<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, 2000.
---------------
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 July 31, 2000:
Class A Common 22,532,875
Class B Common 667,814
Page 1 of 15 Pages
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets(In thousands)
<TABLE>
Assets June 30,2000 December 31,1999
------ ----------------- ------------------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 58,664 $ 76,249
Accounts receivable (net of
allowance for doubtful
accounts of $4,618 in
2000, $4,519 in 1999) 198,645 156,173
Inventories:
Contracts and other
work in process 47,400 51,987
Finished goods 53,046 58,560
Merchandise for resale 92,476 192,922 89,184 199,731
------- -------
Other current assets 29,019 27,958
-------- -------
Total current assets 479,250 460,111
Property, plant & equip., at cost 167,491 166,754
Less accumulated depreciation
and amortization 105,276 102,422
------- -------
Net property, plant & equipment 62,215 64,332
Other assets 10,386 9,760
-------- --------
$551,851 $534,203
======== ========
Liabilities and Shareholders' Equity
------------------------------------
<S> <C> <C>
Current liabilities:
Notes payable $ 4,123 $ 4,514
Accounts payable 60,549 48,760
Accrued liabilities 27,276 31,421
Advances on contracts 45,546 50,243
Other current liabilities 31,848 29,499
Income taxes payable 3,822 3,937
-------- -------
Total current liabilities 173,164 168,374
Deferred credits 24,324 22,906
Long-term debt, excl. current portion 24,886 26,546
Shareholders' equity 329,477 316,377
-------- --------
$551,851 $534,203
======== ========
</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 Six Months
Ended June 30, Ended June 30,
-------------------- ------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $256,351 $246,685 $516,327 $496,516
Costs and expenses:
Cost of sales 192,191 182,650 386,811 367,364
Selling, general and
administrative expense 49,875 50,999 101,853 103,950
Interest income, net (564) (365) (914) (525)
Other expense, net 418 250 725 506
-------- -------- -------- --------
241,920 233,534 488,475 471,295
-------- -------- -------- --------
Earnings before income taxes 14,431 13,151 27,852 25,221
Income taxes 5,160 5,120 10,025 9,917
-------- -------- -------- --------
Net earnings $ 9,271 $ 8,031 $ 17,827 $ 15,304
======== ======== ======== ========
Net earnings per share:
Basic $ .40 $ .34 $ .77 $ .65
Diluted $ .39 $ .33 $ .75 $ .63
======== ======== ======== ========
Dividends declared per share $ .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,
--------------------
2000 1999
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 17,827 $ 15,304
Depreciation and amortization 5,777 5,969
Accounts receivable (42,472) 53,504
Inventory 6,809 (6,049)
Accounts payable 11,789 (2,654)
Advances on contracts (4,697) (22,776)
Changes in other current assets and liabilities (2,980) 2,621
Other, net 1,491 1,214
-------- --------
Cash provided by (used in) operating
activities (6,456) 47,133
-------- --------
Cash flows from investing activities:
Expenditures for property, plant & equipment (3,779) (3,698)
Other, net (146) 95
-------- --------
Cash provided by (used in) investing
activities (3,925) (3,603)
-------- --------
Cash flows from financing activities:
Additions (reductions) to notes payable (391) 463
Reductions to long-term debt (1,660) (1,660)
Purchase of treasury stock (833) (3,945)
Dividends paid (5,089) (5,203)
Other, net 769 908
-------- --------
Cash provided by (used in) financing
activities (7,204) (9,437)
-------- --------
Net increase (decrease) in cash and cash equivalents (17,585) 34,093
Cash and cash equivalents at beginning of period 76,249 65,130
-------- --------
Cash and cash equivalents at end of period $ 58,664 $ 99,223
======== ========
</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, 1999 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
1999 Annual Report.
Cash Flow Items
---------------
Cash payments for interest were $1,220 and $1,230 for the six
months ended June 30, 2000 and 1999, respectively. Cash payments
for income taxes for the comparable periods were $9,945 and
$11,351, respectively.
Comprehensive Income
--------------------
Comprehensive income was $17,754 and $15,417 for the six months
ended June 30, 2000 and 1999, respectively, as the result of
foreign currency translation adjustments.
