What changed in this filing

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Item 1. Financial Statements

2025-07-10 compared with 2025-04-09 · 87 added, 80 removed, 493 unchanged (25% of the section changed)

33 unchanged sentences

Common stock — authorized 36,000,000 shares, $ 0.001 par value;

19,954,495 and 19,925,212 shares issued at February 28, 2025 and August 31, 2024, respectively;

and 13,551,614 and 13,548,581 shares outstanding at February 28, 2025 and August 31, 2024, respectively

19,954,495 and 19,925,212 shares issued at May 31, 2025 and August 31, 2024, respectively;

and 13,538,864 and 13,548,581 shares outstanding at May 31, 2025 and August 31, 2024, respectively

Additional paid-in capital 178,475 175,642

1 unchanged sentence

Accumulated other comprehensive loss ( 28,075 ) ( 29,268 )

Common stock held in treasury, at cost — 6,402,881 and 6,376,631 shares at February 28, 2025 and August 31, 2024, respectively

Common stock held in treasury, at cost — 6,415,631 and 6,376,631 shares at May 31, 2025 and August 31, 2024, respectively

( 425,538 ) ( 415,799 )

5 unchanged sentences

(Unaudited and in thousands, except per share amounts)

Three Months Ended February 28/29, Six Months Ended February 28/29,

Three Months Ended May 31, Nine Months Ended May 31,

2025 2024 2025 2024

13 unchanged sentences

Income before income taxes 27,462 25,847 74,157 68,725

(Benefit) provision for income taxes ( 7,412 ) 4,270 ( 2,081 ) 9,860

Provision for income taxes 6,485 6,005 4,404 15,865

Net income $ 20,977 $ 19,842 $ 69,753 $ 52,860

9 unchanged sentences

(Unaudited and in thousands)

Three Months Ended February 28/29, Six Months Ended February 28/29,

Three Months Ended May 31, Nine Months Ended May 31,

2025 2024 2025 2024

31 unchanged sentences

Balance at February 28, 2025 19,954,495 $ 20 $ 176,850 $ 523,969 $ ( 36,200 ) 6,402,881 $ ( 422,497 ) $ 242,142

Stock-based compensation 1,625 1,625

Cash dividends ($ 0.94 per share)

( 12,766 ) ( 12,766 )

Repurchases of common stock 12,750 ( 3,041 ) ( 3,041 )

Foreign currency translation adjustment 8,125 8,125

Net income 20,977 20,977

Balance at May 31, 2025 19,954,495 $ 20 $ 178,475 $ 532,180 $ ( 28,075 ) 6,415,631 $ ( 425,538 ) $ 257,062

See accompanying notes to condensed consolidated financial statements (unaudited).

26 unchanged sentences

Balance at February 29, 2024 19,920,049 $ 20 $ 173,263 $ 487,233 $ ( 31,249 ) 6,365,381 $ ( 412,989 ) $ 216,278

Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 4,219 - - -

Stock-based compensation 914 914

Cash dividends ($ 0.88 per share)

( 11,966 ) ( 11,966 )

Repurchases of common stock 11,250 ( 2,775 ) ( 2,775 )

Foreign currency translation adjustment ( 51 ) ( 51 )

Net income 19,842 19,842

Balance at May 31, 2024 19,924,268 $ 20 $ 174,177 $ 495,109 $ ( 31,300 ) 6,376,631 $ ( 415,764 ) $ 222,242

See accompanying notes to condensed consolidated financial statements (unaudited).

2 unchanged sentences

(Unaudited and in thousands)

Six Months Ended February 28/29,

Nine Months Ended May 31,

Operating activities:

7 unchanged sentences

Stock-based compensation 5,716 5,051

Unrealized foreign currency exchange (gains) losses ( 658 ) 245

Unrealized foreign currency exchange losses 348 108

Provision for credit losses 1,044 325

12 unchanged sentences

Proceeds from sales of property and equipment 329 457

Acquisition of business, net of cash acquired — ( 6,201 )

Net cash used in investing activities ( 2,848 ) ( 9,103 )

7 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 828 ) ( 419 )

Net increase in cash and cash equivalents 6,296 7,300

Net increase (decrease) in cash and cash equivalents 4,983 ( 2,843 )

Cash and cash equivalents at beginning of period 46,699 48,143

9 unchanged sentences

WD-40® Multi-Use Product, WD-40 Specialist®, 3-IN-ONE®, GT85®, X-14®, 2000 Flushes®, Carpet Fresh®, no vac®, Spot Shot®, 1001®, Lava® and Solvol®.

