ITEM 1. BUSINESS
General
International Knife & Saw, Inc. ("IKS" or the "Company") is a wholly-owned subsidiary of IKS Corporation, a Delaware corporation. The Company is a global leader in the manufacturing, servicing and marketing of industrial and commercial machine knives and saws, operating in an estimated worldwide market of at least $1.0 billion. The Company's products, which are consumed in the normal course of machine operation and need resharpening or replacement many times a year, are mounted in industrial machines and are used in virtually every facet of cutting, slitting, chipping and forming of materials. The Company serves the following major market sectors: (i) Wood (44% of 1999 net sales); (ii) Paper & Packaging (41%); (iii) Metal (11%); and (iv) Plastic & Recycling (4%). The Company believes that it has a leading worldwide market share in each of these market sectors and that there is no other company that serves all four such sectors.
IKS traces its origins to 1814, when Klingelnberg Soehne was founded in Germany as a textile and hardware trading house. Klingelnberg Soehne began manufacturing industrial knives and saws in the early 1900s and by 1940 was serving a variety of product segments. Klingelnberg Soehne expanded its sales into the North American market during the 1960s and subsequently established manufacturing and resharpening operations which were complemented by several strategic acquisitions. The Company was incorporated in 1973, and by 1991 it had acquired the European and North American operations of Klingelnberg Soehne. Since 1991, the Company has expanded its resharpening operations by adding an additional 21 service centers, commenced operations in Asia, Australia and Latin America and expanded its manufacturing operations by acquiring three manufacturing operations.
The Recapitalization
The Company issued $90 million in aggregate principal amount of 11 3/8% Senior Subordinated Notes due 2006 (the "Notes") on November 6, 1996 under an Indenture, dated as of November 6, 1996 (the "Indenture"), by and between the Company and United States Trust Company of New York, as trustee. The Notes were issued concurrently with the consummation of a recapitalization (the "Recapitalization") of IKS Corporation. Prior to the Recapitalization, all of the issued and outstanding capital stock of IKS Corporation was held by members of the Klingelnberg family and the Company's issued and outstanding capital stock was held approximately 97% by IKS Corporation and approximately 3% by certain executive officers of the Company (the "Existing Management Investors").
The Recapitalization involved the following transactions: (i) the Existing Management Investors exchanged their holdings of capital stock issued by the Company for capital stock of IKS Corporation, and the Company became a wholly owned subsidiary of IKS Corporation; (ii) IKS Corporation amended its charter to change its corporate name from "The Klingelnberg Corporation" to "IKS Corporation" and to authorize three classes of capital stock, consisting of preferred stock (the "Corp. Preferred Stock"), voting common stock (the "Corp. Class A Stock") and non-voting common stock (the "Corp. Class B Stock" and, together with the Corp. Class A Stock, the "Corp.
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Common Stock"); (iii) the issued and outstanding capital stock of IKS Corporation was exchanged for a recapitalization distribution (the "Recapitalization Distribution") which consisted of (a) approximately $86.6 million in cash and (b) Junior Subordinated Debentures of IKS Corporation (the "Corp. Debentures"), Corp. Preferred Stock and Corp. Class A Stock with an aggregate value of approximately $9.4 million issued to Arndt Klingelnberg, Diether Klingelnberg and certain Existing Management Investors; (iv) certain Existing Management Investors, together with certain other key employees of the Company who were not Existing Management Investors (the "New Management Investors" and, together with the Existing Management Investors, the "Management Investors"), purchased Corp. Debentures, Corp. Preferred Stock and Corp. Class A Stock from IKS Corporation for approximately $1.3 million in cash; and (v) Citicorp Venture Capital Ltd. ("CVC") purchased Corp. Debentures, Corp. Preferred Stock and Corp. Common Stock from IKS Corporation for $14.3 million in cash.
The gross proceeds to the Company from the sale of the Notes, together with the aggregate investment of $15.6 million made in IKS Corporation by the Management Investors and CVC in connection with the Recapitalization, were used to (i) finance the cash portion of the Recapitalization Distribution (approximately $86.6 million), (ii) repay approximately $11.4 million of outstanding indebtedness referred to below and (iii) pay approximately $4.5 million of fees and expenses related to the transactions.
In accordance with certain provisions contained in the documentation governing the Recapitalization, the amount of the Recapitalization Distribution was adjusted upwards by approximately $2.8 million in March, 1997, and such amount was paid in cash by the Company to the recipients of the Recapitalization Distribution.
Business Strategy
The Company believes that it can enhance its leading market position through the continued implementation of its business strategy. Key elements of this strategy include (i) maximizing stable, high margin end-user sales; (ii) increasing its global manufacturing, sourcing and marketing capabilities through strategic alliances; (iii) expanding its own or independently owned network of resharpening service center operations, which increases direct access to end-users and enables the Company to capture both resharpening and additional replacement business; (iv) expanding and improving its product offering; (v) maintaining its focus on cost improvement opportunities; and (vi) continuing to evaluate acquisitions in the highly fragmented knife and saw industry. The Company is presently evaluating potential acquisition opportunities and as part of its strategy will continue to do so in the future. There can be no assurance that the Company will consummate any such acquisitions or, if consummated, the timing thereof.
Products and Markets
The Company manufactures and sells its products in four major market sectors including (i) Wood (44% of 1999 net sales); (ii) Paper & Packaging (41%); (iii) Metal (11%); and (iv) Plastic & Recycling (4%). IKS offers an extensive variety of knives and saws which are mounted in industrial machines and are sold across a wide customer base and over numerous industries throughout the world. The Company's knives and saws are consumed in the normal course of machine operation and need resharpening or replacement many times per year.
Wood
IKS believes it is the largest manufacturer of industrial wood knives and saws with 1999 net sales of approximately $67 million. Industrial wood knives and saws are utilized in applications by companies such as Weyerhauser Co. and Louisiana Pacific Corp. for sawing logs into specific dimensional sized lumber for use in the housing industry; by companies such as Georgia Pacific Corp., Willamette Industries and Boise Cascade Corp. for peeling large diameter logs into veneer for use in the production of plywood, paneling and furniture; and by companies such as Fletcher Challenge and International Paper Co., Inc. for the production of wood chips used in their pulp mills to produce fine paper, newsprint and craft paper. In addition, the Company's knives are used to cut wood into chips, used for fuel by wood and coal burning power plants as well as generating power and steam for large paper and pulp mills worldwide.
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Industrial wood cutting knives and saws are consumed in the normal course of operation and, due to their rough service applications, generally need resharpening as often as every six to eight hours and up to 40 to 50 times over the life of the product. Wood circular and band saws are generally resharpened and retensioned daily and replaced often.
As wood becomes more expensive, the industry is increasingly cognizant of the need for more effective tree utilization and reducing material lost to inefficient sawing. As a result, the industry is trending toward engineered and composite materials made from specially sized wood chips leading to increased sales of waferizer and flaker knives, and wear parts. In the past, plywood was typically used in favor of engineered and composite materials. However, plywood requires the use of large diameter logs as raw material, leaving considerable waste on the forest floor, whereas wafer board and oriented strand board use tighter tolerance waferizer and flaker knives to reduce smaller, less expensive raw material logs into specifically sized and shaped wood chips. The chips are then assembled with synthetic binders into boards, sheets and specialty profiles, having properties superior to plywood or solid wood predecessors. The Company believes that it is the leading North American manufacturer of these specialty knives and has the ability to grow with this rapidly increasing market.
The Company is a leader in the manufacture of carbide edger saws and also one of the largest providers of stock saws for the secondary industry in North America as a result of its purchase of the assets of the Systi-Matic Company ("Systi-Matic") in April, 1997. Located near Seattle, WA, Systi-Matic represents one of the most modern precision wood saw manufacturing facilities in the U.S. Using automated equipment in combination with skilled craftsmen, Systi-Matic produces extremely accurate saws used for primary wood, to mitre cut wood moldings for cabinet making and furniture production. State-of-the-art laser cutting equipment provides Systi-Matic with both extreme precision in the manufacturing process and reduced costs due to automated production.
The Company is also a leader in the manufacture of long wood-peeling and slicing veneer knives. Veneer knives are among the more difficult industrial knives to manufacture due to their length (up to six meters) and quality requirements. IKS is one of only a limited number of manufacturers that can produce such a knife. As the market demands higher quality veneer knives, the Company believes that its expertise in the design and manufacture of such knives gives it a competitive advantage.
The Company increased its presence in the wood saw machinery market with its acquisition of the assets of Cascade/Southern Saw Corp. ("Cascade") in June, 1997. Located near Portland, OR and in Hot Springs, AR, Cascade provides technical assistance to the primary wood industry particularly in the area of thin kerf sawing for yield and productivity improvements. The highly trained, experienced, technical sales staff provides primary wood end users with a valuable resource to improve their mills' performance, thereby creating mutually beneficial long-term exclusive supplier relationships for saws, saw maintenance equipment, and supplies.
The market for wood cutting knives and saws is growing in Latin America and other developing regions as many of the nations in these regions begin to export products further along the production cycle. As the Company expands in these regions, it believes that it will benefit from the increased exportation of finished products. The Company is also using its service center operations to increase its sales, as more wood cutting operations are outsourcing their knife and saw servicing needs.
Paper & Packaging
The Company believes it is the largest manufacturer and supplier of industrial paper & packaging knives with 1999 net sales of approximately $62 million. Among the Company's four major markets, the paper & packaging knife market is the largest and most diverse, with the widest variety of cutting methods. These knives are used in applications by companies such as Kimberly-Clark Corp., Fort James and Proctor & Gamble Co. for cutting and perforating tissue paper and paper towels and the production of disposable diapers; by companies such as Frito-Lay, Inc. and M&M Mars, Inc. which utilize Zig Zag knives to cut the top and bottom of snack food, salt and pepper and candy packages sold by convenience stores and fast food chains; and by companies such as Quebecor World, Champion International Corp. and RR Donnelly & Sons Co., Inc. for cutting and trimming paper in the production of copy paper, books and business forms. As a result of their many uses, paper & packaging knives represent the largest
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category of the Company's approximately 10,000 products with more than 2,500 paper & packaging knife products relating to every aspect of paper & packaging manufacturing and converting.
Paper converting knives are made from a wide range of steel grades, from inlaid carbon steels to carbide. Recent trends in the paper industry, including an increase in the use of recycled fiber and a change in paper chemistry to more abrasive alkaline additives, have required upgrades by paper producers to higher quality, more expensive knife materials and designs which are better suited for more sophisticated and diverse cutting applications. As a result, the market for industrial paper converting knives is experiencing price and margin expansion as higher-end knives are increasing in demand. The Company has developed an expertise in the manufacture of these more sophisticated cutting tools which allow the paper converter to run longer and produce better quality cuts. The Company believes that few of its competitors have the expertise to manufacture machine knives out of the more expensive materials, which gives IKS a competitive edge and positions it to offer the most complete package of new knife products and services in the world paper market.
The Company expanded its presence in the printing market with its acquisition of the assets of the Rolf Meyer Company ("Rolf Meyer") in April, 1997. Located in northern Germany, Rolf Meyer, over the past 30 years, has developed a reputation of being a leading producer of high precision printing press knives and spare parts. By acquiring Rolf Meyer's technical expertise and proprietary machining methods, IKS has also been able to expand its precision toothed knife manufacturing capabilities into the packaging and food industry, growing markets for the IKS group.
