ACUITY BRANDS, INC. The purpose of this discussion and analysis is to enhance the understanding and evaluation of the results of operations, financial position, cash flows, indebtedness, and other key financial information ofAcuity Brands, Inc. (referred to herein as "we," "our," "us," the "Company," or similar references) and its subsidiaries as ofFebruary 28, 2022 and for the three and six months endedFebruary 28, 2022 and 2021. The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements included within this report. Also, please refer toAcuity Brands, Inc.'s Annual Report on Form 10-K for the fiscal year endedAugust 31, 2021 , filed with theSecurities and Exchange Commission (the "SEC") onOctober 27, 2021 ("Form 10-K").
Overview
Company
We are a market-leading industrial technology company. We use technology to solve problems in spaces and light. Through our two business segments,Acuity Brands Lighting and Lighting Controls ("ABL") and theIntelligent Spaces Group ("ISG") we design, manufacture, and bring to market products and services that make the world more brilliant, productive, and connected. We achieve growth through the development of innovative new products and services, including lighting, lighting controls, building management systems, and location-aware applications. We achieve customer-focused efficiencies that allow us to increase market share and deliver superior returns. We look to aggressively deploy capital to grow the business and to enter attractive new verticals. The results of operations for the three and six months endedFebruary 28, 2022 are not necessarily indicative of the results to be expected for the full fiscal 2022 year due primarily to continued uncertainty of general economic conditions that may impact our key end markets for fiscal 2022, seasonality, and the impact of any acquisitions, among other reasons. We are uncertain of the future impact of the ongoing COVID-19 pandemic or recovery of prior deterioration in economic conditions to our sales channels, supply chain, manufacturing, and distribution as well as overall construction, renovation, and consumer spending. Additionally, the current conflict betweenRussia andUkraine and the related sanctions and other penalties imposed by countries across the globe againstRussia are creating substantial uncertainty in the global economy. While we do not have operations inRussia orUkraine and do not have significant direct exposure to customers and vendors in those countries, we are unable to predict the impact that these actions will have on the global economy or on our financial condition, results of operations, and cash flows as of the date of these financial statements.
Financial Condition, Capital Resources, and Liquidity
We have numerous sources of capital, including cash on hand and cash flows generated from operations as well as various sources of financing. Our ability to generate sufficient cash flow from operations or to access certain capital markets, including banks, is necessary to meet our capital allocation priorities, which are to reinvest in our organic growth, make strategic acquisitions and investments, pay dividends, and repurchase shares. Sufficient cash flow generation is also critical to fund our operations in the short and long-term and to maintain compliance with covenants contained in our financing agreements Our significant contractual cash requirements primarily include principal and interest on long-term debt, payments for operating lease liabilities, and certain purchase obligations incurred in the ordinary course of business that are enforceable and legally binding. Our obligations related to these items are described further within Management's Discussion and Analysis of Financial Condition and Results of Operations within our Annual Report filed on Form 10-K. We believe that we will be able to meet our liquidity needs over the next 12 months based on our cash on hand, current projections of cash flows from operations, and borrowing availability under financing arrangements. Additionally, we believe that our cash flows from operations and sources of funding, including, but not limited to, future borrowings and borrowing capacity, will sufficiently support our long-term liquidity needs. In the event of a sustained market deterioration, we may need additional capital, which would require us to evaluate available alternatives and take appropriate actions.
Cash
Our cash position atFebruary 28, 2022 was$475.5 million , a decrease of$15.8 million fromAugust 31, 2021 . Cash generated from operating activities and cash on-hand were used during the current year to fund our capital allocation priorities as discussed below. 19
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We generated$127.3 million of cash flows from operating activities during the six months endedFebruary 28, 2022 compared with$212.6 million in the prior-year period, a decrease of$85.3 million . This decline was due primarily to increased operating working capital, as we managed our inventory levels to support growth and insulate production facilities from inconsistent supply availability.
