<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
March 31, 1998.
---------------
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.)
1332 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 May 1, 1998:
Class A Common 23,055,922
Class B Common 667,814
Page 1 of 18 Pages
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KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets(In thousands)
<TABLE>
March 31, December 31,
Assets 1998 1997
------ ----------------- ------------------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 65,704 $ 109,974
Accounts receivable (net of
allowance for doubtful
accounts of $3,985 in
1998, $3,827 in 1997) 210,978 191,154
Inventories:
Raw materials $ 6,136 $ 6,626
Work-in-process 52,387 54,413
Finished goods 28,696 31,334
Merchandise for resale 113,359 200,578 107,112 199,485
------- -------
Other current assets 34,291 34,691
------- -------
Total current assets 511,551 535,304
Property, plant & equip., at cost 158,389 153,146
Less accumulated depreciation
and amortization 95,953 95,521
------- -------
Net property, plant & equipment 62,436 57,625
Other assets 5,110 5,232
-------- --------
$ 579,097 $ 598,161
======== ========
Liabilities and Shareholders' Equity
------------------------------------
<S> <C> <C> <C> <C>
Current liabilities:
Notes payable $ 5,029 $ 7,207
Accounts payable 57,001 45,264
Accrued liabilities 30,584 34,177
Customer advances 103,592 104,723
Other current liabilities 34,904 31,426
Income taxes payable 6,583 36,728
------- -------
Total current liabilities 237,693 259,525
Deferred credits 18,394 18,759
Long-term debt, excl. current portion 28,207 29,867
Shareholders' equity:
Series 2 preferred stock $ - $ 37,691
Other shareholders' equity 294,803 294,803 252,319 290,010
-------- -------- -------- --------
$579,097 $598,161
======== ========
</TABLE>
- 2 -
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<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
Ended March 31,
--------------------
1998 1997
---- ----
<S> <C> <C>
Revenues $ 239,065 $ 252,157
Costs and expenses:
Cost of sales 175,707 189,069
Selling, general and
administrative expense 51,556 51,033
Loss on closure of amplifier business - 15,000
Interest expense (income), net (196) 2,479
Other expense (income), net 198 (350)
-------- -------
227,265 257,231
-------- -------
Earnings (loss) before
income taxes 11,800 (5,074)
Income taxes (benefit) 4,824 (667)
-------- -------
Net earnings (loss) $ 6,976 $ (4,407)
======== =======
Preferred stock dividend
requirement $ - $ (929)
======== =======
Earnings (loss) applicable to
common stock $ 6,976 $ (5,336)
======== =======
Net earnings (loss) per common share:
Basic $ .31 $ (.28)
Diluted $ .29 $ (.28)
======== =======
Dividends declared per share:
Series 2 preferred stock $ - $ 3.25
Common stock $ .11 $ .11
======== =======
</TABLE>
- 3 -
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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 Three Months
Ended March 31,
--------------------
1998 1997
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net earnings(loss) $ 6,976 $ (4,407)
Depreciation and amortization 2,491 3,048
Gain on sale of assets - (505)
Loss on closure of amplifier business - 15,000
Changes in current assets and liabilities (40,510) (30,344)
Other, net (282) 518
-------- --------
Cash provided by (used in) operating
activities (31,325) (16,690)
-------- --------
Cash flows from investing activities:
Proceeds from sale of assets - 3,623
Expenditures for property, plant & equipment (7,258) (2,133)
Other, net (138) (76)
-------- --------
Cash provided by (used in) investing
activities (7,396) 1,414
-------- --------
Cash flows from financing activities:
Additions (reductions) to notes payable (2,178) 16,835
Additions (reductions) to long-term debt (1,660) 589
Dividends paid (2,266) (3,002)
Other, net 555 629
-------- --------
Cash provided by (used in) financing
activities (5,549) 15,051
-------- --------
Net increase (decrease) in cash and cash equivalents (44,270) (225)
Cash and cash equivalents at beginning of period 109,974 5,445
-------- --------
Cash and cash equivalents at end of period $ 65,704 $ 5,220
======== ========
</TABLE>
- 4 -
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KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Notes to Condensed Consolidated Financial Statements
(In thousands except share amounts)
Basis of Presentation
- ----------------------
The December 31, 1997 condensed consolidated balance sheet
amounts have been derived from the previously audited consolidated
balance sheet of Kaman Corporation and subsidiaries.
In the opinion of management, the balance of the condensed
financial information reflects all adjustments which are 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 1997 Annual Report.
