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, 1999
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, 1999
--------------------- ------------------
Class A Common Stock $.01 Par Value 25,587,625 shares
Class B Common Stock $.01 Par Value 11,474,671 shares
Page 1
BLOUNT INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
Page No.
------------
Part I. Financial Information
Condensed Consolidated Balance Sheets -
March 31, 1999 and December 31, 1998 3
Condensed Consolidated Statements of Income -
three months ended March 31, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows -
three months ended March 31, 1999 and 1998 5
Condensed Consolidated Statements of
Changes in Stockholders' Equity -
three months ended March 31, 1999 and 1998 6
Notes to Condensed Consolidated Financial Statements 7
Management's Discussion and Analysis 11
Part II. Other Information 14
Page 2
BLOUNT INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
March 31, December 31,
1999 1998
--------- ------------
(Unaudited)
ASSETS
- ------------------------------------------------
Current assets:
Cash and cash equivalents $ 13,582 $ 45,107
Accounts receivable, net of allowance for
doubtful accounts of $4,050 and $3,914 173,287 132,250
Inventories 122,327 120,997
Deferred income taxes 22,024 22,011
Other current assets 5,624 6,663
- ------------------------------------------------ -------- --------
Total current assets 336,844 327,028
Property, plant and equipment, net of accumulated
depreciation of $215,166 and $209,862 177,556 182,944
Cost in excess of net assets of acquired businesses, net 113,746 114,717
Other assets 43,790 44,094
- ------------------------------------------------ -------- --------
Total Assets $671,936 $668,783
- ------------------------------------------------ ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------------------
Current liabilities:
Notes payable and current maturities of
long-term debt $ 619 $ 689
Accounts payable 29,968 30,451
Accrued expenses 60,378 63,838
- ------------------------------------------------ -------- --------
Total current liabilities 90,965 94,978
Long-term debt, exclusive of current maturities 161,650 161,604
Deferred income taxes, exclusive of current portion 13,108 12,938
Other liabilities 45,679 44,649
- ------------------------------------------------ -------- --------
Total liabilities 311,402 314,169
- ------------------------------------------------ -------- --------
Commitments and Contingent Liabilities
Stockholders' equity:
Common Stock: par value $.01 per share
Class A: 27,434,260 and 27,428,105 shares issued 274 274
Class B, convertible: 11,474,671 and 11,479,471
shares issued 115 115
Capital in excess of par value of stock 38,723 38,690
Retained earnings 355,134 348,917
Accumulated other comprehensive income 7,192 7,648
Less Class A treasury stock at cost,
1,846,635 and 1,852,302 shares (40,904) (41,030)
- ------------------------------------------------ -------- --------
Total stockholders' equity 360,534 354,614
- ------------------------------------------------ -------- --------
Total Liabilities and Stockholders' Equity $671,936 $668,783
- ------------------------------------------------ ======== ========
The accompanying notes are an integral part of these statements.
Page 3
BLOUNT INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share data)
Three Months Ended March 31,
----------------------------
1999 1998
- ------------------------------------------------ ---------- ----------
(Unaudited)
Sales $ 185,103 $ 199,734
Cost of sales 131,936 139,229
- ------------------------------------------------ ---------- ----------
Gross profit 53,167 60,505
Selling, general and administrative expenses 37,330 35,565
- ------------------------------------------------ ---------- ----------
Income from operations 15,837 24,940
Interest expense (3,510) (3,031)
Interest income 629 378
Other expense, net (49)
- ------------------------------------------------ ---------- ----------
Income before income taxes 12,907 22,287
Provision for income taxes 4,064 8,580
- ------------------------------------------------ ---------- ----------
Net income $ 8,843 $ 13,707
- ------------------------------------------------ ========== ==========
Earnings per share:
Basic $ .24 $ .37
========== ==========
Diluted $ .23 $ .36
- ------------------------------------------------ ========== ==========
Cash dividends declared per share:
Class A Common Stock $ .071 $ .071
========== ==========
Class B Common Stock $ .067 $ .067
- ------------------------------------------------ ========== ==========
The accompanying notes are an integral part of these statements.
