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Acco Brands 10-Q 2010 Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Form 10-Q
For the Quarterly Period Ended June 30, 2010 Commission File Number 001-08454
ACCO Brands Corporation (Exact Name of Registrant as Specified in Its Charter)
300 Tower Parkway Lincolnshire, Illinois 60069 (Address of Registrant’s Principal Executive Office, Including Zip Code) (847) 541-9500 (Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ As of July 20, 2010, the registrant had outstanding 54,874,332 shares of Common Stock.
Table of ContentsCautionary Statement Regarding Forward-Looking Statements. Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of invoking these safe harbor provisions. These forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “will,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “forecast,” “project,” “plan,” or similar expressions. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Because actual results may differ from those predicted by such forward-looking statements, you should not rely on such forward-looking statements when deciding whether to buy, sell or hold the Company’s securities. We undertake no obligation to update these forward-looking statements in the future. For a discussion of important factors that could affect our results, please refer to PART I, ITEM 1A. Risk Factors, contained in the Company’s annual report on Form 10-K for the year ended December 31, 2009, as updated under Part II, Item 1A. Risk Factors in this Form 10-Q and the discussions set forth in PART I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, including under the caption “Forward-Looking Statements,” in this Form 10-Q. Website Access To Securities and Exchange Commission Reports The Company’s Internet website can be found at www.accobrands.com. The Company makes available free of charge on or through its website its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as practicable after the Company files them with, or furnishes them to, the Securities and Exchange Commission. It is suggested that the condensed consolidated financial statements included herein in PART I, ITEM 1. Financial Information, be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2009.
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Table of ContentsTABLE OF CONTENTS
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Table of ContentsPART I — FINANCIAL INFORMATION
ACCO Brands Corporation and Subsidiaries Condensed Consolidated Balance Sheets
See notes to condensed consolidated financial statements.
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Table of ContentsACCO Brands Corporation and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited)
See notes to condensed consolidated financial statements.
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Table of ContentsACCO Brands Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited)
See notes to condensed consolidated financial statements.
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Table of ContentsACCO Brands Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited)
The management of ACCO Brands Corporation (“ACCO Brands” or the “Company”) is responsible for the accuracy and internal consistency of the preparation of the consolidated financial statements and footnotes contained in this quarterly report on Form 10-Q. The condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Although the Company believes the disclosures are adequate to make the information presented not misleading, certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to those rules and regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2009. The condensed consolidated balance sheet as of June 30, 2010, the related condensed consolidated statements of operations for the three and six months ended June 30, 2010 and 2009 and the related condensed consolidated statements of cash flows for the six months ended June 30, 2010 and 2009 are unaudited. The December 31, 2009 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required annually by accounting principles generally accepted in the United States. In the opinion of management, all adjustments consisting of only normal recurring adjustments necessary for a fair presentation of the financial statements have been included. Interim results may not be indicative of results for a full year. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the reported assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Actual results could differ from those estimates. 2. Recent Accounting Pronouncements In January 2010, the Financial Accounting Standards Board issued an update to existing standards on fair value measurements. The guidance requires additional disclosures and clarifications of existing disclosures for recurring and nonrecurring fair value measurements. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2009. The Company adopted this guidance in the first quarter of 2010, the impact of which concerns disclosure only, and its adoption did not impact the Company’s consolidated financial statements. 3. Long-term Debt and Short-term Borrowings Notes payable and long-term debt consisted of the following at June 30, 2010 and December 31, 2009:
As of June 30, 2010, the amount available for borrowings under the Company’s senior secured asset-based revolving credit facility (the “ABL Facility”) was $158.6 million (allowing for $16.4 million of letters of credit outstanding on that date). There were no borrowings outstanding under the Company’s ABL Facility as of June 30, 2010.
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Table of ContentsCompliance with Loan Covenants As of and for the period ended June 30, 2010, the Company was in compliance with all applicable loan covenants. The Company’s ABL Facility would not be affected by a change in its credit rating.
