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): October 16, 2015
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.) |
55 Walls Drive, 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 October 16, 2015, Acme United Corporation (the “Company”)
issued a press release announcing its financial results for the quarter ended September 30, 2015. 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 October 16, 2015. |
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: October 16, 2015 |
|
|
|
|
|
|
|
|
|
By |
/s/ Paul
G. Driscoll |
|
|
Paul G. Driscoll |
|
|
Vice President and |
|
|
Chief Financial Officer |
|
|
|
|
Dated: October 16, 2015 |
EXHIBIT INDEX
|
Exhibit Number |
Description |
|
|
|
|
99.1 |
Press release dated October 16, 2015. |
Exhibit
99.1
ACME UNITED
CORPORATION |
NEWS
RELEASE |
CONTACT: |
Paul G. Driscoll |
Acme United Corporation |
55 Walls Drive |
Fairfield, CT 06824 |
|
|
Phone: (203) 254-6060 |
FAX: (203) 254-6521 |
|
FOR
IMMEDIATE RELEASE October 16, 2015 |
|
ACME
UNITED REPORTS THIRD QUARTER SALES AND EARNINGS
FAIRFIELD,
CONN. – October 16, 2015 – Acme United Corporation (NYSE MKT:ACU) today announced that net sales for the third quarter
ended September 30, 2015 were $29.9 million, compared to $30.0 million in the comparable period of 2014 and an increase of 3%
in constant currency. Net sales for the nine months ended September 30, 2015 were $86.7 million, compared to $82.6 million in
the comparable period of 2014, an increase of 5%, or 8% in constant currency.
Net
income for the quarter ended September 30, 2015 was $1.21 million, or $0.33 per diluted share, compared to $1.19 million, or $0.34
per diluted share, for the 2014 period, an increase in net income of 2%. During the quarter, the Company incurred $150,000 of
one-time moving and severance costs related to the consolidation of its first aid operations. Excluding these costs, earnings
per share would have been $0.35 in the third quarter. Net income for the nine months ended September 30, 2015 was $4.35 million,
or $1.18 per diluted share, compared to $4.10 million, or $1.18 per diluted share, in the 2014 comparable period, a 6% increase
in net income.
Chairman
and CEO Walter C. Johnsen commented, “Third quarter sales were even with last year, and we continued to deliver a solid,
profitable performance. I am particularly happy with the sales growth in our Westcott office products, first aid business, and
European operations. Our Canadian subsidiary was impacted by difficult economic conditions, but we are gaining new business and
working to recover.”
Mr.
Johnsen continued, “We are in the final stages of consolidating our Norwalk, Connecticut first aid operations into our modern
facility in Vancouver, Washington. We expect the consolidation to generate savings in fixed expenses and provide operating leverage
in 2016 and beyond. Excluding the one-time consolidation costs of the move, earnings per share would have been $0.35 in the third
quarter.”
In
the Company’s U.S. segment, net sales for the quarter ended September 30, 2015 increased 2% compared to the same period
in 2014. Sales of the Westcott family of school and office products increased 7%, with the largest contribution coming from iPoint
pencil sharpeners and titanium scissors. Sales of first aid products increased 4%. Excluding discontinuation of some low-margin
over-the-counter medications, first aid sales increased 9%. Sales of Camillus knives declined $0.7 million in the quarter due
to a retail promotion in last year’s quarter that did not repeat. Year over year, net sales for the first nine months of
2015 grew 9%, mainly due to increased sales of first aid and Westcott products.
Net
sales in Canada for the three months ended September 30, 2015 decreased 24% in U.S. dollars and 9% in local currency compared
to the prior-year period. Year over year, net sales for the nine months ended September 30, 2015 decreased 22% in U.S. dollars
and 11% in local currency. These decreases were primarily due to a large retail chain exiting the Canadian market and weak economic
conditions.
Net
sales in Europe for the three months ended September 30, 2015 increased 5% in U.S. dollars and 24% in local currency compared
to the 2014 period. Net sales for the nine months ended September 30, 2015 decreased 7% in U.S. dollars but rose 13% in local
currency.
Gross
margins were 34.5% in the third quarter of 2015 compared to 35.4% in the 2014 period. In the third quarter of 2015 the Company
moved most of its first aid production from Norwalk, Connecticut to its Vancouver, Washington plant, incurring approximately $150,000
of one-time moving and severance costs. The Connecticut facility will be closed on schedule in the fourth quarter of 2015 as part
of a planned consolidation of first aid facilities. Gross margins were 36.1% for the nine months ended September 30, 2015 compared
to 35.4% for last year’s period. The gross margin improvement for the year was primarily due to a more favorable product
mix.
The
Company’s bank debt less cash on September 30, 2015 was $23.9 million compared to $24.5 million on September 30, 2014.
ACME
UNITED CORPORATION is a leading worldwide supplier of innovative cutting, measuring and safety products to the school, home,
office, hardware, sporting goods and industrial markets. Its leading brands include Westcott®,
Clauss®, Camillus®, Cuda®, PhysiciansCare®, First Aid Only® and Pac-Kit®. For more information,
visit www.acmeunited.com
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) changes in the Company’s plans, strategies, objectives, expectations and intentions,
which may be made at any time at the discretion of the Company; (ii) the impact of uncertainties in global economic conditions,
including the impact on the Company’s suppliers and customers; (iii) changes in client needs and consumer spending habits;
(iv) the impact of competition and technological changes on the Company; (v) the Company’s ability to manage its growth
effectively, including its ability to successfully integrate any business it might acquire; (vi) currency fluctuations; and (vii)
other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.
