FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-----------------------
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 001-11549
BLOUNT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 63-0780521
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4520 Executive Park Drive 36116-1602
Montgomery, Alabama (Zip Code)
(Address of principal executive offices)
(334) 244-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock March 31, 2000
--------------------- -----------------
$.01 Par Value 30,795,882 shares
Page 1
<PAGE>
BLOUNT INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
Page No.
------------
Part I. Financial Information
Condensed Consolidated Statements of Operations -
three months ended March 31, 2000 and 1999 3
Condensed Consolidated Balance Sheets -
March 31, 2000 and December 31, 1999 4
Condensed Consolidated Statements of Cash Flows -
three months ended March 31, 2000 and 1999 5
Condensed Consolidated Statements of
Changes in Stockholders' Equity (Deficit) -
three months ended March 31, 2000 and 1999 6
Notes to Condensed Consolidated Financial Statements 7
Management's Discussion and Analysis 15
Page 2
<PAGE>
BLOUNT INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share data)
Three Months
Ended March 31,
-------------------
2000 1999
- ------------------------------------------------------ -------- --------
(Unaudited)
Sales $209.3 $185.1
Cost of sales 147.6 132.0
- ------------------------------------------------------ ------ ------
Gross profit 61.7 53.1
Selling, general and administrative expenses 35.7 36.6
Merger expenses 0.7
- ------------------------------------------------------ ------ ------
Income from operations 26.0 15.8
Interest expense (24.2) (3.5)
Interest income 0.4 0.6
Other income, net 0.3
- ------------------------------------------------------ ------ ------
Income before income taxes 2.5 12.9
Provision for income taxes 1.1 4.1
- ------------------------------------------------------ ------ ------
Net income $ 1.4 $ 8.8
- ------------------------------------------------------ ====== ======
Basic earnings per share $ 0.05 $ 0.12
- ------------------------------------------------------ ====== ======
Diluted earnings per share $ 0.05 $ 0.12
- ------------------------------------------------------ ====== ======
The accompanying notes are an integral part of these statements.
Page 3
<PAGE>
BLOUNT INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
March 31, December 31,
2000 1999
------------- ------------
(Unaudited)
ASSETS
- ------------------------------------------------
Current assets:
Cash and cash equivalents $ 2.1 $ 10.5
Accounts receivable, net of allowance for
doubtful accounts of $4.4 and $4.2 180.6 171.9
Inventories 136.1 117.0
Deferred income taxes 21.1 21.1
Other current assets 8.9 15.5
- ------------------------------------------------ -------- --------
Total current assets 348.8 336.0
Property, plant and equipment, net of accumulated
depreciation of $233.4 and $230.4 170.8 172.3
Cost in excess of net assets of acquired businesses, net 110.5 111.5
Other assets 68.8 68.9
- ------------------------------------------------ -------- --------
Total Assets $ 698.9 $ 688.7
- ------------------------------------------------ ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
- ------------------------------------------------
Current liabilities:
Notes payable and current maturities of long-term debt $ 9.5 $ 6.5
Accounts payable 46.0 51.0
Accrued expenses 79.5 91.0
- ------------------------------------------------ -------- --------
Total current liabilities 135.0 148.5
Long-term debt, exclusive of current maturities 830.9 809.7
Deferred income taxes 9.0 8.8
Other liabilities 44.4 43.4
- ------------------------------------------------ -------- --------
Total liabilities 1,019.3 1,010.4
- ------------------------------------------------ -------- --------
Commitments and Contingent Liabilities
Stockholders' equity (deficit):
Common stock (par value $.01 per share, 100,000,000
shares authorized, 30,795,882 outstanding) 0.3 0.3
Capital in excess of par value of stock 417.3 417.3
Retained earnings (deficit) (746.5) (747.9)
Accumulated other comprehensive income 8.5 8.6
- ------------------------------------------------ -------- --------
Total stockholders' equity (deficit) (320.4) (321.7)
- ------------------------------------------------ -------- --------
Total Liabilities and Stockholders' Equity (Deficit) $ 698.9 $ 688.7
- ------------------------------------------------ ======== ========
The accompanying notes are an integral part of these statements.
