<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
JUNE 30, 1996.
--------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
- --- ______________ TO ______________
Commission File No. 0-1093
KAMAN CORPORATION
(Exact Name of Registrant)
Connecticut 06-0613548
(State of Incorporation) (I.R.S. Employer Identification No.)
Blue Hills Avenue
Bloomfield, Connecticut 06002
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (860)243-7100
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
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of July 31, 1996:
Class A Common 17,968,009
Class B Common 667,814
Page 1 of 12 Pages
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<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets
(In thousands)
<TABLE>
June 30, December 31,
Assets 1996 1995
------ ---------------- -----------------
<S> <C> <C> <C> <C>
Current assets:
Cash $ 4,278 $ 4,078
Accounts receivable (net of allowance
for doubtful accounts of $2,572 in
1996, $2,289 in 1995) 198,174 177,878
Inventories:
Raw materials $ 9,266 $ 8,761
Work-in-process 68,846 53,696
Finished goods 16,222 22,870
Merchandise for resale 112,189 206,523 107,407 192,734
-------- --------
Other current assets 28,619 30,174
-------- --------
Total current assets 437,594 404,864
Property, plant and equipment, at cost 190,841 189,317
Less accumulated depreciation and
amortization 111,012 106,263
-------- --------
Net property, plant and equipment 79,829 83,054
Other assets 11,997 12,151
-------- --------
$529,420 $500,069
======== ========
Liabilities and Shareholders' Equity
------------------------------------
<S> <C> <C> <C> <C>
Current liabilities:
Notes payable $ 57,779 $ 63,498
Accounts payable 75,027 61,729
Accrued liabilities 40,719 38,151
Other current liabilities 36,131 42,895
-------- --------
Total current liabilities 209,656 206,273
Deferred credits 13,628 13,127
Long-term debt, excluding current
portion 86,107 66,386
Shareholders' equity:
Series 2 preferred stock $ 57,167 $ 57,167
Other shareholders' equity 162,862 220,029 157,116 214,283
-------- -------- -------- --------
$529,420 $500,069
======== ========
</TABLE> - 2 -
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Condensed Consolidated Statements of Earnings
(In thousands except per share amounts)
<TABLE>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
-------------------- ------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $246,525 $221,938 $486,558 $431,954
Costs and expenses:
Cost of sales 185,716 165,230 363,180 317,396
Selling, general and
administrative expense 48,532 46,696 99,545 93,221
Interest expense 2,377 2,250 4,806 4,084
Other expense 134 (45) 289 240
-------- -------- -------- --------
236,759 214,131 467,820 414,941
-------- -------- -------- --------
Earnings before income taxes 9,766 7,807 18,738 17,013
Income taxes 4,354 3,144 8,124 6,800
-------- -------- -------- --------
Net earnings $ 5,412 $ 4,663 $ 10,614 $ 10,213
======== ======== ======== ========
Preferred stock dividend
requirement $ (929) $ (929) $ (1,858) $ (1,858)
======== ======== ======== ========
Earnings applicable to
common stock $ 4,483 $ 3,734 $ 8,756 $ 8,355
======== ======== ======== ========
Net earnings per common share:
Primary $ .24 $ .20 $ .47 $ .45
Fully diluted $ .23 $ .20 $ .45 $ .44
======== ======== ======== ========
Dividends declared per share:
Series 2 preferred stock $ 3.25 $ 3.25 $ 6.50 $ 6.50
Common stock $ .11 $ .11 $ .22 $ .22
======== ======== ======== ========
</TABLE>
- 3 -
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Condensed Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
For the Six Months
Ended June 30,
-------------------
1996 1995
------ ------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $10,614 $10,213
Depreciation and amortization 5,990 5,627
Gain on sale of assets (295) (1,773)
Changes in current assets and liabilities (23,428) (34,667)
Other, net 652 789
-------- --------
Cash provided by (used in) operating
activities (6,467) (19,811)
-------- --------
Cash flows from investing activities:
Proceeds from sale of assets 1,758 3,810
Expenditures for property, plant &
equipment (3,992) (5,367)
Other, net (240) (122)
-------- --------
Cash provided by (used in) investing
activities (2,474) (1,679)
-------- --------
Cash flows from financing activities:
Additions(reductions) to notes payable (5,719) 1,250
Additions to long-term debt 20,000 25,000
Dividends paid (5,946) (5,885)
Other, net 806 518
-------- --------
Cash provided by (used in) financing
activities 9,141 20,883
-------- --------
Net increase(decrease) in cash 200 (607)
Cash at beginning of period 4,078 3,711
-------- --------
Cash at end of period $ 4,278 $ 3,104
======== ========
</TABLE>
- 4 -
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Notes to Condensed Consolidated Financial Statements
(In Thousands)
Basis of Presentation
- ----------------------
The December 31, 1995 condensed consolidated balance sheet amounts
have been derived from the previously audited consolidated balance sheet
of Kaman Corporation and subsidiaries.