Certain assets of the Company’s homecare and cleaning product businesses are classified as held for sale as of February 28, 2025.

Certain assets of the Company’s homecare and cleaning product businesses are classified as held for sale as of May 31, 2025.

Refer to Note 3 - Assets Held for Sale for additional information.

29 unchanged sentences

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 condensed consolidated balance sheets.

At February 28, 2025, the Company had a notional amount of $ 4.4 million outstanding in foreign currency forward contracts, which matured in March 2025.

Unrealized net gains and losses related to foreign currency forward contracts were not significant at February 28, 2025 and August 31, 2024.

Realized net gains and losses related to foreign currency forward contracts were not significant for the three and six months ended February 28, 2025 and February 29, 2024.

Both unrealized and realized net gains and losses are recorded in other (expense) income, net in the Company’s condensed consolidated statements of operations.

At May 31, 2025, the Company had a notional amount of $ 8.7 million outstanding in foreign currency forward contracts, which matured in June 2025.

Unrealized net gains and losses related to foreign currency forward contracts were not significant at May 31, 2025 and August 31, 2024.

Realized net gains and losses related to foreign currency forward contracts were not significant for the three and nine months ended May 31, 2025 and 2024.

Both unrealized and realized net gains and losses are recorded in other income (expense), net in the Company’s condensed consolidated statements of operations.

Functional Currencies

24 unchanged sentences

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, 2025, 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.

As of May 31, 2025, 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.

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 $ 61.1 million as of February 28, 2025, 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 $ 66.4 million.

During the six months ended February 28, 2025, the Company did not record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition.

The Company estimates that the fair value of its senior notes, based on Level 2 inputs, was approximately $ 59.7 million as of May 31, 2025, 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 $ 66.0 million.

During the nine months ended May 31, 2025, the Company did not record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition.

Recently Issued Accounting Standards

48 unchanged sentences

Total $ 60,101 $ 62,983

As of February 28, 2025 and August 31, 2024, the Company’s condensed consolidated balance sheets included $ 14.6 million and $ 13.4 million, respectively, of capitalized cloud computing implementation costs recorded as other assets within the Company’s condensed consolidated balance sheets.

Accumulated amortization associated with these assets was $ 2.9 million and $ 2.1 million as of February 28, 2025 and August 31, 2024, respectively.

Amortization expense associated with these assets was $ 0.4 million and $ 0.8 million for the three and six months ended February 28, 2025 and was not significant for the three and six months ended February 29, 2024.

As of May 31, 2025 and August 31, 2024, the Company’s condensed consolidated balance sheets included $ 15.4 million and $ 13.4 million, respectively, of capitalized cloud computing implementation costs recorded as other assets within the Company’s condensed consolidated balance sheets.

Accumulated amortization associated with these assets was $ 3.4 million and $ 2.1 million as of May 31, 2025 and August 31, 2024, respectively.

Amortization expense associated with these assets was $ 0.5 million and $ 1.3 million for the three and nine months ended May 31, 2025.

Amortization expense associated with these assets was $ 0.6 million for the nine months ended May 31, 2024 and not significant for the three months ended May 31, 2024.

Goodwill and Other Intangible Assets

5 unchanged sentences

( 1,035 ) ( 85 ) - ( 1,120 )

Balance as of February 28, 2025 $ 85,817 $ 9,473 $ 1,209 $ 96,499

Balance as of May 31, 2025 $ 85,899 $ 9,843 $ 1,209 $ 96,951

(1) Goodwill held for sale is included in other current assets on the Company’s condensed consolidated balance sheets.

During the second quarter of fiscal year 2025, the Company performed its annual goodwill impairment test.

The annual goodwill impairment test was performed at the reporting unit level as of the Company’s most recent goodwill impairment testing date, December 1, 2024.

The Company performed a quantitative assessment to determine whether the fair value of any of its reporting units was lower than each reporting unit’s carrying amount.

The Company determined the fair value of its reporting units by following the income approach, which uses a discounted cash flow methodology.

The discounted cash flow methodology bases the fair value of each reporting unit on the present value of its estimated future cash flows.

The discounted cash flow methodology also requires that management make assumptions about certain key inputs in the estimated cash flows, including long-term sales forecasts or growth rates, terminal growth rates and discount rates, all of which are inherently uncertain.