Financing Arrangements
See the Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements for discussion of our various financing arrangements, including the terms of our$400.0 million five-year unsecured revolving credit facility ("Revolving Credit Facility") as well as the$500.0 million aggregate principal amount of 2.150% senior unsecured notes dueDecember 15, 2030 (the "Unsecured Notes"). AtFebruary 28, 2022 , our outstanding debt balance was$494.7 million compared to our cash position of$475.5 million . We were in compliance with all financial covenants under our financing arrangements as ofFebruary 28, 2022 . AtFebruary 28, 2022 , we had additional borrowing capacity under the Revolving Credit Facility of$395.9 million under the most restrictive covenant in effect at the time, which represents the full amount of the Revolving Credit Facility less the outstanding letters of credit of$4.1 million issued under the facility. As ofFebruary 28, 2022 , our cash on hand combined with the additional borrowing capacity under the Revolving Credit Facility totaled$871.4 million . The Unsecured Notes were issued byAcuity Brands Lighting, Inc. , a wholly-owned subsidiary ofAcuity Brands, Inc. The Unsecured Notes are fully and unconditionally guaranteed on a senior unsecured basis byAcuity Brands, Inc. andABL IP Holding LLC , a wholly-owned subsidiary ofAcuity Brands, Inc. The following tables present summarized financial information forAcuity Brands, Inc. ,Acuity Brands Lighting, Inc. , andABL IP Holding LLC on a combined basis after the elimination of all intercompany balances and transactions between the combined group as well as any investments in non-guarantors as of the dates and during the period presented (in millions): Summarized Balance Sheet Information February 28, 2022 August 31, 2021 Current assets $ 1,271.6 $
1,172.0
Amounts due from non-guarantor affiliates 247.4 213.4 Non-current assets 1,385.6 1,391.7 Current liabilities 645.5 595.1 Non-current liabilities 814.5 815.7 Summarized Income Statement Information Six Months Ended February 28, 2022 Net sales $ 1,552.8 Gross profit 640.7 Net income 158.3 Capital Allocation Priorities Our capital allocation priorities are to invest in our business for growth, to invest in mergers and acquisitions, to maintain our dividend, and to make share repurchases. Organic Growth Investments We invested$24.1 million and$21.2 million during the six months endedFebruary 28, 2022 and 2021, respectively, in property, plant, and equipment, primarily related to investments in new and enhanced information technology capabilities, tooling, equipment, and facility enhancements. We currently expect to invest approximately 1.5% of net sales on capital expenditures during fiscal 2022.
Strategic Acquisitions and Investments
We seek opportunities to strategically expand and enhance our portfolio of solutions. There were no acquisitions during the first half of fiscal 2022. The$10.2 million of cash outflows reflected in the fiscal 2022 Consolidated Statements of Cash Flows relate to working capital settlements for fiscal 2021 acquisitions.
Please refer to the Acquisitions footnote of the Notes to Consolidated Financial Statements for more information.
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Dividends
We paid dividends on our common stock of$9.3 million ($0.26 per share) and$9.7 million ($0.26 per share) during the six months endedFebruary 28, 2022 and 2021, respectively. All decisions regarding the declaration and payment of dividends are at the discretion of the Board of Directors (the "Board") and are evaluated regularly in light of our financial condition, earnings, growth prospects, funding requirements, applicable law, and any other factors the Board deems relevant. Share Repurchases During the first half of fiscal 2022, we repurchased 0.6 million shares of our outstanding common stock for$109.1 million . Total cash outflows for share repurchases during the six months endedFebruary 28, 2022 were$108.0 million . We expect to repurchase shares on an opportunistic basis subject to various factors including stock price, Company performance, market conditions, and other possible uses of cash. As ofFebruary 28, 2022 , the maximum number of shares that may yet be repurchased under the share repurchase program authorized by the Board equaled 3.2 million shares. OnMarch 31, 2022 , the Board authorized the repurchase of additional shares of our common stock, bringing our total authorization to five million shares. Refer to Part II, Item 5. Other Information for further details.
