As used in this report, the terms "we," "our," "us" and "the Company" refer to
WD-40 Company and its wholly-owned subsidiaries, unless the context suggests
otherwise. Amounts and percentages in tables and discussions may not total due
to rounding.
The following information is provided as a supplement to, and should be read in
conjunction with, the unaudited condensed consolidated financial statements and
notes thereto included in Part I-Item 1 of this Quarterly Report and the audited
consolidated financial statements and notes thereto and Management's Discussion
and Analysis of Financial Condition and Results of Operations included in our
Annual Report on Form 10-K for the fiscal year ended August 31, 2019, which was
filed with the Securities and Exchange Commission ("SEC") on October 22, 2019.
In order to show the impact of changes in foreign currency exchange rates on our
results of operations, we have included constant currency disclosures, where
necessary, in the Overview and Results of Operations sections which follow.
Constant currency disclosures represent the translation of our current fiscal
year revenues and expenses from the functional currencies of our subsidiaries to
U.S. dollars using the exchange rates in effect for the corresponding period of
the prior fiscal year. We use results on a constant currency basis as one of the
measures to understand our operating results and evaluate our performance in
comparison to prior periods. Results on a constant currency basis are not in
accordance with accounting principles generally accepted in the United States of
America ("non-GAAP") and should be considered in addition to, not as a
substitute for, results prepared in accordance with GAAP.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. This report contains forward-looking
statements, which reflect the Company's current views with respect to future
events and financial performance.
These forward-looking statements include, but are not limited to, discussions
about future financial and operating results, including: growth expectations for
maintenance products; expected levels of promotional and advertising spending;
anticipated input costs for manufacturing and the costs associated with
distribution of our products; plans for and success of product innovation, the
impact of new product introductions on the growth of sales; anticipated results
from product line extension sales; expected tax rates and the impact of tax
legislation and regulatory action; and forecasted foreign currency exchange
rates and commodity prices. These forward-looking statements are generally
identified with words such as "believe," "expect," "intend," "plan," "could,"
"may," "aim," "anticipate," "target," "estimate" and similar expressions. The
Company undertakes no obligation to revise or update any forward-looking
statements.
Actual events or results may differ materially from those projected in
forward-looking statements due to various factors, including, but not limited
to, those identified in Part I-Item 1A, "Risk Factors," in the Company's Annual
Report on Form 10-K for the fiscal year ended August 31, 2019, and in the
Company's Quarterly Reports on Form 10-Q, which may be updated from time to
time.
Overview
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. We market our maintenance products and our 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
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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.
Our 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.
We sell our products primarily through mass retail and home center stores,
warehouse club stores, grocery stores, hardware stores, automotive parts
outlets, sport retailers, independent bike dealers, online retailers and
industrial distributors and suppliers.
Highlights
The following summarizes the financial and operational highlights for our
business during the three months ended November 30, 2019:
?Consolidated net sales decreased $2.7 million for the three months ended
November 30, 2019 compared to the corresponding period of the prior fiscal year.
Changes in foreign currency exchange rates had an unfavorable impact of $2.2
million on consolidated net sales for the three months ended November 30, 2019
compared to the corresponding period of the prior fiscal year. Thus, on a
constant currency basis, net sales would have decreased by $0.5 million from
period to period. This unfavorable impact from changes in foreign currency
exchange rates mainly came from our EMEA segment, which accounted for 40% of our
consolidated sales for the three months ended November 30, 2019.
?Consolidated net sales for the WD-40 Specialist product line were $8.4 million
for the three months ended November 30, 2019 which is relatively constant
compared to the corresponding period of the prior fiscal year. Although the
WD-40 Specialist product line is expected to provide the Company with long-term
growth opportunities, we will see some volatility in sales levels from period to
period due to the timing of promotional programs, the building of distribution,
and various other factors that come with building a new product line.
?Gross profit as a percentage of net sales decreased to 54.3% for the three
months ended November 30, 2019 compared to 55.1% for the corresponding period of
the prior fiscal year.
?Consolidated net income decreased $1.1 million, or 8%, for the three months
ended November 30, 2019 compared to the corresponding period of the prior fiscal
year. Changes in foreign currency exchange rates had an unfavorable impact of
$0.5 million on consolidated net income for the three months ended November 30,
2019 compared to the corresponding period of the prior fiscal year. Thus, on a
constant currency basis, net income would have decreased $0.6 million.
?Diluted earnings per common share for the three months ended November 30, 2019
were $0.88 versus $0.95 in the prior fiscal year period.
