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Kennametal Inc. (NYSE:KMT) Files An 8-K Results of Operations and Financial Condition

Kennametal Inc. (NYSE:KMT) Files An 8-K Results of Operations and Financial ConditionItem 5.07 Results of Operations and Financial Condition.

Item 5.07 Submission of Matters to a Vote of Security Holders.
Item 5.07 Financial Statements and Exhibits.

Item 5.07 Results of Operations and Financial Condition.

On November1, 2017, Kennametal Inc. (Kennametal or the Company) issued an earnings announcement for its fiscal 2018 first quarter ended September30, 2017.

The press release contains certain non-generally accepted accounting principles (GAAP) financial measures. The following GAAP financial measures have been presented on an adjusted basis: gross profit and margin; operating expense; operating expense as a percentage of sales; operating income (loss) and margin; effective tax rate; net income (loss) attributable to Kennametal Shareholders; earnings per diluted share (EPS) and loss per diluted share (LPS); Industrial operating income and margin; Widia operating income (loss) and margin; and Infrastructure operating income (loss) and margin. Adjustments for the three months ended September30, 2017 and 2016 include restructuring and related charges. Management adjusts for these items in measuring and compensating internal performance and to more readily compare the Company’s financial performance period-to-period. The press release also contains free operating cash flow (FOCF), earnings before interest, taxes, depreciation and amortization (EBITDA) and margin and organic sales growth, which are non-GAAP financial measures and are defined below.

Management believes that presentation of these non-GAAP financial measures provides useful information about the results of operations of the Company for the current and past periods. Management believes that investors should have available the same information that management uses to assess operating performance, determine compensation and assess the capital structure of the Company. These non-GAAP financial measures should not be considered in isolation or as a substitute for the most comparable GAAP financial measures. Investors are cautioned that non-GAAP financial measures utilized by the Company may not be comparable to non-GAAP financial measures used by other companies.

FOCF

FOCF is a non-GAAP financial measure and is defined by the Company as cash provided by operations (which is the most directly comparable GAAP financial measure) less capital expenditures plus proceeds from disposals of fixed assets. Management considers FOCF to be an important indicator of Kennametal’s cash generating capability because it better represents cash generated from operations that can be used for dividends, debt repayment, strategic initiatives, and other investing and financing activities.

EBITDA

EBITDAare a non-GAAP financial measure and are defined as net income attributable to Kennametal (which is the most directly comparable GAAP measure), with interest expense, interest income, provision for income taxes, depreciation and amortization added back. Management believes that EBITDA are widely used as a measure of operating performance and are an important indicator of the Company’s operational strength and performance. Nevertheless, the measure should not be considered in isolation or as a substitute for operating income, cash flows from operating activities or any other measure for determining liquidity that is calculated in accordance with GAAP. Additionally, Kennametal will adjust EBITDA. Management uses this information in reviewing operating performance.

Organic Sales Growth

Organic sales growth is a non-GAAP financial measure of sales growth (which is the most directly comparable GAAP financial measure) excluding the impacts of acquisitions, divestitures, business days and foreign currency exchange from year-over-year comparisons. Management believes this measure provides investors with a supplemental understanding of underlying sales trends by providing sales growth on a consistent basis.

Additionally, during our quarterly earnings teleconference we may use various non-GAAP financial measures to describe the underlying operating results. Accordingly, we have compiled below certain reconciliations as required by Regulation G. These non-GAAP financial measures should not be considered in isolation or as a substitute for the most comparable GAAP measures. Investors are cautioned that non-GAAP financial measures utilized by the Company may not be comparable to non-GAAP financial measures used by other companies.

Primary Working Capital

Primary working capital is a non-GAAP financial measure and is defined as accounts receivable, net plus inventories, net minus accounts payable. The most directly comparable GAAP financial measure is working capital, which is defined as current assets less current liabilities. We believe primary working capital better represents Kennametal’s performance in managing certain assets and liabilities controllable at the segment level and is used as such for internal performance measurement.

