UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-K

 

[X]

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

 

For the fiscal year ended: December 31, 2019

 

 

 

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

 

 

 

 

 

55 Walls Drive, Fairfield, Connecticut

 

06824

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

 

 

Securities registered pursuant to Section 12 (g) of the Act: None

 

(Title of Class)

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [_]   NO [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES [_]   NO [X]

 

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 [X]   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 [X]   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 [X]

 

 

 

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]

 

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was $66,303,009.

 

Registrant had 3,352,130 shares of its $2.50 par value Common Stock outstanding as of March 12, 2020.

 

DOCUMENTS INCORPORATE BY REFERENCE

 

(1)        Certain portions of the Company’s Proxy Statement for the Annual Meeting scheduled for April 20, 2020 are incorporated into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, in Part III.

 

 

 


 

 

 

Page

  Part I

 

 

 

        Item 1.     Business

3

 

 

        Item 1A.  Risk Factors

5

 

 

        Item 1B.  Unresolved Staff Comments

10

 

 

        Item 2.     Properties

10

 

 

        Item 3.     Legal Proceedings

10

 

 

        Item 4.     Mine Safety Disclosures

10

 

 

  Part II

 

 

 

        Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

11

 

 

        Item 6.    Selected Financial Data

11

 

 

        Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

12

 

 

        Item 7A. Quantitative and Qualitative Disclosures About Market Risk

15

 

 

        Item 8.    Financial Statements and Supplementary Data

15

 

 

        Item 9.    Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

37

 

 

        Item 9A. Controls and Procedures

37

 

 

        Item 9B. Other Information

37

 

 

  Part III

 

 

 

        Item 10.  Directors, Executive Officers and Corporate Governance

38

 

 

        Item 11.  Executive Compensation

39

 

 

        Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder   Matters

39

 

 

        Item 13.  Certain Relationships and Related Transactions, and Director Independence

40

 

 

        Item 14.  Principal Accounting Fees and Services

40

 

 

  Part IV

 

 

 

        Item 15.  Exhibits and Financial Statement Schedules

41

 

 

        Item 16.  Form 10-K Summary

42

 

 

    Signatures

43

 

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PART I

Item 1. Business

Overview

Acme United Corporation, a Connecticut corporation (together, with its subsidiaries, the "Company"), is a leading worldwide supplier of innovative safety solutions and cutting technology to the school, home, office, hardware, sporting goods and industrial markets. Its principal products sold across all segments are scissors, shears, knives, rulers, pencil sharpeners, first aid kits, and safety related products. The Company sells its products primarily to wholesale, contract and retail stationery distributors, office supply superstores, mass market and e-commerce retailers, industrial distributors, office supply super stores, sporting goods stores, hardware chains and wholesale florists.

The Company's operations are in the United States, Canada, Europe (located in Germany) and Asia (located in Hong Kong and China). The operations in the United States, Canada and Europe are primarily involved in product development, marketing, sales, administrative, manufacturing and distribution activities. The operations in Asia consist of sourcing, product development, production planning, quality control and sales activities. Total net sales in 2019 were $142.5 million. The Company was organized as a partnership in l867 and incorporated in l882 under the laws of the State of Connecticut.

The Company sources most of its products from suppliers located outside the United States, primarily in Asia. The Company assembles its first aid kits at its facilities in Vancouver, WA and Rocky Mount, NC. The components for the first aid kits are primarily sourced from U.S. suppliers.

Recent accomplishments and initiatives

The Company’s key business accomplishments and initiatives include the following elements:

 

Leader in innovative safety solutions and cutting technology;

 

Ten years of consecutive sales growth averaging 9%;

 

Innovation rate approaching 30%;

 

Premier and diversified customer base;

 

Successful history of acquisitions;

 

Diversified distribution network; strong growth in e-commerce channel; and

 

Reduced debt by 25% in 2019

Acquisitions

On January 7, 2020, the Company purchased the assets of First Aid Central, located in Laval, Quebec, Canada. First Aid Central produces and sells a complete line of first aid kits, refills, and safety products to a broad range of industries and end users. Its products meet federal Health Canada and provincial regulatory requirements. The Company purchased First Aid Central assets for $2.1 million in cash using funds borrowed under its revolving credit facility with HSBC Bank, N.A. Additional information concerning the acquisition of First Aid Central assets is set forth in Note 17 – Subsequent Events, in the notes to consolidated financial statements in this report.

Principal Products

The Company markets and sells under two main categories: i) cutting, sharpening and measuring; and ii) first aid and safety. The cutting, sharpening and measuring category includes school, home and office products (Westcott® brand), and hardware, industrial and sporting goods products (Clauss®, Camillus®, Cuda® and DMT® brands). The first aid and safety category includes first aid and safety products (First Aid Only®, PhysiciansCare®, Pac-Kit® and Spill Magic® brands).

CUTTING, SHARPENING AND MEASURING

School, Home and Office

Westcott

Westcott, with a history of quality dating back to 1872, provides innovative cutting and measuring products for the school, home and office as well as industrial safety cutting. Principal products under the Westcott brand include scissors, rulers, pencil sharpeners, paper trimmers, safety cutters, lettering products, glue guns and other craft products. Westcott is one of the leading scissor and ruler brands in North America.

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Many of the Westcott branded cutting products contain patented titanium bonding and proprietary non-stick coatings, making the blades more than three times harder than stainless steel as well as reducing friction and corrosion.  In 2019, Westcott continued to build on its cutting line with an expanded assortment of the Saber and ceramic safety knives, allowing its customers to remain safer on the job. Also in the cutting line in 2019, Westcott introduced the Glide technology scissor with its low friction fulcrum and adjustable tension. Westcott also continued to innovate in the glue gun category-launching a cordless lithium ion glue gun which heats up in 20 seconds and has a 30-minute run time.

Hardware, Industrial and Sporting Goods

Clauss

Clauss, with its roots dating back to 1877, offers a line of quality cutting tools for professionals in the hardware & industrial, lawn & garden, food processing, sewing and housewares channels. Many of the Clauss products are enhanced with the Company’s patented titanium and proprietary non-stick coatings.

Camillus

Since 1876 Camillus has been supplying innovative and high quality knives. The Camillus brand has a strong heritage in the hunting, sporting, survival and tactical markets. The Company acquired the brand in 2007 and re-launched it in 2009 with an updated and innovative line of fixed blade, folding knives, line of sight cutting tools and tactical tools. Many of the knives are enhanced with titanium carbonitride coatings to increase the hardness of the blade of up to 10 times that of untreated stainless steel.

 

Cuda

We launched the Cuda line of fishing tools and knives in 2014. Featuring titanium bonded German steels and alloys, Cuda tools provide world class hardness, corrosion and adhesive resistance. In July of 2014, Cuda won Best of Show in the “Fish Smart” category at the ICast show in Orlando, Florida. In January 2016, Cuda won six GOOD DESIGN awards from the Chicago Athenaeum, Museum of Architecture and Design. In 2017, Cuda launched a line of cut and puncture resistant gloves which feature quadruple layered Kevlar® and a line of telescopic landing nets featuring replaceable nets and a net containment system. In 2018, Cuda launched a Professional Series of knives, tools and fishing gaffs that are directed towards the commercial fishing market.

 

DMT

DMT products are leaders in diamond sharpening tools for knives, scissors, chisels, skis, skates and many other edges that require sharpening. DMT was founded in 1976 by aerospace engineers. The DMT products use a proprietary process of finely dispersed diamonds bonded to the surfaces of sharpeners and are famous for providing diamond sharpeners with the flattest sharpening surface, greatest concentrated amount of diamonds and the highest quality diamonds per sharpener.  In 2017, DMT launched 12 new diamond sharpeners that include a gear-driven sharpener, sonic sharpener and pull through sharpeners that provide a simple sharpening solution for beginners as well as sharpening experts.

FIRST AID AND SAFETY

First Aid and Safety

First Aid Only

The First Aid Only brand offers first aid and safety solutions that meet regulatory requirements for a broad range of industries.  The Smart Compliance® first aid system is an effective solution for maintaining OSHA compliance. The Company’s SafetyHub App technology digitizes the replenishment process for a broad range of Safety products and provides data analytics to manage costs. In 2019, we introduced our next generation SmartCompliance Complete ™ which offers a modular system that addresses first aid, bloodborne pathogen, bleed control, eyewash and OTC medication requirements for the most challenging workplace environments.