The components of net periodic benefit cost for pension and postretirement plans for the three and six months ended June 30, 2010 and 2009 are as follows:
The Company expects to contribute approximately $14.6 million to its pension plans in 2010. For the six months ended June 30, 2010, the Company has contributed approximately $10.0 million to those plans. U.S. Healthcare Reform Legislation In March 2010, the President of the United States signed into law comprehensive health care reform legislation under the Patient Protection and Affordable Care Act and the Health Care Education and Affordability Reconciliation Act (the “Acts”). The Acts contain provisions that could impact the Company’s accounting for retiree medical benefits in future periods. However, the ultimate extent of that impact, if any, on the Company cannot be determined until final regulations are promulgated under the Acts and additional interpretations of the Acts become available. The Company will continue to assess the accounting implications of the Acts as related regulations and interpretations of the Acts become available. Based on the analysis to date of the provisions in the Acts for which the impacts are reasonably determinable, a re-measurement of the Company’s post-retirement plan liabilities is not required at this time.
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The following table summarizes the Company’s stock-based compensation expense (including stock options, stock-settled stock appreciation rights (“SSARs”), restricted stock units (“RSUs”) and performance stock units (“PSUs”)) for the three and six months ended June 30, 2010 and 2009.
During the first quarter of 2010 the Company’s Board of Directors approved a stock compensation grant, which consisted of 742,500 PSUs for the three year performance period ending December 31, 2012. The Company’s Board of Directors approved additional grants of 17,875 PSUs during the second quarter. The Company recognizes compensation expense for its PSU awards ratably over the performance period based on management’s judgment of the likelihood that performance measures will be attained. Stock-based compensation expense for the three and six months ended June 30, 2010 includes restricted stock units granted to non-employee directors of $0.6 million, which became fully vested on the grant date. Unrecognized compensation expense related to unvested stock options, SSARs, RSUs and PSUs was approximately $0.3 million, $0.4 million, $2.1 million and $3.8 million, respectively, as of June 30, 2010. The unrecognized compensation expense related to stock options, SSARs, RSUs and PSUs will be recognized over a weighted-average period of 0.9 years, 1.9 years, 1.5 years and 2.5 years, respectively.
Inventories are stated at the lower of cost or market value. The components of inventories are as follows:
As more fully described in the Company’s 2009 annual report on Form 10-K, the Company tests goodwill and indefinite-lived intangible assets for impairment at least annually, normally in the second quarter, and on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has been incurred. The Company performed this assessment in the second quarter of 2010 and concluded that no impairment exists.
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Table of ContentsGoodwill Changes in the net carrying amount of goodwill by segment were as follows:
Identifiable Intangible Assets The gross carrying value and accumulated amortization by class of identifiable intangible assets as of June 30, 2010 and December 31, 2009 are as follows:
The Company’s intangible amortization expense was $1.7 million and $1.9 million for the three months ended June 30, 2010 and 2009, respectively, and $3.5 million and $3.6 million for the six months ended June 30, 2010 and 2009, respectively. Estimated 2010 amortization expense is $7.1 million, and is expected to decline by approximately $0.8 million for each of the five years following. As of the end of the second quarter of 2009, in connection with its annual impairment test, the Company tested its other indefinite-lived intangibles, consisting of its indefinite-lived trade names. The analysis resulted in an impairment charge of $1.8 million, of which $0.9 million was recorded in the ACCO Brands Americas segment and $0.9 million was recorded in the ACCO Brands International segment. 8. Restructuring and Other Charges Restructuring The Company has initiated significant restructuring actions, which have resulted in the closure or consolidation of facilities that are engaged in manufacturing and distributing the Company’s products, primarily in North America and Europe. The Company’s cost reduction actions are now complete and no additional charges are anticipated in 2010. However, cash disbursements will continue throughout 2010 with respect to facilities no longer utilized by the business and certain remaining payments due under severance arrangements. The Company recorded income of $0.7 million and $0.8 million during the three and six months ended June 30, 2010, respectively, associated with the release of restructuring reserves no longer required, net of asset impairment charges. During the three and six months ended June 30, 2009, the Company recorded restructuring and asset impairment charges of $9.7 million and $12.1 million, respectively.
