================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 10-Q
------------------------------------
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2005
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 001-07698
ACME UNITED CORPORATION
(Exact name of registrant as specified in its charter)
------------------
CONNECTICUT 06-0236700
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1931 BLACK ROCK TURNPIKE, FAIRFIELD, CONNECTICUT 06825
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 332-7330
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
Registrant had 3,559,983 shares outstanding as of July 12, 2005 of its $2.50 par
value Common Stock.
ACME UNITED CORPORATION
Page
----
Part I -- FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets...................... 3
Condensed Consolidated Statements of Operations
and Comprehensive Income................................ 5
Condensed Consolidated Statements of Cash Flows............ 6
Notes to Condensed Consolidated Financial Statements....... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..................... 9
Item 3. Quantitative and Qualitative Disclosure About Market Risk.... 13
Item 4. Controls and Procedures...................................... 13
Part II -- OTHER INFORMATION
Item 1. Legal Proceedings............................................ 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.. 14
Item 3. Defaults Upon Senior Securities.............................. 14
Item 4. Submission of Matters to a Vote of Security Holders.......... 14
Item 5. Other Information............................................ 15
Item 6. Exhibits and Reports on Form 8-K............................. 15
Signatures........................................................... 16
(2)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(all amounts in thousands)
June 30 December 31
2005 2004
(unaudited)
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 602 $ 1,888
Accounts receivable, less allowance 12,625 8,885
Inventories:
Finished goods 10,205 7,739
Work in process 161 92
Raw materials and supplies 775 558
----------- -----------
11,141 8,389
Prepaid expenses and other current assets 539 485
Deferred income taxes 279 279
----------- -----------
Total current assets 25,186 19,926
----------- -----------
Property, plant and equipment:
Land 155 251
Buildings 2,512 2,796
Machinery and equipment 6,178 6,102
----------- -----------
8,845 9,149
Less accumulated depreciation 6,642 6,853
----------- -----------
2,203 2,296
Other assets 720 656
Goodwill 89 89
----------- -----------
Total assets $ 28,198 $ 22,967
=========== ===========
See notes to condensed consolidated financial statements.
(3)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(all amounts in thousands)
June 30 December 31
2005 2004
(unaudited)
----------- -----------
LIABILITIES
Current liabilities:
Accounts payable $ 3,770 $ 2,316
Other accrued liabilities 4,559 4,682
Current portion of long-term debt 4,968 1,379
----------- -----------
Total current liabilities 13,297 8,377
Deferred income taxes 131 131
Long-term debt, less current portion 54 55
Other 410 420
----------- -----------
Total liabilities 13,892 8,983
STOCKHOLDERS' EQUITY
Common stock, par value $2.50:
authorized 8,000,000 shares;
issued 4,142,074 shares in 2005
and 3,849,512 in 2004, including treasury stock 10,355 9,624
Treasury stock, at cost - 582,091 shares
in 2005 and 436,091 shares in 2004 (4,078) (1,875)
Additional paid-in capital 2,288 2,231
Retained earnings 6,811 5,034
Accumulated other comprehensive loss:
Translation adjustment (448) (351)
Derivative financial instruments (24) (81)
Minimum pension liability (598) (598)
----------- -----------
(1,070) (1,030)
----------- -----------
Total stockholders' equity 14,306 13,984
----------- -----------
Total liabilities and stockholders' equity $ 28,198 $ 22,967
=========== ===========
See notes to condensed consolidated financial statements.