PhysiciansCare

The PhysiciansCare brand offers a variety of portable eyewash solutions and over-the counter medications, including the active ingredients aspirin, acetaminophen and ibuprofen.

 

Spill Magic

 

Spill Magic, an Acme United brand since 2017, is a leader in bodily fluid and spill clean-up solutions with a lightweight, absorbent powder that quickly encapsulates a spill. The Spill Response System provides all the necessary tools to effectively clean up spills, saving time, money and reducing slip & fall accidents in various venues, including grocery, retail, and big box stores; food service & hotel chains; municipal facilities; and industry-specific distributors in the U.S.

 

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Intellectual Property

The Company owns many patents and trademarks that are important to its business. The Company’s success depends in part on its ability to maintain patent protection for its products, to preserve its proprietary technology and to operate without infringing upon the patents or proprietary rights of others. The Company generally files patent applications in the United States and foreign countries where patent protection for its technology is appropriate and available. The Company also considers its trademarks important to the success of its business. The more significant trademarks include Westcott, Clauss, Camillus, PhysiciansCare, First Aid Only, Cuda, DMT, Pac-Kit and Spill Magic. Patents and trademarks are amortized over their estimated useful lives. The weighted average amortization period remaining for intangible assets at December 31, 2019 was 10 years.

Product Distribution; Major Customers

Independent manufacturer representatives and direct sales are primarily used to sell the Company’s line of consumer products to wholesale, contract and retail stationery distributors, office supply super stores, school supply distributors, industrial distributors, wholesale florists, mass market and ecommerce retailers and hardware chains (including through their websites). The Company also sells a limited selection of its products directly to consumers through its own websites. The Company had one customer in 2019 and 2018 that individually exceeded 10% of consolidated net sales. Net sales to this one customer were approximately 17% and 16% of consolidated net sales in 2019 and 2018, respectively.  

Competition

The Company competes with many companies in each market and geographic area. The Company believes that the principal points of competition in these markets are product innovation, quality, price, merchandising, design and engineering capabilities, product development, timeliness and completeness of delivery, conformity to customer specifications and post-sale support. The major competitors in the cutting category are 3M and Fiskars Corporation. The major competitor in the pencil sharpener category is Bostitch and Elmers. The major competitors in the first aid and safety category are Honeywell and Cintas.

Seasonality

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.

Compliance with Environmental Laws

The Company believes that it is in compliance with applicable environmental laws. The Company anticipates that no material adverse financial impact will result from compliance with current environmental rules and regulations.

Employees

As of December 31, 2019, the Company employed 441 people, all of whom are full time and none of whom is covered by union contracts. Employee relations are considered good and no foreseeable problems with the work force are evident.

Available Information

You may obtain at no charge, a copy of the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports on the Company’s website at http://www.acmeunited.com or by contacting the Investor Relations Department at the Company’s corporate offices by calling (203) 254-6060. Such reports and other information are made available as soon as reasonably practicable after such material is filed with or furnished to the SEC.

Item 1A. Risk Factors

The Company is subject to a number of significant operational risks that might cause the Company’s actual results to vary materially from its forecasts, targets or projections, including:

 

achieving planned revenue and profit growth in each of the Company's business segments;

 

changes in customer requirements and in the volume of sales to principal customers;

 

the ability of the Company to anticipate timing of orders and shipments particularly in the ecommerce area;

 

emergence of new competitors or consolidation of existing competitors; and

 

industry demand fluctuations.

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The Company’s expectations for both short and long-term future net revenues are based on the Company’s estimates of future demand. Orders from the Company’s principal customers are ultimately based on demand from end-users and end-user demand can be difficult to predict. Low end-user demand would negatively affect orders the Company receives from distributors and other principal customers which could, in turn adversely affect the Company’s revenues in any fiscal period. If the Company’s estimates of sales are not accurate and the Company experiences unforeseen variability in its revenues and operating results, the Company may be unable to adjust its expense levels accordingly and its profit margins could be adversely affected.

Because our products are primarily sold by third parties, our financial results depend in part on the financial health of these parties and any loss of a third party distributor could adversely affect the Company’s revenues.

A large majority of the Company’s products are sold through third-party distributors and large retailers. Some of our distributors also market products that compete with our products. Changes in the financial or business conditions or the purchasing decisions of these third parties or their customers could affect our sales and profitability.

Additionally, no assurances can be given that any or all of such distributors or retailers will continue their relationships with the Company. Distributors and other significant retail customers cannot easily be replaced and the loss of revenues and the Company’s inability to reduce expenses to compensate for the loss of revenues could adversely affect the Company’s net revenues and profit margins.

 

The ability to deliver products to our customers in a timely manner and to satisfy our customers’ fulfillment standards are subject to several factors, some of which are beyond our control.

Customers place great emphasis on timely delivery of our products for specific selling seasons, especially during our second and third fiscal quarters, and on the fulfillment of consumer demand throughout the year. We cannot control all of the various factors that might affect product delivery to customers. Vendor production delays, cybersecurity attacks on our vendors, difficulties encountered in shipping from overseas and customs clearance delays are on-going risks of our business. We also rely upon third-party carriers for our product shipments from our distribution centers to customers. Accordingly, we are subject to risks, including labor disputes, inclement weather, natural disasters, cybersecurity attacks, possible acts of terrorism, availability of shipping containers, and increased security restrictions associated with such carriers’ ability to provide delivery services to meet our shipping needs.  Failure to deliver products to our customers in a timely and effective manner, often under special vendor requirements to use specific carriers and delivery schedules, could damage our reputation and brands and result in loss of customers or reduced orders.

Reliance on foreign suppliers could adversely affect the Company’s business.

The Company sources its products from suppliers located in Asia, Europe and the United States. The Company’s Asia vendors are located primarily in China, which subjects the Company to various risks within the region including regulatory, political, economic and foreign currency changes. The Company’s ability to select and retain reliable vendors and suppliers who provide timely deliveries of quality products efficiently will impact its success in meeting customer demand for timely delivery of quality products. The Company’s sourcing operations and its vendors are impacted by labor costs in China. Labor historically has been readily available at low cost relative to labor costs in North America. However, as China is experiencing rapid social, political and economic changes, labor costs have risen in some regions and there can be no assurance that labor will continue to be available to the Company in China at costs consistent with historical levels or that changes in labor or other laws will not be enacted which would have a material adverse effect on the Company’s operations in China. Interruption of supplies from any of the Company’s vendors, or the loss of one or more key vendors, could have a negative effect on the Company’s business and operating results.

Changes in currency exchange rates might negatively affect the profitability and business prospects of the Company and its overseas vendors. In particular, the Chinese Renminbi has recently fluctuated against the U.S. Dollar, if the Chinese Renminbi continues to fluctuate with respect to the U.S. Dollar in the future, the Company may experience cost increases on such purchases, and this can adversely impact profitability. Future interventions by China may result in further currency appreciation and increase our product costs over time.  The Company may not be successful at implementing customer pricing or other actions in an effort to mitigate the related effects of the product cost increases.

Additional factors that could adversely affect the Company’s business include increases in transportation costs, new or increased import duties, transportation delays, work stoppages, capacity constraints and poor quality.

The Company’s operations are increasingly global in nature. Our business, financial condition and results of operations could be adversely affected by the political and economic conditions in the countries in which we conduct business, by fluctuations in currency exchange rates and other factors related to our international operations.

As our international operations and activities expand, we face increasing exposure to the risks of operating in foreign countries. These factors include:

 

Changes generally in political, regulatory or economic conditions in the countries in which we conduct business.

 

Trade protection measures in favor of local producers of competing products, including government subsidies, tax benefits, changes in local tax rates, trade actions (such as anti-dumping proceedings) and other measures giving local producers a competitive advantage over the Company.

 

Changes in foreign currency exchange rates which could adversely affect our competitive position, selling prices and manufacturing costs, and therefore the demand for our products in a particular market.

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These risks could affect the cost of manufacturing and selling our products, our pricing, sales volume, and ultimately our financial performance. The likelihood of such occurrences and their potential effect on the Company vary from country to country and are unpredictable.

 

The Coronavirus could materially adversely affect our results

If a pandemic, epidemic or outbreak of an infectious disease occurs, our business may be adversely affected. For example, in December 2019, a new strain of the coronavirus (COVID-19) spread through China as well as other countries including the United States and countries in Europe, bringing the total to at least 100 countries worldwide with confirmed cases of COVID-19. The impact of the virus varies from region to region and from day to day and any significant additional spreading of the virus could adversely affect the Company’s business. 

