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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2007
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
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Commission file number 001-07698
ACME UNITED CORPORATION
(Exact name of registrant as specified in its charter)
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CONNECTICUT 06-0236700
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) 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
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 a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check
one).
Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|
As of May 1, 2007 the registrant had issued and outstanding 3,517,283 shares of
its $2.50 par value Common Stock.
ACME UNITED CORPORATION
Page
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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................................. 10
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 1a. Risk Factors................................................... 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.............................................. 14
Item 6. Exhibits....................................................... 15
Signatures.............................................................. 16
(2)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(all amounts in thousands, except share data)
March 31 December 31
2007 2006
(unaudited) (Note 1)
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 3,386 $ 3,838
Accounts receivable, less allowance 9,656 10,852
Inventories:
Finished goods 15,375 14,709
Work in process 41 63
Raw materials and supplies 807 905
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16,223 15,677
Prepaid expenses and other current assets 1,481 846
Deferred income taxes 274 274
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Total current assets 31,020 31,487
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Property, plant and equipment:
Land 161 159
Buildings 2,744 2,778
Machinery and equipment 7,119 7,006
------------ ------------
10,024 9,943
Less accumulated depreciation 7,587 7,403
------------ ------------
2,437 2,540
Other assets 895 905
Goodwill 89 89
------------ ------------
Total assets $ 34,440 $ 35,021
============ ============
See notes to condensed consolidated financial statements.
(3)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(all amounts in thousands, except share data)
March 31 December 31
2007 2006
(unaudited) (Note 1)
------------ ------------
LIABILITIES
Current liabilities:
Accounts payable $ 2,589 $ 2,358
Other accrued liabilities 2,164 3,660
Current portion of long-term debt 10 9
------------ ------------
Total current liabilities 4,763 6,026
Long-term debt, less current portion 10,453 10,218
Other 663 645
------------ ------------
Total liabilities 15,879 16,890
STOCKHOLDERS' EQUITY
Common stock, par value $2.50:
authorized 8,000,000 shares;
issued - 4,221,274 shares in 2007
and 4,192,824 shares in 2006,
including treasury stock 10,552 10,482
Treasury stock, at cost - 703,991 shares
in 2007 and 678,991 shares in 2006 (5,786) (5,439)
Additional paid-in capital 3,148 3,014
Retained earnings 11,524 11,015
Accumulated other comprehensive loss:
Translation adjustment (65) (129)
Minimum pension liability (812) (812)
------------ ------------
(877) (941)
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Total stockholders' equity 18,561 18,131
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Total liabilities and stockholders' equity $ 34,440 $ 35,021
============ ============
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
March 31
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2007 2006
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Net sales $ 12,241 $ 12,257
Costs and expenses:
Cost of goods sold 6,907 6,705
Selling, general and administrative expenses 4,158 4,259
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11,065 10,964
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Income before non-operating items 1,176 1,293
Non-operating items:
Interest expense 154 125
Other (income) expense, net (27) (76)
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127 49
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Income before income taxes 1,049 1,244
Income tax expense 399 485
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Net income 650 759
============ ============
Basic earnings per share $ 0.18 $ 0.22
============ ============
Diluted earnings per share $ 0.17 $ 0.20
============ ============
Weighted average number of common shares outstanding-
denominator used for basic per share computations 3,525 3,484
Weighted average number of dilutive stock options
outstanding 200 251
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Denominator used for diluted per share computations 3,725 3,735
============ ============
Dividends declared per share $ 0.04 $ 0.03
============ ============
See notes to condensed consolidated financial statements
(5)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(all amounts in thousands)
Three Months Ended
March 31
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2007 2006
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Operating Activities:
Net income $ 650 $ 759
Adjustments to reconcile net income
to net cash used by operating activities:
Depreciation 198 199
Amortization 13 8
Stock compensation expense 53 66
Changes in operating assets and liabilities:
Accounts receivable 1,188 (228)
Inventories (500) (1,821)
Prepaid expenses and other current assets (643) (436)
Other assets
Accounts payable 225 404
Other accrued liabilities (1,501) (1,059)
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Total adjustments (969) (2,867)
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Net cash used by operating activities (319) (2,108)
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Investing Activities:
Purchase of property, plant, and equipment (85) (35)
Purchase of patents and trademarks (3) (39)
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Net cash used by investing activities (88) (74)
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Financing Activities:
Net borrowing of long-term debt 236 2,206
Proceeds from issuance of common stock 153 7
Distributions to stockholders (105) (117)
Purchase of treasury stock (347) -
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Net cash (used) provided by financing activities (64) 2,096
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Effect of exchange rate changes 19 -
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Net change in cash and cash equivalents (452) (86)
Cash and cash equivalents at beginning of period 3,838 1,076
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Cash and cash equivalents at end of period $ 3,386 $ 990
============ ============
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 of Acme United Corporation (the
"Company"). 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, 2006
for such disclosures. The condensed consolidated balance sheet as of December
31, 2006 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 the Management's Discussion and Analysis of Financial Condition and Results
of Operations and financial statements and notes thereto, included in the
Company's 2006 Form 10-K.