The balance of the condensed financial information reflects all
adjustments which are, in the opinion of management, necessary for a
fair presentation of the financial position, results of operations and
cash flows for the interim periods presented and are of a normal
recurring nature unless otherwise disclosed in this report.
The statements should be read in conjunction with the notes to the
consolidated financial statements included in Kaman Corporation's 1995
Annual Report.
Cash Flow Items
- ---------------
Cash payments for interest were $4,582 and $3,866 for the six months
ended June 30, 1996 and 1995, respectively. Cash payments for income
taxes for the six months ended June 30, 1996 and 1995 were $6,675 and
$1,743, respectively.
- 5 -
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
- ---------------------
Consolidated revenues for the three month and six month periods ended
June 30, 1996 were up 11% and 13% respectively, compared to the same periods
of 1995. These results reflect increased revenues in both the Distribution
and Diversified Technologies segments.
Distribution segment revenues increased approximately 8% for the quarter and
six months ended June 30, 1996 compared to the same periods of 1995.
Revenue increases in both the industrial distribution (which constitutes 75%
of the segment's revenues) and music distribution businesses contributed to
these results.
For the quarter and six months ended June 30, 1996, Industrial Distribution
sales have continued to increase at a stronger rate than that of industrial
production generally. Results are due in part to the company's efforts to
expand partnering relationships with suppliers, address the needs of
customers who want to consolidate their vendor base, and provide value-added
services in areas such as electrical and electronic systems, materials
handling, and precision positioning systems. The company currently plans to
open several new branch operations during the year in the south and midwest
regions of the United States to service new customers and develop additional
business. These are geographical regions where the company has not
traditionally had a strong presence. In addition, the company is
increasingly being given the opportunity to perform an "integrated supply"
function for its larger customers, which includes management of the
customer's parts inventories and associated personnel as well as selection
of suppliers for the facility. Management believes that these initiatives,
in combination with enhanced operating efficiencies attained during the past
few years, have resulted in increased market share for this business.
Music Distribution sales increased 20% and 14% for the three month and six
month periods, compared to the same periods of 1995. These results reflect
positive foreign and domestic economic conditions and demand for its
products.
Diversified Technologies segment revenues increased approximately 16% for
the quarter and 22% for the six months ended June 30, 1996 compared to the
same periods of 1995. The increases are primarily attributable to sales of
the K-MAX (Registered Trademark) helicopter, SH-2G retrofit work in
connection with the Republic of Egypt's acquisition of ten (10) SH-2G
helicopters from the U.S. Navy, and to some extent, increases in scientific
services.
- 6 -
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
Within the Diversified Technologies segment, management continues
initiatives to adapt the corporation's businesses to conditions in defense
and commercial aircraft markets. With respect to its SH-2 helicopter,
management is pursuing the potential for use of this aircraft by foreign
military services. In 1995, the corporation began work pursuant to a letter
agreement between the Republic of Egypt and the U.S. Navy for the
acquisition of ten (10) SH-2G helicopters. This work, which could have a
value of up to $160 million over a three-year period, involves the retrofit
of SH-2F helicopters already manufactured for the U.S. Navy into the SH-2G
configuration. The contract between the corporation and the U.S. Navy for
this work is not yet finalized, however, the corporation has received a
contract to provide long lead materials and services in support of the sale
in the amount of $56 million. Deliveries are scheduled to begin in the
fourth quarter of 1997. The corporation is also seeking other opportunities
for foreign sales and has established an office in Australia to coordinate
work on competitions in New Zealand, Australia, and Malaysia. Regarding New
Zealand's procurement of four (4) to six (6) aircraft, the corporation was
the only U.S. company among the two competitors that were invited to enter
the Best and Final Offer process, and the corporation's offer has been
submitted. The corporation was notified in July by the New Zealand
government that there will be a postponement of its award announcement until
the November 1996 time frame, after general elections are held in that
country. In the U.S., while the corporation is not manufacturing further
aircraft for the U.S. Navy, sixteen aircraft are currently in the Naval
Reserves and the corporation expects to provide logistics and spare parts
support for these aircraft.
As to its advanced technology defense programs, management continues to
believe that it is well positioned to compete in the current defense
environment where emphasis is being placed upon advanced technology "smart
weapons" programs. The corporation has significant experience and expertise
with advanced technology programs, having performed a multitude of
government contracts over the years. These contracts have involved products
and systems, as well as services such as computer software development,
intelligence analysis, and research and development. The corporation
continues to be successful in maintaining revenues from this type of
business, however, competition for these contracts has increased.