(4)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(UNAUDITED)
(all amounts in thousands, except per share amounts)
Three Months Ended Six Months Ended
June 30 June 30
-------------------------- --------------------------
2005 2004 2005 2004
------------ ------------ ------------ ------------
Net sales $ 14,904 $ 12,298 $ 25,487 $ 20,865
Costs and expenses:
Cost of goods sold 8,173 6,779 13,895 11,626
Selling, general and administrative expenses 4,577 3,579 8,296 6,550
------------ ------------ ------------ ------------
12,750 10,358 22,191 18,176
------------ ------------ ------------ ------------
Income before non-operating items 2,154 1,940 3,296 2,689
Non-operating items:
Interest expense 43 40 56 85
Other expense 97 80 146 74
------------ ------------ ------------ ------------
140 120 202 159
------------ ------------ ------------ ------------
Income before income taxes 2,014 1,820 3,094 2,530
Income tax expense 700 745 1,130 1,062
------------ ------------ ------------ ------------
Net income 1,314 1,075 1,964 1,468
Other comprehensive expense -
Foreign currency translation (81) (73) (96) (130)
------------ ------------ ------------ ------------
Comprehensive income $ 1,233 $ 1,002 $ 1,868 $ 1,338
============ ============ ============ ============
Basic earnings per share $ 0.37 $ 0.32 $ 0.56 $ 0.44
============ ============ ============ ============
Diluted earnings per share $ 0.34 $ 0.29 $ 0.52 $ 0.40
============ ============ ============ ============
Weighted average number of common shares outstanding-
denominator used for basic per share computations 3,541 3,368 3,508 3,334
Weighted average number of dilutive stock options
outstanding 307 354 302 311
------------ ------------ ------------ ------------
Denominator used for diluted per share computations 3,848 3,722 3,810 3,645
============ ============ ============ ============
Dividends declared per share 0.03 0.02 0.05 0.02
============ ============ ============ ============
See notes to condensed consolidated financial statements
(5)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(all amounts in thousands)
Six Months Ended
June 30
-----------------------------
2005 2004
-------------- --------------
Operating Activities:
Net income $ 1,964 $ 1,468
Adjustments to reconcile net income
to net cash used by operating activities:
Depreciation 259 229
Amortization 21 10
Deferred income taxes - 20
Loss on disposal/sale of assets 43 42
Changes in operating assets and liabilities:
Accounts receivable (3,708) (4,702)
Inventories (2,888) (204)
Prepaid expenses and other current assets (61) (109)
Other assets - 28
Accounts payable 1,488 423
Other accrued liabilities (51) 1,421
-------------- --------------
Total adjustments (4,897) (2,842)
-------------- --------------
Net cash used by operating activities (2,933) (1,374)
-------------- --------------
Investing Activities:
Purchase of property, plant, and equipment (453) (190)
Proceeds from sale of property, plant, and equipment 166 31
Purchase of patents and trademarks (85) (14)
-------------- --------------
Net cash used by investing activities (372) (173)
-------------- --------------
Financing Activities:
Net short-term borrowings 3,594 450
Payments of long-term debt (225)
Proceeds from issuance of common stock 788 625
Distribution to stockholders (146)
Purchase of 146,000 shares of common stock in 2005 and
46,830 shares of common stock in 2004 for treasury (2,203) (235)
-------------- --------------
Net cash provided by financing activities 2,033 616
-------------- --------------
Effect of exchange rate changes (14) 93
-------------- --------------
Net change in cash and cash equivalents (1,286) (838)
Cash and cash equivalents at beginning of period 1,888 1,250
-------------- --------------
Cash and cash equivalents at end of period $ 602 $ 412
============== ==============
See notes to condensed consolidated financial statements
(6)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 -- Basis of Presentation
In the opinion of management, the accompanying condensed consolidated financial
statements include all adjustments necessary to present fairly the financial
position, results of operations and cash flows. These adjustments are of a
normal, recurring nature. However, the financial statements do not include all
of the disclosures normally required by accounting principles generally accepted
in the United States of America or those normally made in the Company's annual
report on Form 10-K. Please refer to the Company's annual report on Form 10-K
for the year ended December 31, 2004 for such disclosures. The condensed
consolidated balance sheet as of December 31, 2004 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.
Note 2 -- Contingencies
The Company is involved from time to time in disputes and other litigation in
the ordinary course of business, including certain environmental and other
matters. The Company presently believes that there will not be a material
adverse impact on financial position, results of operations, or liquidity from
these matters.
Note 3 -- Pension
Components of net periodic pension cost are as follows for the periods ended:
Three Months Ended Six Months Ended
------------------------- ---------------------------
June 30 June 30 June 30 June 30
2005 2004 2005 2004
----------- ----------- ------------ ------------
Components of net periodic benefit cost:
Interest cost $ 53,365 $ 49,727 $ 102,115 $ 99,453
Service cost 8,750 8,750 17,500 17,500
Expected return on plan assets (69,045) (64,281) (130,045) (128,563)
Amortization of prior service costs 2,138 2,194 4,388 4,388
Amortization of actuarial gain 17,102 12,399 33,102 24,797
- -----------------------------------------------------------------------------------------------------
$ 12,310 $ 8,789 $ 27,060 $ 17,575
=====================================================================================================
Note 4 -- Accounting for Stock-Based Compensation
The Company has elected to adopt only the disclosure provisions of Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation,
and continues to measure costs for its employee stock compensation plans by
using the accounting methods prescribed by APB Opinion No. 25, Accounting for
Stock Issued to Employees, which allows that no compensation cost be recognized
unless the exercise price of the options granted is less than the fair market
value of the Company's stock at date of grant. Generally, no stock-based
employee compensation cost is reflected in net income, as all options granted
had an exercise price equal to the market value of the underlying common stock
on the date of grant.
