[PART I — FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This section presents the unaudited financial statements, management's analysis, market risk, and internal controls for the quarter [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited Q1 FY2022 financials report 8% net sales growth, but net income decreased 21% to $18.6 million, with negative operating cash flow [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet reflects a decrease in total assets and cash, offset by an increase in inventories Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Nov 30, 2021 | Aug 31, 2021 | Change | | :--- | :--- | :--- | :--- | | **Total Assets** | **$421,439** | **$430,203** | **($8,764)** | | Cash and cash equivalents | $59,519 | $85,961 | ($26,442) | | Inventories | $67,875 | $55,752 | $12,123 | | **Total Liabilities** | **$223,041** | **$229,821** | **($6,780)** | | Long-term borrowings | $112,729 | $114,940 | ($2,211) | | **Total Shareholders' Equity** | **$198,398** | **$200,382** | **($1,984)** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statement of operations shows an 8% increase in net sales but a 21% decrease in net income and diluted EPS Statement of Operations Summary (in thousands, except per share amounts) | Metric | Q1 FY2022 (ended Nov 30, 2021) | Q1 FY2021 (ended Nov 30, 2020) | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $134,746 | $124,559 | 8.2% | | Gross Profit | $68,470 | $70,246 | -2.5% | | *Gross Margin* | *50.8%* | *56.4%* | *-5.6 pts* | | Income from Operations | $24,060 | $28,392 | -15.3% | | Net Income | $18,555 | $23,623 | -21.4% | | Diluted EPS | $1.34 | $1.72 | -22.1% | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flow from operations turned negative, primarily due to inventory build-up and increased financing activities Cash Flow Summary (in thousands) | Activity | Three Months Ended Nov 30, 2021 | Three Months Ended Nov 30, 2020 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | ($947) | $23,921 | | Net cash used in investing activities | ($2,362) | ($3,670) | | Net cash used in financing activities | ($21,937) | ($11,089) | | **Net (decrease) increase in cash** | **($26,442)** | **$9,382** | - The significant decrease in operating cash flow was primarily due to a **$13.1 million increase in inventories** and a **$7.3 million decrease in accrued payroll and related expenses**[22](index=22&type=chunk) - The increase in cash used for financing activities was driven by **$7.4 million in treasury stock purchases**, which did not occur in the prior-year period[22](index=22&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Key notes detail revenue composition, share repurchase, income taxes, segment performance, and a subsequent dividend increase - **Revenue:** Total net sales grew **8% YoY**. Maintenance products sales increased **10% to $126.0 million**, while Homecare and cleaning products (HCCP) sales decreased **15% to $8.7 million**[56](index=56&type=chunk) - **Share Repurchase:** A new plan authorized **$75.0 million** in repurchases through August 31, 2023, with **32,000 shares repurchased for $7.4 million** in November 2021[54](index=54&type=chunk) - **Income Taxes:** The effective tax rate for the quarter was **19.8%**, up from **15.7%** in the prior-year period, due to increased nondeductible compensation expenses[71](index=71&type=chunk) - **Segments:** Sales grew across all geographic segments (Americas +4%, EMEA +5%, Asia-Pacific +34%), but operating income fell in Americas (-18%) and EMEA (-20%), while increasing significantly in Asia-Pacific (+44%)[75](index=75&type=chunk) - **Subsequent Event:** The Board approved an **8% increase in the quarterly cash dividend**, from **$0.72 to $0.78 per share**, on December 13, 2021[77](index=77&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses 8% net sales growth, but profitability declined due to supply chain issues and inflation, leading to a 21% net income decrease [Overview](index=19&type=section&id=Overview) The overview highlights 8% net sales growth, significant gross margin decline, and a 21% net income drop, impacted by supply chain issues and inflation - Consolidated net sales increased by **8% to $134.7 million**; on a constant currency basis, sales would have increased by **5%**[90](index=90&type=chunk) - Gross margin decreased significantly to **50.8%** from **56.4%** in the prior year, primarily due to increased costs from global supply chain challenges and inflation[90](index=90&type=chunk) - Consolidated net income fell **21% to $18.6 million**, and diluted EPS was **$1.34**, down from **$1.72** in the prior year period[90](index=90&type=chunk) - The COVID-19 pandemic caused mixed effects, increasing demand but also leading to significant supply chain disruptions, material shortages, and increased costs[88](index=88&type=chunk)[91](index=91&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Results of operations show varied sales growth across segments, led by Asia-Pacific, and a significant gross margin decline due to rising costs Net Sales by Segment (in thousands) | Segment | Q1 FY2022 | Q1 FY2021 | % Change | | :--- | :--- | :--- | :--- | | Americas | $56,288 | $54,188 | 4% | | EMEA | $57,555 | $54,749 | 5% | | Asia-Pacific | $20,903 | $15,622 | 34% | | **Total** | **$134,746** | **$124,559** | **8%** | - **Americas:** Sales grew **4%**, driven by a **41% increase in Latin America** due to price increase pull-forward and momentum in Mexico, partially offset by a **1% sales decrease in the U.S.