PRIMARY WORKING CAPITAL (UNAUDITED)

AS OF SEPTEMBER 30, 2017

(in thousands, except percents)

9/30/17

6/30/17

3/31/17

12/31/16

9/30/16

Average

Current assets

$

1,075,915

$

1,113,901

$

1,043,046

$

971,745

$

991,837

Current liabilities

396,967

461,478

426,799

390,151

402,574

Working capital, GAAP

$

678,948

$

652,423

$

616,247

$

581,594

$

589,263

Excluding items:

Cash and cash equivalents

(110,697

)

(190,629

)

(100,817

)

(102,001

)

(119,411

)

Other current assets

(64,874

)

(55,166

)

(75,061

)

(80,375

)

(64,660

)

Total excluded current assets

(175,571

)

(245,795

)

(175,878

)

(182,376

)

(184,071

)

Adjusted current assets

900,344

868,106

867,168

789,369

807,766

Current maturities of long-term debt and capital leases, including notes payable

(1,252

)

(925

)

(1,591

)

(2,263

)

(1,381

)

Other current liabilities

(209,373

)

(244,831

)

(234,367

)

(219,008

)

(225,189

)

Total excluded current liabilities

(210,625

)

(245,756

)

(235,958

)

(221,271

)

(226,570

)

Adjusted current liabilities

186,342

215,722

190,841

168,880

176,004

Primary working capital

$

714,002

$

652,384

$

676,327

$

620,489

$

631,762

$

658,993

Three Months Ended

9/30/17

6/30/17

3/31/17

12/31/16

Total

Sales

$

542,454

$

565,025

$

528,630

$

487,573

$

2,123,682

Primary working capital as a percentage of sales

31.0

%

PRIMARY WORKING CAPITAL (UNAUDITED)

AS OF JUNE 30, 2017

(in thousands, except percents)

6/30/17

3/31/17

12/31/16

9/30/16

6/30/16

Average

Current assets

$

1,113,901

$

1,043,046

$

971,745

$

991,837

$

1,075,341

Current liabilities

461,478

426,799

390,151

402,574

427,275

Working capital, GAAP

$

652,423

$

616,247

$

581,594

$

589,263

$

648,066

Excluding items:

Cash and cash equivalents

(190,629

)

(100,817

)

(102,001

)

(119,411

)

(161,579

)

Other current assets

(55,166

)

(75,061

)

(80,375

)

(64,660

)

(84,016

)

Total excluded current assets

(245,795

)

(175,878

)

(182,376

)

(184,071

)

(245,595

)

Adjusted current assets

868,106

867,168

789,369

807,766

829,746

Current maturities of long-term debt and capital leases, including notes payable

(925

)

$

(1,591

)

(2,263

)

(1,381

)

(1,895

)

Other current liabilities

(244,831

)

(234,367

)

(219,008

)

(225,189

)

(243,341

)

Total excluded current liabilities

(245,756

)

(235,958

)

(221,271

)

(226,570

)

(245,236

)

Adjusted current liabilities

215,722

190,841

168,880

176,004

182,039

Primary working capital

$

652,384

$

676,327

$

620,489

$

631,762

$

647,707

$

645,734

Three Months Ended

6/30/17

3/31/17

12/31/16

9/30/16

Total

Sales

$

565,025

$

528,630

$

487,573

$

477,140

$

2,058,368

Primary working capital as a percentage of sales

31.4

%

Debt to Capital

Debt to capital is a non-GAAP financial measure and is defined by Kennametal as total debt divided by the sum of total equity plus total debt. The most directly comparable GAAP financial measure is debt to equity, which is defined as total debt divided by total equity. Management believes that debt to capital provides additional insight into the underlying capital structure and performance of the Company.

Net Debt

Net debt is a non-GAAP financial measure and is defined by Kennametal as total debt less cash and cash equivalents. The most directly comparable GAAP financial measure is total debt. Management believes that net debt aids in the evaluation of the Company’s financial condition.

DEBT TO CAPITAL AND NET DEBT (UNAUDITED)

September 30,

June 30,

(in thousands, except percents)

Total debt

$

696,609

$

695,916

Total equity

1,098,078

1,052,653

Debt to equity, GAAP

63.4

%

66.1

%

Total debt

696,609

695,916

Total equity

1,098,078

1,052,653

Total capital

1,794,687

1,748,569

Debt to capital

38.8

%

39.8

%

Total debt

696,609

695,916

Cash and cash equivalents

110,697

190,629

Net debt

$

585,912

$

505,287

Debt to EBITDA

Debt to EBITDA is a non-GAAP financial measure and is defined by Kennametal as total debt divided by the sum of the four trailing quarters of EBITDA. The most directly comparable GAAP financial measure is debt to net income attributable to Kennametal. Management believes that debt to EBITDA provides additional insight into the underlying capital structure, liquidity and performance of the Company. Additionally, Kennametal will adjust debt to EBITDA.

