Form 10-Q KENNAMETAL INC For: Dec 31
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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: December 31, 2022
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 1-5318
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (412 ) 248-8000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of January 31, 2023 80,527,022 shares of the Registrant’s Capital Stock, par value $1.25 per share, were outstanding.
KENNAMETAL INC.
FORM 10-Q
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2022
TABLE OF CONTENTS
| Item No. | Page No. | |||||||
| 1. | ||||||||
Three and six months ended December 31, 2022 and 2021 | ||||||||
Three and six months ended December 31, 2022 and 2021 | ||||||||
December 31, 2022 and June 30, 2022 | ||||||||
Six months ended December 31, 2022 and 2021 | ||||||||
| 2. | ||||||||
| 3. | ||||||||
| 4. | ||||||||
| 1. | ||||||||
| 2. | ||||||||
| 6. | ||||||||
2
FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that do not relate strictly to historical or current facts. You can identify forward-looking statements by 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. We have also included forward-looking statements in this Quarterly Report on Form 10-Q concerning, among other things, our strategy, goals, plans and projections regarding our financial position, liquidity and capital resources, results of operations, market position and product development. These statements are based on current estimates that involve inherent risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking statements prove incorrect, our actual results could vary materially from our current expectations. There are a number of factors that could cause our actual results to differ from those indicated in the forward-looking statements. They include: uncertainties related to changes in macroeconomic and/or global conditions, including as a result of increased inflation and Russia's invasion of Ukraine and the imposition of sanctions on Russia; uncertainties related to the effects of the ongoing COVID-19 pandemic, including the emergence of more contagious or virulent strains of the virus, its impacts on our business operations, financial results and financial position and on the industries in which we operate and the global economy generally, including as a result of travel restrictions, business and workforce disruptions associated with the pandemic; other economic recession or inflationary pressures; our ability to achieve all anticipated benefits of restructuring, simplification and modernization initiatives; Commercial Excellence growth initiatives, Operational Excellence initiatives, our foreign operations and international markets, and the impact on our business of currency exchange rates, different regulatory environments, trade barriers, exchange controls, and social and political instability, including the conflict in Ukraine; changes in the regulatory environment in which we operate, including environmental, health and safety regulations; potential for future goodwill and other intangible asset impairment charges; our ability to protect and defend our intellectual property; continuity of information technology infrastructure; competition; our ability to retain our management and employees; demands on management resources; availability and cost of the raw materials we use to manufacture our products; product liability claims; integrating acquisitions and achieving the expected savings and synergies; global or regional catastrophic events; demand for and market acceptance of our products; business divestitures; energy costs; commodity prices; labor relations; and implementation of environmental remediation matters. We provide additional information about many of the specific risks we face in the “Risk Factors” section of our Annual Report on Form 10-K and in other periodic reports we file from time to time with the Securities and Exchange Commission. We can give no assurance that any goal or plan set forth in our forward-looking statements will be achieved and readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. Except as required by law, we do not intend to release publicly any revisions to forward-looking statements as a result of future events or developments.
