kamn-20200810
0000054381false00000543812020-08-102020-08-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):August 10, 2020
KAMAN CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut001-3541906-0613548
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
1332 Blue Hills Avenue,Bloomfield,Connecticut06002
(Address of principal executive offices)(Zip Code)
(860) 243-7100
(Registrant’s telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock ($1 par value)KAMNNew York Stock Exchange LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





Item 2.02. Results of Operations and Financial Condition

On August 10, 2020, the Company issued a press release summarizing the Company's financial results for the fiscal quarter ended July 3, 2020. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

A conference call has been scheduled for tomorrow, August 11, 2020, at 8:30 AM ET. Listeners may access the call live by telephone at (844) 473-0975 and from outside the U.S. at (562) 350-0826 using the Conference ID: 8209118; or, via the Internet at www.kaman.com. A replay will also be available two hours after the call and can be accessed at (855) 859-2056 or (404) 537-3406 using the Conference ID: 8209118. In its discussion, management may reference certain non-GAAP financial measures related to company performance. A reconciliation of that information to the most directly comparable GAAP measures is provided in the press release, furnished herewith, a copy of which can be accessed in the investor relations section of the Company's website.

Item 9.01. Financial Statements and Exhibits

        (c) Exhibits

         The following document is furnished as an Exhibit pursuant to Item 2.02 hereof:

Exhibit 99.1 - Press Release of the Company, dated August 10, 2020, regarding financial performance for the fiscal quarter ended July 3, 2020.



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 hereunto duly authorized.

KAMAN CORPORATION
By:/s/ Robert D. Starr
Robert D. Starr
Executive Vice President and
Chief Financial Officer
Date: August 10, 2020



KAMAN CORPORATION AND SUBSIDIARIES

Index to Exhibits
ExhibitDescription
99.1Attached
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101

Document
Exhibit 99.1
NEWS RELEASE
Kaman Corporation
1332 Blue Hills Avenue
Bloomfield, CT USA
P 860.243.7100
www.kaman.com
KAMAN REPORTS 2020 SECOND QUARTER RESULTS

Second Quarter Highlights:
Net sales from continuing operations of $177.9 million, up 1.8% over prior year period
Organic sales from continuing operations* of $159.8 million, down 8.5% over prior year period
Net loss from continuing operations of $0.1 million
Adjusted EBITDA from continuing operations* up 40.5% to $23.9 million, or 13.4% of sales
Diluted earnings per share from continuing operations of $0.00, or $0.36 adjusted*

BLOOMFIELD, Conn. (August 10, 2020) - Kaman Corp. (NYSE:KAMN) today reported financial results for the second fiscal quarter ended July 3, 2020.
Table 1. Summary of Financial Results (unaudited)
In thousands except per share amountsFor the Three Months Ended
July 3,
2020
June 28,
2019
Change
Net sales from continuing operations$177,890  $174,712  $3,178  
Operating income from continuing operations:  
Operating (loss) income from continuing operations$(2,770) $10,575  $(13,345) 
% of sales
(1.6)%6.1 %(7.7)%
Adjustments$16,382  $206  $16,176  
Adjusted operating income from continuing operations*$13,612  $10,781  $2,831  
% of sales
7.7 %6.2 %1.5 %
Adjusted EBITDA from continuing operations*:
(Loss) earnings from continuing operations$(100) $6,389  $(6,489) 
Adjustments24,017  10,635  13,382  
Adjusted EBITDA from continuing operations*$23,917  $17,024  $6,893  
% of sales
13.4 %9.7 %3.7 %
Earnings per share from continuing operations:
Diluted earnings per share from continuing operations$0.00  $0.23  $(0.23) 
Adjustments0.36  (0.07) 0.43  
Adjusted diluted earnings per share from continuing operations*$0.36  $0.16  $0.20  



Neal J. Keating, Chairman, President and Chief Executive Officer, commented, “ Our second quarter results reflect the resiliency of our business and the tremendous execution of our team given the challenges presented during the period. We recorded GAAP diluted earnings per share of $0.00 in the quarter; however, when adjusted for the acquisition purchase accounting, restructuring and severance costs, and net costs associated with our transition services agreement we earned diluted earnings per share of $0.36, a 125% increase over the adjusted diluted earnings per share* of $0.16 earned in the second quarter of 2019. This was driven in large part by cost control efforts, strong gross margin performance in excess of 30%, and the pension benefit recorded during the period.

