As used in this report, the terms "we," "our," and "us" refer to WD-40 Company and its wholly-owned subsidiaries, unless the context suggests otherwise. Amounts and percentages in tables and discussions may not total due to rounding.

The following information is provided as a supplement to, and should be read in conjunction with, the unaudited condensed consolidated financial statements and notes thereto included in Part I-Item 1 of this Quarterly Report and the audited consolidated financial statements and notes thereto and 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, 2022, which was filed with the Securities and Exchange Commission ("SEC") on October 24, 2022.

Use of Non-GAAP Constant Currency

In order to show the impact of changes in foreign currency exchange rates on our results of operations, we have included constant currency disclosures, where necessary, in the Overview and Results of Operations sections which follow. Constant currency disclosures represent the translation of our current fiscal year revenues, expenses and net income from the functional currencies of our subsidiaries to U.S. Dollars using the exchange rates in effect for the corresponding period of the prior fiscal year. Results on a constant currency basis are not in accordance with accounting principles generally accepted in the United States of America ("non-GAAP") and should be considered in addition to, not as a substitute for, results prepared in accordance with U.S. GAAP. We use results on a constant currency basis as one of the measures to understand our operating results and evaluate our performance in comparison to prior periods in order to enhance the visibility of the underlying business trends, excluding the impact of translation arising from foreign currency exchange rate fluctuations. Management believes this non-GAAP financial measure provides investors with additional financial information that should be considered when assessing our underlying business performance and trends. However, reference to constant currency basis should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with U.S. GAAP.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain forward-looking statements. This report contains forward-looking statements, which reflect our current views with respect to future events and financial performance. These forward-looking statements are generally identified with words such as "believe," "expect," "intend," "plan," "could," "may," "aim," "anticipate," "target," "estimate" and similar expressions.

These forward-looking statements include, but are not limited to, discussions about future financial and operating results, including: growth expectations for maintenance products; expected levels of promotional and advertising spending; anticipated input costs for manufacturing and the costs associated with distribution of our products; plans for and success of product innovation, the impact of new product introductions on the growth of sales; anticipated results from product line extension sales; expected tax rates and the impact of tax legislation and regulatory action; the length and severity of the current COVID-19 pandemic and its impact on the global economy and our financial results; changes in the political conditions or relations between the United States and other nations, the impacts from inflationary trends and supply chain constraints; and forecasted foreign currency exchange rates and commodity prices. We undertake no obligation to revise or update any forward-looking statements.

Actual events or results may differ materially from those projected in forward-looking statements due to various factors, including, but not limited to, those identified in Part I-Item 1A, "Risk Factors," in our Annual Report on

Form 10-K for the fiscal year ended August 31, 2022, and in Part II-Item 1A, "Risk Factors" of this Quarterly Report on Form 10-Q.

Overview

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. We own a wide range of well-known brands that include maintenance products and homecare and cleaning



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products: WD-40® Multi-Use Product, WD-40 Specialist®, 3-IN-ONE®, GT85®, X-14®, 2000 Flushes®, Carpet Fresh®, no vac®, Spot Shot®, 1001®, 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, the Middle East and Africa. Homecare and cleaning products are sold primarily in North America, the United Kingdom ("U.K.") and Australia. We sell our products 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.

Highlights

The following summarizes the financial and operational highlights for our business during the three months ended November 30, 2022:

?Consolidated net sales decreased $9.8 million, or 7%, compared to the corresponding period of the prior fiscal year. Increases in the average selling price of our products positively impacted net sales by approximately $26.3 million from period to period, primarily due to sales price increases implemented across all segments over the last twelve months. These favorable impacts were more than offset by decreases in sales volume, which unfavorably impacted net sales by approximately $26.6 million from period to period. 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 an unfavorable impact of $9.5 million on consolidated net sales for the first quarter of fiscal year 2023. On a constant currency basis, net sales would have decreased less than 1% from period to period. This unfavorable impact from changes in foreign currency exchange rates mainly came from our EMEA segment, which accounted for 33% of our consolidated sales for the three months ended November 30, 2022.

?Gross profit as a percentage of net sales increased to 51.4% compared to 50.8% for the corresponding period of the prior fiscal year primarily due to the positive impacts of price increases implemented over the last twelve months, offset by ongoing global supply chain challenges, including the increased cost of raw materials and constraints that began during the COVID-19 pandemic. These ongoing challenges have resulted in increased inflation rates globally. See the Impact of COVID-19 on Our Business section which follows for details, including actions the Company continues to take in response to these challenges.

?Consolidated net income decreased $4.6 million, or 25%, compared to the corresponding period of the prior fiscal year. Changes in foreign currency exchange rates from period to period had an unfavorable impact of $1.2 million on consolidated net income for the first quarter of fiscal year 2023. Thus, on a constant currency basis, net income would have decreased $3.3 million, or 18%, from period to period.

?Diluted earnings per common share were $1.02 versus $1.34 in the prior fiscal year period.

Our strategic initiatives and the areas where we will continue to focus our time, talent and resources in future periods include: (i) building a business for the future; (ii) attracting, developing and engaging outstanding tribe members; (iii) striving for operational excellence; (iv) growing WD-40 Multi-Use Product; (v) growing WD-40 Specialist product line; and (vi) expanding and supporting portfolio opportunities that help us grow.