The forecast of future cash flows was primarily based on historical data and management’s best estimates of sales growth rates and operating margins for each reporting unit for the next five fiscal years.

The discount rate used was based on management’s estimate of the current weighted-average cost of capital for each reporting unit.

As these assumptions are largely unobservable, the estimated fair values fall within Level 3 of the fair value hierarchy.

Based on its quantitative assessment, the Company determined that the estimated fair value of each of its reporting units significantly exceeded their respective carrying values.

As a result, the Company concluded that no impairment of its goodwill existed as of December 1, 2024.

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, 2024 through February 28, 2025.

There were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its goodwill as of May 31, 2025.

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 include the trade names Spot Shot, Carpet Fresh, 1001, EZ REACH and GT85 trade names, as well as intangible assets related to customer relationships and a non-compete agreement acquired in connection with the Company’s purchase of a Brazilian distributor during the fiscal year ended August 31, 2024.

The Company’s definite-lived intangible assets include the trade names Spot Shot, Carpet Fresh, 1001, EZ REACH and GT85 trade names, as well as intangible assets related to customer relationships and a non-compete agreement acquired in connection with the Company’s acquisition of a Brazilian distributor during the fiscal year ended August 31, 2024.

All of these assets are included in other intangible assets, net in the Company’s condensed consolidated balance sheets.

In the first quarter of fiscal year 2025, certain assets of the Company’s homecare and cleaning product businesses in the Americas and EIMEA segments was classified as held for sale.

In the first quarter of fiscal year 2025, certain assets of the Company’s homecare and cleaning product businesses in the Americas and EIMEA segments were classified as held for sale.

Definite-lived intangible assets included in homecare and cleaning include Spot Shot and Carpet Fresh in the Americas segment as well as the 1001 trade name in the EIMEA segment.

12 unchanged sentences

(1) Intangibles, net current held for sale are included in other current assets on the Company’s condensed consolidated balance sheets.

There has been no impairment charge for the six months ended February 28, 2025 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.

Changes in the carrying amounts of definite-lived intangible assets by segment for the six months ended February 28, 2025 are summarized below (in thousands):

There has been no impairment charge for the nine months ended May 31, 2025 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.

Changes in the carrying amounts of definite-lived intangible assets by segment for the nine months ended May 31, 2025 are summarized below (in thousands):

Americas EIMEA Asia-Pacific Total

4 unchanged sentences

( 2,821 ) ( 1,059 ) — ( 3,880 )

Balance as of February 28, 2025 $ 2,345 $ - $ — $ 2,345

Balance as of May 31, 2025 $ 2,356 $ - $ — $ 2,356

(1) Other intangible assets, net current held for sale are included in other current assets on the Company’s condensed consolidated balance sheets.

18 unchanged sentences

Total $ 25,962 $ 26,055

As of February 28, 2025, the Company held borrowings under two separate agreements as detailed below.

As of May 31, 2025, the Company held borrowings under two separate agreements as detailed below.

Note Purchase and Private Shelf Agreement

1 unchanged sentence

(“Prudential”), and certain affiliates and managed accounts of Prudential (the “Note Purchasers”).

As of February 28, 2025, the Company had outstanding balances on its series A, B and C notes issued under the Note Agreement.

As of May 31, 2025, the Company had outstanding balances on its series A, B and C notes issued under the Note Agreement.

The Note Agreement was most recently amended on April 30, 2024 (the “Fourth Amendment”).

The Fourth Amendment permitted the Company to enter into an amendment to its revolving credit agreement with Bank of America, N.A.

included certain conforming amendments to the credit agreement, including the revision of financial and restrictive covenants.

and also included certain conforming amendments to the credit agreement, including the revision of financial and restrictive covenants.

Credit Agreement

5 unchanged sentences

consists of a revolving commitment for borrowing by the Company up to $ 125.0 million with a sublimit of $ 95.0 million for WD-40 Company Limited, a wholly owned operating subsidiary of the Company for Europe, India, the Middle East and Africa.

In addition, the Company’s index rate under the Credit Agreement for U.S.

Dollar borrowings changed from the Bloomberg Short-term Bank Yield Index rate to the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York.

The Company’s index rate under the Credit Agreement for U.S.

Dollar borrowings is the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York.

Short-term and long-term borrowings under the Company’s Credit Agreement and Note Agreement consisted of the following (in thousands):

Issuance Maturities February 28,

Issuance Maturities May 31,

2025 August 31,

14 unchanged sentences

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, 2025, $ 18.9 million of this facility was classified as long-term and was entirely denominated in Euros.

