ayi-20230228

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

Form 10-Q

_____________________________________________


(Mark One)
☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2023.


OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .

Commission file number 001-16583.

_____________________________________________

ACUITY BRANDS, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________


Delaware						58-2632672
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309-7676

(Address of principal executive offices)

(404) 853-1400

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, $0.01 par value per share

AYI

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common stock — $0.01 par value — 31,798,338 shares as of March 30, 2023.

ACUITY BRANDS, INC.

Table of Contents


		Page No.
Part I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets -- February 28, 2023 (Unaudited) and August 31, 2022	1
	Consolidated Statements of Comprehensive Income (Unaudited) -- Three months and six months ended February 28, 2023 and 2022	2
	Consolidated Statements of Cash Flows (Unaudited) -- Six months ended February 28, 2023 and 2022	3
	Notes to Consolidated Financial Statements (Unaudited)	4
	Note 1 — Description of Business and Basis of Presentation	4
	Note 2 — Significant Accounting Policies	5
	Note 3 — Acquisitions and Divestitures	5
	Note 4 — New Accounting Pronouncements	6
	Note 5 — Fair Value Measurements	6
	Note 6 — Inventories	7
	Note 7 — Property, Plant, and Equipment	8
	Note 8 — Goodwill and Intangible Assets	8
	Note 9 — Other Current Liabilities	9
	Note 10 — Debt and Lines of Credit	9
	Note 11 — Commitments and Contingencies	10
	Note 12 — Changes in Stockholders' Equity	12
	Note 13 — Revenue Recognition	12
	Note 14 — Share-based Payments	14
	Note 15 — Pension Plans	14
	Note 16 — Special Charges	14
	Note 17 — Earnings Per Share	15
	Note 18 — Comprehensive Income	15
	Note 19 — Segment Information	16

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25
Item 4.	Controls and Procedures	26

Part II. OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1a.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 5.	Other Information	27
Item 6.	Exhibits	28

INDEX TO EXHIBITS		29

SIGNATURES		30

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

ACUITY BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)


	February 28, 2023		August 31, 2022
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	339.0	$	223.2
Accounts receivable, less reserve for doubtful accounts of $1.2 and $1.2, respectively	523.1		665.9
Inventories	436.4		485.7
Prepayments and other current assets	95.0		91.2
Total current assets	1,393.5		1,466.0
Property, plant, and equipment, net	286.0		276.5
Operating lease right-of-use assets	77.8		74.9
Goodwill	1,080.3		1,084.3
Intangible assets, net	495.8		529.2
Deferred income taxes	1.2		1.3
Other long-term assets	49.2		48.0
Total assets	$	3,383.8	$	3,480.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	324.8	$	397.8
Current maturities of debt	—		18.0
Current operating lease liabilities	17.2		15.7
Accrued compensation	78.0		88.0
Other current liabilities	176.3		214.1
Total current liabilities	596.3		733.6
Long-term debt	495.3		495.0
Long-term operating lease liabilities	72.4		67.4
Accrued pension liabilities	41.7		41.4
Deferred income taxes	100.6		102.1
Other long-term liabilities	129.9		128.9
Total liabilities	1,436.2		1,568.4
Commitments and contingencies (see Commitments and Contingencies footnote)
Stockholders’ equity:
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued	—		—
Common stock, $0.01 par value; 500,000,000 shares authorized; 54,389,841 and 54,241,069 issued, respectively	0.5		0.5
Paid-in capital	1,047.1		1,036.3
Retained earnings	3,325.8		3,176.2
Accumulated other comprehensive loss	(126.3)		(125.8)
Treasury stock, at cost, of 22,475,844 and 21,753,820 shares, respectively	(2,299.5)		(2,175.4)
Total stockholders’ equity	1,947.6		1,911.8
Total liabilities and stockholders’ equity	$	3,383.8	$	3,480.2

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Table of Contents

ACUITY BRANDS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In millions, except per-share data)


	Three Months Ended				Six Months Ended
	February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
Net sales	$	943.6	$	909.1	$	1,941.5	$	1,835.2
Cost of products sold	536.9		529.8		1,118.3		1,070.1
Gross profit	406.7		379.3		823.2		765.1
Selling, distribution, and administrative expenses	295.2		277.0		595.9		547.7
Special charges	—		—		6.9		—
Operating profit	111.5		102.3		220.4		217.4
Other expense:
Interest expense, net	5.7		6.0

SEC Form 10-Q filed by Acuity Brands Inc.