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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 March 31, 2009
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 of (I.R.S. Employer
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, a non-accelerated filer or a smaller reporting company. 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 |_|
Smaller Reporting Company |X|
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every interactive Data File required
to be submitted an posted pursuant to Rule 405 of Regulation S-T ( 232.45 of
this chapter) during the preceding 12 months ( or for such shorter period that
the registrant was required to submit and post such files).
Yes |_| No |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 April 22, 2009 the registrant had outstanding 3,323,368, 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 March 31, 2009
and December 31, 2008...................................... 3
Condensed Consolidated Statements of Operations for the
three months ended March 31, 2009 and 2008................. 5
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2009 and 2008................. 6
Notes to Condensed Consolidated Financial Statements ........ 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 10
Item 3. Quantitative and Qualitative Disclosure About Market Risk...... 13
Item 4T. Controls and Procedures........................................ 13
Part II -- OTHER INFORMATION
Item 1. Legal Proceedings.............................................. 14
Item 1A. Risk Factors................................................... 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.... 14
Item 3. Defaults Upon Senior Securities................................ 14
Item 4. Submission of Matters to a Vote of Security Holders............ 14
Item 5. Other Information.............................................. 14
Item 6. Exhibits....................................................... 14
Signatures.............................................................. 15
(2)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(all amounts in thousands, except share data)
March 31, December 31,
2009 2008
(unaudited) (Note 1)
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 3,283 $ 5,225
Accounts receivable, less allowance 9,625 10,564
Inventories:
Finished goods 21,369 20,825
Work in process 33 21
Raw materials and supplies 332 923
------------ ------------
21,734 21,769
Prepaid expenses and other current assets 1,245 1,088
------------ ------------
Total current assets 35,887 38,646
------------ ------------
Property, plant and equipment:
Land 159 167
Buildings 2,460 2,966
Machinery and equipment 7,552 7,455
------------ ------------
10,172 10,587
Less accumulated depreciation 7,832 8,318
------------ ------------
2,339 2,269
Note receivable 1,933 2,000
Other assets 2,513 2,508
------------ ------------
Total assets $ 42,672 $ 45,424
============ ============
See notes to condensed consolidated financial statements.
(3)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(all amounts in thousands, except share data)
March 31, December 31,
2009 2008
(unaudited) (Note 1)
------------ ------------
LIABILITIES
Current liabilities:
Accounts payable $ 2,824 $ 3,669
Other accrued liabilities 3,767 5,158
------------ ------------
Total current liabilities 6,591 8,827
Long-term debt, less current portion 11,880 11,749
Other 1,944 1,961
------------ ------------
Total liabilities 20,415 22,536
STOCKHOLDERS' EQUITY
Common stock, par value $2.50:
authorized 8,000,000 shares;
issued - 4,303,024 shares in 2009
and 4,293,024 shares in 2008,
including treasury stock 10,758 10,733
Additional paid-in capital 3,954 3,906
Retained earnings 18,195 18,319
Treasury stock, at cost - 979,656 shares
in 2009 and 949,656 shares in 2008 (8,621) (8,407)
Accumulated other comprehensive income:
Minimum pension liability (1,275) (1,275)
Translation adjustment (754) (388)
------------ ------------
(2,029) (1,663)
------------ ------------
Total stockholders' equity 22,257 22,888
------------ ------------
Total liabilities and stockholders' equity $ 42,672 $ 45,424
============ ============
See notes to condensed consolidated financial statements.
