Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2020 | Oct. 16, 2020 | Feb. 29, 2020 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Amendment Flag | false | ||
Document Period End Date | Aug. 31, 2020 | ||
Entity File Number | 000-06936 | ||
Entity Registrant Name | WD-40 COMPANY | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 95-1797918 | ||
Entity Address, Address Line One | 9715 Businesspark Avenue | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92131 | ||
City Area Code | 619 | ||
Local Phone Number | 275-1400 | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | ||
Trading Symbol | WDFC | ||
Security Exchange Name | NASDAQ | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000105132 | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 2,311,876,866 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 13,664,838 | ||
Documents Incorporated by Reference | Documents Incorporated by Reference: The Proxy Statement for the annual meeting of stockholders on December 8, 2020 is incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Aug. 31, 2020 | Aug. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 56,462 | $ 27,233 | |
Trade accounts receivable, less allowance for doubtful accounts of $362 and $300 at August 31, 2020 and 2019, respectively | 80,672 | 72,864 | |
Inventories | 41,264 | 40,682 | |
Other current assets | 6,756 | 7,216 | |
Total current assets | 185,154 | 147,995 | |
Property and equipment, net | [1] | 60,759 | 45,076 |
Goodwill | 95,731 | 95,347 | |
Other intangible assets, net | 8,633 | 10,652 | |
Operating lease right-of-use assets | 8,168 | ||
Deferred tax assets, net | 464 | 403 | |
Other assets | 3,728 | 3,189 | |
Total assets | 362,637 | 302,662 | |
Current liabilities: | |||
Accounts payable | 21,676 | 18,727 | |
Accrued liabilities | 21,660 | 18,513 | |
Accrued payroll and related expenses | 14,767 | 15,301 | |
Short-term borrowings | 800 | 21,205 | |
Income taxes payable | 1,213 | 844 | |
Total current liabilities | 60,116 | 74,590 | |
Long-term borrowings | 113,098 | 60,221 | |
Deferred tax liabilities, net | 11,291 | 11,688 | |
Long-term operating lease liabilities | 6,520 | ||
Other long-term liabilities | 11,299 | 10,688 | |
Total liabilities | 202,324 | 157,187 | |
Commitments and Contingencies (Note 13) | |||
Shareholders' equity: | |||
Common stock - authorized 36,000,000 shares, $0.001 par value; 19,812,685 and 19,773,977 shares issued at August 31, 2020 and 2019, respectively; and 13,664,786 and 13,718,661 shares outstanding at August 31, 2020 and 2019 respectively | 20 | 20 | |
Additional paid-in capital | 157,850 | 155,132 | |
Retained earnings | 398,731 | 374,060 | |
Accumulated other comprehensive income (loss) | (28,208) | (32,482) | |
Common stock held in treasury, at cost - 6,147,899 and 6,055,316 shares at August 31, 2020 and 2019, respectively | (368,080) | (351,255) | |
Total shareholders' equity | 160,313 | 145,475 | |
Total liabilities and shareholders' equity | $ 362,637 | $ 302,662 | |
[1] | Includes tangible assets and property and equipment, net, attributed to the geographic location in which such assets are located. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2020 | Aug. 31, 2019 |
Consolidated Balance Sheets [Abstract] | ||
Trade and other accounts receivable, less allowance for doubtful accounts | $ 362 | $ 300 |
Common stock, shares authorized | 36,000,000 | 36,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 19,812,685 | 19,773,977 |
Common stock, shares outstanding | 13,664,786 | 13,718,661 |
Treasury stock, shares | 6,147,899 | 6,055,316 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Consolidated Statements Of Operations [Abstract] | |||
Net sales | $ 408,498 | $ 423,350 | $ 408,518 |
Cost of products sold | 185,481 | 191,010 | 183,255 |
Gross profit | 223,017 | 232,340 | 225,263 |
Operating expenses: | |||
Selling, general and administrative | 121,980 | 123,946 | 121,394 |
Advertising and sales promotion | 21,606 | 23,306 | 22,314 |
Amortization of definite-lived intangible assets | 2,211 | 2,706 | 2,951 |
Total operating expenses | 145,797 | 149,958 | 146,659 |
Income from operations | 77,220 | 82,382 | 78,604 |
Other (expense) income: | |||
Interest income | 93 | 155 | 454 |
Interest expense | (2,439) | (2,541) | (4,219) |
Other income (expense), net | 641 | 774 | 339 |
Income before income taxes | 75,515 | 80,770 | 75,178 |
Provision for income taxes | 14,805 | 24,862 | 9,963 |
Net income | $ 60,710 | $ 55,908 | $ 65,215 |
Earnings per common share: | |||
Basic | $ 4.41 | $ 4.03 | $ 4.65 |
Diluted | $ 4.40 | $ 4.02 | $ 4.64 |
Shares used in per share calculations: | |||
Basic | 13,691 | 13,799 | 13,929 |
Diluted | 13,719 | 13,830 | 13,962 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Consolidated Statements Of Comprehensive Income [Abstract] | |||
Net income | $ 60,710 | $ 55,908 | $ 65,215 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | 4,274 | (4,748) | 439 |
Total comprehensive income | $ 64,984 | $ 51,160 | $ 65,654 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Total |
Beginning balance at Aug. 31, 2017 | $ 20 | $ 150,692 | $ 315,764 | $ (28,075) | $ (299,014) | $ 139,387 |
Beginning balance, shares at Aug. 31, 2017 | 19,688,238 | 5,704,055 | ||||
Issuance of common stock under share-based compensation plan, net of shares withheld for taxes | (1,607) | (1,607) | ||||
Issuance of common stock under share-based compensation plan, net of shares withheld for taxes, shares | 41,536 | |||||
Stock-based compensation | 4,195 | 4,195 | ||||
Cash dividends | (29,585) | (29,585) | ||||
Acquisition of treasury stock | $ (22,616) | (22,616) | ||||
Acquisition of treasury stock, shares | 175,306 | |||||
Foreign currency translation adjustment | 439 | 439 | ||||
Net income | 65,215 | 65,215 | ||||
Ending balance at Aug. 31, 2018 | $ 20 | 153,469 | 351,266 | (27,636) | $ (321,630) | 155,489 |
Ending balance, shares at Aug. 31, 2018 | 19,729,774 | 5,879,361 | ||||
Cumulative effect of change in accounting principle | 189 | (128) | 61 | |||
Issuance of common stock under share-based compensation plan, net of shares withheld for taxes | (2,783) | (2,783) | ||||
Issuance of common stock under share-based compensation plan, net of shares withheld for taxes, shares | 44,203 | |||||
Stock-based compensation | 4,446 | 4,446 | ||||
Cash dividends | (32,889) | (32,889) | ||||
Acquisition of treasury stock | $ (29,625) | (29,625) | ||||
Acquisition of treasury stock, shares | 175,955 | |||||
Foreign currency translation adjustment | (4,748) | (4,748) | ||||
Net income | 55,908 | 55,908 | ||||
Ending balance at Aug. 31, 2019 | $ 20 | 155,132 | 374,060 | (32,482) | $ (351,255) | $ 145,475 |
Ending balance, shares at Aug. 31, 2019 | 19,773,977 | 6,055,316 | 13,718,661 | |||
Cumulative effect of change in accounting principle | (225) | (98) | $ (323) | |||
Issuance of common stock under share-based compensation plan, net of shares withheld for taxes | (2,640) | (2,640) | ||||
Issuance of common stock under share-based compensation plan, net of shares withheld for taxes, shares | 38,708 | |||||
Stock-based compensation | 5,358 | 5,358 | ||||
Cash dividends | (36,039) | (36,039) | ||||
Acquisition of treasury stock | $ (16,825) | (16,825) | ||||
Acquisition of treasury stock, shares | 92,583 | |||||
Foreign currency translation adjustment | 4,274 | 4,274 | ||||
Net income | 60,710 | 60,710 | ||||
Ending balance at Aug. 31, 2020 | $ 20 | $ 157,850 | $ 398,731 | $ (28,208) | $ (368,080) | $ 160,313 |
Ending balance, shares at Aug. 31, 2020 | 19,812,685 | 6,147,899 | 13,664,786 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Consolidated Statements Of Shareholders' Equity [Abstract] | |||
Cash dividends, per share | $ 2.62 | $ 2.37 | $ 2.11 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Operating activities: | |||
Net income | $ 60,710 | $ 55,908 | $ 65,215 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 7,701 | 7,593 | 7,800 |
Net gains on sales and disposals of property and equipment | (124) | (99) | (164) |
Deferred income taxes | (509) | (4) | (7,186) |
Stock-based compensation | 5,358 | 4,446 | 4,195 |
Unrealized foreign currency exchange losses (gains), net | 265 | 651 | (302) |
Provision for bad debts | 134 | 67 | 121 |
Changes in assets and liabilities: | |||
Trade accounts receivable | (4,499) | (7,318) | (5,635) |
Inventories | 555 | (4,800) | (1,299) |
Other assets | 232 | 5,802 | (5,353) |
Operating lease assets and liabilities, net | 233 | ||
Accounts payable and accrued liabilities | 2,725 | (7,948) | 6,107 |
Accrued payroll and related expenses | (1,042) | 879 | 590 |
Other long-term liabilities and income taxes payable | 925 | 7,674 | 733 |
Net cash provided by operating activities | 72,664 | 62,851 | 64,822 |
Investing activities: | |||
Purchases of property and equipment | (19,307) | (13,282) | (12,356) |
Proceeds from sales of property and equipment | 362 | 383 | 458 |
Purchases of intangible assets | (175) | ||
Purchases of short-term investments | (83,704) | ||
Maturities of short-term investments | 219 | 166,984 | |
Net cash provided by (used in) investing activities | (18,945) | (12,680) | 71,207 |
Financing activities: | |||
Treasury stock purchases | (16,825) | (29,625) | (22,616) |
Dividends paid | (36,039) | (32,889) | (29,585) |
Proceeds from issuance of common stock | 215 | ||
Proceeds from issuance of long-term senior notes | 20,000 | ||
Repayments of long-term senior notes | (800) | (800) | (400) |
Net proceeds (repayments) from revolving credit facility | 29,595 | (2,912) | (87,200) |
Shares withheld to cover taxes upon conversions of equity awards | (2,640) | (2,783) | (1,823) |
Net cash used in financing activities | (26,709) | (69,009) | (121,409) |
Effect of exchange rate changes on cash and cash equivalents | 2,219 | (2,795) | (2,836) |
Net increase (decrease) in cash and cash equivalents | 29,229 | (21,633) | 11,784 |
Cash and cash equivalents at beginning of period | 27,233 | 48,866 | 37,082 |
Cash and cash equivalents at end of period | 56,462 | 27,233 | 48,866 |
Cash paid for: | |||
Interest | 2,259 | 2,199 | 4,286 |
Income taxes, net of tax refunds received | $ 12,569 | $ 16,879 | $ 10,478 |
The Company
The Company | 12 Months Ended |
Aug. 31, 2020 | |
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 that solve problems in workshops, factories and homes around the world. The Company markets its 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 BIKE® product lines. The Company’s brands are sold in various locations around the world. Maintenance products are sold worldwide in markets throughout North, Central and South America, Asia, Australia, Europe, the Middle East and Africa. Homecare and cleaning products are sold primarily in North America, the United Kingdom (“U.K.”) and Australia. The Company’s products are sold primarily through warehouse club stores, hardware stores, automotive parts outlets, industrial distributors and suppliers, mass retail and home center stores, value retailers, grocery stores, online retailers, farm supply, sport retailers, and independent bike dealers. |
Basis Of Presentation And Summa
Basis Of Presentation And Summary Of Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2020 | |
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 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 periods. Actual results could differ from those estimates. COVID-19 Considerations The COVID-19 pandemic has adversely impacted global economic conditions and has contributed to significant volatility in financial markets beginning in early calendar year 2020, as described in the “ Significant Developments ” section included in Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Although the Company’s current estimates contemplate current conditions, the inputs into certain of the Company’s significant and critical accounting estimates include judgments and assumptions about the economic implications of the COVID-19 pandemic and how management expects them to change in the future, as appropriate. It is reasonably possible that actual results experienced may differ materially from the Company’s estimates in future periods, which could materially affect our results of operations and financial condition. Supplier Risk The Company relies on a limited number of suppliers, including single or sole source suppliers for certain of its raw materials, packaging, product components and other necessary supplies. Where possible and where it makes business sense, the Company works with secondary or multiple suppliers to qualify additional supply sources. To date, the Company has been able to obtain adequate supplies of these materials which are used in the production of its maintenance products and homecare and cleaning products in a timely manner from existing sources. Cash and Cash Equivalents Cash equivalents are highly liquid investments purchased with an original maturity of three months or less. Trade Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance for doubtful accounts based on historical write-off experience and the identification of specific balances deemed uncollectible. Trade accounts receivable are charged against the allowance when the Company believes it is probable that the trade accounts receivable will not be recovered. The Company does not have any off-balance sheet credit exposure related to its customers. Allowance for doubtful accounts related to the Company’s trade accounts receivable were not significant at August 31, 2020 and 2019. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined primarily based on a first-in, first-out method or, for a portion of raw materials inventory, the average cost method. When necessary, the Company adjusts the carrying value of its inventory to the lower of cost or net realizable value, including any costs to sell or dispose of such inventory. Appropriate consideration is given by the Company to obsolescence, excessive inventory levels, product deterioration and other factors when evaluating net realizable value for the purposes of determining the lower of cost or net realizable value. Included in inventories are amounts for certain raw materials and components that the Company has provided to its third-party contract manufacturers but that remain unpaid to the Company as of the balance sheet date. The Company’s contract manufacturers package products to the Company’s specifications and, upon order from the Company, ship ready-to-sell inventory to either the Company’s third-party distribution centers or directly to its customers. The Company transfers certain raw materials and components to these contract manufacturers for use in the manufacturing process. Contract manufacturers are obligated to pay the Company for these raw materials and components upon receipt. Amounts receivable from the contract manufacturers as of the balance sheet date related to transfers of these raw materials and components by the Company to its contract manufacturers are considered product held at third-party contract manufacturers and are included in inventories in the accompanying consolidated balance sheets. Property and Equipment Property and equipment is stated at cost. Depreciation is computed using the straight-line method based upon estimated useful lives of ten to forty years for buildings and improvements, three to fifteen years for machinery and equipment, three to five years for vehicles, three to ten years for furniture and fixtures, three to seven years for R&D lab equipment and office equipment and three to five years for software and computer equipment. The useful lives of major on-premises information system installations such as implementations of enterprise resource planning (“ERP”) systems are determined on an individual basis. Depreciation expense totaled $ 5.5 million, $ 4.9 million and $ 4.8 million for fiscal years 2020, 2019 and 2018, respectively. These amounts include equipment depreciation expense which is recognized as cost of products sold and totaled $ 1.4 million in fiscal year 2020, and $ 1.1 million for the fiscal years 2019 and 2018, respectively. The Company capitalizes costs related to computer software obtained or developed for internal use. Software obtained for internal use has generally been enterprise-level business and finance software that the Company customizes to meet its specific operational needs. Costs incurred in the application development phase are capitalized and amortized over their useful lives, which are generally three to five years . Leases In fiscal year 2020, the Company adopted Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842 or “ASC 842”). Prior period amounts have not been restated and continue to be reported in accordance with the Company’s historical accounting policies. The Company leases real estate for its regional sales offices, a research and development facility, and offices located at its international subsidiaries and branch locations. In addition, the Company leases a fleet of automobiles. The Company has also identified warehouse leases within certain third-party distribution center service contracts. To determine if a contract contains a lease, the Company assesses its contracts and determines if there is an identified asset for which the Company has obtained the right to control, as defined in ASC 842. Right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of lease payments over the lease term with lease expense recognized over the term of the lease. As the Company’s leases typically do not contain a readily determinable implicit rate, the Company determines the present value of the lease liability using its estimated secured incremental borrowing rate at the lease commencement date based on the lease term and the currency of the lease on a collateralized basis. Lease agreements may contain rent escalation clauses, renewal or termination options, and rent holidays, amongst other features. ROU assets include amounts for scheduled rent increases. The lease term includes the non-cancelable period of the lease and options to extend or terminate the lease when it is reasonably certain the Company will exercise those options, and is reviewed in subsequent periods if a triggering event occurs. The Company has made the accounting policy election to use certain ongoing practical expedients made available by ASC 842 to: (i) not separate lease components from nonlease components for real estate – office buildings, machinery and equipment, lab equipment, office equipment, furniture and fixtures, and IT equipment; and (ii) exclude leases with an initial term of 12 months or less (“short-term” leases) from the consolidated balance sheets and will recognize related lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Goodwill Goodwill represents the excess of the purchase price over the fair value of tangible and intangible assets acquired. The carrying value of goodwill is reviewed for possible impairment in accordance with the authoritative guidance on goodwill, intangibles and other. The Company assesses possible impairments to goodwill at least annually during its second fiscal quarter and otherwise when events or changes in circumstances indicate that an impairment condition may exist. In performing the annual impairment test of its goodwill, the Company considers the fair value concepts of a market participant and the highest and best use for its intangible assets. In addition to the annual impairment test, goodwill is evaluated each reporting period to determine whether events and circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. When testing goodwill for impairment, the Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. If, after assessing qualitative factors, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing a quantitative test is unnecessary. Otherwise, a quantitative test is performed to identify the potential impairment and to measure the amount of goodwill impairment, if any. The Company also performs a quantitative assessment periodically, regardless of the results of the qualitative assessments. Any required impairment losses are recorded as a reduction in the carrying amount of the related asset and charged to results of operations. No goodwill impairments were identified by the Company during fiscal years 2020, 2019 or 2018. Long-lived Assets The Company’s long-lived assets consist of property and equipment and definite-lived intangible assets. Long-lived assets are depreciated or amortized, as applicable, on a straight-line basis over their estimated useful lives. The Company assesses for potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and/or its remaining useful life may no longer be appropriate. Any required impairment loss would be measured as the amount by which the asset’s carrying amount exceeds its fair value, which is the amount at which the asset could be bought or sold in a current transaction between willing market participants and would be recorded as a reduction in the carrying amount of the related asset and a charge to results of operations. An impairment loss would be recognized when the sum of the expected future undiscounted net cash flows is less than the carrying amount of the asset. No impairments to its long-lived assets were identified by the Company during fiscal years 2020, 2019 or 2018. Fair Value of Financial Instruments 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 August 31, 2020, 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, based on Level 2 inputs, primarily due to their short-term maturities. In addition, the carrying value of borrowings held under the Company’s revolving credit facility approximates fair value, based on Level 2 inputs, due to the variable nature of underlying interest rates, which generally reflect market conditions . The Company’s fixed rate long-term borrowings consist of senior notes and are recorded at carrying value. The Company estimates that the fair value of its senior notes, based on Level 2 inputs, was approximately $ 20.9 million as of August 31, 2020, which was determined based on a discounted cash flow analysis using current market interest rates for instruments with similar terms, compared to its carrying value of $ 18.0 million. During the fiscal years ended August 31, 2020, 2019 and 2018, the Company did no t record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition. Concentration of Credit Risk Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents and trade accounts receivable. The Company’s policy is to place its cash in high credit quality financial institutions, in investments that include demand deposits, term deposits and callable time deposits. The Company’s trade accounts receivable are derived from customers located in North America, South America, Asia-Pacific, Europe, the Middle East, Africa and India. The Company limits its credit exposure from trade accounts receivable by performing on-going credit evaluations of customers, as well as insuring its trade accounts receivable in selected markets. Insurance Coverage The Company carries insurance policies to cover insurable risks such as property damage, business interruption, product liability, workers’ compensation and other risks, with coverage and other terms that it believes to be adequate and appropriate. These policies may be subject to applicable deductible or retention amounts, coverage limitations and exclusions. The Company does not maintain self-insurance with respect to its material risks; therefore, the Company has no t provided for self-insurance reserves as of August 31, 2020 and 2019. Revenue Recognition The Company recognizes revenue related to the sale of products when it satisfies a performance obligation in an amount reflecting the consideration to which it expects to be entitled. Sales are recorded net of allowances for damaged goods and other sales returns, sales incentives, trade promotions and cash discounts. