KNAPE & VOGT MANUFACTURING CO
10-Q, 2000-11-03
PARTITIONS, SHELVG, LOCKERS, & OFFICE & STORE FIXTURES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 2000

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


      For the Transition Period From _________________To _________________

                         Commission File Number 2-18868

                       KNAPE & VOGT MANUFACTURING COMPANY
             (Exact name of registrant as specified in its charter)

               Michigan                                   38-0722920
       (State of Incorporation)               (IRS Employer Identification No.)

     2700 Oak Industrial Drive, NE
         Grand Rapids, Michigan                            49505
(Address of principal executive offices)                (Zip Code)

                                 (616) 459-3311
                               (Telephone Number)

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 ______

        2,257,361 common shares were outstanding as of October 27, 2000.
        2,359,778 Class B common shares were outstanding as of October 27, 2000.

The Exhibit Index appears on page 14.
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                                      INDEX

                                                                        Page No.

PART I.  FINANCIAL INFORMATION

    Item 1.  Financial Statements.

             Condensed Consolidated Balance Sheets
             --September 30, 2000 and July 1, 2000.............................2

             Condensed Consolidated Statements of Income
             --Three Months Ended September 30, 2000 and October 2, 1999.......3

             Condensed Consolidated Statements of Cash Flows
             --Three Months Ended September 30, 2000 and October 2, 1999.......4

             Notes to Condensed Consolidated Financial Statements............5-7

    Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations............................8-10

    Item 3.  Quantitative and Qualitative Disclosures About Market Risk.......11

PART II. OTHER INFORMATION

    Item 6.  Exhibits and Reports on Form 8-K.................................12

SIGNATURES....................................................................13

EXHIBIT INDEX ................................................................14


                                       1
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                          PART I. FINANCIAL INFORMATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
                                                                              (Unaudited)             (Audited)
                                                                             Sept. 30, 2000          July 1, 2000
                                                                          --------------------    -----------------
Assets
<S>                                                                       <C>                     <C>
Current assets
         Cash and equivalents                                             $         2,213,185     $      2,351,622
         Accounts receivable - net                                                 18,820,466           20,631,951
         Inventories                                                               16,672,564           15,092,393
         Prepaid expenses and other                                                 3,067,661            3,133,098
                                                                          -------------------     ----------------
Total current assets                                                               40,773,876           41,209,064
                                                                          -------------------     ----------------

Property, plant and equipment                                                      76,181,490           73,632,488
Less accumulated depreciation                                                      36,668,374           35,270,625
                                                                          -------------------     ----------------
Net property, plant and equipment                                                  39,513,116           38,361,863
                                                                          -------------------     ----------------

Goodwill                                                                            4,896,401            4,978,420
Other assets                                                                        4,055,595            3,738,305
                                                                          -------------------     ----------------

                                                                          $        89,238,988     $     88,287,652
                                                                          ===================     ================

Liabilities and Stockholders' Equity

Current liabilities
         Accounts payable                                                 $        11,973,262     $     12,833,665
         Other accrued liabilities                                                 11,461,140           11,997,006
                                                                          -------------------     ----------------
Total current liabilities                                                          23,434,402           24,830,671
                                                                          -------------------     ----------------

Long-term debt                                                                     20,570,000           20,050,000
Deferred income taxes and other long-term liabilities                               8,863,515            8,700,351
                                                                          -------------------     ----------------
Total liabilities                                                                  52,867,917           53,581,022
                                                                          -------------------     ----------------

Stockholders' Equity
Common stock (Common - 2,227,581 and 2,222,852  shares issued,  Class B common -
       2,388,095 and 2,392,853 shares issued,
       Preferred - unissued)                                                        9,231,352            9,231,410
Additional paid-in capital                                                          8,480,730            8,482,908
Unearned stock grant                                                                  (94,500)             (94,500)
Accumulated other comprehensive income:
       Foreign currency translation adjustment                                        (72,289)             (39,172)
       Derivative adjustment                                                          244,019                    -
       Minimum supplemental executive retirement plan
          liability adjustment                                                     (1,129,818)          (1,130,405)
Retained earnings                                                                  19,711,577           18,256,389
                                                                          -------------------     ----------------
Total stockholders' equity                                                         36,371,071           34,706,630
                                                                          -------------------     ----------------

                                                                          $        89,238,988     $     88,287,652
                                                                          ===================     ================
</TABLE>
See accompanying notes.

