10-Q
Table of Contents

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
Form 10-Q
_____________________________________________
(Mark One)
 
 
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended February 29, 2016.
OR
o
 
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 Number)
1170 Peachtree Street, N.E., Suite 2300,
Atlanta, Georgia
(Address of principal executive offices)
 
30309-7676
(Zip Code)
(404) 853-1400
(Registrant’s telephone number, including area code)

None
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

_____________________________________________
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 þ     No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes þ     No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer þ
     Accelerated Filer o
Non-accelerated Filer o
Smaller Reporting Company o
 
 
(Do not check if a smaller reporting company)     
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o     No þ
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 43,825,618 shares as of March 31, 2016.
 


Table of Contents

ACUITY BRANDS, INC.
Table of Contents

 
 
Page No.
 
 
 
 
 
 
 
 
 EX-31.A
 EX-31.B
 EX-32.A
 EX-32.B
 EX-101.INSTANCE DOCUMENT
 EX-101.SCHEMA DOCUMENT
 EX-101.CALCULATION LINKBASE DOCUMENT
 EX-101.LABELS LINKBASE DOCUMENT
 EX-101.PRESENTATION LINKBASE DOCUMENT


Table of Contents

PART I. FINANCIAL INFORMATION
Item 1.
Financial Statement
ACUITY BRANDS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per-share data)
 
February 29, 2016
 
August 31, 2015
 
(unaudited)
 
 
ASSETS
 
 
 
Current Assets:
 

 
 
Cash and cash equivalents
$
224.3

 
$
756.8

Accounts receivable, less reserve for doubtful accounts of $1.9 and $1.3 as of February 29, 2016 and August 31, 2015, respectively
458.8

 
411.7

Inventories
277.5

 
224.8

Prepayments and other current assets
37.1

 
20.1

Total Current Assets
997.7

 
1,413.4

Property, Plant, and Equipment, at cost:
 

 
 
Land
23.7

 
6.7

Buildings and leasehold improvements
178.5

 
128.4

Machinery and equipment
419.1

 
391.9

Total Property, Plant, and Equipment
621.3

 
527.0

Less — Accumulated depreciation and amortization
364.7

 
352.4

Property, Plant, and Equipment, net
256.6

 
174.6

Other Assets:
 

 
 
Goodwill
883.7

 
565.0

Intangible assets, net
452.8

 
223.4

Deferred income taxes
3.4

 
3.5

Other long-term assets
25.6

 
27.1

Total Other Assets
1,365.5

 
819.0

Total Assets
$
2,619.8

 
$
2,407.0

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current Liabilities:
 

 
 
Accounts payable
$
317.8

 
$
311.1

Current maturities of long-term debt
0.2

 

Accrued compensation
50.4

 
78.2

Other accrued liabilities
145.0

 
131.6

Total Current Liabilities
513.4

 
520.9

Long-Term Debt
353.5

 
352.4

Accrued Pension Liabilities, less current portion
79.9

 
83.9

Deferred Income Taxes
114.2

 
31.7

Self-Insurance Reserves, less current portion
8.2

 
6.9

Other Long-Term Liabilities
57.2

 
51.2

Total Liabilities
1,126.4

 
1,047.0

Commitments and Contingencies (see Commitments and Contingencies footnote)


 


Stockholders’ Equity:
 

 
 
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued

 

Common stock, $0.01 par value; 500,000,000 shares authorized; 53,236,095 issued and 43,516,840 outstanding at February 29, 2016; 53,024,284 issued and 43,305,029 outstanding at August 31, 2015
0.5

 
0.5

Paid-in capital
818.7

 
797.1

Retained earnings
1,215.5

 
1,093.0

Accumulated other comprehensive loss
(121.1
)
 
(110.4
)
Treasury stock, at cost, 9,719,255 shares at February 29, 2016 and August 31, 2015
(420.2
)
 
(420.2
)
Total Stockholders’ Equity
1,493.4

 
1,360.0

Total Liabilities and Stockholders’ Equity
$
2,619.8

 
$
2,407.0


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


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Table of Contents

ACUITY BRANDS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In millions, except per-share data)
 
Three Months Ended
 
Six Months Ended
 
February 29, 2016
 
February 28, 2015
 
February 29, 2016
 
February 28, 2015
Net Sales
$
777.8

 
$
616.1

 
$
1,514.4

 
$
1,263.5

Cost of Products Sold
440.9

 
360.4

 
858.1

 
734.8

Gross Profit
336.9

 
255.7

 
656.3

 
528.7

Selling, Distribution, and Administrative Expenses
230.1

 
177.7

 
436.7

 
354.0

Special Charge
0.1

 
(0.6
)
 
0.5

 
9.4

Operating Profit
106.7

 
78.6

 
219.1

 
165.3

Other Expense (Income):
 

 
 
 
 
 
 
Interest Expense, net
8.2

 
8.0

 
16.1

 
15.9

Miscellaneous Income, net
(1.1
)
 
(0.1
)
 
(1.8
)
 
(1.0
)
Total Other Expense
7.1

 
7.9

 
14.3

 
14.9

Income before Provision for Income Taxes
99.6

 
70.7

 
204.8

 
150.4

Provision for Income Taxes
34.1

 
24.3

 
70.9

 
52.9

Net Income
$
65.5

 
$
46.4

 
$
133.9

 
$
97.5

 
 
 
 
 
 
 
 
Earnings Per Share:
 

 
 
 
 
 
 
Basic Earnings per Share
$
1.50

 
$
1.07

 
$
3.08

 
$
2.25

Basic Weighted Average Number of Shares Outstanding
43.5

 
43.1

 
43.4

 
43.1

Diluted Earnings per Share
$
1.49

 
$
1.07

 
$
3.06

 
$
2.24

Diluted Weighted Average Number of Shares Outstanding
43.8

 
43.4

 
43.7

 
43.3

Dividends Declared per Share
$
0.13

 
$
0.13

 
$
0.26

 
$
0.26

 
 
 
 
 
 
 
 
Comprehensive Income:
 
 
 
 
 
 
 
Net Income
$
65.5

 
$
46.4

 
$
133.9

 
$
97.5

Other Comprehensive Income (Expense) Items:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(9.2
)
 
(9.8
)
 
(13.4
)
 
(16.9
)
Defined benefit pension plans, net of tax
1.3

 
0.9

 
2.7

 
0.7

Other Comprehensive Expense, net of tax
(7.9
)
 
(8.9
)
 
(10.7
)
 
(16.2
)
Comprehensive Income
$
57.6

 
$
37.5

 
$
123.2

 
$
81.3


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




2

Table of Contents

ACUITY BRANDS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In millions)
 