Page 4
BLOUNT INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Three Months Ended March 31,
----------------------------
1999 1998
- ------------------------------------------------ ---------- ----------
(Unaudited)
Cash Flows From Operating Activities:
Net Income $ 8,843 $ 13,707
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, amortization and other
noncash charges 8,042 7,396
Deferred income taxes 157 (227)
Loss (gain) on disposals of property, plant
and equipment 17 (14)
Changes in assets and liabilities:
Increase in accounts receivable (39,542) (21,610)
Increase in inventories (1,330) (8,335)
Decrease in other assets 1,087 1,303
Increase (decrease) in accounts payable (483) 8,140
Decrease in accrued expenses (3,460) (715)
Increase (decrease) in other liabilities 530 (730)
- ------------------------------------------------ ---------- ----------
Net cash used in operating activities (26,139) (1,085)
- ------------------------------------------------ ---------- ----------
Cash Flows From Investing Activities:
Proceeds from sales of property, plant
and equipment 40 31
Purchases of property, plant and equipment (2,896) (6,089)
- ------------------------------------------------ ---------- ----------
Net cash used in investing activities (2,856) (6,058)
- ------------------------------------------------ ---------- ----------
Cash Flows From Financing Activities:
Net increase in short-term borrowings 23 6,386
Issuance of long-term debt 4,000
Reduction of long-term debt (102) (2,541)
Decrease in restricted funds 16 4
Dividends paid (2,593) (2,620)
Other 126 1,380
- ------------------------------------------------ ---------- ----------
Net cash provided by (used in)
financing activities (2,530) 6,609
- ------------------------------------------------ ---------- ----------
Net decrease in cash and cash equivalents (31,525) (534)
Cash and cash equivalents at beginning of period 45,107 4,848
- ------------------------------------------------ ---------- ----------
Cash and cash equivalents at end of period $ 13,582 $ 4,314
- ------------------------------------------------ ========== ==========
The accompanying notes are an integral part of these statements.
Page 5
BLOUNT INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY (Unaudited)
(In thousands)
Accumulated
Common Stock Capital Other
---------------- In Excess Retained Comprehensive Treasury
Class A Class B of Par Earnings Income Stock Total
- ------------------------ ------- ------- --------- -------- ------------- --------- ---------
Balance, December 31, 1997 $ 273 $ 116 $37,663 $300,272 $ 7,050 $(29,286) $316,088
Net income 13,707 13,707
Other comprehensive
income (loss), net (17) (17)
--------
Comprehensive income 13,690
--------
Dividends (2,625) (2,625)
Other 80 (648) 1,948 1,380
- ------------------------ ----- ----- ------- -------- ------- -------- --------
Balance March 31, 1998 $ 273 $ 116 $37,743 $310,706 $ 7,033 $(27,338) $328,533
- ------------------------ ===== ===== ======= ======== ======= ======== ========
Balance, December 31, 1998 $ 274 $ 115 $38,690 $348,917 $ 7,648 $(41,030) $354,614
Net income 8,843 8,843
Other comprehensive
income (loss), net (456) (456)
--------
Comprehensive income 8,387
--------
Dividends (2,593) (2,593)
Other 33 (33) 126 126
- ------------------------ ----- ----- ------- -------- ------- -------- --------
Balance, March 31, 1999 $ 274 $ 115 $38,723 $355,134 $ 7,192 $(40,904) $360,534
- ------------------------ ===== ===== ======= ======== ======= ======== ========
The accompanying notes are an integral part of these statements.
