10-Q 1 acu-20240331.htm 10-Q 10-Q
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2024

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: 01-07698

ACME UNITED CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Connecticut

 

06-0236700

State or Other Jurisdiction of

 

I.R.S. Employer Identification No.

Incorporation or Organization

 

 

 

 

 

1 Waterview Drive, Shelton, Connecticut

 

06484

Address of Principal Executive Offices

 

Zip Code

 

Registrant's telephone number, including area code: (203) 254-6060

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

 

Title of each class

Trading Symbol

Name of each exchange on which registered

$2.50 par value Common Stock

ACU

NYSE American

Indicate by check mark whether the registrant (l) 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 No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes No

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 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

 

 

 

 

 

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(s) 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

 

Registrant had 3,661,880 shares of its $2.50 par value Common Stock outstanding as of May 3, 2024.

 


ACME UNITED CORPORATION

INDEX

 

Page

Number

 

Part I — FINANCIAL INFORMATION:

3

Item 1:

Financial Statements (Unaudited)

3

Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 2023

3

Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023

5

Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2024 and 2023

6

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2024 and 2023

7

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023

8

Notes to Condensed Consolidated Financial Statements

9

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

15

Item 3:

Quantitative and Qualitative Disclosures about Market Risk

18

Item 4:

Controls and Procedures

18

 

Part II — OTHER INFORMATION:

19

Item 1:

Legal Proceedings

19

Item 1A:

Risk Factors

19

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

19

Item 3:

Defaults Upon Senior Securities

19

Item 4:

Mine Safety Disclosures

19

Item 5:

Other Information

19

Item 6:

Exhibits

19

Signatures

20

 

2


Part I - FINANCIAL INFORMATION

 

Item 1: Financial Statements

 

ACME UNITED CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(all amounts in thousands)

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(unaudited)

 

 

(Note 1)

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,443

 

 

$

4,796

 

Accounts receivable, less allowance of $678 in 2024 and $567 in 2023

 

 

32,966

 

 

 

26,234

 

Inventories

 

 

56,887

 

 

 

55,470

 

Prepaid expenses and other current assets

 

 

5,357

 

 

 

4,773

 

     Restricted cash

 

 

750

 

 

 

750

 

Total current assets

 

 

98,403

 

 

 

92,023

 

Property, plant and equipment:

 

 

 

 

 

 

Land

 

 

2,387

 

 

 

2,387

 

Buildings

 

 

17,677

 

 

 

17,502

 

Machinery and equipment

 

 

35,846

 

 

 

34,705

 

 

 

55,910

 

 

 

54,594

 

Less: accumulated depreciation

 

 

27,047

 

 

 

26,568

 

   Net property, plant and equipment

 

 

28,863

 

 

 

28,026

 

 

 

 

 

 

 

Operating lease right-of-use asset, net

 

 

5,530

 

 

 

2,002

 

Goodwill

 

 

8,189

 

 

 

8,189

 

Intangible assets, less accumulated amortization

 

 

18,396

 

 

 

19,001

 

Total assets

 

$

159,381

 

 

$

149,241

 

 

 

See Notes to Condensed Consolidated Financial Statements.

3


ACME UNITED CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

(all amounts in thousands, except par value and share amounts)

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(unaudited)

 

 

(Note 1)

 

LIABILITIES

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

7,907

 

 

$

12,102

 

Operating lease liability - current portion

 

 

1,577

 

 

 

1,099

 

Current portion of mortgage payable

 

 

424

 

 

 

419

 

Other current liabilities

 

 

11,930

 

 

 

12,393

 

Total current liabilities

 

 

21,838

 

 

 

26,013

 

Non-current liabilities:

 

 

 

 

 

 

Long-term debt

 

 

23,294

 

 

 

13,105

 

Mortgage payable, net of current portion

 

 

10,179

 

 

 

10,284

 

Operating lease liability - non-current portion

 

 

4,063

 

 

 

1,026

 

Deferred income taxes

 

 

899

 

 

 

899

 

Other non-current liabilities

 

 

16

 

 

 

16

 

Total liabilities

 

 

60,289

 

 

 

51,343

 

 

 

 

 

 

 

Commitments and contingencies (see note 2)

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Common stock, par value $2.50:

 

 

 

 

 

 

authorized 8,000,000 shares;

 

 

 

 

 

 

5,206,752 shares issued and 3,661,880 shares outstanding in 2024 and

 

 

 

 

 

 

5,190,072 shares issued and 3,645,200 shares outstanding in 2023

 

 