Significant Developments

Impact of COVID-19 on Our Business

Our financial results and operations continue to be impacted by the COVID-19 pandemic that began during our fiscal year 2020. The ongoing COVID-19 pandemic has impacted global economies, the rate of inflation, supply chains, distribution networks and consumer behavior around the world. We have experienced both favorable and unfavorable impacts to our financial results and our operations as a result of the direct and indirect effects of the COVID-19 pandemic. For example, sales have been negatively impacted at varying times in the regions in which we operate due to health and safety restrictions



                                       19

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required by local governmental authorities. Such restrictions continue to sporadically impact various regions, particularly in certain countries within our Asia-Pacific segment. Fluctuations in global economic conditions may impact end-user demand for our products in certain regions at varying times and are difficult to predict. These changes in demand may significantly impact our financial results from period to period.

In addition, global supply chain issues have resulted in increased raw material costs and other input costs, higher competition for freight resources, and labor constraints within manufacturing and distribution networks. This inflationary environment started to negatively impact our gross margin and financial results in fiscal year 2021 and these trends have continued to increase our cost of goods sold since that time. Some of the supply chain challenges that we have experienced in recent fiscal years include general aerosol production capacity constraints and competition for such capacity by other companies who also utilize third-party manufacturers for their aerosol production. These challenges have periodically resulted in us not being able to meet demand for our products by customers and end-users in certain markets at various times. We have continued to actively manage periodic supply chain constraints and transportation disruptions and implement various initiatives with our existing third-party manufacturers as well as identifying and onboarding new third-party manufacturers, particularly in the Americas and EMEA segments. In addition, we have taken actions to increase inventory levels of certain raw materials, components and finished goods, given the current challenges within supply chain and increased lead times required by suppliers. As a result of these initiatives, we experienced increases in the capacity and flexibility of our supply chain throughout fiscal year 2022 and this has improved further as we have started our fiscal year 2023, particularly in the Americas segment. Although we are not able to estimate the costs or impacts associated with potential future supply chain disruptions, we believe that the changes we continue to implement as a result of the pandemic will have a positive lasting impact on our ability to better manage any future disruptions. However, some of the additional costs resulting from these recent supply chain constraints, including costs resulting from maintenance of higher inventory levels, as well as the inflationary environment that is impacting our raw material costs, are expected to unfavorably impact our cost of goods sold for as long as such conditions exist.

To offset the unfavorable impact of increased costs to our gross margin, price increases have been implemented across all of our markets and geographies in fiscal year 2022 and in the first fiscal quarter of 2023 and we intend to implement further price increases in certain regions for the remainder of fiscal year 2023. Although we are seeing the favorable impacts of these price increases, sales volumes are often impacted unfavorably in the short term as customers and end users adjust to increased sales prices. The severity and duration of the COVID-19 pandemic and its effects on our supply chain, changes in end-user demand and the current inflationary environment remain uncertain and it is not possible to estimate the extent to which these conditions will impact our financial results and operations in future periods.

See our risk factors disclosed in Part I-Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the fiscal year ended August 31, 2022, which was filed with the SEC on October 24, 2022 for further information on risks associated with pandemics, including COVID-19.

The Impact of Russian Military Action in Ukraine

On February 24, 2022, Russian forces launched significant military action against Ukraine, which has resulted in conflict and disruption in the region. In response to this action taken by Russia, the U.S. and other countries immediately imposed various economic sanctions against Russia. These geopolitical tensions continued throughout the first quarter of fiscal year 2023 and this event has continued to impact global economies, particularly in Europe. It is uncertain when conditions will improve or whether additional governmental sanctions will be enacted in future periods. The direct and indirect impacts of this evolving situation and its effect on global economies in future periods are difficult to predict. We suspended selling our products to markets in Russia and Belarus beginning in March 2022, which had an unfavorable impact on our sales. In addition, we were temporarily unable to sell our products in Ukraine due to the disruption in the country, but sales to Ukraine resumed in the first quarter of fiscal year 2023. Prior to the suspension of sales in Russia and Belarus, our net sales to these two regions were approximately 3% to 4% of consolidated net sales, the majority of which is related to Russia. We do not have facilities, third-party manufacturing partners, employees or inventory in these affected regions. Additionally, the only activities we conducted in these regions prior to the suspension of sales were through local marketing distributors. Write-offs of previously existing accounts receivable from those marketing distributors affected by the crisis have not been significant to date and are not expected to become significant in future periods.

As a result of this conflict, commodity markets remain subject to heightened levels of uncertainty, especially as they relate to the price of crude oil, which increased significantly in the immediate aftermath of the sanctions against Russia. Increases



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in crude oil prices unfavorably impact the cost of our products, as well as the cost of the transportation and distribution of our products. The length and severity of the recent increases in the price of crude oil are highly unpredictable and may unfavorably impact our cost of goods sold for as long as these conditions exist.

