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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(Mark One)
{X} ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 001-11549
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BLOUNT INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 63-0780521
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4520 Executive Park Drive, Montgomery, Alabama 36116-1602
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (334) 244-4000
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $.01 par value New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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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 X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
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Page 1
State the aggregate market value of the voting common stock held by
nonaffiliates of the registrant. The aggregate market value shall be computed
by reference to the price at which the common stock was sold, or the average bid
and asked prices of such common stock, as of a specified date within 60 days
prior to the date of filing.
Aggregate market value of voting common stock held by nonaffiliates as of
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February 1, 2001: $28,382,359
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock $.01 par value, as of February 1, 2001: 30,795,882 shares
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DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes.
Portions of proxy statement for the annual meeting of stockholders to be held
April 19, 2001, are incorporated by reference in Part III.
Page 2
PART I
ITEM 1. BUSINESS
Blount International, Inc. is an international manufacturing and marketing
company with sales in over 100 countries and operations in three business
segments: Outdoor Products, Sporting Equipment, and Industrial and Power
Equipment.
The following text contains various trademarks of Blount, Inc., a wholly-owned
subsidiary of the Company, and its subsidiaries.
OUTDOOR PRODUCTS
The Company's Outdoor Products segment is comprised of the Oregon Cutting
Systems Division ("Oregon"), Dixon Industries, Inc. ("Dixon") and Frederick
Manufacturing Corporation ("Frederick"). Oregon produces a wide variety of
cutting chain, chain saw guide bars, cutting chain drive sprockets and
maintenance tools for use primarily on portable gasoline and electric chain
saws, and mechanical timber harvesting equipment. The Oregon trademark is well
known to end-users and the Company believes that it is the world leader in the
production of cutting chain. Oregon's cutting chain and related products are
used primarily by professional loggers, construction workers, farmers, arborists
and homeowners. Oregon markets an Industrial Cutting System ("ICS"). ICS, a
diamond-segmented cutting system for concrete (including steel-reinforced
concrete), is a faster and more flexible concrete cutting method than others
currently employed in the construction and demolition industries.
Oregon sells to distributors, dealers and mass merchandisers serving the retail
replacement market. In addition, Oregon currently sells its products to more
than 30 original equipment manufacturers ("OEMs"). In 2000, approximately 16%
of the sales by the Outdoor Products segment were to one customer. Due to the
high level of technical expertise and capital investment required to manufacture
cutting chain and guide bars, the Company believes that it is able to produce
durable, high-quality cutting chain and guide bars more efficiently than most of
its competitors. The use of Oregon cutting chain as original equipment on chain
saws is also promoted through cooperation with OEMs in improving the design and
specifications of chain and saws.
The Outdoor Products segment's businesses are affected to some extent by severe
weather. For example, severe weather patterns and events such as hurricanes,
tornadoes or ice storms generally result in greater chain saw use and,
therefore, stronger sales of saw chain and guide bars.
Oregon's marketing personnel are located throughout the United States and in a
number of foreign countries. Oregon manufactures cutting chain and related
products in Milwaukie, Oregon; Guelph, Ontario, Canada; and Curitiba, Parana,
Brazil. In October 2000, the Company acquired substantially all of the assets
of Windsor Forestry Tools, Inc. from Snap-on Incorporated (see "Business -
Acquisitions and Dispositions on page 7). Windsor manufactures cutting chain
and guide bars at facilities located in Milan and Dyer, Tennessee.
Oregon's products compete with other cutting chain manufacturers as well as a
small number of international chain saw manufacturers, some of whom are also
customers. This segment's principal raw material, strip steel, is generally
purchased from two vendors, and can be obtained from other sources.
Sales by Oregon accounted for 75% of sales attributable to the Outdoor Products
segment in the year ended December 31, 2000.
Page 3
Dixon, located in Coffeyville, Kansas, was acquired in 1990 and has manufactured
ZTR (zero turning radius) lawn mowers and related attachments since 1974. Dixon
pioneered the development of ZTR and is the only manufacturer to offer a full
line of ZTR lawn mowers for both homeowner and commercial applications. The
Company believes Dixon is the leading manufacturer of residential zero turning
radius lawn mowers.
The key element that differentiates Dixon from its competitors is its unique
mechanical transaxle. The transaxle transmits power independently to the rear
drive wheels and enables the operator to move the back wheels at different
speeds and turn the mower in a circle no wider than the machine, a "zero radius
turn". This unique transmission enables the Dixon mower to out-maneuver
conventional ride-on products available in the market today and provides a cost
advantage over the more expensive hydrostatic drives used by competitors in the
zero turning radius market. The mechanical drive works best on smaller and mid-
size units. As the equipment line grows in size of cutting area and horsepower,
there is an increased need to offer hydrostat versions of zero turn. Thus,
Dixon's latest product additions are in the hydrostatic portion of the product
line. In late 1997, Dixon introduced the "Estate Line" featuring mowers that
are designed for large, homeowner lawns and are lower priced than commercial
hydrostatic units. Models are available in 42-inch, 50-inch and 60-inch sizes.
Expanding on the Estate Line, Dixon introduced a low-cost hydro line, IZT
(integrated zero turn), in 1998. The IZT is positioned between Dixon's normal
hydro and transaxle models geared for the residential user. It features models
with cut widths of 42 inches, 50 inches and 60 inches. Dixon sells its products
through distribution channels comprised of full-service dealers, North American
distributors and export distributors.
Dixon's competitors include general lawn mower manufacturers such as John Deere
and Snapper, as well as zero turning radius lawn mower manufacturers such as
Ariens, Simplicity, Toro, MTD, Cadet, and Yardman.
Frederick, located in Kansas City, Missouri, was acquired in January 1997.
Frederick is a well-known and highly respected manufacturer that supplies
quality Silver Streak brand accessories for lawn mowers and other outdoor
products. Frederick fits well into the Company's operations and is provided
international sales opportunities through Oregon's worldwide distribution
outlets. Frederick's products are sold through dealers and distributors.
Frederick competes in a highly fragmented industry where many competitors
manufacture replacement products as one part of a larger business.
Sales by Dixon and Frederick in the year ended December 31, 2000, accounted for
24% of sales of the Outdoor Products segment.
SPORTING EQUIPMENT
On November 4, 1997, the Company acquired the Federal Cartridge Company
("Federal"). Federal manufactures and markets shotshell, centerfire and rimfire
cartridges, ammunition components and clay targets. These products are
distributed throughout the United States through a network of distributors and
directly to large retail chains, the U.S. government and federal, state, local
and international law enforcement agencies. The Federal acquisition both
complemented and significantly expanded the Sporting Equipment segment's product
offerings. Shotgun shells, a product not manufactured or sold by the Company
prior to this acquisition, represented approximately 22% of Sporting Equipment's
sales for 2000. Federal is also a significant producer and marketer of
centerfire rifle ammunition, products as to which the Company's market share had
been much smaller. Federal markets its products under the brand names of
"Premium," "Gold Medal," "American Eagle," "Classic," "BallistiClean" and
"Tactical." The acquisition of Federal placed the Company among the leading
Page 4
United States producers of ammunition products. Ammunition sales accounted for
approximately 75% of the Sporting Equipment segment's sales in 2000.
On October 20, 2000 (see "Business - Acquisitions and Dispositions" on page 7),
the Company acquired Estate Cartridge Company. Estate assembles and markets
shotshell ammunition. These products are primarily distributed in the states of
Texas and Louisiana.
The Company's other Sporting Equipment segment operations manufacture small arms
ammunition, reloading equipment, primers, gun care products and accessories, and
distribute imported sports optical products. Principal products include CCI and
Speer ammunition sold for use by hunters, sportsmen, law enforcement, and
military personnel; RCBS reloading equipment for use by hunters and sportsmen
who prefer to reload their own ammunition; Redfield scope mounting systems;
Outers gun care and trap-shooting products; Ram-Line gun accessories; Weaver
scope mounting systems; and Simmons and Weaver optics. The Company believes
that it is a market leader in the domestic gun care and ammunition reloading
markets with high levels of brand name recognition in each of these areas. The
Company believes that the Sporting Equipment segment is also a world leader in
the production of industrial powerloads which are used in the construction
industry to drive fastening pins into metal or concrete. The Sporting Equipment
segment distributes its products through multiple channels, including law
enforcement agencies, original equipment manufacturers, national and regional
retail accounts (including sports super-stores and mass merchants), dealers and
distributors.
The market for Sporting Equipment products is characterized by a high degree of
customer loyalty to brand names and historically has not been affected by
adverse economic conditions. A continuing focus on new and better technologies
has enabled the Company to introduce a number of new and improved products in
recent years. New product introductions in 2000 include the RCBS Pro 2000
Loader, Weaver Grandslam scopes and binoculars, and Redfield binoculars. Lead-
free ammunition continues to grow rapidly with law enforcement and general
consumer groups and recent new products such as Cleanfire and BallistiClean are
experiencing strong demand.
Principal raw materials required by this segment include brass, lead, aluminum
and powder, which are purchased from several suppliers. The Company
manufactures ammunition and powerloads in Lewiston, Idaho; shotshell, ammunition
and ammunition components in Anoka, Minnesota; ammunition in Willis, Texas;
reloading equipment in Oroville, California; mounts, shooting accessories and
gun care equipment in Onalaska, Wisconsin; and clay targets in Richmond,
Indiana. The Company imports substantially all its optical products from
foreign suppliers and does not rely on long-term agreements, although it does
have long-term relationships with some of its suppliers. Optical products are
distributed from a warehouse in Thomasville, Georgia.
In the market for ammunition and accessories, the Sporting Equipment segment
competes against manufacturers that also have well established brand names and
strong market positions, including Remington and Winchester. In accessories,
the Sporting Equipment segment competes against a number of smaller competitors,
none of which has a dominant market share. These competitors include Lyman and
Hornaday in reloading equipment, and Tasco and Bushnell in optics and scopes.
In 2000, approximately 18% of the Sporting Equipment segment's sales were to one
customer.
Page 5
INDUSTRIAL AND POWER EQUIPMENT
The Company's Industrial and Power Equipment segment manufactures equipment for
the timber harvesting industry and for industrial use, industrial tractors for
land and utility right-of-way clearing, and components for the gear industry.
Major users of these products include logging contractors, harvesters, land
reclamation companies, utility contractors, building materials distributors,
scrap yard operators and original equipment manufacturers of hydraulic
equipment.
The Company believes that it is a world leader in the manufacture of hydraulic
timber harvesting equipment, which includes a line of truck-mounted, trailer-
mounted, stationary-mounted and self-propelled loaders and crawler feller
bunchers (tractors with hydraulic attachments for felling timber) under the
Prentice brand name; a line of rubber-tired feller bunchers and related
attachments under the Hydro-Ax brand name; and a line of delimbers, slashers and
firewood processors under the CTR brand name. The Company is also a leading
manufacturer of cut-to-length harvesting equipment including forwarders,
harvesters, and harvester heads under the Fabtek brand. The Company acquired
the assets of Fabtek, Inc. on September 22, 2000 (see Business - Acquisitions
and Dispositions on page 7).
The Company is a competitive force in the gear industry, selling power
transmissions and gear components under the Gear Products brand name.
The Company sells its timber harvesting products through a network of
approximately 150 dealers in over 300 locations in the United States and
currently has an additional 19 offshore dealers, primarily in the timber
harvesting regions of South America and Southeast Asia. Gear Products, Inc.
sells its products to over 350 original equipment manufacturers servicing the
utility, construction, forestry and marine industries. Over 90% of this
segment's sales in 2000 were in the United States, primarily in the southeastern
and south central states. In 2000, approximately 31% of the sales by the
Industrial and Power Equipment segment were to two customers.
The Company places a strong emphasis on the quality, safety, comfort, durability
and productivity of its products and on the after-market service provided by its
distribution and support network.
The timber harvesting equipment market faces cyclicality due to its reliance on
customers in the lumber, pulp, and paper markets. In the past, as pulp prices
have dropped and inventory levels have increased, pulp manufacturers postponed
purchases of new timber harvesting equipment as their existing machinery
provided them sufficient capacity to meet near-term demand.
Competition in markets served by the Industrial and Power Equipment segment is
based largely on quality, price, brand recognition and product support. The
segment's primary competition in timber harvesting equipment includes Deere and
Company, which also markets the Timberjack brand, Caterpillar, which
participates in certain market niches, and numerous smaller manufacturers
including Barko, Tigercat, Hood, Franklin, Bell, and Morbark. Gear Products'
competitors in this fragmented industry include SKF, Avon, Kaydon, Rotec,
Fairfield, Auburn, Tulsa Winch, and Braden.
The Company attempts to capitalize on its technological and manufacturing
expertise to increase its participation in the market for replacement parts for
products which it manufactures and to develop new product applications both
within and beyond the timber, material handling, scrap, land clearing and gear
industries. The Company is committed to continuing research and development in
this segment to respond quickly to increasing mechanization and environmental
Page 6
awareness in the timber harvesting industry.
Gear Products was acquired in 1991 and operates a production facility in Tulsa,
Oklahoma. Gear Products is a leading manufacturer of rotational system
components for mobile heavy equipment. Its primary products are bearings, winch
drives and swing drives used to provide hydraulic power transmission in heavy
equipment used in the forestry, construction and utilities industries. Due to
extreme wear-and-tear on its products, Gear Products sells its products in the
replacement parts market in addition to its sales to OEMs. Gear Products
accounted for approximately 17% of the Industrial and Power Equipment segment's
sales in 2000.
The Company's Industrial and Power Equipment segment has manufacturing
facilities in Menominee, Michigan; Owatonna, Minnesota; Prentice, Wisconsin;
Tulsa, Oklahoma; and Zebulon, North Carolina. A majority of the components used
in the Company's products are obtained from a number of domestic manufacturers.
CAPACITY UTILIZATION
Based on a five-day, three-shift work week, the Outdoor Products, Sporting
Equipment, and Industrial and Power Equipment segments utilized approximately
96%, 69%, and 50% of their respective production capacity in the year ended
December 31, 2000.
BACKLOG
The backlog for each of the Company's business segments as of the end of each of
its last four reporting periods was as follows (in millions):
December 31,
---------------------------------
2000 1999 1998 1997
- ------------------------------------------ ------ ------ ------ ------
Outdoor Products $ 49.0 $ 41.9 $ 30.2 $ 42.0
Sporting Equipment 14.6 18.0 15.1 19.7
Industrial and Power Equipment 15.1 25.8 16.0 56.2
- ------------------------------------------ ------ ------ ------ ------
$ 78.7 $ 85.7 $ 61.3 $117.9
- ------------------------------------------ ====== ====== ====== ======
The total backlog as of December 31, 2000, is expected to be completed and
shipped within twelve months.
ACQUISITIONS AND DISPOSITIONS
On September 22, 2000, the Company purchased the assets of Fabtek, Inc., a
manufacturer of timber harvesting equipment. On October 16, 2000, the Company
purchased the assets of Windsor Forestry Tools, Inc., a manufacturer of cutting
chain and guide bars for chain saws and timber harvesting equipment from Snap-on
Incorporated. On October 20, 2000, the Company purchased all the outstanding
stock of Estate Cartridge, Inc., a manufacturer of sporting shotshell
ammunition. The estimated aggregate purchase price of these acquisitions was
$40.1 million and the combined sales and operating loss for the last twelve
months prior to acquisition were $47.1 million and $0.6 million, respectively.
The acquisitions have been accounted for by the purchase method of accounting.
The excess of the purchase price over the fair value of the net assets acquired
will be amortized on a straight-line basis over a period of 40 years.
Page 7
In September 1998, the Company purchased certain operating assets of the
Redfield line for approximately $3 million. The operating assets consisted of
inventory (primarily rifle scopes, mounting systems and related items),
machinery and equipment, trademarks, sales literature and patents.
See Note 4 of Notes to Consolidated Financial Statements on page 33.
EMPLOYEES
At December 31, 2000, the Company employed approximately 5,400 individuals.
None of the Company's domestic employees is unionized; the number of foreign
employees who belong to unions is not significant. The Company believes its
relations with its employees are satisfactory.
ENVIRONMENTAL MATTERS
For information regarding certain environmental matters, see Note 7 of Notes to
Consolidated Financial Statements on pages 39 and 40.
The Company's operations are subject to comprehensive U.S. and foreign laws and
regulations relating to the protection of the environment, including those
governing discharges of pollutants into the air and water, the management and
disposal of hazardous substances and the cleanup of contaminated sites. Permits
and environmental controls are required for certain of those operations to
prevent or reduce air and water pollution, and these permits are subject to
modification, renewal and revocation by issuing authorities.