13,008

 

 

 

12,966

 

Additional paid-in capital

 

 

16,317

 

 

 

15,918

 

Retained earnings

 

 

87,791

 

 

 

86,716

 

Treasury stock, at cost - 1,544,872 shares in 2024 and 2023

 

 

(15,996

)

 

 

(15,996

)

Accumulated other comprehensive loss:

 

 

 

 

 

 

Translation adjustment

 

 

(2,028

)

 

 

(1,706

)

Total stockholders’ equity

 

 

99,092

 

 

 

97,898

 

Total liabilities and stockholders’ equity

 

$

159,381

 

 

$

149,241

 

 

 

 

See Notes to Condensed Consolidated Financial Statements.

4


ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(all amounts in thousands, except per share amounts)

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

 

2024

 

 

2023

 

 

Net sales

 

$

44,956

 

 

$

45,838

 

 

Cost of goods sold

 

 

27,560

 

 

 

29,557

 

 

 

 

 

 

 

 

 

Gross profit

 

 

17,396

 

 

 

16,281

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

14,838

 

 

 

14,093

 

 

Operating income

 

 

2,558

 

 

 

2,188

 

 

 

 

 

 

 

 

 

Non-operating items:

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

Interest expense

 

 

476

 

 

 

919

 

 

Interest income

 

 

(33

)

 

 

(17

)

 

Interest expense, net

 

 

443

 

 

 

902

 

 

Other income, net

 

 

(44

)

 

 

(23

)

 

Income before income tax expense

 

 

2,159

 

 

 

1,309

 

 

Income tax expense

 

 

523

 

 

 

319

 

 

Net income

 

$

1,636

 

 

$

990

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.45

 

 

$

0.28

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.39

 

 

$

0.28

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding-denominator used for basic per share computations

 

 

3,650

 

 

 

3,541

 

 

Weighted average number of dilutive stock options outstanding

 

 

563

 

 

 

-

 

 

Denominator used for diluted per share computations

 

 

4,213

 

 

 

3,541

 

 

 

 

 

 

 

 

 

Dividends declared per share

 

$

0.15

 

 

$

0.14

 

 

 

 

 

See Notes to Condensed Consolidated Financial Statements.

5


ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(all amounts in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

Net income

 

$

1,636

 

 

$

990

 

Other comprehensive (loss) income:

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(322

)

 

 

109

 

Comprehensive income

 

$

1,314

 

 

$

1,099

 

 

See Notes to Condensed Consolidated Financial Statements.

6


ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(UNAUDITED)

(all amounts in thousands, except share amounts)

 

 

 

 

 

For the three months ended March 31, 2023

 

 

 

Outstanding
Shares of
Common
Stock

 

 

Common
Stock

 

 

Treasury
 Stock

 

 

Additional
Paid-In
Capital

 

 

Accumulated
 Other
Comprehensive
Loss

 

 

Retained
Earnings

 

 

Total

 

Balances, December 31, 2022

 

 

3,538,179

 

 

$

12,699

 

 

$

(15,996

)

 

$

13,448

 

 

$

(2,088

)

 

$

70,967

 

 

$

79,030

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

990

 

 

 

990

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

109

 

 

 

 

 

 

109

 

Stock compensation expense

 

 

 

 

 

 

 

 

 

 

 

424

 

 

 

 

 

 

 

 

 

424

 

Distributions to shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(497

)

 

 

(497

)

Issuance of common stock

 

 

5,000

 

 

 

12

 

 

 

 

 

 

49

 

 

 

 

 

 

 

 

 

61

 

Net share settlement of stock options

 

 

2,546

 

 

 

6

 

 

 

 

 

 

(7

)

 

 

 

 

 

 

 

 

(1

)

Balances March 31, 2023

 

 

3,545,725

 

 

$

12,717

 

 

$

(15,996

)

 

$

13,914

 

 

$

(1,979

)

 

$

71,460

 

 

$

80,116

 

 

For the three months ended March 31, 2024

 

 

 

Outstanding
Shares of
Common
Stock

 

 

Common
Stock

 

 

Treasury
 Stock

 

 

Additional
Paid-In
Capital

 

 

Accumulated
 Other
Comprehensive
Loss

 

 

Retained
Earnings

 

 

Total

 

Balances, December 31, 2023

 

 

3,645,200

 

 

$

12,966

 

 

$

(15,996

)

 

$

15,918

 

 

$

(1,706

)

 

$

86,716

 

 

$

97,898

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,636

 

 

 

1,636

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(322

)

