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UNITED STATES 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, 2003.
--------------
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 as specified in its charter)
Connecticut 06-0613548
- -------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1332 Blue Hills Avenue
Bloomfield, Connecticut 06002
----------------------------------------
(Address of principal executive offices)
(860) 243-7100
--------------------------------------------------
Registrant's telephone number, including area code
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2)
Yes x No
--- ---
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, 2003:
Class A Common 21,878,223
Class B Common 667,814
Page 1 of 31 Pages
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets(In thousands)
Assets March 31, 2003 December 31, 2002
------ ------------------ -------------------
Current assets:
Cash and cash equivalents $ 8,224 $ 5,571
Accounts receivable 217,515 195,857
Inventories:
Contracts and other
work in process $ 69,263 61,917
Finished goods 6,674 7,742
Merchandise for resale 94,556 170,493 95,056 164,715
------- -------
Income taxes receivable - 5,192
Deferred income taxes 28,459 28,450
Other current assets 13,762 14,460
------- -------
Total current assets 438,453 414,245
Property, plant & equip., at cost 151,358 161,918
Less accumulated depreciation
and amortization 97,261 100,283
------- -------
Net property, plant & equipment 54,097 61,635
Goodwill and other intangible assets 49,987 50,994
Other assets, net 8,610 8,666
------- -------
Total assets $551,147 $535,540
======= =======
- 2 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets(In thousands) (continued)
March 31, 2003 December 31, 2002
------------------ -------------------
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
Notes payable, incl. current
portion of long-term debt $ 12,233 $ 10,307
Accounts payable 52,981 46,664
Accrued contract loss 26,758 26,674
Accrued restructuring costs 7,514 7,594
Other accrued liabilities 20,947 23,583
Advances on contracts 20,792 22,318
Other current liabilities 20,289 19,954
Income taxes payable 5,260 -
------- -------
Total current liabilities 166,774 157,094
Long-term debt, excl. current portion 54,235 60,132
Other long-term liabilities 26,314 26,367
Shareholders' equity 303,824 291,947
------- -------
Total liabilities and
Shareholders' Equity $551,147 $535,540
======= =======
See accompanying notes to condensed consolidated financial statements.
- 3 -
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)
For the Three Months
Ended March 31,
--------------------
2003 2002
---- ----
Net sales $216,010 $223,093
Costs and expenses:
Cost of sales 159,956 162,683
Selling, general and
administrative expense 49,137 51,407
Other operating (income)/expense, net (273) (270)
Net gain on sale of product line and
other assets (16,849) -
Interest expense, net 768 446
Other expense, net 405 216
-------- --------
193,144 214,482
-------- --------
Earnings before income taxes 22,866 8,611
Income taxes 8,900 3,270
-------- --------
Net earnings $ 13,966 $ 5,341
======== ========
Net earnings per share:
Basic $ .62 $ .24
Diluted $ .60 $ .24
======== ========
Dividends declared per share $ .11 $ .11
======== ========
See accompanying notes to condensed consolidated financial statements.
- 4 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Condensed Consolidated Statements of Cash Flows
(In thousands)
For the Three Months
Ended March 31,
--------------------
2003 2002
--------- --------
Cash flows from operating activities:
Net earnings $ 13,966 $ 5,341
Depreciation and amortization 2,626 2,760
Net gain on sale of product line and other assets (16,849) -
Other, net 191 896
Changes in current assets and liabilities,
excluding effects of divestiture:
Accounts receivable (24,209) (21,565)
Inventory (7,108) 5,166
Income taxes receivable 5,192 -
Accounts payable 6,393 (7,849)
Advances on contracts (747) 2,069
Income taxes payable 5,260 2,296
Changes in other current assets and liabilities (1,510) (5,779)
-------- --------
Cash provided by (used in) operating
activities (16,795) (16,665)
-------- --------
Cash flows from investing activities:
Proceeds from sale of product line and other assets 28,021 -
Expenditures for property, plant & equipment (1,789) (1,361)
Acquisition of business, less cash acquired - (1,724)
Other, net (461) (41)
-------- --------
Cash provided by (used in) investing
activities 25,771 (3,126)
-------- --------
- 5 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Condensed Consolidated Statements of Cash Flows (continued)
(In thousands)
For the Three Months
Ended March 31,
--------------------
2003 2002
--------- --------
Cash flows from financing activities:
Changes to notes payable 1,926 238
Reductions to long-term debt (5,897) (1,660)
Dividends paid (2,471) (2,451)
Purchases of treasury stock (205) -
Proceeds from sale of stock 324 438
-------- --------
Cash provided by (used in) financing
activities (6,323) (3,435)
-------- --------
Net increase (decrease) in cash and cash equivalents 2,653 (23,226)
Cash and cash equivalents at beginning of period 5,571 30,834
-------- --------
Cash and cash equivalents at end of period $ 8,224 $ 7,608
======== ========
See accompanying notes to condensed consolidated financial statements.
