INTERNATIONAL KNIFE & SAW INC
10-Q, 1998-11-12
CUTLERY, HANDTOOLS & GENERAL HARDWARE
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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 September 30, 1998

  [   ] 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

                         International Knife & Saw, Inc.

             (Exact name of registrant as specified in its charter)

                Delaware                              57-0697252
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification No.)

                                 1299 Cox Avenue
                            Erlanger, Kentucky 41018
                    (Address of principal executive offices)

                                 (606) 371-0333
              (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  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 October 31, 1998,  there were 481,971  shares of the  registrant's  common
stock outstanding, all of which were owned by an affiliate of the registrant.

================================================================================



<PAGE>


                International Knife & Saw, Inc. and Subsidiaries
                                      Index


                                                                        Page No.
                  Part  I.  Financial Information

Item 1.  Financial Statements

         Consolidated Condensed Balance Sheets                               3

         Consolidated Condensed Statements of Income                         5

         Consolidated Condensed Statements of Cash Flows                     6

         Notes to Consolidated Condensed Financial Statements                7

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                           11

                  Part II.  Other Information

Item 1.  Legal Proceedings                                                   14

Item 2.  Change 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.  (a) Exhibits                                                        14

         (b) Reports on 8-K                                                  14


         Signatures                                                          15


                                      2


<PAGE>


                         PART I - FINANCIAL INFORMATION
                          Item 1. Financial Statements
                International Knife & Saw, Inc. and Subsidiaries
                      Consolidated Condensed Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>



                                                                            (in thousands)
                                                                    September 30,      December 31,
                                                                         1998              1997
                                                                  -----------------------------------
<S>                                                               <C>               <C>
Assets
Current assets:
   Cash and cash equivalents                                      $    2,903        $    2,349
   Accounts receivable, trade, less allowances for
     doubtful accounts of $1,568 and $1,480                           23,856            24,253
   Inventories                                                        30,607            29,335
   Other current assets                                                4,386             3,738
                                                                  ------------------------------------
Total current assets                                                  61,752            59,675

Other assets:
   Goodwill                                                           13,065            12,442
   Debt issuance costs                                                 3,320             3,670
   Other noncurrent assets                                             2,738             2,356
                                                                  ------------------------------------
                                                                      19,123            18,468

Property, plant and equipment-net                                     41,317            37,131

                                                                  ====================================
            Total assets                                          $  122,192        $  115,274
                                                                  ====================================

See accompanying notes.

</TABLE>

                                       3

<PAGE>


                International Knife & Saw, Inc. and Subsidiaries
                      Consolidated Condensed Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>
    

                                                                             (in thousands)
                                                                    September 30,      December 31,
                                                                         1998              1997
                                                                  ------------------------------------
<S>                                                               <C>                <C>
Liabilities and Shareholder's deficit 
Current liabilities:
   Notes payable                                                  $      3,882       $     5,683
   Current portion of long-term debt                                     2,163             2,218
   Accounts payable                                                      9,241             9,707
   Accrued liabilities                                                  13,460             8,596
   Due to parent                                                           499               561
                                                                  ------------------------------------
                                                                                     
Total current liabilities                                               29,245            26,765


Long-term debt, less current portion                                   103,802           102,314
Other liabilities                                                        4,864             3,415
                                                                  ------------------------------------
Total liabilities                                                      137,911           132,494

Minority interest                                                        2,223             2,387

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
   Retained deficit                                                    (22,513)          (24,098)
   Accumulated other comprehensive loss:
     Cumulative foreign currency translation adjustment                 (2,155)           (2,235)
   Treasury stock, at cost                                              (3,432)           (3,432)
                                                                  ------------------------------------
                                                                                     
Total shareholder's deficit                                            (17,942)          (19,607)

                                                                  ====================================
Total liabilities and shareholder's deficit                       $    122,192       $   115,274
                                                                  ====================================


See accompanying notes.