?Share repurchases were executed under our current $75.0 million share buy-back
plan, which was approved by the Company's Board of Directors in June 2018 and
became effective on September 1, 2018. During the period from September 1, 2019
through November 30, 2019, the Company repurchased 26,800 shares at an average
price of $184.92 per share, for a total cost of $5.0 million.
Our strategic initiatives and the areas where we will continue to focus our
time, talent and resources in future periods include: (i) maximizing WD-40
Multi-Use Product sales through geographic expansion, increased market
penetration and the development of new and unique delivery systems; (ii)
leveraging the WD-40 brand by growing the WD-40 Specialist product line; (iii)
leveraging the strengths of the Company through broadened product and revenue
base; (iv) attracting, developing and retaining talented people; and (v)
operating with excellence.
?
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Results of Operations
Three Months Ended November 30, 2019 Compared to Three Months Ended November 30,
2018
Operating Items
The following table summarizes operating data for our consolidated operations
(in thousands, except percentages and per share amounts):
Three Months Ended November 30,
Change from
?Prior Year
2019 2018 Dollars Percent
Net sales:
Maintenance products $ 89,670 $ 92,468 $ (2,798) (3)%
Homecare and cleaning products 8,886 8,814 72 1%
Total net sales 98,556 101,282 (2,726) (3)%
Cost of products sold 45,013 45,451 (438) (1)%
Gross profit 53,543 55,831 (2,288) (4)%
Operating expenses 38,839 39,430 (591) (1)%
Income from operations $ 14,704 $ 16,401 $ (1,697) (10)%
Net income $ 12,194 $ 13,279 $ (1,085) (8)%
Earnings per common share - $ $ $
diluted 0.88 0.95 (0.07) (7)%
Shares used in per share
calculations - diluted 13,746 13,882 (136) (1)%
Net Sales by Segment
The following table summarizes net sales by segment (in thousands, except
percentages):
Three Months Ended November 30,
Change from
?Prior Year
2019 2018 Dollars Percent
Americas $ 46,736 $ 47,791 $ (1,055) (2)%
EMEA 39,245 38,745 500 1%
Asia-Pacific 12,575 14,746 (2,171) (15)%
Total $ 98,556 $ 101,282 $ (2,726) (3)%
?
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Americas
The following table summarizes net sales by product line for the Americas
segment (in thousands, except percentages):
Three Months Ended November 30,
Change from
?Prior Year
2019 2018 Dollars Percent
Maintenance products $ 41,690 $ 42,418 $ (728) (2)%
Homecare and cleaning products 5,046 5,373 (327) (6)%
Total
$ 46,736 $ 47,791 $ (1,055) (2)%
% of consolidated net sales 47% 47%
Sales in the Americas segment, which includes the U.S., Canada and Latin
America, decreased to $46.7 million, down $1.1 million, or 2%, for the three
months ended November 30, 2019 compared to the corresponding period of the prior
fiscal year. Changes in foreign currency exchange rates did not have a
significant impact on sales for the three months ended November 30, 2019
compared to the corresponding period of the prior fiscal year.
Sales of maintenance products in the Americas segment decreased $0.7 million, or
2%, for the three months ended November 30, 2019 compared to the corresponding
period of the prior fiscal year. This sales decrease was mainly driven by lower
sales of WD-40 Specialist in the U.S., which was down $0.9 million, or 19% from
period to period primarily due to a holiday gift pack promotion that was
executed in the first quarter of fiscal year 2019 but was not repeated in the
first quarter of fiscal year 2020. Sales of maintenance products in Canada and
Latin America remained relatively constant from period to period.
Sales of homecare and cleaning products in the Americas decreased $0.3 million,
or 6%, for the three months ended November 30, 2019 compared to the
corresponding period of the prior fiscal year. This sales decrease was driven
primarily by a decrease in sales of the Spot Shot and Lava brand products in the
U.S., which were down 17% and 8%, respectively, from period to period. While
each of our homecare and cleaning products continue to generate positive cash
flows, we have continued to experience decreased or flat sales for many of these
products primarily due to lost distribution, reduced product offerings,
competition, category declines and the volatility of orders from promotional
programs with certain of our customers, particularly those in the warehouse club
and mass retail channels.
For the Americas segment, 80% of sales came from the U.S., and 20% of sales came
from Canada and Latin America combined for the three months ended November 30,
2019 compared to the distribution for the three months ended November 30, 2018
when 81% of sales came from the U.S., and 19% of sales came from Canada and
Latin America.
?
