10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012

Commission file number 1-5318

KENNAMETAL INC.

(Exact name of registrant as specified in its charter)

 

                                     Pennsylvania    25-0900168
(State or other jurisdiction of incorporation or organization)    (I.R.S. Employer Identification No.)
  

                                     World Headquarters

                                     1600 Technology Way

                                     P.O. Box 231

                                     Latrobe, Pennsylvania

   15650-0231
                    (Address of principal executive offices)    (Zip Code)                    

Website: www.kennametal.com

Registrant’s telephone number, including area code: (724) 539-5000

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 [X ] NO [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [X]

  

Accelerated filer [  ]

Non-accelerated filer [  ] (Do not check if a smaller reporting company)

  

Smaller reporting company [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [  ] NO [X]

Indicate the number of shares outstanding of each of the issuer’s classes of capital stock, as of the latest practicable date.

 

        Title of Each Class

          Outstanding at April 30, 2012    

Capital Stock, par value $1.25 per share        

      80,045,908


Table of Contents

KENNAMETAL INC.

FORM 10-Q

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2012

TABLE OF CONTENTS

 

Item No.

     Page No.   
PART I - FINANCIAL INFORMATION   

1.

  Financial Statements.   
 

Condensed Consolidated Statements of Income (Unaudited)

Three and nine months ended March 31, 2012 and 2011

     4         
 

Condensed Consolidated Balance Sheets (Unaudited)

March 31, 2012 and June 30, 2011

     5         
 

Condensed Consolidated Statements of Cash Flow (Unaudited)

Nine months ended March 31, 2012 and 2011

     6         
  Notes to Condensed Consolidated Financial Statements (Unaudited)      7         

2.        

  Management’s Discussion and Analysis of Financial Condition and Results of Operations.      23         

3.

  Quantitative and Qualitative Disclosures About Market Risk      30         

4.

  Controls and Procedures      30         
PART II - OTHER INFORMATION   

2.

  Unregistered Sales of Equity Securities and Use of Proceeds      30         

6.

  Exhibits      31         

Signatures

     32         


Table of Contents

FORWARD-LOOKING INFORMATION

This Form 10-Q 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. Forward-looking statements are statements that do not relate strictly to historical or current facts. You can identify forward-looking statements by the fact they use words such as “should,” “anticipate,” “estimate,” “approximate,” “expect,” “may,” “will,” “project,” “intend,” “plan,” “believe” and other words of similar meaning and expression in connection with any discussion of future operating or financial performance or events. Forward-looking statements in this Form 10-Q may concern, among other things, Kennametal’s expectations regarding our strategy, goals, plans and projections regarding our financial position, liquidity and capital resources, results of operations, market position, and product development, all of which are based on current estimates that involve inherent risks and uncertainties. Among the factors that could cause the actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties related to: economic recession; anticipated benefits resulting from our recently completed restructuring activities; availability and cost of the raw materials we use to manufacture our products; our foreign operations and international markets, such as currency exchange rates, different regulatory environments, trade barriers, exchange controls, and social and political instability; changes in the regulatory environment in which we operate, including environmental, health and safety regulations; our ability to protect and defend our intellectual property; competition; our ability to retain our management and employees; demands on management resources; potential claims relating to our products; integrating acquisitions and achieving the expected savings and synergies; business divestitures; global or regional catastrophic events; energy costs; commodity prices; labor relations; demand for and market acceptance of new and existing products; and implementation of environmental remediation matters. Should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking statements prove incorrect, actual outcomes could vary materially from those indicated. These and other risks are more fully described in the “Risk Factors” Section of our Annual Report on Form 10-K and in our other periodic filings with the Securities and Exchange Commission. We undertake no obligation to release publicly any revisions to forward-looking statements as a result of future events or developments.

 

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PART I – FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

 

KENNAMETAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

 

 

0000000000 0000000000 0000000000 0000000000
    Three Months Ended     Nine Months Ended  
    March 31,     March 31,  
(in thousands, except per share amounts)   2012     2011     2012     2011  

Sales

  $ 696,411      $ 614,830      $ 1,997,030      $ 1,709,756   

Cost of goods sold

    449,965        384,849        1,267,638        1,091,010   

Gross profit

    246,446        229,981        729,392        618,746   

Operating expense

    138,904        138,322        419,459        395,447   

Restructuring charges (Note 8)

    -        1,046        -        7,697   

Amortization of intangibles

    4,250        2,836        10,982        8,696   

Operating income

    103,292        87,777        298,951        206,906   

Interest expense

    8,003        5,767        18,746        17,294   

Other (income) expense, net

    (486     1,413        (1,169     3,071   

Income before income taxes

    95,775        80,597        281,374        186,541   

Provision for income taxes

    19,538        15,394        57,093        41,092   

Net income

    76,237        65,203        224,281        145,449   

Less: Net income attributable to noncontrolling interests

    738        520        3,099        2,376   

Net income attributable to Kennametal

  $ 75,499      $ 64,683      $ 221,182      $ 143,073   
                                 

PER SHARE DATA ATTRIBUTABLE TO KENNAMETAL SHAREOWNERS

  

Basic earnings per share

  $ 0.94      $ 0.79      $ 2.76      $ 1.74   
                                 

Diluted earnings per share

  $ 0.93      $ 0.77      $ 2.72      $ 1.72   
                                 

Dividends per share

  $ 0.14      $ 0.12      $ 0.40      $ 0.36   
                                 

Basic weighted average shares outstanding

    80,110        82,138        80,179        82,144   
                                 

Diluted weighted average shares outstanding

    81,535        83,495        81,434        83,164   
                                 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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KENNAMETAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

 

 

000000000000 000000000000
     March 31,     June 30,  
(in thousands, except per share data)    2012     2011  

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 125,549      $ 204,565   

Accounts receivable, less allowance for doubtful accounts of $18,709 and $20,958

     481,821        447,835   

Inventories (Note 11)

     630,870        519,973   

Deferred income taxes

     57,380        60,257   

Other current assets

     51,823        54,955   

Total current assets

     1,347,443        1,287,585   

Property, plant and equipment:

    

Land and buildings

     383,199        373,971   

Machinery and equipment

     1,408,431        1,396,306   

Less accumulated depreciation

     (1,051,971     (1,073,215

Property, plant and equipment, net

     739,659        697,062   

Other assets:

    

Investments in affiliated companies

     752        829   

Goodwill (Note 18)

     731,348        511,328   

Other intangible assets, less accumulated amortization of $85,700 and $78,712

  (Note 18)

     254,924        152,279   

Deferred income taxes

     33,683        29,876   

Other

     90,765        75,510   

Total other assets

     1,111,472        769,822   

Total assets

   $ 3,198,574      $ 2,754,469   
                  

LIABILITIES

    

Current liabilities:

    

Current maturities of long-term debt and capital leases (Note 12)

   $ 333,745      $ 307,304   

Notes payable to banks

     667        3,659   

Accounts payable

     223,656        222,678   

Accrued income taxes

     47,677        38,098   

Accrued expenses

     94,143        102,576   

Other current liabilities (Note 8)

     154,321        167,206   

Total current liabilities

     854,209        841,521   

Long-term debt and capital leases, less current maturities (Note 12)

     306,459        1,919   

Deferred income taxes

     124,573        83,310   

Accrued pension and postretirement benefits

     128,536        134,919   

Accrued income taxes

     3,093        3,094   

Other liabilities

     36,005        31,065   

Total liabilities

     1,452,875        1,095,828   

Commitments and contingencies

                

EQUITY (Note 16)

    

Kennametal Shareowners’ Equity:

    

Preferred stock, no par value; 5,000 shares authorized; none issued

     -        -   

Capital stock, $1.25 par value; 120,000 shares authorized;

    80,027 and 81,129 shares issued

     100,035        101,411   

Additional paid-in capital

     441,638        470,758   

Retained earnings

     1,172,222        983,374   

Accumulated other comprehensive income

     5,341        82,529   

Total Kennametal Shareowners’ Equity

     1,719,236        1,638,072   

Noncontrolling interests

     26,463        20,569   

Total equity

     1,745,699        1,658,641   

Total liabilities and equity

   $ 3,198,574      $ 2,754,469   
   

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

KENNAMETAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)

 

 

 

0000000000 0000000000
Nine months ended March 31 (in thousands)    2012     2011  

OPERATING ACTIVITIES

    

Net income

   $ 224,281      $ 145,449   

Adjustments for non-cash items:

    

    Depreciation

     63,163        60,165   

    Amortization

     10,982        8,696   

    Stock-based compensation expense

     17,108        15,727   

    Restructuring charges

     -        2,609   

    Deferred income tax provision (benefit)

     3,827        (2,878

    Other

     (11,311     4,637   

Changes in certain assets and liabilities:

    

    Accounts receivable

     (1,478     (71,692

    Inventories

     (85,276     (74,706

    Accounts payable and accrued liabilities

     (56,969     37,250   

    Accrued income taxes

     2,307        4,378   

    Other

     (2,398     (4,610

Net cash flow provided by operating activities

     164,236        125,025   

INVESTING ACTIVITIES

    

Purchases of property, plant and equipment

     (60,657     (33,348

Disposals of property, plant and equipment

     4,397        8,063   

Business acquisition, net of cash acquired (Note 5)

     (382,562     -   

Purchase of technology license

     (10,000     -   

Other

     400        2,349   

Net cash flow used for investing activities

     (448,422     (22,936

FINANCING ACTIVITIES

    

Net decrease in notes payable

     (2,708     (13,844

Net increase in short-term revolving and other lines of credit

     29,200        -   

Term debt borrowings

     980,926        365,082   

Term debt repayments

     (683,573     (366,653

Purchase of capital stock

     (66,786     (26,457

Settlement of interest rate swap agreement (Note 7)

     (22,406     -   

Dividend reinvestment and the effect of employee benefit and stock plans

     23,072        15,081   

Cash dividends paid to shareowners

     (32,334     (29,873

Other

     (8,909     (1,045

Net cash flow provided by (used for) financing activities

     216,482        (57,709

Effect of exchange rate changes on cash and cash equivalents

     (11,312     21,683   

CASH AND CASH EQUIVALENTS

    

Net (decrease) increase in cash and cash equivalents

     (79,016     66,063   

Cash and cash equivalents, beginning of period

     204,565        118,129   

Cash and cash equivalents, end of period

   $ 125,549      $ 184,192   
   

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

1.

