Acme United Corp 10-Q for FY2026 Q2
Acme United Corp (ACU)
About this 10-Q
Acme United Corp filed this 10-Q on August 6, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $62.72M
- up 16.1% from $54M a year earlier
- Net income
- $5.05M
- up 6.3% from net income of $4.75M a year earlier
- Diluted EPS
- $1.22
- up 5.2% from $1.16 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
For the quarterly period ended:
or
For the transition period from: to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
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State or Other Jurisdiction of |
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Incorporation or Organization |
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Address of Principal Executive Offices |
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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 |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (l) 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 (sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one).
Large accelerated filer |
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Non-accelerated filer |
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Smaller Reporting Company |
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Emerging growth company |
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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
Registrant had
ACME UNITED CORPORATION
INDEX
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Page Number |
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Item 1: |
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Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025 |
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Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 |
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Item 2: |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3: |
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Item 4: |
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Item 1: |
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Item 1A: |
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Item 2: |
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Item 3: |
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Item 4: |
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Item 5: |
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Item 6: |
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2
Part I - FINANCIAL INFORMATION
Item 1: Financial Statements
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(all amounts in thousands)
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June 30, |
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December 31, |
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2026 |
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2025 |
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(unaudited) |
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(Note 1) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, less allowance for credit losses of $ |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant and equipment: |
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Land |
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Buildings |
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Machinery and equipment |
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Less: accumulated depreciation |
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Net property, plant and equipment |
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Operating lease right-of-use asset, net |
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Goodwill |
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Intangible assets, less accumulated amortization |
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Total assets |
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$ |
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$ |
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See Notes to Unaudited Condensed Consolidated Financial Statements.
3
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(all amounts in thousands, except par value and share amounts)
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June 30, |
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December 31, |
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2026 |
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2025 |
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(unaudited) |
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(Note 1) |
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LIABILITIES |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Operating lease liability - current portion |
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Current portion of mortgage payable |
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Other current liabilities |
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Total current liabilities |
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Non-current liabilities: |
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Long-term debt |
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Mortgage payable, net of current portion |
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Operating lease liability - non-current portion |
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Deferred income taxes |
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Other non-current liabilities |
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Total liabilities |
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STOCKHOLDERS' EQUITY |
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Common stock, par value $ |
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authorized |
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Additional paid-in capital |
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Retained earnings |
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Treasury stock, at cost - |
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Accumulated other comprehensive loss: |
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Translation adjustment |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See Notes to Unaudited Condensed Consolidated Financial Statements.
4
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(all amounts in thousands, except per share amounts)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Net sales |
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$ |
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$ |
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$ |
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Cost of goods sold |
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Gross profit |
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Selling, general and administrative expenses |
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Operating income |
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Non-operating items: |
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Interest expense, net |
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Other (income) expense, net |
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Income before income tax expense |
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Income tax expense |
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Net income |
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$ |
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$ |
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$ |
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Basic earnings per share |
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$ |
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$ |
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$ |
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$ |
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Diluted earnings per share |
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$ |
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$ |
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$ |
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$ |
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Weighted average number of common shares outstanding-denominator used for basic per share computations |
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Weighted average number of dilutive stock options outstanding |
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Denominator used for diluted per share computations |
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Dividends declared per share |
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$ |
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$ |
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$ |
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$ |
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See Notes to Unaudited Condensed Consolidated Financial Statements.
5
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(all amounts in thousands)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive (loss) income: |
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Foreign currency translation adjustment |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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See Notes to Unaudited Condensed Consolidated Financial Statements.
6
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(all amounts in thousands, except share amounts)
For the three months ended June 30, 2025
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Outstanding Shares of Common Stock |
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Common Stock |
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Treasury |
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Additional Paid-In Capital |
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Accumulated |
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Retained Earnings |
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Total |
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March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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Other comprehensive income |
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Stock compensation expense |
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Distributions to stockholders |
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Issuance of common stock |
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$ |
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Cash settlement of stock options |
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Net share settlement of stock options |
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June 30, 2025 |
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$ |
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$ |
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For the three months ended June 30, 2026
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Outstanding Shares of Common Stock |
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Common Stock |
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Treasury |
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Additional Paid-In Capital |
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Accumulated |
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Retained Earnings |
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Total |
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March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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Other comprehensive (loss) |
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Stock compensation expense |
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Distributions to stockholders |
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Issuance of common stock |
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Net share settlement of stock options |
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June 30, 2026 |
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$ |
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$ |
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For the six months ended June 30, 2025
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Outstanding |
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Common |
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Treasury |
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Additional |
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Accumulated |
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Retained |
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Total |
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December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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Other comprehensive income |
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Stock compensation expense |
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Distributions to shareholders |
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Issuance of common stock |
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Cash settlement of stock options |
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Net share settlement of stock options |
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June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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7
For the six months ended June 30, 2026
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Outstanding |
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Common |
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Treasury |
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Additional |
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Accumulated |
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Retained |
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Total |
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December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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Other comprehensive loss |
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Stock compensation expense |
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Distributions to shareholders |
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Issuance of common stock |
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Cash settlement of stock options |
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Net share settlement of stock options |
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June 30, 2026 |
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$ |
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$ |
( |
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$ |
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$ |
( |
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$ |
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$ |
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See Notes to Unaudited Condensed Consolidated Financial Statements.
