UNITED STATES

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, 2017

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 001-07698

ACME UNITED CORPORATION

(Exact name of registrant as specified in its charter)

__________________

CONNECTICUT 06-0236700
(State or other jurisdiction of incorporation or organization) (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

 

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  [_]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  [X]     No  [_]

 

 1 
 

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer [_]     Accelerated filer [_]     Non-accelerated filer [_]     Smaller reporting company [X]

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. [_]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  [_]     No  [X]

 

As of August 1, 2017 the registrant had outstanding 3,371,953 shares of its $2.50 par value Common Stock.

 

 2 
 

ACME UNITED CORPORATION

INDEX

    Page
   
Part I — FINANCIAL INFORMATION  
Item 1. Financial Statements (Unaudited)  
 

Condensed Consolidated Balance Sheets at June 30, 2017 and December 31, 2016

 4
 

Condensed Consolidated Statements of Operations for the Three and Six Months Ended
June 30, 2017 and 2016

 6
 

Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2017 and 2016

 7
 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended

June 30, 2017 and 2016

 8
  Notes to Condensed Consolidated Financial Statements 9
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations 14
Item 3.  Quantitative and Qualitative Disclosures about Market Risk 17
Item 4.  Controls and Procedures 17
     
Part II — OTHER INFORMATION  
Item 1.    Legal Proceedings 18
Item 1A.  Risk Factors 18
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds 18
Item 3.    Defaults Upon Senior Securities 18
Item 4.    Mine Safety Disclosures 18
Item 5.    Other Information 18
Item 6.   Exhibits 18
Signatures 19

 

 3 
 

 

Part I - FINANCIAL INFORMATION

 

Item 1: Financial Statements

 

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(all amounts in thousands)

       

 

   June 30,  December 31,
   2017  2016
   (unaudited)  (Note 1)
           
ASSETS          
Current assets:          
  Cash and cash equivalents  $5,674   $5,911 
  Accounts receivable, less allowance   32,616    20,021 
  Inventories:          
     Finished goods   29,936    33,972 
     Work in process   178    188 
     Raw materials and supplies   5,524    3,078 
    35,638    37,238 
  Prepaid expenses and other current assets   2,417    2,293 
          Total current assets   76,345    65,463 
Property, plant and equipment:          
  Land   422    413 
  Buildings   6,100    5,669 
  Machinery and equipment   15,050    13,428 
    21,572    19,510 
  Less accumulated depreciation   12,495    11,537 
    9,077    7,973 
           
Goodwill   3,948    3,948 
Intangible assets, less accumulated amortization   19,227    13,988 
Other assets   765    694 
            Total assets  $109,362   $92,066 

 

See Notes to Condensed Consolidated Financial Statements

 

 4 
 

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

(all amounts in thousands, except share amounts)

       

 

   June 30,  December 31,
   2017  2016
   (unaudited)  (Note 1)
           
LIABILITIES          
Current liabilities:          
  Accounts payable  $7,498   $7,339 
  Other accrued liabilities   5,215    5,481 
      Total current liabilities   12,713    12,820 
  Long-term debt   46,956    32,936 
  Other non-current liabilities   345    190 
       Total liabilities   60,014    45,946 
           
Commitments and Contingencies          
           
STOCKHOLDERS' EQUITY          
  Common stock, par value $2.50:          
    authorized 8,000,000 shares;          
    issued - 4,835,963 shares in 2017 and 4,788,965 in 2016,          
    including treasury stock   12,089    11,972 
  Additional paid-in capital   8,509    8,493 
  Retained earnings   44,662    41,861 
  Treasury stock, at cost - 1,464,010 shares in 2017 and 2016   (13,870)   (13,870)
  Accumulated other comprehensive loss:          
Minimum pension liability   (664)   (664)
    Translation adjustment   (1,378)   (1,672)
    (2,042)   (2,336)
      Total stockholders’ equity   49,348    46,120 
      Total liabilities and stockholders’ equity  $109,362   $92,066 

 

See Notes to Condensed Consolidated Financial Statements

 

 5 
 

 

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(all amounts in thousands, except per share amounts)

               

 