Page 4
<PAGE>
BLOUNT INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Three Months
Ended March 31,
-------------------
2000 1999
- ------------------------------------------------------ -------- --------
(Unaudited)
Cash Flows From Operating Activities:
Net income $ 1.4 $ 8.8
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, amortization and other
noncash charges 8.2 8.1
Deferred income taxes 0.2 0.2
Loss (gain) on disposals of property, plant
and equipment
Changes in assets and liabilities:
(Increase) in accounts receivable (8.6) (39.5)
(Increase) in inventories (19.2) (1.3)
Decrease in other assets 5.9 1.1
(Decrease) in accounts payable (5.0) (0.5)
(Decrease) in accrued expenses (11.5) (3.5)
Increase in other liabilities 0.7 0.5
- ------------------------------------------------------ ------ ------
Net cash used in operating activities (27.9) (26.1)
- ------------------------------------------------------ ------ ------
Cash Flows From Investing Activities:
Purchases of property, plant and equipment (4.4) (2.9)
Acquisitions of businesses and product lines (0.1)
- ------------------------------------------------------ ------ ------
Net cash used in investing activities (4.5) (2.9)
- ------------------------------------------------------ ------ ------
Cash Flows From Financing Activities:
Net increase in short-term borrowings 3.0
Issuance of long-term debt 22.0
Reduction of long-term debt (0.9) (0.1)
Dividends paid (2.6)
Other (0.1) 0.2
- ------------------------------------------------------ ------ ------
Net cash provided by (used in)
financing activities 24.0 (2.5)
- ------------------------------------------------------ ------ ------
Net decrease in cash and cash equivalents (8.4) (31.5)
Cash and cash equivalents at beginning of period 10.5 45.1
- ------------------------------------------------------ ------ ------
Cash and cash equivalents at end of period $ 2.1 $ 13.6
- ------------------------------------------------------ ====== ======
The accompanying notes are an integral part of these statements.
Page 5
<PAGE>
BLOUNT INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited)
(In millions)
<TABLE>
<CAPTION>
Accumulated
Common Stock Capital Retained Other
Common ---------------- In Excess Earnings Comprehensive Treasury
Stock Class A Class B of Par (Deficit) Income Stock Total
------ ------- ------- --------- --------- ------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
THREE MONTHS ENDED MARCH 31, 2000:
Balance, December 31, 1999 $ 0.3 $417.3 $ (747.9) $ 8.6 $ (321.7)
Net income 1.4 1.4
Other comprehensive income (loss), net (0.1) (0.1)
---------
Comprehensive income 1.3
----- ------ --------- ------ ---------
Balance, March 31, 20000 $ 0.3 $417.3 $ (746.5) $ 8.5 $ (320.4)
===== ====== ========= ====== =========
THREE MONTHS ENDED MARCH 31, 1999:
Balance, December 31, 1998 $ 0.3 $ 0.1 $ 38.7 $ 348.9 $ 7.6 $(41.0) $ 354.6
Net income 8.8 8.8
Other comprehensive income (loss), net (0.4) (0.4)
---------
Comprehensive income 8.4
Dividends (2.6) (2.6)
Other 0.1 0.1
----- ----- ------ --------- ------ ------ ---------
Balance, March 31, 1999 $ 0.3 $ 0.1 $ 38.7 $ 355.1 $ 7.2 $(40.9) $ 360.5
===== ===== ====== ========= ====== ====== =========
</TABLE>
The accompanying notes are an integral part of these statements.
Page 6
<PAGE>
BLOUNT INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 In the opinion of management, the accompanying unaudited condensed
consolidated financial statements of Blount International, Inc. and Subsidiaries
("the Company") contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position at March 31, 2000,
and the results of operations and cash flows for the periods ended March 31,
2000 and 1999. These financial statements should be read in conjunction with
the notes to the financial statements included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1999. The results of operations for
the periods ended March 31, 2000 and 1999, are not necessarily indicative of the
results to be expected for the twelve months ended December 31, 2000, due to the
seasonal nature of certain of the Company's operations.
On August 19, 1999, Blount International, Inc., a Delaware corporation, merged
with Red Dog Acquisition, Corp., a Delaware corporation and a wholly-owned
subsidiary of Lehman Brothers Merchant Banking Partners II L.P. The merger was
completed pursuant to an Agreement and Plan of Merger and Recapitalization dated
as of April 18, 1999. This transaction was accounted for as a recapitalization
under generally accepted accounting principles. Accordingly, the historical
basis of the Company's assets and liabilities has not been impacted by the
transaction. See Note 1 to the Consolidated Financial Statements included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1999,
for additional information related to the merger.
Certain amounts in the prior year's financial statements have been reclassified
to conform with the current year's presentation.
The Company's Internet home page is http://www.blount.com.
NOTE 2 During the first quarter of 1999, the Company donated art with a book
value of $1.5 million and an appraised value of $4.7 million to a charitable
foundation. On an after-tax basis, this donation had no significant effect on
net income.
