10-Q
00000020982023--12-31falseQ20000002098us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-06-300000002098us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-04-012023-06-300000002098us-gaap:CommonStockMember2022-04-012022-06-300000002098us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-300000002098us-gaap:CommonStockMember2022-12-310000002098us-gaap:CommonStockMember2023-04-012023-06-300000002098acu:ProductAMembersrt:EuropeMember2022-04-012022-06-300000002098country:CA2022-04-012022-06-300000002098acu:ProductBMember2023-04-012023-06-300000002098acu:ProductBMembersrt:EuropeMember2023-01-012023-06-300000002098country:US2023-01-012023-06-300000002098us-gaap:AdditionalPaidInCapitalMember2022-03-310000002098acu:ProductBMembersrt:EuropeMember2022-04-012022-06-300000002098us-gaap:RetainedEarningsMember2022-03-310000002098acu:CanadaSegmentMember2022-12-310000002098country:CA2023-04-012023-06-300000002098acu:ProductAMember2022-01-012022-06-300000002098acu:ProductBMembersrt:EuropeMember2022-01-012022-06-300000002098us-gaap:AdditionalPaidInCapitalMember2022-01-012022-06-300000002098srt:MaximumMember2022-11-080000002098acu:EuropeSegmentMember2022-04-012022-06-300000002098us-gaap:CommonStockMember2021-12-310000002098acu:MortgagePayableHSBCBankNAMember2023-06-300000002098acu:EuropeSegmentMember2022-01-012022-06-300000002098country:US2022-04-012022-06-3000000020982023-04-012023-06-300000002098acu:CanadaSegmentMember2023-01-012023-06-300000002098us-gaap:CommonStockMember2022-03-310000002098acu:ProductBMembercountry:US2023-04-012023-06-300000002098us-gaap:TreasuryStockCommonMember2022-06-300000002098us-gaap:RetainedEarningsMember2023-06-3000000020982023-06-300000002098acu:MortgagePayableHSBCBankNAMember2022-12-310000002098us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-06-300000002098acu:ProductBMember2022-01-012022-06-300000002098us-gaap:AdditionalPaidInCapitalMember2022-12-310000002098acu:ProductAMembercountry:CA2023-04-012023-06-300000002098us-gaap:RevolvingCreditFacilityMemberacu:SecuredOvernightFinancingRateMember2023-01-012023-06-300000002098acu:ProductBMembercountry:CA2023-04-012023-06-300000002098us-gaap:CommonStockMember2023-03-310000002098srt:MaximumMemberus-gaap:RevolvingCreditFacilityMember2023-06-300000002098srt:MinimumMember2022-11-082022-11-080000002098us-gaap:TreasuryStockCommonMember2022-03-3100000020982022-12-310000002098us-gaap:RevolvingCreditFacilityMember2022-12-310000002098us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-03-310000002098srt:MinimumMember2022-11-080000002098us-gaap:TreasuryStockCommonMember2021-12-310000002098acu:IncomeStatementAMember2023-04-012023-06-300000002098us-gaap:RetainedEarningsMember2023-03-310000002098country:US2022-01-012022-06-300000002098us-gaap:AdditionalPaidInCapitalMember2023-06-300000002098us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-06-300000002098acu:ProductAMembercountry:US2023-01-012023-06-300000002098acu:EuropeSegmentMember2023-01-012023-06-300000002098acu:IncomeStatementAMember2023-01-012023-06-300000002098acu:ProductBMember2022-04-012022-06-300000002098acu:ProductAMembercountry:CA2022-01-012022-06-300000002098us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310000002098acu:EuropeSegmentMember2023-04-012023-06-3000000020982022-03-310000002098acu:IncomeStatementMember2023-01-012023-06-300000002098acu:ProductAMembersrt:EuropeMember2023-04-012023-06-300000002098us-gaap:RetainedEarningsMember2023-01-012023-06-300000002098country:US2023-04-012023-06-300000002098us-gaap:RetainedEarningsMember2022-12-310000002098us-gaap:TreasuryStockCommonMember2023-03-310000002098acu:ProductBMembercountry:US2023-01-012023-06-300000002098us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-04-012022-06-300000002098srt:MinimumMember2023-06-300000002098acu:UnitedStatesSegmentMember2023-04-012023-06-300000002098us-gaap:CommonStockMember2022-06-300000002098us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310000002098us-gaap:CommonStockMember2022-01-012022-06-300000002098srt:MaximumMember2023-06-3000000020982023-03-310000002098us-gaap:RetainedEarningsMember2022-04-012022-06-300000002098acu:ProductAMembersrt:EuropeMember2023-01-012023-06-300000002098acu:CanadaSegmentMember2022-01-012022-06-300000002098us-gaap:RevolvingCreditFacilityMember2023-01-012023-06-300000002098acu:CanadaSegmentMember2022-04-012022-06-300000002098srt:EuropeMember2022-04-012022-06-300000002098us-gaap:RetainedEarningsMember2021-12-3100000020982023-01-012023-06-300000002098us-gaap:RevolvingCreditFacilityMember2023-06-300000002098acu:IncomeStatementMember2023-04-012023-06-300000002098acu:ProductBMembercountry:CA2022-04-012022-06-300000002098acu:ProductBMember2023-01-012023-06-300000002098us-gaap:AdditionalPaidInCapitalMember2021-12-310000002098country:CA2023-01-012023-06-300000002098acu:ProductBMembercountry:US2022-01-012022-06-300000002098us-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-300000002098us-gaap:AdditionalPaidInCapitalMember2023-01-012023-06-300000002098us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-300000002098acu:UnitedStatesSegmentMember2022-12-310000002098us-gaap:AdditionalPaidInCapitalMember2023-03-310000002098us-gaap:RetainedEarningsMember2022-01-012022-06-300000002098acu:ProductAMembercountry:US2022-04-012022-06-300000002098acu:EuropeSegmentMember2023-06-300000002098acu:ProductAMembercountry:CA2022-04-012022-06-300000002098acu:UnitedStatesSegmentMember2022-04-012022-06-300000002098us-gaap:RetainedEarningsMember2022-06-300000002098us-gaap:TreasuryStockCommonMember2023-06-300000002098acu:CanadaSegmentMember2023-04-012023-06-3000000020982022-04-012022-06-300000002098us-gaap:OtherNoncurrentLiabilitiesMember2023-06-300000002098acu:UnitedStatesSegmentMember2022-01-012022-06-3000000020982022-01-012022-06-300000002098acu:ProductBMembercountry:CA2022-01-012022-06-300000002098acu:UnitedStatesSegmentMember2023-06-300000002098acu:ProductAMembercountry:CA2023-01-012023-06-300000002098acu:ProductBMembercountry:CA2023-01-012023-06-300000002098acu:ProductBMembersrt:EuropeMember2023-04-012023-06-3000000020982022-06-300000002098us-gaap:CommonStockMember2023-01-012023-06-300000002098acu:CanadaSegmentMember2023-06-300000002098acu:UnitedStatesSegmentMember2023-01-012023-06-300000002098acu:ProductAMember2023-04-012023-06-300000002098us-gaap:MortgagesMember2023-06-3000000020982021-12-3100000020982023-08-030000002098acu:ProductAMembercountry:US2023-04-012023-06-300000002098us-gaap:CommonStockMember2023-06-300000002098us-gaap:TreasuryStockCommonMember2022-12-310000002098us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-310000002098us-gaap:MortgagesMember2023-01-012023-06-300000002098acu:ProductAMembersrt:EuropeMember2022-01-012022-06-300000002098acu:ProductAMember2022-04-012022-06-300000002098srt:EuropeMember2023-01-012023-06-300000002098srt:MaximumMember2022-11-082022-11-080000002098us-gaap:AdditionalPaidInCapitalMember2022-06-300000002098us-gaap:RetainedEarningsMember2023-04-012023-06-300000002098acu:ProductBMembercountry:US2022-04-012022-06-300000002098acu:ProductAMember2023-01-012023-06-300000002098srt:EuropeMember2023-04-012023-06-300000002098country:CA2022-01-012022-06-300000002098acu:ProductAMembercountry:US2022-01-012022-06-300000002098srt:EuropeMember2022-01-012022-06-300000002098acu:EuropeSegmentMember2022-12-31xbrli:purexbrli:sharesiso4217:USDxbrli:sharesiso4217:USD

