WD-40 Company
10/27/2025 | Press release | Distributed by Public on 10/27/2025 14:13
Annual Report for Fiscal Year Ending August 31, 2025 (Form 10-K)
Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide the reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect future results. This MD&A includes the following sections: Overview, Highlights, Results of Operations, Performance Measures and Non-GAAP Reconciliations, Liquidity and Capital Resources, Critical Accounting Estimates, and Recently Issued Accounting Standards. The MD&A is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements and the related notes included in Item 15 of this report.
Overview
The Company
WD-40 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. We own a wide range of well-known brands that include maintenance products and homecare and cleaning products: WD-40® Multi-Use Product, WD-40 Specialist®, 3-IN-ONE®, GT85®, X-14®, 2000 Flushes®, Carpet Fresh®, no vac®, Spot Shot®, Lava® and Solvol®.
Our products are sold in various locations around the world. Maintenance products are sold worldwide in markets throughout North, Central and South America, Asia, Australia, Europe, India, the Middle East and Africa. Homecare and cleaning products are sold primarily in North America, the United Kingdom ("U.K.") and Australia. During the fiscal year 2025, our homecare and cleaning business in EIMEA was sold and we have reclassified our homecare and cleaning business in Americas to held for sale. Our homecare and cleaning business in the Asia-Pacific segment continues to be held for use. We sell our products primarily through hardware stores, automotive parts outlets, industrial distributors and suppliers, mass retail and home center stores, value retailers, grocery stores, online retailers, warehouse club stores, farm supply, sport retailers, and independent bike dealers.
Highlights
The following summarizes the financial and operational highlights for our business during the fiscal year ended August 31, 2025:
•Consolidated net sales increased $29.4 million, or 5%, for fiscal year 2025 compared to the prior fiscal year. Increases in sales volume favorably impacted net sales by approximately $25.2 million from period to period. Increases in the average selling price of our products positively impacted net sales by approximately $5.6 million from period to period, primarily due to sales price increases implemented in certain regions during the prior fiscal year. Changes to net sales attributable to volumes and average selling price of our products are impacted by differences in sales mix related to products, markets and distribution channels from period to period. In addition, changes in foreign currency exchange rates from period to period had a unfavorable impact of $1.4 million on consolidated net sales for the fiscal year 2025. Gross profit as a percentage of net sales increased to 55.1% for fiscal year 2025 compared to 53.4% for the prior fiscal year.
•Consolidated net income increased $21.4 million, or 31%, for fiscal year 2025 compared to the corresponding period of the prior fiscal year. Changes in foreign currency exchange rates from period to period had an insignificant effect on consolidated net income for fiscal year 2025.
•Diluted earnings per common share for fiscal year 2025 were $6.69 versus $5.11 in the prior fiscal year. During the second quarter of fiscal year 2025, we released an uncertain tax position that generated a favorable income tax adjustment. Excluding this one-time benefit, on a non-GAAP basis, adjusted diluted EPS was $5.82.
•During the fourth quarter of fiscal year 2025, we completed the sale of the Company's business pertaining to homecare and cleaning products that are sold in EIMEA.
•During the fiscal year ended August 31, 2025, we returned approximately $62.6 million to our stockholders through share repurchases and dividends.
Results of Operations
Fiscal Year Ended August 31, 2025 Compared to Fiscal Year Ended August 31, 2024
Operating Items
The following table summarizes operating data for our consolidated operations (in thousands, except percentages and per share amounts):
| Fiscal Year Ended August 31, | |||||||||||||||||||||||
| 2025 | 2024 |
Change from Prior Year |
|||||||||||||||||||||
| Dollars | Percent | ||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| WD-40 Multi-Use Product | $ | 477,961 | $ | 452,925 | $ | 25,036 | 6 | % | |||||||||||||||
| WD-40 Specialist | 81,962 | 73,938 | 8,024 | 11 | % | ||||||||||||||||||
| Other maintenance products | 31,043 | 31,173 | (130) | - | % | ||||||||||||||||||
| Total maintenance products | 590,966 | 558,036 | 32,930 | 6 | % | ||||||||||||||||||
|
HCCP(1)
|
29,019 | 32,521 | (3,502) | (11) | % | ||||||||||||||||||
| Total net sales | 619,985 | 590,557 | 29,428 | 5 | % | ||||||||||||||||||
| Cost of products sold | 278,642 | 275,330 | 3,312 | 1 | % | ||||||||||||||||||
| Gross profit | 341,343 | 315,227 | 26,116 | 8 | % | ||||||||||||||||||
| Operating expenses | 237,550 | 218,876 | 18,674 | 9 | % | ||||||||||||||||||
| Income from operations | $ | 103,793 | $ | 96,351 | $ | 7,442 | 8 | % | |||||||||||||||
| Net income | $ | 90,994 | $ | 69,644 | $ | 21,350 | 31 | % | |||||||||||||||
| EPS - diluted | $ | 6.69 | $ | 5.11 | $ | 1.58 | 31 | % | |||||||||||||||
| Shares used in diluted EPS | 13,567 | 13,584 | (17) | 0 | % | ||||||||||||||||||
(1)Homecare and cleaning products ("HCCP")
Net Sales by Segment
The following table summarizes net sales by segment (in thousands, except percentages):
| Fiscal Year Ended August 31, | |||||||||||||||||||||||
| 2025 | 2024 |
Change from Prior Year |
|||||||||||||||||||||
| Dollars | Percent | ||||||||||||||||||||||
| Americas | $ | 290,599 | $ | 281,883 | $ | 8,716 | 3 | % | |||||||||||||||
| EIMEA | 236,434 | 221,045 | 15,389 | 7 | % | ||||||||||||||||||
| Asia-Pacific | 92,952 | 87,629 | 5,323 | 6 | % | ||||||||||||||||||