NOTE 3 Inventories consist of the following (in millions):
March 31, December 31,
2000 1999
--------------------------------- ------------- ------------
Finished goods $ 79.5 $ 67.1
Work in process 24.3 21.3
Raw materials and supplies 32.3 28.6
--------------------------------- ------ ------
$136.1 $117.0
--------------------------------- ====== ======
Page 7
<PAGE>
NOTE 4 Segment information is as follows (in millions):
Three Months
Ended March 31,
-------------------
2000 1999
- ------------------------------------------------------ -------- --------
Sales:
Outdoor Products $ 93.6 $ 76.2
Sporting Equipment 73.4 70.3
Industrial and Power Equipment 42.3 38.6
- ------------------------------------------------------ ------ ------
$209.3 $185.1
- ------------------------------------------------------ ====== ======
Operating income (loss):
Outdoor Products $ 22.0 $ 16.1
Sporting Equipment 6.4 5.5
Industrial and Power Equipment 1.3 0.9
- ------------------------------------------------------ ------ ------
Operating income from segments 29.7 22.5
Corporate office expenses (3.7) (6.0)
Merger expenses (0.7)
- ------------------------------------------------------ ------ ------
Income (loss) from operations 26.0 15.8
Interest expense (24.2) (3.5)
Interest income 0.4 0.6
Other income, net 0.3
- ------------------------------------------------------ ------ ------
Income (loss) before income taxes $ 2.5 $ 12.9
- ------------------------------------------------------ ====== ======
NOTE 5 The Company is a defendant in a number of product liability lawsuits,
some of which seek significant or unspecified damages, involving serious
personal injuries for which there are retentions or deductible amounts under the
Company's insurance policies. In addition, the Company is a party to a number
of other suits arising out of the conduct of its business. While there can be
no assurance as to their ultimate outcome, management does not believe these
lawsuits will have a material adverse effect on consolidated financial condition
or operating results.
See Note 7 to the Consolidated Financial Statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999, for other
commitments and contingencies of the Company which have not changed
significantly since that date.
NOTE 6 During the three months ended March 31, 2000, a net tax refund of $4.0
million was received, while in the first quarter ended March 31, 1999, tax
payments of $5.0 million were made. Interest paid during the three months ended
March 31, 2000 and 1999, was $30.3 million and $0.5 million.
Page 8
<PAGE>
NOTE 7 For the three months ended March 31, 2000 and 1999, net income and
shares used in the earnings per share ("EPS") computations were the following
amounts:
Three Months
Ended March 31,
----------------------
2000 1999
- ------------------------------------------------------ ---------- ----------
Net income (in millions) $ 1.4 $ 8.8
- ------------------------------------------------------ ========== ==========
Shares:
Basic EPS - weighted average
common shares outstanding 30,795,882 74,123,018
Dilutive effect of stock options 1,996,516
- ------------------------------------------------------ ---------- ----------
Diluted EPS 30,795,882 76,119,534
- ------------------------------------------------------ ========== ==========
Options to purchase 45,000 shares were granted during the first quarter of 2000
under the 1999 Blount Long-Term Executive Stock Option Plan.
NOTE 8 The following consolidating financial information sets forth condensed
consolidating statements of operations, and the balance sheets and cash flows of
Blount International, Inc., Blount, Inc., the Guarantor Subsidiaries and the
Non-Guarantor Subsidiaries (in millions).
Page 9
<PAGE>
BLOUNT INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL INFORMATION
For The Three Months
Ended March 31, 2000
<TABLE>
<CAPTION>
Blount Non-
International, Blount, Guarantor Guarantor
Inc. Inc. Subsidiaries Subsidiaries Eliminations Consolidated
-------------- ------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
- -----------------------
Sales $ 119.9 $ 76.7 $ 51.4 $ (38.7) $209.3
Cost of sales 91.5 59.6 34.7 (38.2) 147.6
-------- ------ ------ --------- ------
Gross profit 28.4 17.1 16.7 (0.5) 61.7
Selling, general and administrative expenses $ 0.3 15.3 9.9 10.2 35.7
------ -------- ------ ------ --------- ------
Income (loss) from operations (0.3) 13.1 7.2 6.5 (0.5) 26.0
Interest expense (24.1) (2.8) 2.7 (24.2)
Interest income 0.1 2.9 0.1 (2.7) 0.4
Other income (expense), net 0.5 (0.2) 0.3
------ -------- ------ ------ --------- ------
Income (loss) before income taxes (0.2) (7.6) 4.5 6.3 (0.5) 2.5
Provision (benefit) for income taxes (0.1) (2.9) 1.7 2.4 1.1
------ -------- ------ ------ --------- ------
Income (loss) before earnings of
affiliated companies (0.1) (4.7) 2.8 3.9 (0.5) 1.4
Equity in earnings of affiliated companies, net 1.5 6.2 (7.7)
------ -------- ------ ------ --------- ------
Net income $ 1.4 $ 1.5 $ 2.8 $ 3.9 $ (8.2) $ 1.4