   Three Months Ended  Six Months Ended
   June 30,  June 30,
   2017  2016  2017  2016
Net sales  $38,849   $40,997   $66,595   $66,285 
Cost of goods sold   24,366    26,303    41,548    42,406 
                     
Gross profit   14,483    14,694    25,047    23,879 
                     
Selling, general and administrative expenses   10,594    10,054    19,966    18,284 
Operating income   3,889    4,640    5,081    5,595 
                     
Non-operating items:                    
  Interest expense, net   321    211    583    395 
  Other (income) expense, net   (51)   11    (60)   (27)
Total other expense, net   270    222    523    368 
Income before income taxes   3,619    4,418    4,558    5,227 
Income tax expense   773    1,151    1,052    1,395 
Net income  $2,846   $3,267   $3,506   $3,832 
                     
Basic earnings per share  $0.85   $0.98   $1.05   $1.15 
                     
Diluted earnings per share  $0.75   $0.91   $0.94   $1.08 
                     
Weighted average number of common shares outstanding-                    
  denominator used for basic per share computations   3,353    3,323    3,342    3,331 
Weighted average number of dilutive stock options                    
  outstanding   427    260    402    229 
Denominator used for diluted per share computations   3,780    3,583    3,744    3,560 
                     
Dividends declared per share  $0.11   $0.10   $0.21   $0.20 

 

See Notes to Condensed Consolidated Financial Statements

 

 6 
 

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(all amounts in thousands)

               

 

   Three Months Ended  Six Months Ended
   June 30,  June 30,
   2017  2016  2017  2016
             
Net income  $2,846   $3,267   $3,506   $3,832 
Other comprehensive income (loss):                    
  Foreign currency translation   209    (58)   294    194 
Comprehensive income  $3,055   $3,209   $3,800   $4,026 

 

See Notes to Condensed Consolidated Financial Statements

 

 7 
 

 ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(all amounts in thousands)

 

   Six Months Ended
   June 30,
   2017  2016
Cash flows from operating activities:          
  Net income  $3,506   $3,832 
  Adjustments to reconcile net income          
      to net cash used by operating activities:          
        Depreciation   811    717 
        Amortization   575    455 
        Stock compensation expense   237    184 
        Changes in operating assets and liabilities:          
          Accounts receivable   (11,840)   (13,898)
          Inventories   2,347    (2,432)
          Prepaid expenses and other assets   (107)   (329)
          Accounts payable   141    4,856 
          Other accrued liabilities   (329)   993 
          Total adjustments   (8,165)   (9,454)
        Net cash used by operating activities   (4,659)   (5,622)
           
Cash flows from investing activities:          
  Purchase of property, plant and equipment   (1,600)   (752)
  Purchase of patents and trademarks   —      (29)
  Acquisition of businesses   (7,233)   (6,971)
        Net cash used by investing activities   (8,833)   (7,752)
           
Cash flows from financing activities:          
  Net borrowings of long-term debt   14,010    14,908 
  Cash settlement of stock options   (732)   (681)
  Proceeds from issuance of common stock   628    390 
  Distributions to stockholders   (666)   (668)
  Purchase of treasury stock   —      (907)
        Net cash provided by financing activities   13,240    13,042 
           
Effect of exchange rate changes on cash and cash equivalents   15    (7)
Net decrease in cash and cash equivalents   (237)   (339)
           
Cash and cash equivalents at beginning of period   5,911    2,426 
           
Cash and cash equivalents at end of period  $5,674   $2,087 
           
Supplemental cash flow information:          
          Cash paid for income taxes  $175   $531 
          Cash paid for interest  $550   $372 

 

See Notes to Condensed Consolidated Financial Statements

 

 8 
 

 

ACME UNITED CORPORATION

Notes to CONDENSED CONSOLIDATED Financial Statements

(UNAUDITED)

1. Basis of Presentation

 

In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments necessary to present fairly the financial position, results of operations and cash flows of Acme United Corporation (the “Company”). These adjustments are of a normal, recurring nature. However, the financial statements do not include all of the disclosures normally required by accounting principles generally accepted in the United States of America 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, 2016 for such disclosures. The condensed consolidated balance sheet as of December 31, 2016 was derived from the audited consolidated balance sheet as of that date. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in the Company’s 2016 Annual Report on Form 10-K.

