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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 28, 2004
KENNAMETAL INC.
(Exact name of registrant as specified in its charter)
Commission file number 1-5318
PENNSYLVANIA 25-0900168
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
WORLD HEADQUARTERS
1600 TECHNOLOGY WAY
P.O. BOX 231
LATROBE, PENNSYLVANIA 15650-0231
(Address of registrant's principal executive offices)
Registrant's telephone number, including area code: (724) 539-5000
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ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 28, 2004, Kennametal Inc. ("Kennametal" or "the Company") issued a
press release announcing financial results for its second quarter ended December
31, 2003.
The press release contains non-GAAP financial measures, including gross profit,
operating expense, operating income, other (income) expense, net income and
diluted EPS in each case excluding special items. The special items include:
restructuring charges, Widia integration costs, pension curtailment, gain on
Toshiba investment, and a charge related to a note receivable from a divestiture
of a business by Kennametal in 2002. Kennametal management excludes these items
in measuring and compensating internal performance to more easily compare the
Company's financial performance period to period. We believe investors should
have available the same information that management uses to measure and
compensate performance. Kennametal management believes that presentation of
these non-GAAP financial measures provides useful information into the results
of operations of the Company for the current, past and future periods.
In addition to the items above, the press release also contains free operating
cash flow and debt to capital. These financial measures are defined below:
Free Operating Cash Flow
Free operating cash flow is a non-GAAP presentation and is defined as cash
provided by continuing operations (in accordance with GAAP) less capital
expenditures plus proceeds from asset disposals. Free operating cash flow is
considered to be an important indicator of Kennametal's ability to generate
liquidity because it better represents cash generated from operations that can
be used for strategic initiatives, dividends or debt repayment.
Debt-to-Capital
Debt to capital is defined by Kennametal as total current and long term debt,
capital leases and notes payable divided by total Shareowner's equity plus
minority interest plus total debt, capital leases and notes payable. Management
believes that these financial measures provide additional insight into the
underlying capital structure and performance of the Company.
Additionally, during our quarterly teleconference we may use various other
non-GAAP financial measures to describe the underlying operating results.
Accordingly, we have compiled below certain reconciliations as required by
Regulation G.
Primary Working Capital
Primary working capital is a non-GAAP presentation and is defined as accounts
receivable, net plus inventories, net minus accounts payable. The most directly
comparable GAAP measure is working capital, which is defined as current assets
less current liabilities. We believe primary working capital better represents
Kennametal's performance in managing certain assets and liabilities controllable
at the business unit level and is used as such for internal performance
measurement.
EBIT
EBIT is an acronym for Earnings Before Interest and Taxes and is not a
calculation in accordance with GAAP. The most directly comparable GAAP measure
is net income. However, we believe that EBIT is widely used as a measure of
operating performance and we believe EBIT to be an important indicator of the
Company's operational strength and performance. Nevertheless, the measure should
not be considered in isolation or as a substitute for operating income, cash
flows from operating activities or any other measure for determining liquidity
that is calculated in accordance with GAAP. Additionally, Kennametal will adjust
EBIT for restructuring charges, interest income, and other items.
Adjusted Sales
Kennametal adjusted sales as reported under GAAP for specific items including
acquisitions and foreign currency translation. Management believes that
adjusting the sales as reported under GAAP provides additional insight into the
underlying operations. Management uses this information in reviewing operating
performance and in the determination of compensation.
Adjusted Gross Profit
Kennametal adjusted gross profit as recorded under GAAP for specific items
including Widia integration and restructuring charges and pension curtailment.
Management believes that the adjusted gross profit information is an important
indicator of the Company's underlying operating performance.
Operating Expense Reconciliation
Kennametal adjusted operating expense as reported under GAAP for Widia
Integration, restructuring charges, Widia operating expense, pension
curtailment, a note receivable from a divestiture of a business by Kennametal
in 2002, foreign exchange and decreased pension income. Management believes that
the adjusted operating expense provides additional insight into the underlying
operations. Management uses this information in reviewing operating performance
and in the determination of compensation.
