acu-8k_20230302.htm
false 0000002098 0000002098 2023-03-02 2023-03-02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

Date of report (date of earliest event reported): March 2, 2023

 

ACME UNITED CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Connecticut

001-07698

06-0236700

(State or other jurisdiction

of incorporation or organization)

(Commission file number)

(I.R.S. Employer

Identification No.)

1 Waterview Dr, Shelton, Connecticut

 

06484

(Address of principal executive offices)

 

(Zip Code)

 

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))

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $2.50 par value per share

 

ACU

 

NYSE American

 

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

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 


 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On March 2, 2023, Acme United Corporation (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2022. A copy of the press release is attached as Exhibit 99.1 to this current report.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c)       Exhibits

 

Exhibit

Number

 

Description

99.1

 

Press release dated March 2, 2023.

104

 

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

 


 

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

 

 

Walter C. Johnsen

 

 

Chairman and

 

 

Chief Executive Officer

 

 

 

 

Dated: March 2, 2023

 

 

 

 

 

 

 

 

 

By

/s/  Paul G. Driscoll

 

 

Paul G. Driscoll

 

 

Vice President and

 

 

Chief Financial Officer

 

 

 

 

Dated: March 2, 2023

 

acu-ex991_6.htm

Exhibit 99.1

 

ACME UNITED CORPORATION            NEWS RELEASE

 

CONTACT:

Paul G. Driscoll

Acme United Corporation

1 Waterview Drive

Shelton, CT 06484

 

 

Phone: (203) 254-6060

 

 

 

FOR IMMEDIATE RELEASE   March 2, 2023

 

 

ACME UNITED REPORTS FOURTH QUARTER 2022 RESULTS

 

SHELTON, CT – March 2, 2023 – Acme United Corporation (NYSE American: ACU) today announced that net sales for the three months ended December 31, 2022 were $44.1 million compared to $45.8 million in the same period of 2021, a decrease of 4% (2% in constant currency). Net sales for the year ended December 31, 2022 were $193.9 million compared to $182.1 million in the same period in 2021, an increase of 7% (8% in constant currency).

 

The net loss was $597,000, or ($0.17) per diluted share, for the three months ended December 31, 2022, compared to net income of $2,338,000, or $0.60 per diluted share, for the same period in 2021. Net income for the year ended December 31, 2022 was $3.0 million, or $0.82 per diluted share, compared, on an adjusted basis, to $10.1 million, or $2.57 per diluted share (or $13.7 million, or $3.45 per diluted share, including the impact of the PPP loan forgiveness), for the same period in 2021.  The declines in net income and diluted earnings per share for the three and twelve months ended December 31, 2022 were mainly due to exceptionally high transportation costs and higher interest expense.  In addition, the fourth quarter of 2022 was impacted by certain large retailers reducing inventory.

 

Chairman and CEO Walter C. Johnsen said, “Throughout 2022, our performance was impacted by unusually high ocean shipping costs, port congestion and demurrage fees, outbound freight costs due to truck driver shortages, and high fuel costs. In addition, particularly as the year progressed, production input costs increased due to inflation, and we were impacted by higher interest rates than in prior years.

 

1

 


 

“In total, commencing in the first quarter of 2022, we incurred $4.0 million in exceptional supply chain expenses, of which $0.9 million was recognized in the fourth quarter. Many of the supply chain issues have subsided.”

 

Mr. Johnsen continued, “Beginning in the fall of 2022, we implemented cost savings initiatives which we expect to generate over $5.0 million in savings during 2023.  These savings are due to improved efficiency in our production and warehouse facilities, reduced transportation costs, and lower spending in SG&A than in 2022. In 2023 we are continuing our program to reduce inventory which began in the fourth quarter of 2022.  Our year-end inventory level decreased $2.9 million in accordance with our target for the fourth quarter of 2022.  In addition, we plan to reduce inventory by $5.0 million in 2023.  We intend to use the resulting increased cash flow on reducing debt and funding acquisitions.”