While sales for the quarter were impacted by the economic slowdown caused by COVID-19 across a number of our end markets, we continued to see strength in our defense markets which account for approximately 50% of our sales. We continue to see strong demand for our Joint Programmable Fuze program. During the quarter, we delivered more than 12,000 JPF's, bringing total year-to-date deliveries to more than 22,000 fuzes. We expect to deliver 45,000 to 50,000 fuzes during the year and currently have line of sight to more than $100 million in new U.S. Government and direct commercial sales orders.

We have re-designated our “Commercial Aerospace” sales as "Commercial, Business & General Aviation”. This decision was made after careful consideration of the broad range of products we offer, the number of customers we serve, and the underlying trends impacting each of these markets. We saw a sales decline from the first quarter in our commercial, business and general aviation products of 24%, led in large part by a 36% decline for our commercial aviation markets, in line with our prior expectations, while general and business aviation was down significantly less at only 15%. The diversity of our product offerings and the broad range of platforms we support will benefit this portion of our business as we look to the second half of 2020. Sales for our medical products declined 30% from the first quarter, further than we had anticipated, and may remain challenged through the balance of the year. The resurgence of COVID-19 in parts of the U.S. has led to the continued deferral of elective procedures and pushed out the expected recovery in sales for these products. Finally, our industrial markets held up fairly well in the quarter and as we look ahead we see opportunities for improved performance in the back half of the year.

During the second quarter, we continued to experience operational inefficiency as we maintained our processes and procedures to ensure the safety of our employees and continuous production in our facilities. Despite the near term costs associated with these actions, I am happy to report that our employees have embraced these new steps and we are supporting each other as we adjust to the current environment. Our team continues to execute in this challenging environment, with a focus on the safety of our employees, the continued support of customers, and the security of our supply chain. Our portfolio of highly engineered solutions and the mix of our end markets provides balance in the face of the near term challenges, while positioning us for long-term growth."

Chief Financial Officer, Robert D. Starr, commented, "We enter the second half of 2020 with a very strong balance sheet, cash on hand of $236 million, significant capacity under our revolving credit facility, and no debt maturities until 2024. We reduced our cash usage in the quarter to $28 million and remain confident in our ability to generate positive cash flow for the full year. We enter the third quarter with ample liquidity and, when coupled with the strength of our business, we decided to repay $100 million of the $200 million we had outstanding on our revolving credit agreement in August.

We remain focused on mitigating the risk of COVID-19 and have incurred approximately $1.0 million in expenses during the second quarter supporting these efforts. In the first quarter we moved quickly to adjust our cost structure and during the second quarter we recorded approximately $2.7 million in additional restructuring and severance expense. These actions year-to-date are expected to generate $11.0 million in savings in 2020, or approximately $21.0 million annualized.

Additionally, we continued to execute on our G&A reduction efforts and through the end of the second quarter have taken actions that will lead to more than $10.0 million of annualized savings. We incurred $1.8 million of additional restructuring and severance expense associated with these actions and remain confident that we will achieve annualized savings exiting 2020 of approximately $20.0 million.




In total, including the benefit from reduced discretionary spending, the cost reduction efforts we have taken to-date will result in $22.0 million of savings in 2020, and represents an annualized run rate of approximately $50.0 million."

Please see the MD&A section of the Company's Form 10-Q filed with the Securities and Exchange Commission concurrently with the issuance of this release for greater detail on our results and various company programs.

