UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedMarch 31,September 30, 2017

OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934 

For the transition period from ______ to ______

__________________

Commission file number001-07698

ACME UNITED CORPORATION

(Exact name of registrant as specified in its charter)

__________________

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

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  [X]     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 (Sec. 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  [X]     No  [_]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer [_]     Accelerated filer [_]     Non-accelerated filer [_]     Smaller reporting company [X]

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. [_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  [_]     No  [X]

As of May 1,October 24, 2017 the registrant had outstanding 3,354,7123,374,061 shares of its $2.50 par value Common Stock.

ACME UNITED CORPORATION

INDEX

PARTPart I - FINANCIAL INFORMATION

Item 1: Financial Statements

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(all amounts in thousands)

See Notes to Condensed Consolidated Financial Statements

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

(all amounts in thousands, except share amounts)

See Notes to Condensed Consolidated Financial Statements

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(all amounts in thousands, except per share amounts)

See Notes to Condensed Consolidated Financial Statements

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(all amounts in thousands)

See Notes to Condensed Consolidated Financial Statements

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(all amounts in thousands)

See Notes to Condensed Consolidated Financial Statements

ACME UNITED CORPORATION

Notes to CONDENSED CONSOLIDATED Financial Statements

(UNAUDITED)

1. Basis of Presentation

In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments necessary to present fairly the financial position, results of operations and cash flows of Acme United Corporation (the “Company”). These adjustments are of a normal, recurring nature. However, the financial statements do not include all of the disclosures normally required by accounting principles generally accepted in the United States of America or those normally made in the Company's Annual Report on Form 10-K. Please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2016 for such disclosures. The condensed consolidated balance sheet as of December 31, 2016 was derived from the audited consolidated balance sheet as of that date. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in the Company’s 2016 Annual Report on Form 10-K.

The Company has evaluated events and transactions subsequent to March 31,September 30, 2017 and through the date these condensed consolidated financial statements were included in this Form 10-Q and filed with the SEC.

Recently Issued and Adopted Accounting Guidance

In March2016,theFASB issuedASU2016-09 toimprovethe accounting foremployee share-basedpayments. This standard simplifies several aspectsofthe accounting for share-basedpayment awardtransactions,includingtheincome taxconsequences, classificationof awards aseitherequityor liabilities, and classificationonthe statementof cash flows, as partofFASB’ssimplificationinitiative to reduce costandcomplexity inaccountingstandards whilemaintainingor improvingthe usefulnessofthe informationprovided tothe usersof financial state. The new standard was effective for the Company beginning on January 1, 2017. The effect of ASU 2016-09 did not have a material impact on the consolidated financial statements for the three months ended March 31, 2017.

InFebruary 2016, the FASB issued guidance that will change therequirements for accounting for leases. The principal changeunder thenewaccounting guidance is that lesseesunder leasesclassifiedas operating leases will recognize a right-of-use assetand a lease liability.Currentlease accountingdoesnotrequire lesseesto recognizeassetsand liabilities arisingunderoperating leaseson the balance sheet.Under thenew guidance, lessees (including lesseesunder leasesclassifiedas finance leasesand operating leases) will recognize a right-to-use assetand a lease liabilityon the balance sheet, initially measuredas thepresent valueof lease paymentsunder the lease. Expense recognitionandcash flow presentation guidance willbe baseduponwhether the lease isclassifiedas an operating leaseor a finance lease (theclassification criteria for distinguishingbetween finance leasesand operating leases is substantially similarto theclassification criteria for distinguishingbetween capital leasesand operating leasesundercurrent guidance). The standard iseffective forfiscal years,and interimperiods within thosefiscal years,beginning after December15,2018. Earlyadoption is permitted. Thenew standard mustbe adopted using a modified retrospective transitionapproach for capitaland operating leases existing at,or entered intoafter,thebeginning of the earliest comparativeperiod presented in the financial statements; the guidance provides certain practical expedients. The Company is currently evaluating this guidanceto determineitsimpacton the Company’s resultsof operations,cash flowsand financial position.Standards

In January 2017, the FASBFinancial Accounting Standards Board (FASB) issued ASUAuditing Standards Update (ASU) No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new amendments, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. We adopted this guidance prospectively at the beginning of first quarter 2017 which will simplifyand it has not had a material impact on our future goodwill impairment testing.financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The new guidance clarifies the definition of a business in order to allow for the evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The new guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adopting this guidance.years. We do not expect that ASU 2017-01 will have a material impact on our financial statements.

