ayi-20250228

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, 2025.


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(s)

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 — 30,904,948 shares as of March 31, 2025.

ACUITY INC.

Table of Contents


		Page No.
Part I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets -- February 28, 2025 (Unaudited) and August 31, 2024	1
	Consolidated Statements of Comprehensive Income (Unaudited) -- Three and six months ended February 28, 2025 and February 29, 2024	2
	Consolidated Statements of Cash Flows (Unaudited) -- Six months ended February 28, 2025 and February 29, 2024	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	5
	Note 4 — New Accounting Pronouncements	7
	Note 5 — Fair Value Measurements	8
	Note 6 — Inventories	9
	Note 7 — Property, Plant, and Equipment	9
	Note 8 — Goodwill and Intangible Assets	9
	Note 9 — Other Current Liabilities	10
	Note 10 — Debt and Lines of Credit	11
	Note 1 1 — Commitments and Contingencies	12
	Note 1 2 — Changes in Stockholders' Equity	13
	Note 1 3 — Revenue	14
	Note 1 4 — Share-based Payments	15
	Note 1 5 — Pension Plans	15
	Note 1 6 — Other Expense	16
	Note 1 7 — Earnings Per Share	16
	Note 1 8 — Comprehensive Income	17
	Note 1 9 — Segment Information	18

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

CONSOLIDATED BALANCE SHEETS

(In millions, except per-share data)


	February 28, 2025		August 31, 2024
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	397.9	$	845.8
Accounts receivable, less reserve for doubtful accounts of $3.0 and $1.9, respectively	577.6		563.0
Inventories	471.9		387.6
Prepayments and other current assets	111.4		75.1
Total current assets	1,558.8		1,871.5
Property, plant, and equipment, net	322.5		303.9
Operating lease right-of-use assets	81.9		65.6
Goodwill	1,450.3		1,098.7
Intangible assets, net	1,125.1		440.5
Deferred income taxes	2.3		2.3
Other long-term assets	40.8		32.1
Total assets	$	4,581.7	$	3,814.6
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	352.6	$	352.3
Current debt	100.0		—
Current operating lease liabilities	24.3		19.2
Accrued compensation	90.5		110.1
Other current liabilities	233.7		206.3
Total current liabilities	801.1		687.9
Long-term debt	996.5		496.2
Long-term operating lease liabilities	71.3		58.1
Accrued pension liabilities	37.6		37.5
Deferred income taxes	8.6		26.0
Other long-term liabilities	146.2		130.1
Total liabilities	2,061.3		1,435.8
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; 54.9 and 54.6 shares issued, respectively	0.5		0.5
Paid-in capital	1,132.8		1,115.9
Retained earnings	4,084.0		3,909.8
Accumulated other comprehensive loss	(142.9)		(114.9)
Treasury stock, at cost, of 23.9 and 23.8 shares, respectively	(2,554.0)		(2,532.5)
Total stockholders’ equity	2,520.4		2,378.8
Total liabilities and stockholders’ equity	$	4,581.7	$	3,814.6

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

Table of Contents

ACUITY INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In millions, except per-share data)


	Three Months Ended				Six Months Ended
	February 28, 2025		February 29, 2024		February 28, 2025		February 29, 2024
Net sales	$	1,006.3	$	905.9	$	1,957.9	$	1,840.6
Cost of products sold	538.3		493.5		1,040.6		999.8
Gross profit	468.0		412.4		917.3		840.8
Selling, distribution, and administrative expenses	357.8		294.3		673.8		589.8

Operating profit	110.2		118.1		243.5		251.0
Other expense:
Interest expense (income), net	6.9		(0.1)		2.9		0.8
Miscellaneous expense, net	1.0		0.6		3.5		1.7
Total other expense	7.9		0.5		6.4		2.5
Income before income taxes	102.3		117.6		237.1		248.5
Income tax expense	24.8		28.4		52.9		58.7
Net income	$	77.5	$	89.2	$	184.2	$	189.8

Earnings per share(1):
Basic earnings per share	$	2.50	$	2.89	$	5.95	$	6.13
Basic weighted average number of shares outstanding	30.999		30.864		30.957		30.940

SEC Form 10-Q filed by Acuity Inc.