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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[|X|] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the quarterly period ended March 31, 2001
[ ] 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: 333-17305
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International Knife & Saw, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 57-0697252
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1299 Cox Avenue
Erlanger, Kentucky 41018
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(Address of principal executive offices)
(859) 371-0333
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(Registrant's telephone number, including area code)
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 __
As of April 30, 2001, there were 481,971 shares of the registrant's common stock
outstanding, all of which were owned by an affiliate of the registrant.
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International Knife & Saw, Inc. and Subsidiaries
Index
Page No.
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Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk 14
Part II. Other Information
Item 1. Legal Proceedings 15
Item 2. Change in Securities and Use of Proceeds 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
(a) Exhibits
(b) Reports on Form 8-K 15
Signatures 16
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
International Knife & Saw, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
March 31, December 31,
2001 2000
-------------------------------------
(in thousands)
Assets
Current assets:
Cash and cash equivalents $ 3,423 $ 3,392
Accounts receivable, trade, less allowances for
doubtful accounts of $2,394 and $2,428 24,543 24,223
Inventories 29,032 29,526
Due (to) from parent (40) 34
Other current assets 2,425 2,898
------------------------------------
Total current assets 59,383 60,073
Other assets:
Goodwill 13,994 14,773
Debt issuance costs 2,154 2,271
Other noncurrent assets 2,138 2,478
------------------------------------
18,286 19,522
Property, plant and equipment-net 45,249 46,796
------------------------------------
Total assets $ 122,918 $ 126,391
====================================
See accompanying notes.
3
International Knife & Saw, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
March 31, December 31,
2001 2000
---------------------------------------
(in thousands)
Liabilities and shareholder's deficit
Current liabilities:
Notes payable $ 22,077 $ 19,208
Current portion of long-term debt 3,563 4,027
Accounts payable 9,477 10,807
Accrued liabilities 14,799 13,745
---------------------------------------
Total current liabilities 49,916 47,787
Long-term debt, less current portion 106,287 108,321
Other liabilities 8,426 8,865
---------------------------------------
Total liabilities 164,629 164,973
Minority interest 1,105 1,072
Shareholder's deficit:
Common stock, no par value - authorized - 580,000 shares; issued - 526,904
shares; outstanding - 481,971 shares
5 5
Additional paid-in capital 10,153 10,153
Accumulated deficit (43,581) (41,427)
Accumulated other comprehensive loss (5,961) (4,953)
Treasury stock, at cost (3,432) (3,432)
Total shareholder's deficit (42,816) (39,654)
---------------------------------------
Total liabilities and shareholder's deficit $ 122,918 $ 126,391
=======================================
See accompanying notes.
4
International Knife & Saw, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
Quarter ended
March 31,
2001 2000
--------------------------------------
(in thousands, except per
share amounts)
Net sales $ 38,745 $ 44,512
Cost of sales 28,909 32,258
--------------------------------------
Gross profit 9,836 12,254
Selling, general and administrative expenses 9,435 9,552
--------------------------------------
Operating income 401 2,702
Other expenses (income):
Interest income (169) (21)
Interest expense 3,219 3,104
Minority interest 52 66
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3,102 3,149
--------------------------------------
Loss before income taxes (2,701) (447)
Provision (benefit) for income taxes (547) 670
--------------------------------------
Net loss $ (2,154) $ (1,117)
======================================
Net loss per common share $ (4.47) $ (2.32)
See accompanying notes.