ORGANIZATION

Kennametal Inc. was incorporated in Pennsylvania in 1943. Kennametal Inc. and its subsidiaries (collectively, Kennametal or the Company) are a leading global manufacturer and supplier of tooling, engineered components and advanced materials consumed in production processes. We believe that our reputation for manufacturing excellence, as well as our technological expertise and innovation in our principle products, has helped us to achieve a leading market presence in our primary markets. End users of our products include metalworking manufacturers and suppliers across a diverse array of industries, including the aerospace, defense, transportation, machine tool, light machinery and heavy machinery industries, as well as manufacturers, producers and suppliers in a number of other industries including coal mining, highway construction, quarrying, and oil and gas exploration and production industries. Our end users’ products include items ranging from airframes to coal mining, engines to oil wells and turbochargers to construction. We operate two global business segments consisting of Industrial and Infrastructure.

 

2.

BASIS OF PRESENTATION

The condensed consolidated financial statements, which include our accounts and those of our majority-owned subsidiaries, should be read in conjunction with our 2011 Annual Report on Form 10-K. The condensed consolidated balance sheet as of June 30, 2011 was derived from the audited balance sheet included in our 2011 Annual Report on Form 10-K. These interim statements are unaudited; however, we believe that all adjustments necessary for a fair statement of the results of the interim periods were made and all adjustments are normal adjustments. The results for the nine months ended March 31, 2012 and 2011 are not necessarily indicative of the results to be expected for a full fiscal year. Unless otherwise specified, any reference to a “year” is to a fiscal year ended June 30. For example, a reference to 2012 is to the fiscal year ending June 30, 2012. When used in this Form 10-Q, unless the context requires otherwise, the terms “we,” “our” and “us” refer to Kennametal Inc. and its consolidated subsidiaries.

 

3.

NEW ACCOUNTING STANDARDS

Adopted

As of January 1, 2012, Kennametal adopted changes to fair value measurements and disclosure. Many of the amendments in this guidance represent clarifications to existing guidance or changes in the measurement guidance for determining fair value. The most significant change in disclosures is an expansion of the information required for Level 3 measurements. Disclosures will be required about the use of a nonfinancial asset measured or disclosed at fair value if its use differs from its highest and best use. In addition, entities must report the level in the fair value hierarchy of assets and liabilities not recorded at fair value but where fair value is disclosed. The adoption of this guidance did not have an impact on our condensed consolidated financial statements.

Issued

In December 2011, the Financial Accounting Standards Board (FASB) deferred the requirement to present reclassifications of other comprehensive income on the face of the income statement. Companies would still be required to adopt the other requirements contained in the accounting guidance on presentation of other comprehensive income. This guidance is effective for Kennametal beginning July 1, 2012.

In June 2011, the FASB issued guidance on presentation of comprehensive income. This guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. An entity can elect to present items of net income and other comprehensive income in one continuous statement or in two separate consecutive statements. Each component of net income and other comprehensive income, together with totals for comprehensive income and its two parts, net income and other comprehensive income, would need to be displayed under either alternative. This guidance is effective for Kennametal beginning July 1, 2012.

In September 2011, the FASB issued additional guidance on testing goodwill for impairment. The guidance permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This guidance is effective for Kennametal beginning July 1, 2012.

 

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Table of Contents

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

4.

SUPPLEMENTAL CASH FLOW DISCLOSURES

 

0000000000 0000000000
Nine months ended March 31 (in thousands)    2012      2011  

Cash paid during the period for:

     

Interest

   $ 14,603       $ 14,684   

Income taxes

     44,715         40,741   

Supplemental disclosure of non-cash information:

     

Contribution of capital stock to employees’ defined contribution benefit plans

     -             948   

 

5.

ACQUISITION

On March 1, 2012, the Company acquired all of the shares of Deloro Stellite Holdings 1 Limited (Stellite) pursuant to the terms of the Share Sale and Purchase Agreement dated January 13, 2012. The U.K.-based Stellite is a global manufacturer and provider of alloy-based critical wear solutions for extreme environments involving high temperature, corrosion and abrasion. Stellite employs approximately 1,300 people across seven primary operating facilities globally, including locations in the U.S., Canada, Germany, Italy, India and China. Stellite’s proprietary metal alloys, materials expertise, engineering design and fabrication capabilities complement Kennametal’s current business in the oil and gas, power generation, transportation and aerospace end markets. This acquisition is in alignment with Kennametal’s growth strategy and positions us to further achieve geographic and end market balance.

Kennametal acquired Stellite for a purchase price of approximately $383 million; net of cash acquired, and funded the acquisition through existing credit facilities and operating cash flows. As part of the acquisition of Stellite, Kennametal incurred for both the three and nine months ended March 31, 2012, $5.7 million of acquisition related costs, which are included in operating expense.

Purchase Price Allocation

This acquisition was accounted for under the acquisition method of accounting and accordingly, the purchase price has been allocated to the assets acquired and liabilities assumed based on estimated fair values at the date of the acquisition. The Condensed Consolidated Balance Sheet as of March 31, 2012 reflects the preliminary allocation of the purchase price and is subject to revision when appraisals are finalized, which is expected to occur in the June quarter of 2012.

 

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Table of Contents

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

The preliminary allocation of the total purchase price to the fair values of the assets acquired and liabilities assumed is as follows:

 

00000000000
(in thousands)    Total  

ASSETS

  

Current assets:

  

  Accounts receivable

   $ 45,484   

  Inventories

     49,618   

  Other current assets

     4,007   

Total current assets

     99,109   

  Property and equipment

     72,794   

  Goodwill

     235,883   

  Other intangible assets

     102,721   

  Deferred income taxes

     2,478   

  Other

     70   

  Total assets

   $ 513,055   
   

LIABILITIES

  

Current liabilities:

  

  Short term debt and current maturities of long-term debt

   $ 4,685   

  Accounts payable

     43,534   

  Accrued income taxes

     9,530   

  Other current liabilities

     16,045   

Total current liabilities

     73,794   

  Long-term debt and capital leases

     5,379   

  Deferred income taxes

     46,109   

Total liabilities

     125,282   

  Noncontrolling interest

     5,211   

Net assets acquired

   $ 382,562   
   

In connection with this acquisition, we identified and valued certain intangible assets, including existing customer relationships, technologies and trademarks, as further discussed in Note 18. The goodwill recorded of $235.9 million is not deductible for tax purposes and is attributable to the operating synergies we expect to gain from the acquisition. These intangible assets are part of the Infrastructure segment.

Stellite realized net sales of $22.5 million and a net loss of $4.7 million during the month ended March 31, 2012 to the Company, including $5.7 million of acquisition related pre-tax costs.

Unaudited Pro Forma Financial Information

The following unaudited pro forma summary of operating results presents the consolidated results of operations as if the Stellite acquisition had occurred on July 1, 2010. These amounts were calculated after the conversion to U.S. GAAP, applying our accounting policies and adjusting Stellite’s results to reflect increased depreciation and amortization expense resulting from recording fixed assets and intangible assets at fair value and decreasing interest expense to reflect Kennametal’s more favorable borrowing rate, together with the related tax effects. The pro forma results for the three months ended March 31, 2012 excluded $5.7 million of acquisition related pre-tax costs. The pro forma results for the three and nine months ended March 31, 2011 includes $2.0 million and $8.9 million, respectively, of acquisition related expenses. The pro forma results have been presented for comparative purposes only and are not indicative of future results of operations or what would have occurred had the acquisition been made on July 1, 2010.

 

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KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

Unaudited pro forma summary of operating results of the Company, assuming the acquisition had occurred as of July 1, 2010 are as follows:

 

000000000000 000000000000 000000000000 000000000000
    Three Months Ended     Nine Months Ended  
    March 31,     March 31,  
(in thousands)   2012     2011     2012     2011  

Pro forma (unaudited):

       

    Net Sales

  $ 733,518      $ 687,121      $ 2,170,532      $ 1,901,888   

    Net income attributable to Kennametal

  $ 83,955      $ 68,819      $ 237,144      $ 145,028   

Per share data attributable to Kennametal :

       

    Basic earnings per share

  $ 1.05      $ 0.84      $ 2.96      $ 1.77   

    Diluted earnings per share

  $ 1.03      $ 0.82      $ 2.91      $ 1.74   

 

6.

FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy consists of three levels to prioritize the inputs used in valuations, as defined below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3: Inputs that are unobservable.

As of March 31, 2012, the fair values of the Company’s financial assets and financial liabilities measured at fair value on a recurring basis are categorized as follows:

 

000000000 000000000 000000000 000000000
(in thousands)   Level 1     Level 2     Level 3     Total  

Assets:

       

Derivatives (1)

  $ -          $ 487      $ -          $ 487   

  Total assets at fair value

  $ -          $ 487      $ -          $ 487   
   

Liabilities:

       

Derivatives (1)

  $ -          $ 58      $ -          $ 58   

  Total liabilities at fair value

  $ -          $ 58      $ -          $ 58   
   

 

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KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

As of June 30, 2011, the fair value of the Company’s financial assets and financial liabilities measured at fair value on a recurring basis are categorized as follows:

 

september300 september300 september300 september300
(in thousands)    Level 1      Level 2      Level 3      Total  

Assets:

           

Derivatives (1)

   $ -           $ 896         $ -           $ 896    

  Total assets at fair value

   $ -           $ 896         $ -           $ 896    
                                     

Liabilities:

           

Derivatives (1)

   $ -           $ 3,330         $ -           $ 3,330    

  Total liabilities at fair value

   $ -           $ 3,330         $ -           $ 3,330    
                                     

 

  (1) 

Foreign currency derivative and interest rate swap contracts are valued based on observable market spot and forward rates and are classified within Level 2 of the fair value hierarchy.

 

7.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

As part of our financial risk management program, we use certain derivative financial instruments. We do not enter into derivative transactions for speculative purposes and therefore hold no derivative instruments for trading purposes. We use derivative financial instruments to provide predictability to the effects of changes in foreign currency exchange rates on our consolidated results and to achieve our targeted mix of fixed and floating interest rates on outstanding debt. We account for derivative instruments as a hedge of the related asset, liability, firm commitment or anticipated transaction, when the derivative is specifically designated as a hedge of such items. Our objective in managing foreign exchange exposures with derivative instruments is to reduce volatility in cash flow, allowing us to focus more of our attention on business operations. With respect to interest rate management, these derivative instruments allow us to achieve our targeted fixed-to-floating interest rate mix as a separate decision from funding arrangements in the bank and public debt markets. We measure hedge effectiveness by assessing the changes in the fair value or expected future cash flows of the hedged item. The ineffective portions are recorded in other (income) expense, net.