On an ongoing basis, the Company incurs capital and operating costs to comply
with environmental laws. We expect to spend approximately $0.7 million in 2001,
$0.7 million in 2002, and $1.1 million in 2003 on environmental compliance.
Environmental laws and regulations generally have become stricter in recent
years, and the cost to comply with new laws and regulations may be greater than
these estimated amounts.
Some of the Company's manufacturing facilities are located on properties with a
long history of industrial use, including the use of hazardous substances. The
Company has identified soil and groundwater contamination from these historical
activities at several of its properties, which it is currently investigating,
monitoring or remediating. Management believes that costs incurred to
investigate, monitor and remediate known contamination at these sites will not
have a material adverse effect on the business, financial condition or results
of operations. The Company cannot be sure, however, that it has identified all
existing contamination on its properties or that its operations will not cause
contamination in the future. As a result, the Company could incur material
costs to cleanup contamination. Remediation liabilities are not discounted.
From time to time the Company may be identified as a potentially responsible
party with respect to a Superfund site. The United States Environmental
Protection Agency (or a state) can either (a) allow such a party to conduct and
pay for a remedial investigation and feasibility study and remedial action or
(b) conduct the remedial investigation and action and then seek reimbursement
from the parties. Each party can be held jointly, severally and strictly liable
for all costs, but the parties can then bring contribution actions against each
other or other third parties, when available. As a result of the Superfund Act,
the Company may be required to expend amounts on such remedial investigations
and actions which amounts cannot be determined at the present time but may
ultimately prove to be significant.
Page 8
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS AND FOREIGN AND DOMESTIC
OPERATIONS
For information about industry segments and foreign and domestic operations, see
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" on pages 12 through 20 and Note 9 of Notes to Consolidated Financial
Statements on pages 41 through 43.
SEASONALITY
Only the Company's Sporting Equipment segment experiences significant
seasonality with higher sales and operating income in the second half of the
year than the first half of the year.
ITEM 2. PROPERTIES
The corporate headquarters of the Company occupy executive offices at 4520
Executive Park Drive, Montgomery, Alabama.
The other principal properties of the Company and its subsidiaries are as
follows:
Cutting chain and accessories manufacturing plants are located in Milwaukie,
Oregon; Milan and Dyer, Tennessee; Guelph, Ontario, Canada; and Curitiba,
Parana, Brazil, and sales and distribution offices are located in Europe, Japan
and Russia. Lawn mowers and related accessories are manufactured at plants in
Coffeyville, Kansas and Kansas City, Missouri. Sporting ammunition, reloading
equipment products, gun care equipment, industrial powerloads and shooting
sports accessories are manufactured at plants in Anoka, Minnesota; Lewiston,
Idaho; Oroville, California; Onalaska, Wisconsin; Willis, Texas; and Richmond,
Indiana. The Company maintains a warehouse facility in Thomasville, Georgia for
distribution of sports optics and hunting accessories. Log loaders, feller
bunchers, harvesters, forwarders, and accessories for automated forestry
equipment are manufactured at plants in Prentice, Wisconsin; Zebulon, North
Carolina; Owatonna, Minnesota; and Menominee, Michigan. Rotation bearings and
mechanical power transmission components are manufactured at a plant in Tulsa,
Oklahoma.
All of these facilities are in good condition, are currently in normal operation
and are generally suitable and adequate for the business activity conducted
therein. Approximate square footage of principal properties is as follows:
Area in Square Feet
---------------------
Owned Leased
------------------------------- --------- --------
Outdoor Products 1,079,779 256,783
Sporting Equipment 1,591,868 149,607
Industrial and Power Equipment 738,740 --
Corporate Office 191,660 --
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Total 3,602,047 406,390
------------------------------- ========= =======
ITEM 3. LEGAL PROCEEDINGS
For information regarding legal proceedings see Note 7 of Notes to Consolidated
Financial Statements on pages 39 and 40.
Page 9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is traded on the New York Stock Exchange. The
following table presents for the Company's last two years, the quarterly high
and low prices and cash dividends declared for the Company's common stock. The
Company had approximately 7,100 shareholders as of February 1, 2001.
Common Stock Class A Common Stock Class B Common Stock
------------------------ ------------------------ ------------------------
High Low Dividend High Low Dividend High Low Dividend
- ------------------- ------ ------ -------- ------ ------ -------- ------ ------ --------
Year Ended
December 31, 2000
First quarter $15.88 $12.00
Second quarter 14.81 7.63
Third quarter 11.25 7.44
Fourth quarter 11.25 7.50
Year Ended
December 31, 1999
First quarter $14.82 $11.94 $.036 $14.00 $11.91 $.034
Second quarter 14.38 13.03 .036 14.16 13.63 .034
Third quarter $14.94 $10.50 14.97 12.75 14.78 13.13
Fourth quarter 17.69 11.44
- ------------------- ------ ------ ----- ------ ------ ----- ------ ------ -----
All data has been restated to give effect to the merger and recapitalization
described in Note 1 of Notes to Consolidated Financial Statements on pages 27
through 30.
Page 10
ITEM 6. SELECTED FINANCIAL DATA
Twelve Months Ended Ten Months
December 31, Ended
Dollar amounts in millions, ------------------------------------------------ December 31,
except per share data 2000 1999 1998 1997 1996(1) 1996(1)
- ----------------------------------------- -------- -------- -------- -------- -------- ------------
(Unaudited)
-----------
Operating Results:
Sales $ 828.2 $ 809.9 $ 831.9 $ 716.9 $ 649.3 $ 526.7
Operating income from segments 119.0 111.1 132.4 117.9 113.1 91.2
Income (loss) from continuing operations
before extraordinary loss 10.8 (21.8) 63.3 59.1 53.8 44.0
Net income (loss) 10.8 (21.8) 61.3 59.1 55.2 45.4
Earnings per share:
Basic:
Income (loss) from continuing
operations before extraordinary loss 0.35 (0.37) 0.85 0.79 0.70 0.57
Net income (loss) 0.35 (0.37) 0.82 0.79 0.72 0.59
Diluted:
Income (loss) from continuing
operations before extraordinary loss 0.35 (0.37) 0.83 0.77 0.69 0.56
Net income (loss) 0.35 (0.37) 0.80 0.77 0.71 0.58
- ----------------------------------------- -------- -------- -------- -------- -------- --------
End of Period Financial Position:
Total assets $ 703.9 $ 688.7 $ 668.8 $ 637.8 $ 533.8 $ 533.8
Working capital 191.8 187.5 232.2 171.1 166.2 166.2
Property, plant and equipment-gross 428.1 402.7 392.8 376.8 301.9 301.9
Property, plant and equipment-net 177.4 172.3 182.9 188.5 131.7 131.7
Long-term debt 824.5 809.7 161.6 138.8 84.6 84.6
Total debt 833.0 816.2 162.3 140.3 85.8 85.8
Stockholders' equity (deficit) (312.2) (321.7) 354.6 316.1 290.8 290.8
Current ratio 2.3 to 1 2.3 to 1 3.4 to 1 2.3 to 1 2.4 to 1 2.4 to 1
- ----------------------------------------- -------- -------- -------- -------- -------- --------
Other Data:
Property, plant and equipment additions(2) $ 39.8 $ 18.5 $ 21.7 $ 78.5 $ 21.3 $ 18.7
Depreciation and amortization 32.7 34.0 30.9 25.0 23.3 19.2
Interest expense, net of interest income 98.2 41.1 11.8 7.0 7.5 5.6
Stock price (3): Common high 15.88 17.69
Common low 7.44 10.50
Stock price (3): Class A high 14.97 17.19 13.44 9.72 9.72
Class A low 11.94 9.47 9.41 6.34 7.06
Stock price (3): Class B high 14.78 16.13 13.50 9.47 9.47
Class B low 11.91 9.75 9.38 7.38 7.38
Per common share dividends (3): Class A .072 .143 .131 .114 .114
Class B .067 .134 .122 .106 .106
Shares used in earnings per share
computations (in millions) (3):
Basic 30.8 58.2 74.7 75.3 76.7 76.8
Diluted 30.8 58.2 76.8 77.1 78.2 78.3
Employees (approximate) 5,400 5,600 5,300 5,700 4,400 4,400
- ----------------------------------------- -------- -------- -------- -------- -------- --------
(1) In April 1996, the Company changed its fiscal year from one ending on the last day of February to one
ending on December 31. Unaudited financial data for the twelve months ended December 31, 1996 is also
presented in the table above.
(2) Includes property, plant and equipment of acquired companies at date of purchase of $11.3 million,
$0.7 million and $59.8 million in the twelve months ended December 31, 2000, 1999, and 1997.
(3) Gives effect to merger and recapitalization on August 19, 1999, described in Note 1 of Notes to
Consolidated Financial Statements.
Page 11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
This discussion and analysis should be read in conjunction with the consolidated
financial statements and related notes. All references to earnings per share
included in this discussion are to diluted earnings per share.
OPERATING RESULTS
TWELVE MONTHS ENDED DECEMBER 31, 2000 COMPARED TO TWELVE MONTHS ENDED DECEMBER
31, 1999
Sales for 2000 were $828.2 million compared to $809.9 million for 1999.
Operating income from segments for 2000 was $119.0 million compared to $111.1
million for 1999. For 2000, net income was $10.8 million ($.35 per share)
compared to 1999 net income of $34.1 million ($.57 per share) before accounting
for after-tax merger and recapitalization costs of $53.6 million ($.90 per
share) and non-recurring costs of $2.3 million ($.03 per share). Had the merger
and recapitalization occurred on January 1, 1999, the net loss for 1999
reflecting the full-year effect would have been $0.6 million ($.02 per share).
The 2000 results reflect increased sales and operating income from the Outdoor
Products segment, lower sales and higher operating income in the Industrial and
Power Equipment segment, and reduced sales and operating income for the Sporting
Equipment segment. The improved results in the Outdoor Products segment is
indicative of favorable market conditions including the effects of storm damage
in Europe, partially offset by the negative impact of the U.S. dollar's strength
on overseas sales. The Industrial and Power Equipment segment reflects the
effects of plant rationalization actions taken in 1999 and the introduction of
new products, partially offset by a downturn in market conditions during 2000.
The Sporting Equipment segment was impacted by lower shipments in 2000 compared
to 1999 which was in part attributable to increased consumer purchasing patterns
late in 1999 in anticipation of Y2K. Corporate expenses in 1999 include $1.5
million for the donation of art (see Note 1 of Notes to Consolidated Financial
Statements). Excluding the expenses associated with the recapitalization and
merger and the donation of art, selling, general and administrative expenses
decreased $2.5 million in 2000 from 1999. The decrease is the result of reduced
corporate expenditures related to cost reduction actions and lower incentive
compensation expenses, in addition to reduced selling expenses within the
Sporting Equipment segment, partially offset by higher expenses within the
Outdoor Products segment related to higher sales volumes. Higher interest
expense for 2000 reflects higher long-term debt levels during the current year
resulting from the transaction highlighted in Note 1 of Notes to Consolidated
Financial Statements. The Company's effective tax rate was higher in 2000 in
comparison to 1999, primarily the result of the non-deductible portions of the
merger and recapitalization expenses. The principal reasons for these results
and the status of the Company's financial condition are set forth below.
Sales in the Outdoor Products segment for 2000 were $360.7 million compared to
$327.6 million in 1999. Operating income was $81.0 million in 2000 compared to
$71.8 million in 1999. Sales reflect a significantly higher volume of sales of
chain saw components, particularly in Europe and the United Sates, with smaller
increases in sales in other product lines as indicated in the table following
(in millions):
Page 12
% Increase
(Decrease)
2000 1999 in 2000
- ------------------------------------------ ------ ------ ----------
Chain saw components $230.8 $201.1 14.8%
Lawn mowers and accessories 89.6 87.2 2.8
Other 40.3 39.3 2.5
- ------------------------------------------ ------ ------
Total segment sales $360.7 $327.6 10.1%
- ------------------------------------------ ====== ======
The improvement in operating income was primarily due to the higher sales of
chain saw components, partially offset by higher lawn mower manufacturing costs.
Operating income in 2000 compared to 1999 was negatively affected by an
additional $2.9 million from unfavorable foreign exchange.
Sales for the Sporting Equipment segment declined to $314.3 million in 2000 from
$323.7 million in 1999. This performance reflects lower sales of ammunition
which was somewhat impacted by Y2K buying in 1999 and lower competitive selling
prices on optical products in 2000, partially offset by increased sales to law
enforcement and international markets. Sales by the Company's principal product
groups were as follows (in millions):
% Increase
(Decrease)
2000 1999 in 2000
- ------------------------------------------ ------ ------ ----------
Ammunition related products $231.6 $234.9 (1.4)%
Sports optical products 42.8 48.3 (11.4)
Other 39.9 40.5 (1.5)
- ------------------------------------------ ------ ------
Total segment sales $314.3 $323.7 (2.9)%
- ------------------------------------------ ====== ======
Operating income decreased to $36.9 million in 2000 from $40.4 million in 1999.
The decrease is the result of lower ammunition volume and lower optics selling
prices, partially offset by lower selling and administrative expenses.
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. Segment sales
in 2000 decreased to $153.2 million from $158.6 million as the market for
forestry equipment weakened significantly in the second half of the year. Soft
market conditions related to low wood prices, paper mill consolidations, higher
fuel prices, and unfavorable weather conditions for a majority of the year,
coupled with an overhang of used equipment in certain dealers' inventories,
continue to impact sales of new equipment. Sales of Gear components and
rotation bearings were essentially flat for the year as increased sales to the
utility market were offset by decreases to the construction and forestry
equipment markets. Sales by the segment's principal product groups were as
follows (in millions):
Page 13
% Increase
(Decrease)
2000 1999 in 2000
- ------------------------------------------ ------ ------ ----------
Timber harvesting and loading equipment $127.8 $133.1 (4.0)%
Gear components and rotation bearings 25.4 25.5 (0.4)
- ------------------------------------------ ------ ------
Total segment sales $153.2 $158.6 (3.4)%
- ------------------------------------------ ====== ======
Segment operating income was $1.1 million, which compares to an operating loss
of $1.1 million in 1999. The improved operating income is primarily due to the
inclusion of Fabtek, which was acquired in September 2000, and lower
manufacturing costs than 1999 which included $3.0 million related to the closure
of two facilities partially offset by the impact of lower unit shipments.
Market conditions were extremely weak in the fourth quarter of 2000 and resulted
in a segment operating loss of $4.3 million for the quarter in comparison to an
operating profit of $4.7 million in the fourth quarter of 1999. These market
dynamics have continued into 2001 and management does not anticipate any
significant improvement in the first half of the year. If current market
conditions were to continue, it would be unlikely this segment could achieve
historical levels of sales and profitability.
The Company's backlog decreased to $78.7 million at December 31, 2000 from $85.7
million at December 31, 1999 as follows (in millions):
Increase
(Decrease)
2000 1999 in 2000
- ------------------------------------------ ------ ------ ----------
Outdoor Products $ 49.0 $ 41.9 $ 7.1
Sporting Equipment 14.6 18.0 (3.4)
Industrial and Power Equipment 15.1 25.8 (10.7)
- ------------------------------------------ ------ ------ ------
Total $ 78.7 $ 85.7 $(7.0)
- ------------------------------------------ ====== ====== ======
TWELVE MONTHS ENDED DECEMBER 31, 1999 COMPARED TO TWELVE MONTHS ENDED DECEMBER
31, 1998
Sales for 1999 were $809.9 million compared to $831.9 million for 1998.
Operating income from segments for 1999 was $111.1 million compared to $132.4
million for 1998. For 1999, income before extraordinary loss was $34.1 million
($.57 per share) before accounting for after-tax merger and recapitalization
costs of $53.6 million ($.90 per share) and non-recurring costs of $2.3 million
($.03 per share). This compares to income before extraordinary loss of $63.3
million ($.83 per share) in 1998. These results reflect a significant reduction
in sales and operating income from the Industrial and Power Equipment segment
due to adverse market conditions, manufacturing problems at the Prentice
facility which adversely impacted productivity and costs associated with the
plant consolidation and realignment program, and improved results from the
Sporting Equipment segment and Outdoor Products segment. Corporate expenses
include a donation of art with a book value of $1.5 million in the first quarter
of 1999 (see Note 1 of Notes to Consolidated Financial Statements). Merger and
recapitalization expenses of $76.1 million were incurred in 1999 compared to
$0.3 million in 1998 (for a summary description of the merger and
recapitalization, see Note 1 of Notes to Consolidated Financial Statements).