A conference call has been scheduled for tomorrow, August 11, 2020, at 8:30 AM ET. The call will be accessible by telephone within the U.S. at (844) 473-0975 and from outside the U.S. at (562) 350-0826 (using the Conference I.D.: 8209118) or via the Internet at www.kaman.com. Please go to the website at least fifteen minutes prior to the start of the call to register, download and install any necessary audio software. A replay will also be available two hours after the call and can be accessed at (855) 859-2056 or (404) 537-3406 using the Conference I.D.: 8209118. In addition, a supplemental presentation relating to the second quarter 2020 results will be posted to the Company’s website prior to the earnings call at http://www.kaman.com/investors/presentations.

About Kaman Corporation
Kaman Corporation, founded in 1945 by aviation pioneer Charles H. Kaman, and headquartered in Bloomfield, Connecticut, conducts business in the aerospace & defense, industrial and medical markets. Kaman produces and markets proprietary aircraft bearings and components; super precision, miniature ball bearings; proprietary spring energized seals, springs and contacts; complex metallic and composite aerostructures for commercial, military and general aviation fixed and rotary wing aircraft; safe and arming solutions for missile and bomb systems for the U.S. and allied militaries; subcontract helicopter work; restoration, modification and support of our SH-2G Super Seasprite maritime helicopters; manufacture and support of our K-MAX® manned and unmanned medium-to-heavy lift helicopters.

More information is available at www.kaman.com.

Non-GAAP Measures Disclosure

Management believes that the Non-GAAP financial measures (i.e. financial measures that are not computed in accordance with Generally Accepted Accounting Principles) identified by an asterisk (*) used in this release or in other disclosures provide important perspectives into the Company's ongoing business performance. The Company does not intend for the information to be considered in isolation or as a substitute for the related GAAP measures. Other companies may define the measures differently. We define the Non-GAAP measures used in this release and other disclosures as follows:

Organic Sales - Organic Sales is defined as "Net Sales" less sales derived from acquisitions completed during the preceding twelve months. We believe that this measure provides management and investors with a more complete understanding of underlying operating results and trends of established, ongoing operations by excluding the effect of acquisitions, which can obscure underlying trends. We also believe that presenting Organic Sales enables a more direct comparison to other businesses and companies in similar industries. Management recognizes that the term "Organic Sales" may be interpreted differently by other companies and under different circumstances. No other adjustments were made during the three-month and six-month fiscal periods ended July 3, 2020 and June 28, 2019, respectively. The following table illustrates the calculation of Organic Sales using the GAAP measure, "Net Sales".



Table 2. Organic Sales from continuing operations (in thousands) (unaudited)
For the Three Months EndedFor the Six Months Ended
July 3, 2020June 28, 2019July 3, 2020June 28, 2019
Net sales$177,890  $174,712  $385,212  $341,146  
Acquisition Sales18,056  —  41,417  —  
Organic Sales$159,834  $174,712  $343,795  $341,146  
$ Change(14,878) (3,894) 2,649  (16,855) 
% Change(8.5)%(2.2)%0.8 %(4.7)%

Adjusted Net Sales from continuing operations and Adjusted Operating Income from continuing operations - Adjusted Net Sales from continuing operations is defined as net sales from continuing operations, less items not indicative of normal sales, such as revenue recorded related to the settlement of claims. Adjusted Operating Income from continuing operations is defined as operating income from continuing operations, less items that are not indicative of the operating performance of the Company for the period presented. These items are included in the reconciliation below. Management uses Adjusted Net Sales from continuing operations and Adjusted Operating Income from continuing operations to evaluate performance period over period, to analyze underlying trends and to assess our performance relative to our competitors. We believe that this information is useful for investors and financial institutions seeking to analyze and compare companies on the basis of operating performance. The following table illustrates the calculation of Adjusted Operating Income from continuing operations to the Consolidated Financial Statements included in the Company's Form 10-Q filed with the Securities and Exchange Commission on August 10, 2020.



