-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G75LlbRZ+FrSL943Wt5KTCyvW4O1aNilClap4+F1RbEnCEqdlttP0ca16u00BVi5 i/jscmJUKHn9JNP6EapuvQ== 0001026608-04-000070.txt : 20041028 0001026608-04-000070.hdr.sgml : 20041028 20041028103857 ACCESSION NUMBER: 0001026608-04-000070 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041028 DATE AS OF CHANGE: 20041028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACME UNITED CORP CENTRAL INDEX KEY: 0000002098 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 060236700 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07698 FILM NUMBER: 041101290 BUSINESS ADDRESS: STREET 1: 1931 BLACK ROCK TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06825 BUSINESS PHONE: 2033327330 FORMER COMPANY: FORMER CONFORMED NAME: ACME SHEAR CO DATE OF NAME CHANGE: 19710713 10-Q 1 acme_10q93004.txt FORM 10-Q ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 10-Q ------------------------------------ |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ ------------------ Commission file number 001-07698 ACME UNITED CORPORATION (Exact name of registrant as specified in its charter) ------------------ 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 3,405,921 shares outstanding as of October 26, 2004 of its $2.50 par value Common Stock. (1) 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....................... 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 2. Changes in Securities....................................... 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............................ 14 Signatures.......................................................... 16 (2) Part I - FINANCIAL INFORMATION Item 1. Financial Statements ACME UNITED CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (all amounts in thousands)
September 30 December 31 2004 2003 (unaudited) (audited) ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 1,599 $ 1,391 Accounts receivable, less allowance 11,213 7,075 Inventories: Finished goods 7,292 7,252 Work in process 73 120 Raw materials and supplies 688 807 ------------ ------------ 8,053 8,179 Prepaid expenses and other current assets 381 260 Deferred income taxes 266 286 ------------ ------------ Total current assets 21,512 17,191 ------------ ------------ Property, plant and equipment: Land 232 235 Buildings 2,652 2,644 Machinery and equipment 5,760 5,772 ------------ ------------ 8,644 8,651 Less accumulated depreciation 6,432 6,266 ------------ ------------ 2,212 2,385 Other assets 622 358 Goodwill 89 89 ------------ ------------ Total assets $ 24,435 $ 20,023 ============ ============
See notes to condensed consolidated financial statements. (3) ACME UNITED CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (continued) (all amounts in thousands)
September 30 December 31 2004 2003 (unaudited) (audited) ------------ ------------ LIABILITIES Current liabilities: Notes payable $ 118 $ 141 Accounts payable 1,928 1,743 Other accrued liabilities 5,365 2,494 Current portion of long-term debt 1,000 2,035 ------------ ------------ Total current liabilities 8,411 6,413 Deferred income taxes 156 156 Long-term debt, less current portion 2,308 2,752 Other 545 524 ------------ ------------ Total liabilities 11,420 9,845 STOCKHOLDERS' EQUITY Common stock, par value $2.50: authorized 8,000,000 shares; issued - 3,840,012 shares in 2004 and 3,652,812 shares in 2003, including treasury stock 9,600 9,132 Treasury stock, at cost - 434,091 shares in 2004 and 387,261 shares in 2003 (1,857) (1,622) Additional paid-in capital 2,223 2,029 Retained earnings 4,355 2,010 Accumulated other comprehensive loss: Translation adjustment (569) (680) Derivative financial instruments (46) - Minimum pension liability (691) (691) ------------ ------------ (1,306) (1,371) ------------ ------------ Total stockholders' equity 13,015 10,178 ------------ ------------ Total liabilities and stockholders' equity $ 24,435 $ 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, except per share amounts)
Three Months Ended Nine Months Ended September 30 September 30 ------------------------- -------------------------- 2004 2003 2004 2003 ------------ ----------- ------------- ----------- Net sales $ 11,595 $ 9,538 $ 32,460 $ 26,869 Costs and expenses: Cost of goods sold 6,142 6,367 17,769 16,897 Selling, general and administrative expenses 3,739 2,648 10,288 7,853 ------------ ----------- ------------- ----------- 9,881 9,015 28,057 24,750 ------------ ----------- ------------- ----------- Income before non-operating items 1,714 523 4,403 2,119 Non-operating items: Interest expense 46 49 131 190 Other (income) expense 52 (91) 126 55 ------------ ----------- ------------- ----------- 98 (42) 257 245 ------------ ----------- ------------- ----------- Income before income taxes 1,616 565 4,146 1,874 Income tax expense 599 263 1,662 879 ------------ ----------- ------------- ----------- Net income 