false--12-31Q10000002098http://fasb.org/us-gaap/2025#SecuredOvernightFinancingRateSofrMemberhttp://acmeunitedcorporation.com/20260331#ChiefOperatingDesicionMakerMember0000002098acu:MortgagePayableHSBCBankNAMember2025-12-310000002098us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310000002098srt:EuropeMemberacu:ProductBMember2026-01-012026-03-310000002098us-gaap:CommonStockMember2026-01-012026-03-310000002098us-gaap:RetainedEarningsMember2025-12-310000002098us-gaap:MortgagesMember2026-03-310000002098us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310000002098acu:MyMedicAssetAcquisitionMember2026-03-310000002098us-gaap:CommonStockMember2024-12-3100000020982026-03-310000002098acu:UnitedStatesSegmentMember2025-01-012025-03-310000002098us-gaap:CommonStockMember2026-03-310000002098acu:IncomeStatementAMember2026-01-012026-03-310000002098srt:MinimumMember2026-03-3100000020982025-12-310000002098acu:EuropeSegmentMember2026-03-310000002098acu:ProductAMembersrt:EuropeMember2026-01-012026-03-310000002098acu:ProductBMember2026-01-012026-03-310000002098us-gaap:RevolvingCreditFacilityMember2026-01-012026-03-310000002098us-gaap:TreasuryStockCommonMember2024-12-310000002098acu:EuropeSegmentMember2025-03-310000002098srt:EuropeMember2026-01-012026-03-310000002098acu:UnitedStatesSegmentMember2025-03-3100000020982025-03-310000002098acu:EuropeSegmentMember2025-01-012025-03-310000002098country:US2026-01-012026-03-310000002098acu:ProductAMembersrt:EuropeMember2025-01-012025-03-310000002098us-gaap:RetainedEarningsMember2024-12-310000002098acu:ProductAMembercountry:CA2026-01-012026-03-310000002098acu:CanadaSegmentMember2025-03-310000002098us-gaap:TreasuryStockCommonMember2026-03-310000002098us-gaap:AdditionalPaidInCapitalMember2026-03-310000002098srt:MaximumMemberus-gaap:RevolvingCreditFacilityMember2026-03-310000002098acu:ProductAMembercountry:CA2025-01-012025-03-310000002098us-gaap:RetainedEarningsMember2026-01-012026-03-310000002098country:USacu:ProductBMember2026-01-012026-03-310000002098us-gaap:MortgagesMember2026-01-012026-03-310000002098us-gaap:TreasuryStockCommonMember2025-03-3100000020982025-09-300000002098acu:MyMedicMember2026-01-150000002098acu:ProductAMembercountry:US2025-01-012025-03-310000002098us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310000002098us-gaap:RevolvingCreditFacilityMember2026-03-310000002098acu:ProductAMember2025-01-012025-03-310000002098acu:CanadaSegmentMember2026-01-012026-03-310000002098acu:EuropeSegmentMember2026-01-012026-03-310000002098acu:ProductBMember2025-01-012025-03-310000002098us-gaap:AdditionalPaidInCapitalMember2024-12-310000002098us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310000002098country:USacu:ProductBMember2025-01-012025-03-310000002098acu:MyMedicMember2026-01-012026-03-310000002098us-gaap:TreasuryStockCommonMember2025-12-310000002098us-gaap:AdditionalPaidInCapitalMember2025-12-310000002098acu:CanadaSegmentMember2025-01-012025-03-310000002098us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310000002098acu:ProductAMember2026-01-012026-03-310000002098acu:IncomeStatementMember2026-01-012026-03-310000002098acu:CanadaSegmentMember2026-03-310000002098us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310000002098acu:ProductAMembercountry:US2026-01-012026-03-310000002098us-gaap:AdditionalPaidInCapitalMember2025-03-3100000020982026-01-012026-03-310000002098srt:EuropeMember2025-01-012025-03-310000002098srt:EuropeMemberacu:ProductBMember2025-01-012025-03-3100000020982025-01-012025-03-310000002098country:CA2026-01-012026-03-310000002098acu:MyMedicMember2026-01-152026-01-150000002098us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310000002098country:CAacu:ProductBMember2025-01-012025-03-310000002098country:US2025-01-012025-03-310000002098us-gaap:CommonStockMember2025-03-310000002098country:CA2025-01-012025-03-310000002098acu:MortgagePayableHSBCBankNAMember2026-03-310000002098acu:UnitedStatesSegmentMember2026-01-012026-03-310000002098us-gaap:RetainedEarningsMember2025-01-012025-03-3100000020982026-04-300000002098us-gaap:RetainedEarningsMember2026-03-310000002098us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310000002098us-gaap:CommonStockMember2025-12-310000002098country:CAacu:ProductBMember2026-01-012026-03-310000002098acu:UnitedStatesSegmentMember2026-03-310000002098srt:MaximumMember2026-03-3100000020982024-12-310000002098us-gaap:RetainedEarningsMember2025-03-310000002098acu:MyMedicMemberacu:RevenueMilestoneMember2026-01-15acu:Segmentxbrli:purexbrli:sharesiso4217:USDxbrli:sharesiso4217:USD