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized which includes the following: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment related to variable consideration to determine the net consideration to which the Company expects to be entitled. The Company records estimates of variable consideration, which primarily includes rebates/other discounts (cooperative marketing programs, volume-based discounts, shelf price reductions and allowances for shelf space, charges from customers for services they provided to us related to the sale and penalties/fines charged to us by customers associated with failing to adhere to contractual obligations), coupon offers, cash discount allowances, and sales returns, as a reduction of sales in its consolidated statements of operations. These estimates are based on the expected value method considering all reasonably available information, including current and past trade promotion spending patterns, status of trade promotion activities, the interpretation of historical spending trends by customer and category, customer agreements and/or currently known factors that arise in the normal course of business. The Company reviews its assumptions and adjusts these estimates accordingly on a quarterly basis. Cost of Products Sold Cost of products sold primarily includes the cost of products manufactured on the Company’s behalf by its third-party contract manufacturers, net of volume and other rebates. Cost of products sold also includes the costs to manufacture WD-40 concentrate, which is done at the Company’s own facilities or at third-party contract manufacturers. When the concentrate is manufactured by the Company, cost of products sold includes direct labor, direct materials and supplies; in-bound freight costs related to purchased raw materials and finished product; and depreciation of machinery and equipment used in the manufacturing process. In addition, cost of products sold includes fees charged to the Company by its third-party distribution centers to warehouse and administer finished products once they are received from the Company’s third-party contract manufacturers. Selling, General and Administrative Expenses Selling, general and administrative expenses include costs related to selling the Company’s products, such as the cost of the sales force and related sales and broker commissions; shipping and handling costs paid to third-party companies to distribute finished goods from the Company’s third-party contract manufacturers and distribution centers to its customers; other general and administrative costs related to the Company’s business such as general overhead, legal and accounting fees, insurance, and depreciation; and other employee-related costs to support marketing, human resources, finance, supply chain, information technology and research and development activities. Shipping and Handling Costs Shipping and handling costs associated with in-bound freight and movement of product from third-party contract manufacturers to the Company’s third-party distribution centers are capitalized in the cost of inventory and subsequently included in cost of sales when recognized in the statement of operations. Shipping and handling costs associated with out-bound transportation are included in selling, general and administrative expenses and are recorded at the time of shipment of product to the Company’s customers. Out-bound shipping and handling costs were $ 12.9 million, $ 16.3 million and $ 17.7 million for fiscal years 2020, 2019 and 2018, respectively. Advertising and Sales Promotion Expenses Advertising and sales promotion expenses are expensed as incurred. Advertising and sales promotion expenses include costs associated with promotional activities that the Company pays to third parties, which include costs for advertising (television, print media and internet), administration of coupon programs, consumer promotions, product demonstrations, public relations, agency costs, package design expenses and market research costs. Advertising and sales promotion expenses also include product samples which are given to customers and are initiated by the Company and costs associated with shared marketing fund programs that the Company has in place with its marketing distributor customers. Total advertising and sales promotion expenses were $ 21.6 million, $ 23.3 million and $ 22.3 million for fiscal years 2020, 2019 and 2018, respectively. Research and Development The Company is involved in research and development efforts that include the ongoing development or innovation of new products and the improvement, extension or renovation of existing products or product lines. All research and development costs are expensed as incurred and are included in selling, general and administrative expenses. Research and development expenses were $ 6.0 million, $ 6.5 million and $ 7.0 million in fiscal years 2020, 2019 and 2018, respectively. These expenses include costs associated with general research and development activities, as well as those associated with internal staff, overhead, design testing, market research and consultants. Income Taxes Current income tax expense is the amount of income taxes expected to be payable for the current year. A deferred income tax liability or asset is established for the expected future tax consequences resulting from the differences in financial reporting and tax basis of assets and liabilities. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. In addition to valuation allowances, the Company provides for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement standards prescribed by the authoritative guidance on income taxes. Amounts for uncertain tax positions are adjusted in periods when new information becomes available or when positions are effectively settled. The Company recognizes accrued interest and penalties related to uncertain tax positions as a component of income tax expense. The Company is required to make assertions on whether its foreign subsidiaries will invest their undistributed earnings indefinitely and these assertions are based on the capital needs of the foreign subsidiaries. Generally, unremitted earnings of the Company’s foreign subsidiaries are not considered to be indefinitely reinvested. However, there are exceptions regarding the Company’s newly formed subsidiary in Mexico as well as specific statutory remittance restrictions imposed on the Company’s China subsidiary. Costs associated with repatriating unremitted foreign earnings, including U.S. state income taxes and foreign withholding taxes, are immaterial to the Company’s consolidated financial statements. For additional information on income tax matters, see Part IV—Item 15, “Exhibits, Financial Statement Schedules” Note 14 — Income Taxes, included in this report. Foreign Currency The Company translates the assets and liabilities of its foreign subsidiaries into U.S. Dollars at current rates of exchange in effect at the end of the reporting period. Income and expense items are translated at rates that approximate the rates in effect at the transaction date. Gains and losses from translation are included in accumulated other comprehensive income or loss. Gains or losses resulting from foreign currency transactions (transactions denominated in a currency other than the entity’s functional currency) are included as other income in the Company’s consolidated statements of operations. The Company had $ 0.4 million, $ 0.6 million and $ 0.1 million of net gains in foreign currency transactions in fiscal years 2020, 2019 and 2018, respectively. 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 to net asset balances held in non-functional currencies. 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 in other income (expense), net in the Company’s consolidated statements of operations. Cash flows from settlements of foreign currency forward contracts are included in operating activities in the 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 consolidated balance sheets. At August 31, 2020, the Company had a notional amount of $ 12.8 million outstanding in foreign currency forward contracts, which matured in September 2020 . Unrealized net gains and losses related to foreign currency forward contracts were no t significant at August 31, 2020 or 2019. Realized net losses related to foreign currency forward contracts were no t significant for the fiscal years ended August 31, 2020 and 2019, respectively. Both unrealized and realized net gains and losses are recorded in other income on the Company’s consolidated statements of operations. Earnings per Common Share Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities that are required to be included in the computation of earnings per common share pursuant to the two-class method. Accordingly, the Company’s outstanding unvested, if any, and outstanding vested stock-based equity awards that provide such nonforfeitable rights to dividend equivalents are included as participating securities in the calculation of earnings per common share (“EPS”) pursuant to the two-class method. The Company calculates EPS using the two-class method, which provides for an allocation of net income between common stock and other participating securities based on their respective participation rights to share in dividends. Basic EPS is calculated by dividing net income available to common shareholders for the period by the weighted-average number of common shares outstanding during the period. Net income available to common shareholders for the period includes dividends paid to common shareholders during the period plus a proportionate share of undistributed net income allocable to common shareholders for the period; the proportionate share of undistributed net income allocable to common shareholders for the period is based on the proportionate share of total weighted-average common shares and participating securities outstanding during the period. Diluted EPS is calculated by dividing net income available to common shareholders for the period by the weighted-average number of common shares outstanding during the period increased by the weighted-average number of potentially dilutive common shares (dilutive securities) that were outstanding during the period if the effect is dilutive. Dilutive securities are comprised of various types of stock-based equity awards granted under the Company’s prior and current equity incentive plans. Stock-based Compensation The Company accounts for stock-based equity awards exchanged for employee and non-employee director services in accordance with the authoritative guidance for share-based payments. Stock-based equity awards are measured at the grant date, based on the estimated fair value of the award, and are recognized as stock-based compensation expense on a straight-line basis over the requisite service period of the entire award, net of the impacts of award forfeitures as they occur. The requisite service period is generally the maximum vesting period of the award. Compensation expense related to the Company’s stock-based equity awards is recorded as selling, general and administrative expenses in the Company’s consolidated statements of operations. The Company does not currently grant stock options and the last outstanding stock options were settled in the first quarter of fiscal year 2018. The fair values of restricted stock unit awards and deferred performance unit awards are based on the fair value of the Company’s common stock on the date that such awards are granted. The fair value of market share unit awards is determined using a Monte Carlo simulation model. For the deferred performance unit awards, the Company adjusts the compensation expense over the service period based upon the expected achievement level of the applicable performance condition. As the grant date fair value of market share unit awards reflects the probabilities of the actual number of such awards expected to vest, compensation expense for such awards is not adjusted based on the expected achievement level of the applicable performance condition. The Company records any excess tax benefits or deficiencies from settlements of its stock-based equity awards within the provision for income taxes on the Company’s consolidated statements of operations in the reporting periods in which the settlement of the equity awards occur. Segment Information The Company discloses certain information about its business segments, which are determined consistent with the way the Company’s Chief Operating Decision Maker organizes and evaluates financial information internally for making operating decisions and assessing performance. In addition, the Chief Operating Decision Maker assesses and measures revenue based on product groups. Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “ Leases ” under ASC 842, which supersedes lease accounting and disclosure requirements in ASC 840. The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for leases with fixed payment obligations and terms longer than twelve months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. The Company adopted this new guidance on September 1, 2019 following the optional transition method described in ASU No. 2018-11, “ Leases – Targeted Improvements ” which was issued in July 2018, rather than the original modified retrospective approach that required entities to apply the guidance at the beginning of the earliest period presented in the financial statements. Under the optional transition method, entities shall recognize the cumulative effect of initially applying the guidance as an adjustment to the opening balance of retained earnings on September 1, 2019. Therefore, the requirements of this guidance only apply for periods presented after the date of adoption and does not affect comparative periods. Upon adoption, the Company elected practical expedients to: (i) not separate lease components from nonlease components for real estate – office buildings, machinery and equipment, lab equipment, office equipment, furniture and fixtures, and IT equipment; and (ii) exclude leases with an initial term of 12 months or less from the consolidated balance sheets and will recognize related lease payments in the condensed consolidated statements of operations on a straight-line basis over the lease term. The Company did not elect the hindsight practical expedient and also did not elect the package of practical expedients that would allow the Company to retain its conclusions under prior guidance for lease classification and initial direct costs for leases that commenced before the September 1, 2019 implementation date. During the implementation of this new standard, management was focused principally on, but not limited to, developing a complete inventory of the Company’s lease contracts and the terms and conditions contained within these contracts to appropriately account for them under the new lease model. Additionally, the Company has implemented updates to its accounting policies, business processes, systems and internal controls in support of adopting t |
Inventories
Inventories | 12 Months Ended |
Aug. 31, 2020 | |
Inventories [Abstract] | |
Inventories | Note 3. Inventories Inventories consisted of the following (in thousands): August 31, August 31, 2020 2019 Product held at third-party contract manufacturers $ 4,393 $ 3,175 Raw materials and components 5,034 4,367 Work-in-process 385 257 Finished goods 31,452 32,883 Total $ 41,264 $ 40,682 |
Property And Equipment
Property And Equipment | 12 Months Ended |
Aug. 31, 2020 | |
Property And Equipment [Abstract] | |
Property And Equipment | Note 4. Property and Equipment Property and equipment, net, consisted of the following (in thousands): August 31, August 31, 2020 2019 Machinery, equipment and vehicles $ 20,434 $ 19,356 Buildings and improvements 28,271 17,391 Computer and office equipment 5,420 5,328 Software 9,959 10,189 Furniture and fixtures 2,641 2,039 Capital in progress 21,939 16,747 Land 4,374 3,444 Subtotal 93,038 74,494 Less: accumulated depreciation and amortization ( 32,279 ) ( 29,418 ) Total $ 60,759 $ 45,076 At August 31, 2019, capital in progress on the balance sheet included £ 9.0 million Pound Sterling ($ 10.9 million in U.S. Dollars as converted at exchange rates as of August 31, 2019) associated with capital costs related to the purchase of the Company’s new office building and related land in Milton Keynes, England. Upon completion of the buildout and relocation of employees based in the United Kingdom to this new office building in the first quarter of fiscal year 2020, the Company placed these assets into service and reclassified the amounts recorded in capital in progress to the respective fixed asset categories, which includes amounts attributable to the land. Since all assets associated with this new office building are denominated in Pound Sterling, amounts will fluctuate in U.S. Dollars from period to period due to changes in foreign currency exchange rates. |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 12 Months Ended |
Aug. 31, 2020 | |
Goodwill And Other Intangible Assets [Abstract] | |
Goodwill And Other Intangible Assets | Note 5. Goodwill and Other Intangible Assets 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, 2018 $ 85,449 8,962 1,210 95,621 Translation adjustments ( 29 ) ( 245 ) - ( 274 ) Balance as of August 31, 2019 85,420 8,717 1,210 95,347 Translation adjustments 41 343 - 384 Balance as of August 31, 2020 $ 85,461 $ 9,060 $ 1,210 $ 95,731 During the second quarter of fiscal year 2020, 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 as of the Company’s most recent goodwill impairment testing date, December 1, 2019. The Company performed a 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 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 7 % and a terminal growth rate of 2 % was appropriate to use in the analysis for all of its reporting units. The forecast of future cash flows was based on historical data and management’s best estimates of sales growth rates and operating margins for each reporting unit 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 the quantitative analysis, the Company determined that the estimated fair value of each of its reporting units significantly exceeded their respective carrying values. As a result, the Company concluded that no impairment of its goodwill existed as of December 1, 2019. The estimated fair value of each of the Company’s reporting units exceeded their respective carrying values so significantly that an impairment charge to the Company’s goodwill balances is remote, even in the event that the impacts of the novel coronavirus (“COVID-19”) pandemic significantly lower results in future periods. As a result, the Company concluded that there were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its goodwill subsequent to December 1, 2019 through August 31, 2020. To date, there have been no impairment losses identified and recorded related to the Company’s goodwill . Definite-lived Intangible Assets The Company’s definite-lived intangible assets, which include the 2000 Flushes, Spot Shot, Carpet Fresh, 1001, EZ REACH 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 consolidated balance sheets. The following table summarizes the definite-lived intangible assets and the related accumulated amortization (in thousands) : August 31, August 31, 2020 2019 Gross carrying amount $ 36,363 $ 35,531 Accumulated amortization ( 27,730 ) ( 24,879 ) Net carrying amount $ 8,633 $ 10,652 There has been no impairment charge for the period ended August 31, 2020 as a result of the Company’s review of events and circumstances related to its existing definite-lived intangible assets. The Company’s review of events and circumstances included consideration of the ongoing COVID-19 pandemic. Changes in the carrying amounts of definite-lived intangible assets by segment are summarized below (in thousands): Americas EMEA Asia-Pacific Total Balance as of August 31, 2018 $ 10,644 2,869 - $ 13,513 Amortization expense ( 2,243 ) ( 463 ) - ( 2,706 ) Translation adjustments - ( 155 ) - ( 155 ) Balance as of August 31, 2019 8,401 2,251 - 10,652 Amortization expense ( 1,848 ) ( 363 ) - ( 2,211 ) Translation adjustments - 192 - 192 Balance as of August 31, 2020 $ 6,553 $ 2,080 $ - $ 8,633 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 Fiscal year 2021 $ 1,271 $ 170 Fiscal year 2022 1,271 170 Fiscal year 2023 1,025 - Fiscal year 2024 1,019 - Fiscal year 2025 941 - Thereafter 2,766 - Total $ 8,293 $ 340 Included in the total estimated future amortization expense is the amortization expense for the 1001 trade name and the GT85 intangible assets, which are based on current foreign currency exchange rates, and as a result amounts in future periods may differ from those presented due to fluctuations in those rates. |
Leases
Leases | 12 Months Ended |
Aug. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 6. Leases The Company leases real estate for its regional sales offices, a research and development facility, and offices located at its international subsidiaries and branch locations. In addition, the Company leases an automobile fleet in the United States. The Company has also identified warehouse leases within certain third-party distribution center service contracts. All other leases are insignificant to the Company’s consolidated financial statements. To determine if a contract contains a lease, the Company assesses its contracts and determines if there is an identified asset for which the Company has obtained the right to control, as defined in ASC 842. The Company records right-of-use assets and lease liabilities on its consolidated balance sheets for leases with an expected term greater than one year. The lease term includes the committed lease term, also taking into account early termination and renewal options that management is reasonably certain to exercise. For leases that do not have a readily determinable implicit rate, the Company uses its estimated secured incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments. The Company’s estimated secured incremental borrowing rate is determined using a portfolio approach based on the rate of interest the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate in the currency of the lease. As of August 31, 2020, finance leases were not significant and all leases recorded on the Company’s consolidated balances sheets were operating leases. Residual value guarantees, restrictions, covenants, sublease income, net gains or losses from sale and leaseback transactions, and transactions with related parties associated with leases are also not significant. The Company has made the accounting policy election to use certain ongoing practical expedients made available by ASC 842 to: (i) not separate lease components from nonlease components for real estate – office buildings, machinery and equipment, lab equipment, office equipment, furniture and fixtures, and IT equipment; and (ii) exclude leases with an initial term of 12 months or less (“short-term” leases) from the consolidated balance sheets and will recognize related lease payments in the consolidated statements of operations on a straight-line basis over the lease term. However, the Company had no significant short-term leases as of August 31, 2020. Upon adoption of ASC 842 on September 1, 2019, the Company recorded operating lease assets of $ 9.0 million and lease liabilities of $ 9.2 million in the Company’s consolidated balance sheets. The adoption of this standard did not have a material impact on retained earnings, the consolidated statements of operations or cash flows. The Company obtained no significant additional right-of-use assets in exchange for lease obligations during the fiscal year ended August 31, 2020. The Company recorded $ 2.0 million in lease expense during the fiscal year ended August 31, 2020. This lease expense was included in selling, general and administrative expenses. An insignificant amount of lease expense was classified within cost of products sold for the fiscal year ended August 31, 2020. During the fiscal year ended August 31, 2020, the Company paid cash of $ 1.9 million related to lease liabilities. Variable lease expense under the Company’s lease agreements was not significant for the fiscal year ended August 31, 2020. As of August 31, 2020, the weighted-average remaining lease term was 6.8 years and the weighted-average discount rate was 3.1 % for the Company’s operating leases. There were no leases that had not yet commenced as of August 31, 2020 that will create additional significant rights and obligations for the Company. Right-of-use assets and lease liabilities consisted of the following (in thousands): August 31, 2020 Assets: Operating lease right-of-use assets $ 8,168 Liabilities: Current operating lease liabilities (1) 1,840 Long-term operating lease liabilities 6,520 Total operating lease liabilities $ 8,360 (1) Current operating lease liabilities are classified in accrued liabilities on the Company’s condensed consolidated balance sheet. The Company’s maturities of its operating lease liabilities, including early termination and renewal options that management is reasonably certain to exercise, are as follows as of August 31, 2020 (in thousands): Operating Leases Fiscal year 2021 2,073 Fiscal year 2022 1,610 Fiscal year 2023 1,257 Fiscal year 2024 1,151 Fiscal year 2025 890 Thereafter 2,421 Total undiscounted future cash flows $ 9,402 Less: Interest ( 1,042 ) Present value of lease liabilities $ 8,360 Future fiscal year minimum payments under non-cancelable operating leases in accordance with ASC 840 as of August 31, 2019 are as follows (in thousands): Operating Leases Fiscal year 2020 $ 1,988 Fiscal year 2021 1,470 Fiscal year 2022 827 Fiscal year 2023 348 Fiscal year 2024 975 Thereafter 932 Total undiscounted future cash flows $ 6,540 |
