ACCO 10-K & 10-Q changes, risk factors and insider trading

The factors that are discussed below, as well as the matters that are generally set forth in this Annual Report on Form 10-K and the documents incorporated by reference herein, could materially and adversely affect the Company’s business, results of operationsoperations, and financial condition. Additional risks and uncertainties that are not presently known to us or that are not deemed material also may materially adversely affect the Company’s business, results of operationsoperations, and financial condition in the future.

Our top ten customers accounted for a significant portion of our net sales. The loss of, or a significant reduction in sales to, or gross profit from, one or more of our top customers, or significant adverse changes to the terms on which we sell our products to one or more of our top customers, has and is likely to continue to have a material adverse effect on our business, results of operationsoperations, and financial condition.

The size, scalescale, and relative competitive market position of certain large customers gives them significant leverage in business negotiations. Additionally, the competitive environment in which our large customers operate has made and will continue to make our business with them challenging and unpredictable.

Our customer concentration increases our customer credit risk. If any of our larger customers were to face liquidity issues, become insolvent or file for bankruptcy, we have and could continue to be adversely impacted due to not only a reduction in future sales but also delays or defaults in the payment of existing accounts receivable balances. Such a result could adversely impact our cash flows, results of operations, and financial condition.

Our business depends on discretionary spending, and, as a result, our sales and operating results are highly dependent on consumer and business confidence and the health of the economies in the countries in which we operate. During periods of economic uncertainty or weakness, we have and continue to experience lower demand from our reseller customers who often reduce inventories, both to reduce their own working capital investments and because demand for our products decreases as consumers switch to private label and other branded and/or generic products that compete on price and quality, or forgo purchases altogether. Overall, adverse economic conditions, including high inflation, varying interest rates, and sustained periods of economic uncertainty or weakness in one or more of the geographic markets in which we operate, whatever the cause, have negatively affected, and we expect will continue to negatively affect, our sales and profitability, results of operations, cash flowflow, and financial condition.

The Company has foreign currency translation and transaction exposure that has, and is likely to continue to, materially affect the Company’s sales, results of operations, financial conditioncondition, and liquidity.

A majority of our net sales are transacted in a currency other than the U.S. dollar. Our primary exposure to currency movements relative to the U.S. dollar is in the Euro, the Swedish krona, the British pound, the Brazilian real, the Australian dollar, the Canadian dollardollar, and the Mexican peso. Currency exchange rates can be volatile, especially in times of global, political and economic tension or uncertainty. Additionally, government actions such as currency devaluations, foreign exchange controls, and imposition of tariffs or other trade restrictions, among other things, can further negatively impact, and increase the volatility of, foreign currency exchange rates.

The fluctuations in the foreign currency rates relative to the U.S. dollar cause translation, transaction, and other gains and losses in our non-U.S.-based businesses, which impact our sales, profitabilityprofitability, and cash flow. Our primary exposure is from translation of our foreign operations' results. Generally, the strengthening of the U.S. dollar against foreign currencies negatively impacts the Company’s reported sales and operating margins. Conversely, the weakening of the U.S. dollar against foreign currencies generally has a positive effect.effect on the Company’s sales and operating margins.

Challenges related to the highly competitive business environment in which we operate have, and are likely to continue to have, a material adverse effect on our business, results of operationsoperations, and financial condition.

We operate in a highly competitive environment characterized by large, sophisticated customers, low barriers to entry for certain of our products, and competition from a wide range of products and services (including private label products and electronic and digital products and services that can replace or render certain of our products obsolete). We have seen, and expect to continue to see, increased competition from private label brands as well as increased price competition from branded competitors, especially in periods of economic uncertainty and weakness when customers and consumers turn to alternative or lower cost productsproducts, including digital solutions, and overall demand for our products is lower.

Our success depends on our ability to invest in innovation and product development and successfully anticipate, develop and market products that appeal to the changing needs and preferences of consumers and other end-users. Additionally, part of our strategy is to develop new, excitingexciting, and differentiated products which we believe help us to sustain category leading positions and drive significant long-term growth. There can be no assurance that we will make the right investment choices or be successful in developing innovative products. If we are unable to successfully increase sales and margins by expanding our product assortment, our business, results of operationsoperations, and financial condition could be adversely affected.