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2026

or

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: 01-07698

ACME UNITED CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Connecticut

 

06-0236700

State or Other Jurisdiction of

 

I.R.S. Employer Identification No.

Incorporation or Organization

 

 

 

 

 

1 Waterview Drive, Shelton, Connecticut

 

06484

Address of Principal Executive Offices

 

Zip Code

 

Registrant's telephone number, including area code: (203) 254-6060

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

 

Title of each class

Trading Symbol

Name of each exchange on which registered

$2.50 par value Common Stock

ACU

NYSE American

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. Yes No

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). Yes No

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

 

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(s) 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 3,810,359 shares of its $2.50 par value Common Stock outstanding as of April 30, 2026.

 


ACME UNITED CORPORATION

INDEX

 

Page

Number

 

Part I — FINANCIAL INFORMATION:

3

Item 1:

Financial Statements (Unaudited)

3

Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025

3

Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025

5

Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025

6

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025

7

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025

8

Notes to Condensed Consolidated Financial Statements

9

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Item 3:

Quantitative and Qualitative Disclosures about Market Risk

20

Item 4:

Controls and Procedures

20

 

Part II — OTHER INFORMATION:

21

Item 1:

Legal Proceedings

21

Item 1A:

Risk Factors

21

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

21

Item 3:

Defaults Upon Senior Securities

21

Item 4:

Mine Safety Disclosures

21

Item 5:

Other Information

21

Item 6:

Exhibits

21

Signatures

22

 

2


Part I - FINANCIAL INFORMATION

 

Item 1: Financial Statements

 

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(all amounts in thousands)

 

 

 

March 31,

 

 

December 31,

 

 

 

2026

 

 

2025

 

 

 

(unaudited)

 

 

(Note 1)

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,196

 

 

$

3,596

 

Accounts receivable, less allowance for credit losses of $527 in 2026 and $494 in 2025

 

 

33,511

 

 

 

29,098

 

Inventories

 

 

63,386

 

 

 

59,852

 

Prepaid expenses and other current assets

 

 

4,518

 

 

 

3,649

 

Total current assets

 

 

105,611

 

 

 

96,195

 

Property, plant and equipment:

 

 

 

 

 

 

Land

 

 

3,487

 

 

 

3,487

 

Buildings

 

 

24,051

 

 

 

24,051

 

Machinery and equipment

 

 

45,339

 

 

 

43,462

 

 

 

72,877

 

 

 

71,000

 

Less: accumulated depreciation

 

 

33,582

 

 

 

32,459

 

   Net property, plant and equipment

 

 

39,295

 

 

 

38,541

 

 

 

 

 

 

 

Operating lease right-of-use asset, net

 

 

6,408

 

 

 

6,881

 

Goodwill

 

 

9,908

 

 

 

9,908

 

Intangible assets, less accumulated amortization

 

 

34,021

 

 

 

19,473

 

Total assets

 

$

195,243

 

 

$

170,998

 

 

 

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)

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2026

 

 

2025

 

 

 

(unaudited)

 

 

(Note 1)

 

