ayi-20240531

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 May 31, 2024.


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 No.)

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

(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 — 30,765,419 shares as of June 24, 2024.

ACUITY BRANDS, INC.

Table of Contents


		Page No.
Part I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets -- May 31, 2024 (Unaudited) and August 31, 2023	1
	Consolidated Statements of Comprehensive Income (Unaudited) -- Three months and nine months ended May 31 , 2024 and May 31 , 2023	2
	C onsolidated Statements of Cash Flows (Unaudited) -- N ine months ended May 31 , 2024 and May 31 , 2023	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	7
	Note 6 — Inventories	8
	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	10
	Note 11 — Commitments and Contingencies	10
	Note 12 — Changes in Stockholders' Equity	12
	Note 13 — Revenue Recognition	13
	Note 14 — Share-based Payments	14
	Note 15 — Pension Plans	15
	Note 16 — Special Charges	15
	Note 17 — Other (Income) Expense	16
	Note 18 — Earnings Per Share	16
	Note 19 — Comprehensive Income	16
	Note 20 — Segment Information	17

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26
Item 4.	Controls and Procedures	27

Part II. OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 5.	Other Information	28
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 per-share data)


	May 31, 2024		August 31, 2023
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	699.0	$	397.9
Accounts receivable, less reserve for doubtful accounts of $1.5 and $1.3, respectively	512.3		555.3
Inventories	372.3		368.5
Prepayments and other current assets	90.4		73.5
Total current assets	1,674.0		1,395.2
Property, plant, and equipment, net	298.0		297.6
Operating lease right-of-use assets	71.7		84.1
Goodwill	1,096.7		1,097.9
Intangible assets, net	452.9		481.2
Deferred income taxes	0.8		3.0
Other long-term assets	48.8		49.5
Total assets	$	3,642.9	$	3,408.5
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	323.3	$	285.7

Current operating lease liabilities	19.3		19.7
Accrued compensation	88.0		103.3
Other current liabilities	174.7		186.7
Total current liabilities	605.3		595.4
Long-term debt	496.0		495.6
Long-term operating lease liabilities	63.4		75.5
Accrued pension liabilities	38.8		38.4
Deferred income taxes	42.0		59.0
Other long-term liabilities	142.7		129.2
Total liabilities	1,388.2		1,393.1
Commitments and contingencies (see Commitments and Contingencies footnote)
Stockholders’ equity:
Preferred stock, $0.01 par value per share; 50.0 shares authorized; none issued	—		—
Common stock, $0.01 par value per share; 500.0 shares authorized; 54.6 and 54.4 shares issued, respectively	0.5		0.5
Paid-in capital	1,103.4		1,066.8
Retained earnings	3,795.7		3,505.4
Accumulated other comprehensive loss	(111.9)		(112.6)
Treasury stock, at cost, of 23.9 and 23.4 shares, respectively	(2,533.0)		(2,444.7)
Total stockholders’ equity	2,254.7		2,015.4
Total liabilities and stockholders’ equity	$	3,642.9	$	3,408.5

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				Nine Months Ended
	May 31, 2024		May 31, 2023		May 31, 2024		May 31, 2023
Net sales	$	968.1	$	1,000.3	$	2,808.7	$	2,941.8
Cost of products sold	515.9		553.0		1,515.7		1,671.3
Gross profit	452.2		447.3		1,293.0		1,270.5
Selling, distribution, and administrative expenses	306.9		304.0		896.7		899.9
Special charges	—		—		—		6.9
Operating profit	145.3		143.3		396.3		363.7
Other (income) expense:
Interest (income) expense, net	(1.8)		3.9		(1.0)		16.2
Miscellaneous (income) expense, net	(0.5)		0.7		1.2		6.1
Total other (income) expense	(2.3)		4.6		0.2		22.3
Income before income taxes	147.6		138.7		396.1		341.4
Income tax expense	33.7		33.7		92.4		78.3
Net income	$	113.9	$	105.0	$	303.7	$	263.1

Earnings per share(1):
Basic earnings per share	$	3.70	$	3.31	$	9.83	$	8.22
Basic weighted average number of shares outstanding	30.829		31.682		30.905		32.006
Diluted earnings per share	$	3.62	$	3.28	$	9.67	$	8.13
Diluted weighted average number of shares outstanding	31.477		32.011		31.420		32.360
Dividends declared per share	$	0.15

SEC Form 10-Q filed by Acuity Brands Inc.