- 6 -
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, 2002 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 2002 Annual Report.
Cash Flow Items
- ---------------
Cash payments for interest were $1,168 and $911 for the three
months ended March 31, 2003 and 2002, respectively. Cash
payments (refunds) for income taxes for the comparable periods
were $(1,568) and $236, respectively.
Comprehensive Income
- --------------------
Comprehensive income was $14,023 and $5,347 for the three months
ended March 31, 2003 and 2002, respectively. Comprehensive
income includes net earnings plus foreign currency translation
adjustments.
Net Gain on Sale of Product Line
- --------------------------------
On January 15, 2003, the corporation sold its electric motor and
drive business to DRS Technologies, Inc. The results for the
first quarter 2003 include an after-tax gain of $10,100 as a
result of this transaction.
- 7 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Notes to Condensed Consolidated Financial Statements
(In thousands)
Accounts Receivable
- -------------------
Accounts receivable consist of the following:
March 31, December 31,
2003 2002
-------- -----------
Trade receivables, net of allowance
for doubtful accounts of
$2,911 in 2003, $2,853 in 2002 $ 80,127 $ 72,471
U.S. Government contracts:
Billed 15,387 11,607
Recoverable costs and accrued profit
- not billed 20,326 21,225
Commercial and other government contracts:
Billed 26,478 21,628
Recoverable costs and accrued profit
- not billed 75,197 68,926
-------- --------
Total $217,515 $195,857
======== ========
- 8 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Notes to Condensed Consolidated Financial Statements
(In thousands)
Shareholders' Equity
- --------------------
Changes in shareholders' equity were as follows:
Balance, January 1, 2003 $291,947
Net earnings 13,966
Foreign currency translation adjustment 57
--------
Comprehensive income 14,023
Dividends declared (2,478)
Purchase of treasury stock (205)
Employee stock plans 537
--------
Balance, March 31, 2003 $303,824
========
Restructuring Costs
- -------------------
The following table displays the activity and balances of these
pre-tax charges as of March 31, 2003:
Deductions
----------
Balance at Cash Non-Cash Balance at
December 31, 2002 Payments Charges March 31, 2003
----------------- -------- -------- --------------
Restructuring costs
- -------------------
Employee termination
benefits $ 2,594 $ 80 $ - $ 2,514
Facility closings 5,000 - - 5,000
------ ------ ------ ------
Total restructuring
costs $ 7,594 $ 80 $ - $ 7,514
====== ====== ====== ======
- 9 -
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:
For the Three Months
Ended March 31,
-------------------------
2003 2002
--------- ---------
Net sales:
Aerospace $ 61,724 $ 75,601
Industrial Distribution 120,266 117,441
Music Distribution 34,020 30,051
-------- --------
$216,010 $223,093
======== ========
Operating profit:
Aerospace $ 7,210 $ 9,150
Industrial Distribution 2,797 2,593
Music Distribution 1,847 1,355
-------- --------
11,854 13,098
Interest, corporate and
other expense, net (5,837) (4,487)
Gain on sale of product line
and other assets 16,849 -
-------- --------
Earnings before income taxes $ 22,866 $ 8,611
======== ========
March 31, December 31,
2003 2002
-------- --------
Identifiable assets:
Aerospace $317,735 $308,275
Industrial Distribution 147,231 144,585
Music Distribution 68,785 68,448
Corporate 17,396 14,232
-------- --------
$551,147 $535,540
======== ========
- 10 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 1. Financial Statements, Continued:
Stock Option Accounting
- -----------------------
The following table reflects pro forma net earnings and earnings
per share had the company elected to record employee stock option
expense based on the fair value methodology:
For the Three Months
Ended March 31,
-------------------------
2003 2002
-------- --------
Net earnings:
As reported $13,966 $ 5,341
Less stock option expense (316) (347)
Tax effect 123 132
------ ------
Pro forma net earnings $13,773 $ 5,126
====== ======
Earnings per share - basic:
As reported 0.62 0.24
Pro forma after option expense 0.61 0.23
Earnings per share - diluted:
As reported 0.60 0.24
Pro forma after option expense 0.60 0.23
These pro forma amounts may not be representative of future
disclosures since the estimated fair value of stock options is
amortized to expense over the vesting period, and additional
options may be granted in future years. The pro forma amounts
assume that the company had been following the fair value
approach since the beginning.