As of May 31, 2025, $ 20.3 million of this facility was classified as long-term and was entirely denominated in Euros.

$ 9.5 million was classified as short-term and was denominated in U.S.

15 unchanged sentences

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, 2025, the Company was in compliance with all debt covenants under both the Note Agreement and the Credit Agreement.

As of May 31, 2025, the Company was in compliance with all debt covenants under both the Note Agreement and the Credit Agreement.

Share Repurchase Plan

1 unchanged sentence

Under the 2023 Repurchase Plan, which became effective on September 1, 2023, the Company is authorized to acquire up to $ 50.0 million of its outstanding shares through August 31, 2025.

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 six months ended February 28, 2025, the Company repurchased 26,250 shares at an average price of $ 255.17 per share, for a total cost of $ 6.7 million.

As of February 28, 2025, the Company is authorized to purchase an additional $ 35.2 million under the 2023 Repurchase Plan.

On June 16, 2025, the Board approved the extension of the expiration date to August 31, 2026 for the 2023 Repurchase Plan.

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 nine months ended May 31, 2025, the Company repurchased 39,000 shares at an average price of $ 249.71 per share, for a total cost of $ 9.7 million.

As of May 31, 2025, the Company is authorized to purchase an additional $ 32.2 million under the 2023 Repurchase Plan.

Earnings per Common Share

The table below reconciles net income to net income available to common stockholders (in thousands):

Three Months Ended February 28/29, Six Months Ended February 28/29,

Three Months Ended May 31, Nine Months Ended May 31,

2025 2024 2025 2024

3 unchanged sentences

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 28/29, Six Months Ended February 28/29,

Three Months Ended May 31, Nine Months Ended May 31,

2025 2024 2025 2024

2 unchanged sentences

Weighted-average common shares outstanding, diluted 13,567 13,577 13,570 13,581

For the three months ended February 28, 2025, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 9,544 were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive.

For the three months ended February 29, 2024, there were no anti-dilutive stock-based equity awards outstanding.

For the six months ended February 28, 2025 and February 29, 2024, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 7,866 and 2,702 , respectively, were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive.

For the three months ended May 31, 2025, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 9,544 were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive.

For the three months ended May 31, 2024, there were no anti-dilutive stock-based equity awards outstanding.

For the nine months ended May 31, 2025 and 2024, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 8,425 and 1,801 , respectively, were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive.

The following table presents the Company’s revenues by segment and major source (in thousands):

Three Months Ended February 28, 2025 Six Months Ended February 28, 2025

Three Months Ended May 31, 2025 Nine Months Ended May 31, 2025

Americas EIMEA Asia-Pacific Total Americas EIMEA Asia-Pacific Total

6 unchanged sentences

Total net sales $ 78,162 $ 56,705 $ 22,048 $ 156,915 $ 213,127 $ 173,763 $ 69,624 $ 456,514

Three Months Ended February 29, 2024 Six Months Ended February 29, 2024

Three Months Ended May 31, 2024 Nine Months Ended May 31, 2024

Americas EIMEA Asia-Pacific Total Americas EIMEA Asia-Pacific Total

12 unchanged sentences

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 $ 4.1 million and $ 4.3 million as of February 28, 2025 and August 31, 2024, respectively.

Substantially all of the $ 4.3 million that was included in contract liabilities as of August 31, 2024 was recognized to revenue during the six months ended February 28, 2025.

The Company had contract liabilities of $ 2.5 million and $ 4.3 million as of May 31, 2025 and August 31, 2024, respectively.

All of the $ 4.3 million that was included in contract liabilities as of August 31, 2024 was recognized to revenue during the nine months ended May 31, 2025.

These contract liabilities are recorded in accrued liabilities on the Company’s condensed consolidated balance sheets.

Contract assets are recorded if the Company has satisfied a performance obligation but does not yet have an unconditional right to consideration.

The Company did not have any contract assets as of February 28, 2025 and August 31, 2024.

The Company did not have any contract assets as of May 31, 2025 and August 31, 2024.

The Company has an unconditional right to payment for its trade and other accounts receivable on the Company’s condensed consolidated balance sheets.

These receivables are presented net of an allowance for credit losses of $ 1.9 million as of February 28, 2025 and which was not significant as of August 31, 2024.

These receivables are presented net of an allowance for credit losses of $ 2.0 million as of May 31, 2025 and not significant as of August 31, 2024.

