[PART I — FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited financial statements for May 31, 2021, show total assets increased to $427.9 million, with nine-month net sales reaching $372.9 million and net income $61.8 million [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of May 31, 2021, total assets increased to $427.9 million, total liabilities to $225.3 million, and shareholders' equity to $202.6 million | Balance Sheet Highlights | May 31, 2021 ($ thousands) | August 31, 2020 ($ thousands) | | :--- | :--- | :--- | | **Total Current Assets** | 240,943 | 185,154 | | Cash and cash equivalents | 80,362 | 56,462 | | Inventories | 47,768 | 41,264 | | **Total Assets** | **427,887** | **362,637** | | **Total Current Liabilities** | 79,118 | 60,116 | | Long-term borrowings | 116,498 | 113,098 | | **Total Liabilities** | **225,255** | **202,324** | | **Total Shareholders' Equity** | **202,632** | **160,313** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the periods ended May 31, 2021, net sales grew to $136.4 million for the quarter and $372.9 million for nine months, with diluted EPS reaching $4.48 | Income Statement Highlights | Three Months Ended May 31, 2021 ($ thousands) | Three Months Ended May 31, 2020 ($ thousands) | Nine Months Ended May 31, 2021 ($ thousands) | Nine Months Ended May 31, 2020 ($ thousands) | | :--- | :--- | :--- | :--- | :--- | | **Net Sales** | 136,405 | 98,247 | 372,869 | 296,852 | | **Gross Profit** | 72,458 | 53,050 | 204,711 | 160,195 | | **Income from Operations** | 27,321 | 19,812 | 76,368 | 52,701 | | **Net Income** | 21,006 | 14,524 | 61,820 | 41,045 | | **Diluted EPS** | $1.52 | $1.06 | $4.48 | $2.98 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities increased to $64.0 million for the nine months ended May 31, 2021, with a net increase in cash of $23.9 million | Cash Flow Highlights | Nine Months Ended May 31, 2021 ($ thousands) | Nine Months Ended May 31, 2020 ($ thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | 63,975 | 40,756 | | Net cash used in investing activities | (10,371) | (17,090) | | Net cash (used in) provided by financing activities | (30,615) | 37,490 | | Net increase in cash and cash equivalents | 23,900 | 61,322 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, revenue recognition, business segments, debt covenants, purchase commitments, and a legal proceeding in Indonesia - The company's revenue is disaggregated by geographic segment (Americas, EMEA, Asia-Pacific) and product group (Maintenance products, Homecare and cleaning products)[77](index=77&type=chunk)[95](index=95&type=chunk) - As of May 31, 2021, the company was in compliance with all debt covenants under its Note Agreement and Credit Agreement, which include a maximum consolidated leverage ratio of **3.5 to 1** and a minimum interest coverage ratio of **3 to 1**[62](index=62&type=chunk)[63](index=63&type=chunk) - The company is involved in litigation in Indonesia where a plaintiff is seeking over **$25.0 million** in damages related to trademark enforcement actions. The company believes an unfavorable outcome is not probable but is unable to estimate a possible loss[84](index=84&type=chunk)[86](index=86&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses strong sales growth to $372.9 million and a 51% increase in net income to $61.8 million, driven by pandemic-related demand, despite ongoing supply chain challenges [Overview and COVID-19 Impact](index=24&type=section&id=Overview%20and%20COVID-19%20Impact) The company experienced increased sales in fiscal year 2021 due to pandemic-driven consumer behavior but faces significant supply chain disruptions and rising costs - For the nine months ended May 31, 2021, consolidated net sales increased **26%** (**21%** in constant currency) compared to the prior year, driven by pandemic-related consumer behavior[112](index=112&type=chunk) - The company is experiencing supply chain challenges, including aerosol production capacity constraints, competition for freight, and increased raw material costs, which have made it difficult to meet high demand, especially in the Americas[114](index=114&type=chunk) [Results of Operations - Three Months Ended May 31, 2021](index=27&type=section&id=Results%20of%20Operations%20-%20Three%20Months%20Ended%20May%2031%2C%202021) Third-quarter net sales grew **39%** to **$136.4 million**, primarily driven by **80%** growth in EMEA, while gross margin slightly decreased to **53.1%** | Net Sales by Segment (Q3 2021) | Amount ($ thousands) | Change from Prior Year (%) | | :--- | :--- | :--- | | Americas | 60,046 | 20% | | EMEA | 58,587 | 80% | | Asia-Pacific | 17,772 | 14% | | **Total** | **136,405** | **39%** | - Gross margin for Q3 2021 was **53.1%**, down from **54.0%** YoY, primarily impacted by a **1.8 percentage point** increase in manufacturing costs due to supply chain constraints from the COVID-19 