- 11 -
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 net sales for the three months ended March 31, 2003
were $216.0 million compared to $223.1 million for the same period
of 2002. Results for the quarter reflect continuing economic
uncertainty, weakness in commercial aerospace markets, concerns
about the war in Iraq and its aftermath, and rising energy costs.
Aerospace segment net sales were $61.7 million for the first
quarter of 2003 (including $7.1 million from acquisitions made
during the past year) compared to $75.6 million in the comparable
2002 quarter (which included $6.8 million from two operations that
have been sold in the past year), principally due to weakness in
commercial aerospace markets, the wind down of the New Zealand SH-
2G program (which is essentially completed) and the Australia SH-2G
program (which is nearing completion), and lack of new SH-2G
production orders or K-MAX helicopter sales in the quarter.
The Aerospace segment's programs include helicopter manufacturing
along with spare parts and support; aerostructure and helicopter
subcontract work as well as manufacture of components such as self-
lubricating bearings and drive-line couplings for aircraft
applications; and advanced technology products.
The corporation's helicopter programs include the SH-2G multi-
mission maritime helicopter and the K-MAX medium-to-heavy external
lift helicopter. This business generated sales of $17.7 million in
the first quarter (about 29% of Aerospace segment sales) compared
to $24.5 million in the same period last year (approximately 33% of
the segment's sales). The SH-2G remanufactured helicopter
constitutes virtually all of the segment's helicopter program
sales. SH-2G helicopter programs are currently in process for the
governments of Australia, New Zealand and Poland.
Work continues on the SH-2G (A) program for Australia which
involves eleven helicopters with support, including a support
services facility, for the Royal Australian Navy (RAN). The total
contract has an anticipated value of about $711 million (US). The
helicopter production portion of the program is valued at
approximately $590 million, of which about 93% has been recorded as
sales through March 31, 2003. As previously reported, this contract
is now in a loss position due to a $25.0 million charge taken in
- 12 -
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 second quarter of 2002 and a $31.2 million pre-tax charge taken
in the second quarter of 2001, both primarily associated with an
increase in anticipated costs to complete the program.
Ten of the aircraft are substantially complete; the corporation has
retained the eleventh aircraft for test purposes. All of the
aircraft lack the full Integrated Tactical Avionics System (ITAS)
software because of a contract dispute with the original software
supplier. The corporation has retained replacement subcontractors
that are in the process of completing that element of the program
while the corporation now has responsibility for aircraft system
integration (previously a subcontracted task). The corporation and
the RAN have agreed on a plan for phased acceptance of the aircraft
and completion of aircraft deliveries. Under the agreement, phased
acceptance is contingent upon the RAN's satisfaction with the
company's progress with respect to certain important project
milestones during 2003. The corporation continues to expect that
the software will be fully completed, installed and operational on
all of the Australia aircraft by the end of 2004.
The program for New Zealand, involving five aircraft with support
to serve the Royal New Zealand Navy, is essentially complete as the
fifth and final aircraft was accepted by the New Zealand government
in the first quarter of 2003. The contract has an anticipated value
of about $189 million (US), of which about 98% has been recorded as
revenue through March 31, 2003.
The corporation is continuing work on a small program to refurbish
four existing SH-2G aircraft previously in service with the U.S.
Navy Reserves to operate aboard two Polish Navy frigates. The
program involves reactivation of the aircraft, training, and
logistics support, including delivery of initial spares components.
Reactivation of two aircraft was completed in the fourth quarter of
2002 and they have been accepted. The balance of the program is
scheduled for completion by the third quarter of 2003.