Excluding the expense associated with the donation of art and merger and
recapitalization expenses, selling, general and administrative expenses
decreased $4.0 million in 1999 compared to 1998. These decreases reflect cost
Page 14
reduction efforts at each segment and the corporate office. Higher interest
expense for 1999 reflects higher long-term debt levels during the current year
resulting from the transaction described in Note 1 of Notes to Consolidated
Financial Statements. The Company's effective income tax rate in 1999 reflects
the donation of art and the non-deductible portion of the expenses associated
with the merger. The principal reasons for these results and the status of the
Company's financial condition are set forth below.
Sales of the Outdoor Products segment for 1999 were $327.6 million compared to
$315.4 million in 1998. Operating income was $71.8 million in 1999 compared to
$68.4 million the prior year. Sales reflect a higher volume of sales of lawn
mowers and accessories and from flat to slightly lower sales of other product
lines as indicated in the following table (in millions):
% Increase
(Decrease)
1999 1998 in 1999
- ------------------------------------------ ------ ------ ----------
Chain saw components $201.1 $199.7 0.7%
Lawn mowers and accessories 87.2 75.7 15.2
Other 39.3 40.0 (0.2)
- ------------------------------------------ ------ ------
Total segment sales $327.6 $315.4 3.9%
- ------------------------------------------ ====== ======
The improvement in operating income is primarily due to the higher sales of lawn
mowers and accessories and the positive effect of a favorable exchange rate in
Brazil which adds approximately $1.9 million.
Sales for the Sporting Equipment segment were up significantly to $323.7 million
in 1999 from $286.7 million in 1998. Operating income improved to $40.4 million
in 1999 from $36.1 million in 1998. These results reflect a higher volume for
ammunition and related components, sports optics and other products, partially
offset by competitive pricing actions required during the last half of the
current year in one of this segment's products. Sales by the segment's
principal product groups were as follows (in millions):
% Increase
(Decrease)
1999 1998 in 1999
- ------------------------------------------ ------ ------ ----------
Ammunition related products $234.9 $212.0 10.8%
Sports optical products 48.3 41.3 16.9
Other 40.5 33.4 21.3
- ------------------------------------------ ------ ------
Total segment sales $323.7 $286.7 12.9%
- ------------------------------------------ ====== ======
Additionally in the second half of 1998, the Sporting Equipment segment
completed certain cost reduction activities by consolidating its raw materials
purchasing and sales and marketing organizations, transferring certain
production to lower cost facilities and eliminating certain outsourcing. Annual
savings of $3.7 million from these efforts were realized in 1999.
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. A key indicator of this segment's market is the price of
Northern Bleached Softwood Kraft ("pulp") which declined from an average of $598
per metric ton in the fourth quarter of 1998 to an average of $520 per metric
ton in 1999 ($460 per metric ton in the first quarter, $500 per metric ton in
Page 15
the second quarter, $533 per metric ton in the third quarter and $587 per metric
ton in the fourth quarter), resulting in depressed market conditions
characterized by significant sales declines in the Company's most important
market (the Southeastern United States) and the need to offer discounts in
response to extremely aggressive competition for available sales. Operating
results of this segment were adversely affected by these poor market conditions
in 1999. Sales by the segment's principal product groups were as follows (in
millions):
% Increase
(Decrease)
1999 1998 in 1999
- ------------------------------------------ ------ ------ ----------
Timber harvesting and loading equipment $133.1 $199.8 (33.4)%
Gear components and rotation bearings 25.5 30.0 (15.0)
- ------------------------------------------ ------ ------
Total segment sales $158.6 $229.8 (31.0)%
- ------------------------------------------ ====== ======
This segment incurred an operating loss of $1.1 million in 1999 compared to
operating income of $27.9 million in 1998 primarily due to sharply reduced
demand and manufacturing problems at the Prentice facility which increased
costs. In response to weak market conditions and to improve capacity
utilization, the Company implemented a program of production consolidation and
realignments in this segment to lower costs and improve productivity. One
manufacturing facility was closed during the first half of 1999 with its
production shifted to other Company plants. Another small facility was closed
during the third quarter of 1999 with its production outsourced. Costs of
approximately $3.0 million related to these plant closings were charged to
operations during 1999.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2000, as a result of the merger and recapitalization
transactions (see Note 1 of Notes to Consolidated Financial Statements), the
Company has significant amounts of debt, with interest payments on the notes and
interest and principal payments under the new 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 require
payments of principal of $3.4 million annually through 2004, $161.7 million in
2005, and $160.5 million in 2006. 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 needs, 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. The revolving credit facility has an availability of
up to $100.0 million. Letters of credit issued under the revolving credit
facility which reduced the amount available under the revolving credit facility
were $7.8 million at December 31, 2000. The revolving credit facility will
mature 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.
Page 16
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. See
Note 3 of Notes to Consolidated Financial Statements for the terms and
conditions of the senior notes, the senior subordinated notes, and the senior
term loans.
The impact on earnings of the continued downturn in the forestry equipment
markets raised questions as to whether the Company would meet the covenants for
leverage and interest coverage ratios of the Credit Agreement for December 31,
2000 and for subsequent quarters. As a result, the Company sought and received
(see Note 12 of Notes to Consolidated Financial Statements) from its lenders an
amendment to its credit agreement. As a result of the agreement, the Company is
in compliance with all the terms of the credit agreement. In connection with
the amendment, the Company's principal shareholder, an affiliate of Lehman
Brothers, Inc., invested $20 million in the form of a mezzanine security on
March 2, 2001.
Cash balances at December 31, 2000, were $4.8 million compared to $10.5 million
at December 31, 1999. Cash provided by operating activities was $29.8 million
in 2000 compared to $19.1 million in the prior year. The increase was
principally due to increased net income of $32.6 million, partially offset by
higher working capital usage of $11.6 million, a higher gain on disposal of
property, plant, and equipment of $5.4 million and an increase in deferred taxes
of $3.6 million. Working capital increased by $4.3 million to $191.8 million
compared to $187.5 million last year. Accounts receivable decreased by $22.9
million, accounts payable decreased by $7.0 million, and inventories increased
by $33.7 million. The decline in accounts receivable reflects the significantly
lower sales during the fourth quarter as compared to 1999 in the Industrial and
Power Equipment segment. The inventory increase reflects $11.1 million from
acquisitions and $13.5 million higher inventory within the Industrial Products
segment, principally the result of reduced demand for equipment. Accounts
payable declined in the fourth quarter from 1999, principally due to reduced
production volumes in December from a year ago.
Accounts receivable at December 31, 2000, and December 31, 1999, and sales by
segment for the fourth quarter of 2000 compared to the fourth quarter of 1999
were as follows (in millions):
December 31, December 31, Increase
2000 1999 (Decrease)
- ------------------------------------ ------------ ------------ ----------
Accounts Receivable:
Outdoor Products $ 56.8 $ 65.6 $ (8.8)
Sporting Equipment 69.9 64.8 5.1
Industrial and Power Equipment 21.9 40.9 (19.0)
- ------------------------------------ ------ ------ ------
Total segment receivables $148.6 $171.3 $(22.7)
- ------------------------------------ ====== ====== ======
Page 17
Three Months Ended
December 31, December 31, Increase
2000 1999 (Decrease)
- ------------------------------------ ------------ ------------ ----------
Sales:
Outdoor Products $ 88.4 $ 84.3 $ 4.1
Sporting Equipment 78.7 83.8 (5.1)
Industrial and Power Equipment 31.3 53.9 (22.6)
- ------------------------------------ ------ ------ ------
Total segment sales $198.4 $222.0 $(23.6)
- ------------------------------------ ====== ====== ======
The Company's Outdoor Products segment includes Oregon Cutting Systems,
Frederick Manufacturing, and Dixon Industries. The higher sales by the Outdoor
Products Group and an increased mix of sales to original equipment manufacturers
who generally require shorter payment terms, coupled with third-party dealer
financing offered by Dixon, resulted in a decrease in that segment's receivables
as compared to last year. 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 response to competitor
programs, the Company offers extended payment terms within its Sporting
Equipment segment. As a result, receivables tend to peak in September and reach
their low point in January. At December 31, 2000, extended term receivables
were $25.3 million higher than at December 31, 1999 and are the principal reason
for the segment's overall increase in receivables. The decrease in the
Industrial and Power Equipment sales revenues for the fourth quarter of the year
is the principal reason for the decrease in receivables. In response to market
and competitive factors, the segment offers extended terms. At December 31,
2000, there were approximately $2.1 million in receivables with extended terms
compared to $11.5 million at December 31, 1999.
Cash used in investing activities in 2000 was $51.7 million. Included in this
amount is the acquisition of Fabtek, Windsor Forestry, and Estate Cartridge for
$39.1 million. Purchases of property, plant, and equipment for the year were
$28.5 million and the sale of certain property, plant, and equipment,
principally the Company aircraft, was $17.2 million.
The Company has absorbed the increase in working capital and the acquisition of
Fabtek, Windsor, and Estate Cartridge through operating cash flows and short-
term borrowings under its revolving credit agreement. Cash flow provided by
financing activities for 2000 was $16.2 million, substantially all from the
utilization of the revolving credit activity. The Company expects the cash flow
from operations and the amounts available under its revolving credit agreements
will be sufficient to cover any additional increases in working capital until
market conditions improve in the Industrial and Power Equipment segment and
receivable 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.
Immediately after the merger and recapitalization transaction described in Note
1 of Notes to Consolidated Financial Statements, the Company became
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;
Page 18
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.
MARKET RISK
The Company is exposed to market risk from changes in interest rates, foreign
currency exchange rates and commodity prices. The Company manages its exposure
to these market risks through its regular operating and financing activities,
and, when deemed appropriate, through the use of derivatives. When utilized,
derivatives are used as risk management tools and not for trading purposes. See
Interest Rate Risk and Commodity Price Risk below for discussion of expectations
as regards to future use of interest rate and commodity price derivatives.
Interest Rate Risk:
The Company manages its ratio of fixed to variable rate debt with the objective
of achieving a mix that management believes is appropriate. Historically, the
Company has, on occasion, entered into interest rate swap agreements to exchange
fixed and variable interest rates based on agreed upon notional amounts and has
entered into interest rate lock contracts to hedge the interest rate of an
anticipated debt issue. At December 31, 2000, no significant derivative
financial instruments were outstanding to hedge interest rate risk. A
hypothetical immediate 10% increase in interest rates would decrease the fair
value of the Company's fixed rate long-term debt outstanding at December 31,
2000, by $25.4 million. A hypothetical 10% increase in the interest rates on
the Company's variable rate long-term debt for a duration of one year would
increase interest expense by approximately $3.6 million in 2001.
Under its Credit Agreement, the Company was required to enter into hedge
agreements within 180 days of the borrowing and maintain such hedge agreements
in place until the second anniversary of the borrowing, such that at least 33%
of the aggregate principal amount of the borrowings are subject to a fixed rate
of interest. The Company has in place an interest rate cap at an immaterial
cost to comply with this requirement.
Foreign Currency Exchange Risk:
Approximately 40% of Oregon's sales and 59% of its operating costs and expenses
were transacted in foreign currencies in 2000. As a result, fluctuations in
exchange rates impact the amount of Oregon's reported sales and operating
income. Historically, the Company's principal exposures have been related to
local currency operating costs and expenses in Canada and local currency sales
in Europe (principally France and Germany). During the past three years, the
Company has not used derivatives to manage any significant foreign currency
exchange risk and, at December 31, 2000, no foreign currency exchange
derivatives were outstanding.
Commodity Price Risk:
During 2000, the Company purchased approximately 4.8 million pounds of brass for
use in its Sporting Equipment operations. While the Company has in previous
years hedged approximately 40% of these purchases and may in future years hedge
these purchases if the price trend is such that it could have a material effect
on financial condition or results of operations, no futures contracts to manage
Page 19
this price risk were entered into in 2000. Because there are no copper and zinc
contracts outstanding at December 31, 2000, an immediate hypothetical 10%
decrease in the futures prices of copper and zinc would have no effect on fair
value. In addition, a large quantity of other metals (principally lead) were
purchased by Sporting Equipment operations in 2000. Derivatives were not used
to manage this price risk.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard 133 ("SFAS 133"), as amended in June 2000 by
SFAS 138 ("SFAS 138"), "Accounting for Derivative Instruments and Hedging
Activities," which standardizes the accounting for derivative instruments,
including certain derivative instruments embedded in other contracts. This
standard requires that an entity recognize those items as assets or liabilities
in the statement of financial position and measure them at fair value, resulting
in an offsetting adjustment to income or other comprehensive income, depending
on effectiveness of the hedge. SFAS 133, as amended by SFAS 138, was effective
for the Company beginning January 1, 2001. Certain instruments historically
utilized by the Company to hedge raw materials and interest rate risks are
required to be marked to market each period under this standard. The adoption
of SFAS 133, as amended by SFAS 138, has not had a material impact on the
results of operations.
On December 3, 1999, the staff of the Securities and Exchange Commission (SEC)
issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in
Financial Statements." SAB 101 summarizes some of the staff's interpretations
of the application of generally accepted accounting principles to revenue
recognition. The Company adopted SAB 101 in the fourth quarter of 2000 without
any material impact on the Company's financial statements or results from
operations.
In October 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities." It addressed
certain issues not previously addressed in SFAS No. 125 and is effective for
transfers and servicing after March 31, 2001. It is effective for disclosures
about securitizations and collateral for the recognition and classification of
collateral for fiscal years ending after December 15, 2000. The Company does
not expect any material impact on the Company's financial statements or results
from operations.
FORWARD LOOKING STATEMENTS
Forward looking statements in this report (including without limitation
management's "Expectations," "Projections," "Assumptions" or "Estimates" and
variants of each), 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Management's Discussion and Analysis of Results of Operations and Financial
Condition - Market Risk" on pages 19 and 20.
Page 20
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors and Shareholders, Blount International, Inc.:
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) present fairly, in all material respects, the
financial position of Blount International, Inc. and its subsidiaries at
December 31, 2000 and 1999, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedules listed
in the index appearing under Item 14(a)(2) present fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements. These financial statements and
financial statement schedules are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedules based on our audits. We conducted
our audits of these statements in accordance with auditing standards generally
accepted in the United States of America which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
PricewaterhouseCoopers LLP
Atlanta, Georgia
January 26, 2001, except as to Note 12, for which the date is March 2, 2001.
Page 21
MANAGEMENT RESPONSIBILITY
All information contained in the consolidated financial statements of Blount
International, Inc. has been prepared by management, which is responsible for
the accuracy and internal consistency of the information. Generally accepted
accounting principles have been followed. Reasonable judgments and estimates
have been made where necessary.
Management is responsible for establishing and maintaining a system of internal
accounting controls designed to provide reasonable assurance as to the integrity
and reliability of financial reporting. The system of internal accounting
controls is tested by the independent auditors to the extent deemed necessary in
accordance with generally accepted auditing standards and through an internal
audit program administered in conjunction with management. Management believes
the system of internal controls has been effective during the Company's most
recent fiscal year and that no matters have arisen which indicate a material
weakness in the system. Management follows the policy of responding to the
recommendations concerning the system of internal controls made by the
independent auditors. Management implements those recommendations that it
believes would improve the system of internal controls and be cost justified.
Three directors of the Company, not members of management, serve as the Audit
Committee of the Board and are the principal means through which the Board
discharges its financial reporting responsibility. The Audit Committee meets
with management personnel and the Company's independent auditors each year to
consider the results of external audits of the Company and to discuss internal
accounting control, auditing and financial reporting matters. At these
meetings, the Audit Committee also meets privately with the independent auditors
of the Company to ensure free access by the independent auditors to the
committee.
The Company's independent auditors, PricewaterhouseCoopers LLP, audited the
financial statements prepared by the Company. Their opinion on these statements
appears herein.
