<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
SEPTEMBER 30, 1997.
--------------
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 October 31, 1997:
Class A Common 18,345,126
Class B Common 667,814
Page 1 of 17 Pages
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets
(In thousands)
<TABLE>
September 30, December 31,
Assets 1997 1996
------ ---------------- -----------------
<S> <C> <C> <C> <C>
Current assets:
Cash $ 10,040 $ 5,445
Accounts receivable (net of allowance
for doubtful accounts of $3,752 in
1997, $2,574 in 1996) 229,736 185,516
Inventories:
Raw materials $ 6,166 $ 9,278
Work-in-process 74,606 75,056
Finished goods 11,582 19,008
Merchandise for resale 104,870 197,224 110,126 213,468
-------- --------
Other current assets 30,777 29,702
-------- --------
Total current assets 467,777 434,131
Property, plant and equipment, at cost 190,502 191,323
Less accumulated depreciation and
amortization 117,089 114,930
-------- --------
Net property, plant and equipment 73,413 76,393
Other assets 10,760 11,212
-------- --------
$551,950 $521,736
======== ========
Liabilities and Shareholders' Equity
------------------------------------
<S> <C> <C> <C> <C>
Current liabilities:
Notes payable $ 14,920 $ 63,002
Accounts payable 60,630 61,334
Accrued liabilities 40,267 41,087
Customer advances 101,789 -
Other current liabilities 27,228 30,215
------- --------
Total current liabilities 244,834 195,638
Deferred credits 16,147 14,028
Long-term debt, excluding current
portion 59,690 83,940
Shareholders' equity:
Series 2 preferred stock $ 57,140 $ 57,167
Other shareholders' equity 174,139 231,279 170,963 228,130
-------- -------- -------- --------
$551,950 $521,736
======== ========
</TABLE>
- 2 -
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Condensed Consolidated Statements of Operations
(In thousands except per share amounts)
<TABLE>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
-------------------- ------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $269,974 $227,994 $772,376 $714,552
Costs and expenses:
Cost of sales 206,277 170,361 583,791 533,541
Selling, general and
administrative expense 50,230 45,103 154,938 144,648
Loss on sale of
amplifier business - - 10,400 -
Interest expense 1,423 2,472 6,516 7,278
Other expense (income), net 196 173 69 462
-------- -------- -------- --------
258,126 218,109 755,714 685,929
-------- -------- -------- --------
Earnings before income taxes 11,848 9,885 16,662 28,623
Income taxes 4,751 4,051 7,262 12,175
-------- -------- -------- --------
Net earnings $ 7,097 $ 5,834 $ 9,400 $ 16,448
======== ======== ======== ========
Preferred stock dividend
requirement $ (929) $ (929) $ (2,787) $ (2,787)
======== ======== ======== ========
Earnings applicable to
common stock $ 6,168 $ 4,905 $ 6,613 $ 13,661
======== ======== ======== ========
Net earnings per common share:
Primary $ .32 $ .26 $ .35 $ .73
Fully diluted $ .29 $ .25 $ .35 $ .70
======== ======== ======== ========
Dividends declared per share:
Series 2 preferred stock $ 3.25 $ 3.25 $ 9.75 $ 9.75
Common stock $ .11 $ .11 $ .33 $ .33
======== ======== ======== ========
</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 Nine Months
Ended September 30,
-------------------
1997 1996
------ ------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 9,400 $ 16,448
Depreciation and amortization 8,999 9,044
Gain on sale of assets (502) (264)
Loss on sale of amplifier business 10,400 -
Changes in current assets and liabilities (43,451) (45,148)
Customer advances 101,789 -
Other, net 2,594 956
--------- ---------
Cash provided by (used in) operating
activities 89,229 (18,964)
--------- ---------
Cash flows from investing activities:
Proceeds from sale of assets 3,677 1,789
Expenditures for property, plant &
equipment (8,764) (5,156)
Other, net (254) (366)
--------- ---------
Cash provided by (used in) investing
activities (5,341) (3,733)
--------- ---------
Cash flows from financing activities:
Additions(reductions) to notes payable (48,082) 11,799
Additions to long-term debt - 20,000
Reductions to long-term debt (24,250) -
Dividends paid (9,030) (8,929)
Other, net 2,069 1,017
--------- ---------
Cash provided by (used in) financing
activities (79,293) 23,887
--------- ---------
Net increase in cash 4,595 1,190
Cash at beginning of period 5,445 4,078
--------- ---------
Cash at end of period $ 10,040 $ 5,268
========= =========
</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, 1996 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