| Total | $ | 619,985 | $ | 590,557 | $ | 29,428 | 5 | % | |||||||||||||||
Americas Sales
The following table summarizes net sales by product line for the Americas segment, which includes the U.S., Canada and Latin America (in thousands, except percentages):
| Fiscal Year Ended August 31, | |||||||||||||||||||||||
| 2025 | 2024 |
Change from Prior Year |
|||||||||||||||||||||
| Dollars | Percent | ||||||||||||||||||||||
| WD-40 Multi-Use Product | $ | 224,811 | $ | 216,769 | $ | 8,042 | 4 | % | |||||||||||||||
| WD-40 Specialist | 34,990 | 32,966 | 2,024 | 6 | % | ||||||||||||||||||
| Other maintenance products | 17,033 | 17,289 | (256) | (1) | % | ||||||||||||||||||
| Total maintenance products | 276,834 | 267,024 | 9,810 | 4 | % | ||||||||||||||||||
| HCCP | 13,765 | 14,859 | (1,094) | (7) | % | ||||||||||||||||||
| Total net sales | $ | 290,599 | $ | 281,883 | $ | 8,716 | 3 | % | |||||||||||||||
| % of consolidated net sales | 47 | % | 48 | % | |||||||||||||||||||
The following table summarizes management's estimates of effects on net sales of changes in price, volume and foreign currency exchange rate impacts for the Americas segment (in millions):
| Change from Prior Year | |||||||||||||||||||||||||||||
|
First Quarter |
Second Quarter | Third Quarter | Fourth Quarter |
Fiscal Year
|
|||||||||||||||||||||||||
|
Increase in average selling price(1)
|
$ | 0.2 | $ | 0.3 | $ | 2.4 | $ | 0.3 | $ | 3.2 | |||||||||||||||||||
|
Increase (decrease) in sales volume(1)
|
6.3 | 3.1 | 2.4 | (1.6) | 10.2 | ||||||||||||||||||||||||
| Currency impact on current period - non-GAAP | (1.1) | (1.4) | (1.8) | (0.4) | (4.7) | ||||||||||||||||||||||||
| Increase (decrease) in net sales | $ | 5.4 | $ | 2.0 | $ | 3.0 | $ | (1.7) | $ | 8.7 | |||||||||||||||||||
(1)Management's estimates of changes in net sales attributable to volumes and the average selling price of our products are impacted by differences in sales mix related to products, markets and distribution channels from period to period.
Americas Sales - Fiscal Year Ended - August 31, 2025 Compared to August 31, 2024
Net sales in the Americas segment increased from period to period, highlighted by the following:
•WD-40 Multi-Use Product sales increased $8.0 million, or 4%, primarily due to increases in Latin America and U.S. of $6.2 million and $2.4 million, respectively. Sales in Brazil increased $6.7 million primarily due to operating under a direct model for the full fiscal year. In the third quarter of fiscal year 2024, we acquired a Brazilian distributor and shifted from an indirect distribution model to a direct model. In addition, sales in other Latin American markets increased $1.0 million due to improved economic conditions in certain regions as well as a higher level of promotional activities. Sales in U.S. increased primarily due to a higher level of promotional programs. These increases in Latin America and U.S. were partially offset by lower sales in Mexico of $2.5 million primarily due to unfavorable changes in foreign currency exchange rates.
•WD-40 Specialist sales increased $2.0 million, or 6%, primarily due to increases in the U.S. due to new distribution and increased demand in mass retail and home center stores as well as online retailers.
•Other maintenance product sales remained relatively constant from period to period.
•Homecare and cleaning product sales decreased $1.1 million, or 7%, primarily due to changes in distribution as well as reduced demand in the U.S. as a result of a lower level of advertising and promotional activities associated with these brands, as we focus on increasing sales of maintenance products in support of our four-by-four strategic framework.
For the Americas segment, 72% of sales came from the U.S., and 28% of sales came from Canada and Latin America combined for the fiscal year ended August 31, 2025 compared to the prior fiscal year when 73% of sales came from the U.S., and 27% of sales came from Canada and Latin America combined.
EIMEA Sales
The following table summarizes net sales by product line for the EIMEA segment, which includes Europe, India, the Middle East and Africa (in thousands, except percentages):
| Fiscal Year Ended August 31, | |||||||||||||||||||||||
| 2025 | 2024 |
Change from Prior Year |
|||||||||||||||||||||
| Dollars | Percent | ||||||||||||||||||||||
| WD-40 Multi-Use Product | $ | 181,604 | $ | 168,450 | $ | 13,154 | 8 | % | |||||||||||||||
| WD-40 Specialist | 35,651 | 30,876 | 4,775 | 15 | % | ||||||||||||||||||
| Other maintenance products | 12,963 | 12,741 | 222 | 2 | % | ||||||||||||||||||
| Total maintenance products | 230,218 | 212,067 | 18,151 | 9 | % | ||||||||||||||||||
| HCCP | 6,216 | 8,978 | (2,762) | (31) | % | ||||||||||||||||||
| Total net sales | $ | 236,434 | $ | 221,045 | $ | 15,389 | 7 | % | |||||||||||||||
| % of consolidated net sales | 38 | % | 37 | % | |||||||||||||||||||
The following table summarizes management's estimates of effects on net sales of changes in price, volume and foreign currency exchange rate impacts for the EIMEA segment (in millions):
| Change from Prior Year | |||||||||||||||||||||||||||||
|
First Quarter |
Second Quarter | Third Quarter | Fourth Quarter |
Fiscal Year
|
|||||||||||||||||||||||||
|
Increase (decrease) in average selling price(1)
|
$ | 0.5 | $ | 0.9 | $ | 1.7 | $ | (0.9) | $ | 2.2 | |||||||||||||||||||
|
Increase (decrease) in sales volume(1)
|
6.2 | 7.4 | (4.8) | 0.9 | 9.7 | ||||||||||||||||||||||||
| Currency impact on current period - non-GAAP | 2.0 | (3.0) | 0.4 | 4.1 | 3.5 | ||||||||||||||||||||||||
| Increase (decrease) in net sales | $ | 8.7 | $ | 5.3 | $ | (2.7) | $ | 4.1 | $ | 15.4 | |||||||||||||||||||
(1)Management's estimates of changes in net sales attributable to volumes and the average selling price of our products are impacted by differences in sales mix related to products, markets and distribution channels from period to period.