pandemic[134](index=134&type=chunk)[135](index=135&type=chunk) - SG&A expenses increased by **$10.2 million** to **$38.1 million**, mainly due to a **$6.1 million** increase in employee-related incentive compensation and higher freight costs[137](index=137&type=chunk) [Results of Operations - Nine Months Ended May 31, 2021](index=35&type=section&id=Results%20of%20Operations%20-%20Nine%20Months%20Ended%20May%2031%2C%202021) Nine-month net sales increased **26%** to **$372.9 million**, with EMEA sales up **44%**, and gross margin improved to **54.9%** | Net Sales by Segment (Nine Months 2021) | Amount ($ thousands) | Change from Prior Year (%) | | :--- | :--- | :--- | | Americas | 160,390 | 12% | | EMEA | 163,150 | 44% | | Asia-Pacific | 49,329 | 24% | | **Total** | **372,869** | **26%** | - Gross margin for the nine-month period improved to **54.9%** from **54.0%** YoY, favorably impacted by **1.2 percentage points** from lower costs of petroleum-based specialty chemicals[171](index=171&type=chunk)[172](index=172&type=chunk) - SG&A expenses increased by **$19.2 million** to **$109.6 million**, driven by a **$15.1 million** increase in employee-related costs from higher incentive compensation accruals due to stronger financial results[175](index=175&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with **$80.4 million** in cash, net cash from operations of **$64.0 million**, and refinanced **$50.0 million** of credit facility draws - Net cash provided by operating activities increased to **$64.0 million** for the nine months ended May 31, 2021, up from **$40.8 million** in the prior year, primarily due to a **$20.8 million** increase in net income[198](index=198&type=chunk)[204](index=204&type=chunk) - In Q1 2021, the company refinanced **$50.0 million** of its revolving credit facility with **$52.0 million** in new senior notes, extending debt maturities to **2027** and **2030**[200](index=200&type=chunk)[201](index=201&type=chunk) - The company suspended its share buy-back plan in April 2020 to preserve cash; the plan subsequently expired on August 31, 2020. No shares were repurchased during the nine months ended May 31, 2021[202](index=202&type=chunk)[228](index=228&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Market risk disclosures are incorporated by reference from the company's Annual Report on Form 10-K for the fiscal year ended August 31, 2020 - Information regarding quantitative and qualitative disclosures about market risk is incorporated by reference from the company's 10-K for the fiscal year ended August 31, 2020[221](index=221&type=chunk) [Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were effective as of May 31, 2021, with no material changes to internal control over financial reporting - The CEO and CFO concluded that as of May 31, 2021, the company's disclosure controls and procedures were effective[223](index=223&type=chunk) - No material changes were made to the company's internal control over financial reporting during the third quarter of fiscal year 2021[224](index=224&type=chunk) [PART II — OTHER INFORMATION](index=47&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company is defending itself in the Jakarta Litigation in Indonesia, where a plaintiff seeks over **$25.0 million** in damages related to a trademark dispute - The company is defending itself in the Jakarta Litigation in Indonesia, where a plaintiff seeks over **$25.0 million** in damages related to a trademark dispute. The company believes an unfavorable outcome is not probable[84](index=84&type=chunk)[86](index=86&type=chunk)[226](index=226&type=chunk) [Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported since the last Annual Report on Form 10-K - No material changes to risk factors were reported since the last Annual Report on Form 10-K[227](index=227&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company's share buy-back plan expired on August 31, 2020, with no repurchases made during the first nine months of fiscal year 2021 - The company's share buy-back plan expired on August 31, 2020, and no repurchases were made during the nine months ended May 31, 2021[228](index=228&type=chunk) [Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including debt agreement amendments, Sarbanes-Oxley certifications, and iXBRL financial statements - Exhibits filed include amendments to debt agreements, Sarbanes-Oxley certifications, and financial data in iXBRL format[229](index=229&type=chunk)

Q2 FY21 Earnings Results April 8, 2021 Forward-Looking Statements Historical financial and operating data in this presentation reflect the consolidated results of WD-40 Company, its subsidiaries and its legal entities. WD-40 Company markets maintenance products ("MP") under the WD-40®, 3-IN-ONE® and GT85® brand names. 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. WD-40 Company markets the following homecare and cleaning ("HCCP" ...