FINANCIAL HIGHLIGHTS
RECONCILIATION TO GAAP WORKING CAPITAL (UNAUDITED):
December 31,
----------------------------------------------
2003 2002
---------------------- ----------------------
Current assets $ 751,903 $ 755,018
Current liabilities 309,270 281,431
---------------------- ----------------------
Working capital in accordance with GAAP 442,633 473,587
Excluded items:
Cash and cash equivalents (15,086) (18,155)
Deferred income taxes (88,020) (80,204)
Other current assets (39,460) (53,868)
---------------------- ----------------------
Total excluded current assets $ (142,566) $ (152,227)
Adjusted current assets 609,337 602,791
Short-term debt, including notes payable (12,872) (17,591)
Accrued liabilities (183,835) (171,726)
---------------------- ----------------------
Total excluded current liabilities $ (196,707) $ (189,317)
Adjusted current liabilities 112,563 92,114
Primary working capital $ 496,774 $ 510,677
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SUPPLEMENTAL INFORMATION AND RECONCILIATIONS
KENNAMETAL INC. EBIT RECONCILIATION (UNAUDITED):
Quarter Ended Six Months Ended
December 31, December 31,
---------------------------------- ---------------------------
2003 2002 2003 2002
----------------- --------------- ------------ ------------
Net income, as reported $ 10,892 $ 2,470 $19,656 $13,299
As % of sales 2.4% 0.6% 2.2% 1.6%
Add back:
Interest 6,547 9,594 13,147 18,079
Taxes 5,315 893 9,767 6,148
----------------- --------------- ------------ ------------
EBIT 22,754 12,957 42,570 37,526
Additional adjustments:
Minority interest 404 709 1,099 1,047
Restructuring and asset impairment charges (1) 3,127 8,561 6,520 8,380
Widia integration - 1,364 1,559 2,075
Pension Curtailment 1,299 - 1,299 -
Gain on Toshiba Investment (4,397) - (4,397) -
Note Receivable 2,000 - 2,000 -
Interest income (439) (849) (875) (1,489)
Securitization fees 483 536 880 1,073
----------------- --------------- ------------ ------------
Adjusted EBIT $ 25,231 $ 23,278 $50,655 $48,612
================= =============== ============ ============
As % of Sales 5.5% 5.4% 5.6% 5.8%
(1) Includes charges in cost of goods sold and restructuring expense.
-more-
FINANCIAL HIGHLIGHTS (CONTINUED)
MSSG SEGMENT (UNAUDITED):
Quarter Ended Six Months Ended
December 31, December 31,
---------------------------------- -------------------------------
2003 2002 2003 2002
----------------- --------------- -------------- --------------
Sales, as reported $ 283,493 $ 269,413 $554,622 $510,234
Widia sales (1) - - (26,018) -
Foreign currency exchange (21,013) - (32,111) -
----------------- --------------- -------------- --------------
Adjusted sales $ 262,480 $ 269,413 $496,493 $510,234
================= =============== ============== ==============
MSSG EBIT (UNAUDITED):
Quarter Ended Six Months Ended
December 31, December 31,
---------------------------------- -------------------------------
2003 2002 2003 2002
----------------- --------------- -------------- --------------
MSSG operating income, as reported $ 22,684 $ 17,394 $46,186 $41,004
As % of sales 8.0% 6.5% 8.3% 8.0%
Other income 1,702 563 1,966 752
----------------- --------------- -------------- --------------
EBIT 24,386 17,957 48,152 41,756
Adjustments:
MSSG restructuring (2) 1,630 4,849 5,023 4,849
Widia integration - 1,360 1,511 2,071
----------------- --------------- -------------- --------------
EBIT, excluding special charges $ 26,016 $ 24,166 $54,686 $48,676
================= =============== ============== ==============
As % of sales 9.2% 9.0% 9.9% 9.5%
(1) Widia was acquired on August 30, 2002. Sales related to Widia for July
and August have been removed from the 2003 results in order to reflect
comparable Widia activity for both years.
(2) Includes charges in cost of goods sold and restructuring expense.
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FINANCIAL HIGHLIGHTS (CONTINUED)
AMSG SEGMENT (UNAUDITED):
Quarter Ended Six Months Ended
December 31, December 31,
---------------------------------- ------------------------------
2003 2002 2003 2002
----------------- --------------- -------------- --------------
Sales, as reported $ 94,751 $ 83,305 $188,382 $166,714
Widia acquisition (1) - - (5,476) -
Foreign currency exchange (4,592) - (7,367) -
----------------- --------------- -------------- --------------
Adjusted sales $ 90,159 $ 83,305 $175,539 $166,714
================= =============== ============== ==============
AMSG EBIT (UNAUDITED):
Quarter Ended Six Months Ended
December 31, December 31,
---------------------------------- ------------------------------
2003 2002 2003 2002
----------------- --------------- -------------- --------------
AMSG operating income, as reported $ 9,407 $ 6,339 $21,229 $17,724
As % of sales 9.9% 7.6% 11.3% 10.6%
Other income (expense) 947 (103) 1,060 (45)
----------------- --------------- -------------- --------------
EBIT 10,354 6,236 22,289 17,679
Adjustments:
AMSG restructuring (2) 1,497 2,259 1,497 2,078
Widia integration - 4 48 4
----------------- --------------- -------------- --------------
EBIT, excluding special charges $ 11,851 $ 8,499 $23,834 $19,761
================= =============== ============== ==============
As % of sales 12.5% 10.2% 12.7% 11.9%
(1) Widia was acquired on August 30, 2002. Sales related to Widia for July
and August have been removed from the 2003 results in order to reflect
comparable Widia activity for both years.
(2) Includes charges in cost of goods sold and restructuring expense.