The corporation is also participating in a competition to supply up
to six search and rescue helicopters to the Egyptian government and
is proposing to supply remanufactured SH-2Gs for that requirement.
The corporation's involvement in this process began in early 1999.
Based upon discussions with Egyptian officials in the past few
months, management believes that the selection process is being
further delayed and is not likely to result in an award
announcement in 2003.
- 13 -
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 is actively pursuing other opportunities for the
SH-2G helicopter in the international defense market. This market
is highly competitive and heavily influenced by economic and
political conditions. However, management continues to believe
that the aircraft is in a good competitive position to meet the
specialized needs of navies around the world that operate smaller
ships for which the SH-2G is ideally sized.
The corporation also maintains a consignment of the U.S. Navy's
inventory of SH-2 spare parts under a multi-year agreement that
provides the corporation the ability to utilize certain inventory
for support of its SH-2G programs.
Based upon a market evaluation of the K-MAX helicopter program
which followed several years of significant market difficulties,
management made a determination in the second quarter of 2002 that
it would produce additional aircraft only upon firm order by a
customer and would pursue both a sale and short-term lease program
for existing new and used K-MAX aircraft inventory. No sales or
leases for the aircraft were entered into during the first quarter
of 2003.
The Aerospace segment also performs aerostructure and helicopter
subcontract work for a variety of aerospace manufacturers and
produces proprietary self-lubricating bearings. This business
generated sales of $32.2 million in the first quarter of 2003
(about 52% of Aerospace segment sales) compared to $35.0 million
for same period a year ago (about 46% of this segment's sales).
This element of the segment is an area of strategic emphasis for
the corporation; however, performance continues to be adversely
affected by weakness in the commercial aerospace market.
Aerostructures subcontract work involves commercial and military
aircraft programs. Current programs include production of
assemblies such as wing structures and other parts for virtually
all Boeing commercial aircraft and the C-17 military transport.
Helicopter subcontract work involves commercial helicopter
programs. Current work includes multi-year contracts for
production of fuselages and rotor systems for various MD
Helicopters, Inc. (MDHI) aircraft. Total orders received from MDHI
are running at significantly lower rates than originally
anticipated due to lower than expected demand. The corporation has
- 14 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
developed a large investment in its contracts with MDHI (including
receivables, start-up costs, and other program expenditures) and
has experienced difficulty with receipt of payments from this
customer. Management is concerned about this exposure and is
working with MDHI in an effort to address their payment issues.
The segment manufactures proprietary self-lubricating bearings used
in aircraft flight controls, turbine engines and landing gear and
produces driveline couplings for helicopters. This business
continues to be affected by the drop-off in commercial and regional
aircraft manufacturing, although the effect has been offset to some
degree by increases in commercial aftermarket and military
programs. The corporation strengthened its presence in European
markets in July 2002 with the acquisition of RWG Frankenjura-
Industrie Flugwerklager GmbH ("RWG"), a German specialty bearing
manufacturer, whose largest customer is Airbus Industrie.
The Aerospace segment also produces advanced technology products
and this portion of the segment's business is expected to benefit
from increased defense spending as materiel used in the war in Iraq
is replenished. Sales for the first quarter of 2003 were $11.8
million (approximately 19% of Aerospace segment sales) compared to
$16.1 million in the prior year period (21% of this segment's
sales). These products involve systems, devices and assemblies for
a variety of military and commercial applications, including safe,
arm and fuzing devices for several missile and bomb programs; high
reliability memory systems for airborne, shipboard, and ground-
based programs; precision non-contact measuring systems for
industrial and scientific use; and electro-optic systems for mine
detection and other applications.
The corporation's Dayron operation, which was acquired in July
2002, is a weapons fuze manufacturer for a variety of munitions
programs and has the contract to develop a fuze for the U.S. Air
Force and Navy Joint Programmable Fuze (JPF) program. As a result
of qualification test results received during the first quarter of
2003, the corporation is implementing certain changes to the fuze
production process. The customer has also requested incorporation
of a modification to the fuze and management currently expects to
complete the changes and resume final qualification testing by
early in the third quarter of 2003.