Table 3. Adjusted Net Sales and Adjusted Operating Income from Continuing Operations
(In thousands) (unaudited)
For the Three Months EndedFor the Six Months Ended
July 3, 2020June 28, 2019July 3, 2020June 28, 2019
CONSOLIDATED OPERATING INCOME:
Net Sales from continuing operations$177,890  $174,712  $385,212  $341,146  
GAAP - Operating (loss) income from continuing operations$(2,770) $10,575  $(7,192) $22,944  
% of GAAP net sales(1.6)%6.1 %(1.9)%6.7 %
Adjustments
Restructuring and severance costs $4,484  $206  $6,279  $472  
Costs associated with corporate development activities679  —  2,466  —  
Bal Seal acquisition costs(36) —  8,447  —  
Cost of acquired Bal Seal retention plans5,704  —  11,407  —  
Inventory step-up associated with Bal Seal acquisition1,178  —  2,355  —  
Costs from transition services agreement4,373  —  8,513  —  
Reversal of employee tax-related matters in foreign operations—  —  (1,211) —  
Reversal of environmental accrual at GRW—  —  (264) —  
Gain on sale of U.K. Tooling business—  —  (493) —  
Total adjustments$16,382  $206  $37,499  $472  
Adjusted Operating Income$13,612  $10,781  $30,307  $23,416  
% of GAAP net sales7.7 %6.2 %7.9 %6.9 %

Adjusted EBITDA from continuing operations - Adjusted EBITDA from continuing operations is defined as earnings from continuing operations before interest, taxes, other expense (income), net, depreciation and amortization and certain items that are not indicative of the operating performance of the Company's for the period presented. Adjusted EBITDA from continuing operations differs from earnings from continuing operations, as calculated in accordance with GAAP, in that it excludes interest expense, net, income tax expense, depreciation and amortization, other expense (income), net, non-service pension and post retirement benefit expense (income), and certain items that are not indicative of the operating performance of the Company for the period presented. We have made numerous investments in our business, such as acquisitions and capital expenditures, including facility improvements, new machinery and equipment, improvements to our information technology infrastructure and ERP systems, which we have adjusted for in Adjusted EBITDA from continuing operations. Adjusted EBITDA from continuing operations also does not give effect to cash used for debt service requirements and thus does not reflect funds available for distributions, reinvestments or other discretionary uses. Management believes Adjusted EBITDA from continuing operations provides an additional perspective on the operating results of the organization and its earnings capacity and helps improve the comparability of our results between periods because it provides a view of our operations that excludes items that management believes are not reflective of operating performance, such as items traditionally removed from net earnings in the calculation of EBITDA as well as Other expense (income), net and certain items that are not indicative of the operating performance of the Company for the period presented. Adjusted EBITDA from continuing operations is not presented as an alternative measure of operating performance, as determined in accordance with GAAP. No other adjustments were made during the three-month or six-month fiscal periods ended July 3, 2020 and June 28, 2019. The following table illustrates the calculation of Adjusted EBITDA from continuing operations using GAAP measures:



Table 4. Adjusted EBITDA from continuing operations (in thousands) (unaudited)
For the Three Months EndedFor the Six Months Ended
July 3, 2020June 28, 2019July 3, 2020June 28, 2019
Adjusted EBITDA from continuing operations
Consolidated Results
Sales from continuing operations$177,890  $174,712  $385,212  $341,146  
(Loss) earnings from continuing operations, net of tax(100) 6,389  (507) 12,211  
Interest expense, net5,808  5,236  9,055  10,537  
Income tax (benefit) expense(1,258) (487) (1,701) 947  
Non-service pension and post retirement benefit income(4,062) (100) (8,125) (199) 
Other (income) expense, net(108) (463) 110  (552) 
Depreciation and amortization10,305  6,243  19,814  12,365  
Other Adjustments:
Restructuring and severance costs4,484  206  6,279  472  
Cost associated with corporate development activities679  —  2,466  —  
Bal Seal acquisition costs(36) —  8,447  —  
Cost of acquired Bal Seal retention plans5,704  —  11,407  —  
Inventory step-up associated with Bal Seal acquisition1,178  —  2,355  —  
Costs from transition services agreement4,373  —  8,513  —  
Income from transition services agreement(3,050) —  (6,024) —  
Reversal of employee tax-related matters in foreign operations—  —  (1,211) —  
Reversal of environmental accrual at GRW—  —  (264) —  
Gain on sale of U.K. Tooling business—  —  (493) —  
Adjustments$24,017  $10,635  $50,628  $23,570  
Adjusted EBITDA from continuing operations$23,917  $17,024  $50,121  $35,781  
   Adjusted EBITDA margin13.4 %9.7 %13.0 %10.5 %

Adjusted Earnings from Continuing Operations and Adjusted Diluted Earnings Per Share from Continuing Operations - Adjusted Earnings from Continuing Operations and Adjusted Diluted Earnings per Share from Continuing Operations are defined as GAAP "Earnings from Continuing Operations" and "Diluted earnings per share from continuing operations", less items that are not indicative of the operating performance of the business for the periods presented. These items are included in the reconciliation below. Management uses Adjusted Earnings from Continuing Operations and Adjusted Diluted Earnings per Share from Continuing Operations to evaluate performance period over period, to analyze the underlying trends in our business and to assess its performance relative to its competitors. We believe that this information is useful for investors and financial institutions seeking to analyze and compare companies on the basis of operating performance.

The following table illustrates the calculation of Adjusted Earnings from Continuing Operations and Adjusted Diluted Earnings per Share from Continuing Operations using “Earnings from Continuing Operations” and “Diluted earnings per share from continuing operations” from the “Consolidated Statements of Operations” included in the Company's Form 10-Q filed with the Securities and Exchange Commission on August 10, 2020.



Table 5. Adjusted Earnings from continuing operations and Adjusted Diluted Earnings per Share from continuing operations
(In thousands except per share amounts) (unaudited)
For the Three Months EndedFor the Six Months Ended
July 3, 2020June 28, 2019July 3, 2020June 28, 2019
Adjustments to Earnings from Continuing Operations
Restructuring and severance costs$4,484  $206  $6,279  $472  
Costs associated with corporate development activities679  —  2,466  —  
Bal Seal acquisition costs(36) —  8,447  —  
Cost of acquired Bal Seal retention plans5,704  —  11,407  —  
Inventory step-up associated with Bal Seal acquisition1,178  —  2,355  —  
Costs from transition services agreement4,373  —  8,513  —  
Income from transition services agreement(3,050) —  (6,024) —  
Reversal of employee tax-related matters in foreign operations—  —  (1,211) —  
Reversal of environmental accrual at GRW—  —  (264) —  
Gain on sale of U.K. Tooling business—  —  (493) —  
Benefit from change in state tax laws—  (2,137) —  (2,137) 
Adjustments, pre tax$13,332  $(1,931) $31,475  $(1,665) 
Tax Effect of Adjustments to Earnings from Continuing Operations
Restructuring and severance costs$1,143  $(17) $1,601  $34  
Costs associated with corporate development activities173  —  629  —  
Bal Seal acquisition costs(9) —  2,154  —  
Cost of acquired Bal Seal retention plans1,455  —  2,909  —  
Inventory step-up associated with Bal Seal acquisition300  —  601  —  
Costs from transition services agreement1,115  —  2,171  —  
Income from transition services agreement(778) —  (1,536) —  
Employee tax-related matters in foreign operations—  —  (309) —  
Reversal of environmental accrual at GRW—  —  (67) —  
Gain on sale of U.K. Tooling business—  —  (126) —  
Benefit from change in state tax laws—  —  —  —  
Tax effect of Adjustments$3,399  $(17) $8,027  $34  
Adjustments to Earnings from Continuing Operations, net of tax
GAAP (Loss) earnings from continuing operations, as reported$(100) $6,389  $(507) $12,211  
Restructuring and severance costs3,341  223  4,678  438  
Costs associated with corporate development activities506  —  1,837  —  
Bal Seal acquisition costs(27) —  6,293  —  
Cost of acquired Bal Seal retention plans4,249  —  8,498  —  
Inventory step-up associated with Bal Seal acquisition878  —  1,754  —  
Costs from transition services agreement3,258  —  6,342  —  
Income from transition services agreement(2,272) —  (4,488) —  
Employee tax-related matters in foreign operations—  —  (902) —  
Reversal of environmental accrual at GRW—  —  (197) —  