Results of Operations

Three Months Ended November 30, 2022 Compared to Three Months Ended November 30,


                                      2021

Operating Items

The following table summarizes operating data for our consolidated operations (in thousands, except percentages and per share amounts):



                                Three Months Ended November 30,
                                                      Change from
                                                      ?Prior Year
                              2022        2021      Dollars  Percent
Net sales:
Maintenance products       $   116,312  $ 126,030  $ (9,718)     (8)%
HCCP (1)                         8,581      8,716      (135)     (2)%
Total net sales                124,893    134,746    (9,853)     (7)%
Cost of products sold           60,638     66,276    (5,638)     (9)%
Gross profit                    64,255     68,470    (4,215)     (6)%
Operating expenses              45,576     44,410      1,166       3%
Income from operations     $    18,679  $  24,060  $ (5,381)    (22)%
Net income                 $    13,997  $  18,555  $ (4,558)    (25)%
EPS - diluted              $      1.02  $    1.34  $  (0.32)    (24)%
Shares used in diluted EPS      13,609     13,752      (143)     (1)%

(1)Homecare and cleaning products ("HCCP")

Net Sales by Segment



The following table summarizes net sales by segment (in thousands, except
percentages):

                  Three Months Ended November 30,
                                        Change from
                                        ?Prior Year
                2022       2021      Dollars   Percent
Americas     $   58,014  $  56,288  $    1,726       3%
EMEA             40,772     57,555    (16,783)    (29)%
Asia-Pacific     26,107     20,903       5,204      25%
Total        $  124,893  $ 134,746  $  (9,853)     (7)%



?

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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):

                                           Three Months Ended November 30,
                                                                    Change from
                                                                    ?Prior Year
                                 2022            2021         Dollars        Percent
Maintenance products         $      53,571   $     51,984   $      1,587              3%
HCCP                                 4,443          4,304            139              3%
Total                        $      58,014   $     56,288   $      1,726              3%
% of consolidated net sales            46%            42%

CC Net sales - non-GAAP (1)  $      58,179   $     56,288   $      1,891              3%
Currency impact on current
period - non-GAAP            $       (165)

(1)Current fiscal year constant currency ("CC") net sales translated at the foreign currency exchange rates in effect for the corresponding period of the prior fiscal year, compared to prior period actual net sales.

Increases in the average selling price of our products positively impacted net sales by approximately $13.6 million in the Americas segment, primarily due to sales price increases implemented over the last twelve months. These favorable impacts were offset by a decrease in sales volume which unfavorably impacted net sales by approximately $11.7 million from period to period. Changes to 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 - Three Months Ended - November 30, 2022 Compared to November 30, 2021

Net sales of maintenance products in the Americas segment increased due to the following:

?United States ("U.S.") sales increased $5.6 million, or 15%, primarily due to increased sales of WD-40 Specialist, WD-40 Multi-Use Product and 3-IN-ONE products. WD-40 Specialist products are sourced at certain third-party manufacturers that were impacted significantly by global supply chain constraints in the prior period. However, adjustments we have made in our supply chain to increase the production capacity of our most significant products, including WD-40 Specialist, improved the availability of these products from period to period. WD-40 Specialist sales increased by $2.9 million, or 85%, primarily due to these improvements that resulted in increased sales volume, as well as price increases implemented during the last twelve months. WD-40 Multi-Use Product sales increased by $1.6 million, or 5%, primarily due to price increases from period to period, as well as our improved supply chain capacity. Although these price increases and improved supply chain capacity positively impacted sales of WD-40 Multi-Use Product, the overall impact was significantly offset by a lower level of customer orders and promotional programs as customers adjust to the price increases, which resulted in decreased sales volume. 3-IN-ONE product sales increased by $1.1 million, or 71%, primarily due to improved supply chain capacity and price increases from period to period. ?Latin America sales decreased $4.1 million, or 31%, primarily due to the timing of marketing distributor orders from period to period. Sales were unfavorably impacted due to marketing distributors purchasing a higher level of our product in advance of a price increase that went into effect in late fiscal year 2022, which lowered purchases from these customers during the first quarter of fiscal year 2023. Conversely, sales in the first quarter of fiscal year 2022 were favorably impacted due to significant purchase activity in advance of an earlier price increase that went into effect in November 2021. ?Canada sales remained relatively consistent period over period primarily due to the favorable impact of price increases which were mostly offset by unfavorable changes in foreign currency exchanges rates and weaker economic conditions that resulted in lower levels of demand.




?

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Net sales of homecare and cleaning products in the Americas increased primarily due to the following:

?The favorable impact of price increases and the improvement in the capacity and flexibility of our supply chain, which were partially offset by lower demand for certain brands from period to period. ?While each of our homecare and cleaning products have continued to generate positive cash flows, we have generally experienced flat or slightly decreased sales for many of these products in recent periods.

For the three months ended November 30, 2022, 78% of sales came from the U.S., and 22% of sales came from Canada and Latin America combined compared to the distribution for the three months ended November 30, 2021 when 70% of sales came from the U.S., and 30% of sales came from Canada and Latin America.

