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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, 2004
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 Q4823
ACME UNITED CORPORATION
(Exact name of registrant as specified in its charter)
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CONNECTICUT 06-0236700
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1931 BLACK ROCK TURNPIKE, Fairfield, Connecticut 06825
- ------------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 332-7330
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 an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
Registrant had 3,818,812 shares outstanding as of April 28, 2004 of its $2.50
par value Common Stock.
(1)
ACME UNITED CORPORATION
Page
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Part I-- FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets..................... 3
Condensed Consolidated Statements of Operations
and Comprehensive Income............................... 5
Condensed Consolidated Statements of Cash Flows........... 6
Notes to Condensed Consolidated Financial Statements...... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 9
Item 3. Quantitative and Qualitative Disclosure About Market Risk... 11
Item 4. Controls and Procedures..................................... 11
Part II -- OTHER INFORMATION
Item 1. Legal Proceedings........................................... 12
Item 2. Changes in Securities....................................... 12
Item 3. Defaults Upon Senior Securities............................. 12
Item 4. Submission of Matters to a Vote of Security Holders......... 12
Item 5. Other Information........................................... 13
Item 6. Exhibits and Reports on Form 8-K............................ 13
Signatures.......................................................... 14
(2)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(all amounts in thousands, except per share data)
At March 31 At December 31
2004 2003
(UNAUDITED)
------------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 892 $ 1,391
Accounts receivable, less allowance 6,687 7,075
Inventories:
Finished goods 7,559 7,252
Work in process 112 120
Raw materials and supplies 665 807
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8,336 8,179
Prepaid expenses and other current assets 607 260
Deferred income taxes 266 286
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Total current assets 16,788 17,191
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Property, plant and equipment:
Land 230 235
Buildings 2,642 2,644
Machinery and equipment 5,792 5,772
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8,664 8,651
Less accumulated depreciation 6,303 6,266
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2,361 2,385
Other assets 367 358
Goodwill 89 89
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Total assets $ 19,605 $ 20,023
============= =============
See notes to condensed consolidated financial statements.
(3)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS - continued
(all amounts in thousands, except per share data)
At March 31 At December 31
2004 2003
(UNAUDITED)
------------- -------------
LIABILITIES
Current liabilities:
Notes payable $ 183 $ 141
Accounts payable 1,721 1,743
Other accrued liabilities 1,870 2,494
Current portion of long-term debt 1,745 2,035
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Total current liabilities 5,519 6,413
Deferred income taxes 156 156
Long-term debt, less current portion 2,542 2,752
Other 603 524
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Total liabilities 8,820 9,845
STOCKHOLDERS' EQUITY Common stock, par value $2.50:
authorized 8,000,000 shares;
issued 3,743,812 shares,
including treasury stock 9,360 9,132
Treasury stock, at cost - 403,261 shares
in 2004 and 387,261 shares in 2003 (1,672) (1,622)
Additional paid-in capital 2,123 2,029
Retained earnings 2,402 2,010
Accumulated other comprehensive loss:
Translation adjustment (737) (680)
Minimum pension liability (691) (691)
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(1,428) (1,371)
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Total stockholders' equity 10,785 10,178
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Total liabilities and stockholders' equity $ 19,605 $ 20,023
============= =============
See notes to condensed consolidated financial statements.