5
International Knife & Saw, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Quarter ended
March 31,
2001 2000
------------------------------
(in thousands)
Operating activities
Net loss $ (2,154) $ (1,117)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation and amortization 1,960 1,935
Loss on sale of property, plant and equipment 23 16
Minority interest in income of subsidiary 52 66
Changes in operating assets and liabilities, net of effects
from purchases of operations:
Accounts receivable (972) (2,281)
Inventories (471) 228
Accounts payable (346) (710)
Accrued liabilities 1,043 401
Other 346 406
------------------------------
Net cash used by operating activities (519) (1,056)
Investing activities
Purchases of operations, net of cash acquired - (956)
Purchases of property, plant and equipment (1,614) (2,071)
Proceeds from sale of property, plant and equipment 32 68
Decrease (increase) in notes receivable and other assets 240 (3)
------------------------------
Net cash used by investing activities (1,342) (2,962)
Financing activities
Decrease (increase) in amounts due from parent 74 (33)
Increase in notes payable and long-term debt 5,664 9,997
Repayment of notes payable and long-term debt (3,694) (4,822)
------------------------------
Net cash provided by financing activities 2,044 5,142
Effect of exchange rates on cash and cash equivalents (152) (150)
------------------------------
Increase in cash and cash equivalents 31 974
Cash and cash equivalents at beginning of period 3,392 1,862
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Cash and cash equivalents at end of period $ 3,423 $ 2,836
==============================
See accompanying notes.
6
International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(in thousands)
1. Basis of Presentation
The unaudited interim consolidated financial statements contain all adjustments,
consisting of normal recurring adjustments, which are, in the opinion of the
management of International Knife & Saw, Inc. and its consolidated subsidiaries
("the Company"), necessary to present fairly the consolidated financial position
and consolidated results of operations and cash flows of the Company. Results of
operations for the periods presented are not necessarily indicative of the
results for the full fiscal year.
These financial statements should be read in conjunction with the audited
consolidated financial statements and related notes included in the Company's
Form 10-K for the year ended December 31, 2000. The consolidated balance sheet
at December 31, 2000 has been derived from the audited consolidated financial
statements at that date. Certain 2000 amounts have been reclassified to conform
to the current year presentation.
In June, 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, 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
Certain Derivative Instruments and Certain Hedging Activities issued in June
1999 and June 2000, respectively (collectively referred to as Statement 133),
which was required to be adopted in fiscal years beginning after June 15, 2000.
The Statement required the Company to recognize any derivatives on the balance
sheet at fair value. The Company adopted this new Statement as of January 1,
2001. The adoption of this Statement did not have a significant effect on the
Company's earnings or financial position.
2. Going Concern
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. The Company incurred net losses of
approximately $2,154 and $15,529 in the quarter ended March 31, 2001 and the
year ended December 31, 2000, respectively. In addition, the Company generated
negative cash flow from operations of approximately $519 and $4,534 during these
same periods. Continuing adverse market conditions and their negative effect on
the Company's cash flow, coupled with limited liquidity, will preclude the
Company from making the approximate $5,100 interest payment under the Company's
11 3/8% Senior Subordinated Notes due 2006 (the "Subordinated Notes") on May 15,
2001 and are likely to impede the Company's ability to make the approximate
$5,100 interest payment under the Subordinated Notes on November 15, 2001.
7
International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(Unaudited)
(in thousands)
2. Going Concern (continued)
The Company is highly leveraged. As of March 31, 2001, the Company's total
long-term debt and stockholder's deficit was approximately $109,850 and $42,816,
respectively. The Company's consolidated debt service obligations in 2001 are
expected to be in excess of $12,000, including approximately $10,200 of interest
payments due under the Subordinated Notes. The Company does not have any
significant capital expenditure commitments in 2001 that cannot be deferred;
however, deferral of planned maintenance and expansion expenditures may
negatively impact the Company's operations. At March 31, 2001, the Company had
approximately $7,401 available under its multi-currency credit facilities
compared to $9,023 at December 31, 2000 (the credit facilities were reduced by
$1,500 in January 2001 after a U.S. lender withdrew a $1,500 working capital
line). However, certain provisions of the Company's German credit facilities
limit the flow of cash from the Company's wholly owned German subsidiary, IKS
Klingelnberg GmbH, and its consolidated subsidiaries to the Company. Such
provisions include covenants requiring the maintenance of a minimum equity in
IKS Klingelnberg GmbH and its consolidated subsidiaries equal to 30% of total
asset value. As a result, U.S. availability was limited to approximately $1,281
at March 31, 2001. Subsequent to March 31, 2001, all of the remaining
availability under the Company's multi-currency credit facilities was withdrawn
reducing worldwide availability to zero. At April 30, 2001, the Company had
approximately $200 cash on hand in the U.S. and approximately $830 cash on hand
at IKS Klingelnberg GmbH and its Restricted (as defined in the Indenture, dated
as of Novemebr 6, 1996 by and between the Company and the United Trust Company
of New York, as trustee) consoldiated subsidiaries. The Company's North American
operations continue to generate negative cash flow from operations.