In March 2016, the FASB issued ASU 2016-09 to improve the accounting for employee share-based payments. This standard simplifies several aspects of the accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows, as part of FASB’s simplification initiative to reduce cost and complexity in accounting standards while maintaining or improving the usefulness of the information provided to the users of financial statements. The new standard was effective for the Company beginning on January 1, 2017. The adoption of the new standard resulted in the recognition of excess tax benefits in the amount of approximately $350,000 in our provision for income taxes within the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2017, rather than additional paid-in capital.Additionally, our Condensed Consolidated Statement of Cash Flows now present excess tax benefits as an operating activity included in other accrued liabilities, adjusted prospectively.

In February 2016, the FASB issued guidance that will change the requirements for accounting for leases. The principal change under the new accounting guidance is that lessees under leases classified as operating leases will recognize a right-of-use asset and a lease liability. Current lease accounting does not require lessees to recognize assets and liabilities arising under operating leases on the balance sheet. Under the new guidance, lessees (including lessees under leases classified as finance leases and operating leases) will recognize a right-to-use asset and a lease liability on the balance sheet, initially measured as the present value of lease payments under the lease. Expense recognition and cash flow presentation guidance will be based upon whether the lease is classified as an operating lease or a finance lease (the classification criteria for distinguishing between finance leases and operating leases is substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current guidance). The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition approach for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements; the guidance provides certain practical expedients. The Company will evaluate this guidance in 2018 to determine its impact on the Company’s results of operations, cash flows and financial position.

In May 2014, the FASB issued ASU No. 2014-09,Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services.  ASU 2014-09 supersedes most existing revenue recognition guidance in U.S. GAAP.  In August 2015, the FASB issued ASU No. 2015-14,Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”), which had the effect of deferring the effective date of ASU 2014-09 to March 1, 2018 for the Company.  Early adoption of ASU 2014-09 became permitted in the first quarter of fiscal year 2017.  The Company expects to adopt ASU 2014-09 in the first quarter of 2018.  The guidance permits the use of either the retrospective or cumulative effect transition method.  We have not yet selected a transition method, and we continue to evaluate the effect that the updated standard will have on our consolidated financial condition, results of operations and cash flows. We generally do not have significant customer contracts and do not provide post-delivery services. As such, adoption of the new guidance is not expected to result in a significant change in the amount of revenue recognized or the timing of when such revenue is recognized and accordingly we do not expect adoption of the guidance to have a material impact on our financial results.

2. Contingencies

The Company ismay be involved from time to time in disputes and other litigation in the ordinary course of business and may encounter other contingencies, which may include environmental and other matters. There are no pending material legal proceedings to which the registrant is a party, or, to the actual knowledge of the Company, contemplated by any governmental authority.

In 2014, the Company sold its Fremont, NC distribution facility for $850,000 in cash. Under the terms of the sale agreement, the Company is responsible to remediate any environmental contamination on the property. In conjunction with the sale of the property, the Company recorded a liability of $300,000 in the second quarter of 2014, related to the remediation of the property. The accrual includes the total estimated costs of remedial activities and post-remediation monitoring costs.

Remediation work on the project was completed in 2015. The monitoring period is expected to be completed by the end of 2020.

The change in the accrual for environmental remediation for the threenine months ended March 31,September 30, 2017 follows (in thousands):

3. Pension

Components of net periodic benefit cost (income) are as follows (in thousands):

The Company’s funding policy with respect to its qualified plan is to contribute at least the minimum amount required by applicable laws and regulations. In 2017, the Company is not required to contribute to the plan. As of March 31,September 30, 2017, the Company had not made any contributions to the plan in 2017 and the Company does not anticipate that it will make any such contributions in the balance of 2017.