1996 Annual Report.
Customer Advances
- -----------------
The corporation has received two advance payments from the
Commonwealth of Australia in connection with the purchase of eleven
(11) SH-2G helicopters. The first payment of $49,500 was received
on June 30 and the second payment of $49,500 was received on July
14, 1997. The corporation also received an advance payment from
the Government of New Zealand in the amount of $5,200 on August 29,
1997 in connection with the purchase of four (4) SH-2G helicopters.
In accordance with contract requirements, the corporation fully
secured these payments, upon their receipt, through the issuance of
an irrevocable letter of credit. It is anticipated that the letter
of credit amount will be reduced as various contract milestones are
achieved. As of September 30, 1997, the outstanding balance of
these letters of credit was $104,200. Substantially all of the
advance payments were applied to pay down bank debt.
Revolving Credit Agreement
- --------------------------
The Corporation's revolving credit agreement dated January 29,
1996, was amended and restated as of July 3, 1997, in order to
address the corporation's requirement for issuance of letters of
credit to secure advance payments by foreign governments in
connection with the sale of SH-2 aircraft.
- 5 -
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Notes to Condensed Consolidated Financial Statements
(In Thousands)
Loss on Sale of Amplifier Business
- ----------------------------------
In April 1997, the corporation announced its decision to close
Kaman Music's Trace Elliot amplifier manufacturing business in
Great Britain. As a result of that decision, the corporation
recorded a pre-tax charge in the first quarter of 1997 equal to
$15,000 related to closure of Trace Elliot. The operation was
subsequently purchased by a Trace Elliot management group. As
a result of that sale, only $10,400 of the charge was necessary to
close out the corporation's interest in Trace Elliot. The credit
resulting from reversal of the balance of the charge that was not
utilized in connection with the Trace Elliot sale offset the
effects of a decline in Music distribution revenues as well as
costs associated with receivable and inventory carrying values and
streamlining Music distribution operations.
Cash Flow Items
- ---------------
Cash payments for interest were $7,692 and $7,482 for the nine
months ended September 30, 1997 and 1996, respectively. Cash
payments for income taxes for the nine months ended September 30,
1997 and 1996 were $6,669 and $9,070, respectively.
Recently Issued Accounting Standards
- ------------------------------------
Effective for periods ending after December 15, 1997, the
provisions of Statements of Financial Accounting Standards No. 128
"Earnings per Share", and No. 129 "Disclosure of Information About
Capital Structure" will apply to the corporation. The corporation
does not anticipate any material impact to its consolidated
financial statements as a result of the new statements.
Effective for periods beginning after December 15, 1997, the
provisions of Statements of Financial Accounting Standards No. 130
"Reporting Comprehensive Income" and No. 131 "Disclosures About
Segments of an Enterprise and Related Information" will apply to
the corporation. The corporation anticipates that adoption of
these statements may have an effect on presentation of certain
financial information.
- 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
Results of Operations
- ---------------------
Consolidated revenues for the three month and nine month periods
ended September 30, 1997 increased 18% and 8%, respectively,
compared to the same periods of 1996. The increase is primarily
attributable to results in the Diversified Technologies segment.
Diversified Technologies segment revenues for the three month
period ended September 30, 1997 increased 47% over the same period
of last year; for the nine month period ended September 30, 1997
revenues were up 19% compared to the same period a year ago. The
increase is primarily due to the corporation's SH-2G program and
demand for its specialty self-lubricating bearings and scientific
services.