These matters raise substantial doubt about the Company's ability to continue as
a going concern. The Company has retained Jefferies & Company, Inc. to address
the Company's highly leveraged capital structure. Jefferies is currently
assisting the Company in developing alternatives in connection with a
restructuring of its Subordinated Notes. While the Company believes that there
are certain alternatives available to the Company, there can be no assurance
that the Company will be successful in implementing any such alternatives or
that any such alternatives, if implemented, will enable the Company to meet its
obligations. The Company received a tax refund of approximately $1,108 in the
first quarter of 2001, and is pursuing aggressive cost cutting programs.
3. Comprehensive Income
The Company includes minimum pension liabilities and foreign currency
translation adjustments in other comprehensive income. For the quarters ended
March 31, 2001 and 2000, total comprehensive losses amounted to $3,162 and
$1,778, respectively, including $1,008 and $661 of other comprehensive losses
related to foreign currency translation adjustments.
8
International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(Unaudited)
(in thousands)
4. Notes Payable and Long -Term Debt
March 31, December 31,
2001 2000
--------------------------------
Notes payable:
Notepayable on demand in German Marks to a German bank, issued under
revolving credit agreements, interest payable
quarterly $ 7,226 $ 5,499
Note payable on demand in U.S. Dollars to a German bank,
issued under revolving credit agreements, interest payable
quarterly 11,719 8,719
Notes payable on demand in Chinese Yuan Renminbi to
Chinese banks, issued under revolving credit agreements,
interest payable monthly 1,855 2,125
Note payable on demand in Austrian Schillings to an Austrian bank 1,277 1,365
Note payable on demand in U.S. Dollars to a U.S. bank - 1,500
------------------------------
$ 22,077 $ 19,208
==============================
March 31, December 31,
--------------------------------
2001 2000
Long-term debt:
11-3/8% Senior Subordinated Notes due 2006 $ 90,000 $ 90,000
Notes payable in German Marks to a German bank 13,599 14,559
Notes payable in Chinese Yuan Renminbi to Chinese banks 967 1,017
Capitalized lease obligations to U.S. lenders 2,912 3,199
Promissory notes payable in Austrian Schillings to an
Austrian bank 1,532 1,746
Promissory note payable in Dutch Guilders to a former
shareholder of the Diacarb Company 810 1,792
Other 30 35
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109,850 112,348
Less current portion 3,563 4,027
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$ 106,287 $ 108,321
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9
International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(Unaudited)
(in thousands)
4. Notes Payable and Long -Term Debt (continued)
At March 31, 2001, the Company had committed global, multi-currency credit
facilities totaling approximately $39,804. Unused committed lines of credit from
these facilities available to the U.S. and German operations totaled $1,281 and
$6,120, respectively, for a consolidated availability of $7,401 at March 31,
2001 compared to $9,023 at December 31, 2000 (the credit facilities were reduced
by $1.5 million in January 2001 after a U.S. lender withdrew a $1.5 million
working capital line). Subsequent to March 31, 2001, all of the remaining
availability under the Company's multi-currency credit facilities was withdrawn
reducing worldwide availability to zero.
