Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Feb. 28, 2015 | Apr. 02, 2015 | |
Document Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 28-Feb-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | wdfc | |
Entity Registrant Name | WD 40 CO | |
Entity Central Index Key | 105132 | |
Current Fiscal Year End Date | -23 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 14,566,578 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Feb. 28, 2015 | Aug. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $43,701 | $57,803 |
Short-term investments | 42,056 | 45,050 |
Trade and other accounts receivable, less allowance for doubtful accounts of $523 and $406 at February 28, 2015 and August 31, 2014 respectively | 71,575 | 63,618 |
Inventories | 34,677 | 34,989 |
Current deferred tax assets, net | 5,712 | 5,855 |
Other current assets | 5,666 | 8,339 |
Total current assets | 203,387 | 215,654 |
Property and equipment, net | 10,215 | 9,702 |
Goodwill | 96,444 | 95,499 |
Other intangible assets, net | 24,511 | 23,671 |
Other assets | 3,164 | 3,154 |
Total assets | 337,721 | 347,680 |
Current liabilities: | ||
Accounts payable | 23,049 | 18,031 |
Accrued liabilities | 16,795 | 18,382 |
Revolving credit facility | 103,000 | 98,000 |
Accrued payroll and related expenses | 8,194 | 15,969 |
Income taxes payable | 593 | 1,529 |
Total current liabilities | 151,631 | 151,911 |
Long-term deferred tax liabilities, net | 23,283 | 24,253 |
Other long-term liabilities | 2,255 | 2,101 |
Total liabilities | 177,169 | 178,265 |
Commitments and contingencies (Note 11) | ||
Shareholders' equity: | ||
Common stock ― authorized 36,000,000 shares, $0.001 par value; 19,508,893 and 19,464,310 shares issued at February 28, 2015 and August 31, 2014, respectively; and 14,598,538 and 14,754,362 shares outstanding at February 28, 2015 and August 31, 2014, respectively | 20 | 19 |
Additional paid-in capital | 138,632 | 136,212 |
Retained earnings | 249,109 | 237,596 |
Accumulated other comprehensive income (loss) | -7,143 | 1,103 |
Common stock held in treasury, at cost ― 4,910,355 and 4,709,948 shares at February 28, 2015 and August 31, 2014, respectively | -220,066 | -205,515 |
Total shareholders' equity | 160,552 | 169,415 |
Total liabilities and shareholders' equity | $337,721 | $347,680 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Feb. 28, 2015 | Aug. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Trade and other accounts receivable, allowance for doubtful accounts | $523 | $406 |
Common stock, shares authorized | 36,000,000 | 36,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares issued | 19,508,893 | 19,464,310 |
Common stock, shares outstanding | 14,598,538 | 14,754,362 |
Treasury stock, shares | 4,910,355 | 4,709,948 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 |
Condensed Consolidated Statement of Operations [Abstract] | ||||
Net sales | $97,331 | $94,184 | $193,684 | $189,725 |
Cost of products sold | 46,098 | 45,626 | 92,750 | 91,494 |
Gross profit | 51,233 | 48,558 | 100,934 | 98,231 |
Operating expenses: | ||||
Selling, general and administrative | 27,360 | 26,651 | 54,784 | 53,350 |
Advertising and sales promotion | 5,485 | 6,001 | 11,400 | 11,616 |
Amortization of definite-lived intangible assets | 757 | 654 | 1,526 | 1,246 |
Total operating expenses | 33,602 | 33,306 | 67,710 | 66,212 |
Income from operations | 17,631 | 15,252 | 33,224 | 32,019 |
Other income (expense): | ||||
Interest income | 178 | 158 | 312 | 289 |
Interest expense | -275 | -226 | -569 | -441 |
Other expense | -1,443 | -229 | -1,341 | -443 |
Income before income taxes | 16,091 | 14,955 | 31,626 | 31,424 |
Provision for income taxes | 4,758 | 4,638 | 9,507 | 9,625 |
Net income | $11,333 | $10,317 | $22,119 | $21,799 |
Earnings per common share: | ||||
Basic | $0.77 | $0.67 | $1.50 | $1.42 |
Diluted | $0.76 | $0.67 | $1.49 | $1.41 |
Shares used in per share calculations: | ||||
Basic | 14,636 | 15,202 | 14,652 | 15,241 |
Diluted | 14,703 | 15,272 | 14,720 | 15,319 |
Dividends declared per common share | $0.38 | $0.34 | $0.72 | $0.65 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 |
Condensed Consolidated Statement Of Comprehensive Income [Abstract] | ||||
Net income | $11,333 | $10,317 | $22,119 | $21,799 |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment | -1,950 | 1,831 | -8,246 | 6,430 |
Total comprehensive income | $9,383 | $12,148 | $13,873 | $28,229 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (USD $) | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Total |
In Thousands, except Share data | ||||||
Beginning balance at Aug. 31, 2014 | $19 | $136,212 | $237,596 | $1,103 | ($205,515) | $169,415 |
Beginning balance, shares at Aug. 31, 2014 | 19,464,310 | 4,709,948 | ||||
Issuance of common stock under share-based compensation plan, net of shares withheld for taxes | 1 | 194 | 195 | |||
Issuance of common stock under share-based compensation plan, net of shares withheld for taxes, shares | 44,583 | |||||
Stock-based compensation | 1,636 | 1,636 | ||||
Tax benefits from settlements of stock-based equity awards | 590 | 590 | ||||
Cash dividends ($0.72 per share) | -10,606 | -10,606 | ||||
Acquisition of treasury stock | -14,551 | -14,551 | ||||
Acquisition of treasury stock, shares | 200,407 | |||||
Foreign currency translation adjustment | -8,246 | -8,246 | ||||
Net income | 22,119 | 22,119 | ||||
Ending balance at Feb. 28, 2015 | $20 | $138,632 | $249,109 | ($7,143) | ($220,066) | $160,552 |
Ending balance, shares at Feb. 28, 2015 | 19,508,893 | 4,910,355 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Parenthetical) (USD $) | 6 Months Ended |
Feb. 28, 2015 | |
Statement Of Stockholders Equity [Abstract] | |
Cash dividends, per share | $0.72 |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 |
Operating activities: | ||
Net income | $22,119 | $21,799 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 3,247 | 2,849 |
Net gains on sales and disposals of property and equipment | -31 | -33 |
Deferred income taxes | -1,046 | -335 |
Excess tax benefits from settlements of stock-based equity awards | -587 | -820 |
Stock-based compensation | 1,636 | 1,479 |
Unrealized foreign currency exchange losses, net | 1,745 | 132 |
Provision for bad debts | 209 | 174 |
Changes in assets and liabilities: | ||
Trade and other accounts receivable | -12,602 | -4,885 |
Inventories | -408 | -1,387 |
Other assets | 2,332 | -3,309 |
Accounts payable and accrued liabilities | 4,501 | 5,470 |
Accrued payroll and related expenses | -8,037 | -9,603 |
Income taxes payable | 318 | 2,744 |
Other long-term liabilities | 100 | 32 |
Net cash provided by operating activities | 13,496 | 14,307 |
Investing activities: | ||
Purchases of property and equipment | -2,833 | -1,991 |
Proceeds from sales of property and equipment | 250 | 171 |
Purchases of intangible assets | -1,776 | |
Acquisition of business | -3,705 | |
Purchases of short-term investments | -1,831 | -5,643 |
Maturities of short-term investments | 1,673 | 908 |
Net cash used in investing activities | -6,446 | -8,331 |
Financing activities: | ||
Treasury stock purchases | -14,551 | -22,270 |
Dividends paid | -10,606 | -9,973 |
Proceeds from issuance of common stock | 856 | 1,241 |
Excess tax benefits from settlements of stock-based equity awards | 587 | 820 |
Proceeds from revolving credit facility | 5,000 | 10,000 |
Net cash used in financing activities | -18,714 | -20,182 |
Effect of exchange rate changes on cash and cash equivalents | -2,438 | 1,734 |
Net decrease in cash and cash equivalents | -14,102 | -12,472 |
Cash and cash equivalents at beginning of period | 57,803 | 53,434 |
Cash and cash equivalents at end of period | $43,701 | $40,962 |
The_Company
The Company | 6 Months Ended |
Feb. 28, 2015 | |
The Company [Abstract] | |
The Company | Note 1. The Company |
WD-40 Company (“the Company”), based in San Diego, California, is a global marketing organization dedicated to creating positive lasting memories by developing and selling products which solve problems in workshops, factories and homes around the world. The Company markets its multi-purpose maintenance products and its homecare and cleaning products under the following well-known brands: WD-40®, 3-IN-ONE®, GT85®, X-14®, 2000 Flushes®, Carpet Fresh®, no vac®, Spot Shot®, 1001®, Lava® and Solvol®. Currently included in the WD-40 brand are the WD-40 multi-use product and the WD-40 Specialist® and WD-40 BikeTM product lines. | |
The Company’s brands are sold in various locations around the world. Multi-purpose maintenance products are sold worldwide in markets throughout North, Central and South America, Asia, Australia and the Pacific Rim, Europe, the Middle East and Africa. Homecare and cleaning products are sold primarily in North America, the United Kingdom (“U.K.”) and Australia. The Company’s products are sold primarily through mass retail and home center stores, warehouse club stores, grocery stores, hardware stores, automotive parts outlets, sport retailers, independent bike dealers and industrial distributors and suppliers. | |
Basis_Of_Presentation_And_Summ
Basis Of Presentation And Summary Of Significant Accounting Policies | 6 Months Ended |
Feb. 28, 2015 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |
Basis Of Presentation And Summary Of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies |
Basis of Consolidation | |
The condensed consolidated financial statements included herein have been prepared by the Company, without audit, according to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The August 31, 2014 year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. | |
In the opinion of management, the unaudited financial information for the interim periods shown reflects all adjustments necessary for a fair statement thereof and such adjustments are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2014, which was filed with the SEC on October 21, 2014. | |
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year. | |
Foreign Currency Forward Contracts | |