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Table of ContentsA summary of the activity in the restructuring accounts and a reconciliation of the liability for, and as of, the six months ended June 30, 2010 are as follows:
Management expects the $3.0 million employee termination costs to be substantially paid within the next twelve months. Cash payments associated with lease termination costs of $3.4 million are expected to continue until the last lease terminates in 2013. Other Charges In addition to the recognition of restructuring costs, the Company also recognized other charges in the prior year period that did not qualify as restructuring. These charges include redundant warehousing or storage costs during the transition to a new distribution center, equipment and other asset move costs, facility overhead and maintenance costs after exit, gains on the sale of exited facilities and employee retention incentives. Within cost of products sold on the Consolidated Statements of Operations for the three and six months ended June 30, 2009, these charges totaled $0.3 million and $1.7 million, respectively. Within advertising, selling, general and administrative expenses on the Consolidated Statements of Operations for the three months ended June 30, 2009, these charges totaled $0.2 million, and for the six months ended June 30, 2009, the Company recognized income of $0.2 million. 9. Income Taxes For the three months ended June 30, 2010, the Company recorded income tax expense from continuing operations of $2.2 million on income before taxes of $7.4 million. Included in this amount is an out-of-period adjustment made to correct an error related to inaccurate calculations of deferred taxes at a foreign subsidiary. The correction of the error increased net income by $2.8 million through an increase in deferred tax assets and a corresponding reduction in income tax expense. The Company determined that the impact of the error was not significant to any current or prior individual period, and accordingly a restatement of prior period amounts was not determined to be necessary. In the second quarter of 2009 income tax expense from continuing operations was $113.2 million on a loss before taxes of $3.5 million. During the second quarter of 2009, the Company established a valuation allowance against its domestic deferred tax assets to reduce them to the value more likely than not to be realized with a corresponding non-cash charge of $108.1 million to the provision for income taxes. The effective tax rate for 2010 is 29.7%. The effective tax rate for 2010 is due to no tax benefit being provided on losses incurred in the U.S. and certain foreign jurisdictions where valuation reserves are recorded against future tax benefits, offset by the benefit of $2.8 million discussed above. For the six months ended June 30, 2010, the Company recorded income tax expense from continuing operations of $9.0 million on income before taxes of $9.7 million. This compares to income tax expense from continuing operations of $112.1 million on a loss before taxes of $8.3 million. The high effective tax rate for 2010 is due to no tax benefit being provided on losses incurred in the U.S. and certain foreign jurisdictions where valuation reserves are recorded against future tax benefits, partially offset by the benefit of $2.8 million discussed above. During the second quarter of 2009 the Company recorded a non-cash charge of $108.1 million to establish a valuation allowance against its U.S. deferred tax assets. The reconciliation of income taxes for the three and six months ended June 30, 2010 and 2009 computed at the U.S. federal statutory income tax rate to the Company’s effective income tax rate for continuing operations is as follows:
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Table of ContentsFor the three months ended June 30, 2010, the Company recorded no income tax expense or benefit from discontinued operations, compared to income tax expense of $2.1 million in the prior year. For the six months ended June 30, 2010, the Company recorded no income tax expense or benefit from discontinued operations, compared to income tax expense of $0.4 million in the prior year. The U.S. federal statute of limitations related to income tax returns remains open for the year 2006 and onward. Foreign and U.S. state jurisdictions have statutes of limitations generally ranging from 3 to 5 years. Years still open to examination by foreign tax authorities in major jurisdictions include Canada (2004 forward) and the United Kingdom (2005 forward). The Company is currently under examination in various foreign jurisdictions. 10. Earnings per Share Total outstanding shares as of June 30, 2010 and 2009 were 54.9 million and 54.5 million, respectively. The calculation of basic earnings per common share is based on the weighted average number of common shares outstanding in the year, or period, over which they were outstanding. The Company’s diluted earnings per common share assumes that any common shares outstanding were increased by shares that would be issued upon exercise of those stock units for which the average market price for the period exceeds the exercise price; less, the shares that could have been purchased by the Company with the related proceeds, including compensation expense measured but not yet recognized, net of tax. Due to the loss from continuing operations during the three and six months ended June 30, 2009, the denominator in the diluted earnings per share calculation does not include the effects of stock awards as it would result in a less dilutive computation. As a result, diluted earnings per share for the three and six months ended June 30, 2009 are the same as basic earnings per share.
