-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, F/oBnhOd0JhNGMk/5iUlkuPlBFQIpMQXbHlvMT5lmoXMFDB3efPf213m7ErO6Sxa 8GUWTxsYZbP4SrXKblGpwQ== 0000002098-95-000002.txt : 19950530 0000002098-95-000002.hdr.sgml : 19950530 ACCESSION NUMBER: 0000002098-95-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950512 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACME UNITED CORP CENTRAL INDEX KEY: 0000002098 STANDARD INDUSTRIAL CLASSIFICATION: 3420 IRS NUMBER: 060236700 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07698 FILM NUMBER: 95537784 BUSINESS ADDRESS: STREET 1: 75 KINGS HIGHWAY CUTOFF CITY: FAIRFIELD STATE: CT ZIP: 06430 BUSINESS PHONE: 2033327330 FORMER COMPANY: FORMER CONFORMED NAME: ACME SHEAR CO DATE OF NAME CHANGE: 19710713 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM l0-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 OR [ ] TRANSITION REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File Number Q4823 ACME UNITED CORPORATION ________________________________________________________________________________ (Exact name of registrant as specified in its charter) Connecticut 06-0236700 _______________________________ ___________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 75 Kings Highway Cutoff, Fairfield, Connecticut 06430 _______________________________________________ __________ (Address of principal executive offices) (Zip Code) (203) 332-7330 __________________________________________________ Registrant's telephone number, including area code ________________________________________________________________________________ Former name, former address and former fiscal year, if changed since last report 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 [ ] Registrant had 3,337,620 shares outstanding as of May 11, 1995 of its $ 2.50 par value Common Stock. PART 1 - FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS ACME UNITED CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS MARCH 31 DECEMBER 31 1995 1994 (UNAUDITED) ___________ ___________ Current Assets: Cash and cash equivalents $ 660,675 $ 450,480 Accounts receivable 8,159,728 7,893,838 Inventories: Finished Goods 12,969,200 11,227,978 Work in process 5,438,200 5,246,507 Raw materials & supplies 4,675,936 4,525,053 Deferred income taxes 356,897 356,874 Prepaid expenses and other current assets 829,348 747,758 ___________ ___________ Total current assets 33,089,984 30,448,488 Plant, property and equipment Land 812,879 756,625 Buildings 4,804,127 4,580,669 Machinery and equipment 16,531,531 16,063,066 Additions 248,115 - ___________ ___________ Total plant, property and equipment 22,396,652 21,400,360 Less, accumulated depreciation 13,487,110 12,852,430 ___________ ___________ Net plant, property and equipment 8,909,542 8,547,930 Licensing agreements 1,599,757 1,705,416 Other assets 1,327,197 1,330,109 Goodwill 851,757 856,480 ___________ ___________ Total assets $45,778,237 $42,888,423 =========== =========== See notes to financial statements ACME UNITED CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES MARCH 31 DECEMBER 31 1995 1994 (UNAUDITED) ___________ ___________ Current Liabilities: Accounts payable $ 3,438,671 $ 2,473,125 Notes payable due within one year 4,917,680 4,000,069 Accrued liabilities: Pension 536,222 470,400 Employee benefit claims 490,188 435,041 Other accrued liabilities 2,158,268 2,035,705 ___________ ___________ Total current liabilities 11,541,039 9,414,340 Deferred income taxes 928,680 1,003,893 Long term debt 15,127,072 14,387,590 ___________ ___________ Total liabilities 27,596,791 24,805,823 STOCKHOLDERS' EQUITY Common stock, par value $2.50: authorized 4,000,000 shares; Issued 3,384,620, outstanding 3,337,620 8,461,550 8,461,550 Treasury Stock, 47,000 shares (357,631) (357,631) Additional paid-in capital 2,145,119 2,145,119 Retained earnings 8,905,899 8,973,803 Translation adjustment (973,491) (1,140,241) ___________ ___________ Total stockholders' equity 18,181,446 18,082,600 ___________ ___________ Total liabilities and stockholders' equity $45,778,237 $42,888,423 =========== =========== See notes to financial statements ACME UNITED CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED MARCH 31 1995 1994 Net Sales $12,896,891 $12,310,708 Other income 23,206 49,402 ___________ ___________ 12,920,097 12,360,110 Costs and expenses: Cost of goods sold 9,276,192 9,031,685 Selling, general and administrative expense 3,343,999 3,193,437 Interest expense 456,688 356,962 ___________ ___________ 13,076,879 12,582,084 ___________ ___________ Loss before income taxes (156,782) (221,974) Provision (benefit) for income taxes (88,878) (85,279) ___________ ___________ Net loss $ (67,904) $ (136,695) =========== ============ Weighted average common and dilutive common equivalent shares 3,353,899 3,337,620 ========= ========= Loss per common share $(.02) $(.04) ==== ==== See notes to financial statements ACME UNITED CORPORATION CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED) THREE MONTHS ENDED MARCH 31 1995 1994 ___________ ___________ Cash flows from operating activities: Net loss $ (67,904) $ (136,695) Adjustments for non-cash transactions Depreciation 350,374 309,624 Amortization 140,316 137,896 Deferred tax charges/(credits) (175,936) 3,555 Change in assets and liabilities Decrease in accounts receivable 189,491 496,335 (Increase) in inventory (1,589,165) (904,499) (Increase) in prepaid expenses and other current assets (47,126) (174,307) (Increase) in other assets (22,271) (15,704) Increase in accounts payable 840,688 100,897 (Decrease) in income taxes payable (35,658) - (Decrease) in other liabilities (121,960) (137,631) ___________ ___________ Total adjustments (471,247) (183,834) ___________ ___________ Net cash used by operations (539,151) (320,529) ___________ ___________ Cash flow from investing activities: Capital expenditures (246,338) (300,356) ___________ ___________ Net cash used for investing activities (246,338) (300,356) ___________ ___________ Cash flows from