Accrued And Other Liabilities
Accrued And Other Liabilities | 12 Months Ended |
Aug. 31, 2020 | |
Accrued And Other Liabilities [Abstract] | |
Accrued And Other Liabilities | Note 7. Accrued and Other Liabilities Accrued liabilities consisted of the following (in thousands): August 31, August 31, 2020 2019 Accrued advertising and sales promotion expenses $ 10,787 $ 10,438 Accrued professional services fees 1,761 1,744 Accrued sales taxes and other taxes 1,751 1,418 Short-term operating lease liability 1,840 - Other (1) 5,521 4,913 Total $ 21,660 $ 18,513 (1) At August 31, 2019, other accrued liabilities on the balance sheet included £ 1.4 million Pound Sterling ($ 1.7 million in U.S. Dollars as converted at exchange rates as of August 31, 2019) associated with capital costs related to buildout costs of the Company’s new office building in Milton Keynes, England. This new office building houses employees of the Company’s EMEA segment that are based in the United Kingdom. Accrued payroll and related expenses consisted of the following (in thousands): August 31, August 31, 2020 2019 Accrued incentive compensation $ 5,702 $ 7,259 Accrued payroll 4,396 3,454 Accrued profit sharing 2,726 2,503 Accrued payroll taxes 1,446 1,566 Other 497 519 Total $ 14,767 $ 15,301 |
Debt
Debt | 12 Months Ended |
Aug. 31, 2020 | |
Debt [Abstract] | |
Debt | Note 8. Debt As of August 31, 2020, the Company held borrowings under two separate agreements as detailed below. Note Purchase and Private Shelf Agreement On November 15, 2017, the Company entered into the Note Purchase and Private Shelf Agreement (the “Note Agreement”) by and among the Company, PGIM, Inc. (“Prudential”), and certain affiliates and managed accounts of Prudential (the “Note Purchasers”), pursuant to which the Company agreed to sell $ 20.0 million aggregate principal amount of senior notes (the “Series A Notes”) to certain of the Note Purchasers. Since November 15, 2017, this note agreement has been amended two times, most recently on March 16, 2020 (the “Second Amendment”). The Second Amendment amended the Note Agreement to permit the Company (inclusive of its subsidiaries) to enter into an amended and restated credit agreement with Bank of America N.A. (“Bank of America”) . In addition, the Second Amendment includes certain conforming amendments to the Note Agreement consistent with the Company’s credit agreement with Bank of America, including a schedule of permitted consolidated capital expenditures and related carryforward provisions for unused portions each fiscal year. The Series A Notes bear interest at 3.39 % per annum and will mature on November 15, 2032 , unless earlier paid by the Company. Principal payments are required semi-annually in May and November of each year in equal installments of $ 0.4 million through May 15, 2032 , and the remaining outstanding principal in the amount of $ 8.4 million will become due on November 15, 2032 . Interest is also payable semi-annually in May and November of each year. During the fiscal year ended August 31, 2020, the Company repaid $ 0.8 million in principal on the Series A Notes pursuant to its semi-annual principal payment requirements. Pursuant to the Note Agreement, the Company may from time to time offer for sale, in one or a series of transactions, additional senior notes of the Company (the “Shelf Notes”) in an aggregate principal amount of up to $ 105.0 million. The Shelf Notes will have a maturity date of no more than 15.5 years after the date of original issuance and may be issued no later than November 15, 2020 . The Shelf Notes, if issued, would bear interest at a rate per annum as agreed upon amongst the Company and the purchasing parties and would have such other particular terms, as would be set forth in a confirmation of acceptance executed by the purchasing parties prior to the closing of each purchase and sale transaction. As of August 31, 2020, the Company had no t issued Shelf Notes. Pursuant to the Note Agreement, the Series A Notes and any Shelf Notes (collectively, the "Notes") can be prepaid at the Company’s sole discretion, in whole at any time or in part from time to time, at 100% of the principal amount of the Notes being prepaid, together with accrued and unpaid interest thereon as well as an additional make-whole payment with respect to such Notes. On September 30, 2020, the Company entered into an amendment to the Note Agreement and issued $ 52.0 million in Shelf Notes. See Note 18 – Subsequent Events for additional information on this agreement. Credit Agreement On March 16, 2020, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America. The Credit Agreement modified the Company’s previously existing agreement dated June 17, 2011 (as amended on January 7, 2013, May 13, 2015, November 16, 2015, September 1, 2016, November 15, 2017, February 23, 2018 and January 22, 2019). The Credit Agreement increased the revolving commitment from $ 100.0 million to $ 150.0 million and increased the sublimit for the revolving commitment for borrowing by WD-40 Company Limited, a wholly owned operating subsidiary of the Company for Europe, the Middle East, Africa and India, from $ 50.0 million to $ 100.0 million. In addition to other non-material and technical amendments, the Credit Agreement also modified certain restrictive covenants. The Credit Agreement also includes a new schedule of permitted consolidated capital expenditures to permit the Company to make contemplated capital investments in the current and future fiscal years of up to $ 30.5 million in fiscal year 2020, $ 19.0 million in fiscal year 2021, and $ 15.0 million for fiscal years 2022, 2023, 2024 and 2025. The Credit Agreement also increased the carryforward from one fiscal year to the next fiscal year of unused Permitted Consolidated Capital Expenditures from $ 2.5 million to $ 5.0 million. The new maturity date for the revolving credit facility per the Credit Agreement is March 16, 2025 . Per the terms of the Credit Agreement, the aggregate amount of the Company’s capital stock that it may repurchase may not exceed $ 150.0 million during the period from January 22, 2019 to the maturity date of the agreement so long as no default exists immediately prior and after giving effect thereto. In addition, the Company may not declare or pay cash dividends in the current fiscal quarter that, when added to dividends paid in the prior three fiscal quarters, will exceed 75 % of the Company’s consolidated net income for the then most recently ended four quarters for which financial statements are delivered to Bank of America as required by the Credit Agreement (the “Dividend Covenant”). The Company’s Note Agreement with Prudential also has a conforming dividend covenant with identical terms. On April 8, 2020, the Company signed letters from Bank and America and Prudential acknowledging an agreement between the Company and both lenders to permit the Company to add back to its net income for the quarter ended August 31, 2019 a one-time, non-cash charge for an uncertain tax position associated with the Tax Cuts and Jobs Act “toll tax” in the amount of $ 8.7 million solely for the purpose of the Dividend Covenant. The Credit Agreement also features an autoborrow agreement providing for the automatic advance of revolving loans in U.S. Dollars to the Company’s designated account at Bank of America. Per the terms of the Credit Agreement, the Company’s outstanding balance on the autoborrow agreement cannot exceed an aggregate amount of $ 30.0 million. Since the autoborrow feature provides for borrowings to be made and repaid by the Company on a daily basis, any such borrowings made under an active autoborrow agreement are classified as short-term on the Company’s consolidated balance sheets. The Company had no outstanding balance under the autoborrow agreement as of August 31, 2020. The Company assesses its ability and intent to refinance the outstanding draws on the line of credit at the end of each reporting period in order to determine the proper balance sheet classification for amounts outstanding on the line of credit. The Company has the ability to refinance any draw under the line of credit with successive short-term borrowings through the March 16, 2025 maturity date. Outstanding draws for which management has both the ability and intent to refinance with successive short-term borrowings for a period of at least twelve months are classified as long-term. During the first three quarters of fiscal year 2020, the Company repaid $ 5.0 million in short-term borrowings outstanding under the line of credit and drew an additional $ 90.0 million in U.S. Dollars, which included an $ 80.0 million draw in U.S. Dollars in March 2020 in response to the COVID-19 pandemic. Although the Company did not have any anticipated need for this additional liquidity, the Company decided to draw this additional amount to ensure future liquidity given the recent significant impact on global financial markets and the economy as a result of the COVID-19 pandemic. The Company repaid $ 55.0 million of these outstanding draws in the fourth quarter of fiscal year 2020 in anticipation of the changes that it made to its debt structure in September 2020 to include more long-term debt. See Note 18 – Subsequent Events for additional information. The Company maintains a balance of outstanding draws in U.S. Dollars in the Americas segment, as well as in Euros and Pound Sterling in the EMEA segment. Euro and Pound Sterling denominated draws will fluctuate in U.S. Dollars from period to period due to changes in foreign currency exchange rates. As of August 31, 2020, the Company had a balance of $ 95.9 million of outstanding draws on the line of credit. Based on the Company’s ability and intent assessment as well as considerations related to debt structure changes and refinancing discussed in detail in Note 18 – Subsequent Events, the Company has classified this entire amount as long-term as of August 31, 2020. Short-term and long-term borrowings consisted of the following (in thousands): August 31, August 31, 2020 2019 Short-term borrowings: Revolving credit facility, short-term $ - $ 20,000 Revolving credit facility, autoborrow feature - 405 Series A Notes, current portion of long-term debt 800 800 Total short-term borrowings 800 21,205 Long-term borrowings: Revolving credit facility 95,898 42,221 Series A Notes 17,200 18,000 Total long-term borrowings 113,098 60,221 Total $ 113,898 $ 81,426 Both the Note Agreement and the Credit Agreement contain representations, warranties, events of default and remedies, as well as affirmative, negative and other financial covenants customary for these types of agreements. These covenants include, among other things, certain limitations on the ability of the Company and its subsidiaries to incur indebtedness, create liens, dispose of assets, make investments, declare, make or incur obligations to make certain restricted payments, including the payment of dividends and payments for the repurchase shares of the Company’s capital stock and enter into certain merger or consolidation transactions. Each agreement also includes a most favored lender provision which requires that any time any other lender has the benefit of one or more financial or operational covenants that is different than, or similar to, but more restrictive than those contained in its own agreement, those covenants shall be immediately and automatically incorporated by reference in the other lender’s agreement. The Credit Agreement includes, among other limitations on indebtedness, a $ 35.0 million limit on other unsecured indebtedness, including indebtedness incurred under the Series A Notes and any Shelf Notes to be offered for sale under the Note Agreement. Both the Note Agreement and the Credit Agreement require the Company to adhere to the same financial covenants. For the financial covenants, the definition of consolidated EBITDA includes the add back of non-cash stock-based compensation to consolidated net income when arriving at consolidated EBITDA. The terms of the financial covenants are as follows: The consolidated leverage ratio cannot be greater than three to one. The consolidated leverage ratio means, as of any date of determination, the ratio of (a) consolidated funded indebtedness as of such date to (b) consolidated EBITDA for the most recently completed four fiscal quarters. The consolidated interest coverage ratio cannot be less than three to one. The consolidated interest coverage ratio means, as of any date of determination, the ratio of (a) consolidated EBITDA for the most recently completed four fiscal quarters to (b) consolidated interest charges for the most recently completed four fiscal quarters. As of August 31, 2020, the Company was in compliance with all debt covenants under both the Note Agreement and the Credit Agreement . On September 30, 2020, the Company entered into the first amendment to the Credit agreement and a third amendment to the Note Agreement. See Note 18 – Subsequent Events for additional information on these agreements. |
Share Repurchase Plans
Share Repurchase Plans | 12 Months Ended |
Aug. 31, 2020 | |
Share Repurchase Plan [Abstract] | |
Share Repurchase Plans | Note 9. Share Repurchase Plans On June 19, 2018, the Company’s Board of Directors approved a share buy-back plan. Under the plan, which became effective on September 1, 2018 and remained in effect through August 31, 2020, the Company was authorized to acquire up to $ 75.0 million of its outstanding shares on terms and conditions that were acceptable to the Company’s Chief Executive Officer and Chief Financial Officer and in compliance with all laws and regulations thereto. During the period from September 1, 2018 through August 31, 2020, the Company repurchased 268,538 shares at a total cost of $ 46.4 million under this $ 75.0 million plan. During fiscal year 2020, the Company repurchased 92,583 shares at an average price of $ 181.71 per share, for a total cost of $ 16.8 million under this $ 75.0 million plan. On April 8, 2020, the Company elected to temporarily suspend repurchases under this share buy-back plan which expired on August 31, 2020. The Company made this election in order to preserve cash while it continued to monitor the impacts of the COVID-19 pandemic. Therefore, no repurchase transactions were made between April 8, 2020 and August 31, 2020. |
Earnings Per Common Share
Earnings Per Common Share | 12 Months Ended |
Aug. 31, 2020 | |
Earnings Per Common Share [Abstract] | |
Earnings Per Common Share | Note 10. Earnings per Common Share The table below reconciles net income to net income available to common shareholders (in thousands): Fiscal Year Ended August 31, 2020 2019 2018 Net income $ 60,710 $ 55,908 $ 65,215 Less: Net income allocated to participating securities ( 294 ) ( 333 ) ( 423 ) Net income available to common shareholders $ 60,416 $ 55,575 $ 64,792 The table below summarizes the weighted-average number of common shares outstanding included in the calculation of basic and diluted EPS (in thousands): Fiscal Year Ended August 31, 2020 2019 2018 Weighted-average common shares outstanding, basic 13,691 13,799 13,929 Weighted-average dilutive securities 28 31 33 Weighted-average common shares outstanding, diluted 13,719 13,830 13,962 For the fiscal years ended August 31, 2020 and 2019,weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 6,172 and 1,082 , respectively, were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive. There were no anti-dilutive stock-based equity awards outstanding for the fiscal year ended August 31, 2018. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Aug. 31, 2020 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Note 11. Revenue Recognition The following paragraphs detail the Company’s revenue recognition policies and provide additional information used in its determination of net sales and contract balances under ASC 606. Revenue Recognition The Company generates revenue from sales of its products to customers in its Americas, EMEA and Asia-Pacific segments. Product sales for the Company include maintenance products and homecare and cleaning products. The Company recognizes revenue related to the sale of these products when it satisfies a performance obligation in an amount reflecting the consideration to which it expects to be entitled. Sales are recorded net of allowances for damaged goods and other sales returns, sales incentives, trade promotions and cash discounts. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized which includes the following: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. Contracts with customers are renewable periodically and contain terms and conditions with respect to payment, delivery, sales incentives, warranty and supply, but do not require mandatory purchase commitments. In the absence of a specific sales agreement with a customer, the Company’s standard terms and conditions at the time of acceptance of purchase orders apply to the sales transaction. The Company’s standard terms and conditions are either included in a standalone document or on the Company’s price lists or both, and these standard terms and conditions are provided to the customer prior to the sales transaction. The Company considers the customer purchase orders, governed by specific sales agreements or the Company’s standard terms and conditions, to be the contract with the customer. The Company considers each transaction to sell products as separate and distinct, with no additional promises made, and as a result, all of the Company's sales are single performance obligation arrangements for which the transaction price is equivalent to the stated price of the product, net of any variable consideration for items such as sales returns, discounts, rebates and other sales incentives. The Company recognizes sales at a point in time upon transferring control of its product to the customer. This typically occurs when products are shipped or delivered, depending on when risks of loss and title have passed to the customer per the terms of the contract. Taxes imposed by governmental authorities on the Company's revenue, such as sales taxes and value added taxes, are excluded from net sales. Sales commissions are paid to certain third-parties based upon specific sales levels achieved during a defined time period. Since the Company’s contracts related to these sales commissions do not exceed one year, the Company has elected as a practical expedient to expense these payments as incurred. The Company also elected the practical expedient related to shipping and handling fees which allows the Company to account for freight costs as fulfillment activities instead of assessing such activities as performance obligations. The Company’s freight costs are sometimes paid by the customer, while other times, the freight costs are included in the sales price. The Company does not account for freight costs as a separate performance obligation, but rather as an activity performed to transfer the products to its customers. Variable Consideration - Sales Incentives In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment related to variable consideration to determine the net consideration to which the Company expects to be entitled. The Company records estimates of variable consideration, which primarily includes rebates/other discounts (cooperative marketing programs, volume-based discounts, shelf price reductions and allowances for shelf space, charges from customers for services they provided to us related to the sale and penalties/fines charged to us by customers associated with failing to adhere to contractual obligations), , coupon offers, cash discount allowances, and sales returns, as a reduction of sales in its consolidated statements of operations. These estimates are based on the expected value method considering all reasonably available information, including current and past trade promotion spending patterns, status of trade promotion activities, the interpretation of historical spending trends by customer and category, customer agreements and/or currently known factors that arise in the normal course of business. The Company reviews its assumptions and adjusts these estimates accordingly on a quarterly basis. Rebates/Other Discounts — The Company offers various on-going trade promotion programs with customers and provides other discounts to customers that require management to estimate and accrue for the expected costs of such programs or discounts. These programs include cooperative marketing, volume-based discounts, shelf price reductions, consideration and allowances given to retailers for shelf space and/or favorable display positions in their stores and other promotional activities. Other discounts include items such as charges from customers for services they provide related to the sale of WD-40 Company products and penalties/fees associated with WD-40 Company failing to adhere to contractual obligations (e.g., errors on purchase orders, errors on shipment, late deliveries, etc.). Costs related to rebates, cooperative advertising and other promotional activities and other discounts are recorded as a reduction to sales upon delivery of the Company ’ s products to its customers. The Company had a $ 7.5 million balance in rebate/other discount liabilities as of both August 31, 2020 and 2019, which are included in accrued liabilities on the Company ’ s consolidated balance sheets. The Company recorded approximately $ 20.7 million and $ 18.2 million in rebates/other discounts as a reduction to sales during fiscal years 2020 and 2019, respectively. Coupons — Coupon costs are based upon historical redemption rates and are recorded as a reduction to sales as incurred, which is when the coupons are circulated. Coupon redemption liabilities, which are included in accrued liabilities on the Company’s consolidated balance sheets, were not significant at August 31, 2020 and 2019. Coupons recorded as a reduction to sales were not significant during fiscal years 2020 and 2019, respectively. Cash discounts — The Company offers certain of its customers a cash discount program to incentivize them to pay the invoice earlier than the normal payment date on the invoice. Although payment terms vary, most customers typically pay within 30 to 90 days of invoicing. The Company had $ 0.5 million balance in the allowance for cash discounts at both August 31, 2020 and 2019. The Company recorded approximately $ 4.4 million and $ 4.2 million in cash discounts as a reduction to sales during fiscal year 2020 and 2019, respectively . Sales returns — The Company recognizes revenue net of allowances for estimated returns, which is based on historical return rates, with a corresponding reduction to cost of products sold. Although the Company typically does not have definitive sales return provisions included in the contract terms with its customers, when such provisions have been included, they have not been significant. Under the current revenue accounting standard, ASC 606, the Company is now required to present its provision for sales returns on a gross basis as a liability. The Company ’ s refund liability for sales returns is included in accrued liabilities and represents the amount expected to be owed to the customers for product returns. The Company’s refund liability for sales returns was not significant at August 31, 2020 and 2019. The Company now also records an asset for the value of inventory that represents the right to recover products from customers associated with sales returns. The value of this inventory is recorded to other current assets and the balance in this account associated with product returns was not significant at August 31, 2020 and August 31, 2019. Disaggregation of Revenue The Company's revenue is presented on a disaggregated basis in Note 17 – Business Segments and Foreign Operations included in this report. The Company discloses certain information about its business segments, which are determined consistent with the way the Company’s Chief Operating Decision Maker organizes and evaluates financial information internally for making operating decisions and assessing performance. The Chief Operating Decision Maker assesses and measures revenue based on geographic area and product groups. Contract Balances Contract liabilities consist of deferred revenue related to undelivered products. Deferred revenue is recorded when payments have been received from customers for undelivered products. Revenue is subsequently recognized when revenue recognition criteria are met, generally when control of the product transfers to the customer. The Company had contract liabilities of $ 1.4 million and $ 0.3 million as of August 31, 2020 and 2019, respectively. All of the $ 0.3 million that was included in contract liabilities as of August 31, 2019 was recognized to revenue during fiscal year 2020. These contract liabilities are recorded in accrued liabilities on the Company ’ s consolidated balance sheets. The Company did no t have any contract assets as of August 31, 2020 and August 31, 2019 |