Emerging markets, such as Brazil and Mexico, generally involve more financial, operational, regulatory and compliance risks than more mature markets. As we expand and grow in these markets, we increase our exposure to these risks. These risks include currency transfer restrictions, currency fluctuations, changes in international trade and tax policies and regulations (including import and export restrictions), and a lack of well-established or reliable legal systems. Additionally, in some cases, emerging markets also have greater political and economic volatility, greater vulnerability to infrastructure and labor disruptions, and are more susceptible to corruption, civil unrest, military disruptions, terrorism, public health emergencies, severe weather conditions, and natural disasters. Weak or corrupt legal systems may affect our ability to protect and enforce our intellectual property, contractual and other rights. Further, these emerging markets are generally more remote from our headquarters' location and have different cultures that may make it more difficult to impose corporate standards and procedures and the extraterritorial laws of the U.S. and other jurisdictions, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery ActAct, and other similar laws.

If we are unable to profitably grow our existing emerging market businesses or expand into other emerging markets, achieve the return on capital we expect as a result of our investments, or effectively manage the risks inherent in operating in these markets, our business, results of operationsoperations, and financial condition could be adversely affected.

A number of our products and brands consist of paper-based and related products. As use of technology-based tools continues to rise worldwide and the nature of hybrid work and schooleducation evolves demand for many of our products, especially for our traditional paper-based and related products has declined. This trend was accelerated by the COVID-19 pandemic and we expect that demand for these products will continue to decline. Additionally, regulatory developments - such as the recent decision by the German government to replace paper-based processes with digital solutions - continue to accelerate this decline in demand. The decline in the overall demand for certain of the products we sell has materially adversely impacted our business and results of operations, and we expect it will continue to do so.

Our school and technology accessories businesses are seasonal, which has impacted, and may in the future impact, our ability to accurately forecast our operating resultsresults, and working capital requirements.

Our inability to secure, protect and maintain rights to intellectual property could have an adverse impact on our business. In particular, the success and future growth of our gamingtechnology accessories business depends on its ability to license the right to use the trademarks and other intellectual property ofand/or receive certifications as to the majorcompatibility gamingof consoleour makerstechnology andproducts videowith gamethird publishers.parties.

We consider our intellectual property rights, particularly and most notably our trademarks andtrademarks, trade names, and software product certifications, but also our patents, trade secrets, trade dress, copyrights, and licensing agreements, to be an important and valuable part of our business. Our failure to obtain or adequately protect our intellectual property rights, or any change in lawlaw, limitation or termination of our intellectual property rights by third parties, or other changes that serve to lessen or remove the current legal protections of our intellectual property, may diminish our competitiveness, dilute the value of our brands, cause confusion in the marketplace, and materially impact our sales and profitability.

Our gaming accessories business licenses technology, trademarks and other intellectual property from the three major gaming console manufacturers and numerous video game publishers. Additionally,Our ouraudio products are certified compatible with major communication platforms. Our ability to expand our gamingtechnology accessories business into certain new geographies or product types requires that we obtain additional licensing rights and/or certifications from thethird parties including gaming console manufacturers andmanufacturers, video game publishers.publishers and communication software companies and platforms. There can be no assurance that we will be able to obtain these additional licensing rights. The loss, inability to obtain, or non-renewal of one or more of these licenses would, in all likelihood, materially and adversely impact our sales, results of operationsoperations, and financial condition.

ACCO Brands is a leading global consumer, technology and business branded products company, providing well-known brands and innovative product solutions used in schools, homes and at work. These brands include At-A-Glance,At-A-Glance®, Barrilito,Barrilito®, Esselte,Buro® Esselte®, Five Star,Star®, Foroni,Foroni®, GBC,GBC®, Hilroy,Hilroy®, Kensington,Kensington®, Leitz,Leitz®, Mead,Mead®, PowerA,PowerA®, Quartet,Quartet®, Rapid,Rapid®, Swingline,Swingline®, Tilibra®, and other.others. Our products are sold primarily in the U.S., Europe, Australia, Canada, BrazilBrazil, and Mexico.