EMEA Sales



The following table summarizes net sales by product line for the EMEA segment,
which includes Europe, the Middle East, Africa and India (in thousands, except
percentages):

                                                  Three Months Ended November 30,
                                                                        Change from
                                                                        ?Prior Year
                                                2022        2021     Dollars   Percent
Maintenance products                         $    38,729  $ 55,443  $ (16,714)    (30)%
HCCP                                               2,043     2,112        (69)     (3)%
Total (1)                                    $    40,772  $ 57,555  $ (16,783)    (29)%
% of consolidated net sales                          33%       43%

CC Net sales - non-GAAP (2)                  $    48,787  $ 57,555  $  (8,768)    (15)%

Currency impact on current period - non-GAAP $ (8,015)

(1)While our reporting currency is the U.S. Dollar, the functional currency of our U.K. subsidiary, the entity in which the EMEA results are generated, is Pound Sterling. Although the functional currency of this subsidiary is Pound Sterling, approximately 50% of its sales are generated in Euro and approximately 15% are generated in U.S. Dollar. As a result, the Pound Sterling sales and earnings for the EMEA segment can be negatively or positively impacted from period to period upon translation from these currencies depending on whether the Euro and U.S. Dollar are weakening or strengthening against the Pound Sterling. (2)Current fiscal year constant currency net sales translated at the foreign currency exchange rates in effect for the corresponding period of the prior fiscal year, compared to prior period actual net sales.

Increases in the average selling price of our products positively impacted net sales by approximately $9.5 million in the EMEA segment, primarily due to sales price increases implemented over the last twelve months. These favorable impacts were more than offset by decreases in sales volume, which unfavorably impacted net sales by approximately $18.3 million from period to period. Of this $18.3 million impact attributable to volume declines, $5.0 million relates to our suspension of sales in Russia discussed below. Changes to 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. In addition, changes in foreign currency exchange rates had an unfavorable impact of $8.0 million on net sales for the first quarter of fiscal year 2023.

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) and the Germanics sales region (which includes Austria, Denmark, Switzerland, Belgium and the Netherlands). The regions in the EMEA segment where we sell through local distributors include the Middle East, Africa, India, Eastern and Northern Europe.




?

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EMEA Sales - Three Months Ended - November 30, 2022 Compared to November 30, 2021

Net sales decreased in the EMEA segment primarily due to the following:

Direct Markets - EMEA (70% of net sales QTD FY2023 vs 63% QTD FY2022)



?Sales in our direct markets decreased $7.7 million, or 21%, primarily due to
unfavorable changes in foreign currency exchanges rates of $5.7 million as a
result of the weakening of the Pound Sterling, the functional currency of our
U.K. subsidiary, against the U.S. Dollar.
?Direct market sales also decreased due to lower levels of customer orders of
maintenance products in France, Iberia, Germany, Italy and the United Kingdom,
partially offset by the favorable impact of price increases from period to
period.
?In most direct markets, these volume decreases were due to reduced demand
compared to the prior period, driven by weaker market and economic conditions as
well as a lower level of customer orders and promotional programs as customers
adjust to these price increases implemented in late fiscal year 2022 and first
quarter of fiscal year 2023.

Marketing Distributors - EMEA (30% of net sales QTD FY2023 vs 37% QTD FY2022)



?Distributor market sales decreased $9.1 million, or 43%, in EMEA markets
wherein we utilize a marketing distributor model ("distributor markets"), in
which products are sold to marketing distributors who in turn sell to
wholesalers and retailers.
?Sales in Russia decreased $5.0 million from period to period due to the ongoing
effects of the Russian military action in Ukraine. See The Impact of Russian
Military Action in Ukraine described in the "Significant Developments" section
above for further information regarding the suspension of our sales to Russian
markets.
?In addition, sales in our distributor markets were unfavorably impacted by $2.3
million due to the weakening of the Pound Sterling, the functional currency of
our U.K. subsidiary, against the U.S. Dollar. However, this unfavorable impact
to sales in distributor markets was partially offset by the favorable impacts of
certain sales denominated in currencies other than the Pound Sterling, which
strengthened against the Pound Sterling from period to period.
?Sales in distributor markets also decreased due to lower sales volumes of
maintenance products in most distributor markets, particularly Poland and India,
which were down $1.1 million and $1.0 million, respectively.
?The decreases in distributor market sales were partially offset by price
increases implemented over the last twelve months.

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):



                                            Three Months Ended November 30,
                                                                        Change from
                                                                        ?Prior Year
                                 2022                 2021         Dollars       Percent
Maintenance products         $      24,012        $     18,603   $      5,409           29%
HCCP                                 2,095               2,300          (205)          (9)%
Total                        $      26,107        $     20,903   $      5,204           25%
% of consolidated net sales            21%                 15%

CC Net sales - non-GAAP (1)  $      27,469        $     20,903   $      6,566           31%
Currency impact on current
period - non-GAAP            $     (1,362)

(1)Current fiscal year constant currency ("CC") net sales translated at the foreign currency exchange rates in effect for the corresponding period of the prior fiscal year, compared to prior period actual net sales.



                                       24

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Increases in the average selling price of our products positively impacted net sales by approximately $3.1 million in the Asia-Pacific segment, primarily due to sales price increases implemented over the last twelve months. In addition, an increase in sales volume favorably impacted net sales by approximately $3.5 million from period to period. Changes to 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. Changes in foreign currency exchange rates had an unfavorable impact of $1.4 million on net sales for the first quarter of fiscal year 2023.