 

“We have many growth opportunities in 2023 including new first aid and medical placements in the industrial and retail markets, new Westcott craft products in the mass and ecommerce markets, new customers and programs with our Camillus hunting and camping tools and expanded sales of Spill Magic products to large mass market retailers.”

 

“We expect the combination of continued revenue growth, $5.0 million of cost and productivity savings, the normalization of supply chain expenses, and reduced debt to position the Company for a much-improved year in 2023.”

 

For the three months ended December 31, 2022, net sales in the U.S. segment decreased 2% compared to the same period in 2021.  The fourth quarter of 2022 was impacted by inventory reductions that affected many of our customers.  For the year ended December 31, 2022, net sales in the U.S. segment increased 8% compared to the same period in 2021. The growth was primarily attributable to increased sales of first aid and medical products.

 

European net sales for the three months ended December 31, 2022 were constant in U.S. dollars but increased 13% in local currency compared to the same period of 2021.  Net sales for the year ended December 31, 2022 decreased 2% in U.S. dollars but increased 10% in local currency compared to the same period of 2021.  The growth in the three and twelve months was mainly due to new customers in the office channel.

2

 


 

Net sales in Canada for the three months ended December 31, 2022 decreased 22% in U.S. dollars and 16% in local currency compared to the same period in 2021.  The sales decline in the fourth quarter of 2022 was due to reduced consumer demand in comparison to the same period in 2021 when there were unusually high sales driven by the pandemic along with retailer inventory reductions.  Net sales for the year ended December 31, 2022 decreased 4% in U.S. dollars and were constant in local currency compared to the same period in 2021.

 

Gross margin was 32.0% in the three months ended December 31, 2022 compared to 35.1% in the same period in 2021.  Gross margin was 32.8% for the year ended December 31, 2022 compared to 35.6% for the same period in 2021. The declines in the three and twelve months ended December 31, 2022 were primarily due to exceptionally high ocean container costs and demurrage charges. The impact on gross margins as a percentage of sales due to the aforementioned supply chain expenses were 2.1% and 1.6% for the three and twelve months, respectively, ended December 31, 2022.

 

The Company’s bank debt less cash as of December 31, 2022 was $55 million compared to $40 million as of December 31, 2021.  During the year ended December 31, 2022, the Company paid approximately $11 million for the acquisition of the assets of Live Safely Products, LLC and paid $1.9 million in dividends on its common stock.  We increased inventory during the twelve-month period by approximately $10 million to prepare for continued growth and to be positioned to offset the impact of potential supply chain interruptions related to COVID-19. The increase in inventory was also a result of higher product costs.

 

Conference Call and Webcast Information

Acme United will hold a conference call to discuss its quarterly results, which will be broadcast on Thursday, March 2, 2023, at 12:00 p.m. ET. To listen or participate in a question and answer session, dial 877-407-0784 . International callers may dial 201-689-8560. The confirmation code is 13735711.  You may access the live webcast of the conference call through the Investor Relations section of the Company’s website, www.acmeunited.com. A replay may be accessed under Investor Relations, Audio Archives.

 

3

 


 

About Acme United

ACME UNITED CORPORATION is a leading worldwide supplier of innovative safety solutions and cutting technology to the school, home, office, hardware, sporting goods and industrial markets. Its leading brands include First Aid Only®,  First Aid Central®,  PhysiciansCare®, Pac-Kit®,Spill Magic®, Westcott®, Clauss®, Camillus®, Cuda®, DMT®, Med-Nap and Safety Made. For more information, visit www.acmeunited.com.  

 

Forward Looking Statements

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 pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on our beliefs as well as assumptions made by and information currently available to us. When used in this document, words like “may,” “might,” “will,” “except,” “anticipate,” “believe,” “potential,” and similar expressions are intended to identify forward-looking statements. Actual results could differ materially from our current expectations.