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FINANCIAL HIGHLIGHTS (CONTINUED)
J&L SEGMENT (UNAUDITED):
Quarter Ended Six Months Ended
December 31, December 31,
---------------------------------- ----------------------------------
2003 2002 2003 2002
----------------- --------------- ----------------- ---------------
Sales, as reported $ 50,341 $ 48,076 $ 98,480 $ 96,283
Foreign currency exchange (450) - (671) -
----------------- --------------- ----------------- ---------------
Adjusted sales $ 49,891 $ 48,076 $ 97,809 $ 96,283
================= =============== ================= ===============
J&L EBIT (UNAUDITED):
Quarter Ended Six Months Ended
December 31, December 31,
---------------------------------- ----------------------------------
2003 2002 2003 2002
----------------- --------------- ----------------- ---------------
J&L operating income, as reported $ 4,306 $ 1,722 $ 6,991 $ 3,886
As % of sales 8.6% 3.6% 7.1% 4.0%
Other (expense) 25 (38) 25 (49)
----------------- --------------- ----------------- ---------------
EBIT 4,331 1,684 7,016 3,837
Adjustments:
J&L restructuring - 466 - 466
----------------- --------------- ----------------- ---------------
EBIT, excluding special charges $ 4,331 $ 2,150 $ 7,016 $ 4,303
================= =============== ================= ===============
As % of sales 8.6% 4.5% 7.1% 4.5%
-more-
FINANCIAL HIGHLIGHTS (CONTINUED)
FSS SEGMENT (UNAUDITED):
Quarter Ended Six Months Ended
December 31, December 31,
---------------------------------- ---------------------------
2003 2002 2003 2002
----------------- --------------- ------------- ------------
Sales, as reported $ 32,193 $ 30,937 $63,869 $62,718
Foreign currency exchange (137) - (216) -
----------------- --------------- ------------- ------------
Adjusted sales $ 32,056 $ 30,937 $63,653 $62,718
================= =============== ============= ============
FSS EBIT (UNAUDITED):
Quarter Ended Six Months Ended
December 31, December 31,
---------------------------------- ---------------------------
2003 2002 2003 2002
----------------- --------------- ------------- ------------
FSS operating (loss), as reported $ (159) $ (332) $ (440) $ (351)
As % of sales -0.5% -1.1% -0.7% -0.6%
Other (expense) income - (42) 2 58
----------------- --------------- ------------- ------------
EBIT (159) (374) (438) (293)
Adjustments:
FSS restructuring - 29 - 29
----------------- --------------- ------------- ------------
EBIT, excluding special charges $ (159) $ (345) $ (438) $ (264)
================= =============== ============= ============
As % of sales -0.5% -1.1% -0.7% -0.4%
-more-
SUPPLEMENTAL INFORMATION AND RECONCILIATIONS
RECONCILIATION TO GAAP - GROSS PROFIT (UNAUDITED):
QUARTER ENDED QUARTER ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
----------------------- ------------------------ ------------------------
AS A % AS A % AS A %
2003 OF SALES 2002 OF SALES 2003 OF SALES
---- -------- ---- -------- ---- --------
Gross profit $147,632 32.0% $137,483 31.8% $291,739 32.2%
Widia integration and restructuring charges 7 0.0% 54 0.0% 2,961 0.3%
Pension Curtailment 779 0.2% - 0.0% 779 0.1%
----------- ----------- ------------ ----------- ------------ -----------
Gross profit, excluding special items $ 148,418 32.2% $137,537 31.8% $ 295,479 32.6%
=========== =========== ============ =========== ============ ===========
SIX MONTHS ENDED
DECEMBER 31,
-------------------------
AS A %
2002 OF SALES
---- --------
Gross profit $ 268,452 32.1%
Widia integration and restructuring charges 54 0.0%
Pension Curtailment - 0.0%
------------ ------------
Gross profit, excluding special items $ 268,506 32.1%
============ ============
OPERATING EXPENSE RECONCILIATION (UNAUDITED):
Quarter Ended Quarter Ended Six Months Ended Six Months Ended
Dec. 31, 2003 Dec. 31, 2002 Dec. 31, 2003 Dec. 31, 2002
------------- ------------- ------------- -------------
Operating expense, as reported $ 124,723 $ 115,677 $ 245,962 $ 220,512
Integration costs - (1,310) (1,448) (2,021)
Pension Curtailment (520) - (520) -
Note Receivable (1,817) - (1,817) -
----------------- ----------------- --------------------- -----------------
Operating expense, excluding special items 122,386 114,367 242,177 218,491
Less:
Widia operating expense (1) - - 8,441 -
Unfavorable foreign exchange 7,220 - 12,199 -
----------------- ----------------- --------------------- -----------------
Operating expense, excluding special items,
Widia expense and foreign exchange $ 115,166 $ 114,367 $ 221,537 $ 218,491
================= ================= ===================== =================
(1) Widia was acquired on August 30, 2002. Operating expenses related to
Widia for July and August have been removed from the 2003 results in
order to reflect comparable Widia activity for both years.
-end-
Exhibit Index
Exhibit Description
- ------- -----------
99.1 Press Release dated January 28, 2004. Furnished herewith.
SIGNATURE
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.
KENNAMETAL INC.
Date: January 28, 2004 By: /s/ TIMOTHY A. HIBBARD
---------------------------------
Timothy A. Hibbard
Corporate Controller and
Chief Accounting Officer
[KENNAMETAL LOGO] EXHIBIT 99.1
FROM: KENNAMETAL INC.