The COVID-19 Pandemic
The COVID-19 pandemic has resulted in intermittent worldwide government restrictions on the movement of people, goods, and services resulting in increased volatility in and disruptions to global markets. We remain committed to prioritizing the health and well-being of our associates and their families and ensuring that we operate effectively. We have implemented policies to screen associates, contractors, and vendors for COVID-19 symptoms upon entering our manufacturing, distribution, and open-office facilities inthe United States ,Mexico , and other locations as permitted by law. We have also implemented one-way traffic flows, additional cleaning requirements for common spaces, mandatory face coverings, hand sanitizer stations, socially-distanced workspaces, and self-serve pay stations within our cafeterias to mitigate the spread of the virus. Additionally, we have required certain employees whose job functions can be performed remotely to work primarily from home. The COVID-19 pandemic has had an adverse impact on our results of operations. The pandemic has caused reduced construction and renovation spending as well as a disruption in our supply chain for certain components, both of which negatively impacted our operating results. Although our facilities are open, a resurgence in COVID-19 cases, including as a result of new variants, may lead to the reimposition of previously lifted business closure requirements, the imposition of new restrictions, or the issuance of new or revised local or national health guidance. We also continue to incur additional health and safety costs including expenditures for personal protection equipment and facility enhancements to maintain proper distancing guidelines issued by theCenters for Disease Control and Prevention . We have taken actions to reduce costs, including the realignment of headcount with current volumes, a limit on all non-essential employee travel, other efforts to decrease discretionary spending, and reductions in our real estate footprint. Additionally, we elected to defer certain employer payroll taxes as allowable under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES" Act) signed into law onMarch 27, 2020 . Half of these deferrals were paid inDecember 2021 , and the remaining deferrals are due inDecember 2022 . Although we have implemented significant measures to mitigate further spread of the virus, our employees, customers, suppliers, and contractors may continue to experience disruptions to business activities due to potential further government-mandated or voluntary shutdowns, general economic conditions, or other negative impacts of the COVID-19 pandemic. We are continuously monitoring the adverse effects of the pandemic and identifying steps to mitigate those effects. As the COVID-19 pandemic is continually evolving, we are uncertain of its ultimate duration and impact. See Part I, Item 1a. Risk Factors of our Form 10-K for further details regarding the potential impacts of COVID-19 to our results of operations, financial position, and cash flows. 21
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Results of Operations
Second Quarter of Fiscal 2022 Compared with Second Quarter of Fiscal 2021
The following table sets forth information comparing the components of net income for the three months endedFebruary 28, 2022 and 2021 (in millions except per share data): Three Months Ended February 28, Increase February 28, 2022 2021 (Decrease) Percent Change Net sales $ 909.1$ 776.6 $ 132.5 17.1 % Cost of products sold 529.8 439.9 89.9 20.4 % Gross profit 379.3 336.7 42.6 12.7 % Percent of net sales 41.7 % 43.4 % (170) bps Selling, distribution, and administrative expenses 277.0 245.4 31.6 12.9 % Special charges - 0.3 (0.3) NM Operating profit 102.3 91.0 11.3 12.4 % Percent of net sales 11.3 % 11.7 % (40) bps Other expense: Interest expense, net 6.0 6.6 (0.6) (9.1) % Miscellaneous (income) expense, net (1.9) 2.2 (4.1) NM Total other expense 4.1 8.8 (4.7) (53.4) % Income before income taxes 98.2 82.2 16.0 19.5 % Percent of net sales 10.8 % 10.6 % 20 bps Income tax expense 22.9 19.3 3.6 18.7 % Effective tax rate 23.3 % 23.5 % Net income $ 75.3$ 62.9 $ 12.4 19.7 % Diluted earnings per share $ 2.13$ 1.74 $ 0.39 22.4 % NM - not meaningful Net Sales Net sales for the three months endedFebruary 28, 2022 increased$132.5 million , or 17.1%, to$909.1 million compared with$776.6 million in the prior-year period. Both our ABL and ISG segments benefited from recent price increases as well as higher volumes. Revenues from acquired companies contributed an almost 4% increase in sales compared to the prior year. Changes in foreign currency rates did not have a meaningful impact on net sales for the second quarter of fiscal 2022. Gross Profit Gross profit for the second quarter of fiscal 2022 increased$42.6 million , or 12.7%, to$379.3 million compared with$336.7 million in the prior-year period, while gross profit margin decreased 170 basis points to 41.7% from 43.4%. Throughout the current quarter, material and conversion costs as well as freight costs continued to escalate, which we were able to offset through price increases and product and productivity improvements. Gross profit margin was also unfavorably impacted by the near-term dilutive effects of recent acquisitions.
Operating Profit
Selling, distribution, and administrative expenses ("SD&A") expenses for the
three months ended February 28, 2022 were $277.0 million compared with $245.4
million in the prior-year period, an increase of $31.6 million , or 12.9%. The
increase in SD&A expense was due primarily to higher outbound freight and
commissions costs associated with higher sales as well as increased
employee-related costs due in part to recent acquisitions. SD&A expenses for the
second quarter of fiscal 2022 were 30.5% of net sales compared with 31.6% for
the prior-year period due primarily to improved leveraging of our operating
costs.