At the time of this filing, COVID-19 has not caused significant disruption in the Company’s business and the Company currently has sufficient inventory to meet anticipated demands in the near future.  However, the outbreak of the COVID-19 virus is likely to have a further negative impact in 2020 on the global economy and, in the future, might impact the Company’s ability to manufacture, source or distribute its products both domestically and internationally or reduce demand for its products, any of which could have a significant negative impact on the Company’s financial results in 2020 and beyond. Given the dynamic nature of this outbreak, however, the extent to which the COVID-19 virus impacts the Company’s results will depend on future developments, which remain highly uncertain and cannot be predicted at this time.

Continuing uncertainty in the global economy could negatively impact our business.

Uncertainty in the global economy could adversely affect our customers and our suppliers and businesses such as ours. In addition, any uncertainty could have a variety of negative effects on the Company, such as reduction in revenues, increased costs, lower gross margin percentages, increased allowances for doubtful accounts and/or write-offs of accounts receivable and could otherwise have material adverse effects on our business, results of operations, financial condition and cash flows.

 

Changes in trade policies, including the imposition of tariffs and their enforcement, may have a material adverse impact on our business, results of operations, and outlook.

On September 24, 2018, the United States levied a third round of tariffs on the import of some products from China, which is an important source of many of the Company’s products. The first two rounds targeted $50 billion of Chinese goods and applied a 25% tariff; these rounds had no impact on the Company. The third round targeted an additional $200 billion of Chinese goods and applied a 10% tariff that was scheduled to increase to 25% at the start of 2019 but has been delayed. This latest round affects approximately 10% of the Company’s product purchases and will increase our costs of procurement. These tariffs affect certain measuring products, folding knives and first aid components. In response to these tariffs, the Company has implemented a price increase on the affected products in order to offset their impact. Tariff levels may be further increased and the types of products subject to tariffs may be expanded. Although the Company intends to pass additional price increases on to our customers, such tariff-related developments could have a negative impact on customer demand and adversely affect our business, financial condition and results of operations. In addition, we might have to modify our current business practices, including potentially sourcing from alternative vendors.

The Company’s business is subject to risks associated with seasonality which could adversely affect its cash flow, financial condition, or results of operations.

The Company’s business, historically, has experienced higher sales volume in the second and third quarters of the calendar year, when compared to the first and fourth quarters. The Company is a major supplier of products related to the “back-to-school” season, which occurs principally during the months of May through August. If this typical seasonal increase in sales of certain portions of the Company’s product line does not materialize in any year, the Company could experience a material adverse effect on its business, financial condition and results of operations.

Failure to manage growth and continue to expand our operations successfully could adversely affect our financial results.

Our business has experienced significant historical growth over the years, and we expect our business to continue to grow organically and through strategic acquisitions. This growth places significant demands on management and operational systems. If we cannot effectively manage our growth, it is likely to result in operational inefficiencies and ineffective management of our business thus negatively impacting our operating results. To the extent we grow through strategic acquisitions, our success will depend on selecting the appropriate targets, integrating such acquisitions quickly and effectively and realizing any expected synergies and cost savings related to such acquisitions.

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Loss of a major customer could result in a decrease in the Company’s future sales and earnings.

Sales of our products are primarily concentrated in a few major customers including office product superstores and mass market distributors. The Company had one customer in 2019 and 2018 that individually exceeded 10% of consolidated net sales. Net sales to this one customer were approximately 17% and 16% of consolidated net sales in 2019 and 2018, respectively.  The Company anticipates that a limited number of customers may account for a substantial portion of its total net revenues for the foreseeable future. The business risks associated with this concentration, including increased credit risks for these and other customers and the possibility of related bad debt write-offs, could negatively affect our margins and profits. Additionally, the loss of a major customer, whether through competition or consolidation, or a disruption in sales to such a customer, could result in a decrease of the Company’s future sales and earnings.

The loss of key management could adversely affect the Company’s ability to run its business.

The Company’s success depends, to a large extent, on the continued service of its executive management team, operating officers and other key personnel. The Company must therefore continue to recruit, retain and motivate management and operating personnel sufficient to maintain its current business and support its projected growth. The Company’s inability to meet its staffing requirements in the future could adversely affect its results of operations.

Execution or the lack thereof, of our e-commerce business may reduce our operating results.

Our e-commerce business constituted approximately 12% of our net sales in 2019 and has been our fastest growing distribution channel over the last several years. The continued successful growth of our e-commerce business depends, in part, on third parties and factors over which we have limited control, including difficulty forecasting demand, changing consumer preferences, and e-commerce buying trends, both domestically and abroad, as well as promotional or other advertising initiatives employed by our customers or other third parties on their e-commerce sites.  Additionally, sales in our e-commerce distribution channel may also divert sales from our other customers.

 

Additionally, the success of our e-commerce business depends, in part, on the timely receipt of our products by our customers and their end users. The efficient flow of our products requires that our distribution facilities have adequate capacity to support increases in our e-commerce business. If we encounter difficulties with forecasting and supply to our distribution facilities, we could face shortages of inventory, resulting in “out of stock” conditions in the e-commerce sites operated by our customers or other third parties, and we could incur significantly higher costs and longer lead times associated with distributing our products to our customers.

Our failure to successfully respond to these risks and uncertainties might adversely affect the sales in our e-commerce business, as well as damage our brands.

Failure to protect the Company’s proprietary rights or the costs of protecting these rights could adversely affect its business.

The Company’s success depends in part on its ability to obtain patents and trademarks and to preserve other intellectual property rights covering its products and processes. The Company has obtained certain domestic and foreign patents and intends to continue to seek patents on its inventions when appropriate. The process of seeking patent protection can be time consuming and expensive. There can be no assurance that pending patents related to any of the Company’s products will be issued, in which case the Company may not be able to legally prevent others from producing similar and/or compatible competing products. If other companies were to sell similar and/or compatible competing products, the Company’s results of operations could be adversely affected. Furthermore, there can be no assurance that the Company’s efforts to protect its intellectual property will be successful. Any infringement of the Company’s intellectual property or legal defence of such action could have a material adverse effect on the Company.

The Company is subject to intense competition in all of the markets in which it competes.

The Company’s products are sold in highly competitive markets including at mass merchants, high volume office supply stores and online. The Company believes that the principal points of competition in these markets are product innovation, quality, price, merchandising, design and engineering capabilities, product development, timeliness and completeness of delivery, conformity to customer specifications and post-sale support. Competitive conditions may require the Company to match or better competitors’ prices to retain business or market shares. The Company believes that its competitive position will depend on continued investment in innovation and product development, manufacturing and sourcing, quality standards, marketing and customer service and support. The Company’s success will depend in part on its ability to anticipate and offer products that appeal to the changing needs and preferences of our customers in the various market categories in which it competes. The Company may not have sufficient resources to make the investments that may be necessary to anticipate those changing needs and the Company may not anticipate, identify, develop and market products successfully or otherwise be successful in maintaining its competitive position. In addition, there are numerous uncertainties inherent in successfully developing and commercializing innovative new products on a continuing basis, and new product launches may not provide expected growth results. There are no significant barriers to entry into the markets for most of the Company’s products.

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Compromises of our information systems or unauthorized access to confidential information or our customers' or associates' personal information may materially harm our business or damage our reputation.

Through our sales and marketing activities and our business operations, we collect and store confidential information and certain personal information from our customers and associates. We also process payment card information and check information. In addition, in the normal course of business, we gather and retain personal information about our associates and generate and have access to confidential business information. Although we have taken steps designed to safeguard such information, there can be no assurance that such information will be protected against unauthorized access or disclosure. Computer hackers may attempt to penetrate our or our vendors' network security and, if successful, misappropriate such information. An Acme United associate, contractor or other third-party with whom we do business may also attempt to circumvent our security measures in order to obtain such information or inadvertently cause a breach involving such information. We could be subject to liability for failure to comply with privacy and information security laws, for failing to protect personal information, or for misusing personal information, such as use of such information for an unauthorized marketing purpose. Any compromise of our systems or data could disrupt our operations, damage our reputation, and expose us to claims from customers, financial institutions, regulators, payment card associations, employees and other persons, any of which could have an adverse effect on our business, financial condition and results of operations.

The Company may not be able to maintain or to raise prices in response to inflation and increasing costs.