In the normal course of business, the Company employs established policies and procedures to manage its exposure to fluctuations in foreign currency exchange rates. The Company’s U.K. subsidiary, whose functional currency is Pound Sterling, utilizes foreign currency forward contracts to limit its exposure in converting forecasted cash balances denominated in non-functional currencies. The principal currency affected is the Euro. The Company regularly monitors its foreign currency exchange rate exposures to ensure the overall effectiveness of its foreign currency hedge positions. While the Company engages in foreign currency hedging activity to reduce its risk, for accounting purposes, none of its foreign currency forward contracts are designated as hedges. | |
Foreign currency forward contracts are carried at fair value, with net realized and unrealized gains and losses recognized currently in other income (expense) in the Company’s condensed consolidated statements of operations. Cash flows from settlements of foreign currency forward contracts are included in operating activities in the condensed consolidated statements of cash flows. Foreign currency forward contracts in an asset position at the end of the reporting period are included in other current assets, while foreign currency forward contracts in a liability position at the end of the reporting period are included in accrued liabilities in the Company’s condensed consolidated balance sheets. At February 28, 2015, the Company had a notional amount of $5.5 million outstanding in foreign currency forward contracts, which mature from March through May 2015. Unrealized net gains and losses related to foreign currency forward contracts were not significant at February 28, 2015 and August 31, 2014. Realized net gains and losses related to foreign currency forward contracts were not material for each of the three and six month periods ended February 28, 2015 and 2014. | |
Fair Value Measurements | |
Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes its financial assets and liabilities measured at fair value into a hierarchy that categorizes fair value measurements into the following three levels based on the types of inputs used in measuring their fair value: | |
Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities; | |
Level 2: Observable market-based inputs or observable inputs that are corroborated by market data; and | |
Level 3: Unobservable inputs reflecting the Company’s own assumptions. | |
Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of February 28, 2015, the Company had no assets or liabilities that are measured at fair value in the financial statements on a recurring basis, with the exception of the foreign currency forward contracts, which are classified as Level 2 within the fair value hierarchy. The carrying values of cash equivalents, short-term investments and short-term borrowings are recorded at cost, which approximates their fair values primarily due to their short-term maturities and are classified as Level 2 within the fair value hierarchy. During the six months ended February 28, 2015, the Company did not record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition. | |
Recently Adopted Accounting Standards | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”, which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The new rule requires companies to present in the financial statements an unrecognized tax benefit as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward except to the extent such items are not available or not intended to be used at the reporting date to settle any additional income taxes that would result from the disallowance of a tax position. In such instances, the unrecognized tax benefit is required to be presented in the financial statements as a liability and not be combined with deferred tax assets. The adoption of this authoritative guidance did not have a material impact on the Company’s consolidated financial statement and related disclosures. | |
Recently Issued Accounting Standards | |
In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis”, which amends existing consolidation guidance for reporting organizations such as limited partnerships and other similar entities that are required to evaluate whether they should consolidate certain legal entities. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted. The Company is currently evaluating the potential impacts of this updated guidance on its consolidated financial statements and related disclosures. | |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition”. The core principle of this updated guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new rule also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Companies are permitted to adopt this new rule following either a full or modified retrospective approach. Early adoption is not permitted. The Company is in the process of evaluating the potential impacts of this updated authoritative guidance on its consolidated financial statements. | |
Inventories
Inventories | 6 Months Ended | |||||
Feb. 28, 2015 | ||||||
Inventories [Abstract] | ||||||
Inventories | Note 3. Inventories | |||||
Inventories consist primarily of raw materials and components, finished goods, and product held at third-party contract manufacturers. Inventories are stated at the lower of cost or market and cost is determined based on a first-in, first-out method or, for a portion of raw materials inventory, the average cost method. Inventories consisted of the following (in thousands): | ||||||
February 28, | August 31, | |||||
2015 | 2014 | |||||
Product held at third-party contract manufacturers | $ | 4,472 | $ | 3,945 | ||
Raw materials and components | 3,728 | 3,670 | ||||
Work-in-process | 368 | 261 | ||||
Finished goods | 26,109 | 27,113 | ||||
Total | $ | 34,677 | $ | 34,989 | ||
Property_and_Equipment
Property and Equipment | 6 Months Ended | |||||
Feb. 28, 2015 | ||||||
Property And Equipment [Abstract] | ||||||
Property and Equipment | Note 4. Property and Equipment | |||||
Property and equipment, net, consisted of the following (in thousands): | ||||||
February 28, | August 31, | |||||
2015 | 2014 | |||||
Machinery, equipment and vehicles | $ | 14,012 | $ | 13,459 | ||
Buildings and improvements | 4,142 | 4,044 | ||||
Computer and office equipment | 3,999 | 3,312 | ||||
Software | 6,908 | 6,824 | ||||
Furniture and fixtures | 1,459 | 1,421 | ||||
Land | 282 | 295 | ||||
Subtotal | 30,802 | 29,355 | ||||
Less: accumulated depreciation and amortization | -20,587 | -19,653 | ||||
Total | $ | 10,215 | $ | 9,702 | ||
Goodwill_And_Other_Intangible_
Goodwill And Other Intangible Assets | 6 Months Ended | |||||||||||
Feb. 28, 2015 | ||||||||||||
Goodwill And Other Intangible Assets [Abstract] | ||||||||||||
Goodwill And Other Intangible Assets | Note 5. Goodwill and Other Intangible Assets | |||||||||||
Acquisitions | ||||||||||||
During the first quarter of fiscal year 2015, the Company entered into an agreement by and between GT 85 Limited (“GT85”) and WD-40 Company Limited, which is the Company’s U.K. subsidiary, to acquire the GT85 business and certain of its assets for a purchase consideration of $4.1 million. Of this purchase consideration, $3.7 million was paid in cash upon completion of the acquisition (“completion) and the remaining balance will be paid nine months following completion provided that the WD-40 Company Limited has not asserted a claim arising under the terms of the acquisition agreement. If an unresolved claim is outstanding nine months following completion, the asserted amount of the claim will continue to be retained until the matter is resolved. Located in the U.K., the GT85 business was engaged in the marketing and sale of the GT85® and SG85 brands of multi-purpose maintenance products. This acquisition complements the Company’s multi-purpose maintenance products and will help to build upon its strategy to develop new product categories for WD-40 Specialist and WD-40 BIKE. | ||||||||||||
The purchase price was allocated to certain customer-related, trade name-related, and technology-based intangible assets in the amount of $1.7 million, $0.9 million, and $0.2 million, respectively. The Company began to amortize these definite-lived intangible assets on a straight-line basis over their estimated useful lives of eight, ten, and four years, respectively, in the first quarter of fiscal year 2015. The purchase price exceeded the fair value of the intangible assets acquired and, as a result, the Company recorded goodwill of $1.3 million in connection with this transaction. The amount of goodwill expected to be deductible for tax purposes is also $1.3 million. This acquisition did not have a material impact on the Company’s condensed consolidated financial statements, and as a result no pro forma disclosures have been presented. | ||||||||||||
During the second quarter of fiscal year 2014, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and between Etablissements Decloedt SA/NV (“Etablissements”) and WD-40 Company Limited. From January 1998 through the date of this Purchase Agreement, Etablissements acted as one of the Company’s international marketing distributors located in Belgium where it marketed and distributed certain of the WD-40 products. Pursuant to the Purchase Agreement, the Company acquired the list of customers and related information (the “customer list”) from Establissements for a purchase consideration of $1.8 million in cash. The Company has been using this customer list since its acquisition to solicit and transact direct sales of its products in Belgium. The Company began to amortize this customer list definite-lived intangible asset on a straight-line basis over its estimated useful life of five years in the second quarter of fiscal year 2014. | ||||||||||||
Goodwill | ||||||||||||
The following table summarizes the changes in the carrying amounts of goodwill by segment (in thousands): | ||||||||||||
Americas | EMEA | Asia-Pacific | Total | |||||||||
Balance as of August 31, 2014 | $ | 85,581 | $ | 8,707 | $ | 1,211 | $ | 95,499 | ||||
GT85 acquisition | - | 1,231 | - | 1,231 | ||||||||
Translation adjustments | -43 | -242 | -1 | -286 | ||||||||