Effective January 1, 2024, theThe Company reorganized intohas two operating segments, the Americas and International. Americas includes the U.S., Canada, Brazil, MexicoMexico, and Chile and International includes EMEA, Australia, New ZealandZealand, and Asia. This reorganization has and will continue to simplify and delayer the Company's operating structure and reduce costs through headcount reductions, supply change optimization, global footprint rationalization, and better leverage of our sourcing capabilities. Prior period results have been reclassified to reflect this change in our operating segments. Each operating segment designs, markets, sources, manufactures and sells recognized consumer, technologytechnology, and business branded products used in schools, homeshomes, and at work. Product designs are tailored to end-user preferences in each geographic region, and where possible, leverage common engineering, designdesign, and sourcing.

Our product categories include gaming and computer accessories; storage and organization; notebooks; shredding; laminating and binding machines; stapling; punching; planners; dry erase boards; and do-it-yourself tools, among others. We distribute our products through a wide variety of channels to ensure that our products are readily and conveniently available for purchase by consumers and other end-users, wherever they prefer to shop. These channels include mass retailers, e-tailers, technology distributors, discount, drug/grocery and variety chains, warehouse clubs, hardware and specialty stores, independent office product dealers, office superstores, wholesalers, contract stationers, and contractspecialist stationers.technology businesses. We also sell directly through e-commerce sites and our direct sales organization.

In 2024,2025, our net sales decreased $166.6$141.5 million, or 9.18.5 percent, compared to the prior year. Globally, demand was softer for certain office related products. In addition, thesales declinewere impacted by tariff disruptions in sales reflects lower back-to-school purchases by our customers in ourthe Americas operating segment, as well as the exit of lower margin business, primarily in North America. These declines were partially offset by growth in the technologyUnited accessories categories.States. Gross margin increaseddecreased 7050 basis points compared to the prior-year period, primarily due to the impact of cost reduction actions, partly offset by the impact of volume declines.declines and tariff related impacts.

We reported aoperating netincome of $92.3 million in 2025 compared to an operating loss of $101.6$37.0 million,million orin $(1.06)2024. perThe share,increase comparedwas primarily due to a net loss of $21.8 million, or $(0.23) per share in the prior year. The reported net loss reflects higheryear non-cash goodwill and intangible asset impairment charges and lower benefits from discrete tax items.charge.

For the year ended December 31, 2024,2025, net sales decreased $166.6$141.5 million, or 9.18.5 percent,percent. includingFavorable $19.3foreign exchange increased sales by $13.2 million, or 1.10.8 percent, from adverse foreign exchange.percent. Comparable net sales decreased 8.09.3 percent. The reported sales decline was driven by lower volume, which was down 7.9$161.0 million or 9.7 percent, primarily due to softerlower global business and consumer demand for certain office related product categories, lower back-to-school purchases by our customers in our Americas operating segment,consumer and the exit of lower margin business primarilyproducts inand Northtariff-related Americaimpacts, which accounted for approximately 2.0 percent of the decline. These declines were partlypartially offset by growththe acquisition of Buro (for more information see "Note 3. Acquisitions" to the Consolidated Financial Statements contained in thePart technologyII, accessoriesItem categories.8. of this report).

For the year ended December 31, 2024,2025, gross profit decreased $42.9$55.4 million, or 7.210.0 percent, primarily due to volume declinesdeclines, reduced fixed-cost absorption, and impacts from tariffs, partly offset by thesavings positiveresulting impactfrom ofour global cost reductions, including productivity, product mix and sourcingreduction actions. Gross profit margin improveddeclined 7050 basis points. AdverseFavorable foreign exchange reducedincreased gross profit by $6.2$5.4 million, or 1.0 percent.

Selling, General and Administrative Expenses ("SG&A")

For the year ended December 31, 2024,2025, SG&A decreased $27.8$19.0 million, or 7.15.2 percent,percent. primarilyThe decrease was due to the positive impact of global cost reduction actions and lower incentive compensation expense,expense. partly offset by people cost inflation. FavorableAdverse foreign exchange reducedincreased SG&A by $2.3$2.2 million, or 0.6 percent.