JOHN M. PANETTIERE HAROLD E. LAYMAN
Chairman of the Board President and Chief Operating Officer
and Chief Executive Officer
RODNEY W. BLANKENSHIP
Senior Vice President
and Chief Financial Officer
Page 22
CONSOLIDATED STATEMENTS OF INCOME
Blount International, Inc. and Subsidiaries
Twelve Months Ended
December 31,
(Dollar amounts in millions, --------------------------
except per share data) 2000 1999 1998
- ------------------------------------------------ ------ ------ ------
Sales $828.2 $809.9 $831.9
Cost of sales 581.7 574.3 573.6
- ------------------------------------------------ ------ ------ ------
Gross profit 246.5 235.6 258.3
Selling, general and administrative
expenses 137.8 141.8 144.3
Merger expenses 76.1 0.3
- ------------------------------------------------ ------ ------ ------
Income from operations 108.7 17.7 113.7
Interest expense (99.7) (44.8) (14.3)
Interest income 1.5 3.7 2.5
Other income, net 6.7 0.8 0.3
- ------------------------------------------------ ------ ------ ------
Income (loss) before income taxes 17.2 (22.6) 102.2
Provision (benefit) for income taxes 6.4 (0.8) 38.9
- ------------------------------------------------ ------ ------ ------
Income (loss) before extraordinary loss 10.8 (21.8) 63.3
Extraordinary loss on repurchase
of debt, net (2.0)
- ------------------------------------------------ ------ ------ ------
Net income (loss) $ 10.8 $(21.8) $ 61.3
- ------------------------------------------------ ------ ------ ------
Basic earnings (loss) per share:
Before extraordinary loss $ 0.35 $(0.37) $ 0.85
Extraordinary loss (.03)
- ------------------------------------------------ ------ ------ ------
Net income (loss) $ 0.35 $(0.37) $ 0.82
- ------------------------------------------------ ------ ------ ------
Diluted earnings (loss) per share:
Before extraordinary loss $ 0.35 $(0.37) $ 0.83
Extraordinary loss (.03)
- ------------------------------------------------ ------ ------ ------
Net income (loss) $ 0.35 $(0.37) $ 0.80
- ------------------------------------------------ ------ ------ ------
Cash dividends per share:
Class A $ .071 $ .143
Class B .067 .134
- ------------------------------------------------ ------ ------ ------
The accompanying notes are an integral part of the audited financial statements.
Page 23
CONSOLIDATED BALANCE SHEETS
Blount International, Inc. and Subsidiaries
December 31,
(Dollar amounts in millions, except per share data) 2000 1999
- ----------------------------------------------------------- -------- --------
Assets
- ----------------------------------------------------------- -------- --------
Current assets:
Cash and cash equivalents $ 4.8 $ 10.5
Accounts receivable, net of allowance for
doubtful accounts of $3.8 and $4.2 149.0 171.9
Inventories 150.7 117.0
Deferred income taxes 23.8 21.1
Other current assets 7.1 15.5
- ----------------------------------------------------------- -------- --------
Total current assets 335.4 336.0
Property, plant and equipment, net of accumulated
depreciation of $250.7 and $230.4 177.4 172.3
Cost in excess of net assets of acquired businesses, net 128.3 111.5
Other assets 62.8 68.9
- ----------------------------------------------------------- -------- --------
Total Assets $ 703.9 $ 688.7
- ----------------------------------------------------------- -------- --------
Liabilities and Stockholders' Equity (Deficit)
- ----------------------------------------------------------- -------- --------
Current liabilities:
Notes payable and current maturities of long-term debt $ 8.5 $ 6.5
Accounts payable 44.0 51.0
Accrued expenses 91.1 91.0
- ----------------------------------------------------------- -------- --------
Total current liabilities 143.6 148.5
Long-term debt, exclusive of current maturities 824.5 809.7
Deferred income taxes, exclusive of current portion 4.7 8.8
Other liabilities 43.3 43.4
- ----------------------------------------------------------- -------- --------
Total liabilities 1,016.1 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
Accumulated deficit (737.1) (747.9)
Accumulated other comprehensive income 7.3 8.6
- ----------------------------------------------------------- -------- --------
Total stockholders' deficit (312.2) (321.7)
- ----------------------------------------------------------- -------- --------
Total Liabilities and Stockholders' Equity (Deficit) $ 703.9 $ 688.7
- ----------------------------------------------------------- -------- --------
The accompanying notes are an integral part of the audited financial statements.
Page 24
CONSOLIDATED STATEMENTS OF CASH FLOWS
Blount International, Inc. and Subsidiaries
Twelve Months Ended
December 31,
-------------------------------
(Dollar amounts in millions) 2000 1999 1998
- ------------------------------------------------------ --------- --------- ---------
Cash flows from operating activities:
Net income (loss) $ 10.8 $ (21.8) $ 61.3
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Extraordinary loss 2.0
Depreciation, amortization and other noncash charges 32.7 34.0 30.9
Deferred income taxes (6.8) (3.2) (2.3)
Gain on disposals of property, plant and equipment (5.9) (0.5)
Changes in assets and liabilities, net
of effects of businesses acquired and sold:
(Increase) decrease in accounts receivable 25.8 (39.6) 3.4
(Increase) decrease in inventories (22.6) 4.0 13.3
(Increase) decrease in other assets 9.3 (2.8)
Increase (decrease) in accounts payable (8.9) 20.6 (12.8)
Increase (decrease) in accrued expenses (2.4) 30.3 (7.3)
Increase (decrease) in other liabilities (2.2) (1.9) 0.4
- ------------------------------------------------------ --------- --------- ---------
Net cash provided by operating activities 29.8 19.1 88.9
- ------------------------------------------------------ --------- --------- ---------
Cash flows from investing activities:
Proceeds from sales of property, plant and equipment 17.2 0.8 1.3
Purchases of property, plant and equipment (28.5) (17.5) (21.1)
Acquisitions of businesses (40.4) (1.4) (17.4)
Other (3.3)
- ------------------------------------------------------ --------- --------- ---------
Net cash used in investing activities (51.7) (21.4) (37.2)
- ------------------------------------------------------ --------- --------- ---------
Cash flows from financing activities:
Net increase (reduction) in short-term borrowings 2.0 3.0 (0.4)
Issuance of long-term debt 18.1 696.9 149.4
Reduction of long-term debt (3.5) (74.6) (137.5)
Decrease in restricted funds 3.5 0.5
Dividends paid (7.8) (10.5)
Redemption of common stock (1,068.8)
Capital contribution 417.5
Purchase of treasury stock (18.1)
Other (0.4) (2.0) 5.2
- ------------------------------------------------------ --------- --------- ---------
Net cash provided by (used in) financing activities 16.2 (32.3) (11.4)
- ------------------------------------------------------ --------- --------- ---------
Net increase (decrease) in cash and cash equivalents (5.7) (34.6) 40.3
- ------------------------------------------------------ --------- --------- ---------
Cash and cash equivalents at beginning of period 10.5 45.1 4.8
- ------------------------------------------------------ --------- --------- ---------
Cash and cash equivalents at end of period $ 4.8 $ 10.5 $ 45.1
- ------------------------------------------------------ --------- --------- ---------
The accompanying notes are an integral part of the audited financial statements.
Page 25
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
Blount International, Inc. and Subsidiaries
Accumulated
Common Stock Capital Retained Other
(Dollar amounts in millions, ------------------------ In Excess Earnings Comprehensive Treasury
shares in thousands) Common Class A Class B of Par (Deficit) Income Stock Total
- ------------------------------------------- ------ ------- ------- --------- --------- ------------- -------- -------
Balance, December 31, 1997 $ 0.3 $ 0.1 $ 37.7 $ 300.3 $ 7.0 $ (29.3) $ 316.1
Net income 61.3 61.3
Other comprehensive income, net:
Foreign currency translation adjustment 0.5 0.5
Unrealized gains on securities, net of
gains of $0.2 reclassified to net income 0.6 0.6
Minimum pension liability adjustment (0.5) (0.5)
-------
Comprehensive income 61.9
Dividends (10.5) (10.5)
Conversion of Class B to Class A
common stock (282 shares)
Purchase of treasury stock (1,410 Class A shares) (18.0) (18.0)
Other (630 Class A shares, 612 treasury)
- principally stock options exercised 1.0 (2.2) 6.3 5.1
- ------------------------------------------- ------ ------- ------- --------- --------- ------------- -------- -------
Balance, December 31, 1998 0.3 0.1 38.7 348.9 7.6 (41.0) 354.6
Net income (loss) (21.8) (21.8)
Other comprehensive income, net:
Foreign currency translation adjustment (0.5) (0.5)
Unrealized gains on securities 1.0 1.0
Minimum pension liability adjustment 0.5 0.5
-------
Comprehensive income (loss) (20.8)
Redemption of common stock, 48,475 shares
of Class A and 22,776 shares of Class B (0.3) (0.1) (1,068.4) (1,068.8)
Capital Contributions (27,833 shares) $ 0.2 417.3 417.5
Exchange of Class A for 2,963 shares of Common 0.1 0.1
Conversion of Class B to Class A (183 shares)
Retire treasury stock (3,605 Class A) (38.8) (1.1) 39.9
Dividends (5.2) (5.2)
Other - principally stock options exercised 0.1 (0.3) 1.1 0.9
- ------------------------------------------- ------ ------- ------- --------- --------- ------------- -------- -------
Balance, December 31, 1999 0.3 417.3 (747.9) 8.6 (321.7)
Net income (loss) 10.8 10.8
Other comprehensive income, net:
Foreign currency translation adjustment (0.8) (0.8)
Unrealized losses (0.5) (0.5)
-------
Comprehensive income 9.5
- ------------------------------------------- ------ ------- ------- --------- --------- ------------- -------- -------
Balance, December 31, 2000 $ 0.3 $417.3 $ (737.1) $ 7.3 $(312.2)
- ------------------------------------------- ------ ------- ------- --------- --------- ------------- -------- -------
The accompanying notes are an integral part of the audited financial statements.
Page 26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Blount International, Inc. and Subsidiaries
NOTE 1:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation:
The consolidated financial statements include the accounts of Blount
International, Inc. and its subsidiaries ("the Company"). All significant
intercompany balances and transactions are eliminated in consolidation.
Merger and Recapitalization:
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. ("Lehman"). The
merger was completed pursuant to an Agreement and Plan of Merger and
Recapitalization dated as of April 18, 1999. Lehman is a $2.0 billion
institutional merchant banking fund focused on investments in established
operating companies. 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.
As a result of the proration and stock election procedures related to the
merger, approximately 1.5 million shares of Blount International's pre-merger
outstanding common stock were retained by existing shareholders and exchanged,
on a two-for-one basis, for 3.0 million shares of post-merger outstanding common
stock. All share and per share information for periods prior to the merger have
been restated to reflect the split. Lehman and certain members of Company
management made a capital contribution of approximately $417.5 million and
received approximately 27.8 million shares of post-merger outstanding common
stock. Lehman controls approximately 85% of the 30.8 million shares outstanding
following the merger.
The merger was financed by the equity contribution of $417.5 million, senior
term loans of $400 million and senior subordinated notes of $325 million issued
by Blount, Inc., a wholly-owned subsidiary of Blount International, Inc. The
new credit facilities have an aggregate principal amount of $500.0 million,
comprised of a $60.0 million Tranche A Term Loan (none of which was outstanding
at December 31, 2000) and a $340.0 million Tranche B Term Loan ($335.8 million
of which was outstanding at December 31, 2000), and a $100.0 million revolving
credit facility ($18.1 million of which was outstanding at December 31, 2000).
See Note 3.
Reclassifications:
Certain amounts in 1998 and notes to consolidated financial statements have been
reclassified to conform with the 1999 and 2000 presentation.
Use of estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the dates of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Estimates are used when accounting for the allowance for doubtful accounts,
inventory obsolescence, long-lived assets, product warranty expenses, casualty
insurance costs, product liability expenses, other legal proceedings, employee
benefit plans, income taxes, discontinued operations and contingencies. It is
reasonably possible that actual results could differ significantly from those
estimates and significant changes to estimates could occur in the near term.
Page 27
Cash and cash equivalents:
The Company considers all highly liquid temporary cash investments that are
readily convertible to known amounts of cash and present minimal risk of changes
in value because of changes in interest rates to be cash equivalents.
Inventories:
Inventories are stated at the lower of first-in, first-out cost or market.
Property, plant and equipment:
These assets are stated at cost and are depreciated principally on the straight-
line method over the estimated useful lives of the individual assets. The
principal ranges of estimated useful lives for depreciation purposes are as
follows: buildings and improvements - 5 years to 45 years; machinery and
equipment - 3 years to 15 years; furniture, fixtures and office equipment - 3
years to 15 years; and transportation equipment - 3 years to 15 years. Gains or
losses on disposal are reflected in income. Property, plant and equipment held
under leases which are essentially installment purchases are capitalized with
the related obligations stated at the principal portion of future lease
payments. Depreciation charged to costs and expenses was $23.2 million, $27.3
million, and $25.9 million in 2000, 1999, and 1998, respectively.
Interest cost incurred during the period of construction of plant and equipment
is capitalized. No material amounts of interest were capitalized on plant and
equipment during the three reporting periods ended December 31, 2000.
Cost in excess of net assets of acquired businesses:
The excess cost is amortized by the straight-line method over periods ranging
from 5 to 40 years. Accumulated amortization was $42.3 million and $38.3
million as of December 31, 2000 and 1999.
Impaired Assets:
The company reviews the carrying values of long-lived assets, identifiable
intangibles, and goodwill for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. An impairment loss for an asset to be held and used is recognized
when the fair value of the asset, generally based on discounted estimated future
cash flows, is less than the carrying value of the asset. An impairment loss
for assets to be disposed of is recognized when the fair value of the asset,
less costs to dispose, is less than the carrying value of the asset.
Insurance accruals:
It is the Company's policy to retain a portion of expected losses related to
general and product liability through retentions or deductibles under its
insurance programs and for workers' compensation and vehicle liability losses.
Provisions for losses expected under these programs are recorded based on
estimates of the undiscounted aggregate liabilities for claims incurred.
Foreign currency:
For foreign subsidiaries whose operations are principally conducted in U.S.
dollars, monetary assets and liabilities are translated into U.S. dollars at the
current exchange rate, while other assets (principally property, plant and
equipment and inventories) and related costs and expenses are generally
translated at historic exchange rates. Sales and other costs and expenses are
translated at the average exchange rate for the period and the resulting foreign
exchange adjustments are recognized in income. Assets and liabilities of the
remaining foreign operations are translated into U.S. dollars at the current
exchange rate and their statements of income are translated at the average
exchange rate for the period. Gains and losses resulting from translation of the
financial statements of these operations are reflected as "other comprehensive
income" in stockholders' equity. The amount of income taxes allocated to this
Page 28
translation adjustment is not significant. Foreign exchange adjustments to
pretax income were not material in 2000, 1999, and 1998.
Derivative financial instruments:
The Company did not enter into any copper or zinc purchases in the fiscal years
ended December 31, 2000 and 1999. In prior years, the Company entered into such
contracts to hedge a portion of the anticipated brass purchases that the Company
expects to carry out in the normal course of business. Any gain or loss on
futures contracts accounted for as a hedge which are closed before the date of
the anticipated transaction is deferred until completion of the transaction.
Deferred gains or losses are amortized over the transaction period. On January
1, 2001, the Company adopted SFAS 133, as amended by SFAS 138, "Accounting for
Derivative Instruments and Hedging Activities." The adoption has not had a
material impact on the results of operations.
An interest rate contract accounted for as an interest rate hedge of an expected
debt issue was extinguished upon the issuance of 7% senior notes in the
principal amount of $150 million (see Note 3) in June 1998. The cost to
extinguish the interest rate contract is being amortized as an adjustment to
interest expense over the life of the senior notes.
Deferred gains and losses on derivative financial instruments are generally
classified as other assets or other liabilities in the consolidated balance
sheets.
Deferred Financing Costs:
The Company capitalizes costs incurred in connection with borrowings or
establishment of credit facilities. These costs are amortized as an adjustment
to interest expense over the life of the borrowing or life of the credit
facility.
Revenue recognition:
The Company's policy is to record sales when title is passed, which is generally
when orders are shipped. The Company adopted SAB 101, "Revenue Recognition in
Financial Statements," in the fourth quarter of 2000 without any material impact
on the Company's financial statements or results from operations.
Shipping and Handling Costs:
The Company incurs expenses for the delivery of incoming goods and services and
the shipment of goods to customers. These expenses are recognized in the period
in which they occur and are classified as gross revenues if billed and cost of
goods sold if incurred by the Company in the financial statements in accordance
with the Financial Accounting Standards Board's Emerging Issues Task Force's
Issue (EITF) 00-10, "Accounting for Shipping and Handling Fees and Costs."
