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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2007
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
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Commission file number 001-07698
ACME UNITED CORPORATION
(Exact name of registrant as specified in its charter)
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CONNECTICUT 06-0236700
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
60 ROUND HILL ROAD, FAIRFIELD, CONNECTICUT 06824
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 254-6060
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check
one).
Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|
As of August 1, 2007 the registrant had outstanding 3,537,283 shares of its
$2.50 par value Common Stock.
ACME UNITED CORPORATION
Page
----
Part I -- FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2007
and December 31, 2006 ................................... 3
Condensed Consolidated Statements of Operations
and Comprehensive Income for the three and six months
ended June 30, 2007 and 2006............................... 5
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 2007 and 2006........................ 6
Notes to Condensed Consolidated Financial Statements.......... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................. 11
Item 3. Quantitative and Qualitative Disclosure About Market Risk....... 14
Item 4. Controls and Procedures......................................... 14
Part II -- OTHER INFORMATION
Item 1. Legal Proceedings.............................................. 15
Item 1A. Risk Factors................................................... 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.... 15
Item 3. Defaults Upon Senior Securities................................ 15
Item 4. Submission of Matters to a Vote of Security Holders............ 15
Item 5. Other Information.............................................. 15
Item 6. Exhibits....................................................... 16
Signatures.............................................................. 17
(2)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(all dollar amounts in thousands)
June 30 December 31
2007 2006
(unaudited) (Note 1)
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 3,057 $ 3,838
Accounts receivable, less allowance 18,056 10,852
Inventories:
Finished goods 16,252 14,709
Work in process 1 63
Raw materials and supplies 827 905
----------- -----------
17,079 15,677
Prepaid expenses and other current assets 1,013 846
Deferred income taxes 274 274
----------- -----------
Total current assets 39,479 31,487
----------- -----------
Property, plant and equipment:
Land 163 159
Buildings 2,725 2,778
Machinery and equipment 7,441 7,006
----------- -----------
10,329 9,943
Less accumulated depreciation 7,823 7,403
----------- -----------
2,506 2,540
Other assets 927 905
Goodwill 89 89
----------- -----------
Total assets $ 43,001 $ 35,021
=========== ===========
See notes to condensed consolidated financial statements.
(3)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(all dollar amounts in thousands)
June 30 December 31
2007 2006
(unaudited) (Note 1)
----------- -----------
LIABILITIES
Current liabilities:
Accounts payable $ 4,639 $ 2,358
Other accrued liabilities 4,309 3,660
Current portion of long-term debt 10 9
----------- -----------
Total current liabilities 8,958 6,026
Long-term debt, less current portion 12,687 10,218
Other 687 645
----------- -----------
Total liabilities 22,332 16,890
STOCKHOLDERS' EQUITY
Common stock, par value $2.50:
authorized 8,000,000 shares;
issued 4,241,274 shares in 2007
and 4,192,824 in 2006, including treasury stock 10,602 10,482
Treasury stock, at cost - 703,991 shares in 2007
and 678,991 in 2006 (5,786) (5,439)
Additional paid-in capital 3,357 3,014
Retained earnings 12,904 11,015
Accumulated other comprehensive loss:
Translation adjustment 405 (129)
Minimum pension liability (812) (812)
----------- -----------
(408) (941)
----------- -----------
Total stockholders' equity 20,669 18,131
----------- -----------
Total liabilities and stockholders' equity $ 43,001 $ 35,021
=========== ===========
See notes to condensed consolidated financial statements.