** caused by supply chain constraints impacting product availability[100](index=100&type=chunk) - **EMEA:** Sales grew **5%** (**1% in constant currency**), led by distributor markets, which increased **9%**, particularly in Poland, Russia, and India[104](index=104&type=chunk)[105](index=105&type=chunk) - **Asia-Pacific:** Sales surged **34%** (**31% in constant currency**), driven by a **69% increase in China** due to promotions and price increase pull-forward and a **36% increase in Asia distributor markets** as COVID-19 lockdown measures eased[107](index=107&type=chunk) - Gross margin fell by **560 basis points**, primarily due to higher costs of specialty chemicals (-390 bps), increased warehousing and freight costs (-140 bps), and higher filling fees (-70 bps), partially offset by sales price increases (+120 bps)[109](index=109&type=chunk)[112](index=112&type=chunk) [Performance Measures and Non-GAAP Reconciliations](index=30&type=section&id=Performance%20Measures%20and%20Non-GAAP%20Reconciliations) This section presents the company's performance against its 55/30/25 business model targets, showing results below long-term goals 55/30/25 Business Model Performance | Performance Measure | Q1 FY2022 Result | Q1 FY2021 Result | Long-Term Target | | :--- | :--- | :--- | :--- | | Gross Margin (GAAP) | 51% | 56% | ≥ 55% | | Cost of Doing Business (Non-GAAP) | 32% | 32% | 30% | | EBITDA % of Net Sales (Non-GAAP) | 19% | 24% | > 25% | - The company's performance for the quarter was below its long-term targets for Gross Margin and EBITDA, reflecting significant cost pressures[131](index=131&type=chunk)[132](index=132&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity and capital resources, supported by cash and credit, despite negative operating cash flow and a new share buy-back plan - The company's financial condition and liquidity remain strong, with principal sources being cash on hand, cash from operations, and an available revolving credit facility[135](index=135&type=chunk)[136](index=136&type=chunk) - Net cash used in operations was **$0.9 million**, a significant decrease from **$23.9 million provided in the prior year**, primarily due to a deliberate increase in inventory to manage supply chain challenges[135](index=135&type=chunk)[141](index=141&type=chunk) - As of November 30, 2021, the company was in compliance with all debt covenants, including a consolidated leverage ratio and an interest coverage ratio[137](index=137&type=chunk)[52](index=52&type=chunk) - A new share buy-back plan was approved on October 12, 2021, authorizing the acquisition of up to **$75.0 million in shares** through August 31, 2023[139](index=139&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section incorporates market risk disclosures from the Annual Report on Form 10-K, confirming no material changes during the quarter - The company refers to its most recent Form 10-K for disclosures regarding market risk, indicating no material changes during the quarter[158](index=158&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of the end of the period[159](index=159&type=chunk) - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[160](index=160&type=chunk) [PART II — OTHER INFORMATION](index=35&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered sales of equity securities, and a list of exhibits [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) Legal proceedings information is incorporated by reference, noting the dismissal of the Jakarta Litigation claim with an appeal pending - The report incorporates information on legal proceedings by reference to Note 11 of the financial statements[162](index=162&type=chunk) - The Jakarta Litigation claim for over **$25.0 million** against the company was dismissed, though an appeal is pending, with an unfavorable outcome deemed remote[63](index=63&type=chunk)[65](index=65&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K were identified during the quarter - The company states that there have been no material changes in its risk factors from those disclosed in its Annual Report on Form 10-K for the fiscal year ended August 31, 2021[163](index=163&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) A new share buy-back plan authorized $75.0 million in repurchases, with 32,000 shares bought for $7.4 million in November 2021 Share Repurchases in Q1 FY2022 | Period | Total Shares Purchased | Average Price Paid Per Share | Total Cost (approx.) | Max Value Remaining Under Plan | | :--- | :--- | :--- | :--- | :--- | | Nov 1 - Nov 30, 2021 | 32,000 | $230.79 | $7.4 million | $67,614,176 | [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, a Libor Transition Agreement, and financial statements in iXBRL format - The exhibits filed with the report include corporate governance documents, a Libor Transition Agreement, certifications required by the Sarbanes-Oxley Act, and the financial statements in iXBRL format[167](index=167&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2021 9715 Businesspark Avenue, San Diego, California 92131 or 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 ...