Sales Incentives:
The Company provides various sales incentives to customers in the form of
coupons, rebates, discounts, free product, and advertising allowances. The cost
of such expenses are recorded at the time of sale and revenue recognition and
are recorded to sales and marketing expense in accordance with EITF 00-14,
"Accounting for Certain Sales Incentives."
Advertising:
Advertising costs are expensed as incurred except for cooperative advertising
which is accrued over the period the revenues are recognized and sales materials
such as brochures and catalogs which are accounted for as prepaid supplies and
expensed over the period used. Advertising costs were $12.4 million, $11.7
million, and $13.5 million for 2000, 1999, and 1998, respectively.
Page 29
Research and development:
Expenditures for research and development are expensed as incurred. These costs
were $8.8 million, $7.2 million, and $7.4 million for 2000, 1999, and 1998,
respectively.
Contributions:
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. On an after-tax basis, this donation had no
significant effect on net income.
NOTE 2:
INCOME TAXES
The provision (benefit) for income taxes attributable to income (loss) before
extraordinary loss is as follows:
Twelve Months Ended
December 31,
------------------------
(Dollar amounts in millions) 2000 1999 1998
- ------------------------------------------------ ------ ------ ------
Current provision (benefit):
Federal $ 5.7 $ (1.8) $ 33.3
State 1.0 1.1 4.3
Foreign 6.0 5.0 4.2
Deferred provision (benefit):
Federal (7.0) (5.0) (2.4)
State (0.4) (0.5) (0.1)
Foreign 1.1 0.4 (0.4)
- ------------------------------------------------ ------ ------ ------
$ 6.4 $ (0.8) $ 38.9
- ------------------------------------------------ ------ ------ ------
A reconciliation of the provision (benefit) for income taxes to the amount
computed by applying the statutory federal income tax rate to income (loss)
before extraordinary loss and income taxes is as follows:
Twelve Months Ended
December 31,
------------------------
(Dollar amounts in millions) 2000 1999 1998
- ------------------------------------------------ ------ ------ ------
Income (loss) before income taxes:
Domestic $ 1.6 $(31.9) $ 91.5
Foreign 15.6 9.3 10.7
- ------------------------------------------------ ------ ------ ------
$ 17.2 $(22.6) $102.2
- ------------------------------------------------ ------ ------ ------
% % %
Statutory tax rate 35.0 (35.0) 35.0
Impact of earnings of foreign operations 2.5 8.3
State income taxes, net of federal tax benefit 1.7 0.6 2.6
Merger expenses 25.3
Contributions (3.2) (0.4)
Permanent differences 8.2 5.5 1.6
Other items, net (10.4) (5.3) (0.7)
- ------------------------------------------------ ------ ------ ------
Effective income tax rate 37.0 (3.8) 38.1
- ------------------------------------------------ ------ ------ ------
Page 30
All years reflect the allocation of substantially all corporate office expenses
and interest expense to domestic operations.
As of December 31, 2000 and 1999, deferred income tax assets were $48.2 million
and $39.5 million and deferred income tax liabilities were $29.2 million and
$27.2 million. Deferred income tax assets (liabilities) applicable to temporary
differences at December 31, 2000 and 1999, are as follows:
(Dollar amounts in millions) 2000 1999
- ------------------------------------------------------------ ------ ------
Property, plant and equipment basis differences $(15.9) $(16.9)
Employee benefits 22.3 21.4
Other accrued expenses 22.9 16.3
Other - net (10.3) (8.5)
- ------------------------------------------------------------ ------ ------
$ 19.0 $ 12.3
- ------------------------------------------------------------ ------ ------
Deferred income taxes of approximately $1.2 million have not been provided on
undistributed earnings of foreign subsidiaries in the amount of $18.2 million as
the earnings are considered to be permanently reinvested.
The Company has settled its issues with the Internal Revenue Service through the
1993 fiscal year with no material adverse effect. The periods from fiscal 1994
through 2000 are still open for review.
NOTE 3:
DEBT AND FINANCING AGREEMENTS
Long-term debt at December 31, 2000 and 1999, consists of the following:
(Dollar amounts in millions) 2000 1999
- ------------------------------------------------------------ ------ ------
13% Senior subordinated notes, maturing on
August 1, 2009 $325.0 $325.0
7% Senior notes (net of discount), maturing on
June 15, 2005 149.0 148.8
Tranche B senior term loans, maturing at various dates
through June 30, 2006, interest rate varies with libor,
prime or CD rate depending upon borrowing option selected 335.8 339.2
$100 million revolving credit agreement maturing
August 19, 2004, interest rate varies with libor, prime
or CD rate depending upon borrowing option selected 18.1
Lease purchase obligations, interest at varying
rates, payable in installments to 2003 0.1 0.2
- ------------------------------------------------------------ ------ ------
828.0 813.2
Less current maturities (3.5) (3.5)
- ------------------------------------------------------------ ------ ------
$824.5 $809.7
- ------------------------------------------------------------ ====== ======
Page 31
Maturities of long-term debt and the principal and interest payments on long-
term capital leases are as follows:
Capital Leases
--------------------- Total
(Dollar amounts in millions) Debt Principal Interest Payments
- ------------------------------- ------ --------- -------- --------
2001 $ 3.4 $ 0.1 $ 3.5
2002 3.4 3.4
2003 3.4 3.4
2004 21.5 21.5
2005 310.7 310.7
2006 and beyond 485.5 485.5
- ------------------------------- ------ ----- ----- ------
$827.9 $ 0.1 $ 0.0 $828.0
- ------------------------------- ------ ----- ----- ------
In June 1998, Blount, Inc., a wholly-owned subsidiary of Blount International,
Inc., issued senior notes ("the 7% senior notes") with a stated interest rate of
7% in the principal amount of $150 million maturing on June 15, 2005. The
senior notes are fully and unconditionally guaranteed by Blount International,
Inc. Approximately $8.3 million, reflecting the price discount and the cost to
extinguish an interest rate contract accounted for as a hedge of future interest
on the debt, is being amortized to expense over the life of the senior notes.
The senior notes are redeemable at a premium, in whole or in part, at the option
of the Company at any time. The debt indenture contains restrictions on secured
debt, sale and lease-back transactions, and the consolidation, merger and sale
of assets.
In July 1998, the Company redeemed all its 9% subordinated notes in the amount
of $68.8 million. The extraordinary loss on redemption was $2.0 million, net of
income taxes of $1.2 million.
In August 1999, Blount, Inc., a wholly-owned subsidiary of Blount International,
Inc., issued senior subordinated notes (the "senior subordinated notes") with an
interest rate of 13% in the principal amount of $325 million. The senior
subordinated notes provide for a premium for the redemption of an aggregate of
35% of the senior subordinated notes until August 1, 2002, and for redemption at
a premium of all or part of the senior subordinated notes after August 1, 2004,
until August 1, 2007, when the senior subordinated notes are redeemable at par.
Blount, Inc. also entered into new credit facilities with an aggregate principal
amount of $500.0 million, comprised of a $60.0 million Tranche A Term Loan
(which has been paid in full) and a $340.0 million Tranche B Term Loan ($335.8
million of which was outstanding at December 31, 2000), and a $100.0 million
revolving credit facility ($18.1 million of which was outstanding at December
31, 2000). In connection with the $325 million senior subordinated notes, the
Company filed a registration statement on Form S-4 on July 15, 1999. The
Tranche B Term Loan has quarterly repayments of $850,000 beginning on December
31, 1999, until June 30, 2005, and then increasing to $80,000,000 on September
30, 2005, until March 31, 2006, with a final payment of $80,450,000 on the
maturity date, June 30, 2006. The Tranche B borrowings can be repaid, in whole
or in part, at anytime; however, there is a prepayment premium until August 19,
2001. The Company and all of the Company's domestic subsidiaries other than
Blount, Inc. guarantee Blount, Inc.'s obligations under the debt issued to
finance the merger. In addition, Blount, Inc. has pledged 65% of the stock of
its non-domestic subsidiaries as further collateral. Blount, Inc.'s obligations
and its domestic subsidiaries' guarantee obligations under the new credit
facilities are collateralized by a first priority security interest in
substantially all of their respective assets. The Company's guarantee
obligations in respect of the new credit facilities are collateralized by a
Page 32
pledge of all of Blount, Inc.'s capital stock. The 7.0% senior notes share
equally and ratably in certain of the collateral securing the new credit
facilities. The Company was required to enter into hedge agreements within 180
days of the Tranche B borrowing and maintain such hedge agreements in place
until the second anniversary of the Tranche B borrowing such that at least 33%
of the aggregate principal amount of the Tranche B borrowing is subject to a
fixed rate of interest. The Company has in place an interest rate cap at an
immaterial cost to comply with this requirement.
In August 1999, the Company replaced its $150 million revolving credit agreement
expiring April 1, 2002, with a new $100 million revolving credit agreement
expiring on August 19, 2004. At December 31, 2000, $18.1 million was
outstanding under the new $100 million revolving credit agreement. The $100
million revolving credit agreement provides for interest rates to be determined
at the time of borrowings based on a choice of formulas as specified in the
agreement. The interest rates and commitment fees may vary based on the ratio
of total debt to consolidated earnings before interest, taxes, depreciation, and
amortization (EBITDA) as defined in the agreement. The revolving credit
agreement and the term loan facilities contain covenants relating to
indebtedness, liens, mergers, consolidations, disposals of property, payment of
dividends, capital expenditures, investments, optional payments and
modifications of the agreements, transactions with affiliates, sales and
leasebacks, changes in fiscal periods, negative pledges, subsidiary
distributions, lines of business, hedge agreements, and activities of the
Company and requires the Company to maintain certain leverage and interest
coverage ratios. In January 2001, the Company amended the credit agreement in
part to avoid a possible default under the leverage and interest coverage ratios
of the credit facilities. See Note 12 of Notes to Consolidated Financial
Statements on page 53.
The weighted average interest rate on outstanding foreign short-term borrowings
on December 31, 2000 and 1999 was 7.23% and 7.31%.
NOTE 4:
ACQUISITIONS AND DISPOSALS
The following acquisitions have been accounted for by the purchase method, and
the net assets and results of operations of the acquired companies have been
included in the Company's consolidated financial statements since the dates of
acquisition. The excess of the purchase price over the fair value of the net
assets acquired is being amortized on a straight-line basis over a period of
between 5 and 40 years.
On September 26, 2000, the Company purchased the assets of Fabtek, Inc., a
manufacturer of timber harvesting equipment. On October 16, 2000, the Company
purchased the assets of Windsor Forestry Tools, Inc., a manufacturer of cutting
chain and guide bars for chain saws and timber harvesting equipment from Snap-on
Incorporated. On October 20, 2000, the Company purchased all the outstanding
stock of Estate Cartridge, Inc., a manufacturer of sporting shotshell
ammunition. The estimated aggregate purchase price of these acquisitions was
$40.1 million and the combined sales and operating loss for the last twelve
months prior to acquisition were $47.1 million and $0.6 million. The cost in
excess of net assets acquired was approximately $20.8 million and will be
amortized over a period of 40 years.
In September 1998, the Company purchased certain operating assets of the
Redfield line for approximately $3 million. The fair value of the assets
acquired approximated the purchase price.
Page 33
NOTE 5:
CAPITAL STOCK, STOCK OPTIONS AND EARNINGS PER SHARE DATA
The Company has authorized 100 million shares of common stock.
The number of shares used in the denominators of the basic and diluted earnings
(loss) per share computations were as follows (in thousands):
Twelve Months Ended
December 31,
------------------------
2000 1999 1998
- ------------------------------------------------ ------ ------ ------
Shares for basic earnings (loss) per share
computation - weighted average
common shares outstanding 30,796 58,185 74,744
Dilutive effect of stock options 2,044
- ------------------------------------------------ ------ ------ ------
Shares for diluted earnings (loss) per
share computation 30,796 58,185 76,788
- ------------------------------------------------ ------ ------ ------
No adjustment was required to reported income amounts for inclusion in the
numerators of the earnings (loss) per share computations.
Prior to the merger and recapitalization described in Note 1, the Company had
granted options to purchase its Class A common stock to certain officers and key
employees under four fixed stock option plans. Under these plans, options could
be granted up to 13,500,000 shares. Each plan provided for the granting of
options with an option price per share not less than the fair market value of
one share of Class A common stock on the date of grant. The options granted
were exercisable for a period of up to ten years under each plan and vested in
installments over periods determined by the Compensation and Management
Development Committee of the Board of Directors. Options to purchase 1,121,200
shares were granted during the first quarter of 1999 under the 1998 Blount Long-
Term Executive Stock Option Plan. As a result of the merger described in Note
1, all outstanding options were canceled through a payment associated with the
merger. During 1999 and 2000, the Company's Board of Directors adopted new
stock option plans under which options, either incentive stock options or
nonqualified stock options, to purchase the Company's common stock may be
granted to employees, directors, and other persons who perform services for the
Company. The number of shares which may be issued under these plans may not
exceed 5,875,000 shares. The option price per share for incentive stock options
may not be less than 100% of the average closing sale price for ten consecutive
trading days ended on the trading day immediately prior to the date of grant.
The option price for each grant of a nonqualified stock option shall be
established on the date of grant and may be less than the fair market value of
one share of common stock on the date of grant. In 1999, options were granted
to purchase 2,301,320 shares at the price of $15 per share. In 2000, options
were granted to purchase 120,000 shares at an average price of $11.52 per share.
As of December 31, 2000 and 1999, there were options for 3,603,680 shares and
623,680 shares available for grant.
Page 34
A summary of the status of the Company's fixed stock option plans as of December
31, 2000, 1999 and 1998, and changes during the periods ending on those dates is
presented below:
Twelve Months
Ended December 31,
--------------------------------------------------------------------------
2000 1999 1998
---------------------- ---------------------- ----------------------
Weighted- Weighted- Weighted-
Average Average Average
Shares Exercise Shares Exercise Shares Exercise
(in 000's) Price (in 000's) Price (in 000's) Price
- -------------------- ---------- --------- ---------- --------- ---------- ---------
Outstanding at
beginning of period 2,251 $15.00 7,288 $ 8.19 6,932 $ 7.40
Granted 120 11.52 3,422 14.27 1,196 12.58
Exercised (100) 8.81 (612) 6.85
Forfeited (100) 15.00 (106) 13.15 (228) 10.73
Canceled (8,253) (8.78)
- -------------------- ---------- --------- ---------- --------- ---------- ---------
Outstanding at
end of period 2,271 $14.82 2,251 $15.00 7,288 $ 8.19
- -------------------- ---------- --------- ---------- --------- ---------- ---------
Options exercisable
at end of period 289 0 3,896
- -------------------- ---------- ---------- ----------
Options outstanding at December 31, 2000, have an exercise price of $14.82 per
share, vest over three to six years and have a remaining contractual life of
approximately 8.7 years.
Page 35
The Company applies APB Opinion 25 and related interpretations in accounting for
fixed stock option plans. Accordingly, no compensation cost has been
recognized. Had compensation cost been determined based on the estimated fair
value at the grant dates for awards under the Company's plans, consistent with
the method of SFAS No. 123, the Company's net income (loss) and earnings (loss)
per share would have been the pro forma amounts indicated below:
Twelve Months Ended
December 31,
(Dollar amounts in millions, ------------------------
except per share data) 2000 1999 1998
- ------------------------------------------------ ------ ------ ------
Net income (loss):
As reported $ 10.8 $(21.8) $ 61.3
Pro forma 8.8 4.1 58.1
Earnings (loss) per share:
As reported:
Basic 0.35 (0.37) 0.82
Diluted 0.35 (0.37) 0.80
Pro forma:
Basic 0.28 0.07 0.78
Diluted 0.28 0.07 0.76
- ------------------------------------------------ ------ ------ ------
For purposes of computing the pro forma amounts above, the Black-Scholes option-
pricing model was used with the following weighted-average assumptions:
Twelve Months Ended
December 31,
------------------------
2000 1999 1998
- ------------------------------------------------ ------ ------ ------
Estimated lives of plan options 6 years 6 years 6 years
Risk-free interest rates 6.3% 5.8% 5.5%
Expected volatility 33.0% 30.0% 23.0%
Dividend yield 0.0% 0.5% 1.5%
- ------------------------------------------------ ------ ------ ------
The weighted average estimated fair value of options granted during 2000, 1999,
and 1998 was $4.92, $5.47, and $3.67, respectively.