3
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KENNAMETAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||
| (in thousands, except per share amounts) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||
| Operating expense | ||||||||||||||||||||
| Restructuring and other charges, net (Note 6) | ( | ( | ( | ( | ||||||||||||||||
| Gain on divestiture (Note 3) | ( | ( | ||||||||||||||||||
| Amortization of intangibles | ||||||||||||||||||||
| Operating income | ||||||||||||||||||||
| Interest expense | ||||||||||||||||||||
| Other expense (income), net | ( | ( | ||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||
| Provision for income taxes | ||||||||||||||||||||
| Net income | ||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | ||||||||||||||||||||
| Net income attributable to Kennametal | $ | $ | $ | $ | ||||||||||||||||
| PER SHARE DATA ATTRIBUTABLE TO KENNAMETAL SHAREHOLDERS | ||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | ||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | ||||||||||||||||
| Basic weighted average shares outstanding | ||||||||||||||||||||
| Diluted weighted average shares outstanding | ||||||||||||||||||||
KENNAMETAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||
| (in thousands) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||
| Other comprehensive income (loss), net of tax | ||||||||||||||||||||
| Reclassification of unrealized gain on derivatives designated and qualified as cash flow hedges | ( | ( | ( | ( | ||||||||||||||||
| Unrecognized net pension and other postretirement benefit plans (loss) gain | ( | ( | ||||||||||||||||||
| Reclassification of net pension and other postretirement benefit plans loss | ||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ( | |||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ( | ||||||||||||||||||
| Total comprehensive income | ||||||||||||||||||||
| Less: comprehensive income attributable to noncontrolling interests | ||||||||||||||||||||
| Comprehensive income attributable to Kennametal Shareholders | $ | $ | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
KENNAMETAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| (in thousands, except per share data) | December 31, 2022 | June 30, 2022 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, less allowance for doubtful accounts of $ | |||||||||||
| Inventories (Note 9) | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment: | |||||||||||
| Land and buildings | |||||||||||
| Machinery and equipment | |||||||||||
| Less accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment, net | |||||||||||
| Other assets: | |||||||||||
| Goodwill (Note 17) | |||||||||||
Other intangible assets, less accumulated amortization of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Deferred income taxes | |||||||||||
| Other | |||||||||||
| Total other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Current liabilities: | |||||||||||
| Revolving and other lines of credit and notes payable (Note 11) | $ | $ | |||||||||
| Current operating lease liabilities | |||||||||||
| Accounts payable | |||||||||||
| Accrued income taxes | |||||||||||
| Accrued expenses | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, less current maturities (Note 10) | |||||||||||
| Operating lease liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Accrued pension and postretirement benefits | |||||||||||
| Accrued income taxes | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| EQUITY (Note 15) | |||||||||||
| Kennametal Shareholders’ Equity: | |||||||||||
Preferred stock, | |||||||||||
Capital stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Kennametal Shareholders’ Equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
KENNAMETAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
| Six Months Ended December 31, | |||||||||||
| (in thousands) | 2022 | 2021 | |||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile to cash from operations: | |||||||||||
| Depreciation | |||||||||||
| Amortization | |||||||||||
| Stock-based compensation expense | |||||||||||
| Restructuring and other charges, net (Note 6) | ( | ( | |||||||||
| Deferred income taxes | ( | ||||||||||
| Gain on divestiture (Note 3) | ( | ||||||||||
| Other | |||||||||||
| Changes in certain assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Accrued income taxes | |||||||||||
| Accrued pension and postretirement benefits | ( | ( | |||||||||
| Other | ( | ||||||||||
| Net cash flow provided by operating activities | |||||||||||
| INVESTING ACTIVITIES | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Disposals of property, plant and equipment | |||||||||||
| Proceeds from divestiture (Note 3) | |||||||||||
| Other | |||||||||||
| Net cash flow used in investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Net decrease in notes payable | ( | ( | |||||||||
| Net increase in revolving and other lines of credit | |||||||||||
| Purchase of capital stock | ( | ( | |||||||||
| The effect of employee benefit and stock plans and dividend reinvestment | ( | ( | |||||||||
| Cash dividends paid to Shareholders | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash flow used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| CASH AND CASH EQUIVALENTS | |||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
1.BASIS OF PRESENTATION
2.SUPPLEMENTAL CASH FLOW DISCLOSURES
| Six Months Ended December 31, | |||||||||||
| (in thousands) | 2022 | 2021 | |||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes | |||||||||||
| Supplemental disclosure of non-cash information: | |||||||||||
| Changes in accounts payable related to purchases of property, plant and equipment | ( | ( | |||||||||
3. DIVESTITURE
During the year ended June 30, 2020, we completed the sale of certain assets of the non-core specialty alloys and metals business within the Infrastructure segment located in New Castle, Pennsylvania to Advanced Metallurgical Group N.V. for an aggregate price of $24.0 million.
The net book value of these assets at closing was $29.5 million, and the pre-tax loss on divestiture recognized during the year ended June 30, 2020 was $6.5 million. Transaction proceeds were primarily used for capital expenditures related to our simplification/modernization efforts. During the year ended June 30, 2022, we recorded a pre-tax gain of $1.0 million on the New Castle divestiture due to proceeds held in escrow until November 2021.
4. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received on the sale of 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.
7
As of December 31, 2022, the fair values of our financial assets and financial liabilities are categorized as follows:
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Derivatives (1) | $ | — | $ | $ | — | $ | |||||||||||||||||
| Total assets at fair value | $ | — | $ | $ | — | $ | |||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
Derivatives (1) | $ | — | $ | $ | — | $ | |||||||||||||||||
| Total liabilities at fair value | $ | — | $ | $ | — | $ | |||||||||||||||||
As of June 30, 2022, the fair values of our financial assets and financial liabilities are categorized as follows:
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Derivatives (1) | $ | — | $ | $ | — | $ | |||||||||||||||||
| Total assets at fair value | $ | — | $ | $ | — | $ | |||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
Derivatives (1) | $ | — | $ | $ | — | $ | |||||||||||||||||
| Total liabilities at fair value | $ | — | $ | $ | — | $ | |||||||||||||||||
(1) Currency derivatives are valued based on observable market spot and forward rates and are classified within Level 2 of the fair value hierarchy.
5. 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, we do not hold any derivative instruments for trading purposes. We account for derivative instruments as a hedge of the related asset, liability, firm commitment or anticipated transaction, when the derivative is specifically designated and qualifies as a hedge of such items. Our objective in managing foreign exchange exposures with derivative instruments is to reduce volatility in cash flow. We measure hedge effectiveness by assessing the changes in the fair value or expected future cash flows of the hedged item.
There were no derivatives designated as hedging instruments as of December 31, 2022 and June 30, 2022. The fair value of derivatives not designated as hedging instruments in the condensed consolidated balance sheets are as follows:
| (in thousands) | December 31, 2022 | June 30, 2022 | |||||||||
| Derivatives not designated as hedging instruments | |||||||||||
| Other current assets - currency forward contracts | $ | $ | |||||||||
| Other current liabilities - currency forward contracts | ( | ( | |||||||||
| Total derivatives not designated as hedging instruments | ( | ||||||||||
| Total derivatives | $ | $ | ( | ||||||||
8
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 condensed consolidated balance sheet, with the offset to other expense (income), net. (Gains) losses related to derivatives not designated as hedging instruments have been recognized as follows:
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| (in thousands) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Other expense (income), net - currency forward contracts | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
NET INVESTMENT HEDGES
As of December 31, 2022 and June 30, 2022, we had certain foreign currency-denominated intercompany loans payable with total aggregate principal amounts of €17.0 million and €13.0 million, respectively, designated as net investment hedges to hedge the foreign exchange exposure of our net investment in our Euro-based subsidiaries. A loss of $0.4 million and a gain of $0.1 million were recorded as a component of foreign currency translation adjustments in other comprehensive income for the three months ended December 31, 2022 and 2021, respectively. Gains of $1.3 million and $1.4 million were recorded as a component of foreign currency translation adjustments in other comprehensive loss for the six months ended December 31, 2022 and 2021, respectively.
As of December 31, 2022, the foreign currency-denominated intercompany loans payable designated as net investment hedges consisted of:
| Instrument | Notional (EUR in thousands)(2) | Notional (USD in thousands)(2) | Maturity | ||||||||
| Foreign currency-denominated intercompany loan payable | € | $ | June 30, 2023 | ||||||||
(2) Includes principal and accrued interest.
6. RESTRUCTURING AND OTHER CHARGES, NET
We recorded no restructuring and related charges for the three and six months ended December 31, 2022. For the three months ended December 31, 2021, we recorded restructuring and related benefits from the reversal of charges of $1.7 million, which consisted of benefits of $1.7 million in Metal Cutting and an immaterial amount in Infrastructure. Of this amount, restructuring benefits were $3.5 million and restructuring-related charges were $1.8 million (included in cost of goods sold).
For the six months ended December 31, 2021, we recorded restructuring and related benefits from the reversal of charges of $0.4 million, which consisted of benefits of $0.4 million in Metal Cutting and an immaterial amount in Infrastructure. Of this amount, restructuring benefits were $3.3 million and restructuring-related charges were $2.8 million (included in cost of goods sold).