 

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 that may impact the Company’s business, operations and financial results, including those risks and uncertainties resulting from the global COVID-19 pandemic, future waves of COVID-19, including through the Delta and Omicron variants and any new variant strains of the underlying virus; any future pandemics; the continuing effectiveness, global availability, and public acceptance of existing vaccines; the effectiveness, availability, and public acceptance of vaccines against variant strains of potential new viruses; and the heightened impact the pandemic has on many of the risks described herein, including, without limitation, risks relating to disruptions in our supply chain, and labor shortages, any of which could materially adversely impact the Company’s ability to manufacture, source or distribute its products, both domestically and internationally.

4

 


These risks and uncertainties further include, without limitation, the following: (i) changes in the Company’s plans, strategies, objectives, expectations and intentions, which may be made at any time at the discretion of the Company; (ii) the impact of uncertainties in global economic conditions, whether caused by COVID-19 or otherwise, including the impact on the Company’s suppliers and customers; (iii) additional disruptions in the Company’s supply chains, whether caused by COVID-19, natural disasters or otherwise; (iv) labor-related costs the Company has incurred and continues to incur, including costs of acquiring and training new employees and rising wages and benefits; (v) the continuing adverse impact of  inflation on products costs and interest rates; (vi) the Company’s ability to effectively manage its inventory in a rapidly changing business environment, including the additional inventory the Company acquired in anticipation of supply chain disruptions and uncertainties; (vii) potential adverse effects on the Company, its customers, and suppliers resulting from the war in Ukraine; (viii) changes in client needs and consumer spending habits; (ix) the impact of competition; (x) the impact of technological changes including, specifically, the growth of online marketing and sales activity; (xi) the Company’s ability to manage its growth effectively, including its ability to successfully integrate any business it might acquire; (xii) currency fluctuations; (xiii) international trade policies and their impact on demand for our products and our competitive position, including the imposition of new tariffs or changes in existing tariff rates; and (xiv) other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.

#    #    #

 

 

5

 


 

 

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

YEAR END REPORT 2022

(Unaudited)

 

 

 

Three Months Ended

 

 

 

Three Months Ended

 

Amounts in 000's except per share data

 

December 31, 2022

 

 

 

December 31, 2021

 

Net sales

$

 

44,104

 

 

$

 

45,793

 

Cost of goods sold

 

 

30,021

 

 

 

 

29,737

 

Gross profit

 

 

14,083

 

 

 

 

16,056

 

Selling, general, and administrative expenses

 

 

14,110

 

 

 

 

12,999

 

Operating (loss) income

 

 

(27

)

 

 

 

3,057

 

Interest expense

 

 

(937

)

 

 

 

(240

)

Interest income

 

 

16

 

 

 

 

3

 

Interest expense, net

 

 

(921

)

 

 

 

(237

)

Other  income, net

 

 

108

 

 

 

 

18

 

Total other income, net

 

 

108

 

 

 

 

18

 

Income before income tax expense

 

 

(839

)

 

 

 

2,838

 

Income tax  (benefit) expense

 

 

(242

)

 

 

 

500

 

Net income

$

 

(597

)

 

$

 

2,338

 

 

 

 

 

 

 

 

 

 

 

Shares outstanding - Basic

 

 

3,537

 

 

 

 

3,550

 

Shares outstanding - Diluted

 

 

3,537

 

 

 

 

3,915

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - Basic

$

 

(0.17

)

 

$

 

0.66

 

Earnings per share - Diluted

 

 

(0.17

)

 

 

 

0.60

 

 

6

 


 

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

YEAR END REPORT 2022 (cont.)

