false 0000002098 0000002098 2022-03-01 2022-03-01

 

 

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): March 1, 2022

 

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.)

1 Waterview Drive, Shelton, Connecticut

 

06484

(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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $2.50 par value per share

 

ACU

 

NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 


 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On March 1, 2022, Acme United Corporation (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2021. 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 March 1, 2022.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


 

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: March 1, 2022

 

 

 

 

 

 

 

 

 

By

/s/  Paul G. Driscoll

 

 

Paul G. Driscoll

 

 

Vice President and

 

 

Chief Financial Officer

 

 

 

 

Dated: March 1, 2022

 

Ex 99.1

ACME UNITED CORPORATION            NEWS RELEASE

CONTACT:Paul G. DriscollAcme United Corporation1 Waterview Drive Shelton, CT 06484

Phone: (203) 254-6060

 

FOR IMMEDIATE RELEASE   March 1, 2022

 

 

ACME UNITED REPORTS 12% SALES INCREASE AND 14% NET INCOME INCREASE FOR FOURTH QUARTER OF 2021

 

SHELTON, CT – March 1, 2022 – Acme United Corporation (NYSE American: ACU) today announced that net sales for the quarter ended December 31, 2021 were $45.8 million compared to $40.9 million in the fourth quarter of 2020, an increase of 12%. Net sales for the year ended December 31, 2021 were $182.1 million, compared to $164.0 million in the year ended December 31, 2020, an increase of 11%.

 

Net income was $2,338,000 or $0.60 per diluted share for the quarter ended December 31, 2021 compared to $2,043,000, or $0.54 per diluted share, for the comparable period last year, an increase of 14% in net income and 11% in diluted earnings per share.  Excluding the impact of the PPP loan forgiveness, net income for the year ended December 31, 2021 was $10,148,000, or $2.57 per diluted share, compared to $8,099,000, or $2.31 per diluted share, in last year’s same period, increases of 25% and 11%, respectively. Net income for the year ended December 31, 2021, including the PPP loan forgiveness, was $13.7 million, or $3.45 per diluted share, increases of 69% and 49%, respectively.

 

Chairman and CEO Walter C. Johnsen said, “Acme United performed at record levels during 2021.  We delivered our 12th consecutive year of sales growth and generated the highest profits in the Company’s history. Our team effectively managed significant cost increases, labor shortages, and supply chain delays.  In 2021 we completed installation of a new warehouse management system in our largest distribution center and we expect the system to increase our operating efficiencies in 2022.  We also integrated the Med-Nap and First Aid Central acquisitions.

 

Mr. Johnsen added, “With on our operational improvements, our expanded first aid and medical product lines, and market share gains, we believe Acme United is positioned for

 

 


Ex 99.1

another outstanding year in 2022.”

 

For the fourth quarter of 2021, net sales in the U.S. segment increased 11% compared to the same period in 2020. For the year ended December 31, 2021, net sales in the U.S. segment increased 9% compared to the same period in 2020. The growth for both periods was primarily attributable to strong sales of first aid and medical products, and Westcott craft products.  

 

European net sales for the fourth quarter of 2021 increased 11% in U.S. dollars and 15% in local currency compared to the fourth quarter of 2020. Net sales for the year ended December 31, 2021 increased 19% in U.S. dollars and 15% in local currency compared to the year ended December 31, 2020.  The growth for both periods was mainly due to sales growth in the ecommerce channel across all product lines and market share gains in Westcott school and office products.

 

Net sales in Canada for the fourth quarter of 2021 increased 22% in U.S. dollars and 17% in local currency compared to the same period in 2020.  Net sales for the year ended December 31, 2021 increased 31% in U.S. dollars and 22% in local currency compared to the year ended December 31, 2020. The growth for both periods was primarily due to higher sales of first aid products.

 

Gross margin was 35.1% in the fourth quarter of 2021 versus 36.8% in the comparable period last year.  The decline in the quarter was primarily due to cost inflation pressures and higher transportation costs.  Price increases partially offset the cost increases.  Gross margin was 35.6% in the year ended December 31, 2021, compared to 36.3% for the same period of 2020.

