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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 10-Q

_________________

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

For the quarterly period ended: April 30, 2013

or

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

For the transition period from: _____________ to _____________

_________________

International Baler Corporation

(Exact name of registrant as specified in its charter)

_________________

Delaware 0-14443 13-2842053
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or Organization) File Number)

Identification No.)

 

5400 Rio Grande Avenue, Jacksonville, FL 32254

(Address of Principal Executive Offices) (Zip Code)

904-358-3812

(Registrant’s telephone number, including area code)

N/A
(Former name or former address and former fiscal year, if changed since last report)

_________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  X     No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  o     No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer  o Accelerated filer  o Non-accelerated filer  o Smaller reporting company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes  o     No  X

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by SectionS 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     Yes  o     No  o

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 5,183,895 shares of common stock May 31, 2013.

 

 

 

 
 

 

INTERNATIONAL BALER CORPORATION

TABLE OF CONTENTS

        PAGE
         
PART I.  FINANCIAL INFORMATION  3
         
  ITEM 1. FINANCIAL STATEMENTS  
         
    Balance Sheets as of April 30, 2013, (unaudited) and October 31, 2012  3
         
    Statements of Income for the three months and six months ended April 30, 2013 and 2012 (unaudited)  4
         
    Statements of Changes in Stockholders’ Equity for the six months ended April 30, 2013 (unaudited)  5
         
    Statements of Cash Flows for the six months ended April 30, 2013 and 2012 (unaudited) 6
         
    Notes to Financial Statements (unaudited)  7
         
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND  
            RESULTS OF OPERATIONS  10
         
  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  11
         
  ITEM 4. CONTROLS AND PROCEDURES  11
         
         
PART II. OTHER INFORMATION  12
         
  ITEM 1. LEGAL PROCEEDINGS  12
         
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  12
         
  ITEM 5. OTHER INFORMATION  13
         
  ITEM 6. EXHIBITS  13
         
         
SIGNATURES  14
         
CERTIFICATIONS  15

 
 

 

INTERNATIONAL BALER CORPORATION
BALANCE SHEETS
    April 30, 2013   October 31, 2012
ASSETS   Unaudited    
Current assets:        
  Cash and cash equivalents $       1,517,702 $       1,719,140
  Accounts receivable, net of allowance for doubtful accounts        
           of $65,764 at April 30, 2013 and October 31, 2012            889,976         1,435,793
  Inventories         4,459,013         4,195,551
  Prepaid expense and other current assets            106,683            128,453
  Deferred income taxes            151,259            151,259
          Total current assets         7,124,633         7,630,196
Property, plant and equipment, at cost:         2,975,717         2,871,755
  Less:  accumulated depreciation         1,910,514         1,843,014
          Net property, plant and equipment         1,065,203         1,028,741
Other assets:        
  Other assets                 1,396                 5,000
  Deferred income taxes                    242                    242
          Total other assets                 1,638                 5,242
TOTAL ASSETS $       8,191,474 $       8,664,179
LIABILITIES AND STOCKHOLDERS' EQUITY        
         
Current liabilities:        
  Accounts payable $          861,277 $          706,255
  Accrued liabilities            289,287            456,313
  Current portion of deferred compensation                          -              17,211
  Customer deposits            412,511            984,962
          Total current liabilities         1,563,075         2,164,741
          Total liabilities         1,563,075         2,164,741
Commitments and contingencies (Note 8)        
Stockholders' equity:        
  Preferred stock, par value $.0001,        
        10,000,000 shares authorized, none issued                          -                          -
  Common stock, par value $.01,        
        25,000,000 shares authorized;  6,429,875 shares        
        issued at April 30, 2013 and October 31, 2012               64,299              64,299
  Additional paid-in capital         6,419,687         6,419,687
  Retained earnings            825,823            696,862
          7,309,809         7,180,848
   Less:  Treasury stock, 1,245,980 shares        
                   at April 30, 2013 and October 31, 2012, at cost           (681,410)          (681,410)
         