8
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(all amounts in thousands)
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Six Months Ended |
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June 30, |
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2026 |
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2025 |
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Cash flows from operating activities: |
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Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation |
|
|
|
|
|
|
||
Amortization of intangible assets |
|
|
|
|
|
|
||
Non-cash lease adjustment |
|
|
|
|
|
( |
) |
|
Stock compensation expense |
|
|
|
|
|
|
||
Provision for credit losses |
|
|
|
|
|
|
||
Provision for excess and obsolete inventory |
|
|
|
|
|
|
||
Amortization of deferred financing costs |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Inventories |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other assets |
|
|
( |
) |
|
|
|
|
Accounts payable |
|
|
|
|
|
|
||
Other accrued liabilities |
|
|
|
|
|
( |
) |
|
Total adjustments |
|
|
|
|
|
( |
) |
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchase of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Acquisition of My Medic Assets |
|
|
( |
) |
|
|
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Net borrowings of long-term debt |
|
|
|
|
|
( |
) |
|
Tax withholding on net share settlement of stock options |
|
|
( |
) |
|
|
( |
) |
Cash settlement of stock options |
|
|
( |
) |
|
|
( |
) |
Repayments on mortgage |
|
|
( |
) |
|
|
( |
) |
Proceeds from issuance of common stock |
|
|
|
|
|
|
||
Distributions to shareholders |
|
|
( |
) |
|
|
( |
) |
Net cash provided by financing activities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Effect of exchange rate changes on cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Net change in cash and cash equivalents |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental cash flow information: |
|
|
|
|
|
|
||
Cash paid for income taxes |
|
$ |
|
|
$ |
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
See Notes to Unaudited Condensed Consolidated Financial Statements.
9
ACME UNITED CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The accompanying condensed consolidated financial statements include all adjustments necessary to present fairly the financial position, results of operations and cash flows of Acme United Corporation (the “Company”). These adjustments are of a normal, recurring nature. However, the financial statements do not include all the disclosures normally required by accounting principles generally accepted in the United States or those normally made in the Company's Annual Report on Form 10-K. Please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for such disclosures. The condensed consolidated balance sheet as of December 31, 2025 was derived from the audited consolidated balance sheet as of that date. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in the Company’s 2025 Annual Report on Form 10-K.
The Company has evaluated events and transactions subsequent to June 30, 2026 and through the date these condensed consolidated financial statements were issued.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion) included in certain expense captions presented on the face of the income statement. The ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. The ASU may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements and early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.
2. Commitments and Contingencies
There are no pending material legal proceedings to which the Company is a party, or, to the actual knowledge of the Company, contemplated by any governmental authority.
3. Revenue from Contracts with Customers
Nature of Goods and Services
The Company recognizes revenue from the sales of a broad line of products that are grouped into two main categories: (a) first aid and medical; and (b) cutting and sharpening. The first aid and medical category includes first aid kits and refills, over-the-counter medications and a variety of medical products. The cutting and sharpening category includes scissors, knives, paper trimmers, pencil sharpeners and other sharpening tools. Revenue recognition is evaluated through the following five steps: (i) identification of the contract or contracts with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.
When Performance Obligations Are Satisfied
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Revenue is generated by the sale of the Company’s products to its customers. Sales contracts (purchase orders) generally have a single performance obligation that is satisfied at a point in time, upon shipment or delivery, depending on the terms of the underlying contract. Revenue is measured based on the consideration specified in the contract. The amount of consideration we receive and revenue we recognize is impacted by incentives ("customer rebates"), including sales rebates, which are generally tied to sales volume levels, in-store promotional allowances, shared media and customer catalog allowances and other cooperative advertising arrangements; freight allowance programs offered to our customers; and allowance for returns and discounts. We generally recognize customer rebate costs as a deduction to gross sales at the time that the associated revenue is recognized.
10
Significant Payment Terms
Payment terms for each customer are dependent on the agreed upon contractual repayment terms. Payment terms typically are between 30 and 90 days and vary depending on the size of the customer and its risk profile to the Company. Some customers receive discounts for early payment.