Industrial paper knives are generally consumed rapidly in the normal course of operation and can need resharpening as often as once per week and 50 times over the life of the product. The Company has a strong presence in the knife servicing market in North America, capitalizing on the preference of users of paper knives to outsource their knife servicing needs rather than resharpen their knives themselves. Customers often find that the performance of these tools can be better maintained if the sharpening is outsourced to professional service shops having more specialized equipment and technically trained personnel. The Company believes that it has the largest network of Company-owned, strategically located service shops equipped with the IKS Hyperhone(TM) system, which system maintains new knife performance throughout the life of a tool and is not available at most other independent or in-house grinding shops. Through Company owned service facilities in strategic locations, IKS can offer customers a local supply of consumable cutting tools as well as factory trained service facilities to sharpen and maintain cutting tools for peak performance and productivity. In addition to Company owned service centers, the Company works very closely with independently owned dealers and regrind shops. The Company is continuously expanding its paper knife servicing business by educating paper mills on the benefits of outsourcing their knife resharpening needs to the Company's service centers.
The Company believes that the market for paper & packaging knives is strong worldwide and is growing in Europe, Latin America and Asia. The Company should benefit in Asia and Latin America as consumer markets in those regions emerge and the use of packaged consumer products rapidly increases. The Company has expanded its penetration of the European market to include packaging and food knives previously not marketed in Europe through the IKS organization, primarily due to the increased capacities in precision serrated edge tool products the Company obtained when it acquired Rolf Meyer. The Company believes that, through its continued emphasis on providing specialized technical assistance, it will continue to grow in these markets.
Metal
The Company believes it is the second largest manufacturer of metal knives with 1999 net sales of approximately $16 million. The Company's metal knives are used by steel processing facilities such as Heyco Corp., Edgecomb Metals Co. and Allegheny Ludlum Corp. and metal products manufacturers such as Deere & Co. Inc., Caterpillar, Inc. and Steelcase Corp.; in the cutting, shearing and chopping of steel being produced in steel mills used by companies such as Bethlehem Steel Corp., Rouge Steel Co. and USX Corp.; and in cutting metal sheets and slitting strips from rolls of sheet steel processed by companies such as California Steel Corp. and Joseph T. Ryerson & Son, Inc.
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Steel circular slitter knives are highly accurate, requiring thickness tolerances of up to 40 millionths of an inch for a high degree of precision and customization. There is a trend toward increased tensile strengths of metals and maximizing the efficiency of metal slitting machines. This trend requires tool technology that extends the normal resharpening cycle. The Company is a leader in this field, utilizing fine-grained raw materials, triple-tempered vacuum heat treatment procedures, and finely lapped surfaces which enable this degree of precision. In setting up their steel slitting lines, the Company's customers order knives specifically designed for the particular demands and characteristics of each production line. IKS offers expert technical and computer software assistance to companies setting up such a line. The Company has developed a proprietary software package, Slitting Assembly Very Easy ("SAVE"), which assists customers in choosing and setting up metal slitting knives. The IKS (SAVE) technology makes use of custom computer software to guide the personnel setting up the arbor in the selection of the individual slitter knife and spacer combination to an exact thickness, assuring that, as the arbor is loaded, the accumulated error is maintained near zero. The accuracy of this knife clearance directly affects the cut edge quality of the steel strip. By offering this technology, as well as personal technical assistance, the Company is an integral part of the steel slitting knife purchasing process, which the Company believes increases the likelihood that a customer will choose an IKS product.
Another method the Company utilizes to maintain its position with its customers of steel slitting knives is its focus on metal knife resharpening centers. Metal knives are consumable and generally need resharpening as often as once per week and as often as 100 times over the life of a product. Although most users of metal knives have expertise in metalworking processes, there is a trend in the United States to outsource their resharpening requirements due to the increasing sophistication and tolerance required of metal knives. IKS is capitalizing on this opportunity. The market for industrial metal knives is dependent upon the steel usage by numerous industries including the automotive industry and metal and consumer product manufacturers, such as aluminum can and appliance manufacturers.
Plastic & Recycling
The Company believes it is one of the largest manufacturer of industrial plastic & recycling knives with 1999 net sales of approximately $6 million. Industrial plastic granulator knives are used for the manufacture of plastic, typically by companies such as Mobil Chemical Corp. and I.C.I. Americas, Inc. where pelletizing knives are used to cut plastic into small, precise pieces for processing; by companies such as E.I. DuPont de Nemours & Co. for cutting artificial fibers; by companies such as Wellman Inc. for recycling plastic containers; and by companies such as Waste Recovery Corp. for the environmental recycling of styrofoam, rubber and glass. The Company manufactures knives for all of these uses, as well as related knives used to cut computer tape, foil and film by companies such as Alcoa Aluminum Co. of America, Inc. and Eastman Kodak Co. and household products produced by Hasbro Corp. and Rubbermaid Inc.
IKS is one of North America's largest manufacturer of plastic granulator knives and is also one of the largest manufacturers of such knives in Europe. The market for industrial plastic granulator knives is currently strong in Europe as a result of government mandated recycling programs and is also growing in North America due to the increased focus on the environment and recycling. There is a growing emphasis on recycling with respect to reclaiming the reusable value of material in plastic, rubber, glass and metal products, as well as with respect to easing the disposal of urban waste, medical waste, aluminum cans and soda bottles in accordance with environmental regulations.
The Company is also a leader in the development and production of knives used in the size reduction and recycling of automobile tires and glass. The Company believes the use of tire granulating knives will continue to increase as new uses are developed for the reprocessed material. The Company believes that the recycling of copper and aluminum cable and wires will also increase as fiber optic and satellite communication technologies become more widespread. The Company manufactures the knives which are used in the granulator systems used in recycling these materials and is thus well positioned to benefit as demand for these products increases.
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Industrial plastic granulator knives are consumed in the normal course of machine operation and need resharpening as often as once per month and as many a 15 times over the life of a product. Most users of industrial plastic granulator knives do not service their own knives and the servicing of such knives is also an important area for the potential expansion of the Company's customer base.
Marketing and Distribution
The Company is the only industrial knife and saw manufacturer with operations in North America, Europe, Asia, Australia and Latin America and products sold in more than 75 countries. Historically, the Company's sales have been principally in North America and Europe. However the Company has recently expanded operations into the emerging markets of Asia and Latin America, and plans to continue its international growth, entering new geographic markets while broadening existing ones.
The Company has one of the largest direct salesforces focused on industrial knives and saws. Complementing the Company's knowledgeable worldwide salesforce, the Company has a significant staff of product managers who are experts in their respective fields and are responsible for product coordination among the Company's salespeople, customers and manufacturing operations. The Company concentrates its sales efforts on end-users, which represent 92% of 1999 net sales, through its direct sales force, distributors, agents and Company-owned and independent resharpening service centers. The remaining 8% of the Company's net sales are to original equipment manufacturers ("OEMs") of cutting machines through its direct sales force.
In order to better serve its customers, the Company strategically places its inventory around the world to best suit geographical and customer needs. This results in the Company being able to ship most products to the end-users more rapidly than many of its competitors.
End-users -- Direct Salesforce and Company-Owned Service Centers. Approximately 65% of the Company's 1999 net sales were direct to end-users through the Company's salesforce and Company-owned service centers, representing approximately 7,500 customer accounts. The Company believes that it has been successful in selling to end-users because of its large and knowledgeable salesforce, broad product offering, customer service, the strategic placement of its inventory and its relationships with OEMs. The Company's salesforce develops close working relationships with end-users, continually providing customers with direct technical support, offering advice about the types of knives, materials and specifications which would be appropriate for their specific machines.
The Company is afforded additional direct access to end-users by providing resharpening services to end-users of both its own and its competitors' products through its 21 service centers, fourteen in the United States, three in Canada, one in the Netherlands, one in France, one in Mexico, and one in Chile. In addition to company-owned service centers, the Company works very closely in conjunction with a network of independently owned dealers and regrind shops. This enables the Company to create even closer customer relationships which better position it to be the first choice of the end-user when a replacement is needed. Since industrial knives and saws are consumable, and generally need resharpening at least once per week and as often as 50 times over the life of a product, resharpening revenues can be significantly in excess of the cost of the product.
The resharpening service centers also act as distributors as they sell replacement knives and saws. By owning and operating these service centers, the Company can replace competitors' products with IKS products, including IKS products that the service center may not have previously sold. The Company believes that the number of service center users will continue to increase as a result of a slow but emerging trend toward outsourcing resharpening operations. This outsourcing trend results from end-users implementing overhead reductions and requiring expertise in resharpening blades that are increasingly more sophisticated in materials and design.
End-users -- Distributors and Independent Service Centers. The Company sells approximately 27% of its net sales to end-users through distributors and independent resharpening service centers. The Company's long term relationships with these distributors, agents and independent resharpening service centers complements its salesforce by providing the opportunity to access additional niche markets. The Company will continue to utilize its distribution network to expand its sales reach and carry the IKS products in their inventory, ready to be sold to end-users.
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OEMs. Approximately 8% of IKS' 1999 net sales were directly to a variety of OEM manufacturers. The Company believes it is the leading supplier to the OEM market, placing the original knife or saw in the OEM machine, and has a close relationship with many of the major cutting machine manufacturers worldwide. The Company has developed and maintains these close relationships by providing advice to OEM manufacturers about the types of knives, materials and specifications which would be appropriate for their particular machines. In supplying over 350 OEMs, the Company's market managers have an enhanced ability to identify the needs of its customers and to coordinate the Company's technical capabilities with those needs. As a result, the Company believes that it has greater opportunities to place its products into OEM machines and by doing so provides itself with a competitive advantage in capturing the resultant end-user replacement sales.
Strategic Alliances
The Company's strategic alliances include over 50 business relationships with suppliers of finished industrial knives and saws throughout the world, five joint ventures and several strategic relationships with independent resharpening centers. These alliances enable the Company to expand its international presence, increase its product offerings and align itself with local entrepreneurs in international markets where local market expertise is needed while broadening its customer base with limited additional investment.
Finished Goods Suppliers. The Company's relationships with suppliers of finished goods are typically with small manufacturers throughout the world. The Company's relationships with finished goods suppliers allow it the flexibility to manufacture or source a product based upon cost and delivery time, the quality of product needed, the region to be supplied and the material to be used. The more significant of these relationships provide the Company with the exclusive or semi-exclusive rights to market certain of its partners' products within the Company's markets and allow the Company to purchase finished goods for a relatively low cost and then resell these products at attractive margins often using the Company's trademarks and tradenames. The Company generally has at least two suppliers for most of the products it sources. In addition, the loss of any particular supplier would not have a material effect upon the Company, since the Company is able to manufacture substantially all of the products it sources.
Joint Ventures. The Company also maintains its international presence through joint ventures in Asia, Australia, and Latin America. These include two joint ventures in China which commenced operations in January. The Company increased its interest from 51% to 80% in 1999 in both China joint ventures. These joint ventures sell products domestically within China and IKS exclusively exports these products to the rest of the world, providing the Company with a relatively low cost source of supply for resale to its customers. These joint ventures provide a distribution network for the Company to import its products from North America and Europe into the rapidly developing market in China as the economy expands and demands a greater variety of cutting tool products. The Company's other joint venture interests are a 42.5% interest in a distributor and service center in Chile which had net sales of approximately $1.0 million in 1999, a 30% interest in a distributor in the Philippines which had net sales of approximately $.9 million in 1999, and a 45% interest in a distributor in Australia which had net sales of approximately $.8 million in 1999.