LIABILITIES

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

7,654

 

 

$

8,065

 

Operating lease liability - current portion

 

 

1,373

 

 

 

1,446

 

Current portion of mortgage payable

 

 

458

 

 

 

454

 

Other current liabilities

 

 

13,619

 

 

 

12,906

 

Total current liabilities

 

 

23,104

 

 

 

22,871

 

Non-current liabilities:

 

 

 

 

 

 

Long-term debt

 

 

33,030

 

 

 

11,853

 

Mortgage payable, net of current portion

 

 

9,362

 

 

 

9,432

 

Operating lease liability - non-current portion

 

 

5,176

 

 

 

5,532

 

Deferred income taxes

 

 

3,685

 

 

 

3,685

 

Other non-current liabilities

 

 

4,159

 

 

 

14

 

Total liabilities

 

 

78,516

 

 

 

53,387

 

 

 

 

 

 

 

Commitments and contingencies (see note 2)

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Common stock, par value $2.50:

 

 

 

 

 

 

authorized 8,000,000 shares;

 

 

 

 

 

 

5,355,231 shares issued and 3,810,359 shares outstanding in 2026 and

 

 

 

 

 

 

5,351,596 shares issued and 3,806,724 shares outstanding in 2025

 

 

13,388

 

 

 

13,379

 

Additional paid-in capital

 

 

18,451

 

 

 

19,506

 

Retained earnings

 

 

102,668

 

 

 

102,293

 

Treasury stock, at cost - 1,544,872 shares in 2026 and 2025

 

 

(15,996

)

 

 

(15,996

)

Accumulated other comprehensive loss:

 

 

 

 

 

 

Translation adjustment

 

 

(1,784

)

 

 

(1,571

)

Total stockholders’ equity

 

 

116,727

 

 

 

117,611

 

Total liabilities and stockholders’ equity

 

$

195,243

 

 

$

170,998

 

 

 

 

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)

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

 

2026

 

 

2025

 

 

Net sales

 

$

52,301

 

 

$

45,958

 

 

Cost of goods sold

 

 

31,516

 

 

 

28,041

 

 

 

 

 

 

 

 

 

Gross profit

 

 

20,785

 

 

 

17,917

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

19,039

 

 

 

15,491

 

 

Operating income

 

 

1,746

 

 

 

2,426

 

 

 

 

 

 

 

 

 

Non-operating items:

 

 

 

 

 

 

 

Interest expense, net

 

 

486

 

 

 

397

 

 

Other expense (income) , net

 

 

16

 

 

 

(90

)

 

Income before income tax expense

 

 

1,244

 

 

 

2,119

 

 

Income tax expense

 

 

259

 

 

 

466

 

 

Net income

 

$

985

 

 

$

1,653

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.26

 

 

$

0.44

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.24

 

 

$

0.41

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding-denominator used for basic per share computations

 

 

3,808

 

 

 

3,754

 

 

Weighted average number of dilutive stock options outstanding

 

 

348

 

 

 

311

 

 

Denominator used for diluted per share computations

 

 

4,156

 

 

 

4,065

 

 

 

 

 

 

 

 

 

Dividends declared per share

 

$

0.16

 

 

$

0.15

 

 

 

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements.

5


ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(all amounts in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

Net income

 

$

985

 

 

$

1,653

 

Other comprehensive (loss) income:

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(213

)

 

 

261

 

Comprehensive income

 

$

772

 

 

$

1,914

 

 

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 March 31, 2025

 

 

 

Outstanding Shares of Common Stock

 

 

Common Stock

 

 

Treasury
 Stock

 

 

Additional Paid-In Capital

 

 

Accumulated
 Other Comprehensive Loss

 

 

Retained Earnings

 

 

Total

 

December 31, 2024

 

 

3,754,498

 

 

$

13,248

 

 

$

(15,996

)

 

$

17,981

 

 

$

(2,751

)

 

$

94,498

 

 

$

106,980

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,653

 

 

 

1,653

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

261

 

 

 

 

 

 

261

 

Stock compensation expense

 

 

 

 

 

 

 

 

 

 

 

413

 

 

 

 

