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 May 31, 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) Delaware ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the quarterly period ended February 29, 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) Delaware 95-1797918 (State or other jurisdiction of incorporation or organization) FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUA ...

[PART I — FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements for Q1 FY2020, detailing financial position, operations, and cash flows [Condensed Consolidated Financial Statements](index=3&type=section&id=Condensed%20Consolidated%20Financial%20Statements) Summarizes key financial results for the quarter, including net sales, net income, total assets, and cash flow from operations Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Nov 30, 2019 (in thousands) | Aug 31, 2019 (in thousands) | | :--- | :--- | :--- | | **Total current assets** | $149,224 | $147,995 | | **Total assets** | $317,491 | $302,662 | | **Total current liabilities** | $81,020 | $74,590 | | **Total liabilities** | $171,499 | $157,187 | | **Total shareholders' equity** | $145,992 | $145,475 | Condensed Consolidated Statement of Operations (in thousands, except per share amounts) | Metric | Three Months Ended Nov 30, 2019 (in thousands) | Three Months Ended Nov 30, 2018 (in thousands) | | :--- | :--- | :--- | | Net sales | $98,556 | $101,282 | | Gross profit | $53,543 | $55,831 | | Income from operations | $14,704 | $16,401 | | Net income | $12,194 | $13,279 | | Diluted EPS | $0.88 | $0.95 | Condensed Consolidated Statement of Cash Flows Highlights (in thousands) | Activity | Three Months Ended Nov 30, 2019 (in thousands) | Three Months Ended Nov 30, 2018 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $15,206 | $9,009 | | Net cash used in investing activities | $(5,770) | $(1,234) | | Net cash used in financing activities | $(8,520) | $(24,148) | | Net increase (decrease) in cash | $1,447 | $(17,292) | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed disclosures on accounting policies, lease standard adoption, debt, revenue disaggregation, and dividend changes - The company adopted the new lease standard ASC 842 on September 1, 2019. Upon adoption, total assets increased by **$9.0 million** and total liabilities increased by **$9.2 million**, with no material impact on retained earnings, operations, or cash flows[37](index=37&type=chunk)[47](index=47&type=chunk) - As of November 30, 2019, the company had total borrowings of **$90.2 million**, consisting of a revolving credit facility and Series A Notes. The company was in compliance with all debt covenants[63](index=63&type=chunk)[65](index=65&type=chunk) Net Sales by Product Group (in thousands) | Product Group | Three Months Ended Nov 30, 2019 (in thousands) | Three Months Ended Nov 30, 2018 (in thousands) | | :--- | :--- | :--- | | Maintenance products | $89,670 | $92,468 | | Homecare and cleaning products | $8,886 | $8,814 | | **Total** | **$98,556** | **$101,282** | Net Sales by Segment (in thousands) | Segment | Three Months Ended Nov 30, 2019 (in thousands) | Three Months Ended Nov 30, 2018 (in thousands) | | :--- | :--- | :--- | | Americas | $46,736 | $47,791 | | EMEA | $39,245 | $38,745 | | Asia-Pacific | $12,575 | $14,746 | | **Total** | **$98,556** | **$101,282** | - On December 10, 2019, the Board of Directors approved a **10% increase** in the regular quarterly cash dividend, from **$0.61 to $0.67 per share**, payable on January 31, 2020[97](index=97&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 FY2020 financial performance, analyzing sales, income, gross margin, expenses, liquidity, and non-GAAP measures [Overview](index=22&type=section&id=Overview) Provides a high-level summary of the quarter's performance, including sales, income, EPS, and share repurchases - Consolidated net sales decreased by **$2.7 million** in Q1 2020. Unfavorable foreign currency exchange rates had a negative impact of **$2.2 million**, meaning sales would have decreased by only **$0.5 million** on a constant currency basis[108](index=108&type=chunk) - Consolidated net income decreased by **$1.1 million (8%)**, and diluted EPS fell to **$0.88** from **$0.95** in the prior-year period[108](index=108&type=chunk) - The company repurchased **26,800 shares** for a total cost of **$5.0 million** during the three months ended November 30, 2019[108](index=108&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) Provides detailed analysis of operational performance, including net sales by segment, gross margin fluctuations, and key drivers of change Net Sales by Segment (in thousands) | Segment | Q1 2020 (in thousands) | Q1 2019 (in thousands) | Change ($ in thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | 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)%** | - Americas sales decreased **2%**, mainly due to lower sales of WD-40 Specialist in the U.S. resulting from a holiday gift pack promotion in the prior year that was not repeated[112](index=112&type=chunk)[113](index=113&type=chunk) - EMEA sales grew **1%**, but were unfavorably impacted by foreign currency. On a constant currency basis, sales would have increased by **6%**[118](index=118&type=chunk) - Asia-Pacific sales fell **15% (13% in constant currency)**, primarily due to the timing of customer orders in distributor markets and