The Company has dilutive shares related to its stock-based compensation programs. As of June 30, 2010 and 2009, approximately 4.9 million shares and 7.8 million shares, respectively, related to these programs were excluded from the calculation of diluted earnings per share as their inclusion would have been anti-dilutive. 11. Derivative Financial Instruments The Company is exposed to various market risks, including changes in foreign currency exchange rates and interest rate changes. The Company enters into financial instruments to manage and reduce the impact of these risks, not for trading or speculative purposes. The counterparties to these financial instruments are major financial institutions. The Company continually monitors its foreign currency exposures in order to maximize the overall effectiveness of its foreign currency hedge positions. Principal currencies hedged include the U.S. dollar, Euro and Canadian dollar. The Company is subject to credit risk, which relates to the ability of counterparties to meet their contractual payment obligations or the potential non-performance by counterparties to financial instrument contracts. Management continues to closely monitor the status of the Company’s counterparties and will take action, as appropriate, to further manage its counterparty credit risk. There are no credit contingency features in our derivative financial instruments. On the date in which the Company enters into a derivative, the derivative is designated as a hedge of the identified exposure. The Company measures the effectiveness of its hedging relationships both at hedge inception and on an ongoing basis. Forward Currency Contracts The Company enters into forward foreign currency contracts to reduce the effect of fluctuating foreign currencies, primarily on foreign denominated inventory purchases and intercompany loans. The majority of the Company’s exposure to local currency movements is in Europe, Australia, Canada, Mexico and Japan. Forward currency contracts used to hedge foreign denominated inventory purchases are designated as a cash flow hedge. Unrealized gains and losses on these contracts for inventory purchases are deferred in other comprehensive income until the contracts are settled and the underlying hedged transactions are recognized, at which time the deferred gains or losses will be reported in the
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Table of Contents“Cost of products sold” line in the condensed consolidated statements of operations. As of June 30, 2010 and December 31, 2009, the Company had cash flow designated foreign exchange contracts outstanding with a U.S. dollar equivalent notional value of $61.7 million and $61.9 million, respectively. Forward currency contracts used to hedge foreign denominated intercompany loans are not designated as hedging instruments. Gains and losses on these derivative instruments are recognized within Other (income) expense, net in the Condensed Consolidated Statements of Operations and are largely offset by the changes in the fair value of the hedged item. As of June 30, 2010 and December 31, 2009, the Company had undesignated foreign exchange contracts outstanding with a U.S. dollar equivalent notional value of $79.3 million and $124.6 million, respectively. The periods of the forward foreign exchange contracts correspond to the periods of the hedged transactions, and do not extend beyond 2011. Cross-Currency Swap On September 30, 2009, the Company terminated a cross-currency swap agreement which was entered into in September, 2005. The cross-currency swap was terminated in connection with the issuance of the Company’s senior secured notes and entry into its ABL Facility. Hedge of Net Investment in Foreign Operations Through the end of the third quarter of 2009, the Company had designated third-party term borrowings as a hedge against the exposure of changes in the underlying foreign currency denominated subsidiary net assets. The effective portion of the change in fair value of net investment hedges was recorded in the cumulative translation adjustment account within accumulated other comprehensive income. As of June 30, 2010, the Company did not have term debt designated as net investment hedges. The following table summarizes the fair value of the Company’s derivative financial instruments as of June 30, 2010 and December 31, 2009, respectively.
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Table of ContentsThe following table summarizes the pre-tax effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the three and six months ended June 30, 2010 and 2009, respectively.