On March 2, 2001, an affiliate of Lehman Brothers, Inc., the Company's principal
shareholder, invested $20 million in the Company in the form of a mezzanine
security with warrants to acquire 1,000,000 shares of Blount common stock that
are exercisable immediately at $0.01 a share. See Note 12 of Notes to
Consolidated Financial Statements on page 53.
Page 36
NOTE 6:
PENSION AND POSTRETIREMENT BENEFIT PLANS
The changes in the benefit obligations, changes in plan assets, and funded
status of the Company's defined benefit pension plans and other postretirement
medical and life benefit plans for the periods ended December 31, 2000 and 1999,
were as follows:
Other
Pension Postretirement
Benefits Benefits
FUNDED PLANS ---------------- ----------------
(Dollar amounts in millions) 2000 1999 2000 1999
- ------------------------------------------------ ------ ------ ------ ------
Change in Benefit Obligation:
Benefit obligation at beginning of period $(127.6) $(126.4) $ (1.9) $ (2.4)
Service cost (5.9) (6.6)
Interest cost (9.9) (8.9) (0.2) (0.2)
Plan participants' contributions (0.2) (0.1)
Actuarial gains (losses) (0.7) 10.5 (1.3) 0.3
Benefits and plan expenses paid 4.6 3.8 0.5 0.5
- ------------------------------------------------ ------- ------- ------ ------
Benefit obligation at end of period (139.5) (127.6) (3.1) (1.9)
- ------------------------------------------------ ------- ------- ------ ------
Change in Plan Assets:
Fair value of plan assets at beginning of period 138.3 121.7 1.9 1.9
Actual return on plan assets (3.9) 19.5 0.2 0.4
Company contributions 1.2 0.9
Plan participants' contributions 0.2 0.1
Benefits and plan expenses paid (4.6) (3.8) (0.5) (0.5)
- ------------------------------------------------ ------- ------- ------ ------
Fair value of plan assets at end of period 131.0 138.3 1.8 1.9
- ------------------------------------------------ ------- ------- ------ ------
Funded status (8.5) 10.7
Unrecognized actuarial (gains) losses 5.2 (12.5)
Unrecognized transition asset (0.3) (0.5)
Unrecognized prior service cost (0.3) (0.2)
- ------------------------------------------------ ------- ------- ------ ------
Net amount recognized $ (3.9) $ (2.5) $ 0.0 $ 0.0
- ------------------------------------------------ ------- ------- ------ ------
Net amount recognized:
Prepaid benefits $ 3.5 $ 2.1
Accrued benefits (7.4) (4.6)
- ------------------------------------------------ ------- ------- ------ ------
$ (3.9) $ (2.5) $ 0.0 $ 0.0
- ------------------------------------------------ ------- ------- ------ ------
Page 37
Other
Pension Postretirement
Benefits Benefits
OTHER PLANS ---------------- ----------------
(Dollar amounts in millions) 2000 1999 2000 1999
- ------------------------------------------------ ------ ------ ------ ------
Change in Benefit Obligation:
Benefit obligation at beginning of period $(13.5) $(13.8) $(15.8) $(17.4)
Service cost (0.8) (0.9) (0.4) (0.4)
Interest cost (0.9) (0.9) (1.4) (1.2)
Plan participants' contributions (0.8) (0.6)
Actuarial gains (losses) 1.5 0.7 (3.6) 2.3
Benefits and plan expenses paid 1.1 1.4 2.4 1.5
- ------------------------------------------------ ------ ------ ------ ------
Benefit obligation at end of period (12.6) (13.5) (19.6) (15.8)
Unrecognized actuarial (gains) losses 0.4 1.7 0.5 (3.0)
Unrecognized transition obligation 0.1
Unrecognized prior service cost 3.0 4.0 0.1 0.1
- ------------------------------------------------ ------ ------ ------ ------
Net amount recognized $ (9.2) $ (7.7) $(19.0) $(18.7)
- ------------------------------------------------ ------ ------ ------ ------
Net amount recognized:
Accrued benefits $(11.4) $(11.1) $(19.0) $(18.7)
Intangible asset 2.2 3.4
Accumulated other comprehensive income
- ---------------------------------------- ------ ------ ------ ------
$ (9.2) $ (7.7) $(19.0) $(18.7)
- ---------------------------------------- ------ ------ ------ ------
The accumulated pension benefit obligation of supplemental non-qualified defined
benefit pension plans was $10.5 million and $11.1 million at December 31, 2000
and 1999, respectively. Two Rabbi Trusts, whose assets are not included in the
table above, have been established to fund part of these non-qualified benefits.
These two Rabbi Trusts required the funding of certain executive benefits upon a
change in control or threatened change in control such as the merger and
recapitalization described in Note 1 of Notes to Consolidated Financial
Statements. At December 31, 2000 and 1999, approximately $21.5 million and
$22.9 million, respectively, were held in these trusts and is included in "Other
assets" in the Consolidated Balance Sheet.
Page 38
The components of net periodic benefit cost and the weighted average assumptions
used in accounting for pension and other postretirement benefits follow:
Pension Benefits Other Postretirement Benefits
------------------------------ ------------------------------
Twelve Months Ended Twelve Months Ended
December 31, December 31,
------------------------------ ------------------------------
(Dollar amounts in millions) 2000 1999 1998 2000 1999 1998
- ------------------------------------------- -------- -------- -------- -------- -------- --------
Components of net periodic benefit cost:
Service cost $ 6.7 $ 7.5 $ 6.7 $ 0.4 $ 0.4 $ 0.4
Interest cost 10.8 9.8 9.0 1.6 1.3 1.4
Expected return on plan assets (12.3) (10.8) (9.7) (0.1) (0.1) (0.2)
Amortization of actuarial (gains) losses (0.2) (0.2) 0.1 0.1 (0.1)
Amortization of transition asset (0.1) (0.1) (0.1)
Amortization of prior service cost 1.0 1.0 0.4
------ ------ ------ ------ ------ ------
$ 5.9 $ 7.2 $ 6.4 $ 2.0 $ 1.6 $ 1.5
------ ------ ------ ------ ------ ------
Weighted average assumptions:
Discount rate 7.4% 7.4% 7.0% 7.5% 7.5% 7.0%
Expected return on plan assets 8.9% 8.9% 8.9% 9.0% 9.0% 9.0%
Rate of compensation increase 4.0% 4.0% 3.8%
- ------------------------------------------- ------ ------ ------ ------ ------ ------
A 5% annual rate of increase in the cost of health care benefits was assumed for
2000; the rate was assumed to decrease 1% per year until 4% is reached, remain
at that level for ten years, and then decrease to the ultimate trend rate of 3%.
A 1% change in assumed health care cost trend rates would have the following
effects:
(Dollar amounts in millions) 1% Increase 1% Decrease
- ------------------------------------------------ ----------- -----------
Effect on service and interest cost components $ 0.1 $ 0.1
Effect on other postretirement benefit obligations 1.2 1.0
- ------------------------------------------------ ----------- -----------
The Company sponsors a defined contribution 401(k) plan and matches a portion of
employee contributions. The expense was $4.7 million, $4.9 million, and $4.9
million in 2000, 1999, and 1998.
NOTE 7:
COMMITMENTS AND CONTINGENT LIABILITIES
The Company leases office space and equipment under operating leases expiring in
1 to 8 years. Most leases include renewal options and some contain purchase
options and escalation clauses. Future minimum rental commitments required
under operating leases having initial or remaining noncancelable lease terms in
excess of one year as of December 31, 2000, are as follows (in millions): 2001--
$3.0; 2002--$2.2; 2003--$1.3; 2004--$0.8; 2005--$0.5; and 2006 and beyond--$0.6.
Rentals charged to costs and expenses under cancelable and noncancelable lease
arrangements were $3.9 million, $4.0 million, and $4.6 million for 2000, 1999,
and 1998, respectively.
Page 39
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 result in the Company being
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. Based on results of the RI/FS, WDOE has issued a new
administrative Unilateral Enforcement Order to all PLPs to perform several years
of cleanup action at the Site. The Company is unable to determine, at this
time, the level of cleanup 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.
In connection with his resignation effective October 20, 1999, a former
executive officer ("executive") cited "good reason" (in the nature of
constructive discharge) under his employment contract and claimed he was due
severance benefits in excess of $2.5 million. As of September 12, 2000, the
matter has been settled by mutual agreement without any material adverse effect
to the Company.
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.
NOTE 8:
FINANCIAL INSTRUMENTS AND CREDIT RISK CONCENTRATION
The Company has manufacturing or distribution operations in Brazil, Canada,
Europe, Japan, Russia and the United States. The Company sells to customers in
these locations, primarily in the United States, and other countries throughout
the world (see Note 9). At December 31, 2000, approximately 77% of trade
accounts receivable were from customers within the United States. Trade
accounts receivable are principally from service and dealer groups,
distributors, mass merchants, and chain saw and other original equipment
manufacturers, and are normally not collateralized. The Company has an
arrangement through a third-party financing company where Dixon and Industrial
Power Equipment customers can finance purchases of equipment with minimal
recourse to the Company.
Page 40
The estimated fair values of certain financial instruments at December 31, 2000
and 1999, are as follows:
2000 1999
-------------------- --------------------
Carrying Fair Carrying Fair
(Dollar amounts in millions) Amount Value Amount Value
- ---------------------------------- --------- --------- --------- ---------
Cash and short-term investments $ 4.8 $ 4.8 $ 10.5 $ 10.5
Other assets (restricted trust
funds and notes receivable) 23.2 23.1 25.2 25.0
Notes payable and long-term debt
(see Note 3) (833.0) (725.9) (816.2) (815.3)
- ---------------------------------- ------- ------- ------- -------
The carrying amount of cash and short-term investments approximates fair value
because of the short maturity of those instruments. The fair value of notes
receivable is estimated based on the discounted value of estimated future cash
flows. The fair value of restricted trust funds approximates the carrying amount
for short-term instruments and is estimated by obtaining market quotes for
longer term instruments. The fair value of long-term debt is estimated based on
recent market transaction prices or on current rates available for debt with
similar terms and maturities.
NOTE 9:
SEGMENT INFORMATION
The Company identifies operating segments based on management responsibility.
The Company has three reportable segments: Outdoor Products, Sporting
Equipment, and Industrial and Power Equipment. Outdoor Products produces or
markets chain saw components (chain, bars and sprockets), lawn mowers and
related products, and other outdoor care products. Sporting Equipment produces
or markets small arms ammunition, sports optical products, reloading equipment
and other shooting sports accessories. Industrial and Power Equipment produces
timber harvesting and industrial loading equipment and power transmission and
gear components.
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. Intersegment sales are not
significant.
Page 41
Information on Segments:
Twelve Months Ended
December 31,
--------------------------
(Dollar amounts in millions) 2000 1999 1998
- ------------------------------------------------ ------ ------ ------
Sales:
Outdoor products $360.7 $327.6 $315.4
Sporting equipment 314.3 323.7 286.7
Industrial and power equipment 153.2 158.6 229.8
- ------------------------------------------------ ------ ------ ------
$828.2 $809.9 $831.9
- ------------------------------------------------ ------ ------ ------
Operating income (loss):
Outdoor products $ 81.0 $ 71.8 $ 68.4
Sporting equipment 36.9 40.4 36.1
Industrial and power equipment 1.1 (1.1) 27.9
- ------------------------------------------------ ------ ------ ------
Operating income from segments 119.0 111.1 132.4
Corporate office expenses (10.3) (17.3) (18.4)
Merger expenses (76.1) (0.3)
- ------------------------------------------------ ------ ------ ------
Income from operations 108.7 17.7 113.7
Interest expense (99.7) (44.8) (14.3)
Interest income 1.5 3.7 2.5
Other income, net 6.7 0.8 0.3
- ------------------------------------------------ ------ ------ ------
Income (loss) before income taxes $ 17.2 $(22.6) $102.2
- ------------------------------------------------ ------ ------ ------
Identifiable assets:
Outdoor products $224.7 $210.6 $209.1
Sporting equipment 260.0 246.2 226.8
Industrial and power equipment 117.5 109.2 107.1
Corporate office 101.7 122.7 125.8
- ------------------------------------------------ ------ ------ ------
$703.9 $688.7 $668.8
- ------------------------------------------------ ------ ------ ------
Depreciation and amortization:
Outdoor products $ 10.8 $ 13.9 $ 13.6
Sporting equipment 11.5 11.1 10.7
Industrial and power equipment 4.1 4.9 4.2
Corporate office 6.3 4.1 2.4
- ------------------------------------------------ ------ ------ ------
$ 32.7 $ 34.0 $ 30.9
- ------------------------------------------------ ------ ------ ------
Capital expenditures:
Outdoor products $ 12.4 $ 9.3 $ 7.9
Sporting equipment 7.9 7.8 6.9
Industrial and power equipment 2.3 1.3 6.7
Corporate office 5.9 0.1 0.2
- ------------------------------------------------ ------ ------ ------
$ 28.5 $ 18.5 $ 21.7
- ------------------------------------------------ ------ ------ ------
Page 42
Information on Sales By Significant Product Groups:
Twelve Months Ended
December 31,
--------------------------
(Dollar amounts in millions) 2000 1999 1998
- ------------------------------------------------ ------ ------ ------
Chain saw components $230.8 $201.1 $199.7
Ammunition and related products 231.6 234.9 212.0
Timber harvesting and loading equipment 127.8 133.1 199.8
Lawn mowers and related products 89.6 87.2 75.7
Sports optical products 42.8 48.3 41.3
All others, less than 5% each 105.6 105.3 103.4
- ------------------------------------------------ ------ ------ ------
$828.2 $809.9 $831.9
- ------------------------------------------------ ====== ====== ======
Information on Geographic Areas:
Twelve Months Ended
December 31,
--------------------------
(Dollar amounts in millions) 2000 1999 1998
- ------------------------------------------------ ------ ------ ------
Sales:
United States $592.3 $601.5 $623.4
Canada 33.3 32.2 32.4
Germany 26.0 22.4 24.0
All others, less than 3% each 176.6 153.8 152.1
- ------------------------------------------------ ------ ------ ------
$828.2 $809.9 $831.9
- ------------------------------------------------ ------ ------ ------
Long-Lived Assets:
United States $148.7 $147.5 $156.1
Canada 20.3 18.0 20.1
Brazil 3.9 3.7 3.7
All others, less than 3% each 4.5 3.1 3.0
- ------------------------------------------------ ------ ------ ------
$177.4 $172.3 $182.9
- ------------------------------------------------ ------ ------ ------
The geographic sales information is by country of destination. Long-lived
assets exclude the cost in excess of net assets of acquired businesses. No
customer accounted for more than 10% of consolidated sales in 2000, 1999 or
1998. In 2000, approximately 16% of sales by Outdoor Products were to one
customer, 18% of Sporting Equipment sales were to one customer, and 31% of
Industrial and Power Equipment sales were to two customers. While the Company
expects these business relationships to continue, the loss of any of these
customers could affect the operations of the segments. Each of the Company's
segments purchases certain important materials from a limited number of
suppliers that meet quality criteria. Although alternative sources of supply
are available, the sudden elimination of certain suppliers could result in
manufacturing delays, a reduction in product quality and a possible loss of
sales in the near term.
Page 43
NOTE 10:
CONSOLIDATING FINANCIAL INFORMATION
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).