Operating Income (Loss) Income

For the year ended December 31, 2024,2025, we reported an operating lossincome of $37.0$92.3 million compared to incomea loss of $44.7$37.0 million in the prior year. The declineprior year operating loss was primarily due to higher non-cash impairment charges oftotaling $75.7$165.2 million related to goodwill and an indefinite-lived trade name within our Americas reporting unit. The current year period was impacted by lower grosssales profit,volume, reduced fixed-cost absorption and $4.8 million of higher restructuring expense, partly offset by lowera SG&Anet gain of $6.8 million primarily related to the sale of facilities in Sidney, New York and Barcelona, Spain and the benefit of cost reduction actions and lower restructuringincentive expensescompensation asexpense. notedFavorable above. Foreignforeign exchange reducedincreased operating lossincome $3.3$1.8 million, or 7.44.9 percent.

Interest ExpenseExpense, Net

For the year ended December 31, 2024,2025, interest expenseexpense, net decreased $6.0$8.7 million,million or 19.3 percent, primarily due to lower variable interest rates on lower variable debt balances versus the prior year. The weighted average interest rate on $264.7$265.9 million of outstanding variable rate debt as of December 31, 20242025, decreased to 5.154.66 percent from 6.385.15 percent in the prior year.

For the year ended December 31, 2024,2025, we recorded income tax expense of $7.8 million on income before taxes of $49.1 million. This compared with income tax expense of $14.3 million on a loss before taxes of $87.3 million. This compared with an income tax expense of $8.7 million on loss before taxes of $13.1 million for the year ended December 31, 2023.2024. TheAfter increaseremoving the impacts of the 2024 non-cash impairment charges, the decrease in income tax expense versus 2024 was primarily due to ana reduction of income before income tax, the tax benefit recorded in 2025 from the releasesettlement of certain unrecognized tax benefits related to the Brazil Tax AssessmentsAssessments, in 2023 of $13.3 million which did not repeat, partlypartially offset by the tax expense for a reductionforeign instatutory pretaxtax bookrate income.change.

Segment Net Sales and Operating Income (Loss) Income for the Years Ended December 31, 20242025 and 20232024

Segment operating income (loss) excludes corporate costs. See "Part II, Item 8. Note 17.18. Information on Operating Segments" for a reconciliation of total "Segment operating income (loss) income" to "Income (Loss) income before income tax."

For the year ended December 31, 2024,2025, operating income increaseddecreased $4.5$19.9 million, or 9.136.8 percent, primarily due to pricelower increasessales volume and costhigher reductionrestructuring actions,costs of $7.2 million in the current year, partly offset by cost savings, price increases, lower incentive compensation and the impactnet gain of lower$1.1 volume.million Adverseprimarily related to the sale of a facility in Barcelona, Spain. Favorable foreign exchange reducedincreased operating income by $0.5$1.5 million, or 1.02.8 percent.

Our primary liquidity needs are to support our working capital requirements, service indebtedness and fund capital expenditures, dividends, stock repurchases and acquisitions. Our principal sources of liquidity are cash flows from operating activities, cash and cash equivalents held and seasonal borrowings under our $467.5 million multi-currency revolving credit facility (the "Revolving Facility"). As of December 31, 2024,2025, there was $126.3$164.6 million in borrowings outstanding under the Revolving Facility ($34.4$23.6 million reported in "Current portion of long-term debt" and $91.9$141.0 million reported in "Long-term debt, net"), and the amount available for borrowings was $329.6$292.3 million (allowing for $11.6$10.6 million of letters of credit outstanding on that date). We had $74.1$64.4 million in cash on hand as of December 31, 2024.2025, and our total available liquidity (cash and availability under our credit facilities) was $356.7 million.

As of December 31, 2024,2025, the applicable rate on Euro, Australian and Canadian dollar loans was 2.002.25 percent and the applicable rate on Base Rate loans was 1.001.25 percent. Undrawn amounts under the Revolving Facility are subject to a commitment fee rate of 0.25 percent to 0.375 percent per annum, depending on the Company's Consolidated Leverage Ratio. As of December 31, 2024,2025, the commitment fee rate was 0.350.375 percent. Pursuant to the July 29, 2025 amendment to the Credit Agreement, pricing is fixed at Tier 1 (>4.25x) until December 31, 2026.