The countries and regions in Europe where we sell through a direct sales force include the U.K., Italy, France, Iberia (which includes Spain and Portugal), DACH (which includes Germany, Austria and Switzerland) and Benelux (which includes Belgium, the Netherlands and Luxembourg). The regions in the EIMEA segment where we sell through local distributors include the Middle East, Africa, India, Eastern and Northern Europe.
EIMEA Sales - Fiscal Year Ended - August 31, 2025 Compared to August 31, 2024
Net sales increased in the EIMEA segment from period to period, highlighted by the following:
•WD-40 Multi-Use Product sales increased $13.2 million, or 8%, primarily due to higher sales volume across nearly all regions. Sales in direct markets increased significantly in France, Iberia, Benelux, and Italy which were up $3.3 million, $2.0 million, $2.0 million, and $1.7 million, respectively. Sales to our marketing distributors in various regions, increased $1.5 million, most predominately in areas such as India, Croatia, and Romania, primarily due to increased distribution, higher levels of demand and timing of customer orders. Most regions in EIMEA have experienced continued increases in sales volumes after a temporary reduction in demand from customer reactions to price increases we implemented during fiscal year 2023. While most of this volume recovery was experienced in fiscal year 2024 after customers adjusted to those price increases, this volume recovery has continued into fiscal year 2025 and has resulted in higher sales levels from period to period.
•WD-40 Specialist and other maintenance product sales increased $4.8 million, or 15%, and $0.2 million, or 2%, respectively, primarily due to the increased demand and new distribution in our direct markets associated with
premiumization efforts in support of our strategic framework. Other contributing factors include increased promotional activities in many regions of our direct markets such as DACH and France.
•Homecare and cleaning product sales decreased $2.8 million, or 31%, primarily due to reduced demand in the U.K. as a result of a lower level of advertising and promotional activities associated with these brands as we focus on increasing sales of maintenance products in support of our four-by-four strategic framework.
Asia-Pacific Sales
The following table summarizes net sales by product line for the Asia-Pacific segment, which includes Australia, China and other countries in the Asia region (in thousands, except percentages):
| Fiscal Year Ended August 31, | |||||||||||||||||||||||
| 2025 | 2024 |
Change from Prior Year |
|||||||||||||||||||||
| Dollars | Percent | ||||||||||||||||||||||
| WD-40 Multi-Use Product | $ | 71,546 | $ | 67,706 | $ | 3,840 | 6 | % | |||||||||||||||
| WD-40 Specialist | 11,321 | 10,096 | 1,225 | 12 | % | ||||||||||||||||||
| Other maintenance products | 1,047 | 1,143 | (96) | (8) | % | ||||||||||||||||||
| Total maintenance products | 83,914 | 78,945 | 4,969 | 6 | % | ||||||||||||||||||
| HCCP | 9,038 | 8,684 | 354 | 4 | % | ||||||||||||||||||
| Total net sales | $ | 92,952 | $ | 87,629 | $ | 5,323 | 6 | % | |||||||||||||||
| % of consolidated net sales | 15 | % | 15 | % | |||||||||||||||||||
The following table summarizes management's estimates of effects on net sales of changes in price, volume and foreign currency exchange rate impacts for the Asia-Pacific segment (in millions):
| Change from Prior Year | |||||||||||||||||||||||||||||
|
First Quarter |
Second Quarter | Third Quarter | Fourth Quarter |
Fiscal Year
|
|||||||||||||||||||||||||
|
Increase (decrease) in average selling price(1)
|
$ | 0.5 | $ | (1.1) | $ | - | $ | 0.8 | $ | 0.2 | |||||||||||||||||||
|
(Decrease) increase in sales volume(1)
|
(2.1) | 1.3 | 1.7 | 4.4 | 5.3 | ||||||||||||||||||||||||
| Currency impact on current period - non-GAAP | 0.6 | (0.5) | (0.2) | (0.1) | (0.2) | ||||||||||||||||||||||||
| (Decrease) increase in net sales | $ | (1.0) | $ | (0.3) | $ | 1.5 | $ | 5.1 | $ | 5.3 | |||||||||||||||||||
(1)Management's estimates of changes in net sales attributable to volumes and the average selling price of our products are impacted by differences in sales mix related to products, markets and distribution channels from period to period.
Asia-Pacific Sales - Fiscal Year Ended - August 31, 2025 Compared to August 31, 2024
Net sales in the Asia-Pacific segment increased from period to period, highlighted by the following:
•WD-40 Multi-Use Product sales increased $3.8 million, or 6%, primarily due to sales increases in China and Asia distributor markets of $2.1 million and $1.1 million, respectively. Sales in China increased due to an increased level of marketing and promotional activities coupled with an expansion of the distribution network in certain regions. Sales in Asia distributor markets increased due to higher sales volume from successful promotional programs and marketing activities.