                                       2
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
                                                           Three Months Ended
                                                           ------------------
                                                  Sept. 30, 2000          Oct. 2, 1999
                                                 ----------------     ----------------
<S>                                             <C>                   <C>
Net sales                                       $      36,957,550     $      35,687,624

Cost of sales                                          26,383,824            26,294,114
                                                -----------------     -----------------

Gross profit                                           10,573,726             9,393,510

Selling and administrative expenses                     6,766,146             5,897,749
                                                -----------------     -----------------

Operating income                                        3,807,580             3,495,761

Other expenses (income)                                   436,685               317,949
                                                -----------------     -----------------

Income before income taxes                              3,370,895             3,177,812

Income taxes                                            1,190,000             1,133,000
                                                -----------------     -----------------

Net income                                      $       2,180,895     $       2,044,812
                                                =================     =================

Basic earnings per share:
Net income per share                            $            0.47     $            0.43
                                                =================     =================

Weighted average shares outstanding                     4,615,000             4,720,283

Diluted earnings per share:
Net income per share                            $            0.47     $            0.43
                                                =================     =================

Weighted average shares outstanding                     4,619,016             4,725,952

Cash dividend - common stock                    $            .165     $             .15

Cash dividend - Class B common stock            $             .15     $            .136
</TABLE>

See accompanying notes.
                                       3
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
                                                                         Three Months Ended
                                                                         ------------------
                                                                Sept. 30, 2000          Oct. 2, 1999
                                                             -------------------     -------------------
<S>                                                          <C>                      <C>
Operating Activities:
    Net income                                               $      2,180,895         $     2,044,812
    Non-cash items:
        Depreciation and amortization                               1,538,556               1,410,100
        Deferred income taxes                                         (70,000)                (65,000)
        Other long-term liabilities                                   100,932                  98,778
        Changes in operating assets and liabilities:
                Accounts receivable                                1 ,787,816                (406,632)
                Inventories                                        (1,580,171)                951,778
                Other current assets                                   63,185                  44,114
                Accounts payable and accrued expenses              (1,721,769)              1,139,374
                                                             ----------------         ---------------
    Net cash provided by operating activities                       2,299,444               5,217,324
                                                             ----------------         ---------------

Investing Activities:
    Additions to property, plant and equipment                     (2,195,587)             (1,947,282)
    Net cash paid for acquisition                                           -              (5,267,877)
    Payments for other non-current assets                              (1,059)                120,001
                                                             ----------------         ---------------
    Net cash provided by (used for) investing activities           (2,196,646)             (7,095,158)
                                                             ----------------         ---------------

Financing Activities:
    Cash dividends paid                                              (725,707)               (672,671)
    Proceeds from issuance of common stock                              3,903                 180,999
    Repurchase and retirement of common stock                         (20,537)               (806,992)
    Borrowings on long-term debt                                   14,790,000               6,550,000
    Payments on long-term debt                                    (14,270,000)             (3,200,000)
                                                             ----------------         ---------------
    Net cash provided by (used for) financing activities             (222,341)              2,051,336
                                                             ----------------         ---------------

Effect of Exchange Rate Changes on Cash                               (18,894)                  2,075
                                                             ----------------         ---------------

Net Increase in Cash and Equivalents                                 (138,437)                175,577

Cash and equivalents, beginning of year                             2,351,622               1,621,002
                                                             ----------------         ---------------

Cash and equivalents, end of period                          $      2,213,185         $     1,796,579
                                                             ================         ===============

Cash Paid During the Period - interest                       $        372,418         $       314,987
                            - income taxes                   $        285,000         $        10,000
</TABLE>
See accompanying notes.

                                       4
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1 - Basis of Financial Statement Preparation

The  accompanying  unaudited  condensed  consolidated  financial  statements and
related notes have been prepared  pursuant to the rules and  regulations  of the
Securities  and Exchange  Commission.  The  information  furnished  reflects all
adjustments,  which are,  in the  opinion of  management,  necessary  for a fair
statement  of the results of  operations  and  consist of only normal  recurring
adjustments.  Interim results are not necessarily  indicative of the results for
the year-end and are subject to year-end  adjustments,  and audit by independent
public  accountants.  The balance sheet at July 1, 2000, has been taken from the
audited financial statements at that date. The condensed  consolidated financial
statements  and notes  should be read in  conjunction  with the  Company's  2000
annual report.

Effective  July 1,  1999,  the  Company  adopted a 52- or 53-week  fiscal  year,
changing the year-end date from June 30 to the Saturday nearest the end of June.

Certain prior year  information has been  reclassified to conform to the current
year presentation.

