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 June 30, 2002
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
1931 BLACK ROCK TURNPIKE, Fairfield, Connecticut 06825
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(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 |_|
Registrant had 3,410,051 shares outstanding as of July 15, 2002 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
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............................................. 12
Item 6. Exhibits and Reports on Form 8-K.............................. 12
Signatures............................................................ 13
(2)
PART I. FINANCIAL INFORMATION
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(all amounts in thousands, except per share data)
June 30 December 31
2002 2001
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ASSETS
Current assets:
Cash and cash equivalents $ 245 $ 172
Accounts receivable, less allowance 9,981 6,439
Inventories:
Finished goods 5,347 6,554
Work in process 370 404
Raw materials and supplies 1,442 1,845
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7,159 8,803
Prepaid expenses and other current assets 1,352 807
Deferred income taxes 241 241
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Total current assets 18,978 16,462
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Property, plant and equipment:
Land 188 170
Buildings 2,212 2,072
Machinery and equipment 6,052 5,610
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8,452 7,852
Less accumulated depreciation 6,004 5,594
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2,448 2,258
Other assets 1,258 1,296
Goodwill 89 157
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Total assets $ 22,773 $ 20,173
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See notes to condensed consolidated financial statements.
(3)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS - continued
(UNAUDITED)
(all amounts in thousands, except per share data)
June 30 December 31
2002 2001
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LIABILITIES
Current liabilities:
Notes payable $ 235 $ 464
Accounts payable 2,255 2,038
Other accrued liabilities 2,320 2,821
Current portion of long-term debt 4,132 2,377
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Total current liabilities 8,942 7,700
Long-term debt, less current portion 3,807 2,875
Deferred income taxes 550 521
Other 232 405
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Total liabilities 13,531 11,501
STOCKHOLDERS' EQUITY
Common stock, par value $2.50:
authorized 8,000,000 shares;
issued 3,613,312 shares,
including treasury stock 9,033 9,033
Treasury stock, at cost-203,261 shares (937) (937)
Additional paid-in capital 2,038 2,038
Retained earnings 478 129
Accumulated other comprehensive loss:
Translation adjustment (1,294) (1,470)
Derivative financial instrument (76) (121)
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Total stockholders' equity 9,242 8,672
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Total liabilities and stockholders' equity $ 22,773 $ 20,174
========== ==========
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 Six Months Ended
June 30 June 30
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2002 2001 2002 2001
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Net sales $ 9,398 $ 9,492 $ 16,153 $ 16,805
Costs and expenses:
Cost of goods sold:
Before inventory write-off related to restructuring 6,027 6,575 10,639 11,689
Inventory write-off related to restructuring 206 206
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6,233 6,575 10,845 11,689
Selling, general and administrative expenses 2,381 2,314 4,325 4,089
Restructuring charges 359 359
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8,973 8,889 15,529 15,778
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Income before non operating items 425 603 625 1,027
Non operating items:
Interest expense 163 206 310 409
Other income 37 81 122 102
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Income before income taxes 299 478 437 720
Income taxes 72 13 88 25
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Net income 227 465 349 695
Other comprehensive (expense) income -
Foreign currency translation 212 49 176 (47)
Cumulative effect of change in accounting for
derivative financial instruments - - - (104)
Change in fair value of derivative financial instrument
less deferred income taxes of $19 and $29 for the three
and sixth month periods ended June 30, 2002 14 7 45 (51)
Unrealized gain on available-for-sale marketable equity security - 274 - 274
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Comprehensive income $ 453 $ 795 $ 570 $ 767
========== ========== ========== ==========
Basic earnings per share $ 0.07 $ 0.13 $ 0.10 $ 0.20
========== ========== ========== ==========
Diluted earnings per share $ 0.06 $ 0.13 $ 0.10 $ 0.19
========== ========== ========== ==========
Weighted average number of common shares outstanding-
denominator used for basic per share computations 3,410 3,508 3,410 3,508
Weighted average number of dilutive stock options
outstanding 189 107 196 106