Page 6
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, 1999
and the results of operations and cash flows for the periods ended March 31,
1999 and 1998. 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, 1998. The results of operations for
the periods ended March 31, 1999 and 1998 are not necessarily indicative of the
results to be expected for the twelve months ended December 31, 1999, due to the
seasonal nature of certain of the Company's operations.
The Company's Internet home page is http://www.blount.com.
NOTE 2 On April 19, 1999, the Company and Lehman Brothers Merchant Banking
Partners II L.P. and its affiliated co-investors ("Lehman Brothers Merchant
Banking Partnership") jointly announced the signing of a definitive merger
agreement providing for the merger of the Company with an entity wholly-owned by
Lehman Brothers Merchant Banking Partnership. Upon completion of the
transaction, Lehman Brothers Merchant Banking Partnership will be the majority
owner of the Company. The total value of the transaction, including equity and
debt, is approximately $1.35 billion.
The merger agreement provides that the Company's shareholders may elect to
receive $30 in cash for each of their shares or to retain Company common stock.
The election to retain stock is subject to proration so that, regardless of the
elections among shareholders, approximately 96 percent of the outstanding
Company shares will be exchanged for cash and approximately 4 percent will be
retained by existing shareholders.
After giving effect to the merger, Lehman Brothers Merchant Banking Partnership
and the Company's current management will own approximately 90 percent of the
Company, and the Company's pre-merger shareholders will own approximately
10 percent. In connection with the merger, the Company will be capitalized with
approximately $462 million of equity, of which approximately $417 million will
be invested by Lehman Brothers Merchant Banking Partnership and management.
Senior credit commitments and interim term loan commitments for $500 million and
$325 million respectively have been obtained from Lehman Brothers Holdings Inc.
to finance the transaction.
The Blount Holding Company, L.P., which holds shares representing approximately
63 percent of the outstanding Company stock on a voting basis, has agreed to
vote its shares in favor of the merger. The merger, which is expected to be
consummated during the second or third quarter of 1999, is subject to customary
conditions including the completion of financing, the approval of the Company's
stockholders and the expiration of antitrust regulatory waiting periods.
Lehman Brothers Merchant Banking Partnership is a $2.0 billion institutional
merchant banking fund focused on investments in established operating companies.
During the first quarter of 1999, the Company incurred expenses of approximately
$0.6 million associated with this transaction.
Page 7
NOTE 3 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 The Blount
Foundation, Inc., a charitable foundation. Winton M. Blount is a director of
The Blount Foundation, Inc. On an after-tax basis, this donation had no
significant effect on net income.
NOTE 4 Inventories consist of the following (in thousands):
March 31, December 31,
1999 1998
--------------------------------- ------------ ------------
Finished goods $ 71,931 $ 73,599
Work in process 21,010 19,317
Raw materials and supplies 29,386 28,081
--------------------------------- -------- --------
$122,327 $120,997
--------------------------------- ======== ========
NOTE 5 Segment information is as follows (in thousands):
Three Months Ended March 31,
----------------------------
1999 1998
- ------------------------------------------ ---------- ----------
Sales:
Outdoor Products $ 76,232 $ 77,534
Sporting Equipment 70,264 61,311
Industrial and Power Equipment 38,607 60,889
- ------------------------------------------ ---------- ----------
$ 185,103 $ 199,734
- ------------------------------------------ ========== ==========
Operating income:
Outdoor Products $ 16,088 $ 15,953
Sporting Equipment 5,470 4,061
Industrial and Power Equipment 930 9,952
- ------------------------------------------ ---------- ----------
Operating income from segments 22,488 29,966
Corporate office expenses (6,651) (5,026)
- ------------------------------------------ ---------- ----------
Income from operations 15,837 24,940
Interest expense (3,510) (3,031)
Interest income 629 378
Other expense, net (49)
- ------------------------------------------ ---------- ----------
Income before income taxes $ 12,907 $ 22,287
- ------------------------------------------ ========== ==========
NOTE 6 In 1989, the United States Environmental Protection Agency ("EPA")
designated a predecessor of the Company as one of four potentially responsible
parties ("PRPs") with respect to the Onalaska Municipal Landfill in Onalaska,
Wisconsin ("the Site"). The waste complained of was placed in the landfill
prior to 1981 by a corporation, some of whose assets were later purchased by a
predecessor of the Company. It is the view of management that because the
Company's predecessor corporation purchased assets rather than stock, the
Company is not liable and is not properly a PRP. Although management believes
the EPA is wrong on the successor liability issue, with other PRPs, the Company
made a good faith offer to the EPA to pay a portion of the Site clean-up costs.