Asia-Pacific Sales - Three Months Ended - November 30, 2022 Compared to November 30, 2021

Net sales in the Asia-Pacific segment increased primarily due to the following:

?Asia distributor markets sales increased $3.8 million, or 41%, primarily due to higher sales of WD-40 Multi-Use Product as a result of successful promotional programs and the continued easing of COVID-19 lockdown measures, which resulted in increased demand and higher sales in most countries in the region. In addition, net sales increased due to the favorable impact of price increases from period to period, as well as customers purchasing product in advance of anticipated additional price increases. ?China sales increased $1.3 million, or 22%, due to the success of promotional programs in the first quarter of fiscal year 2023. Sales were also favorably impacted by the timing of shipments related to customer orders placed in late fiscal year 2022 resulting from a successful promotional program in that fiscal year; certain products related to these orders were not shipped until early fiscal year 2023. In addition, net sales increased due to the favorable impacts of price increases. These favorable impacts were partially offset by unfavorable changes in foreign currency exchange rates. On a constant currency basis, sales in China would have increased $2.0 million, or 34%. ?Australia sales remained consistent from period to period, as the favorable impact of price increases was almost completely offset by the unfavorable impact of changes in foreign currency exchange rates and decreased sales levels of homecare and cleaning products. On a constant currency basis, sales in Australia would have increased $0.7 million, or 12%.

Gross Profit

The following general information regarding the timing and nature of our product costs is important when assessing fluctuations in our gross margin from period to period:



?There is often a delay of one quarter or more 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;
?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 EMEA segment, the majority of our cost of goods sold is denominated in
Pound Sterling whereas sales are generated in Pound Sterling, Euro and the U.S.
Dollar. The strengthening or weakening of the Euro and U.S. Dollar against the
Pound Sterling may result in foreign currency related changes to the gross
margin percentage in the EMEA segment from period to period; and
?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 $4.2 million and $4.8 million for the three months ended November 30,
2022 and 2021, respectively.
?For further information pertaining to recent trends and economic conditions
affecting gross margin, please see the section titled "Significant
Developments".


?

                                       25

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The following table summarizes gross margin and gross profit (in thousands, except percentages):



                   Three Months Ended November 30,
                                    Change from
                2022       2021     ?Prior Year
Gross profit $   64,255  $ 68,470  $     (4,215)
Gross margin      51.4%     50.8%             60  bps (1)


(1)Basis points ("bps") change in gross margin.

Gross Margin - Three Months Ended - November 30, 2022 Compared to November 30, 2021

Gross margin increased 60 bps primarily due to the following favorable impacts, partially offset by unfavorable impacts:



Favorable/(Unfavorable)   Explanations
        860 bps           Sales price increases implemented in all three segments at
                          varying times during the last twelve months.
        90 bps            Changes in foreign currency exchange rates in the EMEA
                          segment.
        60 bps            Favorable sales mix and other miscellaneous mix impacts
       (360) bps          Higher costs of aerosol cans.
       (330) bps          Higher costs of specialty chemicals used in the
                          formulation of our products.
       (120) bps          Increases in miscellaneous other input costs.
       (100) bps          Higher filling fees paid to our third-party contract
                          manufacturers, primarily in the Americas segment.
       (80) bps           Higher warehousing, distribution and freight costs
                          associated with supply chain constraints as a result of
                          the ongoing COVID-19 pandemic, the worsening inflationary
                          environment and initiatives to increase production
                          capacity while these constraints exist.

Selling, General and Administrative ("SG&A") Expenses



                         Three Months Ended November 30,
                                                    Change from
                                                    ?Prior Year
(in thousands)     2022                 2021     Dollars   Percent
SG&A expenses  $     39,984           $ 38,423  $    1,561       4%
% of net sales        32.0%              28.5%

SG&A Expenses - Three Months Ended - November 30, 2022 Compared to November 30, 2021

The increase in SG&A expenses was primarily due to increases in travel and meeting expense of $2.1 million due to the reduction in travel restrictions related to COVID-19 from period to period, resulting in a higher level of travel and meetings by employees. In addition, employee-related costs increased by $1.0 million due increased headcount and annual compensation increases, which was partially offset by lower incentive compensation accruals. In addition, professional services fees increased $0.8 million in support of our strategic initiatives in the Americas and EMEA segments, as well as the ongoing implementation of our new information system and increased cloud-based software usage and license fees. Other miscellaneous expenses also increased $0.5 million from period to period. These increases to SG&A expenses were partially offset by changes in foreign currency exchange rates from period to period resulting in a decrease of $2.8 million in SG&A expenses.

We continued our research and development investment, the majority of which is associated with our maintenance products, in support of our focus on innovation and renovation of our products. Research and development costs were $1.3 million for both the three months ended November 30, 2022 and 2021. Our research and development team engages in consumer research, product development, current 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



                                       26

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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



                       Three Months Ended November 30,
                                                 Change from
                                                 ?Prior Year
(in thousands)    2022                2021    Dollars  Percent
A&P expenses   $     5,339           $ 5,624  $  (285)     (5)%
% of net sales        4.3%              4.2%

A&P Expenses - Three Months Ended - November 30, 2022 Compared to November 30, 2021

Although A&P expenses decreased from period to period, A&P expenses as a percentage of net sales remained relatively constant. The decrease in A&P expenses was primarily due to favorable changes in foreign currency exchange currency from period to period of $0.5 million primarily in the EMEA segment.