 

The Company has evaluated events and transactions subsequent to June 30, 2017 and through the date these condensed consolidated financial statements were included in this Form 10-Q and filed with the SEC.

 

Recently Adopted and Issued Accounting Standards

 

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new amendments, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. We adopted this guidance prospectively at the beginning of first quarter 2017.

 

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The new guidance clarifies the definition of a business in order to allow for the evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The new guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect that ASU 2017-01 will have a material impact on our financial statements.

 

In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-09 to improve the accounting for employee share-based payments. This standard simplifies several aspects of the accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows, as part of FASB’s simplification initiative to reduce cost and complexity in accounting standards while maintaining or improving the usefulness of the information provided to the users of financial statements. The new standard was effective for the Company beginning on January 1, 2017. The adoption of the new standard resulted in the recognition of excess tax benefits in the amount of approximately $350,000 in our provision for income taxes within the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2017, rather than additional paid-in capital. Additionally, our Condensed Consolidated Statement of Cash Flows now present excess tax benefits as an operating activity included in Other accrued liabilities, adjusted prospectively.

 

 9 
 

In February 2016, the FASB issued guidance that will change the requirements for accounting for leases. The principal change under the new accounting guidance is that lessees under leases classified as operating leases will recognize a right-of-use asset and a lease liability. Current lease accounting does not require lessees to recognize assets and liabilities arising under operating leases on the balance sheet. Under the new guidance, lessees (including lessees under leases classified as finance leases and operating leases) will recognize a right-to-use asset and a lease liability on the balance sheet, initially measured as the present value of lease payments under the lease. Expense recognition and cash flow presentation guidance will be based upon whether the lease is classified as an operating lease or a finance lease (the classification criteria for distinguishing between finance leases and operating leases is substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current guidance). The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition approach for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements; the guidance provides certain practical expedients. The Company will evaluate this guidance to determine its impact on the Company’s results of operations, cash flows and financial position.

 

2. Contingencies

 

The Company is involved from time to time in disputes and other litigation in the ordinary course of business and may encounter other contingencies, which may include environmental and other matters. There are no pending material legal proceedings to which the registrant is a party, or, to the actual knowledge of the Company, contemplated by any governmental authority.

 

In 2014, the Company sold its Fremont, NC distribution facility for $850,000 in cash. Under the terms of the sale agreement, the Company is responsible to remediate any environmental contamination on the property. In conjunction with the sale of the property, the Company recorded a liability of $300,000 in the second quarter of 2014, related to the remediation of the property. The accrual includes the total estimated costs of remedial activities and post-remediation monitoring costs.

 

Remediation work on the project was completed in 2015. The monitoring period is expected to be completed by the end of 2020.

 

The change in the accrual for environmental remediation for the six months ended June 30, 2017 follows (in thousands):

 

   Balance at
December 31, 2016		    Payments  Balance at
June 30, 2017
Fremont, NC  $57   $(9)   $48 

 

3. Pension

 

Components of net periodic benefit cost (income) are as follows (in thousands):

 

   Three Months Ended June 30,  Six Months Ended June 30,
   2017  2016  2017  2016
             
Components of Net Periodic Benefit Cost:         
Interest cost  $14   $14   $28   $28 
Service cost   9    9    18    18 
Expected return on plan assets   (20)   (19)   (40)   (38)
Amortization of prior service costs   2    —      4    —   
Amortization of actuarial loss   26    31    52    62 
   $31   $35   $62   $70 

 

 10 
 

The Company’s funding policy with respect to its qualified plan is to contribute at least the minimum amount required by applicable laws and regulations. In 2017, the Company is not required to contribute to the plan. As of June 30, 2017, the Company had not made any contributions to the plan in 2017.