The offer was rejected and the EPA and State of Wisconsin ("the State")
proceeded with the clean-up at a cost of approximately $12 million. The EPA and
the State brought suit in 1996 against the Town of Onalaska ("the Town") and a
Page 8
second PRP, Metallics, Inc., to recover response costs. On December 18, 1996,
the United States District Court for the Western District of Wisconsin approved
and entered Consent Decrees pursuant to which the Town and Metallics, Inc.
settled the suit and will pay a total of over $1.8 million to the EPA and the
State. The Company continues to maintain that it is not a liable party. The
EPA has not taken action against the Company, nor has the EPA accepted the
Company's position. The Company does not know the financial status of the other
named and unnamed PRPs who may have liability with respect to the Site.
Management does not expect the situation to have a material adverse effect on
consolidated financial condition or operating results.
Under the provisions of Washington State environmental laws, the Washington
State Department of Ecology ("WDOE") has notified the Company that it is one of
many companies named as a Potentially Liable Party ("PLP"), for the Pasco
Sanitary Landfill site, Pasco, Washington ("the Site"). Although the clean-up
costs are believed to be substantial, accurate estimates will not be available
until the environmental studies have been completed at the Site. However, based
upon the total documented volume of waste sent to the Site, the Company's waste
volume compared to that total waste volume should cause the Company to be
classified as a "de minimis" PLP. In July 1992, the Company and thirty-eight
other PLPs entered into an Administrative Agreed Order with WDOE to perform a
Phase I Remedial Investigation at the Site. In October 1994, WDOE issued an
administrative Unilateral Enforcement Order to all PLPs to complete a Phase II
Remedial Investigation and Feasibility Study ("RI/FS") under the Scope of Work
established by WDOE. The results of the RI/FS investigation are expected in the
near future. The Company is unable to determine, at this time, the level of
clean-up demands that may be ultimately placed on it. Management believes that,
given the number of PLPs named with respect to the Site and their financial
condition, the Company's potential response costs associated with the Site will
not have a material adverse effect on consolidated financial condition or
operating results.
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, 1998 for other
commitments and contingencies of the Company which have not changed
significantly since that date.
NOTE 7 Income taxes paid during the three months ended March 31, 1999 and 1998
were $5.0 million and $4.8 million. Interest paid during the three months ended
March 31, 1999 and 1998 was $0.5 million and $1.2 million.
Page 9
NOTE 8 For the periods ended March 31, 1999 and 1998, net income and shares
used in the earnings per share ("EPS") computations were the following amounts:
Three Months Ended March 31,
----------------------------
1999 1998
- ------------------------------------------ ---------- ----------
Net income (in thousands) $ 8,843 $ 13,707
- ------------------------------------------ ========== ==========
Shares:
Basic EPS - weighted average common
shares outstanding 37,061,509 37,503,917
Dilutive effect of stock options 998,258 1,083,632
- ------------------------------------------ ---------- ----------
Diluted EPS 38,059,767 38,587,549
- ------------------------------------------ ========== ==========
Options to purchase 560,600 shares were granted during the first quarter of 1999
under the 1998 Blount Long-Term Executive Stock Option Plan.
NOTE 9 Blount, Inc. is a wholly-owned subsidiary of Blount International, Inc.