Balance as of February 28, 2015 | $ | 85,538 | $ | 9,696 | $ | 1,210 | $ | 96,444 | ||||
During the second quarter of fiscal year 2015, the Company performed its annual goodwill impairment test. The annual goodwill impairment test was performed at the reporting unit level as required by the authoritative guidance. In accordance with ASU No. 2011-08, “Testing Goodwill for Impairment”, the Company performed the two-step quantitative assessment for each of its reporting units to determine whether the fair value of any of the reporting units were less than their carrying amounts. The Company determined the fair value of its reporting units in step one of the analysis by following the income approach which uses a discounted cash flow methodology. When using the discounted cash flow methodology, the fair value of each of the reporting units is based on the present value of the estimated future cash flows of each of the respective reporting units. The discounted cash flow methodology also requires management to make assumptions about certain key inputs in the estimated cash flows, including long-term sales forecasts or growth rates, terminal growth rates and discount rates, all of which are inherently uncertain. The Company determined that a discount rate of 9%, a sales growth rate of 4.5% and a terminal growth rate of 2% was appropriate to use in step one of the analysis for all of its reporting units. The forecast of future cash flows was based on management’s best estimates of sales growth rates and operating margins for the next five fiscal years. The discount rate used was based on the current weighted-average cost of capital for the Company. As these assumptions are largely unobservable, the estimate of fair value analysis falls within Level 3 of the fair value hierarchy. Based on the results of step one of the quantitative two-step analysis, the Company determined that the estimated fair value of each of its reporting units significantly exceeded their respective carrying values. As a result, step two of the quantitative analysis was not required and the Company concluded that no impairment of its goodwill existed as of February 28, 2015. | ||||||||||||
While the Company believes that the estimates and assumptions used in its goodwill impairment test and analyses are reasonable, actual events and results could differ substantially from those included in the calculation. In the event that business conditions change in the future, the Company may be required to reassess and update its forecasts and estimates used in subsequent goodwill impairment analyses. If the results of these future analyses are lower than current estimates, an impairment charge to the Company’s goodwill balances may result at that time. | ||||||||||||
Definite-lived Intangible Assets | ||||||||||||
The Company’s definite-lived intangible assets, which include the 2000 Flushes, Spot Shot, Carpet Fresh, 1001 and GT85 trade names, the Belgium customer list, the GT85 customer relationships and the GT85 technology are included in other intangible assets, net in the Company’s condensed consolidated balance sheets. The following table summarizes the definite-lived intangible assets and the related accumulated amortization and impairment (in thousands): | ||||||||||||
February 28, | August 31, | |||||||||||
2015 | 2014 | |||||||||||
Gross carrying amount | $ | 38,931 | $ | 36,670 | ||||||||
Accumulated amortization | -13,220 | -12,021 | ||||||||||
Accumulated impairment of intangible assets | -1,077 | -1,077 | ||||||||||
Translation adjustments | -123 | 99 | ||||||||||
Net carrying amount | $ | 24,511 | $ | 23,671 | ||||||||
There were no indicators of potential impairment identified as a result of the Company’s review of events and circumstances related to its existing definite-lived intangible assets for the quarter ended February 28, 2015. | ||||||||||||
Changes in the carrying amounts of definite-lived intangible assets by segment for the six months ended February 28, 2015 are summarized below (in thousands): | ||||||||||||
Americas | EMEA | Asia-Pacific | Total | |||||||||
Balance as of August 31, 2014 | $ | 19,328 | $ | 4,343 | $ | - | $ | 23,671 | ||||
Amortization expense | -1,104 | -422 | - | -1,526 | ||||||||
GT85 customer relationships | - | 1,580 | - | 1,580 | ||||||||
GT85 trade name | - | 902 | - | 902 | ||||||||
GT85 technology | - | 160 | - | 160 | ||||||||
Translation adjustments | - | -276 | - | -276 | ||||||||
Balance as of February 28, 2015 | $ | 18,224 | $ | 6,287 | $ | - | $ | 24,511 | ||||
The estimated amortization expense for the Company’s definite-lived intangible assets in future fiscal years is as follows (in thousands): | ||||||||||||
Trade Names | Customer-Based | Technology | ||||||||||
Remainder of fiscal year 2015 | $ | 1,232 | $ | 267 | $ | 20 | ||||||
Fiscal year 2016 | 2,455 | 534 | 40 | |||||||||
Fiscal year 2017 | 2,455 | 534 | 40 | |||||||||
Fiscal year 2018 | 2,455 | 534 | 40 | |||||||||
Fiscal year 2019 | 2,455 | 309 | - | |||||||||
Thereafter | 10,549 | 592 | - | |||||||||
Total | $ | 21,601 | $ | 2,770 | $ | 140 | ||||||
Accrued_And_Other_Liabilities
Accrued And Other Liabilities | 6 Months Ended | |||||
Feb. 28, 2015 | ||||||
Accrued And Other Liabilities [Abstract] | ||||||
Accrued And Other Liabilities | Note 6. Accrued and Other Liabilities | |||||
Accrued liabilities consisted of the following (in thousands): | ||||||
February 28, | August 31, | |||||
2015 | 2014 | |||||
Accrued advertising and sales promotion expenses | $ | 9,237 | $ | 10,140 | ||
Accrued professional services fees | 1,603 | 1,715 | ||||
Accrued sales taxes | 968 | 934 | ||||
Accrued other taxes | 271 | 476 | ||||
Other | 4,716 | 5,117 | ||||
Total | $ | 16,795 | $ | 18,382 | ||
Accrued payroll and related expenses consisted of the following (in thousands): | ||||||
February 28, | August 31, | |||||
2015 | 2014 | |||||
Accrued incentive compensation | $ | 3,011 | $ | 8,558 | ||
Accrued payroll | 2,947 | 2,813 | ||||
Accrued profit sharing | 814 | 2,424 | ||||
Accrued payroll taxes | 975 | 1,602 | ||||
Other | 447 | 572 | ||||
Total | $ | 8,194 | $ | 15,969 | ||
Debt
Debt | 6 Months Ended |
Feb. 28, 2015 | |
Debt [Abstract] | |
Debt | Note 7. Debt |
Revolving Credit Facility | |
On June 17, 2011, the Company entered into an unsecured credit agreement with Bank of America, N.A. (“Bank of America”). The agreement consisted of a $75.0 million three-year revolving credit facility. Under the terms of the credit facility agreement, the Company may initiate loans in U.S. dollars or in foreign currencies from time to time during the three-year period, which was set to expire on June 17, 2014. Per the terms of the agreement, all loans denominated in U.S. dollars will accrue interest at the bank’s Prime rate or at LIBOR plus a predetermined margin and all loans denominated in foreign currencies will accrue interest at LIBOR plus the same predetermined margin (together with any applicable mandatory liquid asset costs imposed by non-U.S. banking regulatory authorities). Interest on outstanding loans is due and payable on a quarterly basis through the credit facility maturity date. The Company may also borrow against the credit facility through the issuance of standby letters of credit. Outstanding letters of credit are subject to a fee equal to a predetermined percent per annum applied to amounts available to be drawn on outstanding letters of credit. The Company will also incur commitment fees for the credit facility at a predetermined annual rate which will be applied to the portion of the total credit facility commitment that has not been borrowed until outstanding loans and letters of credit exceed one half the total amount of the credit facility. | |
On January 7, 2013, the Company entered into a first amendment (the “Amendment”) to this existing unsecured credit agreement with Bank of America. The Amendment extended the maturity date of the revolving credit facility for five years and increased the revolving commitment to an amount not to exceed $125.0 million. The new maturity date for the revolving credit facility per the Amendment is January 7, 2018. In addition, per the terms of the Amendment, the LIBOR margin decreased from 0.90 to 0.85 percent, the letter of credit fee decreased from 0.90 to 0.85 percent per annum and the commitment fee decreased from an annual rate of 0.15 percent to 0.12 percent. The Company incurs commitment fees applied to the portion of the total credit facility commitment that has not been borrowed until outstanding loans and letters of credit exceed $62.5 million. To date, the Company has used the proceeds of the revolving credit facility for its stock repurchases and plans to continue using such proceeds for its general working capital needs and stock repurchases under any existing board approved share buy-back plans. | |
The agreement includes representations, warranties and covenants customary for credit facilities of this type, as well as customary events of default and remedies. The agreement also requires the Company to maintain minimum consolidated EBITDA of $40.0 million, measured on a trailing twelve month basis, at each reporting period. | |
During the six months ended February 28, 2015, the Company borrowed an additional $5.0 million U.S. dollars under the revolving credit facility. The Company regularly converts existing draws on its line of credit to new draws with new maturity dates and interest rates. The balances on these draws and conversions have remained within a short-term classification due to certain contractual clauses included in its line of credit agreement with Bank of America. As of February 28, 2015, the Company had a $103.0 million outstanding balance on the revolving credit facility and was in compliance with all debt covenants under this credit facility. | |
Share_Repurchase_Plan
Share Repurchase Plan | 6 Months Ended |
Feb. 28, 2015 | |
Share Repurchase Plan [Abstract] | |
Share Repurchase Plan | Note 8. Share Repurchase Plans |