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EMEA
The following table summarizes net sales by product line for the EMEA segment
(in thousands, except percentages):
Three Months Ended November 30,
Change from
?Prior Year
2019 2018 Dollars Percent
Maintenance products $ 36,900 $ 36,945 $ (45) -
Homecare and cleaning products 2,345 1,800 545 30%
Total $ 39,245 $ 38,745 $ 500 1%
% of consolidated net sales 40% 38%
(1)While the Company's reporting currency is the U.S. Dollar, the functional
currency of our U.K. subsidiary, the entity in which the EMEA results are
generated, is Pound Sterling. Although the functional currency of this
subsidiary is Pound Sterling, approximately 50% of its sales are generated in
Euro and 20% are generated in U.S. Dollar. As a result, the Pound Sterling sales
and earnings for the EMEA segment can be negatively or positively impacted from
period to period upon translation from these currencies depending on whether the
Euro and U.S. Dollar are weakening or strengthening against the Pound Sterling.
Sales in the EMEA segment, which includes Europe, the Middle East, Africa and
India, increased to $39.2 million, up $0.5 million, or 1%, for the three months
ended November 30, 2019 compared to the corresponding period of the prior fiscal
year. Changes in foreign currency exchange rates had an unfavorable impact on
sales for the EMEA segment from period to period. Sales for the three months
ended November 30, 2019 translated at the exchange rates in effect for the
corresponding period of the prior fiscal year would have been $41.1 million in
the EMEA segment. Thus, on a constant currency basis, sales would have increased
by $2.4 million, or 6%, from period to period.
The countries in Europe where we sell through a direct sales force include the
U.K., Italy, France, Iberia (which includes Spain and Portugal) and the
Germanics sales region (which includes Germany, Austria, Denmark, Switzerland,
Belgium and the Netherlands). Although sales in the direct markets remained
constant from period to period, sales of 1001 Carpet Fresh in the U.K. increased
$0.5 million, or 30%, as a result of the favorable impacts of digital marketing
associated with this brand. This increase was completely offset by the overall
sales decrease in other European direct markets, primarily due to the
unfavorable impacts of changes in foreign currency exchange rates and the timing
of customer orders from period to period. Sales from direct markets accounted
for 63% of the EMEA segment's sales for the three months ended November 30, 2019
compared to 64% of the EMEA segment's sales for the corresponding period of the
prior fiscal year.
The regions in the EMEA segment where we sell through local distributors include
the Middle East, Africa, India, Eastern and Northern Europe. Sales in the
distributor markets increased $0.5 million, or 3%, for the three months ended
November 30, 2019 compared to the corresponding period of the prior fiscal year,
primarily due to higher sales of the WD-40 Multi-Use Product in the Middle East,
which were up 15%, as a result of the timing of customer orders from period to
period. The distributor markets accounted for 37% of the EMEA segment's total
sales for the three months ended November 30, 2019, compared to 36% for the
corresponding period of the prior fiscal year.
?
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Asia-Pacific
The following table summarizes net sales by product line for the Asia-Pacific
segment (in thousands, except percentages):
Three Months Ended November 30,
Change from
?Prior Year
2019 2018 Dollars Percent
Maintenance products $ 11,081 $ 13,105 $ (2,024) (15)%
Homecare and cleaning products 1,494 1,641 (147) (9)%
Total
$ 12,575 $ 14,746 $ (2,171) (15)%
% of consolidated net sales 13% 15%
Sales in the Asia-Pacific segment, which includes Australia, China and other
countries in the Asia region, decreased to $12.6 million, down $2.2 million, or
15%, for the three months ended November 30, 2019 compared to the corresponding
period of the prior fiscal year. Changes in foreign currency exchange rates had
an unfavorable impact on sales for the Asia-Pacific segment from period to
period. Sales for the three months ended November 30, 2019 translated at the
exchange rates in effect for the corresponding period of the prior fiscal year
would have been $12.9 million in the Asia-Pacific segment. Thus, on a constant
currency basis, sales would have decreased by $1.9 million, or 13%, from period
to period.
Sales in Asia, which represented 68% of the total sales in the Asia-Pacific
segment, decreased $2.4 million, or 22%, for the three months ended November 30,
2019 compared to the corresponding period of the prior fiscal year. Sales in the
Asia distributor markets decreased $1.7 million, or 21%, primarily attributable
to the timing of customer orders from period to period, particularly in South
Korea, Indonesia and Malaysia. Sales in China decreased $0.7 million, or 23%,
for the three months ended November 30, 2018 compared to the corresponding
period of the prior fiscal year, primarily due to the timing of customer orders,
particularly in the Southern region of China. In addition, sales were negatively
impacted from period to period due to activities in the first quarter of fiscal
year 2020 associated with the 70th Anniversary National Day in China which
resulted in slowed market conditions.