Related Parties
Related Parties | 12 Months Ended |
Aug. 31, 2020 | |
Related Parties [Abstract] | |
Related Parties | Note 12. 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 the 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, until January 13, 2020 when he retired as Chief Executive Officer. Since Mr. Sandfort served as an executive officer of Tractor Supply during the Company’s first two quarters of fiscal year 2020, Tractor Supply is treated as a related party to the Company through January 13, 2020. The consolidated financial statements include sales to Tractor Supply of $ 0.9 million and $ 1.9 million for fiscal years 2020 and 2019, respectively. Accounts receivable from Tractor Supply were not significant at both August 31, 2020 and August 31, 2019. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Aug. 31, 2020 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | Note 13. 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 has definitive minimum purchase obligations included in the contract terms with certain of its contract manufacturers, when such obligations have been included, they have either been immaterial or the minimum amounts have been such that they are well below the volume of goods that the Company has historically purchased. In the ordinary course of business, supply needs are communicated by the Company to its contract manufacturers based on orders and short-term projections, ranging from two to six 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. The amounts for inventory purchased under termination commitments have been immaterial. 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 and renovation initiatives and/or supply chain initiatives. As of August 31, 2020, no such commitments were outstanding. Litigation From time to time, the Company is subject to various claims, lawsuits, investigations and proceedings arising in the ordinary course of business, including but not limited to, product liability litigation and other claims and proceedings with respect to intellectual property, breach of contract, labor and employment, tax and other matters. As of August 31, 2020, there were no unasserted claims or pending proceedings for claims against the Company that the Company believes will result in a probable loss for the Company and, as to claims that the Company believes may result in a reasonably possible loss, the Company believes that no reasonably possible outcome of any such claim will have a materially adverse impact on the Company’s financial condition, results of operations or cash flows. 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 August 31, 2020. 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 August 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2020 | |
Income Taxes [Abstract] | |
Income Taxes | Note 14. Income Taxes Income before income taxes consisted of the following (in thousands): Fiscal Year Ended August 31, 2020 2019 2018 United States $ 43,000 $ 47,962 $ 42,634 Foreign (1) 32,515 32,808 32,544 Income before income taxes $ 75,515 $ 80,770 $ 75,178 (1) Included in these amounts are income before income taxes for the EMEA segment of $ 27.0 million, $ 26.6 million and $ 27.4 million for the fiscal years ended August 31, 2020, 2019 and 2018, respectively. The provision for income taxes consisted of the following (in thousands): Fiscal Year Ended August 31, 2020 2019 2018 Current: Federal $ 7,267 $ 15,591 $ 10,100 State 822 800 651 Foreign 7,139 7,679 6,750 Total current 15,228 24,070 17,501 Deferred: United States ( 619 ) 843 ( 7,496 ) Foreign 196 ( 51 ) ( 42 ) Total deferred ( 423 ) 792 ( 7,538 ) Provision for income taxes $ 14,805 $ 24,862 $ 9,963 Deferred tax assets and deferred tax liabilities consisted of the following (in thousands): August 31, August 31, 2020 2019 Deferred tax assets: Accrued payroll and related expenses $ 891 $ 794 Accounts receivable 267 325 Reserves and accruals 1,079 1,145 Stock-based compensation expense 2,162 1,990 Lease Accounting 828 - Uniform capitalization 954 1,084 Tax credit carryforwards 3,374 2,827 Other 1,170 1,034 Total gross deferred tax assets 10,725 9,199 Valuation allowance ( 3,442 ) ( 2,827 ) Total net deferred tax assets 7,283 6,372 Deferred tax liabilities: Property and equipment, net ( 1,515 ) ( 1,609 ) Amortization of tax goodwill and intangible assets ( 15,205 ) ( 15,373 ) Lease Accounting ( 808 ) - Other ( 582 ) ( 675 ) Total deferred tax liabilities ( 18,110 ) ( 17,657 ) Net deferred tax liabilities $ ( 10,827 ) $ ( 11,285 ) The Company had state net operating loss (“NOL”) carryforwards of $ 3.9 million and $ 4.8 million as of August 31, 2020 and 2019, respectively, which generated a net deferred tax asset of $ 0.3 million and $ 0.2 million as of August 31, 2020 and 2019, respectively. The state NOL carryforwards, if unused, will expire between fiscal year 2021 and 2040. The Company also had tax credit carryforwards of $ 3.4 million and $ 2.8 million as of August 31, 2020 and 2019, respectively, of which $ 3.2 million and $ 2.6 million, respectively, is attributable to U.K. tax credit carryforwards, which do not expire. Future utilization of the U.K. tax credit carryforwards and certain state credit carryforwards is uncertain and is dependent upon several factors that may not occur, including the generation of future taxable income in certain jurisdictions. At this time, management cannot conclude that it is “more likely than not” that the related deferred tax assets will be realized. Accordingly, a full valuation allowance has been recorded against the related deferred tax asset associated with the U.K. tax credit carryforwards and certain state carryforwards. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows (in thousands): Fiscal Year Ended August 31, 2020 2019 2018 Amount computed at U.S. statutory federal tax rate $ 15,858 $ 16,962 $ 19,298 State income taxes, net of federal tax benefits 853 963 453 Effect of foreign operations 297 318 ( 1,412 ) Benefit from qualified domestic production deduction - - ( 1,121 ) Net benefit from GILTI/FDII ( 1,582 ) ( 1,404 ) - Tax Cuts and Jobs Act: Remeasurement of deferred income taxes - - ( 6,762 ) Toll tax, net of foreign tax credits - 8,665 ( 282 ) Benefit from stock compensation ( 1,129 ) ( 1,107 ) ( 725 ) Other 508 465 514 Provision for income taxes $ 14,805 $ 24,862 $ 9,963 The provision for income taxes was 19.6 % and 30.8 % of income before income taxes for the fiscal years ended August 31, 2020 and 2019, respectively. The decrease in the effective income tax rate from period to period was primarily due to the one-time uncertain tax position in the amount of $ 8.7 million associated with the Tax Cuts and Jobs Act mandatory one-time “toll tax” on unremitted foreign earnings that was recorded in the fourth quarter of fiscal year 2019. This resulted in a significantly higher fiscal year 2019 effective income tax rate compared to fiscal year 2020. In the fourth quarter of fiscal year 2020, the U.S. Treasury released regulations related to a High-Tax Exception for those jurisdictions subject to the Global Intangible Low Taxed Income (“GILTI”) tax. These newly released regulations resulted in an immaterial favorable impact to the fiscal year 2020 tax provision. Reconciliations of the beginning and ending amounts of the Company’s gross unrecognized tax benefits, excluding interest and penalties, are as follows (in thousands): Fiscal Year Ended August 31, 2020 2019 Unrecognized tax benefits - beginning of fiscal year $ 9,384 $ 1,038 Net increases (decreases) - prior period tax positions - 8,301 Net increases - current period tax positions 230 210 Expirations of statute of limitations for assessment ( 262 ) ( 165 ) Settlements - - Unrecognized tax benefits - end of fiscal year $ 9,352 $ 9,384 Gross unrecognized tax benefits totaled $ 9.4 million for both the fiscal years ended August 31, 2020 and 2019, of which $ 9.2 million in both fiscal years would affect the Company’s effective income tax rate if recognized. Interest and penalties related to uncertain tax positions included in tax expense was $ 0.5 million and $ 0.4 million for fiscal year ending August 31, 2020 and 2019, respectively, primarily related to the toll tax liability reserve. The total balance of accrued interest and penalties related to uncertain tax positions was $ 1.0 million and $ 0.5 million for the fiscal years ended August 31, 2020 and 2019, respectively. The Company is subject to taxation in the U.S. and in various state and foreign jurisdictions. Due to expired statutes and closed audits, the Company’s federal income tax returns for years prior to fiscal year 2017 are not subject to examination by the U.S. Internal Revenue Service . The Company is currently under audit in various state jurisdictions for fiscal years 2016 through 2019. Generally, for the majority of state and foreign jurisdictions where the Company does business, periods prior to fiscal year 2016 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. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Aug. 31, 2020 | |
Stock-based Compensation [Abstract] | |
Stock-based Compensation | Note 15. Stock-based Compensation As of August 31, 2020, the Company had one stock incentive plan, the WD-40 Company 2016 Stock Incentive Plan (“2016 Plan”), which was approved by the Company’s shareholders effective as of December 13, 2016. The 2016 Plan permits the granting of various stock-based equity awards, including non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards to employees, directors and consultants. To date through August 31, 2020, the Company had granted awards of restricted stock units (“RSUs”), market share units (“MSUs”) and deferred performance units (“DPUs”) under the 2016 Plan. Additionally, as of August 31, 2020, there were still outstanding RSUs, MSUs and DPUs which had been granted under the Company’s prior equity incentive plan. The 2016 Plan is administered by the Board of Directors (the “Board”) or the Compensation Committee or other designated committee of the Board (the “Committee”). All stock-based equity awards granted under the 2016 Plan are subject to the specific terms and conditions as determined by the Committee at the time of grant of such awards in accordance with the various terms and conditions specified for each award type per the 2016 Plan. The total number of shares of common stock authorized for issuance pursuant to grants of awards under the 2016 Plan is 1,000,000 . As of August 31, 2020, 627,742 shares of common stock remained available for future issuance pursuant to grants of awards under the 2016 Plan. The shares of common stock to be issued pursuant to awards under the 2016 Plan may be authorized shares not previously issued, or treasury shares. The Company has historically issued new authorized shares not previously issued upon the settlement of the various stock-based equity awards under its equity incentive plans. Vesting of the RSUs granted to directors is immediate, with shares to be issued pursuant to the vested RSUs upon termination of each director’s service as a director of the Company. Vesting of the one-time grant of RSUs granted to certain key executives of the Company in March 2008 in settlement of these key executives’ benefits under the Company’s supplemental employee retirement plan agreements was over a period of three years from the date of grant, with shares to be issued pursuant to the vested RSUs six months following the day after each executive officer’s termination of employment with the Company. Vesting of the RSUs granted to certain high level employees is over a period of three years from the date of grant, subject to potential earlier vesting in the event of retirement of the holder of the award in accordance with the award agreement, with shares to be issued pursuant to the vested RSUs at the time of vest. The director RSU holders and the executive officer March 2008 grant date RSU holders are entitled to receive dividend equivalents with respect to their RSUs, payable in cash as and when dividends are declared by the Company’s Board of Directors. Vesting of the MSUs granted to certain high level employees follows a performance measurement period of three fiscal years commencing with the Company’s fiscal year in which the MSU awards are granted (the “Measurement Period”). Shares will be issued pursuant to the vested MSUs following the conclusion of the applicable MSU Measurement Period after the Committee’s certification of achievement of the applicable performance measure for such awards and the vesting of the MSU awards and the applicable percentage of the target number of MSU shares to be issued. The recipient must remain employed with the Company for vesting purposes until the date on which the Committee certifies achievement of the applicable performance measure for the MSU awards, subject to potential pro-rata vesting in the event of earlier retirement of the holder of the award in accordance with the award agreement. Vesting of the DPUs granted to certain high level employees follows a performance measurement period of one fiscal year that is the same fiscal year in which the DPU awards are granted (the “Measurement Year”). A number of DPUs equal to the applicable percentage of the maximum number of DPUs awarded will be confirmed as vested following the conclusion of the applicable DPU Measurement Year after the Committee’s certification of achievement of the applicable performance measure for such awards (the “Vested DPUs”). The recipient must remain employed with the Company for vesting purposes until August 31 of the Measurement Year, subject to potential pro-rata vesting in the event of earlier retirement of the holder of the award in accordance with the award agreement. For recipients who are residents of the United States, the Vested DPUs must be held until termination of employment, with shares to be issued pursuant to the Vested DPUs six months following the day after each such recipient’s termination of employment with the Company. For recipients who are not residents of the United States, the Committee has discretion to either defer settlement of each such recipient’s Vested DPUs by issuance of shares following termination of employment or settle each Vested DPU in cash by payment of an amount equal to the closing price of one share of the Company’s common stock as of the date of the Committee’s certification of the relative achievement of the applicable performance measure for the DPU awards. Until issuance of shares in settlement of the Vested DPUs, the holders of each Vested DPU that is not settled in cash are entitled to receive dividend equivalents with respect to their Vested DPUs, payable in cash as and when dividends are declared by the Company’s Board of Directors. Stock-based compensation expense is amortized on a straight-line basis over the requisite service period for the entire award. Stock-based compensation expense related to the Company’s stock-based equity awards totaled $ 5.4 million, $ 4.4 million and $ 4.2 million for the fiscal years ended August 31, 2020, 2019 and 2018, respectively. The Company recognized income tax benefits related to such stock-based compensation of $ 1.2 million, $ 1.0 million and $ 1.1 million for the fiscal years ended August 31, 2020, 2019 and 2018, respectively. As of August 31, 2020, the total unamortized compensation cost related to non-vested stock-based equity awards was $ 0.6 million and $ 3.0 million for RSUs and MSUs, respectively, which the Company expects to recognize over remaining weighted-average vesting periods of 1.4 and 1.9 years for RSUs and MSUs, respectively. No unamortized compensation cost for DPUs remained as of August 31, 2020. Restricted Stock Units The estimated fair value of each of the Company’s RSU awards was determined on the date of grant based on the closing market price of the Company’s common stock on the date of grant for those RSUs which are entitled to receive dividend equivalents with respect to the RSUs, or based on the closing market price of the Company’s common stock on the date of grant less the grant date present value of expected dividends during the vesting period for those RSUs which are not entitled to receive dividend equivalents with respect to the RSUs. A summary of the Company’s restricted stock unit activity is as follows (in thousands, except share and per share amounts): Weighted-Average Grant Date Number of Fair Value Aggregate Restricted Stock Units Shares Per Share Intrinsic Value Outstanding at August 31, 2019 96,920 $ 86.01 Granted 18,438 $ 184.43 Converted to common shares ( 29,055 ) $ 88.24 Forfeited ( 149 ) $ 156.83 Outstanding at August 31, 2020 86,154 $ 106.20 $ 17,608 Vested at August 31, 2020 60,689 $ 83.15 $ 12,404 The weighted-average grant date fair value of all RSUs granted during the fiscal years ended August 31, 2020, 2019 and 2018 was $ 184.43 , $ 163.93 and $ 111.71 , respectively. The total intrinsic value of all RSUs converted to common shares was $ 5.4 million, $ 6.0 million and $ 2.8 million for the fiscal years ended August 31, 2020, 2019 and 2018, respectively. The income tax benefits from RSUs converted to common shares totaled $ 1.2 million, $ 1.4 million and $ 0.7 million for the fiscal years ended August 31, 2020, 2019 and 2018 , respectively. Market Share Units The MSUs are market performance-based awards that shall vest with respect to the applicable percentage of the target number of MSU shares based on relative total stockholder return (“TSR”) for the Company as compared to the total return for the Russell 2000 Index (“Index”) over the performance Measurement Period. The ultimate number of MSUs that vest may range from 0 % to 200 % of the original target number of shares depending on the relative achievement of the TSR performance measure at the end of the Measurement Period. The probabilities of the actual number of MSUs expected to vest and resultant actual number of shares of common stock expected to be awarded are reflected in the grant date fair values of the various MSU awards; therefore, the compensation expense for the MSU awards will be recognized assuming the requisite service period is rendered and will not be adjusted based on the actual number of such MSU awards to ultimately vest. The estimated fair value of each of the Company’s MSU awards, which are not entitled to receive dividend equivalents with respect to the MSUs, was determined on the date of grant using the Monte Carlo simulation model, which utilizes multiple input variables to simulate a range of possible future stock prices for both the Company and the Index and estimates the probabilities of the potential payouts. The determination of the estimated grant date fair value of the MSUs is affected by the Company’s stock price and a number of assumptions including the expected volatilities of the Company’s stock and the Index, the Company’s risk-free interest rate and expected dividends. The following weighted-average assumptions for MSU grants for the last three fiscal years were used in the Monte Carlo simulation model: Fiscal Year Ended August 31, 2020 2019 2018 Expected volatility 21.4 % 19.6 % 20.4 % Risk-free interest rate 1.4 % 3.0 % 1.6 % Expected dividend yield 0.0 % 0.0 % 0.0 % The expected volatility utilized was based on the historical volatilities of the Company’s common stock and the Index in order to model the stock price movements. The volatility used was calculated over the most recent 2.90 -year period for MSUs granted during the fiscal year ended August 31, 2020 and over the most recent 2.90 -year and 2.89 -year periods for MSUs granted during each of the fiscal years ended August 31, 2019 and 2018, which were the remaining terms of the performance Measurement Period at the dates of grant. The risk-free interest rates used were based on the implied yield available on a U.S. Treasury zero-coupon bill with a remaining term equivalent to the remaining performance Measurement Period. The MSU awards stipulate that, for purposes of computing the relative TSR for the Company as compared to the return for the Index, dividends paid with respect to both the Company’s stock and the Index are to be treated as being reinvested into the stock of each entity as of the ex-dividend date. Accordingly, an expected dividend yield of zero was used in the Monte Carlo simulation model, which is the mathematical equivalent to reinvesting dividends in the issuing entity over the performance Measurement Period. A summary of the Company’s market share unit activity is as follows (in thousands, except share and per share amounts) : Weighted-Average Grant Date Number of Fair Value Aggregate Market Share Units Shares Per Share Intrinsic Value Outstanding at August 31, 2019 39,524 $ 121.03 Granted 13,452 $ 216.77 Performance factor adjustments 10,561 $ 96.10 Converted to common shares ( 24,171 ) $ 93.69 Forfeited ( 248 ) $ 118.47 Outstanding at August 31, 2020 (1) 39,118 $ 164.14 $ 7,995 (1) This figure represents the total number of shares underlying MSU grants assuming achievement of the target number of shares at 100 %. As the ultimate number of shares that vest could be as high as 200 % of the target, the Company may be required to issue additional shares to satisfy outstanding MSU award grants. The weighted-average grant date fair value of all MSUs granted during the fiscal years ended August 31, 2020, 2019 and 2018 was $ 216.77 , $ 177.82 and $ 101.93 , respectively. The total intrinsic value of all MSUs converted to common shares was $ 4.4 million, $ 4.0 million and $ 3.0 million for the fiscal years ended August 31, 2020, 2019 and 2018, respectively. The income tax benefits from MSUs converted to common shares totaled $ 0.9 million for both the fiscal years ended August 31, 2020 and 2019 and $ 0.8 million for the fiscal years ended 2018. Deferred Performance Units The DPU awards provide for performance-based vesting over a performance measurement period of the fiscal year in which the DPU awards are granted. The performance vesting provisions of the DPUs are based on relative achievement within an established performance measure range of the Company’s reported earnings before interest, income taxes, depreciation in operating departments, and amortization computed on a consolidated basis for the Measurement Year, before deduction of the stock-based compensation expense for the Vested DPUs and excluding other non-operating income and expense amounts (“Adjusted Global EBITDA”). The ultimate number of DPUs that vest may range from 0 % to 100 % of the original maximum number of DPUs awarded depending on the relative achievement of the Adjusted Global EBITDA performance measure at the end of the Measurement Year. The estimated fair value of each of the Company’s DPU awards was determined on the date of grant based on the closing market price of the Company’s common stock on the date of grant less the grant date present value of expected dividends during the vesting period for the DPUs, which are not entitled to receive dividend equivalents with respect to the unvested DPUs. A summary of the Company’s deferred performance unit activity is as follows (in thousands, except share and per share amounts): Weighted-Average Grant Date Number of Fair Value Aggregate Deferred Performance Units Shares Per Share Intrinsic Value Outstanding at August 31, 2019 23,530 $ 148.70 Granted 18,955 $ 183.62 Performance factor adjustments ( 19,357 ) $ 160.37 Converted to common shares - $ - Forfeited ( 214 ) $ 183.62 Outstanding at August 31, 2020 22,914 $ 167.40 $ 4,683 Vested at August 31, 2020 4,173 $ 94.54 $ 853 The weighted-average grant date fair value of all DPUs granted during the fiscal years ended August 31, 2020, 2019 and 2018 was $ 183.62 , $ 160.37 and $ 110.65 , respectively. The total intrinsic value of all DPUs converted to common shares was not significant for each of the fiscal years ended August 31, 2020, 2019 and 2018. The income tax benefits from DPUs converted to common shares were not significant for each of the fiscal years ended August 31, 2020, 2019 and 2018. |