</TABLE>

                                       4

<PAGE>


                International Knife & Saw, Inc. and Subsidiaries
                   Consolidated Condensed Statements of Income
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                           (in thousands, except per share amounts)
                                                                          Quarter ended              Nine months ended
                                                                          September 30,                September 30,
                                                                         1998         1997            1998         1997
                                                                   ----------------------------------------------------------
<S>                                                                <C>           <C>            <C>           <C>

Net sales                                                          $    35,844   $    37,172    $   111,881   $   105,076

Cost of sales                                                           25,242        26,276         78,023        73,486
                                                                   ----------------------------------------------------------
                                                                                               
Gross profit                                                            10,602        10,896         33,858        31,590

Selling, general and administrative
   expenses                                                              7,123         7,421         22,015        20,342
                                                                   ----------------------------------------------------------
Operating income                                                         3,479         3,475         11,843        11,248

Other expenses (income):
    Interest income                                                        (37)          (17)           (77)         (215)
    Interest expense                                                     3,026         2,901          9,037         8,948
    Minority interest                                                        5            54             28           138
                                                                                                
                                                                   ----------------------------------------------------------
                                                                         2,994         2,938          8,988         8,871
                                                                   ----------------------------------------------------------
                                                                                                
Income before income taxes                                                 485           537          2,855         2,377

Provision for income taxes                                                 215           240          1,270         1,070
                                                                   ----------------------------------------------------------
Net income                                                         $       270   $       297    $     1,585   $     1,307
                                                                   ==========================================================

Net income per common share                                        $       .56   $       .62    $      3.29   $      2.71

See accompanying notes.

</TABLE>

                                       5

<PAGE>


                International Knife & Saw, Inc. and Subsidiaries
                 Consolidated Condensed Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                         (in thousands)
                                                                        Nine months ended
                                                                          September 30,
                                                                       1998          1997
                                                                   ----------------------------
<S>                                                                <C>           <C>
Operating activities
Net income                                                         $    1,585    $    1,307
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization                                      4,391         4,052
     Loss (gain) on sale of fixed assets                                   40            (4)
     Minority interest in income of subsidiary                             29           138
     Changes in operating  assets and  liabilities net 
     of effects from purchases of operations:
         Accounts receivable                                              543        (2,816)
         Inventories                                                   (1,239)          512
         Accounts payable                                                 265         1,912
         Accrued liabilities                                            3,607           488
         Other                                                            438          (313)
                                                                   ----------------------------
Net cash provided by operating activities                               9,659         5,276

Investing activities
Purchases of operations, net of cash acquired                          (1,288)      (14,842)
Purchases of property, plant and equipment                             (6,290)       (4,567)
Proceeds from sale of property, plant and equipment                       137            85
Decrease in notes receivable and other assets                              42           102
                                                                   ----------------------------
Net cash used in investing activities                                  (7,399)      (19,222)

Financing activities
Decrease in amounts due to parent                                         (86)       (1,739)
Increase in notes payable and long-term debt                            7,370        13,367
Repayment of notes payable and long-term debt                          (9,000)       (4,966)
Cash received from investees                                                4            24
                                                                   ----------------------------
Net cash (used) provided by financing activities                       (1,712)        6,686

Effect of exchange rate on cash and cash equivalents                        5          (100)
                                                                   ----------------------------

Increase (decrease) in cash and cash equivalents                          553        (7,360)
Cash and cash equivalents at beginning of period                        2,350        11,701
                                                                   ----------------------------
Cash and cash equivalents at end of period                          $   2,903     $   4,341
                                                                   ============================

See accompanying notes.

</TABLE>

                                       6

<PAGE>



                International Knife & Saw, Inc. and Subsidiaries

              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)
                                 (in thousands)
1. Basis of Presentation

The unaudited interim  consolidated  condensed 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.