Raw Materials
The Company has numerous suppliers of raw materials, including over 20 raw material suppliers of steel. IKS's steel purchase volume is typically large enough to allow the Company to purchase steel directly from steel mills, which results in reduced raw material costs. The Company believes that its relationships with all of its steel vendors are good. The Company is not dependent on any one of its suppliers for all of its raw materials.
In 1995, the Company experienced an unexpected increase in the price of tool steel because of an unusual general market price increase which affected the knife industry worldwide. This price escalation was attributable to a major reduction in specialty tool steel production resulting from the closing of a major German steel mill and the consolidation of steel producers in Latin America and Europe coupled with a strong demand for raw materials in North America and Europe. Due to the unexpected nature of the price increase, the Company was not able to pass along this increase to its customers on a timely basis. The Company has taken measures to prevent such a
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reoccurrence by negotiating a 90-day fixed price term into most of its sales contracts as opposed to the previous one year term, increasing prices on a more regular basis and expanding the number of its steel suppliers.
Backlog Orders
As of February 29, 2000, the dollar amount of backlog orders, which includes BMMS (see Note 13 on page II-29), believed by the Company to be firm totaled approximately $35 million. It is expected that a significant portion of all such orders will be filled during 2000. As of February 28, 1999 the dollar amount of backlog orders totaled approximately $37 million.
Competition
The industrial knife and saw market is highly fragmented with numerous participants. The Company competes principally on the basis of price, service, delivery, quality and technical expertise. The Company's competitors vary in each of the market sectors that the Company serves. No single company which competes with the Company in all four of the market sectors that the Company serves and no single company is dominant in any of such market sectors. The Company believes that the reputation it has established over its long history for quality products, sales and service network and its in-depth product knowledge provide it with a competitive advantage in all the market sectors it serves.
Trademarks and Tradenames
The Company markets its products under certain trademarks, including "IKS(TM)," "IKS Klingelnberg," "Cascade Southern", "Chromavan," "Chromalit," "Compaflex," "Compalloy," "Durakut," "Durapid," "Duritan," "Dynabloc(TM)," "Dynapren," "Dynatherm," "KeyMatic," "Hyperhone(TM)," "Klirit," "KSFmicroplan," "Novacrom(TM)," "Novador," "QCP," "Quality Cut Knife Maintenance Program and Design," "Rolf Meyer", "SAVE," "Sawyer's Choice," "Stop," "Surekut(TM)," "Systi-Matic", "Tecalloy(TM)," "Tecnolite(TM)," "Tungsten Carbide Quattro," "Diamond Cut," "New Wave," "Dialux," "Ultrid," and "Workalit." In addition, the Company uses the following tradenames: American Custom Metals; Ban-Carb; Buland; Canadian Knife & Saw; Diacarb; AK Vander Wijngaart Beheer; Diacarb Stansvormen; Mayemyton Trading; Durakut; Econokut; Hannaco; Hyperhone; IKS de Mexico; IKS Shanghai; Kodiak; SPS; Tuff-Tip; and Ultrakut.
Employees
At December 31, 1999, the Company had 1,453 full-time employees. Of such employees, 780 were located in North America, 341 were located in Europe and 332 were located in Asia. The Company considers its relations with its employees to be good.
The Company's employees are primarily non-union. The Company's Bergisch Born, Germany facility, its China facilities (operated in connection with its joint venture arrangements) and its Systi-Matic facility in Kirkland, Washington are the only facilities which employ union workers. The Company estimates that 45 of its German employees and 72 of its U.S employees are union members. The majority of the 315 employees at the facilities of the two China joint ventures are part of a governmental bargaining unit. The Company considers its relations with the unions to be good.
Environmental and Regulatory Matters
As with most industrial companies, the Company's facilities and operations are required to comply with and are subject to a wide variety of federal, state, local and foreign environmental and worker health and safety laws, regulations and ordinances, including those related to air emissions, wastewater discharges and chemical and hazardous waste management and disposal ("Environmental Laws"). Certain of these Environmental Laws hold owners or operators of land or businesses liable for their own and for previous owners' or operators' releases of hazardous or toxic substances, materials or wastes, pollutants or contaminants, including petroleum and petroleum products. Compliance with Environmental Laws also may require the acquisition of permits or other authorizations
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for certain activities and compliance with various standards or procedural requirements. The nature of the Company's operations, the long history of industrial uses at some of its current or former facilities, and the operations of predecessor owners or operators of certain of the businesses expose the Company to risk of liabilities or claims with respect to environmental and worker health and safety matters. There can be no assurance that material costs or liabilities will not be incurred in connection with such liabilities or claims.
In connection with the Recapitalization, the Company obtained an indemnity for fines and penalties for violations of Environmental Laws and for losses suffered by the Company with respect to certain environmental conditions occurring prior to the Recapitalization. The environmental indemnities are subject to certain time limitations depending on the nature of the environmental claim, a $15.0 million cap and, except for fines and penalties for violations of Environmental Laws, a $2.5 million deductible. Based on the Company's experience to date and the indemnities obtained in connection with the Recapitalization, the Company believes that the future cost of compliance with existing Environmental Laws (or liability for known environmental liabilities or claims) should not have a material adverse effect on the Company's business, financial condition or results of operations. However, future events, such as changes in existing laws and regulations or their interpretation, may give rise to additional compliance costs or liabilities that could have a material adverse effect on the Company's business, financial condition or results of operations. Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of regulatory agencies or stricter or different interpretations of existing laws, may require additional expenditures by the Company that may be material.
ITEM 2.
ITEM 2. PROPERTIES
The Company is headquartered in Erlanger, Kentucky, located a few miles south of Cincinnati, Ohio. The Company currently owns or leases 30 facilities in North America, Europe, Asia, and Australia that are used for manufacturing, distribution, sales, warehousing and service center activity.
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The following table sets forth the location, square footage and principal functions of each of the Company's facilities.
The Company believes that its facilities are suitable for its operations and provide sufficient capacity to meet the Company's requirements for the foreseeable future.
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The Company places a strong emphasis on producing high quality products. The Company's European facility located in Bergisch Born, Germany has been awarded ISO 9001 certification, while its Erlanger, Kentucky facility has been awarded ISO 9002 certification indicating that these facilities have achieved and sustained a high degree of quality and consistency with respect to their production systems. The Company believes that ISO certification is an increasingly important selling feature both domestically and internationally, as it provides evidence to purchasers that the Company's systems have achieved specified standards and are being sustained.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is from time to time involved in legal proceedings arising in the ordinary 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 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
This item is not applicable to the registrant for this filing on Form 10-K.
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PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
The Company is a wholly owned subsidiary of IKS Corporation. The Company's common equity is not publicly traded and, accordingly, an established market does not exist for such common equity.
IKS Corporation has two classes of common equity outstanding as well as two classes of preferred stock. As of March 1, 2000, there were 36 holders of IKS Corporation' outstanding common equity. In August and September 1997, IKS Corporation issued 11,319 shares of Class A Stock, 96 shares of Series A 12% Cumulative Compounding Preferred Stock and 96 shares of Series B 12% Cumulative Compounding Preferred Stock to Participants for total consideration of $305,190. During 1998, IKS Corporation issued 200 shares of Class A Stock, 24 shares of Series A 12% Cumulative Compounding Preferred Stock and 24 shares of Series B 12% Cumulative Compounding Preferred Stock to Participants for total consideration of $50,000. During 1999, IKS Corporation issued 312 shares of Class A stock, 2.4 shares of Series A 12% Cumulative Compounding Preferred Stock and 2.4 shares of Series B 12% Cumulative Compounding Preferred Stock to Participants for total consideration of $7,920. The above securities were purchased under certain employee stock purchase plans in reliance upon the exemptions available under Section 4 (2) of the Securities Act of 1993, as amended, and Regulation D thereunder. See "Item 12. Security Ownership of Certain Beneficial Owners and Management."
On November 6, 1996, IKS Corporation completed the Recapitalization. See "Item 1. Business - The Recapitalization." As part of the Recapitalization, the Company paid a special cash dividend of approximately $63.5 million to IKS Corporation to finance, in part, the cash portion of the Recapitalization Distribution. See "Item 1. Business - The Recapitalization."
The Company did not pay any dividends in 1999 because the Indenture prohibits the Company from declaring or paying any dividend or making any distribution on account of the Company's equity interests unless certain conditions, as outlined in the Indenture, exist at the time of such payment. The Company is not prohibited from declaring or paying dividends in the form of capital stock of the Company.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following table contains selected historical financial data of the Company as of and for each of the five years in the period ended December 31, 1999. The information contained in this table should be read in conjunction with "Item 7.
ITEM 7. 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.
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 accounted for 66% of its 1999 net sales. The Company's other international operations account for the remainder and are located primarily in Europe, 30% of 1999 sales, and to a lesser extent in Asia.
Historically, the Company had focused its sales efforts in North America and Europe, only recently establishing itself in other areas of the world and has increased sales in these other markets from 1% in 1995 to 4% of 1999 net sales. During 1994, 1995, 1996 and 1997, the Company entered into joint ventures to establish itself in these emerging markets.
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 Canada and European countries, are subject to exchange rate volatility. In addition, the Company consolidates German, 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 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 1999 to 1998, the weaker German Mark, Dutch Guilder, and French Franc had the translation effect of decreasing 1999 sales by $1.6, $.5 and $.5 million, respectively with immaterial impact on 1999 operating income. To mitigate the short-term effect of changes in currency exchange rates on the Company's foreign currency based purchases and its functional currency based sales, the Company occasionally enters into foreign exchange and U.S. dollar forward contracts to hedge a portion of its budgeted (future) net foreign exchange and U.S. dollar transactions over periods ranging from one to twelve months.
At December 31, 1999 the result of a hypothetical 10% adverse change in foreign currency rates would not significantly impact the Company's future results of operations, cash flows or financial position. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar. In addition to the direct effects of the changes in exchange rates, changes in exchange rates also affect the volume of sales and the foreign currency sales price as competitors' products become more or less attractive. The Company's sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in the potential change in sales levels or local currency prices.
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Results of Operations
The following table sets forth the items in the Company's consolidated statements of income as percentages of its net sales for the periods indicated:
Year Ended December 31, 1999 1998 1997 ---------- --------- ----------
Net sales.............................. 100.0% 100.0% 100.0% Cost of sales.......................... (70.4)% (70.0)% (69.7)% ---------- ---------- ---------- Gross margin........................... 29.6% 30.0% 30.3% Selling, general and administrative expenses.......................... (22.8)% (20.2)% (19.5)% ---------- ---------- ---------- Operating income....................... 6.8% 9.8% 10.8% Interest expense, net.................. 8.2% 8.0% 8.2% Minority interest...................... 0.2% 0.0% 0.1% --------- --------- --------- Income (loss) before income taxes.................................. (1.6)% 1.8% 2.5% Provision for income taxes............. (0.6)% (0.8)% (1.1)% ---------- ---------- ---------- Net (loss) income............ (2.2)% 1.0% 1.4% ========== ========= =========
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.
Year Ended December 31, 1999 Compared To Year Ended December 31, 1998
Net Sales: Net sales increased .6% to $151.1 million in 1999 from $150.1 million in 1998. The Company experienced sales declines in its North American operations (6.5% to $99.2 million) compared to $106.1 million in 1998, primarily attributable to organizational issues and to a lesser extent due to pricing pressures from Asian, South American and domestic competitors that led to a loss of business in the major market sectors the Company serves. The Company has addressed these organizational issues through several senior management changes, including the hiring of a new CEO in May 1999. The Company experienced sales improvements (18.0% to $51.9 million) in its other operations compared to $44.0 million in 1998, primarily attributable to the Buland and Diacarb acquisitions in the fourth quarter of 1998.