The following table illustrates the proforma effect on net income and earnings
per share as if the Company had applied the fair value method under SFAS No.
123, Accounting for Stock Based Compensation, to stock-based employee
compensation for the periods ended:
(7)
Three Months Ended Six Months Ended
June 30 June 30
------------------------------ -----------------------------
2005 2004 2005 2004
-------------- -------------- -------------- --------------
Net income, as reported $ 1,314,000 $ 1,074,551 $ 1,964,000 $ 1,467,618
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related income tax effects 119,297 18,521 148,974 38,826
- ------------------------------------------------------------------------------- -----------------------------
Pro forma net income $ 1,194,703 $ 1,056,030 $ 1,815,026 $ 1,428,792
=============================================================================== =============================
Basic-as reported $ 0.37 $ 0.32 $ 0.56 $ 0.44
Basic-pro forma $ 0.34 $ 0.31 $ 0.52 $ 0.43
Diluted-as reported $ 0.34 $ 0.29 $ 0.52 $ 0.40
Diluted-pro forma $ 0.31 $ 0.28 $ 0.48 $ 0.39
Note 5 -- Capital Structure
During the first six months of 2005, the Company issued 292,562 shares of common
stock with proceeds of $788,164 upon the exercise of outstanding stock options.
The Company also repurchased 146,000 shares of common stock for treasury. The
shares were purchased at fair market value, with a total cost to the Company of
$2,203,104.
Note 6 -- Business Combination
On May 28, 2004, the Company purchased Clauss Cutlery, a division of Alco
Industries, Inc.. Sales of Clauss products for three and six months ended June
30, 2004 were $196,000. The purchase price was the aggregate value of inventory,
trademarks and brand names totaling $446,754. Included in the accompanying
Statement of Operations for the three and six months ended June 30, 2005 is the
operations of the acquired business. Sales for Clauss products for the three and
six months ended June 30, 2005 were $990,000 and $1,750,000, respectively. In
accordance with Regulation S-X, proforma information for the six months ended
June 30, 2004 is not provided because of the immateriality of the transaction.
(8)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. - Results of Operations
Forward-Looking Information
The Company may from time to time make written or oral "forward-looking
statements" including statements contained in this report and in other
communications by the Company, which are made in good faith by the Company
pursuant to the "safe Harbor" provisions of the Private Securities Litigation
Reform Act of 1995.
These forward-looking statements include statements of the Company's plans,
objectives, expectations, estimates and intentions, which are subject to change
based on various important factors (some of which are beyond the Company's
control). The following factors, in addition to others not listed, could cause
the Company's actual results to differ materially from those expressed in
forward looking statements: the strength of the domestic and local economies in
which the Company conducts operations, changes in client needs and consumer
spending habits, the impact of competition and technological change on the
Company, the Company's ability to manage its growth effectively, including its
ability to successfully integrate any business which it might acquire, and
currency fluctuations. 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.
Net Sales
Traditionally, the Company's sales are stronger in the second and third
quarters, and weaker in the first and fourth quarters of the fiscal year due to
the seasonal nature of the back-to-school business. Consolidated net sales for
the quarter ended June 30, 2005 were $14,904,000 compared with $12,298,000 for
the same period in 2004, a 21% increase. Net sales for the first six months of
2005 were $25,487,000 compared with $20,865,000 for the same period in 2004, a
22% increase. Excluding the favorable effect of currency gains in Canada and
Europe, the net sales increase represented 20%. The sales increase was mainly
driven by a 25% increase in U.S. sales and Hong Kong direct import sales due to
market share gains, new product launches and the Clauss business acquired on May
28, 2004. Combined Europe and Canada sales were up 7% in local currency.