Operating profit for the second quarter of fiscal 2022 was
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operating profit was due primarily to higher gross profit associated with the increase in sales, partially offset by higher SD&A expenses. The operating profit margin decrease of 40 bps year over year was due primarily to our decline in gross profit margin as well as the unfavorable impact of acquisitions on our operating expenses. These declines were partially offset by improved leveraging of operating costs. Other Expense Other expense consists of net interest expense and net miscellaneous (income) expense, which includes non-service related components of net periodic pension cost, gains and losses associated with foreign currency-related transactions, and non-operating gains and losses.
Interest expense, net, was
We reported net miscellaneous income of$1.9 million for the three months endedFebruary 28, 2022 and net miscellaneous expense of$2.2 million for the three months endedFebruary 28, 2021 . The year-over-year change in net miscellaneous (income) expense was largely due to gains and losses on foreign currency-related transactions.
Income Taxes and Net Income
Our effective income tax rate was 23.3% and 23.5% for the three months endedFebruary 28, 2022 and 2021, respectively. We currently estimate that our blended consolidated effective income tax rate, before any discrete items, will be approximately 23% for fiscal 2022, assuming the rates in our taxing jurisdictions remain generally consistent throughout the year. Net income for the three months endedFebruary 28, 2022 increased$12.4 million , or 19.7%, to$75.3 million from$62.9 million reported for the prior-year period. The increase in net income resulted primarily from an increased operating profit compared to the prior-year period. Diluted earnings per share for the three months endedFebruary 28, 2022 increased$0.39 , or 22.4%, to$2.13 compared with diluted earnings per share of$1.74 for the prior-year period. This increase reflects higher net income as well as lower outstanding diluted shares. Segment Results The following table sets forth information comparing the operating results of our segments, ABL and ISG, for the three months endedFebruary 28, 2022 and 2021 (in millions). We have recast historical information to conform to the current segment structure. Three Months Ended February 28, Increase February 28, 2022 2021 (Decrease) Percent Change ABL: Net sales $ 863.1$ 736.8 $ 126.3 17.1 % Operating profit 116.5 102.0 14.5 14.2 % Operating profit margin 13.5 % 13.8 % (30) bps ISG: Net sales $ 50.0$ 43.3 $ 6.7 15.5 % Operating profit 1.2 0.8 0.4 50.0 % Operating profit margin 2.4 % 1.8 % 60 bps ABL net sales for the three months endedFebruary 28, 2022 increased$126.3 million , or 17.1%, to$863.1 million compared with$736.8 million in the prior-year period. Sales within the independent and direct network channels increased due primarily to benefits from recent price increases as well as higher volumes. Additionally, sales within the corporate accounts channel increased year over year as some large accounts began previously deferred maintenance and renovations. Acquisitions contributed an almost 4% increase in sales compared to the prior year and are reflected within the other sales channel in ABL's disaggregated revenue. Operating profit for ABL was$116.5 million (13.5% of ABL net sales) for the three months endedFebruary 28, 2022 compared to$102.0 million (13.8% of ABL net sales) in the prior-year period, an increase of$14.5 million . The increase in operating profit was due primarily to contributions from higher sales partially offset by increased materials and freight costs as well as higher operating costs to support the increase in sales. 23
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ISG net sales for the three months endedFebruary 28, 2022 increased$6.7 million , or 15.5%, to$50.0 million compared with$43.3 million in the prior-year period driven primarily by strong demand for building and heating, ventilation, and air-conditioning controls as well as price increases. ISG operating profit was$1.2 million for the three months endedFebruary 28, 2022 compared to$0.8 million in the prior-year period, an increase of$0.4 million . This increase was due primarily to contributions from higher sales, partially offset by increased employee costs.