           Total stockholders' equity         6,628,399         6,499,438
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $       8,191,474 $       8,664,179
See accompanying notes to financial statements        



 
 

 

INTERNATIONAL BALER CORPORATION
STATEMENTS OF INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDED APRIL 30, 2013 AND 2012
UNAUDITED
               
   
  Three Months   Six Months
  2013   2012   2013   2012
Net sales:              
     Equipment $2,305,804  $        4,135,769  $        5,802,431  $       7,945,149
     Parts and service           625,783             498,190          1,025,022            959,605
Total net sales        2,931,587          4,633,959          6,827,453         8,904,754
               
Cost of sales        2,440,762          3,537,450          5,618,051         6,843,619
               
Gross profit           490,825          1,096,509          1,209,402         2,061,135
               
Operating expense:              
     Selling expense           246,198             204,548              499,019            367,950
     Administrative expense           226,541             240,507              498,888            463,574
Total operating expense           472,739             445,055              997,907            831,524
               
Operating income             18,086             651,454              211,495         1,229,611
Other income (expense):              
     Interest income                   140                  1,555                      570                 3,221
     Interest expense                         -                           -                 (3,604)                          -
Total other income  (expense)                   140                  1,555                 (3,034)                 3,221
               
Income before income taxes             18,226             653,009              208,461         1,232,832
               
Income tax provision                5,500             254,000                79,500            478,000
               
Net income             12,726  $           399,009  $            128,961  $          754,832
               
Income per share 0.00 $ 0.08 $ 0.02 $ 0.15
               
Weighted average number of shares outstanding        5,183,895          5,183,895          5,183,895         5,183,895
               
See accompanying notes to financial statements.              
 
 

 

  INTERNATIONAL BALER CORPORATION
  STATEMENTS OF STOCKHOLDERS' EQUITY
  FOR THE SIX MONTHS ENDED APRIL 30, 2013
  UNAUDITED
    Common Stock           Treasury Stock    
                             
    NUMBER       ADDITIONAL       NUMBER       TOTAL
    OF SHARES   PAR   PAID-IN   RETAINED   OF       STOCKHOLDERS'
    ISSUED   VALUE   CAPITAL   EARNINGS   SHARES   COST   EQUITY
                             
Balance at October 31, 2012 6,429,875  $ 64,299  $ 6,419,687  $ 696,862  $ 1,245,980  $ -681,410  $ 6,499,438
                             
  Net Income                       -                     -                         -   128,961                         -                       -   128,961
                             
Balance at April 30, 2013 6,429,875  $ 64,299  $ 6,419,687  $ 825,823  $ 1,245,980  $ -681,410  $ 6,628,399

 

See accompanying notes to financial statements.

 
 

 

INTERNATIONAL BALER CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED APRIL 30, 2013 AND 2012
UNAUDITED
         
         
    2013   2012
         
Cash flow from operating activities:        
  Net income $         128,961  $          754,832
  Adjustments to reconcile net income to net cash used in        
  operating activities:        
     Depreciation and amortization             71,104              70,202
     Changes in operating assets and liabilities:        
       Accounts receivable           545,817           (431,270)
       Inventories         (263,462)        (1,648,169)
       Prepaid expenses and other assets             18,097               (4,815)
       Accounts payable           155,022            516,203
       Accrued liabilities and deferred compensation         (184,237)           (101,924)
       Customer deposits         (572,451)            356,811
           Net cash used in operating activities         (101,149)           (488,130)
         
Cash flows from investing activities:        
   Proceeds from notes receivable from former Director               3,673                7,077
   Purchase of property and equipment         (103,962)           (108,364)
           Net cash used in investing activities         (100,289)           (101,287)
         
Net decrease in cash and cash equivalents         (201,438)           (589,417)
         
Cash and cash equivalents at beginning of period        1,719,140         2,875,149
         
Cash and cash equivalents at end of period $      1,517,702  $       2,285,732
         
Supplemental disclosure of cash flow information:        
Cash paid during period for:        
    Income taxes $                     -  $          440,000

 

See accompanying notes to financial statements.


NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

1. Nature of Business:

 

International Baler Corporation (the Company) is a manufacturer of baling equipment which is designed to compress a variety of materials into bales for easier handling, shipping, disposal, storage, and for recycling. Materials commonly baled include scrap metal, corrugated boxes, newsprint, aluminum cans, plastic bottles, and other solid waste. More sophisticated applications include baling of textile materials, fibers and synthetic rubber. The Company offers a wide variety of balers, standard models as well as custom models, and conveyors to meet specific customer requirements.

 

The Company’s customers include recycling facilities, distribution centers, textile mills, and companies which generate the materials for baling and recycling. The Company sells its products worldwide with annual sales outside the United States ranging from 10% to 35%.

 

 

2.Basis of Presentation:

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information in footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the six-month period ended April 30, 2013 are not necessarily indicative of the results that may be expected for the year ending October 31, 2013. The accompanying balance sheet as of October 31, 2012 was derived from the audited financial statements as of October 31, 2012.

 

3. Summary of Significant Accounting Policies:

 

(a) Accounts Receivable & Allowance for Doubtful Accounts:

 

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable. The Company reviews its allowance for doubtful accounts monthly including the analysis of historical trends, customer credit worthiness and the aging of receivables. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

 

(b) Inventories:

 

Inventories are stated at the lower of cost or market. Cost is determined by a method that approximates the first-in, first-out method. Work in process and finished goods are valued based on underlying costs to manufacture balers which include direct materials, direct and indirect labor, and overhead. The Company reviews inventory for obsolescence on a regular basis.

 

 
 

(c) Revenue Recognition:

 

The Company recognizes revenue when finished products and/or parts are shipped and the customer takes ownership and assumes the risk of loss. Revenue from installation services is recognized on completion of the service. The Company recognizes revenue from installations and start-ups and repair services in the period in which the service is provided.

 

(d) Warranties and Service:

 

The Company typically warrants its products for one (1) year from the date of sale as to materials and six (6) months as to labor, and offers services for other required repairs and maintenance. Service is rendered by repairing or replacing parts at the Company’s Jacksonville, Florida, facility, by on-site service provided by Company personnel who are based in Jacksonville, Florida or by local service agents who are engaged as needed. The Company maintains an accrued liability for expected warranty claims. The warranty accrual is based on historical warranty costs, the quantity and types of balers currently under warranty, and known warranty issues.

 

Following is a tabular reconciliation of the changes in the warranty accrual for the six-month period ended April 30:

 

      2013   2012
  Beginning balance    $   60,000    $    54,859
  Warranty service provided                                                          (91,506)       (121,250)
  New product warranties          90,000        119,177
  Changes to pre-existing warranty accruals              1,506            7,214
  Ending balance    $   60,000    $    60,000

 

 

 

(e) Fair Value of Financial Instruments:

 

The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and customer deposits, approximate their fair value due to the short-term nature of these assets and liabilities.

 

4. Related Party Transactions:

 

The Company had a note receivable from its former president and director totaling $3,673 at October 31, 2012, which was paid in full at January 31, 2013. Interest accrued at the rate of 6% per annum.

 

The Company had an agreement with the former president and director of the Company for deferred compensation payments. The Company made payments of $5,813 per month through January 2013. A portion of the payments were used to repay the outstanding note receivable discussed above.

 

Leland E. Boren, a stockholder and director of the Company, is the owner of Avis Industrial Corporation (Avis). Mr. Boren controls 51.0% of the outstanding shares of the Company. Avis owns 100% of The American Baler Company, a competitor of the Company. These baler companies operate independent of each other. The Company had no equipment sales to, or purchases from, The American Baler Company for the six months ended April 30, 2013 or in fiscal year ended October 31, 2012.

