================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): July 17, 2009
ACME UNITED CORPORATION
(Exact name of registrant as specified in its charter)
------------------
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))
(1)
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On July 17, 2009, Acme United Corporation (the "Company") issued a press release
announcing its financial results for the quarter ended June 30, 2009. A copy of
the press release is attached as Exhibit 99.1 to this current report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number Description
- -------------- -----------
99.1 Press release dated July 17, 2009.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ACME UNITED CORPORATION
By /s/ WALTER C. JOHNSEN
------------------------------
Walter C. Johnsen
Chairman and
Chief Executive Officer
Dated: July 17, 2009
By /s/ PAUL G. DRISCOLL
------------------------------
Paul G. Driscoll
Vice President and
Chief Financial Officer
Dated: July 17, 2009
(2)
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Press release dated July 17, 2009.
(3)
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 July 17, 2009
-------------------------------------
ACME UNITED CORPORATION REPORTS 15% DECLINE IN SECOND QUARTER EARNINGS PER SHARE
FAIRFIELD, CONN. - July 17, 2009 - Acme United Corporation (NYSE
AMEX:ACU) today announced that net sales for the second quarter ended June 30,
2009 were $19.2 million, compared to $22.7 million in the comparable period of
2008, a decrease of 16% (13% in local currency). Net income was $1,341,000, or
$.40 per diluted share, for the quarter ended June 30, 2009, compared to
$1,730,000 or $.47 per diluted share for the comparable period last year, a
decrease of 22% in net income and 15% in diluted earnings per share.
Net sales for the six months ended June 30, 2009 were $30.5 million,
compared to $37.0 million in the same period in 2008, a decrease of 18% (14% in
local currency). Net income for the six months ended June 30, 2009 was
$1,383,000, or $.41 per diluted share, compared to $2,482,000, or $.68 per
diluted share in the comparable period last year, a 44% decrease in net income
and 40% in diluted earnings per share. The lower net income is primarily the
result of lower sales, partially offset by savings resulting from our cost
savings plan.
Net sales for the quarter ended June 30, 2009 in the U.S. segment
decreased 17% compared to the same period in 2008. Net sales for the six months
ended June 30, 2009 in the U.S. segment decreased 19% compared to the same
period in 2008. Net sales in Canada for the three and six months ended June 30,
2009 decreased by 12% and 17%, respectively, in U.S. dollars but declined
approximately 1% for both periods respectively, in local currency compared to
the same periods in 2008. European net sales for the three and six months ended
June 30, 2009 decreased 3% and 5%, respectively, in U.S. dollars compared to the
same periods in 2008 but increased 11% and 9% respectively, in local currency.
Sales in Europe increased (in local currency) primarily due to increased
distribution of manicure products.
(1)
Gross margins were 37.1% in the second quarter of 2009 versus 39.3% in
the comparable period last year. For the first six months of 2009, gross margins
were 37.4% compared to 40.3% in the same period in 2008. The gross margin
decline for the three and six month periods was primarily due to fixed costs
spread over lower sales, the weaker Canadian dollar which raised the cost of
products in our Canadian segment and product mix.
Walter C. Johnsen, Chairman and CEO said, "Our sales have been impacted
by weak demand due to the economic downturn. We have reduced costs in many
areas, but continue to fund new product development. The earnings in the second
quarter reflect aggressive attention to costs. Our debt has declined due to
working capital reductions and earnings. We believe we are well positioned to
take advantage of market opportunities during the coming quarters."
The Company's bank debt less cash on June 30, 2009 was $8.9 million
compared to $11.3 million on June 30, 2008. During the 12 month period ended
June 30, 2009, Acme purchased 208,065 shares of its common stock for
approximately $1.9 million and paid $700,000 in dividends. As of June 30, 2009,
there were 124,335 shares that may be purchased under the outstanding stock
repurchase programs.
ACME UNITED CORPORATION is a leading worldwide supplier of innovative
cutting, measuring and safety products to the school, home, office and
industrial markets.
