Kennametal (KMT) 8-K Results of Operations and Financial Condition

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 19, 2005

Kennametal Inc.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

1-5318	25-0900168
(Commission File Number)	(IRS Employer Identification No.)

World Headquarters
1600 Technology Way
P.O. Box 231

Latrobe, Pennsylvania 15650-0231

(Address of Principal Executive Offices) (Zip Code)

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

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition

Item 9.01. Financial Statements and Exhibits

Item 2.02 Results of Operations and Financial Condition

Attached hereto as Exhibit 99.1 and incorporated by reference herein is the text of a presentation delivered on October [19], 2005 by Markos I. Tambakeras, Chairman, President and Chief Executive Officer of Kennametal Inc. to Financial Executives International. This information is furnished pursuant to Item 2.02 of Form 8-K. The information in this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended. The information presented by the Company contains certain non-GAAP financial measures including adjusted return on invested capital (“ROIC”), earnings before interest and taxes (“EBIT”), primary working capital (“PWC”), and debt to capital.

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

Reconciliations to the most comparable GAAP measure for the following forecasted non-GAAP financial measures are not available: EBIT and ROIC. The comparable GAAP measures are Net Income and ROIC calculated utilizing net income, respectively. As these measures are dependent on many factors and not derived from a specific calculation, reconciliation to comparable GAAP measures is not available. For the purposes of this presentation, the Company does not consider the lack of these reconciliations to be significant.

Accordingly, we have compiled below certain definitions and reconciliations as required by Regulation G.

ROIC

Adjusted Return on Invested Capital is a non-GAAP financial measure and is defined as the previous 12 months’ net income, adjusted for interest expense and special items, divided by the sum of the previous 12 months’ average balances of debt, securitized accounts receivable, minority interest and shareowners’ equity. Management believes that this financial measure provides additional insight into the underlying capital structuring and performance of the Company. Management utilizes this non-GAAP measure in determining compensation and assessing the operations of the Company.

EBIT

EBIT is an acronym for Earnings Before Interest and Taxes and is not a calculation in accordance with GAAP. The most directly comparable GAAP measure is net income. However, we believe that EBIT is widely used as a measure of operating performance and we believe EBIT to be an important indicator of the Company’s operational strength and performance. Nevertheless, the measure should not be considered in isolation or as a substitute for operating income, cash flows from operating activities or any other measure for determining liquidity that is calculated in accordance with GAAP. Additionally, Kennametal will adjust EBIT for restructuring charges, interest income and other items. Management uses this information in reviewing operating performance and in the determination of compensation.

Primary Working Capital

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

Debt-to-Capital

Debt-to-equity in accordance with GAAP is defined as total debt divided by Shareowners’ equity and total debt. Debt-to-capital is defined by Kennametal as total current and long term debt divided by total Shareowner’s equity plus minority interest plus total debt. Management believes that these financial measures provide additional insight into the underlying capital structuring and performance of the Company.

RECONCILIATIONS

DEBT TO CAPITAL RECONCILIATION (Unaudited):

(in thousands)				June 30,
	2005			2004			2003
Total debt	$	437,374		$	440,207		$	525,687
Total shareowners’ equity		972,862			887,152			721,577
Debt to equity, GAAP		45.0	%		49.6	%		72.9	%
Total debt	$	437,374		$	440,207		$	525,687
Minority interest		17,460			16,232			18,880
Total shareowners’ equity		972,862			887,152			721,577
Total capital	$	1,427,696		$	1,343,591		$	1,266,144
Debt to Capital		30.6	%		32.8	%		41.5	%

EBIT RECONCILIATION (Unaudited):

	Twelve Months Ended June 30,
	2005			2004				2003
Net income, as reported	$	119,291		$	73,578			$	18,130
As % of sales		5.2	%		3.7	%			1.0	%
Add back:							��
Interest		27,277			25,884				36,166
Taxes		61,394			35,500				14,300
EBIT		207,962			134,962				68,596
Additional adjustments:
Minority interest		3,592			1,596				1,860
Interest income		(3,462	)		(1,437	)			(2,815	)
Securitization fees		3,186			1,679				1,892
Adjusted EBIT	$	211,278		$	136,800			$	69,533

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RETURN ON INVESTED CAPITAL RECONCILIATION (Unaudited):

