UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): April 20, 2011
ACME UNITED CORPORATION
(Exact name of registrant as specified in its charter)
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Connecticut
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001-07698
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06-0236700
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number)
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(I.R.S. Employer
Identification No.)
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60 Round Hill Road, Fairfield, Connecticut
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06824
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (203) 254-6060
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On April 20, 2011, Acme United Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2011. A copy of the press release is attached as Exhibit 99.1 to this current report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ACME UNITED CORPORATION
| By | /s/ Walter C. Johnsen | |
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Walter C. Johnsen
Chairman and
Chief Executive Officer
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Dated: April 20, 2011
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| By | /s/ Paul G. Driscoll | |
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Paul G. Driscoll
Vice President and
Chief Financial Officer
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Dated: April 20, 2011
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EXHIBIT INDEX
| Exhibit Number | Description | |
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Press release dated April 20, 2011.
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Exhibit 99.1
ACME UNITED CORPORATION NEWS RELEASE
| CONTACT: | Paul G. Driscoll | Acme United Corporation | 60 Round Hill Road | Fairfield, CT 06824 |
| Phone: (203) 254-6060 | FAX: (203) 254-6521 |
FOR IMMEDIATE RELEASE April 20, 2011
ACME UNITED CORPORATION REPORTS FIRST QUARTER SALES INCREASE OF 10%
FAIRFIELD, CONN. – April 20, 2011 – Acme United Corporation (NYSE AMEX:ACU) today announced that net sales for the quarter ended March 31, 2011 were $14.4 million, compared to $13.1 million in the first quarter of 2010, an increase of 10%. Excluding the recent acquisition on February 28, 2011 of the Pac Kit Company, one of the oldest manufacturer’s of first aid products, comparable sales increased by 5%.
Net sales for the first quarter of 2011 in the U.S. segment increased 10% compared to the same period in 2010 primarily due to increased sales of the Company’s PhysiciansCare and Pac-Kit branded first aid products. Net sales in Canada in the first quarter of 2011 increased 18% in U.S. dollars and 11% in local currency compared to the same period in 2010. The increase is primarily the result of the introduction of new products. European sales in the first quarter of 2011 increased 3% in U.S. dollars and 4% in local currency compared to the first quarter in 2010.
Gross margins were 37% in the first quarter of 2011 compared to 39% in the first quarter of 2010. The lower gross margin in the first quarter of 2011 was mainly due to higher sales of seasonal over-the-counter medications.
Operating profit was $183,000 for the quarter ended March 31, 2011 compared to $301,000 for the comparable period last year. Operating profit in the first quarter of 2011 was reduced by approximately $100,000 in transaction and integration costs related to the Pac Kit Company acquisition.
Net income was $120,000 or $.04 per diluted share for the quarter ended March 31, 2011 compared to $214,000 or $.07 per diluted share for the comparable period last year. The decline in net income was the result of lower gross margins and the transaction costs associated with the acquisition of Pac-Kit.
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Walter C. Johnsen, Chairman and CEO said, “Acme United had growth in all our business segments during the first quarter. Our new Air Shoc garden tools began shipping, and were well received. The integration of Pac Kit has progressed as planned, and we look forward to leveraging operating efficiencies during the coming quarters.”
The Company’s bank debt less cash on March 31, 2011 was $13.2 million compared to $3.4 million on March 31, 2010. On February 28, 2011 the Company paid approximately $3.5 million for the Pac Kit Company. Additionally, during the 12 month period ended March 31, 2011, Acme purchased 160,000 shares of its common stock for treasury for a total of approximately $1.7 million and paid $700,000 in dividends on its common stock. The Company also increased inventory by $3.8 million in preparation for seasonal sales in 201l.
ACME UNITED CORPORATION is a leading worldwide supplier of innovative cutting, measuring and first aid products to the school, home, office, hardware and industrial markets. Its leading brands include Westcott®, Clauss®, Camillus® PhysiciansCare ® and Pac-Kit ®.
Forward-looking statements in this report, including without limitation, statements related to the Company’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including, without limitation, the following: (i) the Company’s plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the impact of current uncertainties in global economic conditions and the ongoing financial crisis affecting the domestic and foreign banking system and financial markets, including the impact on the Company’s suppliers and customers (iii) the Company’s plans and results of operations will be affected by the Company’s ability to manage its growth, and (iv) other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.
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ACME UNITED CORPORATION
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CONSOLIDATED STATEMENTS OF INCOME
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FIRST QUARTER REPORT 2011
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| Quarter Ended | Quarter Ended | |||||||
| Amounts in 000's except per share data | March 31, 2011 | March 31, 2010 | ||||||
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Net sales
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$ | 14,401 | $ | 13,121 | ||||
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Cost of goods sold
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9,093 | 8,008 | ||||||
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Gross profit
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5,308 | 5,113 | ||||||
| Selling, general, and administrative expenses | 5,125 | 4,812 | ||||||
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Income from operations
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183 | 301 | ||||||
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Interest expense, net
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47 | 20 | ||||||
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Other (income) expense, net
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(24 | ) | 14 | |||||
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Pre-tax income
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161 | 267 | ||||||
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Income tax expense
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41 | 53 | ||||||
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Net income
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120 | 214 | ||||||
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Shares outstanding - Basic
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3,075 | 3,170 | ||||||
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Shares outstanding - Diluted
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3,105 | 3,274 | ||||||
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Earnings per share - basic
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0.04 | 0.07 | ||||||
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Earnings per share - diluted
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0.04 | 0.07 | ||||||
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ACME UNITED CORPORATION
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CONDENSED CONSOLIDATED BALANCE SHEETS
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FIRST QUARTER REPORT 2011
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(Unaudited)
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Amounts in $000's
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March 31, 2011
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March 31, 2010
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Assets
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Current assets:
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Cash
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$ | 5,102 | $ | 5,468 | ||||
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Accounts receivable, net
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12,711 | 10,230 | ||||||
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Inventories
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23,354 | 18,497 | ||||||
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Prepaid and other current assets
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1,614 | 1,229 | ||||||
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Total current assets
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42,780 | 35,424 | ||||||
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Property and equipment, net
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2,376 | 2,049 | ||||||
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Long term receivable
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1,825 | 1,879 | ||||||
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Intangible assets, less amortization
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3,354 | 1,846 | ||||||
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Other assets
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1,032 | 710 | ||||||
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Total assets
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$ | 51,367 | $ | 41,908 | ||||
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Liabilities and stockholders' equity
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Current liabilities
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Accounts payable
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$ | 3,379 | $ | 4,030 | ||||
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Other current liabilities
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2,406 | 2,581 | ||||||
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Total current liabilities
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5,784 | 6,611 | ||||||
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Long-term debt
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18,345 | 8,908 | ||||||
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Other non-current liabilities
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1,523 | 1,815 | ||||||
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Total liabilities
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25,652 | 17,334 | ||||||
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Total stockholders' equity
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25,714 | 24,574 | ||||||
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Total liabilities and stockholders' equity
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$ | 51,367 | $ | 41,908 | ||||
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