====== ======== ====== ====== ========= ======
For The Three Months
Ended March 31, 1999
STATEMENT OF OPERATIONS
- -----------------------
Sales $ 103.5 $ 73.3 $ 40.5 $ (32.2) $185.1
Cost of sales 80.0 56.0 27.9 (31.9) 132.0
-------- ------ ------ --------- ------
Gross profit 23.5 17.3 12.6 (0.3) 53.1
Selling, general and administrative expenses $ 0.3 18.1 9.1 9.1 36.6
Merger expenses 0.7 0.7
------ -------- ------ ------ --------- ------
Income (loss) from operations (0.3) 4.7 8.2 3.5 (0.3) 15.8
Interest expense (3.4) (1.6) 1.5 (3.5)
Interest income 1.9 0.1 0.1 (1.5) 0.6
Other income (expense), net 0.1 (0.1)
------ -------- ------ ------ --------- ------
Income (loss) before income taxes (0.3) 3.2 6.8 3.5 (0.3) 12.9
Provision (benefit) for income taxes (0.1) (0.2) 2.6 1.8 4.1
------ -------- ------ ------ --------- ------
Income (loss) before earnings of
affiliated companies (0.2) 3.4 4.2 1.7 (0.3) 8.8
Equity in earnings of affiliated
companies, net 9.0 5.7 (14.7)
------ -------- ------ ------ --------- ------
Net income $ 8.8 $ 9.1 $ 4.2 $ 1.7 $ (15.0) $ 8.8
====== ======== ====== ====== ========= ======
</TABLE>
Page 10
<PAGE>
March 31, 2000
<TABLE>
<CAPTION>
Blount Non-
International, Blount, Guarantor Guarantor
Inc. Inc. Subsidiaries Subsidiaries Eliminations Consolidated
-------------- ------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET
- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 1.6 $ (2.8) $ 3.3 $ 2.1
Accounts receivable, net 67.9 94.6 18.1 180.6
Intercompany receivables 257.6 72.0 2.1 $ (331.7)
Inventories 53.4 66.6 16.1 136.1
Deferred income taxes 21.2 (0.1) 21.1
Other current assets 7.4 0.5 1.0 8.9
-------- ------ ------ --------- ---------
Total current assets 409.1 230.9 40.6 (331.8) 348.8
Investments in affiliated companies $ 11.4 392.3 0.2 (403.9)
Property, plant and equipment, net 70.7 75.4 24.7 170.8
Cost in excess of net assets of acquired
businesses, net 32.3 71.2 7.0 110.5
Intercompany notes receivable 6.1 (6.1)
Other assets 64.4 1.4 3.0 68.8
------ -------- ------ ------ --------- ---------
Total Assets $ 11.4 $ 968.8 $378.9 $ 81.6 $ (741.8) $ 698.9
====== ======== ====== ====== ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable and current maturities
of long-term debt $ 3.4 $ 6.1 $ 9.5
Accounts payable $ 0.1 18.2 $ 22.5 $ 5.2 46.0
Intercompany payables 331.7 $ (331.7)
Accrued expenses 53.2 19.3 7.0 79.5
------ -------- ------ ------ --------- ---------
Total current liabilities 331.8 74.8 41.8 18.3 (331.7) 135.0
Long-term debt, exclusive of current maturities 830.8 0.1 830.9
Intercompany notes payable 6.1 (6.1)
Deferred income taxes, exclusive of
current portion 7.5 1.5 9.0
Other liabilities 38.2 5.4 0.8 44.4
------ -------- ------ ------ --------- ---------
Total liabilities 331.8 957.4 47.2 20.7 (337.8) 1,019.3
Stockholders' equity (deficit) (320.4) 11.4 331.7 60.9 (404.0) (320.4)
------ -------- ------ ------ --------- ---------
Total Liabilities and
Stockholders' Equity (Deficit) $ 11.4 $ 968.8 $378.9 $ 81.6 $ (741.8) $ 698.9
====== ======== ====== ====== ========= =========
</TABLE>
Page 11
<PAGE>
For The Three Months
Ended March 31, 2000
<TABLE>
<CAPTION>
Blount Non-
International, Blount, Guarantor Guarantor
Inc. Inc. Subsidiaries Subsidiaries Eliminations Consolidated
-------------- ------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF CASH FLOWS
- -----------------------
Net cash provided by (used in) operating
activities $ 375.0 $ 1.5 $(25.6) $ (3.2) $ (375.6) $ (27.9)
--------- -------- ------ ------ --------- ---------
Cash flows from investing activities:
Purchases of property, plant and equipment (1.4) (2.2) (0.8) (4.4)
Acquisitions of product lines (0.1) (0.1)
--------- -------- ------ ------ --------- ---------
Net cash used in investing activities (1.4) (2.3) (0.8) (4.5)
--------- -------- ------ ------ --------- ---------
Cash flows from financing activities:
Net increase (reduction) in short-term
borrowings 3.0 3.0
Issuance of long-term debt 22.0 22.0
Reduction of long-term debt (0.9) (0.9)
Dividends paid (375.0) (0.6) 375.6
Advances from (to) affiliated companies (375.0) 350.2 24.8
Other (0.1) (0.1)
--------- -------- ------ ------ --------- ---------
Net cash provided by (used in) financing
activities (375.0) (3.8) 24.8 2.4 375.6 24.0
--------- -------- ------ ------ --------- ---------
Net increase (decrease) in cash and cash
equivalents (3.7) (3.1) (1.6) (8.4)
Cash and cash equivalents at beginning of period 5.3 0.3 4.9 10.5
--------- -------- ------ ------ --------- ---------
Cash and cash equivalents at end of period $ $ 1.6 $ (2.8) $ 3.3 $ $ 2.1
========= ======== ====== ====== ========= =========
</TABLE>
Page 12
<PAGE>
December 31, 1999
<TABLE>
<CAPTION>
Blount Non-
International, Blount, Guarantor Guarantor
Inc. Inc. Subsidiaries Subsidiaries Eliminations Consolidated
-------------- ------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET
- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 5.3 $ 0.3 $ 4.9 $ 10.5
Accounts receivable, net 77.6 79.3 15.0 171.9