P.O. Box 231
Latrobe, PA 15650
Investor Relations
724-539-6141
Contact: Beth A. Riley
Media Relations
724-539-4618
Contact: Joy Chandler
DATE: January 28, 2004
FOR RELEASE: Immediate
KENNAMETAL REPORTS STRONG GROWTH IN SECOND QUARTER
EARNINGS
- Sales up 7%
- Reported earnings per diluted share of $0.30, above
guidance
- Strong cash flow
LATROBE, Pa., January 28, 2004 - Kennametal Inc. (NYSE: KMT) today reported
fiscal 2004 second- quarter earnings of $0.30 per diluted share compared with
earnings of $0.07 per diluted share last year. Excluding special items in each
period, diluted earnings per share were $0.34 for the quarter, exceeding
guidance, compared with last year's earnings per share of $0.27. Sales of $461
million were 7 percent above prior year on foreign currency effects, and a one
percent increase in organic volume.
Earnings Per Share Excluding Special Items
Company Guidance (10/29/03) $0.27 to $0.32
Analyst Estimate Range (01/23/04) $0.30 to $0.34
Earnings, Excluding Special Items $0.34
For the first six months of fiscal 2004, reported earnings of $0.54 per diluted
share compared with earnings of $0.38 per diluted share last year. Excluding
special items in each period, diluted earnings per share of $0.68 were 17% above
prior year's earnings of $0.58.
Kennametal Chairman, President and Chief Executive Officer, Markos I.
Tambakeras, said, "We were pleased to exceed our guidance for the quarter, and
deliver 26 percent earnings per share growth over the prior year quarter. Our
results reflect continued strong growth in the developing regions of
Asia-Pacific and South America. In addition, our North American performance
tracked well with macro-economic trends that have been forecasting a recovery
for several months. Our confidence in the sustainability of the North American
recovery was assisted by the return to growth of the Light and General
Engineering market. Additionally, our sales to the Energy and Mining &
Construction sectors grew at double-digit rates.
- more -
-2-
As anticipated, we continued to face persistent weakness in our European
markets, which has been exacerbated by our end market and customer mix,
particularly in the automotive sector."
Tambakeras continued, "In addition to our strong operating performance, we
sustained our concurrent focus on generating cash and strengthening our balance
sheet. $34 million of free operating cash flow contributed to a further
reduction of debt, and reduced our debt-to-capital ratio to 37 percent. As
promised, the quarter also included the completion of the Widia restructuring."
- --------------------------------------------------------------------------------
HIGHLIGHTS
- --------------------------------------------------------------------------------
SECOND QUARTER - FY04
- - Sales of $460.8 million were 7 percent above last year's $431.7 million.
Sales results include a 6 percent benefit from foreign currency exchange
and a 1 percent increase in organic sales volume.
- - Reported net income was $10.9 million against net income of $2.5 million
in the same quarter last year. Excluding special items, net income was
$12.3 million for the quarter, a 30 percent increase compared to net
income of $9.4 million last year reflecting the benefits of Widia
synergies, cost reduction, reduced interest expense, and foreign
currency exchange offset by increased employment costs.
- - The current quarter included net special charges of $1.4 million, or
$0.04 per diluted share, associated with the previously
announced curtailment charge related to the amendment of the Retirement
Income Pension Plan, the finalization of the Widia integration and an
allowance for a note receivable from a fiscal 2002 divestiture. These
costs were offset by a gain on the sale of our 5 percent ownership
interest in Toshiba Tungaloy. The prior-year quarter included net
special charges of $7.0 million, or $0.20 per diluted share, largely
related to the salaried workforce reduction and Widia integration.
- - As expected, net cash flow from operations was $43.2 million, versus
$36.3 million for the prior year. Free operating cash flow was $33.8
million, versus $25.0 million in the same period last year due to
positive operating performance and reduction in inventory levels.
- - Total debt was $481 million, down $44 million from June 2003, and $136
million below December 2002.
- - Debt to capital decreased to 37 percent, from 45 percent at the end
of December in the prior year.
FIRST SIX MONTHS -FY04
- - Sales of $905.4 million were 8 percent above last year's $835.9 million.
The Widia acquisition and foreign currency exchange contributed to the
growth.
- more -
-3-
- - Reported net income was $19.7 million compared to net income of $13.3
million in the same period last year. Excluding special items, net income
was $24.4 million for the quarter, an 18 percent increase compared to net
income of $20.6 million last year
OUTLOOK
Performance in certain key North American markets during the December quarter
corroborated positive macroeconomic indicators, and increased the probability of
a sustained recovery in North American industrial markets. Europe remains
challenging, with continued weakness in key markets and customers.
Tambakeras said, "On balance, we remain confident in our ability to deliver
against our original earnings guidance for the year. While Europe is weaker than
anticipated, North America is encouraging, and the rest of the world remains
strong. In addition to North American market growth, the incremental seasonal
strength of the second half of our fiscal year, and the addition of sales from
the previously announced J&L and FSS contracts give us confidence that we will
be able to deliver in excess of 35 percent earnings growth in fiscal 2004."
Sales for the third quarter of fiscal 2004 are expected to grow 10 to 12 percent
year-over-year, including the impact of currency. Organic growth is anticipated
to be 4 to 6 percent year-over-year, compared to a 1 percent increase in the
second quarter. Reported diluted earnings per share are expected to be $0.50 to
$0.60 per share.
