<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
20549
-----------------------------------
FORM 10-Q
QUARTERLY REPORTS UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended November 30, 2000
Commission File No. 0-6936-3
WD-40 COMPANY
(Exact Name of Registrant as specified in its charter)
Delaware 95-1797918
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1061 Cudahy Place, San Diego, California 92110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 275-1400
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 X 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 as of Jan 5, 2001 15,434,304
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WD-40 COMPANY
CONSOLIDATED CONDENSED BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
(Unaudited)
November 30, 2000 August 31, 2000
----------------- ---------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,840,000 $ 2,619,000
Trade accounts receivable, less allowance for
cash discounts and doubtful accounts
of $608,000 and $662,000 22,218,000 29,544,000
Product held at contract packagers 1,236,000 1,377,000
Inventories 8,265,000 7,000,000
Other current assets 4,906,000 5,822,000
---------------- ----------------
Total current assets 39,465,000 46,362,000
Property, plant, and equipment, net 4,819,000 4,835,000
Low income housing investments 3,229,000 3,246,000
Goodwill, net 28,765,000 28,254,000
Other assets 3,470,000 2,253,000
---------------- ----------------
$ 79,748,000 $ 84,950,000
================ ================
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable and accrued liabilities $ 10,384,000 $ 11,475,000
Accrued payroll and related expenses 1,994,000 3,394,000
Income taxes payable 3,008,000 2,021,000
Line of credit 1,892,000 2,757,000
Current portion of long-term debt 1,600,000 1,600,000
--------------- -----------------
Total current liabilities 18,878,000 21,247,000
Long-term debt 9,120,000 9,531,000
Deferred employee benefits 1,409,000 1,380,000
Other long-term liabilities 675,000 -
--------------- -----------------
30,082,000 32,158,000
Commitments and Contingencies (Note 2)
Shareholders' equity:
Common stock, $.001 par value, 36,000,000 shares
authorized -- shares issued and outstanding of 15,434,304 15,000 15,000
Paid-in capital 10,612,000 10,612,000
Retained earnings 39,995,000 42,507,000
Accumulated other comprehensive income (956,000) (342,000)
--------------- -----------------
Total shareholders' equity 49,666,000 52,792,000
--------------- -----------------
$ 79,748,000 $ 84,950,000
=============== =================
</TABLE>
(See accompanying notes to consolidated condensed financial statements.)
2
<PAGE>
WD-40 COMPANY
CONSOLIDATED CONDENSED STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------------
November 30, 2000 November 30,1999
-------------------- --------------------
<S> <C> <C>
Net sales $ 29,142,000 $ 32,182,000
Cost of product sold 12,408,000 14,735,000
-------------------- --------------------
Gross profit 16,734,000 17,447,000
-------------------- --------------------
Operating expenses:
Selling, general & administrative 8,466,000 8,354,000
Advertising & sales promotions 3,791,000 3,605,000
Amortization 607,000 599,000
-------------------- --------------------
Income from operations 3,870,000 4,889,000
-------------------- --------------------
Other income (expense)
Interest income (expense), net (269,000) (205,000)
Other income (expense), net 77,000 (56,000)
-------------------- --------------------
Income before income taxes 3,678,000 4,628,000
Provision for income taxes 1,251,000 1,575,000
-------------------- --------------------
Net Income $ 2,427,000 $ 3,053,000
==================== ====================
Basic earnings per share $ 0.16 $ 0.20
==================== ====================
Diluted earnings per share $ 0.16 $ 0.20
==================== ====================
Basic common equivalent shares 15,434,304 15,570,449
==================== ====================
Diluted common equivalent shares 15,436,610 15,583,977
==================== ====================
</TABLE>
(See accompanying notes to consolidated condensed financial statements.)