Financial Data and Key Metrics Changes - Net sales for Q2 2021 were $111.9 million, up 12% compared to the same period last year [8] - Net income for Q2 was $17.2 million, compared to $14.3 million last year, with diluted earnings per share increasing to $1.24 from $1.04 [9] - Gross margin improved to 55.4% from 53.6% year-over-year, an increase of 180 basis points [43] - EBITDA was 20% of net sales, unchanged from the previous year [51] Business Line Data and Key Metrics Changes - Sales of WD-40 Multi-Use Product increased 14% to $86.4 million, driven by demand in EMEA and Asia Pacific [11] - WD-40 Specialist sales grew 4% globally to $9.2 million, with significant growth in EMEA and Asia Pacific, but a decline of 36% in the Americas due to supply chain disruptions [13] - Global sales of products under the broader initiative, including WD-40 BIKE, increased 7% to $13.7 million, with WD-40 BIKE sales up nearly 34% [14] Market Data and Key Metrics Changes - Net sales in the Americas decreased 1% to $46.2 million, with maintenance product sales down 3% due to supply chain issues [22] - EMEA net sales increased 19% to $49.8 million, becoming the largest trading block for the second consecutive quarter [27] - Asia-Pacific net sales rose 39% to $15.9 million, with significant growth in China and Australia [30] Company Strategy and Development Direction - The company aims to drive consolidated net sales to approximately $700 million while following a 55/30/25 business model [11] - Strategic initiatives include growing the WD-40 Multi-Use Product, expanding the WD-40 Specialist line, and enhancing operational excellence [18] - Focus on geographic expansion and premiumization of products to drive revenue growth [36] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism about fiscal year 2021, expecting total net sales between $445 million and $475 million [41] - Supply chain disruptions are anticipated to continue impacting gross margins in the short term, with a potential deterioration of 200 to 300 basis points [65] - The company believes that new DIY habits formed during the pandemic may lead to long-term customer loyalty [40] Other Important Information - The company plans to invest approximately $20 million in capital projects, primarily for proprietary machinery [54] - A quarterly cash dividend of $0.72 per share was approved, reflecting a more than 7% increase over the previous quarter [53] Q&A Session Summary Question: Can you quantify the impact of the supply chain disruptions? - The major impact was in the U.S., estimating 50% of Specialist and 85% of Multi-Use Product volume shipped against demand signals [61] Question: Will these issues be cleared up in the third or fourth quarter? - Recovery is expected by the end of the fourth quarter, with improvements anticipated as the year progresses [63] Question: What is the expected impact on gross margin due to supply chain issues? - A potential deterioration of 200 to 300 basis points is expected as the company navigates through the recovery plan [65] Question: Why are supply chain issues more pronounced this quarter? - Increased demand and pressures have widened the gap, leading to significant supply chain challenges [70] Question: How long does it take to onboard new third-party manufacturers? - Onboarding can take 30 to 60 days for new suppliers, depending on safety and quality testing [71] Question: Is there a material impact from the Suez Canal delays? - No significant impact from the Suez Canal delays has been observed; the main issues stem from increased demand and labor restrictions [76] Question: What is the outlook for SG&A as a ratio to revenues? - The cost of doing business is expected to remain around 34% for the rest of the year [81]

[PART I — FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited financial statements for Q1 and H1 FY2021 show significant growth in assets, sales, net income, and operating cash flow [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $406.0 million, with corresponding rises in liabilities and shareholders' equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Feb 28, 2021 | Aug 31, 2020 | | :--- | :--- | :--- | | **Total Current Assets** | $221,836 | $185,154 | | **Total Assets** | **$405,987** | **$362,637** | | **Total Current Liabilities** | $71,883 | $60,116 | | **Total Liabilities** | **$218,407** | **$202,324** | | **Total Shareholders' Equity** | **$187,580** | **$160,313** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net sales and net income significantly increased for both the three and six-month periods ended February 28, 2021 Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended Feb 28/29, 2021 | Three Months Ended Feb 28/29, 2020 | Six Months Ended Feb 28/29, 2021 | Six Months Ended Feb 28/29, 2020 | | :--- | :--- | :--- | :--- | :--- | | **Net