Summarized unaudited consolidated financial information for Blount, Inc. is as
follows (in thousands):
March 31, December 31,
1999 1998
- ----------------------------------------------- --------- ------------
Current assets $338,812 $351,326
Noncurrent assets 335,092 341,755
- ----------------------------------------------- -------- --------
Total assets $673,904 $693,081
- ----------------------------------------------- ======== ========
Current liabilities $ 88,372 $ 92,385
Noncurrent liabilities 220,437 219,191
Stockholder's equity 365,095 381,505
- ----------------------------------------------- -------- --------
Total liabilities and stockholder's equity $673,904 $693,081
- ----------------------------------------------- ======== ========
Three Months Ended March 31,
----------------------------
1999 1998
- ----------------------------------------------- -------- --------
Sales $185,103 $199,734
Gross profit 53,167 60,505
Net income 9,046 13,978
- ----------------------------------------------- -------- --------
Page 10
MANAGEMENT'S DISCUSSION AND ANALYSIS
Operating Results
Sales for the three months ended March 31, 1999, were $185.1 million compared to
$199.7 million for the comparable period of the prior year. Net income for the
first quarter of 1999 was $8.8 million ($.23 per diluted share) compared to net
income of $13.7 million ($.36 per diluted share) for the comparable period of
the prior year. These results reflect a significant reduction in sales and
operating income from the Industrial and Power Equipment segment due to adverse
market conditions, record results from the Sporting Equipment segment, and near
flat results from the Outdoor Products segment. The increase in selling,
general and administrative expenses during the current year's first quarter
reflects higher corporate expenses resulting principally from a donation of art
and expenses associated with the possible sale of the Company (see Notes 2 and 3
of Notes to Condensed Consolidated Financial Statements). Higher interest
expense during the three months ended March 31, 1999, reflects higher average
long-term debt levels during the current year. The Company's effective income
tax rate was lower in the first quarter of 1999 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, 1998.
Sales for the Outdoor Products segment for the first quarter of 1999 were $76.2
million compared to $77.5 million during the first three months of 1998.
Operating income was $16.1 million during the first quarter of 1999 compared to
$16.0 million in the first quarter of the prior year. Sales reflect a lower
volume of sales of cutting chain and lawn mowers, partially offset by higher
sales of mower blades and accessories. Sales in Europe and South America were
down during the first quarter of 1999. Much of this decrease was offset by
improved sales to Asia/Pacific markets which have been adversely affected in
recent periods by poor economic conditions. Sales in North America were almost
flat in the first quarter of 1999. The improvement in operating income is
primarily due to lower costs and favorable exchange rates offsetting the impact
of the reduction in sales.
Sales for the Sporting Equipment segment were up approximately 15% to $70.3
million in the first quarter of 1999 from $61.3 million in the prior year.
Operating income increased to $5.5 million in the current year's first quarter
from $4.1 million for the prior year. These improved results reflect a higher
demand resulting in higher volume, particularly for ammunition and related
components.
Operating results for the Industrial and Power Equipment segment continued to be
adversely affected by poor market conditions in the first quarter of 1999.
Sales were down to $38.6 million in the first quarter of the current year from
$60.9 million during the first quarter of 1998. Operating income declined to
$0.9 million during the first three months of 1999 from $10.0 million during the
comparable period of 1998. These results primarily reflect sharply reduced
demand for forestry equipment due to low pulp prices and by the drop in exports
of pulp from North America. In response to these conditions, the Company has
implemented a program of production consolidation and realignments in this
segment to lower costs and improve productivity. With recent announcements of
pulp price increases and signs of recovery in Asia/Pacific economies, management
is cautiously optimistic of a second half improvement in this segment.
The Company's total backlog at March 31, 1999 was $80.4 million compared to
$61.3 million at December 31, 1998.