Gross Profit
Gross profit for the second quarter of 2005 was $6,731,000 (45.2% of net sales)
compared to $5,519,000 (44.9% of net sales) for the second quarter of 2004.
Gross profit for the first six months of 2005 was $11,592,000 (45.5% of net
sales compared to $9,239,000 (44.3% of net sales) in the same period of 2004.
The increased percentage of new products with higher gross margins coupled with
positive impacts from product rationalization efforts and sales of a more
profitable product mix in Europe were the main reasons for the improved gross
margins. Offsetting factors to the improved margins were increased raw material
costs and a higher volume of airfreight costs due to orders of some items in
excess of those anticipated.
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses for the second quarter of
2005 were $4,577,000 (31% of net sales) compared with $3,579,000 (29% of net
sales) for the same period of 2004, an increase of $998,000. SG&A expenses were
33% of net sales for the first six months of 2004 versus 31% in the comparable
period of 2004. The majority of the increase relates to higher sales commission
and freight costs associated with increased sales, investment in new products
and the addition of sales, marketing, logistics and quality control personnel.
(9)
Interest Expense
Interest expense for the second quarter of 2005 was $43,000, compared with
$40,000 for the same quarter of 2004. Interest expense for the first six months
of 2005 was $56,000, compared with $85,000 for the same period of 2004, a
$29,000 decrease. This decrease is mainly attributable to the decline in bank
debt (the amount outstanding under the Company's revolving credit facility).
Other Expense, Net
Net other expense was $97,000 in the second quarter of 2005 compared to net
other expense of $80,000 in the second quarter of 2004. Net other expense was
$146,000 for the first six months of 2005 as compared to $74,000 for the same
period of 2004. The change from 2004 is primarily due to higher foreign exchange
transaction losses in 2005.
Income Before Income Taxes
Income before income taxes was $2,014,000 in the second quarter of 2005 compared
with $1,820,000 in the second quarter of 2004, an increase of $194,000. Income
before income taxes was $3,094,000 for the first six months of 2005 compared
with $2,530,000 in the first six months of 2004, an improvement of $564,000.
Pretax income for North America and Asia increased by $234,000. The European
operations had a net loss of $60,000 in the first six months of 2005 compared to
a net loss of $390,000 in the same period of 2004. The results of the European
operations are improving due to higher sales, product rationalization efforts
and a more profitable product mix. The higher sales are primarily due to
increases in the sales force and increased advertising.
Income Taxes
The effective tax rate in the first six months of 2005 was 37% compared to 42%
in 2004. The lower effective tax rate is principally due to lower losses in
Europe for which there is no recorded tax benefit because the losses in Europe
cannot be utilized to offset earnings in other countries.
Net Income
Net income for the second quarter of 2005 was $1,314,000, or 34 cents per share
(diluted), compared to a net income of $1,075,000, or 29 cents per share
(diluted), for the same period of 2004. Net income for the first six months of
2005 was $1,964,000, or 52 cents per share (diluted), compared to a net income
of $1,468,000, or 40 cents per share (diluted), for the same period of 2004.
(10)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-Continued
Financial Condition
Liquidity and Capital Resources
The Company's working capital, current ratio and long-term debt to equity ratio
follow:
June 30, 2005 December 31, 2004
----------------------------------
Working capital $ 11,888,952 $ 11,548,693
Current ratio 1.89 2.38
Long term debt to equity ratio 0.4% 0.4%
During the first six months of 2005, total debt increased by $3,588,000 compared
to total debt at December 31, 2004 principally as a result of the buildup of
inventory in anticipation of the Company's stronger sales in the second and
third quarters and the repurchase of company stock.
During September 2004, the Company renewed its revolving loan agreement, which
originally allowed for borrowings up to a maximum of $10,000,000 based on a
borrowing base formula, which applied specific percentages to balances of
accounts receivable and inventory. The renewal modified several terms of the
original agreement, the most significant of which are reducing the interest rate
to LIBOR plus 1.50% from LIBOR plus 1.75%, eliminating the borrowing base
formula, allowing the Company to borrow up to $10,000,000, regardless of its
inventory and receivable levels, and extending the maturity of the loan to June
30, 2007. As of June 30, 2005, $4,967,500 was outstanding and $5,032,500 was
available for borrowing under this agreement. The Company anticipates that all
debt currently outstanding under this loan agreement will be paid off in 2005.