Significant programs within the Diversified Technologies segment
include the corporation's SH-2G multi-mission helicopter, aerospace
subcontracting, and the manufacture of niche market products.
The SH-2G helicopter program generally involves the retrofit of the
corporation's SH-2F helicopters, previously manufactured for the US
Navy (and currently in storage), to the SH-2G configuration. The
corporation is currently performing this work under a contract for
the Republic of Egypt's acquisition of ten (10) SH-2G helicopters
from the US Navy. The contract has a value of about $150 million,
of which about eighty percent (80%) has now been recorded as
revenue. The first delivery was made in October, 1997 and
deliveries are scheduled to continue through 1998.
Contracts have also been signed with the Commonwealth of Australia
and the Government of New Zealand for the supply of retrofit SH-2G
aircraft. The work for Australia involves eleven (11) aircraft
(incorporating a new cockpit and new weapons and sensors) with
support, including a support services facility, for the Royal
Australian Navy. This contract is valued at nearly $600 million.
The work for New Zealand involves four (4) aircraft, and support,
for New Zealand defense forces. This contract is valued at nearly
$180 million. It is expected that revenues and earnings will phase
in gradually; revenue was recorded for each of these contracts in
the third quarter. Please see Liquidity and Capital Resources for
further discussion. Deliveries under both programs are expected to
begin in the 2000 - 2001 time frame.
- 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 corporation continues to pursue other foreign sales
opportunities in a very competitive environment, including
countries in Southeast Asia and the Middle East. Management
believes, however, that political and financial conditions in some
areas may slow the prospects for potential sales.
Management currently believes that there are sufficient SH-2F
aircraft available in storage to meet existing and certain
potential program requirements; at some point in the future,
however, it is possible that there may be a need to manufacture
totally new SH-2G aircraft. Management is beginning to explore the
factors that would be involved in reopening the production line
including recertifying certain dynamic components of the aircraft.
In the U.S., there are currently sixteen (16) SH-2G aircraft in the
Naval Reserves and the corporation expects to continue providing
logistics and spare parts support for these aircraft for some
period of time, even though it no longer manufactures this
aircraft for the U.S. government.
The corporation also performs aerospace subcontracting work for
several airframe manufacturing programs and manufactures various
niche market products, including self-lubricating bearings for use
in aircraft, marine vessels, and hydro-power plants; and flexible
couplings for use in helicopters. These businesses have shown
improvement due to renewed health in the domestic aviation market,
a prime example being Boeing.
Management continues to take a conservative approach to production
of its K-MAX (registered trademark)helicopter, a medium to heavy
lift 'aerial truck' with many potential applications, including
logging, movement of equipment and materials for projects such as
ski lift and oil rig construction, utility power line work, fire
fighting, and reforestation. Management believes that this
approach will give the aircraft's markets time to develop and
expects that sales and profitability will take some time to
achieve. The K-MAX has been used extensively in the logging
industry in its three years of commercial operation; it appears
that some softness has developed in this market in the US Pacific
Northwest and Canada, which could affect sales of the K-MAX in
those areas at this time. Management
- 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)
also recognizes that the market has been affected by the
availability of military surplus aircraft released to the public at
lower cost than new aircraft. Another potential application for
the K-MAX is the task of vertical replenishment ("VERTREP"), a
non-combat role in the military. Since 1995, the K-MAX has been chosen
by the U.S. Navy Military Sealift Command ("MSC") to provide two
separate demonstrations of its VERTREP capabilities under
charter/lease arrangements. A third demonstration was conducted by
another provider and it is not considered unusual that the
government would seek comparative performance data in this manner.
Management believes that the federal government is continuing to
consider the possibility of outsourcing VERTREP work to commercial
providers.
In its advanced technology defense programs, management believes
that its business is well positioned to compete in a defense
environment that is increasingly emphasizing advanced technology
"smart weapons" programs. The corporation has significant expertise
in the field of high-technology programs, having performed a
multitude of government contracts over the years, involving
products and systems, as well as services such as computer software
development, intelligence analysis, and research and development.