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2023

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 number: 01-07698

ACME UNITED CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Connecticut

 

06-0236700

State or Other Jurisdiction of

 

I.R.S. Employer Identification No.

Incorporation or Organization

 

 

 

 

 

1 Waterview Drive, Shelton, Connecticut

 

06484

Address of Principal Executive Offices

 

Zip Code

 

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

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

 

Title of each class

Trading Symbol

Name of each exchange on which registered

$2.50 par value Common Stock

ACU

NYSE American

Indicate by check mark whether the registrant (l) 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 No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes 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 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

 

 

 

 

 

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(s) 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

 

Registrant had 3,568,006 shares of its $2.50 par value Common Stock outstanding as of August 3, 2023.

 


ACME UNITED CORPORATION

INDEX

 

Page

Number

 

Part I — FINANCIAL INFORMATION:

3

Item 1:

Financial Statements (Unaudited)

3

Condensed Consolidated Balance Sheets at June 30, 2023 and December 31, 2022

3

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022

5

Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022

6

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022

7

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022

9

Notes to Condensed Consolidated Financial Statements

10

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Item 3:

Quantitative and Qualitative Disclosures about Market Risk

19

Item 4:

Controls and Procedures

19

 

Part II — OTHER INFORMATION:

20

Item 1:

Legal Proceedings

20

Item 1A:

Risk Factors

20

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

20

Item 3:

Defaults Upon Senior Securities

20

Item 4:

Mine Safety Disclosures

20

Item 5:

Other Information

20

Item 6:

Exhibits

20

Signatures

21

 

2


Part I - FINANCIAL INFORMATION

 

Item 1: Financial Statements

 

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(all amounts in thousands)

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

(Note 1)

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,401

 

 

$

6,100

 

Accounts receivable, less allowance of $842 in 2023 and $1,061 in 2022

 

 

39,796

 

 

 

32,604

 

Inventories

 

 

55,944

 

 

 

63,325

 

Prepaid expenses and other current assets

 

 

4,329

 

 

 

2,821

 

 Restricted cash

 

 

-

 

 

 

750

 

Total current assets

 

 

103,470

 

 

 

105,600

 

Property, plant and equipment:

 

 

 

 

 

 

Land

 

 

1,982

 

 

 

1,979

 

Buildings

 

 

17,315

 

 

 

16,614

 

Machinery and equipment

 

 

33,124

 

 

 

31,492

 

 

 

52,421

 

 

 

50,085

 

Less: accumulated depreciation

 

 

25,158

 

 

 

23,669

 

   Net property, plant and equipment

 

 

27,263

 

 

 

26,416

 

 

 

 

 

 

 

Operating lease right-of-use asset, net

 

 

2,374

 

 

 

2,632

 

Goodwill

 

 

8,189

 

 

 

8,189

 

Intangible assets, less accumulated amortization

 

 

19,780

 

 

 

20,790

 

Other assets - restricted cash

 

 

750

 

 

 

750

 

Total assets

 

$

161,826

 

 

$

164,377

 

 

 

See Notes to Condensed Consolidated Financial Statements.

3


ACME UNITED CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

(all amounts in thousands, except par value and share amounts)

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

(Note 1)

 

LIABILITIES

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

10,724

 

 

$

10,514

 

Operating lease liability - current portion

 

 

1,122

 

 

 

1,130

 

Current portion of mortgage payable

 

 

411

 

 

 

405

 

Other current liabilities

 

 

13,013

 

 

 

10,078

 

Total current liabilities

 

 

25,270

 

 

 

22,127

 

Non-current liabilities:

 

 

 

 

 

 

Long-term debt

 

 

39,979

 

 

 

49,916

 

Mortgage payable, net of current portion

 

 

10,485

 

 

 

10,694

 

Operating lease liability - non-current portion

 

 

1,407

 

 

 

1,683

 

Deferred income taxes

 

 

305

 

 

 

305

 

Other non-current liabilities

 

 

729

 

 

 

622

 

Total liabilities

 

 

78,175

 

 

 

85,347

 

 

 

 

 

 

 

Commitments and contingencies (see note 2)

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Common stock, par value $2.50:

 

 

 

 

 

 

authorized 8,000,000 shares;

 

 

 

 

 

 

5,112,878 shares issued and 3,568,006 shares outstanding in 2023 and

 

 

 

 

 

 

5,083,051 shares issued and 3,538,179 shares outstanding in 2022

 

 

12,773

 

 

 

12,699

 

Additional paid-in capital

 

 

14,333

 

 

 

13,448

 

Retained earnings

 

 

74,406

 

 

 

70,967

 

Treasury stock, at cost - 1,544,872 shares in 2023 and 2022

 

 

(15,996

)

 

 

(15,996

)

Accumulated other comprehensive loss:

 

 

 

 

 

 

Translation adjustment

 

 

(1,865

)

 

 

(2,088

)

Total stockholders’ equity

 

 

83,651

 

 

 

79,030

 

Total liabilities and stockholders’ equity

 

$

161,826

 

 

$

164,377

 

 

 

 

See Notes to Condensed Consolidated Financial Statements.