Sales in Australia increased $0.2 million, or 5%, for the three months ended
November 30, 2019 compared to the corresponding period of the prior fiscal year.
Changes in foreign currency exchange rates had an unfavorable impact on
Australian sales. On a constant currency basis, sales would have increased by
$0.4 million, or 11%, due to a higher level of promotional activities as well as
continued growth of our business from period to period.
Gross Profit
Gross profit decreased to $53.5 million for the three months ended November 30,
2019 compared to $55.8 million for the corresponding period of the prior fiscal
year. As a percentage of net sales, gross profit decreased to 54.3% for the
three months ended November 30, 2019 compared to 55.1% for the corresponding
period of the prior fiscal year.
Gross margin was negatively impacted by the unfavorable impacts of changes to
the sales mix from period to period of 0.7 percentage points. These changes in
sales mix were primarily in the EMEA segment and were due to higher sales in the
first quarter of fiscal year 2020 to the lower margin distributor markets as
well as to lower margin customers, particularly those in the France and DACH
markets. Gross margin was also negatively impacted by 0.7 percentage points from
period to period due to higher warehousing and in-bound freight costs, primarily
in the EMEA segment. In addition, advertising, promotional and other discounts
that we give to our customers increased from period to period negatively
impacting gross margin by 0.4 percentage points. In general, the timing of
advertising, promotional and other discounts may cause fluctuations in gross
margin from period to period. The costs associated with certain promotional
activities are recorded as a reduction to sales while others are recorded as
advertising and sales promotion expenses. Advertising, promotional and other
discounts that are given to our customers are recorded as a reduction to sales,
whereas advertising and sales promotional costs associated with promotional
activities that we pay to third parties are recorded as advertising and sales
promotion expenses. Gross margin was also negatively impacted by 0.2 percentage
points from period to period due to unfavorable changes in the costs of aerosol
cans, primarily in the Americas segment.
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These favorable impacts to gross margin were partially offset by sales price
increases in the EMEA segment over the last twelve months positively impacting
gross margin by 0.8 percentage points from period to period. In addition, gross
margin was positively affected by 0.3 percentage points from period to period
due to favorable changes in the costs of petroleum-based specialty chemicals in
the Americas and EMEA segments. Gross margin was also positively impacted by 0.1
percentage points due to changes in foreign currency exchange rates from period
to period in the EMEA segment.
Note that our gross profit and gross margin may not be comparable to those of
other consumer product companies, since some of these companies include all
costs related to distribution of their products in cost of products sold,
whereas we exclude the portion associated with amounts paid to third parties for
shipment to our customers from our distribution centers and contract
manufacturers and include these costs in selling, general and administrative
expenses. These costs totaled $3.0 million and $4.1 million for the three months
ended November 30, 2019 and 2018, respectively.
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses for the three months ended
November 30, 2019 decreased $0.1 million to $32.6 million from $32.7 million for
the corresponding period of the prior fiscal year. As a percentage of net sales,
SG&A expenses increased to 33.1% for the three months ended November 30, 2019
compared to 32.3% for the corresponding period of the prior fiscal year.
Employee-related costs, which include salaries, incentive compensation, profit
sharing, stock-based compensation and other fringe benefits, increased by $1.5
million. This increase was primarily due to increased headcount and annual
compensation increases, which take effect in the first quarter of the fiscal
year, as well as higher stock-based compensation expense from period to period.
These increases were more than offset by the combination of changes in foreign
currency exchange rates, which had a favorable impact of $0.5 million, and
decreases in other miscellaneous expenses from period to period.
We continued our research and development investment, the majority of which is
associated with our maintenance products, in support of our focus on innovation
and renovation of our products. Research and development costs were $1.7 million
and $1.8 million for the three months ended November 30, 2019 and 2018,
respectively. Our research and development team engages in consumer research,
product development, current product improvement and testing activities. This
team leverages its development capabilities by partnering with a network of
outside resources including our current and prospective third-party contract
manufacturers. The level and types of expenses incurred within research and
development can vary from period to period depending upon the types of
activities being performed.