On June 18, 2013, the Company’s Board of Directors approved a share buy-back plan. Under the plan, which was to be in effect from August 1, 2013 through August 31, 2015, the Company was authorized to acquire up to $60.0 million of its outstanding shares on such terms and conditions as may be acceptable to the Company’s Chief Executive Officer or Chief Financial Officer and subject to present loan covenants and in compliance with all laws and regulations applicable thereto. During the period from August 1, 2013 through February 28, 2015, the Company repurchased 848,545 shares at a total cost of $60.0 million. As a result, the Company has utilized the entire authorized amount and completed the repurchases under this share buy-back plan. | |
On October 14, 2014, the Company’s Board of Directors approved a new share buy-back plan. Under the plan, which becomes effective once the Company’s existing $60.0 million plan has been exhausted, the Company is authorized to acquire up to $75.0 million of its outstanding shares through August 31, 2016. The timing and amount of repurchases will be based on terms and conditions as may be acceptable to the Company’s Chief Executive Officer and Chief Financial Officer and in compliance with all laws and regulations applicable thereto. Through February 28, 2015, no repurchases were made under this $75.0 million plan. | |
Earnings_Per_Common_Share
Earnings Per Common Share | 6 Months Ended | |||||||||||
Feb. 28, 2015 | ||||||||||||
Earnings Per Common Share [Abstract] | ||||||||||||
Earnings Per Common Share | Note 9. Earnings per Common Share | |||||||||||
The table below reconciles net income to net income available to common shareholders (in thousands): | ||||||||||||
Three Months Ended February 28, | Six Months Ended February 28, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Net income | $ | 11,333 | $ | 10,317 | $ | 22,119 | $ | 21,799 | ||||
Less: Net income allocated to | ||||||||||||
participating securities | -68 | -56 | -130 | -114 | ||||||||
Net income available to common shareholders | $ | 11,265 | $ | 10,261 | $ | 21,989 | $ | 21,685 | ||||
The table below summarizes the weighted-average number of common shares outstanding included in the calculation of basic and diluted EPS (in thousands): | ||||||||||||
Three Months Ended February 28, | Six Months Ended February 28, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Weighted-average common | ||||||||||||
shares outstanding, basic | 14,636 | 15,202 | 14,652 | 15,241 | ||||||||
Weighted-average dilutive securities | 67 | 70 | 68 | 78 | ||||||||
Weighted-average common | ||||||||||||
shares outstanding, diluted | 14,703 | 15,272 | 14,720 | 15,319 | ||||||||
For the three months ended February 28, 2015 and 2014, there were no anti-dilutive stock-based equity awards outstanding. | ||||||||||||
For the six months ended February 28, 2015 and 2014, weighted-average stock-based equity awards outstanding that are non-participating securities in the amounts of 2,673 and 8,909, respectively, were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive. | ||||||||||||
Related_Parties
Related Parties | 6 Months Ended |
Feb. 28, 2015 | |
Related Parties [Abstract] | |
Related Parties | Note 10. Related Parties |
On October 11, 2011, the Company’s Board of Directors elected Mr. Gregory A. Sandfort as a director of WD-40 Company. Mr. Sandfort is President and Chief Executive Officer of Tractor Supply Company (“Tractor Supply”), which is a WD-40 Company customer that acquires products from the Company in the ordinary course of business. | |
The condensed consolidated financial statements include sales to Tractor Supply of $0.2 million for each of the three months ended February 28, 2015 and 2014, and $0.4 million for each of the six months ended February 28, 2015 and 2014. Accounts receivable from Tractor Supply were not material as of February 28, 2015. | |
Commitments_And_Contingencies
Commitments And Contingencies | 6 Months Ended |
Feb. 28, 2015 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | Note 11. Commitments and Contingencies |
Purchase Commitments | |
The Company has ongoing relationships with various suppliers (contract manufacturers) who manufacture the Company’s products. The contract manufacturers maintain title and control of certain raw materials and components, materials utilized in finished products, and of the finished products themselves until shipment to the Company’s customers or third-party distribution centers in accordance with agreed upon shipment terms. Although the Company typically does not have definitive minimum purchase obligations included in the contract terms with its contract manufacturers, when such obligations have been included, they have been immaterial. In the ordinary course of business, supply needs are communicated by the Company to its contract manufacturers based on orders and short-term projections, ranging from two to five months. The Company is committed to purchase the products produced by the contract manufacturers based on the projections provided. | |
Upon the termination of contracts with contract manufacturers, the Company obtains certain inventory control rights and is obligated to work with the contract manufacturer to sell through all product held by or manufactured by the contract manufacturer on behalf of the Company during the termination notification period. If any inventory remains at the contract manufacturer at the termination date, the Company is obligated to purchase such inventory which may include raw materials, components and finished goods. Prior to the fourth quarter of fiscal year 2012, amounts for inventory purchased under termination commitments have been immaterial. As a result of the unanticipated termination of the IQ Products Company contract manufacturing agreement in the fourth quarter of fiscal year 2012, the Company is currently obligated to purchase $1.7 million of inventory which is included in inventories in the Company’s condensed consolidated balance sheet as of February 28, 2015. | |
In addition to the commitments to purchase products from contract manufacturers described above, the Company may also enter into commitments with other manufacturers to purchase finished goods and components to support innovation initiatives and/or supply chain initiatives. As of February 28, 2015, no such commitments were outstanding. | |
Litigation | |
The Company is party to various claims, legal actions and complaints, including product liability litigation, arising in the ordinary course of business. | |
On February 25, 2014, a legal action was filed against the Company in the Superior Court of California for San Diego County (David Wolf v. WD-40 Company). Mr. Wolf’s complaint seeks class action status and alleges that the Company violated California Penal Code Section 632.7 which prohibits the interception or reception and intentional recording of “a communication transmitted between two cellular radio telephones, a cellular radio telephone and a landline telephone, two cordless telephones, a cordless telephone and a landline telephone, or a cordless telephone and a cellular radio telephone” without the consent of both parties to the communication. Mr. Wolf alleges that he called a toll free number for the Company from his cellular radio telephone and that his call was recorded by the Company without his consent in violation of the statute. The California Penal Code provides for a private right of action to persons who are injured by a violation of the statute. If entitled to recover, the injured plaintiff may recover the greater of $5,000 or three times the amount of actual damages sustained by the plaintiff. The Company asserts that the Company has not violated the California Penal Code and the Company intends to vigorously defend this action. At the present time, the Company is unable to estimate the extent of possible loss or a range of possible loss that could result from this legal proceeding. | |
On May 31, 2012, a legal action was filed against the Company in the United States District Court, Southern District of Texas, Houston Division (IQ Products Company v. WD-40 Company). IQ Products Company, a Texas corporation ("IQPC"), or an affiliate or a predecessor of IQPC, provided contract manufacturing services to the Company for many years. The allegations of IQPC’s complaint arose out of a pending termination of this business relationship. In 2011, the Company requested proposals for manufacturing services from all of its domestic contract manufacturers in conjunction with a project to redesign the Company’s supply chain architecture in North America. IQPC submitted a proposal as requested, and the Company tentatively awarded IQPC a new contract based on the information and pricing included in that proposal. IQPC subsequently sought to materially increase the quoted price for such manufacturing services. As a result, the Company chose to terminate its business relationship with IQPC. IOPC’s complaint alleged that the Company wrongfully terminated the business relationship. IQPC also raised alleged safety concerns regarding a long-standing manufacturing specification related to the Company’s products. The Company believes that IQPC’s safety concerns are unfounded. | |
In its complaint, IQPC asserted that the Company is obligated to indemnify IQPC for prospective claims and losses based on a 1993 indemnity agreement and pursuant to common law. IQPC asserted that it was harmed by the Company's allegedly retaliatory conduct in seeking to terminate its relationship with IQPC, allegedly in response to the safety concerns identified by IQPC. IQPC seeks declaratory relief to establish that it is entitled to indemnification and also to establish that the Company is responsible for reporting the alleged safety concerns to the United States Consumer Products Safety Commission and to the United States Department of Transportation. In the Company’s fiscal quarter ended February 28, 2015 the Pipeline and Hazardous Materials Safety Administration (“PHMSA”) of the Department of Transportation delivered a letter to IQPC to inform IQPC that it concluded an investigation and found no evidence of non-compliance with existing PHMSA regulations or an imminent public safety hazard posed by WD-40 Company products. | |