Intercompany receivables 613.7 86.9 6.0 $ (706.6)
Inventories 47.5 55.2 14.3 117.0
Deferred income taxes 21.2 (0.1) 21.1
Other current assets 13.1 1.6 0.8 15.5
-------- ------ ------ --------- ---------
Total current assets 778.4 223.3 41.0 (706.7) 336.0
Investments in affiliated companies $385.0 386.4 0.2 (771.6)
Property, plant and equipment, net 71.6 75.9 24.8 172.3
Cost in excess of net assets of acquired
businesses, net 32.7 71.7 7.1 111.5
Intercompany notes receivable 3.0 (3.0)
Other assets 64.9 1.9 2.1 68.9
------ -------- ------ ------ --------- ---------
Total Assets $385.0 $1,334.0 $372.8 $ 78.2 $(1,481.3) $ 688.7
====== ======== ====== ====== ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable and current maturities
of long-term debt $ 3.4 $ 3.1 $ 6.5
Accounts payable 24.9 $ 21.0 5.1 51.0
Intercompany payables $706.7 $ (706.7)
Accrued expenses 63.5 20.4 7.1 91.0
------ -------- ------ ------ --------- ---------
Total current liabilities 706.7 91.8 41.4 15.3 (706.7) 148.5
Long-term debt, exclusive of current maturities 809.5 0.2 809.7
Intercompany notes payable 3.0 (3.0)
Deferred income taxes, exclusive of
current portion 7.3 1.5 8.8
Other liabilities 37.4 5.2 0.8 43.4
------ -------- ------ ------ --------- ---------
Total liabilities 706.7 949.0 46.6 17.8 (709.7) 1,010.4
Stockholders' equity (deficit) (321.7) 385.0 326.2 60.4 (771.6) (321.7)
------ -------- ------ ------ --------- ---------
Total Liabilities and
Stockholders' Equity (Deficit) $385.0 $1,334.0 $372.8 $ 78.2 $(1,481.3) $ 688.7
====== ======== ====== ====== ========= =========
</TABLE>
Page 13
<PAGE>
For The Three Months
Ended March 31, 1999
<TABLE>
<CAPTION>
Blount Non-
International, Blount, Guarantor Guarantor
Inc. Inc. Subsidiaries Subsidiaries Eliminations Consolidated
-------------- ------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF CASH FLOWS
- -----------------------
Net cash provided by (used in) operating
activities $ 24.8 $ (7.7) $(17.8) $ 0.3 $ (25.7) $(26.1)
------ -------- ------ ------ --------- ------
Cash flows from investing activities:
Purchases of property, plant and equipment (0.9) (1.4) (0.6) (2.9)
------ -------- ------ ------ --------- ------
Net cash used in investing activities (0.9) (1.4) (0.6) (2.9)
------ -------- ------ ------ --------- ------
Cash flows from financing activities:
Dividends paid (2.6) (25.0) (0.7) 25.7 (2.6)
Advances from (to) affiliated companies (22.3) 2.4 19.9
Other 0.1 0.1
------ -------- ------ ------ --------- ------
Net cash provided by (used in) financing
activities (24.8) (22.6) 19.9 (0.7) 25.7 (2.5)
------ -------- ------ ------ --------- ------
Net increase (decrease) in cash and cash
equivalents (31.2) 0.7 (1.0) (31.5)
Cash and cash equivalents at beginning of period 39.7 (1.5) 6.9 45.1
------ -------- ------ ------ --------- ------
Cash and cash equivalents at end of period $ $ 8.5 $ (0.8) $ 5.9 $ $ 13.6
====== ======== ====== ====== ========= ======
</TABLE>
Page 14
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Operating Results
Sales for the three months ended March 31, 2000, were $209.3 million compared to
$185.1 million for the comparable period of the prior year. Net income for the
first quarter of 2000 was $1.4 million ($0.05 per diluted share) compared to net
income of $8.8 million ($0.12 per diluted share) for the comparable period of
the prior year. Last year's first quarter included pre-tax non-recurring costs
of $2.7 million. These results reflect a significant increase in sales and
operating income from the Outdoor Products segment, reflecting good market
conditions including the effect of storm damage in Europe, partially offset by
the negative impact of the U.S. dollar's strength and improved results from both
the Sporting Equipment and Industrial and Power Equipment segments. Corporate
expenses for the first quarter of 1999 include expenses of $0.7 million
associated with the merger and $1.5 million for a donation of art (see Note 2 of
Notes to Condensed Consolidated Financial Statements). Excluding the expenses
associated with the merger and the donation of art, selling, general and
administrative expenses increased by $1.8 million during the first quarter of
2000, as compared to the same period in the prior year. These increases
primarily reflect costs associated with the increased volume in the Outdoor
Products and Sporting Equipment segments. Higher interest expense during the
three months ended March 31, 2000, reflects higher long-term debt levels during
the current year resulting from the transaction described in Note 1 to the
Consolidated Financial Statements in the Company's Annual Report on Form 10-K
for the year ended December 31, 1999. The Company's effective income tax rate
was lower in the first quarter of 1999 principally as a result of the donation
of art. The principal reasons for these results and the status of the Company's
financial condition are set forth below and should be read in conjunction with
the Company's Annual Report on Form 10-K for the year ended December 31, 1999.