 

4. Debt and Shareholders’ Equity

On January 27, 2017, the Company amended its revolving credit loan agreement with HSBC Bank, N.A. on a temporary basis in order to provide for the funding of the Company’s acquisition of the assets of Spill Magic, Inc. as described in Note 8 below. The amended facility provides for an increase in borrowings from $50 million to $55 million for the period commencing on April 1, 2017 and ending on September 30, 2017. Commencing October 1, 2017, the maximum amount outstanding at any time under the facility will return to $50 million. The interest rate on borrowings remains unchanged at a rate of LIBOR plus 2.0%. The Company must pay a facility fee, payable quarterly, in an amount equal to two tenths of one percent (.20%) per annum of the average daily unused portion of the revolving credit line. In addition, the amendment modified the debt to net worth ratio covenant applicable during the same six month period. All principal amounts outstanding under the agreement are required to be repaid in a single amount on May 6, 2019, the date the agreement expires; interest is payable monthly. Funds borrowed under the agreement may be used for working capital, acquisitions, general operating expenses, share repurchases and certain other purposes. Under the revolving loan agreement, the Company is required to maintain specific amounts of tangible net worth, a specified debt to net worth ratio and a fixed charge coverage ratio and must have annual net income greater than $0, measured as of the end of each fiscal year. At June 30, 2017, the Company was in compliance with the covenants then in effect under the loan agreement.

 

As of June 30, 2017 and December 31, 2016, the Company had outstanding borrowings of $46,956,000 and $32,936,000, respectively, under the Company’s revolving loan agreement with HSBC.

 

During the three months ended June 30, 2017, the Company issued a total of 34,498 shares of common stock and received aggregate proceeds of $442,366 upon exercise of employee stock options. During the six months ended June 30, 2017, the Company issued a total of 46,998 shares of common stock and received aggregate proceeds of $627,941 upon exercise of employee stock options. Also during the three and six months ended June 30, 2017, the Company paid approximately $500,773 and $731,893, respectively, to optionees who elected a net cash settlement of their respective options.

 

5. Segment Information

 

The Company reports financial information based on the organizational structure used by the Company’s chief operating decision makers for making operating and investment decisions and for assessing performance. The Company’s reportable business segments consist of: (1) United States; (2) Canada; and (3) Europe. As described below, the activities of the Company’s Asian operations are closely linked to those of the U.S. operations; accordingly, the Company’s chief operating decision makers review the financial results of both on a consolidated basis, and the results of the Asian operations have been aggregated with the results of the United States operations to form one reportable segment called the “United States segment” or “U.S. segment”. Each reportable segment derives its revenue from the sales of cutting devices, measuring instruments and safety products for school, office, home, hardware, sporting and industrial use.

 

Domestic sales orders are filled primarily from the Company’s distribution centers in North Carolina, Washington and Massachusetts. The Company is responsible for the costs of shipping, insurance, customs clearance, duties, storage and distribution related to such products. Orders filled from the Company’s inventory are generally for less than container-sized lots.

 

Direct import sales are products sold by the Company’s Asian subsidiary, directly to major U.S. retailers, who take ownership of the products in Asia. These sales are completed by delivering product to the customers’ common carriers at the shipping points in Asia. Direct import sales are made in larger quantities than domestic sales, typically full containers. Direct import sales represented approximately 17% and 13% of the Company’s total net sales for the three and six months ended June 30, 2017 compared to 25% and 20% for the comparable periods in 2016.

 

The chief operating decision maker evaluates the performance of each operating segment based on segment revenues and operating income. Segment amounts are presented after converting to U.S. dollars and consolidating eliminations.

 

 11 
 

The following table sets forth certain financial data by segment for the three and six months ended June 30, 2017 and 2016:

 

Financial data by segment:

 

(in thousands)

   Three months ended
June 30,		  Six months ended   
June 30,		  
Sales to external customers:  2017  2016  2017  2016
United States  $34,140   $36,296   $58,615   $58,821 
Canada   2,503    2,646    3,895    4,039 
Europe   2,206    2,055    4,085    3,425 
Consolidated  $38,849   $40,997   $66,595   $66,285 
                     
Operating income (loss):                    
United States  $3,267   $4,246   $4,375   $5,191 
Canada   503    377    535    410 
Europe   119    17    171    (6)
Consolidated  $3,889   $4,640   $5,081   $5,595 
                     