Sales** | $111,905 | $100,049 | $236,464 | $198,605 | | **Gross Profit** | $62,007 | $53,602 | $132,253 | $107,145 | | **Income from Operations** | $20,655 | $18,185 | $49,047 | $32,889 | | **Net Income** | $17,191 | $14,327 | $40,814 | $26,521 | | **Diluted EPS** | $1.24 | $1.04 | $2.96 | $1.92 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow significantly increased, while investing cash outflow decreased and financing cash outflow rose due to debt and dividends Cash Flow Summary (in thousands) | Activity | Six Months Ended Feb 28, 2021 | Six Months Ended Feb 29, 2020 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $42,510 | $23,382 | | **Net cash used in investing activities** | ($7,366) | ($10,483) | | **Net cash used in financing activities** | ($20,311) | ($9,816) | | **Net increase in cash and cash equivalents** | $15,919 | $3,270 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail business segments, debt compliance, revenue recognition, and a subsequent dividend increase - The company performed its annual goodwill impairment test on December 1, 2020, concluding no impairment existed[44](index=44&type=chunk) - As of February 28, 2021, the company was in compliance with all debt covenants under its Note Agreement and Credit Agreement[62](index=62&type=chunk) - The company suspended its share repurchase plan on April 8, 2020, to preserve cash amid the COVID-19 pandemic, making no repurchases in the first six months of fiscal 2021[64](index=64&type=chunk) - On March 16, 2021, the Board of Directors approved a **7% increase** in the regular quarterly cash dividend from $0.67 to $0.72 per share[97](index=97&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Strong H1 FY2021 performance, driven by pandemic-related demand and e-commerce, was tempered by supply chain disruptions, while liquidity remains strong - For the six months ended Feb 28, 2021, consolidated net sales increased by **$37.9 million**, or **$32.4 million** on a constant currency basis[109](index=109&type=chunk) - The company is experiencing supply chain and transportation disruptions, including capacity constraints at third-party manufacturers, compounded by severe winter storms in the U.S. during Q2 2021, preventing it from meeting high demand in certain markets[111](index=111&type=chunk) - The company's 55/30/25 business model targets a gross margin at or above **55%**, cost of doing business at **30%**, and EBITDA above **25%** of net sales, achieving a **56% gross margin** and **22% EBITDA margin** for the six months ended Feb 28, 2021[194](index=194&type=chunk)[195](index=195&type=chunk) [Results of Operations - Three Months Ended February 28, 2021](index=28&type=section&id=Results%20of%20Operations%20-%20Three%20Months%20Ended%20February%2028%2C%202021) Q2 FY2021 net sales grew 12% to $111.9 million, driven by EMEA and Asia-Pacific, despite Americas' decline due to supply chain issues Net Sales by Segment (Q2 FY2021 vs Q2 FY2020, in thousands) | Segment | Q2 2021 | Q2 2020 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Americas | $46,157 | $46,842 | ($685) | (1)% | | EMEA | $49,813 | $41,753 | $8,060 | 19% | | Asia-Pacific | $15,935 | $11,454 | $4,481 | 39% | | **Total** | **$111,905** | **$100,049** | **$11,856** | **12%** | - Sales of maintenance products in the Americas decreased by **3%** in Q2, driven by an **11% decline** in the U.S. due to supply chain constraints and disruptions from the COVID-19 pandemic and severe winter storms[121](index=121&type=chunk) - Asia-Pacific sales grew **39%** (**32% constant currency**), largely due to a **227% increase** in China as it recovered from initial COVID-19 outbreak disruptions in the prior-year quarter[130](index=130&type=chunk)[131](index=131&type=chunk) - Gross margin increased to **55.4%** from **53.6%** year-over-year, primarily due to favorable costs of petroleum-based specialty chemicals (**+1.6 p.p.**) and aerosol cans (**+0.5 p.p.**), partially offset by higher warehousing and freight costs (**-0.6 p.p.**)[133](index=133&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) [Results of Operations - Six Months Ended February 28, 2021](index=36&type=section&id=Results%20of%20Operations%20-%20Six%20Months%20Ended%20February%2028%2C%202021) H1 FY2021 net sales increased 19% to $236.5 million across all segments, leading to significant growth in income from operations and net income Net Sales by Segment (H1 FY2021 vs H1 FY2020, in thousands) | Segment | H1 2021 | H1 2020 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Americas | $100,344 | $93,578 | $6,766 | 7% | | EMEA | $104,563 | $80,998 | $23,565 | 29% | | Asia-Pacific | $31,557 | $24,029 | $7,528 | 31% | | **Total** | **$236,464** | **$198,605** | **$37,859** | **19%** | - EMEA sales grew **29%** (**23% constant currency**), driven by a **26% increase** in direct