Series 2 Preferred Stock Conversion/Redemption
- ----------------------------------------------
Pursuant to a redemption call on January 8, 1998 for the balance of
the Series 2 preferred stock, the remaining shares were converted
into 3,000,174 shares of Class A common stock as of February 9,
1998.
Loss on Closure of Amplifier Business
- -------------------------------------
The corporation recorded a pre-tax charge of $15,000 in the first
quarter of 1997 as a result of management's decision to close Kaman
Music's Trace Elliot amplifier manufacturing business in Great
Britain. This loss was adjusted to $10,400 in the second quarter
to reflect the sale of Trace Elliot in June 1997. The balance of
the loss was utilized to offset other items in the music business.
Cash Flow Items
- ---------------
Cash payments for interest were $1,298 and $2,984 for the three
months ended March 31, 1998 and 1997, respectively. Cash
payments for income taxes for the comparable periods were $34,956
and $1,033, respectively.
- 5 -
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<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Notes to Condensed Consolidated Financial Statements
(In thousands except share amounts)
Recently Adopted Accounting Standards
- -------------------------------------
Effective January 1, 1998, the corporation adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive
Income." The standard requires the corporation to report
comprehensive income (loss) which is defined as net income plus
non-shareholder direct adjustments to shareholders' equity.
Comprehensive income (loss) was $6,987 and $(4,432) for the three
months ended March 31, 1998 and 1997, respectively. These
adjustments to shareholders' equity are foreign currency items.
Effective January 1, 1998, the corporation adopted Statement of
Financial Accounting Standard No. 131, "Disclosures about Segments
of an Enterprise and Related Information." This standard changes
the criteria used to determine the segments for which SEC
registrants must report information. As permitted by the standard,
the corporation will provide the required disclosures for its
segments in its Form 10-K for the year ended December 31, 1998.
Effective January 1, 1998, the corporation adopted Statement of
Financial Accounting Standards No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits." This standard
requires additional disclosure on changes in the benefit
obligations and fair values of plan assets during the year. As
permitted by the standard, the corporation will provide the
required disclosures for its benefit plans in its Form 10-K for the
year ended December 31, 1998.
- 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 months ended March 31, 1998
decreased by 5% compared to the same period of 1997.
Diversified Technologies segment revenues decreased about 18% for
the first quarter of 1998 compared to the first three months of
1997. These results reflect loss of revenue due to the sale of
the corporation's defense information technology and services
operation (called "Kaman Sciences"), which more than off set
increases in revenue recorded for the Australia and New Zealand
SH-2 programs and increased demand for specialty self-lubricating
bearings. Excluding Kaman Sciences, Diversified Technologies
segment revenues increased more than 30% during the first quarter
of 1998 compared to the same period of last year.
The Diversified Technologies segment's principal programs are in
the aerospace business; they include the SH-2G multi-mission naval
helicopter, subcontract work involving airframe structures, and the
manufacture of niche market products such as self-lubricating
bearings and driveline couplings for aircraft applications. The
corporation's K-MAX helicopter program is also part of the
Diversified Technologies segment.
The SH-2G helicopter program generally involves retrofit of the
corporation's SH-2F helicopters, previously manufactured for the
U.S. Navy (and currently in storage), to the SH-2G configuration.
The corporation is currently performing this work under several
contracts with foreign governments. Specifically, the corporation
is delivering ten (10) SH-2G helicopters to the Republic of Egypt
under its foreign military sale agreement with the U.S. Navy. This
work has a value of about $150 million, of which about 90% percent
has now been recorded as revenue. As of April 15, 1998, five (5)
aircraft have been delivered, with deliveries scheduled to continue
through the third quarter of this year.
The corporation also has commercial sale contracts 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) helicopters (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
- 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)
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 $170 million. It is expected that
revenues will phase in gradually; revenue was recorded for each of
these contracts beginning in the last half of 1997 and in the first
quarter of 1998. Deliveries under both programs are expected to
begin in the 2000 - 2001 time frame.
Certain other regions of the world are developing naval helicopter
requirements and the corporation is pursuing this business in a
highly competitive environment. However, management continues to
believe that political and financial conditions in various areas
could slow the prospects for potential sales. The economic
difficulties in Southeast Asia demonstrate this, as it appears that
certain procurement awards are likely to be delayed in that region.
There are currently fourteen (14) SH-2G aircraft in the U.S. Naval
Reserves. The corporation expects to continue providing logistics
and spare parts support for these aircraft for a period of time,
even though this aircraft is no longer manufactured for the U.S.
government.