Table 5. Adjusted Earnings from continuing operations and Adjusted Diluted Earnings per Share from continuing operations
(In thousands except per share amounts) (unaudited)
For the Three Months EndedFor the Six Months Ended
July 3, 2020June 28, 2019July 3, 2020June 28, 2019
Gain on sale of U.K. Tooling business—  —  (367) —  
Benefit from change in state tax laws—  (2,137) —  (2,137) 
Adjusted Earnings from continuing operations$9,833  $4,475  $22,941  $10,512  
Calculation of Adjusted Diluted Earnings per Share from Continuing Operations
GAAP diluted (loss) earnings per share from continuing operations$0.00  $0.23  $(0.02) $0.43  
Restructuring and severance costs at Aerospace0.12  0.01  0.17  0.02  
Costs associated with corporate development activities0.02  —  0.07  —  
Bal Seal acquisition costs—  —  0.23  —  
Cost of accrued Bal Seal retention plans0.15  —  0.30  —  
Inventory step-up associated with Bal Seal acquisition0.03  —  0.06  —  
Costs from transition services agreement0.12  —  0.23  —  
Income from transition services agreement(0.08) —  (0.16) —  
Employee tax-related matters in foreign operations—  —  (0.03) —  
Reversal of environmental accrual at GRW—  —  (0.01) —  
Gain on sale of U.K. Tooling business—  —  (0.01) —  
Benefit from change in state tax laws—  (0.08) —  (0.08) 
Adjustments to diluted earnings per share from continuing operations$0.36  $(0.07) $0.85  $(0.06) 
Adjusted Diluted Earnings per Share from continuing operations$0.36  $0.16  $0.83  $0.37  
Diluted weighted average shares outstanding27,659  28,123  27,734  28,097  
Free Cash Flow from continuing operations - Free Cash Flow from continuing operations is defined as GAAP “Net cash provided by (used in) operating activities from continuing operations” in a period less “Expenditures for property, plant & equipment” in the same period. Management believes Free Cash Flow from continuing operations provides an important perspective on our ability to generate cash from our business operations and, as such, that it is an important financial measure for use in evaluating the Company's financial performance. Free Cash Flow from continuing operations should not be viewed as representing the residual cash flow available for discretionary expenditures such as dividends to shareholders or acquisitions, as it may exclude certain mandatory expenditures such as repayment of maturing debt and other contractual obligations. Management uses Free Cash Flow from continuing operations internally to assess overall liquidity. The following table illustrates the calculation of Free Cash Flow from continuing operations using “Net cash provided by (used in) operating activities from continuing operations” and “Expenditures for property, plant & equipment”, GAAP measures from the Condensed Consolidated Statements of Cash Flows included in this release.
Table 6. Free Cash Flow from continuing operations (in thousands) (unaudited)
For the Six Months EndedFor the Three Months EndedFor the Three Months Ended
July 3, 2020April 3, 2020July 3, 2020
Net cash used by operating activities from continuing operations $(79,400) $(55,442) $(23,958) 
Expenditures for property, plant & equipment(9,592) (5,559) (4,033) 
Free Cash Flow from continuing operations$(88,992) $(61,001) $(27,991) 