However, the Company may draw down additional funds under this loan agreement in
the future.
Cash expected to be generated from operating activities, which together with
funds available under its existing loan agreement, are expected, under current
conditions, to be sufficient to finance the Company's planned operations over
the next twelve months. Over that same period, the Company does not expect to
make significant investments in property, plant, and equipment.
Recently Issued Accounting Standards
In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123 (revised 2004) ("SFAS 123
(R)"), "Share-Based Payment", which revised SFAS No. 123, "Accounting for
Stock-Based Compensation". This statement supercedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees". The revised statement addresses the
accounting for share-based payment transactions with employees and other third
parties, eliminates the ability to account for share-based compensation
transactions using APB 25 and requires that the compensation costs relating to
such transactions be recognized in the consolidated statement of operations. The
revised statement is effective as of the first annual period beginning after
June 15, 2005. Acme will adopt the statement on January 1, 2006 as required. The
impact of adoption of SFAS 123 (R) cannot be predicted at this time because it
will depend on levels of share-based payments granted in the future. However,
had Acme adopted SFAS 123 in prior periods, the impact of that standard would
have approximated the impact of Statement 123 as described in the disclosure of
pro forma net income and net income per share in the stock-based compensation
accounting policy note included in Note 4 to the consolidated financial
statements.
(11)
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of ARB No. 43, Chapter 4," to clarify that abnormal amounts of idle facility
expense, freight, handling costs and wasted material (spoilage) should be
recognized as current period charges, and that fixed production overheads should
be allocated to inventory based on normal capacity of production facilities.
This statement is effective for Acme's fiscal year 2006. We do not expect the
adoption of this standard to have a material effect on our financial position,
results of operations or cash flows.
(12)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-Continued
Item 3. Quantitative and Qualitative Disclosure About Market Risk
There are no material changes in market risks as disclosed in our annual Report
on Form 10-K for the year ended December 31, 2004.
Item 4. Controls and Procedures
(a) Evaluation of Internal Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have reviewed and
evaluated the effectiveness of our disclosure controls and procedures, which
included inquiries made to certain other of our employees. Based on their
evaluation, our Chief Executive Officer and Chief Financial Officer have each
concluded that, as of June 30, 2005, our disclosure controls and procedures were
effective and sufficient to ensure that we record, process, summarize and report
information required to be disclosed by us in our periodic reports filed under
the Securities and Exchange Commission's rules and forms.
(b) Changes in Internal Control over Financial Reporting
During the quarter ended June 30, 2005, there were no changes in our internal
control over financial reporting that materially affected, or was reasonably
likely to materially affect, this control.
(13)
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings
The Company is involved from time to time in disputes and other litigation in
the ordinary course of business, including certain environmental and other
matters. The Company presently believes that none of these matters, individually
or in the aggregate, would be likely to have a material adverse impact on
financial position, results of operations, or liquidity from these matters.
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
(c) On July 23, 2003, the Company announced a stock repurchase program of up to
150,000 shares. In April, 2005, all shares available under this program had been
repurchased. On March 30, 2005, the Company announced a further stock repurchase
program of up to 150,000 shares. The new program does not have an expiration
date. The following table discloses the total shares repurchased under these
programs for the quarter ended June 30, 2005:
Total Number of
shares Purchased Maximum Number
as Part of Publicly of Shares that can
Total Number of Average Price Announced be Purchased
Period Shares Purchased Paid per Share Program Under the Program
- --------------------------------------------------------------------------------------------------
April 64,700 14.00 64,700
May 8,500 15.65 8,500
June 12,800 16.40 12,800
- --------------------------------------------------------------------------------------------------
86,000 14.52 86,000 71,670
Item 3 -- Defaults Upon Senior Securities
None
Item 4 -- Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of shareholders was held on April 25, 2005.
A. The following individuals were elected Directors at the Meeting and
comprise the entire Board.
Votes for Votes against
--------- -------------
George R. Dunbar 3,436,337 89,739
Richmond Y. Holden, Jr. 3,439,139 86,673
Walter C. Johnsen 3,308,337 217,485
Wayne R. Moore 3,436,583 89,239
Susan H. Murphy 3,438,749 87,073
Brian Olschan 3,309,337 216,485
Gary D. Penisten 3,438,683 87,139
Stevenson E. Ward 3,438,149 87,673
(14)
B. The 2005 Non-Employee Director Stock Option Plan was approved with
2,003,297 votes for the proposal, 172,578 votes against and 2,797
votes abstaining.