(4)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(all amounts in thousands, except per share amounts)
Three Months Ended
March 31
-------------------------------
2009 2008
-------------- --------------
Net sales $ 11,297 $ 14,269
Cost of goods sold 7,000 8,283
-------------- --------------
Gross Profit 4,297 5,986
Selling, general and administrative expenses 4,216 4,918
-------------- --------------
Operating income 82 1,068
-------------- --------------
Non-operating items:
Interest:
Interest expense (42) (134)
Interest Income 35 38
-------------- --------------
Interest expense, net (7) (97)
Other (expense) income, net (12) 187
-------------- --------------
Total other (expense) income, net (19) 90
-------------- --------------
Income before income taxes 63 1,158
Income tax expense 21 405
-------------- --------------
Net income $ 42 $ 753
============== ==============
Basic earnings per share $ 0.01 $ 0.21
============== ==============
Diluted earnings per share $ 0.01 $ 0.21
============== ==============
Weighted average number of common shares outstanding-
denominator used for basic per share computations 3,343 3,517
Weighted average number of dilutive stock options
outstanding 59 149
-------------- --------------
Denominator used for diluted per share computations 3,402 3,666
============== ==============
Dividends declared per share $ 0.05 $ 0.04
============== ==============
See notes to condensed consolidated financial statements
(5)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(all amounts in thousands)
Three Months Ended
March 31,
-----------------------------
2009 2008
-------------- --------------
Operating Activities:
Net income $ 42 $ 753
Adjustments to reconcile net income
to net cash used by operating activities:
Depreciation 183 219
Amortization 28 26
Stock compensation expense 52 72
Changes in operating assets and liabilities:
Accounts receivable 855 140
Inventories (200) (965)
Prepaid expenses and other assets (109) (35)
Accounts payable (809) (706)
Other accrued liabilities (1,333) (995)
-------------- --------------
Total adjustments (1,333) (2,244)
-------------- --------------
Net cash used by operating activities (1,291) (1,491)
-------------- --------------
Investing Activities:
Purchase of property, plant, and equipment (275) (237)
Purchase of patents and trademarks (33) (24)
-------------- --------------
Net cash used by investing activities (308) (261)
-------------- --------------
Financing Activities:
Net borrowing of long-term debt 129 2,520
Proceeds from issuance of common stock 21 74
Distributions to stockholders (167) (141)
Purchase of treasury stock (215) (787)
-------------- --------------
Net cash (used)/provided by financing activities (232) 1,666
-------------- --------------
Effect of exchange rate changes (111) (87)
-------------- --------------
Net change in cash and cash equivalents (1,942) (173)
Cash and cash equivalents at beginning of period 5,225 4,988
-------------- --------------
Cash and cash equivalents at end of period $ 3,283 $ 4,815
============== ==============
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, 2008
for such disclosures. The condensed consolidated balance sheet as of December
31, 2008 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 2008 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 the financial position, results of operations or
liquidity of the Company.
In December 2008, the Company sold property it owned in Bridgeport, Connecticut
to B&E Juices, Inc. (the "buyer") for $2.5 million. The property consists of
approximately four acres of land and 48,000 sq. feet of warehouse space.
Under the terms of the sale agreement, and as required by the Connecticut
Transfer Act, the Company will be responsible to remediate any environmental
contamination on the property. During 2008, the Company hired an independent
environmental consulting firm to conduct environmental studies to identify the
extent of the environmental contamination on the property and develop a
remediation plan. As a result of those studies and the estimates prepared by an
independent environmental consulting firm, the Company recorded an undiscounted
liability of approximately $1.8 million related to the remediation of the
property. The accrual includes costs of required investigation, remedial
activities, and post-remediation operating and maintenance. At March 31, 2009,
the Company had approximately $1.7 million remaining in its accrual for
environmental remediation of which approximately $1.3 million was classified as
a current liability.
Note 3 -- Pension
Components of net periodic pension cost are as follows:
Three Months Ended
------------------------------
March 31 March 31
2009 2008
-------------- --------------
Components of net periodic benefit cost:
Interest cost $ 43,750 $ 45,000
Service cost 6,250 7,500
Expected return on plan assets (50,000) (56,250)
Amortization of prior service costs 2,250 2,250
Amortization of actuarial gain 18,750 18,750
------------------------------
$ 21,000 $ 17,250
==============================
(7)
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
2009, the Company is required to contribute approximately $60,000. Contributions
to the plan will be made as required during the remainder of the year.