Debt to Capitalization Ratio - Debt to Capitalization Ratio is calculated by dividing debt by capitalization. Debt is defined as GAAP “Current portion of long-term debt” plus “Long-term debt, excluding current portion”. Capitalization is defined as Debt plus GAAP “Total shareholders' equity”. Management believes that Debt to Capitalization Ratio is a measurement of financial leverage and provides an insight into the financial structure of the Company and its financial strength. The following table illustrates the calculation of Debt to Capitalization Ratio using GAAP measures from the Condensed Consolidated Balance Sheets included in this release.
Table 7. Debt to Capitalization Ratio (in thousands) (unaudited)
July 3, 2020December 31, 2019
Long-term debt, excluding current portion$384,609  $181,622  
Debt384,609  181,622  
Total shareholders' equity803,396  823,202  
Capitalization$1,188,005  $1,004,824  
Debt to Capitalization Ratio32.4 %18.1 %
Please note that the Company held $235.6 million of "Cash and Cash Equivalents" on its Condensed Consolidated Balance Sheet as of July 3, 2020. Netting this cash on hand against our debt would reduce the Debt to Capitalization Ratio to 15.6% as of July 3, 2020.

FORWARD-LOOKING STATEMENTS

This release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements also may be included in other publicly available documents issued by the Company and in oral statements made by our officers and representatives from time to time. These forward-looking statements are intended to provide management's current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. They can be identified by the use of words such as "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "would," "could," "will" and other words of similar meaning in connection with a discussion of future operating or financial performance. Examples of forward looking statements include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance.

Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause the Company's actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks, uncertainties and other factors include, among others: (i) the possibility that we may be unable to find appropriate reinvestment opportunities for the proceeds from the sale of our former Distribution business; (ii) risks related to Kaman's performance of its obligations under the transition services agreement entered into in connection with the sale of our former Distribution business and disruption of management time from ongoing business operations relating thereto; (iii) changes in domestic and foreign economic and competitive conditions in markets served by the Company, particularly the defense, commercial aviation and industrial production markets; (iv) changes in government and customer priorities and requirements (including cost-cutting initiatives, government and customer shut-downs, the potential deferral of awards, terminations or reductions of expenditures to respond to the priorities of Congress and the Administration, or budgetary cuts resulting from Congressional actions or automatic sequestration); (v) the global economic impact of the COVID-19 pandemic; (vi) changes in geopolitical conditions in countries where the Company does or intends to do business; (vii) the successful conclusion of competitions for government programs (including new, follow-on and successor programs) and thereafter successful contract negotiations with government authorities (both foreign and domestic) for the terms and conditions of the programs; (viii) the timely receipt of any necessary export approvals and/or other licenses or authorizations from the USG; (ix) timely satisfaction or fulfillment of material contractual conditions precedents in customer purchase orders, contracts, or similar arrangements; (x) the existence of standard government contract provisions permitting renegotiation of terms and termination for the convenience of the government; (xi) the successful resolution of government inquiries or investigations relating to our businesses and programs; (xii) risks and uncertainties associated with the successful implementation and ramp up of significant new programs, including the ability to manufacture the products to the detailed specifications required and recover start-up costs and other investments in the programs; (xiii) potential difficulties associated with variable acceptance test results, given sensitive production materials and extreme test parameters; (xiv) the receipt and successful execution of production orders under the Company's existing USG JPF contract, including the exercise of all contract options and receipt of orders from allied militaries, but excluding any next generation programmable fuze programs, as all have been assumed in connection with goodwill impairment evaluations; (xv) the continued support of the existing K-MAX® helicopter fleet, including sale of existing K-MAX® spare parts inventory and the receipt of orders for new aircraft