•WD-40 Specialist sales increased $1.2 million, or 12%, primarily due to increased sales volumes in China and Asia distributor markets as a result of successful promotional programs and marketing activities.
•Homecare and cleaning product sales increased $0.4 million or 4%, primarily due to increased sales volume as a result of successful relaunch of the Solvol soap bar in Australia. Our homecare and cleaning businesses in the Asia-Pacific segment are not held for sale.
Gross Profit
The following general information is important when assessing fluctuations in our gross margin:
•There is often a delay before changes in costs of raw materials, such as specialty chemicals used in the formulation of our products, impact cost of products sold due to production and inventory life cycles. Such delays increase with higher production and inventory levels.
•In general, the timing of advertising, promotional and other discounts may cause fluctuations in gross margin from period to period. Advertising, promotional and other discounts that are given to our customers are recorded as a reduction to sales, whereas advertising and sales promotional costs associated with promotional activities that we pay to third parties are recorded as advertising and sales promotion expenses.
•In the EIMEA segment, the cost of our products sold are generated in the Pound Sterling and Euro. The strengthening or weakening of the Pound Sterling and Euro against the U.S. Dollar may result in foreign currency related changes to the gross margin percentage in the EIMEA segment from period to period.
•Our gross profit and gross margin may not be comparable to those of other consumer product companies, since some of these companies include all costs related to distribution of their products in cost of products sold, whereas we exclude the portion associated with amounts paid to third parties for shipment to our customers from our distribution centers and contract manufacturers and include these costs in selling, general and administrative expenses. These costs totaled $18.2 million and $17.3 million for the fiscal years ended August 31, 2025 and 2024, respectively.
The following table summarizes gross margin and gross profit (in thousands, except percentages):
| Fiscal Year Ended August 31, | |||||||||||||||||||||||
| 2025 | 2024 |
Change from Prior Year |
|||||||||||||||||||||
| Gross profit | $ | 341,343 | $ | 315,227 | $ | 26,116 | |||||||||||||||||
| Gross margin | 55.1 | % | 53.4 | % | 170 |
bps (1)
|
|||||||||||||||||
(1)Basis points ("bps") change in gross margin.
Gross Margin - Fiscal Year Ended - August 31, 2025 Compared to August 31, 2024
Gross margin increased 170 bps primarily due to the following favorable (unfavorable) impacts:
| Favorable | Explanations | |||||||
|
80 bps
|
Lower costs of specialty chemicals used in the formulation of our products | |||||||
|
60 bps
|
Lower costs of aerosol cans
|
|||||||
|
50 bps
|
Increases in average selling prices
|
|||||||
|
(50) bps
|
Higher warehousing, distribution and freight costs, primarily in the Americas segment
|
|||||||
During the first quarter of fiscal year 2025, we reclassified certain assets of our homecare and cleaning product businesses in the Americas and EIMEA segments to held for sale. Gross margin excluding these products would have been 0.5% higher during the fiscal year ended August 31, 2025.
Selling, General and Administrative ("SG&A") Expenses
| Fiscal Year Ended August 31, | |||||||||||||||||||||||
| 2025 | 2024 |
Change from Prior Year |
|||||||||||||||||||||
| Dollars | Percent | ||||||||||||||||||||||
| SG&A expenses | $ | 199,936 | $ | 183,859 | $ | 16,077 | 9 | % | |||||||||||||||
| % of net sales | 32.2 | % | 31.1 | % | |||||||||||||||||||
SG&A Expenses - Fiscal Year Ended - August 31, 2025 Compared to August 31, 2024
The increase in SG&A expenses was primarily due to increases in employee-related costs of $10.4 million primarily due to higher accrued incentive compensation, annual compensation increases, higher stock-based compensation expense and higher headcount. These higher employee-related costs include additional headcount to support various sales growth initiatives identified within our strategic framework and headcount related to the enhancement of our information systems. Travel and meeting expenses increased $1.3 million as a result of additional travel related to geographic expansion and other initiatives aligned with our strategic framework. Professional services fees increased SG&A by $1.2 million primarily due to increases in the EIMEA segment in support of various strategic initiatives. Freight expense increased $0.8 million primarily in the Americas segment, due to higher sales volumes that resulted in higher outbound freight costs. Other miscellaneous SG&A expenses increased due to higher sales commission expense in Brazil of $0.7 million, credit loss adjustments in the U.S. of $0.5 million, and amortization costs associated with cloud computing implementation of $0.5 million, from period to period.
We continued our research and development investment, the majority of which is associated with our maintenance products, including efforts focused on sustainability as well as our focus on innovation and renovation of our products. Research and development costs for the fiscal years ended August 31, 2025 and 2024 were $8.7 million and $8.0 million, respectively. The increase from period to period was partially due to a higher level of research and development activity associated with our sustainability initiatives. Our research and development team engages in consumer research, environmental and sustainability initiatives, product development, product improvements and testing activities. This team leverages its development capabilities by collaborating with a network of outside resources including our current and prospective third-party contract manufacturers. The level and types of expenses incurred within research and development can vary from period to period depending upon the types of activities being performed.
Advertising and Sales Promotion ("A&P") Expenses
| Fiscal Year Ended August 31, | |||||||||||||||||||||||
| 2025 | 2024 |
Change from Prior Year |
|||||||||||||||||||||
| Dollars | Percent | ||||||||||||||||||||||
| A&P expenses | $ | 37,431 | $ | 33,911 | $ | 3,520 | 10 | % | |||||||||||||||
| % of net sales | 6.0 | % | 5.7 | % | |||||||||||||||||||
A&P Expenses - Fiscal Year Ended - August 31, 2025 Compared to August 31, 2024
The increase in A&P expenses was primarily due to a higher level of promotional programs and marketing support, particularly in certain countries in the EIMEA segment as well as U.S. and China.