4. Debt and Shareholders’ Equity

On January 27, 2017, the Company amended its revolving credit loan agreement with HSBC Bank, N.A. on a temporary basis in order to provide for the funding of the Company’s acquisition of the assets of Spill Magic, Inc. as described in Note 8 above. The amended facility providesprovided for an increase in borrowings from $50 million to $55 million for the period commencing on April 1, 2017 and ending on September 30, 2017. Commencing October 1, 2017, the maximum amount outstanding at any time under the facility returnsreturned to $50 million. The interest rate on borrowings remains unchanged at a rate of LIBOR plus 2.0%. In addition, the amendment modified the debt to net worth ratio covenant applicable during the same nine month period. The Company must pay a facility fee, payable quarterly, in an amount equal to two tenths of one percent (.20%) per annum of the average daily unused portion of the revolving credit line. In addition, the amendment modified the debt to net worth ratio covenant applicable during the same six month period. All principal amounts outstanding under the agreement are required to be repaid in a single amount on May 6, 2019, the date the loan agreement expires; interest is payable monthly. Funds borrowed under the agreement may be used for working capital, acquisitions, general operating expenses, share repurchases and certain other purposes. Under the revolving loan agreement, the Company is required to maintain specific amounts of tangible net worth, a specified debt to net worth ratio and a fixed charge coverage ratio and must have annual net income greater than $0,measured as of the end of each fiscal year.At March 31,September 30, 2017, the Company was in compliance with the covenants then in effect under the loan agreement.

As of March 31,September 30, 2017 and December 31, 2016, the Company had outstanding borrowings of $44,382,000$45,969,000 and $32,936,000, respectively, under the Company’s revolving loan agreement with HSBC.

During the three months ended March 31,September 30, 2017, the Company issued a total of 12,5002,108 shares of common stock and received aggregate proceeds of $185,575$21,291 upon exercise of employee stock options. During the nine months ended September 30, 2017, the Company issued a total of 49,106 shares of common stock and received aggregate proceeds of $649,232 upon exercise of employee stock options. Also during the three month periodand nine months ended March 31,September 30, 2017, the Company paid approximately $231,000$27,680 and $759,573, respectively, to optionees who had elected a net cash settlement of their respective options.

5. Segment Information

The Company reports financial information based on the organizational structure used by the Company’s chief operating decision makers for making operating and investment decisions and for assessing performance. The Company’s reportable business segments consist of: (1) United States; (2) Canada; and (3) Europe. As described below, the activities of the Company’s Asian operations are closely linked to those of the U.S. operations; accordingly, the Company’s chief operating decision makers review the financial results of both on a consolidated basis, and the results of the Asian operations have been aggregated with the results of the United States operations to form one reportable segment called the “United States segment” or “U.S. segment”. Each reportable segment derives its revenue from the sales of cutting devices, measuring instruments and safety products for school, office, home, hardware, sporting and industrial use.

Domestic sales orders are filled primarily from the Company’s distribution centers in North Carolina, Washington, Massachusetts, California and Massachusetts.Tennessee. The Company is responsible for the costs of shipping, insurance, customs clearance, duties, storage and distribution related to such products. Orders filled from the Company’s inventory are generally for less than container-sized lots.

Direct import sales are products sold by the Company’s Asian subsidiary, directly to major U.S. retailers, who take ownership of the products in Asia. These sales are completed by delivering product to the customers’ common carriers at the shipping points in Asia. Direct import sales are made in larger quantities than domestic sales, typically full containers. Direct import sales represented approximately 7%10% and 12% of the Company’s total net sales for the three and nine months ended March 31,September 30, 2017 compared to 13%15% and 19% for the comparable periodperiods in 2016.

The chief operating decision maker evaluates the performance of each operating segment based on segment revenues and operating income. Segment amounts are presented after converting to U.S. dollars and consolidating eliminations.