Note 2 - Common Stock and Per Share Information

Common  stock  is $2 par - shares  authorized  6,000,000  of  common  stock  and
4,000,000 of Class B common stock.

The following  table  reconciles  the numerators  and  denominators  used in the
calculations of basic and diluted EPS for each of the periods presented:
<TABLE>
                                                Sept. 30, 2000                 Oct. 2, 1999
                                             -------------------           ------------------
<S>                                          <C>                           <C>
Numerators:
  Numerator for both basic and
  diluted EPS, net income                             $2,180,895                   $2,044,812
                                             ===================           ==================
Denominators:
  Denominator for basic EPS,
  weighted-average common shares
  outstanding                                          4,615,000                    4,720,283
  Potentially dilutive shares
  resulting from stock option plans                        4,016                        5,669
                                             -------------------           ------------------
  Denominator for diluted EPS                          4,619,016                    4,725,952
                                             ===================           ==================
</TABLE>

The following  exercisable stock options were not included in the computation of
diluted EPS because the option prices were greater than average quarterly market
prices.
<TABLE>
                                              Sept. 30, 2000                Oct. 2, 1999
                                            -------------------          ------------------
<S>                                               <C>                         <C>
Exercise Price
  $16.74                                          11,192                      11,495
  $18.18                                          10,450                      11,000
</TABLE>

                                       5
<PAGE>
Note 3 - Inventories

Inventories  are  valued  at the  lower of FIFO  (first-in,  first-out)  cost or
market. Inventories are summarized as follows:
<TABLE>
                             Sept. 30, 2000               July 1, 2000
                             --------------               ------------
<S>                           <C>                       <C>
Finished products             $  10,797,897             $     8,778,556
Work in process                   2,262,154                   2,339,958
Raw materials                     3,612,513                   3,973,879
                             --------------             ---------------
Total                         $  16,672,564             $    15,092,393
                             ==============             ===============
</TABLE>

Note 4 - Adoption of New Accounting Standard

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 133,
"Accounting for Derivative Instruments and Hedging Activities," on July 2, 2000.
The Company uses an interest-rate swap to convert a portion of its variable-rate
revolver to a fixed  rate.  The  resulting  cost of funds is lower than it would
have  been  had  fixed-rate  borrowings  been  issued  directly.  The  level  of
fixed-rate debt, after the effects of interest-rate  swaps have been considered,
is  between  85 and 95  percent  of the  Company's  total  outstanding  debt  of
$20,570,000 at September 30, 2000 and $20,050,000 at July 1, 2000.

In accordance with the transition  provisions of FAS 133, the Company recorded a
net-of-tax  cumulative-effect-type adjustment in accumulated other comprehensive
income to recognize  the fair value of the  interest-rate  swap  designated as a
cash-flow hedging instrument.  The derivative was also recognized on the balance
sheet at its fair value of $375,019.

The Company has formally  documented the relationship  between the interest-rate
swap and the revolver, as well as its risk-management objective and strategy for
undertaking the hedge transaction.  This process includes linking the derivative
that has been designated as a cash-flow  hedge to the specific  liability on the
balance sheet. The Company also formally assesses, both at the hedge's inception
and on an ongoing basis,  whether the derivative used in the hedging transaction
is highly effective in offsetting  changes in the cash flows of the hedged item.
If it is determined  that the  derivative is not highly  effective as a hedge or
that it has ceased to be a highly  effective hedge, the Company will discontinue
hedge accounting prospectively.

Note 5 - Comprehensive Income

Comprehensive income is comprised of net income and all changes to stockholders'
equity, except those due to investments by owners and distributions to owners.

Comprehensive income and its components consist of the following:
<TABLE>

Three months ended                              Sept. 30, 2000        Oct. 2, 1999
-----------------------------------------------------------------------------------
<S>                                              <C>                    <C>
Net income                                        $ 2,180,895           $ 2,044,812
Other comprehensive income:
  Foreign currency translation adjustment             (33,287)               (1,016)
  Derivative adjustment                               244,019                     -
  Minimum SERP liability adjustment                       757                    68
                                            -----------------      ----------------

Comprehensive income                              $ 2,392,384           $ 2,043,864
                                            =================      ================
</TABLE>
                                       6
<PAGE>
Note 6 - Assets Held for Sale

During  fiscal 2000,  the Company  offered its former  powder coat  facility for
sale.  As a result of this  decision,  the  related  assets of  $1,779,405  were
transferred  to the  category  "Net Assets Held for Sale" and a loss of $105,000
was  recorded in the fourth  quarter of fiscal  2000.  In July 2000,  management
entered into a Buy/Sell  agreement for the facility and anticipates  closing the
sale  during  fiscal  2001.  The loss was  determined  based upon this  Buy/Sell
agreement.