4


ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(all amounts in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net sales

 

$

53,336

 

 

$

56,773

 

 

$

99,175

 

 

$

100,106

 

Cost of goods sold

 

 

33,314

 

 

 

38,225

 

 

 

62,872

 

 

 

66,590

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

20,022

 

 

 

18,548

 

 

 

36,303

 

 

 

33,516

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

14,772

 

 

 

14,572

 

 

 

28,865

 

 

 

28,169

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

5,250

 

 

 

3,976

 

 

 

7,438

 

 

 

5,347

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-operating items:

 

 

 

 

 

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

860

 

 

 

428

 

 

 

1,779

 

 

 

737

 

Interest income

 

 

(28

)

 

 

(5

)

 

 

(45

)

 

 

(8

)

Interest expense, net

 

 

832

 

 

 

423

 

 

 

1,734

 

 

 

729

 

Other (income) expense, net

 

 

(23

)

 

 

148

 

 

 

(46

)

 

 

147

 

Income before income tax expense

 

 

4,441

 

 

 

3,405

 

 

 

5,750

 

 

 

4,471

 

Income tax expense

 

 

998

 

 

 

667

 

 

 

1,318

 

 

 

903

 

Net income

 

$

3,443

 

 

$

2,738

 

 

$

4,432

 

 

$

3,568

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.97

 

 

$

0.78

 

 

$

1.25

 

 

$

1.01

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.96

 

 

$

0.71

 

 

$

1.25

 

 

$

0.93

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding-denominator used for basic per share computations

 

 

3,555

 

 

 

3,521

 

 

 

3,548

 

 

 

3,521

 

Weighted average number of dilutive stock options outstanding

 

 

36

 

 

 

320

 

 

 

-

 

 

 

323

 

Denominator used for diluted per share computations

 

 

3,591

 

 

 

3,841

 

 

 

3,548

 

 

 

3,844

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per share

 

$

0.14

 

 

$

0.14

 

 

$

0.28

 

 

$

0.27

 

 

 

 

See Notes to Condensed Consolidated Financial Statements.

5


ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(all amounts in thousands)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net income

 

$

3,443

 

 

$

2,738

 

 

$

4,432

 

 

$

3,568

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

114

 

 

 

(574

)

 

 

223

 

 

 

(547

)

Comprehensive income

 

$

3,557

 

 

$

2,164

 

 

$

4,656

 

 

$

3,021

 

 

See Notes to Condensed Consolidated Financial Statements.

6


ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(UNAUDITED)

(all amounts in thousands, except share amounts)

 

 

 

For the three months ended June 30, 2022

 

 

Outstanding Shares of Common Stock

 

 

Common Stock

 

 

Treasury
 Stock

 

 

Additional Paid-In Capital

 

 

Accumulated
 Other Comprehensive Loss

 

 

Retained Earnings

 

 

Total

 

Balances, March 31, 2022

 

3,520,646

 

 

$

12,655

 

 

$

(15,996

)

 

$

12,222

 

 

$

(1,353

)

 

$

70,245

 

 

$

77,773

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,738

 

 

 

2,738

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

(574

)

 

 

 

 

 

(574

)

Stock compensation expense

 

 

 

 

 

 

 

 

 

 

368

 

 

 

 

 

 

 

 

 

368

 

Distributions to shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(492

)

 

 

(492

)

Issuance of common stock

 

727

 

 

 

2

 

 

 

 

 

 

8

 

 

 

 

 

 

 

 

 

10

 

Balances June 30, 2022

 

3,521,373

 

 

$

12,657

 

 

$

(15,996

)

 

$

12,598

 

 

$

(1,927

)

 

$

72,491

 

 

$

79,823

 

 

 

For the three months ended June 30, 2023

 

 

Outstanding Shares of Common Stock

 

 

Common Stock

 

 

Treasury
 Stock

 

 

Additional Paid-In Capital

 

 

Accumulated
 Other Comprehensive Loss

 

 

Retained Earnings

 

 

Total

 

Balances, March 31, 2023

 

3,545,725

 

 

$

12,717

 

 

$

(15,996

)

 

$

13,914

 

 

$

(1,979

)

 

$

71,460

 

 

$

80,116

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,443

 

 

 

3,443

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

114

 

 

 

 

 

 

114

 

Stock compensation expense

 

 

 

 

 

 

 

 

 

 

389

 

 

 

 

 

 

 

 

 

389

 

Distributions to shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(497

)

 

 

(497

)

Issuance of common stock

 

15,702

 

 

 

40

 

 

 

 

 

 

189

 

 

 

 

 

 

 

 

 

229

 

Net share settlement of stock options

 

6,579

 

 

 

16

 

 

 

 

 

 

(159

)

 

 

 

 

 

 

 

 

(143

)

Balances June 30, 2023

 

3,568,006

 

 

$

12,773

 

 

$

(15,996

)

 

$

14,333

 

 

$

(1,865

)

 

$

74,406

 

 

$

83,651

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30, 2022

 

 

Outstanding
Shares of
Common
Stock

 

 

Common
Stock

 

 

Treasury
 Stock

 

 

Additional
Paid-In
Capital

 

 

Accumulated
 Other
Comprehensive
Loss

 

 

Retained
Earnings

 

 

Total

 

Balances, December 31, 2021

 

 

3,520,646

 

 

$

12,655

 

 

$

(15,996

)

 

$

11,930

 

 

$

(1,380

)

 

$

69,873

 

 

$

77,082

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,568

 

 

 

3,568

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(547

)

 

 

 

 

 

(547

)

Stock compensation expense

 

 

 

 

 

 

 

 

 

 

 

768

 

 

 

 

 

 

 

 

 

768

 

Distributions to shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(950

)

 

 

(950

)

Issuance of common stock

 

 

727

 

 

 

2

 

 

 

 

 

 

8

 

 

 

 

 

 

 

 

 

10

 

Cash settlement of stock options

 

 

 

 

 

 

 

 

 

 

 

(108

)

 

 

 

 

 

 

 

 

(108

)

Balances June 30, 2022

 

 

3,521,373

 

 

$

12,657

 

 

$

(15,996

)

 

$

12,598

 

 

$

(1,927

)

 

$

72,491

 

 

$

79,823

 

 