3
<PAGE>
WD-40 COMPANY
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------
November 30, 2000 November 30, 1999
----------------- -----------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,427,000 $ 3,053,000
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 861,000 842,000
Loss(Gain) on sale of equipment 1,000 (6,000)
Deferred income taxes (23,000) (12,000)
Changes in assets and liabilities:
Trade accounts receivable 7,073,000 6,198,000
Product held at contract packagers 141,000 632,000
Inventories (1,305,000) (190,000)
Other assets 894,000 1,252,000
Accounts payable and accrued expenses (3,861,000) (3,554,000)
Income taxes payable 989,000 150,000
Other liabilities 675,000 -
Long-term deferred employee benefits 32,000 39,000
----------------- ---------------
Net cash provided by operating activities 7,904,000 8,404,000
----------------- ---------------
Cash flows from investing activities:
Decrease in short-term investments - 157,000
Proceeds from sale of equipment 28,000 48,000
Acquisition of business (1,077,000) -
Capital expenditures (344,000) (880,000)
----------------- ---------------
Net cash used in investing activities (1,393,000) (675,000)
----------------- ---------------
Cash flows from financing activities:
Proceeds from issuance of common stock - 47,000
Repurchase of common stock - (1,019,000)
Repayment of borrowings on line of credit,net (865,000) -
Repayment of long-term debt (405,000) (3,405,000)
Dividends paid (4,939,000) (4,980,000)
----------------- ---------------
Net cash used in financing activities (6,209,000) (9,357,000)
----------------- ---------------
Effect of exchange rate changes on cash
and cash equivalents (81,000) (22,000)
----------------- ---------------
Increase in cash and cash equivalents 221,000 (1,650,000)
Cash and cash equivalents at beginning of period 2,619,000 9,741,000
----------------- ---------------
Cash and cash equivalents at end of period $ 2,840,000 $ 8,091,000
================= ===============
</TABLE>
(See accompanying notes to consolidated condensed financial statements.)
4
<PAGE>
WD-40 COMPANY
CONSOLIDATED CONDENSED STATEMENT OF OTHER COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------------
November 30, 2000 November 30,1999
----------------- ------------------
<S> <C> <C>
Net Income $ 2,427,000 $ 3,053,000
Other comprehensive income (loss)
Foreign currency translation adjustments (237,000) (63,000)
------------------ -------------------
Total comprehensive income $ 2,190,000 $ 2,990,000
================== ===================
</TABLE>
(See accompanying notes to consolidated condensed financial statements.)
5
<PAGE>
WD-40 COMPANY
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2000
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries, WD-40 Manufacturing Company, WD-40 Company Ltd.
(U.K.), WD-40 Products (Canada) Ltd. and WD-40 Company (Australia) Pty. Ltd. All
significant intercompany transactions and balances have been eliminated.
The financial statements included herein have been prepared by the Company,
without audit, according to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations.
In the opinion of management, the unaudited financial information for the
interim periods shown reflects all adjustments (which include only normal,
recurring adjustments) necessary for a fair presentation thereof. These
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
year ended August 31, 2000.
USE OF ESTIMATES
The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
EARNINGS PER SHARE
Common stock equivalents of 2,306 and 13,528 shares for the three months ended
November 30, 2000 and 1999 were used to calculate diluted earnings per share.
Common stock equivalents are comprised of options granted under the Company's
stock option plan. There were no reconciling items in calculating the numerator
for basic and diluted earnings per share for any of the periods presented. For
the three months ended November 30, 2000 and 1999, 700,148 and 339,784 options
outstanding were excluded from the calculation of diluted EPS, as their effect
would have been antidilutive.
6
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
NEW PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as amended by
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133, an Amendment of FASB
Statement No. 133," and SFAS 138, "Accounting for Certain Derivative Instruments
and Certain Hedging Activities - an Amendment of FASB Statement No. 133." SFAS
No. 133 standardizes the accounting for derivative instruments by requiring that
all derivatives be recognized as assets and liabilities and measured at fair
value. Changes in the fair value of derivative instruments that are not
designated as hedges or that do not meet the hedge accounting criteria in SFAS
No. 133, are required to be reported in earnings. The Company adopted this
standard on September 1, 2000 and has not designated any of its derivative
instruments as hedges. The implementation of SFAS No.133 has had an immaterial
effect on the financial statements.
NOTE 2 - COMMITMENTS AND CONTINGENCIES
The Company is party to various claims, legal actions and complaints, including
product liability litigation, arising in the ordinary course of business. In the
opinion of management, all such matters are adequately covered by insurance or
will not have a material adverse effect on the Company's financial position or
results of operations.
NOTE 4 - BUSINESS SEGMENTS
The Company evaluates the performance of its segments and allocates resources to
them based on sales. The Company is organized based on geographic location.
Segment data does not include intersegment revenues, or charges allocating
corporate headquarters costs to each of its operating segments.
