[10-Q] ACCO BRANDS Corp Quarterly Earnings Report
ACCO Brands (ACCO) filed its Q3 2025 10‑Q, showing softer sales but positive year-to-date earnings. Q3 net sales were $383.7M vs $420.9M last year, with operating income of $26.0M and net income of $4.0M. For the first nine months, net sales were $1,095.9M vs $1,218.1M, operating income was $52.3M, and net income was $20.0M, improving from a $122.2M loss a year ago that included large impairments.
Cash from operations was $38.1M year-to-date vs $95.5M. Total debt was $877.8M and stockholders’ equity $644.0M. The company amended its Credit Agreement on July 29, 2025, lifting the maximum Consolidated Leverage Ratio to 4.50x for Q3–Q4 2025; ACCO reported a 4.14x ratio and repaid the required $35.0M by September 30. Revolver borrowings were $189.3M with $271.3M available.
ACCO completed the Buro acquisition for AU$16.3M (US$10.1M), adding $5.8M of identifiable intangibles and $4.2M goodwill. It settled Brazil tax assessments for $7.4M, paying $2.0M and agreeing to installments through June 2026. As of October 23, 2025, shares outstanding were 90,136,133.
- None.
- None.
Insights
Debt higher; covenant headroom maintained at 4.14x.
ACCO Brands ended Q3 with total debt of
Interest expense for the nine months was
Key items to track include leverage vs. the stepped covenant limits and refinancing of the
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended
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
(Exact Name of Registrant as Specified in Its Charter) |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
(Address of Registrant’s Principal Executive Office, Including Zip Code)
(
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
☒ |
|
Non-accelerated filer |
☐ |
Smaller reporting company |
|
|
|
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of October 23, 2025, the registrant had outstanding
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, particularly those anticipating future financial performance, business prospects, growth, strategies, business operations and similar matters, results of operations, liquidity, and financial condition and those related to cost reductions and anticipated pre-tax savings and restructuring costs are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management based on information available to us at the time such statements are made. These statements, which are generally identifiable by the use of the words "will," "believe," "expect," "intend," "anticipate," "estimate," "forecast," "future," "predict," "project," "plan," and similar expressions, are subject to certain risks and uncertainties, are made as of the date hereof, and we undertake no duty or obligation to update them. Forward-looking statements are subject to the occurrence of events outside the Company’s control and actual results and the timing of the events may differ materially from those suggested or implied by such forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. Investors and others are cautioned to not place undue reliance on forward-looking statements when deciding whether to buy, sell or hold the Company's securities.
Some of the factors that could affect our results or cause our plans, actions and results to differ materially from those expressed in the forward-looking statements contained in this Quarterly Report on Form 10-Q are detailed in "Part I, Item 1. Business" and "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, and "Part II, Item 1A. Risk Factors" of our Quarterly Report on Form 10Q for the quarter ended March 31, 2025, as well as in "Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report on Form 10-Q and from time to time in our other Securities and Exchange Commission (the "SEC") filings.
Website Access to Securities and Exchange Commission Reports
The Company’s Internet website can be found at www.accobrands.com. The Company makes available free of charge on or through its website its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as practicable after the Company files them with, or furnishes them to, the SEC.
2
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION |
4 |
Item 1. Financial Statements |
4 |
Condensed Consolidated Balance Sheets |
4 |
Consolidated Statements of Income (Loss) |
5 |
Consolidated Statements of Comprehensive Income (Loss) |
6 |
Condensed Consolidated Statements of Cash Flows |
7 |
Consolidated Statement of Stockholders’ Equity |
8 |
Notes to Condensed Consolidated Financial Statements |
10 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
31 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
39 |
Item 4. Controls and Procedures |
39 |
PART II — OTHER INFORMATION |
39 |
Item 1. Legal Proceedings |
39 |
Item 1A. Risk Factors |
40 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
40 |
Item 3. Defaults Upon Senior Securities |
41 |
Item 4. Mine Safety Disclosures |
41 |
Item 5. Other Information |
41 |
Item 6. Exhibits |
41 |
SIGNATURES |
42 |
3
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ACCO Brands Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
|
|
September 30, |
|
|
December 31, |
|
||
(in millions) |
|
(unaudited) |
|
|
|
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Accounts receivable, net |
|
|
|
|
|
|
||
Inventories |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Total property, plant and equipment |
|
|
|
|
|
|
||
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property, plant and equipment, net |
|
|
|
|
|
|
||
Right of use asset, leases |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Identifiable intangibles, net |
|
|
|
|
|
|
||
Other non-current assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Notes payable |
|
$ |
|
|
$ |
|
||
Current portion of long-term debt |
|
|
|
|
|
|
||
Accounts payable |
|
|
|
|
|
|
||
Accrued compensation |
|
|
|
|
|
|
||
Accrued customer program liabilities |
|
|
|
|
|
|
||
Lease liabilities |
|
|
|
|
|
|
||
Other current liabilities |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Long-term debt, net |
|
|
|
|
|
|
||
Long-term lease liabilities |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Pension and post-retirement benefit obligations |
|
|
|
|
|
|
||
Other non-current liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
Stockholders' equity: |
|
|
|
|
|
|
||
Common stock |
|
|
|
|
|
|
||
Treasury stock |
|
|
( |
) |
|
|
( |
) |
Paid-in capital |
|
|
|
|
|
|
||
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Total stockholders' equity |
|
|
|
|
|
|
||
Total liabilities and stockholders' equity |
|
$ |
|
|
$ |
|
||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
4
ACCO Brands Corporation and Subsidiaries
Consolidated Statements of Income (Loss)
(Unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in millions, except per share data) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of products sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of intangibles |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain on disposal of assets |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Impairment of goodwill and intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Non-operating expense (income): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Non-operating pension expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other expense (income), net |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Income (loss) before income tax |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic income (loss) per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Diluted income (loss) per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
5
ACCO Brands Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Other comprehensive income (loss) net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain (loss) on derivative instruments, net of tax (expense) benefit of $( |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Foreign currency translation adjustments, net of tax benefit (expense) of $ |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Recognition of deferred pension and other post-retirement items, net of tax (expense) benefit of $( |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Other comprehensive income (loss) net of tax: |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive income (loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
6
ACCO Brands Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
Nine Months Ended September 30, |
|
|||||
(in millions) |
|
2025 |
|
|
2024 |
|
||
Operating activities |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
(Gain) loss on disposal of assets |
|
|
( |
) |
|
|
|
|
Depreciation |
|
|
|
|
|
|
||
Amortization of debt issuance costs |
|
|
|
|
|
|
||
Amortization of intangibles |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Non-cash charge for impairment of goodwill and intangible assets |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
|
||
Inventories |
|
|
( |
) |
|
|
( |
) |
Other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
( |
) |
|
|
|
|
Accrued expenses and other liabilities |
|
|
( |
) |
|
|
( |
) |
Accrued income taxes |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
||
Investing activities |
|
|
|
|
|
|
||
Additions to property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from the disposition of assets |
|
|
|
|
|
|
||
Cost of acquisitions, net of cash acquired |
|
|
( |
) |
|
|
|
|
Net cash used by investing activities |
|
|
( |
) |
|
|
( |
) |
Financing activities |
|
|
|
|
|
|
||
Proceeds from long-term borrowings |
|
|
|
|
|
|
||
Repayments of long-term debt |
|
|
( |
) |
|
|
( |
) |
(Repayments) Borrowings of notes payable, net |
|
|
( |
) |
|
|
|
|
Payments for debt issuance costs |
|
|
( |
) |
|
|
|
|
Dividends paid |
|
|
( |
) |
|
|
( |
) |
Repurchases of common stock |
|
|
( |
) |
|
|
( |
) |
Payments related to tax withholding for stock-based compensation |
|
|
( |
) |
|
|
( |
) |
Net cash used by financing activities |
|
|
( |
) |
|
|
( |
) |
Effect of foreign exchange rate changes on cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Net increase in cash and cash equivalents |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
||
Beginning of the period |
|
$ |
|
|
$ |
|
||
End of the period |
|
$ |
|
|
$ |
|
||
Cash paid during the year for: |
|
|
|
|
|
|
||
Interest |
|
$ |
|
|
$ |
|
||
Income taxes |
|
$ |
|
|
$ |
|
||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
7
ACCO Brands Corporation and Subsidiaries
Consolidated Statement of Stockholders' Equity
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
|
|
||||||||
|
|
Common Stock |
|
|
Paid-in |
|
|
Treasury Stock |
|
|
Comprehensive |
|
|
Accumulated |
|
|
|
|
||||||||||||||
(in millions) |
|
Shares |
|
|
Value |
|
|
Capital |
|
|
Shares |
|
|
Value |
|
|
Income (Loss) |
|
|
Deficit |
|
|
Total |
|
||||||||
Balance at December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Loss on derivative financial instruments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Translation impact, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Pension and post-retirement adjustment, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Common stock repurchases |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Common stock issued, net of shares withheld for employee taxes |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
||
Dividends declared $ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Loss on derivative financial instruments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Translation impact, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Pension and post-retirement adjustment, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Common stock repurchases |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Common stock issued, net of shares withheld for employee taxes |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Dividends declared, $ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Gain on derivative financial instruments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Translation impact, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Pension and post-retirement adjustment, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Dividends declared, $ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance at September 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
8
ACCO Brands Corporation and Subsidiaries
Consolidated Statement of Stockholders' Equity (continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
|
|
||||||||
|
|
Common Stock |
|
|
Paid-in |
|
|
Treasury Stock |
|
|
Comprehensive |
|
|
Accumulated |
|
|
|
|
||||||||||||||
(in millions) |
|
Shares |
|
|
Value |
|
|
Capital |
|
|
Shares |
|
|
Value |
|
|
Income (Loss) |
|
|
Deficit |
|
|
Total |
|
||||||||
Balance at December 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Gain on derivative financial instruments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Translation impact, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Pension and post-retirement adjustment, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Common stock issued, net of shares withheld for employee taxes |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
||
Dividends declared $ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Balance at March 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Gain on derivative financial instruments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Translation impact, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Pension and post-retirement adjustment, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Common stock issued, net of shares withheld for employee taxes |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Dividends declared, $ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Loss on derivative financial instruments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Translation impact, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Pension and post-retirement adjustment, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Common stock repurchases |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Dividends declared, $ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance at September 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
9
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Basis of Presentation
As used in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, the terms "ACCO Brands," "ACCO," the "Company," "we," "us," and "our" refer to ACCO Brands Corporation and its consolidated subsidiaries.