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Denominator used for diluted per share computations 3,599 3,615 3,606 3,614
========== ========== ========== ==========
See notes to condensed consolidated financial statements
(5)
ACME UNITED CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
(all amounts in thousands of dollars)
Six Months Ended
June 30
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2002 2001
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Operating Activities:
Net income $ 349 $ 695
Adjustments to reconcile net income
to net cash used by operating activities:
Depreciation 231 287
Amortization 60 68
Non-cash restructuring charges 300 -
Gain on sale of property, plant, and equipment - (64)
Changes in operating assets and liabilities:
Accounts receivable (3,558) (4,076)
Inventories 1,436 609
Prepaid expenses and other current assets (545) (347)
Other assets (21) (19)
Accounts payable 218 665
Other accrued liabilities (676) 569
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Total adjustments (2,554) (2,308)
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Net cash used by operating activities (2,205) (1,613)
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Investing Activities:
Capital expenditures (356) (126)
Proceeds from the sales of property, plant, and equipment - 104
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Net cash used by investing activities (356) (22)
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Financing Activities:
Net short-term borrowings 2,543 1,748
Payments of long-term debt (85) (38)
Debt issuance costs - (2)
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Net cash provided by financing activities 2,458 1,708
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Effect of exchange rate changes 176 (47)
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Net change in cash and cash equivalents 73 26
Cash and cash equivalents at beginning of period 172 22
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Cash and cash equivalents at end of period $ 245 $ 48
========== ===========
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. 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, 2001 for such
disclosures. The condensed consolidated balance sheet as of December 31, 2001
was derived from the audited consolidated balance sheet as of that date. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year.
The Company has reclassified certain amounts in prior periods to conform to the
current presentation.
Note 2 -- Contingencies
The Company has been involved in certain environmental and other matters.
Additionally, the Company has been involved in numerous legal actions relating
to the use of certain latex products, which the Company distributes, but does
not manufacture. The Company is one of many defendants. The Company has been
released from the majority of the lawsuits. While two lawsuits remain, they are
still in preliminary stages and it has not been determined whether the Company's
products were involved. Based on information available, the Company believes
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 -- Restructuring Charges
During the second quarter of 2002, approximately $565,000 was charged against
earnings as a result of certain strategic and operating changes initiated by the
Company's management related to liquidating Acme United Limited, a subsidiary
located in the United Kingdom. The restructuring charges consisted of a
write-down of inventory of $206,271, accounting and legal costs of $94,843,
lease cancellation costs of $89,640, write-off of goodwill of $69,969, severance
costs of $59,759, other closing costs of $18,675, write-off of uncollectable
account receivable of $15,455, and write-offs of equipment of $10,458.
Approximately $215,000 remained in accrued restructuring charges at June 30,
2002. During the first six months of 2002, the Company did not terminate any
employees or pay severance costs related to the restructuring charges. Also,
approximately $48,000 of accounting and legal costs have been paid. Refer to
managements discussion and analysis of financial condition and results of
operations.
Note 4 -- Subsequent Event
On August 2, 2002, the Company entered into a new revolving loan agreement with
Wachovia Bank, N.A.. This agreement 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. All outstanding borrowings are due on July
31, 2005. The Company also transferred its interest rate swap agreement to
Wachovia Bank, N.A., which fixes the effective interest rate to 7.18 percent for
$3.5 million of debt under the agreement. The swap agreement expires January 19,
2003.
(7)
Note 5 -- New Accounting Standards
As of January 1, 2002, the Company adopted Financial Accounting Standards Board
Statement No. 142, Goodwill and Other Intangible Assets (FAS 142) and as such no
longer amortizes goodwill but rather tests it annually for impairment. There was
no impairment of goodwill at January 1, 2002. Had Statement No. 142 been in
effect as of the beginning of 2001, amortization expense for the three and six
month periods ended June 30, 2001 would have been reduced by $7,000 and $14,000,
respectively, increasing net income by the same amount.