(4)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(UNAUDITED)
(all amounts in thousands, except per share amounts)
Three Months Ended Six Months Ended
June 30 June 30
------------------------------ ------------------------------
2007 2006 2007 2006
-------------- -------------- -------------- --------------
Net sales $ 18,999 $ 16,984 $ 31,240 $ 29,241
Costs and expenses:
Cost of goods sold 11,020 9,556 17,927 16,261
Selling, general and administrative expenses 5,435 4,995 9,593 9,254
-------------- -------------- -------------- --------------
16,455 14,551 27,520 25,515
-------------- -------------- -------------- --------------
Income before non-operating items 2,544 2,433 3,720 3,726
Non-operating items:
Interest expense 156 130 310 255
Other (income) expense, net 41 (38) 14 (114)
-------------- -------------- -------------- --------------
197 92 324 141
-------------- -------------- -------------- --------------
Income before income taxes 2,347 2,341 3,396 3,585
Income tax expense 825 835 1,224 1,320
-------------- -------------- -------------- --------------
Net income $ 1,522 $ 1,506 $ 2,172 $ 2,265
============== ============== ============== ==============
Basic earnings per share $ 0.43 $ 0.43 $ 0.62 $ 0.65
============== ============== ============== ==============
Diluted earnings per share $ 0.41 $ 0.40 $ 0.59 $ 0.61
============== ============== ============== ==============
Weighted average number of common shares outstanding-
denominator used for basic per share computations 3,527 3,489 3,527 3,487
Weighted average number of dilutive stock options
outstanding 171 242 171 238
-------------- -------------- -------------- --------------
Denominator used for diluted per share computations 3,698 3,731 3,698 3,725
============== ============== ============== ==============
Dividends declared per share $ 0.04 $ 0.03 $ 0.08 $ 0.06
============== ============== ============== ==============
See notes to condensed consolidated financial statements.
(5)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(all amounts in thousands)
Six Months Ended
June 30
------------------------
2007 2006
----------- -----------
Operating Activities:
Net income $ 2,172 $ 2,265
Adjustments to reconcile net income
to net cash used by operating activities:
Depreciation 406 403
Amortization 23 17
Stock compensation expense 184 173
Changes in operating assets and liabilities:
Accounts receivable (6,962) (5,425)
Inventories (1,201) (2,327)
Prepaid expenses and other current assets (155) (333)
Accounts payable 2,263 1,523
Other accrued liabilities 557 (587)
----------- -----------
Total adjustments (4,885) (6,556)
----------- -----------
Net cash used by operating activities (2,713) (4,291)
----------- -----------
Investing Activities:
Purchase of property, plant, and equipment (337) (128)
Purchase of patents and trademarks (45) (65)
----------- -----------
Net cash used by investing activities (382) (193)
----------- -----------
Financing Activities:
Net borrowings of long-term debt 2,469 4,665
Proceeds from issuance of common stock 281 51
Dividends to stockholders (246) (222)
Purchase of treasury stock (347) -
----------- -----------
Net cash provided by financing activities 2,157 4,494
----------- -----------
Effect of exchange rate changes 159 (33)
----------- -----------
Net change in cash and cash equivalents (781) (23)
Cash and cash equivalents at beginning of period 3,838 1,076
----------- -----------
Cash and cash equivalents at end of period $ 3,057 $ 1,053
=========== ===========
See notes to condensed consolidated financial statements
(6)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 -- Basis of Presentation
In the opinion of management, the accompanying condensed consolidated financial
statements include all adjustments necessary to present fairly the financial
position, results of operations and cash flows of Acme United Corporation (the
"Company"). These adjustments are of a normal, recurring nature. However, the
financial statements do not include all of the disclosures normally required by
accounting principles generally accepted in the United States of America or
those normally made in the Company's Annual Report on Form 10-K. Please refer to
the Company's Annual Report on Form 10-K for the year ended December 31, 2006
for such disclosures. The condensed consolidated balance sheet as of December
31, 2006 was derived from the audited consolidated balance sheet as of that
date. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. The information
included in this Quarterly Report on Form 10-Q should be read in conjunction
with the Management's Discussion and Analysis of Financial Condition and Results
of Operations and financial statements and notes thereto, included in the
Company's 2006 Annual Report on Form 10-K.
Note 2 -- Contingencies
The Company is involved from time to time in disputes and other litigation in
the ordinary course of business and may encounter other contingencies, which may
include environmental and other matters. The Company presently believes that
none of these matters, individually or in the aggregate, would be likely to have
a material adverse impact on financial position, results of operations or
liquidity.