Other Benefit Plans
Other Benefit Plans | 12 Months Ended |
Aug. 31, 2020 | |
Other Benefit Plans [Abstract] | |
Other Benefit Plans | Note 16. Other Benefit Plans The Company has a WD-40 Company Profit Sharing/401(k) Plan and Trust (the “Profit Sharing/401(k) Plan”) whereby regular U.S. employees who have completed certain minimum service requirements can defer a portion of their income through contributions to a trust. The Profit Sharing/401(k) Plan provides for Company contributions to the trust, as approved by the Board of Directors, as follows: 1) matching contributions to each participant up to 50 % of the first 6.6 % of compensation contributed by the participant; 2) fixed non-elective contributions in the amount equal to 10 % of eligible compensation; and 3) a discretionary non-elective contribution in an amount to be determined by the Board of Directors up to 5 % of eligible compensation. The Company’s contributions are subject to overall employer contribution limits and may not exceed the amount deductible for income tax purposes. The Profit Sharing/401(k) Plan may be amended or discontinued at any time by the Company. The Company’s contribution expense for the Profit Sharing/401(k) Plan was $ 3.6 million for fiscal year 2020 and $ 3.3 million for both fiscal years 2019 and 2018. The Company’s international subsidiaries have similar benefit plan arrangements, dependent upon the local applicable laws and regulations. The plans provide for Company contributions to an appropriate third-party plan, as approved by the subsidiary’s Board of Directors. The Company’s contribution expense related to the international plans was $ 1.6 million for the fiscal years ended August 31, 2020, 2019 and 2018. |
Business Segments And Foreign O
Business Segments And Foreign Operations | 12 Months Ended |
Aug. 31, 2020 | |
Business Segments And Foreign Operations [Abstract] | |
Business Segments And Foreign Operations | Note 17. 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 business 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. Also included in corporate overhead costs for fiscal year 2018 are corporate funded advertising and sales promotion expenses focused on increasing the Company’s digital presence and building brand awareness. Unallocated Americas EMEA Asia-Pacific Corporate (1) Total Fiscal Year Ended August 31, 2020 Net sales $ 200,493 $ 156,241 $ 51,764 $ - $ 408,498 Income from operations $ 51,089 $ 37,620 $ 14,982 $ ( 26,471 ) $ 77,220 Depreciation and amortization expense $ 4,361 $ 2,855 $ 307 $ 178 $ 7,701 Interest income $ 15 $ 2 $ 76 $ - $ 93 Interest expense $ 1,867 $ 567 $ 5 $ - $ 2,439 Fiscal Year Ended August 31, 2019 Net sales $ 193,972 $ 160,615 $ 68,763 $ - $ 423,350 Income from operations $ 50,069 $ 37,246 $ 20,813 $ ( 25,746 ) $ 82,382 Depreciation and amortization expense $ 4,532 $ 2,538 $ 282 $ 241 $ 7,593 Interest income $ 29 $ 23 $ 103 $ - $ 155 Interest expense $ 2,156 $ 379 $ 6 $ - $ 2,541 Fiscal Year Ended August 31, 2018 Net sales $ 192,878 $ 150,878 $ 64,762 $ - $ 408,518 Income from operations $ 48,954 $ 36,241 $ 19,098 $ ( 25,689 ) $ 78,604 Depreciation and amortization expense $ 4,142 $ 2,561 $ 313 $ 784 $ 7,800 Interest income $ 13 $ 320 $ 121 $ - $ 454 Interest expense $ 4,209 $ - $ 10 $ - $ 4,219 (1) Unallocated corporate expenses are general corporate overhead expenses not directly attributable to any one of the business 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 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): Fiscal Year Ended August 31, 2020 2019 2018 Maintenance products $ 369,444 $ 386,644 $ 372,391 Homecare and cleaning products 39,054 36,706 36,127 Total $ 408,498 $ 423,350 $ 408,518 Net sales and long-lived assets by geographic area are as follows (in thousands): Fiscal Year Ended August 31, 2020 2019 2018 Net Sales by Geography: United States $ 164,446 $ 157,904 $ 154,986 International 244,052 265,446 253,532 Total $ 408,498 $ 423,350 $ 408,518 Long-lived Assets by Geography (1) : United States $ 41,206 $ 24,535 $ 21,986 International 19,553 20,541 14,371 Total $ 60,759 $ 45,076 $ 36,357 (1) Includes tangible assets and property and equipment, net, attributed to the geographic location in which such assets are located. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18. Subsequent Events Dividend Declaration On October 5, 2020 , the Company’s Board of Directors declared a cash dividend of $ 0.67 per share payable on October 30, 2020 to shareholders of record on October 16, 2020 . First Amendment to Credit Agreement On September 30, 2020, the Company entered into a First Amendment to Credit Agreement (the “First Amendment to Credit Agreement”) with Bank of America. The First Amendment to Credit Agreement modifies the Company’s existing $ 150.0 million Credit Agreement dated March 16, 2020. Capitalized terms not otherwise defined in this report have the meaning given to such terms in the Credit Agreement, as detailed in Exhibit 10(ad) in Part IV—Item 15, “Exhibits, Financial Statement Schedules” included in this report. The First Amendment to Credit Agreement revises certain financial and restrictive covenants and adjusts the interest rates on borrowings under the Credit Agreement as described below. The maximum Consolidated Leverage Ratio has been increased from 3.0 to 1.0 to 3.5 to 1.0. The Restricted Payments covenant has been modified to permit the payment of dividends so long as immediately prior to and after giving effect to the payment of dividends, no Event of Default exists and the Company and its subsidiary Loan Parties are in compliance with applicable financial covenants. In addition to other non-material and technical amendments to the Credit Agreement, the First Amendment to Credit Agreement also modifies the restrictive covenants relating to Indebtedness and Investments. The limitation on other unsecured Indebtedness (including borrowing under the Company’s amended Note Agreement described below) has been increased from $ 35.0 million to $ 125.0 million. With respect to the restrictions on Investments, intercompany loans, advances or capital contributions from any Loan Party to Subsidiaries that are not Loan Parties may be made in an aggregate amount of up to $ 10.0 million outstanding at any time from and after September 30, 2020. In addition, Investments not otherwise covered by any other exception to the restriction on Investments may be made in an aggregate amount of up to $ 15.0 million outstanding at any time from and after November 15, 2017. The First Amendment to Credit Agreement also modifies the interest rate applicable to borrowings under the Credit Agreement by changing the Applicable Rate from 0.90 % for Libor Rate Loans and 0.0 % for Prime Rate Loans to a three-tier pricing approach tied to the Company’s Consolidated Leverage Ratio. For Libor Rate Loans and Prime Rate Loans, the Applicable Rate is a spread added to the Libor Daily Floating Rate and Prime Rate, respectively. An increase or decrease in the Applicable Rate will apply in the event of a change in the Consolidated Leverage Ratio from and after the first Business Day after the Company delivers a Compliance Certificate to Bank of America. Table 1 below reflects the tiered Applicable Rate. Table 1 Pricing Tier Consolidated Leverage Ratio Commitment Fee Libor Rate Loans Letter of Credit Fee Prime Rate Loans 1 < 2.00 to 1.0 0.15 % 1.00 % 1.00 % 0.00 % 2 < 3.00 to 1.0 but ≥ 2.00 to 1.0 0.15 % 1.25 % 1.25 % 0.25 % 3 ≥ 3.00 to 1.0 0.15 % 1.50 % 1.50 % 0.50 % The new Maturity Date for the revolving credit facility per the Credit Agreement is September 30, 2025 . Third Amendment to Note Purchase and Private Shelf Agreement On September 30, 2020, the Company entered into a Third Amendment to Note Purchase and Private Shelf Agreement (the “Third Amendment to Note Agreement”) amending its existing Note Agreement. The Third Amendment to Note Agreement amends the Note Agreement to permit the Company (inclusive of its subsidiaries) to enter into the First Amendment to Credit Agreement with Bank of America and the Third Amendment includes certain conforming amendments to the Note Agreement consistent with the First Amendment to Credit Agreement, including the revision of the financial and restrictive covenants described above. All other material terms included in the Credit Agreement and the Note Agreement remain unchanged as a result of execution of the First Amendment to Credit Agreement and the Third Amendment to Note Agreement. Issuance and Sale of $52.0 Million in Notes under Note Purchase and Private Shelf Agreement On September 30, 2020, the Company issued and sold senior unsecured notes pursuant to the Note Agreement to specified Note Purchasers in the aggregate amount of $ 52.0 million. Pursuant to the Note Agreement (as amended by the Third Amendment to Note Agreement), the Company agreed to sell $ 26.0 million aggregate principal amount of senior unsecured notes (the “Series B Notes”) to specified Note Purchasers and the Company agreed to sell $ 26.0 million aggregate principal amount of senior unsecured notes (the “Series C Notes” and together with the Series B Notes, the “Senior Notes”) to specified Note Purchasers. The Series B Notes will bear interest at 2.5 % per annum and will mature on November 15, 2027 , unless earlier redeemed by the Company. The Series C Notes will bear interest at 2.69 % per annum and will mature on November 15, 2030 , unless earlier redeemed by the Company. Interest on the Senior Notes is payable semi-annually beginning on May 15, 2021. The Company used the proceeds from the Senior Notes to pay down $ 50.0 million in borrowings under the Company’s existing $ 150.0 million Credit Agreement. |
Basis Of Presentation And Sum_2
Basis Of Presentation And Summary Of Significant Accounting Policies (Policy) | 12 Months Ended |
Aug. 31, 2020 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |
Basis Of Consolidation | Basis of Consolidation The 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 periods. Actual results could differ from those estimates. |
COVID-19 Consideration | COVID-19 Considerations The COVID-19 pandemic has adversely impacted global economic conditions and has contributed to significant volatility in financial markets beginning in early calendar year 2020, as described in the “ Significant Developments ” section included in Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Although the Company’s current estimates contemplate current conditions, the inputs into certain of the Company’s significant and critical accounting estimates include judgments and assumptions about the economic implications of the COVID-19 pandemic and how management expects them to change in the future, as appropriate. It is reasonably possible that actual results experienced may differ materially from the Company’s estimates in future periods, which could materially affect our results of operations and financial condition. |
Supplier Risk | Supplier Risk The Company relies on a limited number of suppliers, including single or sole source suppliers for certain of its raw materials, packaging, product components and other necessary supplies. Where possible and where it makes business sense, the Company works with secondary or multiple suppliers to qualify additional supply sources. To date, the Company has been able to obtain adequate supplies of these materials which are used in the production of its maintenance products and homecare and cleaning products in a timely manner from existing sources. |
Cash And Cash Equivalents | Cash and Cash Equivalents Cash equivalents are highly liquid investments purchased with an original maturity of three months or less. |
Trade Accounts Receivable And Allowance For Doubtful Accounts | Trade Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance for doubtful accounts based on historical write-off experience and the identification of specific balances deemed uncollectible. Trade accounts receivable are charged against the allowance when the Company believes it is probable that the trade accounts receivable will not be recovered. The Company does not have any off-balance sheet credit exposure related to its customers. Allowance for doubtful accounts related to the Company’s trade accounts receivable were not significant at August 31, 2020 and 2019. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined primarily based on a first-in, first-out method or, for a portion of raw materials inventory, the average cost method. When necessary, the Company adjusts the carrying value of its inventory to the lower of cost or net realizable value, including any costs to sell or dispose of such inventory. Appropriate consideration is given by the Company to obsolescence, excessive inventory levels, product deterioration and other factors when evaluating net realizable value for the purposes of determining the lower of cost or net realizable value. Included in inventories are amounts for certain raw materials and components that the Company has provided to its third-party contract manufacturers but that remain unpaid to the Company as of the balance sheet date. The Company’s contract manufacturers package products to the Company’s specifications and, upon order from the Company, ship ready-to-sell inventory to either the Company’s third-party distribution centers or directly to its customers. The Company transfers certain raw materials and components to these contract manufacturers for use in the manufacturing process. Contract manufacturers are obligated to pay the Company for these raw materials and components upon receipt. Amounts receivable from the contract manufacturers as of the balance sheet date related to transfers of these raw materials and components by the Company to its contract manufacturers are considered product held at third-party contract manufacturers and are included in inventories in the accompanying consolidated balance sheets. |
Property And Equipment | Property and Equipment Property and equipment is stated at cost. Depreciation is computed using the straight-line method based upon estimated useful lives of ten to forty years for buildings and improvements, three to fifteen years for machinery and equipment, three to five years for vehicles, three to ten years for furniture and fixtures, three to seven years for R&D lab equipment and office equipment and three to five years for software and computer equipment. The useful lives of major on-premises information system installations such as implementations of enterprise resource planning (“ERP”) systems are determined on an individual basis. Depreciation expense totaled $ 5.5 million, $ 4.9 million and $ 4.8 million for fiscal years 2020, 2019 and 2018, respectively. These amounts include equipment depreciation expense which is recognized as cost of products sold and totaled $ 1.4 million in fiscal year 2020, and $ 1.1 million for the fiscal years 2019 and 2018, respectively. The Company capitalizes costs related to computer software obtained or developed for internal use. Software obtained for internal use has generally been enterprise-level business and finance software that the Company customizes to meet its specific operational needs. Costs incurred in the application development phase are capitalized and amortized over their useful lives, which are generally three to five years . |
Leases | Leases In fiscal year 2020, the Company adopted Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842 or “ASC 842”). Prior period amounts have not been restated and continue to be reported in accordance with the Company’s historical accounting policies. The Company leases real estate for its regional sales offices, a research and development facility, and offices located at its international subsidiaries and branch locations. In addition, the Company leases a fleet of automobiles. The Company has also identified warehouse leases within certain third-party distribution center service contracts. To determine if a contract contains a lease, the Company assesses its contracts and determines if there is an identified asset for which the Company has obtained the right to control, as defined in ASC 842. Right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of lease payments over the lease term with lease expense recognized over the term of the lease. As the Company’s leases typically do not contain a readily determinable implicit rate, the Company determines the present value of the lease liability using its estimated secured incremental borrowing rate at the lease commencement date based on the lease term and the currency of the lease on a collateralized basis. Lease agreements may contain rent escalation clauses, renewal or termination options, and rent holidays, amongst other features. ROU assets include amounts for scheduled rent increases. The lease term includes the non-cancelable period of the lease and options to extend or terminate the lease when it is reasonably certain the Company will exercise those options, and is reviewed in subsequent periods if a triggering event occurs. The Company has made the accounting policy election to use certain ongoing practical expedients made available by ASC 842 to: (i) not separate lease components from nonlease components for real estate – office buildings, machinery and equipment, lab equipment, office equipment, furniture and fixtures, and IT equipment; and (ii) exclude leases with an initial term of 12 months or less (“short-term” leases) from the consolidated balance sheets and will recognize related lease payments in the consolidated statements of operations on a straight-line basis over the lease term. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of tangible and intangible assets acquired. The carrying value of goodwill is reviewed for possible impairment in accordance with the authoritative guidance on goodwill, intangibles and other. The Company assesses possible impairments to goodwill at least annually during its second fiscal quarter and otherwise when events or changes in circumstances indicate that an impairment condition may exist. In performing the annual impairment test of its goodwill, the Company considers the fair value concepts of a market participant and the highest and best use for its intangible assets. In addition to the annual impairment test, goodwill is evaluated each reporting period to determine whether events and circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. When testing goodwill for impairment, the Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. If, after assessing qualitative factors, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing a quantitative test is unnecessary. Otherwise, a quantitative test is performed to identify the potential impairment and to measure the amount of goodwill impairment, if any. The Company also performs a quantitative assessment periodically, regardless of the results of the qualitative assessments. Any required impairment losses are recorded as a reduction in the carrying amount of the related asset and charged to results of operations. No goodwill impairments were identified by the Company during fiscal years 2020, 2019 or 2018. |
Long-lived Assets | Long-lived Assets The Company’s long-lived assets consist of property and equipment and definite-lived intangible assets. Long-lived assets are depreciated or amortized, as applicable, on a straight-line basis over their estimated useful lives. The Company assesses for potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and/or its remaining useful life may no longer be appropriate. Any required impairment loss would be measured as the amount by which the asset’s carrying amount exceeds its fair value, which is the amount at which the asset could be bought or sold in a current transaction between willing market participants and would be recorded as a reduction in the carrying amount of the related asset and a charge to results of operations. An impairment loss would be recognized when the sum of the expected future undiscounted net cash flows is less than the carrying amount of the asset. No impairments to its long-lived assets were identified by the Company during fiscal years 2020, 2019 or 2018. |
Fair Value Of Financial Instruments | Fair Value of Financial Instruments 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 August 31, 2020, 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, based on Level 2 inputs, primarily due to their short-term maturities. In addition, the carrying value of borrowings held under the Company’s revolving credit facility approximates fair value, based on Level 2 inputs, due to the variable nature of underlying interest rates, which generally reflect market conditions . The Company’s fixed rate long-term borrowings consist of senior notes and are recorded at carrying value. The Company estimates that the fair value of its senior notes, based on Level 2 inputs, was approximately $ 20.9 million as of August 31, 2020, which was determined based on a discounted cash flow analysis using current market interest rates for instruments with similar terms, compared to its carrying value of $ 18.0 million. During the fiscal years ended August 31, 2020, 2019 and 2018, the Company did no t record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition. |
Concentration Of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents and trade accounts receivable. The Company’s policy is to place its cash in high credit quality financial institutions, in investments that include demand deposits, term deposits and callable time deposits. The Company’s trade accounts receivable are derived from customers located in North America, South America, Asia-Pacific, Europe, the Middle East, Africa and India. The Company limits its credit exposure from trade accounts receivable by performing on-going credit evaluations of customers, as well as insuring its trade accounts receivable in selected markets. |