On January 22, 2014, an initial phase of proceedings brought by the Company to require that all of IQPC’s claims be resolved by arbitration under the rules of the American Arbitration Association in accordance with an arbitration provision of the parties’ pre-existing 1996 Manufacturing License and Product Purchase Agreement was concluded. An Arbitration Panel of three Arbitrators selected by the parties tentatively confirmed that all claims arising out of the agreement are subject to arbitration. Although IQPC continues to contest this determination in the arbitration proceeding, the arbitration proceeding was commenced in August 2014 and the hearing was concluded in January 2015 in San Diego, California. In its claim for arbitration, the Company seeks damages from IQPC arising out of the termination of the relationship, specifically including damages arising out of IQPC’s failure to cooperate with the Company with respect to the required sale and shipment of finished goods inventory to the Company in conjunction with the termination of the relationship. In the arbitration proceedings, IQPC is asserting claims for breach of contract damages relating to IQPC’s production of the finished goods inventory prior to termination of the relationship, specifically including storage fees for materials and finished goods held at its facilities after termination of the relationship. The parties may also seek such declaratory relief as may be appropriate to resolve the dispute. A decision of the Arbitration Panel is anticipated in May or June of 2015. | |
The Company believes that IQPC’s claims are without merit and the Company continues to vigorously defend this matter. At the present time, the Company is unable to estimate the extent of possible loss or a range of possible loss that could result from this legal proceeding. | |
Indemnifications | |
As permitted under Delaware law, the Company has agreements whereby it indemnifies senior officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company maintains Director and Officer insurance coverage that mitigates the Company’s exposure with respect to such obligations. As a result of the Company’s insurance coverage, management believes that the estimated fair value of these indemnification agreements is minimal. Thus, no liabilities have been recorded for these agreements as of February 28, 2015. | |
From time to time, the Company enters into indemnification agreements with certain contractual parties in the ordinary course of business, including agreements with lenders, lessors, contract manufacturers, marketing distributors, customers and certain vendors. All such indemnification agreements are entered into in the context of the particular agreements and are provided in an attempt to properly allocate risk of loss in connection with the consummation of the underlying contractual arrangements. Although the maximum amount of future payments that the Company could be required to make under these indemnification agreements is unlimited, management believes that the Company maintains adequate levels of insurance coverage to protect the Company with respect to most potential claims arising from such agreements and that such agreements do not otherwise have value separate and apart from the liabilities incurred in the ordinary course of the Company’s business. Thus, no liabilities have been recorded with respect to such indemnification agreements as of February 28, 2015. | |
Income_Taxes
Income Taxes | 6 Months Ended |
Feb. 28, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Note 12. Income Taxes |
The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter. | |
The provision for income taxes was 29.6% and 31.0% of income before income taxes for the three months ended February 28, 2015 and 2014, respectively, and 30.1% and 30.6% of income before income taxes for the six months ended February 28, 2015 and 2014, respectively. The decrease in the effective income tax rate for both the three and six months ended February 28, 2015 as compared to the same periods of the prior fiscal year was driven by an increase in the portion of the Company’s total earnings from foreign operations, which are taxed at lower rates, particularly those in the United Kingdom. | |
The Company is subject to taxation in the U.S. and in various state and foreign jurisdictions. Due to expired statutes, the Company’s federal income tax returns for years prior to fiscal year 2012 are not subject to examination by the U.S. Internal Revenue Service. Generally, for the majority of state and foreign jurisdictions where the Company does business, periods prior to fiscal year 2011 are no longer subject to examination. The Company has estimated that up to $0.4 million of unrecognized tax benefits related to income tax positions may be affected by the resolution of tax examinations or expiring statutes of limitation within the next twelve months. Audit outcomes and the timing of settlements are subject to significant uncertainty. | |
Business_Segments_And_Foreign_
Business Segments And Foreign Operations | 6 Months Ended | ||||||||||||||
Feb. 28, 2015 | |||||||||||||||
Business Segments And Foreign Operations [Abstract] | |||||||||||||||
Business Segments And Foreign Operations | Note 13. Business Segments and Foreign Operations | ||||||||||||||
The Company evaluates the performance of its segments and allocates resources to them based on sales and operating income. The Company is organized on the basis of geographical area into the following three segments: the Americas; EMEA; and Asia-Pacific. Segment data does not include inter-segment revenues. Unallocated corporate expenses are general corporate overhead expenses not directly attributable to the operating segments and are reported separate from the Company’s identified segments. The corporate overhead costs include expenses for the Company’s accounting and finance, information technology, human resources, research and development, quality control and executive management functions, as well as all direct costs associated with public company compliance matters including legal, audit and other professional services costs. | |||||||||||||||
Summary information about reportable segments is as follows (in thousands): | |||||||||||||||
Unallocated | |||||||||||||||
For the Three Months Ended | Americas | EMEA | Asia-Pacific | Corporate (1) | Total | ||||||||||
February 28, 2015: | |||||||||||||||
Net sales | $ | 44,702 | $ | 38,679 | $ | 13,950 | $ | - | $ | 97,331 | |||||
Income from operations | $ | 10,859 | $ | 9,255 | $ | 3,718 | $ | -6,201 | $ | 17,631 | |||||
Depreciation and | |||||||||||||||
amortization expense | $ | 1,032 | $ | 513 | $ | 61 | $ | 8 | $ | 1,614 | |||||
Interest income | $ | 2 | $ | 117 | $ | 59 | $ | - | $ | 178 | |||||
Interest expense | $ | 272 | $ | - | $ | 3 | $ | - | $ | 275 | |||||
February 28, 2014: | |||||||||||||||
Net sales | $ | 45,208 | $ | 38,111 | $ | 10,865 | $ | - | $ | 94,184 | |||||
Income from operations | $ | 9,878 | $ | 8,499 | $ | 1,914 | $ | -5,039 | $ | 15,252 | |||||
Depreciation and | |||||||||||||||
amortization expense | $ | 1,090 | $ | 316 | $ | 61 | $ | 4 | $ | 1,471 | |||||
Interest income | $ | 1 | $ | 113 | $ | 44 | $ | - | $ | 158 | |||||
Interest expense | $ | 223 | $ | - | $ | 3 | $ | - | $ | 226 | |||||
For the Six Months Ended | |||||||||||||||
February 28, 2015: | |||||||||||||||
Net sales | $ | 89,475 | $ | 73,270 | $ | 30,939 | $ | - | $ | 193,684 | |||||
Income from operations | $ | 20,825 | $ | 15,635 | $ | 8,164 | $ | -11,400 | $ | 33,224 | |||||
Depreciation and | |||||||||||||||
amortization expense | $ | 2,060 | $ | 1,055 | $ | 116 | $ | 16 | $ | 3,247 | |||||
Interest income | $ | 5 | $ | 217 | $ | 90 | $ | - | $ | 312 | |||||
Interest expense | $ | 565 | $ | - | $ | 4 | $ | - | $ | 569 | |||||
February 28, 2014: | |||||||||||||||
Net sales | $ | 89,270 | $ | 74,627 | $ | 25,828 | $ | - | $ | 189,725 | |||||
Income from operations | $ | 19,902 | $ | 17,434 | $ | 5,941 | $ | -11,258 | $ | 32,019 | |||||
Depreciation and | |||||||||||||||
amortization expense | $ | 2,158 | $ | 563 | $ | 113 | $ | 15 | $ | 2,849 | |||||
Interest income | $ | 2 | $ | 214 | $ | 73 | $ | - | $ | 289 | |||||
Interest expense | $ | 436 | $ | - | $ | 5 | $ | - | $ | 441 | |||||
-1 | Unallocated corporate expenses are general corporate overhead expenses not directly attributable to any one of the operating segments. These expenses are reported separate from the Company’s identified segments and are included in Selling, General and Administrative expenses on the Company’s condensed consolidated statements of operations. | ||||||||||||||
The Company’s Chief Operating Decision Maker does not review assets by segment as part of the financial information provided and therefore, no asset information is provided in the above table. | |||||||||||||||
Net sales by product group are as follows (in thousands): | |||||||||||||||
Three Months Ended February 28, | Six Months Ended February 28, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Multi-purpose maintenance products | $ | 86,589 | $ | 83,804 | $ | 171,493 | $ | 167,790 | |||||||
Homecare and cleaning products | 10,742 | 10,380 | 22,191 | 21,935 | |||||||||||
Total | $ | 97,331 | $ | 94,184 | $ | 193,684 | $ | 189,725 | |||||||
Subsequent_Events
Subsequent Events | 6 Months Ended |
Feb. 28, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events |
On March 24, 2015, the Company’s Board of Directors declared a cash dividend of $0.38 per share payable on April 30, 2015 to shareholders of record on April 16, 2015. | |
On April 6, 2015, David Wolf filed a request to dismiss, with prejudice, his claim against the Company. This legal action was originally filed by Mr. Wolf on February 25, 2014 (David Wolf v. WD-40 Company) and alleged that the Company had intentionally recorded his phone call to the Company’s toll free number without his consent in violation of the California Penal Code Section 632.7. Upon entry of the dismissal by the Superior Court, this proceeding will be terminated. See Note 11 – Commitments and Contingencies for additional information on this claim. | |