The following table sets forth certain financial data by segment for the three and nine months ended March 31,September 30, 2017 and 2016:

Financial data by segment:

(in thousands)

6. Stock Based Compensation

The Company recognizes share-based compensation at the fair value of the equity instrument on the grant date. Compensation expense is recognized over the required service period. Share-based compensation expenses were $115,000$315,000 and $102,198$122,001 for the three months ended March 31,September 30, 2017 and 2016, respectively. Share-based compensation expenses were $551,717 and $305,536 for the nine months ended September 30, 2017 and 2016, respectively.

As of March 31,September 30, 2017, there was a total of $1,274,233$1,053,504 of unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested share–based payments granted to the Company’s employees. As of that date, the remaining unamortized expense is expected to be recognized over a weighted average period of approximately 3three years.

7. Fair Value Measurements

The carrying value of the Company’s bank debt approximates fair value. Fair value was determined using a discounted cash flow analysis.

8. Business CombinationCombinations

On February 1, 2016, the Company acquired the assets of Vogel Capital, Inc., d/b/a Diamond Machining Technology (“DMT”) based in Marlborough, MA for $6.97 million in cash. The DMT products are leaders in sharpening tools for knives, scissors, chisels, and other cutting tools. The DMT products use finely dispersed diamonds on the surfaces of sharpeners. The acquired assets include over 50 patents and trademarks.

The purchase price was allocated to assets acquired and liabilities assumed as follows (in thousands):

Assuming the assets of DMT were acquired on January 1, 2016, unaudited pro forma combined net sales for the three months ended March 31, 2016 for the Company would have been approximately $25.9 million. Unaudited pro forma combined net income for the three months ended March 31, 2016 for the Company would have been approximately $0.6 million.

On February 1, 2017, the Company purchased the assets of Spill Magic, Inc., located in Santa Ana, CA and Smyrna, TN for $7.2 million in cash. The Spill Magic products are leaders in absorbents that encapsulate spills into dry powders that can be safely disposed. Many large retail chains use its products to remove liquids from broken glass containers, oil and gas spills, bodily fluids and solvents.

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

Management’s assessment of the valuation of intangible assets is preliminary and finalization of the Company’s purchase price accounting assessment may result in changes to the valuation of the identified intangible assets. The Company will finalize, as of December 31, 2017, the purchase price allocation as soon as practicable within the measurement period in accordance with Accounting Standards Codification Topic 805 “Business Combinations”.

Assuming Spill Magic assetassets were acquired on January 1, 2017, unaudited pro forma combined net sales for the threenine months ended March 31,September 30, 2017 for the Company would have been approximately $28.1$100.8 million. Unaudited pro forma combined net income for the threenine months ended March 31,September 30, 2017 for the Company would have been approximately $0.7$4.8 million.

Net sales for the three and nine months ended March 31,September 30, 2017 attributable to Spill Magic products were approximately $1.2 million.$1.9 million and $4.9 million, respectively. Net income for the three and nine months ended March 31,September 30, 2017 attributable to Spill Magic products was approximately $0.1 million.$0.2 million and $0.5 million, respectively.

Assuming Spill Magic assets were acquired on January 1, 2016, unaudited proforma combined net sales for the three and nine months ended March 31,September 30, 2016, for the Company would have been approximately $26.8 million.$33.6 million and $103.2 million, respectively. Unaudited proforma combined net income for the three and nine months ended March 31,September 30, 2016 for the Company would have been approximately $0.7$1.8 million and $6.1 million, respectively.

On February 1, 2016, the Company acquired the assets of Vogel Capital, Inc., d/b/a Diamond Machining Technology (“DMT”) based in Marlborough, MA for $6.97 million in cash. The DMT products are leaders in sharpening tools for knives, scissors, chisels, and other cutting tools. The DMT products use finely dispersed diamonds on the surfaces of sharpeners. The acquired assets include over 50 patents and trademarks.