1,017 302 2,484 995 Other comprehensive (expense) income - Foreign currency translation 241 (8) 110 541 Change in fair value of derivative financial instrument less deferred income taxes of $9 in 2003 (46) - (46) 17 ------------ ----------- ------------- ----------- Comprehensive income $ 1,212 $ 294 $ 2,548 $ 1,553 ============ =========== ============= =========== Basic earnings per share $ 0.30 $ 0.09 $ 0.74 $ 0.30 ============ =========== ============= =========== Diluted earnings per share $ 0.26 $ 0.08 $ 0.66 $ 0.28 ============ =========== ============= =========== Weighted average number of common shares outstanding- denominator used for basic per share computations 3,400 3,282 3,352 3,330 Weighted average number of dilutive stock options outstanding 442 304 387 198 ------------ ----------- ------------- ----------- Denominator used for diluted per share computations 3,842 3,586 3,739 3,528 ============ =========== ============= =========== Dividends declared per share $ 0.02 $ - $ 0.04 $ - ============ =========== ============= ===========
See notes to condensed consolidated financial statements (5) ACME UNITED CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (all amounts in thousands)
Nine Months Ended June 30 ----------------------------- 2004 2003 -------------- -------------- Operating Activities: Net income $ 2,484 $ 995 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation 352 309 Amortization 21 19 Deferred income taxes 20 685 Loss (gain) on disposal/sale of assets 34 (117) Changes in operating assets and liabilities: Accounts receivable (4,042) (3,265) Inventories 93 (1,289) Prepaid expenses and other current assets 6 155 Other assets 39 70 Accounts payable 152 1,062 Other accrued liabilities 2,754 917 -------------- -------------- Total adjustments (571) (1,454) -------------- -------------- Net cash provided (used) by operating activities 1,913 (459) -------------- -------------- Investing Activities: Purchase of property, plant, and equipment (330) (209) Purchase of patents and trademarks (286) (74) Proceeds from sale of property, plant, and equipment 52 122 -------------- -------------- Net cash used by investing activities (564) (161) -------------- -------------- Financing Activities: Net short-term (payments) borrowings (977) 1,572 Payments of long-term debt (497) (296) Proceeds from issuance of common stock 663 - Distributions to shareholders (71) - Purchase of 46,830 shares of common stock in 2004 and 118,200 shares of common stock in 2003 for treasury (235) (469) -------------- -------------- Net cash (used) provided by financing activities (1,117) 807 -------------- -------------- Effect of exchange rate changes (24) 40 -------------- -------------- Net change in cash and cash equivalents 208 227 Cash and cash equivalents at beginning of period 1,391 598 -------------- -------------- Cash and cash equivalents at end of period $ 1,599 $ 825 ============== ==============
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 In the June 30, 2004 10Q the Company reported that it was involved in a legal action that was in its preliminary stages. During the third quarter 2004 this proceeding was settled on terms satisfactory to management with no material effect on the Company. The Company is involved from time to time in disputes and other litigations 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 Nine Months Ended --------------------------- --------------------------- September 30 September 30 September 30 September 30 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Components of net periodic benefit cost: Interest cost $ 49,727 $ 55,316 $ 149,180 $ 165,949 Service cost 8,750 8,750 $ 26,250 $ 26,250 Expected return on plan assets (64,281) (61,531) $(192,844) $(184,593) Amortization of prior service costs 2,194 2,194 $ 6,582 $ 6,582 Amortization of actuarial gain 12,399 20,172 $ 37,196 $ 60,515 - ------------------------------------------------------------------------------------------------------- $ 8,789 $ 24,901 $ 26,364 $ 74,703 =======================================================================================================
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 September 30, 2004, no contributions have been made. The Company has recalculated the expected contribution and determined that contributions to its pension plan in 2004 are not required. Therefore, the Company does not intend to contribute to the pension plan in 2004. Note 4 -- Accounting for Stock-Based Compensation At September 30, 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 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. See Note 7 for shares exercised in 2004. (7) 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:
Three Months Ended Nine Months Ended September 30 September 30 -------------------------------- ------------------------------- 2004 2003 2004 2003 --------------- --------------- --------------- --------------- Net income, as reported $ 1,017,289 $ 302,132 $ 2,484,404 $ 994,964 Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related income tax effects 17,655 16,839 56,149 67,609 - --------------------------------------------------------------------------------- -------------------------------- Pro forma net income $ 999,634 $ 285,293 $ 2,428,255 $ 927,355 ================================================================================= ================================ Basic-as reported $ 0.30 $ 0.09 $ 0.74 $ 0.30 Basic-pro forma $ 0.29 $ 0.09 $ 0.72 $ 0.28 Diluted-as reported $ 0.26 $ 0.08 $ 0.66 $ 0.28 Diluted-pro forma $ 0.26 $ 0.08 $ 0.65 $ 0.26
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 nine months of 2004, the Company issued 187,200 shares of common stock with proceeds of $662,892 upon the exercise of outstanding stock options. The company also repurchased 46,830 shares of common stock for treasury. The shares were purchased at fair market value, with a total cost to the Company of $235,598. During the first quarter, an additional $31,225 of compensation expense was charged to operating results as a result of the Company's repurchase of 16,000 shares within six months of exercise of certain options by a terminated employee. Note 8 -- Business Combination On May 28, 2004, the Company purchased Clauss Cutlery, a division of Alco Industries, Inc.. The scissor and cutting business at Clauss is expected to generate approximately $2.0 million in annual net revenues. The purchase price was the aggregate value of inventory, trademarks and brand names totaling $446,754. Included in the purchase price is a stand-by letter of credit the Company issued in the amount of $230,000 for a trademark from Alco Industries, Inc. that was renewed by the U.S. Patent and Trademark Office on July 13, 2004. The letter of credit was set-up to expire on May 28, 2005, if the trademark was not renewed. Since the trademark was renewed prior to the expiration date, Alco Industries, Inc. enforced the letter of credit and drew down the funds. Included in the accompanying Statement of Operations are the operations of the acquired business since the date of acquisition. In accordance with Regulation S-X, proforma information is not provided because of the immateriality of the transaction. (8) Note 9 -- Impairment of Equipment During the second quarter of 2004, the Company abandoned its ruler manufacturing equipment. In accordance with FASB 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company recorded an impairment loss of $84,820, or $0.02 a share, for the full amount of the assets at the time of abandonment. (9) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the Three and Nine Months Ended September 30, 2004 Item 2. - 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 September 30, 2004 were $11,595,000 compared with $9,538,000 for 2003, a 22% increase. Net sales for the first nine months of 2004 were $32,460,000 compared with $26,869,000 for 2003, a 21% increase. Excluding the favorable effect of currency gains in Canada and Europe, net sales for the first nine months increased 19%. The sales increase was mainly driven by a 21% increase in the U.S. due to market share gains and new product launches. The new business in Hong Kong generated $883,000 in the first nine months of 2004. Gross Profit The gross profit for the third quarter of 2004 was $5,453,000 (47.0% of net sales) compared to $3,171,000 (33.2% of net sales) for the third quarter of 2003. The gross profit in 2003 included approximately $200,000 of costs associated with the closure of manufacturing in Germany. Gross margins for the third quarter of 2003 without this effect were 35.3%. Gross profit for the first nine months of 2004 was 45.3% of net sales compared to 37.1% in the same period of 2003. The introduction of new products coupled with positive impacts from product rationalization efforts 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 third quarter of 2004 were $3,739,000 (32% of net sales) compared with $2,648,000 (28% of net sales) for the same period of 2003, an increase of $1,091,000. SG&A expenses were 32% of net sales for the first nine months of 2004 versus 29% in the comparable period of 2003. The majority of the increase in SG&A expenses in 2004 was selling related expenses, the new sourcing and quality control office in Hong Kong and the addition of sales and marketing personnel in North America and Europe. Interest Expense Interest expense for the first nine months of 2004 was $131,000, compared with $190,000 for 2003, a $59,000 decrease. This is mainly attributable to the decline in debt. Other Expense Net other expense was $126,000 in the first nine months of 2004 compared to $55,000 in the first nine months of 2003. Income Before Income Taxes Income before income taxes was $1,616,000 in the third quarter of 2004 compared