(4)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(UNAUDITED)
(all amounts in thousands of dollars, except per share amounts)
Three Months Ended
March 31
----------------------
2004 2003
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Net sales $ 8,567 $ 7,189
Costs and expenses:
Cost of goods sold 4,848 4,307
Selling, general and administrative expenses 2,969 2,301
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7,817 6,608
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Income before non operating items 750 581
Non operating items:
Interest expense 45 79
Other (income) expense (5) 150
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40 229
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Income before income taxes 710 352
Income tax expense 318 274
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Net income 392 78
Other comprehensive (expense) income -
Foreign currency translation (57) 234
Change in fair value of derivative financial instrument
less deferred income taxes of $9 in 2003 - 17
---------- ----------
Comprehensive income $ 335 $ 329
========== ==========
Basic earnings per share $ 0.12 $ 0.02
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Diluted earnings per share $ 0.11 $ 0.02
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Weighted average number of common shares outstanding-
denominator used for basic per share computations 3,303 3,378
Weighted average number of dilutive stock options
outstanding 289 102
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Denominator used for diluted per share computations 3,592 3,480
========== ==========
See notes to condensed consolidated financial statements
(5)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(all amounts in thousands of dollars)
Three Months Ended
March 31
----------------------------
2004 2003
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Operating Activities:
Net income $ 392 $ 78
Adjustments to reconcile net income
to net cash provided (used) by operating activities:
Depreciation 105 104
Amortization 5 6
Deferred income taxes 20 274
Gain on sale of assets (19) -
Changes in operating assets and liabilities:
Accounts receivable 376 391
Inventories (155) (410)
Prepaid expenses and other current assets (305) 2
Other assets 30 33
Accounts payable (60) 117
Other accrued liabilities (456) (591)
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Total adjustments (459) (74)
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Net cash provided (used) by operating activities (67) 3
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Investing Activities:
Purchase of plant, property and equipment (107) (114)
Proceeds from sale of plant, property and equipment 23 -
Purchase of patents and trademarks (2) (17)
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Net cash used by investing activities (86) (131)
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Financing Activities:
Net short-term (payments) borrowings (396) 321
Payments of long-term debt (210) -
Proceeds from issuance of common stock 322 -
Purchase of 16,000 shares of common stock in 2004 and
10,000 shares of common stock in 2003 for treasury (50) (32)
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Net cash provided (used) by financing activities (334) 289
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Effect of exchange rate changes (12) 30
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Net change in cash and cash equivalents (499) 192
Cash and cash equivalents at beginning of period 1,391 597
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Cash and cash equivalents at end of period $ 892 $ 789
============= =============
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. 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, 2003 for such disclosures. The condensed
consolidated balance sheet as of December 31, 2003 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.
Note 2 -- Contingencies
The Company has been involved in certain environmental and other matters. Based
on information available, the Company believes that there will not be a material
adverse impact on financial position, results of operations, or liquidity, from
these matters, either individually or in aggregate.
Note 3 -- Pension
Components of net periodic pension cost for the three months ended:
March 31 March 31
2004 2003
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Components of net periodic benefit cost:
Interest cost $ 49,727 $ 55,316
Service cost $ 8,750 $ 8,750
Expected return on plan assets $ (64,281) $ (61,531)
Amortization of prior service costs $ 2,194 $ 2,194
Amortization of actuarial gain $ 12,399 $ 20,172
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$ 8,789 $ 24,901
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The Company previously disclosed in its financial statements for the year ended
December 31, 2003 that it expected to contribute $29,000 to its pension plan. As
of March 31, 2004, no contributions have been made. The Company does not
anticipate at this time to contribute more to its pension plan in 2004 than the
original estimate of $29,000.
Note 4 -- Accounting for Stock-Based Compensation
At March 31, 2004, the Company has one stock-based employee compensation plan.
The Company has elected to adopt the disclosure only provisions of Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation,
and continues to measure costs for its employee stock compensation plans by
using the accounting methods prescribed by APB Opinion No. 25, Accounting for
Stock Issued to Employees, which allows that no compensation cost be recognized
unless the exercise price of the options granted is greater than the fair market
value of the Company's stock at date of grant. Generally, no stock-based
employee compensation cost is reflected in net income, as all options granted
had an exercise price equal to the market value of the underlying common stock
on the date of grant. See Note 7 for shares exercised in January 2004.
The following table illustrates the effect on net income and earnings per share
as if the Company had applied the fair value method under SFAS No. 123,
Accounting for Stock Based Compensation, to stock-based employee compensation
for the three months ended:
(7)
March 31 March 31
2004 2003
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Net income, as reported $ 391,864 $ 77,834
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related income tax effects 20,305 18,977
- --------------------------------------------------------------------------------
Pro forma net income $ 371,559 $ 58,857
================================================================================
Basic-as reported $ 0.12 $ 0.02
Basic-pro forma $ 0.11 $ 0.02
Diluted-as reported $ 0.11 $ 0.02
Diluted-pro forma $ 0.10 $ 0.02
Note 5 -- Litigation Settlement
As a result of significant developments in the first quarter of 2003 the
Company's German subsidiary settled litigation for $175,000. This amount
exceeded previous accruals by $153,000 and was charged to other expense.