Note 7 - Acquisition

On October 1, 1999, the Company acquired substantially all of the assets of Idea
Industries,  Inc. (Idea).  Idea designed,  manufactured  and marketed  ergonomic
products, including adjustable keyboard mechanisms,  keyboard and computer mouse
platforms,  wrist rests and CPU holders.  The acquisition was recorded using the
purchase method of accounting.  Accordingly, the purchase price was allocated to
the assets acquired and liabilities assumed,  based on the estimated fair values
at the date of the  acquisition.  The cost of the  acquisition  in excess of net
identifiable  assets  acquired  has  been  recorded  as  goodwill  and is  being
amortized on a straight-line basis over 15 years.

The terms of the Idea acquisition agreement provide for additional consideration
to be paid if Idea's sales exceed certain targeted levels. The maximum amount of
contingent  consideration  is $550,000  payable  through  2001. In calendar year
1999, the additional  consideration payment was $41,797, which has been included
in goodwill. Any additional consideration paid will be recorded as goodwill when
payment is made.

The results of the acquisition  were not material to the Company's  consolidated
operating  results,  therefore  pro  forma  financial  statements  have not been
prepared.

Note 8 - Restricted Stock and Performance-Option Plan

On February 1, 2000, William Dutmers, Chairman of the Board, President and Chief
Executive Officer of Knape & Vogt, was granted 6,600 shares of restricted common
stock and the option to purchase an  additional  27,500  shares of the Company's
common stock at a price of $14.43 per share. The grant and the options will vest
if the  Company  achieves  specific  financial  objectives  within  a  five-year
performance  period.  During the  performance  period,  the grantee may vote and
receive  dividends  on the  restricted  shares,  but the shares  are  subject to
transfer  restrictions and are forfeited if the grantee terminates employment or
the Company does not achieve its financial objectives.

Note 9 - Stock Repurchase

On  September 1, 1998,  the Company  announced  its  intention to purchase up to
1,320,000  shares of the  Company's  common  stock  pursuant to a Dutch  Auction
self-tender  offer at a price  range of  $17.27 to $20 per  share.  The Board of
Directors  also  approved  the  purchase  in the  open  market  or in  privately
negotiated  transactions,  following  the  completion of the Dutch  Auction,  of
shares of common  stock in an amount which when added to the number of shares of
common stock  purchased in the Dutch  Auction would equal  1,485,000.  The Dutch
Auction was concluded on October 7, 1998, with the purchase of 1,353,862  shares
at a price of $19.09 per share.

At each of the  January  22,  1999 and the  August 20,  1999 Board of  Directors
meetings,  the  Board  approved  an  additional  440,000  shares  for the  stock
repurchase  program.  Utilizing  these  Board  authorizations,  the  Company has
purchased   635,150  shares  through  the  first  quarter  of  fiscal  2001  for
approximately  $9.3 million with the price per share ranging from  approximately
$12 to $17.

                                       7
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Certain  matters  discussed in this section include  forward-looking  statements
involving  risks  and  uncertainties.  When  used in this  document,  the  words
"believes,"  "expects,"  "anticipates," "goal," "think," " forecast," "project,"
and similar expressions  identify  forward-looking  statements.  Forward-looking
statements include, but are not limited to, statements concerning future revenue
and net  income  growth.  Such  statements  are  subject  to  certain  risks and
uncertainties,  which would cause actual results to differ materially from those
expressed or implied by such forward-looking  statements.  Readers are cautioned
not to place undue reliance on those forward-looking  statements that speak only
as of the date of this report.


RESULTS OF OPERATIONS

Net Sales

The following  table  indicates the Company's sales (in millions) and percentage
of total sales by product category for the three-month periods ended:
<TABLE>
                                         Three Months Ended
                                         ------------------
                            Sept. 30,                   Oct. 2,
                              2000         %             1999         %
                       ------------------------   ------------------------
<S>                          <C>         <C>            <C>         <C>
Shelving systems             $10.6       28.8%          $12.3       34.5%
Drawer slides                 17.1       46.3%           16.9       47.3%
Hardware                       9.3       24.9%            6.5       18.2%
                       ------------------------   ------------------------

Total                        $37.0      100.0%          $35.7      100.0%
                       ========================   ========================
</TABLE>

Net sales for the first  quarter of fiscal 2001 were $37.0  million  compared to
$35.7  million for the same  period in the prior  year.  The decline in shelving
systems  reflects  the loss of shelving  sales to a large  retailer.  The retail
market  continues to be extremely  competitive and the Company must evaluate the
profitability  of the  customers  in this market.  Drawer  slide sales  improved
slightly over the prior year. The Company experienced double-digit growth in its
precision  drawer  slide  sales,  which was offset by lower sales of its utility
slides. The significant  increase in hardware primarily  represents sales of the
Company's products.