Basis_Of_Presentation_And_Summ1
Basis Of Presentation And Summary Of Significant Accounting Policies (Policies) | 6 Months Ended |
Feb. 28, 2015 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |
Basis Of Consolidation | Basis of Consolidation |
The condensed consolidated financial statements included herein have been prepared by the Company, without audit, according to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The August 31, 2014 year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. | |
In the opinion of management, the unaudited financial information for the interim periods shown reflects all adjustments necessary for a fair statement thereof and such adjustments are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2014, which was filed with the SEC on October 21, 2014. | |
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | |
Use Of Estimates | Use of Estimates |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year. | |
Foreign Currency Forward Contracts | Foreign Currency Forward Contracts |
In the normal course of business, the Company employs established policies and procedures to manage its exposure to fluctuations in foreign currency exchange rates. The Company’s U.K. subsidiary, whose functional currency is Pound Sterling, utilizes foreign currency forward contracts to limit its exposure in converting forecasted cash balances denominated in non-functional currencies. The principal currency affected is the Euro. The Company regularly monitors its foreign currency exchange rate exposures to ensure the overall effectiveness of its foreign currency hedge positions. While the Company engages in foreign currency hedging activity to reduce its risk, for accounting purposes, none of its foreign currency forward contracts are designated as hedges. | |
Foreign currency forward contracts are carried at fair value, with net realized and unrealized gains and losses recognized currently in other income (expense) in the Company’s condensed consolidated statements of operations. Cash flows from settlements of foreign currency forward contracts are included in operating activities in the condensed consolidated statements of cash flows. Foreign currency forward contracts in an asset position at the end of the reporting period are included in other current assets, while foreign currency forward contracts in a liability position at the end of the reporting period are included in accrued liabilities in the Company’s condensed consolidated balance sheets. At February 28, 2015, the Company had a notional amount of $5.5 million outstanding in foreign currency forward contracts, which mature from March through May 2015. Unrealized net gains and losses related to foreign currency forward contracts were not significant at February 28, 2015 and August 31, 2014. Realized net gains and losses related to foreign currency forward contracts were not material for each of the three and six month periods ended February 28, 2015 and 2014. | |
Fair Value Measurements | Fair Value Measurements |
Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes its financial assets and liabilities measured at fair value into a hierarchy that categorizes fair value measurements into the following three levels based on the types of inputs used in measuring their fair value: | |
Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities; | |
Level 2: Observable market-based inputs or observable inputs that are corroborated by market data; and | |
Level 3: Unobservable inputs reflecting the Company’s own assumptions. | |
Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of February 28, 2015, the Company had no assets or liabilities that are measured at fair value in the financial statements on a recurring basis, with the exception of the foreign currency forward contracts, which are classified as Level 2 within the fair value hierarchy. The carrying values of cash equivalents, short-term investments and short-term borrowings are recorded at cost, which approximates their fair values primarily due to their short-term maturities and are classified as Level 2 within the fair value hierarchy. During the six months ended February 28, 2015, the Company did not record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition. | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”, which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The new rule requires companies to present in the financial statements an unrecognized tax benefit as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward except to the extent such items are not available or not intended to be used at the reporting date to settle any additional income taxes that would result from the disallowance of a tax position. In such instances, the unrecognized tax benefit is required to be presented in the financial statements as a liability and not be combined with deferred tax assets. The adoption of this authoritative guidance did not have a material impact on the Company’s consolidated financial statement and related disclosures. | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards |
In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis”, which amends existing consolidation guidance for reporting organizations such as limited partnerships and other similar entities that are required to evaluate whether they should consolidate certain legal entities. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted. The Company is currently evaluating the potential impacts of this updated guidance on its consolidated financial statements and related disclosures. | |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition”. The core principle of this updated guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new rule also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Companies are permitted to adopt this new rule following either a full or modified retrospective approach. Early adoption is not permitted. The Company is in the process of evaluating the potential impacts of this updated authoritative guidance on its consolidated financial statements. | |
Inventories_Tables
Inventories (Tables) | 6 Months Ended | |||||
Feb. 28, 2015 | ||||||
Inventories [Abstract] | ||||||
Schedule Of Inventories | ||||||
February 28, | August 31, | |||||
2015 | 2014 | |||||
Product held at third-party contract manufacturers | $ | 4,472 | $ | 3,945 | ||
Raw materials and components | 3,728 | 3,670 | ||||
Work-in-process | 368 | 261 | ||||
Finished goods | 26,109 | 27,113 | ||||
Total | $ | 34,677 | $ | 34,989 | ||
Property_And_Equipment_Tables
Property And Equipment (Tables) | 6 Months Ended | |||||
Feb. 28, 2015 | ||||||
Property And Equipment [Abstract] | ||||||
Schedule Of Property And Equipment, Net | ||||||
February 28, | August 31, | |||||
2015 | 2014 | |||||
Machinery, equipment and vehicles | $ | 14,012 | $ | 13,459 | ||
Buildings and improvements | 4,142 | 4,044 | ||||
Computer and office equipment | 3,999 | 3,312 | ||||
Software | 6,908 | 6,824 | ||||
Furniture and fixtures | 1,459 | 1,421 | ||||
Land | 282 | 295 | ||||
Subtotal | 30,802 | 29,355 | ||||
Less: accumulated depreciation and amortization | -20,587 | -19,653 | ||||
Total | $ | 10,215 | $ | 9,702 | ||
Goodwill_And_Other_Intangible_1
Goodwill And Other Intangible Assets (Tables) | 6 Months Ended | |||||||||||
Feb. 28, 2015 | ||||||||||||
Goodwill And Other Intangible Assets [Abstract] | ||||||||||||
Summary Of Changes In Carrying Amounts Of Goodwill | ||||||||||||
Americas | EMEA | Asia-Pacific | Total | |||||||||
Balance as of August 31, 2014 | $ | 85,581 | $ | 8,707 | $ | 1,211 | $ | 95,499 | ||||
GT85 acquisition | - | 1,231 | - | 1,231 | ||||||||
Translation adjustments | -43 | -242 | -1 | -286 | ||||||||
Balance as of February 28, 2015 | $ | 85,538 | $ | 9,696 | $ | 1,210 | $ | 96,444 | ||||
Summary Of Definite-Lived Intangible Assets | ||||||||||||
February 28, | August 31, | |||||||||||
2015 | 2014 | |||||||||||
Gross carrying amount | $ | 38,931 | $ | 36,670 | ||||||||
Accumulated amortization | -13,220 | -12,021 | ||||||||||
Accumulated impairment of intangible assets | -1,077 | -1,077 | ||||||||||
Translation adjustments | -123 | 99 | ||||||||||
Net carrying amount | $ | 24,511 | $ | 23,671 | ||||||||
Summary Of Changes In Carrying Amounts Of Definite-Lived Intangible Assets By Segment | ||||||||||||
Americas | EMEA | Asia-Pacific | Total | |||||||||
Balance as of August 31, 2014 | $ | 19,328 | $ | 4,343 | $ | - | $ | 23,671 | ||||
Amortization expense | -1,104 | -422 | - | -1,526 | ||||||||
GT85 customer relationships | - | 1,580 | - | 1,580 | ||||||||
GT85 trade name | - | 902 | - | 902 | ||||||||
GT85 technology | - | 160 | - | 160 | ||||||||
Translation adjustments | - | -276 | - | -276 | ||||||||
Balance as of February 28, 2015 | $ | 18,224 | $ | 6,287 | $ | - | $ | 24,511 | ||||
Schedule Of Future Estimated Amortization Expense | ||||||||||||
Trade Names | Customer-Based | Technology | ||||||||||
Remainder of fiscal year 2015 | $ | 1,232 | $ | 267 | $ | 20 | ||||||
Fiscal year 2016 | 2,455 | 534 | 40 | |||||||||
Fiscal year 2017 | 2,455 | 534 | 40 | |||||||||
Fiscal year 2018 | 2,455 | 534 | 40 | |||||||||
Fiscal year 2019 | 2,455 | 309 | - | |||||||||
Thereafter | 10,549 | 592 | - | |||||||||
Total | $ | 21,601 | $ | 2,770 | $ | 140 | ||||||
Accrued_And_Other_Liabilities_
Accrued And Other Liabilities (Tables) | 6 Months Ended | |||||
Feb. 28, 2015 | ||||||
Accrued And Other Liabilities [Abstract] | ||||||
Schedule Of Accrued Liabilities | ||||||
February 28, | August 31, | |||||
2015 | 2014 | |||||
Accrued advertising and sales promotion expenses | $ | 9,237 | $ | 10,140 | ||
Accrued professional services fees | 1,603 | 1,715 | ||||
Accrued sales taxes | 968 | 934 | ||||
Accrued other taxes | 271 | 476 | ||||
Other | 4,716 | 5,117 | ||||
Total | $ | 16,795 | $ | 18,382 | ||
Schedule Of Accrued Payroll And Related Expenses | ||||||
February 28, | August 31, | |||||
2015 | 2014 | |||||
Accrued incentive compensation | $ | 3,011 | $ | 8,558 | ||
Accrued payroll | 2,947 | 2,813 | ||||
Accrued profit sharing | 814 | 2,424 | ||||