slowed market conditions in China[122](index=122&type=chunk)[123](index=123&type=chunk) - Gross margin decreased from **55.1% to 54.3%**. Key negative factors included unfavorable sales mix (**0.7 ppt**) and higher warehousing/freight costs (**0.7 ppt**). This was partially offset by sales price increases in EMEA (**0.8 ppt**)[125](index=125&type=chunk)[126](index=126&type=chunk)[128](index=128&type=chunk) [Performance Measures and Non-GAAP Reconciliations](index=31&type=section&id=Performance%20Measures%20and%20Non-GAAP%20Reconciliations) Discusses the company's 55/30/25 business model and provides reconciliations for non-GAAP performance measures like EBITDA Performance Measure Results | Measure | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Gross margin - GAAP | 54% | 55% | | Cost of doing business % of net sales - non-GAAP | 38% | 37% | | EBITDA % of net sales - non-GAAP | 17% | 18% | EBITDA Reconciliation (in thousands) | Line Item | Q1 2020 (in thousands) | Q1 2019 (in thousands) | | :--- | :--- | :--- | | 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** | [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's liquidity and capital resources, detailing cash flow from operating, investing, and financing activities - Net cash provided by operating activities increased to **$15.2 million** for Q1 2020, up from **$9.0 million** in Q1 2019, primarily due to favorable changes in working capital, particularly trade accounts receivable[152](index=152&type=chunk)[158](index=158&type=chunk) - Net cash used in investing activities increased by **$4.5 million** to **$5.8 million**, mainly due to renovations and equipping of the new office building in Milton Keynes, England[159](index=159&type=chunk) - Net cash used in financing activities decreased by **$15.6 million** to **$8.5 million**, primarily due to a **$12.9 million** increase in proceeds from the autoborrow agreement and a **$1.9 million** reduction in treasury stock purchases[160](index=160&type=chunk) - As of November 30, 2019, the company was in compliance with all debt covenants, including a consolidated leverage ratio not to exceed **three to one** and an interest coverage ratio not less than **three to one**[154](index=154&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Incorporates by reference market risk disclosures from the company's Annual Report on Form 10-K for FY2019 - Information regarding quantitative and qualitative disclosures about market risk is incorporated by reference from the company's Annual Report on Form 10-K for the fiscal year ended August 31, 2019[173](index=173&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) CEO and CFO concluded disclosure controls were effective, with enhancements for new lease accounting standard adoption - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of November 30, 2019[174](index=174&type=chunk) - In connection with the adoption of the new lease guidance (ASC 842), the company made enhancements to its internal controls over financial reporting and procedures related to lease accounting[175](index=175&type=chunk) [PART II — OTHER INFORMATION](index=36&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to ordinary course legal claims, none expected to have a material adverse financial impact - As of November 30, 2019, the company believes that no pending claims will result in a probable loss or have a materially adverse impact on its financial condition, results of operations, or cash flows[85](index=85&type=chunk)[179](index=179&type=chunk) [Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) No material changes in risk factors were reported from the Annual Report on Form 10-K for FY2019 - 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, 2019[180](index=180&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details the company's share repurchase activities, including shares bought back and remaining authorization under the plan Share Repurchases (Q1 FY2020) | Period | Total Shares Purchased | Average Price Paid Per Share ($) | | :--- | :--- | :--- | | September 2019 | 10,000 | $183.95 | | October 2019 | 8,500 | $183.98 | | November 2019 | 8,300 | $187.07 | | **Total** | **26,800** | **$184.92** | - The company is authorized to acquire up to **$75.0 million** of its outstanding shares under a plan effective from September 1, 2018, through August 31, 2020. As of November 30, 2019, approximately **$40.4 million** remained available for repurchase under the plan[181](index=181&type=chunk)[183](index=183&type=chunk) [Exhibits](index=37&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Form 10-Q, including certifications and XBRL data files

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K For the transition period from to . Commission File Number: 000-06936 (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2019 Commission Company Name: WD 40 CO or (Exact name of registrant as specified in its charter) Delaware 95-1797918 (State or other juris ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (I.R.S. Employer Identification No.) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2019 ¨ 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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2018 ☐ 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 WD-40 COMPANY (Exact name of registrant as specified in its charter) Delaware 95-1797918 (State or other jurisdiction of ...