- 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 except share amounts)
Business Segments
-----------------
Summarized financial information by business segment is as follows:
<TABLE>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
--------------------- --------------------
2000 1999 2000 1999
--------- --------- --------- --------
<S> <C> <C> <C> <C>
Net sales:
Aerospace $ 98,893 $ 97,177 $195,350 $189,939
Industrial Distribution 130,105 125,826 263,334 254,483
Music Distribution 27,111 23,297 57,080 51,311
-------- -------- -------- --------
$256,109 $246,300 $515,764 $495,733
======== ======== ======== ========
Operating profit:
Aerospace $ 11,390 $ 12,688 $ 22,191 $ 23,072
Industrial Distribution 6,135 3,169 11,645 7,176
Music Distribution 500 364 2,029 1,660
-------- -------- -------- --------
18,025 16,221 35,865 31,908
Interest, corporate and
other expense, net (3,594) (3,070) (8,013) (6,687)
-------- -------- -------- --------
Earnings before income
taxes $ 14,431 $ 13,151 $ 27,852 $ 25,221
======== ======== ======== ========
June 30, December 31,
2000 1999
-------- --------
<S> <C> <C>
Identifiable assets:
Aerospace $281,662 $251,443
Industrial Distribution 148,008 141,913
Music Distribution 55,185 53,714
Corporate 66,996 87,133
-------- --------
$551,851 $534,203
======== ========
</TABLE>
- 6 -
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Notes to Condensed Consolidated Financial Statements
(In thousands)
Restructuring Charge
--------------------
The corporation's Industrial Distribution segment has undertaken
initiatives to streamline its operational structure and increase
efficiency. As a result, the segment took a restructuring charge
of $4,132 in the fourth quarter of 1999. Of the total
restructuring charge, approximately $1,300 relates to severance
costs for approximately 65 branch operations and regional
management employees that the segment expected to separate from
service in 2000. During the first six months of 2000, 47 people
have been separated from service. The remaining balance of the
restructuring charge relates to costs to close down 10 branches and
three other facilities in 2000.
The following table summarizes the payments made against the
restructuring charge in 2000:
<TABLE>
Employee Branch
Termination Consolidation and
Benefits Facility Closures Total
------------ ----------------- -------
<S> <C> <C> <C>
Restructuring charge-
December 31, 1999 $ 1,300 $ 2,832 $ 4,132
Cash payments (351) (1,097) (1,448)
------ ------ ------
Restructuring charge-
June 30, 2000 $ 949 $ 1,735 $ 2,684
====== ====== ======
</TABLE>
- 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
Results of Operations
---------------------
Consolidated revenues for the quarter and six months ended June 30,
2000 increased 3.9% and 4% respectively, compared to the same
periods of 1999.
Industrial Distribution segment net sales increased 3.4% and 3.5%
for the quarter and six months ended June 30, 2000, respectively,
compared to the same periods of 1999, due to improvements in market
conditions in various industries that the segment serves,
particularly in the Midwest and Northeast regions and in the
electronics, primary metals, industrial machinery and lumber
industries. This segment serves nearly every sector of U.S.
industry and thus tends to be influenced by industrial production
levels. For the past two years the segment had experienced
significant pressures due to the adverse effects of global economic
difficulties upon export demand in several key customer industries.
Conditions began to improve in late 1999. The industrial
distribution business tends to experience a lag in effect from such
changes in production and capacity utilization and the segment
began to experience the positive effects of these changes during
the first quarter of 2000. Management also believes that certain
initiatives implemented early this year have led to increased
efficiency and service to customers; specifically, the segment
reorganized its sales, marketing and field management structure,
consolidated or closed certain branch locations and conducted an
extensive program to eliminate inventory considered obsolete or
excess to the ongoing organization.
The Industrial Distribution segment is also developing an Internet
e-Commerce site that will contain a complete catalog of product
offerings (including more than one million industrial products) and
will provide an important new channel for both current and
potential customers to transact business with the segment. The site
is in beta test at this time and management anticipates that the
site will be fully implemented during the third quarter 2000.
Aerospace segment net sales increased 1.8% and 2.8% for the quarter
and six months ended June 30, 2000, respectively, compared to the
same periods of 1999. The Aerospace segment's principal programs
include the SH-2G multi-mission naval helicopter, the K-MAX
repetitive lift helicopter, subcontract work involving aircraft
structures, and the manufacture of components such as self-
lubricating bearings and driveline couplings for aircraft
applications.