First Six Months of Fiscal 2022 Compared with First Six Months of Fiscal 2021
The following table sets forth information comparing the components of net income for the six months endedFebruary 28, 2022 and 2021 (in millions except per share data): Six Months Ended February 28, February 28, Increase 2022 2021 (Decrease) Percent Change Net sales$ 1,835.2 $ 1,568.6 $ 266.6 17.0 % Cost of products sold 1,070.1 899.5 170.6 19.0 % Gross profit 765.1 669.1 96.0 14.3 % Percent of net sales 41.7 % 42.7 % (100) bps Selling, distribution, and administrative expenses 547.7 491.4 56.3 11.5 % Special charges - 1.0 (1.0) NM Operating profit 217.4 176.7 40.7 23.0 % Percent of net sales 11.8 % 11.3 % 50 bps Other expense: Interest expense, net 11.9 11.5 0.4 3.5 % Miscellaneous (income) expense, net (1.6) 3.8 (5.4) NM Total other expense 10.3 15.3 (5.0) (32.7) % Income before income taxes 207.1 161.4 45.7 28.3 % Percent of net sales 11.3 % 10.3 % 100 bps Income tax expense 44.2 38.9 5.3 13.6 % Effective tax rate 21.3 % 24.1 % Net income$ 162.9 $ 122.5 $ 40.4 33.0 % Diluted earnings per share$ 4.60 $ 3.30 $ 1.30 39.4 % NM - not meaningful Net Sales Net sales for the six months endedFebruary 28, 2022 increased$266.6 million , or 17.0%, to$1.84 billion compared with$1.57 billion in the prior-year period. Both our ABL and ISG segments benefited from recent price increases as well as higher volumes. Revenues from acquired companies contributed an almost 4% increase in sales compared to the prior year. Changes in foreign currency rates did not have a meaningful impact on net sales for the first six months of fiscal 2022. Gross Profit Gross profit for the six months endedFebruary 28, 2022 increased$96.0 million , or 14.3%, to$765.1 million compared with$669.1 million in the prior-year period. Gross profit margin decreased 100 basis points to 41.7% for the six months endedFebruary 28, 2022 compared with 42.7% in the prior-year period. Throughout the first six months of fiscal 2022, material and conversion costs as well as freight costs continued to escalate, which we were able to offset through price increases and product and productivity improvements. Gross profit margin was also unfavorably impacted by the near-term dilutive effects of recent acquisitions. Operating Profit SD&A expenses for the six months endedFebruary 28, 2022 were$547.7 million compared with$491.4 million in the prior-year period, an increase of$56.3 million , or 11.5%. The increase in SD&A expense was due primarily to higher outbound freight and commissions costs associated with higher sales as well as increased employee-related 24
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costs due in part to recent acquisitions. SD&A expenses for the first six months of fiscal 2022 were 29.8% of net sales compared with 31.3% for the prior-year period due primarily to improved leveraging of our operating costs. Operating profit for the first six months of fiscal 2022 was$217.4 million (11.8% of net sales) compared with$176.7 million (11.3% of net sales) for the prior-year period, an increase of$40.7 million , or 23.0%. The increase in operating profit was due primarily to higher gross profit associated with the increase in sales, partially offset by higher SD&A expenses. The operating profit margin increase of 50 bps year over year was the result of improved leveraging of operating costs, partially offset by lower gross profit margin.
Other Expense
Other expense consists of net interest expense and net miscellaneous (income) expense, which includes non-service related components of net periodic pension cost, gains and losses associated with foreign currency-related transactions, and non-operating gains and losses.
Interest expense, net, was
We reported net miscellaneous income of$1.6 million for the six months endedFebruary 28, 2022 and net miscellaneous expense of$3.8 million for the six months endedFebruary 28, 2021 . During the first six months of fiscal 2021, we recorded an impairment charge of$4.0 million for an unconsolidated equity investment. Further details regarding the impairment charge are included in the Fair Value Measurements footnote of the Notes to Consolidated Financial Statements. Excluding the impairment, the year-over-year change in net miscellaneous (income) expense was largely due to gains and losses on foreign currency-related transactions.
Income Taxes and Net Income
Our effective income tax rate was 21.3% and 24.1% for the six months endedFebruary 28, 2022 and 2021, respectively. The decrease in the effective income tax rate was primarily due to favorable discrete items recognized in the first quarter of fiscal 2022 related to excess tax benefits on share-based payments. We currently estimate that our blended consolidated effective income tax rate, before any discrete items, will be approximately 23% for fiscal 2022, assuming the rates in our taxing jurisdictions remain generally consistent throughout the year. Net income for the first six months of fiscal 2022 increased$40.4 million , or 33.0%, to$162.9 million from$122.5 million reported for the prior-year period. The increase in net income was due primarily to an increased operating profit. Diluted earnings per share for the six months endedFebruary 28, 2022 increased$1.30 to$4.60 compared with diluted earnings per share of$3.30 for the prior-year period. This increase reflects higher net income as well as lower outstanding diluted shares. Segment Results The following table sets forth information comparing the operating results of our segments, ABL and ISG, for the six months endedFebruary 28, 2022 and 2021 (in millions). We have recast historical information to conform to the current segment structure. Six Months Ended February 28, February 28, Increase 2022 2021 (Decrease) Percent Change ABL: Net sales$ 1,746.7 $ 1,490.4 $ 256.3 17.2 % Operating profit 244.6 200.4 44.2 22.1 % Operating profit margin 14.0 % 13.4 % 60 bps ISG: Net sales$ 96.4 $ 84.1 $ 12.3 14.6 % Operating profit 3.2 0.7 2.5 357.1 % Operating profit margin 3.3 % 0.8 % 250 bps ABL net sales for the six months endedFebruary 28, 2022 increased 17.2% compared with the prior-year period. Sales within the independent and direct network channels increased due primarily to benefits from recent price increases as well as higher volumes. Additionally, sales within the corporate accounts channel increased year over year as some large accounts began previously deferred maintenance and renovations. Acquisitions contributed an 25