The tables below presents information about reported segments for the three
months ended November 30:
<TABLE>
<CAPTION>
THE ASIA-
AMERICAS EUROPE PACIFIC TOTAL
------------------- ------------------ ------------------- -------------------
<S> <C> <C> <C> <C>
2000
Net Sales $ 18,675,000 $ 7,406,000 $ 3,061,000 $ 29,142,000
Operating Income 2,135,000 848,000 887,000 3,870,000
Total Assets 63,737,000 15,274,000 737,000 79,748,000
1999
Net Sales $ 21,020,000 $ 7,845,000 $ 3,317,000 $ 32,182,000
Operating Income 2,688,000 1,078,000 1,123,000 4,889,000
Total Assets 69,421,000 14,811,000 718,000 84,950,000
</TABLE>
7
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
SALES
-------------------------------------------------
2000 1999
-------------------- ------------------
<S> <C> <C>
PRODUCT LINE INFORMATION
Lubricants $ 27,373,000 $ 30,169,000
Hand cleaning products 1,769,000 2,013,000
-------------------- ------------------
Total $ 29,142,000 $ 32,182,000
==================== ==================
</TABLE>
NOTE 4 - SELECTED FINANCIAL STATEMENT INFORMATION
<TABLE>
<CAPTION>
NOVEMBER 30, 2000 AUGUST 31, 2000
----------------- ---------------
<S> <C> <C>
Inventories
Raw Materials $ 1,077,000 $ 575,000
Finished Goods 7,188,000 6,425,000
------------------ ---------------
$ 8,265,000 $ 7,000,000
================== ===============
</TABLE>
<TABLE>
<CAPTION>
NOVEMBER 30, 2000 AUGUST 31, 2000
----------------- ---------------
<S> <C> <C>
Property, plant and equipment $ 8,947,000 $ 8,805,000
Accumulated depreciation (4,128,000) (3,970,000)
------------------ ---------------
$ 4,519,000 $ 4,835,000
================== ===============
Goodwill $ 35,801,000 $ 34,724,000
Accumulated amortization (7,036,000) (6,470,000)
------------------ ---------------
$ 28,765,000 $ 28,254,000
================== ===============
</TABLE>
NOTE 5 - SUBSEQUENT EVENTS
On December 13, 2000, the Company's Board of Directors declared a cash dividend
of $.32 per share payable on January 31, 2001 to shareholders of record on
January 8, 2001.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales were $29.1 million in the first quarter ended November 30, 2000, a
decrease of 9.4% from net sales of $32.2 million in the comparable prior year
period. Sales for the Company's three trading blocs are broken down as follows
(in millions):
<TABLE>
<CAPTION>
-------------------------------------------------
Three months ended November 30,
2000 1999
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Americas $ 18.7 64% $ 21.0 65%
Europe 7.4 25% 7.9 25%
Asia Pacific 3.0 11% 3.3 10%
-----------------------------------------------------------------------------
TOTAL $ 29.1 100% $ 32.2 100%
-----------------------------------------------------------------------------
</TABLE>
In the Americas region, sales for the first quarter ended November 30, 2000 were
down 11% from the prior year period, with decreases in the U.S. and Canada of
14% and 18%, respectively. Latin America increased 20% over the prior year
period. For the region, 79% of the sales in the first quarter came from the
U.S., and 21% came from Canada and Latin America. This distribution reflects a
change from the first quarter of fiscal 2000 in which 82% of the sales came from
the U.S., and 18% came from Canada and Latin America. The change is primarily
due to lower sales in the U.S. of the WD-40 brand. Sales of WD-40 in the U.S.
were down by $1.8 million primarily due to the lack of promotions in the
quarter. The timing of promotions in the U.S. can have a material impact on
sales in any given quarter. Further, the ability to run a promotion is somewhat
outside the Company's control, as the retailer's own promotion schedule is a
major factor. Lava sales were $1.3 million in the quarter, down from $2.0
million in the prior year period. The decrease in Lava sales was due to a large
sales credit given to a major customer. In the region, sales of 3-IN-ONE were up
10% over the prior year primarily due to increases in U.S. sales resulting from
the new telescoping spout delivery system.
In Europe, first quarter sales were 6% lower than sales in the comparable period
of fiscal 2000, due to the impact of foreign financial statement conversion.
Sales for the region were up 5% in local currencies, but show a decrease when
converted in consolidation due to the strength of the U.S. dollar. Prior to
translation into U.S. dollars, sales in the direct markets of U.K., France,
Germany, Spain and Italy met or exceeded sales of the prior year period. Sales
in France and Italy, even after translation to U.S dollars, exceeded the prior
amounts by 37% and 56%, respectively. Sales fell off significantly in the Middle
East and in the distributor markets. Sales in these markets fell below prior
year levels both before and after translation. After translation into U.S.
dollars, sales to the Middle East and the distributor countries were down by 33%
and 22%, respectively. This decrease is due primarily to the timing of purchases
by distributors.
In the Asia/Pacific region, total sales were down 8% from the prior year period.
