-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PT2aCetkV9HJVTl9tgQKRr7LkoKHV/6igp1EJX12FOnbofnCCtXM9tATb/2xDxAf n99bxz+GGowj6qT/JU4Y4Q== /in/edgar/work/20000814/0001026608-00-000022/0001026608-00-000022.txt : 20000921 0001026608-00-000022.hdr.sgml : 20000921 ACCESSION NUMBER: 0001026608-00-000022 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 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: SEC FILE NUMBER: 001-07698 FILM NUMBER: 695576 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 0001.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 10-Q ------------------ |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 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) Registrant's telephone number, including area code: (203) 332-7330 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 3,507,055 shares outstanding as of August 11, 2000 of its $2.50 par value Common Stock. ACME UNITED CORPORATION Page ---- Part I -- FINANCIAL INFORMATION Item 1. Financial Statements 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................................. 9 Part II -- OTHER INFORMATION Item 1. Legal Proceedings.............................................. 12 Item 2. Changes in Securities.......................................... 12 Item 3. Defaults Upon Senior Securities................................ 12 Item 4. Submission of Matters to a Vote of Security Holders............ 12 Item 5. Other Information.............................................. 12 Item 6. Exhibits and Reports on Form 8-K............................... 12 Signatures............................................................. 13 PART I. FINANCIAL INFORMATION ACME UNITED CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (all amounts in thousands, except per share data) June 30 December 31 2000 1999 ------------ -----------
ASSETS Current assets: Cash and cash equivalents $ 9 $ 88 Accounts receivable, less allowance 8,740 6,702 Inventories: Finished goods 6,433 5,355 Work in process 947 649 Raw materials and supplies 1,921 2,294 ---------- --------- 9,301 8,298 Prepaid expenses and other current assets 801 508 ---------- --------- Total current assets 18,851 15,596 ---------- --------- Property, plant and equipment: Land 182 191 Buildings 2,001 2,048 Machinery and equipment 7,856 8,616 ---------- --------- 10,039 10,855 Less accumulated depreciation 6,521 6,869 ---------- --------- 3,518 3,986 Other assets 1,254 992 Goodwill, less accumulated amortization 180 193 ---------- --------- Total assets $ 23,803 $ 20,767 ========== ========= See notes to condensed consolidated financial statements
ACME UNITED CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS - continued (UNAUDITED) (all amounts in thousands, except per share data) June 30 December 31 2000 1999 ------------ -----------
LIABILITIES Current liabilities: Notes payable $ 587 $ 691 Accounts payable 3,465 2,763 Other accrued liabilities 2,804 3,154 Current portion of long term debt 4,121 2,032 ---------- --------- Total current liabilities 10,976 8,640 Long term debt, less current portion 5,125 5,012 Other 216 197 ---------- --------- Total liabilities 16,317 13,849 ---------- --------- STOCKHOLDERS' EQUITY Common stock, par value $2.50: Authorized 8,000,000 shares; issued 3,612,062 shares, including treasury stock 9,030 9,030 Additional paid-in capital 2,038 2,038 Retained-earnings deficit (1,578) (2,212) Accumulated other comprehensive loss-translation adjustment (1,356) (1,290) Treasury stock, at cost-105,007 shares (648) (648) ---------- --------- Total stockholders' equity 7,486 6,918 ---------- --------- Total liabilities and stockholders' equity $ 23,803 $ 20,767 ========== ========= See notes to condensed consolidated financial statements
ACME UNITED CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) (all amounts in thousands, except per share data) Three Months Ended Six Months Ended June 30 June 30 -------------------- -------------------- 2000 1999 2000 1999 -------- -------- -------- --------
Revenues: Net sales $10,201 $10,209 $18,242 $18,121 Other income (expense) (21) 87 (3) 264 -------- -------- -------- -------- Total revenues 10,180 10,296 18,239 18,385 -------- -------- -------- -------- Costs and expenses: Cost of goods sold 6,785 7,251 12,007 13,303 Selling, general and administrative expenses 2,737 2,633 5,160 4,868 Interest expense 234 248 440 606 -------- -------- -------- -------- Total expenses 9,756 10,132 17,608 18,777 -------- -------- -------- -------- Income (loss) from continuing operations before income taxes 424 164 631 (392) Income taxes 10 39 10 25 -------- -------- -------- -------- Income (loss) from continuing operations 414 125 621 (417) Discontinued operations: Gain on sale of discontinued operations - - - 2,101 Income from