Insurance Coverage | Insurance Coverage The Company carries insurance policies to cover insurable risks such as property damage, business interruption, product liability, workers’ compensation and other risks, with coverage and other terms that it believes to be adequate and appropriate. These policies may be subject to applicable deductible or retention amounts, coverage limitations and exclusions. The Company does not maintain self-insurance with respect to its material risks; therefore, the Company has no t provided for self-insurance reserves as of August 31, 2020 and 2019. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue related to the sale of products when it satisfies a performance obligation in an amount reflecting the consideration to which it expects to be entitled. Sales are recorded net of allowances for damaged goods and other sales returns, sales incentives, trade promotions and cash discounts. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized which includes the following: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment related to variable consideration to determine the net consideration to which the Company expects to be entitled. The Company records estimates of variable consideration, which primarily includes rebates/other discounts (cooperative marketing programs, volume-based discounts, shelf price reductions and allowances for shelf space, charges from customers for services they provided to us related to the sale and penalties/fines charged to us by customers associated with failing to adhere to contractual obligations), coupon offers, cash discount allowances, and sales returns, as a reduction of sales in its consolidated statements of operations. These estimates are based on the expected value method considering all reasonably available information, including current and past trade promotion spending patterns, status of trade promotion activities, the interpretation of historical spending trends by customer and category, customer agreements and/or currently known factors that arise in the normal course of business. The Company reviews its assumptions and adjusts these estimates accordingly on a quarterly basis. |
Cost Of Products Sold | Cost of Products Sold Cost of products sold primarily includes the cost of products manufactured on the Company’s behalf by its third-party contract manufacturers, net of volume and other rebates. Cost of products sold also includes the costs to manufacture WD-40 concentrate, which is done at the Company’s own facilities or at third-party contract manufacturers. When the concentrate is manufactured by the Company, cost of products sold includes direct labor, direct materials and supplies; in-bound freight costs related to purchased raw materials and finished product; and depreciation of machinery and equipment used in the manufacturing process. In addition, cost of products sold includes fees charged to the Company by its third-party distribution centers to warehouse and administer finished products once they are received from the Company’s third-party contract manufacturers. |
Selling, General And Administrative Expenses | Selling, General and Administrative Expenses Selling, general and administrative expenses include costs related to selling the Company’s products, such as the cost of the sales force and related sales and broker commissions; shipping and handling costs paid to third-party companies to distribute finished goods from the Company’s third-party contract manufacturers and distribution centers to its customers; other general and administrative costs related to the Company’s business such as general overhead, legal and accounting fees, insurance, and depreciation; and other employee-related costs to support marketing, human resources, finance, supply chain, information technology and research and development activities. |
Shipping And Handling Costs | Shipping and Handling Costs Shipping and handling costs associated with in-bound freight and movement of product from third-party contract manufacturers to the Company’s third-party distribution centers are capitalized in the cost of inventory and subsequently included in cost of sales when recognized in the statement of operations. Shipping and handling costs associated with out-bound transportation are included in selling, general and administrative expenses and are recorded at the time of shipment of product to the Company’s customers. Out-bound shipping and handling costs were $ 12.9 million, $ 16.3 million and $ 17.7 million for fiscal years 2020, 2019 and 2018, respectively. |
Advertising And Sales Promotion Expenses | Advertising and Sales Promotion Expenses Advertising and sales promotion expenses are expensed as incurred. Advertising and sales promotion expenses include costs associated with promotional activities that the Company pays to third parties, which include costs for advertising (television, print media and internet), administration of coupon programs, consumer promotions, product demonstrations, public relations, agency costs, package design expenses and market research costs. Advertising and sales promotion expenses also include product samples which are given to customers and are initiated by the Company and costs associated with shared marketing fund programs that the Company has in place with its marketing distributor customers. Total advertising and sales promotion expenses were $ 21.6 million, $ 23.3 million and $ 22.3 million for fiscal years 2020, 2019 and 2018, respectively. |
Research And Development | Research and Development The Company is involved in research and development efforts that include the ongoing development or innovation of new products and the improvement, extension or renovation of existing products or product lines. All research and development costs are expensed as incurred and are included in selling, general and administrative expenses. Research and development expenses were $ 6.0 million, $ 6.5 million and $ 7.0 million in fiscal years 2020, 2019 and 2018, respectively. These expenses include costs associated with general research and development activities, as well as those associated with internal staff, overhead, design testing, market research and consultants. |
Income Taxes | Income Taxes Current income tax expense is the amount of income taxes expected to be payable for the current year. A deferred income tax liability or asset is established for the expected future tax consequences resulting from the differences in financial reporting and tax basis of assets and liabilities. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. In addition to valuation allowances, the Company provides for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement standards prescribed by the authoritative guidance on income taxes. Amounts for uncertain tax positions are adjusted in periods when new information becomes available or when positions are effectively settled. The Company recognizes accrued interest and penalties related to uncertain tax positions as a component of income tax expense. The Company is required to make assertions on whether its foreign subsidiaries will invest their undistributed earnings indefinitely and these assertions are based on the capital needs of the foreign subsidiaries. Generally, unremitted earnings of the Company’s foreign subsidiaries are not considered to be indefinitely reinvested. However, there are exceptions regarding the Company’s newly formed subsidiary in Mexico as well as specific statutory remittance restrictions imposed on the Company’s China subsidiary. Costs associated with repatriating unremitted foreign earnings, including U.S. state income taxes and foreign withholding taxes, are immaterial to the Company’s consolidated financial statements. For additional information on income tax matters, see Part IV—Item 15, “Exhibits, Financial Statement Schedules” Note 14 — Income Taxes, included in this report. |
Foreign Currency | Foreign Currency The Company translates the assets and liabilities of its foreign subsidiaries into U.S. Dollars at current rates of exchange in effect at the end of the reporting period. Income and expense items are translated at rates that approximate the rates in effect at the transaction date. Gains and losses from translation are included in accumulated other comprehensive income or loss. Gains or losses resulting from foreign currency transactions (transactions denominated in a currency other than the entity’s functional currency) are included as other income in the Company’s consolidated statements of operations. The Company had $ 0.4 million, $ 0.6 million and $ 0.1 million of net gains in foreign currency transactions in fiscal years 2020, 2019 and 2018, respectively. 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 to net asset balances held in non-functional currencies. 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 in other income (expense), net in the Company’s consolidated statements of operations. Cash flows from settlements of foreign currency forward contracts are included in operating activities in the 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 consolidated balance sheets. At August 31, 2020, the Company had a notional amount of $ 12.8 million outstanding in foreign currency forward contracts, which matured in September 2020 . Unrealized net gains and losses related to foreign currency forward contracts were no t significant at August 31, 2020 or 2019. Realized net losses related to foreign currency forward contracts were no t significant for the fiscal years ended August 31, 2020 and 2019, respectively. Both unrealized and realized net gains and losses are recorded in other income on the Company’s consolidated statements of operations. |
Earnings Per Common Share | Earnings per Common Share Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities that are required to be included in the computation of earnings per common share pursuant to the two-class method. Accordingly, the Company’s outstanding unvested, if any, and outstanding vested stock-based equity awards that provide such nonforfeitable rights to dividend equivalents are included as participating securities in the calculation of earnings per common share (“EPS”) pursuant to the two-class method. The Company calculates EPS using the two-class method, which provides for an allocation of net income between common stock and other participating securities based on their respective participation rights to share in dividends. Basic EPS is calculated by dividing net income available to common shareholders for the period by the weighted-average number of common shares outstanding during the period. Net income available to common shareholders for the period includes dividends paid to common shareholders during the period plus a proportionate share of undistributed net income allocable to common shareholders for the period; the proportionate share of undistributed net income allocable to common shareholders for the period is based on the proportionate share of total weighted-average common shares and participating securities outstanding during the period. Diluted EPS is calculated by dividing net income available to common shareholders for the period by the weighted-average number of common shares outstanding during the period increased by the weighted-average number of potentially dilutive common shares (dilutive securities) that were outstanding during the period if the effect is dilutive. Dilutive securities are comprised of various types of stock-based equity awards granted under the Company’s prior and current equity incentive plans. |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based equity awards exchanged for employee and non-employee director services in accordance with the authoritative guidance for share-based payments. Stock-based equity awards are measured at the grant date, based on the estimated fair value of the award, and are recognized as stock-based compensation expense on a straight-line basis over the requisite service period of the entire award, net of the impacts of award forfeitures as they occur. The requisite service period is generally the maximum vesting period of the award. Compensation expense related to the Company’s stock-based equity awards is recorded as selling, general and administrative expenses in the Company’s consolidated statements of operations. The Company does not currently grant stock options and the last outstanding stock options were settled in the first quarter of fiscal year 2018. The fair values of restricted stock unit awards and deferred performance unit awards are based on the fair value of the Company’s common stock on the date that such awards are granted. The fair value of market share unit awards is determined using a Monte Carlo simulation model. For the deferred performance unit awards, the Company adjusts the compensation expense over the service period based upon the expected achievement level of the applicable performance condition. As the grant date fair value of market share unit awards reflects the probabilities of the actual number of such awards expected to vest, compensation expense for such awards is not adjusted based on the expected achievement level of the applicable performance condition. The Company records any excess tax benefits or deficiencies from settlements of its stock-based equity awards within the provision for income taxes on the Company’s consolidated statements of operations in the reporting periods in which the settlement of the equity awards occur. |
Segment Information | Segment Information The Company discloses certain information about its business segments, which are determined consistent with the way the Company’s Chief Operating Decision Maker organizes and evaluates financial information internally for making operating decisions and assessing performance. In addition, the Chief Operating Decision Maker assesses and measures revenue based on product groups. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “ Leases ” under ASC 842, which supersedes lease accounting and disclosure requirements in ASC 840. The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for leases with fixed payment obligations and terms longer than twelve months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. The Company adopted this new guidance on September 1, 2019 following the optional transition method described in ASU No. 2018-11, “ Leases – Targeted Improvements ” which was issued in July 2018, rather than the original modified retrospective approach that required entities to apply the guidance at the beginning of the earliest period presented in the financial statements. Under the optional transition method, entities shall recognize the cumulative effect of initially applying the guidance as an adjustment to the opening balance of retained earnings on September 1, 2019. Therefore, the requirements of this guidance only apply for periods presented after the date of adoption and does not affect comparative periods. Upon adoption, the Company elected practical expedients to: (i) not separate lease components from nonlease components for real estate – office buildings, machinery and equipment, lab equipment, office equipment, furniture and fixtures, and IT equipment; and (ii) exclude leases with an initial term of 12 months or less from the consolidated balance sheets and will recognize related lease payments in the condensed consolidated statements of operations on a straight-line basis over the lease term. The Company did not elect the hindsight practical expedient and also did not elect the package of practical expedients that would allow the Company to retain its conclusions under prior guidance for lease classification and initial direct costs for leases that commenced before the September 1, 2019 implementation date. During the implementation of this new standard, management was focused principally on, but not limited to, developing a complete inventory of the Company’s lease contracts and the terms and conditions contained within these contracts to appropriately account for them under the new lease model. Additionally, the Company has implemented updates to its accounting policies, business processes, systems and internal controls in support of adopting this new standard. Upon adoption on September 1, 2019, the Company recorded operating lease assets of $ 9.0 million and lease liabilities of $ 9.2 million in the Company’s consolidated balance sheets. The standard did not have a material impact on the consolidated statements of operations or cash flows. Upon adoption, the cumulative effect of initially applying the guidance was insignificant and therefore no adjustment to the opening balance of retained earnings was made on September 1, 2019. See Note 6 – Leases for additional information and incremental disclosures related to the adoption of this standard. In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform ” under ASC 848, intended to provide temporary optional expedients and exceptions to U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This guidance was effective beginning on March 12, 2020, and the Company may apply the amendments prospectively to contract modifications made or relationships entered into or evaluated through December 31, 2022. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements in the current period, but we will continue to evaluate the impacts of this guidance on future contract modifications. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In December 2019, the FASB issued ASU No. 2019-12, “ Simplifying the Accounting for Income Taxes ” under ASC 740, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. This guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within that fiscal year. Early adoption is permitted. The Company is in the process of evaluating the impacts of this guidance on its consolidated financial statements and related disclosures . |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Aug. 31, 2020 | |
Inventories [Abstract] | |
Schedule Of Inventories | August 31, August 31, 2020 2019 Product held at third-party contract manufacturers $ 4,393 $ 3,175 Raw materials and components 5,034 4,367 Work-in-process 385 257 Finished goods 31,452 32,883 Total $ 41,264 $ 40,682 |
Property And Equipment (Tables)
Property And Equipment (Tables) | 12 Months Ended |
Aug. 31, 2020 | |
Property And Equipment [Abstract] | |
Schedule Of Property And Equipment, Net | August 31, August 31, 2020 2019 Machinery, equipment and vehicles $ 20,434 $ 19,356 Buildings and improvements 28,271 17,391 Computer and office equipment 5,420 5,328 Software 9,959 10,189 Furniture and fixtures 2,641 2,039 Capital in progress 21,939 16,747 Land 4,374 3,444 Subtotal 93,038 74,494 Less: accumulated depreciation and amortization ( 32,279 ) ( 29,418 ) Total $ 60,759 $ 45,076 |
Goodwill And Other Intangible_2
Goodwill And Other Intangible Assets (Tables) | 12 Months Ended |
Aug. 31, 2020 | |
Goodwill And Other Intangible Assets [Abstract] | |
Summary Of Changes In Carrying Amounts Of Goodwill | Americas EMEA Asia-Pacific Total Balance as of August 31, 2018 $ 85,449 8,962 1,210 95,621 Translation adjustments ( 29 ) ( 245 ) - ( 274 ) Balance as of August 31, 2019 85,420 8,717 1,210 95,347 Translation adjustments 41 343 - 384 Balance as of August 31, 2020 $ 85,461 $ 9,060 $ 1,210 $ 95,731 |
Summary Of Definite-Lived Intangible Assets | August 31, August 31, 2020 2019 Gross carrying amount $ 36,363 $ 35,531 Accumulated amortization ( 27,730 ) ( 24,879 ) Net carrying amount $ 8,633 $ 10,652 |
Summary Of Changes In Carrying Amounts Of Definite-Lived Intangible Assets By Segment | Americas EMEA Asia-Pacific Total Balance as of August 31, 2018 $ 10,644 2,869 - $ 13,513 Amortization expense ( 2,243 ) ( 463 ) - ( 2,706 ) Translation adjustments - ( 155 ) - ( 155 ) Balance as of August 31, 2019 8,401 2,251 - 10,652 Amortization expense ( 1,848 ) ( 363 ) - ( 2,211 ) Translation adjustments - 192 - 192 Balance as of August 31, 2020 $ 6,553 $ 2,080 $ - $ 8,633 |
Schedule Of Future Estimated Amortization Expense | Trade Names Customer-Based Fiscal year 2021 $ 1,271 $ 170 Fiscal year 2022 1,271 170 Fiscal year 2023 1,025 - Fiscal year 2024 1,019 - Fiscal year 2025 941 - Thereafter 2,766 - Total $ 8,293 $ 340 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Aug. 31, 2020 | |
Leases [Abstract] | |
Right-Of-Use Assets And Lease Liabilities | August 31, 2020 Assets: Operating lease right-of-use assets $ 8,168 Liabilities: Current operating lease liabilities (1) 1,840 Long-term operating lease liabilities 6,520 Total operating lease liabilities $ 8,360 (1) Current operating lease liabilities are classified in accrued liabilities on the Company’s condensed consolidated balance sheet. |
Future Minimum Rental Payments | Operating Leases Fiscal year 2021 2,073 Fiscal year 2022 1,610 Fiscal year 2023 1,257 Fiscal year 2024 1,151 Fiscal year 2025 890 Thereafter 2,421 Total undiscounted future cash flows $ 9,402 Less: Interest ( 1,042 ) Present value of lease liabilities $ 8,360 |
Schedule Of Future Minimum Payments For Non-Cancelable Operating Leases | Operating Leases Fiscal year 2020 $ 1,988 Fiscal year 2021 1,470 Fiscal year 2022 827 Fiscal year 2023 348 Fiscal year 2024 975 Thereafter 932 Total undiscounted future cash flows $ 6,540 |
Accrued And Other Liabilities (
Accrued And Other Liabilities (Tables) | 12 Months Ended |
Aug. 31, 2020 | |
Accrued And Other Liabilities [Abstract] | |
Schedule Of Accrued Liabilities | August 31, August 31, 2020 2019 Accrued advertising and sales promotion expenses $ 10,787 $ 10,438 Accrued professional services fees 1,761 1,744 Accrued sales taxes and other taxes 1,751 1,418 Short-term operating lease liability 1,840 - Other (1) 5,521 4,913 Total $ 21,660 $ 18,513 (1) At August 31, 2019, other accrued liabilities on the balance sheet included £ 1.4 million Pound Sterling ($ 1.7 million in U.S. Dollars as converted at exchange rates as of August 31, 2019) associated with capital costs related to buildout costs of the Company’s new office building in Milton Keynes, England. This new office building houses employees of the Company’s EMEA segment that are based in the United Kingdom. |
Schedule Of Accrued Payroll And Related Expenses | August 31, August 31, 2020 2019 Accrued incentive compensation $ 5,702 $ 7,259 Accrued payroll 4,396 3,454 Accrued profit sharing 2,726 2,503 Accrued payroll taxes 1,446 1,566 Other 497 519 Total $ 14,767 $ 15,301 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Aug. 31, 2020 | |
Debt [Abstract] | |
Schedule Of Short-term And Long-term Borrowings | August 31, August 31, 2020 2019 Short-term borrowings: Revolving credit facility, short-term $ - $ 20,000 Revolving credit facility, autoborrow feature - 405 Series A Notes, current portion of long-term debt 800 800 Total short-term borrowings 800 21,205 Long-term borrowings: Revolving credit facility 95,898 42,221 Series A Notes 17,200 18,000 Total long-term borrowings 113,098 60,221 Total $ 113,898 $ 81,426 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 12 Months Ended |
Aug. 31, 2020 | |
Earnings Per Common Share [Abstract] | |
Schedule Of Reconciliation Of Net Income To Net Income Available To Common Shareholders | Fiscal Year Ended August 31, 2020 2019 2018 Net income $ 60,710 $ 55,908 $ 65,215 Less: Net income allocated to participating securities ( 294 ) ( 333 ) ( 423 ) Net income available to common shareholders $ 60,416 $ 55,575 $ 64,792 |
Schedule Of Weighted Average Number Of Shares | Fiscal Year Ended August 31, 2020 2019 2018 Weighted-average common shares outstanding, basic 13,691 13,799 13,929 Weighted-average dilutive securities 28 31 33 Weighted-average common shares outstanding, diluted 13,719 13,830 13,962 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2020 | |
Income Taxes [Abstract] | |
Schedule Of Income Before Income Tax, Domestic And Foreign | Fiscal Year Ended August 31, 2020 2019 2018 United States $ 43,000 $ 47,962 $ 42,634 Foreign (1) 32,515 32,808 32,544 Income before income taxes $ 75,515 $ 80,770 $ 75,178 (1) Included in these amounts are income before income taxes for the EMEA segment of $ 27.0 million, $ 26.6 million and $ 27.4 million for the fiscal years ended August 31, 2020, 2019 and 2018, respectively. |
Schedule Of Components Of Income Tax Expense (Benefit) | Fiscal Year Ended August 31, 2020 2019 2018 Current: Federal $ 7,267 $ 15,591 $ 10,100 State 822 800 651 Foreign 7,139 7,679 6,750 Total current 15,228 24,070 17,501 Deferred: United States ( 619 ) 843 ( 7,496 ) Foreign 196 ( 51 ) ( 42 ) Total deferred ( 423 ) 792 ( 7,538 ) Provision for income taxes $ 14,805 $ 24,862 $ 9,963 |