- 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)
The SH-2G helicopter program generally involves retrofit of the
corporation's SH-2F helicopters, previously manufactured for the
U.S. Navy (and in storage) to the SH-2G configuration. The
corporation is currently performing this work under commercial
contracts with the governments of Australia and New Zealand that
were awarded in 1997. The program 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. The total contract has an anticipated
value of about $680 million (US). The helicopter production portion
of the work is valued at $559 million, of which 64% has been
recorded as revenue. The program for New Zealand involves five (5)
aircraft and support for the New Zealand defense forces. The
contract has an anticipated value of $180 million (US), of which
71% has now been recorded as revenue. Work is proceeding and
deliveries for both programs are now scheduled to begin in early
2001. Management anticipates that revenues from these programs will
decrease in 2001, as deliveries are made. Litton Guidance and
Control Systems, a division of Litton Industries, Inc. is a major
subcontractor for these SH-2G programs, being responsible for
providing avionics system hardware and integration software.
Litton has publicly stated that it is incurring additional costs to
perform its fixed price contract with the corporation for the
Australian program. Litton has also publicly expressed its
commitment to work with the corporation and the Australian
government to successfully complete the SH-2G program. Litton
submitted proposals for certain elements of its additional costs
during the first quarter of this year. Since then, the corporation
has either resolved with Litton the matters addressed in each
proposal or continued to pursue mutually appropriate resolution
with this subcontractor and the Australian government.
The corporation continues to provide on-site support in the
Republic of Egypt for ten (10) SH-2G helicopters that were
delivered in 1998 under that country's foreign military sale
agreement with the U.S. Navy.
The corporation continues its marketing program to build and
enhance familiarization with the SH-2's capabilities among various
foreign governments. This market is highly competitive and is also
influenced by economic and political conditions. The corporation
continues to pursue this business, including possible further
orders from current customers.
The SH-2 is an aircraft that was originally manufactured for the
U.S. Navy. This is no longer done; however, the U.S. Naval Reserve
maintains twelve (12) SH-2G aircraft active in its fleet. While
- 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)
these aircraft remain in service, the corporation will continue
providing logistics and spare parts support for the aircraft. The
corporation has taken a consignment of the U.S. Navy's inventory of
SH-2 spare parts; the initial agreement has been extended beyond
its scheduled September 1999 expiration date in the expectation
that the parties will eventually reach agreement on a longer term
arrangement. The overall objective is for the corporation to
provide further support of the U.S. Naval Reserve requirements
while having the ability to utilize certain inventory for
support of the corporation's other SH-2 programs.
The Aerospace segment also performs subcontract work for certain
airframe manufacturing programs and manufactures various
components, including self-lubricating bearings for use principally
in aircraft. During the first half of 2000, this business continued
to experience some softness due to a slowdown of growth trends in
the commercial aviation industry. The corporation has been
pursuing opportunities and during the first six months of this
year, the corporation has been awarded two (2) contracts with MD
Helicopters. The first contract is a multi-year program for
construction of fuselages for MD 500 and MD 600 commercial
helicopters with an estimated potential value of $100 million. The
second contract is also a multi-year program for the supply of
composite rotor blades for the MD Explorer (Registered Trademark)
helicopter with an estimated potential value, including options, of
$75 million.
During the first six months of this year, the corporation sold two
(2) K-MAX medium to heavy lift "aerial truck" helicopters to
operators in Germany and Austria, principally for logging and
general construction. During the past two years, the K-MAX program
has experienced market difficulties due in significant part to
conditions in the commercial logging industry, the aircraft's
principal application to date. The corporation continues its
efforts to refocus sales development on other global market
opportunities in industry and government, including oil and gas
exploration, power line and other utility construction, fire
fighting, law enforcement, and movement of equipment. During the
past year, the aircraft has experienced a few incidents in field
operations which have involved clutch damage. The causesof each
incident are still under investigation by the corporation and
appropriate authorities; however, as a precautionary measure, all
customer aircraft have been retrofit. The corporation is also
developing a modified clutch assembly for the aircraft. Overall,
management expects that successful sales development as well as
profitability for the entire program will take some time to
achieve.
- 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)
The Aerospace segment is continuing to implement "lean thinking"
strategies throughout the organization in order to further enhance
efficiency and reduce costs.
Music Distribution net sales increased 16.4% and 11.2% for the
quarter and six months ended June 30, 2000, respectively, compared
to the same periods of 1999, reflecting continued improvement in
domestic markets as well as some increase in demand
internationally.
