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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, 2008
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, 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 April 16, 2008 the registrant had outstanding 3,510,183 shares of its
$2.50 par value Common Stock.
ACME UNITED CORPORATION
Page
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Part I -- FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2008
and December 31, 2007 ................................... 3
Condensed Consolidated Statements of Operations for the
three months ended March 31, 2008 and 2007................. 5
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2008 and 2007................. 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 4. 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,
2008 2007
(unaudited) (Note 1)
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 4,815 $ 4,988
Accounts receivable, less allowance 12,482 12,727
Inventories:
Finished goods 19,179 18,069
Work in process 200 113
Raw materials and supplies 697 753
------------ ------------
20,076 18,935
Prepaid expenses and other current assets 1,228 1,211
------------ ------------
Total current assets 38,601 37,860
------------ ------------
Property, plant and equipment:
Land 187 175
Buildings 3,117 2,971
Machinery and equipment 8,441 8,050
------------ ------------
11,745 11,196
Less accumulated depreciation 9,209 8,717
------------ ------------
2,536 2,479
Other assets 1,790 1,794
Goodwill 89 89
------------ ------------
Total assets $ 43,016 $ 42,222
============ ============
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,
2008 2007
(unaudited) (Note 1)
------------ ------------
LIABILITIES
Current liabilities:
Accounts payable $ 3,912 $ 4,575
Other accrued liabilities 2,900 3,904
Current portion of long-term debt 3 3
------------ ------------
Total current liabilities 6,815 8,482
Long-term debt, less current portion 12,711 10,187
Other 536 507
------------ ------------
Total liabilities 20,062 19,176
STOCKHOLDERS' EQUITY
Common stock, par value $2.50:
authorized 8,000,000 shares;
issued - 4,281,774 shares in 2008
and 4,267,274 shares in 2007,
including treasury stock 10,704 10,668
Additional paid-in capital 3,660 3,550
Retained earnings 15,085 14,473
Treasury stock, at cost - 771,591 shares
in 2008 and 714,391 shares in 2007 (6,717) (5,930)
Accumulated other comprehensive income:
Translation adjustment 857 921
Minimum pension liability (635) (635)
------------ ------------
222 286
------------ ------------
Total stockholders' equity 22,954 23,047
------------ ------------
Total liabilities and stockholders' equity $ 43,016 $ 42,222
============ ============
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
-------------------------------
2008 2007
-------------- --------------
Net sales $ 14,269 $ 12,241
Cost of goods sold 8,283 6,907
-------------- --------------
Gross Profit 5,986 5,334
Selling, general and administrative expenses 4,918 4,158
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Operating income 1,068 1,176
-------------- --------------
Non-operating items:
Interest expense 96 154
Other income, net 186 27
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Total other income (expense) 90 (127)
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Income before income taxes 1,158 1,049
Income tax expense 405 399
-------------- --------------
Net income $ 753 $ 650
============== ==============
Basic earnings per share $ 0.21 $ 0.18
============== ==============
Diluted earnings per share $ 0.21 $ 0.17
============== ==============
Weighted average number of common shares outstanding-
denominator used for basic per share computations 3,517 3,525
Weighted average number of dilutive stock options
outstanding 149 200
-------------- --------------
Denominator used for diluted per share computations 3,666 3,725
============== ==============
Dividends declared per share $ 0.04 $ 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,
-------------------------------
2008 2007
-------------- --------------
Operating Activities:
Net income $ 753 $ 650
Adjustments to reconcile net income
to net cash used by operating activities:
Depreciation 219 198
Amortization 26 13
Stock compensation expense 72 53
Changes in operating assets and liabilities:
Accounts receivable 140 1,188
Inventories (965) (500)
Prepaid expenses and other current assets (35) (643)
Other assets
Accounts payable (706) 225
Other accrued liabilities (995) (1,501)
-------------- --------------
Total adjustments (2,244) (969)
-------------- --------------
Net cash used by operating activities (1,491) (319)
-------------- --------------
Investing Activities:
Purchase of property, plant, and equipment (237) (85)
Purchase of patents and trademarks (24) (3)
-------------- --------------
Net cash used by investing activities (261) (88)
-------------- --------------
Financing Activities:
Net borrowing of long-term debt 2,520 236
Proceeds from issuance of common stock 74 153
Distributions to stockholders (141) (105)
Purchase of treasury stock (787) (347)
-------------- --------------
Net cash provided (used) by financing activities 1,666 (64)
-------------- --------------
Effect of exchange rate changes (87) 19
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Net change in cash and cash equivalents (173) (452)
Cash and cash equivalents at beginning of period 4,988 3,838
-------------- --------------
Cash and cash equivalents at end of period $ 4,815 $ 3,386
============== ==============
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, 2007
for such disclosures. The condensed consolidated balance sheet as of December
31, 2007 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 2007 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.