 

 

 

 

 

413

 

Distributions to stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(563

)

 

 

(563

)

Cash settlement of stock options

 

 

 

 

 

 

 

 

 

 

 

(463

)

 

 

 

 

 

 

 

 

(463

)

March 31, 2025

 

 

3,754,498

 

 

 

13,248

 

 

$

(15,996

)

 

 

17,931

 

 

 

(2,490

)

 

 

95,588

 

 

 

108,281

 

 

 

For the three months ended March 31, 2026

 

 

 

Outstanding Shares of Common Stock

 

 

Common Stock

 

 

Treasury
 Stock

 

 

Additional Paid-In Capital

 

 

Accumulated
 Other Comprehensive Loss

 

 

Retained Earnings

 

 

Total

 

December 31, 2025

 

 

3,806,724

 

 

$

13,379

 

 

$

(15,996

)

 

$

19,506

 

 

$

(1,571

)

 

$

102,293

 

 

$

117,611

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

985

 

 

 

985

 

Other comprehensive (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(213

)

 

 

 

 

 

(213

)

Stock compensation expense

 

 

 

 

 

 

 

 

 

 

 

319

 

 

 

 

 

 

 

 

 

319

 

Distributions to stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(610

)

 

 

(610

)

Issuance of common stock

 

 

2,876

 

 

 

7

 

 

 

 

 

 

90

 

 

 

 

 

 

 

 

 

97

 

Cash settlement of stock options

 

 

 

 

 

 

 

 

 

 

 

(1,462

)

 

 

 

 

 

 

 

 

(1,462

)

Net share settlement of stock options

 

 

759

 

 

 

2

 

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

(0

)

March 31, 2026

 

 

3,810,359

 

 

 

13,388

 

 

$

(15,996

)

 

 

18,451

 

 

 

(1,784

)

 

 

102,668

 

 

 

116,727

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements.

7


ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(all amounts in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

985

 

 

$

1,653

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation

 

 

1,156

 

 

 

863

 

Amortization of intangible assets

 

 

815

 

 

 

638

 

Non-cash lease adjustment

 

 

46

 

 

 

(2

)

Stock compensation expense

 

 

319

 

 

 

413

 

Provision for credit losses

 

 

30

 

 

 

8

 

Provision for excess and obsolete inventory

 

 

-

 

 

 

140

 

Amortization of deferred financing costs

 

 

30

 

 

 

10

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(4,166

)

 

 

(2,468

)

Inventories

 

 

(1,068

)

 

 

(941

)

Prepaid expenses and other assets

 

 

(638

)

 

 

(725

)

Accounts payable

 

 

(794

)

 

 

(1,798

)

Other accrued liabilities

 

 

1,052

 

 

 

(1,128

)

Total adjustments

 

 

(3,218

)

 

 

(4,990

)

Net cash used in operating activities

 

 

(2,233

)

 

 

(3,337

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

(1,889

)

 

 

(1,353

)

Acquisition of My Medic

 

 

(14,412

)

 

 

-

 

Net cash used in investing activities

 

 

(16,301

)

 

 

(1,353

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Net borrowings of long-term debt

 

 

21,159

 

 

 

2,816

 

Cash settlement of stock options

 

 

(1,462

)

 

 

(463

)

Repayments on mortgage

 

 

(77

)

 

 

(99

)

Proceeds from issuance of common stock

 

 

97

 

 

 

-

 

Distributions to shareholders

 

 

(610

)

 

 

(563

)

Net cash provided by financing activities

 

 

19,107

 

 

 

1,691

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

27

 

 

 

46

 

Net change in cash and cash equivalents

 

 

600

 

 

 

(2,953

)

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

 

3,596

 

 

 

6,399

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

4,196

 

 

$

3,446

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid for income taxes

 

$

80

 

 

$

85

 

Cash paid for interest

 

$

380

 

 

$

368

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements.

 

8


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 March 31, 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 evaluating the potential impact of adopting this ASU on our consolidated financial statements and related disclosures.

 

2. Commitment 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.

9


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.

