================================================================================
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, 2005
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
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Commission file number 001-07698
ACME UNITED CORPORATION
(Exact name of registrant as specified in its charter)
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CONNECTICUT 06-0236700
----------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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 3,503,971 shares outstanding as of April 27, 2005 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...................... 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.... 13
Item 4. Controls and Procedures...................................... 13
Part II -- OTHER INFORMATION
Item 1. Legal Proceedings............................................ 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 and Reports on Form 8-K............................. 15
Signatures........................................................... 16
(2)
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(all amounts in thousands)
March 31 December 31
2005 2004
(unaudited) (audited)
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 1,006 $ 1,888
Accounts receivable, less allowance 8,013 8,885
Inventories:
Finished goods 8,322 7,739
Work in process 152 92
Raw materials and supplies 733 558
------------ ------------
9,207 8,389
Prepaid expenses and other current assets 564 485
Deferred income taxes 279 279
------------ ------------
Total current assets 19,069 19,926
------------ ------------
Property, plant and equipment:
Land 165 251
Buildings 2,547 2,796
Machinery and equipment 6,132 6,102
------------ ------------
8,844 9,149
Less accumulated depreciation 6,776 6,853
------------ ------------
2,068 2,296
Other assets 680 656
Goodwill 89 89
------------ ------------
Total assets $ 21,906 $ 22,967
============ ============
See notes to condensed consolidated financial statements.
(3)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(all amounts in thousands)
March 31 December 31
2005 2004
(unaudited) (audited)
------------ ------------
LIABILITIES
Current liabilities:
Accounts payable $ 2,150 $ 2,316
Other accrued liabilities 2,995 4,682
Current portion of long-term debt 1,991 1,379
------------ ------------
Total current liabilities 7,136 8,377
Deferred income taxes 131 131
Long-term debt, less current portion 58 55
Other 419 420
------------ ------------
Total liabilities 7,744 8,983
STOCKHOLDERS' EQUITY
Common stock, par value $2.50:
authorized 8,000,000 shares;
issued - 4,058,762 shares in 2005
and 3,849,512 shares in 2004,
including treasury stock 10,147 9,624
Treasury stock, at cost - 496,091 shares
in 2005 and 436,091 shares in 2004 (2,829) (1,875)
Additional paid-in capital 2,278 2,231
Retained earnings 5,610 5,034
Accumulated other comprehensive loss:
Translation adjustment (367) (351)
Derivative financial instruments (79) (81)
Minimum pension liability (598) (598)
------------ ------------
(1,044) (1,030)
------------ ------------
Total stockholders' equity 14,162 13,984
------------ ------------
Total liabilities and stockholders' equity $ 21,906 $ 22,967
============ ============
See notes to condensed consolidated financial statements.
(4)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(UNAUDITED)
(all amounts in thousands, except per share amounts)
Three Months Ended
March 31
--------------------------
2005 2004
------------ ------------
Net sales $ 10,583 $ 8,567
Costs and expenses:
Cost of goods sold 5,722 4,848
Selling, general and administrative expenses 3,719 2,969
------------ ------------
9,441 7,817
------------ ------------
Income before non-operating items 1,142 750
Non-operating items:
Interest expense 13 45
Other (income) expense 49 (5)
------------ ------------
62 40
------------ ------------
Income before income taxes 1,080 710
Income tax expense 430 318
------------ ------------
Net income 650 392
Other comprehensive expense (income) -
Foreign currency translation 16 57
Change in fair value of derivative financial instrument (2) -
------------ ------------
Comprehensive income $ 636 $ 335
============ ============
Basic earnings per share $ 0.19 $ 0.12
============ ============
Diluted earnings per share $ 0.17 $ 0.11
============ ============
Weighted average number of common shares outstanding-
denominator used for basic per share computations 3,489 3,303
Weighted average number of dilutive stock options
outstanding 368 289
------------ ------------
Denominator used for diluted per share computations 3,857 3,592
============ ============
Dividends declared per share $ 0.02 $ -
============ ============
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