 

The Company’s bank debt less cash on December 31, 2021 was $39.7 million compared to $41.3 million on December 31, 2020.  During the twelve-month period ended December 31, 2021, the Company distributed $1.8 million in dividends on its common stock, repurchased $1.5 million of common stock, and received forgiveness of its PPP loan of $3.5 million.  

 

 

 


Ex 99.1

 

Conference Call and Webcast Information

Acme United will hold a conference call to discuss its quarterly results, which will be broadcast on Tuesday, March 1, 2022, at 12:00 p.m. Eastern Time. To listen or participate in a question and answer session, dial 888-394-8218. International callers may dial 646-828-8193. The confirmation code is 8000932.  You may access the live webcast of the conference call through the Investor Relations section of the Company’s website, www.acmeunited.com. A replay may be accessed under Investor Relations, Audio Archives.

 

About Acme United

ACME UNITED CORPORATION is a leading worldwide supplier of innovative safety solutions and cutting technology to the school, home, office, hardware, sporting goods and industrial markets. Its leading brands include First Aid Only®, First Aid Central®, PhysiciansCare®, Pac-Kit®, Spill Magic®, Westcott®, Clauss®, Camillus®, Cuda®, DMT®, and Med-Nap. For more information, visit www.acmeunited.com.  

 

Forward Looking Statements

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 pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on our beliefs as well as assumptions made by and information currently available to us. When used in this document, words like “may,” “might,” “will,” “except,” “anticipate,” “believe,” “potential,” and similar expressions are intended to identify forward-looking statements. Actual results could differ materially from our current expectations.

 

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 that may impact the Company’s business, operations and financial results, including those risks and uncertainties resulting from the global COVID-19 pandemic, future waves of COVID-19, including through the Delta and Omicron variants and any new variant strains of the underlying virus; any future pandemics;

 

 


Ex 99.1

the continuing effectiveness, global availability, and public acceptance of existing vaccines; the effectiveness, availability, and public acceptance of vaccines against variant strains of potential new viruses; and the heightened impact the pandemic has on many of the risks described herein, including, without limitation, risks relating to disruptions in our supply chain, and labor shortages, any of which could materially adversely impact the Company’s ability to manufacture, source or distribute its products, both domestically and internationally.

 

These risks and uncertainties further include, 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, whether caused by COVID-19 or otherwise, including the impact on the Company’s suppliers and customers; (iii) additional disruptions in the Company’s supply chains, whether caused by COVID-19 or otherwise; (iv) labor shortages and related costs the Company may incur, including costs of acquiring and training new employees; (v) the impact of rising inflation rates; (vi) the Company’s ability to effectively manage its inventory in a rapidly changing business environment, including the additional inventory it acquired in 2020 and 2021 in anticipation of supply chain disruptions and uncertainties; (vii) changes in client needs and consumer spending habits; (viii) the impact of competition; (ix) the impact of technological changes including, specifically, the growth of online marketing and sales activity; (x) the Company’s ability to manage its growth effectively, including its ability to successfully integrate any business it might acquire; (xi) rising wages and benefits; ( (xii) currency fluctuations; (xiii) international trade policies and their impact on demand for our products and our competitive position, including the imposition of new tariffs or changes in existing tariff rates; and (xiv) other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.

 

#    #    #

 

 

 

 

 


Ex 99.1

 

 

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

YEAR END REPORT 2021

 

(Unaudited)

 

 

 

Three Months Ended

 

 

Three Months Ended

 

Amounts in 000's except per share data

 

December 31, 2021

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

45,793

 

$

40,871

 

Cost of goods sold

 

29,737

 

 

25,824

 

Gross profit

 

16,056

 

 

15,047

 

Selling, general, and administrative expenses

 

12,999

 

 

12,151

 

Operating income

 

3,057

 

 

2,896

 

Interest expense

 

(240)

 

 

(203)

 

Interest income

 

3

 

 

8

 

Interest expense, net

 

(237)

 

 

(195)

 

Other  income (expense) , net

 

18

 

 

(667)

 

Total other income (expense)  , net

 

18

 

 

(667)

 

Income before income tax expense

 

2,838

 

 

2,034

 

Income tax expense (benefit)

 

500

 

 

(9)

 

Net income

$

2,338

 

$

2,043

 

 

 

 

 

 

 

 

Shares outstanding - Basic

 

3,550

 

 

3,340

 

Shares outstanding - Diluted

 

3,915

 

 

3,753

 

 

 

 

 

 

 

 

Earnings per share - Basic

$

0.66

 

$

0.61

 

Earnings per share - Diluted

 

0.60

 

 

0.54

 

 

 

 


Ex 99.1

 

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

YEAR END REPORT 2021 (cont.)