 

 

 

 

 

(322

)

Stock compensation expense

 

 

 

 

 

 

 

 

 

 

 

449

 

 

 

 

 

 

 

 

 

449

 

Distributions to shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(561

)

 

 

(561

)

Issuance of common stock

 

 

14,438

 

 

 

36

 

 

 

 

 

 

287

 

 

 

 

 

 

 

 

 

323

 

Cash settlement of stock options

 

 

 

 

 

 

 

 

 

 

 

(296

)

 

 

 

 

 

 

 

 

(296

)

Net share settlement of stock options

 

 

2,242

 

 

 

6

 

 

 

 

 

 

(41

)

 

 

 

 

 

 

 

 

(35

)

Balances March 31, 2024

 

 

3,661,880

 

 

$

13,008

 

 

$

(15,996

)

 

$

16,317

 

 

$

(2,028

)

 

$

87,791

 

 

$

99,092

 

 

See Notes to Condensed Consolidated Financial Statements.

7


ACME UNITED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(all amounts in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

1,636

 

 

$

990

 

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

 

 

 

 

 

 

Depreciation

 

 

860

 

 

 

720

 

Amortization of intangible assets

 

 

605

 

 

 

517

 

Non-cash lease adjustment

 

 

(12

)

 

 

(12

)

Stock compensation expense

 

 

449

 

 

 

424

 

Provision for bad debt

 

 

112

 

 

 

26

 

Amortization of deferred financing costs

 

 

9

 

 

 

9

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(6,774

)

 

 

(666

)

Inventories

 

 

(1,659

)

 

 

4,987

 

Prepaid expenses and other assets

 

 

(590

)

 

 

(1,405

)

Accounts payable

 

 

(4,517

)

 

 

73

 

Other accrued liabilities

 

 

(287

)

 

 

2,013

 

Total adjustments

 

 

(11,804

)

 

 

6,686

 

Net cash (used in) provided by operating activities

 

 

(10,168

)

 

 

7,676

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

(1,611

)

 

 

(701

)

Net cash used in investing activities

 

 

(1,611

)

 

 

(701

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Net borrowings (repayments) of long-term debt

 

 

10,183

 

 

 

(9,787

)

Tax withholding on net share settlement of stock options

 

 

(35

)

 

 

-

 

Cash settlement of stock options

 

 

(296

)

 

 

-

 

Repayments on mortgage

 

 

(104

)

 

 

(101

)

Proceeds from issuance of common stock

 

 

323

 

 

 

61

 

Distributions to shareholders

 

 

(561

)

 

 

(497

)

Net cash provided by (used in) financing activities

 

 

9,510

 

 

 

(10,324

)

 

 

 

 

 

 

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

 

(84

)

 

 

13

 

Net change in cash, cash equivalents and restricted cash

 

 

(2,353

)

 

 

(3,336

)

 

 

 

 

 

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

5,546

 

 

 

7,600

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash at end of period

 

$

3,193

 

 

$

4,264

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid for income taxes

 

$

9

 

 

$

122

 

Cash paid for interest

 

$

385

 

 

$

919

 

 

See Notes to Condensed Consolidated Financial Statements.

 

8


ACME UNITED CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of Presentation

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 the disclosures normally required by accounting principles generally accepted in the United States 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, 2023 for such disclosures. The condensed consolidated balance sheet as of December 31, 2023 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 2023 Annual Report on Form 10-K.

The Company has evaluated events and transactions subsequent to March 31, 2024 and through the date these condensed consolidated financial statements were issued.

 

Recently Issued Accounting Standards

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024; this ASU allows for early adoption. The Company is currently evaluating the impact of adopting ASU 2023-07.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024. The guidance is to be applied on a prospective basis with the option to apply the standard retrospectively; this ASU allows for early adoption. The Company is currently evaluating the impact of adopting ASU 2023-09.

2. Commitments and Contingencies

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

3. Revenue from Contracts with Customers

Nature of Goods and Services

The Company recognizes revenue from the sales of a broad line of products that are grouped into two main categories: (a) first aid and medical; and (b) cutting and sharpening. The first aid and medical category includes first aid kits and refills, over-the-counter medications and a variety of medical products. The cutting and sharpening category includes scissors, knives, paper trimmers, pencil sharpeners and other sharpening tools. Revenue recognition is evaluated through the following five steps: (i) identification of the contract or contracts with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.

