INTERNATIONAL KNIFE & SAW INC
10-Q, 2000-08-11
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 June 30, 2000
                                     -------------

 [ ]  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)

                                 (859) 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 July 31, 2000, 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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<PAGE>


                International Knife & Saw, Inc. and Subsidiaries
                                      Index

<TABLE>
<CAPTION>

                                                                                                 Page No.
<S>                                                                                              <C>


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  .............................. 13


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.  Exhibits and Reports on Form 8-K ......................................................... 14
                  (a) Exhibits  ................................................................... 14
                  (b) Reports on Form 8-K ......................................................... 14

Signatures  ....................................................................................... 15

</TABLE>


                                       2


<PAGE>


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

<TABLE>
<CAPTION>

                                                                       June 30,        December 31,
                                                                         2000              1999
                                                                  ---------------------------------
                                                                             (in thousands)
<S>                                                               <C>                  <C>

Assets
Current assets:
   Cash and cash equivalents                                      $        3,337       $      1,862
   Accounts receivable, trade, less allowances for
     doubtful accounts of $2,008 and $1,856                               29,466             25,620
   Inventories                                                            30,483             27,922
   Due from parent                                                         1,191              1,159
   Other current assets                                                    2,723              2,759
                                                                  ---------------------------------
Total current assets                                                      67,200             59,322

Other assets:
   Goodwill                                                               15,019             17,015
   Debt issuance costs                                                     2,504              2,736
   Other noncurrent assets                                                 2,834              2,163
                                                                  ---------------------------------
                                                                          20,357             21,914

Property, plant and equipment-net                                         47,397             46,382

                                                                  ---------------------------------
            Total assets                                          $      134,954       $    127,618
                                                                  =================================


See accompanying notes.

</TABLE>


                                       3


<PAGE>


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


<TABLE>
<CAPTION>

                                                                       June 30,          December 31,
                                                                         2000                1999
                                                                  ------------------------------------
                                                                  (in thousands, except share amounts)
<S>                                                               <C>                    <C>

Liabilities and shareholder's deficit
Current liabilities:
   Notes payable                                                  $     14,214           $      4,362
   Current portion of long-term debt                                     2,902                  2,465
   Accounts payable                                                     11,078                 13,007
   Accrued liabilities                                                  13,989                 10,619
                                                                  -----------------------------------
Total current liabilities                                               42,183                 30,453

Long-term debt, less current portion                                   111,129                112,391
Other liabilities                                                       10,165                  6,557
                                                                  -----------------------------------
Total liabilities                                                      163,477                149,401

Minority interest                                                        1,105                  1,063

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                                                 (31,796)               (25,898)
   Accumulated other comprehensive loss                                 (4,558)                (3,674)
   Treasury stock, at cost                                              (3,432)                (3,432)
                                                                  ------------------------------------
Total shareholder's deficit                                            (29,628)               (22,846)
                                                                  ------------------------------------
Total liabilities and shareholder's deficit                       $    134,954           $    127,618
                                                                  ====================================


See accompanying notes.

</TABLE>


                                       4


<PAGE>


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


<TABLE>
<CAPTION>
                                                                        Quarter ended                    Six months ended
                                                                           June 30,                          June 30,
                                                                    2000             1999              2000             1999
                                                              ----------------------------------------------------------------
                                                                            (in thousands, except per share amounts)
<S>                                                           <C>              <C>               <C>               <C>

Net sales                                                     $    41,253      $    37,280       $    84,916       $    76,516

Cost of sales                                                      30,780           26,934            62,189            54,510
                                                              ----------------------------------------------------------------
Gross profit                                                       10,473           10,346            22,727            22,006

Selling, general and administrative expenses                       11,473            8,348            21,025            16,615
                                                              ----------------------------------------------------------------
Operating income (loss)                                            (1,000)           1,998             1,702             5,391

Other expenses (income):
    Interest income                                                   (45)             (34)              (66)              (57)
    Interest expense                                                3,260            3,144             6,364             6,311
    Minority interest                                                  68              127               134               181
                                                              ----------------------------------------------------------------
                                                                    3,283            3,237             6,432             6,435
                                                              ----------------------------------------------------------------
Loss before income taxes                                           (4,283)          (1,239)           (4,730)           (1,044)

Provision (benefit) for income taxes                                  498             (435)            1,168              (356)
                                                              -----------------------------------------------------------------
Net loss                                                      $    (4,781)     $      (804)      $    (5,898)      $      (688)
                                                              =================================================================

Net loss per common share                                     $     (9.92)     $     (1.67)      $    (12.24)      $     (1.43)

See accompanying notes.