Advertising and Sales Promotion Expenses
Advertising and sales promotion expenses for the three months ended November 30,
2019 decreased $0.4 million, or 6%, to $5.6 million from $6.0 million for the
corresponding period of the prior fiscal year. As a percentage of net sales,
these expenses decreased to 5.7% for the three months ended November 30, 2019
from 5.9% for the corresponding period of the prior fiscal year. Changes in
foreign currency exchange rates had a favorable impact on such expenses of $0.2
million from period to period. Thus, on a constant currency basis, advertising
and sales promotion expenses for the first quarter of fiscal year 2020 would
have decreased by $0.2 million, primarily due to a lower level of promotional
programs and marketing support in the Americas segment. Investment in global
advertising and sales promotion expenses for fiscal year 2020 is expected to be
between 5.5% and 6.0% of net sales.
As a percentage of net sales, advertising and sales promotion expenses may
fluctuate period to period based upon the type of marketing activities we employ
and the period in which the costs are incurred. Total promotional costs recorded
as a reduction to sales for the three months ended November 30, 2019 were $5.0
million compared to $4.3 million for the corresponding period of the prior
fiscal year. Therefore, our total investment in advertising and sales promotion
activities totaled $10.6 million and $10.3 million for the three months ended
November 30, 2019 and 2018, respectively.
Amortization of Definite-lived Intangible Assets Expense
Amortization of our definite-lived intangible assets remained constant at $0.7
million for both the three months ended November 30, 2019 and 2018.
?
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Income from Operations by Segment
The following table summarizes income from operations by segment (in thousands,
except percentages):
Three Months Ended November 30,
Change from
?Prior Year
2019 2018 Dollars Percent
Americas $ 10,580 $ 11,302 $ (722) (6)%
EMEA 8,592 8,375 217 3%
Asia-Pacific 3,202 3,741 (539) (14)%
Unallocated corporate (7,670) (7,017) (653) (9)%
Total
$ 14,704 $ 16,401 $ (1,697) (10)%
(1)Unallocated corporate expenses are general corporate overhead expenses not
directly attributable to any one of the operating 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.
Americas
Income from operations for the Americas decreased to $10.6 million, down $0.7
million, or 6%, for the three months ended November 30, 2019 compared to the
corresponding period of the prior fiscal year, primarily due to a $1.1 million
decrease in sales and a lower gross margin, which were partially offset by lower
operating expenses. As a percentage of net sales, gross profit for the Americas
segment decreased from 54.2% to 53.1% period over period primarily due to higher
discounts that we gave to our customers, increases in the price of aerosol cans,
and unfavorable changes in sales mix. These unfavorable impacts were slightly
offset by the decreased costs of petroleum-based specialty chemicals from period
to period. The lower sales were accompanied by a $0.3 million decrease in total
operating expenses period over period, primarily due to a lower level of
advertising and sales promotion expenses and lower accruals for earned incentive
compensation. These decreases in operating expenses were partially offset by
increased employee-related expenses. Operating income as a percentage of net
sales decreased from 23.6% to 22.6% period over period.
EMEA
Income from operations for the EMEA segment increased to $8.6 million, up $0.2
million, or 3%, for the three months ended November 30, 2019 compared to the
corresponding period of the prior fiscal year, primarily due to a $0.5 million
increase in sales, which was offset by a lower gross margin. As a percentage of
net sales, gross profit for the EMEA segment decreased from 56.7% to 55.9%
period over period primarily due to increased warehousing, distribution and
freight costs as well as unfavorable changes in sales mix, primarily due to a
higher proportion of sales to the lower margin distributor markets as well as to
lower margin customers from period to period. These unfavorable impacts were
partially offset by sales price increases, decreased costs of petroleum-based
specialty chemicals, and favorable changes in foreign currency exchange rates
from period to period. Operating income as a percentage of net sales increased
from 21.6% to 21.9% period over period.
Asia-Pacific
Income from operations for the Asia-Pacific segment decreased to $3.2 million,
down $0.5 million, or 14%, for the three months ended November 30, 2019 compared
to the corresponding period of the prior fiscal year, primarily due to a $2.2
million decrease in sales and a slightly lower gross margin, which were
partially offset by lower operating expenses. As a percentage of net sales,
gross profit for the Asia-Pacific segment decreased from 54.2% to 54.0% period
over period primarily due to increases in warehousing, distribution and freight
costs and a higher level of advertising, promotional and other discounts that we
gave to our customers from period to period. These unfavorable impacts were
significantly offset by lower manufacturing costs. The lower sales were
accompanied by a $0.6 million decrease in total operating expenses period over
period, primarily due to decreased outbound freight costs and miscellaneous
expenses during the period. Operating income as a percentage of net sales
increased from 25.4% to 25.5% period over period.