As  of  January  1,  1998,  the  Company   adopted   Statement  130,   Reporting
Comprehensive Income.  Statement 130 establishes new rules for the reporting and
display of  comprehensive  income and its components;  however,  the adoption of
this  Statement  had no  impact on the  Company's  net  income or  shareholder's
deficit. Statement 130 requires foreign currency translation adjustments,  which
prior to  adoption  were  reported  separately  in  shareholder's  deficit to be
included in other  comprehensive  income.  Prior year financial  statements have
been  reclassified to conform to the requirements of Statement 130. For the nine
months ended September 30, 1998 and 1997,  total  comprehensive  income (losses)
amounted to $1,665 and $(205), including $80 and $(1,512) of other comprehensive
gains (losses) related to foreign currency translation  adjustments,  net of tax
benefits of $64 and $(1,237), respectively.

These  financial  statements  should  be read in  conjunction  with the  audited
consolidated  financial statements and notes thereto for the year ended December
31, 1997. The consolidated condensed Balance Sheet at December 31, 1997 has been
derived from the audited consolidated financial statements at that date.

2. Acquisitions

In June, 1998, the Company  completed the acquisition of the assets of Valiquet,
Inc., Des Plaines,  IL, for approximately $800 in cash, $29 in assumed debt, and
a $40  promissory  note to the seller  subject  to  post-closing  entries.  This
service center acquisition was financed from available cash balances.  The above
acquisition generates annual sales of approximately $1,200 and was accounted for
by the purchase method. Goodwill totaled $528 on this acquisition.

In February,  1998, the Company  completed the acquisitions of the assets of the
Atlanta, GA division of K.S.W.  Corporation and Sheridan Saw Works, Sheridan, OR
for  approximately  $400 in cash,  post closing  contingent  payments of $55 for
achieving certain  annualized  earnings levels and a $100 promissory note to one
of the  sellers,  subject to  post-closing  adjustments.  These  service  center
acquisitions were financed from available cash balances.  The above acquisitions
generate  annual  sales of  approximately  $500 and  were  accounted  for by the
purchase method. Goodwill totaled $300 on these acquisitions.

The  consolidated   financial  statements  include  the  results  of  operations
generated by and financial  position of the above acquisitions from the dates of
acquisition.

                                       7

<PAGE>


                International Knife & Saw, Inc. and Subsidiaries

             Notes to Consolidated Financial Statements (continued)
                                   (Unaudited)
                                 (in thousands)

3. Foreign Currency Risk

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,
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.  The Company has not  historically  hedged its foreign
currency risk.

4.  Notes Payable and Long-Term Debt

<TABLE>
<CAPTION>
    

                                                                       September 30,       December 31,
                                                                           1998                1997
                                                                    ----------------------------------------
    <S>                                                             <C>               <C>
    Notes payable:
      Notes payable on demand in Deutsche  Marks to German
        banks,  issued under revolving credit agreements,
        interest payable quarterly                                  $    1,528       $       1,140
      Notes payable on demand in Chinese Renminbi to Chinese
        banks, issued under revolving credit agreements, interest
        payable monthly                                                   2,132               2,468
      Notes payable on demand in U.S. Dollars to a German bank,
        issued under revolving credit agreements, interest payable
        quarterly                                                             -               2,000
      Other                                                                 222                  75
                                                                    ----------------------------------------
                                                                    $     3,882       $       5,683
                                                                    ========================================
     Long-term debt:
      11-3/8% Senior Subordinated Notes due 2006                        $90,000            $90,000
      Notes payable in Deutsche Marks to a German bank                   11,253             10,371
      Notes payable in Chinese Renminbi to Chinese banks                  2,221              1,777
      Capitalized lease obligations in U.S. dollars to a U.S. bank          855                950
      Promissory note payable in Deutsche Marks to a former
        shareholder of the Rolf Meyer Company                             1,636              1,434
                                                                    ----------------------------------------
                                                                        105,965            104,532

     Less current portion                                                 2,163              2,218
                                                                    ========================================
                                                                    $   103,802         $  102,314
                                                                    ========================================

</TABLE>

At September 30, 1998,  the Company had revolving  credit  facilities of $20,000
(all unused), DM 7,500 (all used) and DM 8,500 (DM 3,256 unused). A facility fee
of 0.25% per annum is charged on the unused portion of the U.S. dollar facility.