</TABLE>


                                       5


<PAGE>


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


<TABLE>
<CAPTION>
                                                                        Six months ended
                                                                            June 30,
                                                                       2000          1999
                                                                   -------------------------
                                                                         (in thousands)
<S>                                                                <C>           <C>

Operating activities
Net loss                                                           $   (5,898)   $     (688)
Adjustments to reconcile net loss to net cash (used)
   Provided by operating activities:
     Depreciation and amortization                                      3,959         3,307
     Loss on disposition of businesses                                  1,981             -
     Loss on sale of property, plant and equipment                         44            31
     Minority interest in income of subsidiary                            134           181
     Changes in operating assets and liabilities, net of effects
       from purchases of operations:
         Accounts receivable                                           (1,696)         (754)
         Inventories                                                    1,721         2,605
         Accounts payable                                              (4,101)         (190)
         Accrued liabilities                                             (161)          821
         Other                                                            786          (337)
                                                                    ------------------------
Net cash (used) provided by operating activities                       (3,231)        4,976

Investing activities
Purchases of operations, net of cash acquired                            (956)            -
Purchases of property, plant and equipment                             (2,802)       (3,731)
Proceeds from sale of property, plant and equipment                        80           423
Proceeds from disposition of businesses                                 1,290             -
Decrease (increase) in notes receivable and other assets                  (22)          322
                                                                    ------------------------
Net cash used by investing activities                                  (2,410)       (2,986)

Financing activities
Decrease (increase) in amounts due from parent                             32        (1,048)
Increase in notes payable and long-term debt                           16,967        15,366
Repayment of notes payable and long-term debt                          (9,790)      (14,733)
Cash received from investees                                               28             -
                                                                    ------------------------
Net cash provided (used) by financing activities                        7,237          (415)

Effect of exchange rates on cash and cash equivalents                    (120)          (32)
                                                                   -------------------------

Increase in cash and cash equivalents                                   1,475         1,543
Cash and cash equivalents at beginning of period                        1,862         2,032
                                                                   ------------------------

Cash and cash equivalents at end of period                         $    3,337         3,575
                                                                   ========================
See accompanying notes.

</TABLE>


                                       6


<PAGE>


                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, 1999. The  consolidated  balance sheet
at December 31, 1999, has been derived from the audited  consolidated  financial
statements at that date.  Certain 1999 amounts have been reclassified to conform
to the current year presentation.

2.   Acquisitions

In January 2000, the Company's German  subsidiary  acquired all of the shares of
Boehler  Miller  Messer und  Saegen  GmbH  ("BMMS").  BMMS is  headquartered  in
Waidhofen,  Austria.  The purchase price consisted of 13,300 Austrian Schillings
(approximately  $956)  in  cash,  net of  cash  acquired,  and  63,000  Austrian
Schillings (approximately $4,530) in assumed debt. The Company's lines of credit
were increased in order to finance the cash payment. Additional consideration is
contingent  upon BMMS achieving  certain annual earnings and would be payable in
2002. BMMS produces knives,  saws and ground flats for the wood, paper and metal
industries  with  annual  sales of  approximately  300,000  Austrian  Schillings
(approximately  $21,600).  The  acquisition was accounted for under the purchase
method.  There was no goodwill on this acquisition.

3.   Comprehensive Income

The  Company   includes   minimum  pension   liabilities  and  foreign  currency
translation  adjustments in other  comprehensive  income. For the quarters ended
June 30, 2000 and 1999, total comprehensive  losses amounted to $5,004 and $939,
respectively,  including $223 and $135 of other comprehensive  losses related to
foreign currency translation adjustments. For the six months ended June 30, 2000
and  1999,   total   comprehensive   losses   amounted  to  $6,782  and  $2,201,
respectively, including $884 and $1,513 of other comprehensive losses related to
foreign currency translation adjustments.