--------------------------
2005 2004
------------ ------------
Operating Activities:
Net income $ 650 $ 392
Adjustments to reconcile net income
to net cash provided (used) by operating activities:
Depreciation 125 105
Amortization 11 5
Deferred income taxes - 20
Loss (gain) on disposal/sale of assets 39 (19)
Changes in operating assets and liabilities:
Accounts receivable 832 376
Inventories (859) (155)
Prepaid expenses and other current assets (84) (305)
Other assets - 30
Accounts payable (148) (60)
Other accrued liabilities (1,594) (456)
------------ ------------
Total adjustments (1,678) (459)
------------ ------------
Net cash used by operating activities (1,028) (67)
------------ ------------
Investing Activities:
Purchase of property, plant, and equipment (133) (107)
Purchase of patents and trademarks (34) 23
Proceeds from sale of property, plant, and equipment 164 (2)
------------ ------------
Net cash used by investing activities (3) (86)
------------ ------------
Financing Activities:
Net short-term borrowings (payments) 617 (438)
Payments of long-term debt - (210)
Proceeds from issuance of common stock 570 322
Distributions to stockholders (74)
Purchase of 60,000 shares of common stock in 2005 and
16,000 shares of common stock in 2004 for treasury (954) (50)
------------ ------------
Net cash provided (used) by financing activities 159 (376)
------------ ------------
Effect of exchange rate changes (10) (12)
------------ ------------
Net change in cash and cash equivalents (882) (541)
Cash and cash equivalents at beginning of period 1,888 1,250
------------ ------------
Cash and cash equivalents at end of period $ 1,006 $ 709
============ ============
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, 2004 for such disclosures. The condensed
consolidated balance sheet as of December 31, 2004 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 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 there will not be a material
adverse impact on financial position, results of operations, or liquidity from
these matters.
Note 3 -- Pension
Components of net periodic pension cost are as follows for the periods ended:
Three Months Ended
-----------------------------------
March 31 March 31
2005 2004
---------------- ----------------
Components of net periodic benefit cost:
Interest cost $ 48,750 $ 49,727
Service cost 8,750 8,750
Expected return on plan assets (61,000) (64,281)
Amortization of prior service costs 2,250 2,194
Amortization of actuarial gain 16,000 12,399
- --------------------------------------------------------------------------------
$ 14,750 $ 8,789
================================================================================
Note 4 -- Accounting for Stock-Based Compensation
At March 31, 2005, the Company has one stock-based employee compensation plan.
The Company has elected to adopt only the disclosure 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 less 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.
The following table illustrates the proforma 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 periods ended:
(7)
Three Months Ended
March 31
---------------------------
2005 2004
------------- ------------
Net income, as reported $ 650,101 $ 391,864
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related income tax effects 29,677 20,305
- ----------------------------------------------------------------------------
Pro forma net income $ 620,424 $ 371,559
============================================================================
Basic-as reported $ 0.19 $ 0.12
Basic-pro forma $ 0.18 $ 0.11
Diluted-as reported $ 0.17 $ 0.11
Diluted-pro forma $ 0.16 $ 0.10
Note 5 -- Income Taxes
In 2005 and 2004, 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 6 -- Capital Structure
During the first three months of 2005, the Company issued 209,250 shares of
common stock with proceeds of $569,654 upon the exercise of outstanding stock
options. The Company also repurchased 60,000 shares of common stock for
treasury. The shares were purchased at fair market value, with a total cost to
the Company of $954,127.
Note 7 -- Business Combination
On May 28, 2004, the Company purchased Clauss Cutlery, a division of Alco
Industries, Inc.. Sales of Clauss products for seven months in 2004 were $1.7
million. The purchase price was the aggregate value of inventory, trademarks and
brand names totaling $446,754. Included in the accompanying Statement of
Operations for the three months ended March 31, 2005 are the operations of the
acquired business. Sales for Clauss products for the three months ended March
31, 2005 were $760,000. In accordance with Regulation S-X, proforma information
for the three months ended March 31, 2005 is not provided because of the
immateriality of the transaction.