C. The Amendment to the Employee Stock Option Plan was approved with
1,996,196 votes for the proposal, 179,864 votes against and 2,612
votes abstaining.
Item 5 -- Other Information
None
Item 6 -- Exhibits
Documents filed as part of this report.
Exhibit 10.6 Modification to Revolving Promissory Note and Revolving Credit
and Security Agreement, and Reaffirmation of Guaranty
Exhibit 31.1 Certification of Walter C. Johnsen pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification of Paul G. Driscoll pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(15)
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
President and
Chief Executive Officer
Dated: July 28, 2005
By /s/ PAUL G. DRISCOLL
------------------------------
Paul G. Driscoll
Vice President and
Chief Financial Officer
Dated: July 28, 2005
(16)
Exhibit 10.6
MODIFICATION TO REVOLVING PROMISSORY NOTE AND
REVOLVING CREDIT AND SECURITY AGREEMENT,
AND REAFFIRMATION OF GUARANTY
Acme United Corporation
1931 Black Rock Turnpike
Fairfield, Connecticut 06432
(Hereinafter referred to as "Borrower")
Acme United Limited
351 Foster Street
Mount Forest, Ontario, Canada, NOG 2LO
(Individually and collectively "Guarantor")
Wachovia Bank, National Association
300 Main Street
Stamford, Connecticut 06901
(Hereinafter referred to as "Bank")
THIS AGREEMENT is entered into as of September 30, 2004 by and between Bank,
Borrower and Guarantor.
RECITALS
Bank is the holder of a certain Revolving Promissory Note in the original
principal amount of up to $10,000,000.00 (the "Note"), which is dated August 2,
2002, and which evidences a certain revolving loan from Bank to Borrower (the
"Loan");
The Loan is made pursuant to the terms of a certain Revolving Credit And
Security Agreement dated August 2, 2002 (the "Loan Agreement", and collectively
with the Note and all of the other documents which evidence or secure the Loan,
the "Loan Documents");
Borrower has requested a modification of the interest rate payable under the
Note, an extension of the maturity date of the Note, and certain other changes
to the Loan Documents and Bank has agreed to such modifications;
Pursuant to its Unconditional Guaranty dated August 2, 2002 (the "Guaranty"),
Guarantor unconditionally agreed to the full payment and performance of all
Guaranteed Obligations, as defined in the Guaranty;
In consideration of Bank's agreement to such modifications and the other
agreements contained herein, the parties agree as follows:
AGREEMENT
ACKNOWLEDGMENT OF BALANCE. Borrower acknowledges that the most recent Commercial
Loan Invoice sent to Borrower with respect to the Indebtedness, as that term is
defined in the Loan Agreement, is correct.
MODIFICATIONS.
1. The Note is hereby modified as follows:
a. The first sentence of the paragraph entitled "LIBOR Market Index Rate" is
hereby deleted in its entirety and the following is substituted therefor: "LIBOR
Market Index plus 1.50% per annum, as LIBOR Market Index may change from day to
day (`LIBOR Market Index-Based Rate')." Any other reference in the Note or in
any other Loan Documents to the LIBOR Market Index-Based Rate shall be deemed to
refer to such rate of interest as modified hereby.
b. The paragraph in the Note entitled "Revolving Credit Advances" is hereby
deleted in its entirety and the following is substituted therefor:
REVOLVING CREDIT ADVANCES. This is a revolving credit note. Borrower may
borrow, repay and reborrow, and Bank may advance and readvance under this
Note respectively from time to time (each an "Advance" and together the
"Advances"), so long as the total indebtedness and all other Advances under
the Loan Agreement outstanding at any one time does not exceed the
principal amount stated on the face of this Note. Bank's obligation to
advance or readvance under this Note shall terminate if an Event of Default
exists.
c. The maturity date of the Note of July 31, 2005, set forth in the paragraph
entitled "Repayment Terms", is hereby amended to be June 30, 2007. Any other
reference in the Note or in any other Loan Documents to the maturity date of the
Note shall be deemed to refer to June 30, 2007.