As of December 31, 2022, $3.7 million and $1.5 million of the restructuring accrual was recorded in other current liabilities and other liabilities, respectively, in our condensed consolidated balance sheet. As of June 30, 2022, $6.0 million and $1.9 million of the restructuring accrual was recorded in other current liabilities and other liabilities, respectively. The amounts are as follows:
| (in thousands) | June 30, 2022 | Expense | Translation | Cash Expenditures | December 31, 2022 | ||||||||||||||||||||||||
| Severance | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
Included in other charges, net for the three and six months ended December 31, 2022 is a net benefit of $1.5 million, consisting primarily of $1.9 million from a gain on a sale of property.
9
7. STOCK-BASED COMPENSATION
Stock Options
| Options | Weighted Average Exercise Price | Weighted Average Remaining Life (years) | Aggregate Intrinsic value (in thousands) | ||||||||||||||||||||
Options outstanding, June 30, 2022 | $ | ||||||||||||||||||||||
| Exercised | |||||||||||||||||||||||
| Lapsed or forfeited | ( | ||||||||||||||||||||||
Options outstanding, December 31, 2022 | $ | $ | |||||||||||||||||||||
Options vested, December 31, 2022 | $ | $ | |||||||||||||||||||||
Options exercisable, December 31, 2022 | $ | $ | |||||||||||||||||||||
As of December 31, 2022 and June 30, 2022, there was no unrecognized compensation cost related to options outstanding, and all options were fully vested as of December 31, 2022 and 2021.
The amount of cash received from the exercise of options during the six months ended December 31, 2022 and 2021 was zero and $0.2 million, respectively. The total intrinsic value of options exercised during the six months ended December 31, 2022 and 2021 was zero and $0.1 million, respectively.
Restricted Stock Units – Performance Vesting and Time Vesting
Changes in our performance vesting and time vesting restricted stock units for the six months ended December 31, 2022 were as follows:
| Performance Vesting Stock Units | Performance Vesting Weighted Average Fair Value | Time Vesting Stock Units | Time Vesting Weighted Average Fair Value | ||||||||||||||||||||
Unvested, June 30, 2022 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ||||||||||||||||||||||
| Performance metric adjustments, net | ( | ||||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||
Unvested, December 31, 2022 | $ | $ | |||||||||||||||||||||
During the six months ended December 31, 2022 and 2021, compensation expense related to time vesting and performance vesting restricted stock units was $13.1 million and $12.6 million, respectively. Performance vesting stock units were adjusted by 52,111 units during the six months ended December 31, 2022 related to the fiscal 2022 performance year. As of December 31, 2022, the total unrecognized compensation cost related to unvested time vesting and performance vesting restricted stock units was $34.0 million and is expected to be recognized over a weighted average period of 2.0 years.
10
8. PENSION AND OTHER POSTRETIREMENT BENEFITS
The table below summarizes the components of net periodic pension income:
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| (in thousands) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of transition obligation | |||||||||||||||||||||||
| Amortization of prior service cost | |||||||||||||||||||||||
| Recognition of actuarial losses | |||||||||||||||||||||||
| Net periodic pension income | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The table below summarizes the components of net periodic other postretirement benefit cost:
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||||||||||||||
| (in thousands) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Interest cost | $ | $ | $ | $ | |||||||||||||||||||
| Amortization of prior service credit | ( | ( | ( | ( | |||||||||||||||||||
| Recognition of actuarial loss | |||||||||||||||||||||||
| Net periodic other postretirement benefit cost | $ | $ | $ | $ | |||||||||||||||||||
The service cost component of net periodic pension income is reported as a component of cost of goods sold and operating expense. All other components of net periodic pension income and net periodic other postretirement benefit cost are reported as a component of other expense (income), net.
9. INVENTORIES
We used the last-in, first-out (LIFO) method of valuing inventories for 38 percent and 39 percent of total inventories at December 31, 2022 and June 30, 2022, respectively. Inventory valuations under the LIFO method are based on an annual determination of quantities and costs as of June 30 of each year; therefore, the interim LIFO valuations are based on our projections of expected year-end inventory levels and costs and are subject to any final year-end LIFO inventory adjustments.