For the six months ended June 30, 2023

 

7


 

 

Outstanding
Shares of
Common
Stock

 

 

Common
Stock

 

 

Treasury
 Stock

 

 

Additional
Paid-In
Capital

 

 

Accumulated
 Other
Comprehensive
Loss

 

 

Retained
Earnings

 

 

Total

 

Balances, December 31, 2022

 

 

3,538,179

 

 

$

12,699

 

 

$

(15,996

)

 

$

13,448

 

 

$

(2,088

)

 

$

70,967

 

 

$

79,030

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,432

 

 

 

4,432

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

223

 

 

 

 

 

 

223

 

Stock compensation expense

 

 

 

 

 

 

 

 

 

 

 

813

 

 

 

 

 

 

 

 

 

813

 

Distributions to shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(993

)

 

 

(993

)

Issuance of common stock

 

 

20,702

 

 

 

52

 

 

 

 

 

 

237

 

 

 

 

 

 

 

 

 

289

 

Net share settlement of stock options

 

 

9,125

 

 

 

22

 

 

 

 

 

 

(165

)

 

 

 

 

 

 

 

 

(143

)

Balances June 30, 2023

 

 

3,568,006

 

 

$

12,773

 

 

$

(15,996

)

 

$

14,333

 

 

$

(1,865

)

 

$

74,406

 

 

$

83,651

 

 

See Notes to Condensed Consolidated Financial Statements.

8


ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(all amounts in thousands)

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2023

 

 

2022

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

4,432

 

 

$

3,568

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

 

Depreciation

 

 

1,440

 

 

 

1,339

 

Amortization of intangible assets

 

 

1,011

 

 

 

744

 

Non-cash lease adjustment

 

 

(12

)

 

 

-

 

Stock compensation expense

 

 

813

 

 

 

768

 

Provision for bad debt

 

 

51

 

 

 

50

 

Amortization of deferred financing costs

 

 

34

 

 

 

8

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(7,458

)

 

 

(12,468

)

Inventories

 

 

7,645

 

 

 

(11,021

)

Prepaid expenses and other assets

 

 

(762

)

 

 

(991

)

Accounts payable

 

 

189

 

 

 

12,651

 

Other accrued liabilities

 

 

3,160

 

 

 

182

 

Total adjustments

 

 

6,111

 

 

 

(8,739

)

Net cash provided by (used in) operating activities

 

 

10,543

 

 

 

(5,171

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

(2,271

)

 

 

(2,761

)

  Contingent payment related to the acquisition of Safety Made

 

 

(750

)

 

 

(9,609

)

Net cash used in investing activities

 

 

(3,021

)

 

 

(12,370

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Net borrowings of long-term debt

 

 

(9,963

)

 

 

17,225

 

Tax withholding on net share settlement of stock options

 

 

(143

)

 

 

-

 

Cash settlement of stock options

 

 

-

 

 

 

(108

)

Repayments on mortgage

 

 

(209

)

 

 

(192

)

Proceeds from issuance of common stock

 

 

289

 

 

 

10

 

Distributions to shareholders

 

 

(993

)

 

 

(915

)

Net cash (used in) provided by financing activities

 

 

(11,019

)

 

 

16,020

 

 

 

 

 

 

 

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

 

48

 

 

 

(62

)

Net change in cash, cash equivalents and restricted cash

 

 

(3,449

)

 

 

(1,583

)

 

 

 

 

 

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

7,600

 

 

 

4,843

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash at end of period

 

$

4,151

 

 

$

3,260

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid for income taxes

 

$

257

 

 

$

242

 

Cash paid for interest

 

$

1,786

 

 

$

661

 

Non-cash financing activity

 

 

 

 

 

 

Net share settlement of stock options

 

$

22

 

 

$

-

 

 

See Notes to Condensed Consolidated Financial Statements.

 

9


ACME UNITED CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of Presentation

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 the disclosures normally required by accounting principles generally accepted in the United States 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, 2022 for such disclosures. The condensed consolidated balance sheet as of December 31, 2022 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 2022 Annual Report on Form 10-K.

The Company has evaluated events and transactions subsequent to June 30, 2023 and through the date these condensed consolidated financial statements were issued.

 

Recently Adopted Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (“ASU 2016-13”), which provides new authoritative guidance with respect to the measurement of credit losses on financial instruments. This update changes the impairment model for most financial assets and certain other instruments by introducing a current expected credit loss (“CECL”) model. The CECL model is a more forward-looking approach based on expected losses rather than incurred losses, requiring entities to estimate and record losses expected over the remaining contractual life of an asset. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for smaller reporting companies. The Company adopted ASU 2016-13 on January 1, 2023. The adoption did not have an impact on our condensed consolidated financial statements.

2. Commitment and Contingencies

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

3. Revenue from Contracts with Customers

Nature of Goods and Services

The Company recognizes revenue from the sales of a broad line of products that are grouped into two main categories: (a) first aid and medical; and (b) cutting, sharpening and measuring. The cutting, sharpening and measuring category includes scissors, knives, paper trimmers, pencil sharpeners and other sharpening tools. The first aid and medical category includes first aid kits and refills, over-the-counter medications and a variety of medical products. Revenue recognition is evaluated through the following five steps: (i) identification of the contract or contracts with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.

When Performance Obligations Are Satisfied

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Revenue is generated by the sale of the Company’s products to its customers. Sales contracts (purchase orders) generally have a single performance obligation that is satisfied at a point in time, upon shipment or delivery, depending on the terms of the underlying contract. Revenue is measured based on the consideration specified in the contract. The amount of consideration we receive and revenue we recognize is impacted by incentives ("customer rebates"), including sales rebates, which are generally tied to sales volume levels, in-store promotional allowances, shared media and customer catalogue allowances and other cooperative advertising arrangements; freight allowance programs offered to our customers; and allowance for returns and discounts. We generally recognize customer rebate costs as a deduction to gross sales at the time that the associated revenue is recognized.

Significant Payment Terms

Payment terms for each customer are dependent on the agreed upon contractual repayment terms. Payment terms typically are between 30 and 90 days and vary depending on the size of the customer and its risk profile to the Company. Some customers receive discounts for early payment.

10


Product Returns

The Company accepts product returns in the normal course of business. The Company estimates reserves for returns and the related refunds to customers based on historical experience. Reserves for returned merchandise are included as a component of “Accounts receivable” in the condensed consolidated balance sheets.

Practical Expedient Usage and Accounting Policy Elections

For the Company’s contracts that have an original duration of one year or less, the Company uses the practical expedient in ASC 606-10-32-18 applicable to such contracts and does not consider the time value of money in relation to significant financing components. The effect of applying this practical expedient election did not have an impact on the Company’s condensed consolidated financial statements.