markets and a **35% increase** in distributor markets, reflecting recovery from prior lockdowns and strong demand[164](index=164&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) - Gross margin for the six-month period increased by **2.0 percentage points** due to favorable petroleum-based specialty chemical costs and **0.8 percentage points** from lower aerosol can costs[171](index=171&type=chunk)[173](index=173&type=chunk) - SG&A expenses increased by **$9.0 million**, primarily due to higher employee-related incentive costs (**$8.9 million**), but decreased as a percentage of sales from **31.5%** to **30.2%**[176](index=176&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity, with increased operating cash flow, debt refinancing, and a dividend increase, while the share repurchase plan remains suspended - Net cash provided by operating activities increased by **$19.1 million** to **$42.5 million** for the six months ended Feb 28, 2021, mainly due to a **$14.3 million increase** in net income[199](index=199&type=chunk)[205](index=205&type=chunk) - In Q1 FY2021, the company refinanced **$50.0 million** of its revolving credit facility draws by issuing **$52.0 million** in new Series B and C Notes, extending debt maturities to 2027 and 2030[200](index=200&type=chunk)[202](index=202&type=chunk) - The share buy-back plan, suspended in April 2020, expired on August 31, 2020, with no repurchases made to preserve cash[203](index=203&type=chunk) - Subsequent to the quarter end, on March 16, 2021, the Board approved a **7% increase** in the quarterly cash dividend to **$0.72 per share**[215](index=215&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Market risk disclosures are incorporated by reference from the company's 2020 Annual Report on Form 10-K - Information regarding quantitative and qualitative disclosures about market risk is incorporated by reference from the company's 2020 Form 10-K[220](index=220&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of February 28, 2021, with no material changes in internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of February 28, 2021[221](index=221&type=chunk)[222](index=222&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[223](index=223&type=chunk) [PART II — OTHER INFORMATION](index=48&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) No pending legal proceedings or unasserted claims are expected to materially impact the company's financial condition or results - As of February 28, 2021, the company believes no pending or unasserted claims will have a materially adverse impact on its financial condition or results[83](index=83&type=chunk)[225](index=225&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported from the 2020 Annual Report on Form 10-K - No material changes in risk factors were reported from those disclosed in the Annual Report on Form 10-K for the fiscal year ended August 31, 2020[226](index=226&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The share buy-back plan was suspended and expired, with no repurchases made in H1 FY2021 to preserve cash - The company's share buy-back plan was suspended in April 2020 and expired in August 2020, with no repurchases made during the first six months of fiscal 2021[227](index=227&type=chunk) [Item 6. Exhibits](index=49&type=section&id=Item%206.%20Exhibits) Exhibits include corporate governance documents, credit and note agreement amendments, and executive certifications - The exhibits filed include amendments to the Credit Agreement and Note Purchase Agreement, as well as CEO and CFO certifications required under the Sarbanes-Oxley Act[229](index=229&type=chunk)

WD-40 Company (NASDAQ:WDFC) Q1 2021 Earnings Conference Call January 7, 2021 5:00 PM ET Company Participants Wendy Kelley - Director, IR and Corporate Communications Garry Ridge - Chairman and CEO Steve Brass - President and COO Jay Rembolt - VP, Finance and CFO Conference Call Participants Linda Bolton Weiser - D.A. Davidson Daniel Rizzo - Jefferies Operator Ladies and gentlemen, thank you for standing by. Good day, and welcome to the WD-40 Company First Quarter Fiscal Year 2021 Earnings Conference Call. T ...

Q1 FY21 Earnings Results January 7, 2021 Forward-Looking Statements Historical financial and operating data in this presentation reflect the consolidated results of WD-40 Company, its subsidiaries and its legal entities. WD-40 Company markets maintenance products ("MP") under the WD-40®, 3-IN-ONE® and GT85® brand names. 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. WD-40 Company markets the following homecare and cleaning ("HCC ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2020 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number: 000-06936 Commission Company Name: WD 40 CO WD-40 COMPANY (Exact name of registrant as specified in its charter) Dela ...