Note 6 -- Income Taxes
In 2004 and 2003, consolidated income before income taxes includes losses of
foreign subsidiaries with no income tax benefit, resulting in an effective
consolidated income tax rate greater than the United States statutory rate.
Note 7 -- Capital Structure
During the first quarter of 2004, the Company issued 91,000 shares of common
stock with a value of $322,250 upon the exercise of outstanding stock options.
The company also repurchased 16,000 shares of common stock for treasury. The
shares were purchased at fair market value, with a total cost to the Company of
$50,375. An additional $31,225 of compensation expense was charged to operating
results as a result of the transaction, as the shares were repurchased by the
Company within six months of the original option exercise.
(8)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the Three Months Ended March 31, 2004
Results of Operations
Net Sales
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 business specific to the back-to-school season.
Consolidated net sales for the quarter ended March 31, 2004 were $8,567,000
compared with $7,189,000 for 2003, a 19% increase. Excluding the favorable
effect of currency gains in Canada and Europe the net sales increase represented
15%. The sales increase was mainly driven by a 16% increase in the U.S. due to
market share gains, new product launches and the early delivery of
back-to-school products. International sales were up 11% in local currency.
Gross Profit
The gross profit for the first quarter of 2004 was $3,719,000 (43.4% of net
sales) compared to $2,882,000 (40.1% of net sales) for the first quarter of
2003. The introduction of new products coupled with productivity gains were the
main reasons for the improved gross margins.
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses for the first quarter of
2004 were $2,969,000 (35% of net sales) compared with $2,301,000 (32% of net
sales) for the same period of 2003, an increase of $670,000. The majority of the
increase was selling related expenses, the new sourcing and quality control
office in Hong Kong and the addition of marketing personnel in North America.
Interest Expense
Interest expense for the first quarter of 2004 was $45,000, compared with
$79,000 for 2003, a $34,000 decrease. This is mainly attributable to the decline
in debt.
Other Expense
Net other income was $5,000 in the first quarter of 2004 compared to net other
expense of $150,000 in the first quarter of 2003. The change from 2003 relates
to the settlement of a lawsuit in Germany in late March of 2003.
Income Before Income Taxes
Income before income taxes was $710,000 in the first quarter of 2004 compared
with $352,000 in the first quarter of 2003, an increase of $358,000. Pretax
income for North America increased by $120,000. The European operations lost
$140,000 in the first quarter of 2004 compared to $378,000 in 2003. 2003 results
included a one-time expense of $175,000 for settlement of a lawsuit. The
profitability in Europe is improving due to higher sales and lower fixed costs.
Income Taxes
The effective tax rate in the first quarter of 2004 was 45% compared to 78% in
the first quarter of 2003. The improvement is principally due to the lower
losses in Europe, for which the benefit can not be utilized to offset earnings.
Net Income
Net income for the first quarter of 2004 was $392,000, or 11 cents per share
(diluted), compared to a net income of $78,000, or 2 cents per share (diluted)
for the same period of 2002.
(9)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-Continued
For the Three Months Ended March 31, 2004
Financial Condition
Liquidity and Capital Resources
The Company's working capital, current ratio and long-term debt to equity ratio
follow:
March 31, 2004 December 31, 2003
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Working capital........................ $11,269,000 $10,777,000
Current ratio.......................... 3.04 to 1 2.68 to 1
Long-term debt to equity ratio......... 24.0% 27.0%
During the first three months of 2004, total debt decreased by $459,066 compared
to total debt at December 31, 2003 principally as a result of proceeds from the
issuance of common stock from the exercise of options, and the build up of
inventory at year end 2003.
The Company has a revolving loan agreement, which allows for borrowings up to a
maximum of $10,000,000 based on a formula, which applies specific percentages to
balances of accounts receivable and inventory. Interest is payable monthly and
is charged at the LIBOR rate plus 1.75 percent. As of March 31, 2004, $3,910,612
was outstanding and $4,339,334 was available for borrowing under this agreement.
Maturities of long-term debt follow: 2004 - $1,744,885, 2005 - $2,165,727. All
outstanding borrowings are due on July 31, 2005.