The management of ACCO Brands Corporation is responsible for the accuracy and internal consistency of the preparation of the condensed consolidated financial statements and notes contained in this Quarterly Report on Form 10-Q.
The condensed consolidated interim financial statements have been prepared pursuant to the rules and regulations of the SEC. Although the Company believes the disclosures are adequate to make the information presented not misleading, certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP") have been condensed or omitted pursuant to those rules and regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The Condensed Consolidated Balance Sheet as of September 30, 2025 and the related Consolidated Statements of Income (Loss), Consolidated Statements of Comprehensive Income (Loss), and Consolidated Statements of Stockholders' Equity for the three and nine months ended September 30, 2025 and 2024, and the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 are unaudited. The December 31, 2024 Condensed Consolidated Balance Sheet data was derived from audited financial statements but does not include all annual disclosures required by GAAP. The financial statements included herein were prepared by management and reflect all adjustments (consisting solely of normal recurring items unless otherwise noted) which are, in the opinion of management, necessary for the fair presentation of the results of operations and cash flows for the interim periods ended September 30, 2025 and 2024, and the financial position of the Company as of September 30, 2025. Interim results may not be indicative of results for a full year.
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Actual results could differ from those estimates.
2. Recent Accounting Pronouncements and Adopted Accounting Standards
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board ("FASB") issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures, (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires a public entity to disaggregate certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This ASU is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. We are evaluating the effect this guidance will have on the notes to our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are evaluating the effect this guidance will have on our tax disclosures.
10
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
There were no other recently issued accounting standards that are expected to have a material effect on the Company’s financial condition, results of operations or cash flow.
Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. Effective in the fourth quarter of 2024, the Company adopted this standard. See "Note 17. Information on Operating Segments" for further details.
There were no accounting standards that were adopted in the first nine months of 2025 that had a material effect on the Company’s financial condition, results of operations or cash flow.
3. Acquisitions
Buro Acquisition
On February 28, 2025, we completed the acquisition (the "Buro Acquisition") of the business of Buro Seating Limited Partnership ("Buro"). Buro is a wholesaler of ergonomic seating in Australia and New Zealand and is included in the Company’s International operating segment. The Buro Acquisition extends our presence in Australia and New Zealand into a new product category. The purchase price paid at closing was AU$
Pro forma financial information is not presented due to immateriality.
11
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
4. Long-term Debt and Short-term Borrowings
Notes payable and long-term debt, listed in order of the priority of security interests in assets of the Company, consisted of the following as of September 30, 2025 and December 31, 2024:
(in millions) |
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Euro Senior Secured Term Loan A, due October 2029 (floating interest rate of |
|
$ |
|
|
$ |
|
||
Euro Dollar Senior Secured Revolving Credit Facility, due October 2029 (floating interest rate of |
|
|
|
|
|
|
||
U.S. Dollar Senior Secured Revolving Credit Facility, due October 2029 (floating interest rate of |
|
|
|
|
|
|
||
Australian Dollar Senior Secured Revolving Credit Facility, due October 2029 (floating interest rate of |
|
|
|
|
|
|
||
Senior Unsecured Notes, due March 2029 (fixed interest rate of |
|
|
|
|
|
|
||
Other borrowings |
|
|
|
|
|
|
||
Total debt |
|
|
|
|
|
|
||
Less: |
|
|
|
|
|
|
||
Current portion |
|
|
|
|
|
|
||
Debt issuance costs, unamortized |
|
|
|
|
|
|
||
Long-term debt, net |
|
$ |
|
|
$ |
|
||
Credit Agreement
The Company is party to a Third Amended and Restated Credit Agreement, dated as of January 27, 2017, as amended, among the Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other agents and various lenders party thereto, (as amended, the "Credit Agreement"). The Credit Agreement provides for a senior secured credit facility, which consists of a €
Prior to July 29, 2025, the financial covenants under the Credit Agreement were as follows:
Amendment to Credit Agreement
Effective July 29, 2025, we entered into an amendment to the Credit Agreement, which, among other things, increases our maximum Consolidated Leverage Ratio financial covenant to 4.50x for the third and fourth quarters of 2025, to 4.75x for the first and second quarters of 2026 and to 4.25x for the third and fourth quarters of 2026. Thereafter, the maximum Consolidated Leverage Ratio will return to 4.50x for all first and second fiscal quarters and 4.00x for all third and fourth quarters. In addition, it modifies certain covenant baskets related to liens, indebtedness and restricted payments through December 31, 2026. The amendment also requires that $
12
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The current pricing for borrowings under the Credit Agreement is as follows:
Consolidated Leverage Ratio |
|
Applicable Rate on Euro/AUD/CDN Loans |
|
Applicable Rate on Base Rate Loans |
|
Undrawn Fee |
> 4.25 |
|
|
|
|||
> 3.5 |
|
|
|
|||
> 2.5 |
|
|
|
|||
≤ 2.5 |
|
|
|
As of September 30, 2025, the applicable rate on Euro, Australian and Canadian dollar loans was
As of September 30, 2025, there were $
As of September 30, 2025, our Consolidated Leverage Ratio was approximately
Senior Unsecured Notes
On March 15, 2021, the Company completed a private offering of $
Guarantees and Security
Generally, obligations under the Credit Agreement are guaranteed by certain of the Company’s existing and future subsidiaries and are secured by substantially all of the Company’s and certain guarantor subsidiaries’ assets, subject to certain exclusions and limitations.
5. Leases
The Company leases its corporate headquarters, various other facilities for distribution, manufacturing and offices, as well as vehicles, forklifts and other equipment.
ROU Assets and lease liabilities are recognized based on the present value of lease payments over the lease term. In determining the present value of leases, the Company uses its incremental collateralized borrowing rate, on a regional basis, as the implicit rate of return is generally not readily determinable for our leases. The incremental borrowing rate is dependent upon the duration of the lease and has been segmented into three groups of time. All leases within the same region and the same group of time share the same incremental borrowing rate. The Company has lease agreements with lease and non-lease components, which are combined for accounting purposes for all classes of underlying assets except information technology equipment.
13
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The components of lease expense were as follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Sublease income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other information related to leases was as follows:
|
|
Nine Months Ended September 30, |
|
|||||
(in millions, except lease term and discount rate) |
|
2025 |
|
|
2024 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
||
Right-of-use assets obtained in exchange for lease obligations: |
|
|
|
|
|
|
||
Operating leases |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Weighted average remaining lease term: |
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
|
|||
|
|
|
|
|
|
|
||
Weighted average discount rate: |
|
|
|
|
|
|
||
Operating leases |
|
|
% |
|
|
|
||
Future minimum lease payments, net of sublease income, for all non-cancelable leases as of September 30, 2025 were as follows:
(in millions) |
|
Operating |
|
|
2025 |
|
$ |
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total minimum lease payments |
|
|
|
|
Less imputed interest |
|
|
|
|
Future minimum payments for leases, net of sublease rental income and imputed interest |
|
$ |
|
|
14
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
6. Pension and Other Retiree Benefits
The components of net periodic benefit (income) cost for pension and post-retirement plans for the three and nine months ended September 30, 2025 and 2024 were as follows:
|
|
Three Months Ended September 30, |
|
|||||||||||||||||||||
|
|
Pension |
|
|
Post-retirement |
|
||||||||||||||||||
|
|
U.S. |
|
|
International |
|
|
|
|
|
|
|
||||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Amortization of net loss (gain) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Amortization of prior service cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net periodic benefit (income) cost (2) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
|
|
Nine Months Ended September 30, |
|
|||||||||||||||||||||
|
|
Pension |
|
|
Post-retirement |
|
||||||||||||||||||
|
|
U.S. |
|
|
International |
|
|
|
|
|
|
|
||||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Amortization of net loss (gain) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Amortization of prior service cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Settlement (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net periodic benefit (income) cost (2) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
We expect to contribute approximately $
7. Stock-Based Compensation
The following table summarizes our stock-based compensation expense, including stock options, restricted stock units ("RSUs") and performance stock units ("PSUs"), for the three and nine months ended September 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Stock option compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
RSU compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
PSU compensation expense |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
15
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
We generally recognize expense for stock-based awards ratably over the vesting period. During the third quarter of 2025, stock compensation grants were made consisting of
The following table summarizes our unrecognized compensation expense and the weighted-average period over which the expense will be recognized as of September 30, 2025:
|
|
September 30, 2025 |
||
(in millions, except weighted average years) |
|
Unrecognized Compensation Expense |
|
Weighted Average Years Expense To Be Recognized Over |
Stock options |
|
|
— |
|
RSUs |
|
$ |
|
|
PSUs |
|
$ |
|
|
8. Inventories
The components of inventories were as follows:
(in millions) |
|
September 30, |
|
|
December 31, |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total inventories |
|
$ |
|
|
$ |
|
||
9. Goodwill and Identifiable Intangible Assets
Goodwill
We test goodwill for impairment at least annually as of our measurement date of May 31st. We also test for impairment on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has occurred. No such event or circumstance was identified during the third quarter ended September 30, 2025.