As a percentage of net sales, A&P expenses may fluctuate period to period based upon the type of marketing activities we employ and the period in which the costs are incurred. Total promotional costs recorded as a reduction to sales was $6.5 million and $6.9 million for three months ended November 30, 2022 and 2021, respectively. Therefore, our total investment in A&P activities totaled $11.8 million and $12.5 million for the three months ended November 30, 2022 and 2021, respectively.

Income from Operations by Segment



The following table summarizes income from operations by segment (in thousands,
except percentages):

                           Three Months Ended November 30,
                                                 Change from
                                                 ?Prior Year
                         2022        2021      Dollars  Percent
Americas              $    12,772  $  12,017  $     755       6%
EMEA                        6,283     14,213    (7,930)    (56)%
Asia-Pacific                9,617      7,302      2,315      32%
Unallocated corporate     (9,993)    (9,472)      (521)     (6)%
Total                 $    18,679  $  24,060  $ (5,381)    (22)%


Americas

Americas Operating Income - Three Months Ended - November 30, 2022 Compared to November 30, 2021

Income from operations for the Americas increased to $12.8 million, up $0.8 million, or 6%, due to a $1.7 million increase in sales and a higher gross margin, partially offset by higher operating expenses. Gross margin for the Americas segment increased from 48.7% to 50.7% primarily due to the favorable impact of price increases over the last twelve months, offset by increases in the costs of petroleum-based specialty chemicals, aerosol cans and filling fees at our third-party manufacturers due to inflationary impacts. In addition, higher warehousing, distribution and freight costs unfavorably impacted gross margin. The increase in operating expenses from period to period was primarily due to higher travel and meeting expense, as well as higher salary and other employee costs, offset by lower incentive compensation accruals. Operating income as a percentage of net sales increased from 21.3% to 22.0% period over period.




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EMEA

EMEA Operating Income - Three Months Ended - November 30, 2022 Compared to November 30, 2021

Income from operations for the EMEA segment decreased to $6.3 million, down $7.9 million, or 56%, primarily due to a $16.8 million decrease in sales and lower gross margin, partially offset by a decrease in operating expenses. Gross margin for the EMEA segment decreased from 51.5% to 50.6% primarily due to the combined unfavorable impacts of fluctuations in foreign currency exchange rates and the increased costs of aerosol cans and petroleum-based specialty chemicals. In addition, gross margin was also unfavorably impacted by increases in discounts provided to our customers, as well as increased warehousing, distribution and freight costs, due to supply chain constraints and inflationary impacts. These unfavorable impacts to gross margin were significantly offset by price increases that were implemented over the last twelve months. Operating expenses decreased $1.1 million primarily due to lower A&P expenses, and lower accrued incentive compensation, as well as lower freight costs as a result of lower sales volumes. Operating income as a percentage of net sales decreased from 24.7% to 15.4% period over period.

Asia-Pacific

Asia-Pacific Operating Income - Three Months Ended - November 30, 2022 Compared to November 30, 2021

Income from operations for the Asia-Pacific segment increased to $9.6 million, up $2.3 million, or 32%, primarily due to a $5.2 million increase in sales, partially offset by an increase in operating expenses. Gross margin for the Asia-Pacific segment decreased slightly from 54.5% to 54.4% primarily due to the unfavorable impacts of increases to the cost of petroleum-based specialty chemicals and fluctuations in foreign currency exchange rates. These unfavorable impacts to gross margin were almost completely offset by price increases that were implemented during the last twelve months. Operating expenses increased $0.5 million from period to period primarily due to higher A&P expenses and higher miscellaneous expenses. Operating income as a percentage of net sales increased from 34.9% to 36.8% period over period.

Non-Operating Items

The following table summarizes non-operating income and expenses for our consolidated operations (in thousands):



                                  Three Months Ended November 30,
                                2022                    2021    Change
Interest income             $         44               $    25  $    19
Interest expense            $      1,169               $   620  $   549
Other income (expense), net $        150               $ (329)  $   479
Provision for income taxes  $      3,707               $ 4,581  $ (874)


Interest Income

Interest income was not significant during the three months ended November 30, 2022 and 2021.

Interest Expense

Interest expense increased $0.5 million for the three months ended November 30, 2022 compared to the corresponding period of the prior fiscal year primarily due to higher aggregate outstanding balances on our revolving credit agreement from period over period and changes in interest rates.

Other Income (Expense), Net

Other income (expense), net was not significant during the three months ended November 30, 2022 and 2021. Other income (expense), net changed by $0.5 million for the three months ended November 30, 2022 compared to the corresponding period of the prior fiscal year primarily due to fluctuations in the foreign currency exchange rates for both the U.S. Dollar and the Euro against the Pound Sterling.