Commitments and Contingencies

6 unchanged sentences

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.

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, 2025, no such commitments were outstanding.

As of May 31, 2025, no such commitments were outstanding.

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, 2025, there were no unasserted claims or pending proceedings for claims against the Company that the Company believes will result in a probable loss.

As of May 31, 2025, 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.

4 unchanged sentences

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, 2025.

Thus, no liabilities have been recorded for these agreements as of May 31, 2025.

From time to time, the Company enters into indemnification agreements with certain parties in the ordinary course of business, including agreements with lenders, lessors, contract manufacturers, marketing distributors, customers and certain vendors.

1 unchanged sentence

Although the maximum amount of future payments that the Company could be required to make under these indemnification agreements is not capped, 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, 2025.

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 (benefit) provision for income taxes.

Thus, no liabilities have been recorded with respect to such indemnification agreements as of May 31, 2025.

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 (benefit) provision for income taxes was ( 33.0 )% and 21.6 % as a percentage of income before income taxes for the three months ended February 28, 2025 and February 29, 2024, respectively.

The provision for income taxes was 23.6 % and 23.2 % as a percentage of income before income taxes for the three months ended May 31, 2025 and 2024, respectively.

There were no significant changes to the effective tax rate for the three months ended May 31, 2025 compared to the three months ended May 31, 2024.

The provision for income taxes was 5.9 % and 23.1 % as a percentage of income before income taxes for the nine months ended May 31, 2025 and 2024, respectively.

This 17.2 % decrease in the effective tax rate from period to period was primarily due to the expiration of the statute of limitations on the uncertain tax position associated with the Tax Cuts and Jobs Act’s mandatory onetime “toll tax” on unremitted foreign earnings.

The release of the uncertain tax position generated a favorable income tax adjustment of $ 11.9 million in the current quarter which was net of the tax effect of the related interest.

The (benefit) provision for income taxes was ( 4.5 )% and 23.0 % as a percentage of income before income taxes for the six months ended February 28, 2025 and February 29, 2024, respectively.

This 27.5 % decrease in the effective tax rate from period to period was primarily due to the expiration of the statute of limitations on the uncertain tax position associated with the Tax Cuts and Jobs Act’s mandatory onetime “toll tax” on unremitted foreign earnings as discussed above in the above section for the three months ended February 28, 2025.

The release of the uncertain tax position generated a favorable income tax adjustment of $ 11.9 million, net of the tax effect of the related interest, during nine months ended May 31, 2025.

The Company is subject to taxation in the U.S.

6 unchanged sentences

Audit outcomes and the timing of settlements are subject to significant uncertainty.

Income taxes receivable was $ 4.5 million and $ 0.5 million as of May 31, 2025 and August 31, 2024, respectively.

Income taxes receivable are included in other current assets in the Company’s condensed consolidated balance sheets.

Business Segments and Foreign Operations

9 unchanged sentences

Corporate (1)

February 28, 2025

Net sales $ 78,162 $ 56,705 $ 22,048 $ - $ 156,915

4 unchanged sentences

Interest expense $ 715 $ 171 $ 1 $ - $ 887

February 29, 2024

Net sales $ 75,103 $ 59,399 $ 20,543 $ - $ 155,045

4 unchanged sentences

Interest expense $ 807 $ 373 $ 2 $ - $ 1,182

For the Six Months Ended

February 28, 2025

For the Nine Months Ended

Net sales $ 213,127 $ 173,763 $ 69,624 $ - $ 456,514

4 unchanged sentences

Interest expense $ 2,206 $ 572 $ 3 $ - $ 2,781

February 29, 2024

Net sales $ 202,685 $ 162,466 $ 69,415 $ - $ 434,566

9 unchanged sentences

Dividend Declaration

On March 18, 2025, the Company’s Board declared a cash dividend of $ 0.94 per share payable on April 30, 2025 to stockholders of record at the close of business on April 18, 2025.

On June 17, 2025, the Company’s Board declared a cash dividend of $ 0.94 per share payable on July 31, 2025 to stockholders of record at the close of business on July 18, 2025.

Share Repurchase Plan

On June 16, 2025, the Company’s Board approved an amendment to extend the expiration date of the 2023 Repurchase Plan from August 31, 2025 to August 31, 2026.

For additional information, refer to the terms and conditions of the 2023 Repurchase Plan in Note 9 — Share Repurchase Plan.

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

What changed 10-Q

Item 1. Financial Statements