Forward-looking statements in this report, including without
limitation, statements related to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties including, without limitation, the following: (i) the Company's
plans, strategies, objectives, expectations and intentions are subject to change
at any time at the discretion of the Company; (ii) the impact of current
uncertainties in global economic conditions and the ongoing financial crisis
affecting the domestic and foreign banking system and financial markets,
including the impact on the Company's suppliers and customers (iii) currency
fluctuations (iv) the Company's plans and results of operations will be affected
by the Company's ability to manage its growth, and (v) other risks and
uncertainties indicated from time to time in the Company's filings with the
Securities and Exchange Commission.
# # #
(2)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
SECOND QUARTER REPORT 2009
(Unaudited)
Quarter Ended Quarter Ended
Amounts in $000's except per share data June 30, 2009 June 30, 2008
- --------------------------------------------------------------------------------------------------------------
Net sales $ 19,161 $ 22,708
Cost of goods sold 12,056 13,790
---------------- ----------------
Gross profit 7,105 8,918
Selling, general, and administrative expenses 5,086 6,121
---------------- ----------------
Income from operations 2,019 2,797
Interest expense (44) (121)
Interest income 31 31
---------------- ----------------
Net interest expense (13) (90)
Other income (expense) 30 (24)
---------------- ----------------
Total other income (expense) 17 (114)
Pre-tax income 2,036 2,683
---------------- ----------------
Income tax expense 695 953
---------------- ----------------
Net income $ 1,341 $ 1,730
================ ================
Shares outstanding - Basic 3,325 3,518
Shares outstanding - Diluted 3,388 3,665
Earnings per share basic $ 0.40 $ 0.49
Earnings per share diluted 0.40 0.47
(3)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
SECOND QUARTER REPORT 2009 (cont.)
(Unaudited)
Six Months Ended Six Months Ended
Amounts in $000's except per share data June 30, 2009 June 30, 2008
- --------------------------------------------------------------------------------------------------------------
Net sales $ 30,458 $ 36,977
Cost of goods sold 19,056 22,073
---------------- ----------------
Gross profit 11,402 14,904
Selling, general, and administrative expenses 9,302 11,039
---------------- ----------------
Income from operations 2,100 3,865
Interest expense (86) (255)
Interest income 66 69
---------------- ----------------
Net interest expense (20) (186)
Other income 19 162
---------------- ----------------
Total other (expense) (1) (24)
Pre-tax income 2,099 3,841
---------------- ----------------
Income tax expense 716 1,358
---------------- ----------------
Net income $ 1,383 $ 2,483
================ ================
Shares outstanding - Basic 3,336 3,519
Shares outstanding - Diluted 3,396 3,666
Earnings per share basic $ 0.41 $ 0.71
Earnings per share diluted 0.41 0.68
(4)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
SECOND QUARTER REPORT 2009
(Unaudited)
Amounts in $000's June 30, 2009 June 30, 2008
- ---------------------------------------------------------------------------------------------------------
Assets:
Current assets:
Cash $ 3,228 $ 3,703
Accounts receivable, net 18,467 20,852
Inventories 19,299 21,458
Prepaid and other current assets 961 1,121
-------------------- --------------------
Total current assets 41,955 47,134
Property and equipment, net 2,249 2,479
Long term receivable 1,919 -
Other assets 2,509 1,927
-------------------- --------------------
Total assets $ 48,632 $ 51,540
==================== ====================
Liabilities and stockholders' equity:
Current liabilities
Accounts payable $ 4,276 $ 6,623
Other current liabilities 6,131 4,631
Bank debt due June 30, 2010 12,122 -
-------------------- --------------------
Total current liabilities 22,529 11,253
Bank debt due June 30, 2010 - 14,992
Other non current liabilities 1,995 551
-------------------- --------------------
24,524 26,796
Total stockholders' equity 24,108 24,744
-------------------- --------------------
Total liabilities and stockholders' equity $ 48,632 $ 51,540
==================== ====================
(5)