0000712034falseACCO BRANDS Corp00007120342023-08-042023-08-04

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2023

ACCO BRANDS CORPORATION

(Exact name of registrant as specified in its charter)

____________________________

Delaware

001-08454

36-2704017

(State or other jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

Four Corporate Drive

Lake Zurich, Illinois 60047

(Address of Registrant’s Principal Executive Office, Including Zip Code)

 

Registrant's telephone number, including area code: (847) 541-9500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

 

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

ACCO

NYSE

 

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

Emerging growth company

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. ☐

 


 

Section 2 - Financial Information

 

Item 2.02. Results of Operations and Financial Condition

 

On August 8, 2023, ACCO Brands Corporation (the "Company") announced its results for the period ended June 30, 2023. Attached as Exhibit 99.1 is a copy of the press release relating to the Company's results, which is incorporated herein by reference.

 

The information included or incorporated by reference in this Current Report on Form 8-K under this Item 2.02 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Section 5 - Corporate Governance and Management

 

Item 5.02 - Departure of Directors ore Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 4, 2023, Boris Elisman, Chairman and Chief Executive Officer, notified the Board of Directors (the "Board") of ACCO Brands Corporation (the “Company”) of his intention to resign as Chief Executive Officer (“CEO”) of the Company effective October 1, 2023, and his intention not to stand for re-election to the Board at the Company’s 2024 Annual Meeting of Stockholders. To ensure a smooth transition, Mr. Elisman will continue with the Company as Executive Chairman of the Board until his retirement in the first half of 2024. Mr. Elisman’s intention to retire does not reflect any dispute or disagreement with the Company.

 

On August 4, 2023, the Board appointed Thomas W. Tedford to succeed Boris Elisman as CEO effective October 1, 2023. As CEO, Mr. Tedford will report directly to the Board of Directors. The Board also appointed Mr. Tedford to the Company’s Board of Directors effective when he becomes CEO on October 1, 2023.

 

Mr. Tedford, age 52, joined the Company in 2010 as Chief Marketing and Product Development Officer. He has been President and Chief Operating Officer of the Company since September 2021. From February 2018 until he was appointed to his current position, Mr. Tedford was Executive Vice President and President, ACCO Brands, North America. Previously Mr. Tedford served as Executive Vice President and President, ACCO Brands U.S. Office and Consumer Products and Executive Vice President and President, ACCO Brands Americas. Mr. Tedford does not have any family relationships with any of the Company’s directors or executive officers and is not a party to any transaction listed in Item 404(a) of Regulation S-K.

 

A copy of the press release announcing the details of the CEO transition plan noted above is attached as Exhibit 99.2 and incorporated herein by reference.

 

Section 9 - Financial Statements and Exhibits

 

Item 9.01 - Financial Statements and Exhibits

 

(d) Exhibits

 

99.1

 

Press release of the Company announcing results for the period ended June 30, 2023.

 

 

 

99.2

 

Press release of the Company announcing the CEO transition plan dated August 8, 2023.

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 


 

Forward-Looking Statements

 

Statements contained herein, other than statements of historical fact, particularly those anticipating future financial performance, business prospects, growth, strategies, business operations and similar matters, results of operations, liquidity and financial condition, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management based on information available to us at the time such statements are made. These statements, which are generally identifiable by the use of the words “will,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “forecast,” “project,” “plan,” and similar expressions, are subject to certain risks and uncertainties, are made as of the date hereof, and we undertake no duty or obligation to update them. Because actual results may differ materially from those suggested or implied by such forward-looking statements, you should not place undue reliance on them when deciding whether to buy, sell or hold the Company’s securities.

 

Our outlook is based on certain assumptions, which we believe to be reasonable under the circumstances. These include, without limitation, assumptions regarding the impact of the war in Ukraine; the impact of inflation and global economic uncertainties, fluctuations in foreign currency exchange rates and acquisitions; and the other factors described below.

 

Among the factors that could cause our actual results to differ materially from our forward-looking statements are: our ability to successfully execute our restructuring plans and realize the benefits of our productivity initiatives; our ability to obtain additional price increases and realize longer-term cost reductions; the ongoing impact of the COVID-19 pandemic; a relatively limited number of large customers account for a significant percentage of our sales; issues that influence customer and consumer discretionary spending during periods of economic uncertainty or weakness; risks associated with foreign currency exchange rate fluctuations; challenges related to the highly competitive business environment in which we operate; our ability to develop and market innovative products that meet consumer demands and to expand into new and adjacent product categories that are experiencing higher growth rates; our ability to successfully expand our business in emerging markets and the exposure to greater financial, operational, regulatory, compliance and other risks in such markets; the continued decline in the use of certain of our products; risks associated with seasonality; the sufficiency of investment returns on pension assets, risks related to actuarial assumptions, changes in government regulations and changes in the unfunded liabilities of a multi-employer pension plan; any impairment of our intangible assets; our ability to secure, protect and maintain our intellectual property rights, and our ability to license rights from major gaming console makers and video game publishers to support our gaming accessories business; continued disruptions in the global supply chain; risks associated with inflation and other changes in the cost or availability of raw materials, transportation, labor, and other necessary supplies and services and the cost of finished goods; risks associated with outsourcing production of certain of our products, information technology systems and other administrative functions; the failure, inadequacy or interruption of our information technology systems or its supporting infrastructure; risks associated with a cybersecurity incident or information security breach, including that related to a disclosure of personally identifiable information; our ability to grow profitably through acquisitions; our ability to successfully integrate acquisitions and achieve the financial and other results anticipated at the time of acquisition, including planned synergies; risks associated with our indebtedness, including limitations imposed by restrictive covenants, our debt service obligations, and our ability to comply with financial ratios and tests; a change in or discontinuance of our stock repurchase program or the payment of dividends; product liability claims, recalls or regulatory actions; the impact of litigation or other legal proceedings; our failure to comply with applicable laws, rules and regulations and self-regulatory requirements, the costs of compliance and the impact of changes in such laws; our ability to attract and

 


 

retain qualified personnel; the volatility of our stock price; risks associated with circumstances outside our control, including those caused by public health crises, such as the occurrence of contagious diseases, severe weather events, war, terrorism and other geopolitical incidents; and other risks and uncertainties described in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, and in other reports we file with the Securities and Exchange Commission.

 


 

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 hereunto duly authorized.

 

 

 

 

 

 

 

ACCO Brands Corporation

(Registrant)

Date:

August 8, 2023

By:

/s/ Deborah A. O'Connor

 

 

 

Name: Deborah A. O'Connor

 

 

 

Title: Executive Vice President

 

 

 

and Chief Financial Officer

 

 


 

Exhibit 99.1

 

img36116631_0.jpg News Release

 

 

 

ACCO BRANDS REPORTS SECOND QUARTER 2023 RESULTS; MAINTAINS FULL YEAR ADJUSTED EPS AND RAISES FREE CASH FLOW GUIDANCE

 

Reported net sales of $494 million, with gross margin expanding 450 basis points
Operating income of $55 million, flat to prior year; adjusted operating income of $66 million grew 14% year over year
EPS of $0.27; adjusted EPS of $0.38, above Company's outlook
Net operating cash outflow improved $59 million year to date driven by improved working capital management
Maintains full year 2023 adjusted EPS outlook of $1.08 to $1.12
Raises full year 2023 free cash flow outlook to at least $110 million
Lowered end of year consolidated leverage ratio outlook

 

LAKE ZURICH, ILLINOIS, August 8, 2023 - ACCO Brands Corporation (NYSE: ACCO) today announced its second quarter and first six-month results for the period ended June 30, 2023.