12. Fair Value of Financial Instruments The authoritative guidance for fair value measurements requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The guidance classifies the inputs used to measure fair value into the following hierarchy:
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Table of ContentsThe Company utilizes the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company has determined that its financial assets and liabilities are Level 2 in the fair value hierarchy. The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2010 and December 31, 2009:
The Company’s forward currency contracts are included in Other Current Assets or Other Current Liabilities and mature within 12 months. The forward foreign currency exchange contracts are primarily valued based on the foreign currency spot and forward rates quoted by the banks or foreign currency dealers. As such, these derivative instruments are classified within Level 2. The fair values of cash and cash equivalents, notes payable to banks, accounts receivable and accounts payable approximate carrying amounts due principally to their short maturities. The carrying amount of total debt was $726.1 million and $725.8 million and the estimated fair value of total debt was $756.0 million and $770.2 million at June 30, 2010 and December 31, 2009, respectively. The fair values are determined from quoted market prices, where available, and from investment bankers using current interest rates considering credit ratings and the remaining terms of maturity. 13. Comprehensive Loss Comprehensive loss is defined as net income (loss) and other changes in stockholders’ equity from transactions and other events from sources other than stockholders. The table below presents total comprehensive loss for the three and six months ended June 30, 2010 and 2009, respectively.
14. Information on Business Segments The Company’s three business segments are described below. ACCO Brands Americas and ACCO Brands International ACCO Brands Americas and ACCO Brands International – These two segments manufacture, source and sell traditional office products and supplies and document finishing solutions. ACCO Brands Americas comprises the North, Central and South American markets and ACCO Brands International comprises the rest of the world, principally Europe, Australia and Asia-Pacific. Examples of our traditional office products and supplies are staplers, staples, punches, ring binders, trimmers, sheet protectors, hanging file folders, clips and fasteners, data binders, dry-erase boards, dry-erase markers, easels, bulletin boards, overhead projectors, transparencies, laser pointers and screens. These products are sold under leading brands including Quartet®, Rexel, Swingline®, Wilson Jones®, Marbig, NOBO, ACCO®, Derwent and Eastlight. Examples of our document finishing solutions are binding, lamination and punching equipment, binding and lamination supplies, report covers, archival report covers and shredders. These
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Table of Contentsproducts are sold primarily under the GBC® brand. We also provide machine maintenance and repair services sold under the GBC brand. Included in the ACCO Brands Americas segment are our personal organization tools, including time management products, primarily sold under the Day-Timer® brand name. The customer base to which our products are sold is made up of large global and regional resellers of our products. It is through these large resellers that the Company’s products reach the end consumer. Our customer base includes commercial contract stationers, office products superstores, wholesalers, distributors, mail order and internet catalogs, mass merchandisers, club stores and independent dealers. The majority of sales by our customers are to business end-users, which generally seek premium office products that have added value or ease of use features and a reputation for reliability, performance and professional appearance. Some of our document finishing products are sold directly to high volume end-users and commercial reprographic centers and indirectly to lower-volume consumers worldwide. Approximately two-thirds of the Day-Timer business is sold through the direct channel, which markets product through periodic sales catalogs and ships product directly to our end-user customers. The remainder of the business sells to large resellers and commercial dealers. Computer Products Group The Computer Products Group designs, distributes, markets and sells accessories for laptop and desktop computers and Apple® iPod® and iPhone® products. These accessories primarily include security locks, power adapters, input devices such as mice and keyboards, laptop computer carrying cases, hubs and docking stations, ergonomic devices and technology accessories for iPods® and iPhones®. The Computer Products Group sells mostly under the Kensington and Kensington Microsaver® brand names, with the majority of its revenue coming from the U.S. and Western Europe. All of our computer products are manufactured to our specifications by third-party suppliers, principally in Asia, and are stored and distributed from our regional facilities. Our computer products are sold primarily to consumer electronic retailers, information technology value-added resellers, original equipment manufacturers and office products retailers. Financial information by reportable segment is set forth below. Net sales by business segment are as follows:
Operating income by business segment is as follows ( 1) :
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Table of Contents15. Joint Venture Investments Summarized below is financial information for the Company’s joint ventures, which are accounted for under the equity method. Accordingly, the Company has recorded its proportionate share of earnings or losses on the line entitled, “Equity in earnings of joint ventures” in the Condensed Consolidated Statements of Operations.