                                       7


<PAGE>


                International Knife & Saw, Inc. and Subsidiaries

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

<TABLE>
<CAPTION>

4.   Notes Payable and Long -Term Debt
                                                                                         June 30,       December 31,
                                                                                           2000             1999
                                                                                     -------------------------------
<S>                                                                                  <C>                <C>

     Notes payable:
       Notes payable on demand in German  Marks to a German  bank,
         issued under revolving credit agreements, interest payable
         quarterly                                                                   $    5,896         $     1,347
       Notes payable on demand in Chinese Yuan Renminbi to
         Chinese banks, issued under revolving credit agreements,
         interest payable monthly                                                         1,630               1,765
       Notes payable on demand in Austrian Schillings to an Austrian
         bank                                                                             1,388                   -
       Notes payable on demand in U.S. Dollars to a German bank,
         issued under revolving credit agreements, interest payable
         quarterly                                                                        5,300               1,250
                                                                                     ------------------------------
                                                                                     $   14,214         $     4,362
                                                                                     ==============================


                                                                                         June 30,       December 31,
                                                                                           2000             1999
                                                                                     -------------------------------
     Long-term debt:
       11-3/8% Senior Subordinated Notes due 2006                                    $   90,000         $    90,000
       Notes payable in German Marks to a German bank                                    15,159              16,399
       Notes payable in Chinese Yuan Renminbi to
         Chinese banks                                                                    1,379               1,680
       Capitalized lease obligations in U.S. dollars to U.S. lenders                      3,757               4,261
       Notes payable in Austrian Schillings to an Austrian bank                           1,892                   -
       Promissory note payable in Dutch Guilders to a
         former shareholder of the Diacarb Company                                        1,778               2,414
       Other                                                                                 66                 102
                                                                                     ------------------------------
                                                                                        114,031             114,856
     Less current portion                                                                 2,902               2,465
                                                                                     ------------------------------
                                                                                     $  111,129         $   112,391
                                                                                     ==============================

</TABLE>


At June 30,  2000,  the  Company had  committed  global,  multi-currency  credit
facilities of US $41,054. Unused committed lines of credit from these facilities
were US $16,327,  compared to US $16,801 at December 31, 1999. A facility fee of
0.25% per annum is charged on the unused portion of the U.S. dollar component of
the facility.


                                       8


<PAGE>


                International Knife & Saw, Inc. and Subsidiaries

             Notes to Consolidated 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/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 six
months ended June 30, 2000 in accordance with income tax accounting rules.

6.   Inventories

                                                June 30,          December 31,
                                                  2000                1999
                                           -----------------------------------

     Finished goods                        $        17,865     $        17,120
     Work in process                                 5,248               5,088
     Raw materials and supplies                      7,370               5,714
                                           -----------------------------------
                                           $        30,483     $        27,922
                                           ===================================


                                       9


<PAGE>


                International Knife & Saw, Inc. and Subsidiaries

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


7.   Disposition of Businesses and Other Non-recurring Charges

The operating  loss for the second  quarter  includes  non-recurring  charges of
$2,600,  comprised  primarily  of a $1,981  loss on the sale of certain  service
centers and $449 in severance  costs related to the resignation of the Company's
former CEO.

In May and June, 2000 the Company  completed the sale of six service centers for
a combined selling price of $1,480,  comprised of $1,290 in cash and a $190 note
receivable.  These service centers were located in Illinois,  Wisconsin, Oregon,
Virginia,  Tennessee and Georgia.  The decision to sell the service  centers was
made in order to redeploy assets to the Company's strategic core initiatives.

On April 25, 2000, P. Daniel Miller, the Company's  President and CEO, submitted
his resignation to the Board of Directors of the Company  effective May 1, 2000.
As of that date,  the Board of  Directors  established  an  executive  committee
comprised of Messrs.  Thomas W.G. Meyer,  Executive Vice  President,  Europe and
Asia; William M. Schult, Executive Vice President-CFO,  Treasurer and Secretary;
Bradley H. Widmann, Vice President - Operations for the Americas; and Jeffrey H.
Welday,  Vice President of Sales and Marketing for the Americas.  This committee
is  responsible  for all  operations of the Company and reports  directly to the
Board of Directors.