Gross Profit: Gross profit decreased slightly to $44.7 million in 1999 from $45.1 million in 1998. Gross margin also decreased slightly to 29.6% for 1999 compared to 30.0% for 1998. The Company experienced a significant decrease in gross profit in its North American operations (16.7% to $27.0 million) for 1999 compared to $32.4 million for 1998, while gross margin also significantly declined to 27.2% from 30.5%. The decrease in gross profit and gross margin is attributable to the factors noted above. The Company experienced significant gross profit improvements (39.4% to $17.7 million) in its other operations for 1999 compared to $12.7 million for 1998, while gross margin also significantly increased to 34.1% from 28.9%. The gross profit and gross margin improvement was primarily due to the fourth quarter 1998 acquisitions of Buland and Diacarb.
Selling, General and Administrative Expenses: Selling, general and administrative expenses ("SG&A") were $34.5 million for 1999 compared to $30.3 million for 1998 and increased to 22.8% of sales from 20.2% of
II-4
sales for the respective periods. The increase in SG&A was primarily due to the Diacarb and Buland acquisitions and to a lesser extent due to reorganization costs in North America.
Interest Expense, net: Net interest expense increased to $12.4 million in 1999 from $12.0 in 1998 due to an increase in borrowings primarily related to the Diacarb and Buland acquisitions in the fourth quarter of 1998 and increased working capital needs due to the drop in sales in North America.
Income Taxes: Due to pre-tax losses in the United States in 1999 for which the Company did not fully realize 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 $2,510. The Company's effective tax rate was 41.9% in 1998. The significant change in income taxes from 1998 is due to the above factors and significant changes in income contributions for the Company's operations in certain tax jurisdictions.
Year Ended December 31, 1998 Compared To Year Ended December 31, 1997
Net Sales: Net sales increased 5.5% to $150.1 million in 1998 from $142.2 million in 1997, primarily attributable to 1998 and 1997 acquisitions, significantly offset by softness in the wood, paper, and metal industries caused by pricing pressures from Asian, South American, Russian and domestic competitors. The Company experienced sales improvements in its North American operations (2.6% to $106.1 million) compared to $103.4 million in 1997, primarily attributable the above mentioned factors and the negative translation effects of a weaker Canadian dollar that had the effect of decreasing sales by $.7 million. The Company experienced sales improvements (13.1% to $44.0 million) in its other operations compared to $38.9 million in 1997, attributable to increased sales from the Buland and Diacarb acquisitions in the fourth quarter of 1998 which accounted for about half of the increase, and the Rolf Meyer acquisition in the second quarter of 1997, partially offset by the factors noted above.
Gross Profit: Gross profit increased to $45.1 million in 1998 up from $43.1 million in 1997, primarily attributable to the 1998 and 1997 acquisitions, significantly offset by the softness in the wood paper and metal industries caused by pricing pressures from Asian, South American, Russian and domestic competitors. Gross margin decreased slightly to 30.0% for 1998 compared to 30.3% for 1997. The Company experienced gross profit improvements in its North American operations (.6% to $32.4 million) for 1998 compared to $32.2 million for 1997, although gross margin declined to 30.5% from 31.2%. The increase in gross profit and slight decline in gross margin is attributable to the factors noted above. The Company also experienced gross profit improvements (16.5% to $12.7 million) in its other operations for 1998 compared to $10.9 million for 1997, and gross margin increased to 28.9% from 28.0%. The gross profit improvement was primarily due to the fourth quarter 1998 acquisitions of Buland and Diacarb and the second quarter 1997 Rolf Meyer acquisition, partially offset by the factors noted above.
Selling, General and Administrative Expenses: Selling, general and administrative expenses were $30.3 million for 1998 compared to $27.7 million for 1997 and increased to 20.2% of sales from 19.5% of sales for the respective periods. The increase in SG&A was primarily due to acquisitions.
Interest Expense, net: Net interest expense increased to $12.0 million in 1998 from $11.7 in 1997 due to an increase in borrowings primarily related to the Diacarb and Buland acquisitions in the fourth quarter of 1998, and the Rolf Meyer acquisition in the second quarter of 1997.
Income Taxes: The Company's effective tax rate remained relatively constant at 41.9% compared to 42.3% in 1997.
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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 $16.8 million under existing credit facilities, will be sufficient to meet its capital requirements. The 11-3/8% Notes impose, and other debt instruments of the Company may impose, various restrictions and covenants on the Company which could potentially limit the Company's ability to respond to market conditions, to provide for unanticipated capital investments or to take advantage of business opportunities. As of December 31, 1999, the Company's total long term debt and shareholder's deficit was $114.9 million and $22.9 million, respectively.
Net cash flow from operations aggregated $6.9 million for 1999 as compared to $10.7 million for 1998. The decrease was primarily attributable to a $5.0 million decrease in net income offset by a $.9 million decrease in working capital and additional depreciation and amortization of $.7 compared to 1998. Net cash flow from operations aggregated $10.7 million for 1998 as compared to $7.3 in 1997. The increase was primarily attributable to a $2.7 million decrease in working capital compared to 1997.
Cash used in investing activities for 1999 was $5.5 million as compared to $17.7 million for 1998 and $25.2 million of 1997. The decrease in use of cash compared to 1998 was primarily attributable to a $8.9 million decrease in purchases of operations net of cash acquired and $3.3 million less capital expenditures. The decrease in 1998 from 1997 was primarily due to a $7.8 million decrease in purchases of operations net of cash acquired.
Cash used in financing activities for 1999 was $1.3 million as compared to cash provided of $6.7 million for 1998 and $8.7 million in 1997. The 1999 use of cash is primarily due to repayments of $.9 million due to parent and $.5 million net payments of notes payable and long-term debt. The cash provided by financing activities in 1998 primarily represents a net increase of $7.5 million in notes payable and long term debt due primarily to the acquisitions of Buland and Diacarb in the fourth quarter of 1998, offset by a $.8 million decrease in amounts due to parent.
The Company is currently involved in discussions with potential acquisition candidates. If consummated, the consideration for such acquisitions would likely be funded from a combination of the Company's existing cash and cash equivalent balances as well as its borrowing availability under its senior credit facilities. However, any material acquisitions could require the Company to obtain additional sources of financing. There can be no assurance that the Company will consummate any such acquisitions or, if consummated, the timing thereof.
Impact of Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, which is required to be adopted in fiscal years beginning after June 15, 2000. The Statement will require the Company to recognize any derivatives on the balance sheet at fair value. The Company does not anticipate that the adoption of the new Statement will have a significant effect on its earnings or financial position.
Impact of Year 2000
The Company has addressed the Year 2000 issue by both replacing and modifying its existing mission critical information and non-information technology systems. 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. In the
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first quarter of 1999, the Company completed its remediation and testing of systems, and was fully Y2K compliant as of June 1, 1999. As a result of those planning and implementation efforts, as of the filing date of this Form 10-K, the Company has experienced no significant disruptions in mission critical information technology and non-information technology systems and concludes those systems successfully responded to the Year 2000 date change. The Company is not aware of any material problems resulting from Year 2000 issues, either with its products, its internal systems, or the products and services of third parties. The Company spent approximately $4.5 million primarily to upgrade its systems and to a lesser extent to address Year 2000 issues. No further expenses of a material nature are anticipated. The Company will continue to monitor its mission critical computer applications and those of its suppliers and vendors throughout the year 2000 to ensure that any latent Year 2000 matters that may arise are addressed promptly.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Information required by Item 7a is included in Item 7 on page II-3 of this form 10-K.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INTERNATIONAL KNIFE & SAW, INC. AND SUBSIDIARIES
Index to Consolidated Financial Statements
Page ----
Report of Independent Auditors...................................... II-8 Consolidated Balance Sheets as of December 31, 1999 and 1998........ II-9 Consolidated Statements of Income for the years ended December 31, 1999, 1998 and 1997.................................. II-11 Consolidated Statements of Changes in Shareholder's Deficit for the years ended December 31, 1999, 1998 and 1997.............. II-12 Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997.................................. II-13 Notes to Consolidated Financial Statements.......................... II-14
II-7
REPORT OF INDEPENDENT AUDITORS
Board of Directors International Knife & Saw, Inc.
We have audited the accompanying consolidated balance sheets of International Knife & Saw, Inc. and Subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of income, changes in shareholder's deficit, and cash flows for each of the three years in the period ended December 31, 1999. Our audits also included the financial statement schedule listed in the index at Item 14(a)(2). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of International Knife & Saw, Inc. and Subsidiaries at December 31, 1999 and 1998, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
ERNST & YOUNG LLP
Cincinnati, Ohio March 3, 2000
II-8
International Knife & Saw, Inc. and Subsidiaries
Consolidated Balance Sheets
December 31, 1999 1998 ------------------------- (in thousands) Assets Current assets: Cash and cash equivalents $ 1,862 $ 2,032 Accounts receivable, trade, less allowances for doubtful accounts of $1,856 and $1,780 25,620 25,595 Inventories 27,922 30,981 Due from parent 1,159 249 Other current assets 2,759 2,964 -------------------------- Total current assets 59,322 61,821
Other assets: Goodwill 17,015 18,284 Debt issuance costs 2,736 3,203 Other noncurrent assets 2,163 2,307 ------------------------- 21,914 23,794
Property, plant and equipment-net 46,382 49,360
========================= Total assets $ 127,618 $ 134,975 =========================
See accompanying notes.
II-9
International Knife & Saw, Inc. and Subsidiaries
Consolidated Balance Sheets
December 31, 1999 1998 -------------------------- (in thousands) Liabilities and shareholder's deficit
Current liabilities: Notes payable $ 4,362 $ 12,667 Current portion of long-term debt 2,465 2,555 Accounts payable 13,007 9,546 Accrued liabilities 10,619 10,958 ------------------------ Total current liabilities 30,453 35,726
Long-term debt, less current portion 112,391 107,954 Other liabilities 6,557 7,004 ------------------------ Total liabilities 149,401 150,684
Minority interest 1,063 2,384
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 (25,898) (22,508) Accumulated other comprehensive loss (3,674) (2,311) Treasury stock, at cost (3,432) (3,432) --------------------------- Total shareholder's deficit (22,846) (18,093)
========================== Total liabilities and shareholder's deficit 127,618 $ 134,975 ==========================
See accompanying notes.
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International Knife & Saw, Inc. and Subsidiaries
Consolidated Statements of Income
II-11
International Knife & Saw, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholder's Deficit
II-12
International Knife & Saw, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
II-13
International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (in thousands)
1. Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of International Knife & Saw, Inc. and its majority-owned subsidiaries (the "Company"). Investments in business entities in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies, are accounted for by the equity method. All significant intercompany balances and transactions have been eliminated in consolidation.
Inventories
Inventories are stated at the lower of cost or market. Cost in the United States is determined principally by use of the last-in, first-out method. Subsidiaries use the first-in, first-out method.
Property, Plant, and Equipment
Property, plant and equipment are stated at cost or, for assets acquired through business combinations, at fair value at the dates of the respective acquisitions. Depreciation is computed by the straight-line method based on the estimated useful lives of the assets. Depreciation expense includes amortization of assets recorded under capitalized leases.
Amortization of Intangibles
Goodwill is being amortized over 10-40 years by the straight-line method. The carrying value of goodwill is periodically reviewed using estimated undiscounted cash flows for the businesses acquired over the remaining amortization periods. Amortization charged to earnings amounted to $731, $633 and $489 for 1999, 1998 and 1997, respectively. As of December 31, 1999, accumulated goodwill amortization was $2,658.