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Provision for Income Taxes

The provision for income taxes was 20.9% and 19.8% of income before income taxes for the three months ended November 30, 2022 and 2021, respectively. The increase in the effective income tax rate from period to period was primarily due to tax shortfalls from the settlements of stock-based equity awards, partially offset by a one-time tax-deductible charitable donation. The Company recorded tax shortfalls related to settlements of stock-based equity awards of $0.7 million during the first quarter of fiscal year 2023 compared to insignificant tax benefits related to these types of settlements in the first quarter of fiscal year 2022, resulting in a 5.1% unfavorable impact on the Company's effective tax rate from period to period. Partially offsetting this unfavorable impact was a one-time tax benefit associated with the Company's donation of its former corporate headquarters building to a local San Diego community foundation that occurred in the first quarter of fiscal year 2023, resulting in a 4.2% favorable impact on the Company's effective tax rate. The building, net of its tax basis, is estimated to result in a charitable donation of $3.5 million and an approximate tax benefit of $0.7 million.

Net Income

Net income was $14.0 million, or $1.02 per common share on a fully diluted basis, for the three months ended November 30, 2022 compared to $18.6 million, or $1.34 per common share on a fully diluted basis, for the corresponding period of the prior fiscal year. Changes in foreign currency exchange rates from period to period had an unfavorable impact of $1.3 million on consolidated net income for the first quarter of fiscal year 2023. Thus, on a constant currency basis, net income would have decreased $3.3 million, or 18%, from period to period.

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 earnings before interest, income taxes, depreciation and amortization ("EBITDA"), 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 and depreciation in operating departments, and EBITDA is defined as net income before interest, income taxes, depreciation and amortization. We target our gross margin to be at or above 55% of net sales, our cost of doing business to be at 30% of net sales, and our EBITDA to be at or above 25% of net sales. Results for these performance measures may vary from period to period depending on various factors, including economic conditions and our level of investment in activities for the future such as those related to quality assurance, regulatory compliance, and intellectual property protection in order to safeguard our WD-40 brand. Our financial results and operations continue to be impacted by increased global supply chain constraints and an inflationary environment, both of which have significantly lowered our gross margin percentage over the last twelve months and moved us well below our target of 55%. Although we have been implementing strategic sales price increases across all segments at varying times in response to increased costs, it will take time before the full impact of these sales price increases are reflected in our reported results. In addition, it is difficult to determine how long these supply chain and inflationary conditions will exist and if they will worsen or improve over time. However, the targets for gross margin and these other performance measures are long-term in nature and we expect to make progress towards achieving them over time. For more detailed information pertaining to recent trends and economic conditions and the actions we are taking to respond to them, please see the section titled "Significant Developments".

The following table summarizes the results of these performance measures:



                                                    Three Months Ended November 30,
                                                        2022                2021
Gross margin - GAAP                                           51%                 51%
Cost of doing business as a percentage
of net sales - non-GAAP                                       36%                 32%
EBITDA as a percentage of net sales - non-GAAP (1)            17%                 19%


(1)Percentages may not aggregate to EBITDA percentage due to rounding and because amounts recorded in other income (expense), net on our consolidated statement of operations are not included as an adjustment to earnings in the EBITDA calculation.



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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)



                                                     Three Months Ended November 30,
                                                        2022                  2021
Total operating expenses - GAAP                   $          45,576       $      44,410
Amortization of definite-lived intangible assets              (253)               (363)
Depreciation (in operating departments)                       (965)             (1,098)
Cost of doing business                            $          44,358       $      42,949
Net sales                                         $         124,893       $     134,746
Cost of doing business as a percentage
of net sales - non-GAAP                                         36%                 32%


EBITDA (in thousands, except percentages)



                                                     Three Months Ended November 30,
                                                        2022                  2021
Net income - GAAP                                 $          13,997       $      18,555
Provision for income taxes                                    3,707               4,581
Interest income                                                (44)                (25)
Interest expense                                              1,169                 620
Amortization of definite-lived intangible assets                253                 363
Depreciation                                                  1,643               1,623
EBITDA                                            $          20,725       $      25,717
Net sales                                         $         124,893       $     134,746
EBITDA as a percentage of net sales - non-GAAP                  17%                 19%


Liquidity and Capital Resources

Overview

Our financial condition and liquidity remain strong. Although there continues to be uncertainty related to the ongoing and anticipated impact of the COVID-19 pandemic and inflationary environment on our future results, we believe our efficient business model and the steps that we have taken position us to manage our business through the situation as it continues to develop. 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. We use proceeds of the revolving credit facility



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primarily for our general working capital needs. We also hold borrowings under the Note Agreement. See Note 7 - Debt 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 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. 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 September 30, 2025 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 November 30, 2022, $40.7 million of the outstanding balance under our line of credit resides in the EMEA segment and is denominated in Euros and Pounds Sterling and classified long-term, whereas $41.7 million is denominated in U.S. Dollars and classified as short-term. In the United States, we held $68.0 million in fixed rate long-term borrowings as of November 30, 2022, consisting of senior notes under our Note Agreement. We paid $0.4 million in principal payments on our Series A Notes during the first three months of fiscal year 2023. 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 7 - Debt for additional information on these financial covenants. At November 30, 2022, 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 November 30, 2022, we had a total of $36.9 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 October 12, 2021, our Board of Directors approved a new share repurchase plan. Under the plan, which became effective on November 1, 2021, we are authorized to acquire up to $75.0 million of our outstanding shares through August 31, 2023, of which $41.8 million remains available for the repurchase of shares of common stock as of November 30, 2022.