The corporation also performs subcontract work for certain airframe
manufacturing programs and manufactures various niche market
products, including self-lubricating bearings for use principally
in aircraft as well as hydro power installations, ships and
submarines; and driveline couplings for use in helicopters. These
businesses continue to benefit from general growth trends in the
commercial aviation industry.
Management continues to take a conservative approach to production
of its K-MAX 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 during its four years of
commercial operation. Softness has developed in this market in the
U.S. Pacific Northwest and Canada, due at least in part to the
effect of economic conditions in Southeast Asia upon export sales.
- 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)
These circumstances appear to be affecting sales of the K-MAX and
production is being adjusted accordingly. Management 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 K-MAX application is the task of
vertical replenishment ("VERTREP"), a non-combat role in the
military. As the federal government has explored the concept of
outsourcing VERTREP work to commercial providers, the U.S. Navy
Military Sealift Command has awarded K-MAX two separate
demonstration projects using charter/lease arrangements.
Management believes that the federal government is continuing to
consider the commercial outsourcing alternative.
Overall, Distribution segment revenues increased about 3% for the
first quarter of 1998, compared to the same period a year ago.
These results reflect an increase of 7% for Industrial Distribution
(which constitutes 81% of the segment's revenues) offset by a
decrease of 12% in Music Distribution.
The Industrial Distribution business, which serves nearly every
sector of U.S. industry, continues to benefit from a healthy
domestic economy, internal initiatives to enhance operating
efficiencies, and ongoing efforts to differentiate the business by
offering a product mix which incorporates more value-added high
technology and providing certain technical services to support
customer needs. Given the nature of the business, demand tends to
be influenced by industrial production levels. As a result, the
economic difficulties in Southeast Asia are being monitored by
management for their potential impact on U.S. industry.
Additionally, while the industrial distribution business has
traditionally been very competitive, increasing consolidation in
the industry appears to be resulting in even more intense
competition.
The decrease in revenues for the Music Distribution business was
largely due to loss of sales associated with Trace Elliot, its
amplifier manufacturing business that was sold during 1997.
Management continues efforts to improve operating efficiency and
reorient its product lines to adapt to a general shift in musical
tastes and buying habits in the market for music instruments.
- 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)
Total operating profits for the segments for the first quarter of
1998 increased substantially compared to the first quarter of 1997,
due to the prior year's loss resulting from charges taken in the
Music Distribution business. Operating profits for the Diversified
Technologies segment were level compared to the first quarter of
last year, reflecting increases in earnings from the SH-2
helicopter programs and sales of specialty self-lubricating
bearings off set by loss of sales from Kaman Sciences. Operating
profits for the Distribution segment increased substantially for
the first quarter of 1998 compared to the prior year, due primarily
to the charge taken in the Music Distribution business in the first
quarter.
Net earnings applicable to common stock were $7.0 million, or 31
cents per common share basic, 29 cents per common share diluted,
compared to a loss of $5.3 million, or 28 cents per common share
basic and diluted last year. The 1997 first quarter loss was the
result of charges taken in the Music Distribution business.
Interest expense decreased almost 67% for the first quarter of 1998
compared to the same period of 1997, 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. For the first quarter of 1998, interest expense attributable
to the corporation's debentures was more than off set by interest
income earned from investment of surplus cash.
The consolidated effective income tax rate for the first quarter of
1998 was 40.9% compared to an overall income tax benefit of 13.1%
that was recorded for the first quarter of 1997 as a result of the
loss in the Music Distribution business for that period.
Effective January 1, 1998, the corporation adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive
Income." The Statement requires the corporation to report
"comprehensive income" as defined therein. Please refer to the
Notes to Condensed Consolidated Financial Statements for more
information.
Effective January 1, 1998, the corporation adopted Statement of
Financial Accounting Standards No. 131, "Disclosure about Segments
of an Enterprise and Related Information." The Statement changes
the criteria used to determine the segments for which the
corporation must report information. As permitted by the
- 10 -
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<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)
Statement, the corporation will provide the required disclosures
for its segments in its Form 10-K report for the year ended
December 31, 1998.
Effective January 1, 1998, the corporation adopted Statement of
Financial Accounting Standards No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits." The Statement
requires additional disclosures on changes in the benefit
obligations and fair values of plan assets during the year. As
permitted by the Statement, the corporation will provide the
required disclosures for its benefit plans in its Form 10-K report
for the year ended December 31, 1998.