Debt issuance costs, which originated in 1996, are being amortized over the ten-year life of the related debt. Amortization of debt issuance costs charged to earnings amounted to $467, $467 and $461 for 1999, 1998 and 1997, respectively. As of December 31, 1999, accumulated amortization was $1,479.
Income Taxes
Deferred taxes are provided for accumulated temporary differences due to basis differences for assets and liabilities for financial reporting and income tax purposes. The Company's temporary differences are due to accelerated depreciation and amortization, allowances for doubtful accounts, expenses not currently deductible, and income not currently taxable.
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International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued) (in thousands)
1. Significant Accounting Policies (continued)
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Revenue Recognition
Revenue from product sales is recognized when the product is shipped and revenue from services is recognized as the services are performed. Revenue is reduced for estimated customer returns and allowances.
Dividend Payments
Dividend payments are restricted under the covenants of an indenture dated as of November 6, 1996 between the Company and United States Trust Company of New York in connection with the issuance of the $90,000 Senior Subordinated Notes.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Reclassification
Certain 1998 and 1997 amounts have been reclassified to conform to the current year presentation.
Net (Loss) Income Per Common Share
Net (loss) income per common share is based on the weighted average number of common shares outstanding, which amount has remained unchanged at 481,971 shares for 1999, 1998 and 1997, respectively. The Company does not have any common stock equivalents.
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International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued) (in thousands)
1. Significant Accounting Policies (continued)
Foreign Currency Translation
The Company maintains the accounting records and prepares the financial statements of its foreign subsidiaries in their respective functional currencies. The accompanying financial statements, which include the effects of the consolidated results of operations of these companies, are expressed in U.S. dollar equivalents in accordance with Statement of Financial Accounting Standards (SFAS) No. 52, Foreign Currency Translation. It should not be construed that the assets and liabilities included at U.S. dollar equivalents can actually be realized in or extinguished by U.S. dollars at the exchange rates used in translation. The gains and losses resulting from the changes in exchange rates from year to year have been reported in other comprehensive income. The effects on the statements of income of transaction gains and losses is insignificant for all years presented.
Foreign Currency Forwards
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 by entering into foreign exchange and U.S. dollar forward contracts. A forward contract obligates the Company to exchange predetermined amounts of specified foreign currencies or U.S. dollars at specified exchange rates on specified dates or to make an equivalent foreign currency or U.S. dollar payment equal to the value of such exchange. Discounts or premiums (the difference between the spot exchange rate and the forward exchange rate at inception of the contract) are accreted or amortized to other operating expenses over the contract lives using the straight-line method while realized and unrealized gains and losses resulting from changes in the spot exchange rate (included those from open, matured, and terminated contracts), net of related taxes, are included in the accumulated other comprehensive loss in shareholders' deficit (the deferral accounting method). The related amounts due to or from counterparties are included in other assets or other liabilities. The unrecognized gains or losses were immaterial at year end.
Accounting Changes
In June, 1998, the Financial Accounting Standards Board issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, which is required to be adopted in fiscal years beginning after June 15, 2000. The Statement will require the Company to recognize any derivatives on the balance sheet at fair value. The Company does not anticipate that the adoption of the new Statement will have a significant effect on its earnings or financial position.
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International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued) (in thousands)
2. Acquisitions
In November, 1999, the Company acquired an additional 29% interest in its two Chinese joint venture companies, Shanghai IKS Lida Mechanical Blade Co., Ltd. and Shanghai IKS Mechanical Blade Co., Ltd. for approximately $1,100. There was no goodwill recorded on this acquisition.
In November, 1998, the Company acquired all of the shares of A.K. van der Wijngaart Beheer B.V. and subsidiaries ("Diacarb"). Diacarb's business includes the regrinding and distribution of industrial knives in the Netherlands, Belgian and Luxembourg markets. Diacarb is also involved in the manufacture of stansformen (molds to punch holes) for the carton industry. Diacarb is located in Rotterdam, the Netherlands. The purchase price consisted of 12,000 Dutch guilders in cash (approximately $6,250), financed from existing lines of credit, 1,088 Dutch guilders (approximately $567) in assumed debt, and a 5.0% promissory note to the Seller for 5,000 Dutch guilders (approximately $2,605), subject to post closing adjustments. The promissory note is payable in installments of 1,000 Dutch guilders (approximately $521) on January 15, 2000, and 2,000 Dutch guilders (approximately $1,042) on January 15, 2001 and 2002. The acquisition was accounted for under the purchase method. Goodwill totaled $4,683 on this acquisition.
In October, 1998, the Company executed an agreement to purchase the shares of Buland S.A. ("Buland") for 8,700 French Francs (approximately $1,560) in cash and 2,175 French Francs (approximately $395) 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 $6,545). The acquisition was 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. Goodwill totaled $558 on this acquisition.
In June and February, 1998, the Company completed the acquisitions of the assets of Valiquet, Inc., Des Plaines, IL, the Atlanta, GA division of K.S.W. Corporation, and Sheridan Saw Works, Sheridan, OR for approximately $1,200 in cash, $29 in assumed debt, post closing contingent payments of $55 for achieving certain annualized earnings levels and promissory notes totaling $140 to two of the sellers, subject to post-closing adjustments. These service center acquisitions were financed from available cash balances. These operations have historically generated combined annual sales of approximately $1,700, and were accounted for under the purchase method. Goodwill totaled approximately $835 on these acquisitions.
In October and November, 1997, the Company completed acquisitions of the assets of four strategically located service centers for approximately $1,300 in cash and a $75 promissory note to one of the sellers, subject to post-closing adjustments. The acquisitions were financed from available cash balances. In October, 1997, the Company acquired Parker Industrial Tool Company, Nashville, TN; Stafford Grinding
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International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued) (in thousands)
2. Acquisitions (continued)
Services, Chattanooga, TN; and B&W Industrial Grinding, Inc., Appleton, WI. In November, the Company acquired North Quabbin Saw Shop, Athol, MA. These operations have historically generated combined annual sales of approximately $1,400 and were accounted for by the purchase method. Goodwill totaled approximately $700 on these acquisitions.
In June, 1997, the Company purchased the assets of Cascade/Southern Saw Corp. ("Cascade") for $2,300 in cash, subject to post-closing adjustments. Located in Milwaukie, OR, Cascade is a wood saw and wood saw machinery distributor with annual sales of approximately $7,900. The acquisition was accounted for under the purchase method. Goodwill totaled $1,242 on this acquisition.
In April, 1997, the Company purchased the assets of Rolf Meyer Company ("Rolf Meyer") for DM 8,200 (approximately $4,700) in cash, post-closing contingent payments of DM 658 (approximately $400) for achieving certain earning levels of which DM 405 (approximately $200) is included in accrued liabilities at December 31, 1998, a promissory note to the seller in the amount of DM 4,300 (approximately $2,500) and DM 400 (approximately $200) in assumed debt, subject to post-closing adjustments. Headquartered in Germany, Rolf Meyer is a producer and specialist in knives and spare parts for the printing industry, with annual sales of approximately DM 15,000 (approximately $8,700). The acquisition was accounted for under the purchase method and was financed from borrowings under the Company's existing revolving credit facilities. Goodwill totaled $2,500 on this acquisition. Additional consideration of approximately DM 400 ($200) is contingent upon Rolf Meyer achieving certain annual earnings levels and is payable December 31, 2000.
In April, 1997, the Company purchased the assets of Systi-Matic Company and affiliated entities ("Systi- Matic") for $6,400 in cash, post-closing contingent payments of $1,200 for achieving certain annualized earnings levels and $1,100 in assumed debt, subject to post-closing adjustments. Headquartered in Seattle, WA, Systi-Matic is the largest U.S. producer of carbide edger saws and the largest independent provider of stock saws for the secondary industry in North America with annual sales of approximately $18,000. The acquisition was accounted for under the purchase method and was financed from available cash balances. Goodwill totaled approximately $4,280 on this acquisition.
The consolidated financial statements include the results of operations generated by and financial position of the above acquisitions from the dates of acquisition.
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International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued) (in thousands)
3. Inventories
December 31, 1999 1998 ------------------------------- Finished goods $ 17,120 $ 20,373 Work in process 5,088 4,101 Raw materials and supplies 5,714 6,507 =============================== $ 27,922 $ 30,981 ===============================
Inventories include approximately $14,285 in 1999 and $16,220 in 1998 determined by the LIFO method. If the cost of LIFO inventories had been determined by the FIFO method for financial reporting, they would have been approximately $3,806 and $3,412 higher than the amounts reported at December 31, 1999 and 1998, respectively.
4. Property, Plant and Equipment-Net
December 31, 1999 1998 ---------------------------------
Land and land improvements $ 5,784 $ 6,274 Buildings and leasehold improvements 16,875 16,826 Machinery and equipment 50,119 45,015 Furniture and fixtures 4,020 4,485 Construction in progress 740 3,729 Motor vehicles 2,432 2,498 --------------------------------- 79,970 78,827 Less accumulated depreciation 33,588 29,467 ================================= $46,382 $49,360 =================================
Depreciation expense, including depreciation for assets under capital lease, was $5,629, $4,987 and $4,656, for 1999, 1998 and 1997, respectively. Depreciation is provided for on the straight-line method over the following estimated useful lives:
Land improvements: 15 years Buildings and leasehold improvements: 15 to 40 years Machinery and equipment: 5 to 12 years Furniture and fixtures: 10 years Motor vehicles: 3 to 5 years
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International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued) (in thousands)
5. Notes Payable and Long-Term Debt
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International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued) (in thousands)
5. Notes Payable and Long-Term Debt (continued)
Except for the 11-3/8% notes, the carrying amount of the Company's long-term debt approximates fair value, which is determined using discounted cash flow analysis based on the Company's incremental borrowing rate for similar types of financing arrangements. At year-end 1999, the fair value of the 11-3/8% notes was $68,400. Such amounts are based on recent trade prices through registered securities brokers.
The 11-3/8% Notes are senior subordinated indebtedness of the Company ranking pari passu with all other existing and future senior subordinated indebtedness of the Company.
The notes payable of $16,399 have maturities that extend to 2011 at rates of 2.5% to 6.05%. Outstanding borrowings under the Company's senior credit facilities are included in long-term debt based on the expectation that these borrowings will remain outstanding for more than one year. Land and buildings in Germany with a net book value of $8,281 are pledged as collateral for the German revolving credit agreements and the German bank notes payable.
The notes payable of $1,680 mature in 2003 at rates of 7.2% to 7.7% and are non-recourse to the Company. Plant and equipment in China with a net book value of approximately $2,084 are pledged as collateral for the Chinese revolving credit agreements and the Chinese bank note payable.
The capitalized lease obligations of $4,261 are for capital leases on equipment that have maturities that extend to 2004 at rates of 6.99% to 8.7%. Included in property, plant and equipment-net is equipment under capital lease of $4,600.
The promissory note payable to a former shareholder of Diacarb is due in installments of 1,000 Dutch guilders in 2000 and 2,000 Dutch guilders in 2001 and 2002 at a rate of 5.0% in connection with the Diacarb acquisition.
At December 31, 1999, the Company had a DM 62,796 (US$ 32,312) committed global, multi-currency credit facility. Unused committed lines of credit from this global facility were US$ 16,801, compared to US$ 15,188 at December 31, 1998. Fees for these revolving credit arrangements were $22 in 1999 and were $24 in 1998.