Schedule Of Deferred Tax Assets And Liabilities | August 31, August 31, 2020 2019 Deferred tax assets: Accrued payroll and related expenses $ 891 $ 794 Accounts receivable 267 325 Reserves and accruals 1,079 1,145 Stock-based compensation expense 2,162 1,990 Lease Accounting 828 - Uniform capitalization 954 1,084 Tax credit carryforwards 3,374 2,827 Other 1,170 1,034 Total gross deferred tax assets 10,725 9,199 Valuation allowance ( 3,442 ) ( 2,827 ) Total net deferred tax assets 7,283 6,372 Deferred tax liabilities: Property and equipment, net ( 1,515 ) ( 1,609 ) Amortization of tax goodwill and intangible assets ( 15,205 ) ( 15,373 ) Lease Accounting ( 808 ) - Other ( 582 ) ( 675 ) Total deferred tax liabilities ( 18,110 ) ( 17,657 ) Net deferred tax liabilities $ ( 10,827 ) $ ( 11,285 ) |
Schedule Of Effective Income Tax Rate Reconciliation | Fiscal Year Ended August 31, 2020 2019 2018 Amount computed at U.S. statutory federal tax rate $ 15,858 $ 16,962 $ 19,298 State income taxes, net of federal tax benefits 853 963 453 Effect of foreign operations 297 318 ( 1,412 ) Benefit from qualified domestic production deduction - - ( 1,121 ) Net benefit from GILTI/FDII ( 1,582 ) ( 1,404 ) - Tax Cuts and Jobs Act: Remeasurement of deferred income taxes - - ( 6,762 ) Toll tax, net of foreign tax credits - 8,665 ( 282 ) Benefit from stock compensation ( 1,129 ) ( 1,107 ) ( 725 ) Other 508 465 514 Provision for income taxes $ 14,805 $ 24,862 $ 9,963 |
Schedule Of Unrecognized Tax Benefits Roll Forward | Fiscal Year Ended August 31, 2020 2019 Unrecognized tax benefits - beginning of fiscal year $ 9,384 $ 1,038 Net increases (decreases) - prior period tax positions - 8,301 Net increases - current period tax positions 230 210 Expirations of statute of limitations for assessment ( 262 ) ( 165 ) Settlements - - Unrecognized tax benefits - end of fiscal year $ 9,352 $ 9,384 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Aug. 31, 2020 | |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule Of Restricted Stock Units Activity | Weighted-Average Grant Date Number of Fair Value Aggregate Restricted Stock Units Shares Per Share Intrinsic Value Outstanding at August 31, 2019 96,920 $ 86.01 Granted 18,438 $ 184.43 Converted to common shares ( 29,055 ) $ 88.24 Forfeited ( 149 ) $ 156.83 Outstanding at August 31, 2020 86,154 $ 106.20 $ 17,608 Vested at August 31, 2020 60,689 $ 83.15 $ 12,404 |
Market Share Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule Of Valuation Assumptions | Fiscal Year Ended August 31, 2020 2019 2018 Expected volatility 21.4 % 19.6 % 20.4 % Risk-free interest rate 1.4 % 3.0 % 1.6 % Expected dividend yield 0.0 % 0.0 % 0.0 % |
Schedule Of Market Share Units Activity | Weighted-Average Grant Date Number of Fair Value Aggregate Market Share Units Shares Per Share Intrinsic Value Outstanding at August 31, 2019 39,524 $ 121.03 Granted 13,452 $ 216.77 Performance factor adjustments 10,561 $ 96.10 Converted to common shares ( 24,171 ) $ 93.69 Forfeited ( 248 ) $ 118.47 Outstanding at August 31, 2020 (1) 39,118 $ 164.14 $ 7,995 (1) This figure represents the total number of shares underlying MSU grants assuming achievement of the target number of shares at 100 %. As the ultimate number of shares that vest could be as high as 200 % of the target, the Company may be required to issue additional shares to satisfy outstanding MSU award grants. |
Deferred Performance Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule Of Deferred Performance Share Units | Weighted-Average Grant Date Number of Fair Value Aggregate Deferred Performance Units Shares Per Share Intrinsic Value Outstanding at August 31, 2019 23,530 $ 148.70 Granted 18,955 $ 183.62 Performance factor adjustments ( 19,357 ) $ 160.37 Converted to common shares - $ - Forfeited ( 214 ) $ 183.62 Outstanding at August 31, 2020 22,914 $ 167.40 $ 4,683 Vested at August 31, 2020 4,173 $ 94.54 $ 853 |
Business Segments And Foreign_2
Business Segments And Foreign Operations (Tables) | 12 Months Ended |
Aug. 31, 2020 | |
Business Segments And Foreign Operations [Abstract] | |
Summarized Information By Reportable Segments | Unallocated Americas EMEA Asia-Pacific Corporate (1) Total Fiscal Year Ended August 31, 2020 Net sales $ 200,493 $ 156,241 $ 51,764 $ - $ 408,498 Income from operations $ 51,089 $ 37,620 $ 14,982 $ ( 26,471 ) $ 77,220 Depreciation and amortization expense $ 4,361 $ 2,855 $ 307 $ 178 $ 7,701 Interest income $ 15 $ 2 $ 76 $ - $ 93 Interest expense $ 1,867 $ 567 $ 5 $ - $ 2,439 Fiscal Year Ended August 31, 2019 Net sales $ 193,972 $ 160,615 $ 68,763 $ - $ 423,350 Income from operations $ 50,069 $ 37,246 $ 20,813 $ ( 25,746 ) $ 82,382 Depreciation and amortization expense $ 4,532 $ 2,538 $ 282 $ 241 $ 7,593 Interest income $ 29 $ 23 $ 103 $ - $ 155 Interest expense $ 2,156 $ 379 $ 6 $ - $ 2,541 Fiscal Year Ended August 31, 2018 Net sales $ 192,878 $ 150,878 $ 64,762 $ - $ 408,518 Income from operations $ 48,954 $ 36,241 $ 19,098 $ ( 25,689 ) $ 78,604 Depreciation and amortization expense $ 4,142 $ 2,561 $ 313 $ 784 $ 7,800 Interest income $ 13 $ 320 $ 121 $ - $ 454 Interest expense $ 4,209 $ - $ 10 $ - $ 4,219 (1) Unallocated corporate expenses are general corporate overhead expenses not directly attributable to any one of the business 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 consolidated statements of operations. |
Schedule Of Net Sales By Product Group | Fiscal Year Ended August 31, 2020 2019 2018 Maintenance products $ 369,444 $ 386,644 $ 372,391 Homecare and cleaning products 39,054 36,706 36,127 Total $ 408,498 $ 423,350 $ 408,518 |
Net Sales And Long-Lived Assets By Geographical Area | Fiscal Year Ended August 31, 2020 2019 2018 Net Sales by Geography: United States $ 164,446 $ 157,904 $ 154,986 International 244,052 265,446 253,532 Total $ 408,498 $ 423,350 $ 408,518 Long-lived Assets by Geography (1) : United States $ 41,206 $ 24,535 $ 21,986 International 19,553 20,541 14,371 Total $ 60,759 $ 45,076 $ 36,357 (1) Includes tangible assets and property and equipment, net, attributed to the geographic location in which such assets are located. |
Subsequent Events (Table)
Subsequent Events (Table) | 12 Months Ended |
Aug. 31, 2020 | |
Subsequent Events [Abstract] | |
Applicable Rate | Pricing Tier Consolidated Leverage Ratio Commitment Fee Libor Rate Loans Letter of Credit Fee Prime Rate Loans 1 < 2.00 to 1.0 0.15 % 1.00 % 1.00 % 0.00 % 2 < 3.00 to 1.0 but ≥ 2.00 to 1.0 0.15 % 1.25 % 1.25 % 0.25 % 3 ≥ 3.00 to 1.0 0.15 % 1.50 % 1.50 % 0.50 % |
Basis Of Presentation And Sum_3
Basis Of Presentation And Summary Of Significant Accounting Policies (Property And Equipment) (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Property Plant And Equipment [Line Items] | |||
Depreciation | $ 5.5 | $ 4.9 | $ 4.8 |
Cost of goods sold, depreciation | $ 1.4 | $ 1.1 | $ 1.1 |
Minimum [Member] | |||
Property Plant And Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Minimum [Member] | Buildings And Improvements [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, useful life | 10 years | ||
Minimum [Member] | Machinery And Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, useful life | 3 years | ||
Minimum [Member] | Vehicles [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, useful life | 3 years | ||
Minimum [Member] | Furniture And Fixtures [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, useful life | 3 years | ||
Minimum [Member] | Software and Computer Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, useful life | 3 years | ||
Maximum [Member] | |||
Property Plant And Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Maximum [Member] | Buildings And Improvements [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, useful life | 40 years | ||
Maximum [Member] | Machinery And Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, useful life | 15 years | ||
Maximum [Member] | Vehicles [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Maximum [Member] | Furniture And Fixtures [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, useful life | 10 years | ||
Maximum [Member] | Software and Computer Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, useful life | 5 years |
Basis Of Presentation And Sum_4
Basis Of Presentation And Summary Of Significant Accounting Policies (Goodwill) (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |||
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Basis Of Presentation And Sum_5
Basis Of Presentation And Summary Of Significant Accounting Policies (Long-lived Assets) (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Basis Of Presentation And Sum_6
Basis Of Presentation And Summary Of Significant Accounting Policies (Fair Value Of Financial Instruments) (Narrative) (Details) - USD ($) | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Carrying value of senior notes | $ 113,098,000 | $ 60,221,000 | |
Level 2 [Member] | Recurring [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | ||
Liabilities | 0 | ||
Level 2 [Member] | Nonrecurring [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | $ 0 |
Liabilities | 0 | $ 0 | $ 0 |
Level 2 [Member] | Senior Notes [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value of senior notes | 20,900,000 | ||
Carrying value of senior notes | $ 18,000,000 |
Basis Of Presentation And Sum_7
Basis Of Presentation And Summary Of Significant Accounting Policies (Insurance Coverage) (Narrative) (Details) - USD ($) | Aug. 31, 2020 | Aug. 31, 2019 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | ||
Self-insurance reserves | $ 0 | $ 0 |
Basis Of Presentation And Sum_8
Basis Of Presentation And Summary Of Significant Accounting Policies (Shipping And Handling Costs) (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |||
Shipping and handling costs | $ 12.9 | $ 16.3 | $ 17.7 |
Basis Of Presentation And Sum_9
Basis Of Presentation And Summary Of Significant Accounting Policies (Advertising and Sales Promotion Expenses) (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |||
Advertising and sales promotion | $ 21,606 | $ 23,306 | $ 22,314 |
Basis Of Presentation And Su_10
Basis Of Presentation And Summary Of Significant Accounting Policies (Research And Development) (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |||
Research and development expense | $ 6 | $ 6.5 | $ 7 |
Basis Of Presentation And Su_11
Basis Of Presentation And Summary Of Significant Accounting Policies (Foreign Currency) (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Foreign Currency Transactions [Line Items] | |||
Foreign currency transactions gain (loss), before tax | $ 400,000 | $ 600,000 | $ 100,000 |
Unrealized foreign currency transactions | (265,000) | (651,000) | $ 302,000 |
Foreign Currency Forward Contracts [Member] | |||
Foreign Currency Transactions [Line Items] | |||
Foreign currency forward contracts outstanding | 12,800,000 | ||
Realized net losses | $ 0 | 0 | |
Foreign currency forward contracts, Maturity date | Sep. 1, 2020 | ||
Unrealized foreign currency transactions | $ 0 | $ 0 |
Basis Of Presentation And Su_12
Basis Of Presentation And Summary Of Significant Accounting Policies (Recently Adopted Accounting Standards) (Narrative) (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Sep. 01, 2019 | Aug. 31, 2019 | Aug. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect of change in accounting principle | $ (323) | $ 61 | ||
Assets | $ 362,637 | 302,662 | ||
Liabilities | $ 202,324 | $ 157,187 | ||
Accounting Standards Update 2018-11 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Assets | $ 9,000 | |||
Liabilities | $ 9,200 |
Inventories (Schedule Of Invent
Inventories (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Aug. 31, 2019 |
Inventories [Abstract] | ||
Product held at third-party contract manufacturers | $ 4,393 | $ 3,175 |
Raw materials and components | 5,034 | 4,367 |
Work-in-process | 385 | 257 |
Finished goods | 31,452 | 32,883 |
Total | $ 41,264 | $ 40,682 |
Property And Equipment (Narrati
Property And Equipment (Narrative) (Details) - Aug. 31, 2019 £ in Millions, $ in Millions | GBP (£) | USD ($) |
Property And Equipment [Abstract] | ||
Capital costs | £ 9 | $ 10.9 |
Property And Equipment (Schedul
Property And Equipment (Schedule Of Property And Equipment, Net) (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||||
Subtotal | $ 93,038 | $ 74,494 | ||
Less: accumulated depreciation and amortization | (32,279) | (29,418) | ||
Total | [1] | 60,759 | 45,076 | $ 36,357 |
Machinery, Equipment And Vehicles [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Subtotal | 20,434 | 19,356 | ||
Buildings And Improvements [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Subtotal | 28,271 | 17,391 | ||
Computer And Office Equipment [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Subtotal | 5,420 | 5,328 | ||
Software [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Subtotal | 9,959 | 10,189 | ||
Furniture And Fixtures [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Subtotal | 2,641 | 2,039 | ||
Capital In Progress [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Subtotal | 21,939 | 16,747 | ||
Land [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Subtotal | $ 4,374 | $ 3,444 | ||
[1] | Includes tangible assets and property and equipment, net, attributed to the geographic location in which such assets are located. |
Goodwill And Other Intangible_3
Goodwill And Other Intangible Assets (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Finite Lived Intangible Assets [Line Items] | |||
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Impairment charges | $ 0 | $ 0 | $ 0 |
Measurement Input, Discount Rate [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Goodwill measurement input | 7.00% | ||
Measurement Input, Long-term Revenue Growth Rate [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Goodwill measurement input | 2.00% |
Goodwill And Other Intangible_4
Goodwill And Other Intangible Assets (Summary Of Changes In Carrying Amounts Of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Goodwill [Line Items] | ||
Balance, beginning | $ 95,347 | $ 95,621 |
Translation adjustments | 384 | (274) |
Balance, ending | 95,731 | 95,347 |
Americas [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning | 85,420 | 85,449 |
Translation adjustments | 41 | (29) |
Balance, ending | 85,461 | 85,420 |
EMEA [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning | 8,717 | 8,962 |
Translation adjustments | 343 | (245) |
Balance, ending | 9,060 | 8,717 |
Asia-Pacific [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning | 1,210 | 1,210 |
Translation adjustments | ||
Balance, ending | $ 1,210 | $ 1,210 |
Goodwill And Other Intangible_5
Goodwill And Other Intangible Assets (Summary Of Definite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 |
Goodwill And Other Intangible Assets [Abstract] | |||
Gross carrying amount | $ 36,363 | $ 35,531 | |
Accumulated amortization | (27,730) | (24,879) | |
Net carrying amount | $ 8,633 | $ 10,652 | $ 13,513 |
Goodwill And Other Intangible_6
Goodwill And Other Intangible Assets (Summary Of Changes In Carrying Amounts Of Definite-Lived Intangible Assets By Segment) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | $ 10,652 | $ 13,513 | |
Amortization expense | (2,211) | (2,706) | $ (2,951) |
Translation adjustments | 192 | (155) | |
Ending balance | 8,633 | 10,652 | 13,513 |
Americas [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | 8,401 | 10,644 | |
Amortization expense | (1,848) | (2,243) | |
Translation adjustments | |||
Ending balance | 6,553 | 8,401 | 10,644 |
EMEA [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | 2,251 | 2,869 | |
Amortization expense | (363) | (463) | |
Translation adjustments | 192 | (155) | |
Ending balance | 2,080 | 2,251 | 2,869 |
Asia-Pacific [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | |||
Amortization expense | |||
Translation adjustments | |||
Ending balance |
Goodwill And Other Intangible_7
Goodwill And Other Intangible Assets (Schedule Of Future Estimated Amortization Expense) (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | |||
Net carrying amount | $ 8,633 | $ 10,652 | $ 13,513 |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Fiscal year 2021 | 1,271 | ||
Fiscal year 2022 | 1,271 | ||
Fiscal year 2023 | 1,025 | ||
Fiscal year 2024 | 1,019 | ||
Fiscal year 2025 | 941 | ||
Thereafter | 2,766 | ||
Net carrying amount | 8,293 | ||
Customer-Based [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Fiscal year 2021 | 170 | ||
Fiscal year 2022 | 170 | ||
Net carrying amount | $ 340 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | 12 Months Ended | ||
Aug. 31, 2020USD ($)item | Sep. 01, 2019USD ($) | Aug. 31, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Short term lease | $ 0 | ||
Operating lease right-of-use assets | 8,168,000 | ||
Lease expense | 2,000,000 | ||
Lease payments | $ 1,900,000 | ||
Weighted-average lease term | 6 years 9 months 18 days | ||
Weighted-average discount rate | 3.10% | ||
Number of leases not yet commenced | item | 0 | ||
Assets | $ 362,637,000 | $ 302,662,000 | |
Liabilities | 202,324,000 | $ 157,187,000 | |
Accounting Standards Update 2016-02 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 0 | ||
Accounting Standards Update 2018-11 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Assets | $ 9,000,000 | ||
Liabilities | $ 9,200,000 |
Leases (Right-Of-Use Assets And
Leases (Right-Of-Use Assets And Lease Liabilities) (Details) $ in Thousands | Aug. 31, 2020USD ($) | |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 8,168 | |
Current operating lease liabilities | 1,840 | [1] |
Long-term operating lease liabilities | 6,520 | |
Total operating lease liabilities | $ 8,360 | |
[1] | Current operating lease liabilities are classified in accrued liabilities on the Company’s condensed consolidated balance sheet. |
Leases (Future Minimum Rental P
Leases (Future Minimum Rental Payments) (Details) $ in Thousands | Aug. 31, 2020USD ($) |
Leases [Abstract] | |
Fiscal year 2021 | $ 2,073 |
Fiscal year 2022 | 1,610 |
Fiscal year 2023 | 1,257 |
Fiscal year 2024 | 1,151 |
Fiscal year 2025 | 890 |
Thereafter | 2,421 |
Total undiscounted future cash flows | 9,402 |
Less: Interest | (1,042) |
Total operating lease liabilities | $ 8,360 |
Leases (Schedule Of Future Mini
Leases (Schedule Of Future Minimum Payments For Non-Cancelable Operating Leases) (Details) $ in Thousands | Aug. 31, 2020USD ($) |
Leases [Abstract] | |
Fiscal year 2020 | $ 1,988 |
Fiscal year 2021 | 1,470 |
Fiscal year 2022 | 827 |
Fiscal year 2023 | 348 |
Fiscal year 2024 | 975 |
Thereafter | 932 |
Total undiscounted future cash flows | $ 6,540 |
Accrued And Other Liabilities_2
Accrued And Other Liabilities (Schedule Of Accrued Liabilities) (Details) $ in Thousands, £ in Millions | Aug. 31, 2020USD ($) | Aug. 31, 2019USD ($) | Aug. 31, 2019GBP (£) | |
Line of Credit Facility [Line Items] | ||||
Accrued advertising and sales promotion expenses | $ 10,787 | $ 10,438 | ||
Accrued professional services fees | 1,761 | 1,744 | ||
Accrued sales taxes and other taxes | 1,751 | 1,418 | ||
Short-term operating lease liability | [1] | 1,840 | ||
Other | [2] | 5,521 | 4,913 | |
Total | $ 21,660 | 18,513 | ||
Milton Keynes, England [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Other | $ 1,700 | £ 1.4 | ||
[1] | Current operating lease liabilities are classified in accrued liabilities on the Company’s condensed consolidated balance sheet. | |||
[2] | At August 31, 2019, other accrued liabilities on the balance sheet included £ 1.4 million Pound Sterling ($ 1.7 million in U.S. Dollars as converted at exchange rates as of August 31, 2019) associated with capital costs related to buildout costs of the Company’s new office building in Milton Keynes, England. This new office building houses employees of the Company’s EMEA segment that are based in the United Kingdom. |
Accrued And Other Liabilities_3
Accrued And Other Liabilities (Schedule Of Accrued Payroll And Related Expenses) (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Aug. 31, 2019 |
Accrued And Other Liabilities [Abstract] | ||
Accrued incentive compensation | $ 5,702 | $ 7,259 |
Accrued payroll | 4,396 | 3,454 |
Accrued profit sharing | 2,726 | 2,503 |
Accrued payroll taxes | 1,446 | 1,566 |
Other | 497 | 519 |
Total | $ 14,767 | $ 15,301 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | Mar. 16, 2020USD ($) | Feb. 29, 2020USD ($) | Aug. 31, 2020USD ($) | May 31, 2020USD ($) | Aug. 31, 2020USD ($)agreement | Sep. 30, 2020USD ($) | Mar. 27, 2020USD ($) | Aug. 31, 2019USD ($) | Nov. 15, 2017USD ($) |
Debt Instrument [Line Items] | |||||||||
Number of agreements | agreement | 2 | ||||||||
Additional maximum borrowing capacity | $ 80,000,000 | ||||||||
Line of credit | $ 95,900,000 | $ 95,900,000 | |||||||
Current debt | 800,000 | 800,000 | $ 21,205,000 | ||||||
Reserved accrued | $ 8,700,000 | ||||||||
Seventh Amended Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, amount | $ 150,000,000 | $ 100,000,000 | 150,000,000 | 150,000,000 | |||||
Share buy-back plan, amount authorized | $ 150,000,000 | $ 150,000,000 | |||||||
Consolidated leverage ratio | 3 | 3 | |||||||
Consolidated interest coverage ratio | 3 | 3 | |||||||
Maturity date | Mar. 16, 2025 | ||||||||
Maximum dividends percentage | 75.00% | ||||||||
Capital investments permitted, Carryforward limit | 5,000,000 | ||||||||
Autoborrow Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Current debt | $ 0 | $ 0 | |||||||
Line of credit, short-term liability | 30,000,000 | 30,000,000 | |||||||
Other Unsecured Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, amount | 35,000,000 | $ 35,000,000 | |||||||
Amended And Restated Credit Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Capital investments permitted, Carryforward limit | 2,500,000 | ||||||||
Amended And Restated Credit Agreement, Year 2020 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Capital investments permitted | 30,500,000 | ||||||||
Amended And Restated Credit Agreement, Year 2021 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Capital investments permitted | 19,000,000 | ||||||||
Amended And Restated Credit Agreement, Year 2022, 2023, 2024, and 2025 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Capital investments permitted | 15,000,000 | ||||||||
Line Of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit, short-term liability | $ 90,000,000 | ||||||||
Repayment of short-term debt | $ 55,000,000 | $ 5,000,000 | |||||||
Note Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 3.39% | 3.39% | |||||||
Note Agreement [Member] | Series A Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 20,000,000 | ||||||||
Maturity date | Nov. 15, 2032 | ||||||||
Principal payment frequency of periodic payment | semi-annually | ||||||||
Periodic payment amount | $ 400,000 | ||||||||
Date of final semi-annual payment required | May 15, 2032 | ||||||||
Balloon payment | $ 8,400,000 | $ 8,400,000 | |||||||
Repayment of principal | 800,000 | ||||||||
Shelf Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | 0 | 0 | |||||||
United Kingdom Subsidiary [Member] | Seventh Amended Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, amount | $ 50,000,000 | ||||||||
Europe, The Middle East, Africa And India Subsidiary [Member] | Amended And Restated Credit Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, amount | $ 100,000,000 | ||||||||
Maximum [Member] | Shelf Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Additional maximum borrowing capacity | $ 105,000,000 | $ 105,000,000 | |||||||
Latest date to issue senior notes | Nov. 15, 2020 | ||||||||
Period of debt issuance | 15 years 6 months | ||||||||
Subsequent Events [Member] | Other Unsecured Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, amount | $ 125,000,000 | ||||||||
Subsequent Events [Member] | Shelf Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 52,000,000 |
Debt (Schedule Of Short-term An
Debt (Schedule Of Short-term And Long-term Borrowings) (Details) - USD ($) | Aug. 31, 2020 | Aug. 31, 2019 |
Debt Instrument [Line Items] | ||
Total short-term borrowings | $ 800,000 | $ 21,205,000 |
Long-term borrowings | 113,098,000 | 60,221,000 |
Total | 113,898,000 | 81,426,000 |
Autoborrow Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Total short-term borrowings | 0 | |