Six Months Ended
 
February 29, 2016
 
February 28, 2015
Cash Provided by (Used for) Operating Activities:
 
 
 
Net income
$
133.9

 
$
97.5

Adjustments to reconcile net income to net cash provided by (used for) operating activities:
 
 
 
Depreciation and amortization
30.7

 
22.5

Share-based compensation expense
13.0

 
8.4

Excess tax benefits from share-based payments
(14.3
)
 
(12.2
)
Gain on the sale or disposal of property, plant, and equipment
(1.1
)
 

Deferred income taxes
(0.3
)
 
0.2

Change in assets and liabilities, net of effect of acquisitions, divestitures, and effect of exchange rate changes:
 
 
 
Accounts receivable
18.3

 
11.9

Inventories
(3.5
)
 
(27.4
)
Prepayments and other current assets
(11.4
)
 
(8.9
)
Accounts payable
(16.2
)
 
(4.3
)
Other current liabilities
(29.2
)
 
(11.1
)
Other
(0.4
)
 
(1.1
)
Net Cash Provided by Operating Activities
119.5

 
75.5

Cash Provided by (Used for) Investing Activities:
 

 
 

Purchases of property, plant, and equipment
(43.8
)
 
(27.0
)
Proceeds from sale of property, plant, and equipment
2.2

 

Acquisition of businesses, net of cash acquired
(613.7
)
 

Net Cash Used for Investing Activities
(655.3
)
 
(27.0
)
Cash Provided by (Used for) Financing Activities:
 

 
 

Issuance of long-term debt
1.1

 

Proceeds from stock option exercises and other
6.2

 
7.4

Excess tax benefits from share-based payments
14.3

 
12.2

Dividends paid
(11.4
)
 
(11.3
)
Other financing activities

 
(3.2
)
Net Cash Provided by Financing Activities
10.2

 
5.1

Effect of Exchange Rate Changes on Cash
(6.9
)
 
(5.0
)
Net Change in Cash and Cash Equivalents
(532.5
)
 
48.6

Cash and Cash Equivalents at Beginning of Period
756.8

 
552.5

Cash and Cash Equivalents at End of Period
$
224.3

 
$
601.1

Supplemental Cash Flow Information:
 

 
 

Income taxes paid during the period
$
61.0

 
$
58.0

Interest paid during the period
$
22.1

 
$
21.5


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


3

Table of Contents

ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Amounts in millions, except per-share data and as indicated)


1.
Description of Business and Basis of Presentation
Acuity Brands, Inc. (“Acuity Brands”) is the parent company of Acuity Brands Lighting, Inc. (“ABL”) and other subsidiaries (Acuity Brands, ABL, and such other subsidiaries are collectively referred to herein as the "Company”). The Company’s lighting and energy management solutions include devices such as luminaires, lighting and building controls, lighting components, power supplies, prismatic skylights, and integrated lighting systems for indoor and outdoor applications utilizing a combination of light sources, including daylight, and other devices controlled by software that monitors and manages light levels while optimizing energy consumption. Additionally, the Company continues to expand its solutions portfolio for both indoor and outdoor applications in an effort to capitalize on the evolving and growing market for intelligent networked systems that collect and exchange data to increase efficiency as well as provide a host of other economic benefits resulting from data analytics to better enable smart buildings and smart cities. The transition to solid-state lighting provides the opportunity for lighting to be integrated with other building automation systems to create an optimal platform for enabling the “Internet of Things” (IoT), which will support the advancement of smart buildings, smart cities, and the smart grid. The Company has one reportable segment serving the North American and select international markets.
The Consolidated Financial Statements have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and present the financial position, results of operations, and cash flows of Acuity Brands and its wholly-owned subsidiaries. References made to years are for fiscal year periods.
These unaudited interim consolidated financial statements reflect all normal and recurring adjustments which are, in the opinion of management, necessary to present fairly the Company’s consolidated financial position as of February 29, 2016, the consolidated comprehensive income for the three and six months ended February 29, 2016 and February 28, 2015, and the consolidated cash flows for the six months ended February 29, 2016 and February 28, 2015. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. However, the Company believes that the disclosures included herein are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited consolidated financial statements of the Company as of and for the three years ended August 31, 2015 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on October 27, 2015 (File No. 001-16583) (“Form 10-K”).
The results of operations for the three and six months ended February 29, 2016 and February 28, 2015 are not necessarily indicative of the results to be expected for the full fiscal year due primarily to seasonality resulting in the net sales and net income of the Company generally being higher in the second half of its fiscal year, the impact of the acquisitions, and among other reasons, the continued uncertainty of general economic conditions that may impact the key end markets of the Company for the remainder of fiscal 2016.

2.     Significant Accounting Policies
Use of Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.
Reclassifications
Certain prior-period amounts have been reclassified to conform to the current year presentation. No material reclassifications occurred during the current period, except for the reclassification of current deferred income tax assets resulting from the adoption of Accounting Standards Update ("ASU") No. 2015-17, Balance Sheet Classification of Deferred Taxes, which is discussed further in the New Accounting Pronouncements footnote.



4

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


3.     Acquisitions and Investments
Fiscal 2016 Acquisitions
Juno Lighting LLC
On December 10, 2015, using cash on hand, the Company acquired for approximately $380 all of the equity interests of Juno Lighting LLC ("Juno Lighting"), a leading provider of downlighting and track lighting fixtures for both residential and commercial applications. Juno Lighting is headquartered in Des Plaines, Illinois. At the time of acquisition, Juno Lighting generated annual revenues of approximately$250. The operating results of Juno Lighting have been included in the Company's consolidated financial statements since the date of acquisition.
Distech Controls Inc.
On September 1, 2015, using cash on hand, the Company acquired for approximately $240 all of the outstanding capital stock of Distech Controls Inc. ("Distech Controls"), a provider of building automation solutions that allow for the integration of lighting, HVAC, access control, closed circuit television, and related systems. Distech Controls is headquartered in Quebec, Canada. At the time of acquisition, Distech Controls generated annual revenues of approximately $80 Canadian Dollars. The operating results of Distech Controls have been included in the Company's consolidated financial statements since the date of acquisition.
Geometri LLC
On December 9, 2015, using cash on hand, the Company acquired certain assets and assumed certain liabilities of Geometri, LLC ("Geometri"), a provider of a software and services platform for mapping, navigation, and analytics. The operating results of Geometri have been included in the Company's consolidated financial statements since the date of acquisition.
Acquisition-related costs were expensed as incurred. Preliminary amounts related to the acquisition accounting for these acquisitions are reflected in the Consolidated Balance Sheets as of February 29, 2016. The aggregate preliminary purchase price of these acquisitions was allocated as follows:
Purchase Price
 