Note 3 -- Pension
Components of net periodic pension cost are as follows:
Three Months Ended June 30, Six Months Ended June 30,
------------------------------ ------------------------------
2007 2006 2007 2006
-------------- -------------- -------------- --------------
Interest cost $ 47,500 $ 45,948 $ 95,000 $ 91,896
Service cost 7,500 6,250 15,000 12,500
Expected return on plan assets (57,500) (62,048) (115,000) (124,096)
Amortization of prior service costs 2,250 2,138 4,500 4,276
Amortization of actuarial gain 22,000 24,408 44,000 48,816
---------------------------------------------------------------
$ 21,750 $ 16,696 $ 43,500 $ 33,392
===============================================================
Note 4 -- Long Term Debt and Shareholders Equity
The Company's revolving loan agreement, as amended, provides for borrowings up
to $15 million with the amounts outstanding to be repaid by June 30, 2009. At
June 30, 2007 and December 31, 2006, the Company had outstanding borrowings of
$12,656,570 and $10,187,245, respectively. Based on the scheduled maturity date,
the Company has classified the borrowings at June 30, 2007 as long-term
liabilities.
During the first six months of 2007, the Company issued 48,450 shares of common
stock with proceeds of $280,576 upon the exercise of outstanding stock options.
During the same period, the Company also repurchased 25,000 shares of common
stock for treasury. These shares were purchased at fair market value, with a
total cost to the Company of $346,983.
(7)
Note 5-- Segment Information
The Company reports financial information based on the organization structure
used by management for making operating and investment decisions and for
assessing performance. The Company's reportable business segments consist of (1)
United States; (2) Canada and (3) Europe. The activities of the Company's Asian
operating segment are closely linked to those of the U.S. operating segment;
accordingly, management reviews the financial results of both segments on a
consolidated basis, and the results of the Asian operating segment have been
aggregated with the results of the United States operating segment to form one
reportable segment called the "United States operating segment". The
determination of reportable segments is based on the guidance set forth in SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related Information".
Each reportable segment derives its revenue from the sales of cutting devices,
measuring instruments and safety products for school, office, home and
industrial use.
The chief operating decision maker evaluates the performance of each operating
segment based on segment revenues and operating income. Segment amounts are
presented after converting to U.S. dollars and consolidating eliminations.
Financial data by segment:
(in thousands)
Three months ended June 30 Six months ended June 30
2007 2006 2007 2006
-------------- -------------- -------------- --------------
Sales to external customers
United States $ 14,642 $ 13,237 $ 23,915 $ 22,918
Canada 2,925 2,388 4,495 3,910
Europe 1,432 1,358 2,829 2,412
-------------- -------------- -------------- --------------
Consolidated $ 18,999 $ 16,984 $ 31,239 $ 29,240
============== ============== ============== ==============
Operating Income
United States $ 2,293 $ 2,320 $ 3,595 $ 3,726
Canada 401 322 458 390
Europe (151) (209) (333) (390)
-------------- -------------- -------------- --------------
Consolidated $ 2,543 $ 2,433 $ 3,720 $ 3,726
============== ============== ============== ==============
June 30 December 31
2007 2006
-------------- --------------
Total assets by segment
United States $ 31,150 $ 24,515
Canada 7,212 6,286
Europe 4,639 4,219
-------------- --------------
Consolidated $ 43,001 $ 35,020
============== ==============
(8)
Note 6 - Stock Based Compensation
The Company recognizes share-based compensation in accordance with the
provisions of Statement of Financial Accounting Standards No. 123R, Share-Based
Payment" ("SFAS 123R"). Share-based compensation expense was $131,000 and
$107,000 for the quarters ended June 30, 2007 and June 30, 2006, respectively.
Share-based compensation expense was $184,000 and $173,000 for the six months
ended June 30, 2007 and June 30, 2006, respectively. During the three and six
months ended June 30, 2007, the Company issued 97,750 options with a weighted
average fair value of $4.96. During the three and six months ended June 30,
2006, the Company issued 28,000 and 50,500 options with a fair value of $4.05
and $4.35, respectively. The assumptions used to value option grants for the
three and six months ended June 30, 2007 and June 30, 2006 are as follows:
Three months ended Six months ended
June 30 June 30
------------------------------ ------------------------------
2007 2006 2007 2006
-------------- -------------- -------------- --------------
Expected life in years 5 4 5 4
Interest rate 4.51 - 5.18% 4.90% 4.51 - 5.18% 4.32 - 4.90%
Volatility 0.32 0.34 .32 .34
Dividend yield 1.1% 0.80% 1.1% 0.80 - 0.90%
As of June 30, 2007, there was $663,191 of unrecognized compensation cost
related to non-vested share -based payments granted to the Company's employees.