Cash expected to be generated from operating activities, together with funds
available under its existing loan agreement, are expected, under current
conditions, to be sufficient to finance the Company's planned operations over
the next twelve months. Over that same period, the Company does not expect to
make significant investments in plant, property, and equipment.
Safe Harbor for Forward-looking Statements
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 Company's plans and
results of operations will be affected by the Company's ability to manage its
growth and inventory; and (iii) other risks and uncertainties indicated from
time to time in the Company's filings with the Securities and Exchange
Commission.
(10)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-Continued
For the Three Months Ended March 31, 2004
Item 3. Quantitative and Qualitative Disclosure About Market Risk
There are no material changes in market risks since our most recent filing on
Form 10-K for the year ended December 31, 2003.
Item 4. Controls and Procedures
(a) Evaluation of Internal Controls and Procedures
As of a date within 90 days prior to the date of the filing of this report, 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 our
disclosure controls and procedures are 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 Controls
Subsequent to the date of their evaluation, there have not been any significant
changes in our internal controls or in other factors that could significantly
affect these controls, including any corrective action with regard to
significant deficiencies and material weaknesses.
(11)
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings
None.
Item 2 -- Changes in Securities
On July 23, 2003, the Company announced a stock repurchase program of
150,000 shares. The program does not have an expiration date. The following
table discloses the shares repurchased under the program for the quarter
ended March 31, 2004:
Total Number of Maximum
shares Number of
Purchased as Shares that can
Total Number of Part of Publicly be Purchased
Shares Average Price Announced Under the
Period Purchased Paid per Share Program Program
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January 1 to January 31 16,000 $5.10 16,000 150,000
February 1 to February 29 - - - -
March 1 to March 31 - - - -
Item 3. --Defaults Upon Senior Securities
None
Item 4 -- Submission of Matters to a Vote of Security Holders
A. The Annual Meeting was held on April 26, 2004.
B. The following individuals were elected Directors at the Meeting and
comprise the entire Board.
Votes for Votes against Votes withheld
--------- ------------- --------------
George R. Dunbar 3,173,066 139,217 28,268
Richmond Y. Holden, Jr. 3,173,399 138,884 28,268
Walter C. Johnsen 3,189,399 122,884 28,268
Wayne R. Moore 3,173,399 138,884 28,268
Susan H. Murphy 3,173,066 139,217 28,268
Brian Olschan 3,173,066 139,217 28,268
Gary D. Penisten 3,219,399 92,884 28,268
Stevenson E. Ward 3,173,399 138,884 28,268
(12)
Item 5 -- Other Information
None.
Item 6 -- Exhibits and Reports on Form 8-K
(a) 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
(b) Reports on Form 8-K
A Form 8-K was filed by the Company on April 22, 2004.
(13)
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
President and
Chief Executive Officer
Dated: April 28, 2004
By /s/ PAUL G. DRISCOLL
------------------------------
Paul G. Driscoll
Vice President and
Chief Financial Officer
Dated: April 28, 2004
(14)
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:
1. I have reviewed this quarterly report on Form 10-Q of Acme United
Corporation;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures 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 quarterly report is being reported;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
filing date of this quarterly report March 31, 2004; and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of March 31, 2004;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors:
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management
or other employees who have significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
By /s/ WALTER C. JOHNSEN
------------------------------
Walter C. Johnsen
President and
Chief Executive Officer
Dated: April 28, 2004
(15)
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:
1. I have reviewed this quarterly report on Form 10-Q of Acme United
Corporation;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures 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 quarterly report is being reported;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date 90 days prior to filing
date of this quarterly report March 31, 2004; and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of March 31, 2004;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors:
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management
or other employees who have significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
By /s/ PAUL G. DRISCOLL
------------------------------
Paul G. Driscoll
Vice President and
Chief Financial Officer
Dated: April 28, 2004
(16)
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, 2004 (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(b), 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
President and
Chief Executive Officer
Dated: April 28, 2004
(17)
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, 2004 (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(b), 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/ PAUL G. DRISCOLL
------------------------------
Paul G. Driscoll
Vice President and
Chief Financial Officer
Dated: April 28, 2004
(18)