The short-term note payable of $1,347 represents short-term bank borrowings at rates from 6.0% to 6.5%.
The short-term notes payable of $1,765 represent short-term bank borrowings at a rate of 5.4% to 7.4%.
The short-term note payable of $1,250 represents short-term bank borrowings at a rate of 7.3%.
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International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued) (in thousands)
5. Notes Payable and Long-Term Debt (continued)
At December 31, 1999, amounts due as minimum payments under long-term debt were as follows:
2000 $ 2,465 2001 4,731 2002 3,800 2003 4,920 2004 2,113 Thereafter 96,827 ---------------- $ 114,856 ================
Cash paid for interest amounted to $12,097, $11,670 and $11,713 in the years ended December 31, 1999, 1998 and 1997, respectively.
6. Accrued Liabilities
December 31, 1999 1998 -----------------------------------
Salaries, wages and bonuses $ 2,157 $ 2,097 Profit sharing and 401(k) plans 809 1,078 Interest 1,322 1,419 Other employee related accruals 1,397 930 Other 4,934 5,434 =================================== $ 10,619 $ 10,958 ===================================
7. Income Taxes
IKS Corporation files a consolidated Federal income tax return that includes the Company. 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 (benefit) for United States income taxes is recorded to the intercompany account with IKS Corporation.
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International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued) (in thousands)
7. Income Taxes (continued)
Summarized in the following tables are the Company's income (loss) before income taxes, its provision (benefit) for income taxes, the components of the deferred income taxes and a reconciliation of the U.S. statutory rate to the tax provision rate.
Income (Loss) Before Income Taxes
Year ended December 31, 1999 1998 1997 ------------------- ----------------- ---------------- United States $ (7,287) $ (705) $ 1,199 Non-U.S. 3,441 2,348 4,777 =================== ================= ================ $ (2,510) $ 2,736 $ 3,547 =================== ================= ================
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International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued) (in thousands)
7. Income Taxes (continued)
At year-end 1999, the Company's U.S. operations had net loss carry forwards aggregating $6,900 which expire in 2019. The Company has recorded a deferred tax asset of $2,545 and a corresponding valuation allowance of $1,490 related to these net operating loss carry forwards.
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International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued) (in thousands)
7. Income Taxes (continued)
Undistributed earnings of foreign subsidiaries which are intended to be indefinitely reinvested aggregated approximately $9,492 at the end of 1999. In the event these earnings were to be repatriated, foreign income tax credits and deductions under existing U.S. federal income tax laws would offset a portion of any additional U.S. tax liability.
8. Employee Benefit Plans
The Company has profit sharing plans for its U.S. and Canadian employees. Profit sharing contributions are determined annually by the respective Boards of Directors. Contributions to the 401 (k) plan are equal to one-half of employee contributions, up to a maximum of 2% of an employee's annual compensation, subject to certain statutory limitations.
The expense for profit sharing contributions was $560 in 1999, $953 in 1998, and $1,095 in 1997. The Company's matching contributions to the 401(k) plan amounted to $285 in 1999, $368 in 1998 and $249 in 1997.
Included in other liabilities are amounts for deferred compensation plans for former officers of $387 and $424 at December 31, 1999 and 1998, respectively. The plans provide for a maximum payment of $25 annually to each officer or beneficiary for a period of ten years commencing at retirement or death.
The Company's German subsidiaries have pension plans covering a majority of their employees who qualify as to age and length of service. Entrance into the plan is at age 30 with defined benefits payable at age 65. Vesting requirements vary depending on employment category, contracts and years of service requirements which range from five to fifteen years. The following table sets forth the status of the Company's defined pension plan for certain employees in Germany. Consistent with customary practice in Germany, this plan has not been funded. Benefit payments are funded from current operations.
Change in benefit obligation
December 31, 1999 1998 ----------------- --------------
Benefit obligation at beginning of year $ 1,736 $ 1,413 Service cost 23 14 Interest cost 100 92 Actuarial (gains) losses (60) 144 Loss (gain) currency exchange rate (248) 117 Benefits paid (48) (44) =========== =========== Benefit obligation at end of year $ 1,503 $ 1,736 =========== ===========
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International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued) (in thousands)
8. Employee Benefit Plans (continued)
Funded status at year-end
9. Related Parties
The consolidated financial statements include the following transactions and balances with companies which had been under common controlling ownership with the Company prior to the Recapitalization. Such companies are, and have been since the Recapitalization, controlled by a minority shareholder and board member of IKS Corporation.
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International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued) (in thousands)
10. Operating Leases
Future minimum rentals required under operating leases are as follows:
Year ending December 31 Buildings Other Total - ------------------------------------------------------------------------------
2000 $ 534 $ 57 $ 591 2001 525 55 580 2002 331 32 363 2003 84 9 93 2004 30 4 34
Rent expense was $553 for 1999, $566 for 1998 and $545 for 1997.
11. Organization
The Company operates in one business segment - industrial knives and saws. The Company manufactures, markets and services primarily industrial knives and saws internationally, and its customers include distributors, original equipment manufacturers and customers purchasing replacement parts and services. The Company has a leading market share in each of the major sectors it serves: Paper & Packaging; Wood; Metal; and Plastic/Recycling. The Company's operations are principally in the United States, Germany and Canada, representing 57%, 23% and 8% of 1999 net sales, respectively. The Company plans to continue its international growth. As a result of the Company's broad product range and numerous applications, no customer accounts for more than 3% of net sales. The Company performs periodic credit evaluations of its customers and generally does not require collateral.
Sales attributable to German and Canadian operations are based on external sales generated by subsidiaries located in those countries
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International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued) (in thousands)
11. Organization (continued)
The following table summarizes the Company's United States, German, Canadian and other operations.
Year Ended December 31, 1999 1998 1997 -------------- ------------------ ----------------- United States Operations: Net sales - Customers $ 86,450 $ 92,875 $ 88,175 Long Lived Assets 22,111 22,479 19,395
German Operations: Net sales - Customers 35,183 $ 34,762 $ 30,675 Long Lived Assets 13,428 14,457 11,974
Canadian Operations: Net sales - Customers 11,932 $ 12,644 $ 14,639 Long Lived Assets 1,081 1,078 1,288
Other Operations: Net sales - Customers 17,522 $ 9,851 $ 8,776 Long Lived Assets 10,371 11,898 5,344
Consolidated: Net sales 151,087 $ 150,132 $ 142,265 Long Lived Assets 46,991 49,912 38,001
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International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued) (in thousands, except per share data)
12. Operating Results by Quarter (Unaudited)
13. Subsequent Event
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 24,700 Austrian Schilling (approximately $1,776) in cash and 63,000 Austrian Schilling (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 30,000 Austrian Shillings (approximately $21,600). The acquisition was accounted for under the purchase method. There was no goodwill on this acquisition.
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III-9 ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to the persons who are members of the Board of directors or executive officers of the Company. Directors serve for a term of one year or until their successors are elected and qualified; officers serve at the discretion of the Board of Directors.
Name Age Position --------------------- ------ ----------------------------------------
P. Daniel Miller 51 President, Chief Executive Officer and Director Thomas W. G. Meyer 43 Executive Vice President -- Europe and Asia William M. Schult 38 Executive Vice President -- Chief Financial Officer, Treasurer and Secretary Bradley H. Widmann 53 Vice President -- Operations/Americas W. Randolph Underhill 50 Vice President -- Operations Paul A. Severt 37 Vice President -- Financial Reporting/Controller David M. Hofmeister 40 Chief Information Officer W. Rayburn Connell 59 Vice President -- Service and Sales Director, North America Diether Klingelnberg 55 Director James A. Urry 45 Director Michael A. Delaney 45 Director Richard J. Puricelli 53 Director
- ----------
P. Daniel Miller, President, Chief Executive Officer and Director. Mr. Miller has been President and Chief Executive Officer since May 1999 when he joined the Company. Prior to joining the Company, Mr. Miller served as President and Chief Operating Officer of Overhead Door Corporation. Prior to that, Mr. Miller spent eleven years with Whirlpool Corporation in various management positions, the last of which was Executive Vice President-Latin America.
Thomas W. G. Meyer, Executive Vice President -- Europe and Asia. Mr. Meyer has served as Executive Vice President since he joined the Company in 1993. Prior thereto, Mr. Meyer worked in the textile industry for ten years, including service as the head of marketing for Barmag AG from 1988 until 1991 and as a director of A. Monforts GmbH & Co., from 1991 until 1992.
William M. Schult, Executive Vice President --Chief Financial Officer, Treasurer and Secretary. Mr. Schult joined the Company as Vice President -- Finance in July 1996. Prior to joining the Company, he served as Controller of IKS Corporation since 1995 and in several capacities at Siemens Corporation from 1987 until 1995. Prior to that, Mr. Schult held various accounting and auditing positions with the Allen Group, Salomon Brothers and Coopers & Lybrand.
Bradley H. Widmann, Vice President - Operations/Americas. Mr. Widmann joined the Company in November 1999 as Vice President - Operations/Americas. From 1996 - 1999, he headed the global supply chain
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management for Magnetek, Inc. Prior to working with Magnetek, Inc., Mr. Widmann held senior operations positions with Textron, Inc., Gould, Inc. and General Electric Co. in both aerospace and commercial products industries.
W. Randolph Underhill, Vice President -- Operations. Mr. Underhill joined the Company in 1977 as Product Manager. Mr. Underhill served in various capacities, including purchasing agent and sales manager, from 1977 to 1990, and became Vice President -- Operations in 1996.
Paul A. Severt, Vice President -- Financial Reporting/Controller. Mr. Severt joined the Company as Vice President - Financial Reporting/Controller in April 1997. Prior to joining the Company, Mr. Severt held various accounting and auditing positions with Ernst & Young with which he was employed for 12 years.
David M. Hofmeister - Chief Information Officer. Mr. Hofmeister joined the company as Chief Information officer in June 1997. From 1984 to 1997, Mr. Hofmeister worked for E.I.Du Pont de Nemours, holding various management positions in Du Pont's Consolidation Coal and Remington Arms subsidiaries. Prior to working with Du Pont, Mr. Hofmeister worked as a Management Science Analyst for the Gulf Oil Corporation.
W. Rayburn Connell, Vice President, Service and Sales Director, North America. Mr. Connell joined the Company in 1991 as Vice President -- Service and Sales Director. From 1990 to 1991, Mr. Connell was the owner of Connell Distribution and prior to that was the part owner of Austin Saw and Knife, which the Company acquired in 1991. Between 1974 and 1990, Mr. Connell was the Company's sales manager.
Diether Klingelnberg, Director. Mr. Klingelnberg served as Chief Executive Officer of the Company until March 1996. In addition, he served as Chairman of the Board and Chief Executive Officer of IKS Corporation from its formation until consummation of the Recapitalization. Mr. Klingelnberg is currently Managing Director of Klingelnberg Beteiligungs-GmbH, Chairman of Oerlikon Geartec AG and Eickhoff GmbH. He is also a Director of Clark Material Handling Company.
James A. Urry, Director. Mr. Urry has been with Citibank, N.A. since 1981, serving as a Vice President since 1986. He has been a Vice President of CVC since 1989. He is a Director of Intersil Corporation, Hancor Holding Corporation, Airxcel, Inc., Palomar Technologies Corporation and York International Corporation.