Total promotional costs recorded as a reduction to sales were $34.3 million and $32.7 million for the fiscal years ended August 31, 2025 and 2024, respectively. Therefore, our total expenditure on A&P activities totaled $71.7 million and $66.6 million for the fiscal years ended August 31, 2025 and 2024, respectively.
Income from Operations by Segment
The following table summarizes income from operations by segment (in thousands, except percentages):
| Fiscal Year Ended August 31, | |||||||||||||||||||||||
| 2025 | 2024 |
Change from Prior Year |
|||||||||||||||||||||
| Dollars | Percent | ||||||||||||||||||||||
| Americas | $ | 65,393 | $ | 65,037 | $ | 356 | 1 | % | |||||||||||||||
| EIMEA | 52,331 | 46,809 | 5,522 | 12 | % | ||||||||||||||||||
| Asia-Pacific | 30,813 | 29,714 | 1,099 | 4 | % | ||||||||||||||||||
|
Unallocated corporate (1)
|
(44,744) | (45,209) | 465 | 1 | % | ||||||||||||||||||
| Total | $ | 103,793 | $ | 96,351 | $ | 7,442 | 8 | % | |||||||||||||||
(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 our identified segments and are included in Selling, General and Administrative expenses on our consolidated statements of operations.
Americas
Americas Operating Income - Fiscal Year Ended - August 31, 2025 Compared to August 31, 2024
Income from operations for the Americas remained relatively constant year over year. In the Americas, a $8.7 million increase in sales and a higher gross margin was mostly offset by higher operating expenses of $7.7 million. Gross margin for the Americas segment increased from 50.9% to 52.1% primarily due to decreases in the costs of petroleum-based specialty chemicals, increases in average selling prices and a lower level of discounts that we gave to our customers. These favorable impacts were partially offset by higher warehousing, distribution and freight costs increases as well as increases to miscellaneous other input costs. Operating expenses increased $7.7 million primarily due to higher employee-related costs as a result of increased headcount, higher accrued incentive compensation and annual compensation increases. In addition, operating expenses increased due to a higher level of A&P expenses, higher outbound freight costs due to increased sales and an increase in provision for credit losses from period to period. Operating income as a percentage of net sales decreased from 23.1% to 22.5% period over period.
EIMEA
EIMEA Operating Income - Fiscal Year Ended - August 31, 2025 Compared to August 31, 2024
Income from operations for the EIMEA segment increased to $52.3 million, up $5.5 million, or 12%, primarily due to a $15.4 million increase in sales and a higher gross margin, which was partially offset by higher operating expenses. Gross margin for the EIMEA segment increased from 54.7% to 57.3% primarily due to the favorable impact of increases in average selling price and decreases in the cost of aerosol cans and other input costs. Operating expenses increased $8.9 million primarily due to higher employee-related costs as a result of annual compensation increases and increased headcount. In addition, operating expenses increased due to a higher level of professional service costs and travel and meeting expenses in support of our strategic framework. Operating income as a percentage of net sales increased from 21.2% to 22.1% period over period.
Asia-Pacific
Asia-Pacific Operating Income - Fiscal Year Ended - August 31, 2025 Compared to August 31, 2024
Income from operations for the Asia-Pacific segment increased to $30.8 million, up $1.1 million, or 4%, primarily due to a $5.3 million increase in sales and a slightly higher gross margin, partially offset by an increase in operating expenses. Gross margin for the Asia-Pacific segment increased slightly from 58.0% to 58.7%. Operating expenses increased $2.6 million from period to period primarily due to higher employee-related costs. In addition, operating expenses increased as a result of a higher level of A&P expenses, professional service costs and travel and meeting expenses. Operating income as a percentage of net sales decreased from 33.9% to 33.1% period over period.
Non-Operating Items
The following table summarizes non-operating income and expenses for our consolidated operations (in thousands):
| Fiscal Year Ended August 31, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Interest income | $ | 517 | $ | 474 | $ | 43 | |||||||||||
| Interest expense | $ | 3,441 | $ | 4,287 | $ | (846) | |||||||||||
| Other income (expense), net | $ | 757 | $ | (1,030) | $ | 1,787 | |||||||||||
| Provision for income taxes | $ | 10,632 | $ | 21,864 | $ | (11,232) | |||||||||||
Interest Income
Interest income was not significant for both the fiscal years ended August 31, 2025 and 2024.
Interest Expense
Interest expense decreased $0.8 million primarily due to a decrease in weighted average outstanding balance on our revolving credit facility slightly offset by higher interest rates related to draws on this credit facility.
Other Income (Expense), Net
Other income (expense), net changed by $1.8 million from period to period which was primarily due to net foreign currency losses during fiscal year 2024 as compared to net foreign currency exchange gains in fiscal year 2025 due to fluctuations in the foreign currency exchange rates for both the Euro and the U.S. Dollar against the Pound Sterling.
Provision for Income Taxes
The provision for income taxes was 10.5% and 23.9% of income before income taxes for the fiscal years ended August 31, 2025 and 2024, respectively. Descriptions of impacts on our effective income tax rate are incorporated by reference to Part IV-Item 15, "Exhibits, Financial Statement Schedules" Note 15 -Income Taxes, included in this report.
Net Income
Net income was $91.0 million, or $6.69 per common share on a fully diluted basis, for fiscal year 2025 compared to $69.6 million, or $5.11 per common share on a fully diluted basis, for the prior fiscal year.