The remaining unamortized expense is expected to be recognized over a weighted
average period of approximately 3 years.
Note 7 - Comprehensive Income
Comprehensive income for the three and six months ended June 30, 2007 and June
30, 2006 consisted of the following:
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------ ------------------------------
2007 2006 2007 2006
-------------- -------------- -------------- --------------
Net Income 1,522 1,506 2,172 2,265
Other comprehensive income/(loss) -
Foreign currency translation 469 250 532 223
-------------- -------------- -------------- --------------
Comprehensive income $ 1,992 $ 1,756 $ 2,704 $ 2,489
============== ============== ============== ==============
Note 8 - Income Taxes
The Company adopted the provisions of Financial Accounting Standards Board
("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109" ("FIN 48"), on January 1, 2007. FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with FASB Statement 109,
"Accounting for Income Taxes", and prescribes a recognition threshold and
measurement process for financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition.
(9)
The Company files income tax returns in the U.S. federal jurisdiction, and
various state and foreign jurisdictions. There was no effect on the Company's
financial statements from the adoption of FIN 48. The Company's evaluation of
FIN 48 was performed for the tax years ended December 31, 2003, 2004, 2005 and
2006, the tax years which remain subject to examination by major tax
jurisdictions as of June 30, 2007. The impact on the Company as a result of the
adoption of FIN 48 on January 1, 2007 was zero. The Internal Revenue Service
(IRS) has completed its exam of the Company's U.S. federal income tax return for
2004 with no recommended changes.
In accordance with the Company's accounting policy, any interest and penalties
related to uncertain tax positions are recognized in income tax expense.
(10)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information
The Company may from time to time make written or oral "forward-looking
statements" including statements contained in this report and in other
communications by the Company, which are made in good faith by the Company
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.
These forward-looking statements include statements of the Company's plans,
objectives, expectations, estimates and intentions, which are subject to change
based on various important factors (some of which are beyond the Company's
control). The following factors, in addition to others not listed, could cause
the Company's actual results to differ materially from those expressed in
forward looking statements: the strength of the domestic and local economies in
which the Company conducts operations, changes in client needs and consumer
spending habits, the impact of competition and technological change on the
Company, the Company's ability to manage its growth effectively, including its
ability to successfully integrate any business which it might acquire, and
currency fluctuations. All forward-looking statements in this report are based
upon information available to the Company on the date of this report. The
Company undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future
events, or otherwise, except as required by law.
Critical Accounting Policies
There have been no material changes to our critical accounting policies and
estimates from the information provided in Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations, included in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
Results of Operations
Net Sales
Consolidated net sales for the three months ended June 30, 2007 were
$18,999,000 compared with $16,984,000 in the same period in 2006, a 12% increase
(11% at constant currency). Consolidated net sales for the six months ended June
30, 2007 were $31,240,000, compared with $29,241,000 for the same period in
2006, a 7% increase (6% at constant currency). Net sales for the first six
months ended June 30, 2007 in the U.S. operating segment increased 4% primarily
due to increased sales of the new iPoint electric pencil sharpener. Sales in
Canada increased by 15% (14% in local currency) due to sales of the new iPoint
electric pencil sharpeners and other new school products. Sales in Europe
increased by 17% (9% in local currency) mainly due to expansion in the office
trade channel.
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.
Gross Profit
Gross profit for the three months ended June 30, 2007 was $7,979,000 (42.0%
of net sales) compared to $7,428,000 (43.7% of net sales) for the same period in
2006. Gross profit for the six months ended June 30, 2007 was $13,313,000 (42.6%
of net sales) compared to $12,980,000 (44.4% of net sales) in the same period in
2006. The lower margin in the first six months of 2007 as compared to the same
period in 2006 is the result of greater sales of lower margin products,
increased raw material costs and the appreciation of the Chinese currency.