Note 3 -- Pension
Components of net periodic pension cost are as follows:
Three Months Ended
------------------------------------
March 31 March 31
2008 2007
---------------- ----------------
Components of net periodic benefit cost:
Interest cost $ 45,000 $ 47,500
Service cost 7,500 7,500
Expected return on plan assets (56,250) (57,500)
Amortization of prior service costs 2,250 2,250
Amortization of actuarial gain 18,750 22,000
------------------------------------
$ 17,250 $ 21,750
====================================
Note 4 -- Long Term Debt and Shareholders Equity
The Company's revolving loan agreement, as amended, provides for
borrowings up to $15 million with all principal amounts outstanding there under
required to be repaid in a single amount on June 30, 2009. In addition, the
Company's revolving loan agreement requires monthly interest payments. As of
March 31, 2008 and December 31, 2007, the Company had outstanding borrowings of
$12,670,415 and $10,150,175, 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,
2008 as long-term liabilities.
During the first three months of 2008, the Company issued 14,500 shares of
common stock and received proceeds there from of $74,062 upon the exercise of
outstanding stock options. During the same period, the Company also repurchased
57,200 shares of common stock for its treasury. These shares were purchased at
fair market value, with a total cost to the Company of $786,866.
(7)
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.
Financial data by segment (in thousands):
Three months ended
March 31
Sales to external customers: 2008 2007
------------- -------------
United States $ 10,917 $ 9,273
Canada 1,698 1,571
Europe 1,654 1,396
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Consolidated $ 14,269 $ 12,241
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Operating income:
United States $ 1,088 $ 1,301
Canada 110 57
Europe (130) (182)
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Consolidated $ 1,068 $ 1,176
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March 31 December 31
Assets by segment 2008 2007
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United States $ 29,860 $ 28,350
Canada 7,389 7,886
Europe 5,767 5,986
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Consolidated $ 43,016 $ 42,222
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(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 $72,000 and $53,000
for the quarters ended March 31, 2008 and March 31, 2007, respectively. The
Company did not issue options during the three months ended March 31, 2008. As
of March 31, 2008, there was $444,000 of unrecognized compensation cost,
adjusted for estimated forfeitures related to non-vested share -based payments
granted to the Company's employees.
Note 7 - Comprehensive Income
Comprehensive income for the three months ended March 31, 2008 and 2007
consisted of the following (in thousands):
Three Months Ended
March 31
-----------------------------
2008 2007
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Net income $ 753 $ 650
Other comprehensive (loss) / income -
Foreign currency translation (64) 64
------------ ------------
Comprehensive income $ 689 $ 714
============ ============
(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, 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, 2007. 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, 2007.
Results of Operations
Net Sales
Consolidated net sales for the three months ended March 31, 2008 were
$14,269,000, compared with $12,241,000 in the same period in 2007, a 17%
increase (13% at constant currency). Net sales in the U.S. operating segment
increased 17% for the three months ended March 31, 2008, principally due to
higher sales of pencil sharpeners, over-the-counter medications and paper
trimmers. Net sales in Canada decreased by 7% in local currency due to soft
demand in the overall office products market. Net sales in Europe decreased by
4% in local currency.
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, 2008 was $5,986,000
(41.9% of net sales), compared to $5,334,000 (43.6% of net sales) for the same
period in 2007, a decrease of 1.7%. The gross margin decrease for the first
quarter was principally due to a higher proportion of sales of medications in
the U.S. segment, which carry a lower gross margin than the Company's other
product lines. This decrease was partially offset by gross margin percentage
increases in both the Canadian and European operating segments. These increases
were principally related to a favorable customer/product mix.