Interest expense, net   321    211    583    395 
Other (income) expense, net   (51)   11    (60)   (27)
Consolidated income before income taxes  $3,619   $4,418   $4,558   $5,227 

 

Assets by segment:

( in thousands )      

   June 30,  December 31,
   2017  2016
United States  $99,945   $84,104 
Canada   4,806    3,882 
Europe   4,611    4,080 
Consolidated  $109,362   $92,066 

 

6. Stock Based Compensation

 

The Company recognizes share-based compensation at the fair value of the equity instrument on the grant date. Compensation expense is recognized over the required service period. Share-based compensation expenses were $121,717 and $81,338 for the three months ended June 30, 2017 and 2016, respectively. Share-based compensation expenses were $236,717 and $183,535 for the six months ended June 30, 2017 and 2016, respectively.

 

As of June 30, 2017, there was a total of $1,132,951 of unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested share–based payments granted to the Company’s employees. As of that date, the remaining unamortized expense is expected to be recognized over a weighted average period of approximately three years.

 

7. Fair Value Measurements

 

The carrying value of the Company’s bank debt approximates fair value. Fair value was determined using a discounted cash flow analysis.

 

8. Business Combination

 

(a) Acquisition of the assets of Spill Magic, Inc.

  

On February 1, 2017, the Company purchased the assets of Spill Magic, Inc., located in Santa Ana, CA and Smyrna, TN for $7.2 million in cash. The Spill Magic products are leaders in absorbents that encapsulate spills into dry powders that can be safely disposed. Many large retail chains use its products to remove liquids from broken glass containers, oil and gas spills, bodily fluids and solvents.

 

 12 
 

The purchase price was allocated to assets acquired as follows (in thousands):

 

Assets:     
Accounts receivable  $684 
Inventory   453 
Equipment   296 
Intangible assets   5,800 
Total assets  $7,233 

  

Management’s assessment of the valuation of intangible assets is preliminary and finalization of the Company’s purchase price accounting assessment may result in changes to the valuation of the identified intangible assets. The Company will finalize the purchase price allocation within the required measurement period in accordance with Accounting Standards Codification Topic 805 “Business Combinations”.

 

Assuming Spill Magic assets were acquired on January 1, 2017, unaudited pro forma combined net sales for the six months ended June 30, 2017 for the Company would have been approximately $67.0 million. Unaudited pro forma combined net income for the six months ended June 30, 2017 for the Company would have been approximately $3.6 million.

 

Net sales for the three and six months ended June 30, 2017 attributable to Spill Magic products were approximately $1.8 million and $3.0 million, respectively. Net income for the three and six months ended June 30, 2017 attributable to Spill Magic products was approximately $0.2 million and $0.3 million, respectively.

 

Assuming Spill Magic assets were acquired on January 1, 2016, unaudited proforma combined net sales for the three and six months ended June 30, 2016, for the Company would have been approximately $42.8 million and $69.6 million, respectively. Unaudited proforma combined net income for the three and six months ended June 30, 2016 for the Company would have been approximately $3.6 million and $4.3 million, respectively.

 

(b) Acquisition of the assets of Vogel Capital, Inc.

 

On February 1, 2016, the Company acquired the assets of Vogel Capital, Inc., d/b/a Diamond Machining Technology (“DMT”) based in Marlborough, MA for $6.97 million in cash. The DMT products are leaders in sharpening tools for knives, scissors, chisels, and other cutting tools. The DMT products use finely dispersed diamonds on the surfaces of sharpeners. The acquired assets include over 50 patents and trademarks.

 

The purchase price was allocated to assets acquired and liabilities assumed as follows (in thousands):

 

Assets:     
Accounts receivable  $1,145 
Inventory   280 
Equipment   262 
Prepaid expenses   176 
Intangible assets   5,481 
Total assets  $7,344 

 

Liabilities     
Accounts payable  $192 
Accrued expense   181 
Total liabilities  $373 

  

Assuming the assets of DMT were acquired on January 1, 2016, unaudited pro forma combined net sales for the six months ended June 30, 2016 for the Company would have been approximately $66.9 million. Unaudited pro forma combined net income for the six months ended June 30, 2016 for the Company would have been approximately $3.9 million.