BLOUNT INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL INFORMATION
For The Twelve Months
Ended December 31, 2000
Blount Non-
International, Blount, Guarantor Guarantor
Inc. Inc. Subsidiaries Subsidiaries Eliminations Consolidated
-------------- ------- ------------ ------------ ------------ ------------
STATEMENT OF OPERATIONS
- -----------------------
Sales $ 444.4 $335.8 $190.2 $ (142.2) $828.2
Cost of sales 338.7 253.7 131.8 (142.5) 581.7
-------- ------ ------ --------- ------
Gross profit 105.7 82.1 58.4 0.3 246.5
Selling, general and administrative expenses $ 0.9 57.8 40.1 39.0 137.8
------ -------- ------ ------ --------- ------
Income (loss) from operations (0.9) 47.9 42.0 19.4 0.3 108.7
Interest expense (34.0) (99.3) (10.3) (0.4) 44.3 (99.7)
Interest income 0.2 44.9 0.4 0.3 (44.3) 1.5
Other income (expense), net 10.4 (3.4) (0.3) 6.7
------ -------- ------ ------ --------- ------
Income (loss) before income taxes (34.7) 3.9 28.7 19.0 0.3 17.2
Provision (benefit) for income taxes (15.3) 3.7 10.9 7.1 6.4
------ -------- ------ ------ --------- ------
Income (loss) before earnings (losses)
of affiliated companies (19.4) 0.2 17.8 11.9 0.3 10.8
Equity in earnings (losses) of
affiliated companies, net 30.2 30.0 (0.1) (60.1)
------ -------- ------ ------ --------- ------
Net income $ 10.8 $ 30.2 $ 17.7 $ 11.9 $ (59.8) $ 10.8
====== ======== ====== ====== ========= ======
Page 44
For The Twelve Months
Ended December 31, 1999
Blount Non-
International, Blount, Guarantor Guarantor
Inc. Inc. Subsidiaries Subsidiaries Eliminations Consolidated
-------------- ------- ------------ ------------ ------------ ------------
STATEMENT OF OPERATIONS
- -----------------------
Sales $ 436.8 $333.7 $167.1 $ (127.7) $809.9
Cost of sales 336.7 249.5 115.3 (127.2) 574.3
-------- ------ ------ --------- ------
Gross profit 100.1 84.2 51.8 (0.5) 235.6
Selling, general and administrative expenses $ 1.1 63.6 38.8 38.3 141.8
Merger expenses 69.6 6.5 76.1
------ -------- ------ ------ --------- ------
Income (loss) from operations (70.7) 30.0 45.4 13.5 (0.5) 17.7
Interest expense (44.7) (6.4) 6.3 (44.8)
Interest income 1.3 7.9 0.5 0.3 (6.3) 3.7
Other income (expense), net 6.7 (5.0) (0.9) 0.8
------ -------- ------ ------ --------- ------
Income (loss) before income taxes (69.4) (0.1) 34.5 12.9 (0.5) (22.6)
Provision (benefit) for income taxes (20.2) 13.2 6.2 0.8
------ -------- ------ ------ --------- ------
Income (loss) before earnings (losses)
of affiliated companies (49.2) (0.1) 21.3 6.7 (0.5) (21.8)
Equity in earnings (losses) of
affiliated companies, net 27.4 27.5 (0.1) (54.8)
------ -------- ------ ------ --------- ------
Net income $(21.8) $ 27.4 $ 21.2 $ 6.7 $ (55.3) $(21.8)
====== ======== ====== ====== ========= ======
Page 45
For The Twelve Months
Ended December 31, 1998
Blount Non-
International, Blount, Guarantor Guarantor
Inc. Inc. Subsidiaries Subsidiaries Eliminations Consolidated
-------------- ------- ------------ ------------ ------------ ------------
STATEMENT OF OPERATIONS
- -----------------------
Sales $ 478.5 $315.3 $163.5 $ (125.4) $831.9
Cost of sales 350.5 229.4 119.7 (126.0) 573.6
-------- ------ ------ --------- ------
Gross profit 128.0 85.9 43.8 0.6 258.3
Selling, general and administrative expenses $ 1.3 71.8 38.2 33.0 144.3
Merger expenses 0.3 0.3
------ -------- ------ ------ --------- ------
Income (loss) from operations (1.6) 56.2 47.7 10.8 0.6 113.7
Interest expense (14.1) (7.1) (0.1) 7.0 (14.3)
Interest income 8.6 0.5 0.4 (7.0) 2.5
Other income (expense), net 5.1 (4.2) (0.6) 0.3
------ -------- ------ ------ --------- ------
Income (loss) before income taxes (1.6) 55.8 36.9 10.5 0.6 102.2
Provision (benefit) for income taxes (0.6) 21.0 14.0 4.5 38.9
------ -------- ------ ------ --------- ------
Income (loss) before earnings of
affiliated companies (1.0) 34.8 22.9 6.0 0.6 63.3
Extraordinary loss on repurchase of debt (2.0) (2.0)
Equity in earnings of affiliated companies, net 62.3 29.5 (0.3) (91.5)
------ -------- ------ ------ --------- ------
Net income $ 61.3 $ 62.3 $ 22.6 $ 6.0 $ (90.9) $ 61.3
====== ======== ====== ====== ========= ======
Page 46
December 31, 2000
Blount Non-
International, Blount, Guarantor Guarantor
Inc. Inc. Subsidiaries Subsidiaries Eliminations Consolidated
-------------- ------- ------------ ------------ ------------ ------------
BALANCE SHEET
- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 1.9 $ (0.8) $ 3.7 $ 4.8
Accounts receivable, net 56.0 77.0 16.0 149.0
Intercompany receivables 282.8 57.8 10.4 $ (351.0)
Inventories 66.1 70.6 14.0 150.7
Deferred income taxes 23.8 23.8
Other current assets 5.7 0.5 0.9 7.1
-------- ------ ------ --------- ---------
Total current assets 436.3 205.1 45.0 (351.0) 335.4
Investments in affiliated companies $ 38.9 385.7 0.3 (424.9)
Property, plant and equipment, net 70.4 80.6 26.4 177.4
Cost in excess of net assets of acquired
businesses, net 37.8 83.7 6.8 128.3
Intercompany notes receivable 5.1 (5.1)
Other assets 58.0 1.3 3.5 62.8
------ -------- ------ ------ --------- ---------
Total Assets $ 38.9 $ 988.2 $370.7 $ 87.1 $ (781.0) $ 703.9
====== ======== ====== ====== ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable and current maturities
of long-term debt $ 3.4 $ 5.1 $ 8.5
Accounts payable $ 0.1 18.0 $ 19.6 6.3 44.0
Intercompany payables 351.0 $ (351.0)
Accrued expenses 58.6 23.5 9.0 91.1
------ -------- ------ ------ --------- ---------
Total current liabilities 351.1 80.0 43.1 20.4 (351.0) 143.6
Long-term debt, exclusive of current maturities 824.4 0.1 824.5
Intercompany notes payable 5.1 (5.1)
Deferred income taxes, exclusive of
current portion 2.7 2.0 4.7
Other liabilities 37.1 5.4 0.8 43.3
------ -------- ------ ------ --------- ---------
Total liabilities 351.1 949.3 48.5 23.3 (356.1) 1,016.1
Stockholders' equity (deficit) (312.2) 38.9 322.2 63.8 (424.9) (312.2)
------ -------- ------ ------ --------- ---------
Total Liabilities and
Stockholders' Equity (Deficit) $ 38.9 $ 988.2 $370.7 $ 87.1 $ (781.0) $ 703.9
====== ======== ====== ====== ========= =========
Page 47
December 31, 1999
Blount Non-
International, Blount, Guarantor Guarantor
Inc. Inc. Subsidiaries Subsidiaries Eliminations Consolidated
-------------- ------- ------------ ------------ ------------ ------------
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
====== ======== ====== ====== ========= =========
Page 48
For The Twelve Months
Ended December 31, 2000
Blount Non-
International, Blount, Guarantor Guarantor
Inc. Inc. Subsidiaries Subsidiaries Eliminations Consolidated
-------------- ------- ------------ ------------ ------------ ------------
STATEMENT OF CASH FLOWS
- -----------------------
Net cash provided by (used in) operating
activities $ 355.6 $ 28.3 $ 18.2 $ 7.9 $ (380.2) $ 29.8
--------- -------- ------ ------ --------- ---------
Cash flows from investing activities:
Proceeds from sales of property, plant
and equipment 15.6 1.5 0.1 17.2
Purchases of property, plant and equipment (13.1) (9.4) (6.0) (28.5)
Acquisitions of businesses (39.1) (1.3) (40.4)
--------- -------- ------ ------ --------- ---------
Net cash used in investing activities (36.6) (9.2) (5.9) (51.7)
--------- -------- ------ ------ --------- ---------
Cash flows from financing activities:
Net increase (reduction) in short-term
borrowings 2.0 2.0
Issuance of long-term debt 18.1 18.1
Reduction of long-term debt (3.4) (0.1) (3.5)
Dividends paid (375.0) (5.2) 380.2
Advances from (to) affiliated companies (355.6) 365.7 (10.1)
Other (0.4) (0.4)
--------- -------- ------ ------ --------- ---------
Net cash provided by (used in) financing
activities $ (355.6) 5.0 (10.1) (3.3) $ 380.2 16.2
--------- -------- ------ ------ --------- ---------
Net decrease in cash and cash equivalents (3.3) (1.1) (1.3) (5.7)
Cash and cash equivalents at beginning of period 5.3 0.3 4.9 10.5
--------- -------- ------ ------ --------- ---------
Cash and cash equivalents at end of period $ 2.0 $ (0.8) $ 3.6 $ 4.8
========= ======== ====== ====== ========= =========
Page 49
For The Twelve Months
Ended December 31, 1999
Blount Non-
International, Blount, Guarantor Guarantor
Inc. Inc. Subsidiaries Subsidiaries Eliminations Consolidated
-------------- ------- ------------ ------------ ------------ ------------
STATEMENT OF CASH FLOWS
- -----------------------
Net cash provided by (used in) operating
activities $ (24.2) $ 52.9 $ 16.7 $ 2.9 $ (29.2) $ 19.1
--------- -------- ------ ------ --------- ---------
Cash flows from investing activities:
Proceeds from sales of property, plant
and equipment 0.7 0.1 0.8
Purchases of property, plant and equipment (6.2) (7.7) (3.6) (17.5)
Acquisitions of businesses (0.7) (0.7) (1.4)
Other (3.3) (3.3)
--------- -------- ------ ------ --------- ---------
Net cash used in investing activities (9.5) (8.4) (3.5) (21.4)
--------- -------- ------ ------ --------- ---------
Cash flows from financing activities:
Net increase (reduction) in short-term
borrowings 3.0 3.0
Issuance of long-term debt 696.9 696.9
Reduction of long-term debt (72.1) (2.3) (0.2) (74.6)
Decrease in restricted funds 3.5 3.5
Dividends paid (7.8) (25.0) (4.2) 29.2 (7.8)
Redemption of common stock (1,068.8) (1,068.8)
Capital contribution 417.5 417.5
Advances from (to) affiliated companies 682.3 (678.1) (4.2)
Other 1.0 (3.0) (2.0)
--------- -------- ------ ------ --------- ---------
Net cash provided by (used in) financing
activities $ 24.2 (77.8) (6.5) (1.4) $ 29.2 (32.3)
--------- -------- ------ ------ --------- ---------
Net increase (decrease) in cash and cash
equivalents (34.4) 1.8 (2.0) (34.6)
Cash and cash equivalents at beginning of period 39.7 (1.5) 6.9 45.1
--------- -------- ------ ------ --------- ---------
Cash and cash equivalents at end of period $ 5.3 $ 0.3 $ 4.9 $ 10.5
========= ======== ====== ====== ========= =========
Page 50
For The Twelve Months
Ended December 31, 1998
Blount Non-
International, Blount, Guarantor Guarantor
Inc. Inc. Subsidiaries Subsidiaries Eliminations Consolidated
-------------- ------- ------------ ------------ ------------ ------------
STATEMENT OF CASH FLOWS
- -----------------------
Net cash provided by (used in) operating
activities $ (0.9) $ 43.9 $ 39.2 $ 9.8 $ (3.1) $ 88.9
------ -------- ------ ------ --------- ---------
Cash flows from investing activities:
Proceeds from sales of property, plant
and equipment 0.1 1.1 0.1 1.3
Purchases of property, plant and equipment (11.0) (6.8) (3.3) (21.1)
Acquisition of businesses (17.4) (17.4)
------ -------- ------ ------ --------- ---------
Net cash used in investing activities (28.3) (5.7) (3.2) (37.2)
------ -------- ------ ------ --------- ---------
Cash flows from financing activities:
Net reduction in short-term borrowings (0.4) (0.4)
Issuance of long-term debt 149.4 149.4
Reduction of long-term debt (136.9) (0.2) (0.4) (137.5)
Decrease in restricted funds 0.5 0.5
Dividends paid (10.5) (3.1) 3.1 (10.5)
Purchase of treasury stock (18.1) (18.1)
Advances from (to) affiliated companies 25.1 8.1 (33.2)
Other 4.4 0.8 5.2
------ -------- ------ ------ --------- ---------
Net cash provided by (used in) financing
activities $ 0.9 21.9 (33.4) (3.9) $ 3.1 (11.4)
------ -------- ------ ------ --------- ---------
Net increase in cash and cash equivalents 37.5 0.1 2.7 40.3
Cash and cash equivalents at beginning of period 2.2 (1.6) 4.2 4.8
------ -------- ------ ------ --------- ---------
Cash and cash equivalents at end of period $ 39.7 $ (1.5) $ 6.9 $ 45.1
====== ======== ====== ====== ========= =========
Page 51
NOTE 11:
OTHER INFORMATION
At December 31, 2000 and 1999, the following balance sheet captions are
comprised of the items specified below:
(Dollar amounts in millions) 2000 1999
- ----------------------------------------------- --------- ---------
Accounts receivable:
Trade accounts $ 148.1 $ 172.9
Other 4.7 3.2
Allowance for doubtful accounts (3.8) (4.2)
- ----------------------------------------------- ------- -------
$ 149.0 $ 171.9
- ----------------------------------------------- ------- -------
Inventories:
Finished goods $ 81.1 $ 67.1
Work in process 27.3 21.3
Raw materials and supplies 42.3 28.6
- ----------------------------------------------- ------- -------
$ 150.7 $ 117.0
- ----------------------------------------------- ------- -------
Property, plant and equipment:
Land $ 13.2 $ 12.6
Buildings and improvements 115.0 107.1
Machinery and equipment 255.8 230.7
Furniture, fixtures and office equipment 26.8 23.4
Transportation equipment 8.5 16.5
Construction in progress 8.8 12.4
Accumulated depreciation (250.7) (230.4)
- ----------------------------------------------- ------- -------
$ 177.4 $ 172.3
- ----------------------------------------------- ------- -------
Other Assets:
Deferred financing costs $ 31.0 $ 35.8
Rabbi trusts (see Note 6) 21.5 22.9
Other 10.3 10.2
- ----------------------------------------------- ------- -------
$ 62.8 $ 68.9
- ----------------------------------------------- ------- -------
Accrued expenses:
Salaries, wages and related withholdings $ 24.2 $ 25.3
Employee benefits 13.8 12.1
Casualty insurance costs 6.9 7.7
Accrued interest 24.9 21.5
Other 21.3 24.4
- ----------------------------------------------- ------- -------
$ 91.1 $ 91.0
- ----------------------------------------------- ------- -------
Other liabilities:
Employee benefits $ 41.3 $ 41.7
Casualty insurance costs 1.2 1.3
Other 0.8 0.4
- ----------------------------------------------- ------- -------
$ 43.3 $ 43.4
- ----------------------------------------------- ------- -------
Page 52
Supplemental cash flow information is as follows:
Twelve Months Ended
December 31,
--------------------------
(Dollar amounts in millions) 2000 1999 1998
- ------------------------------------------------ ------ ------ ------
Interest paid $ 90.8 $ 52.5 $ 20.9
Income taxes paid 6.5 14.0 39.3
Noncash investing and financing activities:
Capital lease obligations incurred 0.2
Fair value of assets acquired 46.1
Cash paid (40.4)
Liabilities assumed and incurred 5.7
- ------------------------------------------------ ------ ------ -------
NOTE 12:
SUBSEQUENT EVENT
On January 31, 2001, the Company amended the terms of its credit facilities
related to $400 million in term loans. The amendment was entered into, in part,
to avoid a possible default under the covenants for the leverage and interest
coverage ratios of the credit facilities. The amendment eases the financial
covenants through March 31, 2001, increases the interest rate on outstanding
amounts under the credit facilities until more favorable financial ratios are
achieved and requires an amendment fee. The agreement also required an infusion
of $20 million in the form of equity capital or mezzanine financing. On March
2, 2001, an affiliate of Lehman Brothers, Inc., the Company's principal
shareholder, invested $20 million in the Company in the form of a mezzanine
security with warrants to acquire 1,000,000 shares of Blount common stock (or
approximately 3% of the Company) that are exercisable immediately at a price of
$0.01 a share. If approved at the Company's annual stockholders meeting in
April, the security can be converted into convertible preferred stock at the
option of the holder.
Page 53
SUPPLEMENTARY DATA
QUARTERLY RESULTS OF OPERATIONS
(unaudited)
The following tables set forth a summary of the unaudited quarterly results of
operations for the twelve-month periods ended December 31, 2000 and 1999.