Cash paid, net of cash acquired
$
613.7

 
 
Allocation
 
Goodwill
$
319.7

Intangible assets:
 
     Customer-based1
117.0

     Marketing-related2
86.9

     Technology-based3
36.8

 
 
Property and equipment
63.4

Other assets acquired
130.1

Liabilities assumed
(140.2
)
 
$
613.7

______________________________ 
(1) Customer-based intangibles have useful lives between 12 and 15 years, with a weighted average amortization period of 14 years.
(2) Marketing-related intangibles are considered indefinite-lived.
(3) Technology-based intangibles have useful lives between five and nine years, with a weighted average amortization period of 7.8 years.
These amounts are deemed to be provisional until disclosed otherwise, as the Company continues to gather information related to the identification and valuation of intangible and other acquired assets and liabilities. These amounts are expected to change as the Company finalizes the allocation.
Proforma results of operations have not been presented because the effects of these acquisitions, individually and in the aggregate, were not material to the Company's consolidated results of operations.


5

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Fiscal 2015 Acquisition and Investment
On April 15, 2015, using cash on hand, the Company acquired substantially all of the assets and assumed certain liabilities of ByteLight, Inc. (“ByteLight”), a provider of indoor location software for light-emitting diode (“LED”) lighting. The operating results of ByteLight have been included in the Company’s consolidated financial statements since the date of acquisition. Management finalized the acquisition accounting for ByteLight during the fourth quarter of fiscal 2015 and the amounts are reflected in the Consolidated Balance Sheets.
In addition, during fiscal 2015, the Company made a strategic, non-controlling investment in a company specializing in light sensory networks.  This investment was accounted for using the cost method and is reflected in Other long term assets on the Consolidated Balance Sheets.

4.
New Accounting Pronouncements
Accounting Standards Adopted in Fiscal 2016
In November 2015, the Financial Accounting Standards Board ("FASB") issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"), requiring that all tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for annual reporting periods beginning after December 15, 2016. The Company early adopted ASU 2015-17, which resulted in the reclassification of $23.1 from current deferred income taxes to noncurrent deferred income taxes on the Consolidated Balance Sheets as of August 31, 2015.
Accounting Standards Yet to Be Adopted    
In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, ("ASU 2016-09"), which will change certain aspects of accounting for share-based payments to employees. ASU 2016-09 is effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2016. The Company is currently evaluating the impact of the provisions of ASU 2016-09.
In February 2016, the FASB issued ASU No. 2016-02, Leases, ("ASU 2016-02"), which requires lessees to include most leases on the balance sheet. ASU 2016-02 is effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2018. The Company is currently evaluating the impact of the provisions of ASU 2016-02.
In July 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments ("ASU 2015-16"), which simplifies the accounting for measurement-period adjustments to provisional amounts recognized in a business combination. ASU 2015-16 is effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2016. The provisions of ASU 2015-16 are not expected to have a material effect on the Company's financial condition, results of operations, or cash flows.
In April 2015, the FASB issued ASU No. 2015-05, Customer's Accounting For Fees Paid In A Cloud Computing Arrangement (“ASU 2015-05”), which provides guidance for a customer's accounting for cloud computing costs. ASU 2015-05 is effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2015. The provisions of ASU 2015-05 are not expected to have a material effect on the Company's financial condition, results of operations, or cash flows.
In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts With Customers (“ASU 2014-09”), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 is effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2016. The Company is currently evaluating the impact of the provisions of ASU 2014-09.

5.
Fair Value Measurements
The Company determines fair value measurements based on the assumptions a market participant would use in pricing the asset or liability. Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a three level hierarchy making a distinction between market participant assumptions based on (i) unadjusted quoted prices for identical assets or liabilities in an active market (Level 1), (ii) quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (Level 2), and (iii) prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (Level 3).


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Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


The following table presents information about assets and liabilities required to be carried at fair value and measured on a recurring basis as of February 29, 2016 and August 31, 2015:
 
Fair Value Measurements as of:
 
February 29, 2016
 
August 31, 2015
 
Level 1
 
Total Fair Value
 
Level 1
 
Total Fair Value
Assets:
 

 
 

 
 

 
 

Cash and cash equivalents
$
224.3

 
$
224.3

 
$
756.8

 
$
756.8

Other
0.4

 
0.4

 
0.5

 
0.5

Liabilities:
 
 
 
 
 
 
 
Other
$
0.4

 
$
0.4

 
$
0.5

 
$
0.5


The Company utilizes valuation methodologies to determine the fair values of its financial assets and liabilities in conformity with the concepts of “exit price” and the fair value hierarchy as prescribed in ASC 820. All valuation methods and assumptions are validated at least quarterly to ensure the accuracy and relevance of the fair values. There were no material changes to the valuation methods or assumptions used to determine fair values during the current period.
The Company used quoted market prices to determine the fair value of Level 1 assets and liabilities. No transfers between the levels of the fair value hierarchy occurred during the current fiscal period. In the event of a transfer in or out of a level within the fair value hierarchy, the transfers would be recognized on the date of occurrence.
Disclosures of fair value information about financial instruments (whether or not recognized in the balance sheet), for which it is practicable to estimate that value, are required each reporting period in addition to any financial instruments carried at fair value on a recurring basis as prescribed by ASC Topic 825, Financial Instruments (“ASC 825”). In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows.
The carrying values and estimated fair values of certain of the Company’s financial instruments were as follows at February 29, 2016 and August 31, 2015:
 
February 29, 2016
 
August 31, 2015
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Assets:
 
 
 
 
 
 
 
Investment in noncontrolling affiliate
$
8.0

 
$
8.0

 
$
8.0

 
$
8.0

Liabilities:
 
 
 
 
 

 
 

Senior unsecured public notes, net of unamortized discount and deferred costs
$
348.5

 
$
378.7

 
$
348.4

 
$
386.4

Other long-term debt
5.1

 
5.1

 
4.0

 
4.0

Investment in noncontrolling affiliate represents a strategic investment accounted for using the cost method. The Company estimates that the historical cost of the acquired shares represents the fair value of the investment (Level 3).
The senior unsecured public notes are carried at the outstanding balance, net of bond discounts and deferred costs, as of the end of the reporting period. Fair value is estimated based on discounted future cash flows using rates currently available for debt of similar terms and maturity (Level 2).
Other long-term debt includes instruments for which fair value is estimated based on discounted future cash flows using rates currently available for debt of similar terms and maturity (Level 2). One of the instruments is a variable-rate instrument that resets on a weekly basis; therefore, the Company estimates that the face amount of the instrument approximates fair value.
ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value to the Company. In many cases, the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instruments. In evaluating the Company’s management of liquidity and other risks, the fair values of all assets and liabilities should be taken into consideration, not only those presented above.