Fiscal Year Ended August 31, 2024 Compared to Fiscal Year Ended August 31, 2023
For discussion related to changes in financial condition and the results of operations for fiscal year 2024 compared to fiscal year 2023, refer to Part II-Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, which was filed with the SEC on October 21, 2024.
Performance Measures and Non-GAAP Reconciliations
In managing our business operations and assessing our financial performance, we supplement the information provided by our financial statements with certain non-GAAP performance measures. These performance measures are part of our current 55/30/25 business model, which includes gross margin, cost of doing business, and Adjusted EBITDA (defined below), the latter two of which are non-GAAP performance measures. Cost of doing business is defined as total operating expenses less amortization of definite-lived intangible assets, impairment charges related to intangible assets, amortization of implementation costs associated with cloud computing arrangements ("cloud computing amortization") and depreciation in operating departments. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation, amortization of definite-lived intangible assets, and cloud computing amortization.
We target our gross margin to be 55% of net sales, our cost of doing business to be 30% of net sales, and our Adjusted EBITDA to be 25% of net sales. Results for these performance measures may vary from period to period depending on
various factors, including economic conditions such as the inflationary environment we have experienced in the last several fiscal years, and our level of investment in activities for the future such as those related to quality assurance, regulatory compliance, information technology, sustainability, and intellectual property protection in order to safeguard our WD-40 brand. Our targets for gross margin, cost of doing business and Adjusted EBITDA are long-term in nature. We expect to make progress towards our cost of doing business and Adjusted EBITDA targets over time. Progression towards our cost of doing business and Adjusted EBITDA targets may be challenged as we continue to divest certain of our homecare and cleaning product businesses, due to the low level of operating expenses associated with these businesses. Despite these potential challenges, we intend to focus our resources and proceeds from the sale of those brands on growing our higher growth and higher gross margin core business.
The following table summarizes the results of these performance measures:
| Fiscal Year Ended August 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Gross margin - GAAP | 55 | % | 53 | % | 51 | % | |||||||||||
| Cost of doing business as a percentage of net sales - non-GAAP | 37 | % | 36 | % | 33 | % | |||||||||||
|
Adjusted EBITDA as a percentage of net sales - non-GAAP (1)
|
18 | % | 18 | % | 18 | % | |||||||||||
(1)Percentages may not aggregate to Adjusted EBITDA percentage due to rounding and because amounts recorded in other income (expense), net on our consolidated statements of operations are not included as an adjustment to earnings in the Adjusted EBITDA calculation.
We use the performance measures above to establish financial goals and to gain an understanding of our comparative performance from period to period. We believe that these measures provide our stockholders with additional insights into how we run our business. We believe these measures also provide investors with additional financial information that should be considered when assessing our underlying business performance and trends. These non-GAAP financial measures are supplemental in nature and should not be considered in isolation or as alternatives to net income, income from operations or other financial information prepared in accordance with GAAP as indicators of our performance or operations. The use of any non-GAAP measure may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies. Reconciliations of these non-GAAP financial measures to our financial statements as prepared in accordance with GAAP are as follows:
Cost of Doing Business(in thousands, except percentages):
| Fiscal Year Ended August 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Total operating expenses - GAAP | $ | 237,550 | $ | 218,876 | $ | 184,496 | |||||||||||
|
Amortization (1) (in operating departments)
|
(1,868) | (2,327) | (1,005) | ||||||||||||||
| Depreciation (in operating departments) | (3,634) | (4,112) | (4,147) | ||||||||||||||
| Cost of doing business | $ | 232,048 | $ | 212,437 | $ | 179,344 | |||||||||||
| Net sales | $ | 619,985 | $ | 590,557 | $ | 537,255 | |||||||||||
| Cost of doing business as a percentage of net sales - non-GAAP | 37 | % | 36 | % | 33 | % | |||||||||||
(1) Includes amortization of definite-lived intangible assets and cloud computing amortization.
Adjusted EBITDA(in thousands, except percentages):
| Fiscal Year Ended August 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Net income - GAAP | $ | 90,994 | $ | 69,644 | $ | 65,993 | |||||||||||
| Provision for income taxes | 10,632 | 21,864 | 19,170 | ||||||||||||||
| Interest income | (517) | (474) | (231) | ||||||||||||||
| Interest expense | 3,441 | 4,287 | 5,614 | ||||||||||||||
|
Amortization (1)(2)
|
2,254 | 2,327 | 1,005 | ||||||||||||||
|
Depreciation(2)
|
7,622 | 8,350 | 7,146 | ||||||||||||||
| Adjusted EBITDA | $ | 114,426 | $ | 105,998 | $ | 98,697 | |||||||||||
| Net sales | $ | 619,985 | $ | 590,557 | $ | 537,255 | |||||||||||
| Adjusted EBITDA as a percentage of net sales - non-GAAP | 18 | % | 18 | % | 18 | % | |||||||||||
(1) Includes amortization of definite-lived intangible assets and cloud computing amortization.
(2) Includes amortization and depreciation presented in both cost of products sold and operating departments.
Adjusted EPS
During the second quarter of fiscal year 2025 we released a previously unrecognized tax benefit associated with the Tax Cuts and Jobs Act of 2017 mandatory "toll tax" on unremitted foreign earnings. This item is infrequent in nature and not reflective of the underlying operational results of our business. We have included a non-GAAP measure of Adjusted EPS which is defined as diluted EPS less benefits associated with this toll tax on unremitted earnings.