                                       8

<PAGE>



                International Knife & Saw, Inc. and Subsidiaries

        Notes to Consolidated Condensed Financial Statements (continued)
                                   (Unaudited)
                                 (in thousands)

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 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 expense 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 for United States income taxes is recorded to the intercompany
account with IKS Corporation.

6. Inventories

                                             September 30,       December 31,
                                                 1998                1997
                                          --------------------------------------

     Finished goods                         $      18,721           $ 18,118
     Work in process                                4,826              4,036
     Raw materials and supplies                     7,060              7,181
                                          --------------------------------------
                                            $      30,607       $     29,335
                                          ======================================

7. Organization

The Company's  operations are principally in North America  representing  73% of
net sales for the nine months ended September 30, 1998.


                                       9



<PAGE>


                International Knife & Saw, Inc. and Subsidiaries

        Notes to Consolidated Condensed Financial Statements (continued)
                                   (Unaudited)
                                 (in thousands)

7. Organization (continued)

The following table summarizes the Company's North American operations and other
international operations.

                                                         Nine months ended
                                                           September 30,

                                          --------------------------------------
                                                1998                  1997
                                          -----------------    -----------------

   North American Operations
     Net sales - Customers                $        81,201      $        76,403
     Interarea transfers                               65                  384
                                          -----------------    -----------------
     Total                                $        81,266      $        76,787
     Operating income                               8,284                9,308

   Other International Operations
     Net sales - Customers                $        30,680      $        28,673
     Interarea transfers                            5,689                5,118
                                          -----------------    -----------------
     Total                                $        36,369      $        33,791
     Operating income                               3,559                2,204

   Eliminations
     Net sales                            $        (5,754)     $        (5,502)
     Operating income                                   -                 (264)

   Consolidated
     Net sales                             $       111,881      $       105,076
     Operating income                               11,843               11,248


8. Subsequent Events

On October 6, 1998 the Company  executed an  agreement to purchase the shares of
Buland company ("Buland S.A.") for 10,000 French Francs  (approximately  $1,800)
in cash and 2,400 French Francs (approximately $200) in assumed debt, subject to
post-closing  adjustments.  Headquartered  in France,  Buland is a reseller  and
regrinder of industrial  knives for the printing industry and reseller of rotary
and flexible  dies,  with annual sales of 36,000  French  Francs  (approximately
$6,500). The acquisition will be accounted for under the purchase method and was
financed  from  borrowings  under  the  Company's   existing   revolving  credit
facilities. Additional consideration is contingent upon Buland achieving certain
annual earnings and is payable in 2002.

                                       10

<PAGE>


         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
Consolidated  Financial  Statements  and related notes included in the Company's
Form 10-K as of and for each of the three years in the period ended December 31,
1997.

General

         The  Company is a global  leader in the  manufacturing,  servicing  and
marketing of industrial  and commercial  machine knives and saws.  Together with
its predecessor,  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 Latin  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  account for 73% of its net
sales  and 76% of its  operating  income.  Its  other  international  operations
account for the remainder and are located primarily in Europe, 23% of first nine
months 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,  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,  Canadian and 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 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
dollar  relative to these  other  currencies  can have a negative  effect on the
profitability of the Company. Comparing exchange rates for the first nine months
of 1998 to the first nine  months of 1997,  the  weaker  German  Mark,  Canadian
Dollar and Indonesian Rupiah had the translation effect of decreasing first nine
months 1998 sales by $2.7  million  with  minimal  effect on net  earnings.  The
Company has not historically hedged its foreign currency risk.

