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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): March 2, 2006
ACME UNITED CORPORATION
(Exact name of registrant as specified in its charter)
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Connecticut 001-07698 06-0236700
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
60 Round Hill Road, Fairfield, Connecticut 06824
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 254-6060
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On March 2, 2006, Acme United Corporation (the "Company") issued a press release
announcing its financial results for the three months and year ended December
31, 2005. A copy of the press release is attached as Exhibit 99.1 to this
current report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number Description
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99.1 Press release dated March 2, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ACME UNITED CORPORATION
By /s/ WALTER C. JOHNSEN
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Walter C. Johnsen
President and
Chief Executive Officer
Dated: March 2, 2006
By /s/ PAUL G. DRISCOLL
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Paul G. Driscoll
Vice President and
Chief Financial Officer
Dated: March 2, 2006
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press release dated March 2, 2006.
EXHIBIT 99.1 ACME UNITED CORPORATION NEWS RELEASE - -------------------------------------------------------------------------------- CONTACT: Paul G. Driscoll Acme United Corporation 60 Round Hill Road Fairfield, CT 06824 Phone: (203) 254-6060 FAX: (203) 254-6521 - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE March 2, 2006 ACME UNITED CORPORATION REPORTS 15% SALES INCREASE AND PROFORMA EPS GROWTH OF 20% FAIRFIELD, CT. - March 2, 2006 - Acme United Corporation (AMEX:ACU) today announced that net sales for the year ended December 31, 2005 were $49.9 million compared to $43.4 million in 2004, an increase of 15%. Net sales for 2005 in the U.S. and Hong Kong increased 16% due to the sale of new products, principally the patented titanium bonded scissors. International sales increased by 13%, and 8% in local currency. Net sales for the quarter ended December 31, 2005 were $11.1 million, compared to $10.9 million in the same period in 2004, an increase of 1%. Fourth quarter 2005 sales were negatively impacted by customer inventory reductions, delayed shipments of new programs and an overall sluggish economy. Net income for the year ended December 31, 2005 was $2.9 million, or $.78 per diluted share compared to $3.2 million or $.85 per diluted share in 2004. Excluding the non-recurring charge of $1.5 million which was disclosed and recorded in the third quarter of 2005 relating to the demolition of some former manufacturing buildings, net income would have been $3.9 million or $1.02 per diluted share, a 20% increase over 2004. Non-GAAP, or pro forma, results are presented to provide additional information to the reader to provide comparisons to results in 2004. For the fourth quarter ended December 31, 2005, net income was $773,000, or $.21 per diluted share, compared to $754,000, or $.19 per diluted share for the same period in 2004. Gross margins were 45% for both 2005 and 2004. Improvements from increased sales of new products were essentially offset by higher airfreight and raw material costs. (1)
The Company's bank debt on December 31, 2005 was $5.6 million compared to $1.4 million on December 31, 2004. During 2005, the Company added $4.1 million of inventory in order to meet forecasted growth requirements. In addition, the Company repurchased 243,000 shares of its common stock at a cost of $3.6 million and paid dividends of $.4 million. Walter C. Johnsen, President and CEO, said, "Acme United continued to make significant business progress during 2005. Our efforts to penetrate a number of global retailers and superstores are succeeding and we look forward to their contribution this year. Our new products, including an expanded titanium scissor line, new Clauss cutting items, and new proprietary pencil sharpeners lay the ground work for future growth in 2006." ACME UNITED CORPORATION is a specialized supplier of cutting devices, measuring instruments, and safety products for school, home, office and industrial use. Forward-looking statements in this report, including without limitation, statements related to the Company's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) the Company's plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the Company's plans and results of operations will be affected by the Company's ability to manage its growth, and (iii) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission. # # # (2)
ACME UNITED CORPORATION CONSOLIDATED STATEMENT OF INCOME YEAR END REPORT 2005 Quarter Ended Quarter Ended December 31, 2005 December 31, 2004 Amounts in $000's except per share data (Unaudited) (Unaudited) - -------------------------------------------------------------------------------------------------------- Net Sales $ 11,059 $ 10,921 Gross Profit 4,596 4,962 Selling, General, and Administrative Expenses 3,058 3,874 Interest Expense 96 27 Other Expense (Income) 109 (133) Pre-Tax Income 1,333 1,194 Income Tax Expense 560 440 Net Income 773 754 Earnings Per Share Diluted 0.21 0.19 (3)
ACME UNITED CORPORATION CONSOLIDATED STATEMENT OF INCOME YEAR END REPORT 2005 Year Ended Year Ended Amounts in $000's except per share data December 31, 2005 December 31, 2004 - -------------------------------------------------------------------------------------------------------- Net Sales $ 49,946 $ 43,381 Gross Profit 22,355 19,653 Selling, General, and Administrative Expenses 15,512 14,162 Interest Expense 235 158 Other Expense (Income) 342 (7) Non-Recurring Charge 1,500 - Pre-Tax Income 4,766 5,340 Income Tax Expense 1,829 2,102 Net Income 2,937 3,238 Earnings Per Share Diluted 0.78 0.85 Reconciliation to reported Net Income (GAAP) Pre-Tax Income as reported (GAAP) 4,766 5,340 Non-Recurring Charge 1,500 - Pre-Tax Income as adjusted 6,266 5,340 Income Tax Expense as adjusted 2,399 2,102 Net Income as adjusted 3,867 3,238 Earnings Per Share Before Non-Recurring Charge 1.02 0.85 (4)
ACME UNITED CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET YEAR END REPORT 2005 Amounts in $000's December 31, 2005 December 31, 2004 - -------------------------------------------------------------------------------------------------------- Assets Current Assets: Cash $ 1,076 $ 1,888 Accounts Receivable, Net 9,392 8,885 Inventories 12,530 8,389 Prepaid and Other Current Assets 867 764 ---------------------------------------------- Total Current Assets 23,865 19,926 Property and Equipment, Net 2,786 2,295 Other Assets 1,543 746 ---------------------------------------------- Total Assets $ 28,194 $ 22,967 ============================================== Liabilities and Stockholders' Equity Current Liabilities Accounts Payable 2,174 2,316 Other Current Liabilities 5,356 4,682 ---------------------------------------------- Total Current Liabilities 7,530 6,998 Long-Term Debt 5,587 1,434 Other Non Current Liabilities 1,012 552 ---------------------------------------------- 14,129 8,984 Total Stockholders' Equity 14,065 13,983 ---------------------------------------------- Total Liabilities and Stockholders' Equity $ 28,194 $ 22,967 ============================================== (5)