(8)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the Three Months Ended March 31, 2005
Item 2. - Results of Operations
Forward-Looking Information
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.
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 back-to-school season. Consolidated net sales for the
quarter ended March 31, 2005 were $10,583,000 compared with $8,567,000 for 2004,
a 24% increase. Excluding the favorable effect of currency gains in Canada and
Europe, the net sales increase represented 21%. The sales increase was mainly
driven by a 25% increase in the U.S. due to market share gains, new product
launches and the Clauss business acquired on May 28, 2004. International sales
were up 10% in local currency.
Gross Profit
The gross profit for the first quarter of 2005 was $4,861,000 (45.9% of net
sales) compared to $3,719,000 (43.4% of net sales) for the first quarter of
2004. The increased percentage of new products with higher gross margins coupled
with positive impacts from product rationalization efforts and sales of a more
profitable product mix in Europe 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
2005 were $3,719,000 (35% of net sales) compared with $2,969,000 (35% of net
sales) for the same period of 2004, an increase of $750,000. The majority of the
increase was selling-related expenses, investment in new products and the
addition of sales, marketing, logistics and quality control personnel.
Interest Expense
Interest expense for the first quarter of 2005 was $13,000, compared with
$45,000 for the same quarter of 2004, a $32,000 decrease. This is mainly
attributable to the decline in bank debt (the amount outstanding under the
Company's revolving credit facility).
Other Expense
Net other expense was $49,000 in the first quarter of 2005 compared to net other
income of $5,000 in the first quarter of 2004. The change from 2004 is primarily
due to higher foreign exchange transaction and disposal of fixed asset losses in
2005.
Income Before Income Taxes
Income before income taxes was $1,080,000 in the first quarter of 2005 compared
with $710,000 in the first quarter of 2004, an increase of $370,000 or 52%.
Pretax income for North America and Asia increased by $290,000. The European
operations had a net loss of $60,000 in the first quarter of 2005 compared to
$140,000 in 2004. The profitability in Europe is improving due to higher sales
and product rationalization. The higher sales are primarily due to increases in
the sales force and increased advertising.
(9)
Income Taxes
The effective tax rate in the first quarter of 2005 was 40% compared to 45% in
the first quarter of 2004. The improvement is principally due to the lower
losses in Europe, for which the benefit cannot be utilized to offset other
taxable earnings.
Net Income
Net income for the first quarter of 2005 was $650,000, or 17 cents per share
(diluted), compared to a net income of $392,000, or 11 cents per share (diluted)
for the same period of 2004, a 55% increase.
(10)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-Continued
For the Three Months Ended March 31, 2005
Financial Condition
Liquidity and Capital Resources
The Company's working capital, current ratio and long-term debt to equity ratio
follow:
March 31, 2005 December 31, 2004
------------------------------------
Working capital $ 11,933,730 $ 11,548,693
Current ratio 2.67 2.38
Long term debt to equity ratio 0.4% 0.4%
During the first three months of 2005, total debt increased by $615,000 compared
to total debt at December 31, 2004 principally as a result of the buildup of
inventory in anticipation of the Company's stronger sales in the second quarter.
During September 2004, the Company renewed its revolving loan agreement, which
originally allowed for borrowings up to a maximum of $10,000,000 based on a
borrowing base formula, which applied specific percentages to balances of
accounts receivable and inventory. The renewal modified several characteristics
of the original agreement, the most significant of which are reducing the
interest rate to LIBOR plus 1.50% from LIBOR plus 1.75%, eliminating the
borrowing base formula, allowing the Company to borrow up to $10,000,000,
regardless of its inventory and receivable levels, and extending the maturity of
the loan to June 30, 2007. As of March 31, 2005, $1,990,500 was outstanding and
$8,009,500 was available for borrowing under this agreement. It is estimated
that all long-term debt under this loan agreement will be paid off in 2005.