discontinued operations - - - 198 -------- -------- -------- -------- - - - 2,299 -------- -------- -------- -------- Net income 414 125 621 1,882 Other comprehensive expense - foreign currency translation (78) (7) (66) (78) -------- -------- -------- -------- Comprehensive income $ 336 $ 118 $ 555 $ 1,804 ======== ======== ======== ======== Basic earnings (loss) per share: Continuing operations $ 0.12 $ 0.04 $ 0.18 $ (0.12) Discontinued operations - - - 0.68 -------- -------- -------- -------- Net income $ 0.12 $ 0.04 $ 0.18 $ 0.56 ======== ======== ======== ======== Diluted earnings (loss) per share: Continuing operations $ 0.12 $ 0.04 $ 0.17 $ (0.12) Discontinued operations - - - 0.68 -------- -------- -------- -------- Net income $ 0.12 $ 0.04 $ 0.17 $ 0.56 ======== ======== ======== ======== Weighted average number of common shares outstanding- denominator used for basic per share computations 3,507 3,377 3,507 3,377 Weighted average number of dilutive stock options outstanding 83 - 54 - Denominator used for diluted per share computation 3,590 3,377 3,561 3,377 ======== ======== ======== ======== See notes to condensed consolidated financial statements
ACME UNITED CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (all amounts in thousands) Six Months Ended June 30 ------------------- 2000 1999 --------- ---------
Operating Activities: Net income $ 621 $ 1,882 Adjustments to reconcile net income to net cash used by operating activities: Gain on sale of discontinued operations - (2,101) Depreciation 342 346 Amortization 90 24 Loss on sale of property, plant, and equipment 12 - Changes in operating assets and liabilities: Accounts receivable (2,038) (1,881) Inventories (1,003) 313 Prepaid expenses and other current assets (293) (49) Other assets (262) (2) Accounts payable 702 300 Other accrued liabilities (350) (1,142) ---------- --------- Net cash used by operating activities (2,180) (2,610) ---------- --------- Investing Activities: Capital expenditures (223) (342) Proceeds from sale of property, plant, and equipment 233 - Proceeds from sale of medical division - 8,156 ---------- --------- Net cash provided by investing activities 10 7,814 ---------- --------- Financing Activities: Net proceeds (payments) on short term borrowing arrangements 2,769 (5,999) Borrowings of long term debt 325 2,500 Payments of long term debt (927) (1,763) Debt issuance costs (142) (27) ---------- --------- Net cash provided (used) by financing activities 2,026 (5,289) ---------- --------- Effect of exchange rate changes 65 78 ---------- --------- Net change in cash and cash equivalents (79) (7) Cash and cash equivalents at beginning of period 88 40 ---------- --------- Cash and cash equivalents at end of period $ 9 $ 33 ========== ========= See notes to condensed consolidated financial statements
Notes to CONDENSED CONSOLIDATED Financial Statements (Unaudited) Note 1 -- Basis of Presentation In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position, results of operations and cash flows. However, the financial statements do not include all of the disclosures normally required by generally accepted accounting principles 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, 1999 for such disclosures. The condensed consolidated balance sheet as of December 31, 1999 was derived from the audited consolidated balance sheet as of that date. The results of operations for the three and six months ended June 30, 2000 are not necessarily indicative of the results to be expected for the full year. The Company has reclassified certain prior periods amounts to conform to the current periods presentation. Note 2 -- Discontinued Operations On March 22, 1999 the Company sold its medical business including customer lists, inventory, and certain equipment for approximately $8,156,000 realizing a gain of $2,101,000. The condensed consolidated statement of operations for the six months ended June 30, 1999 relating to the medical business follows: Net sales $ 3,049,000 Costs and expenses 2,851,000 ----------- Income from operations $ 198,000 =========== Earnings per share $ 0.06 =========== Income taxes related to the medical business were not material. Note 3 -- Contingencies The Company has been involved in certain environmental matters. Additionally, the Company has been involved in numerous legal actions relating to the use of certain latex products, which the Company distributes, but does not manufacture. The Company is one of many defendants. The Company has been released from the majority of the lawsuits. While five lawsuits remain, they are still in preliminary stages and it has not been determined whether the Company's products were involved. Based on information available, the Company believes that there will not be a material adverse impact on financial position, results of operations, or liquidity, from environmental and product liabilities, either individually or in aggregate. Notes to CONDENSED CONSOLIDATED Financial Statements- continued (Unaudited) Note 4 -- Debt and Liquidity The Company has short-term lines of credit for its foreign subsidiaries which are renewable at various times throughout the remainder of 2000. The aggregate amount available under these lines is $1,029,000 of which $587,000 is outstanding at June 30, 2000. Long term debt consisted of the following: (all amounts in thousands) June 30 December 31 2000 1999 ------------ ----------- Notes payable: U.S. and Canada arrangements....... $ 8,444 $ 5,225 Other.............................. 