 

"Our top priority entering 2023 was to restore our margin profile, and I'm pleased to report that we have made great progress on that front in the first half. Second quarter and year-to-date gross margin expanded 450 and 360 basis points, respectively, due to greater traction from our pricing, productivity and restructuring initiatives. This has yielded much better than expected adjusted EPS. The higher operating profits experienced through the first six months give us confidence in our full year 2023 outlook for adjusted EPS and free cash flow. While we are pleased with the strong start of the year, we are more cautious on the second half demand environment. With improved working capital management, we are well positioned to end the year with a lower leverage ratio than previously expected. We remain committed to supporting our quarterly dividend and reducing debt with our strong cash flow" said Boris Elisman, Chairman and Chief Executive Officer of ACCO Brands.

 

"Our results reflect the resilience of our brands and the transformative actions undertaken to expand our product categories, broaden our geographic reach, bring innovative new consumer-centric

1

 


 

products to market and streamline our cost structure. We remain confident that our strategy has us positioned to deliver sustainable organic growth as global economies improve," concluded Mr. Elisman.

 

Second Quarter Results

 

Net sales declined 5.3 percent to $493.6 million from $521.0 million in 2022. Adverse foreign exchange reduced sales by $0.8 million, or 0.2 percent. Comparable sales fell 5.1 percent. Both reported and comparable sales declines were due to reduced volume, reflecting a more challenging macroeconomic environment, especially in our EMEA segment, and weaker global sales of computer accessories.

 

Operating income was $55.2 million versus $55.4 million in 2022. In 2022, operating income benefitted from income related to a change in the value of the PowerA contingent earnout of $9.4 million, partially offset by $1.9 million in restructuring charges. Adjusted operating income increased 14 percent to $66.2 million from $58.1 million in the prior year. This increase reflects improved gross margin from the effect of cumulative global pricing and cost reduction actions, partially offset by negative fixed cost leverage and higher SG&A expense primarily due to an increase in incentive compensation.

 

The Company reported net income of $26.4 million, or $0.27 per share, compared with prior year net income of $39.4 million, or $0.40 per share. Reported net income in 2023 reflects higher interest, tax and non-operating pension expenses. Reported net income in 2022 benefited from the items noted above in operating income. Adjusted net income was $36.5 million, or $0.38 per share, compared with $36.0 million, or $0.37 per share in 2022. Adjusted net income reflects the increase in adjusted operating income, partially offset by higher interest and non-operating pension expenses.

 

Business Segment Results

 

ACCO Brands North America – Second quarter segment net sales of $292.6 million decreased 4.6 percent versus the prior year. Adverse foreign exchange reduced sales by 0.5 percent. Comparable sales of $294.2 million were down 4.1 percent. Both decreases reflect softer demand from business and retail customers due to a weaker macroeconomic environment and lower volumes for computer accessories. These factors more than offset stronger pricing, and volume growth in gaming accessories. Timing for some back-to-school sales was earlier than anticipated.

Second quarter operating income in North America was $55.1 million versus $50.7 million a year earlier, and adjusted operating income was $60.7 million compared to $57.2 million a year ago. Both

2

 


 

increases reflect the benefit of pricing and cost actions and favorable mix, which more than offset the impact of lower sales and negative fixed cost leverage.

 

ACCO Brands EMEA - Second quarter segment net sales of $125.7 million decreased 8.8 percent versus the prior year. Favorable foreign exchange increased sales by 0.3 percent. Comparable sales of $125.3 million decreased 9.1 percent versus the prior-year period. Both reported and comparable sales declines reflect reduced demand due to a weaker environment in the region and lower volumes for technology accessories. This more than offset the effect of cumulative pricing actions.

Second quarter operating income in EMEA was $5.7 million versus a loss of $1.5 million a year earlier, and adjusted operating income was $9.5 million compared to $2.1 million a year ago. The increases in both reported operating income and adjusted operating income reflect improved gross margins from the cumulative effect of price increases and cost savings actions more than offsetting negative fixed cost leverage.

 

ACCO Brands International - Second quarter segment sales of $75.3 million decreased 1.6 percent versus the prior year. Favorable foreign exchange increased sales by 0.7 percent. Comparable sales of $74.8 million decreased 2.3 percent versus the year-ago period. Both sales decreases reflect lower volumes due to weaker economies in Asia and Australia, mostly offset by growth in Latin America.

Second quarter operating income in the International segment was $6.7 million versus $6.3 million a year earlier, with the increase due to lower restructuring expense. Adjusted operating income was $8.3 million compared to $8.6 million a year ago.

 

Six Month Results

 

Net sales decreased 6.9 percent to $896.2 million from $962.6 million in 2022. Adverse foreign exchange reduced sales by $11.4 million, or 1.2 percent. Comparable sales decreased 5.7 percent. Both reported and comparable sales declines reflect lower volume, especially in EMEA and North America due to the challenging macroeconomic environment, lower sales of technology accessories, and the timing of back-to-school shipments and lower channel inventory compared to a year ago. These more than offset the benefit of price increases across all segments, and volume growth in Latin America.

Operating income of $65.3 million compares to operating income of $62.2 million in 2022, which included a benefit of $6.8 million related to a change in the value of the PowerA contingent earnout. Adjusted operating income of $90.5 million increased from $80.7 million last year. Both reported and adjusted operating income increases reflect the benefit of global price increases and cost reduction initiatives, partially offset by higher SG&A expense primarily due to increased incentive compensation.

3

 


 

Net income was $22.7 million, or $0.23 per share, compared with net income of $36.7 million, or $0.37 per share, in 2022. Reported net income in 2023 reflects higher interest, tax and non-operating pension expenses. Reported net income in 2022 benefitted from the items noted above in operating income. Adjusted net income was $45.0 million, compared with $46.4 million in 2022, and adjusted earnings per share were $0.47 for both year periods. Adjusted net income reflects the increase in adjusted operating income offset by higher interest and non-operating pension expenses.

 

Capital Allocation and Dividend

 

Year to date, the Company improved its operating cash outflow by $58.6 million to $39.3 million versus $97.9 million in the prior year, driven primarily by improved working capital management. Adjusted free cash flow improved by $50.1 million and was an outflow of $45.4 million versus an outflow of $95.5 million a year earlier. Adjusted free cash flow in 2022 excludes the contingent earnout payment.

 

On August 1, 2023, ACCO Brands announced that its board of directors declared a regular quarterly cash dividend of $0.075 per share. The dividend will be paid on September 12, 2023, to stockholders of record at the close of business on August 22, 2023.

 

Full Year 2023 and Third Quarter Outlook

 

The Company is updating its full year 2023 outlook and providing a 3Q outlook. For the full year, reported sales are expected to be down 1 percent to 3 percent, including a 1.5 percent positive impact from foreign exchange. The Company is also maintaining its full year adjusted EPS outlook to be in the range of $1.08 to $1.12. Mid-teen growth in adjusted operating income is expected to be partially offset by higher interest and non-cash non-operating pension expenses. The Company is raising its 2023 free cash flow outlook to at least $110 million and expects to end the year with a consolidated leverage ratio of 3.3x to 3.5x, lower than previously expected.

