8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

FORM 8-K

__________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): July 26, 2019

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WD-40 COMPANY

(Exact Name of Registrant as specified in its charter)

_______

Delaware (State or other jurisdiction of incorporation or organization)	000-06936 (Commission File Number) WD 40 CO (Commission Company Name)	95-1797918 (I.R.S. Employer Identification Number)
	9715 Businesspark Avenue, San Diego, California 92131 (Address of principal executive offices, with zip code)
	(619) 275-1400 (Registrant’s telephone number, including area code)
	n/a (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common stock, par value $0.001 per share	WDFC	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

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ITEM 8.01.

Other Events

On July 26, 2019, WD-40 Company (the “Company”) concluded its assessment of final regulations released by the U.S. Treasury Department on June 14, 2019 (the “Regulations”) relating to the calculation of a mandatory “toll tax” on unremitted foreign earnings. As described in Note 13, Income Taxes, to the Company’s financial statements included in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on July 9, 2019, the “Tax Cuts and Jobs Act” (the “Tax Act”) which was signed into law on December 22, 2017 provided for a “toll tax” on unremitted foreign earnings. The Regulations specifically address, and are inconsistent with, the Company’s position regarding the proper calculation of the “toll tax” as provided for by the Tax Act and as reported on the Company’s tax return for the fiscal year ended August 31, 2018. Due to the uncertainty created by the Regulations with respect to application of the Tax Act provisions for calculation of the “toll tax,” the Company will record a reserve for an uncertain tax position in the fourth quarter of its fiscal year 2019 in the amount of $8.7 million, inclusive of accrued interest of approximately $0.4 million, associated with the tax liability that would be imposed if the Regulations are enforced. This liability reserve will increase the Company’s provision for income taxes and lower its net income for the year ending August 31, 2019 accordingly.

ITEM 9.01.	Financial Statements and Exhibits
	(d) Exhibits

Exhibit No.	Description
99.1	News Release by WD-40 Company dated July 29, 2019.

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SIGNATURE

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 hereunto duly authorized.

WD-40 Company

(Registrant)

Date: July 29, 2019	/s/ JAY W. REMBOLT
	Jay W. Rembolt
	Vice President, Finance
	Treasurer and Chief Financial Officer

EX-99.1

Exhibit 99.1

Media and Investor Contact:

Wendy Kelley

investorrelations@wd40.com

+1-619-275-9304

WD-40 Company to Record Reserve for Uncertain Tax Position

SAN DIEGO – July 29, 2019 ― WD-40 Company (NASDAQ:WDFC) today announced that it will record a reserve for an uncertain tax position in the fourth quarter of its fiscal year 2019 which will result in a reduction of approximately $8.7 million, inclusive of accrued interest of approximately $0.4 million, in the Company’s earnings for the fourth quarter and the fiscal year ending August 31, 2019.

“Following the U.S. Treasury Department’s recent publication of final regulations pertaining to the application of provisions of the Tax Cuts and Jobs Act for calculation of the one-time toll tax on unremitted foreign earnings, our internal tax department together with outside tax advisors recently concluded an assessment of the final regulations and the impact of the issuance of those regulations on the Company’s tax position,” said Jay Rembolt, WD-40 Company’s vice president and chief financial officer. “In our recently filed quarterly report on Form 10-Q, we noted that the final regulations are inconsistent with our tax position relating to the one-time toll tax. Based on our review of the final regulations and other relevant considerations, we have concluded that it is appropriate to record a reserve for an uncertain tax position relating to our determination of the toll tax as reported on our tax return for fiscal year 2018.”

These developments have prompted the Company to lower its fiscal year 2019 guidance for net income and diluted earnings per share by approximately $8.7 million and $0.63 per share, respectively, based on an estimated 13.8 million weighted average shares outstanding.

WD-40 Company expects to schedule its fourth quarter and full fiscal year 2019 earnings conference call on Thursday, October 17, 2019 at 2:00 p.m. PDT.  

About WD-40 Company

WD-40 Company is a global marketing organization dedicated to creating positive lasting memories by developing and selling products that solve problems in workshops, factories and homes around the world. The Company markets its maintenance products and homecare and cleaning products under the following well-known brands: WD-40®, 3-IN-ONE®, GT85®, X-14®, 2000 Flushes®, Carpet Fresh®, no vac®, Spot Shot®, 1001®, Lava®and Solvol®.  

Headquartered in San Diego, WD-40 Company recorded net sales of $408.5 million in fiscal year 2018 and its products are currently available in more than 176 countries and territories worldwide. WD-40 Company is traded on the NASDAQ Global Select market under the ticker symbol “WDFC.” For additional information about WD-40 Company please visithttp://www.wd40company.com.

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XML

Document And Entity Information	Jul. 26, 2019
Document And Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jul. 26, 2019
Entity Registrant Name	WD-40 COMPANY
Entity Incorporation, State or Country Code	DE
Entity File Number	000-06936
Entity Tax Identification Number	95-1797918
Entity Address, Address Line One	9715 Businesspark Avenue
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92131
City Area Code	619
Local Phone Number	275-1400
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	WDFC
Security Exchange Name	NASDAQ
Entity Central Index Key	0000105132
Amendment Flag	false