Management is aware of the potential software logic anomalies
associated with the Year 2000 date change. The corporation is in
the process of evaluating the potential issues that might need to
be addressed in connection with its operations. Based on currently
known information, costs of addressing the issue are not expected
to have any material effect upon the corporation's financial
position, results of operations, or cash flows in future periods.
As part of the process, the corporation is also involved in
communicating with certain service providers, suppliers, and
customers to obtain information regarding their plans to address
Year 2000 issues, to the extent that they have such issues. There
can be no assurance that third parties' systems, upon which the
corporation may rely, will become Year 2000 compliant in a timely
manner.
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 quarter of 1998, operating activities used cash,
principally due to increases in accounts receivable in both
segments and payment of federal income taxes attributable to the
sale of Kaman Sciences. In the first quarter, cash used in
investing activities was for items such as acquisition of machinery
- 11 -
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<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)
and computer equipment used in manufacturing and distribution.
Cash used by financing activities was primarily attributable to
payments made to reduce debt and the payment of dividends.
The corporation had approximately $60 million in surplus cash at
the end of the first quarter of 1998, with an average of $84
million for the quarter. These funds have been invested in high
quality, short term instruments.
At March 31, 1998, the corporation had approximately $ 30 million
of its 6% convertible subordinated debentures outstanding. The
debentures are convertible into shares of Class A common stock at
any time on or before March 15, 2012 at a conversion price of
$23.36 per share, generally at the option of the holder. Pursuant
to a sinking fund requirement that began March 15, 1997, the
corporation redeems approximately $1.7 million of the outstanding
principal of the debentures each year.
For borrowing purposes, the corporation maintains a revolving
credit agreement involving a group of 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 1997 to
specifically address the issuance of certain letters of credit,
which are considered borrowings under the agreement.
During 1997, the governments of Australia and New Zealand made
advance payments of $104.3 million in connection with their SH-2G
contracts, which were fully secured by the corporation through the
issuance of irrevocable letters of credit. During the first
quarter of 1998, the face amount of these letters of credit were
reduced by about $25.7 million, in accordance with the terms of the
relevant contracts. Further reductions are anticipated as certain
contract milestones are achieved.
- 12 -
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<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)
Under the revolving credit agreement, the corporation has the
ability to borrow funds on both a short-term and long-term basis.
As of March 31, 1998, the corporation had virtually no outstanding
bank borrowings. Average bank borrowings were $5.0 million for the
quarter, compared to $129.3 million for the same period of 1997.
During the first quarter of 1998, pursuant to a redemption call,
the corporation completed the process of converting virtually all
of its Series 2 preferred stock to Class A common stock with an
immaterial number of Series 2 preferred shares being redeemed by
the corporation and settled in cash.
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.
Forward-Looking Statements
- --------------------------
This report contains forward-looking information relating to the
corporation's business and prospects, including the SH-2G and K-MAX
helicopter programs, specialty self-lubricating bearings and
couplings, the industrial and music distribution businesses, 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) economic
and competitive conditions in markets served by the corporation,
including industry consolidation in the United States and economic
conditions in Southeast Asia; 5) the degree of acceptance of new
products in the marketplace; 6) U.S. industrial production levels;
7) 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.
- 13 -
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<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
Part II - OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders
The annual meeting of the shareholders of the corporation was
held at the offices of the corporation on April 14, 1998. Following
is a brief description of each matter voted upon at the meeting:
1. Election of Directors
---------------------
The following fifteen (15) individuals were elected directors
of the corporation to serve until the next annual meeting and until
their successors have been elected:
Brian E. Barents Huntington Hardisty
Fred A. Breidenbach Charles H. Kaman
E. Reeves Callaway III C. William Kaman II
Frank C. Carlucci Eileen S. Kraus
Laney J. Chouest Hartzel Z. Lebed
John A. DiBiaggio Walter H. Monteith, Jr.
Edythe J. Gaines John S. Murtha
Wanda Lee Rogers
For each director, the Class B shareholders voted 647,125
shares in favor; none against; no abstentions; and no broker non-votes.
2. Approval of Employees Stock Purchase Plan Amendment
---------------------------------------------------
A proposal to approve an amendment to the corporation's
Employees Stock Purchase Plan to replenish the authorized shares
under the plan to 1.5 million Class A shares was adopted by the
Class A and Class B shareholders. The Class A shareholders voted
15,624,944 shares in favor; 1,104,954 against; 96,409 in
abstention; and no broker non-votes. The Class B shareholders
voted 646,014 shares in favor; none against; 20 in abstention; and
1,091 broker non-votes.