         Subsequent   to  December  31,   1997,   the   Indonesian   Rupiah  has
significantly  declined in value  relative to the U.S.  dollar.  At December 31,
1997,  the exchange rate was 5,444 Rupiah to one U.S.  dollar.  At September 30,
1998 the rate had increased to 10,724 Rupiah to one U.S. dollar, but at November
10, 1998 the rate had decreased to 8,000 Rupiah to one U.S. dollar. In 1998, the
Company has limited its  currency  exposure by billing the majority of its sales
to Indonesian customers in U.S. dollars.

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.

                                       11

<PAGE>


Third  quarter  and nine months  ended  September  30,  1998  compared to second
quarter and nine months ended September 30, 1997

    Net Sales:  Net sales  decreased 3.6% to $35.8 million and increased 6.5% to
$111.9 million for the third quarter and first nine months of 1998, respectively
from $37.2 and $105.1  million  for the same  periods in 1997.  Softness  in the
wood, paper and metal industries caused by pricing  pressures from Asian,  South
American,  Russian  and  domestic  competitors  and a  reduction  in  production
capacity resulting from decreased demand in the Asian, South American,  U.S. and
Canadian  markets  contributed  to the reduced third quarter sales and partially
offset the first nine months  1998  increase  in net sales  attributable  to the
second quarter 1997  acquisitions.  In addition,  the effects of a weaker German
Mark,  Canadian  Dollar and  Indonesian  Rupiah in the first nine months of 1998
compared  to the same  period in 1997  resulted  in a  translation  effect  that
reduced third quarter and first nine months 1998 sales by $1.0 and $2.7 million,
respectively.  The Company  experienced  a sales  decline in its North  American
operations  of 5.4% and an increase of 6.3% to $26.0  million and $81.2  million
for the third  quarter and first nine months of 1998,  respectively,  from $27.5
and $76.4  million for the same periods in 1997.  In its other  operations,  the
Company  experienced  a sales  improvement  of 2.1% and 7.0% to $9.9 million and
$30.7 million for the third quarter and first nine months of 1998, respectively,
from $9.7 and $28.7 million for the same periods in 1997.

         Gross Profit:  Gross profit  decreased 2.7% and increased 7.3% to $10.6
and $33.9  million for the third  quarter and first nine months of 1998 compared
to $10.9 and $31.6  million for the same periods in 1997.  Softness in the wood,
paper and metal  industries  caused  by  pricing  pressures  from  Asian,  South
American,  Russian  and  domestic  competitors  and a  reduction  in  production
capacity resulting from decreased demand in the Asian, South American,  U.S. and
Canadian  markets  contributed  to the reduced third quarter sales and partially
offset the first nine months  1998  increase  in net sales  attributable  to the
second quarter 1997 acquisitions.  Gross margin increased to 29.6% and 30.3% for
the third  quarter and first nine months of 1998 compared to 29.3% and 30.1% for
the same periods in 1997. The Company  experienced  gross profit decline of 9.4%
and  improvement  of  6.3% to $7.7  and  $25.3  million  in its  North  American
operations  for the third  quarter and first nine months of 1998,  respectively,
from $8.5 and $23.8 million for the same periods in 1997, primarily attributable
to the factors  noted above.  Gross profit for the  Company's  other  operations
increased  20.8% and 10.3% to $2.9 and $8.6  million  for the third  quarter and
first nine months of 1998, respectively, from $2.4 and $7.8 million for the same
periods in 1997.

         Selling,  General and  Administrative  Expenses:  Selling,  general and
administrative  expenses  were $7.1 and $22.0  million for the third quarter and
first  nine  months  of 1998  compared  to $7.4 and $20.3  million  for the same
periods in 1997.  Selling,  general and administrative  expenses as a percent of
sales  decreased and increased  slightly to 19.9% and 19.7% from 20.0% and 19.4%
for the third quarter and first nine months of 1998 compared to the same periods
in 1997.