Sales for the Outdoor Products segment for the first quarter of 2000 were $93.6
million compared to $76.2 million during the first quarter of 1999. Operating
income was $22.0 million during the first quarter of 2000 compared to $16.1
million in the comparable period of the prior year. Sales reflect a
significantly higher volume of sales of chain saw components and higher sales of
lawn mowers and accessories and other product lines as indicated in the
following table (in millions):
Three Months
Ended March 31,
--------------------------------
% Increase
(Decrease)
2000 1999 in 2000
- ------------------------------------------ ------ ------ ----------
Chain saw components $ 60.2 $ 45.6 32.0%
Lawn mowers and accessories 22.4 20.4 9.8
Other 11.0 10.2 7.8
- ------------------------------------------ ------ ------
Total segment sales $ 93.6 $ 76.2 22.8%
- ------------------------------------------ ====== ======
Page 15
<PAGE>
The improvement in operating income is primarily due to the higher sales of
chain saw components and $5.3 million and $8.5 million higher sales to U.S. and
Europe, respectively, during the first quarter of 2000 than the comparable
period of the prior year, partially offset by the negative effect of exchange
rates of approximately $1.5 million during the first quarter of 2000.
Sales for the Sporting Equipment segment were up modestly to $73.4 million in
the first quarter of 2000 from $70.3 million in the prior year. Operating
income increased to $6.4 million in the current year's first quarter from $5.5
million for the same period during the prior year. Both years reflect higher
volume, particularly for ammunition and related products, although the prior
year reflects competitive pricing actions in one of this segment's products.
Sales by the segment's principal product groups were as follows (in millions):
Three Months
Ended March 31,
--------------------------------
% Increase
2000 1999 in 2000
- ------------------------------------------ ------ ------ ----------
Ammunition and related products $ 54.1 $ 51.7 4.6%
Sports optical products 8.7 8.4 3.6
Other 10.6 10.2 3.9
- ------------------------------------------ ------ ------
Total segment sales $ 73.4 $ 70.3 4.4%
- ------------------------------------------ ====== ======
The Company's Industrial and Power Equipment segment is a cyclical, capital
goods business whose results are closely linked to the strength of the forestry
industry in general, particularly in the Company's most important market (the
Southeastern United States), as well as the need to offer discounts in response
to extremely aggressive competitive pricing for available sales. Operating
results for the Industrial and Power Equipment segment in the first quarter of
2000, while improved over the prior year, were still affected by soft market
conditions. Dry weather conditions in the Southeastern United States, coupled
with an overhang of used equipment in dealers' inventories, continue to
negatively impact sales of new equipment. Sales by the segment's principal
product groups were as follows (in millions):
Three Months
Ended March 31,
--------------------------------
% Increase
2000 1999 in 2000
- ------------------------------------------ ------ ------ ----------
Timber harvesting and loading equipment $ 35.3 $ 31.9 10.7%
Gear components and rotation bearings 7.0 6.7 4.5
- ------------------------------------------ ------ ------
Total segment sales $ 42.3 $ 38.6 9.6%
- ------------------------------------------ ====== ======
This segment had operating income of $1.3 million during the first quarter of
2000, compared to operating income of $0.9 million during the comparable period
of 1999, primarily due to increased demand for its timber harvesting equipment,
partially offset by reduced demand for this segment's Prentice product line. In
response to the weak market conditions, the Company has implemented a program of
production realignments, temporary plant shutdowns and layoffs, and reduced
working hours in this segment to lower costs and match production to demand.
One manufacturing facility was closed during the first half of 1999 with its
Page 16
<PAGE>
production shifted to other Company plants. Costs of approximately $0.6 million
for this closure were charged to operations during the first quarter of 1999.
With recent pulp price increases and more favorable weather conditions, the
expectation in the industry is for a market improvement later this year,
although the extent and timing of any improvement is highly uncertain. If the
current slowdown continues, it would be unlikely that this segment could achieve
historical levels of sales and profitability.