Gross Profit

Gross profit,  as a percentage of net sales,  was 28.6% for the first quarter of
fiscal  2001  compared  to 26.3%  for the same  period in the  prior  year.  The
increase in gross profit  during the first  quarter of fiscal 2001  reflects the
improvements achieved through the Company's focus on lean manufacturing combined
with capital investments made to increase capacity and productivity.

Operating Expenses

Selling and administrative expenses, as a percentage of net sales, for the first
quarter  ended  September  30,  2000,  were 18.3%  compared to 16.5% in the same
period in the prior year. The increase from the prior year was due to the higher
operating  costs  associated  with the  ergonomic  product line coupled with the
Company's continued investment to launch its new products into the market.

                                       8
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


Other Expenses/(Income)

Interest expense was $381,393 for the first quarter of fiscal 2001,  compared to
$326,348  for the same  period  in the prior year.  The  increase  in  interest
expense was attributable to the higher level of borrowings  combined with higher
interest rates during the first quarter of fiscal 2001.

Other  miscellaneous  expense was $55,292 for the first  quarter of fiscal 2001,
compared to other miscellaneous  income of $8,399 in the prior year. The expense
in  fiscal  2001   reflects  the  loss  incurred  on  the  disposal  of  certain
manufacturing assets.

Income Taxes

The  effective  tax rate for the quarter  ended  September  30, 2000,  was 35.3%
compared with the rate of 35.7% for the same period in the prior year.

Net Income

For the quarter ended September 30, 2000, net income was $2,180,895 or $0.47 per
diluted  share  compared to  $2,044,812 or $0.43 per diluted share for the first
quarter of last year.  The increase in net income in the first quarter of fiscal
2001 was  attributable  to the higher  sales  volume  coupled  with gross margin
improvement.

Liquidity and Capital Resources

Net  cash  from  operating  activities  for  the  first  three  months  provided
$2,299,444 as compared to $5,217,324  for the first three months of fiscal 2000.
The higher level of working  capital  negatively  impacted cash flows during the
quarter.  Specifically,  inventory  levels  increased  due to  higher  levels of
imported product and accounts payable decreased due to timing of the quarter-end
cutoff.

Capital expenditures totaled $2,195,587 for the three months ended September 30,
2000,  compared to $1,947,282  for the three months ended  October 2, 1999.  The
increased capital spending reflects investments in manufacturing technology, the
completion  of the new  facility at the Indiana  subsidiary  and tooling for new
products. There were no significant capital expenditure commitments at September
30, 2000.  Capital  expenditures  are anticipated to remain at or slightly below
the same level as in the first quarter.

On October 1, 1999, the Company acquired substantially all of the assets of Idea
Industries,  Inc.  ("Idea") for a purchase price of  $5,267,877.  Idea designed,
manufactured  and  marketed  ergonomic  office  products,  including  adjustable
keyboard mechanisms,  keyboard and computer mouse platforms, wrist rests and CPU
holders.  The  acquisition was recorded using the purchase method of accounting.
Accordingly,  the  purchase  price was  allocated  to the  assets  acquired  and
liabilities  assumed,  based on the  estimated  fair  values  at the date of the
acquisition.  The cost of the acquisition in excess of net  identifiable  assets
acquired has been recorded as goodwill and is being amortized on a straight-line
basis over 15 years.

The terms of the Idea acquisition agreement provide for additional consideration
to be paid if Idea's sales exceed certain targeted levels. The maximum amount of
contingent  consideration  is $550,000  payable  through  2001. In calendar year
1999, the additional  consideration payment was $41,797, which has been included
in goodwill. Any additional consideration paid will be recorded as goodwill when
payment is made.