For the Period Ended June 30, 2005

Invested Capital	6/30/2005		3/31/2005		12/31/2004		9/30/2004		6/30/2004		Average
Debt	$	437,374	$	485,168	$	405,156	$	435,435	$	440,207	$	440,668
Accounts receivable securitized		109,786		120,749		115,253		115,309		117,480		115,715
Minority interest		17,460		19,664		19,249		17,377		16,232		17,996
Shareowners’ equity		972,862		1,021,186		1,003,507		924,432		887,152		961,828
Total	$	1,537,482	$	1,646,767	$	1,543,165	$	1,492,553	$	1,461,071	$	1,536,207

	Quarter Ended
Interest Expense	6/30/2005		3/31/2005		12/31/2004		9/30/2004		Total
Interest expense	$	7,897	$	6,803	$	6,121	$	6,456	$	27,277
Securitization interest		981		868		757		580		3,186
Total interest expense	$	8,878	$	7,671	$	6,878	$	7,036	$	30,463
Income tax benefit										10,175
Total Interest Expense, net of tax									$	20,288

	Quarter Ended
Total Income	6/30/2005		3/31/2005		12/31/2004		9/30/2004		Total
Net Income, as reported	$	37,740	$	30,650	$	28,181	$	22,720	$	119,291
Restructuring and asset impairment charges		—		3,306		—		—		3,306
Loss on assets held for sale		—		1,086		—		—		1,086
Minority interest expense		238		1,449		928		977		3,592
Total Income, excluding special items	$	37,978	$	36,491	$	29,109	$	23,697	$	127,275
Total Income, excluding special items									$	127,275
Total Interest Expense, net of tax										20,288
									$	147,563
Average invested capital									$	1,536,207
Adjusted Return on Invested Capital										9.6	%
Return on Invested Capital calculated utilizing Net Income, as reported is as follows:
Net Income, as reported									$	119,291
Total Interest Expense, net of tax										20,288
									$	139,579
Average invested capital									$	1,536,207
Return on Invested Capital										9.1	%

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RETURN ON INVESTED CAPITAL RECONCILIATION (Unaudited):

For the Period Ended June 30, 2004

Invested Capital	6/30/2004		3/31/2004		12/31/2003		9/30/2003		6/30/2003		Average
Debt	$	440,207	$	494,312	$	481,327	$	520,138	$	525,687	$	492,334
Accounts receivable securitized		117,480		108,916		101,422		95,318		99,316		104,490
Minority interest		16,232		16,598		16,286		16,089		18,880		16,817
Shareowners’ equity		887,152		809,904		791,442		746,562		721,577		791,327
Total	$	1,461,071	$	1,429,730	$	1,390,477	$	1,378,107	$	1,365,460	$	1,404,968

	Quarter Ended
Interest Expense	6/30/2004		3/31/2004		12/31/2003		9/30/2003		Total
Interest expense	$	6,405	$	6,332	$	6,547	$	6,600	$	25,884
Securitization interest		443		356		483		397		1,679
Total interest expense	$	6,848	$	6,688	$	7,030	$	6,997	$	27,563
Income tax benefit										8,820
Total interest expense, net of tax									$	18,743

	Quarter Ended
Total Income	6/30/2004			3/31/2004		12/31/2003			9/30/2003		Total
Net income, as reported	$	29,852		$	24,070	$	10,892		$	8,764	$	73,578
Minority interest expense		(36	)		533		404			695		1,596
MSSG restructuring		—			—		1,109			2,307		3,416
AMSG restructuring		—			—		1,018			—		1,018
Widia integration costs — MSSG		—			—		—			1,027		1,027
Widia integration costs — AMSG		—			—		—			33		33
Pension curtailment		—			—		883			—		883
Gain on Toshiba investment		—			—		(2,990	)		—		(2,990	)
Note receivable		—			—		1,360			—		1,360
Total Income, excluding special items	$	29,816		$	24,603	$	12,676		$	12,826	$	79,921
Total Income, excluding special items											$	79,921
Total Interest Expense, net of tax												18,743
											$	98,664
Average invested capital											$	1,404,968
Adjusted Return on Invested Capital												7.0	%
Return on Invested Capital calculated utilizing Net Income, as reported is as follows:
Net Income, as reported											$	73,578
Total Interest Expense, net of tax												18,743
											$	92,321
Average invested capital											$	1,404,968
Return on Invested Capital												6.6	%