Future market and competitive pressures may prohibit the Company from raising prices to offset increased product costs, freight costs and other inflationary items or to offset currency fluctuations. The inability to pass these costs through to the Company’s customers could have a negative effect on its results of operations.

The Company may need to raise additional capital to fund its operations.

The Company’s management believes that, under current conditions, the Company’s current cash and cash equivalents, cash generated by operations, together with the borrowing availability under its revolving loan agreement with HSBC Bank N.A., will be sufficient to fund planned operations for the next twelve months from the issuance date of this report. However, if the Company is unable to generate sufficient cash from operations, it may be required to find additional funding sources. If adequate financing is unavailable or is unavailable on acceptable terms, the Company may be unable to maintain, develop or enhance its operations, products and services, take advantage of future opportunities or adequately respond to competitive pressures.

Changes in interest rates could adversely affect us.

We have exposure to increases in interest rates under our revolving credit loan agreement with HSBC Bank, N.A. which presently bears interest at the Prime Rate less 1.25%.  In response to the last global economic recession, actions of the U.S. Federal Reserve and other central banking institutions, were taken to create and maintain a low interest rate environment. Increases in interest rates would increase our interest costs on our variable-rate debt as well as any future fixed rate debt, we may incur at higher interest rates, and interest which we pay reduces our cash available for working capital, acquisitions, and other uses.

Product liability claims or regulatory actions could adversely affect the Company's financial results and reputation.

Claims for losses or injuries allegedly caused by some of the Company’s products arise in the ordinary course of its business. In addition to the risk of substantial monetary judgments, product liability claims or regulatory actions could result in negative publicity that could harm the Company’s reputation in the marketplace or the value of its brands. The Company also could be required to recall possible defective products, which could result in adverse publicity and significant expenses. Although the Company maintains product liability insurance coverage, potential product liability claims are subject to a deductible or could be excluded under the terms of the policy.

The Company is subject to environmental regulation and environmental risks.

The Company is subject to national, state, provincial and/or local environmental laws and regulations that impose limitations and prohibitions on the discharge and emission of, and establish standards for the use, disposal and management of, certain materials and waste. These environmental laws and regulations also impose liability for the costs of investigating and cleaning up sites, and certain damages resulting from present and past spills, disposals, or other releases of hazardous substances or materials. Environmental laws and regulations can be complex and may change often. Capital and operating expenses required to comply with environmental laws and regulations can be significant, and violations may result in substantial fines and penalties. In addition, environmental laws and regulations, such as the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, in the United States impose liability on several grounds for the investigation and cleanup of contaminated soil, ground water and buildings and for damages to natural resources on a wide range of properties. For example, contamination at properties formerly owned or operated by the Company, as well as at properties it will own and operate, and properties to which hazardous substances were sent by the Company, may result in liability for the Company under environmental laws and regulations. The costs of complying with environmental laws and regulations and any claims concerning noncompliance, or liability with respect to contamination in the future could have a material adverse effect on the Company’s financial condition or results of operations.

9


 

We cannot provide assurance that we will continue to pay dividends or purchase shares of our common stock under our stock repurchase program.

We continue to pay and declare dividends on a quarterly basis and we anticipate that we will continue to do so. However, there can be no assurance that we will have sufficient cash or surplus under the law to be able to continue to pay dividends at our current level or purchase shares of our common stock under our stock repurchase programs. At December 31, 2019, a total of 217,999 may be purchased in the future under the repurchase programs which the Company announced in 2010 and 2019. This may result from extraordinary cash expenses, actual expenses exceeding contemplated costs, funding of capital expenditures, increases in reserves or lack of available capital. We may also suspend the payment of dividends or our stock repurchase program if the Board deems such action to be in the best interests of our shareholders. If we do not pay dividends or decrease the amount of dividends we pay, the price of our common stock would likely decrease.

Our shares of common stock are thinly traded and our stock price may be volatile.

Because our common stock is thinly traded, its market price may fluctuate significantly more than the stock market in general or the stock prices of other companies listed on major stock exchanges. There were approximately 2,936,360 shares of our common stock held by non-affiliates as of December 31, 2019. Thus, our common stock is less liquid than the stock of companies with broader public ownership, and, as a result, the trading price for shares of our common stock may be more volatile. Among other things, trading of a relatively small volume of our common stock may have a greater impact on the trading price for our stock than would be the case if our public float were larger.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

 

Location

 

Square

Footage

 

Purpose

Owned

 

 

 

 

Rocky Mount, NC

Vancouver, WA

Solingen, Germany

 

340,000

53,000

35,000

 

Warehousing and distribution

Warehousing and distribution

Warehousing, distribution and administrative

 

 

428,000

 

 

Leased

 

 

 

 

Fairfield, CT

 

  15,400

 

Administrative

Bentonville, AK

 

    1,500

 

Administrative

Marlborough, MA

 

  28,000

 

Manufacturing, warehousing and distribution

Santa Ana, CA

 

  10,000

 

Manufacturing, warehousing, distribution and administrative

La Vergne, TN

 

  56,000

 

Manufacturing, warehousing and distribution

Mount Forest, Ontario, Canada

 

  42,500

 

Warehousing and distribution

Orangeville, Ontario, Canada

 

    2,850

 

Administrative

Hong Kong, China

 

    2,750

 

Administrative

Guangzhou, China

 

    3,500

 

Administrative

Ningbo, China

 

    1,800

 

Administrative

 

 

121,300

 

 

 

 

 

 

 

Total:

 

549,300

 

 

 

The Company’s facilities located in the United States and China are utilized by all of its segments.  The Company’s facilities located in Canada and Germany are utilized by its Canadian segment and its European segment, respectively.

Management believes that the Company's facilities, whether leased or owned, are adequate to meet its current needs and should continue to be adequate for the foreseeable future.

Item 3. Legal Proceedings

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 agency.

Item 4. Mine Safety Disclosures

Not applicable.

 

10


 

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company's Common Stock is traded on the NYSE American under the symbol "ACU".

Issuer Purchases of Equity Securities

On November 14, 2019, the Company announced a Common Stock repurchase program of up to a total 200,000 shares. During the twelve months ended December 31, 2019, the Company did not repurchase any shares of its Common Stock. As of December 31, 2019, a total of 17,999 shares may be purchased in the future under the repurchase program announced in 2010 and 200,000 may be purchased under the repurchase program announced in 2019. Neither the 2010 nor the 2019 program have an expiration date

Item 6. Selected Financial Data

As a smaller reporting company, the Company is not required to provide this information.

11


 

Item 7. 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 including, 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) changes in client needs and consumer spending habits; (iv) the impact of competition and technological changes on the Company; (v) the Company’s ability to manage its growth effectively, including its ability to successfully integrate any business it might acquire; (vi) currency fluctuations; (vii) increases in the cost of borrowings resulting from rising interest rates; (viii) 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 (ix) 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 set forth above in Item 1A of this Annual Report on Form 10-K.

Critical Accounting Policies

The following discussion and analysis of financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in conformity with generally accepted accounting principles in the United States of America. The Company’s significant accounting policies are more fully described in Note 2 of the notes to consolidated financial statements. Certain accounting estimates are particularly important to the understanding of the Company’s financial position and results of operations and require the application of significant judgment by the Company’s management and can be materially affected by changes from period to period in economic factors or conditions that are outside the control of management. The Company’s management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on historical operations, future business plans and projected financial results, the terms of existing contracts, the observance of trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The following discusses the Company’s critical accounting policies and estimates:

Estimates – Operating results may be affected by certain accounting estimates. The most sensitive and significant accounting estimates in the financial statements relate to customer rebates, valuation allowances for deferred income tax assets, obsolete and slow moving inventories, potentially uncollectible accounts receivable, pension liability and accruals for income taxes. Although the Company’s management has used available information to make judgments on the appropriate estimates to account for the above matters, there can be no assurance that future events will not significantly affect the estimated amounts related to these areas where estimates are required. However, historically, actual results have not been materially different than original estimates.