         Interest Expense,  net: Net interest expense increased to $3.0 and $9.0
million for the third quarter and first nine months of 1998 compared to $2.9 and
$8.7 million for the same periods in 1997.

         Income  Taxes:  The Company's  effective tax rate remained  constant at
44.5% for the third  quarter and first nine months of 1998 compared to 44.7% and
45.0% for the same periods in 1997.

Liquidity and Capital Resources

         The  Company's  principal  capital  requirements  are to  fund  working
capital  needs to meet  required  debt and  interest  payments,  and to complete
planned maintenance and expansion expenditures. The Company anticipates that its
operating cash flow, together with available  borrowings of $20,000 and DM 3,256
under  existing  credit  facilities,  will be  sufficient  to meet  its  capital
requirements.   As  of  September  30,  1998,  the  Company's   total  debt  and
shareholder's deficit was $109.8 million and $18.0 million, respectively.

                                       12

<PAGE>


         Net cash flow  provided by operations  aggregated  $9.7 million for the
first nine months of 1998  compared to $5.3 million for the same period in 1997.
The increase was primarily  attributable  to a $3.9 million  decrease in working
capital needs.


         Cash used in investing activities for the first nine months of 1998 was
$7.4  million  compared  to $19.2  million  for the  same  period  in 1997.  The
decreased use of cash is primarily due to the acquisitions in the second quarter
of 1997,  partially  offset  by  increased  purchases  of  property,  plant  and
equipment in 1998.

         Cash used in financing activities for the first nine months of 1998 was
$1.7 million  compared to $6.7 million provided for the same period in 1997. The
decrease  in cash  provided  compared  to the  prior  year is  primarily  due to
increased borrowings in 1997 to fund the second quarter 1997 acquisitions.

Year 2000

         The  Year  2000  problem  exists  because  many  computer  systems  and
applications  use  two-digit  fields to  designate a year.  As the century  date
change occurs,  date  sensitive  systems may recognize the year 2000 as 1900, or
not at all.  This  inability to  recognize  or properly  treat the year 2000 may
cause systems to process financial and operational information incorrectly.

         In 1996, the Company began to develop a plan to upgrade its information
systems to enable it to realize cost savings through centralization of functions
that would result in reductions  in working  capital items such as inventory and
accounts  receivable.  This plan also was  developed  to assess and resolve Year
2000 compliance issues potentially  affecting the Company,  both with respect to
internal  systems and systems on which the Company's  major vendors,  suppliers,
and distributors are reliant.  To date, the Company has completed the assessment
phase of its internal  information systems and an implementation plan to resolve
potential  problems has been developed.  The Company is currently in the process
of  converting,  modifying,  and upgrading its systems and software to Year 2000
compliant  systems and software,  as necessary.  The Company believes that about
50% of its  critical  systems are Year 2000  compliant,  and that the  remaining
critical systems will be compliant by April 1999.

         The Company has also  assessed the  embedded  systems that operate such
items as manufacturing,  phone, security,  heating and air conditioning systems.
This  assessment  was  completed by September 30, 1998.  Non-compliant  embedded
systems will be replaced or modified as necessary by April 1999.

         The Company has incurred  approximately $1.9 million in costs primarily
to upgrade its systems,  and to a lesser extent to address Year 2000 issues. The
Company  estimates  costs  associated  with  scheduled  system  upgrades for the
remainder  of 1998 and 1999  will  approximate  $2.0  million,  including  minor
upgrades to address Year 2000 compliance issues. The company anticipates that it
will be able to achieve Year 2000  compliance  with respect to internal  systems
and software and embedded systems and does not currently anticipate any material
disruption in its business operations to achieve this goal.