Per ASC 606-10-25-18B, the Company has elected to account for shipping and handling activities that occur after the customer has obtained control as a fulfilment activity instead of a performance obligation. Furthermore, shipping and handling activities performed before transfer of control of the product also do not constitute a separate and distinct performance obligation. The effect of applying this practical expedient election did not have an impact on the Company’s condensed consolidated financial statements.

The Company has elected to exclude from the transaction price those amounts which relate to sales and other taxes that are assessed by governmental authorities and that are imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer.

Applying the practical expedient in ASC 340-40-25-4, Other Assets and Deferred Costs, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred. These costs are included in “Selling, general and administrative expenses.”

Disaggregation of Revenues

The following table represents external net sales disaggregated by product category, by segment (amounts in thousands):

For the three months ended June 30, 2023

 

 

 

United States

 

 

Canada

 

 

Europe

 

 

Total

 

Cutting, Sharpening and Measuring

 

$

16,533

 

 

$

1,982

 

 

$

3,484

 

 

$

21,999

 

First Aid and Medical

 

 

28,667

 

 

 

2,394

 

 

 

276

 

 

 

31,337

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Net Sales

 

$

45,200

 

 

$

4,376

 

 

$

3,760

 

 

$

53,336

 

 

For the three months ended June 30, 2022

 

 

 

United States

 

 

Canada

 

 

Europe

 

 

Total

 

Cutting, Sharpening and Measuring

 

$

21,954

 

 

$

2,192

 

 

$

3,555

 

 

$

27,701

 

First Aid and Medical

 

 

26,951

 

 

 

1,684

 

 

 

437

 

 

 

29,072

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Net Sales

 

$

48,905

 

 

$

3,876

 

 

$

3,992

 

 

$

56,773

 

For the six months ended June 30, 2023

 

 

United States

 

 

Canada

 

 

Europe

 

 

Total

 

Cutting, Sharpening and Measuring

 

$

30,616

 

 

$

3,387

 

 

$

6,845

 

 

$

40,848

 

First Aid and Medical

 

 

53,438

 

 

 

4,246

 

 

 

643

 

 

 

58,327

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Net Sales

 

$

84,054

 

 

$

7,633

 

 

$

7,488

 

 

$

99,175

 

 

 

For the six months ended June 30, 2022

 

 

 

United States

 

 

Canada

 

 

Europe

 

 

Total

 

Cutting, Sharpening and Measuring

 

$

37,287

 

 

$

3,785

 

 

$

7,113

 

 

$

48,185

 

First Aid and Medical

 

 

47,359

 

 

 

3,706

 

 

 

856

 

 

 

51,921

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Net Sales

 

$

84,646

 

 

$

7,491

 

 

$

7,969

 

 

$

100,106

 

 

11


4. Debt and Shareholders’ Equity

Long-term debt consists of (i) borrowings under the Company’s revolving loan agreement with HSBC Bank, N.A.(“HSBC”) and (ii) amounts outstanding under the fixed rate mortgage on the Company’s manufacturing and distribution facilities in Rocky Mount, NC and Vancouver, WA. The revolving loan agreement provides for borrowings of up to $65 million at an interest rate of Secured Overnight Financing Rate (“SOFR”) plus 1.75%; interest is payable monthly. The credit facility has an expiration date of May 31, 2026. The Company must pay a facility fee, payable quarterly, in an amount equal to one eighth of one percent (.125%) per annum of the average daily unused portion of the revolving credit line. The facility is intended to provide liquidity for growth, acquisitions, dividends, share repurchases, and other operating activities. Under the revolving loan agreement, the Company is required to maintain specific amounts of funded debt to EBITDA, a fixed charge coverage ratio and must have annual net income greater than $0, measured as of the end of each fiscal year. On November 8, 2022, the revolving loan agreement was amended to increase the ratio of funded debt to EBITDA. The amendment was in effect for four quarters commencing in the third quarter of 2022 and ending with the three months ended June 30, 2023. The amendment included an increase in the funded debt to EBITDA ratio for those four quarters ranging from a low of 4.75 to 1 to a high of 5.75 to 1. The amendment also increased the interest rate from SOFR +1.75% up to a high of SOFR + 2.35% on a basis that varies on a quarterly basis with the funded debt to EBITDA ratio. As of June 30, 2023, the Company was in compliance with the covenants under the revolving loan agreement, as amended.

As of June 30, 2023 and December 31, 2022, the Company had outstanding borrowings of $39,979,000 and $49,916,000, respectively, under the Company’s revolving loan agreement with HSBC.

The Company’s manufacturing and distribution facilities in Rocky Mount, NC and Vancouver, WA were financed by a fixed rate mortgage with HSBC at a fixed interest rate of 3.8%. The Company entered into the agreement on December 1, 2021. Commencing on January 1, 2022, payments of principal and interest are due monthly, with all amounts outstanding due on maturity on December 1, 2031. As of June 30, 2023 and December 31, 2022, long-term debt related to the mortgage consisted of the following (amounts in ‘000’s):

 

June 30, 2023

 

December 31, 2022

 

 

 

 

 

 

Mortgage payable - HSBC Bank N.A.

$

11,024

 

$

11,233

 

Less debt issuance costs

 

(128

)

 

(134

)

 

10,896

 

 

11,099

 

Less current maturities

 

411

 

 

405

 

Long-term mortgage payable less current maturities

$

10,485

 

$

10,694

 

 

 

 

 

 

During the three and six months ended June 30, 2023, the Company issued a total of 15,702 and 20,702 shares of common stock and received aggregate proceeds of $229,000 and $289,000 upon exercise of employee stock options. Also, during the three and six months ended June 30, 2023, the Company issued 6,579 and 9,125 shares of common stock to optionees who had elected a net share settlement of certain 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 maker 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 maker reviews the financial results of both, on a consolidated basis, and as such, 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 first aid and medical products, cutting and sharpening devices and measuring instruments 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, Tennessee, Florida, New Hampshire and California. 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 products 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 8% and 7% of the Company’s total net sales for the three and six months ended June 30, 2023 compared to 12% and 9%, respectively for the same periods in 2022.

The chief operating decision maker evaluates the performance of each operating segment based on segment revenues and operating income. Segment revenues are defined as total revenues, including both external customer revenue and inter-segment revenue. Segment operating earnings

12


are defined as segment revenues, less cost of goods sold and operating expenses. Identifiable assets by segment are those assets used in the respective reportable segment’s operations. Inter-segment amounts are eliminated to arrive at consolidated financial results.