Note 2 -- Contingencies
The Company is involved from time to time in disputes and other litigation in
the ordinary course of business and may encounter other contingencies, which may
include 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.
Note 3 -- Pension
Components of net periodic pension cost are as follows for the periods set forth
below:
Three Months Ended
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March 31 March 31
2007 2006
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Components of net periodic benefit cost:
Interest cost $ 47,500 $ 48,000
Service cost 7,500 8,750
Expected return on plan assets (57,500) (52,250)
Amortization of prior service costs 2,250 2,250
Amortization of actuarial gain 22,000 22,000
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$ 21,750 $ 28,750
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Note 4 -- Long Term Debt and Capital Structure
The Company's revolving loan agreement, as amended, provides for borrowing up to
$15 million with all outstanding amounts under the related loan to be repaid on
or before June 30, 2009. At March 31, 2007 and December 31, 2006, the Company
had borrowings of $10,422,845 and $10,187,245, respectively, under the revolving
loan agreement. Based on the scheduled maturity date, the Company has classified
the borrowings at March 31, 2007 as long-term liabilities.
During the first three months of 2007, the Company issued 28,450 shares of
common stock with proceeds of $153,076 to the Company upon the exercise of
outstanding stock options. During the same period, the Company also repurchased
25,000 shares of common stock for treasury. These shares were purchased at fair
market value, with a total cost to the Company of $347,000.
(7)
Note 5-- Segment Information
The Company reports financial information based on the organization structure
used by management for making operating and investment decisions and for
assessing performance. The Company's reportable business segments include (1)
United States; (2) Canada; and (3) Europe. The activities of the Company's Asian
operating segment are closely linked to those of the U.S. operating segment;
accordingly, Management reviews the financial results of both segments on a
consolidated basis, and, the results of the Asian operating segment have been
aggregated with the results of the United States operating segment to form one
reportable segment called the United States operating segment. The determination
of reportable segments is based on the guidance set forth in SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information". Each
reportable segment derives its revenue from the sales of cutting devices,
measuring instruments and safety products for school, office, home and
industrial use.
The Chief Operating Decision Maker evaluates the performance of each operating
segment based on segment revenues and operating income. Segment amounts are
presented after converting to U.S. dollars and consolidating eliminations.
Financial data by segment:
(in thousands)
Three months ended March 31
Sales to external customers: 2007 2006
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United States $ 9,273 $ 9,681
Canada 1,571 1,523
Europe 1,396 1,053
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Consolidated $ 12,241 $ 12,257
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Operating Income:
United States $ 1,301 $ 1,407
Canada 57 69
Europe (182) (183)
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Consolidated $ 1,176 $ 1,293
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March 31 December 31
Assets by segment 2007 2006
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United States $ 24,132 $ 24,516
Canada 6,124 6,286
Europe 4,184 4,219
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Consolidated $ 34,440 $ 35,021
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Note 6 - Share Based Compensation
The Company recognizes share-based compensation in accordance with the
provisions of Statement of Financial Accounting Standards No. 123R, Share-Based
Payment" ("SFAS 123R") ". Share-based compensation expense was $53,000 and
$66,000 for the quarters ended March 31, 2007 and March 31, 2006, respectively.
As of March 31, 2007, there was $392,406 of unrecognized compensation cost
related to non-vested share -based payments granted to the Company's employees;
no options were granted during the quarter ended March 31, 2007. The remaining
unamortized expense is expected to be recognized over a weighted average period
of approximately 1.6 years.
(8)
Note 7 - Comprehensive Income
Comprehensive income for the three months ended March 31, 2007 and March 31,
2006 consisted of the following:
Three Months Ended
March 31
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2007 2006
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Net Income 650 759
Other comprehensive income / (loss) -
Foreign currency translation 64 (27)
Change in fair value of derivative financial instrument
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Comprehensive income $ 714 $ 732
============ ============
Note 8 - Income Taxes
The Company adopted the provisions of Financial Accounting Standards Board
("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109" ("FIN 48"), on January 1, 2007. FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with FASB Statement 109,
"Accounting for Income Taxes", and prescribes a recognition threshold and
measurement process for financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition.
The company files income tax returns in the U.S. federal jurisdiction, and
various state and foreign jurisdictions. Based on our evaluation, there is no
effect to the Company's financial statements from the adoption of FIN 48. Our
evaluation was performed for the tax years ended December 31, 2003, 2004, 2005
and 2006, the tax years which remain subject to examination by major tax
jurisdictions as of March 31, 2007. The Internal Revenue Service (IRS) is
currently examining the company's U.S. federal income tax return for 2004.
In accordance with the Company's accounting policy, any interest and penalties
related to uncertain tax positions are recognized in income tax expense.
(9)
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 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. A more detailed discussion of such factors is set forth
in Item 1A "Risk Factors" of Part 1 of the Company's Form 10-K for the fiscal
year ended December 31, 2006. 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
There have been no material changes to our critical accounting policies and
estimates from the information provided 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 fiscal year ended December 31,
2006, except as follows:
Accounting for Stock-Based Compensation. In the first quarter of 2006, the
Company began accounting for stock-based compensation in accordance with the
fair value recognition provisions of Statement of Financial Accounting Standards
No. 123R "Share Based Payment" (SFAS 123R"). The Company uses the Black-Scholes
option - pricing model, which requires the input of subjective assumptions.