When Performance Obligations Are Satisfied

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Revenue is generated by the sale of the Company’s products to its customers. Sales contracts (purchase orders) generally have a single performance obligation that is satisfied at a point in time, upon shipment or delivery, depending on the terms of the underlying contract. Revenue is measured based on the consideration specified in the contract. The amount of consideration we receive and revenue we recognize is impacted by incentives ("customer rebates"), including sales rebates, which are generally tied to sales volume levels, in-store promotional allowances, shared media and customer catalog allowances and other cooperative advertising arrangements; freight allowance programs offered to our customers; and allowance for returns and discounts. We generally recognize customer rebate costs as a deduction to gross sales at the time that the associated revenue is recognized.

9


Significant Payment Terms

Payment terms for each customer are dependent on the agreed upon contractual repayment terms. Payment terms typically are between 30 and 90 days and vary depending on the size of the customer and its risk profile to the Company. Some customers receive discounts for early payment.

Product Returns

The Company accepts product returns in the normal course of business. The Company estimates reserves for returns and the related refunds to customers based on historical experience. Reserves for returned merchandise are included as a component of “Accounts receivable” in the condensed consolidated balance sheets.

Practical Expedient Usage and Accounting Policy Elections

For the Company’s contracts that have an original duration of one year or less, the Company uses the practical expedient in ASC 606-10-32-18 applicable to such contracts and does not consider the time value of money in relation to significant financing components. The effect of applying this practical expedient election did not have an impact on the Company’s condensed consolidated financial statements.

Per ASC 606-10-25-18B, the Company has elected to account for shipping and handling activities that occur after the customer has obtained control as a fulfillment activity instead of a performance obligation. Furthermore, shipping and handling activities performed before transfer of control of the product also do not constitute a separate and distinct performance obligation. The effect of applying this practical expedient election did not have an impact on the Company’s condensed consolidated financial statements.

The Company has elected to exclude from the transaction price those amounts which relate to sales and other taxes that are assessed by governmental authorities and that are imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer.

Applying the practical expedient in ASC 340-40-25-4, Other Assets and Deferred Costs, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred. These costs are included in “Selling, general and administrative expenses.”

Disaggregation of Revenues

The following table represents external net sales disaggregated by product category, by segment (amounts in thousands):

For the three months ended March 31, 2024

 

 

 

United States

 

 

Canada

 

 

Europe

 

 

Total

 

First Aid and Medical

 

$

24,609

 

 

$

2,191

 

 

$

258

 

 

$

27,058

 

Cutting and Sharpening

 

 

13,382

 

 

 

848

 

 

 

3,668

 

 

 

17,898

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Net Sales

 

$

37,991

 

 

$

3,039

 

 

$

3,926

 

 

$

44,956

 

 

For the three months ended March 31, 2023

 

 

 

United States

 

 

Canada

 

 

Europe

 

 

Total

 

First Aid and Medical

 

$

24,770

 

 

$

1,852

 

 

$

367

 

 

$

26,989

 

Cutting and Sharpening

 

 

14,083

 

 

 

1,405

 

 

 

3,361

 

 

 

18,849

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Net Sales

 

$

38,853

 

 

$

3,257

 

 

$

3,728

 

 

$

45,838

 

 

4. Debt and Shareholders’ Equity

Long-term debt consists of (i) borrowings under the Company’s revolving loan agreement with HSBC Bank, N.A.(“HSBC”) and (ii) amounts outstanding under the fixed rate mortgage on the Company’s manufacturing and distribution facilities in Rocky Mount, NC and Vancouver, WA. The revolving loan agreement provides for borrowings of up to $65 million at an interest rate of Secured Overnight Financing Rate (“SOFR”) plus a margin of +1.75%; interest is payable monthly. The credit facility has an expiration date of May 31, 2026. The Company must pay a facility fee, payable quarterly, in an amount equal to one eighth of one percent (.125%) per annum of the average daily unused portion of the revolving credit line. The facility is intended to provide liquidity for growth, acquisitions, dividends, share repurchases, and other operating activities. Under the revolving loan agreement, the Company is required to maintain a specific ratio of funded debt to EBITDA, a fixed charge coverage ratio and must have annual net income greater than $0, measured as of the end of each fiscal year. As of March 31, 2024, the Company was in compliance with the covenants under the revolving loan agreement as then in effect.

10


As of March 31, 2024 and December 31, 2023, the Company had outstanding borrowings of $23,347,000 and $13,165,000, excluding deferred financing costs of $53,000 and $60,000, respectively, under the Company’s revolving loan agreement with HSBC.