Cash Flows

The following table summarizes our cash flows by category for the periods presented (in thousands):



                                                      Three Months Ended November 30,
                                                   2022                2021         Change
Net cash provided by (used in) operating
activities                                     $      10,437        $    (947)     $  11,384
Net cash used in investing activities                (1,300)           (2,362)         1,062
Net cash used in financing activities               (12,342)          (21,937)         9,595
Effect of exchange rate changes on cash and
cash equivalents                                       2,244           (1,196)         3,440

Net decrease in cash and cash equivalents $ (961) $ (26,442) $ 25,481

Operating Activities

Net cash provided by operating activities was $10.4 million for the three months ended November 30, 2022 compared to net cash used in operating activities of $0.9 million for the prior period resulting in a net change of $11.4 million. Cash flows from operating activities depend heavily on operating performance and changes in working capital. Our primary source of operating cash flows for the three months ended November 30, 2022 was net income of $14.0 million, which decreased approximately $4.6 million from period to period.

Changes in our working capital, which increased net cash provided by operating activities was primarily attributable to decreases in trade accounts receivable balances during the first three months of the fiscal year compared to increases in trade accounts receivable during the first three months of the prior fiscal year. This was primarily due to a decrease in sales from



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period to period. In addition, net cash provided by operating activities increased due to lower earned incentive payouts in the first quarter of fiscal year 2023 compared to the same period of the prior fiscal year as well as decreases in other current assets from period to period primarily due to a lower income tax receivable balance, as well as lower deposits and miscellaneous prepaid expenses. These changes were partially offset by decreases in accounts payable and accrued liabilities balances during the first three months of the fiscal year compared to increases in accounts payable and accrued liabilities during the first three months of the prior fiscal year.

Investing Activities

Net cash used in investing activities decreased $1.1 million to $1.3 million for the three months ended November 30, 2022, primarily due to a lower level of manufacturing-related capital expenditures within the United States and the United Kingdom from period to period.

Financing Activities

Net cash used in financing activities decreased $9.6 million to $12.3 million for the three months ended November 30, 2022. This change was primarily due to decreases in shares withheld to cover taxes on conversion of equity rewards of $3.6 million primarily due to lower settlements of stock-based equity awards from period to period. Additionally, cash used in financing activities was decreased by proceeds provided by our autoborrow agreement of $3.4 million during the first three months of the fiscal year, whereas no draws were made on our autoborrow agreement in the corresponding period of the prior fiscal year. In addition, treasury stock purchases decreased by $3.3 million. Offsetting these decreases in cash outflows from period to period were increases in dividends paid to our stockholders of $0.7 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, which operates in Pound Sterling. 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 an increase in cash of $2.2 million for the three months ended November 30, 2022 as compared to a decrease in cash of $1.2 million for the three months ended November 30, 2021. 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 Pound Sterling against the U.S. Dollar.

Commercial Commitments

We have ongoing relationships with various third-party suppliers (contract manufacturers) that manufacture our products and third-party distribution centers which warehouse and ship our products to customers. 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 our customers or third-party distribution centers in accordance with agreed upon shipment terms. Although we have definitive minimum purchase obligations in the contract terms with certain of our 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 we have historically purchased. In addition, in the ordinary course of business, we communicate supply needs to our contract manufacturers based on orders and short-term projections, ranging from two to six months. We are committed to purchase the products produced by the contract manufacturers based on the projections provided.

Upon the termination of contracts with contract manufacturers, we obtain certain inventory control rights and are obligated to work with the contract manufacturer to sell through all product held by or manufactured by the contract manufacturer on our behalf during the termination notification period. If any inventory remains at the contract manufacturer at the termination date, we are 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, we may also enter into commitments with other manufacturers to purchase finished goods and components to support innovation initiatives and/or supply chain initiatives. As of November 30, 2022, no such commitments were outstanding.



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Share Repurchase Plan

The information required by this item is incorporated by reference to Part I-Item 1, "Notes to Condensed Consolidated Financial Statements" Note 8 - Share Repurchase Plan, included in this report.

Dividends

On December 13, 2022, the Company's Board approved a 6% increase in the regular quarterly cash dividend, increasing it from $0.78 per share to $0.83 per share. The $0.83 per share dividend declared on December 13, 2022 is payable on January 31, 2023 to stockholders of record on January 13, 2023.

Critical Accounting Policies and Estimates

Our discussion and analysis of our operating results and financial condition is based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America.

Critical accounting policies are those that involve subjective or complex judgments, often as a result of the need to make estimates. The following areas all require the use of judgments and estimates: revenue recognition, accounting for income taxes and impairment of definite-lived intangible assets. Estimates in each of these areas are based on historical experience and various judgments and assumptions that we believe are appropriate. Actual results may differ materially from these estimates.

There have been no material changes in our critical accounting policies and estimates from those disclosed in Part II-Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Note 2 to our consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended August 31, 2022, which was filed with the SEC on October 24, 2022.

Recently Issued Accounting Standards

There have been no recently issued accounting standards that will have a material impact on our consolidated financial statements and related disclosures.

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