-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BCBrTru9DXHU5qYJFgPJlKybIV50ytYBpYlegN6HgLv3Pyu8p3b9BAFW7/EH3N7Q J8i/6FCLA/TwRxlb5iwcEw== 0000894579-01-500088.txt : 20010810 0000894579-01-500088.hdr.sgml : 20010810 ACCESSION NUMBER: 0000894579-01-500088 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010606 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL KNIFE & SAW INC CENTRAL INDEX KEY: 0001027909 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 570697252 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-17305 FILM NUMBER: 1702645 BUSINESS ADDRESS: STREET 1: 1299 COX AVENUE CITY: ERLANGER STATE: KY ZIP: 41018 BUSINESS PHONE: 6063710333 MAIL ADDRESS: STREET 1: 1299 COX AVENUE CITY: ERLANGER STATE: KY ZIP: 41018 8-K/A 1 iks8k-0801.txt IKS AMENDED 8K DATED 06/06/01 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 6, 2001 International Knife & Saw, Inc. (Exact Name of Registrant as Specified in Charter) 333-17305 (Commission File Number) Delaware 57-0697252 (State or Other Jurisdiction of (I.R.S. Employer Incorporation) Identification No.) 1299 Cox Avenue Erlanger, Kentucky 41018 (Address of principal executive offices) (859) 371-0333 (Registrant's telephone number, including area code) ================================================================================ This amendment to the Current Report on Form 8-K of International Knife & Saw, Inc. for the event reported June 6, 2001 (the "Original Form 8-K") amends and modifies the Original Form 8-K as follows: Item 2, Acquisitions or Dispositions of Assets, is amended by the amendment of the second sentence of the first paragraph which is restated as follows: Item 2. Acquisition or Disposition of Assets. On June 6, 2001, International Knife & Saw, Inc., a Delaware corporation ("the Company"), sold all of the issued and outstanding capital stock of IKS Klingelnberg GmbH, a wholly owned German subsidiary of the Company ("IKSK"), to Diether Klingelnberg and TKM GmbH i.G., a company organized under the laws of Germany ("TKM" and, together with Mr. Klingelnberg, the "Purchasers"), for approximately $11.7 million in cash. The Company expects to record a loss on the sale of IKSK of approximately $11.2 million. The loss is subject to adjustment based on final closing values and transaction expenses. The proceeds from the sale were immediately applied to repay all indebtedness and other obligations owed by the Company to Deutsche Bank AG, the Company's senior lender. Mr. Klingelnberg and Thomas W.G. Meyer are managing directors and stockholders of TKM. Mr. Meyer is a minority stockholder of IKS Corporation, a Delaware corporation and the parent of the Company ("Parent"). In addition, until April 20, 2001 Mr. Klingelnberg served as a director of the Company and Parent, and until May 31, 2001 Mr. Meyer served as an Executive Vice President of the Company and Parent. At the time of the sale, Mr. Meyer was the Chief Executive Officer of IKSK. The amount of consideration paid to the Company for the issued and outstanding capital stock of IKSK was determined by arms length negotiation between the Board of Directors of the Company and the Purchasers. In connection with the sale, the Purchasers agreed that, for a period of 18 months and subject to certain conditions, IKSK would continue the existing trading arrangements between the Company and IKSK with respect to current products manufactured by IKSK and purchased by the Company. Prior to the sale, the holders of a majority in aggregate principal amount of the Company's Series B 11-3/8% Senior Subordinated Notes due 2006 (the "Notes") consented to the sale and waived compliance by the Company with the provisions of Section 4.14 (Limitation on Transactions with Affiliates), Section 4.15 (Change of Control), Section 4.16 (Limitation on Asset Sales) and Article Five of the Indenture governing the Notes, as well as any other relevant provisions of such Indenture, to the extent applicable to the transaction. Item 7 (b), Pro Forma Financial Information (Unaudited), is amended by the amendments of the second sentence of the first paragraph, the shareholder's deficit section of the Pro Forma Consolidated Balance Sheet (Unaudited) and the addition of note (f) in the Notes to Pro Forma Consolidated Balance Sheet which is restated as follows: 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (b) Pro Forma Financial Information (Unaudited) On June 6, 2001, the Company sold all of the issued and outstanding capital stock of IKSK to the Purchasers for approximately $11.7 million in cash. The Company expects to record a loss on the sale of IKSK of approximately $11.2 million. The loss is subject to adjustment based on final closing values and transaction expenses. The proceeds from