 

In the third quarter, reported sales are expected to be flat to down 3 percent, which includes approximately a 4 percent positive impact from foreign exchange. Adjusted EPS is expected to be in the range of $0.21 to $0.24, which compares to $0.25 of adjusted EPS in the prior-year third quarter.

 

Webcast

 

At 8:30 a.m. ET on August 9, 2023, ACCO Brands Corporation will host a conference call to discuss the Company's second quarter 2023 results. The call will be broadcast live via webcast. The webcast can be accessed through the Investor Relations section of www.accobrands.com. The webcast will be in listen-only mode and will be available for replay following the event.

 

4

 


 

About ACCO Brands Corporation

 

ACCO Brands, the Home of Great Brands Built by Great People, designs, manufactures and markets consumer and end-user products that help people work, learn, play and thrive. Our widely recognized brands include AT-A-GLANCE®, Five Star®, Kensington®, Leitz®, Mead®, PowerA®, Swingline®, Tilibra® and many others. More information about ACCO Brands Corporation (NYSE: ACCO) can be found at www.accobrands.com.

 

Non-GAAP Financial Measures

In addition to financial results reported in accordance with generally accepted accounting principles (GAAP), we have provided certain non-GAAP financial information in this earnings release to aid investors in understanding the Company's performance. Each non-GAAP financial measure is defined and reconciled to its most directly comparable GAAP financial measure in the "About Non-GAAP Financial Measures" section of this earnings release.

 

Forward-Looking Statements

 

Statements contained herein, other than statements of historical fact, particularly those anticipating future financial performance, business prospects, growth, strategies, business operations and similar matters, results of operations, liquidity and financial condition, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management based on information available to us at the time such statements are made. These statements, which are generally identifiable by the use of the words “will,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “forecast,” “project,” “plan,” and similar expressions, are subject to certain risks and uncertainties, are made as of the date hereof, and we undertake no duty or obligation to update them. Because actual results may differ materially from those suggested or implied by such forward-looking statements, you should not place undue reliance on them when deciding whether to buy, sell or hold the Company’s securities.

 

Our outlook is based on certain assumptions, which we believe to be reasonable under the circumstances. These include, without limitation, assumptions regarding the impact of the war in Ukraine; the impact of inflation and global economic uncertainties, fluctuations in foreign currency exchange rates and acquisitions; and the other factors described below.

 

Among the factors that could cause our actual results to differ materially from our forward-looking statements are: our ability to successfully execute our restructuring plans and realize the benefits of our productivity initiatives; our ability to obtain additional price increases and realize longer-term cost reductions; the ongoing impact of the COVID-19 pandemic; a relatively limited number of large customers account for a significant percentage of our sales; issues that influence customer and

5

 


 

consumer discretionary spending during periods of economic uncertainty or weakness; risks associated with foreign currency exchange rate fluctuations; challenges related to the highly competitive business environment in which we operate; our ability to develop and market innovative products that meet consumer demands and to expand into new and adjacent product categories that are experiencing higher growth rates; our ability to successfully expand our business in emerging markets and the exposure to greater financial, operational, regulatory, compliance and other risks in such markets; the continued decline in the use of certain of our products; risks associated with seasonality; the sufficiency of investment returns on pension assets, risks related to actuarial assumptions, changes in government regulations and changes in the unfunded liabilities of a multi-employer pension plan; any impairment of our intangible assets; our ability to secure, protect and maintain our intellectual property rights, and our ability to license rights from major gaming console makers and video game publishers to support our gaming accessories business; continued disruptions in the global supply chain; risks associated with inflation and other changes in the cost or availability of raw materials, transportation, labor, and other necessary supplies and services and the cost of finished goods; risks associated with outsourcing production of certain of our products, information technology systems and other administrative functions; the failure, inadequacy or interruption of our information technology systems or its supporting infrastructure; risks associated with a cybersecurity incident or information security breach, including that related to a disclosure of personally identifiable information; our ability to grow profitably through acquisitions; our ability to successfully integrate acquisitions and achieve the financial and other results anticipated at the time of acquisition, including planned synergies; risks associated with our indebtedness, including limitations imposed by restrictive covenants, our debt service obligations, and our ability to comply with financial ratios and tests; a change in or discontinuance of our stock repurchase program or the payment of dividends; product liability claims, recalls or regulatory actions; the impact of litigation or other legal proceedings; our failure to comply with applicable laws, rules and regulations and self-regulatory requirements, the costs of compliance and the impact of changes in such laws; our ability to attract and retain qualified personnel; the volatility of our stock price; risks associated with circumstances outside our control, including those caused by public health crises, such as the occurrence of contagious diseases, severe weather events, war, terrorism and other geopolitical incidents; and other risks and uncertainties described in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, and in other reports we file with the Securities and Exchange Commission.

 

For further information:

 

Christopher McGinnis

Lori Conley

Investor Relations

Media Relations

(847) 796-4320

(937) 495-4949

 

6

 


 

ACCO Brands Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

 

 

 

June 30,
2023

 

 

December 31,
2022

 

(in millions)

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

$

 

82.4

 

$

 

62.2

 

Accounts receivable, net

 

 

426.1

 

 

 

384.1

 

Inventories

 

 

398.0

 

 

 

395.2

 

Other current assets

 

 

47.6

 

 

 

40.8

 

Total current assets

 

 

954.1

 

 

 

882.3

 

Total property, plant and equipment

 

 

594.7

 

 

 

589.2

 

Less: accumulated depreciation

 

 

(417.3

)

 

 

(404.1

)

Property, plant and equipment, net

 

 

177.4

 

 

 

185.1

 

Right of use asset, leases

 

 

85.7

 

 

 

88.8

 

Deferred income taxes

 

 

97.7

 

 

 

99.7

 

Goodwill

 

 

662.0

 

 

 

671.5

 

Identifiable intangibles, net

 

 

833.2

 

 

 

847.0

 

Other non-current assets

 

 

15.7

 

 

 

20.3

 

Total assets

$

 

2,825.8

 

$

 

2,794.7

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Notes payable

$

 

7.9

 

$

 

10.3

 

Current portion of long-term debt

 

 

53.9

 

 

 

49.7

 

Accounts payable

 

 

194.6

 

 

 

239.5

 

Accrued compensation

 

 

41.3

 

 

 

38.3

 

Accrued customer program liabilities

 

 

100.0

 

 

 

103.3

 

Lease liabilities

 

 

20.4

 

 

 

21.2

 

Other current liabilities

 

 

115.9

 

 

 

126.7

 

Total current liabilities

 

 

534.0

 

 

 

589.0

 

Long-term debt, net

 

 

1,015.8

 

 

 

936.5

 

Long-term lease liabilities

 

 

72.3

 

 

 

75.2

 

Deferred income taxes

 

 

142.7

 

 

 

144.1

 

Pension and post-retirement benefit obligations

 

 

149.4

 

 

 

155.5

 

Other non-current liabilities

 

 

81.2

 

 

 

84.3

 

Total liabilities

 

 

1,995.4

 

 

 

1,984.6

 

Stockholders' equity:

 

 

 

 

 

 

Common stock

 

 

1.0

 

 

 

1.0

 

Treasury stock

 

 

(45.0

)

 

 

(43.4

)

Paid-in capital

 

 