PART I [Business](index=4&type=section&id=Item%201.%20Business) WD-40 Company is a global marketing organization focused on maintenance and homecare products, with core growth driven by its flagship WD-40 Multi-Use Product - Sales are primarily from **maintenance products** sold globally and **homecare/cleaning products** mainly in North America, the U.K., and Australia[19](index=19&type=chunk) - Strategic initiatives focus on maximizing **WD-40 Multi-Use Product** sales through geographic expansion and growing the **WD-40 Specialist** line[20](index=20&type=chunk) - The **WD-40 Multi-Use Product** is the flagship, accounting for the majority of sales and driving principal growth[21](index=21&type=chunk)[25](index=25&type=chunk) - Finished product manufacturing is outsourced globally, while the company formulates and produces the **WD-40 concentrate** internally[36](index=36&type=chunk) Employee Distribution as of August 31, 2020 | Location | Number of Employees | | :--- | :--- | | **Total Worldwide** | **522** | | U.S. Parent Corporation | 198 | | U.K. Subsidiary | 224 | | China Subsidiary | 58 | | Australia Subsidiary | 20 | | Canada Subsidiary | 15 | | Malaysia Subsidiary | 7 | [Risk Factors](index=8&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from global economic conditions, foreign currency fluctuations, supply chain reliance, raw material price volatility, and intellectual property protection - Global economic conditions, including the **COVID-19 pandemic**, pose significant risks to consumer spending and supply chains[49](index=49&type=chunk)[50](index=50&type=chunk) - **60% of FY2020 net sales** were international, exposing the company to foreign currency exchange rate risks, with **44% of revenues** in non-USD currencies[52](index=52&type=chunk)[55](index=55&type=chunk) - Reliance on a limited number of **third-party contract manufacturers** and sole source suppliers creates business disruption risks[61](index=61&type=chunk) - Costs for **petroleum-based specialty chemicals** and aerosol cans are subject to significant price volatility, impacting gross margins[65](index=65&type=chunk) - The company relies on **trade secret protection** for the **WD-40 Multi-Use Product** formulation; loss of secrecy could adversely affect financial condition[75](index=75&type=chunk) - Implementation of a new information system for U.S., Canada, Australia, and Malaysia offices poses risks of operational and financial reporting interruptions[83](index=83&type=chunk)[84](index=84&type=chunk) [Unresolved Staff Comments](index=17&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - No unresolved staff comments are reported[107](index=107&type=chunk) [Properties](index=17&type=section&id=Item%202.%20Properties) The company owns offices in San Diego and Milton Keynes, while leasing various other regional offices globally - The company owns its main office in **San Diego, California** and an office building in **Milton Keynes, United Kingdom**[108](index=108&type=chunk)[109](index=109&type=chunk) - Leased properties include offices across the Americas, EMEA, and Asia-Pacific regions[108](index=108&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) [Legal Proceedings](index=18&type=section&id=Item%203.%20Legal%20Proceedings) Details on legal proceedings are incorporated by reference from Note 13 of the consolidated financial statements - Details on legal proceedings are referenced in **Note 13 — Commitments and Contingencies**[112](index=112&type=chunk) [Mine Safety Disclosures](index=18&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - This item is not applicable[113](index=113&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=19&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) WD-40 Company's common stock trades on NASDAQ, with a history of increased dividends and a suspended share buy-back plan - The company's common stock trades on the **NASDAQ Global Select Market** under symbol **WDFC**[123](index=123&type=chunk) - Quarterly cash dividend increased by **10%** to **$0.67 per share** in December 2019[124](index=124&type=chunk) - The company repurchased **92,583 shares** for **$16.8 million** in FY2020, but suspended its buy-back plan due to COVID-19, which expired August 31, 2020[126](index=126&type=chunk)[127](index=127&type=chunk) [Selected Financial Data](index=20&type=section&id=Item%206.%20Selected%20Financial%20Data) The company presents five years of selected financial data, showing FY2020 net sales of **$408.5 million** and net income of **$60.7 million** Selected Financial Data (in thousands, except per share amounts) | | 2020 | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Net sales** | $408,498 | $423,350 | $408,518 | $380,506 | $380,670 | | **Gross profit** | $223,017 | $232,340 | $225,263 | $213,885 | $214,369 | | **Income from operations** | $77,220 | $82,382 | $78,604 | $75,909 | $71,348 | | **Net income** | $60,710 | $55,908 | $65,215 | $52,930 | $52,628 | | **Diluted EPS** | $4.40 | $4.02 | $4.64 | $3.72 | $3.64 | | **Dividends per share** | $2.62 | $2.37 | $2.11 | $1.89 | $1.64 | | **Total assets** | $362,637 | $302,662 | $317,059 | $369,717 | $339,668 | | **Long-term obligations** | $142,208 | $82,597 | $75,667 | $154,907 | $140,579 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) FY2020 consolidated net sales decreased **4%** to **$408.5 million** due to COVID-19, while net income rose **9%** to **$60.7 million** due to a prior year tax charge FY 2020 Financial Highlights