Accrued payroll taxes | 975 | 1,602 | ||||
Other | 447 | 572 | ||||
Total | $ | 8,194 | $ | 15,969 | ||
Earnings_Per_Common_Share_Tabl
Earnings Per Common Share (Tables) | 6 Months Ended | |||||||||||
Feb. 28, 2015 | ||||||||||||
Earnings Per Common Share [Abstract] | ||||||||||||
Schedule Of Reconciliation Of Net Income To Net Income Available To Common Shareholders | ||||||||||||
Three Months Ended February 28, | Six Months Ended February 28, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Net income | $ | 11,333 | $ | 10,317 | $ | 22,119 | $ | 21,799 | ||||
Less: Net income allocated to | ||||||||||||
participating securities | -68 | -56 | -130 | -114 | ||||||||
Net income available to common shareholders | $ | 11,265 | $ | 10,261 | $ | 21,989 | $ | 21,685 | ||||
Schedule Of Weighted Average Number Of Shares | ||||||||||||
Three Months Ended February 28, | Six Months Ended February 28, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Weighted-average common | ||||||||||||
shares outstanding, basic | 14,636 | 15,202 | 14,652 | 15,241 | ||||||||
Weighted-average dilutive securities | 67 | 70 | 68 | 78 | ||||||||
Weighted-average common | ||||||||||||
shares outstanding, diluted | 14,703 | 15,272 | 14,720 | 15,319 | ||||||||
Business_Segments_And_Foreign_1
Business Segments And Foreign Operations (Tables) | 6 Months Ended | ||||||||||||||
Feb. 28, 2015 | |||||||||||||||
Business Segments And Foreign Operations [Abstract] | |||||||||||||||
Summarized Information By Reportable Segments | |||||||||||||||
Unallocated | |||||||||||||||
For the Three Months Ended | Americas | EMEA | Asia-Pacific | Corporate (1) | Total | ||||||||||
February 28, 2015: | |||||||||||||||
Net sales | $ | 44,702 | $ | 38,679 | $ | 13,950 | $ | - | $ | 97,331 | |||||
Income from operations | $ | 10,859 | $ | 9,255 | $ | 3,718 | $ | -6,201 | $ | 17,631 | |||||
Depreciation and | |||||||||||||||
amortization expense | $ | 1,032 | $ | 513 | $ | 61 | $ | 8 | $ | 1,614 | |||||
Interest income | $ | 2 | $ | 117 | $ | 59 | $ | - | $ | 178 | |||||
Interest expense | $ | 272 | $ | - | $ | 3 | $ | - | $ | 275 | |||||
February 28, 2014: | |||||||||||||||
Net sales | $ | 45,208 | $ | 38,111 | $ | 10,865 | $ | - | $ | 94,184 | |||||
Income from operations | $ | 9,878 | $ | 8,499 | $ | 1,914 | $ | -5,039 | $ | 15,252 | |||||
Depreciation and | |||||||||||||||
amortization expense | $ | 1,090 | $ | 316 | $ | 61 | $ | 4 | $ | 1,471 | |||||
Interest income | $ | 1 | $ | 113 | $ | 44 | $ | - | $ | 158 | |||||
Interest expense | $ | 223 | $ | - | $ | 3 | $ | - | $ | 226 | |||||
For the Six Months Ended | |||||||||||||||
February 28, 2015: | |||||||||||||||
Net sales | $ | 89,475 | $ | 73,270 | $ | 30,939 | $ | - | $ | 193,684 | |||||
Income from operations | $ | 20,825 | $ | 15,635 | $ | 8,164 | $ | -11,400 | $ | 33,224 | |||||
Depreciation and | |||||||||||||||
amortization expense | $ | 2,060 | $ | 1,055 | $ | 116 | $ | 16 | $ | 3,247 | |||||
Interest income | $ | 5 | $ | 217 | $ | 90 | $ | - | $ | 312 | |||||
Interest expense | $ | 565 | $ | - | $ | 4 | $ | - | $ | 569 | |||||
February 28, 2014: | |||||||||||||||
Net sales | $ | 89,270 | $ | 74,627 | $ | 25,828 | $ | - | $ | 189,725 | |||||
Income from operations | $ | 19,902 | $ | 17,434 | $ | 5,941 | $ | -11,258 | $ | 32,019 | |||||
Depreciation and | |||||||||||||||
amortization expense | $ | 2,158 | $ | 563 | $ | 113 | $ | 15 | $ | 2,849 | |||||
Interest income | $ | 2 | $ | 214 | $ | 73 | $ | - | $ | 289 | |||||
Interest expense | $ | 436 | $ | - | $ | 5 | $ | - | $ | 441 | |||||
-1 | Unallocated corporate expenses are general corporate overhead expenses not directly attributable to any one of the operating segments. These expenses are reported separate from the Company’s identified segments and are included in Selling, General and Administrative expenses on the Company’s condensed consolidated statements of operations. | ||||||||||||||
Schedule Of Net Sales By Product Group | |||||||||||||||
Three Months Ended February 28, | Six Months Ended February 28, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Multi-purpose maintenance products | $ | 86,589 | $ | 83,804 | $ | 171,493 | $ | 167,790 | |||||||
Homecare and cleaning products | 10,742 | 10,380 | 22,191 | 21,935 | |||||||||||
Total | $ | 97,331 | $ | 94,184 | $ | 193,684 | $ | 189,725 | |||||||
Basis_Of_Presentation_And_Summ2
Basis Of Presentation And Summary Of Significant Accounting Policies (Narrative) (Details) (USD $) | Feb. 28, 2015 |
In Millions, unless otherwise specified | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |
Foreign currency forward contracts outstanding | $5.50 |
Inventories_Schedule_Of_Invent
Inventories (Schedule Of Inventories) (Details) (USD $) | Feb. 28, 2015 | Aug. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventories [Abstract] | ||
Product held at third-party contract manufacturers | $4,472 | $3,945 |
Raw materials and components | 3,728 | 3,670 |
Work-in-process | 368 | 261 |
Finished goods | 26,109 | 27,113 |
Total | $34,677 | $34,989 |
Property_And_Equipment_Schedul
Property And Equipment (Schedule Of Property And Equipment, Net) (Details) (USD $) | Feb. 28, 2015 | Aug. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property Plant And Equipment [Line Items] | ||
Subtotal | $30,802 | $29,355 |
Less: accumulated depreciation and amortization | -20,587 | -19,653 |
Total | 10,215 | 9,702 |
Machinery, Equipment and Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Subtotal | 14,012 | 13,459 |
Building and Building Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Subtotal | 4,142 | 4,044 |
Computer And Office Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Subtotal | 3,999 | 3,312 |
Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Subtotal | 6,908 | 6,824 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Subtotal | 1,459 | 1,421 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Subtotal | $282 | $295 |
Goodwill_And_Other_Intangible_2
Goodwill And Other Intangible Assets (Narrative) (Details) (USD $) | 3 Months Ended | |||
Feb. 28, 2015 | Nov. 30, 2014 | Feb. 28, 2014 | Aug. 31, 2014 | |
Finite Lived Intangible Assets [Line Items] | ||||
Goodwill | $96,444,000 | $95,499,000 | ||
Fair value inputs, discount rate | 9.00% | |||
Fair value inputs, long-term revenue growth rate | 4.50% | |||
Fair value inputs, terminal growth rate | 2.00% | |||
GT 85 Limited [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Purchase consideration | 4,100,000 | |||
Cash paid | 3,700,000 | |||
Goodwill | 1,300,000 | |||
Goodwill expected to be deductible for tax purposes | 1,300,000 | |||
Establissments Decloedt [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Cash paid | 1,800,000 | |||
Customer-Related [Member] | GT 85 Limited [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Purchase consideration | 1,700,000 | |||
Estimated useful life | 8 years | |||
Trade Names [Member] | GT 85 Limited [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Purchase consideration | 900,000 | |||
Estimated useful life | 10 years | |||
Technology-Based [Member] | GT 85 Limited [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Purchase consideration | $200,000 | |||
Estimated useful life | 4 years | |||
Customer Lists [Member] | Establissments Decloedt [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 5 years |
Goodwill_And_Other_Intangible_3
Goodwill And Other Intangible Assets (Summary Of Changes in Carrying Amounts of Goodwill) (Details) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Feb. 28, 2015 |
Goodwill [Line Items] | |
Balance, beginning | $95,499 |
GT85 acquisiton | 1,231 |
Translation adjustments | -286 |
Balance, ending | 96,444 |
Americas [Member] | |
Goodwill [Line Items] | |
Balance, beginning | 85,581 |
Translation adjustments | -43 |
Balance, ending | 85,538 |
EMEA [Member] | |
Goodwill [Line Items] | |
Balance, beginning | 8,707 |
GT85 acquisiton | 1,231 |
Translation adjustments | -242 |
Balance, ending | 9,696 |
Asia-Pacific [Member] | |
Goodwill [Line Items] | |
Balance, beginning | 1,211 |
GT85 acquisiton | |
Translation adjustments | -1 |
Balance, ending | $1,210 |
Goodwill_And_Other_Intangible_4
Goodwill And Other Intangible Assets (Summary Of Definite-Lived Intangible Assets) (Details) (USD $) | Feb. 28, 2015 | Aug. 31, 2014 |
In Thousands, unless otherwise specified | ||
Goodwill And Other Intangible Assets [Abstract] | ||
Gross carrying amount | $38,931 | $36,670 |
Accumulated amortization | -13,220 | -12,021 |
Accumulated impairment of intangible assets | -1,077 | -1,077 |
Translation adjustments | -123 | 99 |
Net carrying amount | $24,511 | $23,671 |
Goodwill_And_Other_Intangible_5
Goodwill And Other Intangible Assets (Summary Of Changes In Carrying Amounts Of Definite-Lived Intangible Assets By Segment) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning balance | $23,671 | |||
Amortization expense | -757 | -654 | -1,526 | -1,246 |
Translation adjustments | -276 | |||
Ending balance | 24,511 | 24,511 | ||
Americas [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning balance | 19,328 | |||
Amortization expense | -1,104 | |||
Ending balance | 18,224 | 18,224 | ||
EMEA [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning balance | 4,343 | |||
Amortization expense | -422 | |||
Translation adjustments | -276 | |||
Ending balance | 6,287 | 6,287 | ||
Asia-Pacific [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning balance | ||||
Amortization expense | ||||
Translation adjustments | ||||
Ending balance | ||||
Customer-Related [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | 1,580 | |||
Ending balance | 2,770 | 2,770 | ||
Customer-Related [Member] | EMEA [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | 1,580 | |||
Customer-Related [Member] | Asia-Pacific [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | ||||
Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | 902 | |||
Ending balance | 21,601 | 21,601 | ||
Trade Names [Member] | EMEA [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | 902 | |||
Trade Names [Member] | Asia-Pacific [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | ||||