The Company’s manufacturing and distribution facilities in Rocky Mount, NC and Vancouver, WA were financed by a fixed rate mortgage with HSBC at a fixed interest rate of 3.8%. The Company entered into the agreement on December 1, 2021. Commencing on January 1, 2022, payments of principal and interest are due monthly, with all amounts outstanding due on maturity on December 1, 2031. As of March 31, 2024 and December 31, 2023, long-term debt related to the mortgage consisted of the following (amounts in ‘000’s):

 

March 31, 2024

 

December 31, 2023

 

 

 

 

 

 

Mortgage payable - HSBC Bank N.A.

$

10,719

 

$

10,823

 

Less debt issuance costs

 

(116

)

 

(120

)

 

10,603

 

 

10,703

 

Less current maturities

 

424

 

 

419

 

Long-term mortgage payable less current maturities

$

10,179

 

$

10,284

 

 

 

 

 

 

During the three months ended March 31, 2024, the Company issued a total of 14,438 shares of common stock and received aggregate proceeds of $323,000 upon exercise of employee stock options. Also, during the three months ended March 31, 2024, the Company issued 2,242 shares of common stock to optionees who had elected a net share settlement of certain of their respective options. During the three months ended March 31, 2024, the Company paid approximately $296,000 to optionees who had elected a net cash settlement of certain 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 maker 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 maker reviews the financial results of both, on a consolidated basis, and as such, 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 first aid and medical products, cutting and sharpening devices and measuring instruments 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, Massachusetts, Tennessee, Florida, New Hampshire and California. 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 products 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 8% of the Company’s total net sales for the three months ended March 31, 2024 compared to 6% for the same period in 2023.

The chief operating decision maker evaluates the performance of each operating segment based on segment revenues and operating income. Segment revenues are defined as total revenues, including both external customer revenue and inter-segment revenue. Segment operating earnings are defined as segment revenues, less cost of goods sold and operating expenses. Identifiable assets by segment are those assets used in the respective reportable segment’s operations. Inter-segment amounts are eliminated to arrive at consolidated financial results.

11


The following table sets forth certain financial data by segment for the three months ended March 31, 2024 and 2023:

Financial data by segment:

(in thousands)

 

 

 

Three Months Ended March 31,

 

 

Sales to external customers:

 

2024

 

 

2023

 

 

United States

 

$

37,991

 

 

$

38,853

 

 

Canada

 

 

3,039

 

 

 

3,257

 

 

Europe

 

 

3,926

 

 

 

3,728

 

 

Consolidated

 

$

44,956

 

 

$

45,838

 

 

 

 

 

 

 

 

 

Operating income:

 

 

 

 

 

 

 

United States

 

$

2,339

 

 

$

1,781

 

 

Canada

 

 

39

 

 

 

217

 

 

Europe

 

 

180

 

 

 

190

 

 

Consolidated

 

$

2,558

 

 

$

2,188

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

443

 

 

 

902

 

 

Other income, net

 

 

(44

)

 

 

(23

)

 

Consolidated income before income taxes

 

$

2,159

 

 

$

1,309

 

 

 

Assets by segment:

(in thousands)

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

United States

 

$

139,228

 

 

$

131,382

 

Canada

 

 

11,094

 

 

 

8,557

 

Europe

 

 

9,059

 

 

 

9,302

 

Consolidated

 

$

159,381

 

 

$

149,241

 

 

6. Stock Based Compensation

The Company recognizes share-based compensation based on the fair value of the equity instrument on the grant date. Compensation expense is recognized over the required service period, which is generally the vesting period of the equity instrument. Share-based compensation expense was approximately $449,000 for the three months ended March 31, 2024 compared to approximately $424,000 for the three months ended March 31, 2023.

As of March 31, 2024, there was a total of $3,102,278 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 was 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 is a reasonable estimate of fair value because of the nature of its payment terms and maturity. The Company’s contingent liability related to the acquisition of Safety Made is recorded at its fair value of $750,000 which is recorded in other current liabilities on the condensed consolidated balance sheet as of March 31, 2024.

8. Leases

The Company has operating leases for office and warehouse space and equipment under various arrangements which provide the right to use the underlying asset and require lease payments for the lease term. The Company’s lease portfolio consists of operating leases which expire at various dates through 2029.

Certain of the Company’s lease arrangements contain renewal provisions, exercisable at the Company's option. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company determines if an arrangement is an operating lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. All other leases are recorded on the balance sheet with right-of-use (“ROU”) assets representing the right to use the underlying asset for the lease term and lease liabilities representing the obligation to make lease payments arising from the lease.