The Company is required to comply with the maximum Consolidated Leverage Ratio covenant described above and a minimum Interest Coverage Ratio covenant. As of December 31, 2024,2025, our Consolidated Leverage Ratio was approximately 3.384.13 to 1.00 versus our maximum covenant of 4.004.50 to 1.00. Our Interest Coverage Ratio was approximately 5.355.51 to 1.00 versus the minimum covenant of 3.00 to 1.00.

The Credit Agreement contains customary affirmative and negative covenants as well as events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults, certain bankruptcy or insolvency events, certain ERISA-related events, changes in control or ownershipownership, and invalidity of any loan document. The Credit Agreement also establishes limitations on the aggregate amount of Permitted Acquisitions and Investments (each as defined in the Credit Agreement) that the Company and its subsidiaries may make during the term of the Credit Agreement.

As of and for the periodsperiod ended December 31, 2024 and December 31, 2023,2025, the Company was in compliance with all applicable loan covenants under the Credit Agreement and the Senior Unsecured Notes.

The Company may implement restructuring, realignmentrealignment, or cost-reduction plans and activities, including those related to integrating acquired businesses.

During 2024, the Company announced a multi-year restructuring and cost savings program, with currently anticipated annualized pre-tax cost savings of at least $60.0 million when fully realized. Given the macro uncertainties, the Company has increased its savings target by $40.0 million and now anticipates the multi-year program to yield approximately $100.0 million in annualized savings by the end of 2026. The program incorporates initiatives to simplify and delayer the Company's operating structure and reduce costs through headcount reductions, supply chain optimization, global footprint rationalization, and better leveraging the Company's sourcing capabilities. Since inception, the Company has realized over $60.0 million in pre-tariff savings.

During the year ended December 31, 2024,2025, the Company recorded $16.8$21.6 million in restructuring expenses: $6.5$7.7 million of restructuring expense for our Americas segment; $6.9$14.1 million for our International segment; and $3.4$0.2 million forcredit from the release of reserves within Corporate. Restructuring charges in 20242025 were primarily for severance costs related to cost reduction initiatives.

During the year ended December 31, 2024,2025, our cash and cash equivalents increaseddecreased $7.7$9.7 million compared to an increase of $4.2$7.7 million during the prior year. The following table summarizes our cash flows for the periods presented:

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended MarchJune 31,30, 2026 and 2025 should be read in conjunction with the unaudited condensed consolidated financial statements of ACCO Brands Corporation and the accompanying notes contained therein.

The firstsecond quarter benefited from favorable foreign exchange and the acquisition of EPOS,EPOS includingand afavorable preliminaryforeign bargain purchase gain of $37.6 million.exchange. The Company continues to be impacted by softer global demand primarily due to lower consumer and office spending, the weak macroeconomic conditions,spending and geopolitical instability. We expect these collective global trends and the impact of evolving trade policy to continue to impact our results of operations.

During the firstsecond quarter, our net sales increased $26.3$20.3 million, or 8.35.1 percent, compared to the prior year's firstsecond quarter. The net sales increase reflects favorable foreign exchange and the acquisition of EPOS.EPOS and favorable foreign exchange. Growth in the Americas segment's learning and creative category was partially offset by organic declines within the International segment.

Our operating cash flow for the first threesix months was cash providedused of $3.5$31.8 million compared to cash providedused of $5.5$33.4 million in the prior year primarily reflecting reductions in working capital. Our operating cash flow continues to be seasonal with a historic pattern of strong inflows during the second half of the year.

Response to Tariffs

Consolidated Results of Operations for the Three and Six Months Ended MarchJune 31,30, 2026 and 2025

For the three months ended MarchJune 31,30, 2026, net sales increased $26.3$20.3 million, or 8.35.1 percent,percent. including $19.1$22.4 million of sales from the acquisition of EPOS and $6.9 million, or 6.01.7 percent from favorable foreign exchange as well as $15.2 million of sales from EPOS.exchange. Comparable net sales decreased 2.52.3 percent drivenwhich byincludes lower volume,volume whichof was down $12.6$12.8 million, or 4.03.2 percent, primarilyas duegrowth toin lowerthe globalAmericas demandsegment's for consumerlearning and businesscreative products,category partlywas more than offset by pricedeclines increases.in the International segment and technology peripherals globally.