(10)
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses for the three months
ended March 31, 2008 were $4,918,000 (34.5% of net sales), compared with
$4,158,000 (34.0% of net sales) for the same period of 2007, an increase of
$760,000. The increase in SG&A expenses for the three months ended March 31,
2008, compared to the same period in 2007, was primarily the result of the
addition of sales, marketing and quality control personnel as well as
incrementally higher sales commissions and freight costs associated with higher
sales.
Operating Income
Operating income for the three months ended March 31, 2008 was $1,068,000,
compared with $1,176,000 in the same period of 2007, a decrease of $108,000.
Operating income in the U.S. segment decreased by $213,000 or 16% in the first
quarter of 2008, compared to the same period of 2007 principally due to product
mix and increased SG&A expenses. Operating income in Canada and Europe increased
by approximately $53,000 and $50,000, respectively, in the first quarter of 2008
compared to the same period in 2007.
Interest Expense, Net
Interest expense for the three months ended March 31, 2008 was $96,000,
compared with $154,000 for the same period of 2007, a decrease of $58,000. The
decrease in interest expense during the first three months of 2008 over the
comparable period in 2007 was primarily the result of lower interest rates on
the Company's debt outstanding under its revolving loan agreement.
Other Income, Net
Net other income was $186,000 in the first quarter of 2008, compared to net
other income of $27,000 in the first quarter of 2007, an increase of $159,000.
The change from 2007 is primarily due to gains from foreign currency
transactions.
Income Taxes
The effective tax rate in the first quarter of 2008 was 35%, compared to 38% in
the first quarter of 2007.
(11)
Financial Condition
Liquidity and Capital Resources
The Company's working capital, current ratio and long-term debt to equity ratio
follow:
March 31, 2008 December 31, 2007
-------------------------------------
Working capital $ 31,785,762 $ 29,377,846
Current ratio 5.66 4.46
Long term debt to equity ratio 55.4% 44.2%
During the first three months of 2008, total debt increased by $2,524,000,
compared to total debt at December 31, 2007 principally as a result of
additional borrowings under the revolving loan agreement related to the buildup
of inventory in anticipation of future business, and the repurchase of common
stock under a previously announced repurchase program, partially offset by cash
generated from operations.
Under the Company's revolving loan agreement with Wachovia, the maximum
borrowing amount is $15 million, the interest rate is LIBOR plus 1% and the
maturity date is June 30, 2009. Funds borrowed under the revolving loan
agreement will be used for working capital, general operating expenses and
certain other purposes. As of March 31, 2008, $12,670,000 was outstanding and
$2,330,000 was available for borrowing under the revolving loan agreement.
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.
Recently Issued Accounting Standards
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in GAAP and establishes a hierarchy that categorizes and
prioritizes the sources to be used to estimate fair value. SFAS No. 157 also
expands financial statement disclosures about fair value measurements. On
February 12, 2008, the FASB issued FASB Staff Position (FSP) 157-2 which delays
the effective date of SFAS No. 157 for one year, for all nonfinancial assets and
nonfinancial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually). SFAS
No. 157 and FSP 157-2 are effective for financial statements issued for fiscal
years beginning after November 15, 2007. We will elect a partial deferral of
SFAS No. 157 under the provisions of FSP 157-2 related to the measurement of
fair value used when evaluating long-lived assets for impairment and valuing
asset retirement obligations. The impact of partially adopting SFAS No. 157
effective January 1, 2008 will not be material to our financial statements.
(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, 2007.
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 March 31, 2008, 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, 2008, there were no significant changes in
our internal control over financial reporting that have materially affected, or
are reasonably likely to materially affect our internal control over financial
reporting.
(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, 2007.
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
(c) On October 4, 2005, the Company announced a stock repurchase program of up
to 150,000 shares. In addition, on January 23, 2008, the Company announced a new
stock repurchase program of up to 150,000 shares. These programs do not have an
expiration date. The following table discloses the total shares repurchased
under these programs for the quarter ended March 31, 2008:
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 57,200 $ 13.76 117,600 182,400
February - - -
March - - -
--------------------------------------------------------------------------------------------
Total 57,200 $ 13.76 117,600 182,400
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, 2008
By /s/ PAUL G. DRISCOLL
------------------------------
Paul G. Driscoll
Vice President and
Chief Financial Officer
Dated: May 5, 2008
(15)