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almost 4% increase in sales compared to the prior year and are reflected within the other sales channel in ABL's disaggregated revenue. These increases were partially offset by declines in the retail sales channel. Operating profit for ABL was$244.6 million (14.0% of ABL net sales) for the six months endedFebruary 28, 2022 compared to$200.4 million (13.4% of ABL net sales) in the prior-year period, an increase of$44.2 million . The increase in operating profit was due primarily to contributions from higher sales partially offset by increased materials and freight costs as well as higher operating costs to support the increase in sales. ISG net sales for the six months endedFebruary 28, 2022 increased 14.6% compared with the prior-year period primarily driven by strong demand for building and heating, ventilation, and air-conditioning controls as well as price increases. ISG operating profit was$3.2 million for the six months endedFebruary 28, 2022 compared with$0.7 million in the prior-year period, an increase of$2.5 million . This increase was due primarily to contributions from higher sales, partially offset by increased employee costs.
Critical Accounting Estimates
Management's Discussion and Analysis of Financial Condition and Results of Operations addresses the financial condition and results of operations as reflected in our Consolidated Financial Statements, which have been prepared in accordanceU.S. generally accepted accounting principles ("U.S. GAAP"). As discussed in the Description of Business and Basis of Presentation footnote of the Notes to Consolidated Financial Statements, the preparation of financial statements in conformity withU.S. GAAP requires us 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 reported amounts of revenue and expense during the reporting period. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition; inventory valuation; goodwill and indefinite-lived intangible assets; share-based payment expense; and product warranty and recall costs. We base our estimates and judgments on our substantial historical experience and other relevant factors, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. We discuss the development of critical accounting estimates with the Audit Committee of the Board of Directors. There have been no material changes in our critical accounting estimates during the current period. For a detailed discussion of other significant accounting policies that may involve a higher degree of judgment, refer to our Form 10-K.
Cautionary Statement Regarding Forward-Looking Statements and Information
This filing contains forward-looking statements within the meaning of the federal securities laws. Statements made herein that may be considered forward-looking include statements incorporating terms such as "expects," "believes," "intends," "anticipates," and similar terms that relate to future events, performance, or results of the Company. In addition, the Company, or the executive officers on the Company's behalf, may from time to time make forward-looking statements in reports and other documents we file with theU.S. Securities and Exchange Commission or in connection with oral statements made to the press, current and potential investors, or others. Forward-looking statements include, without limitation: (a) our projections regarding financial performance, including our expected margins and ability to leverage operating costs, liquidity, capital structure, capital expenditures, investments, share repurchases, and dividends; (b) expectations about the impact of any changes in demand, including improvements in our end markets, as well as volatility, challenges, and uncertainty in general economic conditions; (c) expectations about volatility in raw material, purchased finished goods, and transportation costs as well as component and labor availability; (d) our ability to execute and realize benefits from initiatives related to streamlining our operations and integrating recent acquisitions, realize synergies from acquisitions, capitalize on growth opportunities, introduce innovative products and services, and realize benefits from sustainability initiatives; (e) our estimate of our fiscal 2022 effective income tax rate, results of operations, and cash flows; (f) our estimate of future amortization expense; (g) our ability to achieve our long-term financial goals and measures; (h) our expectations about the resolution of securities class action and other legal matters; (i) our expectations about our ability to enter into a new credit agreement prior to the expiration of the current agreement as well as any impacts of the phase out of the London Inter-Bank Offered Rate ("LIBOR"); and (j) our expectations of the impact of the ongoing COVID-19 pandemic and the conflict betweenRussia andUkraine . You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this quarterly report. Except as required by law, we undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date of this quarterly report or to reflect the occurrence of unanticipated events. Our forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and management's present expectations or projections. These 26
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risks and uncertainties that could cause our actual results to differ materially from those expressed in our forward-looking statements are discussed in Part I, Item 1a. Risk Factors of our Form 10-K.
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