In the third quarter of 2002, the corporation was selected to
participate on a Northrop Grumman-led team for a U.S. Navy program
- 15 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
to design and develop the Rapid Airborne Mine Clearance System, a
helicopter-borne clearance capability system for near surface and
surface moored sea mines that will provide airborne mine defense
for carrier battle groups and amphibious ready groups. The
corporation will be responsible for the laser-based target sensor
subsystem development. The 36-month subcontract is valued at
approximately $7.6 million. In October of 2002, the corporation was
selected to participate with the University of Arizona to build a
collimator, a device used for testing large optical systems in a
vacuum environment. The corporation's portion of the five-year
contract is valued at about $12.8 million, with the majority of the
work expected to occur in 2003.
The corporation has divested two non-core portions of the Aerospace
segment in the past twelve months. Specifically, in the second
quarter of 2002, the corporation sold its microwave products line.
That product line was formerly associated with the Kaman Sciences
Corp. subsidiary which was sold in 1997. Microwave product sales
were about $1.9 million in the first quarter of 2002. In January
2003, the corporation sold its Electromagnetics Development Center
(EDC), an electric motor and drive business that had sales of
approximately $4.9 million in the first quarter 2002. This
operation is part of the industry team selected by the U.S. Navy to
design the integrated electric drive system for the Navy's DD(X)
next generation surface vessel.
Industrial Distribution segment net sales for the first quarter of
2003 were $120.3 million (including $1.3 million from an
acquisition made in March 2002) compared to $117.4 million a year
ago. Since the segment's customers include nearly every sector of
U.S. industry, this business is influenced by industrial production
levels and has been adversely affected by continuing uncertainty in
the economy. Cost reduction activity has helped the segment remain
profitable during this period and management believes that when
economic recovery occurs, the segment will be in a good position to
benefit due to its lean operating posture.
In the past, the Industrial Distribution segment has been one of
numerous defendants in a few "John Doe" type legal proceedings
generally relating to parts allegedly supplied to the U.S. Navy's
shipyard in San Diego, California by a predecessor company over 25
years ago, that may have contained asbestos. The corporation
settled those few claims for nominal amounts with contribution by
insurance carriers. There was an increase in the number of claims
in the third quarter of 2002, however since then the rate of new
- 16 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
claims has declined. Management believes that the Industrial
Distribution segment has good defenses to these claims, which it
intends to assert and does not currently expect that this situation
will have a material adverse effect on the corporation.
Music Distribution segment net sales for the first quarter of 2003
were $34.0 million, including $4.0 million from the acquisition of
Latin Percussion, Inc. ("LP") in October 2002, compared to $30.1
million for the same period last year, which management considers
to be reasonably good performance considering current economic
circumstances. The LP operation has now been integrated into the
segment and is providing a solid contribution to sales and
earnings.
The corporation's segments, in total, had net operating profits of
$11.9 million for the first quarter of 2003 compared to $13.1
million the previous year.
For the first quarter of 2003, the Aerospace segment had operating
profits of $7.2 million compared to $9.2 million last year.
These results reflect reduced revenues in the segment's helicopter
programs and weakness in the commercial aerospace market. As a
whole, the Aerospace segment is experiencing a production void
generated by the winding down of the New Zealand and Australian
helicopter programs, the absence of new helicopter production
orders and continued softening in the commercial aerospace market.
Because of the lower production levels, which continued throughout
the first quarter of 2003, overhead expenditures are being absorbed
at higher rates by active programs, which has resulted in higher
costs and generally lower profitability for those programs. As
previously reported, this condition has necessitated significant
measures which are being taken to maintain Aerospace segment
profitability during this period, including staff reductions and
other cost-cutting measures in an attempt to bring operating
overheads in line with a lower revenue base. These actions are
expected to continue, along with the previously announced closure
of the corporation's aircraft manufacturing plant in Moosup,
Connecticut, by the end of 2003. In connection with that plant
closure, the corporation recorded a charge of about $3.3 million in
the second quarter of 2002 relating to severance costs at the
Moosup and Bloomfield, Connecticut locations which is expected to
involve the separation from service of approximately 400 employees
(of which $776 thousand had been paid for 131 such separations as
- 17 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
of March 31, 2003). The work performed at the Moosup facility will
be relocated to other company facilities. As a result, in the
first quarter of 2003, the corporation incurred $700 thousand in
ongoing costs related to these relocation and recertification
activities.