(11)
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses for the three months
ended June 30, 2007 were $5,435,000 (28.6% of net sales) compared with
$4,995,000 (29.4% of net sales) for the same period of 2006, an increase of
$440,000. SG&A expenses for the six months ended June 30, 2007 were $9,593,000
(30.7% of net sales) compared with $9,254,000 (31.6% of net sales) in the
comparable period of 2006.
Operating Income
Operating income for the three months ended June 30, 2007 was $2,543,000
compared with $2,433,000 in the same period of 2006. Operating income for the
six months ended June 30, 2007 was $3,720,000 as compared to $3,726,000 in the
same period of 2006.
Interest Expense
Interest expense for the three months ended June 30, 2007 was $156,000,
compared with $130,000 for the same period of 2006, a $26,000 increase. Interest
expense for the six months ended June 30, 2007 was $310,000 as compared to
$255,000 for the same period in 2006, a $55,000 increase. The increase in
interest expense was primarily the result of higher borrowings under the
Company's bank revolving credit facility.
Other (Income) Expense, Net
Net other expense was $41,000 in the three months ended June 30, 2007
compared to net other income of $38,000 in the same period of 2006. Net other
expense was $14,000 in the first six months of 2007 compared to net other income
of $114,000 in the first six months of 2006. The change from 2006 is primarily
due to lower gains from foreign currency transactions in the first quarter of
2007.
Income Taxes
The effective tax rate in the first six months of 2007 was 36% compared to
37% in the first six months of 2006.
(12)
Financial Condition
Liquidity and Capital Resources
The Company's working capital, current ratio and long-term debt to equity ratio
follow:
June 30, 2007 December 31, 2006
----------------- -----------------
Working capital $ 30,520,173 $ 25,460,578
Current ratio 4.41 5.22
Long term debt to equity ratio 61.5% 56.3%
During the first six months of 2007, total debt outstanding under the Company's
Modified Loan agreement, referred to below, increased by $2,469,325 compared to
total debt at December 31, 2006, principally due to an increase in borrowings
for inventory and accounts receivables for the back to school season, partially
offset by earnings. As of June 30, 2007, $12,657,000 was outstanding and
$2,343,000 was available for borrowing under the Modified Loan Agreement.
On March 6, 2006, the Company modified its Revolving Loan Agreement (the
"Modified Loan Agreement") with Wachovia Bank. The Modified Loan Agreement
amends certain provisions of the original Revolving Loan Agreement. The
amendments include an increase in the maximum borrowing amount from $10 million
to $15 million; an extension of the maturity date of the loan from June 30, 2007
to June 30, 2009; a decrease in the interest rate to LIBOR plus 1% (from LIBOR
plus 1.5%), as well as modifications to certain covenant restrictions. Funds
borrowed under the Modified Loan Agreement are used for working capital, general
operating expenses and certain other purposes.
Cash expected to be generated from operating activities, together with funds
available under the Modified Loan Agreement are expected, under current
conditions, to be sufficient to finance the Company's planned operations over
the next twelve months.
(13)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-Continued
Item 3. Quantitative and Qualitative Disclosure About Market Risk
There are no material changes in market risks as disclosed in the Company's
annual Report on Form 10-K for the year ended December 31, 2006.
Item 4. Controls and Procedures
(a) Evaluation of Internal Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have reviewed and
evaluated the effectiveness of our disclosure controls and procedures, which
included inquiries made to certain other of our employees. Based on their
evaluation, our Chief Executive Officer and Chief Financial Officer have each
concluded that, as of June 30, 2007, our disclosure controls and procedures were
effective and sufficient to ensure that we record, process, summarize and report
information required to be disclosed by us in our periodic reports filed under
the Securities and Exchange Commission's rules and forms.
(b) Changes in Internal Control over Financial Reporting
During the quarter ended June 30, 2007, there were no changes in our internal
control over financial reporting that materially affected, or was reasonably
likely to materially affect, this control.
(14)
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings
The Company is involved from time to time in disputes and other litigation
in the ordinary course of business, including certain environmental and other
matters. The Company presently believes that none of these matters, individually
or in the aggregate, would be likely to have a material adverse impact on its
financial position, results of operations, or liquidity.