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RETURN ON INVESTED CAPITAL RECONCILIATION (Unaudited):

For the Period Ended June 30, 2003

Invested Capital	6/30/2003		3/31/2003		12/31/2002		9/30/2002		6/30/2002		Average
Debt	$	525,687	$	580,135	$	617,016	$	616,607	$	411,367	$	550,162
Accounts receivable securitized		99,316		93,614		100,000		95,117		95,900		96,789
Minority interest		18,880		18,070		17,594		17,685		10,671		16,580
Shareowners’ equity		721,577		756,511		737,729		721,007		713,962		730,157
Total	$	1,365,460	$	1,448,330	$	1,472,339	$	1,450,416	$	1,231,900	$	1,393,688

					Quarter Ended
Interest Expense	6/30/2003		3/31/2003		12/31/2002		9/30/2002		Total
Interest expense	$	9,108	$	8,979	$	9,594	$	8,485	$	36,166
Securitization interest		413		406		536		537		1,892
Total interest expense	$	9,521	$	9,385	$	10,130	$	9,022	$	38,058
Income tax benefit										11,417
Total interest expense, net of tax									$	26,641

	Quarter Ended
Total Income	6/30/2003			3/31/2003		12/31/2002		9/30/2002			Total
Net income, as reported	$	(4,868	)	$	9,699	$	2,470	$	10,829		$	18,130
Minority interest expense		74			739		709		338			1,860
MSSG restructuring		2,194			754		3,394		—			6,342
AMSG restructuring		857			773		1,577		(123	)		3,084
AMSG Electronics impairment		15,269			—		—		—			15,269
Corporate restructuring		(69	)		195		670		—			796
Widia integration costs — MSSG		1,758			1,337		967		483			4,545
Widia integration costs — AMSG		818			13		3		—			834
J&L restructuring		(45	)		561		327		—			843
FSS restructuring		—			6		20		—			26
Total Income, excluding special items	$	15,988		$	14,077	$	10,137	$	11,527		$	51,729
Total Income, excluding special items											$	51,729
Total Interest Expense, net of tax												26,641
											$	78,370
Average invested capital											$	1,393,688
Adjusted Return on Invested Capital												5.6	%
Return on Invested Capital calculated utilizing Net Income, as reported is as follows:
Net Income, as reported											$	18,130
Total Interest Expense, net of tax												26,641
											$	44,771
Average invested capital											$	1,393,688
Return on Invested Capital												3.2	%

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PRIMARY WORKING CAPITAL RECONCILIATON (Unaudited):

For the Period Ended June 30, 2005

	FISCAL 2005
	6/30/05			3/31/05			12/31/04			9/30/04			6/30/04			Average
Current assets	$	831,062		$	885,829		$	845,374		$	820,187		$	796,945		$	835,879
Current liabilities		428,658			458,464			397,921			483,485			486,527			451,011
Working capital in accordance with GAAP	$	402,404		$	427,365		$	447,453		$	336,702		$	310,418		$	384,868
Excluding items:
Cash and cash equivalents		(43,220	)		(34,792	)		(32,168	)		(28,688	)		(25,940	)		(32,961	)
Deferred income taxes		(70,391	)		(98,063	)		(99,731	)		(96,144	)		(95,240	)		(91,914	)
Other current assets		(37,466	)		(82,822	)		(39,605	)		(37,178	)		(40,443	)		(47,503	)
Total excluded current assets	$	(151,077	)	$	(215,677	)	$	(171,504	)	$	(162,010	)	$	(161,623	)	$	(172,378	)
Adjusted current assets		679,985			670,152			673,870			658,177			635,322			663,501
Short-term debt, including notes payable		(50,889	)		(56,225	)		(28,888	)		(116,446	)		(126,807	)		(75,851	)
Accrued liabilities		(222,930	)		(259,971	)		(226,568	)		(220,496	)		(211,504	)		(228,294	)
Total excluded current liabilities	$	(273,819	)	$	(316,196	)	$	(255,456	)	$	(336,942	)	$	(338,311	)	$	(304,145	)
Adjusted current liabilities		154,839			142,268			142,465			146,543			148,216			146,866
Primary working capital	$	525,146		$	527,884		$	531,405		$	511,634		$	487,106		$	516,635
Five quarter average PWC																$	516,635
Sales, for the twelve months ended June 30, 2005																	2,304,167
PWC as a percentage of sales																	22.4	%