The Company's total backlog increased to $111.3 million at March 31, 2000, from
$85.6 million at December 31, 1999, and $80.4 million at March 31, 1999, as
follows (in millions):
Backlog
----------------------------------------
March 31, December 31, March 31,
2000 1999 1999
- ------------------------------------ ------------ ------------ ------------
Outdoor Products $ 56.6 $ 41.9 $ 24.0
Sporting Equipment 36.3 17.9 33.4
Industrial and Power Equipment 18.4 25.8 23.0
- ------------------------------------ ------ ------ ------
$111.3 $ 85.6 $ 80.4
- ------------------------------------ ====== ====== ======
Financial Condition, Liquidity and Capital Resources
At March 31, 2000, the Company had significant amounts of debt, with interest
payments on notes and interest and principal payments under credit facilities
representing significant obligations for the Company. The notes require semi-
annual interest payments and the term loan facilities under the new credit
facilities required payments of principal commencing on December 31, 1999.
Interest on the term loan facilities and amounts outstanding under the revolving
credit facility are payable in arrears according to varying interest periods.
The Company's remaining liquidity needs relate to working capital, capital
expenditures and potential acquisitions.
The Company intends to fund working capital, capital expenditures and debt
service requirements through cash flows generated from operations and from the
revolving credit facility. At March 31, 2000, the Company had $22.0 million
outstanding borrowings under its $100.0 million revolving credit facility.
Letters of credit issued under the revolving credit facility which reduced the
amount available under the revolving credit facility were $5.7 million at March
31, 2000. The revolving credit facility matures August 19, 2004.
Management believes that cash generated from operations, together with amounts
available under the revolving credit facility, will be sufficient to meet the
Company's working capital, capital expenditure and other cash needs, including
financing for acquisitions, in the foreseeable future. There can be no
assurance, however, that this will be the case. The Company may also consider
other options available to it in connection with future liquidity needs.
The Company has senior notes outstanding in the principal amount of $150 million
which mature in 2005. The Company also has senior subordinated notes
outstanding in the principal amount of $325 million which mature in 2009 and
senior term loans outstanding in the principal amount of $338.3 million which
mature at various dates through 2006. See Note 3 of Notes to the Consolidated
Financial Statements included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1999, for the terms and conditions of the senior
Page 17
<PAGE>
notes, senior subordinated notes, and senior term loans.
Cash balances at March 31, 2000, were $2.1 million compared to $10.5 million at
December 31, 1999. Cash used in operating activities was $29.1 million in the
first three months of 2000 compared to cash used by operating activities of
$26.1 million during the prior year's first three months, principally due to a
net income decrease of $7.4 million and lower cash usage for working capital
requirements of $5.7 million. Working capital increased to $213.8 million at
March 31, 2000, compared to $187.5 million at December 31, 1999. Accounts
receivable increased by $8.7 million, inventories increased by $19.2 million,
other assets decreased by $5.9 million, notes payable and current maturities of
long-term debt increased by $3.0 million, accounts payable decreased by $5.0
million, and accrued expenses decreased by $11.5 million. The higher
inventories reflect increases of $11.9 million at the Sporting Equipment segment
resulting from a seasonal build-up in anticipation of sales during the fall
season and to address delivery and production costs during the upcoming peak,
and $5.4 million for the Industrial and Power Equipment segment, reflecting
somewhat improved sales. The notes payable and current maturities of long-term
debt increase reflects $3.0 million short-term borrowings. The accounts payable
decrease reflects reduced raw material purchases principally related to lower
sales in the first quarter of 2000 than in the fourth quarter of 1999. The
decrease in accrued expenses reflects the increased semiannual interest payments
on debt. The accounts receivable increase principally reflects higher sales by
the Outdoor Products segment and longer payment terms used as a marketing tool
by the Sporting Equipment segment, partially offset by lower receivables in the
Industrial and Power Equipment group as first quarter sales are historically
lower than fourth quarter sales.
Accounts receivable at March 31, 2000, and December 31, 1999, and sales by
segment for the first quarter of 2000 compared to the fourth quarter of 1999
were as follows (in millions):
March 31, December 31, Increase
2000 1999 (Decrease)
- ------------------------------------ ------------ ------------ ------------
Accounts Receivable:
Outdoor Products $ 84.0 $ 65.6 $ 18.4
Sporting Equipment 68.2 64.8 3.4
Industrial and Power Equipment 27.9 40.9 (13.0)
- ------------------------------------ ------ ------ ------
Total segment receivables $180.1 $171.3 $ 8.8
- ------------------------------------ ====== ====== ======
Three Months Ended
March 31, December 31, Increase
2000 1999 (Decrease)
- ------------------------------------ ------------ ------------ ------------
Sales:
Outdoor Products $ 93.6 $ 84.3 $ 9.3
Sporting Equipment 73.4 83.8 (10.4)
Industrial and Power Equipment 42.3 53.9 (11.6)
- ------------------------------------ ------ ------ ------
Total segment sales $209.3 $222.0 $(12.7)
- ------------------------------------ ====== ====== ======
The Company's Outdoor Products segment includes Oregon Cutting Systems,
Frederick Manufacturing and Dixon Industries. The higher sales by the Outdoor
Products segment and an increased mix of international sales which have longer
terms result in an increase in that segment's receivables as compared to year-
page 18
<PAGE>
end. Because of the seasonal nature of the sporting equipment business, the
need to produce and ship efficiently in order to ensure an adequate supply
during peak sales periods and in response to competitor programs, the Company
offers extended payment terms within its Sporting Equipment segment in advance
of the fall hunting season. As a result, receivables tend to peak in September
and reach their low point in January. At March 31, 2000, extended term
receivables were $15.0 million greater than at December 31, 1999. The
Industrial and Power Equipment segment lower receivables primarily reflect the
lower sales in the first quarter of 2000 compared to the fourth quarter of 1999.