Product Returns
The Company accepts product returns in the normal course of business. The Company estimates reserves for returns and the related refunds to customers based on historical experience. Reserves for returned merchandise are included as a component of “Accounts receivable” in the condensed consolidated balance sheets.
Practical Expedient Usage and Accounting Policy Elections
For the Company’s contracts that have an original duration of one year or less, the Company uses the practical expedient in ASC 606-10-32-18, applicable to such contracts and does not consider the time value of money in relation to significant financing components. The effect of applying this practical expedient election did not have an impact on the Company’s condensed consolidated financial statements.
Per ASC 606-10-25-18B, the Company has elected to account for shipping and handling activities that occur after the customer has obtained control as a fulfillment activity instead of a performance obligation. Furthermore, shipping and handling activities performed before transfer of control of the product also do not constitute a separate and distinct performance obligation. The effect of applying this practical expedient election did not have an impact on the Company’s condensed consolidated financial statements.
The Company has elected to exclude from the transaction price those amounts which relate to sales and other taxes that are assessed by governmental authorities and that are imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer.
Applying the practical expedient in ASC 340-40-25-4, Other Assets and Deferred Costs, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred. These costs are included in “Selling, general and administrative expenses.”
Disaggregation of Revenues
The following table represents external net sales disaggregated by product category, by segment (amounts in thousands):
For the three months ended June 30, 2026
|
|
United States |
|
|
Canada |
|
|
Europe |
|
|
Total |
|
||||
First Aid and Medical |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cutting and Sharpening |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Net Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
For the three months ended June 30, 2025
|
|
United States |
|
|
Canada |
|
|
Europe |
|
|
Total |
|
||||
First Aid and Medical |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cutting and Sharpening |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Net Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
For the six months ended June 30, 2026
|
|
United States |
|
|
Canada |
|
|
Europe |
|
|
Total |
|
||||
First Aid and Medical |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cutting and Sharpening |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Net Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
For the six months ended June 30, 2025
|
|
United States |
|
|
Canada |
|
|
Europe |
|
|
Total |
|
||||
First Aid and Medical |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cutting and Sharpening |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Net Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
11
4. Debt and Stockholders’ Equity
Long-term debt consists of (i) borrowings under the Company’s revolving loan agreement with HSBC Bank USA, N.A. (“HSBC”) and (ii) amounts outstanding under the fixed rate mortgage on the Company’s manufacturing and distribution facilities in Rocky Mount, NC and Vancouver, WA. Effective as of June 26, 2025, the Company entered into Amendment No. 11 to the Revolving Loan Agreement dated as of April 5, 2012, as amended (the "Loan Agreement”), between the Company and HSBC. Amendment No. 11 extended the scheduled maturity of the $
As of June 30, 2026 and December 31, 2025, the Company had outstanding borrowings under the Loan Agreement of $
On July 15, 2026 the Company entered into a new $
On December 1, 2021 the Company’s manufacturing and distribution facilities in Rocky Mount, NC and Vancouver, WA were financed by a fixed rate mortgage with HSBC at a fixed interest rate of
|
June 30, 2026 |
|
December 31, 2025 |
|
||
|
|
|
|
|
||
Mortgage payable - HSBC |
$ |
|
$ |
|
||
Less debt issuance costs |
|
( |
) |
|
( |
) |
|
|
|
|
|
||
Less current maturities |
|
|
|
|
||
Long-term mortgage payable less current maturities |
$ |
|
$ |
|
||
|
|
|
|
|
||
During the three and six months ended June 30, 2026, the Company issued a total of
5. Segment Information
The Company aligns its businesses into
The Company’s reportable business segments consist of: (1) United States; (2) Canada; and (3) Europe. As described below, the activities of the Company’s Asian operations are closely linked to those of the U.S. operations; accordingly, the Company’s CODM reviews the financial results of both on a consolidated basis, and the results of the Asian operations have been aggregated with the results of the United States operations to form one reportable segment called the “United States segment” or “U.S. segment”. Each reportable segment derives its revenue from the sales of i) first aid and medical products and ii) cutting and sharpening tools to school, home, office, hardware, sporting and industrial markets.
The Company's CODM evaluates the performance of each operating segment based on segment revenues and operating income. Segment revenues are defined as total revenues, excluding inter-segment revenue. Segment operating earnings are defined as segment revenues, less cost of goods sold and operating expenses. Assets are reviewed by the CODM on a consolidated basis and therefore are not presented by reportable business segment.