                                       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,
1999.

General

         The  Company is a global  leader in the  manufacturing,  servicing  and
marketing of industrial and commercial  machine knives and saws. 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 sells  products 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 58% of its net
sales and 17% of its operating income for the first half of 2000,  excluding the
effect of $2.6 million of non-recurring  charges  discussed in Note 7. Its other
international  operations account for the remainder and are located primarily in
Europe,  35% first half net sales, and 73% of first half 2000 operating  income,
excluding the effect of the $2.6 million of non-recurring charges.

         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 six months
of 2000 to the first six  months of 1999,  there was a  negative  impact of $2.7
million (net of the  currency  impact on the BMMS sales) on sales with a minimal
impact  on net  income.  In  addition,  in the  first  half of 2000  there was a
decrease in  shareholder's  equity from  December  31, 1999 due to a $.9 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  hedges its  exposure by entering  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 six
months.

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>


Second quarter and six months ended June 30, 2000 compared to second quarter and
six months ended June 30, 1999

         Net Sales:  Net sales  increased  10.7% to $41.3 million for the second
quarter  and 11.0% to $84.9  million  for the first  half of 2000 from $37.3 and
$76.5  million  for the  same  periods  in 1999  primarily  attributable  to the
acquisition of BMMS in January 2000. The Company experienced sales reductions in
its North American operations (1.2% to $23.8 million) for the second quarter and
(1.8% to $49.0  million) for the first half of 2000 compared to the same periods
in 1999  primarily  attributable  to  continuing  organizational  issues  and to
softness in the North American market. On April 25, 2000, P. Daniel Miller,  the
Company's  President and CEO resigned from the Company effective May 1, 2000. An
executive  committee,  comprised  of four  officers  of the  Company,  reporting
directly to the Board of Directors,  was  established.  The Company  experienced
sales  improvements  (32.6% to $17.5  million) in its other  operations  for the
second  quarter and (35.0% to $35.9 million) for the first half of 2000 compared
to the same period in 1999 primarily attributable to the BMMS acquisition.

         Gross  Profit:  Gross  profit  increased  slightly  to $10.5  and $22.7
million  for the second  quarter  and first half of 2000 up from $10.3 and $22.0
million for the same periods in 1999.  Excluding the effect of the non-recurring
charges  discussed  in Note 7,  gross  profit  would  have been  $11.0 and $23.2
million  for the  second  quarter  and first half of 2000,  respectively.  Gross
margin  decreased  to 25.4% and 26.8% for the second  quarter  and first half of
2000  compared  to 27.8%  and  28.8%  for the  same  periods  in 1999  primarily
attributable  to the factors  noted above and the second  quarter  non-recurring
charges.  Excluding the second quarter non-recurring  charges,  gross profit for
the second quarter and first six months of 2000 would have been 26.6% and 27.3%,
respectively.  The  Company  experienced  gross  profit  declines  in its  North
American operations (15.0% to $5.1 million) for the second quarter and (14.2% to
$11.5  million) for the first half of 2000  compared to the same periods in 1999
primarily  attributable to the factors noted above. Excluding the second quarter
non-recurring  charges,  the North American  operations  decline in gross profit
would have been 6.7% to $5.6  million  for the second  quarter  and a decline of
10.4% to $12.0 million in the first half of 2000. The Company  experienced gross
profit  improvements  (25.6% to $5.4  million) in its other  operations  for the
second  quarter and (30.2% to $11.2 million) for the first half of 2000 compared
to the same periods in 1999 primarily  attributable  to the BMMS  acquisition in
January 2000.

         Selling,  General and  Administrative  Expenses:  Selling,  general and
administrative  expenses were $11.5 and $21.0 million for the second quarter and
first half of 2000  compared to $8.3 and $16.6  million for the same  periods in
1999. Excluding the second quarter non-recurring charges,  selling,  general and
administrative  expenses  would have been $9.4 and $18.9  million for the second
quarter and first half of 2000,  respectively.  The increase,  net of the second
quarter   non-recurring   charges,   is  primarily   attributable  to  the  BMMS
acquisition. Selling, general and administrative expenses increased to 27.8% and
24.8% from 22.4% and 21.7% of sales for the  respective  periods.  Excluding the
second  quarter  non-recurring  charges,  selling,  general  and  administrative
expenses would have increased slightly to 22.8% for the second quarter and 22.3%
for the first half of 2000.