The Company has absorbed the increased receivables resulting from higher volume
and extended terms through operating cash flows and, given the historically
stronger second half operating cash flows (in 1999, excluding merger expenses,
first half operating cash flows were $9.2 million and second half operating cash
flows were $79.7 million), the Company expects operating cash flows and amounts
available under its revolving credit facility will be sufficient to cover any
further increases until market conditions in the Industrial and Power Equipment
segment improve and payment terms return to those normally extended. No
material adverse effect on the operations, liquidity or capital resources of the
Company is expected as a result of the extended terms.
Cash used in investing activities in the first three months of 2000 was $4.4
million for purchases of property, plant and equipment. Cash provided by
financing activities in the first three months of 2000 was $24.0 million,
principally reflecting $22.0 million from the utilization of the revolving
credit facility.
The Company is substantially leveraged which may adversely affect its
operations.
This substantial leverage could have important consequences for the Company,
including the following:
1. the ability to obtain additional financing for working capital, capital
expenditures or other purposes may be impaired or may not be available on
favorable terms;
2. a substantial portion of cash flows available from operations will be
dedicated to the payment of principal and interest expense, which will reduce
the funds that would otherwise be available for operations and future business
opportunities;
3. a substantial decrease in net income and cash flows or an increase in
expenses may make it difficult to meet debt service requirements or force the
Company to modify operations; and
4. substantial leverage may make the Company more vulnerable to economic
downturns and competitive pressure.
Page 19
<PAGE>
Impact of Year 2000 Issue
The Company evaluated its internal date-sensitive systems and equipment for Year
2000 compliance. The assessment phase included both information technology
equipment and non-information technology equipment. Based on its assessment,
the Company determined that it was necessary to modify or replace a portion of
its information systems and other equipment. The modification or replacement
and testing of the critical software, hardware and equipment requiring
remediation was completed and mitigated successfully the effect of the Year 2000
issue. The Company's operations incurred no disruption of their ability to
manufacture and ship products, process financial transactions or engage in
similar normal business activities. Likewise, the Company experienced no
significant problems with its non-information technology systems.
The total estimated cost of the Year 2000 project, including system upgrades,
was approximately $5.4 million and was funded by operating cash flows. As of
December 31, 1999, all costs had been incurred. Of the total cost of the
project, approximately $2.6 million was attributable to new software and
equipment, which was capitalized. The remaining costs were expensed as
incurred.
The Company experienced no significant problems with key suppliers and customers
as a result of the Year 2000 issue.
Where needed, the Company established contingency plans based on actual testing
results and assessment of outside risks; however, it was not necessary to
implement any contingency plan.
The above statement in its entirety is designated a Year 2000 readiness
disclosure under the Year 2000 Information and Readiness Disclosure Act.
New Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivatives and hedging. It requires that all
derivatives be recognized as either assets or liabilities at fair value and
establishes specific criteria for the use of hedge accounting. The Company's
required adoption date is January 1, 2001. SFAS No. 133 is not to be applied
retroactively to financial statements of prior periods. The Company expects no
material adverse effect on consolidated results of operations, financial
position or cash flows upon adoption of SFAS No. 133, but does expect a small
reduction in stockholders' deficit.
Forward Looking Statements
Forward looking statements in this report, as defined by the Private Securities
Litigation Reform Law of 1995, involve certain risks and uncertainties that may
cause actual results to differ materially from expectations as of the date of
this report.
Page 20
<PAGE>
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.
BLOUNT INTERNATIONAL, INC.
- ----------------------------------
Registrant
Date: May 12, 2000 /s/ Harold E. Layman
-------------------------------------
Harold E. Layman
President and Chief Operating Officer
and Chief Financial Officer
Page 21
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF BLOUNT INTERNATIONAL, INC. FOR THE PERIOD ENDED
MARCH 31, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 2
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<RECEIVABLES> 185
<ALLOWANCES> 4
<INVENTORY> 136
<CURRENT-ASSETS> 349
<PP&E> 404
<DEPRECIATION> 233
<TOTAL-ASSETS> 699
<CURRENT-LIABILITIES> 135
<BONDS> 831
0
0
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<TOTAL-LIABILITY-AND-EQUITY> 699
<SALES> 209
<TOTAL-REVENUES> 209
<CGS> 147
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