As of our measurement date of May 31, 2025, we performed a qualitative assessment of impairment on goodwill for each of our two reporting units. We considered events and circumstances that may affect the fair value of each reporting unit to determine whether it was necessary to perform the quantitative impairment test. We focused on events and circumstances that could affect the significant inputs, including, but not limited to, financial performance, such as negative or declining cash flows, a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods, competitive, economic, industry and market considerations, and other factors that have or could impact each of our reporting units. The results of our qualitative assessment was that there were no triggering events that would make it more likely than not that an impairment loss to our goodwill has been incurred for either of our
We believe the assumptions used in our assessment were appropriate. However, given the economic environment and uncertainties that can negatively impact our business, there can be no assurance that our estimates and assumptions, made for purposes of our goodwill assessment, will prove to be an accurate prediction of the future. If our estimates and assumptions are not realized, or if future events or circumstances indicate that it is more likely than not that an impairment loss has been incurred, we may be required to perform a quantitative goodwill impairment test which may result in recording an impairment charge in future periods.
16
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Changes in the net carrying amount of goodwill by segment were as follows:
(in millions) |
|
ACCO Brands Americas |
|
|
ACCO Brands International |
|
|
Total |
|
|||
Balance at December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Acquisitions(1) |
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation |
|
|
|
|
|
|
|
|
|
|||
Balance at September 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The goodwill balance includes $
Identifiable Intangible Assets
We test our indefinite-lived intangible for impairment at least annually as of our measurement date of May 31st. We also test for impairment on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has occurred. No such event or circumstance was identified during the third quarter ended September 30, 2025.
As of our measurement date of May 31, 2025, we performed our annual assessment, on a qualitative basis, on our indefinite-lived trade name. We considered events and circumstances that may affect the fair value of our indefinite-lived trade name to determine whether it was necessary to perform the quantitative impairment test. We focused on events and circumstances that could affect the significant inputs, including, but not limited to, revenue growth rates, economic and market trends, royalty rate, discount rate, and other expectations about the anticipated short-term and long-term operating results. The results of our qualitative assessment was that there were no triggering events that would make it more likely than not that an impairment loss to our indefinite-lived trade name has been incurred.
We believe the assumptions used in our assessment were appropriate. However, given the economic environment and uncertainties that can negatively impact our business, there can be no assurance that our estimates and assumptions, made for purposes of our indefinite-lived intangible assessment, will prove to be an accurate prediction of the future. If our estimates and assumptions are not realized, or if future events or circumstances indicate that it is more likely than not that an impairment loss has been incurred, we may be required to perform a quantitative impairment test on our indefinite-lived trade name which may result in recording an impairment charge in future periods.
17
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The gross carrying value and accumulated amortization by class of identifiable intangible assets as of September 30, 2025 and December 31, 2024, were as follows:
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||||||||||
(in millions) |
|
Gross Carrying Amounts |
|
|
Accumulated Amortization |
|
|
Net Book Value |
|
|
Gross Carrying Amounts |
|
|
Accumulated Amortization |
|
|
Net Book Value |
|
||||||
Indefinite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade name(2) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Amortizable intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade names |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Customer and contractual relationships |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Vendor relationships |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Patents |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Subtotal |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total identifiable intangibles |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
The Company's intangible amortization expense for the three and nine months ended September 30, 2025 was $
Estimated amortization expense for amortizable intangible assets, as of September 30, 2025, for the current year and the next five years is as follows:
(in millions) |
|
2025 |
|
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
2030 |
|
||||||
Estimated amortization expense(3) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Acquired Identifiable Intangibles
Buro Acquisition
The valuation of identifiable intangible assets of $
The allocation of the identifiable intangibles acquired in the Buro Acquisition was as follows:
(in millions) |
|
Fair Value |
|
|
Remaining |
|
Trade name |
|
$ |
|
|
||
Customer relationships |
|
|
|
|
||
Total identifiable intangibles acquired |
|
$ |
|
|
|
|
18
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
10. Restructuring
The Company recorded $
The summary of the activity in the restructuring liability for the nine months ended September 30, 2025 was as follows:
(in millions) |
|
Balance at December 31, 2024 |
|
|
Provision |
|
|
Cash Expenditures |
|
Non-cash Items/Currency Change |
|
|
Balance at September 30, 2025 |
|
|||||
Employee termination costs |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
$ |
|
|
$ |
|
||||
Other |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
||||
Total restructuring liability(1) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
$ |
|
|
$ |
|
||||
The summary of the activity in the restructuring liability for the nine months ended September 30, 2024 was as follows:
(in millions) |
|
Balance at December 31, 2023 |
|
|
Provision |
|
|
Cash Expenditures |
|
|
Non-cash Items/Currency Change |
|
|
Balance at September 30, 2024 |
|
|||||
Employee termination costs |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
Other |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Total restructuring liability |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
11. Income Taxes
For the three months ended September 30, 2025, we recorded income tax expense of $
For the nine months ended September 30, 2025, we recorded income tax expense of $
The U.S. federal statute of limitations remains open for the years 2021 and forward. Foreign and U.S. state jurisdictions have statutes of limitations generally ranging from
19
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law. The OBBBA includes significant provisions, such as allowing for accelerated tax deductions for qualified property and research expenditures, and reinstating the use of earnings before interest, taxes, depreciation, and amortization in determining tax deductions related to business interest expense. In addition to the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, the OBBBA also modifies the international tax framework and restores favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
Organisation for Economic Co-operation and Development (“OECD”) Global Anti-Base Erosion Model Rules (Pillar Two)
Legislatures and taxing authorities in many jurisdictions in which we operate may enact changes to, or seek to enforce, novel interpretations of their tax rules. These changes may include modifications that can be temporary or permanent. For example, the Organisation for Economic Cooperation and Development (the "OECD"), the European Union and other countries (including countries in which we operate) have committed to enacting substantial changes to numerous long-standing tax principles impacting how large multinational enterprises are taxed. In particular, the OECD's Pillar Two initiative introduces a
Brazil Tax Assessments
In connection with our May 1, 2012, acquisition of the Mead Consumer and Office Products business ("Mead C&OP"), we assumed all of the tax liabilities for the acquired foreign operations including its operating entity in Brazil ("ACCO Brazil"). In December of 2012, the Federal Revenue Department of the Ministry of Finance of Brazil ("FRD") issued a tax assessment against ACCO Brazil, challenging the tax deduction of goodwill from ACCO Brazil's taxable income for the year 2007 (the "First Assessment"). A second assessment challenging the deduction of goodwill from ACCO Brazil's taxable income for the years 2008, 2009 and 2010 was issued by the FRD in October 2013 (the "Second Assessment" and together with the First Assessment, the "Brazil Tax Assessments").
ACCO Brazil challenged both the foregoing assessments at the administrative level in the Brazilian Administrative Court of Tax Appeals ("BACTA"). Following adverse decisions from the BACTA concerning the deductibility of goodwill, ACCO Brazil appealed the decisions to the Brazilian judicial courts. Although we believed we had meritorious defenses, because there is no settled legal precedent on which to base a definitive opinion as to whether we would ultimately prevail, we considered the outcome of these disputes to be uncertain. Since it was not more likely than not that we would prevail, in 2012 we recorded an initial reserve in the amount of $
While the judicial appeals were pending, in January 2025, the Attorney General's Office of the Brazilian National Treasury ("Brazilian Treasury") offered an amnesty program in which it agreed to dismiss with prejudice any pending goodwill cases in exchange for the payment of at least
20
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
million on June 30, 2025, and under the terms of the settlement, the remaining $
12. Earnings per Share
The computation of earnings per share for the three and nine months ended September 30, 2025 and 2024 was as follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in millions except per share data) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Determination of shares: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average number of common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares issuable on exercise of stock awards, net of shares assumed to be purchased out of proceeds at average market price |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average common shares outstanding for fully diluted computation(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic income (loss) per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Diluted income (loss) per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Shares outstanding as of September 30, |
|
|
|
|
|
|
|
|
|
|
|
|
||||
For the three months ended September 30, 2025 and 2024, approximately
Under our stock repurchase program, for three months ended September 30, 2025, we did
13. Derivative Financial Instruments
We are exposed to various market risks, including changes in foreign currency exchange rates and interest rate changes. We enter into financial instruments to manage and reduce the impact of these risks, not for trading or speculative purposes. The counterparties to these financial instruments are major financial institutions. We continually monitor our foreign currency exposures in order to maximize the overall effectiveness of our foreign currency hedge positions. Principal currencies hedged against the U.S. dollar include the Euro, Australian dollar, Canadian dollar, Swedish krona, British pound and Japanese yen. We are subject to credit risk, which relates to the ability of counterparties to meet their contractual payment obligations or the potential non-performance by counterparties to financial instrument contracts. Management continues to monitor the status of our counterparties and will take action, as appropriate, to further manage our counterparty credit risk. There are no credit contingency features in our derivative financial instruments.