The following is a reconciliation of diluted EPS to Adjusted EPS:
|
Fiscal Year Ended August 31,
|
|||||||||||||||||
| 2025 | 2024 |
2023
|
|||||||||||||||
| Diluted EPS - GAAP | $ | 6.69 | $ | 5.11 | $ | 4.83 | |||||||||||
|
Release of Uncertain Tax Position - Tax Cut and Jobs Act(1)
|
(0.87) | - | - | ||||||||||||||
| Adjusted diluted EPS - Non-GAAP | $ | 5.82 | $ | 5.11 | $ | 4.83 | |||||||||||
(1) Includes the tax impact on adjustment
Liquidity and Capital Resources
Overview
Our financial condition and liquidity remain strong. Although there continues to be uncertainty related to adverse global economic conditions, volatility in financial markets, the current inflationary environment and their impacts on our future results, we believe our efficient business model positions us to manage our business through such situations. We continue to manage all aspects of our business including, but not limited to, monitoring our liquidity, the financial health of our customers, suppliers and other third-party relationships, implementing gross margin enhancement strategies and developing new opportunities for growth.
Our principal sources of liquidity are cash generated from operations and cash currently available from our existing unsecured revolving credit facility under the Credit Agreement with Bank of America, N.A. We use the revolving credit facility primarily for our general working capital needs. We also hold borrowings under the Note Agreement. See Note 10 - Debt, incorporated by reference to Part IV-Item 15, "Exhibits, Financial Statement Schedules" for additional information on these agreements.
We have historically held a balance of outstanding draws on our line of credit in either U.S. Dollars in the Americas segment or in Euros and Pounds Sterling in the EIMEA segment. Euro and Pound Sterling denominated draws fluctuate in U.S. Dollars from period to period due to changes in foreign currency exchange rates. We regularly convert many of our draws on our line of credit to new draws with new maturity dates and interest rates. We have the ability to refinance any draws under the line of credit with successive short-term borrowings through the April 30, 2029 maturity date of the Credit
Agreement. Outstanding draws for which we have 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. As of August 31, 2025, $21.0 million of this facility was classified as long-term and was entirely denominated in Euros. In the United States, we held $66.0 million in fixed rate long-term borrowings as of August 31, 2025, consisting of senior notes under our Note Agreement. We paid $0.8 million in principal payments on our Series A Notes during fiscal year 2025. There were no other letters of credit outstanding or restrictions on the amount available on our line of credit or notes. Per the terms of both the Note Agreement and the Credit Agreement, our consolidated leverage ratio cannot be greater than three and a half to one and our consolidated interest coverage ratio cannot be less than three to one. See Note 10 - Debt, incorporated by reference to Part IV-Item 15, "Exhibits, Financial Statement Schedules" for additional information on these financial covenants. At August 31, 2025, we were in compliance with all material debt covenants. We continue to monitor our compliance with all debt covenants and, at the present time, we believe that the likelihood of being unable to satisfy all material covenants is remote. At August 31, 2025, we had a total of $58.1 million in cash and cash equivalents. We do not foresee any ongoing issues with repaying our borrowings and we closely monitor the use of this credit facility.
We believe that our future cash from domestic and international operations, together with our access to funds available under our unsecured revolving credit facility, will provide adequate resources to fund short-term and long-term operating requirements, capital expenditures, dividend payments, acquisitions, new business development activities and share repurchases.
On June 16, 2025, the Board approved the extension of the expiration date to August 31, 2026 for the 2023 Repurchase Plan, which became effective on September 1, 2023 and was set to expire August 31, 2025. We are authorized to acquire up to $50.0 million of our outstanding shares through August 31, 2026, of which $29.6 million remained available for the repurchase of shares of common stock as of August 31, 2025.
Cash Flows
The following table summarizes our cash flows by category for the periods presented (in thousands):
| Fiscal Year Ended August 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Net cash provided by operating activities | $ | 87,925 | $ | 92,034 | $ | 98,391 | |||||||||||
| Net cash used in investing activities | (2,388) | (9,735) | (6,216) | ||||||||||||||
| Net cash used in financing activities | (74,116) | (83,936) | (85,048) | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 10 | 193 | 3,173 | ||||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | 11,431 | $ | (1,444) | $ | 10,300 | |||||||||||
Operating Activities
Net cash provided by operating activities decreased $4.1 million to $87.9 million for fiscal year 2025. Cash flows from operating activities depend heavily on operating performance and changes in working capital. Our primary source of operating cash flows for fiscal year ended August 31, 2025 was net income of $91.0 million, which increased $21.4 million from period to period, primarily due to the release of the uncertain tax position in the second quarter of fiscal year 2025 that resulted in a net benefit of $11.9 million, as discussed in Note 15 - Income Taxes, incorporated by reference to Part IV-Item 15, "Exhibits, Financial Statement Schedules" to the consolidated financial statements.
Changes in our working capital decreased net cash provided by operating activities by $10.5 million for the fiscal year 2025, compared to a $4.6 million increase in the prior fiscal year. This unfavorable $15.1 million net change in working capital was primarily due to changes in inventory, other assets, and accrued payroll. Increases in inventory balances decreased net cash provided by operating activities by $11.6 million, most significantly in the EIMEA segment primarily due to the onboarding of new packagers to support new regional expansion and distribution. As a result of this expansion, we are carrying higher inventory balances than in prior periods in order to support anticipated demand. Changes in other asset balances decreased working capital by $9.1 million, primarily due to a $4.1 million increase in taxes receivable from timing of tax payments as well as a $3.2 million increase in assets related to cloud computing arrangements. In addition, net cash provided by operating activities decreased by $7.0 million due to significantly lower accruals for earned incentive compensation in fiscal year 2025 as compared to fiscal year 2024.