Revenue Recognition – Revenue is recognized when the price is fixed, the title and risks and rewards of ownership have passed to the customer, and when collection is reasonably assured. Depending on the contractual terms of each customer, revenue is recognized either at the time of shipment or upon delivery. When revenue is recorded, estimates of returns are made and recorded as a reduction of revenue. Customer rebates and incentives earned based on promotional programs in place, volume of purchases or other factors are also estimated at the time of revenue recognition and recorded as a reduction of that revenue. Refer to Note 9 – Revenue from Contracts with Customers

Allowance for Doubtful Accounts – The Company provides an allowance for doubtful accounts based upon a review of outstanding accounts receivable, historical collection information and existing economic conditions. The allowance for doubtful accounts represents estimated uncollectible accounts receivables associated with potential customer defaults on contractual obligations, usually due to potential insolvencies. The allowance includes amounts for certain customers where a risk of default has been specifically identified. In addition, the allowance includes a provision for customer defaults based on historical experience. The Company actively monitors its accounts receivable balances, and its historical experience of annual accounts receivable write-offs has been negligible.

Customer Rebates – Customer rebates and incentives are a common practice in the office products industry. We incur customer rebate costs to obtain favorable product placement, to promote sell-through of products and to maintain competitive pricing. Customer rebate costs and incentives, including volume rebates, promotional funds, catalog allowances and slotting fees, are accounted for as a reduction to gross sales. These costs are recorded at the time of sale and are based on individual customer contracts. Management periodically reviews accruals for these rebates and allowances and adjusts accruals when appropriate.

12


 

Obsolete and Slow Moving Inventory – Inventories are stated at the lower of cost, determined on the first-in, first-out method, or net realizable value. An allowance is established to adjust the cost of inventory to its net realizable value. Inventory allowances are recorded for obsolete or slow moving inventory based on assumptions about future demand and marketability of products, the impact of new product introductions and specific identification of items, such as discontinued products. These estimates could vary significantly from actual requirements if future economic conditions, customer inventory levels or competitive conditions differ from expectations.

Income Taxes – Deferred income tax liabilities or assets are established for temporary differences between financial and tax reporting bases and are subsequently adjusted to reflect changes in tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is recorded to reduce deferred income tax assets to an amount that is more likely than not to be realized.

Intangible Assets and Goodwill – Intangible assets with finite useful lives are recorded at cost upon acquisition and amortized over the term of the related contract, if any, or useful life, as applicable. Intangible assets held by the Company with finite useful lives include patents and trademarks. The weighted average amortization period for intangible assets at December 31, 2019 was 10 years. The Company periodically reviews the values recorded for intangible assets and goodwill to assess recoverability from future operations whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. At December 31, 2019 and 2018, the Company assessed the recoverability of its long-lived assets and goodwill and believed that there were no events or circumstances present that would require a test of recoverability on those assets. As a result, there was no impairment of the carrying amounts of such assets and no reduction in their estimated useful lives.

Leases - The Company determines whether an arrangement is a 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.  

ROU assets and lease liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised.  Lease arrangements with lease and non-lease components are generally accounted for as a single lease component.  

Pension Obligation – The pension benefit obligation is based on various assumptions used by third-party actuaries in calculating this amount.  These assumptions include discount rates, expected return on plan assets, mortality rates and other factors.  Revisions in assumptions and actual results that differ from the assumptions affect future expenses, cash funding requirements and obligations.  Our funding policy is to fund the plan in accordance with applicable requirements of the Internal Revenue Code and regulations.

These assumptions are reviewed annually and updated as required. The Company has a frozen defined benefit pension plan.  Two assumptions, the discount rate and the expected return on plan assets, are important elements of expense and liability measurement.

We determine the discount rate used to measure plan liabilities as of the December 31 measurement date. The discount rate reflects the current rate at which the associated liabilities could be effectively settled at the end of the year. In estimating this rate, we look at rates of return on fixed-income investments of similar duration to the liabilities in the plan that receive high, investment grade ratings by recognized ratings agencies. Using these methodologies, we determined a discount rate of 2.74% to be appropriate as of December 31, 2019, which is a decrease of 1.13 percentage points from the rate used as of December 31, 2018.

The expected long-term rate of return on assets considers the Company’s historical results and projected returns for similar allocations among asset classes. In accordance with generally accepted accounting principles, actual results that differ from the Company’s assumptions are accumulated and amortized over future periods and, therefore, affect expense and obligation in future periods. For the U.S. pension plan, our assumption for the expected return on plan assets was 6.0% for 2019. For more information concerning these costs and obligations, see the discussion in Note 6 – Pension and Profit Sharing, in the notes to the Company’s consolidated financial statements in this report.

Accounting for Stock-Based Compensation – Stock based compensation cost is measured at the grant date fair value of the award and is recognized as expense over the requisite service period. The Company uses the Black-Scholes option - pricing model to determine fair value of the awards, which involves certain subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected term”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”) and the number of options for which vesting requirements will not be completed (“forfeitures”). Changes in the subjective assumptions can materially affect estimates of fair value stock-based compensation, and the related amount recognized on the consolidated statements of operations. Refer to Note 11 – Stock Option Plans, in the notes to consolidated financial statements in this report for a more detailed discussion.

Results of Operations 2019 Compared with 2018

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.

13


 

Net Sales

In 2019, sales increased by $5,135,947, or 4%, to $142,457,342 compared to $137,321,395 in 2018.

The U.S. segment sales increased by 4%, in 2019 compared to 2018 due to strong sales of first aid and safety products.

Sales in Canada decreased 5% in U.S. dollars and 3% in local currency compared to the same period in 2018 primarily due to lower sales in the office products market.

Sales in Europe increased 8% in U.S. dollars and 14% in local currency compared to last year mainly due to new customers in the office products channel, growth in sales of DMT sharpening products, and strong e-commerce demand for these products.

Gross Profit

Gross profit was 36.5% of net sales in 2019 compared to 36.9% in 2018.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expenses were $43,571,510 in 2019 compared with $43,192,076 in 2018, an increase of $379,434, or 1%. SG&A expenses were 30.6% of net sales in 2019 compared to 31.5% in 2018. The increase in SG&A expenses was primarily due to higher personnel related costs, which include compensation and recruiting costs.

Operating Income

Operating income was $8,429,348 in 2019, compared with $7,456,906 in 2018. Operating income in the U.S. segment increased by approximately $1,096,000, primarily due to higher sales. Operating income in Canada decreased by approximately $113,000, primarily due to lower sales. Operating income in the European segment decreased by approximately $11,000.

Interest Expense, Net

Net interest expense for 2019 was $1,788,512, compared with $1,858,224 for 2018, a decrease of $69,712. The decrease in interest expense, net for 2019, was primarily the result of a lower average borrowings partially offset by a higher average interest rate during 2019.

Other Expense

Other expense was $97,627 in 2019 compared to $68,458 in 2018. The increase in other expense is primarily related to foreign currency transactions.

Income Tax Expense

Income tax expense was $1,029,556 in 2019, resulting in an effective tax rate of 16% compared to $932,874, an effective tax rate of 17% in 2018.

Off-Balance Sheet Transactions

The Company did not engage in any off-balance sheet transactions during 2019.

Liquidity and Capital Resources

During 2019, working capital decreased by approximately $3.1 million compared to December 31, 2018. Inventory decreased by approximately $2.1 million, or 5%.  The Company expects that changes in inventory levels will continue to be consistent with changes in sales, including the seasonal impact on the Company’s revenue stream. Inventory turnover, calculated using a twelve month average inventory balance, was 2.3 at December 31, 2019 as compared to 2.1 at December 31, 2018. The reserve for slow moving and obsolete inventory was $696,486 at December 31, 2019 compared to $538,354 at December 31, 2018. We do not anticipate significant increases in the allowance for slow moving and obsolete inventory in the ordinary course of business during 2020.

Receivables increased by approximately $0.4 million at December 31, 2019 compared to December 31, 2018. The average number of days sales outstanding in accounts receivable was 64 days in 2019 compared to 66 days in 2018. Accounts payable and other current liabilities increased by approximately $2.3 million.

Long-term debt consists of borrowings under the Company’s revolving loan agreement with HSBC Bank, N.A. The agreement provides for borrowings of up to $50 million at Prime Rate less 1.25%. The credit facility has an expiration date of May 24, 2023. 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.  The facility is intended to provide liquidity for growth, share repurchases, dividends, acquisition and other business activities.  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 zero, measured as of the end of each fiscal year. At December 31, 2019, the Company was in compliance with the covenants then in effect under the loan agreement.  

14


 

At December 31, 2019, total debt outstanding under the Company’s revolving credit facility decreased by approximately $7.0 million compared to total debt at December 31, 2018. As of December 31, 2019, $33,240,407 was outstanding and $16,759,593 was available for borrowing under the Company’s revolving credit facility.