the sale were immediately applied to repay all indebtedness and other obligations owed by the Company to Deutsche Bank AG, the Company's senior lender. Set forth below are the unaudited pro forma consolidated balance sheet of the Company at March 31, 2001, and the unaudited pro forma consolidated statements of income of the Company for the year ended December 31, 2000 and for the three months ended March 31, 2001. The unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statements of income (collectively, the "Pro Forma Financial Information") are based on the historical consolidated financial statements of the Company, adjusted to give effect to the disposition of IKSK. The unaudited pro forma consolidated balance sheet gives effect to the disposition as if it had occurred on March 31, 2001. The unaudited pro forma consolidated statements' of income give effect to the disposition as if it had occurred on January 1, 2000. The loss on the sale of IKSK is not considered in the presented unaudited pro forma consolidated statements of income. The Pro Forma Financial Information is presented for informational purposes and does not purport to represent what the Company's financial position or results of operations would actually have been had the disposition of IKSK occurred on the dates specified or to project the Company's financial position and results of operations at any future date or for any future period. The Pro Forma Financial Information reflects certain assumptions described in the accompanying notes. The Pro Forma Financial Information should be read in conjunction with the historical consolidated financial statements of the Company previously filed with the Securities and Exchange Commission. 3 International Knife & Saw, Inc. and Subsidiaries Pro Forma Consolidated Balance Sheet (Unaudited) (in thousands)
March 31, 2001 ------------------------------------------------------------------------- Historical Disposition Pro Forma International Historical Pro Forma International Knife & Saw, Inc. IKSK (a) Adjustments Knife & Saw, Inc. ----------------- ----------- ----------- ----------------- Assets Current assets: Cash and cash equivalents $ 3,423 $ (2,702) $ - $ 721 Accounts receivable, trade, less allowances for doubtful accounts 24,543 (12,975) - 11,568 Inventories 29,032 (14,449) 122 (b) 14,705 Due (to) from parent (40) (2,306) 2,306 (c) (40) Other current assets 2,425 (1,406) - 1,019 ------------------------------------------------------------------------- Total current assets 59,383 (33,838) 2,428 27,973 Other assets: Goodwill 13,994 (6,703) - 7,291 Debt issuance costs 2,154 - - 2,154 Other noncurrent assets 2,138 (1,435) - 703 ------------------------------------------------------------------------- 18,286 (8,138) - 10,148 Property, plant and equipment-net 45,249 (24,797) - 20,452 ------------------------------------------------------------------------- Total assets $ 122,918 $ (66,773) $ 2,428 $ 58,573 ========================================================================= See notes to Unaudited Pro Forma Consolidated Balance Sheet.
4 International Knife & Saw, Inc. and Subsidiaries Pro Forma Consolidated Balance Sheet (Continued) (Unaudited) (in thousands)
March 31, 2001 -------------------------------------------------------------------------- Historical Disposition Pro Forma International Historical Pro Forma International Knife & Saw, Inc. IKSK (a) Adjustments Knife & Saw, Inc. ----------------- ---------- ------------ ----------------- Liabilities and Shareholder's deficit Current liabilities: Notes payable $ 22,077 $ (10,358) $ (11,719)(d) $ - Current portion of long-term debt 3,563 (2,533) - 1,030 Accounts payable 9,477 (5,247) 2,306 (c) 6,536 Accrued liabilities 14,799 (6,503) - 8,296 -------------------------------------------------------------------------- Total current liabilities 49,916 (24,641) (9,413) 15,862 Long-term debt, less current portion 106,287 (14,376) - 91,911 Other liabilities 8,426 (7,810) - 616 -------------------------------------------------------------------------- Total liabilities 164,629 (46,827) (9,413) 108,389 Minority interest 1,105 (1,105) - - Shareholder's deficit: Common stock 5 - - 5 Additional paid-in capital 10,153 - - 10,153 Accumulated deficit (43,581) - (10,633)(e) (54,214) Accumulated other comprehensive loss (5,961) - 3,633 (f) (2,328) Treasury stock, at cost (3,432) - - (3,432) -------------------------------------------------------------------------- Total shareholder's deficit (42,816) - (7,000) (49,816) Total liabilities and shareholder's deficit $ 122,918 $ (47,932) $ (16,413) $ 58,573 ========================================================================== See notes to Unaudited Pro Forma Consolidated Balance Sheet.