3. Approval of 1993 Stock Incentive Plan Amendment
-----------------------------------------------
A proposal to approve an amendment to the corporation's 1993
Stock Incentive Plan to add 1.25 million Class A shares to the
shares authorized for issuance under the plan was adopted by the
Class A and Class B shareholders. The Class A shareholders voted
14,404,788 shares in favor; 1,226,694 against; 1,194,825 in
abstention; with no broker non-votes. The Class B shareholders
voted 646,014 shares in favor; none against; 20 in abstention; and
1,091 broker non-votes.
- 14 -
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<PAGE>
4. Appointment of KPMG Peat Marwick LLP
------------------------------------
A proposal to appoint KPMG Peat Marwick LLP as the
corporation's auditors during the ensuing year was adopted by the
Class B shareholders, who voted 647,125 shares in favor; none
against; no abstentions; and no broker non-votes.
- 15 -
<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 first quarter of
1998:
(1) A report on Form 8-K was filed on January 8,
1998 relating to a call for the redemption of
all of the corporation's remaining Series 2
preferred stock.
(2) A report on Form 8-K was filed on January 13,
1998 relating to the sale of the corporation's
wholly owned subsidiary Kaman Sciences
Corporation to ITT Industries, Inc., which
report included Unaudited Pro Forma Condensed
Consolidated Balance Sheet as of September 30,
1997 and Unaudited Pro Forma Condensed
Consolidated Statements of Operations for the
year ended December 31, 1996 and the nine
months ended September 30, 1997.
(3) A report on Form 8-K was filed on February 11,
1998 relating to the completion of the
redemption of all of the corporation's
remaining Series 2 preferred stock.
-16-
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<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: May 13, 1998 By Charles H. Kaman
Chairman and
Chief Executive Officer
(Duly Authorized Officer)
Date: May 13, 1998 By Robert M. Garneau
Executive Vice President and
Chief Financial Officer
-17-
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
Index to Exhibits
Exhibit 11 Earnings Per Common Share
Computation Attached
Exhibit 27 Financial Data Schedule Attached
- 18 -
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<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
EXHIBIT 11 - EARNINGS PER COMMON SHARE COMPUTATION
(In thousands except per share amounts)
<TABLE>
For the Three Months
Ended March 31,
--------------------
1998 1997
---- ----
<S> <C> <C>
Basic:
Net earnings (loss) applicable to common
stock $ 6,976 $ (5,336)
======== ========
Weighted average number of common
shares outstanding 22,528 18,791
======== ========
Net earnings (loss) per
common share - basic $ .31 $ (.28)
======== ========
Diluted:
Net earnings (loss) applicable to common stock $ 6,976 $ (5,336)
Elimination of interest expense on 6%
subordinated convertible debentures
(net after taxes) 276 *
Elimination of preferred stock dividend
requirement - *
-------- --------
Net earnings (loss) (as adjusted) $ 7,252 $ (5,336)
======== ========
Weighted average number of common shares
outstanding 22,528 18,791
Weighted average shares issuable on conversion
of 6% subordinated convertible debentures 1,336 *
Weighted average shares issuable on conversion
of Series 2 preferred stock 1,129 *
Weighted average shares issuable on exercise
of diluted stock options 280 *
-------- --------
Total 25,273 18,791
======== ========
Net earnings (loss)per common share
- diluted $ .29 $ (.28)
======== ========
* Anti-dilutive and accordingly not included in the computation
</TABLE>
<PAGE>
<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> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 65,704
<SECURITIES> 0
<RECEIVABLES> 214,963
<ALLOWANCES> (3,985)
<INVENTORY> 200,578
<CURRENT-ASSETS> 511,551
<PP&E> 158,389
<DEPRECIATION> (95,953)
<TOTAL-ASSETS> 579,097
<CURRENT-LIABILITIES> 237,693
<BONDS> 28,207
0
0
<COMMON> 23,694
<OTHER-SE> 271,109
<TOTAL-LIABILITY-AND-EQUITY> 579,097
<SALES> 238,780
<TOTAL-REVENUES> 239,065
<CGS> 175,707
<TOTAL-COSTS> 227,263
<OTHER-EXPENSES> 198
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (196)
<INCOME-PRETAX> 11,800
<INCOME-TAX> 4,824
<INCOME-CONTINUING> 6,976
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,976
<EPS-PRIMARY> .31
<EPS-DILUTED> .29
<PAGE>
</TABLE>