On October 26, 2017, the Company exercised its option to purchase its First Aid Only manufacturing and distribution center in Vancouver, WA for $4.0 million. The property consists of 53,000 square feet of office, manufacturing, and warehouse space on 2.86 acres. The purchase was financed by a variable rate mortgage with HSBC Bank, N.A. at an interest rate of LIBOR plus 2.5%. Commencing on December 1, 2017, principal payments of $22,222 are due monthly, with all amounts outstanding due on maturity on October 31, 2024. The outstanding principal on December 31, 2019 was $3,444,445.

Capital expenditures during 2019 and 2018 were $1,680,479 and $2,850,993, respectively, which were, in part, financed with borrowings under the Company’s revolving credit facility.

The Company believes that cash on hand, and cash generated from operating activities, together with funds available under its revolving credit facility, are expected, under current conditions, to be sufficient to finance the Company’s planned operations for at least the next twelve months from the issuance of this Form 10-K.

Recently Issued and Adopted Accounting Standards

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update eliminates, clarifies and modifies certain guidance related to the accounting for income taxes. ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2020.  The Company does not expect the adoption of ASU 2019-12 to have a material effect on its consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20), Disclosure Framework - Changes to the Disclosures Requirements for Defined Benefit Plans Income Statement - Reporting Comprehensive Income (Topic 220). This ASU removes disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant. ASU 2018-14 is effective for fiscal years ending after December 15, 2020. The Company does not expect the adoption of ASU 2018-14 to have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), associated with lease accounting. There have been further amendments, including practical expedients, with the issuance of ASU 2018-11, Leases (Topic 842) Targeted Improvements, in July 2018, and ASU 2018-20, Leases (Topic 842) Narrow Scope Improvements for Lessors, in December 2018. The amended guidance requires the recognition of lease assets and lease liabilities on the balance sheet for those leases with terms in excess of 12 months and currently classified as operating leases. Disclosure of key information about leasing arrangements will also be required. We elected the optional transition method which allows entities to continue to apply historical accounting guidance in the comparative periods presented in the year of adoption.

At transition, lessees and lessors may elect to apply a package of practical expedients permitting entities not to reassess: (i) whether any expired or existing contracts are or contain leases; (ii) lease classification for any expired or existing leases; and (iii) whether initial direct costs for any expired or existing leases qualify for capitalization under the amended guidance. These practical expedients must be elected as a package and consistently applied. We elected to apply the package of practical expedients upon adoption.

Upon adoption of the amended guidance, the Company recorded operating lease right-of-use assets and related liabilities of approximately $2.9 million, primarily related to real estate leases. The amended guidance did not have any other material impacts on our consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. ASU No. 2018-02 provides companies with an option to reclassify stranded tax effects within accumulated other comprehensive income (“AOCI”) to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. ASU No. 2018-02 also requires disclosure of a description of the accounting policy for releasing income tax effects from AOCI and whether an election was made to reclassify the stranded income tax effects from the Tax Cuts and Jobs Act. ASU No. 2018-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Companies can adopt the provisions of ASU No. 2018-02 in either the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. For Acme, this ASU was adopted effective January 1, 2019 and resulted in a reclassification between retained earnings and AOCI. The impact from this ASU increased retained earnings by approximately $0.1 million, with an offsetting increase to accumulated other comprehensive loss for the same amount.

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 aligns the accounting for share-based payment awards issued to employees and non-employees. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. The adoption of ASU 2018-07 did not have a material impact on the consolidated financial statements.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, the Company is not required to provide this information.

Item 8. Financial Statements and Supplementary Data

15


 

Acme United Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

For the years ended December 31,

 

 

 

2019

 

 

2018

 

Net sales

 

$

142,457,342

 

 

$

137,321,395

 

Cost of goods sold

 

 

90,456,484

 

 

 

86,672,413

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

52,000,858

 

 

 

50,648,982

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

43,571,510

 

 

 

43,192,076

 

Operating income

 

 

8,429,348

 

 

 

7,456,906

 

 

 

 

 

 

 

 

 

 

Non operating items:

 

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

 

Interest expense

 

 

(1,828,408

)

 

 

(1,891,042

)

Interest income

 

 

39,896

 

 

 

32,818

 

Interest expense, net

 

 

(1,788,512

)

 

 

(1,858,224

)

Other expense

 

 

(97,672

)

 

 

(67,458

)

Total other expense, net

 

 

(1,886,184

)

 

 

(1,925,682

)

Income before income tax expense

 

 

6,543,164

 

 

 

5,531,224

 

Income tax expense

 

 

1,029,556

 

 

 

932,874

 

Net income

 

$

5,513,608

 

 

$

4,598,350

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

Basic

 

$

1.65

 

 

$

1.36

 

Diluted

 

$

1.60

 

 

$

1.30

 

 

 

 

See accompanying Notes to Consolidated Financial Statements.

16


 

Acme United Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

For the Years Ended

 

 

 

December 31,

 

 

 

2019

 

 

2018

 

Net income

 

$

5,513,608

 

 

$

4,598,350

 

Other comprehensive gain (loss) -

 

 

 

 

 

 

 

 

Foreign currency translation

 

 

45,223

 

 

 

(461,374

)

Change in net prior service credit and actuarial gains, net of income

   tax expense

 

 

143,906

 

 

 

37,388

 

Total other comprehensive income (loss)

 

 

189,129

 

 

 

(423,986

)

Comprehensive income

 

$

5,702,737

 

 

$

4,174,364

 

 

See accompanying Notes to Consolidated Financial Statements.

17


 

Acme United Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS

 

 

 

December 31,

 

 

December 31,

 

 

 

 

2019

 

 

 

2018

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

6,821,883

 

 

$

4,409,042

 

Accounts receivable, less allowance

 

 

25,484,865

 

 

 

25,101,663

 

Inventories

 

 

39,261,105

 

 

 

41,332,137

 

Prepaid expenses and other current assets

 

 

1,578,248

 

 

 

2,149,295

 

Total current assets

 

 

73,146,101

 

 

 

72,992,137

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment:

 

 

 

 

 

 

 

 

Land

 

 

1,420,104

 

 

 

1,422,785

 

Buildings

 

 

10,095,529

 

 

 

10,143,678

 

Machinery and equipment

 

 

19,111,801

 

 

 

18,244,038

 

Total property, plant and equipment

 

 

30,627,434

 

 

 

29,810,501

 

Less: accumulated depreciation

 

 

16,591,890

 

 

 

15,267,877

 

Net property, plant and equipment

 

 

14,035,544

 

 

 

14,542,624

 

 

 

 

 

 

 

 

 

 

Intangible assets, less accumulated amortization

 

 

15,792,738

 

 

 

17,044,400

 

Goodwill

 

 

4,696,370

 

 

 

4,696,370

 

Operating lease right-of-use asset, net

 

 

2,989,272

 

 

 

-

 

Deferred income taxes

 

 

-

 

 

 

113,353

 

Other assets

 

 

88,828

 

 

 

88,902

 

Total assets

 

$

110,748,853

 

 

$

109,477,786

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

6,692,692

 

 

$

7,982,620

 

Operating lease liability - current portion

 

 

1,047,498

 

 

 

-

 

Current portion of mortgage payable

 

 

266,667

 

 

 

266,667

 

Other accrued liabilities

 

 

8,576,248

 

 

 

5,115,400

 

Total current liabilities

 

 

16,583,105

 

 

 

13,364,687

 

Long-term debt

 

 

33,240,407

 

 

 

40,283,115

 

Mortgage payable, net of current portion

 

 

3,177,778

 

 

 

3,444,445

 

Operating lease liability - non-current portion

 

 

1,960,996

 

 

 

-

 

Deferred income taxes

 

 

49,284

 

 

 

-

 

Other non-current liabilities

 

 

32,302

 

 

 

53,128

 

Total liabilities

 

 

55,043,872

 

 

 

57,145,375

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Common stock, par value $2.50: authorized 8,000,000 shares; issued -

   4,838,071 shares in 2019 and in 2018, including treasury stock

 

 

12,094,413

 

 

 

12,094,413

 

Treasury stock, at cost, 1,487,238 shares in 2019 and 2018

 

 

(14,235,190

)

 

 

(14,235,190

)

Additional paid-in capital

 

 

8,262,208

 

 

 

8,981,523

 

Accumulated other comprehensive loss

 

 

(1,987,870

)

 

 

(2,057,985

)

Retained earnings

 

 

51,571,420

 

 

 

47,549,650

 

Total stockholders' equity

 

 

55,704,981

 

 

 

52,332,411

 

Total liabilities and stockholders' equity

 

$

110,748,853

 

 

$

109,477,786

 

 

 

See accompanying Notes to Consolidated Financial Statements.