12
The following tables set forth certain financial data by segment for the three and six months ended June 30, 2026 and 2025:
For the three months ended June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(amounts in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
United States |
|
|
Canada |
|
|
Europe |
|
|
Total |
|
||||
Net Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: Segment cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: Segment selling, general, and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Other income, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additions to property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
For the three months ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(amounts in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
United States |
|
|
Canada |
|
|
Europe |
|
|
Total |
|
||||
Net Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: Segment cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: Segment selling, general, and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment operating income |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Other income, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additions to property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
13
For the six months ended June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(amounts in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
United States |
|
|
Canada |
|
|
Europe |
|
|
Total |
|
||||
Net Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: Segment cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: Segment selling, general, and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other expense, net |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additions to property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
For the six months ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(amounts in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
United States |
|
|
Canada |
|
|
Europe |
|
|
Total |
|
||||
Net Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: Segment cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: Segment selling, general, and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment operating income |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Other income, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additions to property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
6. Stock Based Compensation
The Company recognizes share-based compensation at the fair value of the equity instrument on the grant date. Compensation expense is recognized over the required service period, which is generally the vesting period of the equity instrument. Share-based compensation expense was approximately $
As of June 30, 2026, there was a total of $
7. Fair Value Measurements
The carrying value of the Company’s bank debt is a reasonable estimate of fair value because of the nature of its payment terms and maturity.
8. Leases
The Company has operating leases for office and warehouse space and equipment under various arrangements which provide the right to use the underlying asset and require lease payments for the lease term. The Company’s lease portfolio consists of operating leases which expire at various dates through 2033.
Certain of the Company’s lease arrangements contain renewal provisions, exercisable at the Company's option. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company determines if an arrangement is an operating lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. All other leases are recorded on the balance sheet with right-of-use (“ROU”) assets representing the right to use the underlying asset for the lease term and lease liabilities representing the obligation to make lease payments arising from the lease.
14
Operating lease cost was $
Information related to leases (in thousands):
|
|
Three Months Ended |
|
|
Three Months Ended |
|
||
Operating cash flow information: |
|
June 30, 2026 |
|
|
June 30, 2025 |
|
||
Operating lease cost |
|
$ |
|
|
$ |
|
||
Operating lease - cash flow |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Non-cash activity: |
|
|
|
|
|
|
||
ROU assets obtained in exchange for lease liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
|
|
Six Months Ended |
|
|
Six Months Ended |
|
||
Operating cash flow information: |
|
June 30, 2026 |
|
|
June 30, 2025 |
|
||
Operating lease cost |
|
$ |
|
|
$ |
|
||
Operating lease - cash flow |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Non-cash activity: |
|
|
|
|
|
|
||
ROU assets obtained in exchange for lease liabilities |
|
$ |
|
|
$ |
|
||
|
|
June 30, 2026 |
|
|
June 30, 2025 |
|
||
Weighted-average remaining lease term |
|
|
|
|
||||
Weighted-average discount rate |
|
|
% |
|
|
% |
||
Future minimum lease payments under non-cancelable leases as of June 30, 2026:
2026 (remaining) |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total future minimum lease payments |
|
$ |
|
|
Less: imputed interest |
|
|
( |
) |
Present value of lease liabilities - current |
|
|
|
|
Present value of lease liabilities - non-current |
|
$ |
|
9. Other Accrued Liabilities
Other current and non-current accrued liabilities consisted of (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Customer rebates |
|
$ |
|
|
$ |
|
||
Tariff related |
|
|
|
|
|
|
||
My Medic asset acquisition |
|
|
|
|
|
|
||
Accrued compensation |
|
|
|
|
|
|
||
Dividend payable |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total: |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
15
10. Intangible Assets and Goodwill
The Company’s intangible assets and goodwill consisted of (in thousands):
|
|
|
|
|
|
|
||
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Tradename |
|
$ |
|
|
$ |
|
||
Customer list |
|
|
|
|
|
|
||
Non-compete |
|
|
|
|
|
|
||
Patents |
|
|
|
|
|
|
||
My Medic intangible assets |
|
|
|
|
|
- |
|
|
Subtotal |
|
|
|
|
|
|
||
Less: Accumulated amortization |
|
|
|
|
|
|
||
Translation adjustments |
|
|
( |
) |
|
|
( |
) |
Intangible assets, less accumulated amortization |
|
$ |
|
|
$ |
|
||
Goodwill |
|
$ |
|
|
$ |
|
||
Total: |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
The useful lives of the identifiable intangible assets range from
Management’s assessment of the fair values of identifiable intangible assets and goodwill, is preliminary and subject to change during the measurement period (which will not exceed one year from the acquisition date). Adjustments to the preliminary allocation may result from additional information obtained regarding facts and circumstances that existed as of the acquisition date.
11. Inventories
Inventories consisted of (in thousands):
|
|
|
|
|
|
|
||
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Finished goods |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Materials and supplies |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Inventories are stated at the lower of cost or net realizable value, determined by the first-in, first-out method.