1,906.8

 

 

 

1,897.2

 

Accumulated other comprehensive loss

 

 

(535.7

)

 

 

(540.3

)

Accumulated deficit

 

 

(496.7

)

 

 

(504.4

)

Total stockholders' equity

 

 

830.4

 

 

 

810.1

 

Total liabilities and stockholders' equity

$

 

2,825.8

 

$

 

2,794.7

 

 

7

 


 

ACCO Brands Corporation and Subsidiaries

Consolidated Statements of Income (Unaudited)

(In millions, except per share data)

 

 

 

Three Months Ended
June 30,

 

 

 

Six Months Ended
June 30,

 

 

 

 

2023

 

2022

 

% Change

 

2023

 

2022

 

% Change

Net sales

$

493.6

$

521.0

 

(5.3)%

$

896.2

$

962.6

 

(6.9)%

Cost of products sold

 

329.4

 

371.0

 

(11.2)%

 

612.7

 

693.0

 

(11.6)%

Gross profit

 

164.2

 

150.0

 

9.5 %

 

283.5

 

269.6

 

5.2 %

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

98.0

 

91.6

 

7.0 %

 

193.0

 

190.4

 

1.4 %

Amortization of intangibles

 

11.0

 

10.5

 

4.8 %

 

21.9

 

21.6

 

1.4 %

Restructuring charges

 

 

1.9

 

(100.0)%

 

3.3

 

2.2

 

50.0 %

Change in fair value of contingent consideration

 

 

(9.4)

 

NM

 

 

(6.8)

 

NM

Total operating costs and expenses

 

109.0

 

94.6

 

15.2 %

 

218.2

 

207.4

 

5.2 %

Operating income

 

55.2

 

55.4

 

(0.4)%

 

65.3

 

62.2

 

5.0 %

Non-operating expense (income):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

15.5

 

10.8

 

43.5 %

 

29.4

 

20.5

 

43.4 %

Interest income

 

(2.2)

 

(2.2)

 

— %

 

(4.6)

 

(3.6)

 

(27.8)%

Non-operating pension expense (income)

 

0.2

 

(1.3)

 

NM

 

0.3

 

(2.7)

 

NM

Other (income) expense, net

 

(0.3)

 

(3.7)

 

91.9 %

 

1.5

 

(2.8)

 

NM

Income before income tax

 

42.0

 

51.8

 

(18.9)%

 

38.7

 

50.8

 

(23.8)%

Income tax expense

 

15.6

 

12.4

 

25.8 %

 

16.0

 

14.1

 

13.5 %

Net income

$

26.4

$

39.4

 

(33.0)%

$

22.7

$

36.7

 

(38.1)%

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic income per share

$

0.28

$

0.41

 

(31.7)%

$

0.24

$

0.38

 

(36.8)%

Diluted income per share

$

0.27

$

0.40

 

(32.5)%

$

0.23

$

0.37

 

(37.8)%

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

95.4

 

96.2

 

 

 

95.1

 

96.2

 

 

Diluted

 

96.3

 

97.4

 

 

 

96.7

 

98.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per common share

$

0.075

$

0.075

 

 

$

0.150

$

0.150

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statistics (as a % of Net sales, except Income tax rate)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
June 30,

 

 

 

Six Months Ended
June 30,

 

 

 

 

2023

 

2022

 

 

 

2023

 

2022

 

 

Gross profit (Net sales, less Cost of products sold)

 

33.3 %

 

28.8 %

 

 

 

31.6 %

 

28.0 %

 

 

Selling, general and administrative expenses

 

19.9 %

 

17.6 %

 

 

 

21.5 %

 

19.8 %

 

 

Operating income

 

11.2 %

 

10.6 %

 

 

 

7.3 %

 

6.5 %

 

 

Income before income tax

 

8.5 %

 

9.9 %

 

 

 

4.3 %

 

5.3 %

 

 

Net income

 

5.3 %

 

7.6 %

 

 

 

2.5 %

 

3.8 %

 

 

Income tax rate

 

37.1 %

 

23.9 %

 

 

 

41.3 %

 

27.8 %

 

 

 

8

 


 

ACCO Brands Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

 

Six Months Ended June 30,

 

(in millions)

 

2023

 

 

2022

 

Operating activities

 

 

 

 

 

 

Net income

$

 

22.7

 

$

 

36.7

 

Payments of contingent consideration

 

 

 

 

 

(9.2

)

Loss on disposal of assets

 

 

1.2

 

 

 

(0.2

)

Change in fair value of contingent liability

 

 

 

 

 

(6.8

)

Depreciation

 

 

17.3

 

 

 

19.6

 

Amortization of debt issuance costs

 

 

1.5

 

 

 

1.4

 

Amortization of intangibles

 

 

21.9

 

 

 

21.6

 

Stock-based compensation

 

 

8.9

 

 

 

7.2

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(33.4

)

 

 

(12.4

)

Inventories

 

 

10.1

 

 

 

(51.4

)

Other assets

 

 

(9.0

)

 

 

(18.7

)

Accounts payable

 

 

(55.1

)

 

 

(47.2

)

Accrued expenses and other liabilities

 

 

(19.1

)

 

 

(34.8

)

Accrued income taxes

 

 

(6.3

)

 

 

(3.7

)

Net cash used by operating activities

 

 

(39.3

)

 

 

(97.9

)

Investing activities

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(6.1

)

 

 

(7.0

)

Proceeds from the disposition of assets

 

 

 

 

 

0.2

 

Net cash used by investing activities

 

 

(6.1

)

 

 

(6.8

)

Financing activities

 

 

 

 

 

 

Proceeds from long-term borrowings

 

 

107.9

 

 

 

218.0

 

Repayments of long-term debt

 

 

(28.2

)

 

 

(25.6

)

Repayments of notes payable, net

 

 

(2.4

)

 

 

11.3

 

Dividends paid

 

 

(14.2

)

 

 

(14.4

)

Payments of contingent consideration

 

 

 

 

 

(17.8

)

Repurchases of common stock

 

 

 

 

 

(19.4

)

Payments related to tax withholding for stock-based compensation

 

 

(1.7

)

 

 

(2.5

)

Proceeds from the exercise of stock options

 

 

 

 

 

4.3

 

Net cash provided by financing activities

 

 

61.4

 

 

 

153.9

 

Effect of foreign exchange rate changes on cash and cash equivalents

 

 

4.2

 

 

 

1.3

 

Net increase in cash and cash equivalents

 

 

20.2

 

 

 

50.5

 

Cash and cash equivalents

 

 

 

 

 

 

Beginning of the period

 

 

62.2

 

 

 

41.2

 

End of the period

$

 

82.4

 

$

 

91.7

 

 

9

 


 

About Non-GAAP Financial Measures

We explain below how we calculate each of our non-GAAP financial measures. This is followed by a reconciliation of our current period and historical non-GAAP financial measures to the most directly comparable GAAP financial measures.

 

We use our non-GAAP financial measures both to explain our results to stockholders and the investment community and in the internal evaluation and management of our business. We believe our non-GAAP financial measures provide management and investors with a more complete understanding of our underlying operational results and trends, facilitate meaningful period-to-period comparisons and enhance an overall understanding of our past and future financial performance.