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Non-Operating Items
The following table summarizes non-operating income and expenses for our
consolidated operations (in thousands):
Three Months Ended November 30,
2019 2018 Change
Interest income $ 25 $ 51 $ (26)
Interest expense $ 442 $ 710 $ (268)
Other income (expense), net $ 5 $ 376 $ (371)
Provision for income taxes $ 2,098 $ 2,839 $ (741)
Interest Income
Interest income was insignificant for both the three months ended November 30,
2019 and 2018.
Interest Expense
Interest expense decreased $0.3 million for the three months ended November 30,
2019 compared to the corresponding period of the prior fiscal year primarily due
to lower interest rates related to draws on our credit facilities that are
denominated in Euros and Pounds Sterling at our U.K. subsidiary.
Other Income (Expense), Net
Other income decreased by $0.4 million for the three months ended November 30,
2019 compared to the corresponding period of the prior fiscal year primarily due
to foreign currency exchange gains of $0.4 million in the corresponding period
of the prior fiscal year as a result of fluctuations in the foreign currency
exchange rates for both the U.S Dollar and the Euro against the Pound Sterling.
Provision for Income Taxes
The provision for income taxes was 14.7% and 17.6% of income before income taxes
for the three months ended November 30, 2019 and 2018, respectively. The
decrease in the effective income tax rate from period to period was primarily
due to an increase in excess tax benefits from settlements of stock-based equity
awards that are recognized in the provision for income taxes, as well as a
nonrecurring benefit from the release of liabilities associated with
unrecognized tax benefits that resulted from the expiration of statutes.
Net Income
Net income was $12.2 million, or $0.88 per common share on a fully diluted
basis, for the three months ended November 30, 2019 compared to $13.3 million,
or $0.95 per common share on a fully diluted basis, for the corresponding period
of the prior fiscal year. Changes in foreign currency exchange rates had an
unfavorable impact of $0.5 million on net income for the three months ended
November 30, 2019 compared to the corresponding period of the prior fiscal year.
On a constant currency basis, net income would have decreased by $0.6 million
from period to period.
?
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Performance Measures and Non-GAAP Reconciliations
In managing our business operations and assessing our financial performance, we
supplement the information provided by our financial statements with certain
non-GAAP performance measures. These performance measures are part of our
current 55/30/25 business model, which includes gross margin, cost of doing
business, and earnings before interest, income taxes, depreciation and
amortization ("EBITDA"), the latter two of which are non-GAAP performance
measures. Cost of doing business is defined as total operating expenses less
amortization of definite-lived intangible assets, impairment charges related to
intangible assets and depreciation in operating departments, and EBITDA is
defined as net income (loss) before interest, income taxes, depreciation and
amortization. We target our gross margin to be at or above 55% of net sales, our
cost of doing business to be at 30% of net sales, and our EBITDA to be above 25%
of net sales. Results for these performance measures may vary from period to
period depending on various factors, including economic conditions and our level
of investment in activities for the future such as those related to quality
assurance, regulatory compliance, and intellectual property protection in order
to safeguard our WD-40 brand. The targets for these performance measures are
long-term in nature, particularly those for cost of doing business and EBITDA,
and we expect to make progress towards achieving them over time as our revenues
increase.
The following table summarizes the results of these performance measures for the
periods presented:
Three Months Ended November 30,
2019 2018
Gross margin - GAAP 54% 55%
Cost of doing business as a percentage
of net sales - non-GAAP 38% 37%
EBITDA as a percentage of net sales - non-GAAP (1) 17% 18%
(1)Percentages may not aggregate to EBITDA percentage due to rounding and
because amounts recorded in other income (expense), net on the Company's
consolidated statement of operations are not included as an adjustment to
earnings in the EBITDA calculation.
We use the performance measures above to establish financial goals and to gain
an understanding of the comparative performance of the Company from period to
period. We believe that these measures provide our shareholders with additional
insights into the Company's results of operations and how we run our
business. The non-GAAP financial measures are supplemental in nature and should
not be considered in isolation or as alternatives to net income, income from
operations or other financial information prepared in accordance with GAAP as
indicators of the Company's performance or operations. The use of any non-GAAP
measure may produce results that vary from the GAAP measure and may not be
comparable to a similarly defined non-GAAP measure used by other
companies. Reconciliations of these non-GAAP financial measures to our financial
statements as prepared in accordance with GAAP are as follows:
Cost of Doing Business (in thousands, except percentages)
Three Months Ended November 30,
2019 2018
Total operating expenses - GAAP $ 38,839 $ 39,430
Amortization of definite-lived intangible assets (650) (733)
Depreciation (in operating departments) (947) (936)
Cost of doing business $ 37,242 $ 37,761
Net sales $ 98,556 $ 101,282
Cost of doing business as a percentage
of net sales - non-GAAP 38% 37%
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EBITDA (in thousands, except percentages)
Three Months Ended November 30,
2019 2018
Net income - GAAP $ 12,194 $ 13,279
Provision for income taxes 2,098 2,839
Interest income (25) (51)
Interest expense 442 710
Amortization of definite-lived intangible assets 650 733
Depreciation 1,307 1,192
EBITDA $ 16,666 $ 18,702
Net sales $ 98,556 $ 101,282
EBITDA as a percentage of net sales - non-GAAP 17% 18%
Liquidity and Capital Resources
Overview
The Company's financial condition and liquidity remain strong. Net cash provided
by operations was $15.2 million for the three months ended November 30, 2019
compared to $9.0 million for the corresponding period of the prior fiscal year.