12. Business Combination
On
The purchase price of the acquisition was $
The preliminary purchase price allocation is as follows (in thousands):
16
Assets: |
|
|
|
|
Accounts Receivable |
|
$ |
|
|
Inventory |
|
|
|
|
Prepaid Expense |
|
|
|
|
Property, Plant & Equipment |
|
|
|
|
Intangibles |
|
|
|
|
Total assets |
|
$ |
|
|
The acquisition was accounted for as a business combination, pursuant to ASC 805 – Business Combinations. All assets acquired in the acquisition are included in the Company’s United States operating segment. Management’s assessment of the fair values of assets acquired and liabilities assumed, including identifiable intangible assets and goodwill, is preliminary and subject to change during the measurement period (which will not exceed one year from the acquisition date). Adjustments to the preliminary allocation may result from additional information obtained regarding facts and circumstances that existed as of the acquisition date.
The results of My Medic have been included in the Company’s condensed consolidated financial statements since the acquisition date. For the three and six months ended June 30, 2026, My Medic contributed revenue of $
Assuming the assets of My Medic were acquired on January 1, 2025, unaudited pro forma combined net sales for the three and six months ended June 30, 2025 for the Company would have been approximately $
13. Subsequent Events
On
On July 15, 2026, the opening balance under the new credit facility was $
17
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Information
The Company may from time to time make written or oral “forward-looking statements” including statements contained in this report and in other communications by the Company, which are made in good faith pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on our beliefs as well as assumptions made by and information currently available to us. When used in this document, words like “may,” “might,” “will,” “expect,” “anticipate,” “believe,” “potential,” and similar expressions are intended to identify forward-looking statements. Actual results could differ materially from our current expectations.
Forward-looking statements in this report, including without limitation, statements related to the Company’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties that may impact the Company’s business, operations and financial results.
These risks and uncertainties include, without limitation, the following: (i) changes in the Company’s plans, strategies, objectives, expectations and intentions, which may be made at any time at the discretion of the Company; (ii) the impact of volatility in global economic conditions, including the impact on the Company’s suppliers and customers; (iii) international trade policies of the United States or foreign governments and their impact on demand for our products and our competitive position, including the imposition of new tariffs, changes in existing tariff rates or the threat of any such action; (iv) the continuing adverse impact of inflation, including product costs, transportation costs and interest rates; (v) currency fluctuations; (vi) potential adverse effects on the Company, its customers, and suppliers resulting from the wars in Ukraine and the Middle East; (vii) additional disruptions in the Company’s supply chains, whether caused by pandemics, natural disasters, including trucker shortages, port closures, port strikes or otherwise; (viii) labor related costs the Company has and may continue to incur, including costs of acquiring and training new employees and rising wages and benefits; (ix) changes in client needs and consumer spending habits; (x) the Company’s ability to effectively manage its inventory in a rapidly changing business environment; (xi) the impact of competition; (xii) the impact of technological changes including, specifically, the growth of online marketing and sales activity; (xiii) the Company’s ability to manage its growth effectively, including its ability to successfully integrate any business it might acquire; and (xiv) other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.
For a more detailed discussion of these and other factors affecting the Company, see the Risk Factors described in Item 1A included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and below under “Financial Condition”. All forward-looking statements in this report are based upon information available to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.
Critical Accounting Estimates
There have been no material changes to the Company’s critical accounting estimates as previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Results of Operations
Traditionally, the Company’s sales and profits are stronger in the second and third quarters and weaker in the first and fourth quarters of the fiscal year, due to the seasonal nature of the Westcott back-to-school market.
Net sales
Consolidated net sales for the three months ended June 30, 2026 were $62,716,000 compared to $53,996,000 in the same period in 2025, an increase of 16%. Consolidated net sales for the six months ended June 30, 2026 were $115,017,000 compared to $99,954,000 in the same period in 2025, an increase of 15%. Excluding the incremental sales resulting from the acquisition of the assets of My Medic on January 15, 2026, sales increased 8% and 7%, for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025.
Net sales in the U.S. for the three months ended June 30, 2026 increased 17% compared to the same period in 2025. Net sales in the U.S. for the six months ended June 30, 2026 increased 15% compared to the same period in 2025. The sales increases for the three and six months were due to strong sales across all product lines and contribution from the acquisition of the My Medic business.
18
Net sales in Canada for the three months ended June 30, 2026 increased 1% in U.S. dollars and 3% in local currency compared to the same period in 2025. Net sales in Canada for the six months ended June 30, 2026 increased 7% in U.S. dollars and 6% in local currency compared to the same period in 2025. The increases in net sales for both periods were due to higher sales of first aid products.