5 International Knife & Saw, Inc. and Subsidiaries Notes to Pro Forma Consolidated Balance Sheet (Unaudited) (in thousands) (a) The amounts in the "Historical IKSK" column are derived from the unaudited consolidated balance sheet of IKSK at March 31, 2001, which was prepared based on accounting principles generally accepted in the United States. (b) Adjustment to inventory to record the intercompany profit included in the Company's inventories purchased from IKSK. (c) Adjustment to reflect the Company's intercompany payable balances with IKSK as third party trade payables. (d) Reflects the use of the proceeds from the sale to repay the indebtedness and other obligations due to the Company's senior lender. (e) Adjustment to accumulated deficit to reflect loss on the sale of IKSK at March 31, 2001. (f) Adjustment to accumulated other comprehensive loss to reflect the realization of foreign currency translation adjustments on the sale of IKSK at March 31, 2001. 6 International Knife & Saw, Inc. and Subsidiaries Pro Forma Consolidated Statements of Income (Unaudited) (in thousands, except per share amounts)
Three Months Ended March 31, 2001 -------------------------------------------------------------------------- Historical Disposition Pro Forma International Historical Pro Forma International Knife & Saw, Inc. IKSK (a) Adjustments (b) Knife & Saw, Inc. ----------------- ---------- --------------- ----------------- Net sales $ 38,745 $ (18,398) $ 16 (c) $ 20,363 Cost of sales 28,909 (12,490) (106)(d) 16,313 -------------------------------------------------------------------------- Gross profit 9,836 (5,908) 122 4,050 Selling, general and administrative expenses 9,435 (4,129) - 5,306 -------------------------------------------------------------------------- Operating income 401 (1,779) 122 (1,256) Other expenses (income): Interest income (169) 30 - (139) Interest expense 3,219 (409) (116)(e) 2,694 Minority interest 52 (52) - - -------------------------------------------------------------------------- 3,102 (431) (116) 2,555 -------------------------------------------------------------------------- Loss before income taxes (2,701) (1,348) 238 (3,811) Benefit for income taxes (547) (467) - (1,014) -------------------------------------------------------------------------- Net loss $ (2,154) $ (881) $ 238 $ (2,797) ========================================================================== Net loss per common share $ (4.47) $ (5.80) See Notes to Unaudited Pro Forma Consolidated Statements of Income.
7 International Knife & Saw, Inc. and Subsidiaries Pro Forma Consolidated Statements of Income (Unaudited) (in thousands, except per share amounts)
Year Ended December 31, 2000 ------------------------------------------------------------------------ Historical Disposition Pro Forma International Historical Pro Forma International Knife & Saw, Inc. IKSK (a) Adjustments (b) Knife & Saw, Inc. ----------------- ----------- --------------- ----------------- Net sales $ 160,917 $ (68,185) $ 135 (c) $ 92,867 Cost of sales 120,388 (46,890) 13 (d) 73,511 ------------------------------------------------------------------------ Gross profit 40,529 (21,295) 122 19,356 Selling, general and administrative expenses 40,026 (15,554) - 24,472 ------------------------------------------------------------------------ Operating income 503 (5,741) 122 (5,116) Other expenses (income): Interest income (179) 134 - (45) Interest expense 13,210 (1,550) (356)(e) 11,304 Minority interest 157 (157) - - ------------------------------------------------------------------------ 13,188 (1,573) (356) 11,259 ------------------------------------------------------------------------ Loss before income taxes (12,685) (4,168) 478 (16,375) Provision (benefit) for income taxes 2,844 (1,488) - 1,356 ------------------------------------------------------------------------ Net loss $ (15,529) $ (2,680) $ 478 $ (17,731) ======================================================================== Net loss per common share $ (32.22) $ (36.79) See Notes to Unaudited Pro Forma Consolidated Statements of Income.
8 International Knife & Saw, Inc. and Subsidiaries Notes to Pro Forma Consolidated Condensed Statement of Income (Unaudited) (in thousands) (a) The amounts in the "Historical IKSK" column are derived from the unaudited consolidated statement of income of IKSK for the quarter ended March 31, 2001 and the audited consolidated statement of income of IKSK for the year ended December 31, 2000, which were prepared based on accounting principles generally accepted in the United States. (b) The loss on the sale of IKSK is not considered in the unaudited pro forma consolidated statements of income. (c) Adjustment to net sales to record sales from the Company to IKSK, previously eliminated. (d) Adjustment to cost of sales to record the intercompany profit included in the Company's inventories purchased from IKSK. (e) Decrease in interest expense to reflect the repayment of the indebtedness and other obligations due to the Company's senior lender. 9 (c) Exhibits Exhibit No. Description ------- ---------------------------------------------- * 10.01 Agreement dated as of June 5, 2001 among TKM GmbH, i.G., Diether Klingelnberg and International Knife & Saw, Inc. * 10.02 Notarial Deed * 10.03 Supply Agreement dated June 5, 2001 among TKM GmbH, i.G., Diether Klingelnberg and International Knife & Saw, Inc. * Previously Filed 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. INTERNATIONAL KNIFE & SAW, INC. By: /s/ William M. Schult ------------------------------------------ William M. Schult, Executive Vice President Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer, and Executive Committee member) Date: August 9, 2001 11 EXHIBIT INDEX Exhibit No. Description ------- ---------------------------------------------- * 10.01 Agreement dated as of June 5, 2001 among TKM GmbH, i.G., Diether Klingelnberg and International Knife & Saw, Inc. * 10.02 Notarial Deed * 10.03 Supply Agreement dated June 5, 2001 among TKM GmbH, i.G., Diether Klingelnberg and International Knife & Saw, Inc. * Previously Filed -----END PRIVACY-ENHANCED MESSAGE-----