Guidance for the full year remains essentially unchanged, but has been modified
to reflect recent increases in raw material prices and persistent weakness in
Europe. Sales are expected to grow 9 to 11 percent year-over-year, including the
impact of currency. Reported diluted earnings per share are expected to be $1.75
to $1.95 per share. This includes net charges to date of approximately $0.14 per
share. Excluding these charges, diluted earnings per share are forecasted to
range from $1.90 to $2.10 per share. The earnings outlook includes $0.12 to
$0.15 of accretion from Widia.
Kennametal anticipates net cash flow provided by operating activities of
approximately $160 to $175 million in fiscal 2004. Purchases of property, plant
and equipment and proceeds from disposals of property, plant and equipment are
expected to be approximately $50 to $60 million, net. Adjusting net cash flow
provided by operating activities for the above items, Kennametal expects to
generate between $100 and $125 million of free operating cash flow.
- more -
-4-
Kennametal advises shareholders to note monthly order trends, for which the
company makes a disclosure ten business days after the conclusion of each month.
This information is available on the Investor Relations section of Kennametal's
corporate web site at www.kennametal.com.
DIVIDEND DECLARED
Kennametal also announced its Board of Directors declared a quarterly cash
dividend of $0.17 cents per share, payable February 25, 2004, to shareowners of
record as of the close of business February 10, 2004.
Second quarter results will be discussed in a live Internet broadcast at 10:00
a.m. today. Access the live or archived conference by visiting the Investor
Relations section of Kennametal's corporate web site at www.kennametal.com.
This release contains "forward-looking" statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. You can identify these forward-looking statements by the fact they use
words such as "should," "anticipate," "estimate," "approximate," "expect,"
"may," "will," "project," "intend," "plan," "believe," and others words of
similar meaning and expression in connection with any discussion of future
operating or financial performance. One can also identify forward-looking
statements by the fact that they do not relate strictly to historical or current
facts. These statements are likely to relate to, among other things, our goals,
plans and projections regarding our financial position, results of operations,
market position and product development, which are based on current expectations
that involve inherent risks and uncertainties, including factors that could
delay, divert or change any of them in the next several years. Although it is
not possible to predict or identify all factors, they may include the following:
global economic conditions; future terrorist attacks; epidemics; risks
associated with integrating and divesting businesses and achieving the expected
savings and synergies; demands on management resources; risks associated with
international markets such as currency exchange rates, and social and political
environments; competition; labor relations; commodity prices; demand for and
market acceptance of new and existing products; and risks associated with the
implementation of restructuring plans and environmental remediation matters. We
can give no assurance that any goal or plan set forth in forward-looking
statements can be achieved and readers are cautioned not to place undue reliance
on such statements, which speak only as of the date made. We undertake no
obligation to release publicly any revisions to forward-looking statements as a
result of future events or developments.
Kennametal Inc. aspires to be the premier tooling solutions supplier in the
world with operational excellence throughout the value chain and best-in-class
manufacturing and technology. Kennametal strives to deliver superior shareowner
value through top-tier financial performance. The company provides customers a
broad range of technologically advanced tools, tooling systems and engineering
services aimed at improving customers' manufacturing competitiveness. With about
13,500 employees worldwide, the company's annual sales approximate $1.8 billion,
with nearly half coming from sales outside the United States. Kennametal is a
five-time winner of the GM "Supplier of the Year" award and is represented in
-5-
more than 60 countries. Kennametal operations in Europe are headquartered in
Furth, Germany. Kennametal Asia Pacific operations are headquartered in
Singapore. For more information, visit the company's web site at
www.kennametal.com.
FINANCIAL HIGHLIGHTS
Consolidated financial highlights for Kennametal Inc. (NYSE: KMT) for the
quarter and six months ended December 31, 2003 and 2002 are shown in the
following tables (in thousands, except per share amounts).
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
QUARTER ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------------------- ----------------------------
2003 2002 2003 2002
-------------- -------------- ------------- -------------
Sales $ 460,778 $ 431,731 $ 905,353 $ 835,949
Cost of goods sold (1) 313,146 294,248 613,614 567,497
-------------- -------------- ------------- -------------
Gross profit 147,632 137,483 291,739 268,452
Operating expense(2) 124,723 115,677 245,962 220,512
Restructuring and asset impairment charges 3,120 8,561 3,670 8,380
Amortization of intangibles 486 1,300 956 2,114
-------------- -------------- ------------- -------------
Operating income 19,303 11,945 41,151 37,446
Interest expense 6,547 9,594 13,147 18,079
Other (income), net (3) (3,855) (1,721) (2,518) (1,127)
-------------- -------------- ------------- -------------
Income before provision for income taxes
and minority interest 16,611 4,072 30,522 20,494
Provision for income taxes 5,315 893 9,767 6,148
Minority interest 404 709 1,099 1,047
-------------- -------------- ------------- -------------
Net income $ 10,892 $ 2,470 $ 19,656 $ 13,299
============== ============== ============= =============
Basic earnings per share $ 0.31 $ 0.07 $ 0.55 $ 0.38
============== ============== ============= =============
Diluted earnings per share $ 0.30 $ 0.07 $ 0.54 $ 0.38
============== ============== ============= =============
Dividends per share $ 0.17 $ 0.17 $ 0.34 $ 0.34
============== ============== ============= =============
Basic weighted average share outstanding 35,604 35,126 35,470 35,086
============== ============== ============= =============
Diluted weighted average shares outstanding 36,260 35,414 36,124 35,379
============== ============== ============= =============
(1) For the quarter ended December 31, 2003, these amounts include charges
of $0.8 million for the pension curtailment. For the six months ended
December 31, 2003, these amounts include charges of $0.1 million for
integration activities, $2.9 million related to restructuring programs,
and $0.8 million for the pension curtailment. For the quarter and six
months ended December 31, 2002, these amounts include charges of $0.1
million for integration activities related to the Widia acquisition.