financing activities: Net borrowings 994,194 745,023 ___________ ___________ Net cash provided by financing activities 994,194 745,023 ___________ ___________ Effect of exchange rate changes on cash 1,490 (179,255) ___________ ___________ Net change in cash and cash equivalents 210,195 (55,117) Cash and cash equivalents at beginning of year 450,480 318,660 ___________ ___________ Cash and cash equivalents $ 660,675 $ 263,543 =========== =========== See notes to financial statements ACME UNITED CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of Management, the accompanying consolidated financial statements contain all adjustments necessary to present fairly the financial position as of March 31, 1995 and December 31, 1994 and the results of its operations for the three month periods ended March 31, 1995 and March 31, 1994 and changes in the cash flows for the three months then ended. The financial statements reflect all recurring adjustments but do not include all of the disclosures normally required by generally accepted accounting principles or those normally made in the annual Form 10-K filing. Please refer to the Company's annual report for year ended December 31, 1994 for such disclosures. 2. The results of operations for the three months ended March 31, 1995 are not necessarily indicative of the results to be expected for the full year. 3. Net Income (loss) per share is based on the weighted average number of common shares and dilutive common equivalent shares (common stock options) outstanding using the treasury stock method. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED STATEMENTS OF OPERATION RESULTS OF OPERATIONS Net Sales Consolidated net sales increased $586,000 or 5% for the three month period ended March 31, l995 as compared to the similar period in l994 which can be mainly attributed to increased sales volume. Net sales for consumer operations increased $668,000 or 9% for the three month period in 1995 over l994 primarily because of volume increases in the U.S. Net sales for medical operations decreased $82,000 or 2% for the three month period in l995 over l994 because of lower volume. Net sales from U.S. operations were $8,521,000 for the three month period ended March 31, l995, an increase of $673,000 or 9%. Foreign operations net sales were $4,376,000 for the three month period which resulted in a decrease of $87,000 or 2% compared to 1994. Foreign operation sales were favorably impacted as a result of the strength in the German mark and the British pound. Gross Profit Margin The consolidated gross profit margin for the three month period ended March 31, 1995 was 28% as compared to 27% in 1994. The medical division margins decreased to 37% for the three month period in l995 as compared to 38% for l994 which can be attributed to higher costs. The consumer division gross profit was 23% and 20% for the three month period in l995 and l994, respectively. Margins improved on US consumer and declined on foreign operations. Selling, General and Administrative Expenses Selling, general and administrative expenses increased $151,000 or 5% for the three month period ended March 31, l995 over l994 which is primarily attributable to inflationary increases and the effect of a stronger German mark and British pound. Interest Expense Interest expense increased $100,000 for the three month period ended March 31, l995 as compared to l994 which is attributable to increased average borrowings and higher interest rates on the U.S. revolving line of credit. Provision for Income Taxes The effective tax rate for the three month period ended March 31, l995 was 57% as compared to 38% for l994. The consolidated effective tax rates vary from year to year because income (loss) before taxes vary from year to year by country of operation and the statutory rates and laws vary by country of operation. Liquidity and Capital Commitments The Company's working capital, current ratio and long term debt to equity ratio are as follows: March 31, 1995 December 31, 1994 Working capital $21,549,000 $21,035,000 Current ratio 2.87 to 1 3.23 to 1 Long term debt to equity ratio .83 .80 Capital expenditures were $246,000 for the three month period ended March 1995. The 1995 capital expenditures are expected to be approximately $1,200,000. The Company has a $l3,000,000 U.S. revolving line of credit due to expire in March l997 and foreign overdraft arrangements due to expire at various times in l995. Based on maintaining the U.S. revolving line of credit and foreign overdraft arrangements, current cash balances and cash flow from operations, the Company believes it can meet capital expenditure and other planned financial commitments in l995. PART II - OTHER INFORMATION Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Annual Meeting was held on April 24, 1995. (b) The following individuals were elected Directors at the meeting and comprise the entire Board. Votes Votes for withheld _________ _________ David W. Clark, Jr. 3,055,832 99,340 George R. Dunbar 3,055,750 99,422 James F. Farrington 3,057,625 97,547 Walter C. Johnsen 3,057,675 97,497 Newman M. Marsilius 3,055,700 99,472 Wayne R. Moore 3,055,832 99,340 Gary D. Penisten 3,055,832 99,340 Dwight C. Wheeler II 3,055,545 99,627 Henry C. Wheeler 3,055,737 99,435 (c) Coopers & Lybrand L.L.P. were appointed as Auditors for the Company for the year 1995 with 3,129,566 shares voting for the appointment, 20,623 shares voting against the appointment, 4,983 abstentions and 38,798 broker non-votes. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) No Form 8-K was filed by the Company during the three months ended March 31, l995. 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 ________________________________ (Registrant) Date: May 11, 1995 Stephen T. Bajda ________________________________ Stephen T. Bajda Senior Vice President-Finance Date: May 11, 1995 Richard L. Windt _________________________________ Richard L. Windt Controller EX-27 2
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