 

 13 
 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Information

 

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 by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

 

These forward-looking statements include statements of the Company’s plans, objectives, expectations, estimates and intentions, which are subject to change based on various important factors (some of which are beyond the Company’s control). The following factors, in addition to others not listed, could cause the Company’s actual results to differ materially from those expressed in forward looking statements: the strength of the domestic and local economies in which the Company conducts operations, the impact of uncertainties in global economic conditions, changes in client needs and consumer spending habits, the impact of competition and technological change on the Company, the impact of any loss of a major customer, whether through consolidation or otherwise, the Company’s ability to manage its growth effectively, including its ability to successfully integrate any business or assets which it might acquire, currency fluctuations and potential increases in the cost of borrowings resulting from rising interest rates. For a more detailed discussion of these and other factors affecting us, see the Risk Factors described in Item 1A included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. All forward-looking statements in this report are based upon information available to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

 

Critical Accounting Policies

 

There have been no material changes to the Company’s critical accounting policies and estimates from the information provided in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

 

Results of Operations

 

On February 1, 2017, the Company purchased the assets of Spill Magic, Inc., located in Santa Ana, CA and Smyrna, TN. The Spill Magic products are leaders in absorbents that encapsulate spills into dry powders that can be safely disposed. Many large retail chains use its products to remove liquids from broken glass containers, oil and gas spills, bodily fluids and solvents. The Company purchased Spill Magic assets for $7.2 million in cash using funds borrowed under its revolving credit facility with HSBC. Additional information concerning the acquisition of Spill Magic assets is set forth in Note 8 – Business Combinations, in the Notes to Condensed Consolidated Financial Statements.

 

On February 1, 2016, the Company purchased certain assets of Vogel Capital, Inc., d/b/a Diamond Machining Technology (DMT), located in Marlborough, MA. The DMT products are leaders in sharpening tools for knives, scissors, chisels and other cutting tools. The DMT products use finely dispersed diamonds on the surfaces of sharpeners. The Company purchased inventory, accounts receivable, equipment, patents, trademarks and other intellectual property for $6.97 million using funds borrowed under its revolving credit facility with HSBC. Additional information concerning the acquisition of DMT assets is set forth in Note 8 – Business Combinations, in the Notes to Condensed Consolidated Financial Statements.

 

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 back-to-school market. Our online sales have been growing very rapidly in recent years, and their order and fulfillment patterns are affecting the timing of our revenues. With our online sales we are receiving orders that closely match the timing of actual purchases by end users, resulting in a shift in some sales from the second quarter to the third quarter.

 

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Net Sales

 

Consolidated net sales for the three months ended June 30, 2017 were $38,849,000 compared with $40,997,000 in the same period in 2016, a 5% decrease. Consolidated net sales for the six months ended June 30, 2017 were $66,595,000, compared with $66,285,000 for the same period in 2016.

 

Net sales for the three months ended June 30, 2017 in the U.S. segment decreased 6% and remained constant for the six months ended June 30, 2017, compared with the same periods in 2016, respectively. Sales in the U.S. for the three month period decreased compared to the same period last year, primarily due to a back-to-school promotion that did not repeat this year and the changes in timing of online back-to-school sales as described above. Net sales of Spill Magic products were $1.8 million and $3.0 million for the three and six months ended June 30, 2017.

 

Net sales in Canada for the three months ended June 30, 2017 decreased 5% in U.S. dollars (2% in local currency), compared with the same period in 2016. Net sales in Canada for the six months ended June 30, 2017 decreased 4% in U.S. dollars (2% in local currency) compared with the same period in 2016.

 

European net sales for the three months ended June 30, 2017 increased 7% in U.S. dollars (10% in local currency), compared with the same period in 2016. Net sales for the six months ended June 30, 2017 increased 19% in U.S. dollars (23% in local currency). The increases in net sales for the three and six months ended June 30, 2017 were primarily due to new customers in the office products and sporting goods channels as well as sales of DMT sharpening products.