When hedge accounting is applicable, on the date we enter into a derivative, the derivative is designated as a hedge of the identified exposure. We measure the effectiveness of our hedging relationships both at hedge inception and on an ongoing basis.
21
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Forward Currency Contracts
We enter into forward foreign currency contracts with third parties to reduce the effect of fluctuating foreign currencies, primarily on foreign denominated inventory purchases and intercompany loans. Our primary exposure to currency movements is in the Euro, the Swedish krona, the British pound, the Brazilian real, the Australian dollar, the Canadian dollar, and the Mexican peso.
Forward currency contracts are used to hedge foreign denominated inventory purchases for Europe, Australia, Canada, Japan and New Zealand, and are designated as cash flow hedges. Unrealized gains and losses on these contracts are deferred in Accumulated Other Comprehensive Income (Loss) ("AOCI") until the contracts are settled and the underlying hedged transactions relating to inventory purchases are recognized, at which time the deferred gains or losses will be reported in the "Cost of products sold" line in the Consolidated Statements of Income (Loss). As of September 30, 2025 and December 31, 2024, we had cash flow foreign exchange contracts outstanding with a U.S. dollar equivalent notional value of $
Forward currency contracts used to hedge foreign denominated intercompany loans are not designated as hedging instruments. Gains and losses on these derivative instruments are recognized within "Other expense (income), net" in the Consolidated Statements of Income (Loss) and are largely offset by the change in the current translated value of the hedged item. The periods of the forward foreign exchange contracts correspond to the periods of the hedged transactions. As of September 30, 2025 and December 31, 2024, we had foreign exchange contracts outstanding with a U.S. dollar equivalent notional value of $
The following table summarizes the fair value of our derivative financial instruments as of September 30, 2025 and December 31, 2024:
|
|
Fair Value of Derivative Instruments |
|
|||||||||||||||||
|
|
Derivative Assets |
|
|
Derivative Liabilities |
|
||||||||||||||
(in millions) |
|
Balance Sheet Location |
|
September 30, |
|
|
December 31, |
|
|
Balance Sheet Location |
|
September 30, |
|
|
December 31, |
|
||||
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts |
|
Other current assets |
|
$ |
|
|
$ |
|
|
Other current liabilities |
|
$ |
|
|
$ |
— |
|
|||
Derivatives not designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts |
|
Other current assets |
|
|
|
|
|
|
|
Other current liabilities |
|
|
|
|
|
|
||||
Foreign exchange contracts |
|
Other non-current assets |
|
|
|
|
|
|
|
Other non-current liabilities |
|
|
|
|
|
|
||||
Total derivatives |
|
|
|
$ |
|
|
$ |
|
|
|
|
$ |
|
|
$ |
|
||||
22
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following tables summarize the pre-tax effect of our derivative financial instruments on the condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024:
|
|
The Effect of Derivative Instruments in Cash Flow Hedging Relationships on the Consolidated Financial Statements |
|
|||||||||||||||
|
|
Amount of Gain (Loss) Recognized in AOCI (Effective Portion) |
|
|
Location of (Gain) Loss Reclassified from AOCI to Income |
|
Amount of (Gain) Loss Reclassified from AOCI to Income (Effective Portion) |
|
||||||||||
|
|
Three Months Ended September 30, |
|
|
|
|
Three Months Ended September 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
|
|
2025 |
|
|
2024 |
|
||||
Cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts |
|
$ |
|
|
$ |
( |
) |
|
Cost of products sold |
|
$ |
|
|
$ |
|
|||
|
|
The Effect of Derivative Instruments in Cash Flow Hedging Relationships on the Consolidated Financial Statements |
|
|||||||||||||||
|
|
Amount of Gain (Loss) Recognized in AOCI (Effective Portion) |
|
|
Location of (Gain) Loss Reclassified from AOCI to Income |
|
Amount of (Gain) Loss Reclassified from AOCI to Income (Effective Portion) |
|
||||||||||
|
|
Nine Months Ended September 30, |
|
|
|
|
Nine Months Ended September 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
|
|
2025 |
|
|
2024 |
|
||||
Cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts |
|
$ |
( |
) |
|
$ |
( |
) |
|
Cost of products sold |
|
$ |
|
|
$ |
( |
) |
|
|
|
The Effect of Derivatives Not Designated as Hedging Instruments on the Consolidated Financial Statements |
|
|||||||||||||||
|
|
Location of (Gain) Loss Recognized in Income on Derivatives |
|
Amount of (Gain) Loss |
|
|
Amount of (Gain) Loss Recognized in Income |
|
||||||||||
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in millions) |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Foreign exchange contracts |
|
Other expense (income), net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
14. Fair Value of Financial Instruments
In establishing a fair value, there is a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The basis of the fair value measurement is categorized in three levels, in order of priority, as described below:
Level 1 |
Unadjusted quoted prices in active markets for identical assets or liabilities |
Level 2 |
Unadjusted quoted prices in active markets for similar assets or liabilities, or |
|
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or |
|
Inputs other than quoted prices that are observable for the asset or liability |
Level 3 |
Unobservable inputs for the asset or liability |
We utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
23
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
We have determined that our financial assets and liabilities described in "Note 13. Derivative Financial Instruments" are Level 2 in the fair value hierarchy.
(in millions) |
|
September 30, |
|
|
December 31, |
|
||
Assets: |
|
|
|
|
|
|
||
Forward currency contracts |
|
$ |
|
|
$ |
|
||
Liabilities: |
|
|
|
|
|
|
||
Forward currency contracts |
|
$ |
|
|
$ |
|
||
Our forward currency contracts are included in "Other current assets," "Other current liabilities," "Other non-current assets," or "Other non-current liabilities." The forward foreign currency exchange contracts are primarily valued based on the foreign currency spot and forward rates quoted by banks or foreign currency dealers. As such, these derivative instruments are classified within Level 2.
The fair values of cash and cash equivalents, notes payable to banks, accounts receivable and accounts payable approximate carrying amounts due principally to their short maturities. The carrying amount of total debt was $
Nonrecurring Fair Value Measurements
On a non-recurring basis, we remeasure the fair value of the goodwill of our reporting units and of our trade name indefinite-lived intangibles if an event or circumstance indicates that it is more likely than not that an impairment loss has been incurred. The fair value of our reporting units and trade names are considered Level 3 measurements. Level 3 measurements require significant unobservable inputs that are reflected in our assumptions. See "Note 9. Goodwill and Identifiable Intangible Assets" for more information.
15. Accumulated Other Comprehensive Income (Loss)
AOCI is defined as net income (loss) and other changes in stockholders’ equity from transactions and other events from sources other than stockholders.
(in millions) |
|
Derivative Financial Instruments |
|
|
Foreign Currency Adjustments |
|
|
Unrecognized Pension and Other Post-retirement Benefit Costs |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
||||
Balance at December 31, 2024 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications, net of tax |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at September 30, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
24
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The reclassifications out of AOCI for the three and nine months ended September 30, 2025 and 2024 were as follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Details about Accumulated Other Comprehensive Income (Loss) Components |
|
Amount Reclassified from |
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) |
|
|
Location on Income Statement |
||||||||||
Gain (loss) on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
Cost of products sold |
|
Tax benefit (expense) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
Income tax expense |
|||
Net of tax |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
Defined benefit plan items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of net actuarial loss(1) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Amortization of prior service cost(1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
Total before tax |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
Tax benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
||||
Net of tax |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total reclassifications for the period, net of tax |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
16. Revenue Recognition
Revenue is recognized when control of the promised goods or services is transferred to our customers in an amount reflective of the consideration we expect to receive in exchange for those goods or services. Taxes we collect concurrent with revenue producing activities are excluded from revenue. Incidental items incurred that are immaterial in the context of the contract are expensed.
At the inception of each contract, the Company assesses the products and services promised and identifies each distinct performance obligation. To identify the performance obligations, the Company considers all products and services promised regardless of whether they are explicitly stated or implied within the contract or by standard business practices.
Freight and distribution activities performed before the customer obtains control of the goods are not considered promised services under customer contracts and therefore are not distinct performance obligations. The Company has chosen to account for shipping and handling activities as a fulfillment activity and therefore accrues the expense of freight and distribution in "Cost of products sold" when products are shipped.