Financial Data and Key Metrics Changes - The company reported record net sales of $488.1 million for the full fiscal year 2021, up 19% from the previous fiscal year [8] - Net income for fiscal year 2021 was $70.2 million, reflecting a 16% increase [8] - Diluted earnings per share for 2021 were $5.09 compared to $4.40 in the previous year [8] - For the fourth quarter, net sales were $115.2 million, a 3% increase from the same quarter last year [8] - Net income for the fourth quarter was $8.4 million, down 57% from $19.7 million in the same quarter last year [9] - Diluted earnings per share in the fourth quarter were $0.61 compared to $1.42 in the same period last year [9] Business Line Data and Key Metrics Changes - Sales of WD-40 Multi-Use product increased 22% globally to $371 million in fiscal year 2021 [12] - Sales of WD-40 Specialist product line increased 16% globally to $42.5 million in fiscal year 2021 [12] - Sales of products under the initiative to broaden product and revenue base increased 13% globally to $63.2 million [12] Market Data and Key Metrics Changes - In the Americas, net sales decreased 5% in the fourth quarter to $54.2 million, with maintenance product sales down 5% in the U.S. and 17% in Canada [24][25] - Latin America saw a 24% increase in sales of maintenance products in the fourth quarter compared to the prior year [27] - EMEA net sales were up 6% in the fourth quarter to $45.1 million, but would have decreased by 6% on a constant currency basis [29] - Asia Pacific net sales increased 32% in the fourth quarter to $15.9 million, with a 172% increase in distributor markets [31][32] Company Strategy and Development Direction - The company aims to drive net sales to a range of $650 million to $700 million by the end of fiscal year 2025 [11] - The strategic refresh includes a focus on ESG initiatives and digital commerce as key components of future growth [14][20] - The company plans to grow sales of WD-40 Multi-Use product to approximately $525 million by 2025 [19] - The company is also focused on expanding the WD-40 Specialist product line to approximately $125 million by 2025 [20] Management's Comments on Operating Environment and Future Outlook - Management noted that the pandemic has created abnormal swings in net sales, but they remain optimistic about future growth [10][39] - The company expects continued pressure on gross margin due to inflationary headwinds and supply chain challenges [52] - For fiscal year 2022, the company projects net sales growth between 7% and 11% [51] Other Important Information - The company increased its advertising and promotion investment by 61% in the fourth quarter to support brand awareness and market penetration [45] - A new share repurchase plan was approved, allowing the company to acquire up to $75 million of its shares [49] - The effective tax rate for the fourth quarter was 25.9%, up from 20.5% the previous year [47] Q&A Session Summary Question: Update on long-term strategy and targets - Management clarified that the long-term goal for WD-40 Multi-Use product remains substantially the same, with adjustments made to include WD-40 Bike under the Specialist category [56][57] Question: Investment in brand building - Management discussed significant investments in sampling, digital assets, and research in key markets to drive long-term growth [62][64] Question: Gross margin recovery expectations - Management indicated that while it may take a few quarters, they expect to recover gross margin to the guided range of 53% to 54% for the fiscal year [66][67] Question: ESG initiatives - Management highlighted ongoing efforts in ESG, including a lifecycle analysis and the publication of an ESG report [70][71] Question: Portfolio opportunities - Management mentioned expanding existing brands and exploring inorganic opportunities, but noted no major new acquisitions are currently planned [72][73]

Q4 & FY21 Earnings Results October 19, 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 (" ...

Q3 FY21 Earnings Results July 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 ("HCCP") ...

WD-40 Company (NASDAQ:WDFC) Q3 2021 Earnings Conference Call July 7, 2021 5:00 PM ET Company Participants Wendy Kelley - Director, Investor Relations and Corporate Communications Garry Ridge - Chairman and CEO Jay Rembolt - Vice President and CFO Steve Brass - President and COO Conference Call Participants Linda Bolton Weiser - D.A. Davidson Daniel Rizzo - Jefferies Operator Good day, and welcome to the WD-40 Company Third Quarter Fiscal Year 2021 Earnings Conference Call. Today’s call is being recorded. At ...

[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)