vs. FY 2019 | Metric | FY 2020 | FY 2019 | Change | Change (Constant Currency) | | :--- | :--- | :--- | :--- | :--- | | **Consolidated Net Sales** | $408.5M | $423.4M | -4% | -2% | | **Gross Margin** | 54.6% | 54.9% | -0.3 p.p. | N/A | | **Consolidated Net Income** | $60.7M | $55.9M | +9% | +12% | | **Diluted EPS** | $4.40 | $4.02 | +9% | N/A | - The **COVID-19 pandemic** negatively impacted FY2020 results, causing disruptions, though direct and e-commerce sales partially offset declines[136](index=136&type=chunk) - The company's 55/30/25 business model targets were not fully met in FY2020, with **55% gross margin**, **34% cost of doing business**, and **21% EBITDA**[180](index=180&type=chunk)[181](index=181&type=chunk) [Results of Operations (FY 2020 vs. FY 2019)](index=23&type=section&id=Results%20of%20Operations) FY2020 net sales decreased **4%** to **$408.5 million** due to COVID-19 impacts on EMEA and Asia-Pacific, while net income increased **9%** Net Sales by Segment (FY 2020 vs. FY 2019) | Segment | FY 2020 Sales | FY 2019 Sales | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Americas** | $200,493 | $193,972 | +$6,521 | +3% | | **EMEA** | $156,241 | $160,615 | -$4,374 | -3% | | **Asia-Pacific** | $51,764 | $68,763 | -$16,999 | -25% | | **Total** | **$408,498** | **$423,350** | **-$14,852** | **-4%** | - Americas sales grew **3%** (**4% in constant currency**), driven by strong **WD-40 Multi-Use Product** and **homecare product** demand[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) - EMEA sales decreased **3%** (**1% in constant currency**), with direct markets growing **2%** but distributor markets falling **13%** due to COVID-19 lockdowns[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk) - Asia-Pacific sales declined **25%** (**23% in constant currency**), significantly impacted by pandemic-related closures in distributor markets and China[154](index=154&type=chunk)[155](index=155&type=chunk] - Gross margin decreased from **54.9% to 54.6%** due to higher freight costs and unfavorable sales mix, partially offset by lower chemical costs and price increases[157](index=157&type=chunk)[158](index=158&type=chunk)[160](index=160&type=chunk) - The effective tax rate decreased to **19.6%** in FY2020 from **30.8%** in FY2019, primarily due to an **$8.7 million** uncertain tax position in FY2019[176](index=176&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity, with net cash from operations increasing to **$72.7 million** and an expanded **$150 million** revolving credit facility Summary of Cash Flows (in thousands) | Activity | FY 2020 | FY 2019 | FY 2018 | | :--- | :--- | :--- | :--- | | **Net cash provided by operating activities** | $72,664 | $62,851 | $64,822 | | **Net cash used in investing activities** | ($18,945) | ($12,680) | $71,207 | | **Net cash used in financing activities** | ($26,709) | ($69,009) | ($121,409) | | **Net increase (decrease) in cash** | $29,229 | ($21,633) | $11,784 | - Net cash from operations increased by **$9.8 million**, driven by higher net income and favorable working capital changes[190](index=190&type=chunk) - The revolving credit commitment was increased from **$100.0 million to $150.0 million** through an amended Credit Agreement[185](index=185&type=chunk) - The company drew **$80.0 million** on its credit line in March 2020 as a COVID-19 precaution, later repaying **$55.0 million**[186](index=186&type=chunk)[350](index=350&type=chunk) Contractual Obligations as of August 31, 2020 (in thousands) | Obligation | Total | < 1 year | 2-3 years | 4-5 years | Thereafter | | :--- | :--- | :--- | :--- | :--- | :--- | | **Leases** | $9,402 | $2,073 | $2,867 | $2,041 | $2,421 | | **Borrowings** | $113,898 | $800 | $1,600 | $97,498 | $14,000 | | **Minimum purchase obligations** | $17,008 | $4,494 | $7,740 | $4,774 | - | | **Total** | **$140,308** | **$7,367** | **$12,207** | **$104,313** | **$16,421** | [Critical Accounting Policies](index=34&type=section&id=Critical%20Accounting%20Policies) Critical accounting policies involve significant management judgment in revenue recognition, income taxes, and impairment assessment of intangible assets - Revenue recognition requires significant estimates for variable consideration; a **10% change** in accrual estimates would impact net sales by approximately **$0.9 million**[204](index=204&type=chunk)[207](index=207&type=chunk) - Accounting for income taxes involves judgment concerning deferred tax assets/liabilities, valuation allowances, and uncertain tax positions[208](index=208&type=chunk) - Definite-lived intangible assets are assessed for impairment when triggering events occur, with no impairments identified in fiscal years **2018, 2019, or 2020**[210](index=210&type=chunk)[211](index=211&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks including foreign currency fluctuations, commodity price volatility, and interest rate changes on its credit facility - Foreign currency risk exists as international subsidiaries operate in non-USD functional currencies; the U.K. subsidiary uses forward contracts for hedging[214](index=214&type=chunk)[215](index=215&type=chunk)[216](index=216&type=chunk) - Commodity price risk is significant due to reliance on **petroleum-based specialty chemicals** and aerosol cans, with no current hedging in place[217](index=217&type=chunk) - Interest rate risk arises from the **$150.0 million** revolving credit facility, with rates based on Prime and LIBOR, and the company monitors LIBOR