 

 

 

 

 

 

 

 

5. Inventories:

 

Inventories consisted of the following:

 

      April 30, 2013   October 31, 2012
  Raw materials    $           1,636,817    $           1,638,855
  Work in process                 2,454,062                      1,356,062
  Finished goods                    368,134                 1,200,634
       $           4,459,013    $           4,195,551

 

6. Debt:

 

The Company has a $1,650,000 line of credit agreement with First Merchants Bank of Muncie, Indiana that was entered into on January 7, 2013. The line of credit allows the Company to borrow at an interest rate equal to the sum of the LIBOR Rate applicable to each interest period plus 2.24%. The line of credit is secured by all assets of the Company and has a term of two years. The line of credit had no outstanding balance at April 30, 2013

 

7. Income Taxes:

 

As of April 30, 2013, the Company’s anticipated annual effective tax rate is 39%. The difference between income taxes as provided at the federal statutory tax rate of 34% and the Company’s actual income tax is primarily the result of state income tax expense and permanent deductible differences.

 

Tax assets are recognized in the balance sheet if it is more likely than not that they will be realized on future tax returns. Factors considered included, historical results of operations, volatility of the economic conditions and projected earnings based on current operations. Based on this evidence, it is more likely than not that the deferred tax assets would be realized. Accordingly, the valuation allowance as of April 30, 2013 and at October 31, 2012 is $0. However, if it is determined that all or part of the deferred tax assets will not be used in the future, an adjustment to the deferred tax assets would be charged against net income in the period such determination is made. As of April 30, 2013 and October 31, 2012, net deferred tax assets were $151,501.

 

8. Commitments and Contingencies:

 

The Company, in the ordinary course of business, is subject to claims made, and from time to time is named as a defendant in legal proceedings relating to the sales of its products. The Company believes that the reserves reflected in its financial statements are adequate to pay losses and loss adjustment expenses which may result from such claims and proceedings; however, such estimates may be more or less than the amount ultimately paid when the claims are settled. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position, results of operations, or liquidity.

 

On August 26, 2010, the Company was served with a wrongful death lawsuit filed by the Estate of a former employee who was injured in a workplace accident while an employee of the Company. The accident occurred in September 2008. The Plaintiff has demanded $2,500,000 to settle this claim. The Company intends to vigorously defend this case and has contacted its liability insurance carrier to request defense and indemnification of any losses incurred in connection with this lawsuit. A motion to dismiss the Complaint was granted without prejudice in January 2012, allowing the Plaintiff the ability to file an amended Complaint and no further action has been taken by the Plaintiff.

 

While the outcome of this lawsuit is uncertain, based upon information currently available, the Company believes it is highly unlikely that the results of this claim against the Company will have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company has accrued the amount of its insurance deductible in relation to this lawsuit.

 
 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read together with our unaudited financial statements and the related notes thereto included in Part I, Item 1 “Financial Statements”. For further information, refer to the Company’s Annual Report on Form 10-K for the year ended October 31, 2012, and the Management Discussion and Analysis of Financial Condition and Results of Operations included in this Form 10-Q.

 

Results of Operations: Three Month Comparison

 

In the second quarter ended April 30, 2013, the Company had net sales of $2,931,587, compared to net sales of $4,633,959 in the second quarter of fiscal 2012, a decrease of 36.7%. The decrease in sales was the result of lower shipments of synthetic rubber balers in the second quarter. The Company sold no synthetic rubber balers in the second quarter of 2013 versus five in the second quarter of fiscal 2012.

 

The Company had net income of $12,726 in the second quarter, compared to net income of $399,009 in the second quarter of 2012. The lower net income was the result of the lower level of shipments in the second quarter of the current fiscal year. Also, the Company had higher costs for sales salaries due to the addition of two regional sales managers and higher cost for general liability insurance.