802 1,819 ---------- ---------- 9,246 7,044 Less current portion 4,121 2,032 ---------- ---------- $ 5,125 $ 5,012 ========== ========== On January 19, 2000, the Company entered into a loan agreement (the Agreement) with a bank to refinance debt. Under the Agreement the Company may borrow up to $11,500,000 through January 19, 2003 (the maturity date) based on a formula which applies specific percentages to balances of accounts receivable and inventories. Throughout 2000, the Company expects to have a minimum of $4.4 million outstanding under this arrangement. Under the Agreement, the Company borrowed an additional $325,000 which is payable in monthly installments of $5,417, plus interest, from February 1, 2000 through November 1, 2002 and a final installment of $140,822, plus interest, due December 1, 2002. Amounts outstanding under the Agreement bear interest at varying rates as provided for in the Agreement. As of June 30, 2000, the North American operations had $1 million in excess availability under this agreement. On August 7, 2000 the Company entered into an interest rate swap with the bank effectively fixing the interest rate at 10.18% for $3.5 million of debt through the Agreement's maturity date. Under a separate loan agreement with another bank which was amended January 19, 2000, the Company will repay $500,000, principal amount, of outstanding debt at that date in monthly installments of $13,889, plus interest at the prime rate, as defined, plus 2.5%, from February 1, 2000 through January 1, 2003. The Company, among other things, is restricted with respect to dividends, additional borrowings, investments, mergers, distributions, and property and equipment acquisitions. Further, the Company is required to maintain specific amounts of tangible net worth, as defined, from January 19, 2000, and a specified debt service coverage ratio, as defined, and a fixed charge coverage ratio, as defined, from March 31, 2000. The Company was in compliance with all covenants as of June 30, 2000 and believes these financial covenants will be met for the remainder of the term of the loan. Cash expected to be generated from operating activities for the remainder of 2000, together with funds available under the Agreement, is expected, under current conditions, to be sufficient to finance the Company's planned operations in 2000. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the Six Months Ended June 30, 2000 Results of Operations Net Sales 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 business specific to the back-to-school season. Consolidated net sales for the quarter ended June 30, 2000 were $10,201,000 compared with $10,209,000 for 1999. Beginning in the first quarter of 2000, the Company is classifying outgoing freight expense as selling expense. Such expenses were previously classified as a component of net sales. Outgoing freight expense for the quarter ended June 30, 1999 of $396,000 have been reclassified to conform with the current period presentation. Net sales for the first six months of 2000 were $18,242,387 compared with $18,120,651 for 1999, a 1% increase. Domestic sales were down 1% in the second quarter of 2000 versus the same period in 1999, while up 2% for the first six months in the first half of 2000 compared to 1999. Strong sales to the office superstores and wholesalers were offset by a decline in the very price competitive bid business which resulted in reduced sales in this segment year over year. International sales were 2% above 1999 levels for the second quarter of 2000. Strong sales growth in England offset weakness in Canada and Germany. Continuation of a product rationalization program of low margin products was the main reason for the decline in Canada. For the first six months of 2000, international sales were 2% below 1999 levels. Gross Profit The gross profit for the second quarter of 2000 was $3,416,000 (33.5% of net sales) compared to $2,958,000 (29.0% of net sales) for the second quarter of 1999. The gross margin was 34.2% for the first six months of 2000 versus 26.6% in the same period