Note 4 -- Long Term Debt and Shareholders Equity
The Company's revolving loan agreement, as amended, provides for borrowings up
to $20 million with all principal amounts outstanding thereunder required to be
repaid in a single amount on June 30, 2010. In addition, the Company's revolving
loan agreement requires monthly interest payments. As of March 31, 2009 and
December 31, 2008, the Company had outstanding borrowings of $11,848,000 and
$11,719,000, respectively, under the revolving loan agreement. Based on the
scheduled payment date for the principal, the Company has classified all
borrowings under the revolving loan agreement as of March 31, 2009 as long-term
liabilities.
During the first three months of 2009, the Company issued 10,000 shares of
common stock and received proceeds there from of $21,250 upon the exercise of
outstanding stock options. During the same period, the Company also repurchased
30,000 shares of common stock for its treasury. These shares were purchased at
fair market value, with a total cost to the Company of $214,500.
Note 5 -- Segment Information
The Company reports financial information based on the organizational 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 operations are closely linked to those of the U.S. operations;
accordingly, management reviews the financial results of both segments on a
consolidated basis, and the results of the Asian operations have been aggregated
with the results of the United States operations to form one reportable segment
called the "United States" "business" or "operating" segment". The determination
of reportable segments is based on the guidance set forth in Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131"). 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.
(8)
Financial data by segment (in thousands):
Three months ended
March 31
------------------------------
2009 2008
-------------- --------------
Sales to external customers:
United States $ 8,484 $ 10,917
Canada 1,293 1,698
Europe 1,520 1,654
-------------- --------------
Consolidated $ 11,297 $ 14,269
============== ==============
Operating income:
United States $ 342 $ 1,088
Canada (12) 110
Europe (248) (130)
-------------- --------------
Consolidated $ 82 $ 1,068
============== ==============
March 31 December 31
Assets by segment 2009 2008
-------------- --------------
United States $ 32,645 $ 33,719
Canada 4,539 5,890
Europe 5,488 5,815
-------------- --------------
Consolidated $ 42,672 $ 45,424
============== ==============
Note 6 - Stock Based Compensation
The Company recognizes share-based compensation at fair value of the equity
instrument on the grant date. Compensation expense is recognized over the
required service period. Share-based compensation expense was $52,000 and
$72,000 for the quarters ended March 31, 2009 and March 31, 2008, respectively.
The Company did not issue options during the three months ended March 31, 2009.
As of March 31, 2009, there was $432,000 of unrecognized compensation cost,
adjusted for estimated forfeitures, related to non-vested share -based payments
granted to the Company's employees.
Note 7 - Comprehensive (Loss) / Income
Comprehensive income for the three months ended March 31, 2009 and 2008
consisted of the following (in thousands):
Three Months Ended
March 31
-----------------------------
2009 2008
------------ ------------
Net income $ 42 $ 753
Other comprehensive (loss) / income -
Foreign currency translation (366) (64)
------------ ------------
Comprehensive (loss) / income $ (324) $ 689
============ ============
(9)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information
The Company may from time to time make written or oral "forward-looking
statements" including statements contained in this report and in other
communications by the Company, which are made in good faith by the Company
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.
These forward-looking statements include statements of the Company's plans,
objectives, expectations, estimates and intentions, which are subject to change
based on various important factors (some of which are beyond the Company's
control). The following factors, in addition to others not listed, could cause
the Company's actual results to differ materially from those expressed in
forward looking statements: the strength of the domestic and local economies in
which the Company conducts operations, the impact of current uncertainties in
global economic conditions and the ongoing financial crisis affecting the
domestic and foreign banking system and financial markets, including the impact
of the Company's supplier and customers, 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. A more detailed discussion of risk factors is set forth
in Item 1A, "Risk Factors", included in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2008. All forward-looking statements in
this report are based upon information available to the Company on the date of
this report. The Company undertakes no obligation to publicly update or revise
any forward-looking statement, whether as a result of new information, future
events, or otherwise, except as required by law.