5. Income Taxes
IKS Corporation, of which the Company is a wholly-owned subsidiary, files a
consolidated Federal income tax return which includes the Company. The Company's
provision/benefit for income taxes includes U.S. federal, state, and local
income taxes as well as non-U.S. income taxes in certain jurisdictions. The
current and deferred tax provision and benefit for the Company are recorded as
if it filed on a stand-alone basis. All participants in the consolidated income
tax return are separately liable for the full amount of the taxes, including
penalties and interest, if any, which may be assessed against the consolidated
group. The current provision/benefit for United States income taxes is recorded
to the intercompany account with IKS Corporation. The Company did not record a
tax benefit related to the pre-tax losses in the United States for the quarter
ended March 31, 2001 in accordance with income tax accounting rules, but did
record the benefit of a $1,108 federal tax refund received in the first quarter
of 2001.
6. Inventories
March 31, December 31,
2001 2000
-----------------------------------------
Finished goods $ 18,050 $ 18,275
Work in process 4,737 4,795
Raw materials and supplies 6,245 6,456
-----------------------------------------
$ 29,032 $ 29,526
=========================================
10
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for certain forward looking statements. Certain matters discussed in this filing
could be characterized as forward looking statements, such as statements
relating to plans for future expansion, other capital spending, financing
sources and effects of regulation and competition. Such forward looking
statements involve important risks and uncertainties that could cause actual
results to differ materially from those expressed in such forward looking
statements.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with the audited
consolidated financial statements and related notes included in the Company's
Form 10-K for the year ended December 31, 2000.
General
The Company is a global leader in the manufacturing, servicing and
marketing of industrial and commercial machine knives and saws. Together with
its predecessors, the Company has been manufacturing knives and saws for nearly
100 years, beginning in Europe and expanding its presence to the United States
in the 1960s. The Company operates on an international basis with facilities in
North America, Europe, Asia and South America and products sold in over 75
countries. The Company offers a broad range of products, used for various
applications in numerous markets.
Presence outside the U.S.
The Company's North American operations accounted for approximately 52%
of its net sales during the first quarter of 2001. The Company's other
international operations accounted for the remainder and are primarily in Europe
(approximately 43% of first quarter 2001 net sales), and to a lesser extent in
Asia.
The Company's operating results are subject to fluctuations in foreign
currency exchange rates as well as the currency translation of its foreign
operations into U.S. dollars. The Company manufactures products in the U.S.,
Germany, Austria, Canada and China and exports products to more than 75
countries. The Company's foreign sales, the majority of which occur in European
countries, are subject to exchange rate volatility. In addition, the Company
consolidates German, Austrian, Dutch, French, Canadian, Mexican, Chinese and
other Asian operations and changes in exchange rates relative to the U.S. dollar
have impacted financial results. As a result, a decline in the value of the U.S.
dollar relative to these other currencies can have a favorable effect on the
profitability of the Company and an increase in the value of the U.S. dollar
relative to these other currencies can have a negative effect on the
profitability of the Company. Comparing exchange rates for the first quarter of
2001 to the first quarter of 2000, there was a negative impact of $0.9 million
on net sales with a minimal impact on operating income. In addition, in the
first quarter of 2001 there was an increase in shareholder's deficit from
December 31, 2000 due in part to a $1.0 million change in foreign currency
translation adjustment. To mitigate the short-term effect of changes in currency
exchange rates on the Company's foreign currency based purchases and its
functional currency based sales, the Company occasionally enters into foreign
exchange and U.S. dollar forward contracts to hedge a portion of its budgeted
(future) net foreign exchange and U.S. dollar transactions over periods ranging
from one to fifteen months.
11
Results of Operations
As used in the following discussion of the Company's results of
operations, (i) the term "gross profit" means the dollar difference between the
Company's net sales and cost of sales and (ii) the term "gross margin" means the
Company's gross profit divided by its net sales.