(Unaudited)

 

 

 

Year Ended

 

 

 

Year Ended

 

Amounts in 000's except per share data

 

December 31, 2022

 

 

 

December 31, 2021

 

Net sales

$

 

193,962

 

 

$

 

182,088

 

Cost of goods sold

 

 

130,403

 

 

 

 

117,287

 

Gross profit

 

 

63,559

 

 

 

 

64,801

 

Selling, general, and administrative expenses

 

 

57,285

 

 

 

 

52,030

 

Operating income

 

 

6,274

 

 

 

 

12,771

 

Interest expense

 

 

(2,396

)

 

 

 

(922

)

Interest income

 

 

32

 

 

 

 

14

 

Interest expense, net

 

 

(2,364

)

 

 

 

(908

)

PPP loan forgiveness

 

 

-

 

 

 

 

3,508

 

Other expense, net

 

 

(246

)

 

 

 

(196

)

Total other (expense) income, net

 

 

(246

)

 

 

 

3,312

 

Income before income tax expense

 

 

3,663

 

 

 

 

15,175

 

Income tax expense

 

 

628

 

 

 

 

1,519

 

Net income

$

 

3,035

 

 

$

 

13,656

 

 

 

 

 

 

 

 

 

 

 

Shares outstanding - Basic

 

 

3,528

 

 

 

 

3,471

 

Shares outstanding - Diluted

 

 

3,719

 

 

 

 

3,955

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - Basic

$

 

0.86

 

 

$

 

3.93

 

Earnings per share - Diluted

 

 

0.82

 

 

 

 

3.45

 

 

 

 

 

 

 

 

 

 

 

Reconciliation to reported net income (GAAP)

 

 

 

 

 

 

 

 

 

Net income as reported (GAAP)

 

 

3,035

 

 

 

 

13,656

 

PPP loan forgiveness

 

 

-

 

 

 

 

(3,508

)

Net income as adjusted

 

 

3,035

 

 

 

 

10,148

 

Earnings per share before PPP loan forgiveness - Basic

$

 

0.86

 

 

$

 

2.92

 

Earnings per share before PPP loan forgiveness - Diluted

 

 

0.82

 

 

 

 

2.57

 

 

7

 


 

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

YEAR END REPORT 2022

(Unaudited)

 

Amounts in 000's

 

December 31, 2022

 

 

 

December 31, 2021

 

Assets:

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

 

6,100

 

 

$

 

4,843

 

Accounts receivable, net

 

 

32,603

 

 

 

 

34,221

 

Inventories

 

 

63,325

 

 

 

 

53,552

 

Prepaid expenses and other current assets

 

 

3,572

 

 

 

 

2,635

 

Total current assets

 

 

105,600

 

 

 

 

95,251

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

26,416

 

 

 

 

24,027

 

Operating lease right of use asset

 

 

2,632

 

 

 

 

3,130

 

Intangible assets, less accumulated amortization

 

 

20,790

 

 

 

 

17,231

 

Goodwill

 

 

8,189

 

 

 

 

4,800

 

Other assets

 

 

750

 

 

 

 

0

 

Total assets

$

 

164,377

 

 

$

 

144,439

 

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders' equity:

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

$

 

10,514

 

 

$

 

8,977

 

Operating lease liability - short term

 

 

1,130

 

 

 

 

1,000

 

Mortgage payable - short term

 

 

405

 

 

 

 

389

 

Other accrued liabilities

 

 

10,078

 

 

 

 

9,880

 

Total current liabilities

 

 

22,127

 

 

 

 

20,246

 

Long term debt

 

 

49,916

 

 

 

 

33,037

 

Mortgage payable - long term

 

 

10,694

 

 

 

 

11,081

 

Operating lease liability - long term

 

 

1,683

 

 

 

 

2,364

 

Other non-current liabilities

 

 

927

 

 

 

 

629

 

Total liabilities

 

 

85,347

 

 

 

 

67,357

 

Total stockholders' equity

 

 

79,030

 

 

 

 

77,082

 

Total liabilities and stockholders' equity

$

 

164,377

 

 

$

 

144,439

 

 

 

8