2. The Loan Agreement is hereby modified as follows:
a. The definitions of "Borrowing Base" and "Borrowing Base Certificate" set
forth in the Loan Agreement are hereby deleted in their entirety. In furtherance
of the foregoing:
(i) Any other reference in the Loan Agreement or in any other Loan
Documents to the Borrowing Base, or to the requirement that Borrower submit a
Borrowing Base Certificate, is hereby deleted.
(ii) Any use of the phrase "...will not exceed the lesser of (i) the
Maximum Loan Amount and (ii) the Borrowing Base" in the Loan Agreement or in any
other Loan Documents is hereby modified as follows: "...will not exceed the
Maximum Loan Amount".
(iii) Section 5.6(a) of the Loan Agreement, entitled "Periodic Borrowing
Base Information" is hereby deleted in its entirety and the following is
substituted therefor:
"Summary Reports. Within twenty (20) days of the end of each month (or
more frequently if required by Bank), a summary accounts receivable report and a
summary inventory report, setting forth such information as Bank may require.
Notwithstanding the foregoing, Bank reserves the right, under certain
circumstances, to request and receive a monthly borrowing base certificate,
detailed accounts receivable report and detailed inventory report, each setting
forth such additional information as Bank may require, and to reinstate the
requirement that Advances be made pursuant to a borrowing base formula. These
circumstances are a material adverse change in the financial condition of the
Borrower, a default by the Borrower of one or more loan covenants, or should the
Bank deem itself under secured."
b. The first sentence of Section 5.1 of the Loan Agreement, entitled "Use of
Loan Proceeds" is hereby deleted in its entirety and the following is
substituted therefor:
"Shall use the proceeds of the Loan only for general corporate
purposes, including working capital needs of the Borrower and its
Subsidiaries (including repayment of such Subsidiaries debts), and for
stock repurchases and dividend payments by the Borrower."
(2)
c. The requirement that Bank be permitted to conduct field examinations of
Borrower's properties set forth in Sections 5.5 and 10.3(iv) of the Loan
Agreement, is hereby deleted, provided however that Bank reserves all rights set
forth in the Loan Agreement and any other Loan Document to review Borrower's
books and records at Bank's sole discretion.
d. The dollar amount of $6,300,000.00 set forth in the first sentence of Section
7.2 of the Loan Agreement, entitled "Tangible Net Worth" is hereby modified to
be $9,000,000.00.
e. The ratio of 2.00 to 1.00 set forth in the first sentence of Section 7.3 of
the Loan Agreement, entitled "Total Liabilities to Tangible Net Worth Ratio" is
hereby modified to be 1.75 to 1.00.
f. The definition of "Termination Date" set forth in the Loan Agreement is
hereby deleted in its entirety, and the following is substituted therefor:
"'Termination Date' means June 30, 2007.
3. Except as modified herein, all other terms, covenants and conditions set
forth in any Loan Document shall remain unmodified and in full force and effect.
ACKNOWLEDGMENTS AND REPRESENTATIONS. Borrower and Guarantor acknowledge and
represent that the Note, the Loan Agreement, the Guaranty and all other Loan
Documents, as amended hereby, are in full force and effect without any defense,
counterclaim, right or claim of set-off; that, after giving effect to this
Agreement, no default or event that with the passage of time or giving of notice
would constitute a default under the Loan Documents has occurred; that all
representations and warranties contained in the Loan Documents are true and
correct as of this date; that all necessary action to authorize the execution
and delivery of this Agreement has been taken; and that this Agreement is a
modification of an existing obligation and is not a novation.
COLLATERAL. Borrower and Guarantor acknowledge and confirm that there have been
no changes in the ownership of the collateral pledged to secure the Loan (the
"Collateral") since the Collateral was originally pledged; that the Bank has
existing, valid first priority security interests and liens in the Collateral;
and that such security interests and liens shall secure Borrower's and
Guarantor's obligations to Bank, including without limitation the Note as
amended hereby, and all future modifications, extensions, renewals and/or
replacements of the Loan Documents.
REAFFIRMATION OF GUARANTY. Guarantor hereby consents to the modifications
contained herein and hereby ratifies and confirms: (a) that it unconditionally
guarantees to Bank the payment and performance from and by Borrower of the
Guaranteed Obligations, as defined in the Guaranty, upon the terms and
conditions set forth in the Guaranty and (b) such Guaranteed Obligations
include, without limitation, the Note and Loan Agreement as modified hereby.