Michael A. Delaney, Director. Mr. Delaney has been a Vice President of CVC since 1989. Mr. Delaney is a Director of AmeriSource Health Corporation, Clark Material Handling Company, Chip PAC Inc., Delco Remy International, Inc., Great Lakes Dock and Dredge Corporation, GVC Holdings, JAC Holdings, Palomar Technologies Corporation, Paper Pak Products, Inc., SC Processing, Inc., MSX International and Triumph Holdings, Inc.
Richard J.Puricelli, Director. Mr. Puricelli has been associated with JAC Products since 1995. He became a Director in 1995 and Chairman in 1997. As Chairman, he is responsible for the company's operations that produce approximately $300 million in annual sales and employ approximately 1,500 people in Europe and North America. JAC Products is the leading supplier of roof racks and related accessories to automobile OEMs. Mr. Puricelli is also Chairman and a Director of FabriSteel Products, Inc.
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Director Compensation and Arrangements
With the exception of Mr. Puricelli, who receives $4,000 per quarter, other directors of the Company do not currently receive compensation for their services as directors. Members of the Board of Directors are elected pursuant to a Securities Purchase and Holders Agreement (the "Stockholders' Agreement") entered into in connection with the Recapitalization among IKS, IKS Corporation and its stockholders. Pursuant to the Stockholders' Agreement, the Board of Directors of the Company is composed at all times of five directors as follows: P. Daniel Miller (as long as he continues to serve as President of the Company); one individual designated by Diether Klingelnberg, two individuals designated by CVC; and one independent director who shall be designated by CVC subject to the right of holders of the majority of the outstanding shares of Holdings Class A Stock to veto the election of any such independent director.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth certain information concerning the compensation received for services rendered in 1999 by (i) each person who served as the Company's Chief Executive Officer during 1999 and, (ii) the four most highly compensated executive officers of the Company (other than the individuals who served as the Company`s Chief Executive Officer) in office on December 31, 1999.
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(1) In May 1999, John E. Halloran was replaced as President and Chief Executive Officer by P. Daniel Miller. Mr. Halloran's employment with the company terminated effective October 22, 1999.
(2) Paid by IKS Corporation. Represents additional compensation sufficient to permit Mr. Halloran to pay interest payments to IKS Corporation on a loan made in the amount of income taxes incurred by Mr. Halloran in connection with the securities received by him as a part of the Recapitalization Distribution.
(3) Includes $3,200 in Company 401(k) contributions and $286 in group term life insurance premiums.
(4) Includes $3,200 in Company 401(k) contributions, $8,000 in Company Profit Sharing Plan contributions and $461 in group term life insurance premiums.
(5) Includes $5,418 in Company Profit Sharing Plan contributions, $7,154 in car allowance, and $74 in group term life insurance premiums.
(6) Includes $4,818 in Company Profit Sharing Plan contributions, $2,911 in Company 401(k) plan contributions, and $170 in group term life insurance premiums.
(7) Includes $2,930 in Company 401(k) contributions, $8,000 in Company Profit Sharing Plan contributions and $106 in group term life insurance premiums.
(8) Includes $3,200 in Company 401(k) contributions, $8,000 in Company Profit Sharing Plan contributions and $102 in group term life insurance premiums.
(9) Includes $3,744 in Company Profit Sharing Plan contributions, $2,995 in Company 401(k) plan contributions, and $320 in group term life insurance premiums.
(10) Includes $2,728 in Company 401(k) contributions, $8,000 in Company Profit Sharing Plan contributions and $244 in group term life insurance premiums.
(11) Includes $2,995 in Company 401(k) contributions, $7,360 in Company Profit Sharing Plan contributions and $212 in group term life insurance premiums.
(12) Includes $2,920 in Company 401(k) contributions, $3,650 in Company Profit Sharing Plan contributions $6,300 in car allowance and $496 in group term life insurance premiums.
(13) Includes $2,600 in Company 401(k) contributions, $6,058 in Company Profit Sharing Plan contributions, $3,450 in car allowance and $612 in group term life insurance premiums.
(14) Includes $3,060 in Company 401(k) contributions, $7,725 in Company Profit Sharing Plan contributions and $567 in group term life insurance premiums.
Employment Arrangements and Deferred Compensation Agreements
P. Daniel Miller was hired by the Company as President and Chief Executive Officer pursuant to an Employment Agreement effective May 24, 1999 which expires on May 31, 2001. As compensation, Mr. Miller receives a predetermined annual salary ($350,000 in 1999) and receives certain fringe benefits including a bonus, a car allowance, reimbursement of club expenses, and insurance coverage. Following any termination of Mr. Miller's employment, Mr. Miller will be subject to a non-competition covenant for up to two years. The Company also granted Mr. Miller a non-qualified stock option to purchase shares of common stock of its parent with a term of eight years from the grant date (May 24, 1999). Upon full exercise of the option, Mr. Miller would own 5% of the issued and outstanding shares of the parent's common stock on a fully diluted basis, assuming full conversion of all convertible securities and full exercise of all options, warrants and other rights to acquire common stock.
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Thomas Meyer was hired by IKS Klingelnberg GmbH as its Chief Executive Officer pursuant to an Employment Agreement effective January 1, 1993 which, following an extension on December 17, 1998, expires on December 31, 2003. As compensation, Mr. Meyer receives a predetermined annual salary (DM 370,000 in 1999) and receives certain fringe benefits including a bonus, an automobile, and insurance coverage. Following any termination of Mr. Meyer's employment, Mr. Meyer will be subject to a non-competition covenant for up to two years, in exchange for payment in each year of an amount equal to one-half of Mr. Meyer's most recently agreed upon annual compensation.
William M. Schult was hired by the Company as Vice President - Finance pursuant to an Employment Agreement effective August 16, 1995. Mr. Schult was promoted to Chief Financial Officer on November 6, 1996 and to Executive Vice President on October 15, 1999. As compensation, Mr. Schult receives a predetermined annual salary ($191,700 as of September 1999) and receives certain fringe benefits including a bonus, a company car and insurance coverage. Following any termination of Mr. Schult's employment, Mr. Schult will be subject to a non-competition covenant for one year. The Company or Mr. Schult may terminate this employment agreement upon six months written notice.
401(k) and Profit Sharing Plan
In 1997, the Company's tax qualified profit sharing plan was merged into the IKS Corporation 401(k) retirement plan. The combined plan was renamed the International Knife & Saw, Inc. 401(k) and Profit Sharing Plan. All of the Company's domestic non-unionized employees are eligible to participate after completing one year of service and attaining age 20 1/2. Subject to certain statutory limitations, employees may contribute up to 15 percent of their compensation to the plan on a pre-tax basis. The Company may make discretionary matching contributions equal to a percentage of the employees' pre-tax contributions. However, in determining the amount of matching contributions, only employee pre-tax contributions up to four percent of compensation are taken into account. Employees are fully vested in their benefits under the plan after two years of service.
In addition to discretionary matching contributions on employees' pre-tax contributions, the Company may also make profit sharing contributions. These contributions are allocated to the accounts of the eligible employees in the same ratio that each eligible employee's compensation for the year bears to the total compensation of all eligible employees for the year. For allocation purposes, the compensation of any employee in excess of $170,000 is disregarded. Employees are fully vested in their benefits under the plan after five years of service. An employee may not receive a distribution of his benefits under the plan until following his termination of employment.
Compensation Committee Interlocks and Insider Participation
Each of the five current members of the Company's Board of Directors also serve on the compensation committee. See "Item 13. Certain Relationships and Related Transactions" for disclosure with respect to certain relationships of the some of the members of the compensation committee and the Company.
In the event that Messrs. Urry and Delaney are unwilling or unable to serve, or otherwise cease to serve, CVC shall be entitled to select their replacement on the Board of Directors. In addition, the Stockholders' Agreement provides that Diether Klingelnberg or his designated representative shall serve as a director.
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ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
All of the outstanding capital stock of the Company is currently owned by IKS Corporation. The following table sets forth certain information with respect to the beneficial ownership of the Corp. Preferred Stock and Corp. Common Stock by (i) each person or entity who owns five percent or more thereof, (ii) each director of the Company who is a stockholder, (iii) the Chief Executive Officer of the Company and the other executive officers named in the "Summary Compensation Table" above who are stockholders, and (iv) the directors and executive officers of the Company as a group. Unless otherwise specified, all shares are directly held.
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Corp. Common Stock
The Certificate of Incorporation of IKS Corporation provides that IKS Corporation may issue 400,000 shares of Corp. Common Stock, divided into two classes consisting of 200,000 shares of Corp. Class A Stock and 200,000 shares of Corp. Class B Stock. The holders of Corp. Class A Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Except as required by law, the holders of Corp. Class B Stock have no voting rights. Under the Certificate of Incorporation of IKS Corporation, a holder of either class of Corp. Common Stock may convert any or all of his shares into an equal number of shares of the other class of Corp. Common Stock; provided that in the case of a conversion from Corp. Class B Stock, which is nonvoting, into Corp. Class A Stock, which is voting, the holder of shares to be converted would be permitted under applicable law to hold the total number of shares of Corp. Class A Stock which would be held after giving effect to the conversion.
Stockholders' Agreement
In connection with the Recapitalization, the stockholders of IKS Corporation entered into the Stockholders' Agreement containing certain agreements among such stockholders with respect to the capital stock and corporate governance of IKS Corporation and the Company.
The Stockholders' Agreement contains certain provisions which, with certain exceptions restrict the ability of the stockholders from transferring any Corp. Common Stock, Corp. Preferred Stock or Corp. Debentures except pursuant to the terms of the Stockholders' Agreement. If holders of more than 50% of the Corp. Common Stock approve the sale of the Company, each stockholder has agreed to consent to such sale and, if such sale includes the sale of stock, each stockholder has agreed to sell all of such stockholder's Corp. Common Stock on the terms and conditions approved by holders of a majority of the Corp. Common Stock then outstanding. In the event IKS Corporation proposes to issue and sell (other than in a public offering pursuant to a registration statement) any shares of Corp. Common Stock or any securities containing options or rights to acquire any shares of Corp. Common Stock or any securities convertible into Corp. Common Stock to CVC or its affiliates, IKS Corporation must first offer to each of the other shareholders a pro rata portion of such shares. Such preemptive rights are not applicable to the issuance of shares of Corp. Common Stock upon the conversion of shares of one class of Corp. Common Stock into shares of the other class.
Pursuant to the Stockholders' Agreement, the Board of Directors of the Company is composed at all times of five directors as follows: P. Daniel Miller (as long as he continues to serve as President of the Company); one individual designated by Diether Klingelnberg, two individuals designated by CVC; and one independent director who shall be designated by CVC subject to the right of holders of the majority of the outstanding shares of Corp. Class A Stock to veto the election of any such independent director.
The Stockholders' Agreement also provides for certain additional restrictions on transfer of shares acquired by members of management pursuant to certain employee stock purchase plans adopted by IKS Corporation in 1997 ("Incentive Shares"), including the right of IKS Corporation to repurchase Incentive Shares held by a member of management (a "Participant") upon termination of such Participant's employment prior to 2001, at a formula price, and the grant of a right of first refusal in favor of IKS Corporation in the event a Participant elects to transfer such Incentive Shares of Corp. Common Stock.