 

Results of Operations: Six month comparison

 

The Company had net sales of $6,827,453 in the first six months of fiscal 2013, compared to net sales of $ 8,904,754 in the same period of fiscal 2012, a decrease of 23.3%. The decrease in sales was the result of lower shipments of synthetic rubber balers. The Company shipped four rubber balers in the first six months of 2013 versus eleven in the first six months of 2012.

 

The Company had a net income of $128,961 in the first six months of 2013 compared to net income of $754,832 in the first half of 2012. Selling and administrative expenses were higher in the first half of 2013 due to the addition of two regional sales managers and higher cost for general liability insurance.

 

The sales order backlog was $9,500,000 at April 30, 2013 and $6,830,000 at April 30, 2012.

 

Financial Condition and Liquidity:

 

Net working capital at April 30, 2013 was $5,561,558, as compared to $5,465,455 at October 31, 2012. The Company currently believes that it will have sufficient cash flow to be able to fund operating activities for the next twelve months.

 

Average days sales outstanding (DSO) in the first six months of fiscal 2013 were 32.7 days, as compared to 29.9 days in the first six months of fiscal 2012. DSO is calculated by dividing the total of the month-end net accounts receivable balances for the period by three, and dividing that result by the average day’s sales for the period (period sales ÷ 181).

 

During the six months ended April 30, 2013 and 2012, the Company made additions to plant and equipment of $103,962 and $108,364, respectively.

 

The Company has a $1,650,000 line of credit agreement with First Merchants Bank of Muncie, Indiana. The line of credit allows the company to borrow at an interest rate equal to the sum of the LIBOR Rate applicable to each interest period plus 2.24%. The line of credit is secured by all assets of the Company and has a term of two years.

 

The line of credit and the Company’s previous line of credit had no outstanding balance at April 30, 2013 and October 31, 2012, respectively, and the unused line of credit was $1,650,000 at April 30, 2013.

 

In the event that the Company’s line of credit would not be available, the Company would pursue a line of credit from other sources, and take steps to minimize expenditures, such as delaying capital expenditures and reducing overhead costs.

 

Forward Looking Statements

 

Certain statements in this Report contain forward-looking statements within the meaning of Section 21B of the Securities and Exchange Act of 1934, as amended. These forward-looking statements represent the Company’s present expectations or beliefs concerning future events. The Company cautions that such statements are necessarily based on certain assumptions which are subject to risks and uncertainties including, but not limited to, changes in general economic conditions and changing competition which could cause actual results to differ materially from those indicated.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company is exposed to changes in interest rates as a result of its financing activities, including its borrowings on the revolving line of credit facility. Based on the current level of borrowings, a change in Interest rates is not expected to have a material effect on operations or financial position.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Controls and Procedures

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosures.

 

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

As of the end of the period covered by this report, and under the supervision and with the participation of the management, including the Company’s Chief Executive Officer and Chief Financial Officer, management evaluated the effectiveness of the design and operation of these disclosure controls and procedures. Based on this evaluation and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

 

Management, with the participation of the Company’s principal executive and principal financial officers, assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2013. This assessment was performed using the criteria established under the Internal Control-Integrated Framework established by Committee of Sponsoring Organization of the Treadway Commission (“COSO”).

 
 

 

As part of a continuing effort to improve the Company’s business processes management is evaluating its internal controls and may update certain controls to accommodate any modifications to its business processes or accounting procedures.

 

Changes in Internal Control over Financial Reporting

 

The Company’s management, including CEO and CFO, confirm that there were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended April 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

On August 26, 2010, the Company was served with a wrongful death lawsuit filed by the Estate of a former employee who was injured in a workplace accident while an employee of the Company. The accident occurred in September 2008. The Plaintiff has demanded $2,500,000 to settle this claim. The Company intends to vigorously defend this case and has contacted its liability insurance carrier to request defense and indemnification of any losses incurred in connection with this lawsuit. A motion to dismiss the Complaint was granted without prejudice in January 2012, allowing the Plaintiff the ability to file an amended Complaint and no further action has been taken by the Plaintiff. In May 2013, the Company deposed the wife of the former employee in an effort to show this case lacks sufficient merit and file a motion for summary judgement.