Page 11
Financial Condition, Liquidity and Capital Resources
At March 31, 1999, the Company had no amounts outstanding under its $150 million
revolving credit agreement. The Company had senior notes outstanding in the
principal amount of $150 million which mature in 2005. The long-term debt to
equity ratio was .45 to 1 at March 31, 1999 and .46 to 1 at December 31, 1998.
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, 1998, for
the terms and conditions of the revolving credit agreement and the senior notes.
Cash balances at March 31, 1999, were $13.6 million compared to $45.1 million at
December 31, 1998. Cash used in operating activities was $26.1 million in the
first quarter of 1999 compared to $1.1 million during the prior year's first
quarter, principally due to higher accounts receivable balances. The accounts
receivable increase reflects seasonal selling patterns, higher sales by the
Sporting Equipment segment, and special promotions and longer terms used as a
marketing tool by certain operations. Cash used in investing and financing
activities in the first quarter of 1999 was $2.9 million and $2.5 million,
respectively, reflecting principally purchases of property, plant and equipment
and the payment of dividends. Working capital increased to $245.9 million at
March 31, 1999 compared to $232.1 million at December 31, 1998.
Impact of Year 2000 Issue
The Company has been evaluating its internal date-sensitive systems and
equipment for Year 2000 compliance. The assessment phase of the Year 2000
project is substantially complete and 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. As of March 31, 1999, the Company
is approximately 90% complete in the modification or replacement and testing of
the critical software, hardware and equipment requiring remediation. The
Company expects to be substantially completed by June 1999.
The Company believes that the above modifications and replacements should
mitigate the effect of the Year 2000 issue. However, if such modifications and
replacements are not made, or fail to correct date-sensitive problems, the Year
2000 issue could have a material impact on the Company's operations by
disrupting its ability to manufacture and ship products, process financial
transactions or engage in similar normal business activities. The Company does
not believe that the effect of the Year 2000 issue on non-information technology
systems is likely to have a material adverse impact. Finally, the Company has
reviewed its own products and believes that it has no significant Year 2000
issues for those products.
The total estimated cost of the Year 2000 project, including system upgrades, is
approximately $5.7 million and is being funded by operating cash flows. As of
March 31, 1999, costs of $4.4 million had been incurred. Of the total cost of
the project, approximately $2.9 million is attributable to new software and
equipment, which will be capitalized. The remaining costs will be expensed as
incurred.
The Company has also communicated with key suppliers and customers to determine
their Year 2000 compliance and the extent to which the Company is vulnerable to
any third-party Year 2000 issues. This program will be ongoing and the
Company's efforts with respect to specific problems identified will depend on
its assessment of the risk. Most key suppliers and customers who have replied
to our inquiries indicated that they expect to be Year 2000 compliant on a
timely basis. There can be no assurance that there will not be an adverse
effect on the Company if third parties do not make the necessary modifications
Page 12
to their systems in a timely manner. However, management believes that ongoing
communication with and assessment of these third parties will minimize these
risks.
Where needed, the Company will establish contingency plans based on actual
testing results and assessment of outside risks.
The costs of the Year 2000 issue and completion dates are based on management's
best estimates, which were derived utilizing numerous assumptions of future
events including the continued availability of certain resources, third-party
modification plans and other factors. However, there can be no guarantee that
these estimates will be achieved and actual results could differ materially from
those plans.
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, 2000. 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' equity.
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 13
Part II. Other Information
Item 6(b) Reports on Form 8-K
On April 20, 1999, the Company filed Form 8-K reporting Item 5 Other Events and,
on April 27, 1999, the Company filed Form 8-K/A amending the Form 8-K filed on
April 20, 1999 reporting Item 5 Other Events and Item 7(c) Exhibits, in each
case with respect to the transaction referred to herein in Note 2 to the
condensed consolidated financial statements.
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 7, 1999 /s/ Harold E. Layman
--------------------------------------
Harold E. Layman
Executive Vice President - Finance
Operations and Chief Financial Officer
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