First quarter ended March 31, 2001 compared to first quarter ended March 31,
2000
Net Sales: Net sales decreased 13.0% to $38.7 million for the first
quarter of 2001 from $44.5 million for the first quarter of 2000 primarily due
to poor results in North America attributable in large part to leadership
changes at the Company in 1999 and 2000 and to market softness worldwide. The
Company experienced net sales reductions in its North American operations (21.5%
to $20.1 million) and in its other operations (1.6% to $18.6 million) for the
first quarter of 2001 compared to the same period in 2000.
Gross Profit: Gross profit decreased 19.7% to $9.8 million for the
first quarter of 2001 from $12.3 million for the same period in 2000. Gross
margin decreased to 25.4% for the first quarter of 2001 compared to 27.5% for
the same period in 2000. The Company experienced gross profit declines in its
North American operations (37.5% to $4.0 million) for the first quarter of 2001
compared to the same period in 2000 while gross margin also significantly
declined to 19.9% from 25.0%. The Company's gross profit declined slightly (1.7%
to $5.8 million) in its other operations for the first quarter of 2001 compared
to the same period in 2000 while gross margin remained constant at 31.2%. The
decrease in gross profit and gross margin is attributable to the factors noted
above.
Selling, General and Administrative Expenses: Selling, general and
administrative ("SG&A") expenses were $9.4 million for the first quarter of 2001
compared to $9.6 million for the same period in 2000. SG&A expenses increased to
24.4% from 21.5% of net sales for the respective periods. Excluding first
quarter 2001 restructuring charges of $0.5 million, SG&A expenses increased to
23.1% of net sales.
Interest Expense, net: Net interest expense remained constant at $3.1
million for the first quarter of 2001 compared to 2000 .
Income Taxes: The Company did not record a tax benefit related to its
pre-tax losses in the United States in the first quarter of 2001 in accordance
with income tax accounting rules, but did record the benefit of a $1.1 million
federal tax refund received in the first quarter of 2001. This benefit more than
offset the tax provisions recorded on pre-tax income in the Company's other
operations. As a result, the Company has recorded a $0.5 million consolidated
benefit for income tax on a consolidated pre-tax loss of $2.7 million. The only
significant change in income taxes from 2000 is due to the benefit recorded on
the federal tax refund in the first quarter of 2001.
12
Liquidity and Capital Resources
The Company's principal capital requirements are to fund working
capital needs, to meet required debt payments and to complete planned
maintenance and expansion expenditures. In the past, the Company's operating
cash flow and available borrowings under the Company's multi-currency credit
facilities have been sufficient to enable the Company to meet its working
capital requirements, debt service requirements and capital expenditure
requirements. However, deteriorating results in the Company's North American
operations over the past two years, primarily attributable to leadership changes
at the Company in 1999 and 2000 as well as a softening market, have more than
offset improved results in the Company's European operations. The Company
incurred net losses of approximately $2.2 million and $15.5 million in the
quarter ended March 31, 2001 and the year ended December 31, 2000, respectively.
In addition, the Company generated negative cash flow from operations of
approximately $0.5 million and $4.5 million during these same periods.
Continuing adverse market conditions and their negative effect on the Company's
cash flow, coupled with limited liquidity, will preclude the Company from making
the approximate $5.1 million interest payment under the Subordinated Notes on
May 15, 2001 and are likely to impede the Company's ability to make the
approximate $5.1 million interest payment under the Subordinated Notes on
November 15, 2001.