12


Operating lease cost was $0.3 million for the three months ended March 31, 2024, of which $0.1 million was included in cost of goods sold and $0.2 million was included in selling, general and administrative expenses.

Information related to leases (in thousands):

 

 

 

Three Months Ended

 

 

Three Months Ended

 

Operating cash flow information:

 

March 31, 2024

 

 

March 31, 2023

 

Operating lease cost

 

$

341

 

 

$

334

 

Operating lease - cash flow

 

$

354

 

 

$

346

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash activity:

 

 

 

 

 

 

ROU assets obtained in exchange for lease liabilities

 

$

3,818

 

 

$

341

 

 

 

 

March 31, 2024

 

 

March 31, 2023

 

Weighted-average remaining lease term

 

4.0 years

 

 

3.0 years

 

Weighted-average discount rate

 

 

7

%

 

 

5

%

 

Future minimum lease payments under non-cancelable leases as of March 31, 2024:

 

2024 (remaining)

 

$

1,400

 

2025

 

 

1,755

 

2026

 

 

1,068

 

2027

 

 

926

 

2028

 

 

960

 

Thereafter

 

 

357

 

Total future minimum lease payments

 

$

6,466

 

Less: imputed interest

 

 

(826

)

Present value of lease liabilities - current

 

 

1,577

 

Present value of lease liabilities - non-current

 

$

4,063

 

 

9. Other Accrued Liabilities

 

Other current and non-current accrued liabilities consisted of (in thousands):

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Customer rebates

 

$

6,120

 

 

$

5,721

 

Contingent liability - Safety Made

 

 

750

 

 

 

750

 

Accrued compensation

 

 

2,050

 

 

 

2,585

 

Dividend payable

 

 

547

 

 

 

547

 

Income tax payable

 

 

748

 

 

 

363

 

Other

 

 

1,731

 

 

 

2,442

 

Total:

 

$

11,946

 

 

$

12,408

 

 

 

 

 

 

 

 

 

10. Cash, Cash Equivalents and Restricted Cash

(in thousands):

 

 

March 31, 2024

 

December 31, 2023

 

Cash and cash equivalents

 

$

2,443

 

$

4,796

 

Restricted Cash - current

 

 

750

 

 

750

 

Total cash, cash equivalents and restricted cash

 

$

3,193

 

$

5,546

 

 

Restricted cash, which is reported within current assets in the condensed consolidated balance sheets consists of the contingent payment held in escrow related to the acquisition of Safety Made.

 

 

 

13


11. Intangible Assets and Goodwill

The Company’s intangible assets and goodwill consisted of (in thousands):

 

 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Tradename

 

$

10,008

 

 

$

10,008

 

Customer list

 

 

18,823

 

 

 

18,823

 

Non-compete

 

 

1,248

 

 

 

1,248

 

Slice license agreement

 

 

380

 

 

 

380

 

Patents

 

 

2,272

 

 

 

2,272

 

Subtotal

 

 

32,731

 

 

 

32,731

 

Less: Accumulated amortization

 

 

14,335

 

 

 

13,730

 

Intangible assets

 

$

18,396

 

 

$

19,001

 

Goodwill

 

$

8,189

 

 

$

8,189

 

Total:

 

$

26,585

 

 

$

27,190

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The useful lives of the identifiable intangible assets range from 5 years to 15 years.

 

12. Inventories

Inventories consisted of (in thousands):

 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

2024

 

 

2023

 

Finished goods

 

$

40,851

 

 

$

39,316

 

Work in process

 

 

264

 

 

 

208

 

Materials and supplies

 

 

15,772

 

 

 

15,946

 

 

 

$

56,887

 

 

$

55,470

 

 

Inventories are stated at the lower of cost or net realizable value, determined by the first-in, first-out method.

 

13. Divestiture

 

On November 1, 2023, the Company sold the assets of its Camillus Cutlery and Cuda business lines (the “Business”) to GSM Holdings, Inc., a Delaware corporation (“GSM Holdings”), pursuant to an Asset Purchase Agreement entered into on the same date.

The purchase price for the Business was $19,773,000. At closing, GSM Holdings paid $18,273,000 to the Company; the balance of the purchase price, $1,500,000, is subject to a 12-month holdback as a non-exclusive source of recovery primarily to satisfy indemnification claims under the Asset Purchase Agreement.