          The Company has begun the process of making  inquiries  and  gathering
information  regarding  Year 2000  compliance  exposures  faced by its principal
vendors and suppliers and its major  dealers and  distributors.  The Company has
insufficient  information  at this time to fully assess the degree to which such
vendors,  suppliers,  dealers, and distributors have addressed or are addressing
Year 2000  compliance  issues,  and to fully  evaluate the risk of disruption to
operations  that those  businesses  might face relating to Year 2000  compliance
issues.  However,  no major part or  critical  operation  of any  segment of the
Company's business is reliant on a single source for raw materials, supplies, or
services,  and the Company has  multiple  distribution  channels for most of its
products.  In the event  information  presently  being  gathered  indicates that
certain vendors, suppliers, or distributors will not be Year 2000 compliant, the
Company believes it will be able to find  cost-competitive,  alternative sources
for raw materials,  supplies,  and services necessary to continue production and
distribution.

                                       13

<PAGE>


          The  costs  of the  project  and the  completion  dates  are  based on
management's best estimates,  which were derived utilizing numerous  assumptions
of future events  including the availability of certain  resources,  third party
year 2000  compliance  modification  plans,  and other factors.  There can be no
guarantee that these  estimates will be achieved and actual results could differ
materially from these estimates.

                           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  that could  have a  material  impact on its  financial  position  or
results of operations.

Item 2. Change in Securities

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.
                    Exhibit
                        No.         Description
                    -------       -------------------------
                        27          Financial Data Schedule


(b) Reports on Form 8-K

None.

                                       14

<PAGE>


                                   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/ John E. Halloran
                                       --------------------------------------
                                       John E. Halloran
                                       President and Chief Executive Officer

                                   By: /s/ William M. Schult
                                       --------------------------------------
                                       William M. Schult
                                       Vice President-Finance, Chief
                                       Financial Officer, Treasurer
                                       and Secretary (Principal Financial and
                                       Accounting Officer)

                                   November 11, 1998



                                       15


<PAGE>


                                  EXHIBIT INDEX

                    Exhibit
                        No.         Description
                    -------         -----------------------
                        27          Financial Data Schedule



                                       16

<TABLE> <S> <C>


<ARTICLE> 5
       
<S>                                                           <C>
<PERIOD-TYPE>                                                 OTHER
<FISCAL-YEAR-END>                                             DEC-31-1998
<PERIOD-START>                                                JAN-01-1998
<PERIOD-END>                                                  SEP-30-1998
<CASH>                                                        2,903,000
<SECURITIES>                                                  0
<RECEIVABLES>                                                 25,424,000
<ALLOWANCES>                                                  1,568,000
<INVENTORY>                                                   30,607,000
<CURRENT-ASSETS>                                              61,752,000
<PP&E>                                                        71,778,000
<DEPRECIATION>                                                (30,461,000)
<TOTAL-ASSETS>                                                122,192,000
<CURRENT-LIABILITIES>                                         29,245,000
<BONDS>                                                       0
                                         0
                                                   0
<COMMON>                                                      5,000
<OTHER-SE>                                                    (17,947,000)
<TOTAL-LIABILITY-AND-EQUITY>                                  122,192,000
<SALES>                                                       111,881,000
<TOTAL-REVENUES>                                              111,881,000
<CGS>                                                         78,023,000
<TOTAL-COSTS>                                                 78,023,000
<OTHER-EXPENSES>                                              22,015,000
<LOSS-PROVISION>                                              0
<INTEREST-EXPENSE>                                            9,037,000
<INCOME-PRETAX>                                               2,855,000
<INCOME-TAX>                                                  1,270,000
<INCOME-CONTINUING>                                           1,585,000
<DISCONTINUED>                                                0
<EXTRAORDINARY>                                               0
<CHANGES>                                                     0
<NET-INCOME>                                                  1,585,000
<EPS-PRIMARY>                                                 3.29
<EPS-DILUTED>                                                 3.29
        




</TABLE>


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