 

Our non-GAAP financial measures exclude certain items that may have a material impact upon our reported financial results such as restructuring charges, transaction and integration expenses associated with material acquisitions, the impact of foreign currency exchange rate fluctuations and acquisitions, unusual tax items, goodwill impairment charges, and other non-recurring items that we consider to be outside of our core operations. These measures should not be considered in isolation or as a substitute for, or superior to, the directly comparable GAAP financial measures and should be read in connection with the Company’s financial statements presented in accordance with GAAP.

 

Our non-GAAP financial measures include the following:

 

Comparable Sales: Represents net sales excluding the impact of material acquisitions, if any, with current-period foreign operation sales translated at prior-year currency rates. We believe comparable sales are useful to investors and management because they reflect underlying sales and sales trends without the effect of material acquisitions and fluctuations in foreign exchange rates and facilitate meaningful period-to-period comparisons. We sometimes refer to comparable sales as comparable net sales.

 

 

Adjusted Selling, General and Administrative (SG&A) Expenses: Represents selling, general and administrative expenses excluding transaction and integration expenses related to material acquisitions. We believe adjusted SG&A expenses are useful to investors and management because they reflect underlying SG&A expenses without the effect of expenses related to acquiring and integrating acquisitions that we consider to be outside our core operations and facilitate meaningful period-to-period comparisons.

 

Adjusted Operating Income/Adjusted Income Before Taxes/Adjusted Net Income/Adjusted Net Income Per Diluted Share: Represents operating income, income before taxes, net income, and net income per diluted share excluding restructuring and goodwill impairment charges, the amortization of intangibles, the amortization of the step-up in value of inventory, the change in fair value of contingent consideration, transaction and integration expenses associated with material acquisitions, non-recurring items in interest expense or other income/expense such as expenses associated with debt refinancing, a bond redemption, or a pension curtailment, and other non-recurring items as well as all unusual and discrete income tax adjustments, including income tax related to the foregoing. We believe these adjusted non-GAAP financial measures are useful to investors and management because they reflect our underlying operating performance before items that we consider to be outside our core operations and facilitate meaningful period-to-period comparisons. Senior management’s incentive compensation is derived, in part, using adjusted operating income and adjusted net income per diluted share, which is derived from adjusted net income. We sometimes refer to adjusted net income per diluted share as adjusted earnings per share or adjusted EPS.

 

Adjusted Income Tax Expense/Rate: Represents income tax expense/rate excluding the tax effect of the items that have been excluded from adjusted income before taxes, unusual income tax items such as the impact of tax audits and changes in laws, significant reserves for cash repatriation, excess tax benefits/losses, and other discrete tax items. We believe our adjusted income tax expense/rate is useful to investors because it reflects our baseline income tax expense/rate before benefits/losses and other discrete items that we consider to be outside our core operations and facilitates meaningful period-to-period comparisons.

 

Adjusted EBITDA: Represents net income excluding the effects of depreciation, stock-based compensation expense, amortization of intangibles, the change in fair value of contingent consideration, interest expense, net, other (income) expense, net, and income tax expense, the amortization of the step-up in value of inventory, transaction and integration expenses associated with material acquisitions, restructuring and goodwill impairment charges, non-recurring items in interest expense or other income/expense such as expenses associated with debt refinancing, a bond redemption, or a pension curtailment and other non-recurring items. We believe adjusted EBITDA is useful to investors because it reflects our underlying cash profitability and adjusts for certain non-cash charges, and items that we consider to be outside our core operations and facilitates meaningful period-to-period comparisons.

 

Free Cash Flow/Adjusted Free Cash Flow: Free cash flow represents cash flow from operating activities less cash used for additions to property, plant and equipment. Adjusted free cash flow represents free cash flow, less cash payments made for contingent earnouts, plus cash proceeds from the disposition of assets. We believe free cash flow and adjusted free cash flow are useful to investors because they measure our available cash flow for paying dividends, funding strategic material acquisitions, reducing debt, and repurchasing shares.

 

Consolidated Leverage Ratio: Represents balance sheet debt, plus debt origination costs and less any cash and cash equivalents divided by adjusted EBITDA. We believe that consolidated leverage ratio is useful to investors since the company has the ability to, and may decide to use, a portion of its cash and cash equivalents to retire debt.

 

We also provide forward-looking non-GAAP comparable sales, adjusted earnings per share, free cash flow, adjusted free cash flow, adjusted EBITDA, and adjusted tax rate, and historical and forward-looking consolidated leverage ratio. We do not provide a reconciliation of these forward-looking and historical non-GAAP measures to GAAP because the GAAP financial measure is not currently available and management cannot reliably predict all the necessary components of such non-GAAP measures without unreasonable effort or expense due to the inherent difficulty of forecasting and quantifying certain amounts that are necessary for such a reconciliation, including adjustments that could be made for restructuring, integration and acquisition-related expenses, the variability of our tax rate and the impact of foreign currency fluctuation and material acquisitions, and other charges reflected in our historical results. The probable significance of each of these items is high and, based on historical experience, could be material.

10

 


 

 

ACCO Brands Corporation and Subsidiaries

Reconciliation of GAAP to Adjusted Non-GAAP Information (Unaudited)

(In millions, except per share data)

 

The following tables set forth a reconciliation of certain Consolidated Statements of Income information reported in accordance with GAAP to Adjusted Non-GAAP Information for the three months ended June 30, 2023 and 2022.

 

 

 

Three Months Ended June 30, 2023

 

 

 

Operating Income

 

% of Sales

 

 

Income before Tax

 

% of Sales

 

 

Income Tax Expense (I)

 

Tax Rate

 

 

Net Income

 

% of Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported GAAP

 

$

55.2

 

11.2 %

 

$

42.0

 

8.5 %

 

$

15.6

 

37.1 %

 

$

26.4

 

5.3 %

Reported GAAP diluted income per share (EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.27

 

 

Amortization of intangibles

 

 

11.0

 

 

 

 

11.0

 

 

 

 

2.9

 

 

 

 

8.1

 

 

Other discrete tax items

(A)

 

 

 

 

 

 

 

 

 

(2.0)

 

 

 

 

2.0

 

 

Adjusted Non-GAAP

 

$

66.2

 

13.4 %

 

$

53.0

 

10.7 %

 

$

16.5

 

31.1 %

 

$

36.5

 

7.4 %

Adjusted net income per diluted share (Adjusted EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.38

 

 

 

 

 

Three Months Ended June 30, 2022

 

 

 

SG&A

 

% of Sales

 

 

Operating Income

 

% of Sales

 

 

Income before Tax

 

% of Sales

 

 

Income Tax Expense (I)

 

Tax Rate

 

 

Net Income

 

% of Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported GAAP

 

$

91.6

 

17.6 %

 

$

55.4

 

10.6 %

 

$

51.8

 

9.9 %

 

$

12.4

 

23.9 %

 

$

39.4

 

7.6 %

Reported GAAP diluted income per share (EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.40

 

 

Release of charge for Russia business

 

 

0.3

 

 

 

 

(0.3)

 

 

 

 

(0.3)

 

 

 

 

(0.1)

 

 

 

 

(0.2)

 

 

Restructuring charges

 

 

 

 

 

 

1.9

 

 

 

 

1.9

 

 

 

 

0.4

 

 

 

 

1.5

 

 

Amortization of intangibles

 

 

 

 

 

 

10.5

 

 

 

 

10.5

 

 

 

 

2.7

 

 

 

 

7.8

 

 

Change in fair value of contingent consideration

(C)

 

 

 

 

 

(9.4)

 

 

 

 

(9.4)

 

 

 

 

(2.4)

 

 

 

 

(7.0)

 

 

Operating tax gains

(D)

 

 

 

 

 

 

 

 

 

(3.8)

 

 

 

 

(1.3)

 

 

 

 

(2.5)

 

 

Other discrete tax items

(A)

 

 

 

 

 

 

 

 

 

 

 

 

 

3.0

 

 

 

 

(3.0)

 

 

Adjusted Non-GAAP

 

$

91.9

 

17.6 %

 

$

58.1

 

11.2 %

 

$

50.7

 

9.7 %

 

$

14.7

 

29.0 %

 

$

36.0

 

6.9 %

Adjusted net income per diluted share (Adjusted EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.37

 

 

 

See "Notes to Reconciliations of GAAP to Adjusted Non-GAAP Information and Net Income to Adjusted EBITDA (Unaudited)" for further information regarding adjusted items.