Inventories consisted of the following:
| (in thousands) | December 31, 2022 | June 30, 2022 | |||||||||
| Finished goods | $ | $ | |||||||||
| Work in process and powder blends | |||||||||||
| Raw materials | |||||||||||
| Inventories at current cost | |||||||||||
| Less: LIFO valuation | ( | ( | |||||||||
| Total inventories | $ | $ | |||||||||
10. LONG-TERM DEBT
11
11. REVOLVING AND OTHER LINES OF CREDIT AND NOTES PAYABLE
During fiscal 2022, we entered into the Sixth Amended and Restated Credit Agreement dated as of June 14, 2022 (the Credit Agreement). The Credit Agreement is a five-year, multi-currency, revolving credit facility, which we use to augment cash from operations and as an additional source of funds. The Credit Agreement provides for revolving credit loans of up to $700.0 million for working capital, capital expenditures and general corporate purposes. The Credit Agreement allows for borrowings in U.S. dollars, euros, Canadian dollars, pounds sterling and Japanese yen. Interest payable under the Credit Agreement is based upon the type of borrowing under the facility and may be (1) Euro Interbank Offered Rate (EURIBOR), Sterling Overnight Index Average (SONIA), Tokyo Interbank Offered Rate (TIBOR), Secured Overnight Financing Rate (SOFR), and Canadian Dollar Offered Rate (CDOR) for any borrowings in euros, pounds sterling, yen, U.S. dollars and Canadian dollars, respectively, 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 Credit Agreement matures in June 2027.
The Credit Agreement requires us to comply with various restrictive and affirmative covenants, including one financial covenant: a maximum leverage ratio where debt, net of domestic cash in excess of $25 million and sixty percent of the unrestricted cash held outside of the United States, must be less than or equal to 3.75 times trailing twelve months EBITDA, adjusted for certain non-cash expenses.
As of December 31, 2022, we were in compliance with all the covenants of the Credit Agreement and we had $76.8 million of borrowings outstanding and $623.2 million of additional availability. We had $19.0 million of borrowings outstanding as of June 30, 2022.
12. 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 sites associated with our current or former operations.
We establish and maintain accruals for estimated liabilities associated with certain environmental matters. At December 31, 2022, the balance of such accruals was $12.2 million, of which $1.9 million was current. At June 30, 2022, the balance was $12.5 million, of which $7.9 million was current. The decrease in the current balances reflects adjustments in estimated completion timelines based on currently available information, while the composition of such accruals remains largely unchanged. These accruals are generally not discounted.
We record a loss contingency when the available information indicates it is probable that we have incurred a liability and the amount of the loss is reasonably estimable. The likelihood of a loss with respect to a particular environmental matter is often difficult to predict, and determining a meaningful estimate of the loss or a range of loss may not be practicable based on information available. When a material loss contingency is probable but a reasonable estimate cannot be made, or when a material loss contingency is at least reasonably possible, disclosure is provided. The accruals we have established for estimated environmental liabilities represent our best current estimate of the probable and reasonably estimable costs of addressing 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 United States Environmental Protection Agency (USEPA), other governmental agencies and by the Potentially Responsible Party (PRP) groups in which we are participating. The accrued liabilities 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 or the courts on these matters.
Among other environmental laws, we are subject to the Comprehensive Environmental Response Compensation and Liability Act of 1980 (CERCLA), under which we have been identified by the USEPA or other third party as a PRP with respect to environmental remedial costs at certain Superfund sites. We have evaluated our claims and estimated liability associated with these sites based upon the best information currently available to us. We believe our environmental accruals are adequate to cover our portion of the environmental remedial costs at the sites where we have been designated a PRP, to the extent these expenses are probable and reasonably estimable.
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13. INCOME TAXES
The effective income tax rates for the three months ended December 31, 2022 and 2021 were 17.8 percent and 25.9 percent, respectively. The year-over-year change is primarily due to a $2.2 million tax benefit recorded in the current year quarter related to Swiss tax reform and geographical mix.
The effective income tax rates for the six months ended December 31, 2022 and 2021 were 23.6 percent and 26.5 percent, respectively. The year-over-year change is primarily due to a $2.2 million tax benefit recorded in the current year quarter related to Swiss tax reform and geographical mix.