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 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 March 31, 2026

 

 

 

United States

 

 

Canada

 

 

Europe

 

 

Total

 

First Aid and Medical

 

$

33,581

 

 

$

2,999

 

 

$

492

 

 

$

37,072

 

Cutting and Sharpening

 

 

10,187

 

 

 

701

 

 

 

4,341

 

 

 

15,229

 

Total Net Sales

 

$

43,768

 

 

$

3,700

 

 

$

4,833

 

 

$

52,301

 

 

For the three months ended March 31, 2025

 

 

 

United States

 

 

Canada

 

 

Europe

 

 

Total

 

First Aid and Medical

 

$

28,164

 

 

$

2,514

 

 

$

325

 

 

$

31,003

 

Cutting and Sharpening

 

 

10,958

 

 

 

671

 

 

 

3,326

 

 

 

14,955

 

Total Net Sales

 

$

39,122

 

 

$

3,185

 

 

$

3,651

 

 

$

45,958

 

 

 

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 $65 million dollar 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 March 31, 2026, the Company was in compliance with the covenants under the Loan Agreement as then in effect.

As of March 31, 2026 and December 31, 2025, the Company had outstanding borrowings under the Loan Agreement of $33,034,000 and $11,863,000, excluding deferred financing costs of $4,000 and $10,299, respectively.

10


The Company’s manufacturing and distribution facilities in Rocky Mount, NC and Vancouver, WA were financed by a mortgage with HSBC at a fixed interest rate of 3.8%. The Company entered into the agreement on December 1, 2021. Commencing on January 1, 2022, payments of principal and interest are due monthly, with all amounts outstanding due on maturity on December 1, 2031. As of March 31, 2026 and December 31, 2025, long-term debt related to the mortgage consisted of the following (amounts in ‘000’s):

 

March 31, 2026

 

December 31, 2025

 

 

 

 

 

 

Mortgage payable - HSBC Bank N.A.

$

9,906

 

$

9,976

 

Less debt issuance costs

 

(86

)

 

(90

)

 

9,820

 

 

9,886

 

Less current maturities

 

458

 

 

454

 

Long-term mortgage payable less current maturities

$

9,362

 

$

9,432

 

 

 

 

 

 

During the three months ended March 31, 2026, the Company issued a total of 2,876 shares of common stock and received aggregate proceeds of $97,000 upon exercise of employee stock options. During the three months ended March 31, 2026, the Company paid approximately $1,462,000 to optionees who had elected (subject to the approval of the Company) a net cash settlement of certain of their respective options. In addition, during the three months ended March 31, 2026, the Company issued a total of 759 shares of common stock to optionees who had elected (subject to the approval of the Company) a net share settlement of certain of their respective options.

5. Segment Information

 

The Company aligns its businesses into three reportable business segments based on geographical location. This segment structure reflects (i) the manner in which the Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, regularly assesses information for decision-making purposes, including the allocation of resources, and (ii) how the Company operates its businesses, assesses performance, and communicates results and strategy, among other items, to the Board and its stockholders.

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.

11


The following tables sets forth certain financial data by segment for the three months ended March 31, 2026 and 2025:

 

For the three months ended March 31, 2026

 

 

 

 

 

 

 

 

 

 

 

 

(amounts in 000's)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

 

Canada

 

 

Europe

 

 

Total

 

Net Sales

 

$

43,768

 

 

$

3,700

 

 

$

4,833

 

 

$

52,301

 

Less: Segment cost of sales

 

 

26,659

 

 

 

2,135

 

 

 

2,722

 

 

 

31,516

 

Less: Segment selling, general, and administrative expenses

 

 

16,070

 

 

 

1,318

 

 

 

1,651

 

 

 

19,039

 

Segment operating income

 

$

1,039

 

 

$

247

 

 

$

460

 

 

$

1,746

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

 

(486

)

Other expense, net

 

 

 

 

 

 

 

 

 

 

 

(16

)

Income before income taxes

 

 

 

 

 

 

 

 

 

 

$

1,244

 

Assets

 

 

171,504

 

 

 

10,766

 

 

 

12,973

 

 

 

195,243

 

Additions to property, plant and equipment

 

 

1,824

 

 