The following table sets forth certain financial data by segment for the three and six months ended June 30, 2023 and 2022:

Financial data by segment:

(in thousands)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Sales to external customers:

 

2023

 

 

2022

 

 

2023

 

 

2022

 

United States

 

$

45,200

 

 

$

48,905

 

 

$

84,054

 

 

$

84,646

 

Canada

 

 

4,376

 

 

 

3,876

 

 

 

7,633

 

 

 

7,491

 

Europe

 

 

3,760

 

 

 

3,992

 

 

 

7,488

 

 

 

7,969

 

Consolidated

 

$

53,336

 

 

$

56,773

 

 

$

99,175

 

 

$

100,106

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income:

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

4,251

 

 

$

3,454

 

 

$

6,031

 

 

$

4,287

 

Canada

 

 

742

 

 

 

474

 

 

 

960

 

 

 

830

 

Europe

 

 

257

 

 

 

48

 

 

 

447

 

 

 

230

 

Consolidated

 

$

5,250

 

 

$

3,976

 

 

$

7,438

 

 

$

5,347

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

832

 

 

 

423

 

 

 

1,734

 

 

 

729

 

Other (income) expense, net

 

 

(23

)

 

 

148

 

 

 

(46

)

 

 

147

 

Consolidated income before income taxes

 

$

4,441

 

 

$

3,405

 

 

$

5,750

 

 

$

4,471

 

 

Assets by segment:

(in thousands)

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

United States

 

$

141,486

 

 

$

144,466

 

Canada

 

 

9,547

 

 

 

9,078

 

Europe

 

 

10,793

 

 

 

10,833

 

Consolidated

 

$

161,826

 

 

$

164,377

 

 

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, which is generally the vesting period of the equity instrument. Share-based compensation expense was approximately $389,000 and $813,000 for the three and six months ended June 30, 2023 compared to approximately $368,000 and $768,000 for the three and six months ended June 30, 2022.

As of June 30, 2023, there was a total of $2,826,745 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 was expected to be recognized over a weighted average period of approximately three years.

7. Fair Value Measurements

The carrying value of the Company’s bank debt is a reasonable estimate of fair value because of the nature of its payment terms and maturity. The Company’s contingent liability related to the acquisition of Safety Made is recorded at its fair value of $705,000 which is recorded in other non-current liabilities on the condensed consolidated balance sheet as of June 30, 2023. Changes in the fair value of the liability are recorded in earnings. There was an increase in the liability of $75,000 and $125,000, respectively, during the three and six months ended June 30, 2023. During the three months ended June 30, 2023, the Company paid $750,000 of the $1.5 million held in escrow related to the contingent liability.

8. Leases

The Company has operating leases for office and warehouse space and equipment under various arrangements which provide the right to use the underlying asset and require lease payments for the lease term. The Company’s lease portfolio consists of operating leases which expire at various dates through 2026.

Certain of the Company’s lease arrangements contain renewal provisions, exercisable at the Company's option. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

13


The Company determines if an arrangement is an operating lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. All other leases are recorded on the balance sheet with right-of-use (“ROU”) assets representing the right to use the underlying asset for the lease term and lease liabilities representing the obligation to make lease payments arising from the lease.

Operating lease cost was $0.3 million for the three months ended June 30, 2023, of which $0.1 million was included in cost of goods sold and $0.2 million was included in selling, general and administrative expenses. Operating lease cost was $0.7 million for the six months ended June 30, 2023, of which $0.2 million was included in cost of goods sold and $0.5 million was included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

Information related to leases (in thousands):

 

 

 

Three Months Ended

 

 

Three Months Ended

 

Operating cash flow information:

 

June 30, 2023

 

 

June 30, 2022

 

Operating lease cost

 

$

344

 

 

$

308

 

Operating lease - cash flow

 

$

346

 

 

$

322

 

 

 

 

 

 

 

 

Non-cash activity:

 

 

 

 

 

 

ROU assets obtained in exchange for lease liabilities

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

Six Months Ended

 

Operating cash flow information:

 

June 30, 2023

 

 

June 30, 2022

 

Operating lease cost

 

$

678

 

 

$

618

 

Operating lease - cash flow

 

$

693

 

 

$

645

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash activity:

 

 

 

 

 

 

ROU assets obtained in exchange for lease liabilities

 

$

341

 

 

$

211

 

 

 

 

June 30, 2023

 

 

June 30, 2022

 

Weighted-average remaining lease term

 

3.0 years

 

 

3.0 years

 

Weighted-average discount rate

 

 

5

%

 

 

5

%

 

Future minimum lease payments under non-cancellable leases as of June 30, 2023:

 

2023 (remaining)

 

$

650

 

2024

 

 

1,044

 

2025

 

 

816

 

2026

 

 

165

 

 

 

 

Total future minimum lease payments

 

$

2,675

 

Less: imputed interest

 

 

(146

)

Present value of lease liabilities - current

 

 

1,122

 

Present value of lease liabilities - non-current

 

$

1,407

 

 

9. Other Accrued Liabilities

 

Other current and non-current accrued liabilities consisted of (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Customer rebates

 

$

6,753

 

 

$

5,534

 

Contingent liability - Safety Made

 

 

705

 

 

 

1,330

 

Accrued compensation

 

 

1,223

 

 

 

791

 

Dividend payable

 

 

496

 

 

 

495

 

Income tax payable

 

 

1,549

 

 

 

534

 

Other

 

 

3,016

 

 

 

2,016

 

Total:

 

$

13,742

 

 

$

10,700

 

 

 

 

 

 

 

 

 

10. Cash, Cash Equivalents and Restricted Cash

14


(in thousands):

 

 

June 30, 2023

 

December 31, 2022

 

Cash and cash equivalents

 

$

3,401

 

$

6,100

 

Restricted Cash - current

 

 

-

 

 

750

 

Restricted Cash - non-current

 

 

750

 

 

750

 

Total cash, cash equivalents and restricted cash

 

$

4,151

 

$

7,600

 

 

Restricted cash, which is reported within other long term assets in the condensed consolidated balance sheets consists of the contingent payment held in escrow related to the acquisition of Safety Made. During the three months ended June 30, 2023, the Company paid $750,000 related to the contingent liability associated with Safety Made acquisition.