Operating profits in the Industrial Distribution segment were $2.8
million in the first quarter of 2003 compared to $2.6 million in
the prior year period. These results reflect continuing pricing
pressures in the marketplace and continuing difficult economic
conditions affecting the segment's customer base. The industry's
practice of providing vendor incentives (i.e., vendors provide
inventory purchase rebates to distributors at specified volume-
purchasing levels) continues to be an important contributor to this
segment's operating profits.
The Music Distribution segment's operating profits for the first
quarter of 2003 were $1.8 million compared to $1.4 million the
previous year, primarily due to the addition of LP.
Net earnings for the first quarter were $14.0 million, or $0.60 per
share diluted, compared to $5.3 million, or $0.24 per share diluted
the previous year. First quarter 2003 results include an after-tax
gain of $10.1 million, or $0.45 on a per share basis, from the sale
of the EDC operation in January 2003.
For the quarter ended March 31, 2003, interest expense was about
$788 thousand compared to $536 thousand for the previous year's
quarter.
The consolidated effective income tax rate for the period ended
March 31, 2003 was 38.9% compared to 38.0% for the same quarter
last year.
The corporation has not been required to make a contribution to its
tax-qualified defined benefit pension plan since 2000. As a result
of market conditions, the corporation expects to expense
approximately $2.9 million in 2003 and make a contribution of
$1.4 million for 2003, based upon the asset value of the pension
trust fund as of December 31, 2002.
CRITICAL ACCOUNTING POLICIES
- ----------------------------
The preparation of consolidated financial statements in conformity
with accounting principles generally accepted in the United States
- 18-
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations Continued)
of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant accounting
policies are disclosed in the Notes to Consolidated Financial
Statements in the corporation's Annual Report on Form 10-K for the
year ended December 31, 2002. The most significant current areas
involving management judgments and estimates are described below.
Actual results could differ from those estimates.
LONG-TERM CONTRACTS - REVENUE RECOGNITION
- -----------------------------------------
Sales and estimated profits under long-term contracts are
principally recognized on the percentage-of-completion method of
accounting, generally using either a ratio that costs incurred bear
to estimated total costs, after giving effect to estimates of costs
to complete based upon most recent information for each contract,
or units-of-delivery as the measurement basis for effort
accomplished. Reviews of contracts are made regularly
throughout their lives and revisions in profit estimates are
recorded in the accounting period in which the revisions are made.
Any anticipated contract losses are charged to operations when
first indicated.
ACCOUNTS RECEIVABLE
- -------------------
Trade accounts receivable consist of amounts billed and currently
due from customers. The allowance for doubtful accounts reflects
management's best estimate of probable losses inherent in the trade
accounts receivable balance. Management determines the allowance
for doubtful accounts based on known troubled accounts, historical
experience, and other currently available evidence. Billed amounts
for U.S. Government, commercial, and other government contracts
consist of amounts billed and currently due from customers.
Recoverable costs and accrued profit - not billed for U.S.
Government, commercial, and other government contracts primarily
relate to costs incurred on contracts which will become billable
upon future deliveries, achievement of specific contract milestones
or completion of engineering and service type contracts.
- 19 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
INVENTORIES
- -----------
Inventory of merchandise for resale is stated at cost (using the
average costing method) or market, whichever is lower. Contracts
and work in process, and finished goods are valued at production
cost represented by material, labor and overhead, including general
and administrative expenses where applicable. Contracts and work in
process, and finished goods are not recorded in excess of net
realizable values.
GOODWILL AND OTHER INTANGIBLE ASSETS ACCOUNTING
- -----------------------------------------------
Goodwill and certain other intangible assets are no longer required
to be amortized but rather are evaluated at least annually for
impairment. The corporation utilizes discounted cash flow models to
determine fair value used in the goodwill and other intangible
asset impairment evaluations. Management's estimates of fair value
are based upon factors such as projected sales and cash flows and
other elements requiring significant judgments. The corporation
utilizes the best available information to prepare its estimates
and perform impairment evaluations; however, actual results could
differ significantly, resulting in the future impairment of
recorded goodwill and other intangible asset balances.