#
# #
ACME
UNITED CORPORATION |
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME |
THIRD
QUARTER REPORT 2015 |
(Unaudited) |
| |
| |
|
| |
| |
|
| |
| Three
Months Ended | | |
| Three
Months Ended | |
Amounts
in $000's except per share data | |
| September
30, 2015 | | |
| September
30, 2014 | |
| |
| | | |
| | |
| |
| | | |
| | |
Net sales | |
$ | 29,903 | | |
$ | 30,008 | |
Cost
of goods sold | |
| 19,577 | | |
| 19,393 | |
Gross profit | |
| 10,326 | | |
| 10,615 | |
Selling,
general, and administrative expenses | |
| 8,334 | | |
| 8,685 | |
Income from operations | |
| 1,992 | | |
| 1,930 | |
Interest expense | |
| 150 | | |
| 157 | |
Interest
income | |
| (1 | ) | |
| (4 | ) |
Net
interest expense | |
| 149 | | |
| 153 | |
Other
expense (income) | |
| 93 | | |
| 67 | |
Total other expense | |
| 242 | | |
| 221 | |
Income
before income tax expense | |
| 1,750 | | |
| 1,710 | |
Income
tax expense | |
| 542 | | |
| 521 | |
Net
income | |
$ | 1,208 | | |
$ | 1,189 | |
| |
| | | |
| | |
Shares
outstanding - Basic | |
| 3,354 | | |
| 3,250 | |
Shares
outstanding - Diluted | |
| 3,699 | | |
| 3,546 | |
| |
| | | |
| | |
Earnings per share basic | |
$ | 0.36 | | |
$ | 0.37 | |
Earnings per share diluted | |
| 0.33 | | |
| 0.34 | |
ACME UNITED CORPORATION |
CONDENSED CONSOLIDATED STATEMENTS
OF INCOME |
THIRD QUARTER REPORT 2015 (cont.) |
(Unaudited) |
| |
| |
|
| |
| |
|
| |
| Nine
Months Ended | | |
| Nine
Months Ended | |
Amounts
in $000's except per share data | |
| September
30, 2015 | | |
| September
30, 2014 | |
| |
| | | |
| | |
| |
| | | |
| | |
Net sales | |
$ | 86,694 | | |
$ | 82,555 | |
Cost of goods sold | |
| 55,398 | | |
| 53,346 | |
Gross profit | |
| 31,296 | | |
| 29,209 | |
Selling, general, and administrative
expenses | |
| 24,603 | | |
| 22,920 | |
Income from operations | |
| 6,693 | | |
| 6,289 | |
Interest expense | |
| 424 | | |
| 355 | |
Interest income | |
| (4 | ) | |
| (12 | ) |
Net
interest expense | |
| 420 | | |
| 343 | |
Other expense | |
| 149 | | |
| 78 | |
Total other expense | |
| 569 | | |
| 421 | |
Income before income tax
expense | |
| 6,124 | | |
| 5,868 | |
Income tax expense | |
| 1,771 | | |
| 1,769 | |
Net income | |
$ | 4,353 | | |
$ | 4,099 | |
| |
| | | |
| | |
Shares outstanding - Basic | |
| 3,328 | | |
| 3,224 | |
Shares outstanding - Diluted | |
| 3,698 | | |
| 3,485 | |
| |
| | | |
| | |
Earnings per share basic | |
$ | 1.31 | | |
$ | 1.27 | |
Earnings per share diluted | |
| 1.18 | | |
| 1.18 | |
ACME UNITED CORPORATION |
CONDENSED CONSOLIDATED BALANCE
SHEETS |
THIRD QUARTER REPORT 2015 |
(Unaudited) |
| |
| |
|
| |
| |
|
Amounts
in $000's | |
| September
30, 2015 | | |
| September
30, 2014 | |
| |
| | | |
| | |
Assets: | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash
equivalents | |
$ | 4,621 | | |
$ | 5,814 | |
Accounts receivable, net | |
| 23,587 | | |
| 24,007 | |
Inventories | |
| 34,497 | | |
| 31,461 | |
Prepaid
and other current assets | |
| 2,163 | | |
| 1,839 | |
Total current assets | |
| 64,868 | | |
| 63,121 | |
Property and equipment, net | |
| 7,343 | | |
| 6,649 | |
Intangible assets, net | |
| 8,613 | | |
| 12,761 | |
Goodwill | |
| 4,785 | | |
| 1,340 | |
Other
assets | |
| 967 | | |
| 1,072 | |
Total assets | |
$ | 86,576 | | |
$ | 84,943 | |
| |
| | | |
| | |
Liabilities and stockholders'
equity: | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable | |
$ | 7,206 | | |
$ | 6,574 | |
Other
current liabilities | |
| 6,759 | | |
| 8,067 | |
Total current liabilities | |
| 13,965 | | |
| 14,641 | |
Bank debt | |
| 28,551 | | |
| 30,344 | |
Other non current liabilities | |
| 362 | | |
| 807 | |
| |
| 42,878 | | |
| 45,792 | |
Total stockholders' equity | |
| 43,698 | | |
| 39,151 | |
Total liabilities and
stockholders' equity | |
$ | 86,576 | | |
$ | 84,943 | |
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