The purchase price was allocated to assets acquired and liabilities assumed as follows (in thousands):

Assuming the assets of DMT were acquired on January 1, 2016, unaudited pro forma combined net sales for the nine months ended September 30, 2016 for the Company would have been approximately $98.8 million. Unaudited pro forma combined net income for the nine months ended September 30, 2016 for the Company would have been approximately $5.4 million.

9. Income Taxes

The Company’s effective tax rates for the three and nine month periods ended September 30, 2017 were both 23%, compared to 19% and 25% during the same periods in 2016. In the nine months ended September 30, 2017, the Company recorded approximately $350,000 in excess tax benefits resulting from the adoption of ASU 2016-09 in 2017. Excluding the impact of the tax benefit, the effective tax rate would have been 29% for the nine months ended September 30, 2017. In 2016, the Company donated school products to the Kids In Need Foundation. Excluding the impact of the charitable donation in 2016, the effective tax rate for the three and nine months ended September 30, 2016 would have been 30%.

10. Subsequent Event

On October 26, 2017, the Company exercised its option to purchase its First Aid Only manufacturing and distribution center in Vancouver, WA for $4 million. The property consists of 53,000 square feet of office, manufacturing, and warehouse space on 2.86 acres. The purchase was financed by a variable rate mortgage, calculated using the 30 day LIBOR rate plus 2.5%, currently at 3.74% through HSBC Bank NA.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Information

The Company may from time to time make written or oral “forward-looking statements”, including statements contained in this report and in other communications by the Company, which are made in good faith by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include statements of the Company’s plans, objectives, expectations, estimates and intentions, which are subject to change based on various important factors (some of which are beyond the Company’s control). The following factors, in addition to others not listed, could cause the Company’s actual results to differ materially from those expressed in forward looking statements: the strength of the domestic and local economies in which the Company conducts operations, the impact of uncertainties in global economic conditions, changes in client needs and consumer spending habits, the impact of competition and technological change on the Company, the impact of any loss of a major customer, whether through consolidation or otherwise, the Company’s ability to manage its growth effectively, including its ability to successfully integrate any business or assets which it might acquire, currency fluctuations and potential increases in the cost of borrowings resulting from rising interest rates. For a more detailed discussion of these and other factors affecting us, see the Risk Factors described in Item 1A included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. All forward-looking statements in this report are based upon information available to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

Critical Accounting Policies

There have been no material changes to the Company’s critical accounting policies and estimates from the information provided in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Results of Operations

On February 1, 2017, the Company purchased the assets of Spill Magic, Inc., located in Santa Ana, CA and Smyrna, TN. The Spill Magic products are leaders in absorbents that encapsulate spills into dry powders that can be safely disposed. Many large retail chains use its products to remove liquids from broken glass containers, oil and gas spills, bodily fluids and solvents. The Company purchased Spill Magic assets for $7.2 million in cash using funds borrowed under its revolving credit facility with HSBC. Additional information concerning the acquisition of Spill Magic assets is set forth in this report in Note 8 – Business Combinations, in the Notes to Condensed Consolidated Financial Statements.

On February 1, 2016, the Company purchased certain assets of Vogel Capital, Inc., d/b/a Diamond Machining Technology (DMT), located in Marlborough, MA. The DMT products are leaders in sharpening tools for knives, scissors, chisels and other cutting tools. The DMT products use finely dispersed diamonds on the surfaces of sharpeners. The Company purchased inventory, accounts receivable, equipment, patents, trademarks and other intellectual property for $6.97 million using funds borrowed under its revolving credit facility with HSBC. Additional information concerning the acquisition of DMT assets is set forth in Note 8 – Business Combinations, in the Notes to Condensed Consolidated Financial Statements.

On February 1, 2017, the Company purchased the assets of Spill Magic, Inc., located in Santa Ana, CA and Smyrna, TN. The Spill Magic products area leaders in absorbents that encapsulate spills into dry powders that can be safely disposed. Many large retail chains use its products to remove liquids from broken glass containers, oil and gas spills, bodily fluids and solvents. The Company purchased Spill Magic assets for $7.2 million in cash using funds borrowed under its revolving credit facility with HSBC. Additional information concerning the acquisition of Spill Magic assets is set forththis report in Note 8 – Business Combinations, in the Notes to Condensed Consolidated Financial Statements.