(Unaudited)

 

 

 

Year Ended

 

 

Year Ended

 

Amounts in 000's except per share data

 

December 31, 2021

 

 

December 31, 2020

 

 

 

 

 

 

 

 

Net sales

$

182,088

 

$

164,003

 

Cost of goods sold

 

117,287

 

 

104,408

 

Gross profit

 

64,801

 

 

59,595

 

Selling, general, and administrative expenses

 

52,030

 

 

48,182

 

Operating income

 

12,771

 

 

11,413

 

Interest expense

 

(922)

 

 

(944)

 

Interest income

 

14

 

 

25

 

Interest expense, net

 

(908)

 

 

(919)

 

PPP loan forgiveness

 

3,508

 

 

-

 

Other expense, net

 

(196)

 

 

(667)

 

Total other income (expense), net

 

3,312

 

 

(667)

 

Income before income tax expense

 

15,175

 

 

9,827

 

Income tax expense

 

1,519

 

 

1,728

 

Net income

$

13,656

 

$

8,099

 

 

 

 

 

 

 

 

Shares outstanding - Basic

 

3,471

 

 

3,343

 

Shares outstanding - Diluted

 

3,955

 

 

3,509

 

 

 

 

 

 

 

 

Earnings per share - Basic

$

3.93

 

$

2.42

 

Earnings per share - Diluted

 

3.45

 

 

2.31

 

 

 

 

 

 

 

 

Reconciliation to reported net income (GAAP)

 

 

 

 

 

 

Net income as reported (GAAP)

 

13,656

 

 

8,099

 

PPP loan forgiveness

 

(3,508)

 

 

-

 

Net income as adjusted

 

10,148

 

 

8,099

 

Earnings per share before PPP loan forgiveness - Basic

$

2.92

 

$

2.42

 

Earnings per share before PPP loan forgiveness - Diluted

 

2.57

 

 

2.31

 

 

 

 


Ex 99.1

 

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

YEAR END REPORT 2021

(Unaudited)

 

Amounts in 000's

 

December 31, 2021

 

 

December 31, 2020

 

 

 

 

 

 

Assets:

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

4,843

 

$

4,167

Accounts receivable, net

 

34,221

 

 

27,173

Inventories

 

53,552

 

 

50,704

Prepaid expenses and other current assets

 

2,635

 

 

1,642

Total current assets

 

95,251

 

 

83,686

 

 

 

 

 

 

Property, plant and equipment, net

 

24,027

 

 

20,239

Operating lease right of use asset

 

3,130

 

 

2,422

Intangible assets, less accumulated amortization

 

17,231

 

 

18,720

Goodwill

 

4,800

 

 

4,800

Total assets

$

144,439

 

$

129,867

 

 

 

 

 

 

Liabilities and stockholders' equity:

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

8,977

 

$

7,601

Operating lease liability - short term

 

1,000

 

 

873

Mortgage payable - short term

 

389

 

 

267

Other accrued liabilities

 

9,880

 

 

11,460

Total current liabilities

 

20,246

 

 

20,201

Long term debt

 

33,037

 

 

38,767

Note payable - PPP loan

 

-

 

 

3,508

Mortgage payable - long term

 

11,081

 

 

2,911

Operating lease liability - long term

 

2,364

 

 

1,654

Long term debt

 

629

 

 

110

Total liabilities

 

67,357

 

 

67,151

Total stockholders' equity

 

77,082

 

 

62,716

Total liabilities and stockholders' equity

$

144,439

 

$

129,867