Australia sales for the first quarter of the fiscal year were up 8% from the
prior year. The increase is attributable to
9
<PAGE>
sales from the newly acquired Solvol brand of heavy-duty hand cleaner,
acquired on October 1, 2000. Sales for the rest of the region were down 11%.
Sales in this quarter decreased because of the large volume of sales in the
last quarter of fiscal 2000, which had increased 24% from the last quarter of
the prior year. While sales for the quarter were lower than the prior year,
sales in the region for the full year are expected to exceed prior year sales.
Gross profit was $16.7 million, or 57.4% of sales in the first quarter, down
from $17.4 million, or 54.2% of sales in the comparable period last year.
Changes in the gross profit percentage from quarter to quarter are due primarily
to changes in average selling prices arising from both the mix of products sold
and the mix of customers and trade channels in which the products are sold. In
addition, during the first quarter, the Company's margin percentage benefited
from a large sales return of a low margin product. The Company expects its
future gross profit margin to be similar to that experienced in the prior year.
The Company expects continued pressure on gross profit due to changes in its
customer mix, as an increasing portion of the Company's sales are made to fewer,
but larger, customers with greater purchasing power, negatively impacting
selling prices and margins.
A breakdown of gross profit by trading bloc by period follows (in millions):
<TABLE>
<CAPTION>
--------------------------------------------------
Three months ended November 30,
2000 1999
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Americas $11.0 59.0% $11.2 53.5%
Europe 4.3 57.6% 4.6 58.7%
Asia/Pacific 1.4 47.2% 1.6 48.1%
-------------------------------------------------------------------------------
Total $16.7 57.4% $17.4 54.2%
-------------------------------------------------------------------------------
</TABLE>
Selling, general, & administrative expenses for the first quarter of fiscal 2001
increased slightly to $8.5 million from $8.4 million for the comparable prior
year period. As a percentage of sales, SG&A increased 29% in the first quarter
from 26% last year. SG&A costs are in line with the prior year and are expected
to remain so throughout the remainder of the year.
Advertising and sales promotion expense increased to $3.8 million for the first
quarter from $3.6 million for the first quarter last year. Advertising and sales
promotion as a percentage of sales increased to 13.0% in the first quarter from
11.2% in the comparable prior year period. The increase over the prior year is
primarily due to the increased marketing investment related to the Lava brand.
The Company introduced the Lava brand in the U.K. during the quarter and has
scheduled significant advertising and promotional activity during this fiscal
year. Because of this increased investment in the Lava brand, the Company
expects advertising and sales promotion to be close to 13% of sales for the
remainder of the year, an increase from the historical 10% of sales.
Amortization expense was $0.6 million for the first quarter and has remained
consistent with the prior year. Amortization expense reflects the amortization
of goodwill associated with the acquisition of the 3-IN-ONE, Lava and Solvol
brands. A slight increase in amortization expense from the prior year is due to
the amortization of goodwill associated with the acquisition of the Solvol
brand, which occurred during the current quarter.
10
<PAGE>
Income from operations was $3.9 million, or 13.3% of sales in the first quarter,
compared to $4.9 million, or 15.2% of sales in the first quarter of fiscal 2000.
The decline in both income from operations and income from operations as a
percentage of sales was due to the items discussed above, namely lower sales
along with increases in SG&A, advertising and sales promotion costs.
The components of other income (expense) are shown below:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
For the three months ended
November 30,
2000 1999
-------------------------------------------------------------------------------
<S> <C> <C>
Interest Expense, net ($269,000) ($205,000)
Foreign Currency Gains (Losses) 65,000 (64,000)
(Loss) Gain on Disposal of PP&E (1,000) 6,000
Other Income 13,000 2,000
-------------------------------------
TOTAL ($192,000) ($261,000)
-------------------------------------------------------------------------------
</TABLE>
The change in net interest expense from $205,000 for the quarter ended November
30, 1999 to $269,000 of net interest expense for the quarter ended November 30,
2000 is due to higher interest rates on the borrowing associated with the Lava
acquisition. To finance this acquisition, the Company obtained a $16.0 million
term loan from a bank. Foreign currency exchange produced gains of $65,000 for
the first quarter compared to losses of $64,000 for the comparable prior year
period. These gains are due primarily to the recovery of the Euro near the end
of the quarter.
The Company's effective tax rate for fiscal 2001 is 34%, equal to that of the
prior year, and is expected to remain at that level throughout the year.