(Dollar amounts 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
in millions, except Ended Ended Ended Ended
per share data) March 31, 2000 June 30, 2000 September 30, 2000 December 31, 2000 Total
- ----------------- -------------- ------------- ------------------ ----------------- -------
2000
Sales $209.3 $201.3 $219.2 $198.4 $828.2
Gross profit 61.7 63.4 63.8 57.6 246.5
Net income (loss) 1.4 7.0 3.3 (0.8) 10.8
Earnings (loss) per share:
Basic .05 .23 .11 (.03) .35
Diluted .05 .23 .11 (.03) .35
The second quarter of 2000 includes the after-tax gain of $2.9 million ($.09 per
share) from the sale of the Company aircraft.
(Dollar amounts 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
in millions, except Ended Ended Ended Ended
per share data) March 31, 1999 June 30, 1999 September 30, 1999 December 31, 1999 Total
- ----------------- -------------- ------------- ------------------ ----------------- -------
1999
Sales $185.1 $183.2 $219.6 $222.0 $809.9
Gross profit 53.2 51.8 63.5 67.1 235.6
Net income (loss) 8.8 8.9 (42.6) 3.1 (21.8)
Earnings (loss) per share:
Basic .12 .12 (.79) .10 (.37)
Diluted .12 .12 (.79) .10 (.37)
The third and fourth quarter include after-tax merger expense of $53.6 million
($.90 per share) and $0.9 million ($.03 per share).
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Page 54
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
REGISTRANT
See the "Election of Directors," "Executive Officers," and "Filing Disclosure"
sections of the proxy statement for the April 19, 2001, Annual Meeting of
Stockholders of Blount International, Inc., which sections are incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
See the "Executive Compensation," "Compensation of Directors," "Compensation
Committee Interlocks and Insider Participation," and "Employment Contracts,
Termination of Employment and Change in Control Arrangements" sections of the
proxy statement for the April 19, 2001, Annual Meeting of Stockholders of Blount
International, Inc., which sections are incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See the "Principal Stockholders" section of the proxy statement for the April
19, 2001, Annual Meeting of Stockholders of Blount International, Inc., which
section is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See the "Certain Transactions and Other Matters" section of the proxy statement
for the April 19, 2001, Annual Meeting of Stockholders of Blount International,
Inc., which section is incorporated herein by reference.
Page 55
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Page
Reference
---------
(a) Certain documents filed as part of Form 10-K
(1) Financial Statements and Supplementary Data
Report of Independent Accountants 21
Consolidated Statements of Income for the years
ended December 31, 2000, 1999 and 1998 23
Consolidated Balance Sheets as of
December 31, 2000 and 1999 24
Consolidated Statements of Cash Flows for the years
ended December 31, 2000, 1999 and 1998 25
Consolidated Statements of Changes in Stockholders' Equity
(Deficit) for the years ended December 31, 2000, 1999 and 1998 26
Notes to Consolidated Financial Statements 27 - 53
Supplementary Data 54
(2) Financial Statement Schedules
Schedule II - Valuation and qualifying accounts
for the years ended December 31, 2000, 1999 and 1998 61
All other schedules have been omitted because they are not required or
because the information is presented in the Notes to Consolidated Financial
Statements.
(b) Reports on Form 8-K in the Fourth Quarter
None.
(c) Exhibits required by Item 601 of Regulation S-K:
* 2(a) Plan and Agreement of Merger among Blount International, Inc.,
HBC Transaction Subsidiary, Inc. and Blount, Inc., dated August 17, 1995 filed
as part of Registration Statement on Form S-4 (Reg. No. 33-63141) of Blount
International, Inc., including amendments and exhibits, which became effective
on October 4, 1995 (Commission File No. 33-63141).
* 2(b) Stock Purchase Agreement, dated November 4, 1997, by and among
Blount, Inc., Hoffman Enclosures, Inc., Pentair, Inc. and Federal-Hoffman, Inc.
which was filed as Exhibit No. 2 to the Form 8-K filed by Blount International,
Inc. on November 19, 1997 (Commission File No. 001-11549).
Page 56
* 2(c) Agreement and Plan of Merger and Recapitalization, dated as of
April 18, 1999, between Blount International, Inc. and Red Dog Acquisition,
Corp. (included as Appendix A to the Proxy Statement-Prospectus which forms a
part of the Registration Statement) previously filed on July 15, 1999, by Blount
International, Inc.(Reg. No. 333-82973).
* 3(c) Post-Merger Restated Certificate of Incorporation of Blount
International, Inc. (included as Exhibit A to the Agreement and Plan of Merger
and Recapitalization which is Exhibit 2.1) filed as part of the Proxy Statement-
Prospectus which forms a part of the Registration Statement on Form S-4 (Reg.
No. 333-82973) previously filed on July 15, 1999, by Blount International, Inc.
* 3(d) Post-Merger Bylaws of Blount International, Inc. (included as
Exhibit B to the Agreement and Plan of Merger and Recapitalization which is
Exhibit 2.1) filed as part of the Proxy Statement-Prospectus which forms a part
of the Registration Statement on Form S-4 (Reg. No. 333-82973).
* 4(a) Registration Rights and Stock Transfer Restriction agreement
filed as part of Registration Statement on Form S-4 (Reg. No. 33-63141) of
Blount International, Inc., including amendments and exhibits, which became
effective on October 4, 1995 (Commission File No. 33-63141).
* 4(b) Registration Statement on Form S-3 (Reg. Nos. 333-42481 and
333-42481-01), with respect to the 7% $150 million Senior Notes due 2005 of
Blount, Inc. which are guaranteed by Blount International, Inc., including
amendments and exhibits, which became effective on June 17, 1998.
* 4(c) Form of stock certificate of New Blount common stock filed as
part of the Proxy Statement-Prospectus which forms a part of the previously
filed on July 15, 1999, by Blount International, Inc. Registration Statement on
Form S-4 (Reg. No. 333-82973).
* 4(d) $500,000,000 Credit Agreement dated as of August 19, 1999
among Blount International, Inc., Blount, Inc., as Borrower, and the Several
Lenders from time to time Parties Hereto which was filed as Exhibit 4 to the
report on Form 10-Q for the third quarter ended September 30, 1999.
* 4(e) Indenture between Blount, Inc., as Issuer, Blount
International, Inc., BI Holdings Corp., Benjamin F. Shaw Company, BI, L.L.C.,
Blount Development Corp., Omark Properties, Inc., 4520 Corp., Inc., Gear
Products, Inc., Dixon Industries, Inc., Frederick Manufacturing Corporation,
Federal Cartridge Company, Simmons Outdoor Corporation, Mocenplaza Development
Corp., and CTR Manufacturing, Inc., as Guarantors, and United States Trust
Company of New York, dated as of August 19, 1999, (including exhibits) which was
filed as Exhibit 4.1 to the report on Form 10-Q for the third quarter ended
September 30, 1999.
* 4(f) Registration Right Agreement by and among Blount, Inc., Blount
International, Inc., BI Holdings Corp., Benjamin F. Shaw Company, BI, L.L.C.,
Blount Development Corp., Omark Properties, Inc., Gear Products, Inc., Dixon
Industries, Inc., Frederick Manufacturing Corporation, Federal Cartridge
Company, Simmons Outdoor Corporation, Mocenplaza Development Corp., CTR
Manufacturing, Inc., and Lehman Brothers, Inc., dated as of August 19, 1999,
which was filed as Exhibit 4.2 to the report on Form 10-Q for the third quarter
ended September 30, 1999.
* 4(g) Registration Statement on Form S-4 (Reg. No. 333-92481) with
respect to the 13% $325 million Senior Subordinated Notes of Blount, Inc.
guaranteed by Blount International, Inc., including amendments and exhibits,
which became effective on January 19, 2000.
Page 57
* 4(h) Amendment to $500,000,000 Credit Agreement dated as of January
31, 2001 as filed on Form 8-K on February 8, 2001.
* 4(i) Purchase Agreement between Blount International, Inc. and an
affiliate of Lehman Brothers Merchant Banking Partners II, L.P. for sale of
$20,000,000 of a convertible preferred equivalent security, together with
warrants for common stock, as filed on Form 8-K on March 13, 2001.
* 9(a) Stockholder Agreement, dated as of April 18, 1999, between Red
Dog Acquisition, Corp., a Delaware corporation and a wholly-owned subsidiary of
Lehman Brothers Merchant Banking Partners II L.P., a Delaware limited
partnership, and The Blount Holding Company, L.P., a Delaware limited
partnership which was filed as Exhibit 9 to the Form 8-K/A filed April 20, 1999.
*10(a) Form of Indemnification Agreement between Blount
International, Inc. and The Blount Holding Company, L.P. filed as part of
Registration Statement on Form S-4 (Reg. No. 33-63141) of Blount International,
Inc., including amendments and exhibits, which became effective on October 4,
1995 (Commission File No. 33-63141).
*10(b) Supplemental Retirement and Disability Plan of Blount, Inc.
which was filed as Exhibit 10(e) to the Annual Report of Blount, Inc. on Form
10-K for the fiscal year ended February 29, 1992 (Commission File No. 1-7002).
*10(c) Written description of the Management Incentive Plan of
Blount, Inc. which was included within the Proxy Statement of Blount, Inc. for
the Annual Meeting of Stockholders held June 27, 1994 (Commission File No. 1-
7002).
*10(d) Supplemental Retirement Savings Plan of Blount, Inc. which was
filed as Exhibit 10(i) to the Annual Report of Blount, Inc. on Form 10-K for the
fiscal year ended February 29, 1992 (Commission File No. 1-7002).
*10(e) Supplemental Executive Retirement Plan between Blount, Inc.
and John M. Panettiere which was filed as Exhibit 10(t) to the Annual Report of
Blount, Inc. on Form 10-K for the fiscal year ended February 28, 1993
(Commission File No. 1-7002).
*10(f) Executive Management Target Incentive Plan of Blount, Inc.
which was filed as Exhibit B to the Proxy Statement of Blount, Inc. for the
Annual Meeting of Stockholders held June 27, 1994 (Commission File No. 1-7002).
*10(g) Supplemental Executive Retirement Plan between Blount, Inc.
and Donald B. Zorn which was filed as Exhibit 10(v) to the Annual Report of
Blount, Inc. on Form 10-K for the fiscal year ended February 28, 1995
(Commission File No. 1-7002).
*10(h) Blount, Inc. Executive Benefit Plans Trust Agreement and
Amendment to and Assumption of Blount, Inc. Executive Benefit Plans Trust which
were filed as Exhibits 10(x)(i) and 10(x)(ii) to the Annual Report of Blount
International, Inc. on Form 10-K for the fiscal year ended February 29, 1996
(Commission File No. 001-11549).
*10(i) Blount, Inc. Benefits Protection Trust Agreement and Amendment
To and Assumption of Blount, Inc. Benefits Protection Trust which were filed as
Exhibits 10(y)(i) and 10(y)(ii) to the Annual Report of Blount International,
Inc. on Form 10-K for the fiscal year ended February 29, 1996 (Commission File
No. 001-11549).
Page 58
*10(j) 1998 Blount Long-Term Executive Stock Option Plan of Blount
International, Inc. filed as part of Registration Statement on Form S-8 (Reg.
No. 333-56701), including exhibits, which became effective on June 12, 1998.
*10(k) Supplemental Executive Retirement Plan between Blount, Inc.
and Gerald W. Bersett which was filed as Exhibit 10(z) to the Annual Report of
Blount International, Inc. on Form 10-K for the year ended December 31, 1998
(Commission File No. 001-11549).
*10(l) The Blount Deferred Compensation Plan which was filed as
Exhibit 10(cc) to the Annual Report of Blount International, Inc. on Form 10-K
for the year ended December 31, 1998 (Commission File No. 001-11549).
*10(m) Employment Agreement, dated as of April 18, 1999, between
Blount International, Inc. and John M. Panettiere filed as part of Registration
Statement on Form S-4 (Reg. No.333-92481) of Blount International, Inc.,
including amendments and exhibits, which became effective January 19, 2000.
*10(n) Employment Agreement, dated as of April 18, 1999, between
Blount International, Inc. and Donald B. Zorn filed as part of Registration
Statement on Form S-4 (Reg. No.333-92481) of Blount International, Inc.,
including amendments and exhibits, which became effective January 19, 2000.
*10(o) Employment Agreement, dated as of April 18, 1999, between
Blount International, Inc. and Gerald W. Bersett filed as part of Registration
Statement on Form S-4 (Reg. No.333-92481) of Blount International, Inc.,
including amendments and exhibits, which became effective January 19, 2000.
*10(p) Employment Agreement, dated as of April 18, 1999, between
Blount International, Inc. and James S. Osterman filed as part of Registration
Statement on Form S-4 (Reg. No.333-92481) of Blount International, Inc.,
including amendments and exhibits, which became effective January 19, 2000.
*10(q) Employment Agreement, dated as of April 18, 1999, between
Blount International, Inc. and Richard H. Irving filed as part of Registration
Statement on Form S-4 (Reg. No.333-92481) of Blount International, Inc.,
including amendments and exhibits, which became effective January 19, 2000.
*10(r) Employment Agreement, dated as of April 18, 1999, between
Blount International, Inc. and Harold E. Layman filed as part of Registration
Statement on Form S-4 (Reg. No.333-92481) of Blount International, Inc.,
including amendments and exhibits, which became effective January 19, 2000.
*10(s) Employee Stockholder Agreement dated as of August 19, 1999,
among Blount International, Inc., Lehman Brothers Merchant Banking Partners II
L.P. and Certain Employee Stockholders.
*10(t) Amendment to Harold E. Layman Employment Agreement dated
February 3, 2000, as filed as Exhibit 10(t) to the Report on Form 10-Q for the
second quarter ended June 30, 2000.
21. A list of the significant subsidiaries of Blount International, Inc.
included herein on page 62.
23. Consent of Independent Accountants included herein on page 63.
* Incorporated by reference.
Page 59
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/ Rodney W. Blankenship
Rodney W. Blankenship
Senior Vice President
and Chief Financial Officer
Dated: March 19, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
is signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Dated: March 19, 2001
/s/ John M. Panettiere /s/ Alan L. Magdovitz
John M. Panettiere Alan L. Magdovitz
Chairman of the Board and Director
Chief Executive Officer and Director
/s/ Eliot M. Fried
/s/ Harold E. Layman Eliot M. Fried
Harold E. Layman Director
President and Chief Operating Officer
and Director /s/ E. Daniel James
E. Daniel James
/s/ Calvin E. Jenness Director
Calvin E. Jenness
Vice President and Controller
(Chief Accounting Officer)
Page 60
BLOUNT INTERNATIONAL, INC. AND SUBSIDIARIES
SCHEDULE II
CONSOLIDATED SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
(Dollar amounts in millions)
- ----------------------------
Column A Column B Column C Column D Column E
------------ ------------ ------------ ------------ ------------
Additions
------------
Balance at Charged to Balance at
Beginning of Cost and End of
Description Period Expenses Deductions Period
--------------- ------------ ---------- ------------ ----------
Year ended
December 31, 1998
- -------------------
Allowance for doubtful
accounts receivable $ 3.7 $ 0.9 $ 0.7 (1) $ 3.9
======= ======= ======= =======
Year ended
December 31, 1999
- -------------------
Allowance for doubtful
accounts receivable $ 3.9 $ 1.5 $ 1.2 (1) $ 4.2
======= ======= ======= =======
Year ended
December 31, 2000
- -----------------
Allowance for doubtful
accounts receivable $ 4.2 $ 0.8 $ 1.2 $ 3.8
======= ======= ======= =======
(1) Principally amounts written-off less recoveries of amounts previously written-off.
Page 61
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
At December 31, 2000, consolidated, directly or indirectly, wholly-owned
subsidiaries of Blount International, Inc. were as follows:
NAME OF PLACE OF
SUBSIDIARY INCORPORATION
- ---------- -------------
Blount, Inc. Delaware
Blount Holdings, Ltd. Canada
Blount Canada, Ltd. Canada
Federal Cartridge Company Minnesota
Dixon Industries, Inc. Kansas
Gear Products, Inc. Oklahoma
Simmons Outdoor Corporation Delaware
Frederick Manufacturing Corporation Delaware
The names of particular subsidiaries have been omitted because when considered
in the aggregate or as a single subsidiary they would not constitute a
"Significant Subsidiary" as of December 31, 2000.
Page 62
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Blount International, Inc. on Form S-4 (File No. 333-92481) of our report dated
January 26, 2001, on our audits of the consolidated financial statements and
financial statement schedules of Blount International, Inc. and subsidiaries as
of December 31, 2000 and 1999, and for the three years ended December 31, 2000,
which report is included in this Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Atlanta, Georgia
January 26, 2001
Page 63