Series A Notes [Member] | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | 800,000 | 800,000 |
Long-term borrowings | 17,200,000 | 18,000,000 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Short-term borrowings | 20,000,000 | |
Long-term borrowings | $ 95,898,000 | 42,221,000 |
Revolving Credit Facility [Member] | Autoborrow Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Short-term borrowings | $ 405,000 |
Share Repurchase Plans (Narrati
Share Repurchase Plans (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 12 Months Ended | 24 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2020 | |
Equity, Class of Treasury Stock [Line Items] | |||||
Total cost of repurchased shares | $ 16,825 | $ 29,625 | $ 22,616 | ||
2018 To 2020 Share Repurchase Program [Member] | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Share buy-back plan, number of shares repurchased | 0 | 92,583 | 268,538 | ||
Average price of shares repurchased | $ 181.71 | ||||
Total cost of repurchased shares | $ 16,800 | $ 46,400 | |||
Maximum [Member] | 2018 To 2020 Share Repurchase Program [Member] | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Share buy-back plan, amount authorized | $ 75,000 | $ 75,000 | $ 75,000 |
Earnings Per Common Share (Narr
Earnings Per Common Share (Narrative) (Details) - shares | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Earnings Per Common Share [Abstract] | |||
Anti-dilutive stock options outstanding | 6,172 | 1,082 | 0 |
Earnings Per Common Share (Sche
Earnings Per Common Share (Schedule Of Reconciliation Of Net Income To Net Income Available To Common Shareholders) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Earnings Per Common Share [Abstract] | |||
Net income | $ 60,710 | $ 55,908 | $ 65,215 |
Less: Net income allocated to participating securities | (294) | (333) | (423) |
Net income available to common shareholders | $ 60,416 | $ 55,575 | $ 64,792 |
Earnings Per Common Share (Sc_2
Earnings Per Common Share (Schedule Of Weighted Average Number Of Shares) (Details) - shares shares in Thousands | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Earnings Per Common Share [Abstract] | |||
Weighted-average common shares outstanding, basic | 13,691 | 13,799 | 13,929 |
Weighted-average dilutive securities | 28 | 31 | 33 |
Weighted-average common shares outstanding, diluted | 13,719 | 13,830 | 13,962 |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Accrued liabilities | $ 21,660,000 | $ 18,513,000 | |
Reduction to revenue | 408,498,000 | 423,350,000 | $ 408,518,000 |
Contract assets | 0 | 0 | |
Cash Discounts [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Reduction to revenue | 4,400,000 | 4,200,000 | |
Accounting Standards Update 2014-09 [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Contract liabilities | 1,400,000 | 300,000 | |
Contract liabilities recognized to revenue | 300,000 | ||
Accounting Standards Update 2014-09 [Member] | Rebate/Other Discounts [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Accrued liabilities | 7,500,000 | 7,500,000 | |
Reduction to revenue | 20,700,000 | 18,200,000 | |
Accounting Standards Update 2014-09 [Member] | Cash Discounts [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Allowance for cash discount | $ 500,000 | $ 500,000 |
Related Parties (Narrative) (De
Related Parties (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Related Parties [Abstract] | ||
Sales to Tractor Supply | $ 0.9 | $ 1.9 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) | 12 Months Ended |
Aug. 31, 2020USD ($)claim | |
Loss Contingencies [Line Items] | |
Number of pending claims | claim | 0 |
Purchase Commitment [Member] | |
Loss Contingencies [Line Items] | |
Commitment outstanding | $ 0 |
Indemnification Agreement 1 [Member] | |
Loss Contingencies [Line Items] | |
Liabilities related to indemnification agreement | 0 |
Senior Officers And Directors [Member] | Indemnification Agreement 1 [Member] | |
Loss Contingencies [Line Items] | |
Liabilities related to indemnification agreement | $ 0 |
Minimum [Member] | Purchase Commitment [Member] | |
Loss Contingencies [Line Items] | |
Purchase commitment period | 2 months |
Maximum [Member] | Purchase Commitment [Member] | |
Loss Contingencies [Line Items] | |
Purchase commitment period | 6 months |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Income Tax [Line Items] | |||
Operating loss carryforwards | $ 3,900 | $ 4,800 | |
Net deferred tax asset | 300 | 200 | |
Tax credit carryforwards | 3,374 | 2,827 | |
Interest and penalties included in income tax expense | 500 | 400 | |
Unrecognized tax benefits | 9,352 | 9,384 | $ 1,038 |
Unrecognized tax benefits that would impact the effective tax rate | 9,200 | $ 9,200 | |
Unrecognized tax benefits affected by the resolution of tax examinations or expiring statutes of limitation | $ 400 | ||
Provision for income taxes | 19.60% | 30.80% | |
Accrued interest and penalties related to uncertain tax positions | $ 1,000 | $ 500 | |
Foreign Tax Authority [Member] | |||
Income Tax [Line Items] | |||
Tax credit carryforwards | $ 3,200 | $ 2,600 |
Income Taxes (Schedule Of Incom
Income Taxes (Schedule Of Income Before Income Tax, Domestic And Foreign) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | ||
Income Tax [Line Items] | ||||
United States | $ 43,000 | $ 47,962 | $ 42,634 | |
Foreign | [1] | 32,515 | 32,808 | 32,544 |
Income before income taxes | 75,515 | 80,770 | 75,178 | |
EMEA [Member] | ||||
Income Tax [Line Items] | ||||
Foreign | $ 27,000 | $ 26,600 | $ 27,400 | |
[1] | Included in these amounts are income before income taxes for the EMEA segment of $ 27.0 million, $ 26.6 million and $ 27.4 million for the fiscal years ended August 31, 2020, 2019 and 2018, respectively. |
Income Taxes (Schedule Of Compo
Income Taxes (Schedule Of Components Of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Income Taxes [Abstract] | |||
Current, Federal | $ 7,267 | $ 15,591 | $ 10,100 |
Current, State | 822 | 800 | 651 |
Current, Foreign | 7,139 | 7,679 | 6,750 |
Total current | 15,228 | 24,070 | 17,501 |
Deferred, United States | (619) | 843 | (7,496) |
Deferred, Foreign | 196 | (51) | (42) |
Total deferred | (423) | 792 | (7,538) |
Provision for income taxes | $ 14,805 | $ 24,862 | $ 9,963 |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Tax Assets And Liabilities) (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Aug. 31, 2019 |
Income Taxes [Abstract] | ||
Accrued payroll and related expenses | $ 891 | $ 794 |
Accounts receivable | 267 | 325 |
Reserves and accruals | 1,079 | 1,145 |
Stock-based compensation expense | 2,162 | 1,990 |
Lease Accounting | 828 | |
Uniform capitalization | 954 | 1,084 |
Tax credit carryforwards | 3,374 | 2,827 |
Other | 1,170 | 1,034 |
Total gross deferred tax assets | 10,725 | 9,199 |
Valuation allowance | (3,442) | (2,827) |
Total net deferred tax assets | 7,283 | 6,372 |
Property and equipment, net | (1,515) | (1,609) |
Amortization of tax goodwill and intangible assets | (15,205) | (15,373) |
Lease Accounting | (808) | |
Other | (582) | (675) |
Total deferred tax liabilities | (18,110) | (17,657) |
Net deferred tax liabilities | $ (10,827) | $ (11,285) |
Income Taxes (Schedule Of Effec
Income Taxes (Schedule Of Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Income Taxes [Abstract] | |||
Amount computed at U.S. statutory federal tax rate | $ 15,858 | $ 16,962 | $ 19,298 |
State income taxes, net of federal tax benefits | 853 | 963 | 453 |
Effect of foreign operations | 297 | 318 | (1,412) |
Benefit from qualified domestic production deduction | (1,121) | ||
Net benefit from GILTI/FDII | (1,582) | (1,404) | |
Remeasurement of deferred income taxes | (6,762) | ||
Toll tax, net of foreign tax credits | 8,665 | (282) | |
Benefit from stock compensation | (1,129) | (1,107) | (725) |
Other | 508 | 465 | 514 |
Provision for income taxes | $ 14,805 | $ 24,862 | $ 9,963 |
Income Taxes (Schedule Of Unrec
Income Taxes (Schedule Of Unrecognized Tax Benefits Roll Forward) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Income Taxes [Abstract] | ||
Unrecognized tax benefits - beginning of fiscal year | $ 9,384 | $ 1,038 |
Net increases (decreases) - prior period tax positions | 8,301 | |
Net increases - current period tax positions | 230 | 210 |
Expirations of statute of limitations for assessment | (262) | (165) |
Settlements | ||
Unrecognized tax benefits - end of fiscal year | $ 9,352 | $ 9,384 |
Stock-based Compensation (Narra
Stock-based Compensation (Narrative) (Details) | 12 Months Ended | ||
Aug. 31, 2020USD ($)item$ / sharesshares | Aug. 31, 2019USD ($)$ / shares | Aug. 31, 2018USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of plans | item | 1 | ||
Number of shares authorized under stock plan | shares | 1,000,000 | ||
Number of shares available for grant | shares | 627,742 | ||
Allocated share-based compensation expense | $ 5,400,000 | $ 4,400,000 | $ 4,200,000 |
Employee service share-based, Tax benefit from compensation expense | 1,200,000 | 1,000,000 | 1,100,000 |
Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee service share-based, Tax benefit from compensation expense | 1,200,000 | $ 1,400,000 | $ 700,000 |
Compensation cost not yet recognized | $ 600,000 | ||
Remaining weighted-average vesting periods | 1 year 4 months 24 days | ||
Weighted-average grant date fair value | $ / shares | $ 184.43 | $ 163.93 | $ 111.71 |
Total intrinsic value of stock-based awards converted into common shares | $ 5,400,000 | $ 6,000,000 | $ 2,800,000 |
Market Share Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee service share-based, Tax benefit from compensation expense | 900,000 | $ 900,000 | $ 800,000 |
Compensation cost not yet recognized | $ 3,000,000 | ||
Remaining weighted-average vesting periods | 1 year 10 months 24 days | ||
Weighted-average grant date fair value | $ / shares | $ 216.77 | $ 177.82 | $ 101.93 |
Total intrinsic value of stock-based awards converted into common shares | $ 4,400,000 | $ 4,000,000 | $ 3,000,000 |
Expected volatility period | 2 years 10 months 24 days | 2 years 10 months 24 days | 2 years 10 months 20 days |
Percent of original target number of vested shares | 100.00% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Deferred Performance Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost not yet recognized | $ 0 | ||
Weighted-average grant date fair value | $ / shares | $ 183.62 | $ 160.37 | $ 110.65 |
Key Executives [Member] | Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
High Level Employees [Member] | Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
High Level Employees [Member] | Market Share Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
High Level Employees [Member] | Deferred Performance Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Minimum [Member] | Market Share Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of original target number of vested shares | 0.00% | ||
Minimum [Member] | Deferred Performance Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of original target number of vested shares | 0.00% | ||
Maximum [Member] | Market Share Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of original target number of vested shares | 200.00% | ||
Maximum [Member] | Deferred Performance Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of original target number of vested shares | 100.00% |
Stock-based Compensation (Sched
Stock-based Compensation (Schedule Of Restricted Stock Units Activity) (Details) - Restricted Stock Units [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, Number of Shares | 96,920 | ||
Granted, Number of Shares | 18,438 | ||
Converted to common shares, Number of Shares | (29,055) | ||
Forfeited, Number of Shares | (149) | ||
Outstanding, Number of Shares | 86,154 | 96,920 | |
Vested, Number of Shares | 60,689 | ||
Outstanding, Weighted-Average Grant Date Fair Value Per Share | $ 86.01 | ||
Granted, Weighted-Average Grant Date Fair Value Per Share | 184.43 | $ 163.93 | $ 111.71 |
Converted to common shares, Weighted-Average Grant Date Fair Value Per Share | 88.24 | ||
Forfeited, Weighted-Average Grant Date Fair Value Per Share | 156.83 | ||
Outstanding, Weighted-Average Grant Date Fair Value Per Share | 106.20 | $ 86.01 | |
Vested, Weighted-Average Grant Date Fair Value Per Share | $ 83.15 | ||
Outstanding, Aggregate Intrinsic Value | $ 17,608 | ||
Vested, Aggregate Intrinsic Value | $ 12,404 |
Stock-based Compensation (Sch_2
Stock-based Compensation (Schedule Of Valuation Assumptions) (Details) - Market Share Units [Member] | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 21.40% | 19.60% | 20.40% |
Risk-free interest rate | 1.40% | 3.00% | 1.60% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-based Compensation (Sch_3
Stock-based Compensation (Schedule Of Market Share Units Activity) (Details) - Market Share Units [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Outstanding, Number of Shares | 39,524 | ||||
Granted, Number of Shares | 13,452 | ||||
Performance factor adjustment, Number of Shares | 10,561 | ||||
Converted to common shares, Number of Shares | (24,171) | ||||
Forfeited, Number of Shares | (248) | ||||
Outstanding, Number of Shares | 39,118 | [1] | 39,524 | ||
Outstanding, Weighted-Average Grant Date Fair Value Per Share | $ 121.03 | ||||
Granted, Weighted-Average Grant Date Fair Value Per Share | 216.77 | $ 177.82 | $ 101.93 | ||
Performance factor adjustment, Weighted-Average Grant Date Fair Value Per Share | 96.10 | ||||
Converted to common shares, Weighted-Average Grant Date Fair Value Per Share | 93.69 | ||||
Forfeited, Weighted-Average Grant Date Fair Value Per Share | 118.47 | ||||
Outstanding, Weighted-Average Grant Date Fair Value Per Share | $ 164.14 | [1] | $ 121.03 | ||
Outstanding, Aggregate Intrinsic Value | [1] | $ 7,995 | |||
Percent of original target number of vested shares | 100.00% | ||||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percent of original target number of vested shares | 200.00% | ||||
[1] | This figure represents the total number of shares underlying MSU grants assuming achievement of the target number of shares at 100 %. As the ultimate number of shares that vest could be as high as 200 % of the target, the Company may be required to issue additional shares to satisfy outstanding MSU award grants. |
Stock-based Compensation (Sch_4
Stock-based Compensation (Schedule Of Deferred Performance Share Units) (Details) - Deferred Performance Units [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, Number of Shares | 23,530 | ||
Granted, Number of Shares | 18,955 | ||
Performance factor adjustment, Number of Shares | (19,357) | ||
Converted to common shares, Number of Shares | |||
Forfeited, Number of Shares | (214) | ||
Outstanding, Number of Shares | 22,914 | 23,530 | |
Vested, Number of Shares | 4,173 | ||
Outstanding, Weighted-Average Grant Date Fair Value Per Share | $ 148.70 | ||
Granted, Weighted-Average Grant Date Fair Value Per Share | 183.62 | $ 160.37 | $ 110.65 |
Performance factor adjustment, Weighted-Average Grant Date Fair Value Per Share | 160.37 | ||
Converted to common shares, Weighted-Average Grant Date Fair Value Per Share | |||
Forfeited, Weighted-Average Grant Date Fair Value Per Share | 183.62 | ||
Outstanding, Weighted-Average Grant Date Fair Value Per Share | 167.40 | $ 148.70 | |
Vested, Weighted-Average Grant Date Fair Value Per Share | $ 94.54 | ||
Outstanding, Aggregate Intrinsic Value | $ 4,683 | ||
Vested, Aggregate Intrinsic Value | $ 853 |
Other Benefit Plans (Narrative)
Other Benefit Plans (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Defined contribution plan, employer matching contribution, percent of match | 50.00% | ||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 6.60% | ||
Defined contribution plan, maximum annual contributions per employee percent | 10.00% | ||
Discretionary non-elective contribution, percentage | 5.00% | ||
Pension Plan, Defined Benefit [Member] | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Defined contribution plan, cost recognized | $ 3.6 | $ 3.3 | $ 3.3 |
International Pension Plans Defined Benefit [Member] | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Defined contribution plan, cost recognized | $ 1.6 | $ 1.6 | $ 1.6 |
Business Segments and Foreign_3
Business Segments and Foreign Operations (Summarized Information By Reportable Segments) (Details) $ in Thousands | 12 Months Ended | |||
Aug. 31, 2020USD ($)item | Aug. 31, 2019USD ($) | Aug. 31, 2018USD ($) | ||
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | item | 3 | |||
Net sales | $ 408,498 | $ 423,350 | $ 408,518 | |
Income from operations | 77,220 | 82,382 | 78,604 | |
Depreciation and amortization expense | 7,701 | 7,593 | 7,800 | |
Interest income | 93 | 155 | 454 | |
Interest expense | 2,439 | 2,541 | 4,219 | |
Unallocated Corporate [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations | [1] | (26,471) | (25,746) | (25,689) |
Depreciation and amortization expense | [1] | 178 | 241 | 784 |
Americas Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 200,493 | 193,972 | 192,878 | |
Income from operations | 51,089 | 50,069 | 48,954 | |
Depreciation and amortization expense | 4,361 | 4,532 | 4,142 | |
Interest income | 15 | 29 | 13 | |
Interest expense | 1,867 | 2,156 | 4,209 | |
EMEA Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 156,241 | 160,615 | 150,878 | |
Income from operations | 37,620 | 37,246 | 36,241 | |
Depreciation and amortization expense | 2,855 | 2,538 | 2,561 | |
Interest income | 2 | 23 | 320 | |
Interest expense | 567 | 379 | ||
Asia-Pacific Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 51,764 | 68,763 | 64,762 | |
Income from operations | 14,982 | 20,813 | 19,098 | |
Depreciation and amortization expense | 307 | 282 | 313 | |
Interest income | 76 | 103 | 121 | |
Interest expense | $ 5 | $ 6 | $ 10 | |
[1] | Unallocated corporate expenses are general corporate overhead expenses not directly attributable to any one of the business 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 consolidated statements of operations. |
Business Segments And Foreign_4
Business Segments And Foreign Operations (Schedule Of Net Sales By Product Group) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | |
Revenue from External Customer [Line Items] | |||
Net sales | $ 408,498 | $ 423,350 | $ 408,518 |
Maintenance Products [Member] | |||
Revenue from External Customer [Line Items] | |||
Net sales | 369,444 | 386,644 | 372,391 |
Homecare And Cleaning Products [Member] | |||
Revenue from External Customer [Line Items] | |||
Net sales | $ 39,054 | $ 36,706 | $ 36,127 |
Business Segments And Foreign_5
Business Segments And Foreign Operations (Net Sales And Long-Lived Assets By Geographical Area) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2018 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 408,498 | $ 423,350 | $ 408,518 | |
Long-lived assets | [1] | 60,759 | 45,076 | 36,357 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 164,446 | 157,904 | 154,986 | |
Long-lived assets | [1] | 41,206 | 24,535 | 21,986 |
International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 244,052 | 265,446 | 253,532 | |
Long-lived assets | [1] | $ 19,553 | $ 20,541 | $ 14,371 |
[1] | Includes tangible assets and property and equipment, net, attributed to the geographic location in which such assets are located. |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) $ / shares in Units, $ in Millions | Oct. 13, 2020$ / shares | Sep. 30, 2020USD ($) | Aug. 31, 2020USD ($) | Mar. 16, 2020USD ($) | Feb. 29, 2020USD ($) |
Subsequent Events [Line Items] | |||||
Dividend payable, declared date | Oct. 5, 2020 | ||||
Dividends payable, date to be paid | Oct. 30, 2020 | ||||
Dividend payable, record date | Oct. 16, 2020 | ||||
Seventh Amended Credit Facility [Member] | |||||
Subsequent Events [Line Items] | |||||
Revolving credit facility, amount | $ 150 | $ 150 | $ 100 | ||
Consolidated leverage ratio | 3 | ||||
Maturity date | Mar. 16, 2025 | ||||
First Amendment To Credit Agreement [Member] | |||||
Subsequent Events [Line Items] | |||||
Revolving credit facility, amount | $ 150 | ||||
Maturity date | Sep. 30, 2025 | ||||
Other Unsecured Debt [Member] | |||||
Subsequent Events [Line Items] | |||||
Revolving credit facility, amount | $ 35 | ||||
Subsequent Events [Member] | |||||
Subsequent Events [Line Items] | |||||
Cash dividend declared | $ / shares | $ 0.67 | ||||
Subsequent Events [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Subsequent Events [Line Items] | |||||
Spread on variable rate | 0.90% | ||||
Subsequent Events [Member] | Prime Rate [Member] | |||||
Subsequent Events [Line Items] | |||||
Spread on variable rate | 0.00% | ||||
Subsequent Events [Member] | Seventh Amended Credit Facility [Member] | |||||
Subsequent Events [Line Items] | |||||
Payment of borrowings | $ 50 | ||||
Subsequent Events [Member] | First Amendment To Credit Agreement [Member] | |||||
Subsequent Events [Line Items] | |||||
Consolidated leverage ratio | 3.5 | ||||
Debt instrument, maximum restriction amount | $ 10 | ||||
Debt instrument, maximum restriction amount, not covered by other exception | 15 | ||||
Subsequent Events [Member] | Other Unsecured Debt [Member] | |||||
Subsequent Events [Line Items] | |||||
Revolving credit facility, amount | 125 | ||||
Subsequent Events [Member] | Third Amendment To Note Agreement [Member] | |||||
Subsequent Events [Line Items] | |||||
Principal amount | $ 52 | ||||
Subsequent Events [Member] | Third Amendment To Note Agreement - Series B Notes [Member] | |||||
Subsequent Events [Line Items] | |||||
Interest rate | 2.50% | ||||
Maturity date | Nov. 15, 2027 | ||||
Principal amount | $ 26 | ||||
Subsequent Events [Member] | Third Amendment To Note Agreement - Series C Notes [Member] | |||||
Subsequent Events [Line Items] | |||||
Interest rate | 2.69% | ||||
Maturity date | Nov. 15, 2030 | ||||
Principal amount | $ 26 | ||||
United Kingdom Subsidiary [Member] | Seventh Amended Credit Facility [Member] | |||||
Subsequent Events [Line Items] | |||||
Revolving credit facility, amount | $ 50 |
Subsequent Events (Applicable R
Subsequent Events (Applicable Rate) (Details) - Subsequent Events [Member] | Sep. 30, 2020 |
Line Of Credit [Member] | Pricing Tier 1 [Member] | |
Subsequent Event [Line Items] | |
Commitment Fee | 0.15% |
Line Of Credit [Member] | Pricing Tier 2 [Member] | |
Subsequent Event [Line Items] | |
Commitment Fee | 0.15% |
Line Of Credit [Member] | Pricing Tier 3 [Member] | |
Subsequent Event [Line Items] | |
Commitment Fee | 0.15% |
Letter of Credit [Member] | Pricing Tier 1 [Member] | |
Subsequent Event [Line Items] | |
Commitment Fee | 1.00% |
Letter of Credit [Member] | Pricing Tier 2 [Member] | |
Subsequent Event [Line Items] | |
Commitment Fee | 1.25% |
Letter of Credit [Member] | Pricing Tier 3 [Member] | |
Subsequent Event [Line Items] | |
Commitment Fee | 1.50% |
Minimum [Member] | Pricing Tier 2 [Member] | |
Subsequent Event [Line Items] | |
Consolidated leverage ratio | 2 |
Minimum [Member] | Pricing Tier 3 [Member] | |
Subsequent Event [Line Items] | |
Consolidated leverage ratio | 3 |
Maximum [Member] | Pricing Tier 1 [Member] | |
Subsequent Event [Line Items] | |
Consolidated leverage ratio | 2 |
Maximum [Member] | Pricing Tier 2 [Member] | |
Subsequent Event [Line Items] | |
Consolidated leverage ratio | 3 |
London Interbank Offered Rate (LIBOR) [Member] | |
Subsequent Event [Line Items] | |
Spread on variable rate | 0.90% |
London Interbank Offered Rate (LIBOR) [Member] | Pricing Tier 1 [Member] | |
Subsequent Event [Line Items] | |
Spread on variable rate | 1.00% |
London Interbank Offered Rate (LIBOR) [Member] | Pricing Tier 2 [Member] | |
Subsequent Event [Line Items] | |
Spread on variable rate | 1.25% |
London Interbank Offered Rate (LIBOR) [Member] | Pricing Tier 3 [Member] | |
Subsequent Event [Line Items] | |
Spread on variable rate | 1.50% |
Prime Rate [Member] | |
Subsequent Event [Line Items] | |
Spread on variable rate | 0.00% |
Prime Rate [Member] | Pricing Tier 1 [Member] | |
Subsequent Event [Line Items] | |
Spread on variable rate | 0.00% |
Prime Rate [Member] | Pricing Tier 2 [Member] | |
Subsequent Event [Line Items] | |
Spread on variable rate | 0.25% |
Prime Rate [Member] | Pricing Tier 3 [Member] | |
Subsequent Event [Line Items] | |
Spread on variable rate | 0.50% |