 

Gross Profit

 

Gross profit for the three months ended June 30, 2017 was $14,483,000 (37.3% of net sales) compared to $14,694,000 (35.8% of net sales) for the same period in 2016. Gross profit for the six months ended June 30, 2017 was $25,047,000 (37.6% of net sales) compared to $23,879,000 (36.0% of net sales) in the same period in 2016. The decrease in gross profit for the three months ended June 30, 2017 was primarily due to lower net sales. The increase in gross profit for the six months ended June 30, 2017 was primarily due improvements in manufacturing efficiencies in the Company’s first aid operations and a favorable product mix which included increased sales of DMT sharpeners and Spill Magic clean up products.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative ("SG&A") expenses for the three months ended June 30, 2017 were $10,594,000 (27.3% of net sales) compared with $10,054,000 (24.5% of net sales) for the same period of 2016, an increase of $540,000. SG&A expenses for the six months ended June 30, 2017 were $19,966,000 (30.0% of net sales) compared with $18,284,000 (27.6% of net sales) in the comparable period of 2016, an increase of $1,682,000. The increases in SG&A expenses for the three and six months ended June 30, 2017, compared to the same period in 2016, were primarily the result of certain costs incurred in connection with the acquisition of Spill Magic assets and higher personnel related costs, which include compensation and recruiting costs, primarily from additional headcount.

 

Operating Income

 

Operating income for the three months ended June 30, 2017 was $3,889,000 compared with $4,640,000 in the same period of 2016. Operating income for the six months ended June 30, 2017 was $5,081,000 compared with $5,595,000 in the same period of 2016.

 

Operating income in the U.S. segment decreased by approximately $1.0 million and $0.8 million for the three and six months ended June 30, 2017, respectively, compared to the same periods in 2016. The decrease in operating income was principally due to lower sales.

 

Operating income in the Canadian segment increased by approximately $125,000 for the three and six months ended June 30, 2017, respectively, compared to the same periods in 2016.

 

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Operating income in the European segment increased by $102,000 and $177,000 for the three and six months ended June 30, 2017 compared to the same periods in 2016. The increases in operating income in the European segment were principally due to higher sales.

 

Interest Expense, net

 

Interest expense, net for the three months ended June 30, 2017 was $321,000, compared with $211,000 for the same period of 2016, a $110,000 increase. Interest expense, net for the six months ended June 30, 2017 was $583,000, compared with $395,000 for the same period of 2016, a $188,000 increase. The increase in interest expense resulted from higher average borrowings under the Company’s bank revolving credit facility for the three and six months ended June 30, 2017. The higher borrowings were primarily the result of funding the acquisition of assets of Spill Magic.

 

Other (Income) Expense, net

 

Other income, net was $51,000 in the three months ended June, 2017 compared to $11,000 of other expense, net in the same period of 2016. Other income, net was $60,000 in the six months ended June, 2017 compared to $27,000 of other income, net in the same period of 2016. The change in other (income) expense, net for the three and six months ended June 30, 2017 is primarily due to gains and losses from foreign currency transactions.

 

Income Taxes

 

The Company’s effective tax rates for the three and six month periods ended June 30, 2017 were 21% and 23%, respectively, compared to 26% and 27% during the same periods in 2016. In the three and six months ended June 30, 2017, the Company recorded approximately $350,000 in excess tax benefits resulting from the adoption of ASU 2016-09 in 2017. Excluding the impact of the tax benefit, the effective tax rate would have been 31% for the three and six months ended June 30, 2017. In 2016, the Company donated school products to the Kids In Need Foundation. Excluding the impact of the charitable donation in 2016, the effective tax rate for the three and six months ended June 30, 2016 would have been 30%.

 

 

Financial Condition

 

Liquidity and Capital Resources

 

During the first six months of 2017, working capital increased approximately $11.0 million compared to December 31, 2016. Inventory decreased by approximately $1.6 million at June 30, 2017 compared to December 31, 2016. Inventory turnover, calculated using a twelve month average inventory balance, was 2.1 at both June 30, 2017 and December 31, 2016. Receivables increased by approximately $12.6 million at June 30, 2017 compared to December 31, 2016. The average number of days sales outstanding in accounts receivable was 63 days at June 30, 2017 compared to 64 days at December 31, 2016. The increase in accounts receivables is due to the seasonal nature of the Company’s back to school business. Sales are typically stronger in the second and third quarters compared to the first and fourth quarters. Accounts payable and other current liabilities decreased by approximately $107,000.