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PRIMARY WORKING CAPITAL RECONCILIATON (Unaudited):

For the Period Ended June 30, 2004

	FISCAL 2004
	6/30/04			3/31/04			12/31/03			9/30/03			6/30/03			Average
Current assets	$	796,945		$	790,892		$	752,703		$	768,634		$	782,352		$	778,305
Current liabilities		486,527			340,743			307,190			316,606			345,008			359,215
Working capital in accordance with GAAP	$	310,418		$	450,149		$	445,513		$	452,028		$	437,344		$	419,090
Excluding items:
Cash and cash equivalents		(25,940	)		(27,528	)		(15,086	)		(14,720	)		(15,093	)		(19,673	)
Deferred income taxes		(95,240	)		(88,480	)		(88,820	)		(86,888	)		(97,237	)		(91,333	)
Other current assets		(40,443	)		(38,803	)		(39,460	)		(47,003	)		(48,606	)		(42,863	)
Total excluded current assets	$	(161,623	)	$	(154,811	)	$	(143,366	)	$	(148,611	)	$	(160,936	)	$	(153,869	)
Adjusted current assets		635,322			636,081			609,337			620,023			621,416			624,436
Short-term debt, including notes payable		(126,807	)		(8,193	)		(12,872	)		(11,375	)		(10,845	)		(34,018	)
Accrued liabilities		(211,504	)		(200,304	)		(181,755	)		(197,578	)		(215,654	)		(201,359	)
Total excluded current liabilities	$	(338,311	)	$	(208,497	)	$	(194,627	)	$	(208,953	)	$	(226,499	)	$	(235,377	)
Adjusted current liabilities		148,216			132,246			112,563			107,653			118,509			123,837
Primary working capital	$	487,106		$	503,835		$	496,774		$	512,370		$	502,907		$	500,599
Five quarter average PWC																$	500,599
Sales, for the twelve months ended June 30, 2004																	1,971,441
PWC as a percentage of sales																	25.4	%

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PRIMARY WORKING CAPITAL RECONCILIATON (Unaudited):

For the Period Ended June 30, 2003

	FISCAL 2003
	6/30/03			3/31/03			12/31/02			9/30/02			6/30/02			Average
Current assets	$	782,352		$	788,091		$	755,018		$	750,397		$	637,384		$	742,648
Current liabilities		345,008			344,865			281,431			289,860			262,100			304,653
Working capital in accordance with GAAP	$	437,344		$	443,226		$	473,587		$	460,537		$	375,284		$	437,995
Excluding items:
Cash and cash equivalents		(15,093	)		(17,250	)		(18,155	)		(14,300	)		(10,385	)		(15,037	)
Deferred income taxes		(97,237	)		(81,651	)		(80,204	)		(71,084	)		(71,375	)		(80,310	)
Other current assets		(48,606	)		(44,286	)		(53,868	)		(40,110	)		(31,447	)		(44,263	)
Total excluded current assets	$	(160,936	)	$	(143,187	)	$	(152,227	)	$	(125,494	)	$	(113,207	)	$	(139,010	)
Adjusted current assets		621,416			644,904			602,791			624,903			524,177			603,638
Short-term debt, including notes payable		(10,845	)		(15,068	)		(17,591	)		(16,992	)		(23,480	)		(16,795	)
Accrued liabilities		(215,654	)		(208,816	)		(171,726	)		(171,045	)		(137,034	)		(180,855	)
Total excluded current liabilities	$	(226,499	)	$	(223,884	)	$	(189,317	)	$	(188,037	)	$	(160,514	)	$	(197,650	)
Adjusted current liabilities		118,509			120,981			92,114			101,823			101,586			107,003
Primary working capital	$	502,907		$	523,923		$	510,677		$	523,080		$	422,591		$	496,635
Five quarter average PWC																$	496,635
Sales, for the twelve months ended June 30, 2003																	1,758,957
PWC as a percentage of sales																	28.2	%

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1

Presentation by Markos I. Tambakeras delivered to Financial Executives International on October 19, 2005.

Signatures

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

		KENNAMETAL INC.
Date: October 19, 2005	By:	/s/ Timothy A. Hibbard
		Timothy A. Hibbard
		Corporate Controller and Chief Accounting Officer