of 1999. Resourcing of scissor products to Asia coupled with aggressive purchasing practices and improved manufacturing efficiencies in the USA were the main reasons for the improved gross margins. Selling, General and Administrative Expenses Selling, general and administrative ("SG&A") expenses for the second quarter of 2000 were $2,737,000 (26.8% of net sales) compared with $2,633,000 (25.8% of net sales) for the same period of 1999, an increase of $104,000. SG&A were 28.3% of net sales for the first six months of 2000 versus 26.9% in the same period of 1999. Income (Loss) Net income from continuing operations for the second quarter of 2000 is $414,000, or 12 cents per share (basic), 12 cents per share (diluted) compared to a net income of $125,000, or 4 cents per share (basic and diluted) for the same period of 1999. Net income from continuing operations for the first six months of 2000 was $621,000 versus a net loss of $417,000. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS-Continued For the Six Months Ended June 30, 2000 Financial Condition Liquidity and Capital Resources The Company's working capital, current ratio and long term debt to equity ratio follow: June 30, 2000 December 31, 1999 ------------------ ------------------ Working capital................... $7,875,000 $6,956,481 Current ratio..................... 1.72 to 1 1.81 to 1 Long term debt to equity ratio.... .68 .72 During the first six months of 2000, total debt increased by $2,202,000 compared to total debt at December 31, 1999 as a result of seasonal demand. On January 19, 2000, the Company entered into a loan agreement (the Agreement) with a bank to refinance debt. Under the Agreement the Company may borrow up to $11,500,000 through January 19, 2003 (the maturity date) based on a formula which applies specific percentages to balances of accounts receivable and inventories. Throughout 2000, the Company expects to have a minimum of $4.4 million outstanding under this arrangement. Under the Agreement, the Company borrowed an additional $325,000 which is payable in monthly installments of $5,417, plus interest, from February 1, 2000 through November 1, 2002 and a final installment of $140,822, plus interest, due December 1, 2002. Amounts outstanding under the Agreement bear interest at varying rates as provided for in the Agreement. As of June 30, 2000, the North American operations had $1 million in excess availability under this agreement. On August 7, 2000 the Company entered into an interest rate swap with the bank effectively fixing the interest rate at 10.18% for $3.5 million of debt through the Agreement's maturity date. Under a separate loan agreement with another bank which was amended January 19, 2000, the Company will repay $500,000, principal amount, of outstanding debt at that date in monthly installments of $13,889, plus interest at the prime rate, as defined, plus 2.5%, from February 1, 2000 through January 1, 2003. The Company, among other things, is restricted with respect to dividends, additional borrowings, investments, mergers, distributions, and property and equipment acquisitions. Further, the Company is required to maintain specific amounts of tangible net worth, as defined, from January 19, 2000, and a specified debt service coverage ratio, as defined, and a fixed charge coverage ratio, as defined, from March 31, 2000. The Company believes these financial covenants will be met. Capital expenditures for the next 12 months are not expected to be material and are expected to be financed by cash provided by investing activities and future operating activities. Safe Harbor for Forward-looking Statements 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 Company's plans and results of operations will be affected by the Company's ability to manage its growth and inventory; (iii) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission. PART II. OTHER INFORMATION Item 1 -- Legal Proceedings None. Item 2 -- Changes in Securities 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. Item 6 -- Exhibits and Reports on Form 8-K None. 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 President and Chief Executive Officer Dated: August 11, 2000 By /s/ RONALD P. DAVANZO ------------------------------ Ronald P. Davanzo Vice President and Chief Financial Officer Dated: August 11, 2000 EX-27 2 0002.txt
5 This schedule contains summary financial information extracted from the Condensed Consolidated Balance Sheet and Condensed Consolidated Statement of Operations and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS DEC-31-2000 JUN-30-2000 9 0 8,876 137 9,301 18,851 10,039 6,521 23,803 10,976 0 0 0 9,030 (1,544) 23,803 18,242 18,239 12,007 17,618 0 0 440 631 10 621 0 0 0 621 .18 .17
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