For the three months ended MarchJune 31,30, 2026, gross profit increased $7.2$4.4 million, or 7.23.4 percent, primarily due to acquisition of EPOS and savings resulting from our global cost reduction actions.actions and the acquisition of EPOS, partially offset by $3.4 million of inventory step-up amortization. Favorable foreign exchange increased gross profit by $1.8 million, or 1.4 percent.

For the three months ended MarchJune 31,30, 2026, SG&A increased $6.4$8.6 million, or 6.910.4 percent. The increase was due to unfavorable foreign exchange, the acquisition of EPOS, a Brazil indirect tax, and aadverse litigationforeign settlement,exchange which more than offsettingoffset the positive impact of global cost reductions.

Operating LossIncome

For the threesix months ended MarchJune 31,30, 2026, we recorded a $36.5 million preliminary bargain purchase gain related to our acquisition of EPOS.

Income Tax Expense (Benefit)

For the three months ended MarchJune 31,30, 2026, we recorded an income tax benefitexpense of $4.5$5.6 million on income before taxes of $14.9$19.7 million. For the three months ended MarchJune 31,30, 2025, we recorded an income tax benefit of $3.3$6.5 million on a lossincome before taxes of $16.5$22.7 million. In June 2025, the Company entered into a settlement related to the Brazil Tax Assessments resulting in a net tax benefit of $13.4 million.

Segment Net Sales and Operating Income for the Three and Six Months Ended MarchJune 31,30, 2026 and 2025

Segment operating income excludes corporate costs. See "Part I, Item 1. Note 17. Information on Operating Segments" for a reconciliation of total "Segment operating income" to "Income (loss) before income tax."

For the three months ended MarchJune 31,30, 2026, net sales increased $4.6$14.4 million, or 2.65.8 percent, including $5.1$6.6 million of sales from the acquisition of EPOS and $3.3 million, or 2.91.3 percent, from favorable foreign exchange and $3.5 million from the acquisition of EPOS.exchange. Comparable net sales decreasedincreased 2.31.8 percent primarily driven by lowerprice and program of $3.3 million, or 1.3 percent and higher volume, which was downup $7.6$1.2 million, or 4.40.5 percent,percent. primarilyThe duevolume toincrease lowerwas demanddriven forby consumerstrong performance in the learning and businesscreative products, partly offset by growthcategory in LatinNorth America and Mexico, more than offsetting declines in computerworkspace accessories.solutions Price,and nettechnology of customer programs increased sales by $3.6 million, or 2.1 percent.peripherals.

For the three months ended MarchJune 31,30, 2026, we reported operating income increasedof $2.5$46.4 millionmillion, primarilycompared drivento byoperating income of $40.7 million. The current year quarter benefited from cost savings and thehigher acquisitionsales of EPOS,volume, partly offset by higher restructuring primarily related to the integrationprior year gain on sale of EPOS.our Sidney, New York facility of $5.7 million.

Segment operating (loss) income excludes corporate costs. See "Part I, Item 1. Note 17. Information on Operating Segments" for a reconciliation of total "Segment operating (loss) income" to "Income (loss) before income tax."

For the three months ended MarchJune 31,30, 2026, net sales increased $21.7$5.9 millionmillion, or 15.14.0 percent, including $14.0$15.8 million of sales from the acquisition of EPOS and $3.6 million, or 9.82.5 percent of favorable foreign exchange and $11.7 million from the acquisition of EPOS.exchange. Comparable net sales decreased 2.89.3 percent driven by lower volume, which was down $5.0$14.0 million, or 3.59.6 percent, primarily due to reduced demand for businessoffice products,product categories, partly offsettingoffset by the benefit of price increasesincreases, net of $1.0programs of $0.5 million, or 0.70.3 percent.

For the threesix months ended MarchJune 31,30, 2026, we reported an operating loss of $2.4 million compared to operating income decreasedof $2.7$5.9 million primarily due to higherlower restructuringorganic costssales volume, fixed cost deleveraging and amortization of $4.0inventory millionstep primarily related to the integration of EPOS,up, partly offset by favorable foreign exchange and cost savings. The prior year benefited from the gain on sale of our Barcelona, Spain facility for $1.2 million.