DEBT TO ADJUSTED EBITDA (UNAUDITED)

SEPTEMBER 30, 2017 (in thousands, except debt to adjusted EBITDA)

Three Months Ended

EBITDA

9/30/17

6/30/17

3/31/17

12/31/16

Net income attributable to Kennametal

$

39,183

$

24,643

$

38,890

$

7,262

Add back:

Interest expense

7,149

7,367

7,331

7,151

Interest income

(257

)

(246

)

(306

)

(206

)

Provision for income taxes

9,602

7,494

9,301

8,221

Depreciation

22,777

22,709

22,375

22,827

Amortization

3,661

3,912

4,245

4,150

EBITDA

$

82,115

$

65,879

$

81,836

$

49,405

Adjustments:

Restructuring and related charges

6,876

23,165

9,623

11,783

Adjusted EBITDA

$

88,991

$

89,044

$

91,459

$

61,188

Total debt

$

696,609

Trailing four quarters net income attributable to Kennametal

109,978

Debt to net income attributable to Kennametal

6.3

Total debt

$

696,609

Trailing four quarters adjusted EBITDA

330,682

Debt to adjusted EBITDA

2.1

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Shareowners of Kennametal Inc. (the Company) on October31, 2017, the Company's Shareowners voted on the election of seven directors with terms to expire in 2018, the ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2018, an advisory vote on executive compensation and an advisory vote on the frequency of future advisory votes on executive compensation. The 73,472,746 shares present in person or represented by proxy were voted as described below.

I.

The seven directors listed below were elected to serve as directors until the next annual meeting of Shareowners in 2018 and until their successors are duly elected and qualified by the following vote:

For

Withheld

Abstain

BrokerNon-Votes

Cindy L. Davis

69,014,682

700,765

3,757,299

William J. Harvey

69,059,107

656,340

3,757,299

William M. Lambert

69,116,083

599,364

3,757,299

Timothy R. McLevish

68,899,242

816,205

3,757,299

Sagar A. Patel

69,019,891

695,556

3,757,299

Christopher Rossi

68,997,832

717,615

3,757,299

Steven H. Wunning

68,937,106

778,341

3,757,299

Ronald M. De Feo and Lawrence W. Stranghoener, whose current terms do not expire until 2018, will continue to serve as directors until the next annual meeting of Shareowners.

II.

The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June30, 2018: was approved by the following vote:

For

Against

Abstained

BrokerNon-Votes

PricewaterhouseCoopers LLP

72,834,941

275,272

362,533

III.

The advisory vote on executive compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement, was approved on an advisory basis by the following vote:

For

Against

Abstained

BrokerNon

-Votes

Executive compensation

67,060,403

2,407,532

247,512

3,757,299

IV.

The Shareowners voted to approve on an advisory basis an advisory vote on executive compensation that occurs every year. The results of the vote were as follows:

1 year

2 years

3 years

Abstained

BrokerNon

-Votes

Frequency of future advisory votes on executive compensation

59,406,406

55,917

9,823,867

429,257

3,757,299

Item 5.07 Financial Statements and Exhibits.

(d) Exhibits

99.1 Fiscal 2018 First Quarter Earnings Announcement

KENNAMETAL INC ExhibitEX-99.1 2 kmt9302017exhibit991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1FOR IMMEDIATE RELEASE:DATE: November 1,…To view the full exhibit click here
About Kennametal Inc. (NYSE:KMT)
Kennametal Inc. is a supplier of tooling, engineered components and materials consumed in production processes. The Company operates through two segments: Industrial and Infrastructure. The Industrial segment generally serves customers that operate in industrial end markets, such as transportation, general engineering, aerospace and defense. The Infrastructure segment generally serves customers that operate in the earthworks and energy sectors supporting primary industries, such as oil and gas, power generation, underground, surface and hard-rock mining, highway construction and road maintenance. It provides wear-resistant products, application engineering and services backed by material science serving customers across various sectors. The Company’s product offerings include a selection of standard and customized technologies for metalworking, such as metal cutting tools, tooling systems and services, as well as materials, such as cemented tungsten carbide products and super alloys.

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