The Company is highly leveraged. As of March 31, 2001, the Company's
total long-term debt and stockholder's deficit was approximately $109.9 million
and $42.8 million, respectively. The Company's consolidated debt service
obligations in 2001 are expected to be in excess of $12.0 million, including
approximately $10.2 million of interest payments due under the Subordinated
Notes. The Company does not have any significant capital expenditure commitments
in 2001 that cannot be deferred; however, deferral of planned maintenance and
expansion expenditures may negatively impact the Company's operations. At March
31, 2001, the Company had approximately $7.4 million available under its
multi-currency credit facilities compared to $9.0 million at December 31, 2000
(the credit facilities were reduced by $1.5 million in January 2001, after a
U.S. lender withdrew a $1.5 million working capital line). However, certain
provisions of the Company's German credit facilities limit the flow of cash from
the Company's wholly owned German subsidiary, IKS Klingelnberg GmbH, and its
consolidated subsidiaries to the Company. Such provisions include covenants
requiring the maintenance of a minimum equity in IKS Klingelnberg GmbH and its
consolidated subsidiaries equal to 30% of total asset value. As a result, U.S.
availability was limited to approximately $1.3 million at March 31, 2001.
Subsequent to March 31, 2001, all of the remaining availability under the
Company's multi-currency credit facilities was withdrawn, reducing worldwide
availability to zero. At April 30, 2001, the Company had approximately $0.2
million cash on hand in the U.S. and approximately $0.8 million cash on hand at
IKS Klingelnberg GmbH and its Restricted (as defined in the Indenture, dated as
of Novemebr 6, 1996 by and between the Company and the United Trust Company of
New York, as trustee) consoldiated subsidiaries. The Company's North American
operations continue to generate negative cash flow from operations.
These matters raise substantial doubt about the Company's ability to
continue as a going concern. The Company has retained Jefferies & Company, Inc.
to address the Company's highly leveraged capital structure. Jefferies is
currently assisting the Company in developing
13
alternatives in connection with a restructuring of its Subordinated Notes. While
the Company believes that there are certain alternatives available to the
Company, there can be no assurance that the Company will be successful in
implementing any such alternatives or that any such alternatives, if
implemented, will enable the Company to meet its obligations. The Company
received a tax refund of approximately $1.1 million in the first quarter of
2001, and is pursuing aggressive cost cutting programs.
Net cash flow used by operations aggregated $0.5 million for the first
quarter of 2001 compared to $1.1 million for the same period in 2000. The
decrease was primarily attributable to a $1.6 million decrease in working
capital offset by a $1.0 million increase in net loss compared to 2000.
Cash used by investing activities for the first quarter of 2001 was
$1.3 million compared to $3.0 million for the same period in 2000. The decrease
is primarily due to the BMMS acquisition in 2000 and decreased capital spending
in 2001.
Cash provided by financing activities for the first quarter of 2001 was
$2.0 million compared to cash provided of $5.1 million for the same period in
2000. The decrease is primarily due to decreased net borrowings in 2001 compared
to 2000, due to the BMMS acquisition in 2000.
Impact of Recently Issued Accounting Standards
In June, 1998, the Financial Accounting Standards Board issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities, 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 Certain Derivative Instruments and Certain Hedging Activities
issued in June 1999 and June 2000, respectively (collectively referred to as
Statement 133), which was required to be adopted in fiscal years beginning after
June 15, 2000. The Statement required the Company to recognize any derivatives
on the balance sheet at fair value. The Company adopted this new Statement as of
January 1, 2001. The adoption of this Statement did not have a significant
effect on the Company's earnings or financial position.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Information required by Item 3 is included in Item 2 on page 11 of this
Form 10-Q.
14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is from time to time involved in legal proceedings arising
in the normal course of business. The Company believes there is no outstanding
litigation which could have a material impact on its financial position or
results of operations.
Item 2. Change in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K
A report on Form 8-K dated February 19, 2001 was filed regarding the
Company's retention of Jefferies & Company, Inc. to act as financial advisor to
the Company.
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.
INTERNATIONAL KNIFE & SAW, INC.
By: /s/ William M. Schult
------------------------------------------
William M. Schult
Executive Vice President - Chief
Financial Officer, Treasurer and
Secretary (Principal Financial and
Accounting Officer, and Executive
Committee member)
May 11, 2001
16