The corporation has continued to be successful in maintaining
revenues from this type of business, however competition in this
area is increasing due to widespread consolidation in the defense
sciences industry, and an increasing tendency for defense sciences
contracts to become larger in size and longer in duration. Based
upon its view of longer term trends in this area, the corporation
announced on July 24, 1997, that it is exploring the possible sale
of Kaman Sciences Corporation, its defense related sciences
subsidiary. The process of identifying a potential purchaser is
proceeding with the assistance of Lazard Freres & Co. LLC, and
management is hopeful that it may be completed by the end of 1997,
however, there are no guarantees that any transaction will result
from the process.
Overall, Distribution segment revenues increased about 3% and 2%
for the quarter and nine months ended September 30, 1997 compared
to the same periods of 1996. These results reflect increases of 6%
in both periods for Industrial Distribution revenues (which
constitutes 78% of the segment's revenues) offset by decreases of 8%
and 12% respectively, in Music Distribution.
- 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 Industrial Distribution business continues to benefit from
efforts to enhance operating efficiencies, 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. For certain
of its larger customers, the company also performs an "integrated
supply" function, involving management of parts inventories and
associated personnel as well as selection of suppliers for the
customer's facility. The company also continues some expansion of
its geographical presence in response to customer demand. During
the third quarter, the company completed a small acquisition of a
Texas based distributor having five branch operations in that
state. Sales for this business are made to nearly every sector of
U.S. industry, however, so demand for products tends to be
influenced by industrial production levels.
During 1997, the Music Distribution business has been affected by
softness in both foreign and domestic markets for its products.
For the quarter ended March 31, 1997, the corporation recorded a
pre-tax charge of $15 million related to closure of the Music
Distribution company's Trace Elliot amplifier manufacturing business
in Great Britain. The charge reflects management's decision to
cease that operation and thereby reduce capital investment. The
operation was subsequently purchased by a Trace Elliot management
group. As a result of the sale, only $10.4 million of the charge
was necessary to close out the corporation's interest in Trace
Elliot. For the second quarter, the credit resulting from reversal
of the balance of the charge that was not utilized in connection
with the Trace Elliot sale offset the effects of a decline in Music
Distribution revenues as well as costs associated with receivable
and inventory carrying values and streamlining Music Distribution
operations. Although there seems to have been some slight market
improvement in the third quarter, the decline in Music revenues for
the nine months reflects contraction and changes in the worldwide
music market as well as reduced revenue from the loss of sales of
Trace Elliot products and discontinued product lines.
- 10 -
<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)
Total operating profits for the segments for the third quarter of
1997 increased by 11% compared to the same period of 1996. For the
nine months ended September 30, 1997, total operating profits
declined substantially due to the first quarter charge and loss of
sales in the Music Distribution portion of the Distribution segment
business. Operating profits for Diversified Technologies increased
about 16% for the quarter ended September 30, 1997, and 12% for the
nine month period, compared to the prior year, primarily due to the
SH-2G program and demand for specialty bearings and scientific
services. Operating profits for the Distribution segment increased
about 4% for the quarter ended September 30, 1997, and were down
substantially for the nine month period, compared to the comparable
periods of 1996, due primarily to the first quarter pre-tax charge
and loss of sales of Trace Elliot products and other discontinued
product lines. Management is continuing to evaluate its strategic
direction in the Music business, while efforts continue to improve
its return on investment.
Interest expense for the first nine months of 1997 decreased by
about 11% compared to the same period of 1996. The reduction is
primarily due to the application of a substantial portion of
advance payments received from the governments of Australia and New
Zealand to pay down bank debt during the third quarter.
The consolidated effective income tax rate for the first nine
months of 1997 was 43.6%, reflecting adjustments for the tax
benefits associated with the Trace Elliot matter. For the same
period of 1996, the rate was 42.5%.
Net earnings for the quarter ended September 30, 1997 were $7.1
million, compared to $5.8 million a year ago. Earnings applicable
to common shareholders were $6.2 million, or 32 cents per common
share primary, 29 cents per common share fully diluted, compared to
$4.9 million, or 26 cents per common share primary, 25 cents per
common share fully diluted, for the third quarter of 1996.