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Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



6.
Goodwill and Intangible Assets
Through multiple acquisitions, the Company acquired intangible assets consisting primarily of trademarks and trade names associated with specific products with finite lives, definite-lived distribution networks, patented technology, non-compete agreements, and customer relationships, which are amortized over their estimated useful lives. Indefinite-lived intangible assets consist of trade names that are expected to generate cash flows indefinitely.
The Company recorded amortization expense of $6.0 and $2.8 during the three months ended February 29, 2016 and February 28, 2015, respectively, and $11.0 and $5.6 during the six months ended February 29, 2016 and February 28, 2015, respectively. Amortization expense is generally recorded on a straight-line basis and is expected to be approximately $23.1 in fiscal 2016, $24.5 in fiscal 2017, $24.5 in fiscal 2018, $24.4 in fiscal 2019, and $24.0 in fiscal 2020.
Amortization expense recorded by the Company, as well as expected amortization expense, include a preliminary estimate related to intangibles acquired with Distech Controls, Geometri, and Juno Lighting. These amounts are deemed to be provisional until disclosed otherwise, as the Company continues to gather information related to the identification and valuation of intangible assets acquired. Refer to the Acquisitions & Investments footnote for additional information regarding the preliminary purchase price allocation.
The change in the carrying amount of goodwill during the six months ended February 29, 2016 is summarized as follows:
Balance at August 31, 2015
$
565.0

Additions from acquired businesses
319.7

Foreign currency translation adjustments
(1.0
)
Balance at February 29, 2016
$
883.7

Further discussion of the Company’s goodwill and other intangible assets is included within the Significant Accounting Policies footnote of the Notes to Consolidated Financial Statements within the Company’s Form 10-K.

7.
Inventories
Inventories include materials, labor, in-bound freight, and related manufacturing overhead, are stated at the lower of cost (on a first-in, first-out or average cost basis) or market, and consist of the following:
 
February 29, 2016
 
August 31, 2015
Raw materials, supplies, and work in process(1)
$
150.2

 
$
125.7

Finished goods
144.1

 
113.9

 
294.3

 
239.6

Less: Reserves
(16.8
)
 
(14.8
)
Total Inventory
$
277.5

 
$
224.8

_______________________________________
(1) 
Due to the immaterial amount of estimated work in process and the short lead times for the conversion of raw materials to finished goods, the Company does not believe the segregation of raw materials and work in process to be meaningful information.

8.
Earnings Per Share
Basic earnings per share is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding, which has been modified to include the effects of all participating securities (unvested share-based payment awards with a right to receive nonforfeitable dividends) as prescribed by the two-class method under ASC Topic 260, Earnings Per Share (“ASC 260”), during the period. The equity plan approved by stockholders in January 2013 changed the dividend provisions causing share-based payment awards to lose the right to receive nonforfeitable dividends. Due to this change, any shares granted after January 2013 are not participating securities as prescribed by the two-class method under ASC 260 and are accounted for in the diluted earnings per share calculation described below.

Diluted earnings per share is computed similarly but reflects the potential dilution that would occur if dilutive options were


8

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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


exercised, restricted stock awards (unvested share-based payment awards without a right to receive nonforfeitable dividends) were vested, and other distributions related to deferred stock agreements were incurred. Further discussion of the Company’s stock options and restricted stock awards is included within the Common Stock and Related Matters and Share-Based Payments footnotes of the Notes to Consolidated Financial Statements within the Company’s Form 10-K.
The following table calculates basic earnings per common share and diluted earnings per common share for the three and six months ended February 29, 2016 and February 28, 2015:
 
Three Months Ended
 
Six Months Ended
 
February 29, 2016
 
February 28, 2015
 
February 29, 2016
 
February 28, 2015
Basic Earnings per Share:
 

 
 

 
 
 
 
Net income
$
65.5

 
$
46.4

 
$
133.9

 
$
97.5

Less: Income attributable to participating securities
(0.1
)
 
(0.1
)
 
(0.2
)
 
(0.5
)
Net income available to common shareholders
$
65.4

 
$
46.3

 
$
133.7

 
$
97.0

Basic weighted average shares outstanding
43.5

 
43.1

 
43.4

 
43.1

Basic earnings per share
$
1.50

 
$
1.07

 
$
3.08

 
$
2.25

Diluted Earnings per Share:
 

 
 

 
 
 
 
Net income
$
65.5

 
$
46.4

 
$
133.9

 
$
97.5

Less: Income attributable to participating securities
(0.1
)
 
(0.1
)
 
(0.2
)
 
(0.5
)
Net income available to common shareholders
$
65.4

 
$
46.3

 
$
133.7

 
$
97.0

Basic weighted average shares outstanding
43.5

 
43.1

 
43.4

 
43.1

Common stock equivalents
0.3

 
0.3

 
0.3

 
0.2

Diluted weighted average shares outstanding
43.8

 
43.4

 
43.7

 
43.3

Diluted earnings per share
$
1.49

 
$
1.07

 
$
3.06

 
$
2.24


The following table presents stock options and restricted stock awards that were excluded from the diluted earnings per share calculation for the three and six months ended February 29, 2016 and February 28, 2015 as the effect of inclusion would have been antidilutive:
 
Three Months Ended
 
Six Months Ended
 
February 29, 2016
 
February 28, 2015
 
February 29, 2016
 
February 28, 2015
 
 

 
 

 
 
 
 
Stock options
71,115

 
78,220

 
49,624

 
54,019

Restricted stock awards
2,965

 

 
63,305

 
5,632


9.    Comprehensive Income
Comprehensive income represents a measure of all changes in equity that result from recognized transactions and other economic events other than transactions with owners in their capacity as owners. Other comprehensive income for the Company includes foreign currency translation and pension adjustments.
The following table presents the changes in each component of accumulated other comprehensive loss:
 
 Foreign Currency Items
 
 Defined Benefit Pension Plans
 
 Accumulated Other Comprehensive Loss Items
Balance at August 31, 2015
$
(42.1
)
 
$
(68.3
)
 
$
(110.4
)
Other Comprehensive Expense before reclassifications
(13.4
)
 

 
(13.4
)
Amounts reclassified from accumulated other comprehensive income

 
2.7

 
2.7

Net current-period Other Comprehensive Income (Expense)
(13.4
)
 
2.7

 
(10.7
)
Balance at February 29, 2016
$
(55.5
)
 
$
(65.6
)
 
$
(121.1
)



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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