(2) For the quarter ended December 31, 2003, these amounts include charges
of $1.8 million related to a note receivable from a divestiture of
a business by Kennametal in 2002, and $0.5 million related to the
pension curtailment. For the six months ended December 31, 2003, these
amounts include charges of $1.8 million related to a note receivable
from a divestiture of a business by Kennametal in 2002, $0.5 million
related to the pension curtailment, and $1.4 million for integration
activities related to the Widia acquisition. For the quarter and six
months ended December 31, 2002, these amounts include charges of $1.3
million and $2.0 million, respectively, for integration activities
related to the Widia acquisition.
(3) For the quarter and six months ended December 31, 2003, these amounts
include income of $4.4 million related to a gain on the sale of Toshiba
Tungaloy investment and a charge of $0.2 million on a note receivable
from a divestiture of a business by Kennametal in 2002.
-more-
FINANCIAL HIGHLIGHTS (CONTINUED)
In addition to reported results under U.S. GAAP, the following financial
highlight tables also include, where appropriate, a reconciliation of results
excluding special items and free operating cash flow (which are non-GAAP
measures), to the most directly comparable GAAP measures. Management believes
that each of these non-GAAP financial measures is useful to investors to more
easily compare the Company's financial performance period to period.
RECONCILIATION TO GAAP - QUARTER ENDED DECEMBER 31 (UNAUDITED)
Other Diluted
Operating Operating (Income) / Net Earnings
Gross Profit Expense Income Expense Income Per Share
-------------- -------------- --------------- ------------- -------------- -------------
2003 Reported Results $ 147,632 $ 124,723 $ 19,303 $ (3,855) $ 10,892 $ 0.30
MSSG Restructuring 7 - 1,630 - 1,109 0.03
AMSG Restructuring - - 1,497 - 1,018 0.03
Pension Curtailment 779 (520) 1,299 - 883 0.02
Gain on Toshiba Investment - - - 4,397 (2,990) (0.08)
Note Receivable - (1,817) 1,817 (183) 1,360 0.04
-------------- -------------- --------------- ------------- -------------- -------------
2003 Results Excluding Special Items $ 148,418 $ 122,386 $ 25,546 $ 359 $ 12,272 $ 0.34
============== ============== =============== ============= ============== =============
2002 Reported Results $ 137,483 $ 115,677 $ 11,945 $ (1,721) $ 2,470 $ 0.07
MSSG Restructuring - - 4,849 - 3,394 0.10
AMSG Restructuring - - 2,259 - 1,577 0.04
Corporate Restructuring - - 958 - 670 0.02
J&L Restructuring - - 466 - 327 0.01
FSS Restructuring - - 29 - 20 -
Widia Integration Costs -
MSSG 54 (1,306) 1,360 - 967 0.03
Widia Integration Costs -
AMSG - (4) 4 - 3 -
------------ -------------- --------------- ------------- -------------- -------------
2002 Results Excluding Special Items $ 137,537 $ 114,367 $ 21,870 $ (1,721) $ 9,428 $ 0.27
============ ============== =============== ============= ============== =============
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FINANCIAL HIGHLIGHTS (CONTINUED)
RECONCILIATION TO GAAP - SIX MONTHS ENDED DECEMBER 31 (UNAUDITED)
Other Diluted
Operating Operating (Income) / Net Earnings
Gross Profit Expense Income Expense Income Per Share
------------- -------------- --------------- ------------- -------------- -------------
2003 Reported Results $ 291,739 $ 245,962 $ 41,151 $ (2,518) $ 19,656 $ 0.54
MSSG Restructuring 2,850 - 5,023 - 3,416 0.10
AMSG Restructuring - - 1,497 - 1,018 0.03
Widia Integration Costs -
MSSG 63 (1,448) 1,511 - 1,027 0.03
Widia Integration Costs -
AMSG 48 - 48 - 33 -
Pension Curtailment 779 (520) 1,299 - 883 0.02
Gain on Toshiba Investment - - - 4,397 (2,990) (0.08)
Note Receivable - (1,817) 1,817 (183) 1,360 0.04
------------- -------------- --------------- ------------- -------------- -------------
2003 Results Excluding Special Items $ 295,479 $ 242,177 $ 52,346 $ 1,696 $ 24,403 $ 0.68
============= ============== =============== ============= ============== =============
2002 Reported Results $ 268,452 $ 220,512 $ 37,446 $ (1,127) $ 13,299 $ 0.38
MSSG Restructuring - - 4,849 - 3,394 0.10
AMSG Restructuring - - 2,078 - 1,454 0.04
Corporate Restructuring - - 958 - 670 0.02
J&L Restructuring - - 466 - 327 0.01
FSS Restructuring - - 29 - 20 -
Widia Integration Costs -
MSSG 54 (2,017) 2,071 - 1,450 0.03
Widia Integration Costs -
AMSG - (4) 4 - 3 -
------------- -------------- --------------- ------------- -------------- -------------
2002 Results Excluding Special Items $ 268,506 $ 218,491 $ 47,901 $ (1,127) $ 20,617 $ 0.58
============= ============== =============== ============= ============== =============