18


 

Acme United Corporation and Subsidiaries

 

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 

 

 

 

Outstanding

Shares of

Common Stock

 

 

Common Stock

 

 

Treasury

Stock

 

 

Additional

Paid-In Capital

 

 

Accumulated

Other

Comprehensive

Loss

 

 

Retained

Earnings

 

 

Total

 

Balances, December 31, 2017

 

 

3,374,061

 

 

$

12,094,413

 

 

$

(13,870,041

)

 

$

8,880,543

 

 

$

(1,633,999

)

 

$

44,467,077

 

 

$

49,937,993

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,598,350

 

 

 

4,598,350

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(423,986

)

 

 

 

 

 

 

(423,986

)

Stock compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

869,055

 

 

 

 

 

 

 

 

 

 

 

869,055

 

Distribution to shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,515,777

)

 

 

(1,515,777

)

Cash settlement of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(768,075

)

 

 

 

 

 

 

 

 

 

 

(768,075

)

Purchase of treasury stock

 

 

(23,228

)

 

 

 

 

 

 

(365,149

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(365,149

)

Balances, December 31, 2018

 

 

3,350,833

 

 

$

12,094,413

 

 

$

(14,235,190

)

 

$

8,981,523

 

 

$

(2,057,985

)

 

$

47,549,650

 

 

$

52,332,411

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,513,608

 

 

 

5,513,608

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

189,129

 

 

 

 

 

 

 

189,129

 

Adoption of ASU 2018-02

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(119,014

)

 

 

119,014

 

 

 

-

 

Stock compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

968,467

 

 

 

 

 

 

 

 

 

 

 

968,467

 

Distribution to shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,610,852

)

 

 

(1,610,852

)

Cash settlement of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,687,782

)

 

 

 

 

 

 

 

 

 

 

(1,687,782

)

Balances, December 31, 2019

 

 

3,350,833

 

 

$

12,094,413

 

 

$

(14,235,190

)

 

$

8,262,208

 

 

$

(1,987,870

)

 

$

51,571,420

 

 

$

55,704,981

 

 

See accompanying Notes to Consolidated Financial Statements.

 

19


 

Acme United Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

For the years ended December 31,

 

 

 

2019

 

 

2018

 

Operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

5,513,608

 

 

$

4,598,350

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

 

 

 

Depreciation

 

 

2,181,060

 

 

 

2,011,675

 

Amortization

 

 

1,251,662

 

 

 

1,217,525

 

Stock compensation expense

 

 

968,467

 

 

 

869,055

 

Deferred income taxes

 

 

162,637

 

 

 

396,233

 

Non-cash lease expense

 

 

19,222

 

 

 

-

 

Provision for doubtful accounts

 

 

290,128

 

 

 

156,000

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(784,562

)

 

 

651,988

 

Inventories

 

 

2,089,861

 

 

 

(1,580,151

)

Prepaid expenses and other current assets

 

 

666,070

 

 

 

573,604

 

Accounts payable

 

 

(1,525,060

)

 

 

(3,066,106

)

Other accrued liabilities

 

 

3,869,138

 

 

 

(1,352,904

)

Total adjustments

 

 

9,188,623

 

 

 

(123,081

)

Net cash provided by operating activities

 

 

14,702,231

 

 

 

4,475,269

 

Investing activities:

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

(1,680,479

)

 

 

(2,850,993

)

Purchase of intellectual property

 

 

-

 

 

 

(379,921

)

Net cash used by investing activities

 

 

(1,680,479

)

 

 

(3,230,914

)

Financing activities:

 

 

 

 

 

 

 

 

Net repayments of long-term debt

 

 

(7,042,708

)

 

 

(3,167,233

)

Repayments on mortgage

 

 

(266,667

)

 

 

(266,667

)

Distributions to shareholders

 

 

(1,608,956

)

 

 

(1,484,829

)

Cash settlement of stock options

 

 

(1,687,782

)

 

 

(768,075

)

Purchase of treasury stock

 

 

 

 

 

(365,149

)

Net cash used by financing activities

 

 

(10,606,113

)

 

 

(6,051,953

)

Effect of exchange rate changes

 

 

(2,799

)

 

 

(121,629

)

Net increase (decrease) in cash and cash equivalents

 

 

2,412,841

 

 

 

(4,929,227

)

Cash and cash equivalents at beginning of year

 

 

4,409,042

 

 

 

9,338,269

 

Cash and cash equivalents at end of year

 

$

6,821,883

 

 

$

4,409,042

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$

422,339

 

 

$

887,592

 

Cash paid for interest expense

 

$

1,863,961

 

 

$

1,855,356

 

 

 

See accompanying Notes to Consolidated Financial Statements.

20


 

Acme United Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Operations

The operations of Acme United Corporation (the “Company”) consist of three reportable segments. The operations of the Company are structured and evaluated based on geographic location. The three reportable segments operate in the United States (including Asian operations), Canada and Europe. Principal products across all segments are scissors, shears, knives, rulers, pencil sharpeners, first aid safety kits, and related products which are sold primarily to wholesale, contract and retail stationery distributors, office supply super stores, mass market retailers, industrial distributors, school supply distributors, drug store retailers, sporting goods stores, hardware chains and wholesale florists.

2. Accounting Policies

Estimates – The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most sensitive and significant accounting estimates relate to customer rebates, valuation allowances for deferred income tax assets, obsolete and slow-moving inventories, potentially uncollectible accounts receivable, pension liability and accruals for income taxes. Actual results could differ from those estimates.

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned by the Company. All significant intercompany accounts and transactions are eliminated in consolidation.

Translation of Foreign Currency – For foreign operations whose functional currencies are not U.S. dollars, assets and liabilities are translated at rates in effect at the end of the year; revenues and expenses are translated at average rates in effect during the year. Resulting translation adjustments are made directly to accumulated other comprehensive income. Foreign currency transaction gains and losses are recognized in operating results. Included in other expense were foreign currency transaction losses of $38,988 in 2019 and foreign currency transaction gains of $7,458 in 2018.

Cash Equivalents – Investments with an original maturity of three months or less, as well as time deposits and certificates of deposit that are readily redeemable at the date of purchase, are considered cash equivalents.

Accounts Receivable – Accounts receivable are shown less an allowance for doubtful accounts of $522,560 at December 31, 2019 and $462,132 at December 31, 2018.

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

Property, Plant and Equipment, and Depreciation – Property, plant and equipment is recorded at cost. Depreciation is computed by the straight-line method over the estimated useful lives of the assets, which range from 3 to 30 years.

Intangible Assets – Intangible assets with finite useful lives are recorded at cost upon acquisition and amortized over the term of the related contract or useful life, as applicable. Intangible assets held by the Company with finite useful lives include patents and trademarks. Patents and trademarks are amortized over their estimated useful lives. The weighted average amortization period for intangible assets at December 31, 2019 was 10 years. The Company periodically reviews the values recorded for intangible assets to assess recoverability from future operations whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. At December 31, 2019 and 2018, the Company assessed the recoverability of its long-lived assets and believed that there were no events or circumstances present that would require a test of recoverability on those assets. As a result, there was no impairment of the carrying amounts of such assets and no reduction in their estimated useful lives.

Deferred Income Taxes – Deferred income taxes are provided for the differences between the financial statement and tax bases of assets and liabilities, and on operating loss carryovers, using tax rates in effect in years in which the differences are expected to reverse.

Leases - The Company determines whether an arrangement is a 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.  

ROU assets and lease liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised.  Lease arrangements with lease and non-lease components are generally accounted for as a single lease component.  

21


 

Revenue Recognition – Revenue is recognized when the price is fixed, the title and risks and rewards of ownership have passed to the customer, and when collection is reasonably assured. Depending on the contractual terms of each customer, revenue is recognized either at the time of shipment or upon delivery. When revenue is recorded, estimates of returns are made and recorded as a reduction of revenue. Customer rebates and incentives earned based on promotional programs in place, volume of purchases or other factors are also estimated at the time of revenue recognition and recorded as a reduction of that revenue. Refer to Note 9 – Revenue from Contracts with Customers.

