-----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, VnwQoAzZsCjJi5Ce/mkeNCudEK7Z+iEgpeeyiShxU9ZRc5u1bURVTNLsG8B7XY/Y hMdEPy4cDdFwzGYrOYysFg== 0001026608-06-000150.txt : 20061024 0001026608-06-000150.hdr.sgml : 20061024 20061024102602 ACCESSION NUMBER: 0001026608-06-000150 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061024 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061024 DATE AS OF CHANGE: 20061024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACME UNITED CORP CENTRAL INDEX KEY: 0000002098 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 060236700 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07698 FILM NUMBER: 061159204 BUSINESS ADDRESS: STREET 1: 60 ROUND HILL ROAD CITY: FAIRFIELD STATE: CT ZIP: 06824 BUSINESS PHONE: 203-254-6060 MAIL ADDRESS: STREET 1: 60 ROUND HILL ROAD CITY: FAIRFIELD STATE: CT ZIP: 06824 FORMER COMPANY: FORMER CONFORMED NAME: ACME SHEAR CO DATE OF NAME CHANGE: 19710713 8-K 1 acme_8k102406.txt FORM 8-K ================================================================================ 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 24, 2006 ACME UNITED CORPORATION (Exact name of registrant as specified in its charter) ------------------ Connecticut 001-07698 06-0236700 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) file number) 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 October 24, 2006, Acme United Corporation (the "Company") issued a press release announcing its financial results for the three and nine months ended September 30, 2006. 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 24, 2006. 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 President and Chief Executive Officer Dated: October 24, 2006 By /s/ PAUL G. DRISCOLL ------------------------------ Paul G. Driscoll Vice President and Chief Financial Officer Dated: October 24, 2006 EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99.1 Press release dated October 24, 2006. EX-99 2 acme_8k102406ex991.txt EXHIBIT 99.1 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 October 24, 2006 --------------------------------------- ACME UNITED CORPORATION REPORTS 16% NET SALES INCREASE FOR THE THIRD QUARTER FAIRFIELD, CONN. - October 24, 2006 - Acme United Corporation (AMEX:ACU) today announced that net sales for the quarter ended September 30, 2006 were $15.5 million compared to $13.4 million in the same period in 2005, an increase of 16% . Net sales for the nine months ended September 30, 2006 were $44.8 million compared to $38.9 million in the same period in 2005, an increase of 15% (14% at constant currency). Net income was $1,225,000 or $.33 per diluted share for the third quarter ended September 30, 2006 compared to $200,000 or $.05 per diluted share for the comparable period last year. Excluding a non-recurring pre-tax charge of $1.5 million in the third quarter of 2005 relating to the demolition of a former manufacturing site, net income for that period would have been $1,130,000 or $.29 per diluted share, representing an increase in 2006 of 8% in net income (+14% per diluted share). Net income for the nine months ended September 30, 2006 was $3,490,000, or $.94 per diluted share compared to $2,164,000, or $.57 per diluted share in the comparable period last year. Excluding the non-recurring charge in the third quarter 2005, net income would have been $3,094,000 or $.81 per diluted share representing an increase in 2006 of 13% in net income (+16% per diluted share). Non-GAAP, or pro forma results, are presented to provide an opportunity to make meaningful comparisons to results in prior periods. Net sales for the nine months ended September 30, 2006 in the U.S. segment increased 15% as a result of new products, expansion into the pencil sharpener category and market share gains. Sales in Europe and Canada increased by 17% in U.S. dollars and 11% in local currency. Gross margins were 42.6% in the third quarter of 2006 versus 46.0% in the comparable period last year. For the first nine months of 2006 gross margins were 43.8% compared to 45.7% in the same period in 2005. The gross margin declines were due to higher sales of items in the highly competitive back to school market, as well as the introduction of new private label programs in the U.S. and Europe. (1) Walter C. Johnsen, President and CEO, said, "We continue