As of January 1, 2002, the Company also adopted the Emerging Issues Task Force
consensus No. 00-25, Vendor Income Statement Characterization of Consideration
Paid to a Reseller of a Vendor's Products (EITF 00-25). As such, the Company
recognizes consideration paid to a reseller of its product as a reduction of the
selling price of its products and, therefore, reduces revenue in the Company's
income statement. The adoption of EITF 00-25 had no effect on net income.
Selling, general and administrative expenses for the three and six month periods
ended June 30, 2001 have been reclassified to conform to the new classification
resulting in a $1,151,000 and $1,788,000 decrease of selling, general and
administrative expenses and net sales for these respective periods.
As of January 1, 2001, the Company adopted Financial Accounting Standards Board
Statement No.133, Accounting for Derivative Instruments and Hedging Activities
(Statement 133) which was issued in June, 1998 and its amendments Statements
137, Accounting for Derivative Instruments and Hedging Activities--Deferral of
the Effective Date of FASB Statement No. 133 and 138, Accounting for Derivative
Instruments and Certain Hedging Activities issued in June 1999 and June 2000,
respectively (collectively referred to as Statement 133).
As a result of adopting Statement 133, the Company recognizes all derivative
financial instruments, such as interest rate swap contracts and foreign exchange
contracts, in the consolidated financial statements at fair value regardless of
the purpose or intent for holding the instrument. Changes in the fair value of
derivative financial instruments are either recognized periodically in income or
in shareholders' equity as a component of comprehensive income depending on
whether the derivative financial instrument qualifies for hedge accounting, and
if so, whether it qualifies as a fair value hedge or cash flow hedge. Generally,
changes in fair values of derivatives accounted for as fair value hedges are
recorded in income along with the portions of the changes in the fair values of
the hedged items that relate to the hedged risk(s). Changes in fair values of
derivatives accounted for as cash flow hedges, to the extent they are effective
as hedges, are recorded in other comprehensive income net of deferred taxes.
Changes in fair value of derivatives used as hedges of the net investment in
foreign operations are reported in other comprehensive income as part of the
cumulative translation adjustment. Changes in fair values of derivatives not
qualifying as hedges are reported in income.
The Company accounted for the accounting change as a cumulative effect of an
accounting principle. The adoption of Statement 133, resulted in a cumulative
effect of an accounting change of $104,277 decrease to other comprehensive
income.
(8)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the Three and Six Months Ended June 30, 2002
Results of Operations
Special Event
During the second quarter of 2002, the Company initiated liquidation procedures
for Acme United Limited (AUL), a subsidiary located in the United Kingdom. For
the year ended December 31, 2001, AUL recorded a net loss of $495,000 on net
sales of $2.0 million, representing a sales decline of approximately $1.2
million or 38% from the prior year. Through June 2002, AUL recorded a net loss
of approximately $187,000 before one time restructuring charges of $565,000. The
restructuring charges are comprised mainly of severance, lease termination
costs, and inventory write-offs. These losses were offset by tax benefits of
approximately $418,000 in the United States for the same period.
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 June 30, 2002 were $9,398,000
compared with $9,492,000 for 2001, a 1% decrease. Net sales for the first six
months of 2002 were $16,153,000 compared with $16,804,000 for 2001, a 4%
decrease. The sales decrease was mainly driven by a sales decline of 58% in the
United Kingdom as a distribution agreement with a third party was terminated.
Domestic sales were 3% higher in the first half of 2002 compared with the same
period in 2001.
In connection with the adoption of EITF 00-25 on January 1, 2002, selling,
general and administrative expenses for the three and six month periods ended
June 30, 2001 have been reclassified to conform to the new classification
resulting in a $1,151,000 and $1,788,000 decrease of selling, general and
administrative expenses and net sales for these respective periods.