Our primary liquidity needs are to support our working capital requirements, service indebtedness and fund capital expenditures, dividends, acquisitions, and stock repurchases. Our principal sources of liquidity are cash flows from operating activities, cash and cash equivalents held, and seasonal borrowings under our $467.5 million multi-currency revolving credit facility (the "Revolving Facility"). As of MarchJune 31,30, 2026, there was $205.3$251.6 million in borrowings outstanding under the Revolving Facility ($17.8$12.8 million reported in "Current portion of long-term debt" and $187.5$238.8 million reported in "Long-term debt, net"), and the amount available for borrowings was $252.3$204.8 million (allowing for $9.9$11.1 million of letters of credit outstanding on that date). We had $118.9$106.4 million in cash on hand as of MarchJune 31,30, 2026, and our total available liquidity (cash and availability under our credit facilities) was $371.2$311.2 million.

As of MarchJune 31,30, 2026, our Consolidated Leverage Ratio was approximately 4.144.30 to 1.00 versus our maximum covenant of 4.75 to 1.00. We have no debt maturities before March 2029. Debt currently outstanding under our Credit Agreement is due on October 30, 2029, with the requirement that we refinance our senior unsecured notes by September 2028.

The $326.0$358.8 million of debt currently outstanding under our senior secured credit facilities had a weighted average interest rate of 4.945.21 percent as of MarchJune 31,30, 2026, and the $575.0 million outstanding principal amount of our senior unsecured notes due March 2029 have a fixed interest rate of 4.25 percent.

During 2024, the Company announced a multi-year restructuring and cost savings program, with currently anticipated annualized pre-tax cost savings of approximately $100.0 million by the end of 2026. The program incorporates initiatives to simplify and delayer the Company's operating structure and reduce costs through headcount reductions, supply chain optimization, global footprint rationalization, and better leveraging the Company's sourcing capabilities. In the first quarterhalf of the current year the Company realized approximately $10.0$20.0 million in pre-tariff savings and approximately $70.0$80.0 million since inception of the program.

During the first quarterhalf of the current year, we recorded restructuring costs of $6.7$8.0 million primarily related to the integration of EPOS.

Cash Flow for the ThreeSix Months Ended MarchJune 31,30, 2026 and 2025

During the threesix months ended MarchJune 31,30, 2026, our cash and cash equivalents increased $54.5$42.0 million, as compared to an increase of $60.5$59.2 million in the first threesix months of the prior year. The following table summarizes our cash flows for the periods presented:

Cash providedused by operating activities during the threesix months ended MarchJune 31,30, 2025,2026, was driven by cash inflowsused of $13.1 million (excluding the non-cash impacts primarily of the amortization of intangibles, depreciation, and stock-based compensation expense that are included in our net loss). Cash was also provided byfor trade working capital wasof $72.9$25.7 million, which includes accountaccounts receivable, inventory, and accounts payable.payable Theseas werewell partially offsetas by a net cash outflow of $80.5 million for allfrom other assets and liabilities of $47.0 million including cash payments for restructuring, taxes, interest, pensions, and incentives.incentive compensation. These were partially offset by cash inflows of $40.9 million after excluding non-cash impacts primarily from amortization of intangibles, depreciation, stock-based compensation expense, and the preliminary bargain purchase gain related to the acquisition of EPOS from our net income.

Cash used by investing activities during the threesix months ended MarchJune 31,30, 2026, was primarily due to capital expenditures and $1.1 million of cash used for the acquisition of EPOS, net of cash acquired as well as capital expenditures.acquired.

Cash used by investing activities during the threesix months ended MarchJune 31,30, 2025, was primarily due to $10.1 million of cash used for the acquisition of Buro Seating as well as capital expenditures.expenditures, largely offset by $16.5 million in proceeds from the sale of our facilities in Sidney, New York and Barcelona, Spain.

Cash provided by financing activities during the threesix months ended MarchJune 31,30, 2026, was primarily due to borrowings exceeding debt repayments, partially offset by dividend payments and payments related to tax withholding for stock-based compensation.

Cash provided by financing activities during the threesix months ended MarchJune 31,30, 2025, was primarily due to borrowings exceeding debt repayments, partially offset by dividend payments and $15.0$15.1 million in repurchases of common stock.