The Asset Purchase Agreement contains customary representations, warranties and covenants by the Company and GSM Holdings, including confidentiality, non-solicitation obligations and indemnification obligations. Under the terms of a related License Agreement dated November 1, 2023, the Company has provided a royalty-free, perpetual, non-exclusive license to certain patents held by the Company that are used in the Business.

14


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 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.

 

These risks and uncertainties 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, including the impact on the Company’s suppliers and customers; (iii) the continuing adverse impact of inflation, including product costs, and interest rates; (iv) potential adverse effects on the Company, its customers, and suppliers resulting from the wars in Ukraine and the Middle East; (v) additional disruptions in the Company’s supply chains, whether caused by pandemics, natural disasters, including trucker shortages, port closures or otherwise; (vi) labor related costs the Company has and may continue to incur, including costs of acquiring and training new employees and rising wages and benefits; (vii) currency fluctuations including, for example, the fluctuation of the dollar against the euro; (viii) the Company’s ability to effectively manage its inventory in a rapidly changing business environment; (ix) changes in client needs and consumer spending habits; (x) the impact of competition; (xi) the impact of technological changes including, specifically, the growth of online marketing and sales activity; (xii) the Company’s ability to manage its growth effectively, including its ability to successfully integrate any business it might acquire; (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.

For a more detailed discussion of these and other factors affecting the Company, see the Risk Factors described in Item 1A included in the Company’s Annual Report on Form 10-K for the fiscal year December 31, 2023 and below under “Financial Condition”. 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 Estimates

There have been no material changes to the Company’s critical accounting estimates as previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Results of Operations

Traditionally, the Company’s sales and profits 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 Westcott back-to-school market.

Net sales

Consolidated net sales for the three months ended March 31, 2024 were $44,956,000 compared to $45,838,000 the same period in 2023, a decrease of 1%. Excluding the impact of the Camillus and Cuda hunting and fishing product lines sold on November 1, 2023, sales for the three months ended March 31, 2024 increased 1%.

Net sales in the U.S. for the three months ended March 31, 2024 decreased 2% compared to the same period in 2023. Excluding the impact of the sale of the Camillus and Cuda product lines, sales in the U.S. segment increased 1% for the three months ended March 31, 2024 compared to the same period in 2023.

Net sales in Canada for the three months ended March 31, 2024 decreased 7% in U.S. dollars (6% in local currency). Excluding the impact of the sale of the Camillus and Cuda product lines, sales in the Canadian segment increased 1% in local currency for the three months ended March 31, 2024 compared to the same period in 2023.

15


European net sales for the three months ended March 31, 2024 increased 5% in U.S. dollars (4% in local currency) compared to the same period in 2023. Excluding the impact of the sale of the Camillus and Cuda product lines, sales in the European segment increased 7% in local currency for the three months ended March 31, 2024 compared to the same period in 2023.

 

Gross profit

 

Gross profit for the three months ended March 31, 2024 was $17,396,000 (38.7% of net sales) compared to $16,281,000 (35.5% of net sales) in the same period in 2023. The increase in gross profit for the three months ended March 31, 2024 was primarily due to the impact of productivity improvements in the Company's manufacturing and distribution facilities implemented late in 2022 and lower inbound freight costs.

 

Selling, general and administrative expenses

Selling, general and administrative ("SG&A") expenses for the three months ended March 31, 2024 were $14,838,000 (33.0% of net sales) compared with $14,093,000 (30.7% of net sales) in the same period in 2023, an increase of $745,000. The increase in SG&A expenses for the three months ended March 31, 2024 was primarily related to higher personnel related expenses.

 

Operating income

 

Operating income for the three months ended March 31, 2024 was $2,558,000 compared with $2,188,000 in the same period of 2023.

 

Operating income in the U.S. segment increased by $558,000 for the three months ended March 31, 2024, compared to the same period in 2023. The increase in operating income for the three months ended March 31, 2024 was primarily due to productivity improvements at our manufacturing and distribution facilities, cost savings initiatives which included lowering SG&A expenses, as well as lower in-bound freight costs.

 

Operating income in the Canadian segment decreased by $178,000 for the three months ended March 31, 2024, compared to the same period in 2023. The decrease in operating income was primarily due to lower sales of cutting, sharpening and measuring products.

 

Operating income in the European segment decreased by $10,000 for the three months ended March 31, 2024, compared to the same period in 2023.

 

Interest expense, net

 

Interest expense, net for the three months ended March 31, 2024 was $443,000 compared with $902,000 in the same period of 2023, a $459,000 decrease. The decrease in interest expense for the three months ended March 31, 2024 resulted from a lower average outstanding debt under the Company’s revolving loan agreement.