The fair value of derivatives designated in the condensed consolidated balance sheet are as follows:

 

september30 september30
     March 31,     June 30,  
(in thousands)    2012     2011  

Derivatives designated as hedging instruments

    

Other current assets - range forward contracts

   $ 435      $ 87   

Other current liabilities - range forward contracts

     (4     (159

Other assets - forward starting interest rate swap contracts

     -        772   

Other liabilities - forward starting interest rate swap contracts

     -        (3,169

Total derivatives designated as hedging instruments

     431        (2,469

Derivatives not designated as hedging instruments

    

Other current assets - currency forward contracts

     52        37   

Other current liabilities - currency forward contracts

     (54     (2

Total derivatives not designated as hedging instruments

     (2     35   

Total derivatives

   $ 429      $ (2,434
                  

Certain currency forward contracts that hedge significant cross-border intercompany loans are considered as other derivatives and therefore do not qualify for hedge accounting. These contracts are recorded at fair value in the balance sheet, with the offset to other (income) expense, net. (Gains) losses related to derivatives not designated as hedging instruments have been recognized as follows:

 

september3 september3 september3 september3
     Three Months Ended      Nine Months Ended  
     March 31,      March 31,  
(in thousands)    2012     2011      2012      2011  

Other (income) expense, net - currency forward contracts

   $ (747   $ 56       $ 33       $ (1,963
                                    

 

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KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

FAIR VALUE HEDGES

In February 2009, we terminated interest rate swap contracts to convert $200.0 million of our fixed rate debt to floating rate debt. These contracts were originally set to mature in June 2012. Upon termination, we received a cash payment of $13.2 million. This gain is being amortized as a component of interest expense over the remaining term of the related debt using the effective interest rate method. During the three and nine months ended March 31, 2012, $1.5 million and $4.4 million, respectively, were recognized as a reduction in interest expense. During the three and nine months ended March 31, 2011, $1.5 million and $4.4 million, respectively, were recognized as a reduction in interest expense.

CASH FLOW HEDGES

Currency forward contracts and range forward contracts (a transaction where both a put option is purchased and a call option is sold), designated as cash flow hedges, hedge anticipated cash flows from cross-border intercompany sales of products and services. Gains and losses realized on these contracts at maturity are recorded in accumulated other comprehensive income, net of tax, and are recognized as a component of other (income) expense, net when the underlying sale of products or services is recognized into earnings. The notional amount of the contracts translated into U.S. dollars at March 31, 2012 and June 30, 2011, was $43.1 million and $37.6 million, respectively. The time value component of the fair value of range forward contracts is excluded from the assessment of hedge effectiveness. Assuming the market rates remain constant with the rates at March 31, 2012, we expect to recognize a gain of $0.3 million in the next 12 months on outstanding derivatives.

We enter into floating-to-fixed interest rate swap contracts, designated as cash flow hedges, from time to time to hedge our exposure to interest rate changes on a portion of our floating rate debt. These interest rate swap contracts convert a portion of our floating rate debt to fixed rate debt. We record the fair value of these contracts as an asset or a liability, as applicable, in the balance sheet, with the offset to accumulated other comprehensive income, net of tax.

In February 2012, we settled forward starting interest rate swap contracts to convert $150.0 million of our floating rate debt to fixed rate debt. Upon settlement, we made a cash payment of $22.4 million. The loss is being amortized as a component of interest expense over the term of the related debt using the effective interest rate method. During the three and nine months ended March 31, 2012, $0.3 million was recognized as interest expense. As of June 30, 2011, we recorded a liability of $2.4 million on these contracts which was recorded as a decrease to other comprehensive income, net of tax.

Amounts related to cash flow hedges have been recognized as follows:

 

september september september september
     Three Months Ended     Nine Months Ended  
     March 31,     March 31,  
(in thousands)    2012      2011     2012      2011  

Gains (losses) recognized in other comprehensive income, net

   $ 155       $ (57   $ 11,742       $ (2,286
                                    

Losses reclassified from accumulated other comprehensive income into other (income) expense, net

   $ 11       $ 182      $ 177       $ 374   
                                    

No portion of the gains or losses recognized in earnings was due to ineffectiveness and no amounts were excluded from our effectiveness testing for the three and nine months ended March 31, 2012 and 2011.

 

8.

RESTRUCTURING AND RELATED CHARGES

During fiscal year 2011, we completed our restructuring plans to reduce costs and improve operating efficiencies. These actions related to the rationalization of certain manufacturing and service facilities as well as other employment cost reduction programs. There were no restructuring and related charges for the nine months ended March 31, 2012.

Restructuring and related charges recorded during the nine months ended March 31, 2011 amounted to $14.9 million, including $8.7 million of restructuring charges of which $1.0 million were related to inventory disposals and recorded in cost of goods sold. Restructuring-related charges of $3.0 million and $3.2 million were recorded in cost of goods sold and operating expense, respectively, during the same period.

 

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KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

The restructuring accrual is recorded in other current liabilities in our condensed consolidated balance sheet and the amount attributable to each segment is as follows:

 

september3 september3 september3 september3 september3 september3
(in thousands)    June 30, 2011      Expense     

Asset

Write-down

    Cash
Expenditures
    Translation     March 31, 2012  

Industrial

              

Severance

   $ 7,811       $ -           $ -          $ (6,136   $ (179   $ 1,496   

Facilities

     525         -             -            (500     (25     -       

Other

     1,604         -             -            (790     (102     712   

Total Industrial

     9,940         -             -            (7,426     (306     2,208   

Infrastructure

              

Severance

     1,650         -             -            (1,573     (77     -       

Facilities

     269         -             -            (226     (10     33   

Other

     852         -             -            (339     (44     469   

Total Infrastructure

     2,771         -             -            (2,138     (131     502   

Total

   $ 12,711       $ -           $ -          $ (9,564   $ (437   $ 2,710   
                                                    
(in thousands)    June 30, 2010      Expense     

Asset

Write-down

    Cash
Expenditures
    Translation     June 30, 2011  

Industrial

              

  Severance

   $ 18,327       $ 4,363       $ -          $ (16,510   $ 1,631      $ 7,811   

  Facilities

     508         2,318         (1,857     (444     -            525   

  Other

     403         2,031         -            (931     101        1,604   

  Total Industrial

     19,238         8,712         (1,857     (17,885     1,732        9,940   

Infrastructure

              

  Severance

     7,637         2,484         -            (9,399     928        1,650   

  Facilities

     211         1,319         (1,057     (204     -            269   

  Other

     168         1,156         -            (530     58        852   

  Total Infrastructure

     8,016         4,959         (1,057     (10,133     986        2,771   

Total

   $ 27,254       $ 13,671       $ (2,914   $ (28,018   $ 2,718      $ 12,711   
                                                    

 

9.

STOCK-BASED COMPENSATION

On October 26, 2010, the Company’s shareowners approved the Kennametal Inc., Stock and Incentive Plan of 2010 (the 2010 Plan). The 2010 Plan authorizes the issuance of up to 3,500,000 shares of the Company’s common stock plus the remaining shares from the Kennametal Inc., Stock Incentive Plan of 2002, as amended (the 2002 Plan). Shares can be issued in the form of incentive stock options, non-statutory stock options, stock appreciation rights, performance share awards, performance unit awards, restricted stock awards, restricted unit awards and share awards.

Stock Options

The assumptions used in our Black-Scholes valuation related to grants made during the nine months ended March 31, 2012 and 2011 were as follows:

 

      2012          2011    

Risk-free interest rate

     1.2%           1.4%   

Expected life (years) (2)

     4.5             4.5     

Expected volatility (3)

     47.5%           47.0%   

Expected dividend yield

     1.5%           2.0%   

(2)   Expected life is derived from historical experience.

(3)   Expected volatility is based on the historical volatility of our common stock.

 

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KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

Changes in our stock options for the nine months ended March 31, 2012 were as follows:

 

                  Weighted         
           Weighted      Average      Aggregate  
           Average      Remaining      Intrinsic value  
      Options     Exercise Price      Life (years)      (in thousands)  

Options outstanding, June 30, 2011

     3,388,003      $ 26.50          

Granted

     354,618        38.95          

Exercised

     (730,000     24.89          

Lapsed and forfeited

     (50,675     30.22                      

Options outstanding, March 31, 2012

     2,961,946      $ 28.32          6.0       $ 48,000   
                                    

Options vested and expected to vest, March 31, 2012

     2,895,598      $ 28.28          5.9       $ 47,056   
   

Options exercisable, March 31, 2012

     1,775,085      $ 27.76          4.8       $ 29,774   
                                    

During the nine months ended March 31, 2012 and 2011, compensation expense related to stock options was $4.6 million and $4.2 million, respectively. As of March 31, 2012, the total unrecognized compensation cost related to options outstanding was $4.5 million and is expected to be recognized over a weighted average period of 2.0 years.

Weighted average fair value of options granted during the nine months ended March 31, 2012 and 2011 was $13.84 and $9.22, respectively. Fair value of options vested during the nine months ended March 31, 2012 and 2011 was $4.6 million and $4.4 million, respectively.

Tax benefits, relating to excess stock-based compensation deductions, are presented in the statement of cash flow as financing cash inflows. Tax benefits resulting from stock-based compensation deductions exceeded amounts reported for financial reporting purposes by $3.9 million and $2.4 million for the nine months ended March 31, 2012 and 2011, respectively.

The amount of cash received from the exercise of capital stock options during the nine months ended March 31, 2012 and 2011 was $17.9 million and $11.3 million, respectively. The related tax benefit for the nine months ended March 31, 2012 and 2011 was $4.0 million and $2.6 million, respectively. The total intrinsic value of options exercised during the nine months ended March 31, 2012 and 2011 was $13.2 million and $8.0 million, respectively.

Under the provisions of the 2010 Plan participants may deliver stock, owned by the holder for at least six months, in payment of the option price and receive credit for the fair market value of the shares on the date of delivery. The fair market value of shares delivered during the nine months ended March 31, 2012 and 2011 was $0.4 million and $0.6 million, respectively.