Guarantor acknowledges that its reaffirmation and ratification of the Guaranty
is a material inducement for Bank to enter into this Agreement and that Bank
would not do so without said reaffirmation and ratification. This Agreement and
the Guaranty are Guarantor's valid and binding obligation enforceable against it
in accordance with their terms.
(3)
MISCELLANEOUS. This Agreement shall be construed in accordance with and governed
by the laws of the applicable state as originally provided in the Loan
Documents, without reference to that state's conflicts of law principles. This
Agreement and the other Loan Documents constitute the sole agreement of the
parties with respect to the subject matter thereof and supersede all oral
negotiations and prior writings with respect to the subject matter thereof. No
amendment of this Agreement, and no waiver of any one or more of the provisions
hereof shall be effective unless set forth in writing and signed by the parties
hereto. The illegality, unenforceability or inconsistency of any provision of
this Agreement shall not in any way affect or impair the legality,
enforceability or consistency of the remaining provisions of this Agreement or
the other Loan Documents. This Agreement and the other Loan Documents are
intended to be consistent. However, in the event of any inconsistencies among
this Agreement and any of the Loan Documents, the terms of this Agreement, and
then such Loan Document, shall control. This Agreement may be executed in any
number of counterparts and by the different parties on separate counterparts.
Each such counterpart shall be deemed an original, but all such counterparts
shall together constitute one and the same agreement. Terms used in this
Agreement which are capitalized and not otherwise defined herein shall have the
meanings ascribed to such terms in the Note and the Loan Agreement.
LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO,
INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR
ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT
MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN
DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE
OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE
A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES
HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY
MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH
PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION,
MEDIATION, JUDICIALLY OR OTHERWISE.
CONNECTICUT PREJUDGMENT REMEDY WAIVER. BORROWER ACKNOWLEDGES THAT THE
TRANSACTIONS REPRESENTED BY THIS AGREEMENT ARE COMMERCIAL TRANSACTIONS AND
HEREBY VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHTS TO NOTICE OF AND HEARING ON
PREJUDGMENT REMEDIES UNDER CHAPTER 903A OF THE CONNECTICUT GENERAL STATUTES OR
OTHER STATUTES AFFECTING PREJUDGMENT REMEDIES, AND AUTHORIZE THE BANK'S ATTORNEY
TO ISSUE A WRIT FOR A PREJUDGMENT REMEDY WITHOUT COURT ORDER, PROVIDED THE
COMPLAINT SHALL SET FORTH A COPY OF THIS WAIVER.
WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER BY
EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT
HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ACCEPT THIS
AGREEMENT. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND
REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE
PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT
HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED,
SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS AGREEMENT.
BORROWER HEREBY REPRESENTS AND WARRANTS TO BANK THAT THE WITHIN WAIVERS ARE
THEIR FREE ACT AND DEED MADE KNOWINGLY AND VOLUNTARILY FOLLOWING CONSULTATION
WITH INDEPENDENT COUNSEL OF THEIR CHOICE.
PLACE OF EXECUTION AND DELIVERY. Borrower hereby certifies that this Agreement
and the Loan Documents were executed in the State of Connecticut and delivered
to Bank in the State of Connecticut.
(4)
IN WITNESS WHEREOF, the undersigned have signed and sealed this Agreement the
day and year first above written.
WITNESSES:
Acme United Corporation
- --------------------
By: /s/ Walter C. Johnsen
---------------------
- -------------------- Walter C. Johnsen
Its: President
Acme United Limited
- --------------------
By: /s/ Walter C. Johnsen
---------------------
- -------------------- Walter C. Johnsen
Its: President
WACHOVIA BANK, NATIONAL ASSOCIATION
- --------------------
By: /s/ Joan Troost
---------------------
- -------------------- Joan Troost
Its: Vice President, Duly Authorized
(5)
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:
I have reviewed this Quarterly Report on Form 10-Q of Acme United
Corporation;
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;
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;
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)) 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) 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
(c) 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 (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
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
President and
Chief Executive Officer
Dated: July 28, 2005
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:
I have reviewed this Quarterly Report on Form 10-Q of Acme United
Corporation;
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;
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;
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)) 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) 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
(c) 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 (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
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: July 28, 2005
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, 2005 (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
President and
Chief Executive Officer
Dated: July 28, 2005
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.
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, 2005 (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 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: July 28, 2005
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.