European net sales for the three months ended June 30, 2026 increased 24% in U.S. dollars and 19% in local currency compared to the same period in 2025. European net sales for the six months ended June 30, 2026 increased 28% in U.S. dollars and 19% in local currency compared to the same period in 2025. The sales increases for the three and six months were due primarily to higher ecommerce sales and contribution from the line of cutting and sharpening products acquired in Germany on October 1, 2025.
Gross profit
Gross profit for the three months ended June 30, 2026 was $26,688,000 (42.6% of net sales) compared to $22,149,000 (41.0% of net sales) in the same period in 2025. Gross profit for the six months ended June 30, 2026 was $47,473,000 (41.3% of net sales) compared to $40,066,000 (40.1% of net sales) in the same period of 2025. The increases for the three and six months were primarily due to the inclusion of the new My Medic direct to consumer business.
Selling, general and administrative expenses
Selling, general and administrative ("SG&A") expenses for the three months ended June 30, 2026 were $19,858,000 (31.7% of net sales) compared with $15,759,000 (29.2% of net sales) in the same period in 2025, an increase of $4,099,000. Selling, general and administrative ("SG&A") expenses for the six months ended June 30, 2026 were $38,899,000 (33.8% of net sales) compared with $31,250,000 (31.3% of net sales) in the same period in 2025, an increase of $7,649,000. The increases in SG&A expenses for the three and six months were primarily due to the acquisition of the assets of My Medic as well as higher personnel related expenses. The increase in SG&A expenses as a percentage of sales was due to the higher amount of advertising needed for the direct to consumer My Medic business.
Operating income
Operating income for the three months ended June 30, 2026 was $6,830,000 compared with $6,390,000 in the same period of 2025. Operating income for the six months ended June 30, 2026 was $8,574,000 compared with $8,816,000 in the same period of 2025. The decrease in operating income for the six months ended June 30, 2026 was primarily due to higher cost of sales. Tariff expenses were recognized during the first six months as the Company sold inventory that had been subject to the high tariff rates imposed in 2025.
Operating income in the U.S. segment decreased by $24,000 for the three months ended June 30, 2026 compared to the same period in 2025. Operating income in the U.S. segment decreased by $1,344,000 for the six months ended June 30, 2026 compared to the same period in 2025.
Operating income in the Canadian segment increased by $11,000 and $215,000 for the three and six months ended June 30, 2026, compared to the same periods in 2025. The increase in operating income for the three and six months ended June 30, 2026 was primarily due to higher sales of first aid products.
Operating income in the European segment increased by $453,000 for the three months ended June 30, 2026, compared to the same period in 2025. Operating income in the European segment increased by $887,000 for the six months ended June 30, 2026 compared to the same period in 2025. The increases in operating income for the three and six months ended June 30, 2026 were primarily due to higher sales.
Interest expense, net
Interest expense, net for the three months ended June 30, 2026 was $532,000 compared with $401,000 in the same period of 2025, a $131,000 increase. Interest expense, net for the six months ended June 30, 2026 was $1,018,000 compared with $798,000 in the same period of 2025, a $220,000 increase. The increase in interest expense for the three and six months ended June 30, 2026 resulted from higher average outstanding borrowings.
Other income (expense), net
Other income, net was $5,000 in the three months ended June 30, 2026 compared to $99,000 in the same period of 2025. Other expense, net was $11,000 in the six months ended June 30, 2026 compared to Other income, net of $188,000 in the same period of 2025.
Income taxes
The effective income tax rate for the three and six months ended June 30, 2026 was 20% compared to 22% in the same periods of 2025.
19
Financial Condition
Liquidity and Capital Resources
During the first six months of 2026, working capital increased approximately $4.2 million. Inventory turnover, calculated using a twelve-month average inventory balance, was 1.9 at June 30, 2026 and 2.0 at December 31, 2025. Receivables increased approximately $9.6 million at June 30, 2026 compared to December 31, 2025. The average number of days sales outstanding in accounts receivable was 52 days at June 30, 2026 compared to 54 days at December 31, 2025. Accounts payable and other current liabilities increased by approximately $12.0 million at June 30, 2026 compared to December 31, 2025.