 

The Company's working capital, current ratio and long-term debt to equity ratio are as follows:

 

   June 30, 2017  December 31, 2016
          
Working capital  $63,632   $52,643 
Current ratio   6.01    5.11 
Long term debt to equity ratio   95.2%   71.4%

 

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During the first six months of 2017, total debt outstanding under the Company’s revolving credit facility increased by approximately $14.0 million, compared to total debt thereunder at December 31, 2016. As of June 30, 2017, $46,956,000 was outstanding and $8,044,000 was available for borrowing under the Company’s credit facility. The increase in the debt outstanding was primarily due to borrowings to fund the acquisition of assets of Spill Magic on February 1, 2017, as well as to fund the increase in working capital. Increases in accounts receivable, inventory and debt outstanding under the Company’s revolving credit facility typically occur in the second and third quarter of each year due to the seasonal nature of the business.

 

On January 27, 2017, the Company amended its revolving credit loan agreement with HSBC Bank, N.A. on a temporary basis in order to provide for the funding of the Company’s acquisition of the assets of Spill Magic, Inc. as described in Note 8 above. The amended facility provides for an increase in borrowings from $50 million to $55 million for the period commencing on April 1, 2017 and ending on September 30, 2017. Commencing October 1, 2017, the maximum amount outstanding at any time under the facility will return to $50 million. The interest rate on borrowings remains unchanged at a rate of LIBOR plus 2.0%. The Company must pay a facility fee, payable quarterly, in an amount equal to two tenths of one percent (.20%) per annum of the average daily unused portion of the revolving credit line. In addition, the amendment modified the debt to net worth ratio covenant applicable during the same six month period. All principal amounts outstanding under the agreement are required to be repaid in a single amount on May 6, 2019, the date the agreement expires; interest is payable monthly. Funds borrowed under the agreement may be used for working capital, acquisitions, general operating expenses, share repurchases and certain other purposes. Under the revolving loan agreement, the Company is required to maintain specific amounts of tangible net worth, a specified debt to net worth ratio and a fixed charge coverage ratio and must have annual net income greater than $0, measured as of the end of each fiscal year. At June 30, 2017, the Company was in compliance with the covenants then in effect under the loan agreement.

 

As discussed in Note 2 to the Condensed Consolidated Financial Statements set forth in Item 1 above, at June 30, 2017 the Company had a total of approximately $48,000 remaining in its accruals for environmental remediation and monitoring, related to property it had owned in Fremont, NC.

 

The Company believes that cash expected to be generated from operating activities, together with funds available under its revolving credit facility will, under current conditions, be sufficient to finance the Company’s planned operations over the next twelve months from the filing of this report.

 

Item 3: Quantitative and Qualitative Disclosure about Market Risk

 

Not applicable.

 

Item 4: Controls and Procedures

 

(a)Evaluation of Internal Controls and Procedures

 

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

 

(b)Changes in Internal Control over Financial Reporting

 

During the quarter ended June 30, 2017, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

Item 1 — Legal Proceedings

 

There are no pending material legal proceedings to which the registrant is a party, or, to the actual knowledge of the Company, contemplated by any governmental authority.

 

Item 1A — Risk Factors

 

See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

 

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3 — Defaults upon Senior Securities

 

None.

 

Item 4 — Mine Safety Disclosures

 

Not applicable.

 

Item 5 — Other Information

 

None.

 

Item 6 — Exhibits

 

Documents filed as part of this report.

 

Exhibit 10.10(e) Amendment No. 5 to the Revolving Loan Agreement with HSBC dated January 27, 2017

 

Exhibit 31.1 Certification of Walter C. Johnsen pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Exhibit 31.2 Certification of Paul G. Driscoll pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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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
Chairman of the Board and
Chief Executive Officer

  
     
Dated: August 4, 2017  

 

 

   
 By /s/ Paul G. Driscoll  
  Paul G. Driscoll
Vice President and
Chief Financial Officer		  
     
Dated: August 4, 2017  

 

 

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