Traditionally, the Company’s sales are stronger in the second and third quarters and weaker in the first and fourth quarters of the fiscal year, due to the seasonal nature of the back-to-school market.

Our online sales, across all product lines, have been growing very rapidly in recent years. The Company has made significant investment to grow the on-line business through promotional and advertising spending. Additionally, warehouse and distribution costs have increased at a higher rate than sales. Although a large majority of the shipments are to distribution centers, these orders have, in comparison to our traditional distribution channels, been smaller, lead-times shorter, shipments more frequent and have special labelling and packing requirements. The Company is making investments in its Rocky Mount, NC distribution facility to make its operations more efficient. These investments include upgrading the skill level of its employees, providing comprehensive training programs upgrading its warehouse management software and re-designed the layout of the warehouse to improve product flow.

Net salesSales

Consolidated net sales for the three months ended March 31,September 30, 2017 were $27,745,000$33,785,000 compared with $25,288,000$31,913,000 in the same period in 2016, a 10%6% increase. Consolidated net sales for the nine months ended September 30, 2017 were $100,380,000, compared with $98,198,000 for the same period in 2016, a 2% increase.

Net sales for the three and nine months ended March 31,September 30, 2017 in the U.S. segment increased 9%5% and 2%, compared with the same periodperiods in 2016.2016, respectively. Sales in the U.S. for the three month period increased compared to the same period last year, primarily due to higher sales of first aid products and incremental sales resulting from the acquisition of Spill Magic products.products partially offset by the shift in timing of a promotional sale from Q3 to Q4. The increase in sales for the nine months ended September 30, 2017 was primarily due to the sales of Spill Magic products partially offset by lower sales of Westcott products primarily due to a second quarter promotion in 2016 that did not repeat in 2017. Sales of Spill Magic products were $1.9 million and $4.9 million for the three and nine months ended September 30, 2017.

Net sales in Canada for the three months ended March 31,September 30, 2017 remained constantincreased 5% in U.S. dollars but declined 3%(constant in local currency,currency), compared with the same period in 2016. Net sales in Canada for the nine months ended September 30, 2017 decreased 1% in U.S. dollars (1% in local currency) compared with the same period in 2016.

European net sales for the three months ended March 31,September 30, 2017 increased 37%13% in both U.S. dollars and(8% in local currency,currency), compared with the same period in 2016. Net sales for the nine months ended September 30, 2017 increased 17% in U.S. dollars and local currency. The increaseincreases in net sales for the three and nine months wasended September 30, 2017 were primarily due to new customersmarket share gains in the office products channel and sales of DMT products.sporting goods channels.

Gross profitProfit

Gross profit for the three months ended March 31,September 30, 2017 was $10,564,000 (38.1%$12,226,000 (36.2% of net sales) compared to $9,185,000 (36.3%$11,863,000 (37.2% of net sales) for the same period in 2016. The increasedecrease in gross profit percentage for the three months ended September 30, 2017 was primarily due to improvements in manufacturing efficienciesincremental spending for the online business which included promotional, advertising as well as related warehouse and distribution costs. Gross profit for the nine months ended September 30, 2017 was $37,273,000 (37.1% of net sales) compared to $35,743,000 (36.4% of net sales) in the Company’s first aid operations and a favorable product mix.same period in 2016.