Item 1A - Risk Factors
See Risk Factors set forth in Part I, Item 1A of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2006.
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. --Defaults Upon Senior Securities
None
Item 4 -- Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of shareholders was held on April 23, 2007.
A. The following individuals were elected Directors at the Meeting and
comprise the entire Board.
Votes for Votes against
--------------- -------------
Rex Davidson 2,874,446 435,492
Richmond Y. Holden, Jr. 2,920,302 389,636
Walter C. Johnsen 2,813,802 496,136
Susan H. Murphy 2,874,746 435,192
Brian Olschan 2,870,182 439,756
Gary D. Penisten 2,873,325 436,613
Stephen Spinelli, Jr. 2,874,746 435,192
Stevenson E. Ward 2,818,366 491,572
B. The amendment to the 2005 Non-Employee Director Stock Option Plan was
approved with 1,398,255 votes for the proposal, 559,105 votes against
and 8,375 votes abstaining.
C. The Amendment to the Employee Stock Option Plan was approved with
1,487,586 votes for the proposal, 469,674 votes against and 8,475
votes abstaining.
Item 5 -- Other Information
None.
(15)
Item 6 -- Exhibits
Documents filed as part of this report.
Exhibit 31.1 Certification of Walter C. Johnsen pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification of Paul G. Driscoll pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(16)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ACME UNITED CORPORATION
By /s/ WALTER C. JOHNSEN
------------------------------
Walter C. Johnsen
Chairman of the Board and
Chief Executive Officer
Dated: August 7, 2007
By /s/ PAUL G. DRISCOLL
------------------------------
Paul G. Driscoll
Vice President and
Chief Financial Officer
Dated: August 7, 2007
(17)
Exhibit 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, WALTER C. JOHNSEN, certify that:
I have reviewed this Quarterly Report on Form 10-Q of Acme United
Corporation;
Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
By /s/ WALTER C. JOHNSEN
------------------------------
Walter C. Johnsen
Chairman of the Board and
Chief Executive Officer
Dated: August 7, 2007
Exhibit 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, PAUL G. DRISCOLL, certify that:
I have reviewed this Quarterly Report on Form 10-Q of Acme United
Corporation;
Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
By /s/ PAUL G. DRISCOLL
------------------------------
Paul G. Driscoll
Vice President and
Chief Financial Officer
Dated: August 7, 2007
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned officer of Acme United Corporation (the "Company") hereby
certifies to my knowledge that the Company's quarterly report on Form 10-Q for
the quarterly period ended June 30, 2007 (the "Report"), as filed with the
Securities and Exchange Commission on the date hereof, fully complies with the
requirements of section 13(a) or 15(d), as applicable, of the Securities
Exchange Act of 1934, as amended, and that the information contained in the
Report fairly presents, in all material respects, the financial condition and
results of operations of the Company. This certification is provided solely
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, and shall not be deemed to be a part of the Report
or "filed" for any purpose whatsoever.
By /s/ WALTER C. JOHNSEN
------------------------------
Walter C. Johnsen
Chairman of the Board and
Chief Executive Officer
Dated: August 7, 2007
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to Acme United Corporation and will
be retained by Acme United Corporation and furnished to the Securities and
Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned officer of Acme United Corporation (the "Company") hereby
certifies to my knowledge that the Company's quarterly report on Form 10-Q for
the quarterly period ended June 30, 2007 (the "Report"), as filed with the
Securities and Exchange Commission on the date hereof, fully complies with the
requirements of section 13(a) or 15(d), as applicable, of the Securities
Exchange Act of 1934, as amended, and that the information contained in the
Report fairly presents, in all material respects, the financial condition and
results of operations of the Company. This certification is provided solely
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, and shall not be deemed a part of the Report or
"filed" for any purpose whatsoever.
By /s/ PAUL G. DRISCOLL
------------------------------
Paul G. Driscoll
Vice President and
Chief Financial Officer
Dated: August 7, 2007
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to Acme United Corporation and will
be retained by Acme United Corporation and furnished to the Securities and
Exchange Commission or its staff upon request.