11

 


 

ACCO Brands Corporation and Subsidiaries

Reconciliation of GAAP to Adjusted Non-GAAP Information (Unaudited)

(In millions, except per share data)

 

The following tables set forth a reconciliation of certain Consolidated Statements of Income information reported in accordance with GAAP to Adjusted Non-GAAP Information for the six months ended June 30, 2023 and 2022

 

 

 

Six Months Ended June 30, 2023

 

 

 

Operating Income

 

% of Sales

 

 

Income before Tax

 

% of Sales

 

 

Income Tax Expense (I)

 

Tax Rate

 

 

Net Income

 

% of Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported GAAP

 

$

65.3

 

7.3 %

 

$

38.7

 

4.3 %

 

$

16.0

 

41.3 %

 

$

22.7

 

2.5 %

Reported GAAP diluted income per share (EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.23

 

 

Restructuring charges

 

 

3.3

 

 

 

 

3.3

 

 

 

 

0.9

 

 

 

 

2.4

 

 

Amortization of intangibles

 

 

21.9

 

 

 

 

21.9

 

 

 

 

5.8

 

 

 

 

16.1

 

 

Other asset write-off

(B)

 

 

 

 

 

1.1

 

 

 

 

0.3

 

 

 

 

0.8

 

 

Other discrete tax items

(A)

 

 

 

 

 

 

 

 

 

(3.0)

 

 

 

 

3.0

 

 

Adjusted Non-GAAP

 

$

90.5

 

10.1 %

 

$

65.0

 

7.3 %

 

$

20.0

 

30.8 %

 

$

45.0

 

5.0 %

Adjusted net income per diluted share (Adjusted EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.47

 

 

 

 

 

Six Months Ended June 30, 2022

 

 

 

SG&A

 

% of Sales

 

 

Operating Income

 

% of Sales

 

 

Income before Tax

 

% of Sales

 

 

Income Tax Expense (I)

 

Tax Rate

 

 

Net Income

 

% of Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported GAAP

 

$

190.4

 

19.8 %

 

$

62.2

 

6.5 %

 

$

50.8

 

5.3 %

 

$

14.1

 

27.8 %

 

$

36.7

 

3.8 %

 

Reported GAAP diluted income per share (EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.37

 

 

 

Charge for Russia business

 

 

(1.5)

 

 

 

 

1.5

 

 

 

 

1.5

 

 

 

 

0.3

 

 

 

 

1.2

 

 

 

Restructuring charges

 

 

 

 

 

 

2.2

 

 

 

 

2.2

 

 

 

 

0.5

 

 

 

 

1.7

 

 

 

Amortization of intangibles

 

 

 

 

 

 

21.6

 

 

 

 

21.6

 

 

 

 

5.7

 

 

 

 

15.9

 

 

 

Change in fair value of contingent consideration

(C)

 

 

 

 

 

(6.8)

 

 

 

 

(6.8)

 

 

 

 

(1.7)

 

 

 

 

(5.1)

 

 

 

Operating tax gains

(D)

 

 

 

 

 

 

 

 

 

(3.9)

 

 

 

 

(1.3)

 

 

 

 

(2.6)

 

 

 

Other discrete tax items

(A)

 

 

 

 

 

 

 

 

 

 

 

 

 

1.4

 

 

 

 

(1.4)

 

 

 

Adjusted Non-GAAP

 

$

188.9

 

19.6 %

 

$

80.7

 

8.4 %

 

$

65.4

 

6.8 %

 

$

19.0

 

29.0 %

 

$

46.4

 

4.8 %

 

Adjusted net income per diluted share (Adjusted EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.47

 

 

 

 

See "Notes to Reconciliations of GAAP to Adjusted Non-GAAP Information and Net Income to Adjusted EBITDA (Unaudited)" for further information regarding adjusted items.

12

 


 

ACCO Brands Corporation and Subsidiaries

Reconciliation of Net Income to Adjusted EBITDA (Unaudited)

(In millions)

 

The following table sets forth a reconciliation of net income reported in accordance with GAAP to Adjusted EBITDA.

 

 

 

 

Three months ended
June 30,

 

 

 

Six months ended
June 30,

 

 

 

 

 

2023

 

2022

 

% Change

 

2023

 

2022

 

% Change

Net income

 

$

26.4

$

39.4

 

(33.0)%

$

22.7

$

36.7

 

(38.1)%

Stock-based compensation

 

 

3.3

 

2.3

 

43.5 %

 

8.9

 

7.2

 

23.6 %

Depreciation

 

 

8.3

 

9.7

 

(14.4)%

 

17.3

 

19.6

 

(11.7)%

(Release) charge for Russia business

 

 

 

(0.3)

 

100.0 %

 

 

1.5

 

(100.0)%

Amortization of intangibles

 

 

11.0

 

10.5

 

4.8 %

 

21.9

 

21.6

 

1.4 %

Restructuring charges

 

 

 

1.9

 

(100.0)%

 

3.3

 

2.2

 

50.0 %

Change in fair value of contingent consideration

(C)

 

 

(9.4)

 

100.0 %

 

 

(6.8)

 

100.0 %

Interest expense, net

 

 

13.3

 

8.6

 

54.7 %

 

24.8

 

16.9

 

46.7 %

Other (income) expense, net

 

 

(0.3)

 

(3.7)

 

91.9 %

 

1.5

 

(2.8)

 

NM

Income tax expense

 

 

15.6

 

12.4

 

25.8 %

 

16.0

 

14.1

 

13.5 %

Adjusted EBITDA (non-GAAP)

 

$

77.6

$

71.4

 

8.7 %

$

116.4

$

110.2

 

5.6 %

Adjusted EBITDA as a % of Net Sales

 

 

15.7 %

 

13.7 %

 

 

 

13.0 %

 

11.4 %

 

 

 

 

See "Notes to Reconciliations of GAAP to Adjusted Non-GAAP Information and Net Income to Adjusted EBITDA (Unaudited)" for further information regarding adjusted items.

 

Reconciliation of Net Cash (Used) Provided by Operating Activities to Adjusted Free Cash Flow (Unaudited)

(In millions)

 

The following table sets forth a reconciliation of net cash (used) provided by operating activities reported in accordance with GAAP to Adjusted Free Cash Flow.