Selling, generalGeneral and administrative expensesAdministrative Expenses

Selling, general and administrative ("SG&A") expenses for the three months ended March 31,September 30, 2017 were $9,372,000 (33.8%$10,277,000 (30.4% of net sales) compared with $8,230,000 (32.5%$9,723,000 (30.5% of net sales) for the same period of 2016, an increase of $1,142,000.$554,000. SG&A expenses for the nine months ended September 30, 2017 were $30,243,000 (30.1% of net sales) compared with $28,008,000 (28.5% of net sales) in the comparable period of 2016, an increase of $2,235,000. The increases in SG&A expenses for the three and nine months ended March 31,September 30, 2017, compared to the same periodperiods in 2016, were primarily the result of incremental fixedcertain costs resulting fromincurred in connection with the acquisition of Spill Magic assets and increases in delivery costs and sales commissions which resulted from higher sales. The Company also had higher personnel related costs, which include compensation and recruiting costs, primarily from additional headcount.and higher variable selling costs related to higher sales.

Operating incomeIncome

Operating income for the three months ended March 31,September 30, 2017 was $1,192,000$1,949,000 compared with $955,000$2,140,000 in the same period of 2016. Operating income for the nine months ended September 30, 2017 was $7,030,000 compared with $7,735,000 in the same period of 2016.

Operating income in the U.S. segment increaseddecreased by $163,000approximately $0.3 million and $1.1 million for the three and nine months ended March 31,September 30, 2017, respectively, compared to the same periodperiods in 2016. The increasedecrease in operating income was principally due to higher sales.selling, general and administrative expenses.

Operating income in the Canadian segment remained constantincreased by approximately $61,000 and $186,000 for the three and nine months ended March 31,September 30, 2017, respectively, compared to the same periodperiods in 2016.

Operating income in the European segment increased by $74,000$13,000 and $190,000 for the three and nine months ended March 31,September 30, 2017 compared to the same periodperiods in 2016. The increaseincreases in operating income wasin the European segment were principally due to higher sales.

Interest expense,Expense, net

Interest expense, net for the three months ended March 31,September 30, 2017 was $263,000,$365,000, compared with $184,000$247,000 for the same period of 2016, an $118,000 increase. Interest expense, net for the nine months ended September 30, 2017 was $949,000, compared with $642,000 for the same period of 2016, a $79,000$307,000 increase. The increaseincreases in interest expense resulted from higher average borrowings and a higher average interest rate under the Company’s bank revolving credit facility for the three and nine months ended March 31,September 30, 2017. The higher borrowings were primarily the result of funding the acquisition of assets of Spill Magic.

Other income,(Income) Expense, net

Net other incomeOther expense, net was $9,000$16,000 in the three months ended March 31,September 30, 2017 compared to $65,000 of other expense, net in the same period of 2016. Other income, net was $44,000 in the nine months ended September 30, 2017 compared to $38,000 of other expense, net in the same period of 2016. The decreasechanges in other income,(income) expense, net for the three and nine months ended March 31,September 30, 2017 waswere primarily due to lowergains and losses from foreign currency transactions.

Income taxesTaxes

The Company’s effective tax raterates for each of the three and nine month periods ended March 31,September 30, 2017 were both 23%, compared to 19% and 25% during the same periods in 2016. In the nine months ended September 30, 2017, the Company recorded approximately $350,000 in excess tax benefits resulting from the adoption of ASU 2016-09 in 2017. Excluding the impact of the tax benefit, the effective tax rate would have been 29% for the nine months ended September 30, 2017. In 2016, wasthe Company donated school products to the Kids In Need Foundation. Excluding the impact of the charitable donation in 2016, the effective tax rate for the three and nine months ended September 30, 2016 would have been 30%.

Financial Condition

Liquidity and Capital Resources

During the first threenine months of 2017, working capital increased approximately $6,011,000$11.2 million compared to December 31, 2016. Inventory remained flatdecreased by approximately $0.4 million at March 31,September 30, 2017 compared to December 31, 2016. Inventory turnover, calculated using a twelve month average inventory balance, was 2.2 at September 30, 2017 compared to 2.1 at March 31, 2017 and December 31, 2016. Receivables increased by approximately $1.2$11.6 million at March 31,September 30, 2017 compared to December 31, 2016. This increase includes approximately $700.000 related to the acquisition of Spill Magic. The average number of days sales outstanding in accounts receivable was 6364 days at March 31,September 30, 2017 compared to 64 days atand December 31, 2016. The increase in accounts receivables wasis due to higher salesthe seasonal nature of the Company’s back to school business. Sales are typically stronger in the second and third quarters compared to the first quarter.and fourth quarters. Accounts payable and other current liabilities decreasedincreased by approximately $3.9 million.