These unfavorable changes in working capital were partially offset by favorable changes in trade and other accounts receivable balances of $15.8 million primarily due to the timing of collection of payments from customers in the United States.
Investing Activities
Net cash used in investing activities decreased $7.3 million to $2.4 million for fiscal year 2025 primarily due to the prior year acquisition of a Brazilian distributor for $6.2 million as we shifted from an indirect distribution model to a direct model in the fiscal year 2024. In addition, proceeds of $1.7 million from the sale of our homecare and cleaning product business in the EIMEA segment in fiscal year 2025 decreased net cash used in investing activities.
Financing Activities
Net cash used in financing activities decreased $9.8 million to $74.1 million for fiscal year 2025. This decrease is primarily due to lower net repayments on our revolving credit facility of $17.5 million. This decrease in net cash used in financing activity was partially offset by an increase of $4.2 million in treasury stock purchases and an increase in dividends paid to our stockholders of $3.1 million.
Effect of Exchange Rate Changes
All of our foreign subsidiaries currently operate in currencies other than the U.S. Dollar and a significant portion of our consolidated cash balance is denominated in these foreign functional currencies, particularly at our U.K. subsidiary. As a result, our cash and cash equivalents balances are subject to the effects of the fluctuations in these functional currencies against the U.S. Dollar at the end of each reporting period. The net effect of exchange rate changes on cash and cash equivalents, when expressed in U.S. Dollar terms was not significant in both fiscal years 2025 and 2024, and was an increase in cash of $3.2 million in fiscal year 2023. These changes were primarily due to fluctuations in various foreign currency exchange rates from period to period, but the majority is related to the fluctuations in the Euro against the U.S. Dollar.
Cash Flows
Fiscal Year Ended August 31, 2024 Compared to Fiscal Year Ended August 31, 2023
For discussion related to changes in the consolidated statements of cash flows for fiscal year 2024 compared to fiscal year 2023, refer to Part II-Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, which was filed with the SEC on October 21, 2024.
Share Repurchase Plans
The information required by this item is incorporated by reference to Part IV-Item 15, "Exhibits, Financial Statement Schedules" Note 11 - Share Repurchase Plan, included in this report.
Dividends
We have historically paid regular quarterly cash dividends on our common stock. On December 11, 2024, our Board approved a 7% increase in the regular quarterly cash dividend, increasing it from $0.88 per share to $0.94 per share. On October 9, 2025, our Board declared a cash dividend of $0.94 per share payable on October 31, 2025 to stockholders of record at the close of business on October 20, 2025. Our ability to pay dividends could be affected by future business performance, liquidity, capital needs, alternative investment opportunities and loan covenants.
Contractual Obligations
We hold borrowings under our Note Purchase and Private Shelf Agreement with fixed repayment requirements and under a Revolving Credit Facility that has variable underlying interest rates. For additional details on these borrowings, including ability and intent assessment on our credit facility agreement with Bank of America, N.A., refer to the information set forth in Part IV-Item 15, "Exhibits, Financial Statement Schedules", Note 10 -Debt.
We have ongoing relationships with various suppliers (contract manufacturers) that manufacture the Company's products, and third-party distribution centers that warehouse and ship the Company's products to customers as well as adhere to certain minimum purchase obligations with these contract manufacturers. For additional details on these purchase commitments, refer to the information set forth in Part IV-Item 15, "Exhibits, Financial Statement Schedules" Note 14 -Commitments and Contingencies.
We have also recorded a liability for uncertain tax positions. For details on our uncertain tax positions, refer to the information set forth in Part IV-Item 15, "Exhibits, Financial Statement Schedules" Note 15 -Income Taxes.
Critical Accounting Estimates
Our results of operations and financial condition, as reflected in our consolidated financial statements, have been prepared in accordance with accounting principles generally accepted in the United States of America. Preparation of financial statements requires us to make estimates and assumptions affecting the reported amounts of assets, liabilities, revenues and expenses and the disclosures of contingent assets and liabilities. We use historical experience and other relevant factors when developing estimates and assumptions and these estimates and assumptions are continually evaluated. The accounting estimates discussed below are the ones we consider to be most critical to an understanding of our consolidated financial statements because their application places the most significant demands on our judgment. Our financial results may have varied from those reported had different assumptions been used or other conditions prevailed.
Revenue Recognition
Sales are recognized as revenue at a point in time upon transferring control of the 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. For certain of our sales we must make judgments and certain assumptions in order to determine when delivery has occurred. Through an analysis of end-of-period shipments for these particular sales, we estimate the time of transit and delivery of product to our customers to determine whether revenue should be recognized during the current reporting period for such shipments. Differences in judgments or estimates related to the lengthening or shortening of the estimated delivery time used could result in material differences in the timing of revenue recognition.
In determining the transaction price, management evaluates whether the price is subject to refunds or adjustments related to variable consideration to determine the net consideration to which we expect to be entitled. We record estimates of variable consideration as a reduction of sales in the consolidated statements of operations. Variable consideration 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 our customers for failing to adhere to contractual obligations), coupon offers, cash discount allowances, and sales returns. 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 and 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. We review our assumptions and adjust these estimates accordingly on a quarterly basis. Our consolidated financial statements could be materially impacted if the actual promotion rates are different from the estimated rates. If our accrual estimates for sales incentives at August 31, 2025 were to differ by 10%, the impact on net sales would be approximately $1.2 million.
Recently Issued Accounting Standards
Information on Recently Issued Accounting Standards that could potentially impact our consolidated financial statements and related disclosures is incorporated by reference to Part IV-Item 15, "Exhibits, Financial Statement Schedules" Note 2 - Basis of Presentation and Summary of Significant Accounting Policies, included in this report.
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