The following tables present the tax expense or benefit allocated to each component of other comprehensive income (expense) for the three and six months ended February 29, 2016 and February 28, 2015:
 
Three Months Ended
 
February 29, 2016
 
February 28, 2015
 
 Before Tax Amount
 
 Tax (Expense) Benefit
 
 Net of Tax Amount
 
 Before Tax Amount
 
 Tax (Expense) Benefit
 
 Net of Tax Amount
Foreign Currency Translation Adjustments
$
(9.2
)
 
$

 
$
(9.2
)
 
$
(9.8
)
 
$

 
$
(9.8
)
Defined Benefit Pension Plans:
 
 
 
 
 
 
 
 
 
 
 
Amortization of defined benefit pension items:
 
 
 
 
 
 
 
 
 
 
 
Prior service cost
0.8

(1) 
(0.3
)
 
0.5

 
0.2

(1) 
(0.1
)
 
0.1

Actuarial losses
1.2

(1) 
(0.4
)
 
0.8

 
1.1

(1) 
(0.3
)
 
0.8

Total Defined Benefit Pension Plans, net
2.0

 
(0.7
)
 
1.3

 
1.3

 
(0.4
)
 
0.9

Other Comprehensive Expense
$
(7.2
)
 
$
(0.7
)
 
$
(7.9
)
 
$
(8.5
)
 
$
(0.4
)
 
$
(8.9
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
 
February 29, 2016
 
February 28, 2015
 
 Before Tax Amount
 
 Tax (Expense) Benefit
 
 Net of Tax Amount
 
 Before Tax Amount
 
 Tax (Expense) Benefit
 
 Net of Tax Amount
Foreign Currency Translation Adjustments
$
(13.4
)
 
$

 
$
(13.4
)
 
$
(16.9
)
 
$

 
$
(16.9
)
Defined Benefit Pension Plans:
 
 
 
 
 
 
 
 
 
 
 
Actuarial gain or loss

 

 

 
(1.3
)
 
0.3

 
(1.0
)
Amortization of defined benefit pension items:
 
 
 
 
 
 
 
 
 
 
 
Prior service cost
1.6

(1) 
(0.5
)
 
1.1

 
0.4

(1) 
(0.2
)
 
0.2

Actuarial losses
2.5

(1) 
(0.9
)
 
1.6

 
2.2

(1) 
(0.7
)
 
1.5

Total Defined Benefit Pension Plans, net
4.1

 
(1.4
)
 
2.7

 
1.3

 
(0.6
)
 
0.7

Other Comprehensive Expense
$
(9.3
)
 
$
(1.4
)
 
$
(10.7
)
 
$
(15.6
)
 
$
(0.6
)
 
$
(16.2
)
_______________________________________
(1) 
These accumulated other comprehensive income components are included in net periodic pension cost. See Pension and Profit Sharing Plans footnote within the Notes to Consolidated Financial Statements for additional details.

10.
Debt
Lines of Credit
On August 27, 2014, the Company executed a $250.0 revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility will mature and all amounts outstanding will be due and payable on August 27, 2019.
The Revolving Credit Facility contains financial covenants, including a minimum interest coverage ratio (“Minimum Interest Coverage Ratio”) and a leverage ratio (“Maximum Leverage Ratio”) of total indebtedness to EBITDA (earnings before interest, taxes, depreciation, and amortization expense), as such terms are defined in the Revolving Credit Facility agreement. These ratios are computed at the end of each fiscal quarter for the most recent 12-month period. The Revolving Credit Facility allows for a Maximum Leverage Ratio of 3.50 and a Minimum Interest Coverage Ratio of 2.50, subject to certain conditions defined in the financing agreement. As of February 29, 2016, the Company was in compliance with all financial covenants under the Revolving Credit Facility. At February 29, 2016, the Company had additional borrowing capacity under the Revolving Credit Facility of $243.9 under the most restrictive covenant in effect at the time, which represents the full amount of the Revolving Credit Facility less outstanding letters of credit of $6.1 issued under the Revolving Credit Facility. As of February 29, 2016, the Company had outstanding letters of credit totaling $11.0, primarily for securing collateral requirements under the casualty insurance programs for Acuity Brands and providing credit support for the Company’s industrial revenue bond, including $6.1 issued under the Revolving Credit Facility.
Generally, amounts outstanding under the Revolving Credit Facility bear interest at a “Eurocurrency Rate.” Eurocurrency Rate advances can be denominated in a variety of currencies, including U.S. Dollars, and amounts outstanding bear interest at a periodic fixed rate equal to the London Inter Bank Offered Rate (“LIBOR”) for the applicable currency plus a margin as determined


10

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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


by the Company's leverage ratio (“Applicable Margin”). The Applicable Margin is based on the Company’s leverage ratio, as defined in the Revolving Credit Facility, with such margin ranging from 1.000% to 1.575%.
The Company is required to pay certain fees in connection with the Revolving Credit Facility, including administrative service fees and an annual facility fee. The annual facility fee is payable quarterly, in arrears, and is determined by the Company’s leverage ratio as defined in the Revolving Credit Facility. This facility fee ranges from 0.125% to 0.300% of the aggregate $250.0 commitment of the lenders under the Revolving Credit Facility.
Long-term Debt
At February 29, 2016, the Company had $350.0 of publicly-traded, senior unsecured notes outstanding at a 6% interest rate that are scheduled to mature in December 2019 (the “Notes”) and $4.0 of tax-exempt industrial revenue bonds that are scheduled to mature in 2021. The Company also had $1.1 outstanding under fixed-rate bank loans. Further discussion of the Company's long-term debt is included within the Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements within the Company’s Form 10-K.
Interest Expense
Interest expense, net, is comprised primarily of interest expense on long-term debt, obligations in connection with non-qualified retirement benefits, and Revolving Credit Facility borrowings partially offset by interest income on cash and cash equivalents.
The following table summarizes the components of interest expense, net:
 
Three Months Ended
 
Six Months Ended
 
February 29, 2016
 
February 28, 2015
 
February 29, 2016
 
February 28, 2015
Interest expense
$
8.3

 
$
8.2

 
$
16.6

 
$
16.3

Interest income
(0.1
)
 
(0.2
)
 
(0.5
)
 