Technology-Based [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | 160 | |||
Ending balance | 140 | 140 | ||
Technology-Based [Member] | EMEA [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | 160 | |||
Technology-Based [Member] | Asia-Pacific [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired |
Goodwill_And_Other_Intangible_6
Goodwill And Other Intangible Assets (Schedule Of Future Estimated Amortization Expense) (Details) (USD $) | Feb. 28, 2015 | Aug. 31, 2014 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net carrying amount | $24,511 | $23,671 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of fiscal year 2015 | 1,232 | |
Fiscal year 2016 | 2,455 | |
Fiscal year 2017 | 2,455 | |
Fiscal year 2018 | 2,455 | |
Fiscal year 2019 | 2,455 | |
Thereafter | 10,549 | |
Net carrying amount | 21,601 | |
Customer-Related [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of fiscal year 2015 | 267 | |
Fiscal year 2016 | 534 | |
Fiscal year 2017 | 534 | |
Fiscal year 2018 | 534 | |
Fiscal year 2019 | 309 | |
Thereafter | 592 | |
Net carrying amount | 2,770 | |
Technology-Based [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of fiscal year 2015 | 20 | |
Fiscal year 2016 | 40 | |
Fiscal year 2017 | 40 | |
Fiscal year 2018 | 40 | |
Net carrying amount | $140 |
Accrued_And_Other_Liabilities_1
Accrued And Other Liabilities (Schedule Of Accrued Liabilities) (Details) (USD $) | Feb. 28, 2015 | Aug. 31, 2014 |
In Thousands, unless otherwise specified | ||
Accrued And Other Liabilities [Abstract] | ||
Accrued advertising and sales promotion expenses | $9,237 | $10,140 |
Accrued professional services fees | 1,603 | 1,715 |
Accrued sales taxes | 968 | 934 |
Accrued other taxes | 271 | 476 |
Other | 4,716 | 5,117 |
Total | $16,795 | $18,382 |
Accrued_And_Other_Liabilities_2
Accrued And Other Liabilities (Schedule Of Accrued Payroll And Related Expenses) (Details) (USD $) | Feb. 28, 2015 | Aug. 31, 2014 |
In Thousands, unless otherwise specified | ||
Accrued And Other Liabilities [Abstract] | ||
Accrued incentive compensation | $3,011 | $8,558 |
Accrued payroll | 2,947 | 2,813 |
Accrued profit sharing | 814 | 2,424 |
Accrued payroll taxes | 975 | 1,602 |
Other | 447 | 572 |
Total | $8,194 | $15,969 |
Debt_Details
Debt (Details) (USD $) | 6 Months Ended | 0 Months Ended | ||
Feb. 28, 2015 | Feb. 28, 2014 | Jan. 07, 2013 | Jun. 17, 2011 | |
Debt Instrument [Line Items] | ||||
Revolving credit facility, expiration date | 17-Jun-14 | |||
Proceeds from revolving credit facility | $5,000,000 | $10,000,000 | ||
Revolving credit facility, amount outstanding | 103,000,000 | |||
Amended Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility, amount | 125,000,000 | |||
Revolving credit facility, expiration date | 7-Jan-18 | |||
Outstanding loans and letters of credit maximum amount | 62,500,000 | |||
Previous Amended Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility, amount | 75,000,000 | |||
Revolving credit facility, maturity period | 3 years | 5 years | ||
LIBOR margin rate | 0.85% | 0.90% | ||
Commitment fee annual rate | 0.85% | 0.90% | ||
Commitment fee, annual rate applied to amount not borrowed | 0.12% | 0.15% | ||
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Consolidated earnings before interest, income taxes, depreciation and amortization | $40,000,000 |
Share_Repurchase_Plan_Details
Share Repurchase Plan (Details) (USD $) | 6 Months Ended | 19 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | |
Equity, Class of Treasury Stock [Line Items] | |||
Total cost of repurchased shares | $14,551,000 | $22,270,000 | |
2013 Share Repurchase Program [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Share buy-back plan, amount authorized | 60,000,000 | ||
Share buy-back plan, number of shares repurchased | 848,545 | ||
Total cost of repurchased shares | 60,000,000 | ||
2014 Share Repurchase Program [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Share buy-back plan, amount authorized | $75,000,000 | ||
Share buy-back plan, number of shares repurchased | 0 |
Earnings_Per_Common_Share_Narr
Earnings Per Common Share (Narrative) (Details) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Earnings Per Common Share [Abstract] | ||||
Anti-dilutive stock options outstanding | 0 | 0 | 2,673 | 8,909 |
Earnings_Per_Common_Share_Sche
Earnings Per Common Share (Schedule Of Reconciliation Of Net Income To Net Income Available To Common Shareholders) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 |
Earnings Per Common Share [Abstract] | ||||
Net income | $11,333 | $10,317 | $22,119 | $21,799 |
Less: Net income allocated to participating securities | -68 | -56 | -130 | -114 |
Net income available to common shareholders | $11,265 | $10,261 | $21,989 | $21,685 |
Earnings_Per_Common_Share_Sche1
Earnings Per Common Share (Schedule Of Weighted Average Number Of Shares) (Details) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 |
Earnings Per Common Share [Abstract] | ||||
Weighted-average common shares outstanding, basic | 14,636 | 15,202 | 14,652 | 15,241 |
Weighted-average dilutive securities | 67 | 70 | 68 | 78 |
Weighted-average common shares outstanding, diluted | 14,703 | 15,272 | 14,720 | 15,319 |
Related_Parties_Details
Related Parties (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 |
Related Parties [Abstract] | ||||
Sales to Tractor Supply | $0.20 | $0.20 | $0.40 | $0.40 |
Commitments_And_Contingencies_
Commitments And Contingencies (Details) (USD $) | Feb. 28, 2015 |
In Millions, unless otherwise specified | |
Commitments And Contingencies [Abstract] | |
Significant purchase commitment amount committed | $1.70 |
Commitment outstanding | 0 |
Liabilities related to indemnification agreement | $0 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 |
Income Taxes [Abstract] | ||||
Provision for income taxes | 29.60% | 31.00% | 30.10% | 30.60% |
Unrecognized tax benefits affected by the resolution of tax examinations or expiring statutes of limitation | $0.40 | $0.40 |
Recovered_Sheet1
Business Segments and Foreign Operations (Summarized Information Of Reportable Segments) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | ||||
item | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Number of reportable segments | 3 | |||||||
Net sales | $97,331 | $94,184 | $193,684 | $189,725 | ||||
Income from operations | 17,631 | 15,252 | 33,224 | 32,019 | ||||
Depreciation and amortization expense | 1,614 | 1,471 | 3,247 | 2,849 | ||||
Interest income | 178 | 158 | 312 | 289 | ||||
Interest expense | 275 | 226 | 569 | 441 | ||||
Unallocated Corporate [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Income from operations | -6,201 | [1] | -5,039 | [1] | -11,400 | [1] | -11,258 | [1] |
Depreciation and amortization expense | 8 | [1] | 4 | [1] | 16 | [1] | 15 | [1] |
Americas [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 44,702 | 45,208 | 89,475 | 89,270 | ||||
Income from operations | 10,859 | 9,878 | 20,825 | 19,902 | ||||
Depreciation and amortization expense | 1,032 | 1,090 | 2,060 | 2,158 | ||||
Interest income | 2 | 1 | 5 | 2 | ||||
Interest expense | 272 | 223 | 565 | 436 | ||||
EMEA [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 38,679 | 38,111 | 73,270 | 74,627 | ||||
Income from operations | 9,255 | 8,499 | 15,635 | 17,434 | ||||
Depreciation and amortization expense | 513 | 316 | 1,055 | 563 | ||||
Interest income | 117 | 113 | 217 | 214 | ||||
Asia-Pacific [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 13,950 | 10,865 | 30,939 | 25,828 | ||||
Income from operations | 3,718 | 1,914 | 8,164 | 5,941 | ||||
Depreciation and amortization expense | 61 | 61 | 116 | 113 | ||||
Interest income | 59 | 44 | 90 | 73 | ||||
Interest expense | $3 | $3 | $4 | $5 | ||||
[1] | UnallocatedFor the Three Months EndedAmericasEMEAAsia-PacificCorporate (1)TotalFebruary 28, 2015:Net sales$ 44,702$ 38,679$ 13,950$ -$ 97,331Income from operations$ 10,859$ 9,255$ 3,718$ (6,201)$ 17,631Depreciation and amortization expense$ 1,032$ 513$ 61$ 8$ 1,614Interest income$ 2$ 117$ 59$ -$ 178Interest expense$ 272$ -$ 3$ -$ 275February 28, 2014:Net sales$ 45,208$ 38,111$ 10,865$ -$ 94,184Income from operations$ 9,878$ 8,499$ 1,914$ (5,039)$ 15,252Depreciation and amortization expense$ 1,090$ 316$ 61$ 4$ 1,471Interest income$ 1$ 113$ 44$ -$ 158Interest expense$ 223$ -$ 3$ -$ 226For the Six Months EndedFebruary 28, 2015:Net sales$ 89,475$ 73,270$ 30,939$ -$ 193,684Income from operations$ 20,825$ 15,635$ 8,164$ (11,400)$ 33,224Depreciation and amortization expense$ 2,060$ 1,055$ 116$ 16$ 3,247Interest income$ 5$ 217$ 90$ -$ 312Interest expense$ 565$ -$ 4$ -$ 569February 28, 2014:Net sales$ 89,270$ 74,627$ 25,828$ -$ 189,725Income from operations$ 19,902$ 17,434$ 5,941$ (11,258)$ 32,019Depreciation and amortization expense$ 2,158$ 563$ 113$ 15$ 2,849Interest income$ 2$ 214$ 73$ -$ 289Interest expense$ 436$ -$ 5$ -$ 441Unallocated corporate expenses are general corporate overhead expenses not directly attributable to any one of the operating segments. These expenses are reported separate from the Company’s identified segments and are included in Selling, General and Administrative expenses on the Company’s condensed consolidated statements of operations. |
Business_Segments_And_Foreign_2
Business Segments And Foreign Operations (Schedule Of Net Sales By Product Group) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 |
Revenue from External Customer [Line Items] | ||||
Net sales | $97,331 | $94,184 | $193,684 | $189,725 |
Multi-purpose maintenance products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 86,589 | 83,804 | 171,493 | 167,790 |
Homecare and cleaning products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | $10,742 | $10,380 | $22,191 | $21,935 |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | ||
Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | Mar. 24, 2015 | |
Subsequent Event [Line Items] | |||||
Cash dividend declared | $0.38 | $0.34 | $0.72 | $0.65 | |
Subsequent Events [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash dividend declared | $0.38 | ||||
Dividend payable date | 30-Apr-15 | ||||
Dividend payable record date | 16-Apr-15 |