As of December 31, 2024, there was $
25
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following tables present our net sales disaggregated by regional geography, based upon our operating segments and our net sales disaggregated by the timing of revenue recognition for the three and nine months ended September 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Latin America |
|
|
|
|
|
|
|
|
|
|
|
|
||||
ACCO Brands Americas |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
EMEA(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Australia/N.Z. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asia |
|
|
|
|
|
|
|
|
|
|
|
|
||||
ACCO Brands International |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales(2) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1)
(2)
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Product and services transferred at a point in time |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Product and services transferred over time |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
17. Information on Operating Segments
The Company has
26
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company's
Operating Segment |
|
Geography |
|
Primary Brands |
|
Primary Products |
ACCO Brands Americas |
|
United States, Canada and Latin America |
|
Five Star®, PowerA®, Tilibra®, AT-A-GLANCE®, Kensington®, Quartet®, GBC®, Mead®, Swingline®, Barrilito®, Foroni® and Hilroy® |
|
Note taking products, computer and gaming accessories; planners, workspace machines, tools and essentials; and dry erase boards and accessories. |
|
|
|
|
|
|
|
ACCO Brands International |
|
EMEA, Australia/N.Z., and Asia |
|
Leitz®, Rapid®, Kensington®, Esselte®, Rexel®, PowerA®, GBC®, NOBO®, Franken®, Derwent®, Marbig®, Artline®*, Spirax® and Buro Seating® *Australia/N.Z. only |
|
Filing and organization products; workspace machines, tools and essentials; computer and gaming accessories; dry erase boards and accessories; ergonomic products; seating; and writing and art products. |
Customers
We distribute our products through a wide variety of channels to ensure that our products are readily and conveniently available for purchase by consumers and other end-users, wherever they prefer to shop. These channels include mass retailers, e-tailers, discount, drug/grocery and variety chains, warehouse clubs, hardware and specialty stores, independent office product dealers, office superstores, wholesalers, contract stationers and specialist technology businesses. We also sell directly through e-commerce sites and our direct sales organization.
27
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The operating results regularly provided to the CODM for our operating segments for the three and nine months ended September 30, 2025 and 2024 were as follows:
|
For The Three Months Ended September 30, 2025 |
|
|
For The Three Months Ended September 30, 2024 |
|
||||||||||||||
|
ACCO Brands |
|
ACCO Brands |
|
Total |
|
|
ACCO Brands |
|
ACCO Brands |
|
Total |
|
||||||
Net sales |
$ |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
$ |
|
||||||
Cost of products sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sales and marketing expenses(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Administrative expenses(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Restructuring |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
All other(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Corporate expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total consolidated operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Non-operating pension expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before income tax |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
||||||
|
For The Nine Months Ended September 30, 2025 |
|
|
For The Nine Months Ended September 30, 2024 |
|
||||||||||||||
|
ACCO Brands |
|
ACCO Brands International |
|
Total |
|
|
ACCO Brands |
|
ACCO Brands International |
|
Total |
|
||||||
Net Sales |
$ |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
$ |
|
||||||
Cost of products sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sales and marketing expenses(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Administrative expenses(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Restructuring |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gain on the disposal of assets |
|
( |
) |
|
( |
) |
|
( |
) |
|
|
|
|
|
|
|
|||
Impairment of goodwill and intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
All other(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment operating income (loss) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
||||
Corporate expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total consolidated operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Non-operating pension expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other expense (income), net |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Income (loss) before income tax |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
( |
) |
|||||
28
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table presents the measure of operating segment assets used by the Company's CODM as of September 30, 2025 and December 31, 2024:
(in millions) |
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
ACCO Brands Americas |
|
$ |
|
|
$ |
|
||
ACCO Brands International |
|
|
|
|
|
|
||
Total segment assets(4) |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Identifiable intangibles, net |
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
|
|
|
|
|
||
Unallocated assets(5) |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Property, plant, and equipment, net by operating segment as of September 30, 2025 and December 31, 2024:
(in millions) |
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
U.S. |
|
$ |
|
|
$ |
|
||
Canada |
|
|
|
|
|
|
||
Latin America |
|
|
|
|
|
|
||
ACCO Brands Americas |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
ACCO Brands EMEA |
|
|
|
|
|
|
||
Australia/N.Z. |
|
|
|
|
|
|
||
Asia-Pacific |
|
|
|
|
|
|
||
ACCO Brands International |
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
$ |
|
|
$ |
|
||
Capital spend by operating segment as of September 30, 2025 and December 31, 2024:
(in millions) |
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
ACCO Brands Americas |
|
$ |
|
|
$ |
|
||
ACCO Brands International |
|
|
|
|
|
|
||
Total capital spend |
|
$ |
|
|
$ |
|
||
Depreciation expense by operating segment for three and nine months ended September 30, 2025 and 2024 was as follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
ACCO Brands Americas |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
ACCO Brands International |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total depreciation |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
29
ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
18. Commitments and Contingencies
Pending Litigation - Brazil Tax Assessments
In connection with our May 1, 2012, acquisition of the Mead C&OP business, we assumed all of the tax liabilities for the acquired foreign operations including ACCO Brazil. In June 2025, we agreed with the Brazilian Treasury to settle the Brazil Tax Assessments pursuant to an amnesty program. For further information, see "Note 11. Income Taxes - Brazil Tax Assessments".
Other Pending Litigation
We are party to various lawsuits and regulatory proceedings, primarily related to alleged patent infringement, as well as other claims incidental to our business. In addition, we may be unaware of third-party claims of intellectual property infringement relating to our technology, brands, or products, and we may face other claims related to business operations. Any litigation regarding patents or other intellectual property could be costly and time-consuming and might require us to pay monetary damages or enter into costly license agreements. We also may be subject to injunctions against development and sale of certain of our products.
It is the opinion of management that the ultimate resolution of currently outstanding matters will not have a material adverse effect on our financial condition, results of operations or cash flow. However, there is no assurance that we will ultimately be successful in our defense of any of these matters or that an adverse outcome in any matter will not affect our results of operations, financial condition or cash flow. Further, future claims, lawsuits and legal proceedings could materially and adversely affect our business, reputation, results of operations and financial condition.
30
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and nine months ended September 30, 2025 and 2024 should be read in conjunction with the unaudited condensed consolidated financial statements of ACCO Brands Corporation and the accompanying notes contained therein.
Overview of the Company
ACCO Brands is a leading global consumer, technology and business branded products company, providing well-known brands and innovative product solutions used in schools, homes and at work. These brands include At-A-Glance®, Barrilito®, Esselte®, Five Star®, Foroni®, GBC®, Hilroy®, Kensington®, Leitz®, Mead®, PowerA®, Quartet®, Rapid®, Swingline®, Tilibra® and others. Our products are sold primarily in the U.S., Europe, Australia, Canada, Brazil and Mexico.
The Company has two operating segments, Americas and International. Each operating segment designs, markets, sources, manufactures, and sells recognized consumer, technology and business branded products used in schools, homes and at work. Product designs are tailored to end-user preferences in each geographic region, and where possible, leverage common engineering, design, and sourcing.
Our product categories include gaming and computer accessories; storage and organization; notebooks; shredding; laminating and binding machines; stapling; punching; planners; dry erase boards; and do-it-yourself tools, among others. We distribute our products through a wide variety of channels to ensure that our products are readily and conveniently available for purchase by consumers and other end-users, wherever they prefer to shop. These channels include mass retailers, e-tailers, technology distributors, discount, drug/grocery and variety chains, warehouse clubs, hardware and specialty stores, independent office product dealers, office superstores, wholesalers, and contract stationers. We also sell directly through e-commerce sites and our direct sales organization.
Overview of Performance
The Company continues to be impacted by softer global demand primarily due to lower consumer and office spending, the weak macroeconomic conditions, and geopolitical instability. Additionally, our third quarter results were impacted by the U.S. and reciprocal tariffs. We expect these collective global trends and the impact of evolving trade policy to continue to impact our results of operations.
During the third quarter, our net sales decreased $37.2 million, or 8.8 percent, compared to the prior year's third quarter. The net sales decline reflects softer global demand for consumer and business products. Gross margin increased 50 basis points due to cost reduction programs, which more than offset tariff-related impacts of approximately 100 basis points.
We reported operating income of $26.0 million in the third quarter, compared to operating income of $26.3 million in the prior year's third quarter. The quarter was impacted by lower sales volume, unfavorable fixed-cost absorption, partly offset by the benefit of cost reduction actions, lower incentive compensation expense and lower restructuring costs.
Our operating cash flow for the first nine months was cash provided of $38.1 million compared to cash provided of $95.5 million in the prior year primarily reflecting reductions in working capital. Our operating cash flow continues to be seasonal with a historic pattern of strong inflows during the second half of the year.