16. Commitments and Contingencies Pending Litigation The Company and its subsidiaries are defendants in various claims and legal proceedings associated with their business and operations. It is not possible to predict the outcome of the pending actions, but management believes that there are meritorious defenses to these actions and that these actions, if adjudicated or settled in a manner adverse to the Company, would not have a material adverse effect upon the results of operations, cash flows or financial condition of the Company. The Company continually evaluates its exposure to loss contingencies arising from pending or threatened litigation and believes it has made adequate provisions therefore. Nonetheless, assessing and predicting the outcomes of these matters involve substantial uncertainties. It remains possible that despite management’s current belief, material differences in actual outcomes or changes in management’s evaluations or predictions could arise that could have a material adverse impact on the Company’s financial condition or results of operations. Environmental The Company is subject to laws and regulations relating to the protection of the environment. While it is not possible to quantify with certainty the potential impact of actions regarding environmental matters, particularly remediation and other compliance efforts that the Company’s subsidiaries may undertake in the future, in the opinion of management, compliance with the present environmental protection laws, before taking into account any estimated recoveries from third parties, will not have a material adverse effect on the results of operations, cash flows or financial condition of the Company.
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Table of Contents17. Discontinued Operations The financial statement caption “discontinued operations” includes the results of the Company’s former commercial print finishing business. This business was sold during the second quarter of 2009. During the six months ended June 30, 2010, the Company recorded a loss of $0.5 million related to the settlement of litigation accruals attributable to the wind-down of the discontinued operations. The operating results and financial position of discontinued operations are as follows:
Remaining liabilities related to discontinued operations consist principally of litigation accruals and severance costs. 18. Condensed Consolidated Financial Information The Company’s 100% owned domestic subsidiaries have jointly and severally, fully and unconditionally, guaranteed our existing Senior Secured Notes and Senior Subordinated Notes. Rather than filing separate financial statements for each guarantor subsidiary with the Securities and Exchange Commission, the Company has elected to present the following consolidating financial statements, which detail the results of operations for the three and six months ended June 30, 2010 and 2009, cash flows for the six months ended June 30, 2010 and 2009 and financial position as of June 30, 2010 and December 31, 2009 of the Company and its guarantor and non-guarantor subsidiaries (in each case carrying investments under the equity method), and the eliminations necessary to arrive at the reported consolidated financial statements of the Company.
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Table of ContentsCondensed Consolidating Balance Sheets (Unaudited)
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Table of ContentsCondensed Consolidating Balance Sheets
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Table of ContentsCondensed Consolidating Income Statements (Unaudited)
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Table of ContentsCondensed Consolidating Income Statements (Unaudited)
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Table of ContentsCondensed Consolidating Statement of Cash Flows (Unaudited)
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INTRODUCTION ACCO Brands Corporation is one of the world’s largest suppliers of select categories of branded office products (excluding furniture, computers, printers and bulk paper) to the office products resale industry. We design, develop, manufacture and market a wide variety of traditional and computer-related office products, supplies, binding and laminating equipment and related consumable supplies, personal computer accessory products, paper-based time management products and presentation aids and products. Through a focus on research, marketing and innovation, we seek to develop new products that meet the needs of our consumers and commercial end-users, which we believe will increase the product positioning of our brands. We compete through a balance of innovation, a low-cost operating model and an efficient supply chain. We sell products in highly competitive markets, and compete against large international and national companies, regional competitors and against our own customers’ private-label direct sourcing. We sell our products primarily to markets located in North America, Europe and Australia. Our brands include GBC®, Kensington®, Quartet®, Rexel, Swingline®< | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||