8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): October 19, 2012

ACME UNITED CORPORATION

(Exact name of registrant as specified in its charter)

__________________

Connecticut	001-07698	06-0236700
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On October 19, 2012, Acme United Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2012.  A copy of the press release is attached as Exhibit 99.1 to this current report.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)           Exhibits

Exhibit Number	Description
99.1	Press release dated October 19, 2012

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 hereunto duly authorized.

ACME UNITED CORPORATION

By	/s/  Walter C. Johnsen
	Walter C. Johnsen Chairman and Chief Executive Officer
Dated:   October 19, 2012
By	/s/  Paul G. Driscoll
	Paul G. Driscoll Vice President and Chief Financial Officer
Dated:   October 19, 2012

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated October 19, 2012

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EX-99.1

Exhibit 99.1

ACME UNITED CORPORATION           NEWS RELEASE

CONTACT:	Paul G. Driscoll	Acme United Corporation	60 Round Hill Road	Fairfield, CT  06824
		Phone: (203) 254-6060	FAX: (203) 254-6521

FOR IMMEDIATE RELEASE   October 19, 2012

ACME UNITED CORPORATION REPORTS 17% INCREASE IN NET INCOME FOR THE THIRD QUARTER

FAIRFIELD, CONN. – October 19, 2012 – Acme United Corporation (NYSE MKT:ACU) today announced that net sales for the third quarter ended September 30, 2012 were $20.4 million, compared to $19.0 million in the comparable period of 2011, an increase of 7% (8% in local currency).

Net income was $798,000, or $.26 per diluted share, for the quarter ended September 30, 2012, compared to $682,000 or $.22 per diluted share, for the comparable period last year, an increase of 17% in net income and 18% in diluted earnings per share.

Net sales for the nine months ended September 30, 2012 were $64.8 million, compared to $57.5 million in the same period in 2011, an increase of 13%.

Net income for the nine months ended September 30, 2012 was $3,118,000, or $1.00 per diluted share, compared to $2,545,000, or $.82 per diluted share in the comparable period last year, a 23% increase in net income and 22% in diluted earnings per share.

Net sales for the quarter ended September 30, 2012 in the U.S. segment increased 11% compared to the same period in 2011 primarily due to increased sales of Camillus knives and measuring products from the C-Thru Ruler acquisition on June 7, 2012. Net sales for the nine months ended September 30, 2012 in the U.S. segment increased 18% compared to the same period in 2011 due to increased sales of Camillus knives, iPoint pencil sharpeners, paper trimmers, first aid kits and measuring products.  Net sales in Canada for the three months ended September 30, 2012 increased 19% in U.S dollars (21% in local currency) compared to the same period in 2011 due to increased sales of Camillus knives. Net sales in Canada for the nine months ended September 30, 2012 increased 2% in U.S. dollars (5% in local currency) compared to the same period in 2011.   European net sales for the three months ended September 30, 2012 decreased 25% in U.S. dollars (14% in local currency), compared to the same period last year due to the liquidation of a large customer as a result of their financial troubles.  European net sales for the nine months ended September 30, 2012 decreased 6% in U.S. dollars but increased 4% in local currency compared to the same period last year.

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Gross margins were 36% in the third quarter of 2012 versus 35% in the comparable period last year.  Gross margins were 36% for the nine months ended September 30, 2012 and 2011, respectively.

Operating profit was $1,359,000 for the quarter ended September 30, 2012 compared to$1,120,000 for the comparable period last year, an increase of 21%. Operating profit was$4,895,000 for the nine months ended September 30, 2012 compared to $3,763,000 for thecomparable period last year, an increase of 30%.

Walter C. Johnsen, Chairman and CEO said, “Acme United benefited from growth in our Westcott, Clauss, Pac-Kit and Camillus brands. Our U.S. and Canadian sales performances were particularly strong.  Gross margins in the third quarter improved due to new products and favorable mix.”