The Company's working capital, current ratio and long-term debt to equity ratio are as follows (dollar amounts in thousands):
|
|
|
|
|
|
|
||
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Working capital |
|
$ |
77,517 |
|
|
$ |
73,324 |
|
Current ratio |
|
|
3.23 |
|
|
|
4.21 |
|
Long term debt to equity ratio |
|
|
26.3 |
% |
|
|
18.1 |
% |
Long-term debt consists of (i) borrowings under the Company’s revolving loan agreement with HSBC Bank USA, N.A. (“HSBC”) and (ii) amounts outstanding under the fixed rate mortgage on the Company’s manufacturing and distribution facilities in Rocky Mount, NC and Vancouver, WA. Effective as of June 26, 2025, the Company entered into Amendment No. 11 to the Revolving Loan Agreement dated as of April 5, 2012, as amended (the ”Loan Agreement”), between the Company and HSBC. Amendment No. 11 extended the scheduled maturity of the $65 million secured revolving credit facility under the Loan Agreement to May 31, 2027. The terms of the Loan Agreement otherwise remain unchanged. The Loan Agreement provides for borrowings of up to $65 million at an interest rate of Secured Overnight Financing Rate (“SOFR”) plus a margin of +1.75%; interest is payable monthly. The Company must pay a facility fee, payable quarterly, in an amount equal to one eighth of one percent (.125%) per annum of the average daily unused portion of the revolving credit line. The facility is intended to provide liquidity for operating activities, growth, acquisitions, dividends, share repurchases and other business activities. Under the Loan Agreement, the Company is required to maintain a specific ratio of funded debt to EBITDA, a fixed charge coverage ratio and must have annual net income greater than $0, measured as of the end of each fiscal year. As of June 30, 2026, the Company was in compliance with the covenants under the Loan Agreement as then in effect.
During the first six months of 2026, total debt outstanding under the Company’s revolving credit facility increased by approximately $10.8 million, compared to total debt thereunder at December 31, 2025. As of June 30, 2026, $22,637,000 was outstanding and $42,363,000 was available for borrowing under the Company’s credit facility.
On July 15, 2026, the Company entered into a new $65 million syndicated credit facility with HSBC and City National Bank, a U.S. subsidiary of Royal Bank of Canada. The new facility, which replaces the Company’s prior $65 million credit facility with HSBC that was scheduled to expire on May 31, 2027, is intended to provide liquidity for growth, acquisitions, dividends, and other business activities. The new agreement expires on July 15, 2029. HSBC serves as the administrative agent for the syndicate.
Borrowings bear interest at Term SOFR plus an applicable margin (ranging from 2.00%–2.75%) determined by the Company’s Net Funded Debt to EBITDA ratio. A commitment fee of 0.25% per annum accrues on unused commitments and is paid monthly. The Credit Agreement is secured by a first-priority lien on substantially all assets of the Company.
The new Loan Agreement contains customary affirmative and negative covenants, representations and warranties and other terms which are materially similar to those of the prior credit agreement. These provisions include the following quarterly financial maintenance covenants: (i) maximum Net Funded Debt to EBITDA ratio of 3.75 to 1.00 and (ii) minimum Fixed Charge Coverage Ratio of 1.10 to 1.00. It also contains customary events of default, including payment defaults, covenant breaches, cross-default with material indebtedness, bankruptcy events, and a change of control, upon which payment of outstanding amounts may be accelerated.
On July 15, 2026, the opening balance under the new credit facility was $28.5 million, an amount equal to the payoff amount paid by the Company to HSBC in connection with the termination of the former credit facility.
On January 15, 2026, the Company acquired the assets of SLED Distribution, LLC. (d/b/a "My Medic") a leading supplier of tactical, trauma and emergency response products sold primarily through the direct-to-consumer channel, for approximately $18.5 million. At closing, the Company paid $14.4 million in cash to My Medic. Payment of the $4.1 million balance of the purchase price is subject to certain contingencies as follows: (a) $1,000,000, the payment of which is contingent upon the achievement of certain revenue milestones during the twelve months ended December 31, 2027; and (b) $3.1 million, which is subject to a holdback as a non-exclusive source of recovery primarily to satisfy indemnification claims under the Asset Purchase Agreement, which claims must be made within various time periods depending on the nature
20
of the claim. The $3.1 million holdback and $1.0 million contingent payment are reported in other long term liabilities on the condensed consolidated balance sheet.
On July 15, 2025, the Company purchased a manufacturing and distribution center in Mt. Pleasant, TN for approximately $6.0 million. The property consists of 77,000 square feet of manufacturing and warehouse space on 12 acres and is designed to be expanded by up to an additional 60,000 square feet. The facility will primarily be used to manufacture our Spill Magic line of bodily fluid and spill clean up solutions.
The Company’s manufacturing and distribution facilities in Rocky Mount, NC and Vancouver, WA were financed by a fixed rate mortgage with HSBC at a rate of 3.8%. The Company entered into the agreement on December 1, 2021. Payments of principal and interest are due monthly, with all amounts outstanding due on maturity on December 1, 2031. At June 30, 2026, there was approximately $9.8 million outstanding on the mortgage.