31
Impact and Potential Impact of Tariffs
We expect the demand for our products to remain uncertain throughout 2025 or until there is greater clarity on the tariffs. In reaction to the evolving tariff landscape, we have taken, and will continue to take, a number of actions:
For further information on our risks related to the impact of tariffs and changes in trade policies, see "Part II, Item 1A. Risk Factors" of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
Consolidated Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024
|
Three Months Ended September 30, |
|
Amount of Change |
|
|
Nine Months Ended September 30, |
|
Amount of Change |
|||||||||
(in millions, except per share data) |
2025 |
|
2024 |
|
$ |
|
%/pts |
|
|
2025 |
|
2024 |
|
$ |
|
%/pts |
|
Net sales |
$383.7 |
|
$420.9 |
|
$(37.2) |
|
(8.8)% |
|
|
$1,095.9 |
|
$1,218.1 |
|
$(122.2) |
|
(10.0)% |
|
Comparable sales (Non-GAAP)(1) |
$377.2 |
|
$420.9 |
|
$(43.7) |
|
(10.3)% |
|
|
$1,098.5 |
|
$1,218.1 |
|
$(119.6) |
|
(9.8)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
126.6 |
|
136.9 |
|
(10.3) |
|
(7.5)% |
|
|
355.9 |
|
399.9 |
|
(44.0) |
|
(11.0)% |
|
Gross profit margin |
33.0 % |
|
32.5 % |
|
|
|
|
|
|
32.5 % |
|
32.8 % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
87.4 |
|
92.2 |
|
(4.8) |
|
(5.2)% |
|
|
262.7 |
|
274.4 |
|
(11.7) |
|
(4.3)% |
|
Impairment of goodwill and intangible assets |
— |
|
— |
|
— |
|
NM |
|
|
— |
|
165.2 |
|
(165.2) |
|
NM |
|
Intangible amortization and other operating expense |
13.2 |
|
18.4 |
|
(5.2) |
|
(28.3)% |
|
|
40.9 |
|
39.3 |
|
1.6 |
|
4.1 % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
26.0 |
|
26.3 |
|
(0.3) |
|
(1.1)% |
|
|
52.3 |
|
(79.0) |
|
131.3 |
|
NM |
|
Operating income (loss) margin |
6.8 % |
|
6.2 % |
|
|
|
|
|
|
4.8 % |
|
(6.5)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
9.5 |
|
11.7 |
|
(2.2) |
|
(18.8)% |
|
|
27.3 |
|
34.7 |
|
(7.4) |
|
(21.3)% |
|
Non-operating pension and other expense, net |
1.8 |
|
0.8 |
|
1.0 |
|
125.0 % |
|
|
4.1 |
|
5.2 |
|
(1.1) |
|
(21.2)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax |
14.7 |
|
13.8 |
|
0.9 |
|
6.5 % |
|
|
20.9 |
|
(118.9) |
|
139.8 |
|
NM |
|
Income tax expense |
10.7 |
|
4.5 |
|
6.2 |
|
137.8 % |
|
|
0.9 |
|
3.3 |
|
(2.4) |
|
(72.7)% |
|
Effective tax rate |
72.8 % |
|
32.6 % |
|
|
|
|
|
|
4.3 % |
|
(2.8)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
4.0 |
|
9.3 |
|
(5.3) |
|
(57.0)% |
|
|
20.0 |
|
(122.2) |
|
142.2 |
|
NM |
|
Diluted income (loss) per share |
$0.04 |
|
$0.09 |
|
$(0.05) |
|
(55.6)% |
|
|
$0.21 |
|
$(1.27) |
|
$1.48 |
|
NM |
|
Net Sales
For the three months ended September 30, 2025, net sales decreased $37.2 million, or 8.8 percent. Favorable foreign exchange increased sales by $6.5 million, or 1.5 percent. Comparable net sales decreased 10.3 percent. The reported sales decline was driven by lower volume, which was down $47.9 million, or 11.4 percent, primarily due to lower global demand for consumer and business products.
For the nine months ended September 30, 2025, net sales decreased $122.2 million, or 10.0 percent, including $2.6 million, or 0.2 percent from adverse foreign exchange. Comparable net sales decreased 9.8 percent. The reported sales decline was driven by lower volume, which was down $122.5 million, or 10.1 percent, primarily due to lower global demand for consumer and business products and tariff-related impacts.
32
Gross Profit
For the three months ended September 30, 2025, gross profit decreased $10.3 million, or 7.5 percent, primarily due to volume declines, unfavorable fixed-cost absorption and impacts from tariffs, partly offset by savings resulting from our global cost reduction actions. Favorable foreign exchange increased gross profit by $2.3 million, or 1.7 percent.
For the nine months ended September 30, 2025, gross profit decreased $44.0 million, or 11.0 percent, primarily due to volume declines, unfavorable fixed-cost absorption and impacts from tariffs, partly offset by savings resulting from our global cost reduction actions.
Selling, General and Administrative Expenses ("SG&A")
For the three months ended September 30, 2025, SG&A decreased $4.8 million, or 5.2 percent. The decrease was due to the positive impact of global cost reductions and lower incentive compensation expense. Adverse foreign exchange increased SG&A by $1.5 million, or 1.6 percent.
For the nine months ended September 30, 2025, SG&A decreased $11.7 million, or 4.3 percent. The decrease was due to the positive impact of global cost reductions and lower incentive compensation expense.
Operating Income (Loss)
For the three months ended September 30, 2025, we reported operating income of $26.0 million, compared to operating income of $26.3 million in the prior year. The decrease reflects lower sales volume and unfavorable fixed-cost absorption, largely offset by cost reduction actions, lower incentive compensation expense and lower restructuring costs. Favorable foreign exchange increased operating income by $0.5 million, or 1.9 percent.
For the nine months ended September 30, 2025, we reported operating income of $52.3 million, compared to an operating loss of $79.0 million in the prior year. The prior year operating loss was due to non-cash impairment charges totaling $165.2 million related to goodwill and an indefinite-lived trade name within our Americas reporting unit. The current year period was impacted by lower sales volume, unfavorable fixed-cost absorption and $7.1 million of higher restructuring expense, partly offset by a gain of $6.9 million related to the sale of our Sidney, New York and Barcelona, Spain facilities and the benefit of cost reduction actions and lower incentive compensation expense. Adverse foreign exchange reduced operating loss by $0.5 million, or 0.6 percent.
Interest Expense, Net
For the three months ended September 30, 2025, interest expense, net decreased $2.2 million, or 18.8 percent, primarily due to lower variable interest rates on lower variable debt balances versus the prior year.
For the nine months ended September 30, 2025, interest expense, net decreased $7.4 million, or 21.3 percent, primarily due to lower variable interest rates on lower variable debt balances versus the prior year. The weighted average interest rate on $302.8 million of outstanding variable rate debt as of September 30, 2025 decreased to 4.72 percent from 5.89 percent in the prior year.
Income Tax Expense
For the three months ended September 30, 2025, we recorded an income tax expense of $10.7 million on income before taxes of $14.7 million. For the three months ended September 30, 2024, we recorded an income tax expense of $4.5 million on income before taxes of $13.8 million.
For the nine months ended September 30, 2025, we recorded an income tax expense of $0.9 million on income before taxes of $20.9 million. For the nine months ended September 30, 2024, we recorded an income tax expense of $3.3 million on a loss before taxes of $118.9 million. The Company entered into a settlement related to the Brazil Tax Assessments resulting in a net tax benefit of $13.1 million.
33
See "Note 11. Income Taxes" for more information, including information regarding the settlement of the Brazil Tax Assessments.
Segment Net Sales and Operating Income for the Three and Nine Months Ended September 30, 2025 and 2024
ACCO Brands Americas
|
Three Months Ended September 30, |
|
Amount of Change |
|
|
Nine Months Ended September 30, |
|
Amount of Change |
|||||||||
(in millions) |
2025 |
|
2024 |
|
$ |
|
%/pts |
|
|
2025 |
|
2024 |
|
$ |
|
%/pts |
|
Net sales |
$227.6 |
|
$259.1 |
|
$(31.5) |
|
(12.2)% |
|
|
$650.0 |
|
$748.6 |
|
$(98.6) |
|
(13.2)% |
|
Comparable sales (Non-GAAP)⁽¹⁾ |
$227.2 |
|
$259.1 |
|
$(31.9) |
|
(12.4)% |
|
|
$659.7 |
|
$748.6 |
|
$(88.9) |
|
(11.9)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating income (loss)⁽²⁾ |
24.7 |
|
25.9 |
|
(1.2) |
|
(4.6)% |
|
|
66.3 |
|
(76.7) |
|
143.0 |
|
NM |
|
Segment operating income (loss) margin |
10.9 % |
|
10.0 % |
|
|
|
0.9 |
pts |
|
10.2 % |
|
(10.2)% |
|
|
|
20.4 |
pts |
For the three months ended September 30, 2025, net sales decreased $31.5 million, or 12.2 percent. Favorable foreign exchange increased sales by $0.4 million, or 0.2 percent. Comparable net sales decreased 12.4 percent. The reported sales decline was driven by lower volume, which was down $33.4 million, or 12.9 percent, due to lower demand for consumer and business products. Price, net of customer programs, increased sales by $1.5 million, or 0.6 percent.
For the nine months ended September 30, 2025, net sales decreased $98.6 million, or 13.2 percent, including $9.7 million, or 1.3 percent, from adverse foreign exchange. Comparable net sales decreased 11.9 percent. The reported sales decline was driven by lower volume which was down $82.8 million, or 11.1 percent, primarily due to lower demand for consumer and business products, as well as disruptions in customer purchasing, including cancelled or delayed orders, due to uncertainty related to the tariffs. Price, net of customer programs reduced sales by $6.2 million, or 0.8 percent.
For the three months ended September 30, 2025, we reported operating income of $24.7 million, compared to operating income of $25.9 million. The decline was due to lower sales volume, unfavorable fixed-cost absorption and impacts from tariffs, partly offset by cost savings and lower restructuring costs. Favorable foreign exchange increased operating income $0.1 million or 0.4 percent.