Restricted Stock Awards

Changes in our restricted stock awards for the nine months ended March 31, 2012 were as follows:

 

           Weighted  
           Average Fair  
      Shares     Value  

Unvested restricted stock awards, June 30, 2011

     89,315      $ 32.90    

Vested

     (64,412     34.46    

Forfeited

     (582     29.60    

Unvested restricted stock awards, March 31, 2012

     24,321      $ 28.85    
                  

During the nine months ended March 31, 2012 and 2011, compensation expense related to restricted stock awards was $0.8 million and $1.6 million, respectively. As of March 31, 2012, the total unrecognized compensation cost related to unvested restricted stock awards was $0.2 million and is expected to be recognized over a weighted average period of 0.4 years.

 

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KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

Restricted Stock Units – Time Vesting and Performance Vesting

Performance vesting restricted stock units (performance units) were granted to certain individuals. These performance units are earned pro rata each year if certain performance goals are met over a 3-year period, and are also subject to a service condition that requires the individual to be employed by the Company at the payment date after the 3-year performance period, with the exception of retirement eligible grantees, who upon retirement are entitled to receive payment for any units that have been earned, including a prorated portion in the partially completed fiscal year in which the retirement occurs.

Changes in our time vesting and performance vesting restricted stock units for the nine months ended March 31, 2012 were as follows:

 

september30 september30 september30 september30
            Performance               
     Performance      Vesting            Time Vesting  
     Vesting      Weighted            Weighted  
     Stock      Average Fair      Time Vesting     Average Fair  
      Units      Value      Stock Units     Value  

Unvested performance vesting and time vesting restricted stock units, June 30, 2011

     116,368       $ 26.89         906,082      $ 25.81   

Granted

     129,977         38.95         335,327        38.95   

Vested

             -                 -         (239,824     25.89   

Forfeited

             -                 -         (38,511     31.12   

Unvested performance vesting and time vesting restricted stock units, March 31, 2012

     246,345       $ 31.27         963,074      $ 30.16   
                                    

During the nine months ended March 31, 2012 and 2011, compensation expense related to time vesting and performance vesting restricted stock units was $11.6 million and $8.6 million, respectively. As of March 31, 2012, the total unrecognized compensation cost related to unvested time vesting and performance vesting restricted stock units was $17.7 million and is expected to be recognized over a weighted average period of 2.3 years.

Restricted Stock Units – STEP

On November 26, 2007, the Company adopted a one-time, long-term equity program, the Kennametal Inc. 2008 Strategic Transformational Equity Program, under the 2002 Plan (STEP). The STEP was designed to compensate participating executives for achievement of certain performance conditions during the period which began on October 1, 2007 and ended on September 30, 2011. Each participant was awarded a maximum number of restricted stock units, each representing a contingent right to receive one share of capital stock of the Company to the extent the unit was earned during the performance period and would have become payable under the STEP. The performance conditions were based on the Company’s total shareholder return (TSR) which governed 35 percent of the awarded restricted stock units, and cumulative adjusted earnings per share (EPS), which governed 65 percent of the awarded restricted stock units. The performance period for the STEP ended on September 30, 2011 and the minimum threshold levels of performance were not achieved. Therefore, all outstanding restricted stock units were forfeited by participating executives. As of March 31, 2012, no restricted stock units had been earned or paid under the STEP. There were no voting rights or dividends associated with restricted stock units under the STEP.

Changes to the EPS performance-based portion of the STEP restricted stock units for the nine months ended March 31, 2012 were as follows:

 

            Weighted  
     Stock      Average Fair  
      Units      Value  

Unvested EPS performance-based restricted stock units, June 30, 2011

     431,789       $ 35.23   

Forfeited

     (431,789)         35.23   

Unvested EPS performance-based restricted stock units, March 31, 2012

         -       $ -       
                   

 

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KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

Changes to the TSR performance-based portion of the STEP restricted stock units for the nine months ended March 31, 2012 were as follows:

 

septmeber septmeber
           Weighted  
     Stock     Average Fair  
      Units     Value  

Unvested TSR performance-based restricted stock units, June 30, 2011

     232,497      $ 8.21   

Forfeited

     (232,497     8.21   

Unvested TSR performance-based restricted stock units, March 31, 2012

     -          $ -       
                  

During the nine months ended March 31, 2012 and 2011, compensation expense related to STEP restricted stock units was $0.2 million and $0.3 million, respectively.

 

10.

BENEFIT PLANS

We sponsor several defined benefit pension plans. Additionally, we provide varying levels of postretirement health care and life insurance benefits to some U.S. employees.

The table below summarizes the components of net periodic pension cost:

 

september september september september
     Three Months Ended     Nine Months Ended  
     March 31,     March 31,  
(in thousands)    2012     2011     2012     2011  

Service cost

   $ 1,728      $ 1,927      $ 5,178      $ 5,748   

Interest cost

     10,402        10,319        31,113        30,776   

Expected return on plan assets

     (12,752     (12,074     (38,168     (36,146

Amortization of transition obligation

     16        13        48        39   

Amortization of prior service credit

     (46     (70     (139     (211

Settlement loss

     268        277        787        810   

Recognition of actuarial losses

     2,066        3,076        6,190        9,208   

Net periodic pension cost

   $ 1,682      $ 3,468      $ 5,009      $ 10,224   
                                  

The table below summarizes the components of the net periodic other postretirement benefit cost:

  

     Three Months Ended     Nine Months Ended  
     March 31,     March 31,  
(in thousands)    2012     2011     2012     2011  

Service cost

   $ 19      $ 19      $ 56      $ 57   

Interest cost

     257        259        772        777   

Amortization of prior service cost

     (22     -        (67     -   

Recognition of actuarial gains

     (14     (47     (42     (142

Net periodic other postretirement benefit cost

   $ 240      $ 231      $ 719      $ 692   
                                  

 

11.

INVENTORIES

We used the last-in, first-out (LIFO) method of valuing inventories for approximately 49 percent and 50 percent of total inventories at March 31, 2012 and June 30, 2011, respectively. Because inventory valuations under the LIFO method are based on an annual determination of quantities and costs as of June 30 of each year, the interim LIFO valuations are based on our projections of expected year-end inventory levels and costs. Therefore, the interim financial results are subject to any final year-end LIFO inventory adjustments.

 

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KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

Inventories consisted of the following:

 

0000000000 0000000000
(in thousands)   

March 31,

2012

   

June 30,

2011

 

Finished goods

   $ 349,671      $ 303,716   

Work in process and powder blends

     256,215        202,940   

Raw materials

     147,590        109,683   

Inventories at current cost

     753,476        616,339   

Less: LIFO valuation

     (122,606     (96,366

Total inventories

   $ 630,870      $ 519,973   
   

 

12.

LONG-TERM DEBT AND CAPITAL LEASES

On February 14, 2012, we issued $300 million of 3.875 percent Senior Unsecured Notes due in 2022. Interest will be paid semi-annually on February 15 and August 15 of each year. We settled forward starting interest rate swap contracts related to the bond issuance as further discussed in Note 7. We intend to apply the net proceeds from this notes offering to the repayment of our outstanding 7.20 percent Senior Unsecured Notes at their June 15, 2012 maturity. Pending such use, proceeds will be utilized to repay outstanding indebtedness under our credit facility and for general corporate purposes.

The 7.20 percent 10 year Senior Unsecured Notes issued in June 2002 with an aggregate face amount of $300 million were reclassified to current maturities of long-term debt as of June 30, 2011.

On October 21, 2011, we entered into an amendment to our 2010 Credit Agreement, which is used to augment cash from operations and as an additional source of funds. The five-year, multi-currency, revolving credit facility (2011 Credit Agreement) permits revolving credit loans of up to $600.0 million for working capital, capital expenditures and general corporate purposes. The 2011 Credit Agreement allows for borrowings in U.S. dollars, euro, Canadian dollars, pound sterling and Japanese yen. Interest payable under the 2011 Credit Agreement is based upon the type of borrowing under the facility and may be (1) LIBOR plus an applicable margin, (2) the greater of the prime rate or the Federal Funds effective rate plus an applicable margin, or (3) fixed as negotiated by us.

The 2011 Credit Agreement requires us to comply with various restrictive and affirmative covenants, including two financial covenants: a maximum leverage ratio and a minimum consolidated interest coverage ratio (as those terms are defined in the agreement). We were in compliance with these financial covenants as of March 31, 2012. We had $29.2 million of borrowings outstanding under the 2011 Credit Agreement as of March 31, 2012. We had no borrowings outstanding under the 2010 Credit Agreement as of June 30, 2011.

Borrowings under the 2011 Credit Agreement are guaranteed by our significant domestic subsidiaries.

Fixed rate debt had a fair market value of $604.6 million and $315.8 million at March 31, 2012 and June 30, 2011, respectively. The fair value is determined based on the quoted market price of this debt as of March 31, 2012 and June 30, 2011, respectively.

 

13.

ENVIRONMENTAL MATTERS

The operation of our business has exposed us to certain liabilities and compliance costs related to environmental matters. We are involved in various environmental cleanup and remediation activities at certain of our locations.

Superfund Sites We are involved as a Potentially Responsible Party (PRP) at various sites designated by the U.S. Environmental Protection Agency (USEPA) as Superfund sites. For certain of these sites, we have evaluated the claims and potential liabilities and have determined that neither are material, individually or in the aggregate. For certain other sites, proceedings are in the very early stages and have not yet progressed to a point where it is possible to estimate the ultimate cost of remediation, the timing and extent of remedial action that may be required by governmental authorities or the amount of our liability alone or in relation to that of any other PRPs.

Other Environmental Matters We establish and maintain reserves for other potential environmental costs, which amounted to $4.3 million and $5.4 million as of March 31, 2012 and June 30, 2011, respectively. This accrual represents anticipated costs associated with the remediation of these issues. For the nine months ended March 31, 2012 we recorded favorable foreign currency translation adjustments of $0.4 million, an adjustment of $0.4 million and cash payments of $0.3 million against the reserve.

 

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KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

The reserves we have established for environmental liabilities represent our best current estimate of the costs of addressing all identified environmental situations, based on our review of currently available evidence, and taking into consideration our prior experience in remediation and that of other companies, as well as public information released by the USEPA, other governmental agencies, and by the PRP groups in which we are participating. Although the reserves currently appear to be sufficient to cover these environmental liabilities, there are uncertainties associated with environmental liabilities, and we can give no assurance that our estimate of any environmental liability will not increase or decrease in the future. The reserved and unreserved exposures for all environmental concerns could change substantially due to factors such as the nature and extent of contamination, changes in remedial requirements, technological changes, discovery of new information, the financial strength of other PRPs, the identification of new PRPs and the involvement of and direction taken by the government on these matters.