However, the Company may draw down additional funds under this loan agreement in
the future.
Cash expected to be generated from operating activities, which 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 property, plant, and equipment.
Recently Issued Accounting Standards
In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123 (revised 2004) (Statement
123 (R)"), "Share-Based Payment", which revised SFAS No. 123, "Accounting for
Stock-Based Compensation". This statement supercedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees". The revised statement addresses the
accounting for share-based payment transactions with employees and other third
parties, eliminates the ability to account for share-based compensation
transactions using APB 25 and requires that the compensation costs relating to
such transactions be recognized in the consolidated statement of operations. The
revised statement is effective as of the first annual period beginning after
June 15, 2005. Acme will adopt the statement on January 1, 2006 as required. The
impact of adoption of Statement 123 (R) cannot be predicted at this time because
it will depend on levels of share-based payments granted in the future. However,
had Acme adopted Statement 123 in prior periods, the impact of that standard
would have approximated the impact of Statement 123 as described in the
disclosure of pro forma net income (loss) and net income (loss) per share in the
stock-based compensation accounting policy note included in Note 4 to the
consolidated financial statements.
(11)
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of ARB No. 43, Chapter 4," to clarify that abnormal amounts of idle facility
expense, freight, handling costs and wasted material (spoilage) should be
recognized as current period charges, and that fixed production overheads should
be allocated to inventory based on normal capacity of production facilities.
This statement is effective for Acme's fiscal year 2006.
(12)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-Continued
For the Three Months Ended March 31, 2005
Item 3. Quantitative and Qualitative Disclosure About Market Risk
There are no material changes in market risks as disclosed in our annual Report
on Form 10-K for the year ended December 31, 2004.
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, 2005, 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, 2005, 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
financial position, results of operations, or liquidity from these matters.
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
On July 23, 2003, the Company announced a stock repurchase program of up to
150,000 shares. At March 31, 2005, there were 7,670 shares available for
purchase under this program. On March 30, 2005, the Company announced a further
stock repurchase program of up to 150,000 shares. The programs do not have an
expiration date. The following table discloses the total shares repurchased
under these programs for the quarter ended March 31, 2005:
Total Number of Maximum
shares Number of
Purchased as Shares that may
Total Number of Part of Publicly yet be Purchased
Shares Average Price Announced Under the
Period Purchased Paid per Share Programs Programs
---------------------------------------------------------------------------------------------------------------
January - - -
February 15,000 16.50 15,000
March 45,000 15.70 45,000
---------------------------------------------------------------------------------------------------------------
Total 60,000 15.90 60,000 157,670
Item 3. -- Defaults Upon Senior Securities
None
Item 4 -- Submission of Matters to a Vote of Security Holders
None
Item 5 -- Other Information
None.
(14)
PART II. OTHER INFORMATION-Continued
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
(15)
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 27, 2005
By /s/ PAUL G. DRISCOLL
------------------------------
Paul G. Driscoll
Vice President and
Chief Financial Officer
Dated: April 27, 2005
(16)
Exhibit 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, WALTER C. JOHNSEN, certify that:
I have reviewed this Quarterly Report on Form 10-Q of Acme United
Corporation;
Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
By /s/ WALTER C. JOHNSEN
------------------------------
Walter C. Johnsen
President and
Chief Executive Officer
Dated: April 27, 2005
(17)
Exhibit 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, PAUL G. DRISCOLL, certify that:
I have reviewed this Quarterly Report on Form 10-Q of Acme United
Corporation;
Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
By /s/ PAUL G. DRISCOLL
------------------------------
Paul G. Driscoll
Vice President and
Chief Financial Officer
Dated: April 27, 2005
(18)
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, 2005 (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
President and
Chief Executive Officer
Dated: April 27, 2005
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.
(19)
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, 2005 (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: April 27, 2005
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.
(20)