Net income was $2.4 million, or $.16 per share on a fully diluted basis in the
first quarter of the fiscal year, versus $3.1 million, or $.20 in the comparable
period last year.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased slightly from $2.6 million at the end of
fiscal 2000 to $2.8 million at November 30, 2000. Accounts receivable decreased
by $7.3 million from $29.5 million to $22.2 million. Accounts receivable was
higher at the end of fiscal 2000 due to increased sales volumes during the last
two months of the year.
At November 30, 2000 working capital was $20.6 million, a decrease of $4.5
million from $25.1 million at the end of fiscal 2000. The current ratio of 2.1
at November 30, 2000 is slightly lower than the 2.2 at August 31, 2000.
The Company has an unsecured credit facility with a bank. The credit facility
consists of a term loan, which matures on May 1, 2006 and a $6.0 million
revolving line of credit facility, which
11
<PAGE>
matures on April 30, 2001. At November 30, 2000, $10.7 million remained due
under the term loan, and $1.8 million in borrowings were outstanding under
the revolving line of credit.
The Company's primary source of funds is cash flow from operations, which is
expected to provide sufficient funds to meet both short and long-term operating
needs. In an effort to augment the growth of the business by leveraging its core
competencies, the Company has announced that it is seeking to make an
acquisition of one or more branded products in related markets. If the Company
is successful in doing so, existing cash flow may not be sufficient and
additional outside financing may be required to support the acquisition.
The Company spent $0.3 million for new capital assets during the first quarter,
primarily in the area of computer hardware and software and vehicle
replacements. In fiscal 2001, the Company expects to spend approximately $2.0
million for new capital assets, primarily for computer hardware and software in
support of sales and operations and vehicle replacements in Europe.
MARKET RISK
The Company is exposed to a variety of risks, including foreign currency
fluctuations and changes in the market value of its investments. In the normal
course of its business, the Company employs established policies and procedures
to manage its exposure to fluctuations in foreign currency values and changes in
the market value of its investments.
The Company's objective in managing its exposure to foreign currency exchange
rate fluctuations is to reduce the impact of adverse fluctuations in earnings
and cash flows associated with foreign currency exchange rate changes.
Accordingly, the Company's U.K. subsidiary utilizes forward contracts to limit
its exposure on converting cash balances maintained in Euros, as well as the
Euro legacy currencies, French francs, German marks, Italian lira and Spanish
pesetas, into British sterling. The Company regularly monitors its foreign
exchange exposures to ensure the overall effectiveness of its foreign currency
hedge positions. However, there can be no assurance the Company's foreign
currency hedging activities will substantially offset the impact of fluctuations
in currency exchange rates on its results of operations and financial position.
While the Company engages in foreign currency hedging activity to reduce its
risk, for accounting purposes, none of the foreign exchange contracts are
designated as hedges.
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 the Company's current views with respect to future
events and financial performance.
These forward-looking statements are subject to certain risks and uncertainties.
The words "aim," "believe," "expect," "anticipate," "intend," "estimate" and
other expressions that indicate future events and trends identify
forward-looking statements.
12
<PAGE>
Actual future results and trends may differ materially from historical results
or those anticipated depending upon factors including, but not limited to, the
impact of promotions on sales, the rate of sales growth in Latin America, The
Middle East, the Asia/Pacific region and direct European countries, the future
gross profit margin, the impact of customer mix on gross margins, the amount of
future advertising and promotional expenses, the effect of future income tax
provisions, the impact of one or more acquisitions, the amount of future capital
expenditures, foreign exchange rates and fluctuations in those rates, the
effects of, and changes in, worldwide economic conditions, and legal
proceedings.
Readers also should be aware that while the Company does, from time to time,
communicate with securities analysts, it is against the Company's policy to
disclose to them any material non-public information or other confidential
commercial information. Accordingly, shareholders should not assume that the
Company agrees with any statement or report issued by any analyst irrespective
of the content of the statement or report. Further, the Company has a policy
against issuing or confirming financial forecasts or projections issued by
others. Accordingly, to the extent that reports issued by securities analysts
contain any projections, forecasts or opinions, such reports are not the
responsibility of the Company.
13
<PAGE>
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
Certificate of Incorporation and Bylaws
3(a) The Certificate of Incorporation is incorporated by
reference from the Registrant's Form 10-Q filed
January 14, 2000, Exhibit 3(a) thereto.
3(b) The Bylaws are incorporated by reference from the
Registrant's Form 10-Q filed January 14, 2000,
Exhibit 3(b) thereto.
</TABLE>
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter
ended November 30, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WD-40 COMPANY
Registrant
Date: January 12, 2001 /s/ Thomas J. Tranchina
--------------------------
Thomas J. Tranchina
Chief Financial Officer
(Principal Financial Officer)
14