Our operations, supply chains, and financial performance are impacted by evolving global trade policies and tariffs, and geopolitical tensions and wars, including ongoing conflicts and instability in the Middle East and its effects on global energy prices. In particular, our global operations and international sales expose us to risks associated with trade conflicts between the United States and other governments, as well as broader regional instability in the Middle East that can disrupt global shipping routes and energy markets. These factors have resulted in and could continue to result in inflationary costs to produce and sell our products, both domestically and in foreign markets.
The higher tariff expenses incurred by the Company during the first six months of 2026 resulted from the Company selling inventory that had been subject to high tariff rates imposed in 2025. We expect that the impact of tariffs on the Company will gradually lessen over the balance of 2026 as the Company continues to sell inventory subject to lower tariffs set in November 2025 and February 2026. In addition, we have commenced purchasing a total of approximately $10 million of inventory for delivery in the second and third quarters of 2026 to mitigate the potential shortages or price increases as a result of the war in Iran or other regional conflicts.
We have been actively diversifying our supply base for many years and source products and components in a number of countries. A significant portion of the products we sell (and components used in our products) are sourced from suppliers located in China. The United States government has imposed, and may continue to impose or adjust, significant tariffs on a range of Chinese goods. These tariffs have increased our costs of goods sold and could further escalate depending on changes in trade policy, negotiations, or retaliatory measures by China or by other countries similarly impacted. The indirect impact on demand for our products as a result of these developments has become more uncertain. The Company has taken and continues to take steps to mitigate the potential impact on our business and operations through strategic sourcing adjustments, price adjustments and supply chain diversification, but such efforts have not been able to fully mitigate the effects of the imposition of tariffs and related developments. Any further increases of existing tariffs, the imposition of new tariffs, the potential modifications to existing trade agreements, new restrictions on free trade and the responses by other governments to changes in trade policy by the United States may further adversely impact demand for our products, increase our costs, and disrupt our supply chain. These risks, in turn, could have a material adverse effect on our business, results of operations, and financial condition.
The Company believes that cash generated from operating activities, together with funds available under its revolving loan agreement, will, under current conditions, be sufficient to finance the Company’s operations over the next twelve months from the filing of this report.
21
Item 3: Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4: Controls and Procedures
(a) Evaluation of Internal Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness 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) as of June 30, 2026. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective.
(b) Changes in Internal Control over Financial Reporting
During the quarter ended June 30, 2026, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
22
PART II. OTHER INFORMATION
Item 1 — Legal Proceedings
There are no pending material legal proceedings to which the registrant is a party, or, to the actual knowledge of the Company, contemplated by any governmental authority.
Item 1A — Risk Factors
See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 — Defaults upon Senior Securities
None.
Item 4 — Mine Safety Disclosures
Not applicable.
Item 5 — Other Information
Item 6 — Exhibits
Documents filed as part of this report:
|
|
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|
|
Exhibit 31.1 |
|
|
|
|
|
Exhibit 31.2 |
|
|
|
|
|
Exhibit 32.1 |
|
|
|
|
|
Exhibit 32.2 |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document. |
104 |
|
The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101 |
23
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.
ACME UNITED CORPORATION |
|
|
|
|
|
By |
/s/ Walter C. Johnsen |
|
|
Walter C. Johnsen |
|
|
Chairman of the Board and |
|
|
Chief Executive Officer |
|
|
|
|
Dated: August 6, 2026 |
|
|
By |
/s/ Paul G. Driscoll |
|
|
Paul G. Driscoll |
|
|
Vice President and |
|
|
Chief Financial Officer |
|
|
|
|
Dated: August 6, 2026 |
|
|
24
Exhibit 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, WALTER C. JOHNSEN, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Acme United Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
By |
/s/ Walter C. Johnsen |
|
Walter C. Johnsen |
|
Chairman of the Board and |
|
Chief Executive Officer |
Dated: August 6, 2026
Exhibit 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, PAUL G. DRISCOLL, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Acme United Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
By |
/s/ Paul G. Driscoll |
|
Paul G. Driscoll |
|
Vice President and |
|
Chief Financial Officer |
Dated: August 6, 2026
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned officer of Acme United Corporation (the “Company”) hereby certifies to my knowledge that the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed to be a part of the Report or “filed” for any purpose whatsoever.
By |
/s/ Walter C. Johnsen |
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Walter C. Johnsen |
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Chairman of the Board and |
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Chief Executive Officer |
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Dated: August 6, 2026
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Acme United Corporation and will be retained by Acme United Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned officer of Acme United Corporation (the “Company”) hereby certifies to my knowledge that the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed to be a part of the Report or “filed” for any purpose whatsoever.
By |
/s/ Paul G. Driscoll |
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Paul G. Driscoll |
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Vice President and |
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Chief Financial Officer |
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Dated: August 6, 2026
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Acme United Corporation and will be retained by Acme United Corporation and furnished to the Securities and Exchange Commission or its staff upon request.