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FINANCIAL HIGHLIGHTS (CONTINUED)
SEGMENT DATA (UNAUDITED):
Quarter Ended Six Months Ended
December 31, December 31,
------------------------------------------------------------------
2003 2002* 2003 2002*
----------------- ---------------- --------------- ---------------
Sales:
Metalworking Solutions and Services Group $ 283,493 $ 269,413 $ 554,622 $ 510,234
Advanced Materials Solutions Group 94,751 83,305 188,382 166,714
J&L Industrial Supply 50,341 48,076 98,480 96,283
Full Service Supply 32,193 30,937 63,869 62,718
----------------- ------------------ ------------- ---------------
Total Sales $ 460,778 $ 431,731 $ 905,353 $ 835,949
================= ================== ============= ===============
Sales By Geographic Region:
Within the United States $ 236,203 $ 229,506 $ 468,817 $ 468,630
International 224,575 202,225 436,536 367,319
----------------- ------------------ ------------- ---------------
Total Sales $ 460,778 $ 431,731 $ 905,353 $ 835,949
================= ================== ============= ===============
Operating Income (Loss), as reported:
Metalworking Solutions and Services Group $ 22,684 $ 17,394 $ 46,186 $ 41,004
Advanced Materials Solutions Group 9,407 6,339 21,229 17,724
J&L Industrial Supply 4,306 1,722 6,991 3,886
Full Service Supply (159) (332) (440) (351)
Corporate and Eliminations (16,935) (13,178) (32,815) (24,817)
----------------- ------------------ ------------- ---------------
Total Operating Income $ 19,303 $ 11,945 $ 41,151 $ 37,446
================= ================== ============= ===============
Operating Income (Loss), excluding special charges:
Metalworking Solutions and Services Group $ 24,314 $ 23,603 $ 52,720 $ 47,924
Advanced Materials Solutions Group 10,904 8,602 22,774 19,806
J&L Industrial Supply 4,306 2,188 6,991 4,352
Full Service Supply (159) (303) (440) (322)
Corporate and Eliminations (13,819) (12,220) (29,699) (23,859)
----------------- ------------------ ------------- ---------------
Total Operating Income $ 25,546 $ 21,870 $ 52,346 $ 47,901
================= ================== ============= ===============
*Prior year segment data has been restated for organizational changes
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FINANCIAL HIGHLIGHTS (CONTINUED)
OPERATING INCOME (LOSS) RECONCILIATION (UNAUDITED):
QUARTER ENDED DECEMBER 31,
MSSG AMSG J&L FSS Corp & Elim.
-------------- ------------- ------------ ------------ -------------
2003 Reported Operating Income (Loss) $ 22,684 $ 9,407 $ 4,306 $ (159) $ (16,935)
Restructuring 1,630 1,497 - - -
Pension Curtailment - - - - 1,299
Note Receivable - - - - 1,817
--------------------------------------------------------------------
2003 Operating Income (Loss) Excluding Special Charges $ 24,314 $ 10,904 $ 4,306 $ (159) $ (13,819)
====================================================================
2002 Reported Operating Income (Loss) $ 17,394 $ 6,339 $ 1,722 $ (332) $ (13,178)
Restructuring 4,849 2,259 466 29 958
Widia Integration Costs 1,360 4 - - -
--------------------------------------------------------------------
2002 Operating Income (Loss) Excluding Special Charges $ 23,603 $ 8,602 $ 2,188 $ (303) $ (12,220)
====================================================================
Total
------------
2003 Reported Operating Income (Loss) $ 19,303
Restructuring 3,127
Pension Curtailment 1,299
Note Receivable 1,817
-------------
2003 Operating Income (Loss) Excluding Special Charges $ 25,546
=============
2002 Reported Operating Income (Loss) $ 11,945
Restructuring 8,561
Widia Integration Costs 1,364
-------------
2002 Operating Income (Loss) Excluding Special Charges $ 21,870
=============
SIX MONTHS ENDED DECEMBER 31,
MSSG AMSG J&L FSS
--------------- -------------- --------------- --------------
2003 Reported Operating Income (Loss) $ 46,186 $ 21,229 $ 6,991 $ (440)
Restructuring 5,023 1,497 - -
Widia Integration Costs 1,511 48 - -
Pension Curtailment - - - -
Note Receivable - - - -
--------------------------------------------------------------
2003 Operating Income (Loss) Excluding Special Charges $ 52,720 $ 22,774 $ 6,991 $ (440)
==============================================================
2002 Reported Operating Income (Loss) $ 41,004 $ 17,724 $ 3,886 $ (351)
Restructuring 4,849 2,078 466 29
Widia Integration Costs 2,071 4 - -
--------------------------------------------------------------
2002 Operating Income (Loss) Excluding Special Charges $ 47,924 $ 19,806 $ 4,352 $ (322)
==============================================================
Corp & Elim. Total
--------------- --------------
2003 Reported Operating Income (Loss) $ (32,815) $ 41,151