We maintain a Corporate Environmental, Health and Safety (EHS) Department, as well as an EHS Steering Committee, to monitor compliance with environmental regulations and to oversee remediation activities. In addition, we have designated EHS coordinators who are responsible for each of our global manufacturing facilities. Our financial management team periodically meets with members of the Corporate EHS Department and the Corporate Legal Department to review and evaluate the status of environmental projects and contingencies. On a quarterly basis, we review financial provisions and reserves for environmental contingencies and adjust these reserves when appropriate.

 

14.

INCOME TAXES

The effective income tax rate for the three months ended March 31, 2012 and 2011 was 20.4 percent and 19.1 percent, respectively. The current year rate was unfavorably impacted by non-deductible acquisition related costs. These drivers were partially offset by favorable adjustments to certain tax reserves and the impact of stronger earnings in our pan European business model.

The effective income tax rate for the nine months ended March 31, 2012 and 2011 was 20.3 percent and 22.0 percent, respectively. The current year rate was favorably impacted by a $5.6 million reduction of a valuation allowance in the Netherlands, as well as the favorable impact of stronger operating results under our pan-European business strategy.

 

15.

EARNINGS PER SHARE

Basic earnings per share are computed using the weighted average number of shares outstanding during the period, while diluted earnings per share are calculated to reflect the potential dilution that may occur related to the issuance of capital stock through grants of capital stock options, restricted stock awards and restricted stock units. The difference between basic and diluted earnings per share relates solely to the effect of capital stock options, restricted stock awards and restricted stock units.

For purposes of determining the number of diluted shares outstanding, weighted average shares outstanding for basic earnings per share calculations were increased due solely to the dilutive effect of unexercised capital stock options, unvested restricted stock awards and unvested restricted stock units by 1.4 million shares for both the three months ended March 31, 2012 and 2011, respectively, and 1.3 million shares and 1.0 million shares for the nine months ended March 31, 2012 and 2011, respectively. Unexercised capital stock options, restricted stock units and restricted stock awards of 0.2 million shares for the three months ended March 31, 2012 and for the nine months ended March 31, 2012 and 2011 of 0.4 million and 0.7 million shares, respectively, were not included in the computation of diluted earnings per share because the inclusion would have been anti-dilutive. For the three months ended March 31, 2011 anti-dilutive shares were immaterial.

 

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KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

16.

EQUITY

A summary of the changes in the carrying amounts of total equity, Kennametal shareowners’ equity and equity attributable to noncontrolling interests as of March 31, 2012 and 2011 is as follows:

 

    Kennametal Shareowners’ Equity              
(in thousands)  

Capital

stock

   

Additional

paid-in

capital

   

Retained

earnings

   

Accumulated

other

comprehensive

income

   

Non-

controlling

interests

    Total equity  

Balance as of June 30, 2011

  $     101,411      $ 470,758      $ 983,374      $ 82,529      $ 20,569      $ 1,658,641   

Net income

    -            -            221,182        -            3,099        224,281   

Other comprehensive loss

    -            -            -            (77,188     (2,249     (79,437

Dividend reinvestment

    8        195        -            -            -            203   

Capital stock issued under employee benefit and stock plans

    1,124        34,963        -            -            -            36,087   

Purchase of capital stock

    (2,508     (64,278     -            -            -            (66,786

Cash dividends paid

    -            -            (32,334     -            (167     (32,501

Noncontrolling interest acquisition

    -            -            -            -            5,211        5,211   

Total equity, March 31, 2012

  $ 100,035      $ 441,638      $      1,172,222      $ 5,341      $ 26,463      $     1,745,699   
    Kennametal Shareowners’ Equity              
(in thousands)  

Capital

stock

   

Additional

paid-in

capital

   

Retained

earnings

   

Accumulated

other

comprehensive

(loss) income

   

Non-

controlling

interests

    Total equity  

Balance as of June 30, 2010

  $     102,379      $ 492,454      $ 793,448      $ (72,781   $ 17,943      $ 1,333,443   

Net income

    -            -            143,073        -            2,376        145,449   

Other comprehensive income

    -            -            -            108,896        2,030        110,926   

Dividend reinvestment

    9        225        -            -            -            234   

Capital stock issued under employee benefit and stock plans

    762        28,035        -            -            -            28,797   

Purchase of capital stock

    (883     (25,574     -            -            -            (26,457

Cash dividends paid

    -            -            (29,873     -            (132     (30,005

Total equity, March 31, 2011

  $ 102,267      $ 495,140      $         906,648      $ 36,115      $ 22,217      $     1,562,387   
   

The amounts of comprehensive income attributable to Kennametal shareowners and noncontrolling interests are disclosed in Note 17.

 

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KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

 

17.

COMPREHENSIVE INCOME

Comprehensive income is as follows:

 

    

Three Months Ended

March 31,

   

Nine Months Ended

March 31,

 
(in thousands)    2012     2011     2012     2011  

Net income

   $ 76,237      $ 65,203      $ 224,281      $ 145,449   

Unrealized (loss) gain on derivatives designated and qualified as cash flow hedges, net of income tax (benefit) expense of ($0.0) million, $0.1 million, ($7.3) million and $1.4 million, respectively

     (57     98        (11,591     2,285   

Reclassification of unrealized (gain) loss on expired derivatives designated and qualified as cash flow hedges, net of income tax expense (benefit) of $0.1 million, ($0.1) million, ($0.0) million and ($0.2) million, respectively

     (88     142        35        365   

Unrecognized net pension and other postretirement benefit (loss) gain, net of income tax (benefit) expense of ($0.2) million, ($0.3) million, $0.2 million and ($0.8) million, respectively

     (672     (1,294     393        (2,916

Reclassification of net pension and other postretirement benefit loss, net of income tax benefit of $0.7 million, $1.0 million, $2.2 million and $2.9 million, respectively

     1,291        1,868        3,864        5,588   

Foreign currency translation adjustments, net of income tax expense (benefit) of $17.2 million, $29.0 million, ($42.8) million and $ 11.3 million, respectively

     28,603        38,646        (72,138     105,604   

Total comprehensive income

     105,314        104,663        144,844        256,375   

Comprehensive income attributable to noncontrolling interests

     1,323        1,258        850        4,406   

Comprehensive income attributable to Kennametal Shareowners

   $         103,991      $         103,405      $         143,994      $         251,969   
   

 

18.

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of cost over the fair value of the net assets of acquired companies. Goodwill and other intangible assets with indefinite lives are tested at least annually for impairment. We perform our annual impairment tests during the June quarter in connection with our annual planning process, unless there are impairment indicators that warrant a test prior to that. We have noted no impairment indicators warranting additional testing.

A summary of the carrying amount of goodwill attributable to each segment, as well as the changes in such, is as follows:

 

(in thousands)    Industrial     Infrastructure     Total  

Goodwill

   $ 411,945      $ 250,225      $ 662,170   

Accumulated impairment losses

     (150,842     -          (150,842

Balance as of June 30, 2011

   $ 261,103      $ 250,225      $ 511,328   
   

Acquisition

   $ -        $ 235,883      $ 235,883   

Translation

     (10,679     (5,184     (15,863

Change in goodwill

     (10,679     230,699        220,020   

Goodwill

     401,266        480,924        882,190   

Accumulated impairment losses

     (150,842     -          (150,842

Balance as of March 31, 2012

   $         250,424      $         480,924      $         731,348   
   

 

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Table of Contents

KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

The components of our other intangible assets were as follows:

 

     Estimated      March 31, 2012     June 30, 2011  
(in thousands)   

Useful Life

(in years)

    

Gross Carrying

Amount

    

Accumulated

Amortization

   

Gross Carrying

Amount

    

Accumulated

Amortization

 

Contract-based

     4 to 15       $ 21,089       $ (5,659   $ 6,349       $ (5,380

Technology-based and other

     4 to 15         38,405         (24,693     39,743         (25,442

Customer-related

     10 to 20         182,527         (41,867     113,977         (38,275

Unpatented technology

     15 to 30         47,529         (6,319     19,540         (4,740

Trademarks

     5 to 20         14,236         (7,162     10,902         (4,875

Trademarks

     Indefinite         36,838         -            40,480         -       

Total

      $ 340,624       $ (85,700   $ 230,991       $ (78,712
   

As of March 1, 2012 we acquired Stellite in our Infrastructure segment. As a result we increased goodwill by $235.9 million and other intangible assets by $102.7 million based on preliminary purchase price allocations. These allocations are subject to revision based upon the finalization of the valuation of net assets expected to be completed in the fourth quarter of 2012. We recorded customer-related intangible assets of $72.7 million with an estimated useful life of 20 years, technology-based intangible assets of $28.3 million with an estimated useful life of 15 - 17 years and trademarks of $1.7 million with an estimated useful life of 5 years. These intangible assets will be amortized using the straight-line method over their respective estimated useful lives.

During the nine months ended March 31, 2012, we entered into a technology license agreement in our Infrastructure segment. This resulted in a $15.0 million increase of contract-based intangible assets. The technology license agreement will be amortized using the straight-line method over an estimated useful life of 10 years.

During the nine months ended March 31, 2012, we recorded amortization expense of $11.0 million related to our other intangible assets and unfavorable foreign currency translation adjustments of $4.1 million.

 

19.

SEGMENT DATA

Kennametal delivers productivity to customers seeking peak performance in demanding environments by providing innovative custom and standard wear-resistant solutions, enabled through our advanced materials sciences, application knowledge and commitment to a sustainable environment. Our product offering includes a wide array of standard and custom solution products in metalworking, such as metalcutting tools and tooling systems, and advanced materials, such as cemented tungsten carbide products, to address customer demands. These products are offered through a variety of channels via an enterprise approach to customers in both of our operating segments.

The Industrial segment serves customers that operate in industrial end markets such as aerospace, defense, transportation and general engineering. The customers in these end markets manufacture engines, airframes, automobiles, trucks, ships and various industrial goods. The technology needs and level of customization vary by customer and industry served. We deliver value to our Industrial segment customers through our application expertise and diverse product offering.

The Infrastructure segment, which includes the Stellite acquisition, serves customers that operate in the earthworks and energy end markets. These customers support primary industries such as oil and gas, power generation, underground mining, surface and hard rock mining, highway construction and road maintenance. Generally, our Infrastructure segment customers are served through a customer intimacy model that allows us to offer full system solutions by gaining an in-depth understanding of our customers’ engineering needs. Our product offering promotes value by bringing enhanced performance and productivity to our customers’ processes and systems.