(0.4
)
Interest expense, net
$
8.2

 
$
8.0

 
$
16.1

 
$
15.9


11.
Commitments and Contingencies
In the normal course of business, the Company is subject to the effects of certain contractual stipulations, events, transactions, and laws and regulations that may, at times, require the recognition of liabilities, such as those related to self-insurance reserves and claims, legal and contractual issues, environmental laws and regulations, guarantees, and indemnities. The Company establishes reserves when the associated costs related to uncertainties or guarantees become probable and can be reasonably estimated. For the period ended February 29, 2016, no material changes have occurred in the Company's reserves for self-insurance, litigation, environmental matters, guarantees and indemnities, or relevant events and circumstances, from those disclosed in the Commitments and Contingencies footnote of the Notes to Consolidated Financial Statements within the Company’s Form 10-K.
Trade Compliance Matters
Prior to the close of the acquisition, Distech Controls discovered shipments by it and its subsidiaries during the past five years of standard commercial building control products directly or indirectly to customers in a country that may constitute violations of U.S. and Canadian sanctions or export regulations, including those administered by the U.S. Office of Foreign Asset Control (“OFAC”) and the Export Controls Division of the Canadian Department of Foreign Affairs, Trade and Development ("DFATD"). Distech estimates that it received total revenue of approximately $0.3 from these shipments. Distech Controls has voluntarily self-reported the potential violations to OFAC and DFATD and retained outside counsel that conducted an investigation of the matter and filed a full voluntary disclosure with these agencies. Now that the Company has acquired Distech Controls, the Company has greater access to information regarding Distech Controls’ prior operations and will continue to assess the matter and implement related ongoing compliance and remediation efforts.
The Company intends to fully cooperate with respect to any investigations by governmental agencies of the potential violations. The former shareholders of Distech Controls have jointly agreed to indemnify the Company for damages, if any, as a result of, in respect of, connected with or arising out of the potential violations or any inaccuracy or breach of the representations made by Distech Controls to the Company related thereto, up to a specified aggregate amount, which is not material to the Company's consolidated financial statements. These indemnity obligations are supported by an escrow account containing proceeds


11

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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


from the transaction equal to the specified aggregate amount. The Company currently believes that this indemnity will be sufficient to cover any damages related to the potential violations and the costs and expenses related to the investigation thereof and any related remedial actions. The Company therefore does not expect this matter to have a material adverse effect on the business, financial condition, cash flow, or results of operations of the Company. There can be no assurance, however, that actual damages, costs and expenses will not be in excess of the indemnity or that the Company and its affiliates will not be subject to other damages, including but not limited to damage to the Company's reputation or monetary or non-monetary penalties as permitted under applicable trade laws, that may not be fully covered by the indemnity. Estimated liabilities for legal fees as well as potential fines or penalties related to this matter are included in Other accrued liabilities within the Consolidated Balance Sheets.
The Company discovered through a review of shipment activity that it may have misclassified certain shipments of component parts to its manufacturing facilities under applicable import/export regulations. Although no claim has been asserted against the Company, the Company is reviewing these shipments to determine the extent of any liabilities and the extent of available remedial measures. The Company is unable at this time to determine the likelihood or amount of any loss associated with the misclassification of these shipments.
Product Warranty and Recall Costs
Acuity Brands records an allowance for the estimated amount of future warranty costs when the related revenue is recognized. Estimated costs related to product recalls based on a formal campaign soliciting repair or return of that product are accrued when they are deemed to be probable and can be reasonably estimated. Estimated future warranty and recall costs are primarily based on historical experience of identified warranty and recall claims. However, there can be no assurance that future warranty or recall costs will not exceed historical amounts or new technology products, which may include extended warranties, may not generate unexpected costs. If actual future warranty or recall costs exceed historical amounts, additional allowances may be required, which could have a material adverse impact on the Company’s results of operations and cash flows.
Reserves for product warranty and recall costs are included in Other accrued liabilities and Other long-term liabilities on the Consolidated Balance Sheets. The changes in the reserves for product warranty and recall costs during the six months ended February 29, 2016 and February 28, 2015 are summarized as follows:
 
Six Months Ended
 
February 29, 2016
 
February 28, 2015
Beginning of period
$
9.6

 
$
8.5

Warranty and recall costs
9.5

 
10.3

Payments and other deductions
(8.2
)
 
(8.7
)
Acquired warranty and recall liabilities
0.3

 

End of period
$
11.2

 
$
10.1


Litigation
The Company is subject to various legal claims arising in the normal course of business, including patent infringement, employment matters, and product liability claims. Based on information currently available, it is the opinion of management that the ultimate resolution of pending and threatened legal proceedings will not have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, in the event of unexpected future developments, it is possible that the ultimate resolution of any such matters, if unfavorable, could have a material adverse effect on the financial condition, results of operations, or cash flows of the Company in future periods. The Company establishes reserves for legal claims when associated costs become probable and can be reasonably estimated. The actual costs of resolving legal claims may be substantially higher than the amounts reserved for such claims. However, the Company cannot make a meaningful estimate of actual costs to be incurred that could possibly be higher or lower than the amounts reserved.



12

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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


12.
Share-Based Payments
The Company accounts for share-based payments through the measurement and recognition of compensation expense for share-based payment awards made to employees and directors of the Company, including stock options and restricted shares (all part of the Company's equity incentive plan), and share units representing certain deferrals into the Company's director deferred compensation plan or the Company's supplemental deferred savings plan. Further details regarding each of these award programs and the Company's share-based payments are included within the Share-Based Payments footnote of the Notes to Consolidated Financial Statements within the Company’s Form 10-K.
The following table presents share-based payment information for the three and six months ended February 29, 2016 and February 28, 2015:
 
Three Months Ended
 
Six Months Ended
 
February 29, 2016
 
February 28, 2015
 
February 29, 2016
 
February 28, 2015
 
 

 
 

 
 
 
 
Share-based expense
$
6.6

 
$
4.3

 
$
13.0

 
$
8.4

Shares issued upon exercise of stock options

 

 
117,289

 
187,766


13.    Pension and Profit Sharing Plans
The Company has several pension plans, both qualified and non-qualified, covering certain hourly and salaried employees. Benefits paid under these plans are based generally on employees’ years of service and/or compensation during the final years of employment. Plan assets are invested primarily in equity and fixed income securities.
Net periodic pension cost for the Company’s defined benefit pension plans during the three and six months ended February 29, 2016 and February 28, 2015 included the following components before tax:
 
Three Months Ended
 
Six Months Ended
 
February 29, 2016
 
February 28, 2015
 
February 29, 2016
 
February 28, 2015
Service cost
$
0.9

 
$
0.8

 
$
1.8

 
$
1.5

Interest cost
2.4

 
2.1

 
4.8

 
4.2

Expected return on plan assets
(2.8
)
 
(2.8
)
 
(5.6
)
 
(5.5
)
Amortization of prior service cost
0.8

 
0.2

 
1.6

 
0.4

Recognized actuarial loss
1.2

 
1.1

 
2.5

 
2.2

Net periodic pension cost
$
2.5

 
$
1.4

 
$
5.1

 
$
2.8


14.
Special Charge
During fiscal 2015, the Company continued efforts to streamline the organization by realigning certain responsibilities primarily within various selling, distribution, and administrative departments and the consolidation of certain production activities. The Company expects that these actions to streamline its business activities, in addition to those taken in previous fiscal years, will allow it to reduce spending in certain areas while permitting continued investment in future growth initiatives, such as new products, expanded market presence, and technology and innovation. During fiscal 2015, the Company recorded a pre-tax special charge of $12.9, consisting primarily of severance and employee-related costs of $11.9 as well as production transfer costs of $0.5 and lease termination costs of $0.5. During fiscal 2016, the Company recognized additional severance and employee-related costs of $0.5.