VENDOR INCENTIVES
- -----------------
The corporation enters into agreements with certain vendors
providing for inventory purchase rebates that are generally earned
upon achieving specified volume-purchasing levels. The corporation
recognizes these rebates as a reduction in cost of goods sold as
rebates are earned. While management believes that the corporation
will continue to receive rebates from vendors, there can be no
assurance that vendors will continue to provide comparable amounts
in the future.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
For the first quarter of 2003, operating activities used a net
$16.8 million of cash, principally due to increased accounts
receivable and inventories in the Aerospace segment and increased
accounts receivable in the Industrial Distribution segment. In the
- 20 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
Aerospace segment, accounts receivable increased primarily due to
the Australia SH-2G program and certain Boeing programs. This was
offset primarily by a decrease in income taxes receivable and an
increase in income taxes payable, and to some degree by increases
in accounts payable, mostly in the Industrial Distribution segment.
During the first quarter of 2003, the largest element of cash
provided from investing activities consisted of the proceeds from
the sale of the EDC operation in January of 2003. Cash used in
financing activities for the first quarter of 2003 consisted of
reductions in long-term debt and payments of dividends to
shareholders.
At March 31, 2003, the corporation had $21.6 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.
In November 2000, the corporation's board of directors approved a
replenishment of the corporation's stock repurchase program,
providing for repurchase of an aggregate of 1.4 million Class A
common shares for use in administration of the corporation's
stock plans and for general corporate purposes. As of March 31,
2003, a total of about 269,000 shares had been repurchased under
this replenishment program.
The corporation maintains a revolving credit agreement involving a
group of financial institutions. The agreement provides a maximum
unsecured line of credit of $225 million which consists of a $150
million commitment for five years, and a $75 million commitment
under a "364 day" arrangement which is renewable annually for an
additional 364 days, upon the consent of the banks. The entire
facility expires in 2005. The $75 million commitment was renewed in
November 2002. The most restrictive of the covenants contained in
the agreement requires the corporation to have EBITDA, as defined,
at least equal to 300% of net interest expense, on the basis of a
rolling four quarters and a ratio of consolidated total
indebtedness to total capitalization of not more than 55%. Late in
the second quarter of 2002, an amendment to the revolving credit
agreement was entered into, under which the non-cash portion of
charges taken in the second quarter of 2002 were excluded from the
financial covenant calculations.
- 21 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
Letters of credit are generally considered borrowings for purposes
of the revolving credit agreement. A total of $49.0 million in
letters of credit were outstanding at March 31, 2003, much of which
is related to the Australia SH-2G program. Further reductions to
the Australia letters of credit are anticipated as mutually agreed
performance milestones are reached under an agreement between the
corporation and the Australian government regarding the process for
completion of delivery of the SH-2G(A) aircraft with the full ITAS
software.
Total average bank borrowings were $39.9 million for the first
quarter of 2003 compared to $3.4 million in the same period of
2002. During 2002, cash in the amount of $51.2 million was used
for the acquisitions of RWG and Dayron in the Aerospace segment, a
sixty percent interest in Delamac de Mexico S.A. de C.V. in the
Industrial Distribution segment, and LP in the Music Distribution
segment. In connection with the acquisition of RWG, in July 2002
the corporation established a 9.5 million Euro term loan and
revolving credit facility with one of its revolving credit
agreement lenders having offices in London. In general, the
agreement contains the same financial covenants as the revolving
credit agreement described previously and the term of this facility
will expire at the same time as the revolving credit agreement.
Management believes that the corporation's annual 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 recurring 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, aerostructures and helicopter subcontract
programs and components, advanced technology products, including
fuzes for the JPF program, the industrial and music distribution
businesses, operating cash flow, 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 competitions and
thereafter contract negotiations with government authorities,
including foreign governments; 2) political developments in
- 22 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
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) attainment of remaining project milestones
and satisfactory completion of the Australian SH-2G(A) program; 6)
recovery of the corporation's investment in the MD Helicopter, Inc.
contracts; 7) actual costs for moving equipment and re-certifying
products and processes in connection with closure of the Moosup,
Connecticut facility; 8) JPF program final qualification test
results and receipt of production orders; 9) achievement of
enhanced business base in the Aerospace segment in order to better
absorb overhead; 10) successful sale or lease of existing K-MAX
inventory; 11) the impact of acquisitions upon the corporation's
businesses and the profitable integration of such acquired
operations; 12) U.S. industrial production levels; 13) changes in
supplier sales or vendor incentive policies; 14) the effect of
price increases or decreases; 15) aftermath of the war in Iraq;
and 16) currency exchange rates, taxes, changes in laws and
regulations, interest rates, inflation rates, general business
conditions and other factors. Any forward-looking information
should be considered with these factors in mind.