 

4

 

 

 

61

 

 

 

1,889

 

Depreciation and amortization

 

 

1,882

 

 

 

27

 

 

 

62

 

 

 

1,971

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

(amounts in 000's)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

 

Canada

 

 

Europe

 

 

Total

 

Net Sales

 

$

39,122

 

 

$

3,185

 

 

$

3,651

 

 

$

45,958

 

Less: Segment cost of sales

 

 

23,700

 

 

 

1,985

 

 

 

2,356

 

 

 

28,041

 

Less: Segment selling, general, and administrative expenses

 

 

13,063

 

 

 

1,159

 

 

 

1,269

 

 

 

15,491

 

Segment operating income

 

$

2,359

 

 

$

41

 

 

$

26

 

 

$

2,426

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

 

(397

)

Other income, net

 

 

 

 

 

 

 

 

 

 

 

90

 

Income before income taxes

 

 

 

 

 

 

 

 

 

 

$

2,119

 

Assets

 

 

143,808

 

 

 

9,713

 

 

 

9,518

 

 

 

163,039

 

Additions to property, plant and equipment

 

 

1,334

 

 

 

18

 

 

 

1

 

 

 

1,353

 

Depreciation and amortization

 

 

1,444

 

 

 

44

 

 

 

12

 

 

 

1,501

 

 

 

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 $319,000 for the three months ended March 31, 2026, compared to approximately $413,000 for the three months ended March 31, 2025.

As of March 31, 2026, there was a total of $3,328,608 of unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested share-based payments granted to the Company’s employees. As of that date, the remaining unamortized expense was expected to be recognized over a weighted average period of approximately three years.

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.

12


Operating lease cost was $0.5 million for the three months ended March 31, 2026, of which $0.2 million was included in cost of goods sold and $0.3 million was included in selling, general and administrative expenses.

Information related to leases (in thousands):

 

 

 

Three Months Ended

 

 

Three Months Ended

 

Operating cash flow information:

 

March 31, 2026

 

 

March 31, 2025

 

Operating lease cost

 

$

513

 

 

$

461

 

Operating lease - cash flow

 

$

468

 

 

$

464

 

 

 

 

 

 

 

 

 

 

 

March 31, 2026

 

 

March 31, 2025

 

Weighted-average remaining lease term

 

6.0 years

 

 

4.0 years

 

Weighted-average discount rate

 

 

7

%

 

 

7

%

 

Future minimum lease payments under non-cancelable leases as of March 31, 2026:

 

2026 (remaining)

 

 

1,357

 

2027

 

 

1,668

 

2028

 

 

1,697

 

2029

 

 

993

 

2030

 

 

639

 

       Thereafter

 

 

1,438

 

Total future minimum lease payments

 

$

7,792

 

Less: imputed interest

 

 

(1,243

)

Present value of lease liabilities - current

 

 

1,373

 

Present value of lease liabilities - non-current

 

$

5,176

 

 

9. Other Accrued Liabilities

 

Other current and non-current accrued liabilities consisted of (in thousands):

 

 

 

March 31,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Customer rebates

 

$

7,543

 

 

$

6,863

 

Holdback Liability - My Medic asset acquisition

 

 

3,143

 

 

 

 

Accrued compensation

 

 

2,487

 

 

 

2,950

 

Contingent liability - My Medic asset acquisition

 

 

1,000

 

 

 

 

Dividend payable

 

 

610

 

 

 

609

 

Other

 

 

2,995

 

 

 

2,498

 

Total:

 

$

17,778

 

 

$

12,920

 

 

 

 

 

 

 

 

 

10. Intangible Assets and Goodwill

The Company’s intangible assets and goodwill consisted of (in thousands):

13


 

 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Tradename

 

$

12,909

 

 

$

12,909

 

Customer list

 

 

21,114

 

 

 

21,114

 

Non-compete

 

 

1,667

 

 

 

1,667

 

Patents

 

 

2,272

 

 

 

2,272

 

My Medic intangible assets

 

 

15,409

 

 

 

-

 

Subtotal

 

 

53,371

 

 

 

37,962

 

Less: Accumulated amortization

 

 

19,281

 

 

 

18,465

 

Translation adjustments

 

 

(69

)

 

 

(24

)

Intangible assets

 

$

34,021

 

 

$

19,473

 

Goodwill

 

$

9,908

 

 

$

9,908

 

Total:

 

$

43,929

 

 

$

29,381

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The useful lives of the identifiable intangible assets range from 5 years to 15 years.