Corporate expenses related to executive retirement plans, the Company’s Board of Directors and strategic initiatives, as well as certain other costs, are reported as Corporate.

 

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KENNAMETAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

Our external sales and operating income by segment are as follows:

 

    

Three Months Ended

March 31,

   

Nine Months Ended

March 31,

 
(in thousands)    2012     2011     2012     2011  

External sales:

        

Industrial

   $ 418,554      $ 391,763      $ 1,246,261      $ 1,091,560   

Infrastructure

     277,857        223,067        750,769        618,196   

Total external sales

   $ 696,411      $ 614,830      $ 1,997,030      $ 1,709,756   
   

Operating income:

        

Industrial

   $ 71,195      $ 54,145      $ 206,778      $ 132,410   

Infrastructure

     34,060        35,639        99,927        83,708   

Corporate

     (1,963     (2,007     (7,754     (9,212

Total operating income

   $ 103,292      $ 87,777      $ 298,951      $ 206,906   
   

Interest expense

   $ 8,003      $ 5,767      $ 18,746      $ 17,294   

Other (income) expense, net

     (486     1,413        (1,169     3,071   

Income before income taxes

   $          95,775      $          80,597      $          281,374      $          186,541   
   

 

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

 

OVERVIEW

Kennametal Inc. is a leading global manufacturer and supplier of tooling, engineered components and advanced materials consumed in production processes. We believe that our reputation for manufacturing excellence, as well as our technological expertise and innovation in our principal products, has helped us to achieve a leading market presence in our primary markets. We believe we are one of the largest global providers of consumable metalcutting tools and tooling supplies. End users of our products include metalworking manufacturers and suppliers across a diverse array of industries, including the aerospace, defense, transportation, machine tool, light machinery and heavy machinery industries, as well as manufacturers, producers and suppliers in a number of other industries including coal mining, highway construction, quarrying, and oil and gas exploration and production industries. Our end users’ products include items ranging from airframes to coal mining, engines to oil wells and turbochargers to construction.

On March 1, 2012, we acquired all of the shares of Deloro Stellite Holdings 1 Limited (Stellite) pursuant to the terms of the Share Sale and Purchase Agreement dated January 13, 2012. The UK-based Stellite is a global manufacturer and provider of alloy-based critical wear solutions for extreme environments involving high temperature, corrosion and abrasion. Stellite employs approximately 1,300 people across seven primary operating facilities globally, including locations in the U.S., Canada, Germany, Italy, India and China. Stellite’s proprietary metal alloys, materials expertise, engineering design and fabrication capabilities complement Kennametal’s current business in the oil and gas, power generation, transportation and aerospace end markets. This acquisition is in alignment with our growth strategy and positions us to further achieve geographic and end market balance.

We acquired Stellite for a purchase price of approximately $383 million and funded the acquisition through existing credit facilities and operating cash flows, and remain committed to maintaining our investment grade ratings. The transaction is expected to be accretive to earnings in the fiscal year ending June 30, 2013.

We experienced strong growth for the March quarter across both business segments and all regions. Our sales of $696.4 million for the quarter ended March 31, 2012 grew 13 percent compared to sales for the March quarter one year ago. Sales growth was primarily due to organic growth which includes both volume and price and the impact of the Stellite acquisition.

We consumed higher cost raw materials in the quarter, while price levels remained unchanged. We had previously executed appropriate pricing actions and have continued to maintain our cost discipline during the quarter. We continue to monitor changes in raw material costs to ensure appropriate pricing.

Operating income was $103.3 million, an increase of $15.5 million compared to operating income of $87.8 million in the prior year quarter. The increase in operating income was driven by higher sales volume and price, partially offset by higher raw material costs and acquisition related charges.

We delivered a record March quarter earnings per diluted share of $0.93.

We had cash inflow from operating activities of $164.2 million during the nine months ended March 31, 2012, driven by our operating performance. Capital expenditures were $60.7 million during the nine months ended March 31, 2012.

In addition, we invested further in technology and innovation to continue delivering a high level of new products to our customers. Research and development expenses included in operating expense totaled $9.1 million for the three months ended March 31, 2012.

The following narrative provides further discussion and analysis of our results of operations, liquidity and capital resources, as well as other pertinent matters.

RESULTS OF CONTINUING OPERATIONS

SALES

Sales for the three months ended March 31, 2012 were $696.4 million, an increase of $81.6 million, or 13 percent, from $614.8 million in the prior year quarter. Sales increased due to organic growth of 8 percent and the impacts of acquisition of 4 percent and more business days of 3 percent, partially offset by an unfavorable impact from foreign currency. The improvement in sales was driven by better performance in both business segments and across all regions. Organic sales growth drivers were aerospace and defense of 14 percent, earthworks market of 12 percent, energy markets of 12 percent, general engineering of 7 percent while the transportation end market sales remained at a relatively similar level as the prior year.

 

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

 

 

Sales for the nine months ended March 31, 2012 were $1,997.0 million, an increase of $287.2 million or 17 percent, from $1,709.8 million in the prior year quarter. Sales increased due to organic growth of 13 percent, the impact of more business days of 2 percent and a slightly favorable impact due to both acquisition and foreign currency effects. The improvement in sales was driven by better performance in both business segments and across all regions. Organic sales growth drivers were energy markets of 18 percent, earthworks market of 14 percent, general engineering of 13 percent, aerospace and defense of 13 percent and transportation of 7 percent.

GROSS PROFIT

Gross profit for the three months ended March 31, 2012 was $246.4 million, an increase of $16.4 million from $230.0 million in the prior year quarter. This increase was primarily due to an organic sales increase of $52 million, partially offset by higher raw material costs. The gross profit margin for the three months ended March 31, 2012 was 35.4 percent, as compared to 37.4 percent generated in the prior year quarter.

Gross profit for the nine months ended March 31, 2012 was $729.4 million, an increase of $110.7 million from $618.7 million in the prior year quarter. This increase was primarily due to an organic sales increase of $226.2 million, partially offset by higher raw material costs. The gross profit margin for the nine months ended March 31, 2012 was 36.5 percent, as compared to 36.2 percent generated in the prior year quarter.

OPERATING EXPENSE

Operating expense for the three months ended March 31, 2012 increased $0.6 million or less than 1 percent to $138.9 million compared to $138.3 million in the prior year quarter. The increase is primarily due to acquisition related costs of $5.7 million and Stellite operating expenditures of $2.5 million, partially offset by lower professional fees of $3.4 million, a decrease in restructuring and related charges of $2.5 million and favorable currency effects of $1.8 million.

Operating expense for the nine months ended March 31, 2012 increased $24.1 million or 6.1 percent to $419.5 million compared to $395.4 million in the prior year quarter. The increase is primarily due to an increase in employment costs of $13.5 million, including higher sales compensation of $8.1 million due to better operating performance, acquisition related costs of $5.7 million, Stellite operating expenditures of $2.5 million and an unfavorable impact of foreign currency effects of $6.9 million, partially offset by a decrease in restructuring and related charges of $3.2 million.

RESTRUCTURING CHARGES

During fiscal year 2011, we completed our restructuring plans to reduce costs and improve operating efficiencies. These actions related to the rationalization of certain manufacturing and service facilities as well as other employment cost reduction programs. As the restructuring programs were completed in fiscal 2011, there were no restructuring and related charges for the three and nine months ended March 31, 2012. The Company’s restructuring programs are delivering annual ongoing pre-tax savings of approximately $170 million now that all programs are fully implemented.

Restructuring and related charges recorded during the three months ended March 31, 2011 amounted to $5.5 million, including $1.6 million of restructuring charges, of which $0.6 million were related to inventory disposals and recorded in cost of goods sold. Restructuring related charges of $1.5 million and $2.4 million were recorded in cost of goods sold and operating expense, respectively, during the three months ended March 31, 2011.

Restructuring and related charges recorded during the nine months ended March 31, 2011 amounted to $14.9 million, including $8.7 million of restructuring charges, of which $1.0 million were related to inventory disposals and recorded in cost of goods sold. Restructuring related charges of $3.0 million and $3.2 million were recorded in cost of goods sold and operating expense, respectively, during the nine months ended March 31, 2011.

INTEREST EXPENSE

Interest expense for the three months ended March 31, 2012 of $8.0 million increased $2.2 million or 38.8 percent, from $5.8 million in the prior year quarter due to increased borrowings. Interest expense for the nine months ended March 31, 2012 of $18.7 million increased $1.4 million or 8.4 percent, from $17.3 million in the prior year quarter due to increased borrowings

 

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

 

 

OTHER (INCOME) EXPENSE, NET

Other income, net for the three months ended March 31, 2012 was $0.5 million compared to other expense, net of $1.4 million for the prior year quarter. The increase was primarily driven by favorable foreign currency transaction results of $1.5 million.

Other income, net for the nine months ended March 31, 2012 was $1.2 million compared to other expense, net of $3.1 million for the prior year quarter. The increase was primarily driven by favorable foreign currency transaction results of $3.9 million.

INCOME TAXES

The effective income tax rate for the three months ended March 31, 2012 and 2011 was 20.4 percent and 19.1 percent, respectively. The current year rate was unfavorably impacted by non-deductible acquisition related costs. These drivers were partially offset by favorable adjustments to certain tax reserves and the impact of stronger earnings in our pan European business model.

The effective income tax rate for the nine months ended March 31, 2012 and 2011 was 20.3 percent and 22.0 percent, respectively. The current year rate was favorably impacted by a $5.6 million reduction of a valuation allowance in the Netherlands as well as the favorable impact of stronger operating results under our pan-European business strategy.

During the quarter, we implemented a strategy that would provide incremental taxable income in the Netherlands. Based on this assessment, we believe that it is more likely than not that we will be able to realize an additional portion of the net deferred tax assets in this jurisdiction. With respect to the other jurisdictions, we will continue to monitor our ability to realize the net deferred tax assets in these jurisdictions, and if appropriate, will adjust the valuation allowance. Such an adjustment may result in a material reduction to tax expense in the period the adjustment occurs.

BUSINESS SEGMENT REVIEW

We operate two reportable segments consisting of Industrial and Infrastructure. Expenses that are not allocated are reported in Corporate. Segment determination is based upon internal organizational structure, the manner in which we organize segments for making operating decisions and assessing performance, the availability of separate financial results and materiality considerations.