For the nine months ended September 30, 2025, we reported operating income of $66.3 million, compared to an operating loss of $76.7 million. The prior year operating loss was due to non-cash impairment charges totaling $165.2 million related to goodwill and an indefinite-lived trade name. The current year was impacted by lower sales volume, unfavorable fixed-cost absorption and impacts from tariffs, partly offset by cost savings and the gain on the sale of our Sidney, New York facility of $5.7 million. Adverse foreign exchange reduced operating income $0.5 million, or 0.7 percent.
34
ACCO Brands International
|
Three Months Ended September 30, |
|
Amount of Change |
|
|
Nine Months Ended September 30, |
|
Amount of Change |
|||||||||
(in millions) |
2025 |
|
2024 |
|
$ |
|
%/pts |
|
|
2025 |
|
2024 |
|
$ |
|
%/pts |
|
Net sales |
$156.1 |
|
$161.8 |
|
$(5.7) |
|
(3.5)% |
|
|
$445.9 |
|
$469.5 |
|
$(23.6) |
|
(5.0)% |
|
Comparable sales (Non-GAAP)⁽¹⁾ |
$150.0 |
|
$161.8 |
|
$(11.8) |
|
(7.3)% |
|
|
$438.8 |
|
$469.5 |
|
$(30.7) |
|
(6.5)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating income⁽²⁾ |
10.5 |
|
9.5 |
|
1.0 |
|
10.5 % |
|
|
16.4 |
|
30.1 |
|
(13.7) |
|
(45.5)% |
|
Segment operating income margin |
6.7 % |
|
5.9 % |
|
|
|
0.8 |
pts |
|
3.7 % |
|
6.4 % |
|
|
|
(2.7) |
pts |
For the three months ended September 30, 2025, net sales decreased $5.7 million or 3.5 percent. Favorable foreign exchange increased net sales $6.1 million, or 3.8 percent. Comparable net sales decreased 7.3 percent. The reported sales reflect lower volume, which was down $14.5 million, or 9.0 percent, primarily due to reduced demand for business products, partly offset by the benefit of price increases of $2.7 million, or 1.7 percent, and sales resulting from the Buro Acquisition.
For the nine months ended September 30, 2025, net sales decreased $23.6 million or 5.0 percent. Favorable foreign exchange increased net sales $7.1 million, or 1.5 percent. Comparable net sales decreased 6.5 percent. The reported sales decline was driven by lower volume, which was down $39.7 million, or 8.5 percent, primarily due to reduced demand for business products, partly offset by growth in technology accessories sales and the benefit of price increases of $9.1 million, or 1.9 percent.
For the three months ended September 30, 2025, operating income increased $1.0 million or 10.5 percent primarily due to cost savings, price increases and lower restructuring costs, partly offset by lower sales volume. Favorable foreign exchange increased operating income $0.4 million, or 4.2 percent.
For the nine months ended September 30, 2025, operating income decreased $13.7 million primarily due to lower sales volume and higher restructuring costs of $7.5 million in the current year, partly offset by cost savings, price increases, lower incentive compensation and the gain on sale of our Barcelona facility for $1.2 million.
Liquidity and Capital Resources
Our primary liquidity needs are to support our working capital requirements, service indebtedness and fund capital expenditures, dividends, stock repurchases and acquisitions. Our principal sources of liquidity are cash flows from operating activities, cash and cash equivalents held, and seasonal borrowings under our $467.5 million multi-currency revolving credit facility (the "Revolving Facility"). As of September 30, 2025, there was $189.3 million in borrowings outstanding under the Revolving Facility ($18.0 million reported in "Current portion of long-term debt" and $171.3 million reported in "Long-term debt, net"), and the amount available for borrowings was $271.3 million (allowing for $6.9 million of letters of credit outstanding on that date). We had $82.5 million in cash on hand as of September 30, 2025.
As of September 30, 2025, our Consolidated Leverage Ratio was approximately 4.14 to 1.00 versus our maximum covenant of 4.50 to 1.00. We have no debt maturities before March 2029. Debt currently outstanding under our Credit Agreement is due on October 30, 2029, with the requirement that we refinance our senior unsecured notes by September 2028.
Our priorities for cash flow use, after funding business operations, include debt reduction, dividends, share repurchases and funding strategic acquisitions. The continued declaration and payment of dividends is at the discretion of the Board of Directors, and dividends and share repurchases are dependent upon, among other things, market conditions, the Company's financial position, results of operations, cash flow and other factors.
35
The $302.8 million of debt currently outstanding under our senior secured credit facilities had a weighted average interest rate of 4.72 percent as of September 30, 2025, and the $575.0 million outstanding principal amount of our senior unsecured notes due March 2029 have a fixed interest rate of 4.25 percent.
Because of the seasonality of our business, generally our operating cash flow is generated in the second half of the year, as the cash inflows in the first and second quarters are consumed building working capital and making our annual performance-based compensation payments when earned. Our third and fourth quarter cash flows come from completing the working capital cycle.
Amendment to Credit Agreement
Effective July 29, 2025, we entered into an amendment to the Credit Agreement, which, among other things, increases our maximum Consolidated Leverage Ratio financial covenant to 4.50x for the third and fourth quarters of 2025, to 4.75x for the first and second quarters of 2026 and to 4.25x for the third and fourth quarters of 2026. Thereafter, the maximum Consolidated Leverage Ratio will return to 4.50x for all first and second fiscal quarters and 4.00x for all third and fourth quarters. In addition, it modifies certain covenant baskets related to liens, indebtedness and restricted payments through December 31, 2026. The amendment also requires that $35.0 million in outstanding principal amount under the term loan facility will be repaid on or before September 30, 2025, for which the payment was made as required.
Adequacy of Liquidity Sources
We believe that cash flow from operations, our current cash balance and other sources of liquidity, including borrowings available under our Revolving Facility, will be adequate to support our requirements for working capital and restructuring expenditures, and to service indebtedness for the foreseeable future.
Restructuring Activities
The Company may implement restructuring, realignment or cost-reduction plans and activities, including those related to integrating acquired businesses.
In January 2024, the Company announced a multi-year restructuring and cost savings program, with currently anticipated annualized pre-tax cost savings of approximately $100.0 million by the end of 2026. The program incorporates initiatives to simplify and delayer the Company's operating structure and reduce costs through headcount reductions, supply chain optimization, global footprint rationalization, and better leveraging the Company's sourcing capabilities. Since inception, the Company has realized over $50.0 million in pre-tariff savings.
For additional details, see "Note 10. Restructuring" to the condensed consolidated financial statements contained in "Part I, Item 1. Financial Information" of this Quarterly Report on Form 10-Q.
36
Cash Flow for the Nine Months Ended September 30, 2025 and 2024
During the nine months ended September 30, 2025, our cash and cash equivalents increased $8.4 million, as compared to an increase of $35.6 million in the first nine months of the prior year. The following table summarizes our cash flows for the periods presented:
|
|
Nine Months Ended September 30, |
|
|
|
|
||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
Amount of Change |
|
|||
Net cash flow provided (used) by: |
|
|
|
|
|
|
|
|
|
|||
Operating activities |
|
$ |
38.1 |
|
|
$ |
95.5 |
|
|
$ |
(57.4 |
) |
Investing activities |
|
|
(5.9 |
) |
|
|
(8.5 |
) |
|
|
2.6 |
|
|
|
|
|
|
|
|
|
|
|
|||
Net borrowings |
|
|
5.4 |
|
|
|
(13.6 |
) |
|
|
19.0 |
|
Dividends paid |
|
|
(20.3 |
) |
|
|
(21.5 |
) |
|
|
1.2 |
|
All other financing |
|
|
(17.4 |
) |
|
|
(14.4 |
) |
|
|
(3.0 |
) |
Financing activities |
|
|
(32.3 |
) |
|
|
(49.5 |
) |
|
|
17.2 |
|
Effect of foreign exchange rate changes on cash and cash equivalents |
|
|
8.5 |
|
|
|
(1.9 |
) |
|
|
10.4 |
|
Net increase in cash and cash equivalents |
|
$ |
8.4 |
|
|
$ |
35.6 |
|
|
$ |
(27.2 |
) |
Cash Flow from Operating Activities
Cash provided by operating activities during the nine months ended September 30, 2025, was driven by cash inflows of $78.4 million after excluding non-cash impacts primarily from amortization of intangibles, depreciation, stock-based compensation expense, and the gain on the sale of our facilities in Sidney, New York and Barcelona, Spain from our net income. Cash was also provided by trade working capital of $48.4 million, which includes accounts receivable, inventory, and accounts payable. These were partly offset by a net cash outflow of $88.7 million from other assets and liabilities including cash payments for restructuring, taxes, interest, pensions, and incentives.
Cash provided by operating activities during the nine months ended September 30, 2024, was driven by cash inflows of $109.0 million after excluding non-cash impacts primarily from amortization of intangibles, depreciation, stock-based compensation expense, and non-cash goodwill and intangible asset impairment charges from our net loss. Cash was also provided by trade working capital of $86.7 million, which includes accounts receivable, inventory, and accounts payable. These were partly offset by a net cash outflow of $100.2 million from all other assets and liabilities including cash payments for restructuring, taxes, interest, pensions, and incentives.