Registration Rights Agreement
In connection with their entry into the Stockholders' Agreement, IKS Corporation, CVC and certain other stockholders of IKS Corporation entered into a Registration Rights Agreement (the "Corp. Registration Rights Agreement"). Pursuant to the Corp. Registration Rights Agreement, upon the written request of CVC, IKS Corporation has agreed to prepare and file a registration statement with the Commission concerning the distribution of all or part of the shares held by CVC and use its best efforts to cause such registration statement to become effective. If at any time IKS Corporation files a registration statement for the Corp. Common Stock pursuant to a request by CVC or otherwise (other than a registration statement on Form S-8, Form S-4 or any similar form, a
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registration statement filed in connection with a share exchange or an offering solely to IKS Corporation' employees or existing stockholders, or a registration statement registering a unit offering), IKS Corporation will use its best efforts to allow the other parties to the Corp. Registration Rights Agreement to have their shares of Corp. Common Stock (or a portion of their shares under certain circumstances) included in such offering of Corp. Common Stock if the registration form proposed to be used may be used to register such shares. Registration expenses of the selling stockholders (other than underwriting fees, brokerage fees and transfer taxes applicable to the shares sold by such stockholders or the fees and expenses of any accountants or other representatives retained by a selling stockholder) are to be paid by IKS Corporation.
Employee Stock Purchase Plans
In 1997, IKS Corporation adopted a Restricted Stock Plan, pursuant to which Participants were offered the opportunity to purchase Corp. Class A Stock. The Participants were given the opportunity to acquire an aggregate of up to 10% of the Corp. Class A Stock outstanding on a fully-diluted basis.
Also in 1997, IKS Corporation adopted an Equity Investment Plan, pursuant to which Participants were offered the opportunity to purchase Corp. Class A Stock, Series A 12% Cumulative Compounding Preferred Stock, par value $.01 per share, and Series B 12% Cumulative Compounding Preferred Stock, par value $.01 per share. The Participants were given the opportunity to acquire an aggregate of up to 1,020 shares of Corp. Class A Stock, 122.4 shares of Series A Preferred Stock and 122.4 shares of Series B Preferred Stock.
Upon the Participants' purchase of securities under the Restricted Stock Plan or the Equity Investment Plan (the "Plans"), such Participants became subject to the terms and conditions of the Stockholders' Agreement. See "--Stockholders' Agreement." In addition to the restrictions set forth above in the discussion of the Stockholders Agreement, the Stockholders' Agreement also provides the following restrictions with respect to the Participants: (i) the Incentive Shares acquired by a Participant will be subject to repurchase by IKS Corporation or its designee if such Participant's employment with the Company is terminated within five years after acquiring such securities at formula prices which vary based upon the time and circumstance of such termination, (ii) IKS Corporation has a right of first refusal through such date on all securities acquired by a Participant pursuant to a Plan, and (iii) if holders of a majority of Corp. Class A Stock approve a sale of IKS Corporation, Participants will consent to such sale.
Other
In connection with the Recapitalization, Arndt Klingelnberg, Diether Klingelnberg and CVC entered into an agreement pursuant to which their ownership percentages of the Corp. Preferred Stock and the Corp. Debentures may be adjusted. Upon the occurrence of certain events, their respective ownership percentages of Corp. Preferred Stock and Corp. Debentures will be adjusted so that they will be pro rata with their respective ownership percentages of Corp. Common Stock.
ITEM 13:
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the Recapitalization, IKS Corporation entered into a letter agreement with Mr. Halloran, the former President and Chief Executive Officer of the Company, pursuant to which IKS Corporation loaned to Mr. Halloran an amount equal to the income taxes which were incurred by him in respect of the securities received by him as a part of the Recapitalization Distribution. The loan is secured by a pledge of the securities and the recourse to the Company for repayment of the loan is limited to the securities. The loan bears interest at the "applicable federal rate" under the Internal Revenue Code of 1986, as amended, and the Company makes payments to Mr. Halloran in amounts sufficient to permit him to pay such interest payments.
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PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) List of Financial Statements.
- Financial Data Schedule
The following Consolidated Financial Statements of the Company and the Report of Independent Auditors set forth on pages II-9 through II-29 and II-8, respectively, are incorporated by reference into this item 14 of Form 10-K by item 8 hereof:
- Report of Independent Auditors - Consolidated Balance Sheets as of December 31, 1999 and 1998. - Consolidated Statements of Income for the years ended December 31, 1999, 1998 and 1997. - Consolidated Statements of Changes in Shareholder's Deficit for the years ended December 31, 1999, 1998 and 1997. - Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997. - Notes to Consolidated Financial Statements.
(a)(2) Financial Statement Schedule.
Schedule II - Valuation and Qualifying Accounts and Reserves is attached hereto at page IV-5 and is incorporated by reference into this Item 14 of Form 10-K. No other financial statement schedules have been filed herewith since they are either not required, are not applicable, or the required information is shown in the consolidated financial statements or related notes.
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(a)(3) Exhibits.
Exhibit No. Description ------- --------------------------------------------------
3.1 Restated Certificate of Incorporation, as amended, of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 3.2 By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 4.1 Indenture dated as of November 6, 1996 between the Company and United States Trust Company of New York, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 4.2 Registration Rights Agreement dated as of November 6, 1996 among the Company, Schroder Wertheim & Co. Incorporated and Smith Barney Inc. (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 4.3 Form of 113/8% Senior Subordinated Notes due 2006 (included in Exhibit 4.1) 10.1 Purchase Agreement dated October 31, 1996 among the Company, Schroder Wertheim & Co. Incorporated and Smith Barney Inc. (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.2 Letter Agreement dated October 8, 1996 between Deutsche Bank and the Company (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.3 Letter Agreement dated October 8, 1996 between Deutsche Bank and IKS Klingelnberg GmbH (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.4 Agreement and Plan of Recapitalization dated September 17, 1996 among Citicorp Venture Capital Ltd., IKS Corporation"), the stockholders of IKS Corporation and certain stockholders of the Company (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.5 Commercial Lease Contract dated March 1, 1992 between Howard & Howard Real Estate Partnership and IKS Service, Inc., as amended (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.6 Lease dated June 5, 1996 between Century Development Co. and the Company (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.7 Lease dated July 21, 1995 between 1st American Management Co., Inc. and the Company (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.8 Lease Agreement dated April 17, 1991 between Tate Engineering, Inc. and IKS Eastern Services, Inc., as amended (incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-4, Registration No. 333-17305)
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10.9 Offer to Lease dated October 25, 1995 between Sigma Enterprises Ltd. and IKS Canadian Knife & Saw Ltd. (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.10 Industrial Multiple Tenancy Lease dated June 14, 1995 between Geary Investments Limited "in Trust" and IKS Canadian Knife & Saw Ltd. (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.11 Lease dated March 12, 1992 between Gestion W. & L. Choiniere Inc. and IKS Canadian Knife & Saw Ltd., as amended (incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.12 Joint Venture Company Contract dated September 24, 1995 between IKS Klingelnberg Far East GmbH and Shanghai Printing & Packaging Machinery General Corporation (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.13 Joint Venture Company Contract dated September 24, 1995 between IKS Klingelnberg Far East GmbH and Shanghai Printing & Packaging Machinery General Corporation (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.14 Letter Agreement dated September 23, 1997 between Deutsche Bank and IKS Klingelnberg GmbH (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, for the quarterly period ended September 30, 1997, Registration No. 333-17305) 21.1 Subsidiaries of the Company 27 Financial Data Schedule
(b) Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ P. Daniel Miller -------------------------------------- P. Daniel Miller President and Chief Executive Officer
March 17, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 17, 2000.
Signature Title - -------------------- -------------------------------------------
/s/ P. Daniel Miller President, Chief Executive - ------------------------ Officer and Director (Principal Executive P. Daniel Miller Officer)
/s/ William M. Schult Executive Vice President- Chief Financial - ------------------------ Officer, Treasurer and Secretary (Principal William M. Schult Financial and Accounting Officer)
/s/ Diether Klingelnberg Director - ------------------------ Diether Klingelnberg
/s/ James A. Urry Director - ------------------------ James A. Urry
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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
The registrant has not sent the following to security holders: (i) any annual report to security holders covering the registrant's last fiscal year; or (ii) any proxy statements, forms of proxy or other proxy soliciting material wither respect to any annual or other meeting of security holders.
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EXHIBIT INDEX
Exhibit No. Description ------- ------------------------------------------------
3.1 Restated Certificate of Incorporation, as amended, of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 3.2 By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 4.1 Indenture dated as of November 6, 1996 between the Company and United States Trust Company of New York, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 4.2 Registration Rights Agreement dated as of November 6, 1996 among the Company, Schroder Wertheim & Co. Incorporated and Smith Barney Inc. (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 4.3 Form of 113/8% Senior Subordinated Notes due 2006 (included in Exhibit 4.1) 10.1 Purchase Agreement dated October 31, 1996 among the Company, Schroder Wertheim & Co. Incorporated and Smith Barney Inc. (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.2 Letter Agreement dated October 8, 1996 between Deutsche Bank and the Company (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.3 Letter Agreement dated October 8, 1996 between Deutsche Bank and IKS Klingelnberg GmbH (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.4 Agreement and Plan of Recapitalization dated September 17, 1996 among Citicorp Venture Capital Ltd., IKS Corporation"), the stockholders of IKS Corporation and certain stockholders of the Company (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.5 Commercial Lease Contract dated March 1, 1992 between Howard & Howard Real Estate Partnership and IKS Service, Inc., as amended (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.6 Lease dated June 5, 1996 between Century Development Co. and the Company (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.7 Lease dated July 21, 1995 between 1st American Management Co., Inc. and the Company (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.8 Lease Agreement dated April 17, 1991 between Tate Engineering, Inc. and IKS Eastern Services, Inc., as amended (incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-4, Registration No. 333-17305)
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10.9 Offer to Lease dated October 25, 1995 between Sigma Enterprises Ltd. and IKS Canadian Knife & Saw Ltd. (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.10 Industrial Multiple Tenancy Lease dated June 14, 1995 between Geary Investments Limited "in Trust" and IKS Canadian Knife & Saw Ltd. (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.11 Lease dated March 12, 1992 between Gestion W. & L. Choiniere Inc. and IKS Canadian Knife & Saw Ltd., as amended (incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.12 Joint Venture Company Contract dated September 24, 1995 between IKS Klingelnberg Far East GmbH and Shanghai Printing & Packaging Machinery General Corporation (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.13 Joint Venture Company Contract dated September 24, 1995 between IKS Klingelnberg Far East GmbH and Shanghai Printing & Packaging Machinery General Corporation (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement on Form S-4, Registration No. 333-17305) 10.14 Letter Agreement dated September 23, 1997 between Deutsche Bank and IKS Klingelnberg GmbH (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, for the quarterly period ended September 30, 1997, Registration No. 333-17305) 21.1 Subsidiaries of the Company 27 Financial Data Schedule
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EXHIBIT 21.1
Subsidiaries
Name Jurisdiction ---- ------------
Hannaco Knives & Saws, Inc. Delaware IKS Canadian Knife & Saw Ltd. Canada IKS Klingelnberg GmbH Germany IKS Klingelnberg Asia Pte. Ltd. Singapore IKS Knives & Saws (M) Sdn. Bhd. Malaysia IKS Klingelnberg Far East GmbH Germany Shanghai IKS Lida Mechanical Blade Co. Ltd. China Shanghai IKS Mechanical Blade Co. Ltd. China IKS Messerfabrik Geringswalde GmbH Germany Rolf Meyer GmbH Germany A.K. van der Wijngaart Beheer B.V. and subsidiaries the Netherlands Buland S.A. France IKS Mexican Holdings S.A. de C.V. Mexico International Knife and Saw de Mexico S.A. de C.V. Mexico International Knife and Saw Trading Corporation U.S. Virgin Islands P.T. Bevenmas Jaya Indonesia
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