phase-out[218](index=218&type=chunk) [Financial Statements and Supplementary Data](index=37&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents consolidated financial statements and unaudited quarterly data for FY2020 and FY2019, showing quarterly fluctuations Unaudited Quarterly Financial Data (in thousands, except per share data) | Fiscal Year 2020 | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | | :--- | :--- | :--- | :--- | :--- | | **Net sales** | $98,556 | $100,049 | $98,247 | $111,646 | | **Gross profit** | $53,543 | $53,602 | $53,050 | $62,822 | | **Net Income** | $12,194 | $14,327 | $14,524 | $19,665 | | **Diluted EPS** | $0.88 | $1.04 | $1.06 | $1.42 | | **Fiscal Year 2019** | **1st Qtr** | **2nd Qtr** | **3rd Qtr** | **4th Qtr** | | **Net sales** | $101,282 | $101,335 | $113,989 | $106,744 | | **Gross profit** | $55,831 | $56,158 | $62,083 | $58,268 | | **Net Income** | $13,279 | $15,906 | $18,139 | $8,584 | | **Diluted EPS** | $0.95 | $1.14 | $1.30 | $0.63 | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=37&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants - No changes in or disagreements with accountants are reported[222](index=222&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management and auditors concluded that disclosure controls and internal control over financial reporting were effective as of August 31, 2020 - The CEO and CFO concluded that disclosure controls and procedures were effective as of **August 31, 2020**[223](index=223&type=chunk) - Management concluded internal control over financial reporting was effective as of **August 31, 2020**, based on the **COSO 2013 framework**[224](index=224&type=chunk) - Internal control enhancements were made related to the adoption of new lease guidance under **ASC 842**[228](index=228&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=38&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the Proxy Statement - Information is incorporated by reference from the company's **Proxy Statement**[231](index=231&type=chunk) [Executive Compensation](index=38&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the Proxy Statement - Information is incorporated by reference from the company's **Proxy Statement**[232](index=232&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=39&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership information is incorporated by reference, detailing outstanding equity awards and available securities for future issuance Equity Compensation Plan Information as of August 31, 2020 | Plan category | Number of securities to be issued upon exercise (a) | Weighted-average exercise price (b) | Number of securities remaining available for future issuance (c) | | :--- | :--- | :--- | :--- | | **Equity compensation plans approved by security holders** | 148,186 | $ - | 627,742 | | **Equity compensation plans not approved by security holders** | n/a | n/a | n/a | | **Total** | **148,186** | **$ -** | **627,742** | [Certain Relationships and Related Transactions, and Director Independence](index=39&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the Proxy Statement - Information is incorporated by reference from the company's **Proxy Statement**[234](index=234&type=chunk) [Principal Accountant Fees and Services](index=39&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the Proxy Statement - Information is incorporated by reference from the company's **Proxy Statement**[234](index=234&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=40&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section includes consolidated financial statements, the auditor's unqualified opinion, and identifies 'Rebates - Cooperative Marketing Program Accruals' as a critical audit matter - PricewaterhouseCoopers LLP issued unqualified opinions on consolidated financial statements and internal control over financial reporting as of **August 31, 2020**[247](index=247&type=chunk)[248](index=248&type=chunk) - Auditors identified **'Rebates - Cooperative Marketing Program Accruals'** as a Critical Audit Matter due to significant management judgment and audit effort required for estimation[256](index=256&type=chunk)[257](index=257&type=chunk)[258](index=258&type=chunk) - The report lists numerous exhibits, including articles of incorporation, material contracts, and executive compensation plans[236](index=236&type=chunk)[237](index=237&type=chunk) [Form 10-K Summary](index=42&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - This item is not applicable[239](index=239&type=chunk)

WD-40 Company (NASDAQ:WDFC) Q4 2020 Earnings Conference Call October 20, 2020 5:00 PM ET Company Participants Wendy Kelley - Director, Investor Relations & Corporate Communications Garry Ridge - Chairman & Chief Executive Officer Jay Rembolt - Vice President & Chief Financial Officer Steve Brass - President & Chief Operating Officer Conference Call Participants Linda Bolton Weiser - D.A. Davidson Daniel Rizzo - Jefferies Operator Ladies and gentlemen, thank you for standing by. Good day, and welcome to the ...

Q4 & FY20 Earnings Results October 20, 2020 Forward-Looking Statements Historical financial and operating data in this presentation reflect the consolidated results of WD-40 Company, its subsidiaries and its legal entities. WD-40 Company markets maintenance products ("MP") under the WD-40®, 3-IN-ONE® and GT85® brand names. 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. WD-40 Company markets the following homecare and cleaning (" ...