Cash Flow from Investing Activities
Cash used by investing activities during the nine months ended September 30, 2025, was due to $10.1 million of cash used for the Buro Acquisition as well as capital expenditures, partly offset by $16.5 million in proceeds from the sale of our facilities in Sidney, New York and Barcelona, Spain.
Cash used by investing activities during the nine months ended September 30, 2024, was primarily due to capital expenditures.
Cash Flow from Financing Activities
Cash used by financing activities during the nine months ended September 30, 2025, was primarily due to dividend payments and cash used to repurchase common stock, partly offset by borrowings that exceeded debt repayments.
Cash used by financing activities during the nine months ended September 30, 2024, was primarily due to dividend payments, debt repayments exceeding borrowings, and cash used to repurchase common stock.
37
Supplemental Non-GAAP Financial Measure
To supplement our condensed consolidated financial statements presented in accordance with generally accepted accounting principles in the U.S. ("GAAP"), we provide investors with certain non-GAAP financial measures, including comparable sales. Comparable sales represent net sales excluding the impact of material acquisitions, if any, and with current-period foreign operation sales translated at prior-year currency rates. We sometimes refer to comparable sales as comparable net sales.
We use comparable sales both to explain our results to stockholders and the investment community and in the internal evaluation and management of our business. We believe comparable sales provide management and investors with a more complete understanding of our underlying operational results and trends, facilitate meaningful period-to-period comparisons and enhance an overall understanding of our past and future financial performance. Comparable sales should not be considered in isolation or as a substitute for, or superior to, GAAP net sales and should be read in connection with the Company's financial statements presented in accordance with GAAP.
The following tables provide a reconciliation of GAAP net sales as reported to non-GAAP comparable sales:
|
Comparable Sales - Three Months Ended September 30, 2025 |
|||
|
|
|
Non-GAAP |
|
|
|
|
|
|
(in millions) |
GAAP Net Sales |
|
Currency Translation |
Comparable Sales |
ACCO Brands Americas |
$227.6 |
|
$0.4 |
$227.2 |
ACCO Brands International |
156.1 |
|
6.1 |
150.0 |
Total |
$383.7 |
|
$6.5 |
$377.2 |
|
Amount of Change - Three Months Ended September 30, 2025 compared to the Three Months Ended September 30, 2024 |
|||
|
$ Change - Net Sales |
|||
|
|
|
Non-GAAP |
|
|
|
|
|
|
(in millions) |
GAAP Net Sales Change |
|
Currency Translation |
Comparable Sales Change |
ACCO Brands Americas |
$(31.5) |
|
$0.4 |
$(31.9) |
ACCO Brands International |
(5.7) |
|
6.1 |
(11.8) |
Total |
$(37.2) |
|
$6.5 |
$(43.7) |
|
% Change - Net Sales |
|||
|
|
|
Non-GAAP |
|
|
|
|
|
|
|
GAAP Net Sales Change |
|
Currency Translation |
Comparable Sales Change |
ACCO Brands Americas |
(12.2)% |
|
0.2% |
(12.4)% |
ACCO Brands International |
(3.5)% |
|
3.8% |
(7.3)% |
Total |
(8.8)% |
|
1.5% |
(10.3)% |
|
Comparable Sales - Nine Months Ended September 30, 2025 |
|||
|
|
|
Non-GAAP |
|
|
|
|
|
|
(in millions) |
GAAP Net Sales |
|
Currency Translation |
Comparable Sales |
ACCO Brands Americas |
$650.0 |
|
$(9.7) |
$659.7 |
ACCO Brands International |
445.9 |
|
7.1 |
438.8 |
Total |
$1,095.9 |
|
$(2.6) |
$1,098.5 |
38
|
Amount of Change - Nine Months Ended September 30, 2025 compared to the Nine Months Ended September 30, 2024 |
|||
|
$ Change - Net Sales |
|||
|
|
|
Non-GAAP |
|
|
|
|
|
|
(in millions) |
GAAP Net Sales Change |
|
Currency Translation |
Comparable Sales |
ACCO Brands Americas |
$(98.6) |
|
$(9.7) |
$(88.9) |
ACCO Brands International |
(23.6) |
|
7.1 |
(30.7) |
Total |
$(122.2) |
|
$(2.6) |
$(119.6) |
|
% Change - Net Sales |
|||
|
|
|
Non-GAAP |
|
|
|
|
|
|
|
GAAP Net Sales Change |
|
Currency Translation |
Comparable Sales |
ACCO Brands Americas |
(13.2)% |
|
(1.3)% |
(11.9)% |
ACCO Brands International |
(5.0)% |
|
1.5% |
(6.5)% |
Total |
(10.0)% |
|
(0.2)% |
(9.8)% |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk" of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to Foreign Exchange Risk Management or Interest Rate Risk Management in the quarter ended September 30, 2025 or through the date of this report.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation under the supervision of the Chief Executive Officer and the Chief Financial Officer, and with the participation of our Disclosure Committee, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2025.
(b) Changes in Internal Control over Financial Reporting.
There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are various claims, lawsuits and pending actions against us incidental to our operations, including the income tax assessments against our Brazilian subsidiary, ACCO Brands Brasil Ltda. (the "Brazil Tax Assessments"). In June 2025, we agreed with the Brazilian Treasury to settle the Brazil Tax Assessments pursuant to an amnesty program. For more information, see "Part I, Item 1. Note 11. Income Taxes, Brazil Tax Assessments" to the Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.
39
It is the opinion of management that the ultimate resolution of currently outstanding matters will not have a material adverse effect on our financial condition, results of operations or cash flow. However, there is no assurance that we will ultimately be successful in our defense of any of these matters or that an adverse outcome in any matter will not affect our results of operations, financial condition or cash flow. Further, future claims, lawsuits and legal proceedings could materially and adversely affect our business, reputation, results of operations, and financial condition.
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors from those disclosed in "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, except as updated under "Part II, Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Not applicable.
(b) Not applicable.
(c) Common Stock Purchases
The following table provides information about our purchases of equity securities during the quarter ended September 30, 2025:
Period |
|
Total Number |
|
|
Average Price |
|
|
Total Number of |
|
|
Approximate Dollar |
|
||||
July 1, 2025 to July 31, 2025 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
75,645,700 |
|
August 1, 2025 to August 31, 2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
75,645,700 |
|
September 1, 2025 to September 30, 2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
75,645,700 |
|
Total |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
75,645,700 |
|
The number of shares to be purchased, if any, and the timing of purchases will be based on the Company's stock price, leverage ratios, cash balances, general business and market conditions, and other factors, including alternative investment opportunities and working capital needs. The Company may repurchase its shares, from time to time, through a variety of methods, including open-market purchases, privately negotiated transactions and block trades or pursuant to repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Any stock repurchases will be subject to market conditions, SEC regulations and other considerations and may be commenced or suspended at any time or from time to time, without prior notice. Accordingly, there is no guarantee as to the number of shares, if any, that will be repurchased or the timing of such repurchases.
40
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended September 30, 2025, no director or officer of the Company who is required to file reports under Section 16 of the Exchange Act informed us that he or she
ITEM 6. EXHIBITS
Exhibit Number |
|
Description of Exhibit |
|
|
|
10.1
|
|
Eighth Amendment to Third Amended and Restated Credit Agreement, dated as of July 29, 2025, among the Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2025 (File No. 001-08454)) |
|
|
|
31.1 |
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |
|
|
|
31.2 |
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |
|
|
|
32.1 |
|
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
|
|
|
32.2 |
|
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
|
|
|
101.INS |
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
|
|
|
* |
|
Filed herewith. |
|
|
|
** |
|
Furnished herewith. |
41
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.
REGISTRANT: |
|
|
|
ACCO BRANDS CORPORATION |
|
|
|
By: |
/s/ Thomas W. Tedford |
Thomas W. Tedford |
|
President and Chief Executive Officer (principal executive officer) |
|
|
|
By: |
/s/ Deborah A. O'Connor |
Deborah A. O'Connor |
|
Executive Vice President and Chief Financial Officer (principal financial officer) |
|
|
|
By: |
/s/ James M. Dudek, Jr. |
James M. Dudek, Jr. |
|
Senior Vice President, Corporate Controller and Chief Accounting Officer (principal accounting officer) |
|
Date: October 31, 2025
42
FAQ
How did ACCO (ACCO) perform in Q3 2025?
Q3 net sales were $383.7M vs $420.9M last year; net income was $4.0M.
What are ACCO’s year-to-date 2025 results?
Net sales were $1,095.9M, operating income $52.3M, and net income $20.0M.
What changed in ACCO’s credit covenants?
The maximum Consolidated Leverage Ratio increased to 4.50x for Q3–Q4 2025, with additional step-ups in 2026.
What is ACCO’s current leverage and liquidity?
Leverage was 4.14x; revolver borrowings were $189.3M with $271.3M available.
Did ACCO complete any acquisitions?
Yes. It acquired Buro for AU$16.3M (US$10.1M), adding $5.8M in intangibles and $4.2M goodwill.
How was the Brazil tax dispute resolved?
ACCO settled for $7.4M, paying $2.0M and installments through June 2026.
How many ACCO shares are outstanding?
As of October 23, 2025, there were 90,136,133 shares outstanding.