The Company’s bank debt less cash and cash equivalents on September 30, 2012 was $14.2 million compared to $11.9 million on September 30, 2011. On June 7, 2012, the Company paid approximately $1.5 million for certain assets of the C-Thru Ruler Company. Additionally, during the 12 month period ended September 30, 2012, Acme purchased 40,560shares of its common stock for treasury for a total of approximately $400,000 and paid approximately $800,000 in dividends on its common stock.

ACME UNITED CORPORATION is a leading worldwide supplier of innovative cutting, measuring and safety products to the school, home, office, hardware and industrial markets. Its leading brands include Westcott®, Clauss®, Camillus®, PhysiciansCare ® and Pac Kit®.

Forward-looking statements in this report, including without limitation, statements related to the Company’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Investors are cautioned that such forward-looking statements involve risks and uncertainties including, without limitation, the following:  (i) the Company’s plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the impact of current uncertainties in global economic conditions and the ongoing financial crisis affecting the domestic and foreign banking systems and financial markets, including the impact on the Company’s suppliers and customers (iii) currency fluctuations (iv) the Company’s plans and results of operations will be affected by the Company’s ability to manage its growth, (v) the Company’s ability to successfully integrate acquired business; and (vi) other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.

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ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THIRD QUARTER REPORT 2012
(Unaudited)
	Three Months Ended			Three Months Ended
Amounts in $000's except per share data	September 30, 2012			September 30, 2011
Net sales	$	20,363		$	19,036
Cost of goods sold		12,937			12,396
Gross profit		7,426			6,640
Selling, general, and administrative expenses		6,067			5,520
Income from operations		1,359			1,120
Interest expense		147			112
Interest income		(64	)		(42	)
Net interest expense		83			70
Other expense		7			20
Total other expense		90			90
Pre-tax income		1,269			1,030
Income tax expense		471			348
Net income	$	798		$	682
Shares outstanding - Basic		3,103			3,102
Shares outstanding - Diluted		3,133			3,120
Earnings per share basic	$	0.26		$	0.22
Earnings per share diluted		0.26			0.22

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ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THIRD QUARTER REPORT 2012 (cont.)
(Unaudited)
	Nine Months Ended			Nine Months Ended
Amounts in $000's except per share data	September 30, 2012			September 30, 2011
Net sales	$	64,835		$	57,466
Cost of goods sold		41,644			36,835
Gross profit		23,191			20,631
Selling, general, and administrative expenses		18,296			16,868
Income from operations		4,895			3,763
Interest expense		340			323
Interest income		(140	)		(132	)
Net interest expense		200			191
Other expense  (income)		93			(2	)
Total other expense		293			189
Pre-tax income		4,602			3,574
Income tax expense		1,484			1,029
Net income	$	3,118		$	2,545
Shares outstanding - Basic		3,114			3,090
Shares outstanding - Diluted		3,132			3,105
Earnings per share basic	$	1.00		$	0.82
Earnings per share diluted		1.00			0.82

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ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
THIRD QUARTER REPORT 2012
(Unaudited)
Amounts in $000's	September 30, 2012		September 30, 2011
Assets:
Current assets:
Cash and cash equivalents	$	10,105	$	6,270
Accounts receivable, net		16,058		16,661
Inventories		29,992		22,804
Prepaid and other current assets		1,911		1,075
Total current assets		58,066		46,810
Property and equipment, net		2,388		2,381
Long term receivable		1,718		1,794
Intangible assets, net		4,275		3,326
Other assets		1,213		1,033
Total assets	$	67,660	$	55,344
Liabilities and stockholders' equity:
Current liabilities
Accounts payable	$	6,513	$	4,435
Other current liabilities		5,295		3,869
Total current liabilities		11,808		8,304
Bank debt		24,321		18,106
Other non current liabilities		1,153		1,373
		37,282		27,783
Total stockholders' equity		30,378		27,561
Total liabilities and stockholders' equity	$	67,660	$	55,344

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