with $565,000 in the third quarter of 2003, an increase of $1,051,000. Income before income taxes was $4,146,000 for the first nine months of 2004 compared with $1,874,000 in the first nine months of 2003, an improvement of $2,272,000. Pretax income for North America and Asia increased by approximately $2.1 million. The European operations had a slightly higher loss (exclusive of one time expenses of approximately $300,000) in the first nine months of 2004 compared to 2003. Increased investment in sales and marketing efforts resulted in higher costs. (10) Income Taxes The effective tax rate in the first nine months of 2004 was 40% compared to 46% in 2003, which was effected by the one time charge for the closing of manufacturing facilities in Germany. The improvement is principally due to the lower losses in Europe, for which the benefit cannot be utilized to offset earnings. Net Income Net income for the third quarter of 2004 was $1,017,000, or 26 cents per share (diluted), compared to a net income of $302,000, or 8 cents per share (diluted) for the same period of 2003. Net income for the first nine months of 2004 was $2,484,000, or 66 cents per share (diluted), compared to a net income of $995,000, or 28 cents per share (diluted) for the same period of 2003. (11) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS-Continued For the Three and Nine Months Ended September 30, 2004 Financial Condition Liquidity and Capital Resources The Company's working capital, current ratio and long-term debt to equity ratio follow: September 30, 2004 December 31, 2003 ------------------ ------------------ Working capital..................... $13,101,000 $10,778,000 Current ratio....................... 2.56 to 1 2.68 to 1 Long-term debt to equity ratio...... 17.7% 27.0% During the first nine months of 2004, total debt decreased by $1,479,000 compared to total debt at December 31, 2003 principally as a result of seasonal collection terms which mature during the later half of the third 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 applies 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 percent, 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 September 30, 2004, $3,161,613 was outstanding and $6,838,387 was available for borrowing under this agreement. The estimated maturities of all long-term debt follow: 2005 - $1,000,000, 2006 - $1,600,000, 2007 - $708,174. 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 property, plant, 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. (12) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS-Continued For the Three and Nine Months Ended September 30, 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 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 September 30, 2004 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 September 30, 2004, 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 In the June 30, 2004 10Q the Company reported that it was involved in a legal action that was in its preliminary stages. During the third quarter 2004 this proceeding was settled on terms satisfactory to management with no material effect on the Company. The Company is involved from time to time in disputes and other litigations 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. Item 2 -- Issuer Purchases of Equity 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 September 30, 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 --------------------------------------------------------------------------------------------------------------- July 1 to July 31 - - - - August 1 to August 31 - - - - September 1 to September 30 - - - - --------------------------------------------------------------------------------- Total - - - 69,670
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 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 On July 23, 2004 and October 21, 2004 Forms 8-K were filed by the Company reporting press releases issued by the Company on July 23, 2004 and October 22, 2004, respectively. (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: October 26, 2004 By /s/ PAUL G. DRISCOLL ------------------------------ Paul G. Driscoll Vice President and Chief Financial Officer Dated: October 26, 2004 (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: October 26, 2004 (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: October 26, 2004 (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 September 30, 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(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: October 26, 2004 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 32.1 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 September 30, 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(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: October 26, 2004 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) -----END PRIVACY-ENHANCED MESSAGE-----