INDUSTRIAL

 

     Three Months Ended
March 31,
    

Nine Months Ended

March 31,

 
(in thousands)    2012      2011      2012      2011  

External sales

   $     418,554       $     391,763       $     1,246,261       $     1,091,560   

Operating income

     71,195         54,145         206,778         132,410   

For the three months ended March 31, 2012, Industrial external sales increased by 6.8 percent driven by organic sales growth of 5 percent and the impact of more business days of 4 percent, partially offset by unfavorable foreign currency effects. On an organic basis, sales growth was led by aerospace and defense growth of 14 percent and general engineering growth of 7 percent, while transportation end market sales remained at a relatively similar level as the prior year. The aerospace and defense end markets’ growth is due to the significant increase in commercial aircraft production. Growth in the general engineering end markets is attributable to new orders for industrial machinery as manufacturers have increased their capital spending, as well as increased metalworking machinery production driven by a modest reacceleration of the global economy. On a regional basis, organic sales increased by approximately 12 percent in the Americas, 11 percent in Europe and were relatively flat in Asia due to strong comparisons to the prior year. The increase in the Americas and Europe was driven by growth in the general engineering end markets. For comparison purposes, organic sales increased by approximately 32 percent in Asia, 29 percent in Europe and 23 percent in the Americas during the three months ended March 31, 2011.

For the three months ended March 31, 2012, Industrial operating income increased $17.1 million. The primary drivers of the increase in operating income were higher organic sales of $21.3 million, partially offset by an increase in raw material costs.

 

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

 

 

For the nine months ended March 31, 2012, Industrial external sales increased by 14.2 percent, driven by organic sales growth of 12 percent, favorable foreign currency effects and the impact of more business days. On an organic basis, sales increased in all served market sectors led by strong growth in general engineering of 13 percent, aerospace and defense of 13 percent and transportation of 7 percent. Growth in the general engineering end markets is attributable to new orders for industrial machinery as manufacturers have increased their capital spending as well as increased metalworking machinery production driven by a reaccelerating economy. The aerospace and defense end markets’ growth is due to a significant increase in commercial aircraft production and the growth in the transportation end markets was due to an overall increase in global vehicles sales and production. On a regional basis, organic sales increased by approximately 15 percent in Europe, 15 percent in the Americas and 2 percent in Asia. The increase in the Americas and Europe was driven by growth in the general engineering end markets, and the growth in Asia was driven by the transportation end markets.

For the nine months ended March 31, 2012, Industrial operating income increased $74.4 million. The primary drivers of the increase in operating income were organic sales growth of $126.3 million, partially offset by higher raw material costs.

INFRASTRUCTURE

 

     Three Months Ended
March 31,
     Nine Months Ended
March 31,
 
(in thousands)    2012      2011      2012      2011  

External sales

   $     277,857       $     223,067       $     750,769       $     618,196   

Operating income

     34,060         35,639         99,927         83,708   

For the three months ended March 31, 2012, Infrastructure external sales increased by 24.6 percent, driven by organic sales growth of 13 percent, 10 percent growth from acquisition and business days also favorably impacted sales by 3 percent, partially offset by unfavorable foreign currency effects. The organic increase was driven by higher sales in the energy and earthworks markets of 12 percent each. Energy related product sales increased due to increased drilling activity. Sales in the earthworks end markets increased due to an increase in construction machinery production. On a regional basis, organic sales increased by approximately 24 percent in Asia, 16 percent in Europe and 13 percent in the Americas. The increase in Asia and the Americas was driven by the performance in the earthworks markets, while the European increase was more evenly split between both the earthworks and energy markets. For comparison purposes, organic sales increased by approximately 20 percent in the Americas, 15 percent in Asia and 11 percent in Europe during the three months ended March 31, 2011.

For the three months ended March 31, 2012, Infrastructure operating income decreased $1.6 million. Operating income included $5.7 million of acquisition related costs. Operating income benefited from higher organic sales of $28.8 million, partially offset in part by an increase in raw material costs and $5.7 million of acquisition related costs.

For the nine months ended March 31, 2012, Infrastructure external sales increased by 21.4 percent, driven by organic sales growth of 16 percent, 4 percent growth from acquisition and favorable foreign currency effects. The organic increase was driven by higher sales in the energy and earthworks markets of 18 percent and 14 percent, respectively. Energy related product sales increased due to higher U.S. and international rig counts, as well as increased shale production and increased natural gas inventories. Sales in the earthworks end markets increased due to mining capacity expansion and the increase in construction machinery production. On a regional basis, organic sales increased by approximately 25 percent in Asia, 15 percent in the Americas and 13 percent in Europe. The increase in Asia and the Americas was driven by the performance in the earthworks markets, while the European increase was more evenly split between both the earthworks and energy markets.

For the nine months ended March 31, 2012, Infrastructure operating income increased $16.2 million. Operating income grew primarily due to higher organic sales of $99.8 million, partially offset by increase in raw material costs.

CORPORATE

 

     Three Months Ended
March 31,
    Nine Months Ended
March 31,
 
(in thousands)            2012             2011             2012             2011  

Corporate unallocated expense

   $    (1,963)    $    (2,007)    $    (7,754)    $    (9,212) 

For the three months ended March 31, 2012, unallocated expense remained relatively flat.

 

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

 

 

For the nine months ended March 31, 2012, unallocated expense decreased $1.5 million to $7.8 million. The decrease was primarily due to lower strategic project spending of $4.7 million, offset by an increase in professional fees of $1.0 million and the timing of certain other charges.

LIQUIDITY AND CAPITAL RESOURCES

Cash flow from operations is our primary source of funding for capital expenditures and internal growth.

On October 21, 2011, we entered into an amendment to our five year, multi-currency, revolving credit facility (2010 Credit Agreement), which is used to augment cash flow from operations and as an additional source of funds. The five-year, multi-currency, revolving credit facility (2011 Credit Agreement) extends to October 2016. The 2011 Credit Agreement permits revolving credit loans of up to $600.0 million for working capital, capital expenditures and general corporate purposes. The 2011 Credit Agreement allows for borrowings in U.S. dollars, euro, Canadian dollars, pound sterling and Japanese yen. Interest payable under the 2011 Credit Agreement is based upon the type of borrowing under the facility and may be (1) LIBOR plus an applicable margin, (2) the greater of the prime rate or the Federal Funds effective rate plus an applicable margin, or (3) fixed as negotiated by us.

The 2011 Credit Agreement requires us to comply with various restrictive and affirmative covenants, including two financial covenants: a maximum leverage ratio and a minimum consolidated interest coverage ratio (as those terms are defined in the agreement). We were in compliance with these financial covenants as of March 31, 2012. We had $29.2 million of borrowings outstanding under the 2011 Credit Agreement as of March 31, 2012. For the nine months ended March 31, 2012 average borrowings outstanding under the 2010 and 2011 Credit Agreements were approximately $117.1 million.

Borrowings under the 2011 Credit Agreement are guaranteed by our significant domestic subsidiaries.

On February 14, 2012, we issued $300 million of 3.875 percent Senior Unsecured Notes due in 2022. Interest will be paid semi-annually on February 15 and August 15 of each year. We intend to apply the net proceeds from this notes offering to the repayment of our outstanding 7.20 percent Senior Unsecured Notes at their June 15, 2012 maturity. Pending such use, proceeds will be utilized to repay outstanding indebtedness under our credit facility and for general corporate purposes.

Our 7.20 percent 10 year Senior Unsecured Notes issued in June 2002 with an aggregate face amount of $300 million were reclassified to current maturities of long-term debt as of June 30, 2011.

We consider the unremitted earnings of our non-U.S. subsidiaries that have not previously been taxed in the U.S., to be permanently reinvested. As of March 31, 2012, cash and cash equivalents of $125 million and short term intercompany advances made by our foreign subsidiaries to our United States parent of $216 million would not be available for use in the United States on a long term basis, without incurring U.S. federal and state income tax consequences. These short term intercompany advances are in the form of intercompany loans made over quarter end to repay borrowings under our revolving credit agreement and have duration of not more than fourteen days. We have not, nor do we anticipate the need to, repatriate funds to the U.S. to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements.

At March 31, 2012, cash and cash equivalents were $125.5 million, total debt, including notes payable and capital lease obligations, was $640.9 million and total Kennametal shareowners’ equity was $1,719.2 million. Our current senior credit ratings are at investment grade levels. We believe that our current financial position, liquidity and credit ratings provide access to the capital markets. We continue to closely monitor our liquidity position and the condition of the capital markets, as well as the counterparty risk of our credit providers.

On March 1, 2012 we acquired Stellite from Duke Street Capital for $382.6 million. We funded the acquisition through existing facilities and operating cash flow, and remain committed to maintaining our investment grade ratings.

There have been no other material changes in our contractual obligations and commitments since June 30, 2011.

 

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

 

 

Cash Flow Provided by Operating Activities

During the nine months ended March 31, 2012, cash flow provided by operating activities was $164.2 million, compared to $125.0 million for the prior year period. Cash flow provided by operating activities for the current year period consisted of net income and non-cash items amounting to an inflow of $308.1 million, partially offset by changes in certain assets and liabilities netting to $143.9 million. Contributing to the changes in certain assets and liabilities was an increase in inventory of $85.3 million driven by higher inventory levels to meet higher demand, a decrease in accounts payable and accrued liabilities of $57.0 million primarily driven by accounts payable payments of $35.1 million and payment of $27.0 million of incentive compensation, a decrease in other of $2.4 million and an increase in accounts receivable of $1.5 million, offset by an increase in accrued income taxes of $2.3 million.

During the nine months ended March 31, 2011, cash flow provided by operating activities consisted of net income and non-cash items amounting to an inflow of $234.4 million, partially offset by changes in certain assets and liabilities netting to $109.4 million. Contributing to the changes in certain assets and liabilities was an increase in inventory of $74.7 million driven by an increase in production to meet higher demand and an increase in accounts receivable of $71.7 million due to higher sales volumes, partially offset by an increase in accounts payable and accrued liabilities of $37.3 million.

Cash Flow Used for Investing Activities

Cash flow used for investing activities was $448.4 million for the nine months ended March 31, 2012, compared to $22.9 million in the prior year period. During the current year period, cash flow used for investing activities included the acquisition of Stellite for $382.6 million and capital expenditures, net of $56.3 million, which consisted primarily of equipment upgrades and $10.0 million for the purchase of a technology license intangible in our Infrastructure segment.

During the nine months ended March 31, 2011, cash flow used for investing activities included capital expenditures, net of $25.3 million, which consisted primarily of an Enterprise Resource Planning system and equipment upgrades.