We believe we continue to be well positioned to weather any uncertainty in the
capital markets and global economy due to our strong balance sheet and efficient
business model, along with our growing and diversified global revenues. We
continue to manage all aspects of our business including, but not limited to,
monitoring the financial health of our customers, suppliers and other
third-party relationships, implementing gross margin enhancement strategies and
developing new opportunities for growth.
Our principal sources of liquidity are our existing cash and cash equivalents,
as well as cash generated from operations and cash currently available from our
existing $100.0 million unsecured Credit Agreement with Bank of America, which
expires on January 22, 2024. We use proceeds of the revolving credit facility
primarily for our general working capital needs. The Company also holds
borrowings under a Note Purchase and Private Shelf Agreement. See Note 8 - Debt
for additional information on these agreements.
The Company maintains a balance of outstanding draws in U.S. Dollars in the
Americas segment, as well as in Euros and Pounds 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. During the
three months ended November 30, 2019, the Company repaid $5.0 million in
short-term borrowings outstanding under the line of credit. We regularly convert
many of our draws on our line of credit to new draws with new maturity dates and
interest rates. As of November 30, 2019, we had a $58.6 million balance of
outstanding draws on the revolving credit facility, of which $43.6 was
classified as long-term and the remaining $15.0 was classified as short-term. In
addition, net borrowings under the auto-borrow agreement in the United States
were $12.9 million and we paid $0.4 million in principal payments on our Series
A Notes during the first quarter of fiscal year 2020. There were no other
letters of credit outstanding or restrictions on the amount available on this
line of credit or the Series A Notes. Per the terms of both the Note Agreement
and the Credit Agreement, our consolidated leverage ratio cannot be greater than
three to one and our consolidated interest coverage ratio cannot be less than
three to one. See Note 8 - Debt for additional information on these financial
covenants. At November 30, 2019, we were in compliance with all debt covenants
and believe it is unlikely we will fail to comply with any of these covenants
over the next twelve months. We would need to have a significant decrease in
sales and/or a significant increase in expenses in order for us to not comply
with the debt covenants.
We believe that our future cash from domestic and international operations,
together with our access to funds available under our unsecured revolving credit
facility, will provide adequate resources to fund both short-term and long-term
operating requirements, capital expenditures, share repurchases, dividend
payments, acquisitions and new business development activities in the United
States. At November 30, 2019, we had a total of $28.7 million in cash and cash
equivalents. We do not foresee any ongoing issues with repaying our borrowings
and we closely monitor the use of this credit facility.
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Cash Flows
The following table summarizes our cash flows by category for the periods
presented (in thousands):
Three Months Ended November 30,
2019 2018 Change
Net cash provided by operating activities $ 15,206 $ 9,009 $ 6,197
Net cash used in investing activities
(5,770) (1,234) (4,536)
Net cash used in financing activities (8,520) (24,148) 15,628
Effect of exchange rate changes on cash and
cash equivalents 531 (919) 1,450
Net increase (decrease) in cash and cash $ $ $
equivalents 1,447 (17,292) 18,739
Operating Activities
Net cash provided by operating activities increased $6.2 million to $15.2
million for the three months ended November 30, 2019 from $9.0 million for the
corresponding period of the prior fiscal year. Cash flows from operating
activities depend heavily on operating performance and changes in working
capital. Our primary source of operating cash flows for the three months ended
November 30, 2019 was net income of $12.2 million, which decreased $1.1 million
from period to period. The changes in our working capital from period to period
were primarily attributable to a decrease in the trade accounts receivable
balance and the timing of payments received from customers from period to
period. In the first quarter of fiscal year 2019, trade accounts receivable
increased due to higher sales compared to the first quarter of fiscal year 2018,
whereas trade accounts receivable decreased in the first quarter of fiscal year
2020 due to lower sales.