 

 

11. Intangible Assets and Goodwill

The Company’s intangible assets and goodwill consisted of (in thousands):

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Tradename

 

$

10,008

 

 

$

10,008

 

Customer list

 

 

18,502

 

 

 

18,502

 

Non-compete

 

 

1,248

 

 

 

1,248

 

Slice license agreement

 

 

380

 

 

 

380

 

Patents

 

 

2,272

 

 

 

2,272

 

Subtotal

 

 

32,409

 

 

 

32,409

 

Less: Accumulated amortization

 

 

12,630

 

 

 

11,619

 

Intangible assets

 

$

19,780

 

 

$

20,790

 

Goodwill

 

$

8,189

 

 

$

8,189

 

Total:

 

$

27,969

 

 

$

28,979

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The useful lives of the identifiable intangible assets range from 5 years to 15 years.

 

12. Inventories

Inventories consisted of (in thousands):

 

 

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

2023

 

 

2022

 

Finished goods

 

$

39,817

 

 

$

45,371

 

Work in process

 

 

307

 

 

 

408

 

Materials and supplies

 

 

15,820

 

 

 

17,546

 

 

 

$

55,944

 

 

$

63,325

 

 

 

Inventories are stated at the lower of cost or net realizable value, determined by the first-in, first-out method.

 

15


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 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.

 

These risks and uncertainties 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, including the impact on the Company’s suppliers and customers; (iii) additional disruptions in the Company’s supply chains, whether caused by pandemics, natural disasters, or otherwise, including trucker shortages, port closures and delays, and delays with container ships themselves; (iv) the continuing adverse impact of inflation, including product costs, and interest rates; (v) potential adverse effects on the Company, its customers, and suppliers resulting from the war in Ukraine; (vi) labor related costs the Company has and may continue to incur, including costs of acquiring and training new employees and rising wages and benefits; (vii) currency fluctuations including, for example, the fluctuation of the dollar against the euro; (viii) the Company’s ability to effectively manage its inventory in a rapidly changing business environment; (ix) changes in client needs and consumer spending habits; (x) the impact of competition; (xi) the impact of technological changes including, specifically, the growth of online marketing and sales activity; (xii) the Company’s ability to manage its growth effectively, including its ability to successfully integrate any business it might acquire; (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.

For a more detailed discussion of these and other factors affecting the Company, see the Risk Factors described in Item 1A included in the Company’s Annual Report on Form 10-K for the fiscal year December 31, 2022 and below under “Financial Condition”. 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

We discuss our critical accounting policies and estimates 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 year ended December 31, 2022.

Critical Accounting Estimates

There have been no material changes to the Company’s critical accounting estimates as previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Results of Operations

Traditionally, the Company’s sales of its cutting, sharpening, and measuring products 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.

Net sales

Consolidated net sales for the three and six months ended June 30, 2023 were $53,336,000 and $99,175,000 compared with $56,773,000 and $100,106,000 in the same periods in 2022, a 6% and 1% decrease, respectively.

Net Sales in the U.S. for the three and six months ended June 30, 2023 decreased 8% and 1%, compared to the same periods in 2022. The decrease in net sales for the three and six months, compared to the same period in 2022, is primarily due to lower sales of school and office products which were negatively impacted by customer reductions of their inventory. Customers acquired additional safety stock in the second quarter of 2022 to mitigate supply chain disruption concerns. These lower sales were partially offset by higher sales of first aid and medical products.

16


Net sales in Canada for the three and six months ended June 30, 2023 increased 13% (21% in local currency) and 2% (8% in local currency), compared to the same periods last year. The increases in net sales for the three and six months ended June 30, 2023 were mainly due to higher sales of first aid products.

European net sales for the three months ended June 30, 2023 decreased 6% (7% in local currency) compared to the same period in 2022. Net sales for the six months ended June 30, 2023 decreased 6% (5 in local currency) compared to the same period in 2022. The decline in net sales for the three and six month periods were mainly due to the economic recession in Europe.

 

Gross profit

 

Gross profit for the three months ended June 30, 2023 was $20,022,000 (37.5% of net sales) compared to $18,548,000 (32.7% of net sales) in the same period in 2022. Gross profit for the six months ended June 30, 2023 was $36,303,000 (36.6% of net sales) compared to $33,516,000 (32.7% of net sales) in the same period in 2022. The increases in gross profit for the three and six months were primarily due to cost saving initiatives and productivity improvements at our manufacturing and distribution facilities as well as lower ocean container costs and demurrage charges.

 

Selling, general and administrative expenses

Selling, general and administrative ("SG&A") expenses for the three months ended June 30, 2023 were $14,772,000 (27.7% of net sales) compared with $14,572,000 (25.7% of net sales) in the same period in 2022, an increase of $200,000. SG&A expenses for the six months ended June 30, 2023 were $28,865,000 (29.1% of net sales) compared with $28,169,000 (28.1% of net sales) in the same period in 2022, an increase of $696,000. The increase in SG&A expenses for the six months ended June 30, 2023 is primarily related to higher personnel related expenses.

 

Operating income

 

Operating income for the three months ended June 30, 2023 was $5,250,000 compared with $3,976,000 in the same period of 2022. Operating income for the six months ended June 30, 2023 was $7,438,000 compared with $5,347,000 in the same period of 2022.

 

Operating income in the U.S. segment increased by $797,000 for the three months ended June 30, 2023, compared to the same period in 2022. Operating income in the U.S. segment increased by $1,744,000 for the six months ended June 30, 2023 compared to the same period in 2022. The increase in operating income for the three and six months ended June 30, 2023 was primarily due to productivity improvements at our manufacturing and distribution facilities, cost savings initiatives which included lowering SG&A expenses as well as lower ocean container costs and demurrage charges.

 

Operating income in the Canadian segment increased by $268,000 and $130,000 for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The increases in operating income are primarily due to higher sales.

 

Operating income in the European segment increased by $209,000 and $217,000 for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The increases in operating income for the three and six months ended June 30, 2023 were primarily due to higher gross margins as a result of lower ocean container costs.

 

Interest expense, net

 

Interest expense, net for the three months ended June 30, 2023 was $832,000 compared with $423,000 in the same period of 2022, a $409,000 increase. Interest expense, net for the six months ended June 30, 2023 was $1,734,000 compared with $729,000, in the same period of 2022, a $1,005,000 increase. The increases in interest expense for the three and six months ended June 30, 2023 resulted from a higher average interest rate on the outstanding debt under the Company’s revolving loan agreement.

Other (income) expense, net

 

Other income, net was $23,000 in the three months ended June 30, 2023 compared to other expense, net of $148,000 in the same period of 2022. Other income, net in the six months ended June 30, 2023 was $46,000 compared to other expense, net of $147,000 in the same period of 2022.