 

In order to prevail and get around Workers Compensation Immunity, the Plaintiff is required to prove that the Company knew with “virtual certainty” that the worker would be seriously injured or killed. The elements proving this are very difficult to sustain and often courts rule in favor of employers on this issue.

 

ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

 

(a)The annual meeting of stockholders of the Company was held on April 23, 2013.

 

(b)The first item voted on was the election of Directors. William E. Nielsen, John J. Martorana and Lael E. Boren were elected as Class llI Directors of the Company whose terms will expire in three (3) years at the annual meeting of stockholders to be held in 2016. The results of the voting were as follows: 3,672,780 votes for William E. Nielsen and 4,900 withheld, and 3,673,080 for John J. Martorana and 4,600 withheld, and 3,672,456 votes for Lael E. Boren and 5,224 withheld.

 

(c)The next item of business was the proposal to ratify the appointment of The GriggsGroup, CPAs, the independent registered public accounting firm of the Company, for the fiscal year ending October 31, 2013. The results of the voting were as follows:

 

  4,952,888   Votes for the resolution,
  0   votes against and
  3,450   votes abstained.

 

A majority of the votes cast at the meeting have voted for the resolution, the resolution was duly passed.

 

No other matters were voted on at the meeting.

 
 

 

 

 

ITEM 5. OTHER INFORMATON

 

None.

 

 

ITEM 6. EXHIBITS

 

The following exhibits are submitted herewith:

 

  Exhibit   31.1 Certification of D. Roger Griffin, Chief Executive Officer, pursuant to Rule 13a–14(a)/15d-14(a).
         
      31.2 Certification of William E. Nielsen, Chief Financial Officer, pursuant to Rule 13a–14(a)/15d-14(a).
         
      32.1 Certification of D. Roger Griffin, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
         
      32.2 Certification of William E. Nielsen, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned there unto duly authorized.

 

Dated: June 13, 2013

 

Dated:

     

 

INTERNATIONAL BALER CORPORATION

 

  BY: /s/D. Roger Griffin
             D. Roger Griffin
             Chief Executive Officer
   
   
   
  BY: /s/William E. Nielsen 
            William E. Nielsen
            Chief Financial Officer

 

 

 
 

 

Exhibit 31.1

 

 

I, D. Roger Griffin, certify that:

 

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended April 30, 2013 of International Baler Corp.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting, and

5. The registrants certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: June 13, 2013

 

BY: /s/D. Roger Griffin
             D. Roger Griffin
             Chief Executive Officer
   

 

 

 
 

Exhibit 31.2

 

 

I, William E. Nielsen, certify that:

 

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended April 30, 2013 of International Baler Corp.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting, and

5. The registrants certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(c)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(d)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: June 13, 2013

   
  BY: /s/William E. Nielsen 
            William E. Nielsen
            Chief Financial Officer
 
 

Exhibit 32.1

 

 

CERTIFICATION

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 I hereby certify that:

 

I have reviewed the Quarterly Report of International Baler Corp. on Form 10-Q for the quarter ended April 30, 2013 (the “Report”);

 

To the best of my knowledge, the Report (i) fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and (ii) the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of International Baler Corporation during the period covered by this Report.

 

Dated: June 13, 2013

 

BY: /s/D. Roger Griffin
             D. Roger Griffin
             Chief Executive Officer
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 32.2

 

 

CERTIFICATION

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 I hereby certify that:

 

I have reviewed the Quarterly Report of International Baler Corp. on Form 10-Q for the quarter ended April 30, 2013 (the “Report”);

 

To the best of my knowledge, the Report (i) fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and (ii) the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of International Baler Corporation during the period covered by this Report.

 

Dated: June 13, 2013

 

   
  BY: /s/William E. Nielsen 
            William E. Nielsen
            Chief Financial Officer