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
There has been no significant change in the corporation's exposure
to market risk during the quarter ended March 31, 2003. Please see
the corporation's annual report on Form 10-K for the year ended
December 31, 2002 for discussion of the corporation's exposure to
market risk.
- 23 -
KAMAN CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Continued
Item 4. Controls and Procedures
The corporation maintains controls and other procedures designed to
provide assurance that information required to be disclosed by the
corporation in the reports that it files or submits under the
Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported upon in a timely manner. Several
members of management form an integral part of this process,
including the Chief Executive Officer and the Chief Financial
Officer.
The Chief Executive Officer and the Chief Financial Officer have
evaluated these controls and procedures within the past 90 days and
as of April 15, 2003, they concluded that such controls and
procedures are effective. There have been no significant changes in
the corporation's internal controls or in other factors that could
significantly affect these controls and procedures subsequent to
April 15, 2003.
- 24 -
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 15, 2003. Following is a
brief description of each matter voted upon at the meeting:
1. Election of Directors
---------------------
The following eleven (11) individuals were elected directors of the
Corporation to serve until the next annual meeting and until their
successors have been elected:
Brian E. Barents E. Reeves Callaway III John A. DiBiaggio
Huntington Hardisty Edwin A. Huston C. William Kaman II
Eileen S. Kraus Paul R. Kuhn Walter H. Monteith, Jr.
Wanda Lee Rogers Richard J. Swift
For each director, the Class B shareholders voted 573,240 shares in
favor, none against, with no abstentions and no broker non-votes.
2. Ratification of KPMG LLP Appointment
------------------------------------
A proposal to ratify the appointment of KPMG LLP as the
Corporation's auditors during the ensuing year was adopted by the
Class B shareholders who voted 573,240 in favor, none against, with
no abstentions and no broker non-votes.
- 25-
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
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer
(b) Report on Form 8-K filed in the first quarter of
2003:
(1) A report on Form 8-K was filed on January 15,
2003, reporting that the company had sold its
electric motor and drive business to DRS
Technologies, Inc.
(c) Report on From 8-K filed subsequent to the first
quarter of 2003:
(1) A report on Form 8-K was filed on April 15,
2003 reporting the company's financial results
for the quarter ended March 31, 2003 and
describing actions taken at the shareholders'
meeting on April 15, 2003.
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 7, 2003 By: /s/ Paul R. Kuhn
-----------------------------
Paul R. Kuhn
Chairman, President and
Chief Executive Officer
(Duly Authorized Officer)
Date: May 7, 2003 By: /s/ Robert M. Garneau
-----------------------------
Robert M. Garneau
Executive Vice President and
Chief Financial Officer
- 26 -
KAMAN CORPORATION AND SUBSIDIARIES
CERTIFICATIONS
I, Paul R. Kuhn, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Kaman Corporation [the "Registrant"];
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
- 27 -
KAMAN CORPORATION AND SUBSIDIARIES
CERTIFICATIONS Continued
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
Date: May 7, 2003 By: /s/ Paul R. Kuhn
-----------------------------
Paul R. Kuhn
Chairman, President and
Chief Executive Officer
- 28-
KAMAN CORPORATION AND SUBSIDIARIES
CERTIFICATIONS Continued
I, Robert M. Garneau, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Kaman Corporation [the "Registrant"];
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
- 29 -
KAMAN CORPORATION AND SUBSIDIARIES
CERTIFICATIONS Continued
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
Date: May 7, 2003 By: /s/ Robert M. Garneau
-----------------------------
Robert M. Garneau
Executive Vice President and
Chief Financial Officer
- 30 -
KAMAN CORPORATION AND SUBSIDIARIES
Index to Exhibits
Exhibit 11 Earnings Per Share Computation Attached
Exhibit 99.1 Certification of Chief Executive Officer Attached
Exhibit 99.2 Certification of Chief Financial Officer Attached
- 31