to see the results of new product innovation and attention to customer needs. Our iPoint electronic pencil sharpeners have been very well received, and the award winning Teacher's Choice scissors were among our best sellers during back to school. Acme's patented titanium kitchen shears are demonstrating strong sell through at major retailers throughout the United States. We look forward to introducing additional new cutting, measuring, and safety items this fall." The Company's bank debt less cash on September 30, 2006 was $9.3 million compared to $6.1 million on September 30, 2005. The increase in bank debt during the twelve month period was primarily due to the purchase of additional inventory of $3.9 million, increased accounts receivables of $3.4 million resulting from back to school favorable terms, the demolition of a former manufacturing site for $1.5 million partially offset by earnings. ACME UNITED CORPORATION is a specialized supplier of cutting devices, measuring instruments, and safety products for school, home, office and industrial use. 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 (iii) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission. # # # (2) ACME UNITED CORPORATION CONSOLIDATED STATEMENT OF INCOME THIRD QUARTER REPORT 2006
Quarter Ended Quarter Ended September 30, 2006 September 30, 2005 Amounts in $000's except per share data (Unaudited) (Unaudited) - --------------------------------------------------------------------------------------------------- Net sales $ 15,532 $ 13,400 Gross profit 6,624 6,166 Selling, general, and administrative expenses 4,506 4,159 Non-recurring charge - 1,500 Other (income) expense (35) 86 Interest expense 207 83 Pre-tax income 1,946 338 Income tax expense 721 138 Net income 1,225 200 Earnings per diluted share 0.33 0.05 Reconciliation to reported net income (GAAP) Pre-tax income as reported (GAAP) 1,946 338 Non-recurring charge - 1,500 Pre-tax income as adjusted 1,946 1,838 Income tax expense as adjusted 721 708 Net income as adjusted 1,225 1,130 Earnings per diluted share before non-recurring charge 0.33 0.29
(3) ACME UNITED CORPORATION CONSOLIDATED STATEMENT OF INCOME THIRD QUARTER REPORT 2006
Nine Months Ended Nine Months Ended September 30, 2006 September 30, 2005 Amounts in $000's except per share data (Unaudited) (Unaudited) - --------------------------------------------------------------------------------------------------- Net sales $ 44,774 $ 38,887 Gross profit 19,604 17,758 Selling, general, and administrative expenses 13,760 12,455 Non-recurring charge (149) 232 Other (income) expense - 1,500 Interest expense 462 139 Pre-tax income 5,531 3,432 Income tax expense 2,041 1,268 Net income 3,490 2,164 Earnings per diluted share 0.94 0.57 Reconciliation to reported net income (GAAP) Pre-tax income as reported (GAAP) 5,531 3,432 Non-recurring charge - 1,500 Pre-tax income as adjusted 5,531 4,932 Income tax expense as adjusted 2,041 1,838 Net income as adjusted 3,490 3,094 Earnings per diluted share before non-recurring charge 0.94 0.81
(4) ACME UNITED CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET THIRD QUARTER REPORT 2006 (Unaudited)
Amounts in $000's September 30, 2006 September 30, 2005 - ----------------------------------------------------------------------------------------------- Assets: Current assets: Cash $ 2,854 $ 518 Accounts receivable, net 14,896 11,491 Inventories 15,645 11,699 Prepaid and other current assets 1,105 1,007 ------------------------------------------------- Total current assets 34,500 24,715 Property and equipment, net 2,591 2,759 Other assets 1,633 847 ------------------------------------------------- Total assets $ 38,724 $ 28,321 ================================================= Liabilities and stockholders' equity: Current liabilities Accounts payable 3,641 1,918 Other current liabilities 4,137 5,285 ------------------------------------------------- Total current liabilities 7,778 7,203 Long-term debt 12,124 6,587 Other non current liabilities 1,110 551 ------------------------------------------------- 21,012 14,341 Total stockholders' equity 17,712 13,980 ------------------------------------------------- Total liabilities and stockholders' equity $ 38,724 $ 28,321 =================================================
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