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): February 26, 2010
ACME
UNITED CORPORATION
(Exact
name of registrant as specified in its charter)
__________________
|
Connecticut
|
001-07698
|
06-0236700
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
|
(I.R.S.
Employer
Identification
No.)
|
|
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
February 26, 2010, Acme United Corporation (the “Company”) issued a press
release announcing its financial results for the year ended December 31,
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 February 26, 2010. |
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: February
26, 2010
| By | /s/ Paul G. Driscoll | |
|
Paul G. Driscoll
Vice
President and
Chief
Financial Officer |
Dated:
February 26, 2010
2
EXHIBIT
INDEX
| Exhibit Number | Description | |
| 99.1 | Press release dated February 26, 2010. |
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 February 26, 2010
ACME
UNITED CORPORATION REPORTS FOURTH QUARTER SALES INCREASE OF 7% AND EARNINGS
INCREASE OF 22%
FAIRFIELD,
CONN. – February 26, 2010 – Acme United Corporation (NYSE AMEX:ACU) today
announced that net sales for the quarter ended December 31, 2009, were $13.4
million compared to $12.6 million in the same period in 2008, an increase of 7%
(4% in local currency). Net sales for the year ended December 31,
2009 were $59.1 million, compared to $68.7 million in the same period in 2008, a
decrease of 14% (17% in local currency).
Net
income for the fourth quarter ended December 31, 2009 was $731,000, or $.22 per diluted share,
compared to $634,000, or $.18 per diluted share, for the comparable period last
year, an increase of 22%. Net income for the year ended December 31, 2009 was
$2,842,000, or $.85 per diluted share, compared to $4,467,000, or $1.24 per
diluted share, in the comparable period last year.
Net sales
for the year ended December 31, 2009, in the U.S. segment decreased 16% compared
to 2008. Net sales in Canada for the year ended December 31, 2009
decreased 13% in U.S. dollars compared to 2008, and 6% in local
currency. The decline in net sales for the twelve months ended
December 31, 2009 in the U.S. and Canadian segment was principally due to the
economic downturn. European net sales for the year ended December 31,
2009 increased 3% in U.S. dollars and 8% in local currency compared to
2008.
Gross
margins were 39% for the fourth quarter ended December 31, 2009 and 2008,
respectively. Gross margins were 37% for 2009 compared to 40% in
2008. The gross margin decline for the year 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.
1
Operating
income in the fourth quarter ended December 31, 2009 was $293,000, compared to
$795,000 in the fourth quarter of 2008. Operating income in the fourth quarter
of 2009 included a $210,000 write-off of medical products donated for relief
efforts. The fourth quarter of 2008 included a benefit of $400,000 from the
reversal of incentive compensation liabilities. Excluding these items, operating
income was $503,000 in the fourth quarter of 2009 compared to $395,000 in
2008.
Pretax
income in the fourth quarter ended December 31, 2009 was $266,000 compared to
$875,000 in the fourth quarter of 2008. Included in pretax income in the fourth
quarter of 2008 was $265,000 in other income related to the Company’s gain on
the sale of its former facility in Bridgeport, CT, which had ceased
manufacturing in 1996. Excluding the $210,000 charge associated with
the donation of medical products and the exceptional items in the fourth quarter
of 2008, pretax income was $476,000 in the fourth quarter of 2009 compared to
$210,000 in same period in 2008.
In the
fourth quarter of 2009, the Company recorded an income tax benefit of
approximately $464,000, which was primarily due to $500,000 of tax savings
related to the Company’s donation of medical products to AmeriCares and the
donation of land to the City of Bridgeport, CT. This donation, which occurred in
December 2009, consisted of waterfront property adjacent to the property the
Company sold in December 2008.
The full
year effective tax rate in 2009 was 18%, compared to 33% in 2008. The decrease in the
effective tax rate in 2009 was primarily the result of the $500,000 of tax
savings resulting from the donations. Without these credits, the effective tax
rate would have been approximately 32% for 2009.
Walter C.
Johnsen, Chairman and CEO said, “We completed 2009 with momentum. Our
award-winning iPoint pencil sharpeners are gaining wide distribution, the Speed
Pak utility knives are building sales, and the Camillus knife sales are growing.
Our new proprietary non-stick coatings are broadening our product applications
for cutting in the craft, office, industrial, hardware and other
markets.”
2
Mr.
Johnsen added that he was pleased with the Company’s substantial reduction in
debt during the year, and its new bank facility obtained in January
2010. He emphasized that Acme United enters 2010 with a stronger
balance sheet than a year ago, and is well positioned for growth.
The
Company’s bank debt less cash on December 31, 2009 was $2.7 million compared to
$6.5 million on December 31, 2008. During fiscal year 2009, the
Company repurchased 206,000 shares of its common stock for approximately $1.7
million and paid $700,000 in dividends on its common stock; the expenditures
were offset by cash flow from operations of $6.6
million.
ACME UNITED CORPORATION is an
innovative supplier of cutting devices, measuring instruments and safety
products for school, home, office, industrial and hardware use. Its leading
brands include Westcott®, Clauss®, Camillus® and PhysiciansCare ®.