Swiss tax reform
Swiss tax reform legislation was effectively enacted during the December quarter of fiscal 2020 when the Canton of Schaffhausen approved the Federal Act on Tax Reform and AHV Financing on October 8, 2019 (Swiss tax reform). Significant changes from Swiss tax reform include the abolishment of certain favorable tax regimes and the creation of a multi-year transitional period at both the federal and cantonal levels. The transitional provisions of Swiss tax reform allow companies to utilize a combination of lower tax rates and tax basis adjustments to fair value, which are used for tax depreciation and amortization purposes resulting in deductions over the transitional period. To reflect the federal and cantonal transitional provisions, as they apply to us, we recorded a deferred tax asset of $14.5 million during the three months ended December 31, 2020. We considered the deferred tax asset from Swiss tax reform to be an estimate based on our interpretation of the legislation, which was subject to change based on further legislative guidance, review with the Swiss federal and cantonal authorities, and modifications to the underlying valuation. During the three months ended December 31, 2022, we finalized the calculation of the transitional provisions of Swiss tax reform after a review and receipt of a ruling from the Swiss federal and cantonal authorities and recorded a $2.2 million tax benefit to adjust the deferred tax asset and income tax liabilities related to fiscal years 2021 and 2022.
14. EARNINGS PER SHARE
Basic earnings per share is computed using the weighted average number of shares outstanding during the period, while diluted earnings per share is calculated to reflect the potential dilution that would occur related to the issuance of capital stock under stock option grants, performance awards and restricted stock units. The difference between basic and diluted earnings per share relates solely to the effect of capital stock options, performance awards and restricted stock units.
The following table provides the computation of diluted shares outstanding for the three and six months ended December 31, 2022 and 2021:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||||||||
| (in thousands) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
Weighted-average shares outstanding during the period | ||||||||||||||||||||||||||
| Add: Unexercised stock options and unvested restricted stock units | ||||||||||||||||||||||||||
Number of shares on which diluted earnings per share is calculated | ||||||||||||||||||||||||||
| Unexercised stock options with an exercise price greater than the average market price and restricted stock units not included in the computation because they were anti-dilutive | ||||||||||||||||||||||||||
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15. EQUITY
A summary of the changes in the carrying amounts of total equity, Kennametal Shareholders’ equity and equity attributable to noncontrolling interests for the three months ending December 31, 2022 and 2021 is as follows:
| Kennametal Shareholders’ Equity | |||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Capital stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Non-controlling interests | Total equity | |||||||||||||||||||||||||||||
Balance as of September 30, 2022 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | ||||||||||||||||||||||||||||||||
| Dividend reinvestment | — | — | — | ||||||||||||||||||||||||||||||||
Capital stock issued under employee benefit and stock plans(3) | — | — | — | ||||||||||||||||||||||||||||||||
| Purchase of capital stock | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||
Cash dividends ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Total equity, December 31, 2022 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Kennametal Shareholders’ Equity | |||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Capital stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Non-controlling interests | Total equity | |||||||||||||||||||||||||||||
Balance as of September 30, 2021 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
| Dividend reinvestment | — | — | — | ||||||||||||||||||||||||||||||||
Capital stock issued under employee benefit and stock plans(3) | — | — | — | ||||||||||||||||||||||||||||||||
| Purchase of capital stock | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||
Cash dividends ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Total equity, December 31, 2021 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
(3) Net of restricted stock units delivered upon vesting to satisfy tax withholding requirements.
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| Kennametal Shareholders’ Equity | |||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Capital stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Non-controlling interests | Total equity | |||||||||||||||||||||||||||||
Balance as of June 30, 2022 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | ( | |||||||||||||||||||||||||||||||
| Dividend reinvestment | — | — | — | ||||||||||||||||||||||||||||||||
Capital stock issued under employee benefit and stock plans(3) | — | — | — | ||||||||||||||||||||||||||||||||
| Purchase of capital stock | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||
| Cash dividends ($0.40 per share) | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Cash dividends to non-controlling interests | — | — | — | ( | |||||||||||||||||||||||||||||||