         Interest  Expense,   net:  Net  interest  expense  remained  relatively
constant at $3.2 and $6.3 million for the second  quarter and first half of 2000
compared to the same periods in 1999.

         Income Taxes:  Due to pre-tax losses in the United States in the second
quarter  and first half of 2000 for which the Company did not record the related
current tax benefits in accordance  with income tax accounting  rules,  and as a
result of pre-tax income in the Company's other operations for which the Company
recorded  related  tax  provisions,  the  Company  has  recorded a  consolidated
provision for income tax on a consolidated  pre-tax loss of  $4,730,000.  Due to
pre-tax  losses in the  United  States in the second  quarter  and first half of
1999, the Company recorded related tax benefits which resulted in a consolidated
tax  benefit  at  effective  tax  rates of 35.1%  and  34.1%  respectively.  The
significant change in income taxes from 1999 is due to the above factors and the
recording of tax benefits  related to the pre-tax losses in the United States in
1999, but not in 2000.


                                       12


<PAGE>


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 $16.3 million under
existing credit facilities, will be sufficient to meet its capital requirements.
As of June 30,  2000,  the  Company's  total  long term  debt and  shareholder's
deficit was $114.0 and $29.6 million, respectively.

         Net cash flow used in operations  aggregated $3.2 million for the first
half of 2000 compared to $5.0 million provided by operations for the same period
in 1999. This decrease was primarily  attributable to a $5.2 million decrease in
net income and a $5.6  million  increase in working  capital  offset by the $2.0
loss on the disposition of businesses.

         Cash used in investing  activities  for the first half of 2000 was $2.5
million  compared to $3.0 million for the same period in 1999. The decreased use
of cash is primarily due to a decrease in net capital  expenditures  compared to
1999.

         Cash  provided by financing  activities  for the first half of 2000 was
$7.3  million  compared to cash used of $.4 million for the same period in 1999.
The increase in cash  provided  compared to the prior year is  primarily  due to
increased net  borrowings  in 2000 compared to 1999 due to the BMMS  acquisition
and increased working capital needs.


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.


                                       13


<PAGE>


                           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.

                    Exhibit
                      No.                      Description
                    -------     ------------------------------------------------

                    10.15       Summary of Permitted  Indebtedness,  Commitments
                                from Banks, and Availability at June 30, 2000
                    10.16       Letter agreement dated November 16, 1998 between
                                Deutsche  Bank and IKS Klingelnberg GmbH.
                    10.17       Letter agreement dated January 19, 1999  between
                                Deutsche Bank and the Company.
                    10.18       Letter  agreement  dated  May 12,  1999  between
                                Deutsche  Bank and the Company.
                    10.19       Letter  agreement  dated  March 16, 2000 between
                                Deutsche Bank and IKS Klingelnberg GmbH.
                    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/  William M. Schult
                                    ------------------------------------
                                      William M. Schult
                                      Executive Vice President - Chief
                                      Financial Officer, Treasurer and
                                      Secretary (Principal Financial and
                                      Accounting Officer, and Executive
                                      Committee member)





                                 August 11, 2000


                                       15


<PAGE>


                                  EXHIBIT INDEX


 Exhibit
   No.                        Description
--------     -------------------------------------------------------------------

 10.15       Summary of  Permitted  Indebtedness,  Commitments  from  Banks, and
             Availability at June 30, 2000
 10.16       Letter agreement dated November 16, 1998 between Deutsche Bank  and
             IKS Klingelnberg GmbH.
 10.17       Letter  agreement  dated  January  19,  1999  between Deutsche Bank
             and the Company.
 10.18       Letter agreement dated May 12, 1999 between  Deutsche  Bank and the
             Company.
 10.19       Letter agreement dated March 16, 2000 between Deutsche Bank and IKS
             Klingelnberg GmbH.
 27          Financial Data Schedule


                                       16




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