Investing Activities
Net cash used in investing activities increased $4.5 million to $5.8 million for
the three months ended November 30, 2019 from $1.2 million for the corresponding
period of the prior fiscal year, primarily due to increased capital
expenditures. Capital expenditures increased by $4.7 million primarily due to
the renovations and equipping of the Company's new office building in Milton
Keynes, England. The renovations to this new office building were completed and
employees located in the U.K. were relocated to it during the first quarter of
2020.
Financing Activities
Net cash used in financing activities decreased $15.6 million to $8.5 million
for the three months ended November 30, 2019 from $24.1 million for the
corresponding period of the prior fiscal year primarily due to proceeds provided
by the Company's autoborrow agreement, which increased $12.9 million during the
first quarter of fiscal year 2020. Also contributing to the decrease in total
cash flows was a reduction in treasury stock purchases, which decreased by $1.9
million for the three months ended November 30, 2019 compared to the
corresponding period of the prior fiscal year. Slightly offsetting these
decreases was an increase in dividend paid of $0.9 million period over period.
Effect of Exchange Rate Changes
All of our foreign subsidiaries currently operate in currencies other than the
U.S. Dollar and a significant portion of our consolidated cash balance is
denominated in these foreign functional currencies, particularly at our U.K.
subsidiary which operates in Pound Sterling. As a result, our cash and cash
equivalents balances are subject to the effects of the fluctuations in these
functional currencies against the U.S. Dollar at the end of each reporting
period. The net effect of exchange rate changes on cash and cash equivalents,
when expressed in U.S. Dollar terms, was an increase in cash of $0.5 million for
the three months ended November 30, 2019 as compared to a decrease in cash of
$0.9 million for three months ended November 30, 2018. These changes were
primarily due to fluctuations in various foreign currency exchange rates from
period to period, but the majority is related to the fluctuations in the Pound
Sterling against the U.S. Dollar.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements as defined by Item 303(a)(4)(ii) of
Regulation S-K.
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Commercial Commitments
We have ongoing relationships with various suppliers (contract manufacturers)
who manufacture our 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 our
customers or third-party distribution centers in accordance with agreed upon
shipment terms. Although we have definitive minimum purchase obligations
included in the contract terms with certain of our 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, we
communicate supply needs to our contract manufacturers based on orders and
short-term projections, ranging from two to five months. We are committed to
purchase the products produced by the contract manufacturers based on the
projections provided.
Upon the termination of contracts with contract manufacturers, we obtain certain
inventory control rights and are obligated to work with the contract
manufacturer to sell through all product held by or manufactured by the contract
manufacturer on our behalf during the termination notification period. If any
inventory remains at the contract manufacturer at the termination date, we are
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, we may also enter into commitments with other manufacturers to
purchase finished goods and components to support innovation initiatives and/or
supply chain initiatives. As of November 30, 2019, no such commitments were
outstanding.
Share Repurchase Plan
The information required by this item is incorporated by reference to Part
I-Item 1, "Notes to Condensed Consolidated Financial Statements" Note 9 - Share
Repurchase Plan, included in this report.
Dividends
On December 10, 2019, the Company's Board of Directors approved a 10% increase
in the regular quarterly cash dividend, increasing it from $0.61 per share to
$0.67 per share. The $0.67 per share dividend declared on December 10, 2019
is payable on January 31, 2020 to shareholders of record on January 17, 2020.
Our ability to pay dividends could be affected by future business performance,
liquidity, capital needs, alternative investment opportunities and loan
covenants.
Critical Accounting Policies
Our discussion and analysis of our operating results and financial condition is
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America.
Critical accounting policies are those that involve subjective or complex
judgments, often as a result of the need to make estimates. The following areas
all require the use of judgments and estimates: revenue recognition, accounting
for income taxes, valuation of goodwill and impairment of definite-lived
intangible assets. Estimates in each of these areas are based on historical
experience and various judgments and assumptions that we believe are
appropriate. Actual results may differ from these estimates.
There have been no material changes in our critical accounting policies from
those disclosed in Part II-Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and Note 2 to our consolidated
financial statements contained in our Annual Report on Form 10-K for the fiscal
year ended August 31, 2019, which was filed with the SEC on October 22, 2019.
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Recently Issued Accounting Standards
Information on Recently Issued Accounting Standards that could potentially
impact the Company's consolidated financial statements and related disclosures
is incorporated by reference to Part I-Item 1, "Notes to Condensed Consolidated
Financial Statements" Note 2 - Basis of Presentation and Summary of Significant
Accounting Policies, included in this report.
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