                                       9
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

On  September 1, 1998,  the Company  announced  its  intention to purchase up to
1,320,000  shares of the  Company's  common  stock  pursuant to a Dutch  Auction
self-tender  offer at a price  range of  $17.27 to $20 per  share.  The Board of
Directors  also  approved  the  purchase  in the  open  market  or in  privately
negotiated  transactions,  following  the  completion of the Dutch  Auction,  of
shares of common  stock in an amount which when added to the number of shares of
common stock  purchased in the Dutch  Auction would equal  1,485,000.  The Dutch
Auction was concluded on October 7, 1998, with the purchase of 1,353,862  shares
at a price of $19.09 per share.

At each of the  January  22,  1999 and the  August 20,  1999 Board of  Directors
meetings,  the  Board  approved  an  additional  440,000  shares  for the  stock
repurchase  program.  Utilizing  these  Board  authorizations,  the  Company has
purchased   635,150  shares  through  the  first  quarter  of  fiscal  2001  for
approximately  $9.3 million with the price per share ranging from  approximately
$12 to $17. Since the beginning of the stock repurchase  program in fiscal 1999,
the Company has purchased 1,989,012 shares for approximately $35.7 million.

The  long-term  debt balance  increased to  $20,570,000  at September  30, 2000,
compared to $20,050,000 at July 1, 2000 and  $21,050,000 at October 2, 1999. The
increase from July 1, 2000 reflects funds utilized for capital expenditures. The
decrease from the October 2, 1999,  balance  reflects funds utilized for capital
expenditures  and stock  repurchases,  offset by net  income  earned  during the
period.

Anticipated  cash flows from operations and available  balances on the revolving
credit  line are  expected  to be  adequate  to fund  working  capital,  capital
expenditures and dividend payments.

Year 2000

As of the date of this  report,  the Company has not  experienced  any Year 2000
issues arising from its systems or those of its material  vendors and suppliers.
To the extent that there may be any ongoing Year 2000 issues that might arise at
a later date, the Company has contingency plans in place to address such issues.

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<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK


The Company is exposed to market  risks,  which  include  changes in the foreign
currency  exchange rate as measured  against the U.S. dollar and changes in U.S.
interest  rates.  The Company  holds a derivative  instrument  in the form of an
interest rate swap,  which is viewed as a risk  management  tool and is not used
for trading or speculative purposes.  The intent of the interest rate swap is to
effectively fix the interest rate on part of the borrowings  under the Company's
variable rate revolving credit agreement.

Quantitative disclosures relating to financial instruments and debt are included
in the tables below.

The  following  table  provides  information  on the  Company's  fixed  maturity
investments  as of September  30, 2000 that are sensitive to changes in interest
rates.  The table also  presents the  corresponding  interest  rate swap on this
debt.  Since the interest rate swap  effectively  fixes the interest rate on the
notional amount of debt, changes in interest rates have no current effect on the
interest  expense  recorded by the Company on the portion of the debt covered by
the interest rate swap.
<TABLE>
Liability                                         Amount                     Maturity Date
---------                                         ------                     -------------
<S>                                               <C>                        <C>
Variable rate revolving credit
  agreement                                       $45 million                November 1, 2004
First $20,000,000 at an interest rate
  of 6.68% plus weighted average
  credit spread of .5%
Amounts in excess of $20,000,000 have
  an interest rate of approximately 7.2%

Interest Rate Swap
Notional amount                                   $20 million                June 1, 2006
  Pay fixed/Receive variable - 6.68%
  Pay fixed interest rate - 6.25%
</TABLE>
The  Company  has  a  sales  office  located  in  Canada.  Sales  are  typically
denominated  in  Canadian  dollars,  thereby  creating  exposures  to changes in
exchange rates. The changes in the Canadian/U.S. exchange rate may positively or
negatively affect the Company's sales, gross margins and retained earnings.  The
Company  attempts  to  minimize   currency   exposure  through  working  capital
management.  The Company  does not hedge its exposure to  translation  gains and
losses relating to foreign currency net asset exposures.

                                       11
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                           PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  See Exhibit Index

         (b)      Reports on Form 8-K
                  There were no reports on Form 8-K filed for the three months
                  ended September 30, 2000.







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<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.



                                        Knape & Vogt Manufacturing Company
                                                  (Registrant)




Date:   November 3, 2000                           /s/ William R. Dutmers
                                                   William R. Dutmers
                                                   Chairman, President and
                                                   Chief Executive Officer

Date:   November 3, 2000                           /s/ Leslie J. Cummings
                                                   Leslie J. Cummings
                                                   Vice President of Finance and
                                                   Treasurer



                                       13
<PAGE>
                                  EXHIBIT INDEX

(27)     Financial Data Schedule






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