Gross Profit
The gross profit for the second quarter of 2002 was $3,165,000 (33.7% of net
sales) compared to $2,917,000 (30.7% of net sales) for the second quarter of
2001. Gross profit for the first six months of 2002 was 32.9% of net sales
compared to 30.4% in the same period of 2001. Excluding the inventory write-down
associated with the AUL liquidation gross profit was 35.9% of net sales for the
second quarter of 2002 and 34.1% of net sales for the first six months of 2002.
The introduction of new products coupled with improved operating efficiencies in
the USA was the main reasons for the improved gross margins.
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses for the second quarter of
2002 were $2,381,000 (25.3% of net sales) compared with $2,314,000 (24.4% of net
sales) for the same period of 2001, an increase of $67,000. SG&A expenses were
26.8% of net sales for the first six months of 2002 versus 24.3% in the
comparable period of 2001.
Income Taxes
Income tax expense is calculated based on the estimated effective tax rate for
the year. The effective tax rate differs from the statutory rate due to state
taxes and the resulting tax benefit attributable to the liquidation of AUL.
(9)
Net Income
Net income for the second quarter of 2002 was $227,000, or 6 cents per share
(diluted), compared to a net income of $465,000, or 13 cents per share (diluted)
for the same period of 2001. Net income for the first six months of 2002 was
$349,000, or 10 cents per share (diluted), compared to a net income of $695,000,
or 19 cents per share (diluted) for the same period of 2001. Excluding
restructuring costs and tax benefits net income for the second quarter of 2002
was $487,000, or 14 cents per share (diluted) and net income for the first six
months of 2002 was $508,000, or 14 cents per share (diluted).
(10)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-Continued
For the Six Months Ended June 30, 2002
Financial Condition
Liquidity and Capital Resources
The Company's working capital, current ratio and long-term debt to equity ratio
follow:
June 30, 2002 December 31, 2001
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Working capital......................... $10,036,000 $8,762,000
Current ratio........................... 2.12 to 1 2.14 to 1
Long term debt to equity ratio.......... .41 .33
During the first six months of 2002, total debt increased by $2,458,000 compared
to total debt at December 31, 2001 as a result of net additional short-term
borrowings to fund advances to suppliers and higher accounts receivable due to
seasonal sales volume. At June 30, 2002, advances to suppliers were about
$326,000 and are included with prepaid expenses and other current assets.
On August 2, 2002, the Company entered into a new revolving loan agreement with
Wachovia Bank, N.A.. This agreement 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. All outstanding borrowings are due on July
31, 2005. The Company also transferred its interest rate swap agreement to
Wachovia Bank, N.A., which fixes the effective interest rate to 7.18 percent for
$3.5 million of debt under the agreement. This agreement expires January 19,
2003.
Cash expected to be generated from operating activities, together with funds
available under its existing loan agreement, is expected, under current
conditions, to be sufficient to finance the Company's planned operations for the
remainder of the year. 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.
(11)
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings
None.
Item 2 -- Changes in Securities
None.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
None.
Item 6 -- Exhibits and Reports on Form 8-K
Exhibit 99.1 and 99.2 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(12)
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
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Walter C. Johnsen
President and
Chief Executive Officer
Dated: August 5, 2002
By /s/ RONALD P. DAVANZO
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Ronald P. Davanzo
Vice President and
Chief Financial Officer
Dated: August 5, 2002
(13)
Exhibit 99.1
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 June 30, 2002 (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
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Walter C. Johnsen
President and
Chief Executive Officer
Dated: August 5, 2002
(14)
Exhibit 99.2
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 June 30, 2002 (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/ RONALD P. DAVANZO
------------------------------
Ronald P. Davanzo
Vice President and
Chief Financial Officer
Dated: August 5, 2002
(15)