Critical Accounting Policies
There have been no material changes to the Company's critical accounting
policies and estimates from the information provided in Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations,
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2008.
Results of Operations
Net Sales
Consolidated net sales for the three months ended March 31, 2009 were
$11,297,000, compared with $14,269,000 in the same period in 2008, a 21%
decrease (19% at constant currency). Net sales in the U.S. and Canadian
operating segments decreased 22% and 24% (5% in local currency), respectively
for the three months ended March 31, 2009, principally due to a reduction in
customer orders across all of our principal product lines as a result of the
contracting global economy. Net sales in Europe decreased by 8% in U.S. dollars
but increased by 6% in local currency primarily due to increased distribution of
manicure products.
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 March 31, 2009 was $4,297,000
(38.1% of net sales), compared to $5,986,000 (42.0% of net sales) for the same
period in 2008, a decrease of 28%. The gross margin decrease for the first
quarter was principally due to a product mix which consisted of a higher
proportion of sales of lower margin products and fixed costs spread over lower
sales. Also contributing to the gross margin decline was the weaker Canadian
dollar which raised the cost of our products in the Canadian operating segment.
(10)
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses for the three months
ended March 31, 2009 were $4,216,000 (37.3% of net sales), compared with
$4,918,000 (34.5% of net sales) for the same period of 2008, a decrease of
$702,000. The decrease in SG&A expenses for the three months ended March 31,
2009, compared to the same period in 2008, was primarily the result of lower
freight and commission costs as a result of lower sales, benefits of cost
cutting initiatives and a lower impact from foreign currency translation as a
result of a weaker Euro and Canadian dollar.
Operating Income
Operating income for the three months ended March 31, 2009 was $82,000,
compared with $1,068,000 in the same period of 2008, a decrease of $986,000.
Operating income in the U.S. segment decreased by $745,000 or 68% in the first
quarter of 2009, compared to the same period of 2008. Operating income in Canada
and Europe decreased by approximately $122,000 and $128,000, respectively, in
the first quarter of 2009 compared to the same period in 2008. Operating income
declined in all three of the Company's operating segments principally due to
lower sales and gross profits partially offset by reduced selling, general and
administrative expenses.
Interest Expense, net
Interest expense, net for the three months ended March 31, 2009 was $7,000,
compared with $97,000 for the same period of 2008, a decrease of $90,000. The
decrease in interest expense, net during the first three months of 2009 over the
comparable period in 2008 was primarily the result of lower interest rates on
the Company's debt outstanding under its revolving loan agreement.
Other income (expense), net
Net other expense was $12,000 in the first quarter of 2009, compared to net
other income of $187,000 in the first quarter of 2008. The change from 2008 is
primarily due to losses from foreign currency transactions in 2009 compared with
foreign currency gains in 2008.
Income Taxes
The effective tax rate in the first quarter of 2009 was 33%, compared to
35% in the first quarter of 2008. The decrease in the effective tax rate for the
three months ended March 31, 2009 is primarily related to a higher proportion of
earnings in a foreign tax jurisdiction with a lower tax rate.
(11)
Financial Condition
Liquidity and Capital Resources
The recent global economic crisis has had a negative impact on all of the
markets into which the Company sells its products. As demand has declined, our
customers have been negatively affected by a decrease in purchases by end users.
As a result, many of our customers have been reducing inventory levels to match
current demand, which has had a negative impact on the Company. Management
believes that the recent slowdown in customer orders could continue as its
customers continue to respond to the current economic crisis. In response to
these circumstances, management also has taken actions to reduce costs by
reviewing expenses on a line item basis and has made cuts where possible
including incentive pay, travel, professional service fees and other
discretionary items. The Company has also implemented a freeze on salary
increases and the hiring of new employees. To date, the Company does not believe
that it has excess inventory issues, potentially unrecoverable accounts
receivable balances or supply issues with its third party manufacturers as a
result of the current economic crisis.