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Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


As of February 29, 2016, remaining severance reserves were $1.1 and are included in Accrued Compensation on the Consolidated Balance Sheets. The changes in the reserves related to these programs during the six months ended February 29, 2016 are summarized as follows:
Balance at August 31, 2015
$
4.9

Special charge
0.5

Payments made during the period
(4.3
)
Balance at February 29, 2016
$
1.1


15.
Supplemental Guarantor Condensed Consolidating Financial Statements
In December 2009, ABL, the 100% owned and principal operating subsidiary of the Company, refinanced the then current outstanding debt through the issuance of the Notes. See Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements within the Company’s Form 10-K for further information.
In accordance with the registration rights agreement by and between ABL and the guarantors to the Notes and the initial purchasers of the Notes, ABL and the guarantors to the Notes filed a registration statement with the SEC for an offer to exchange the Notes for an issue of SEC-registered notes with identical terms. Due to the filing of the registration statement and offer to exchange, the Company determined the need for compliance with Rule 3-10 of SEC Regulation S-X (“Rule 3-10”). In lieu of providing separate audited financial statements for ABL and ABL IP Holding, the Company has included the accompanying Condensed Consolidating Financial Statements in accordance with Rule 3-10(d) of SEC Regulation S-X since the Notes are fully and unconditionally guaranteed by Acuity Brands and ABL IP Holding. The column marked “Parent” represents the financial condition, results of operations, and cash flows of Acuity Brands. The column marked “Subsidiary Issuer” represents the financial condition, results of operations, and cash flows of ABL. The column entitled “Subsidiary Guarantor” represents the financial condition, results of operations, and cash flows of ABL IP Holding. Lastly, the column listed as “Non-Guarantors” includes the financial condition, results of operations, and cash flows of the non-guarantor direct and indirect subsidiaries of Acuity Brands, which consist primarily of foreign subsidiaries. Eliminations were necessary in order to arrive at consolidated amounts. In addition, the equity method of accounting was used to calculate investments in subsidiaries. Accordingly, this basis of presentation is not intended to present our financial condition, results of operations, or cash flows for any purpose other than to comply with the specific requirements for parent-subsidiary guarantor reporting.


14

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


CONDENSED CONSOLIDATING BALANCE SHEETS
 
February 29, 2016
 
Parent
 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 
Consolidating Adjustments
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS
Current Assets:
 

 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$
186.0

 
$

 
$

 
$
38.3

 
$

 
$
224.3

Accounts receivable, net

 
402.0

 

 
56.8

 

 
458.8

Inventories

 
254.4

 

 
23.1

 

 
277.5

Other current assets
7.4

 
13.0

 

 
16.7

 

 
37.1

Total Current Assets
193.4

 
669.4

 

 
134.9

 

 
997.7

Property, Plant, and Equipment, net
0.3

 
209.2

 

 
47.1

 

 
256.6

Goodwill

 
684.7

 
2.7

 
196.3

 

 
883.7

Intangible assets, net

 
240.2

 
115.2

 
97.4

 

 
452.8

Deferred income taxes
22.6

 

 

 
3.4

 
(22.6
)
 
3.4

Other long-term assets
0.1

 
23.0

 

 
2.5

 

 
25.6

Investments in and amounts due from affiliates
1,403.1

 
317.1

 
182.6

 

 
(1,902.8
)
 

Total Assets
$
1,619.5

 
$
2,143.6

 
$
300.5

 
$
481.6

 
$
(1,925.4
)
 
$
2,619.8

 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
 

 
 

 
 

 
 

 
 

 
 

Accounts payable
$
0.5

 
$
293.7

 
$

 
$
23.6

 
$

 
$
317.8

Other accrued liabilities
6.5

 
152.1

 

 
37.0

 

 
195.6

Total Current Liabilities
7.0

 
445.8

 

 
60.6

 

 
513.4

Long-Term Debt

 
352.5

 

 
1.0

 

 
353.5

Deferred Income Taxes
33.9

 
74.9

 

 
28.0

 
(22.6
)
 
114.2

Other Long-Term Liabilities
85.2

 
42.1

 

 
18.0

 

 
145.3

Amounts due to affiliates

 

 

 
76.9

 
(76.9
)
 

Total Stockholders’ Equity
1,493.4

 
1,228.3

 
300.5

 
297.1

 
(1,825.9
)
 
1,493.4

Total Liabilities and Stockholders’ Equity
$
1,619.5

 
$
2,143.6

 
$
300.5

 
$
481.6

 
$
(1,925.4
)
 
$
2,619.8



15

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


CONDENSED CONSOLIDATING BALANCE SHEETS
 
August 31, 2015
 
Parent
 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 
Consolidating Adjustments
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS
Current Assets:
 

 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$
479.9

 
$

 
$

 
$
276.9

 
$

 
$
756.8

Accounts receivable, net

 
365.5

 

 
46.2

 

 
411.7

Inventories

 
208.6

 

 
16.2

 

 
224.8

Other current assets
1.6

 
11.6

 

 
6.9

 

 
20.1

Total Current Assets
481.5

 
585.7

 

 
346.2

 

 
1,413.4

Property, Plant, and Equipment, net
0.3

 
139.8

 

 
34.5

 

 
174.6

Goodwill

 
524.2

 
2.7

 
38.1

 

 
565.0

Intangible assets, net

 
87.4

 
117.3

 
18.7

 

 
223.4

Deferred income taxes
41.9

 

 

 
5.2

 
(43.6
)
 
3.5

Other long-term assets
1.3

 
23.8

 

 
2.0

 

 
27.1

Investments in and amounts due from affiliates
934.7

 
333.5

 
168.5

 

 
(1,436.7
)
 

Total Assets
$
1,459.7

 
$
1,694.4

 
$
288.5

 
$
444.7

 
$
(1,480.3
)
 
$
2,407.0

 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
 

 
 

 
 

 
 

 
 

 
 