 

11. Inventories

Inventories consisted of (in thousands):

 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

2026

 

 

2025

 

Finished goods

 

$

49,937

 

 

$

44,751

 

Work in process

 

 

395

 

 

 

305

 

Materials and supplies

 

 

13,054

 

 

 

14,796

 

 

 

$

63,386

 

 

$

59,852

 

 

Inventories are stated at the lower of cost or net realizable value, determined by the first-in, first-out method.

 

12. Business Combination

 

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, primarily in the direct-to-consumer channel, pursuant to an Asset Purchase agreement of the same date.

 

The purchase price of the acquisition was $18.6 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 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.

 

The preliminary purchase price was allocated to assets acquired as follows (in thousands):

 

Assets:

 

 

 

Accounts Receivable

 

$

238

 

Inventory

 

 

2,662

 

Prepaid Expense

 

 

223

 

Property, Plant & Equipment

 

 

21

 

Intangibles

 

 

15,409

 

Total assets

 

$

18,553

 

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

.

14


 

The results of My Medic have been included in the Company’s condensed consolidated financial statements since the acquisition date. For the three months ended March 31, 2026, My Medic contributed revenue of $3.4 million.

 

15


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) potential adverse effects on the Company, its customers, and suppliers resulting from the wars in Iran and elsewhere in the Middle East and Ukraine; (v) the continuing adverse impact of inflation, including product costs, transportation costs and interest rates; (vi) additional disruptions in the Company’s supply chains, whether caused by pandemics, natural disasters, including trucker shortages, port closures, port strikes or otherwise; (vii) labor related costs the Company has and may continue to incur, including costs of acquiring and training new employees and rising wages and benefits; (viii) changes in client needs and consumer spending habits; (ix) currency fluctuations; (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 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 March 31, 2026 were $52,301,000 compared to $45,958,000 in the same period in 2025, an increase of 14%. Excluding the incremental sales resulting from the acquisition of the assets of My Medic on January 15, 2026, comparable sales increased 6%.

Net sales in the U.S. for the three months ended March 31, 2026 increased 12% compared to the same period in 2025. The increase in net sales for the three months ended March 31, 2026 was primarily due to increased sales of first aid and medical products and additional sales resulting from the acquisition of the assets of My Medic.

Net sales in Canada for the three months ended March 31, 2026 increased 16% in U.S. dollars and 11% in local currency compared to the same period in 2025 due to higher sales of first aid products.

16


European net sales for the three months ended March 31, 2026 increased 32% in U.S. dollars and 19% in local currency compared to the same period in 2025 primarily due to higher ecommerce sales and additional sales resulting from the acquisition of the cutting and sharpening line of products on October 1, 2025.

 

Gross profit

 

Gross profit for the three months ended March 31, 2026 was $20,785,000 (39.7% of net sales) compared to $17,917,000 (39.0% of net sales) in the same period in 2025.

 

Selling, general and administrative expenses

Selling, general and administrative ("SG&A") expenses for the three months ended March 31, 2026 were $19,039,000 (36.4% of net sales) compared with $15,491,000 (33.7% of net sales) in the same period in 2025, an increase of $3,548,000. The increase in SG&A expenses was primarily due to the acquisition of the assets of My Medic as well as higher personnel related expenses.

 

Operating income

 

Operating income for the three months ended March 31, 2026 was $1,746,000 compared with $2,426,000 in the same period of 2025.

 

Operating income in the U.S. segment decreased by $1,320,000 for the three months ended March 31, 2026 compared to the same period in 2025. The decrease in operating income for the three months ended March 31, 2026 was primarily due to higher cost of sales and increased operating expenses as a result of higher tariff-related costs and investments in enhanced quality assurance protocols at the Med-Nap facility, together with rising employee healthcare expenses. Tariff expenses were recognized during the first quarter as the Company sold inventory that had been subject to the high tariff rates imposed in 2025.