Restructuring - 6,520
Widia Integration Costs - 1,559
Pension Curtailment 1,299 1,299
Note Receivable 1,817 1,817
------------------------------
2003 Operating Income (Loss) Excluding Special Charges $ (29,699) $ 52,346
==============================
2002 Reported Operating Income (Loss) $ (24,817) $ 37,446
Restructuring 958 8,380
Widia Integration Costs - 2,075
------------------------------
2002 Operating Income (Loss) Excluding Special Charges $ (23,859) $ 47,901
==============================
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FINANCIAL HIGHLIGHTS (CONTINUED)
RECONCILIATION TO OPERATING CASH FLOW INFORMATION (UNAUDITED)
Quarter Ended Six Months Ended
December 31, December 31,
---------------------------- ----------------------------
2003 2002 2003 2002
---------------- ----------- ---------------- -----------
Net income $ 10,892 $ 2,470 $ 19,656 $ 13,299
Other non-cash items 4,746 3,484 11,219 5,489
Depreciation and amortization 16,489 20,914 31,840 39,980
Change in inventory 11,709 3,379 15,437 13,500
Change in accounts receivable 18,343 24,973 23,397 30,911
Change in accounts payable 3,332 (11,637) (9,180) (25,736)
Change in other assets and liabilities (22,354) (7,310) (37,027) (2,856)
---------------- ----------- ---------------- -----------
Net cash flow provided by operating activities 43,157 36,273 55,342 74,587
Purchase of property, plant and equipment (11,259) (11,536) (21,853) (22,011)
Proceeds from disposals of property, plant and equipment 1,854 238 2,388 843
---------------- ----------- ---------------- -----------
Free operating cash flow $ 33,752 $ 24,975 $ 35,877 $ 53,419
================ =========== ================ ===========
CONDENSED BALANCE SHEETS (UNAUDITED)
Quarter Ended
----------------------------------------------------------------------------------------
12/31/03 09/30/03 06/30/03 03/31/03 12/31/02
---------------- ---------------- ---------------- ---------------- ----------------
ASSETS
Cash and equivalents $ 15,086 $ 14,720 $ 15,093 $ 17,250 $ 18,155
Accounts receivable, net of allowance 223,087 232,146 231,803 235,908 199,261
Inventories 386,250 387,877 389,613 408,996 403,530
Deferred income taxes 88,020 86,888 97,237 81,651 80,204
Other current assets 39,460 47,003 48,606 44,286 53,868
---------------- ---------------- ---------------- ---------------- ----------------
TOTAL CURRENT ASSETS
751,903 768,634 782,352 788,091 755,018
---------------- ---------------- ---------------- ---------------- ----------------
Property, plant and equipment, net
487,530 489,242 489,828 476,208 480,066
Goodwill and Intangible assets, net 500,890 484,662 470,165 491,987 478,060
Other assets 72,802 67,108 71,542 107,159 104,937
---------------- ---------------- ---------------- ---------------- ----------------
TOTAL $ 1,813,125 $ 1,809,646 $ 1,813,887 $ 1,863,445 $ 1,818,081
================ ================ ================ ================ ================
LIABILITIES
Short-term debt, including notes payable $ 12,872 $ 11,375 $ 10,845 $ 15,068 $ 17,591
Accounts payable 112,563 107,653 118,509 120,981 92,114
Accrued liabilities 183,835 197,578 206,993 208,816 171,726
---------------- ---------------- ---------------- ---------------- ----------------
TOTAL CURRENT LIABILITIES
309,270 316,606 336,347 344,865 281,431
---------------- ---------------- ---------------- ---------------- ----------------
Long-term debt
468,455 508,763 514,842 565,067 599,425
Deferred income taxes 36,087 41,368 43,543 38,382 46,801
Other liabilities 191,585 180,258 178,698 140,550 135,101
---------------- ---------------- ---------------- ---------------- ----------------
TOTAL LIABILITIES
1,005,397 1,046,995 1,073,430 1,088,864 1,062,758
---------------- ---------------- ---------------- ---------------- ----------------
MINORITY INTEREST 16,286 16,089 18,880 18,070 17,594
---------------- ---------------- ---------------- ---------------- ----------------
SHAREOWNERS' EQUITY 791,442 746,562 721,577 756,511 737,729
---------------- ---------------- ---------------- ---------------- ----------------
TOTAL $ 1,813,125 $ 1,809,646 $ 1,813,887 $ 1,863,445 $ 1,818,081
================ ================ ================ ================ ================
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RECONCILIATION OF FORECASTED GAAP CASH FLOW INFORMATION (UNAUDITED)
TWELVE MONTHS ENDED
JUNE 30, 2004
-------------------
Forecasted net cash flow provided by operating activities $160,000 - 175,000
Forecasted purchases and disposals of property, plant and equipment (50,000) - (60,000)
--------------------
Forecasted free operating cash flow $100,000 - 125,000
====================