Total operating profit for the corporation's segments for the
quarter ended June 30, 2000 increased 11.1% from the same quarter
of 1999; total operating profit for the segments for the six months
ended June 30, 2000 increased 12.4% compared to the same period of
1999. The second quarter of 1999 included the reversal of a $2.5
million reserve established in 1994 associated with Raymond
Engineering (now part of Kaman Aerospace). If this gain is not
included in the calculation, the segments' total operating profit
for the second quarter of 2000 increased 31.4% compared to the
second quarter of 1999, while the segments' total operating
profit for the six months ended June 30, 2000 increased 22% over
the comparable period of 1999. The results for 2000 are
principally attributable to increased sales and improved operating
efficiency in the Industrial Distribution segment, for which
operating profit increased 93.6% and 62.3% for the quarter and six
months ended June 30, 2000, respectively. If the reserve reversal
is not included in the calculation, operating profit for the
Aerospace segment increased 11.8% and 7.9% for the quarter and six
months ended June 30, 2000; the principal contributors to operating
profit during these periods were the aircraft structures and
components business and the SH-2G helicopter programs. Operating
profit for the Music Distribution business was up 37.4% and 22.2%
for the quarter and the six months ended June 30, 2000,
respectively, due to increased sales in that segment.
Net earnings for the second quarter of 2000 were $9.3 million
compared to $8.0 million for the second quarter of 1999. The
second quarter of 1999 included a gain from the Aerospace segment
reserve reversal described above. For the first six months of
2000, net earnings were $17.8 million, compared to $15.3 million a
year ago. If the reserve reversal is not included in earnings, the
1999 six months net earnings were $13.8 million.
For the six months ended June 30, 2000, interest income earned from
investment of surplus cash more than offset interest expense.
- 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)
The consolidated effective income tax rate was 36.0% for the first
six months of 2000 compared to 39.3% for the same period of 1999.
The corporation has not experienced any adverse impact upon its
business operations as a result of the arrival of the year 2000.
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 half of 2000, operating activities used cash,
primarily due to increases in accounts receivable for the Aerospace
segment's SH-2G helicopter program as well as accounts receivable
increases in the Industrial Distribution segment due to increased
sales. This was offset to some extent by a decrease in inventories
for the Aerospace segment and an increase in accounts payable in
the Industrial Distribution segment. During the six month period,
cash used in investing activities was for items such as acquisition
of machinery and computer equipment used in manufacturing and
distribution. Cash used by financing activities was primarily
attributable to the payment of dividends to common shareholders and
the sinking fund requirement for the corporation's debentures
(described below).
In February 2000, the corporation's board of directors approved a
stock repurchase program providing for repurchase of an additional
1.4 million Class A common shares for use in connection with
administration of the corporation's stock plans and for general
corporate purposes.
The corporation had $53.1 million in cash at June 30, 2000, with an
average of $58.5 million for the six month period. These funds
have been invested in high quality short term investments.
At June 30, the corporation had approximately $26.5 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.
-12-
<PAGE>
<PAGE>
The corporation maintains a revolving credit agreement involving a
group of domestic and foreign banks for borrowing purposes. 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. As of June 30, 2000, the corporation had no outstanding
borrowings under this agreement. In due course, the corporation
will plan to replace the expiring agreement with another
arrangement that meets its financing requirements.
Letters of credit are generally considered borrowings for purposes
of the revolving credit agreement. The governments of Australia
and New Zealand made advance payments of $104.3 million in
connection with their SH-2G contracts in 1997 and those payments
were fully secured by the corporation through issuance of
irrevocable letters of credit. At present, the face amount of
these letters of credit has been reduced to $46.2 million in
accordance with the terms of the relevant contracts. Further
reductions are anticipated as certain contract milestones are
reached.
Management believes that the corporation's cash flow from
operations and available unused bank line 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 global economic conditions; 5) the timing, degree and
scope of market acceptance for products such as a repetitive lift
helicopter; 6) U.S. industrial production levels; and 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-
<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 share computation
(27) Financial Data Schedule
(b) Reports on Form 8-K filed in the second quarter of
2000:
There have been no reports on Form 8-K filed
during the quarter ended June 30, 2000.
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 10, 2000 By Paul R. Kuhn
President and
Chief Executive Officer
(Duly Authorized Officer)
Date: August 10, 2000 By Robert M. Garneau
Executive Vice President and
Chief Financial Officer
- 14 -
<PAGE>
<PAGE>
KAMAN CORPORATION AND SUBSIDIARIES
Index to Exhibits
Exhibit 11 Earnings Per Share Computation Attached
Exhibit 27 Financial Data Schedule Attached
- 15 -
<PAGE>