 

 

 

Three months ended
June 30, 2023

 

Three months ended
June 30, 2022

 

For the six months
ended June 30, 2023

 

For the six months
ended June 30, 2022

Net cash (used) provided by operating activities

$

(16.1)

$

6.3

$

(39.3)

$

(97.9)

Net (used) provided by:

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

(4.1)

 

(3.6)

 

(6.1)

 

(7.0)

Proceeds from the disposition of assets

 

 

0.2

 

 

0.2

Payments of contingent consideration

 

 

9.2

 

 

9.2

Adjusted Free Cash Flow (non-GAAP)

$

(20.2)

$

12.1

$

(45.4)

$

(95.5)

 

13

 


 

 

Notes to Reconciliations of GAAP to Adjusted Non-GAAP Information and Net Income to Adjusted EBITDA (Unaudited)

 

A.
The adjustments to income tax expense include the effects of other adjustments and discrete tax items.
B.
Represents the write off of assets related to a capital project.
C.
Represents the change in fair value of the contingent consideration for the PowerA acquisition, which is included as expense/income in the consolidated statements of income.
D.
Represents gains related to the release of reserves for certain operating taxes.

14

 


 

ACCO Brands Corporation and Subsidiaries

Supplemental Business Segment Information and Reconciliation (Unaudited)

(In millions)

 

 

 

2023

 

2022

 

Changes

 

 

 

 

 

 

 

 

 

 

Adjusted

 

 

 

 

 

 

 

 

 

Adjusted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported

 

 

 

Adjusted

 

Operating

 

 

 

Reported

 

 

 

Adjusted

 

Operating

 

 

 

 

 

Adjusted

 

Adjusted

 

 

 

 

 

 

Operating

 

 

 

Operating

 

Income

 

 

 

Operating

 

 

 

Operating

 

Income

 

 

 

 

 

Operating

 

Operating

 

 

 

 

Reported

 

Income

 

Adjusted

 

Income

 

(Loss)

 

Reported

 

Income

 

Adjusted

 

Income

 

(Loss)

 

Net Sales

 

Net Sales

 

Income

 

Income

 

Margin

 

 

Net Sales

 

(Loss)

 

Items

 

(Loss)

 

Margin

 

Net Sales

 

(Loss)

 

Items

 

(Loss)

 

Margin

 

$

 

%

 

(Loss) $

 

(Loss) %

 

Points

Q1:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands North America

$

176.7

$

5.2

$

5.7

$

10.9

 

6.2%

$

208.5

$

13.9

$

5.9

$

19.8

 

9.5%

$

(31.8)

 

(15.3)%

$

(8.9)

 

(44.9)%

 

(330)

ACCO Brands EMEA

 

135.8

 

7.8

 

5.8

 

13.6

 

10.0%

 

156.1

 

5.6

 

3.5

 

9.1

 

5.8%

 

(20.3)

 

(13.0)%

 

4.5

 

49.5%

 

420

ACCO Brands International

 

90.1

 

9.0

 

2.7

 

11.7

 

13.0%

 

77.0

 

4.2

 

2.0

 

6.2

 

8.1%

 

13.1

 

17.0%

 

5.5

 

88.7%

 

490

Corporate

 

 

(11.9)

 

 

(11.9)

 

 

 

 

(16.9)

 

4.4

 

(12.5)

 

 

 

 

 

 

0.6

 

 

 

 

Total

$

402.6

$

10.1

$

14.2

$

24.3

 

6.0%

$

441.6

$

6.8

$

15.8

$

22.6

 

5.1%

$

(39.0)

 

(8.8)%

$

1.7

 

7.5%

 

90

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q2:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands North America

$

292.6

$

55.1

$

5.6

$

60.7

 

20.7%

$

306.6

$

50.7

$

6.5

$

57.2

 

18.7%

$

(14.0)

 

(4.6)%

$

3.5

 

6.1%

 

200

ACCO Brands EMEA

 

125.7

 

5.7

 

3.8

 

9.5

 

7.6%

 

137.9

 

(1.5)

 

3.6

 

2.1

 

1.5%

 

(12.2)

 

(8.8)%

 

7.4

 

NM

 

610

ACCO Brands International

 

75.3

 

6.7

 

1.6

 

8.3

 

11.0%

 

76.5

 

6.3

 

2.3

 

8.6

 

11.2%

 

(1.2)

 

(1.6)%

 

(0.3)

 

(3.5)%

 

(20)

Corporate

 

 

(12.3)

 

 

(12.3)

 

 

 

 

(0.1)

 

(9.7)

 

(9.8)

 

 

 

 

 

 

(2.5)

 

 

 

 

Total

$

493.6

$

55.2

$

11.0

$

66.2

 

13.4%

$

521.0

$

55.4

$

2.7

$

58.1

 

11.2%

$

(27.4)

 

(5.3)%

$

8.1

 

13.9%

 

220

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands North America

 

 

 

 

 

 

$

257.2

$

(78.4)

$

104.2

$

25.8

 

10.0%

 

 

 

 

 

 

 

ACCO Brands EMEA

 

 

 

 

 

 

 

130.3

 

4.9

 

2.5

 

7.4

 

5.7%

 

 

 

 

 

 

 

ACCO Brands International

 

 

 

 

 

 

 

98.1

 

17.3

 

1.9

 

19.2

 

19.6%

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

 

(6.8)

 

(2.8)

 

(9.6)

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

$

485.6

$

(63.0)

$

105.8

$

42.8

 

8.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q4:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands North America

 

 

 

 

 

 

$

225.7

$

8.9

$

9.8

$

18.7

 

8.3%

 

 

 

 

 

 

 

ACCO Brands EMEA

 

 

 

 

 

 

 

156.0

 

12.7

 

5.7

 

18.4

 

11.8%

 

 

 

 

 

 

 

ACCO Brands International

 

 

 

 

 

 

 

117.7

 

22.7

 

1.6

 

24.3

 

20.6%

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

 

(8.7)

 

(0.4)

 

(9.1)

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

$

499.4

$

35.6

$

16.7

$

52.3

 

10.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YTD:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands North America

$

469.3

$

60.3

$

11.3

$

71.6

 

15.3%

$

998.0

$

(4.9)

$

126.4

$

121.5

 

12.2%

 

 

 

 

 

 

 

ACCO Brands EMEA

 

261.5

 

13.5

 

9.6

 

23.1

 

8.8%

 

580.3

 

21.7

 

15.3

 

37.0

 

6.4%

 

 

 

 

 

 

 

ACCO Brands International

 

165.4

 

15.7

 

4.3

 

20.0

 

12.1%

 

369.3

 

50.5

 

7.8

 

58.3

 

15.8%

 

 

 

 

 

 

 

Corporate

 

 

(24.2)

 

 

(24.2)

 

 

 

 

(32.5)

 

(8.5)

 

(41.0)

 

 

 

 

 

 

 

 

 

 

Total

$

896.2

$

65.3

$

25.2

$

90.5

 

10.1%

$

1,947.6

$

34.8

$

141.0

$

175.8

 

9.0%

 

 

 

 

 

 

 

 

See "Notes to Reconciliations of GAAP to Adjusted Non-GAAP Information and Net Loss to Adjusted EBITDA (Unaudited)" for further information regarding adjusted items.