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) the
Company’s plans and results of operations will be affected by the Company’s
ability to manage its growth, and (iv) other risks and uncertainties indicated
from time to time in the Company’s filings with the Securities and Exchange
Commission.
# # #
3
ACME
UNITED CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
YEAR
END REPORT 2009
(Unaudited)
|
Quarter
Ended
|
Quarter
Ended
|
|||||||
|
Amounts
in $000's except per share data
|
December
31, 2009
|
December
31, 2008
|
||||||
|
Net
sales
|
$ | 13,422 | $ | 12,584 | ||||
|
Cost
of goods sold
|
8,248 | 7,701 | ||||||
|
Gross
profit
|
5,174 | 4,883 | ||||||
|
Selling,
general, and administrative expenses
|
4,881 | 4,088 | ||||||
|
Income
from operations
|
293 | 795 | ||||||
|
Interest
expense
|
(32 | ) | (89 | ) | ||||
|
Interest
income
|
33 | - | ||||||
|
Net
interest expense
|
2 | (89 | ) | |||||
|
Other
(expense) income
|
(29 | ) | 169 | |||||
|
Total
other (expense) income net
|
(27 | ) | 80 | |||||
|
Pre-tax
income
|
266 | 875 | ||||||
|
Income
tax (benefit) expense
|
(464 | ) | 241 | |||||
|
Net
income
|
$ | 731 | $ | 634 | ||||
|
Shares
outstanding - Basic
|
3,208 | 3,415 | ||||||
|
Shares
outstanding - Diluted
|
3,305 | 3,511 | ||||||
|
Earnings
per share basic
|
$ | 0.23 | $ | 0.19 | ||||
|
Earnings
per share diluted
|
0.22 | 0.18 | ||||||
4
ACME
UNITED CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
YEAR
END REPORT 2009 (cont.)
(Unaudited)
|
Year
Ended
|
Year
Ended
|
|||||||
|
Amounts
in $000's except per share data
|
December
31, 2009
|
December
31, 2008
|
||||||
|
Net
sales
|
$ | 59,149 | $ | 68,719 | ||||
|
Cost
of goods sold
|
37,075 | 41,062 | ||||||
|
Gross
profit
|
22,073 | 27,657 | ||||||
|
Selling,
general, and administrative expenses
|
19,047 | 20,778 | ||||||
|
Income
from operations
|
3,027 | 6,879 | ||||||
|
Interest
expense
|
(155 | ) | (396 | ) | ||||
|
Interest
income
|
129 | - | ||||||
|
Net
interest expense
|
(26 | ) | (396 | ) | ||||
|
Other
(expense) income
|
452 | 193 | ||||||
|
Total
other income (expense) net
|
426 | (203 | ) | |||||
|
Pre-tax
income
|
3,453 | 6,676 | ||||||
|
Income
tax expense
|
611 | 2,209 | ||||||
|
Net
income
|
$ | 2,842 | $ | 4,467 | ||||
|
Shares
outstanding - Basic
|
3,289 | 3,486 | ||||||
|
Shares
outstanding - Diluted
|
3,353 | 3,612 | ||||||
|
Earnings
per share basic
|
$ | 0.86 | $ | 1.28 | ||||
|
Earnings
per share diluted
|
0.85 | 1.24 | ||||||
5
ACME
UNITED CORPORATION
CONDENSED
CONSOLIDATED BALANCE SHEETS
YEAR
END REPORT 2009
(Unaudited)
|
Amounts
in $000's
|
December
31, 2009
|
December
31, 2008
|
||||||
|
Assets:
|
||||||||
|
Current
assets:
|
||||||||
|
Cash
|
$ | 6,519 | $ | 5,225 | ||||
|
Accounts
receivable, net
|
10,703 | 10,564 | ||||||
|
Inventories
|
17,400 | 21,769 | ||||||
|
Prepaid
and other current assets
|
1,133 | 1,088 | ||||||
|
Total
current assets
|
35,755 | 38,646 | ||||||
|
Property
and equipment, net
|
2,088 | 2,269 | ||||||
|
Long
term receivable
|
1,892 | 2,000 | ||||||
|
Other
assets
|
2,574 | 2,509 | ||||||
|
Total
assets
|
$ | 42,309 | $ | 45,424 | ||||
|
Liabilities and stockholders'
equity:
|
||||||||
|
Current
liabilities
|
||||||||
|
Accounts
payable
|
$ | 3,546 | $ | 3,669 | ||||
|
Other
current liabilities
|
3,257 | 5,157 | ||||||
|
Total
current liabilities
|
6,803 | 8,826 | ||||||
|
Non-current
liabilities
|
||||||||
|
Long
term debt
|
9,154 | 11,750 | ||||||
|
Other
non current liabilities
|
1,811 | 1,960 | ||||||
|
Total
liabilities
|
17,768 | 22,536 | ||||||
|
Total
stockholders' equity
|
24,541 | 22,888 | ||||||
|
Total
liabilities and stockholders' equity
|
$ | 42,309 | $ | 45,424 | ||||
6