Cash Flow Provided by (Used for) Financing Activities

Cash flow provided by financing activities was $216.5 million for the nine months ended March 31, 2012 compared to cash flow used for financing activities of $57.7 million in the prior year period. During the current year period, cash flow provided by financing activities included $323.8 million net increase in borrowings, which included the issuance of $300 million of 3.875 percent Senior Unsecured Notes due in 2022 and $29.2 million of borrowings outstanding on our revolving credit facility, and $23.1 million of dividend reinvestment and the effect of employee benefit and stock plans. These cash flows were partially offset by $66.8 million used for the purchase of capital stock, $32.3 million of cash dividends paid to shareowners and $22.4 million payment related to the settlement of forward starting interest rate swap contracts.

During the nine months ended March 31, 2011, cash flow used for financing activities included $29.9 million of cash dividends paid to shareowners, $26.5 million used for the purchase of capital stock and $15.4 million net decrease in borrowings, partially offset by $15.1 million of dividend reinvestment and the effect of employee benefit and stock plans.

FINANCIAL CONDITION

Working capital was $493.2 million at March 31, 2012, an increase of $47.1 million from $446.1 million at June 30, 2011. The increase in working capital was driven primarily by an increase in inventories of $110.9 million due to higher business activity, an increase in accounts receivable of $34.0 million, a decrease in other current liabilities of $12.9 million driven primarily by the payout of incentive compensation and a decrease in accrued expenses of $8.4 million due to the timing of payments, partially offset by a decrease in cash and cash equivalents of $79.0 million driven primarily by the acquisition of Stellite and purchase of capital stock, partially offset by net increase in borrowings due to the issuance of $300 million of 3.875 percent Senior Unsecured Notes, an increase in current maturities of long-term debt and capital leases of $26.4 million, primarily due to the $29.2 million outstanding on the revolving credit facility, an increase in accrued income taxes of $9.6 million and a decrease in other current assets of $3.1 million. Foreign currency effects and the impact of the Stellite acquisition accounted for $39.6 million and $45.8 million of the working capital change, respectively.

Property, plant and equipment, net increased $42.6 million from $697.1 million at June 30, 2011 to $739.7 million at March 31, 2012, primarily due to the Stellite acquisition of $72.8 million and capital additions of $60.7 million, partially offset by depreciation expense of $63.2 million, unfavorable foreign currency impact of $20.7 million and capital disposals of $4.4 million.

 

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

 

 

At March 31, 2012, other assets were $1,111.5 million, an increase of $341.7 million from $769.8 million at June 30, 2011. The driver for the increase was an increase in goodwill of $220.0 million, an increase in other intangible assets of $102.6 million, an increase in other assets of $15.3 million and an increase in deferred income taxes of $3.8 million. The change in goodwill was primarily due to an increase of $235.9 million related to the acquisition of Stellite and unfavorable foreign currency effects of $15.9 million. The change in other intangible assets was due to an increase of $102.7 million related to the to the intangibles acquired as part of the of Stellite acquisition, technology license intangible asset acquisition in our Infrastructure segment for $15.0 million, offset by amortization expense of $11.0 million and unfavorable foreign currency translation adjustments of $4.1 million. The increase in other assets was primarily due to increase in pension assets due to higher return on plan assets, higher deferred financing fees related to the issuance of $300 million of 3.875 percent Senior Unsecured Notes due in 2022 and higher prepaid charges.

Kennametal shareowners’ equity was $1,719.2 million at March 31, 2012, an increase of $81.1 million from $1,638.1 million at June 30, 2011. The increase was primarily due to net income attributable to Kennametal of $221.2 million and capital stock issued under employee benefit and stock plans of $36.1 million, partially offset by foreign currency translation adjustments of $72.1 million, purchase of capital stock of $66.8 million and cash dividends paid to shareowners of $32.3 million.

ENVIRONMENTAL MATTERS

The operation of our business has exposed us to certain liabilities and compliance costs related to environmental matters. We are involved in various environmental cleanup and remediation activities at certain of our locations.

Superfund Sites We are involved as a PRP at various sites designated by the USEPA as Superfund sites. For certain of these sites, we have evaluated the claims and potential liabilities and have determined that neither are material, individually or in the aggregate. For certain other sites, proceedings are in the very early stages and have not yet progressed to a point where it is possible to estimate the ultimate cost of remediation, the timing and extent of remedial action that may be required by governmental authorities or the amount of our liability alone or in relation to that of any other PRPs.

Other Environmental Matters We establish and maintain reserves for other potential environmental costs, which amounted to $4.3 million and $5.4 million as of March 31, 2012 and June 30, 2011, respectively. This accrual represents anticipated costs associated with the remediation of these issues. For the nine months ended March 31, 2012 we recorded favorable foreign currency translation adjustments of $0.4 million, an adjustment of $0.4 million and cash payments of $0.3 million against the reserve.

The reserves we have established for environmental liabilities represent our best current estimate of the costs of addressing all identified environmental situations, based on our review of currently available evidence, and taking into consideration our prior experience in remediation and that of other companies, as well as public information released by the USEPA, other governmental agencies, and by the PRP groups in which we are participating. Although the reserves currently appear to be sufficient to cover these environmental liabilities, there are uncertainties associated with environmental liabilities, and we can give no assurance that our estimate of any environmental liability will not increase or decrease in the future. The reserved and unreserved exposures for all environmental concerns could change substantially due to factors such as the nature and extent of contamination, changes in remedial requirements, technological changes, discovery of new information, the financial strength of other PRPs, the identification of new PRPs and the involvement of and direction taken by the government on these matters.

We maintain a Corporate EHS Department, as well as an EHS Steering Committee, to monitor compliance with environmental regulations and to oversee remediation activities. In addition, we have designated EHS coordinators who are responsible for each of our global manufacturing facilities. Our financial management team periodically meets with members of the Corporate EHS Department and the Corporate Legal Department to review and evaluate the status of environmental projects and contingencies. On a quarterly basis, we review financial provisions and reserves for environmental contingencies and adjust these reserves when appropriate.

DISCUSSION OF CRITICAL ACCOUNTING POLICIES

There have been no changes to our critical accounting policies since June 30, 2011.

NEW ACCOUNTING STANDARDS

See Note 3 to our condensed consolidated financial statements set forth in Part I Item 1 of this Form 10-Q for a description of new accounting standards.

 

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ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There have been no material changes to our market risk exposure since June 30, 2011.

ITEM 4.     CONTROLS AND PROCEDURES

 

As of the end of the period covered by this quarterly report on Form 10-Q, the Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). The Company’s disclosure controls were designed to provide a reasonable assurance that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, the controls have been designed to provide reasonable assurance of achieving the controls’ stated goals. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2012.

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The SEC’s general guidance permits the exclusion of an assessment of the effectiveness of a registrant’s disclosure controls and procedures as they relate to its internal controls over financial reporting for an acquired business during the first year following such acquisition, if among other circumstances and factors there is not adequate time between the acquisition date and the date of assessment. As previously noted in this Form 10-Q, the Company completed the acquisition of Stellite on March 1, 2012. Stellite represents approximately 16 percent of the Company’s total assets as of March 31, 2012. Management’s assessment and conclusion on the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2012 excluded an assessment of the internal control over financial reporting of Stellite.

PART II. OTHER INFORMATION

 

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period    Total Number of
Shares
Purchased
(1)
     Average Price
Paid per Share
     Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
    

Maximum Number

of Shares that May

Yet Be Purchased

Under the Plans or

Programs (2)

 

January 1 through January 31, 2012

     18,798            $ 39.14          -              4,505,100    

February 1 through February 29, 2012

     1,410          47.36          -              4,505,100    

March 1 through March 31, 2012

     607          46.86          -              4,505,100    

Total

     20,815            $ 39.93          -                 
                                     

 

(1) 

During the current period, 1,410 shares were purchased on the open market on behalf of Kennametal to fund the Company’s dividend reinvestment program. Also, during the current period employees delivered 11,995 shares of restricted stock to Kennametal, upon vesting, to satisfy tax withholding requirements and 7,410 shares of Kennametal stock as payment for the exercise price of stock options.

(2) 

On October 26, 2010, the Company publicly announced a repurchase program for up to 8 million shares of its outstanding common stock.

 

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ITEM 6.  EXHIBITS

 

 

    (2)   Plan of acquisition, reorganization, arrangement, liquidation or succession   
    (2.1)   Tax Deed Covenant relating to Deloro Stellite Holdings 1 Limited dated March 1, 2012    Filed herewith.
    (4)   Instruments defining the rights of security holders, including indentures   
    (4.1)   Indenture, dated as of February 14, 2012, by and between Kennametal Inc., as Issuer, and U.S. Bank National Association, as Trustee    Exhibit 4.1 of the Form 8-K filed February 14, 2012 is incorporated herein by reference.
    (4.2)   First Supplemental Indenture, dated as of February 14, 2012, by and between Kennametal Inc., as Issuer, and U.S. Bank National Association, as Trustee    Exhibit 4.2 of the Form 8-K filed February 14, 2012 is incorporated herein by reference.
    (31)   Rule 13a-14(a)/15d-14(a) Certifications   
    (31.1)   Certification executed by Carlos M. Cardoso, Chairman, President and Chief Executive Officer of Kennametal Inc.    Filed herewith.
    (31.2)   Certification executed by Frank P. Simpkins, Vice President and Chief Financial Officer of Kennametal Inc.    Filed herewith.
    (32)   Section 1350 Certifications   
    (32.1)   Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Carlos M. Cardoso, Chairman, President and Chief Executive Officer of Kennametal Inc., and Frank P. Simpkins, Vice President and Chief Financial Officer of Kennametal Inc.    Filed herewith.
    (101)   XBRL   
    (101.INS)**   XBRL Instance Document    Filed herewith.
    (101.SCH)**   XBRL Taxonomy Extension Schema Document    Filed herewith.
    (101.CAL)**

    (101.DEF)**

 

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Definition Linkbase

  

Filed herewith.

Filed herewith.

    (101.LAB)**   XBRL Taxonomy Extension Label Linkbase Document    Filed herewith.
    (101.PRE)**   XBRL Taxonomy Extension Presentation Linkbase Document    Filed herewith.

 

  **

The XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or part of a registration statement or prospects for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of these sections.

 

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SIGNATURES

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

 

      KENNAMETAL INC.
Date: May 9, 2012     By:    /s/ Martha A. Bailey                                                             
      Martha A. Bailey
      Vice President Finance and Corporate Controller

 

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