The corporation also performs aerospace subcontracting work for several
airframe manufacturing programs. This business had been adversely affected
by weakness in the domestic aircraft industry for some time, however there
has recently been some evidence of renewed health in the industry, with the
roll out of the new Boeing 777 and the government's announcement regarding
longer term production of the McDonnell Douglas C-17 being good examples.
- 7 -
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
The K-MAX program is now in its second year of commercial operation. K-MAX
is a medium to heavy lift "aerial truck" with operating characteristics that
distinguish it from other helicopters for use in logging, fire fighting,
reforestation, utility power line work, and other applications. The
aircraft is now certified in the United States, Canada, Japan, and
Switzerland. The special lease program for the first five (5) helicopters
has been substantially completed. The corporation continues to lease a few
of the aircraft, generally with initial customers. Otherwise, the aircraft
is being sold in the United States and abroad. Production of six (6)
aircraft is scheduled for 1996. Management continues to take a conservative
approach to market introduction of this aircraft and expects that sales and
profitability will take some time to achieve. Management also believes that
a conservative approach is prudent since the market has been affected by a
number of military surplus aircraft that have been (and may be in the
future)released to the public at lower cost than new aircraft.
In April 1996 the Military Sealift Command ("MSC"), U.S. Navy, awarded the
corporation a contract to provide an extended demonstration of the K-MAX
helicopter's vertical replenishment ("VERTREP") capability. That
demonstration began in May, with two (2) K-MAX helicopters scheduled to
support MSC airborne cargo movement for a period of seven (7) months. The
value of the contract is estimated at $5.7 million. The demonstration is
being conducted under a charter/lease arrangement whereby the corporation
provides the aircraft, crew, and all maintenance and logistics support.
This is the second MSC award that the corporation has received for this type
of work; the first award was for a two-month VERTREP demonstration in the
third quarter of 1995. Management believes that the federal government's
continuing evaluation of the charter/lease concept for K-MAX in a non-combat
role represents another significant step forward in the process of defense
acquisition reform.
Total operating income for the segments increased approximately 19% and 13%
for the three month and six month periods ended June 30, 1996 compared to
the same periods of 1995. Operating profits for the Diversified
Technologies segment increased some 13% and 11% for the quarter and six
month periods, from the same periods last year. Results for the first
quarter of 1995 included a gain on the sale of land in this segment. If the
gain is disregarded, operating profits for the first six months of 1996
increased 23%, due primarily to two aerospace subcontract programs that are
in the final stages of completion and work on the SH-2G sale for Egypt.
Operating profits for the Distribution segment were up about 27% and 16%
respectively for the three month and six month periods ended June 30, 1996,
compared to the same periods last year, due to relatively healthy domestic
and foreign markets. Work continues in the Music business to address
manufacturing costs for its European activities.
- 8 -
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
Interest expense for the first half of 1996 increased almost 18% compared to
the same period of 1995, due to increases in average borrowings and higher
interest rates.
The consolidated effective income tax rate for the first six months of 1996
was 43.4%. For the same period of 1995, the rate was 40.0%.
Net earnings for the quarter ended June 30, 1996 were $5.4 million, compared
to $4.7 million for the same period of 1995. After giving effect to
preferred stock dividend requirements, earnings available to common
shareholders were $4.5 million for the second quarter of 1996 compared to
$3.7 million for the same period of 1995.
Net earnings for the six months ended June 30, 1996 were $10.6 million,
compared to $10.2 million for the same period of 1995. After giving effect
to preferred stock dividend requirements, earnings available to common
shareholders were $8.8 million for the six-month period of 1996 compared to
$8.4 million for the same period of 1995. Results for 1995 included a gain
of approximately $1.8 million on the sale of real estate within the
Diversified Technologies segment. Adjusted to exclude this one-time gain,
net earnings for the first six months of 1996 were up approximately 16% over
1995.
Liquidity and Capital Resources
- -------------------------------
The corporation's cash flow from operations has generally been sufficient to
finance a significant portion of its working capital and other capital
requirements. In recent periods, the corporation has financed somewhat more
of its requirements from bank borrowings.
For general borrowing purposes, the corporation maintains a revolving credit
agreement involving twelve domestic and foreign banks. This facility was
established in January 1996 and provides a maximum unsecured line of credit
of $250 million. It replaces two previous revolving credit arrangements and
involves many of the same lenders that participated in those arrangements.
The agreement has a term of five years and contains various covenants,
including debt to capitalization, consolidated net worth requirements, and
limitations on other loan indebtedness that the corporation may incur.
As of June 30, 1996, the corporation's aggregate borrowings were $107.1
million, most of which was borrowed under the revolving credit facility.