Net earnings for the nine months ended September 30, 1997 were $9.4
million, compared to $16.4 million a year ago. Earnings applicable
to common shareholders were $6.6 million or 35 cents per common
share primary and fully diluted, compared to $13.7 million, or 73
cents per common share primary, 70 cents per common share fully
diluted, in 1996. As explained above, earnings were affected by
the first quarter pre-tax charge.
- 11 -
<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)
Effective for periods ending after December 15, 1997, the
provisions of Statements of Financial Accounting Standards No. 128
"Earnings per Share" and No. 129 "Disclosure of Information About
Capital Structure" will apply to the corporation. The corporation
does not anticipate any material impact to its consolidated
financial statements as a result of the new statements.
Effective for periods beginning after December 15, 1997, the
provisions of Statements of Financial Accounting Standards No. 130
"Reporting Comprehensive Income" and No. 131 "Disclosures About
Segments of an Enterprise and Related Information" will apply to
the corporation. The corporation anticipates that adoption of
these statements may have an effect on presentation of certain
financial information.
Management is aware of the potential software logic anomalies
associated with the year 2000 date change and does not currently
anticipate any material effect upon its operations as a result
thereof.
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.
During the first nine months of the year, operating activities
generated cash, principally due to advance payments from the
governments of Australia and New Zealand under their SH-2G programs
(which payments are discussed further below). This result was
partially offset by working capital requirements, including
increases in accounts receivable for existing SH-2G programs.
Cash used in investing activities has traditionally been for the
acquisition of machinery and computer equipment used in
manufacturing and distribution. During the first nine months of
the year, these customary requirements were partially off set by
proceeds from the sale of assets, principally the disposition of a
small fixed base operation subsidiary in the Distribution segment.
- 12 -
<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)
Cash used by financing activities was primarily attributable to
payments made to reduce bank debt and the payment of dividends.
For borrowing purposes, the corporation maintains a revolving
credit agreement involving twelve domestic and foreign banks. This
facility provides a maximum unsecured line of credit of $250
million. The agreement has a term of five years ending in January
2001, and contains various covenants, including debt to
capitalization, consolidated net worth requirements, and
limitations on other loan indebtedness that the corporation may
incur. The agreement was amended and restated during the third
quarter of 1997, in order to address the corporation's requirement
for issuance of letters of credit to secure advance payments by
foreign governments in connection with the sale of SH-2 aircraft.
Specifically, the corporation has received $104.2 million in
advance payments from the governments of Australia and New Zealand
in connection with the SH-2G contracts previously described.
Nearly all of the advance payments were applied to pay down bank
debt during the third quarter. Advances of $2.4 million were
subsequently offset against billings to these customers. The
corporation has fully secured these advance payments through the
issuance of irrevocable letters of credit. Under the amended and
restated agreement, letters of credit are treated as borrowings.
Under its revolving credit agreement, the corporation has the
ability to borrow funds on both a short-term and long-term basis.
As of September 30, 1997, the corporation's aggregate borrowings
were $40.8 million, the majority of which was borrowed under the
revolving credit facility. Average borrowings were $103.7 million
for the first nine months of 1997, compared to $121.3 million for
the same period last year. Substantially all of the advance
payments described above were applied to pay down bank debt.
Although the letters of credit described previously are considered
as borrowings under the revolving credit agreement, they are not
included in either the aggregate or average borrowing figures shown
above.
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.
- 13 -
<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)
Forward-Looking Statements
- --------------------------
This report contains forward-looking information relating to the
corporation's business prospects, including the SH-2G and K-MAX
helicopter programs, and other matters that involve a number of
uncertainties that may cause actual results to differ materially
from expectations. Those uncertainties include, but are not
limited to: 1) the successful conclusion of contract negotiations
with government authorities, including foreign governments; 2)
political developments in countries where the corporation intends
to do business; 3) standard government contract provisions
permitting renegotiation of terms and termination for the
convenience of the government; 4) competitive conditions in markets
served by the corporation; 5) the degree of acceptance of new
products in the marketplace; 6) currency exchange rates, taxes,
laws and regulations, inflation rates, general business conditions
and other factors. Any forward-looking information should be
considered with these factors in mind.