 

 

Income taxes

The effective income tax rate for the three and six months ended June 30, 2023 was 23% compared to 20% in the same periods of 2022. The higher effective income tax rate for the three and six month ended June 30, 2023 is primarily due to higher earnings in jurisdictions with higher tax rates.

17


Financial Condition

Liquidity and Capital Resources

 

During the first six months of 2023, working capital decreased approximately $5.3 million. Inventory decreased approximately $7.4 million during this six-month period. The decline in inventory is due to planned reductions as the risk of supply chain disruptions has diminished. Inventory turnover, calculated using a twelve-month average inventory balance, was 2.0 at June 30, 2023 and December 31, 2022. Receivables increased approximately $7.2 million at June 30, 2023 compared to December 31, 2022. The average number of days sales outstanding in accounts receivable was 59 days at June 30, 2023 compared to 62 days at December 31, 2022. Accounts payable and other current liabilities increased by approximately $3.2 million at June 30, 2023 compared to December 31, 2022.

The Company's working capital, current ratio and long-term debt to equity ratio are as follows (dollar amounts in thousands):

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Working capital

 

$

78,200

 

 

$

83,473

 

Current ratio

 

 

4.09

 

 

 

4.77

 

Long term debt to equity ratio

 

 

60.3

%

 

 

76.7

%

 

Long-term debt consists of (i) borrowings under the Company’s revolving loan agreement with HSBC Bank, N.A. and (ii) amounts outstanding under the fixed rate mortgage on the Company’s manufacturing and distribution facilities in Rocky Mount, NC and Vancouver, WA. The revolving loan agreement provides for borrowings of up to $65 million, at an interest rate of SOFR plus 1.75%; interest is payable monthly. The loan agreement has an expiration date of May 31, 2026. The Company must pay a facility fee, payable quarterly, in an amount equal to one eighth of one percent (.125%) per annum of the average daily unused portion of the revolving credit line. The facility is intended to provide liquidity for growth, share repurchases, dividends, acquisitions, and other business activities. Under the revolving loan agreement, the Company is required to maintain specific amounts of funded debt to EBITDA, a fixed charge coverage ratio and must have annual net income greater than $0, measured as of the end of each fiscal year.

On November 8, 2022, the revolving loan agreement was amended to increase the ratio of funded debt to EBITDA. The amendment was in effect for four quarters commencing in the third quarter of 2022 and ending with the three months ended June 30, 2023. The amendment included an increase in the funded debt to EBITDA ratio for those four quarters ranging from a low of 4.75 to 1 to a high of 5.75 to 1. The amendment also increased the interest rate from SOFR +1.75% up to a high of SOFR + 2.35% on a basis that varies on a quarterly basis with the funded debt to EBITDA ratio. As of June 30, 2023, the Company was in compliance with the covenants under the revolving loan agreement, as amended.

During the first six months of 2023, total debt outstanding under the Company’s revolving credit facility decreased by approximately $10 million, compared to total debt thereunder at December 31, 2022. As of June 30, 2023, $39,979,000 was outstanding and $25,021,000 was available for borrowing under the Company’s credit facility.

The Company’s manufacturing and distribution facilities in Rocky Mount, NC and Vancouver, WA were financed by a fixed rate mortgage with HSBC Bank, N.A. at a fixed interest rate of 3.8%. The Company entered into the agreement on December 1, 2021. Payments of principal and interest are due monthly, with all amounts outstanding due on maturity on December 1, 2031. At June 30, 2023, there was approximately $10.9 million outstanding on the mortgage.

 

In response to the supply chain challenges encountered by the Company, the Company has implemented a series of cost reduction initiatives that are expected to generate over $5.0 million in savings in 2023. These initiatives have included a wide range of productivity improvements in our manufacturing and distribution facilities as well as a reduction of SG&A expenses.

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

18


Item 3: Quantitative and Qualitative Disclosure about Market Risk

Not applicable.

Item 4: Controls and Procedures

(a) Evaluation of Internal 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 defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2023. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

 

(b) Changes in Internal Control over Financial Reporting

During the quarter ended June 30, 2023, 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.

 

 

 

 

19


PART II. OTHER INFORMATION

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, 2022.

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

None.

Item 3 — Defaults upon 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 18 U.S.C. Section 1350, as adopted pursuant Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

Exhibit 31.2

 

Certification of Paul G. Driscoll pursuant to 18 U.S.C. Section 1350, as adopted pursuant Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

Exhibit 32.1

 

Certification of Walter C. Johnsen 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 of Paul G. Driscoll pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS

Inline XBRL Instance Document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

104

 

The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

 

20


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.

 

ACME UNITED CORPORATION

 

 

 

By

/s/ Walter C. Johnsen

 

 

Walter C. Johnsen

 

 

Chairman of the Board and

 

 

Chief Executive Officer

 

 

 

 

Dated: August 8, 2023

 

 

By

/s/ Paul G. Driscoll

 

 

Paul G. Driscoll

 

 

Vice President and

 

 

Chief Financial Officer

 

 

 

 

Dated: August 8, 2023

 

 

21


EX-31.1

Exhibit 31.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, WALTER C. JOHNSEN, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Acme United Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 By

/s/ Walter C. Johnsen

Walter C. Johnsen

 

Chairman of the Board and

 

Chief Executive Officer

 

Dated: August 8, 2023

 


EX-31.2

Exhibit 31.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, PAUL G. DRISCOLL, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Acme United Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 By

/s/ Paul G. Driscoll

Paul G. Driscoll

 

Vice President and

 

Chief Financial Officer

 

 

Dated: August 8, 2023

 

 


EX-32.1

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

The undersigned officer of Acme United Corporation (the “Company”) hereby certifies to my knowledge that the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2023 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed to be a part of the Report or “filed” for any purpose whatsoever.

 

By

/s/ Walter C. Johnsen

 

 

Walter C. Johnsen

 

 

Chairman of the Board and

 

 

Chief Executive Officer

 

 

Dated: August 8, 2023

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Acme United Corporation and will be retained by Acme United Corporation and furnished to the Securities and Exchange Commission or its staff upon request.


EX-32.2

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

The undersigned officer of Acme United Corporation (the “Company”) hereby certifies to my knowledge that the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2023 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed to be a part of the Report or “filed” for any purpose whatsoever.

 

By

/s/ Paul G. Driscoll

 

 

Paul G. Driscoll

 

 

Vice President and

 

 

Chief Financial Officer

 

 

Dated: August 8, 2023

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Acme United Corporation and will be retained by Acme United Corporation and furnished to the Securities and Exchange Commission or its staff upon request.