During the first three months of 2009, working capital remained essentially
constant compared to December 31, 2008. Inventory remained constant at March 31,
2009 compared to December 31, 2008. Inventory turnover, calculated using a
twelve month average inventory balance, decreased to 1.9 at March 31, 2009 from
2.0 at December 31, 2008. Receivables decreased as a result of a sales decline
in the first quarter of 2009. The average number of days sales outstanding in
accounts receivable was 64 days at March 31, 2009 and December 31, 2008.
The Company's working capital, current ratio and long-term debt to equity ratio
follow:
March 31, 2009 December 31, 2008
------------------ ------------------
Working capital $ 29,296,085 $ 29,819,680
Current ratio 5.44 4.38
Long term debt to equity ratio 53.2% 51.3%
During the first three months of 2009, total debt outstanding under the
Company's Modified Loan Agreement, (referred to below) increased by $129,000
compared to total debt at December 31, 2008, principally due to the repurchase
of common stock under a previously announced repurchase program. As of March 31,
2009 $11,848,000 was outstanding and $8,152,000 was available for borrowing
under the Modified Loan Agreement.
On June 23, 2008, 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 (a) an increase in the maximum borrowing amount from $15
million to $20 million; (b) an extension of the maturity date of the loan from
June 30, 2009 to June 30, 2010; (c) a decrease in the interest rate to LIBOR
plus 7/8% (from LIBOR plus 1.0%) and (d) modification of certain covenant
restrictions. Funds borrowed under the Modified Loan Agreement are used for
working capital, general operating expenses, share repurchases and certain other
purposes.
As discussed in Note 2, the Company has accrued and expects to pay $1.8 million
for remediation costs related to the sale of the Bridgeport property. The
Company will use cash flow from operations or borrowings under its loan
agreement with Wachovia Bank to pay for these costs. The Company does not
believe that payment of such remediation costs will have a material adverse
affect on the Company's ability to implement its business plan. In addition, the
buyer of the property has provided the Company with a $2.0 million mortgage at 6
percent interest. Payments on the mortgage are due monthly and will also help
fund the remediation.
Cash expected to be generated from operating activities, together with funds
available under the revolving loan agreement are expected, under current
conditions, to be sufficient to finance the Company's planned operations over
the next twelve months.
(12)
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, 2008.
Item 4T. 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 March 31, 2009, 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 March 31, 2009 there were no changes in our internal
control over financial reporting that materially affected, or was reasonably
likely to materially affect, this control.
(13)
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, 2008.
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
(c) During 2008, the Company announced a repurchase program of up to 150,000
shares. This program does not have an expiration date. The following table
discloses the total shares repurchased under this program for the quarter ended
March 31, 2009:
Total Number of
shares Purchased Maximum Number
as Part of Publicly of Shares that may
Total Number of Average Price Paid Announced yet be Purchased
Period Shares Purchased per Share Programs Under the Programs
- -------------------------------------------------------------------------------------------------------
January 30,000 $ 7.15 30,000 124,335
February - - -
March - - -
-----------------------------------------------------------------------------------------
Total 30,000 $ 7.15 30,000 124,335
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
None.
Item 6 -- Exhibits
Documents filed as part of this report.
Exhibit 31.1 Certification of Walter C. Johnsen pursuant to 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
(14)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ACME UNITED CORPORATION
By /s/ WALTER C. JOHNSEN
------------------------------
Walter C. Johnsen
Chairman of the Board and
Chief Executive Officer
Dated: May 5, 2009
By /s/ PAUL G. DRISCOLL
------------------------------
Paul G. Driscoll
Vice President and
Chief Financial Officer
Dated: May 5, 2009
(15)
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)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) 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) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) 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
(d) 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 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: May 5, 2009
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)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) 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) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) 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
(d) 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 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: May 5, 2009
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 March 31, 2009 (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: May 5, 2009
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 March 31, 2009 (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: May 5, 2009
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.