15

 


 

ACCO Brands Corporation and Subsidiaries

Supplemental Net Sales Change Analysis (Unaudited)

 

 

 

% Change - Net Sales

 

$ Change - Net Sales (in millions)

 

 

 

 

GAAP

Non-GAAP

 

 

GAAP

Non-GAAP

 

 

 

 

 

 

 

 

Comparable

 

 

 

 

 

 

Comparable

 

 

 

 

Net Sales

 

Currency

 

Net Sales

 

 

Net Sales

 

Currency

 

Net Sales

 

Comparable

 

 

Change

 

Translation

 

Change (A)

 

 

Change

 

Translation

 

Change (A)

 

Net Sales

Q1 2023:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands North America

 

(15.3)%

 

(0.7)%

 

(14.6)%

 

$

(31.8)

$

(1.5)

$

(30.3)

$

178.2

ACCO Brands EMEA

 

(13.0)%

 

(5.7)%

 

(7.3)%

 

 

(20.3)

 

(9.0)

 

(11.3)

 

144.8

ACCO Brands International

 

17.0 %

 

(0.2)%

 

17.2 %

 

 

13.1

 

(0.2)

 

13.3

 

90.3

Total

 

(8.8)%

 

(2.4)%

 

(6.4)%

 

$

(39.0)

$

(10.6)

$

(28.4)

$

413.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q2 2023:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands North America

 

(4.6)%

 

(0.5)%

 

(4.1)%

 

$

(14.0)

$

(1.6)

$

(12.4)

$

294.2

ACCO Brands EMEA

 

(8.8)%

 

0.3 %

 

(9.1)%

 

 

(12.2)

 

0.4

 

(12.6)

 

125.3

ACCO Brands International

 

(1.6)%

 

0.7 %

 

(2.3)%

 

 

(1.2)

 

0.5

 

(1.7)

 

74.8

Total

 

(5.3)%

 

(0.2)%

 

(5.1)%

 

$

(27.4)

$

(0.8)

$

(26.6)

$

494.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2023 YTD:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCO Brands North America

 

(8.9)%

 

(0.6)%

 

(8.3)%

 

$

(45.8)

$

(3.1)

$

(42.7)

$

472.4

ACCO Brands EMEA

 

(11.1)%

 

(2.9)%

 

(8.2)%

 

 

(32.5)

 

(8.6)

 

(23.9)

 

270.1

ACCO Brands International

 

7.8 %

 

0.2 %

 

7.6 %

 

 

11.9

 

0.3

 

11.6

 

165.1

Total

 

(6.9)%

 

(1.2)%

 

(5.7)%

 

$

(66.4)

$

(11.4)

$

(55.0)

$

907.6

(A) Comparable net sales represents net sales excluding material acquisitions and with current-period foreign operation sales translated at the prior-year currency rates.

16

 


 

Exhibit 99.2

img37040152_0.jpg News Release

 

 

ACCO Brands Corporation Announces CEO Transition Plan

President and Chief Operating Officer Thomas Tedford Appointed Chief Executive Officer Effective October 1, 2023; Boris Elisman to Continue as Executive Chairman Before Retiring in the first half of 2024

Lake Zurich, IL, -August 8, 2023 -- ACCO Brands Corporation (NYSE: ACCO) (the “Company” or “ACCO Brands”), one of the world’s largest suppliers of select categories of branded academic, consumer and business products, today announced its Board of Directors has appointed the Company’s President and Chief Operating Officer, Thomas Tedford, as CEO effective October 1, 2023. Mr. Tedford has also been elected a member of the board effective that date. Mr. Tedford will succeed ACCO Brands current CEO, Boris Elisman, who will continue as Executive Chairman until his retirement in the first half of 2024. He has notified the Board that he will not stand for reelection at the 2024 stockholders' meeting.

“The appointment of Tom as ACCO Brands next CEO is part of a succession plan that Boris and the Board have been preparing over the past few years,” stated Lead Independent Director, Thomas Kroeger. “We have worked closely with Tom and have full confidence in his commitment to creating value for our shareholders. He brings deep knowledge of our industry, our customers, the overall Company, and its operating segments to his new role. Tom has worked closely with Boris and the Board in developing and executing on the Company’s strategic transformation and will continue to do so, assuring a smooth and seamless transition of leadership and positioning us for profitable growth.”

“On behalf of everyone at ACCO Brands, we would like to thank Boris for his exemplary leadership and dedicated service as CEO. Boris’s innumerable contributions during his 18-year tenure, the last 10 leading the Company as CEO, have successfully expanded the growth opportunities for the Company,” Mr. Kroger concluded.

Mr. Elisman said, “During my tenure at ACCO Brands, the Company and the industry have undergone significant changes and I am proud of our teams’ accomplishments during this period. Having worked closely with Tom for many years, I know the company is in great hands to continue to progress and accelerate profitable growth. It has been my privilege to lead this great company, and I look forward to continuing to serve as Executive Chairman to ensure a smooth transition.”

Mr. Tedford commented, “It is an honor to have the opportunity to lead ACCO Brands and our talented team of dedicated employees as we build upon the current momentum in our business. Boris has been a great mentor and a tremendous leader. I have worked with him for more than a decade and appreciate his leadership and bold actions to transform ACCO Brands. I look forward to continuing to work closely with Boris to complete this leadership transition.”

 


 

“I am grateful for the support of our Board of Directors and am excited to work with them and our executive leadership team. I believe there are immense opportunities to enhance our leadership position in key categories, grow through share gains and new innovative product solutions, optimize our supply chain, and improve our margin profile as we remain focused on delivering shareholder value and customer satisfaction. Near-term we are committed to prioritizing our free cash flow towards supporting our dividend and debt reduction,” added Mr. Tedford.

 

Thomas Tedford Bio

Mr. Tedford joined ACCO Brands in 2010 and was named President and Chief Operating Officer in 2021. From 2011 to 2021, Mr. Tedford served first as Executive Vice President and President of ACCO Brands Americas ultimately becoming Executive Vice President and President, ACCO Brands, North America. During his tenure, he successfully led the operational, cultural and leadership integrations of key strategic acquisitions, the introduction of new products and the development of new markets. Prior to joining ACCO Brands, Mr. Tedford had 15 years of progressive sales, sales leadership, marketing, operational and executive management experience, operating in highly competitive and demanding industries. Mr. Tedford has expertise addressing complex challenges, optimizing performance, developing growth strategies, innovating product solutions, and building high-performing teams.

 

About ACCO Brands Corporation

ACCO Brands, the Home of Great Brands Built by Great People, designs, manufactures and markets consumer and end-user products that help people work, learn, play, and thrive. Our widely recognized brands include AT-A-GLANCE®, Five Star®, Kensington®, Leitz®, Mead®, PowerA®, Swingline®, Tilibra® and many others. More information about ACCO Brands Corporation (NYSE: ACCO) can be found at www.accobrands.com.

 

For further information:

 

Chris McGinnis Lori Conley
Investor Relations Media Relations
(847) 796-4320 (937) 495-4949

 

 


v3.23.2
Document And Entity Information
Aug. 04, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 04, 2023
Entity Registrant Name ACCO BRANDS Corp
Entity Central Index Key 0000712034
Entity Emerging Growth Company false
Securities Act File Number 001-08454
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 36-2704017
Entity Address, Address Line One Four Corporate Drive
Entity Address, City or Town Lake Zurich
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60047
City Area Code (847)
Local Phone Number 541-9500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol ACCO
Security Exchange Name NYSE

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