$1.2 million at September 30, 2017 compared to December 31, 2016.

The Company's working capital, current ratio and long-term debt to equity ratio arewere as follows:

During the first threenine months of 2017, total debt outstanding under the Company’s revolving credit facility increased by approximately $11.4$13.0 million, compared to total debt thereunder at December 31, 2016. As of March 31,September 30, 2017, $44,382,000$45,969,000 was outstanding and $5,618,000$4,031,000 was available for borrowing under the Company’s credit facility. The amount available for borrowing reflects a reduction in the line from $55 million to $50 million commencing on October 1, 2017, as described in this report in note 4 – Debt and Shareholders Equity in the Notes to Condensed Consolidated Financial Statements. The increase in the debt outstanding was primarily due to borrowings to fundfunding the acquisition of the assets of Spill Magic on February 1, 2017, as well as to fundand the increase in working capital. Increases in accounts receivable inventory and debt outstanding under the Company’s revolving credit facility typically occur in the second and third quarter of each year due to the seasonal nature of the business.

On January 27, 2017, the Company amended its revolving credit loan agreement with HSBC Bank, N.A. on a temporary basis in order to provide for the funding of the Company’s acquisition of the assets of Spill Magic, Inc. as described in Note 8 above. The amended facility providesprovided for an increase in borrowings from $50 million to $55 million for the period commencing on April 1, 2017 and ending on September 30, 2017. Commencing October 1, 2017, the maximum amount outstanding at any time under the facility returnsreturned to $50 million. The interest rate on borrowings remains unchanged at a rate of LIBOR plus 2.0%. In addition, the amendment modified the debt to net worth ratio covenant applicable during the same nine month period. The Company must pay a facility fee, payable quarterly, in an amount equal to two tenths of one percent (.20%) per annum of the average daily unused portion of the revolving credit line. In addition, the amendment modified the debt to net worth ratio covenant applicable during the same six month period. All principal amounts outstanding under the agreement are required to be repaid in a single amount on May 6, 2019, the date the loan agreement expires; interest is payable monthly. Funds borrowed under the agreement may be used for working capital, acquisitions, general operating expenses, share repurchases and certain other purposes. Under the revolving loan agreement, the Company is required to maintain specific amounts of tangible net worth, a specified debt to net worth ratio and a fixed charge coverage ratio and must have annual net income greater than $0,measured as of the end of each fiscal year.At March 31,September 30, 2017, the Company was in compliance with the covenants then in effect under the loan agreement.

As discussed in Note 2 to the Condensed Consolidated Financial Statements set forth in Item 1, above, at March 31,September 30, 2017, the Company had a total of approximately $57,000$48,000 remaining in its accruals for environmental remediation and monitoring, related to property in Fremont, NC it had ownedsold in Fremont, NC.2014.

The Company believes that cash expected to be generated from operating activities, together with funds available under its revolving credit facility will, under current conditions, be sufficient to finance the Company’s planned operations over the next twelve months from the filing of this report.

Item 3: Quantitative and Qualitative Disclosure about Market Risk

Not applicable.

Item 4: Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

During the quarter ended March 31,September 30, 2017, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1 — Legal Proceedings

There are no pending material legal proceedings to which the registrant is a party, or, to the actual knowledge of the Company, contemplated by any governmental authority.

Item 1A — Risk Factors

See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Item 2 —Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3 — Defaults Uponupon Senior Securities

None.

Item 4 — Mine Safety Disclosures

Not applicable.

Item 5 — Other Information

None.

Item 6 — Exhibits

Documents filed as part of this report.

Exhibit 31.1 Certification of Walter C. Johnsen pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2 Certification of Paul G. Driscoll pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.