- 14 -
<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 filed in the third quarter of
1997:
(1) A report on Form 8-K was filed on July 3, 1997
relating to the sale of the Trace Elliot
amplifier manufacturing business in Great
Britain.
(2) A report on Form 8-K was filed on July 24, 1997
announcing the possible sale of Kaman Sciences
Corporation.
- 15 -
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
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: November 13, 1997 By Charles H. Kaman
President and
Chief Executive Officer
(Duly Authorized Officer)
Date: November 13, 1997 By Robert M. Garneau
Executive Vice President and
Chief Financial Officer
- 16 -
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
Index to Exhibits
Exhibit 11 Earnings Per Common Share
Computation Attached
Exhibit 27 Financial Data Schedule Attached
- 17 -
<PAGE>
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
EXHIBIT 11 - EARNINGS PER COMMON SHARE COMPUTATION
(In thousands except per share amounts)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
-------------------- ------------------
1997 1996 1997 1996
---- ---- ---- ----
<TABLE>
<S> <C> <C> <C> <C>
Primary:
Net earnings applicable to
common stock $ 6,168 $ 4,905 $ 6,613 $ 13,661
======== ======== ======== ========
Weighted average number
of common shares outstanding 18,954 18,642 18,878 18,575
Weighted average shares
issuable on exercise of
dilutive stock options 334 83 266 112
-------- -------- -------- --------
Total 19,288 18,725 19,144 18,687
======== ======== ======== ========
Net earnings per common share
- primary $ .32 $ .26 $ .35 $ .73
======== ======== ======== ========
Fully diluted:
Net earnings applicable to
common stock $ 6,168 $ 4,905 $ 6,613 $ 13,661
Elimination of interest expense
on 6% subordinated convertible
debentures(net after taxes) 267 286 * 857
Elimination of preferred stock
dividend requirement 929 929 * 2,787
-------- -------- -------- --------
Net earnings (as adjusted) $ 7,364 $ 6,120 $ 6,613 $ 17,305
======== ======== ======== ========
Weighted avg. no. of shares out-
standing including shares issuable
on exercise of stock options 19,288 18,725 19,144 18,687
Shares issuable on conversion of
6% subordinated convertible
debentures 1,350 1,421 * 1,421
Shares issuable on conversion of
Series 2 preferred stock 4,549 4,552 * 4,552
Additional shares using ending
market price instead of average
market on treasury method use
of stock option proceeds 50 27 * 14
-------- -------- -------- --------
Total 25,237 24,725 19,144 24,674
======== ======== ======== ========
Net earnings per common share
- fully diluted $ .29 $ .25 $ .35 $ .70
======== ======== ======== ========
* Anti-dilutive and accordingly not included in the computation.
</TABLE>
<PAGE>
<TABLE> <S> <C>
<PAGE>
<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> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 10,040
<SECURITIES> 0
<RECEIVABLES> 233,488
<ALLOWANCES> (3,752)
<INVENTORY> 197,224
<CURRENT-ASSETS> 467,777
<PP&E> 190,502
<DEPRECIATION> (117,089)
<TOTAL-ASSETS> 551,950
<CURRENT-LIABILITIES> 244,834
<BONDS> 59,690
0
57,140
<COMMON> 18,986
<OTHER-SE> 155,153
<TOTAL-LIABILITY-AND-EQUITY> 551,950
<SALES> 771,566
<TOTAL-REVENUES> 772,376
<CGS> 583,791
<TOTAL-COSTS> 749,129
<OTHER-EXPENSES> 69
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,516
<INCOME-PRETAX> 16,662
<INCOME-TAX> 7,262
<INCOME-CONTINUING> 9,400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,400
<EPS-PRIMARY> .35
<EPS-DILUTED> .35
<PAGE>
</TABLE>