These assumptions include estimating the length of time employees will retain
their vested stock options before exercising them ("expected term"), the
estimated volatility of the Company's common stock price over the expected term
and the number of options that will ultimately not complete their vesting
requirements ("forfeitures"). Changes in the subjective assumptions can
materially affect the estimate of fair value stock-based compensation and
consequently, the related amount recognized on the consolidated statements of
operations. Refer to Note 7 "Stock Based Compensation" for a more detailed
discussion of the effects of SFAS 123R on our results of operations and
financial condition.
Results of Operations
Net Sales
Consolidated net sales for the quarter ended March 31, 2007 were $12,241,000,
compared with $12,257,000 for the same period in 2006. Net sales for the first
quarter in the U.S. operating segment decreased 4% over net sales for the same
period in 2006. Sales in the first quarter of 2006 included over $1 million of
initial new product shipments to three major retail chains. Since these products
are now regular items for these retailers, the first quarter of 2007's sales
represented only restocking shipments. Sales in Europe and Canada increased by
21% and 5% (in constant currency), respectively. Sales in Europe were positively
impacted by new sales to a large pan-European superstore and an expanded product
line with a major European retailer.
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 season.
(10)
Gross Profit
The gross profit for the first quarter of 2007 was $5,334,000 (44% of net sales)
compared to $5,552,000 (45% of net sales) for the first quarter of 2006. The
margin in 2007 declined due to a higher proportion of European sales, which
yield lower margins as compared to margins in the U.S. segment.
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses for the first quarter of
2007 were $4,158,000 (34% of net sales) compared with $4,259,000 (35% of net
sales) for the same period of 2006, a decrease of $101,000.
Operating Income
Operating income was $1,176,000 in the first quarter of 2007 compared with
$1,293,000 in the first quarter of 2006, representing a decrease of $116,000 or
9%. Operating income for the United States segment decreased by $106,000 or 8%,
primarily as a result of the decline in sales from the same period in 2006.
Operating income in Canada decreased by $12,000 or 17% primarily as a result of
a high proportion of sales to customers with lower margins. The European
operating loss remained relatively constant as compared to the same period in
2006.
Interest Expense
Interest expense for the first quarter of 2007 was $154,000, compared with
$125,000 for the same quarter of 2006, a $29,000 increase. The increase in
interest expense was primarily the result of higher borrowings under the
Company's bank revolving credit facility.
Other (Income) Expense, Net
Net other income was $27,000 in the first quarter of 2007 compared to net other
income of $76,000 in the first quarter of 2006. The change from 2006 is
primarily due to lower gains from foreign currency transactions in the first
quarter of 2007.
Income Taxes
The effective tax rate in the first quarter of 2007 was 38% compared to 39% in
the first quarter of 2006.
(11)
Financial Condition
Liquidity and Capital Resources
The Company's working capital, current ratio and long-term debt to equity ratio
follow:
March 31, 2007 December 31, 2006
----------------- -----------------
Working capital $ 26,256,910 $ 25,460,578
Current ratio 6.51 5.22
Long term debt to equity ratio 56.3% 56.3%
During the first three months of 2007, total debt increased by $236,000 compared
to total debt at December 31, 2006, principally as a result of the buildup of
inventory in anticipation of future business and the repurchase of common stock
under a previously announced repurchase program, partially offset by earnings.
On March 6, 2006, the Company modified its Revolving Loan Agreement (the
"Modified Loan Agreement") with Wachovia Bank. The Modified Loan Agreement
amends certain provisions of the original Revolving Loan Agreement. The
amendments include an increase in the maximum borrowing amount from $10 million
to $15 million; an extension of the maturity date of the loan from June 30, 2007
to June 30, 2009; a decrease in the interest rate to LIBOR plus 1% (from LIBOR
plus 1.5%), as well as modifications to certain covenant restrictions. Funds
borrowed under the Modified Loan Agreement will be used for working capital,
general operating expenses and certain other purposes. As of March 31, 2007,
$10,423,000 was outstanding and $4,577,000 was available for borrowing under the
Modified Loan Agreement.
Cash expected to be generated from operating activities, together with funds
available under the Modified Loan Agreement are expected, under current
conditions, to be sufficient to finance the Company's planned operations over
the next twelve months.
(12)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-Continued
Recently Issued Accounting Standards
Item 3. Quantitative and Qualitative Disclosure About Market Risk
There are no material changes in market risks as disclosed in the Company's
annual Report on Form 10-K for the year ended December 31, 2006.
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 March 31, 2007, 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 March 31, 2007, 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 its
financial position, results of operations, or liquidity.
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, 2006.
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
None.
(14)
Item 6 -- Exhibits
Documents filed as part of this report.
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
Chairman of the Board and
Chief Executive Officer
Dated: May 15, 2007
By /s/ PAUL G. DRISCOLL
------------------------------
Paul G. Driscoll
Vice President and
Chief Financial Officer
Dated: May 15, 2007
(16)