ACUITY BRANDS, INC. Item 2.02. Results of Operations and Financial Condition. OnJuly 1, 2021 ,Acuity Brands, Inc. ("we," "our," "us," "the Company," or similar references) issued a press release containing information about our results of operations for our fiscal quarter endedMay 31, 2021 . A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The information contained in this paragraph, as well as Exhibit 99.1 referenced herein, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Item 7.01. Regulation FD Disclosure. Segment Reporting During the third quarter of fiscal 2021, we completed a realignment of our operations and structure to better support our business strategy. As a result, beginning in the current quarter, we now report our financial results of operations in two reportable segments,Acuity Brands Lighting and Lighting Controls ("ABL") andIntelligent Spaces Group ("ISG"), consistent with how our chief operating decision maker currently evaluates operating results, assesses performance, and allocates resources within the Company. We are furnishing this Form 8-K under Regulation FD to provide a description of our new segments and to present summary financial information and historical data on a basis consistent with the new structure. These recast historical financial results are unaudited and may change in the course of quarterly reviews and the Company's annual audit. Beginning with the fiscal quarter endedMay 31, 2021 , our financial statements will reflect the new reporting structure with prior periods adjusted accordingly. For reference, segment information for our new reportable segments, ABL and ISG, as well as unallocated corporate charges for prior periods is presented below (in millions): Fiscal 2020 Fiscal 2021 First Second Third Fourth First Second Quarter Quarter Quarter Quarter Quarter Quarter ABL: Net sales$ 798.0 $ 788.2 $ 741.6 $ 853.1 $ 753.6 $ 736.8 Operating profit 109.6 95.8 98.6 121.8 98.4 102.0 Depreciation and amortization 20.3 21.4 20.8 21.2 21.1 21.1 ISG: Net sales$ 39.3 $ 39.1 $ 37.7 $ 40.9 $ 40.8 $ 43.3 Operating (loss) profit 1.3 (3.4) (0.2) (1.6) (0.1) 0.8 Depreciation and amortization 3.6 4.0 4.4 4.3 3.6 3.7 Corporate: Operating loss$ (27.3) $ (11.0) $ (15.4) $ (14.3) $ (12.6) $ (11.8) Depreciation and amortization 0.3 0.2 0.3 0.3 0.3 0.2 Eliminations: Net sales$ (2.6) $ (3.1) $ (3.1) $ (2.8) $ (2.4) $ (3.5) Total: Net sales$ 834.7 $ 824.2 $ 776.2 $ 891.2 $ 792.0 $ 776.6 Operating profit 83.6 81.4 83.0 105.9 85.7 91.0 Depreciation and amortization 24.2 25.6 25.5 25.8 25.0 25.0 2
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Our ABL segment's lighting and lighting controls are sold primarily through
independent sales agents who cover specific geographic areas and market
channels, by internal sales representatives, through consumer retail channels,
and directly to large corporate accounts. ISG sells predominantly through system
integrators. For reference, the following table shows recast revenue from
contracts with customers by sales channel and reconciles to our segment
information for the periods presented (in millions):
Fiscal 2020 Fiscal 2021
First Second Third Fourth First Second
Quarter Quarter Quarter Quarter Quarter Quarter
ABL:
Independent sales network $ 572.4 $ 557.4 $ 549.4 $ 605.1 $ 559.5 $ 549.9
Direct sales network 94.1 76.6 69.4 88.9 80.1 79.2
Retail sales 55.0 57.4 48.7 57.2 56.0 43.7
Corporate accounts 32.2 55.3 39.1 65.2 22.9 26.2
Other 44.3 41.5 35.0 36.7 35.1 37.8
Total ABL 798.0 788.2 741.6 853.1 753.6 736.8
ISG 39.3 39.1 37.7 40.9 40.8 43.3
Eliminations (2.6) (3.1) (3.1) (2.8) (2.4) (3.5)
Total $ 834.7 $ 824.2 $ 776.2 $ 891.2 $ 792.0 $ 776.6
This current report on Form 8-K includes below the following non-generally
accepted accounting principles ("GAAP") financial measures for our reportable
segments: "adjusted operating profit" and "adjusted operating profit margin".
These non-GAAP financial measures are provided to enhance the reader's overall
understanding of our segments' current financial performance and prospects for
the future. Specifically, management believes that these non-GAAP measures
provide useful information to investors by excluding or adjusting items for
acquisition-related items, amortization of acquired intangible assets,
share-based payment expense, impairment on investment, and special charges
associated with continued efforts to streamline the organization and integrate
recent acquisitions. Management typically adjusts for these items for internal
reviews of performance and uses the above non-GAAP measures for baseline
comparative operational analysis, decision making, and other activities.
Management believes these non-GAAP measures provide greater comparability and
enhanced visibility into the Company's segment results of operations as well as
comparability with many of its peers, especially those companies focused more on
technology and software. Non-GAAP financial measures included in this news
release should be considered in addition to, and not as a substitute for or
superior to, results prepared in accordance with GAAP.
The most directly comparable GAAP measures for adjusted operating profit and
adjusted operating profit margin are "operating profit" and "operating profit
margin," respectively, which include the impact of acquisition-related items,
amortization of acquired intangible assets, and share-based payment expense. The
Company's non-GAAP financial measures may not be comparable to similarly titled
non-GAAP financial measures used by other companies, have limitations as an
analytical tool, and should not be considered in isolation or as a substitute
for GAAP financial measures. Our presentation of such measures, which may
include adjustments to exclude unusual or non-recurring items, should not be
construed as an inference that our future results will be unaffected by other
unusual or non-recurring items.
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--------------------------------------------------------------------------------The tables below reconcile operating profit to adjusted operating profit for each reportable segment (in millions):
Fiscal 2020 Fiscal 2021
First Second Third Fourth First Second
Quarter Quarter Quarter Quarter Quarter Quarter
ABL:
Operating profit (GAAP) $ 109.6 $ 95.8
6.5 6.8 6.9 7.2 7.0 6.9
Add-back: Share-based payment expense 4.3 3.9 2.9 2.3 2.9 3.0
Add-back: Acquisition-related items(1) 1.1 0.1 - - - -
Adjusted operating profit (Non-GAAP) $ 121.5 $ 106.6 ISG:
Operating profit (loss) (GAAP)$ 1.3 $ (3.4)
3.1 3.6 3.9 3.7 3.1 3.2
Add-back: Share-based payment expense 1.3 1.9 1.3 - 0.7 0.8
Adjusted operating profit (Non-GAAP) $ 5.7 $ 2.1 ______________________________
(1) Acquisition-related items include profit in inventory. Investor Update As previously announced, the Company is scheduled to host a virtual investor update onJuly 1, 2021 beginning at9:00 a.m. (ET) . A copy of the financial materials to be used during the virtual investor update is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. A replay of the event, along with a transcript, will be posted to the Company's investor relations website at https://www.investors.acuitybrands.com/ shortly after the event ends and will be archived on the site. The information contained in this Item 7.01, as well as Exhibit 99.2 referenced herein, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Item 8.01. Other Events. OnJune 25, 2021 , the Board of Directors of the Company declared a quarterly dividend of$0.13 per share. A copy of the related press release is attached as Exhibit 99.3 to this Current Report on Form 8-K, which is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release datedJuly 1, 2021 . 99.2 Investor Presentation. 99.3 Press Release datedJune 25, 2021 . 104 Cover Page Interactive Data File (embedded within the inline
XBRL document).
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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.
Date:
ACUITY BRANDS, INC. By: /s/Karen J. Holcom Karen J. Holcom Senior Vice President and Chief Financial Officer 5
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