 

Operating income in the Canadian segment increased by $206,000 for the three months ended March 31, 2026, compared to the same period in 2025. The increase in operating income for the three months ended March 31, 2026 was primarily due to higher sales of first aid products.

 

Operating income in the European segment increased by $434,000 for the three months ended March 31, 2026, compared to the same period in 2025. The increase in operating income for the three months ended March 31, 2026 was primarily due to higher sales.

 

Interest expense, net

 

Interest expense, net for the three months ended March 31, 2026 was $486,000 compared with $397,000 in the same period of 2025, an $89,000 increase. The increase in interest expense for the three months ended March 31, 2026 resulted from higher average outstanding borrowings partially offset by lower average interest rates on the debt outstanding.

Other income (expense), net

 

Other expense, net was $16,000 in the three months ended March 31, 2026 compared to other income of $90,000 in the same period of 2025.

 

Income taxes

The effective income tax rate for the three months ended March 31, 2026 was 21% compared to 22% in the same period of 2025.

 

Financial Condition

Liquidity and Capital Resources

 

During the first three months of 2026, working capital increased approximately $9.2 million. Inventory turnover, calculated using a twelve-month average inventory balance, was 2.0 at March 31, 2026 and December 31, 2025. Receivables increased approximately $4.4 million at March 31, 2026 compared to December 31, 2025. The average number of days sales outstanding in accounts receivable was 51 days at March 31, 2026 compared to 54 days at December 31, 2025. Accounts payable and other current liabilities increased by approximately $0.3 million at March 31, 2026 compared to December 31, 2025.

17


The Company's working capital, current ratio and long-term debt to equity ratio are as follows (dollar amounts in thousands):

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Working capital

 

$

82,507

 

 

$

73,324

 

Current ratio

 

 

4.57

 

 

 

4.21

 

Long term debt to equity ratio

 

 

36.3

%

 

 

18.1

%

 

Long-term debt consists of (i) borrowings under the Company’s revolving loan agreement with HSBC Bank, N.A. 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 Loan Agreement. Amendment No. 11 extends the scheduled maturity of the $65 million dollar secured revolving credit facility under the Loan Agreement to May 31, 2027. The Loan Agreement provides for borrowings of up to $65 million, at an interest rate of SOFR plus 1.75%; interest is payable monthly. The Loan Agreement has an expiration date of May 31, 2027. 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 revolving loan agreement, the Company is required to maintain specific amounts 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 March 31, 2026, the Company was in compliance with the covenants under the revolving loan agreement as then in effect.

During the first three months of 2026, total debt outstanding under the Company’s revolving credit facility increased by approximately $21.2 million, compared to total debt thereunder at December 31, 2025. As of March 31, 2026, $33,034,000 was outstanding and $31,966,000 was available for borrowing under the Company’s 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 $18.7 million,

 

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 is used primarily 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 Bank, N.A. at a rate of 3.8%. The Company entered into the mortgage loan 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 March 31, 2026, there was approximately $9.9 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. 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 during the first quarter 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 begins 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.

 

18


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.

19


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 March 31, 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 March 31, 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.

 

 

 

 

 

20


PART II. OTHER INFORMATION

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

None.

Item 6 — Exhibits

Documents filed as part of this report:

 

 

 

 

 

 

 

Exhibit 31.1

 

Certification of Walter C. Johnsen pursuant to 18 U.S.C. Section 1350, as adopted pursuant Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

Exhibit 31.2

 

Certification of Paul G. Driscoll pursuant to 18 U.S.C. Section 1350, as adopted pursuant Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

Exhibit 32.1

 

Certification of Walter C. Johnsen pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

Exhibit 32.2

 

Certification of Paul G. Driscoll pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

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

 

21


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: May 6, 2026

 

 

By

/s/ Paul G. Driscoll

 

 

Paul G. Driscoll

 

 

Vice President and

 

 

Chief Financial Officer

 

 

 

 

Dated: May 6, 2026

 

 

22