Average borrowings were $119.0 million for the first six months of 1996,
compared to $86.0 million for the same period last year.
- 9 -
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
The corporation has a stock repurchase program under which it may repurchase
slightly more than 700,000 Class A shares. As of June 30, 1996, a total of
188,000 Class A shares had been repurchased under the program. The primary
purpose of the stock repurchase program is to meet the needs of the
Employees Stock Purchase Plan and Stock Incentive Plan.
Management believes that the corporation's cash flow from operations and
available unused bank lines of credit under its revolving credit agreement
will be sufficient to finance its working capital and other capital
requirements for the foreseeable future. These requirements may include
working capital requirements for potential foreign sales of the SH-2
helicopter.
Forward Looking Statements
- --------------------------
This report includes forward-looking statements that describe the
corporation's business prospects. Readers should keep in mind factors that
could have an adverse impact on those prospects. These include political,
economic, or other conditions, such as recessionary or expansive trends,
inflation rates, currency exchange rates, taxes and regulations and laws
affecting the business; and standard government contract provisions
permitting termination for the convenience of the government; as well as
product competition, pricing, the degree of acceptance of new products to
the marketplace, and the difficulty of forecasting sales at various times in
various markets.
- 10 -
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits to Form 10-Q:
(11) Earnings per common share computation
(27) Financial Data Schedule
(b) Reports on Form 8-K:
There have been no reports on Form 8-K filed
during the quarter ended June 30, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
KAMAN CORPORATION
Registrant
Date: August 12, 1996 By Charles H. Kaman
President and
Chief Executive Officer
(Duly Authorized Officer)
Date: August 12, 1996 By Robert M. Garneau
Executive Vice President and
Chief Financial Officer
- 11 -
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
Index to Exhibits
Exhibit 11 Earnings Per Share Common
Computation Attached
Exhibit 27 Financial Data Schedule Attached
- 12 -
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
EXHIBIT 11 - EARNINGS PER COMMON SHARE COMPUTATION
(In thousands except per share amounts)
<TABLE>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
-------------------- ------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Primary:
Net earnings applicable to
common stock $ 4,483 $ 3,734 $ 8,756 $ 8,355
======== ======== ======== ========
Weighted average number
of common shares outstanding 18,584 18,306 18,541 18,266
Weighted average shares
issuable on exercise of
dilutive stock options 141 210 127 192
-------- -------- -------- --------
Total 18,725 18,516 18,668 18,458
======== ======== ======== ========
Net earnings per common share
- primary $ .24 $ .20 $ .47 $ .45
======== ======== ======== ========
Fully diluted:
Net earnings applicable to
common stock $ 4,483 $ 3,734 $ 8,756 $ 8,355
Elimination of interest expense
on 6% subordinated convertible
debentures(net after taxes) 282 297 570 597
Elimination of preferred stock
dividend requirement 929 929 1,858 1,858
-------- -------- -------- --------
Net earnings (as adjusted) $ 5,694 $ 4,960 $ 11,184 $ 10,810
======== ======== ======== ========
Weighted avg. no. of shares out-
standing including shares
issuable on exercise of
stock options 18,725 18,516 18,668 18,458
Shares issuable on conversion of
6% subordinated convertible
debentures 1,421 1,421 1,421 1,421
Shares issuable on conversion of
Series 2 preferred stock 4,551 4,551 4,551 4,551
Additional shares using ending
market price instead of average
market on treasury method use
of stock option proceeds - 28 8 14
-------- -------- -------- --------
Total 24,697 24,516 24,648 24,444
======== ======== ======== ========
Net earnings per common share
- fully diluted $ .23 $ .20 $ .45 $ .44
======== ======== ======== ========
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted
from the corporation's quarterly report to shareholders and
is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 4,278
<SECURITIES> 0
<RECEIVABLES> 200,746
<ALLOWANCES> (2,572)
<INVENTORY> 206,523
<CURRENT-ASSETS> 437,594
<PP&E> 190,841
<DEPRECIATION> (111,012)
<TOTAL-ASSETS> 529,420
<CURRENT-LIABILITIES> 209,656
<BONDS> 86,107
0
57,167
<COMMON> 18,627
<OTHER-SE> 144,235
<TOTAL-LIABILITY-AND-EQUITY> 529,420
<SALES> 485,656
<TOTAL-REVENUES> 486,558
<CGS> 363,180
<TOTAL-COSTS> 462,725
<OTHER-EXPENSES> 289
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,806
<INCOME-PRETAX> 18,738
<INCOME-TAX> 8,124
<INCOME-CONTINUING> 10,614
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,614
<EPS-PRIMARY> .47
<EPS-DILUTED> .45
</TABLE>