Research and Development – Research and development costs ($596,000 in 2019 and $734,000 in 2018) are included in selling, general and administrative expenses and expensed as incurred.

Shipping Costs – The costs of shipping product to our customers ($6,695,223 in 2019 and $7,553,410 in 2018) are included in selling, general and administrative expenses.

Advertising Costs – The Company expenses the production costs of advertising the first time that the related advertising takes place. Advertising costs ($1,104,543 in 2019 and $1,935,267 in 2018) are included in selling, general and administrative expenses.

Subsequent Events – The Company has evaluated events and transactions subsequent to December 31, 2019 through the date the consolidated financial statements were included in this Form 10-K and filed with the SEC.

Concentration – The Company performs ongoing credit evaluations of its customers and generally does not require collateral for the extension of credit. Allowances for credit losses are provided and have been within management's expectations. The Company had one customer in 2019 and 2018 that individually exceeded 10% of consolidated net sales. Net sales to this customer were approximately 17% and 16% of consolidated net sales in 2019 and 2018, respectively.

Recently Issued and Adopted Accounting Standards

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update eliminates, clarifies and modifies certain guidance related to the accounting for income taxes. ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2020.  The Company does not expect the adoption of ASU 2019-12 to have a material effect on its consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20), Disclosure Framework - Changes to the Disclosures Requirements for Defined Benefit Plans Income Statement - Reporting Comprehensive Income (Topic 220). This ASU removes disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant. ASU 2018-14 is effective for fiscal years ending after December 15, 2020. The Company does not expect the adoption of ASU 2018-14 to have a material impact on its consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 aligns the accounting for share-based payment awards issued to employees and non-employees. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. The Company does not expect the adoption of ASU 2018-07 to have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases, associated with lease accounting. There have been further amendments, including practical expedients, with the issuance of ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842, in January 2018, ASU 2018-11, Leases (Topic 842): Targeted Improvements, in July 2018 and ASU 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors, in December 2018. The amended guidance requires the recognition of lease assets and lease liabilities on the balance sheet for those leases with terms in excess of 12 months and currently classified as operating leases. Disclosure of key information about leasing arrangements will also be required. We elected the optional transition method which allows entities to continue to apply historical accounting guidance in the comparative periods presented in the year of adoption.

At transition, lessees and lessors may elect to apply a package of practical expedients permitting entities not to reassess: (i) whether any expired or existing contracts are or contain leases; (ii) lease classification for any expired or existing leases; and (iii) whether initial direct costs for any expired or existing leases qualify for capitalization under the amended guidance. These practical expedients must be elected as a package and consistently applied. The Company has elected to apply the package of practical expedients upon adoption.

Upon adoption of the amended guidance, the Company recorded operating lease right-of-use assets and related liabilities of approximately $2.9 million, primarily related to real estate leases. The Company currently does not expect the amended guidance to have any other material impact on our consolidated financial statements.

22


 

In February 2018, the FASB issued ASU No. 2018-02, Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. ASU No. 2018-02 provides companies with an option to reclassify stranded tax effects within accumulated other comprehensive income (“AOCI”) to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. ASU No. 2018-02 also requires disclosure of a description of the accounting policy for releasing income tax effects from AOCI and whether an election was made to reclassify the stranded income tax effects from the Tax Cuts and Jobs Act. ASU No. 2018-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Companies can adopt the provisions of ASU No. 2018-02 in either the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. This ASU was adopted effective January 1, 2019 and resulted in a reclassification between retained earnings and accumulated other comprehensive loss. The impact from this ASU increased retained earnings by approximately $0.1 million, with an offsetting increase to accumulated other comprehensive loss for the same amount.

 

3. Inventories

Inventories consisted of:

 

 

 

December 31,

 

 

 

2019

 

 

2018

 

Finished goods

 

$

32,899,114

 

 

$

33,427,983

 

Work in process

 

 

274,158

 

 

 

141,646

 

Materials and supplies

 

 

6,087,833

 

 

 

7,762,508

 

Inventories:

 

$

39,261,105

 

 

$

41,332,137

 

 

Inventories are stated net of valuation allowances for slow moving and obsolete inventory of $696,486 as of December 31, 2019 and $538,354 as of December 31, 2018.

4. Intangible Assets and Goodwill

The Company’s intangible assets and goodwill consisted of:

 

 

 

December 31,

 

 

 

2019

 

 

2018

 

First Aid Only Tradename

 

$

3,410,000

 

 

$

3,410,000

 

First Aid Only Customer List

 

 

5,500,010

 

 

 

5,500,010

 

DMT Trademarks

 

 

1,387,000

 

 

 

1,387,000

 

DMT Customer List

 

 

1,369,000

 

 

 

1,369,000

 

DMT Non-Compete

 

 

183,000

 

 

 

183,000

 

Slice License Agreement

 

 

379,921

 

 

 

          379,921

 

Patents

 

 

2,271,980

 

 

 

2,271,980

 

Trademarks

 

 

663,698

 

 

 

663,698

 

Pac-Kit Tradename, Customer List

 

 

1,500,000

 

 

 

1,500,000

 

Spill Magic Customer List

 

 

3,965,000

 

 

 

3,965,000

 

Spill Magic Trademarks

 

 

1,034,000

 

 

 

1,034,000

 

Spill Magic Non-Compete

 

 

67,111

 

 

 

67,111

 

C-Thru Customer List

 

 

1,050,000

 

 

 

1,050,000

 

Subtotal

 

 

22,780,720

 

 

 

22,780,720

 

Less: Accumulated Amortization

 

 

6,987,982

 

 

 

5,736,320

 

Intangible Assets

 

$

15,792,738

 

 

$

17,044,400

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

4,696,370

 

 

$

4,696,370

 

 

 

 

Amortization expense for patents and trademarks for the years ended December 31, 2019 and 2018 were $1,251,662 and $1,217,525, respectively. The estimated aggregate amortization expense for each of the next five succeeding years, calculated on a similar basis, is as follows: 2020 - $1,236,796; 2021 - $1,234,971; 2022 - $1,231,686; 2023 - $1,227,488; and 2024 - $1,222,299.

23


 

5. Other Accrued Liabilities

The Company’s other current and long-term accrued liabilities consisted of:

 

 

 

December 31,

 

 

 

2019

 

 

2018

 

Customer Rebates

 

$

4,849,081

 

 

$

3,395,511

 

Pension Liability

 

 

44,667

 

 

 

147,099

 

Accrued Compensation

 

 

1,695,464

 

 

 

370,477

 

Dividend Payable

 

 

402,318

 

 

 

402,158

 

Other

 

 

1,617,020

 

 

 

853,283

 

Total:

 

$

8,608,550

 

 

$

5,168,528

 

 

6. Pension and Profit Sharing

United States employees, hired prior to July 1, 1993, are covered by a funded, defined benefit pension plan. The benefits of this pension plan are based on years of service and the average compensation of the highest three consecutive years during the last ten years of employment. In December 1995, the Company's Board of Directors approved an amendment to the United States pension plan that terminated all future benefit accruals as of February 1, 1996, without terminating the pension plan.

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 2019, the Company contributed $14,413 to the plan.

The plan asset weighted average allocation at December 31, 2019 and December 31, 2018, by asset category, were as follows:

 

Asset Category:

 

2019

 

 

2018

 

Equity Securities

 

 

66

%

 

 

65

%

Fixed Income Securities

 

 

32

%

 

 

33

%

Other Securities / Investments

 

 

2

%

 

 

2

%

Total:

 

 

100

%

 

 

100

%

 

The Company’s investment policy for the pension plan is to minimize risk by balancing investments between equity securities and fixed income securities. Plan funds are invested in long-term obligations with a history of moderate to low risk.

The pension plan asset information included below is presented at fair value. ASC 820 establishes a framework for measuring fair value and requires disclosures about assets and liabilities measured at fair value. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

 

Level 1 – Inputs to the valuation methodology based on unadjusted quoted market prices in active markets that are accessible at the measurement date.

 

Level 2 – Inputs to the valuation methodology that include quoted market prices that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly.

 

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The following tables present the pension plan assets by level within the fair value hierarchy as of December 31, 2019 and 2018:

 

2019

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Money Market Fund

 

$

31

 

 

$

16,763

 

 

$

 

 

$

16,794

 

Equity Common and Collected Funds

 

 

102,030

 

 

 

580,839

 

 

 

 

 

 

682,869

 

Fixed Income Common and Collected Funds

 

 

82,670

 

 

 

246,316