Accounts payable
$
0.9

 
$
291.6

 
$

 
$
18.6

 
$

 
$
311.1

Other accrued liabilities
20.4

 
162.7

 

 
26.7

 

 
209.8

Total Current Liabilities
21.3

 
454.3

 

 
45.3

 

 
520.9

Long-Term Debt

 
352.4

 

 

 

 
352.4

Deferred Income Taxes

 
75.3

 

 

 
(43.6
)
 
31.7

Other Long-Term Liabilities
78.4

 
42.7

 

 
20.9

 

 
142.0

Amounts due to affiliates

 

 

 
77.5

 
(77.5
)
 

Total Stockholders’ Equity
1,360.0

 
769.7

 
288.5

 
301.0

 
(1,359.2
)
 
1,360.0

Total Liabilities and Stockholders’ Equity
$
1,459.7

 
$
1,694.4

 
$
288.5

 
$
444.7

 
$
(1,480.3
)
 
$
2,407.0




16

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
 
Three Months Ended February 29, 2016
 
Parent
 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 
Consolidating Adjustments
 
Consolidated
Net Sales:
 

 
 

 
 

 
 

 
 

 
 

External sales
$

 
$
693.1

 
$

 
$
84.7

 
$

 
$
777.8

Intercompany sales

 

 
11.4

 
29.5

 
(40.9
)
 

Total Sales

 
693.1

 
11.4

 
114.2

 
(40.9
)
 
777.8

Cost of Products Sold

 
380.5

 

 
88.8

 
(28.4
)
 
440.9

Gross Profit

 
312.6

 
11.4

 
25.4

 
(12.5
)
 
336.9

Selling, Distribution, and Administrative Expenses
11.1

 
202.3

 
1.0

 
28.2

 
(12.5
)
 
230.1

Intercompany charges
(0.8
)
 
0.3

 

 
0.5

 

 

 Special Charge

 
0.1

 

 

 

 
0.1

Operating Profit (Loss)
(10.3
)
 
109.9

 
10.4

 
(3.3
)
 

 
106.7

Interest expense, net
2.7

 
4.1

 

 
1.4

 

 
8.2

Equity earnings in subsidiaries
(73.8
)
 
1.1

 

 
0.1

 
72.6

 

Miscellaneous expense (income), net

 
(0.8
)
 

 
(0.3
)
 

 
(1.1
)
Income before Provision for Income Taxes
60.8

 
105.5

 
10.4

 
(4.5
)
 
(72.6
)
 
99.6

Provision (Benefit) for Income Taxes
(4.7
)
 
35.9

 
4.2

 
(1.3
)
 

 
34.1

Net Income
$
65.5

 
$
69.6

 
$
6.2

 
$
(3.2
)
 
$
(72.6
)
 
$
65.5

 
 
 
 
 
 
 
 
 
 
 
 
Other Comprehensive Income (Expense) Items:
 
 
 
 
 
 
 
 
 
 
 
  Foreign Currency Translation Adjustments
(9.2
)
 
(9.2
)
 

 

 
9.2

 
(9.2
)
  Defined Benefit Pension Plans, net
1.3

 
0.4

 

 
0.3

 
(0.7
)
 
1.3

Other Comprehensive (Expense) Income Items, net of tax
(7.9
)
 
(8.8
)
 

 
0.3

 
8.5

 
(7.9
)
Comprehensive Income (Expense)
$
57.6

 
$
60.8

 
$
6.2

 
$
(2.9
)
 
$
(64.1
)
 
$
57.6




17

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
 
Three Months Ended February 28, 2015
 
Parent
 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 
Consolidating Adjustments
 
Consolidated
Net Sales:
 

 
 

 
 

 
 

 
 

 
 

External sales
$

 
$
555.6

 
$

 
$
60.5

 
$

 
$
616.1

Intercompany sales

 

 
9.5

 
23.5

 
(33.0
)
 

Total Sales

 
555.6

 
9.5

 
84.0

 
(33.0
)
 
616.1

Cost of Products Sold

 
320.5

 

 
62.9

 
(23.0
)
 
360.4

Gross Profit

 
235.1

 
9.5

 
21.1

 
(10.0
)
 
255.7

Selling, Distribution, and Administrative Expenses
7.8

 
158.8

 
1.0

 
20.1

 
(10.0
)
 
177.7

Intercompany charges
(0.8
)
 
0.4

 

 
0.4

 

 

Special Charge

 
(0.6
)
 

 

 

 
(0.6
)
Operating Profit (Loss)
(7.0
)
 
76.5

 
8.5

 
0.6

 

 
78.6

Interest expense, net
2.5

 
5.5

 

 

 

 
8.0

Equity earnings in subsidiaries
(52.6
)
 
0.1

 

 

 
52.5

 

Miscellaneous (income) expense, net

 
(0.4
)
 

 
0.3

 

 
(0.1
)
Income before Provision for Income Taxes
43.1

 
71.3

 
8.5

 
0.3

 
(52.5
)
 
70.7

Provision (Benefit) for Income Taxes
(3.3
)
 
23.7

 
3.4

 
0.5

 

 
24.3

Net Income
$
46.4

 
$
47.6

 
$
5.1

 
$
(0.2
)
 
$
(52.5
)
 
$
46.4

 
 
 
 
 
 
 
 
 
 
 
 
Other Comprehensive Income (Expense) Items:
 
 
 
 
 
 
 
 
 
 
 
  Foreign Currency Translation Adjustments
(9.8
)
 
(9.8
)
 

 

 
9.8

 
(9.8
)
  Defined Benefit Pension Plans, net
0.9

 
0.3

 

 
0.4

 
(0.7
)
 
0.9

Other Comprehensive Income (Expense) Items, net of tax
(8.9
)
 
(9.5
)
 

 
0.4

 
9.1

 
(8.9
)
Comprehensive Income (Expense)
$
37.5

 
$
38.1

 
$
5.1

 
$
0.2

 
$
(43.4
)
 
$
37.5




18

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
 
Six Months Ended February 29, 2016
 
Parent
 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 
Consolidating Adjustments
 
Consolidated
Net Sales:
 

 
 

 
 

 
 

 
 

 
 

External sales
$

 
$
1,344.5

 
$

 
$
169.9

 
$

 
$
1,514.4

Intercompany sales

 

 
22.2

 
61.5

 
(83.7
)
 

Total Sales

 
1,344.5

 
22.2

 
231.4

 
(83.7
)
 
1,514.4

Cost of Products Sold

 
746.5

 

 
171.0

 
(59.4
)
 
858.1

Gross Profit

 
598.0

 
22.2

 
60.4

 
(24.3
)
 
656.3

Selling, Distribution, and Administrative Expenses