Other income, net

 

Other income, net was $44,000 in the three months ended March 31, 2024 compared to $23,000 in the same period of 2023.

 

Income taxes

The effective income tax rate was 24% for the three months ended March 31, 2024 and 2023.

Financial Condition

Liquidity and Capital Resources

 

During the first three months of 2024, working capital increased approximately $10.6 million. Inventory increased approximately $1.3 million during this three-month period. Inventory turnover, calculated using a twelve-month average inventory balance, was 2.1 at March 31, 2024 and December 31, 2023. Receivables increased approximately $6.7 million at March 31, 2024 compared to December 31, 2023. The average number of days sales outstanding in accounts receivable was 55 days at March 31, 2024 and December 31, 2023. Accounts payable and other current liabilities decreased by approximately $4.7 million at March 31, 2024 compared to December 31, 2023.

16


The Company's working capital, current ratio and long-term debt to equity ratio are as follows (dollar amounts in thousands):

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Working capital

 

$

76,565

 

 

$

66,010

 

Current ratio

 

 

4.51

 

 

 

3.54

 

Long term debt to equity ratio

 

 

33.8

%

 

 

23.9

%

 

Long-term debt consists of (i) borrowings under the Company’s revolving loan agreement with HSBC Bank, N.A. and (ii) amounts outstanding under the fixed rate mortgage on the Company’s manufacturing and distribution facilities in Rocky Mount, NC and Vancouver, WA. The revolving loan agreement provides for borrowings of up to $65 million, at an interest rate of SOFR plus 1.75%; interest is payable monthly. The loan agreement has an expiration date of May 31, 2026. The Company must pay a facility fee, payable quarterly, in an amount equal to one eighth of one percent (.125%) per annum of the average daily unused portion of the revolving credit line. The facility is intended to provide liquidity for growth, share repurchases, dividends, acquisitions, and other business activities. Under the revolving loan agreement, the Company is required to maintain a specific ratio of funded debt to EBITDA, a fixed charge coverage ratio and must have annual net income greater than $0, measured as of the end of each fiscal year. As of March 31, 2024, the Company was in compliance with the covenants under the revolving loan agreement as then in effect.

During the first three months of 2024, total debt outstanding under the Company’s revolving credit facility increased by approximately $10.1 million, compared to total debt thereunder at December 31, 2023. As of March 31, 2024, $23,347,000 was outstanding and $41,653,000 was available for borrowing under the Company’s credit facility.

The Company’s manufacturing and distribution facilities in Rocky Mount, NC and Vancouver, WA were financed by a fixed rate mortgage with HSBC Bank, N.A. at a fixed interest rate of 3.8%. The Company entered into the agreement on December 1, 2021. Payments of principal and interest are due monthly, with all amounts outstanding due on maturity on December 1, 2031. At March 31, 2024, there was approximately $10.6 million outstanding on the mortgage.

 

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

17


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 defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2024. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were not effective as of March 31, 2024 as a result of an identified material weakness. As described in the Company's Form 10-K for the year ended December 31, 2023, the Company’s information technology general controls (ITGCs) related to change management and logical controls were ineffective. The Company's remediation efforts related to this material weakness have commenced and are ongoing, as described in Item 4(b) below. Except as described below, there were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

(b) Changes in Internal Control over Financial Reporting

 

In response to the material weakness identified above, the Company has implemented and is implementing changes to its internal control over financial reporting, including:

● The Company has acquired and implemented database change management and auditing software;

● The Company is designing and implementing associated management review procedures.

As we stated in the Company’s Form 10-K for the year ended December 31, 2023, we believe that these actions will remediate the material weakness. However, due to the nature of the material weakness, it will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of this material weakness will be completed as of December 31, 2024.

 

 

 

 

 

18


PART II. OTHER INFORMATION

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, 2023.

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 31.1

 

Certification of Walter C. Johnsen pursuant to 18 U.S.C. Section 1350, as adopted pursuant Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

Exhibit 31.2

 

Certification of Paul G. Driscoll pursuant to 18 U.S.C. Section 1350, as adopted pursuant Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

Exhibit 32.1

 

Certification of Walter C. Johnsen 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 of Paul G. Driscoll pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS

Inline XBRL Instance Document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

104

 

The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

 

19


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: May 8, 2024

 

 

By

/s/ Paul G. Driscoll

 

 

Paul G. Driscoll

 

 

Vice President and

 

 

Chief Financial Officer

 

 

 

 

Dated: May 8, 2024