sufficient to recover our investments in the K-MAX® production line; (xvi) the accuracy of current cost estimates associated with environmental remediation activities; (xvii) the profitable integration of acquired businesses into the Company's operations; (xviii) the ability to recover from cyber-based or other security attacks, information technology failures or other disruptions; (xix) changes in supplier sales or vendor incentive policies; (xx) the ability of our suppliers to satisfy their performance obligations; (xxi) the effects of price increases or decreases; (xxii) the effects of pension regulations, pension plan assumptions, pension plan asset performance, future contributions and the pension freeze, including the ultimate determination of the USG's share of any pension curtailment adjustment calculated in accordance with CAS 413; (xxiii) future levels of indebtedness and capital expenditures; (xxiv) the continued availability of raw materials and other commodities in adequate supplies and the effect of increased costs for such items; (xxv) the effects of currency exchange rates and foreign competition on future operations; (xxvi) changes in laws and regulations, taxes, interest rates, inflation rates and general business conditions; (xxvii) the effects, if any, of the United Kingdom's exit from the European Union; (xxviii) future repurchases and/or issuances of common stock; (xxix) the occurrence of unanticipated restructuring costs or the failure to realize anticipated savings or benefits from past or future expense reduction actions; (xxx) the ability to recruit and retain skilled employees; and (xxxi) other risks and uncertainties set forth herein and in our 2019 Form 10-K and our Second Quarter Form 10-Q filed August 10, 2020.

Any forward-looking information provided in this release should be considered with these factors in mind. We assume no obligation to update any forward-looking statements contained in this report.

Contact: James Coogan
V.P., Investor Relations and Business Development
(860) 243-6342
James.Coogan@kaman.com



KAMAN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts) (unaudited)
 For the Three Months EndedFor the Six Months Ended
 July 3, 2020June 28, 2019July 3, 2020June 28, 2019
Net sales$177,890  $174,712  $385,212  $341,146  
Cost of sales121,222  122,123  260,842  234,036  
Gross profit56,668  52,589  124,370  107,110  
Selling, general and administrative expenses44,880  41,808  105,869  83,759  
Costs from transition services agreement4,373  —  8,513  —  
Cost of acquired retention plans5,704  —  11,407  —  
Restructuring costs4,484  206  6,279  472  
Gain on sale of business—  —  (493) —  
Net gain on sale of assets(3) —  (13) (65) 
Operating (loss) income(2,770) 10,575  (7,192) 22,944  
Interest expense, net5,808  5,236  9,055  10,537  
Non-service pension and post retirement benefit income(4,062) (100) (8,125) (199) 
Income from transition services agreement(3,050) —  (6,024) —  
Other (income) expense, net(108) (463) 110  (552) 
(Loss) earnings from continuing operations before income taxes(1,358) 5,902  (2,208) 13,158  
Income tax (benefit) expense(1,258) (487) (1,701) 947  
(Loss) earnings from continuing operations(100) 6,389  (507) 12,211  
Earnings from discontinued operations before gain on disposal, net of tax—  7,077  —  15,380  
Gain on disposal of discontinued operations, net of tax—  —  692  —  
Total earnings from discontinued operations—  7,077  692  15,380  
Net earnings$(100) $13,466  $185  $27,591  
Earnings per share:
Basic (loss) earnings per share from continuing operations$—  $0.23  $(0.02) $0.44  
Basic earnings per share from discontinued operations—  0.25  0.03  0.55  
Basic earnings per share$—  $0.48  $0.01  $0.99  
Diluted (loss) earnings per share from continuing operations$—  $0.23  $(0.02) $0.43  
Diluted earnings per share from discontinued operations—  0.25  0.03  0.55  
Diluted earnings per share$—  $0.48  $0.01  $0.98  
Average shares outstanding:
Basic27,659  27,961  27,734  27,935  
Diluted27,659  28,123  27,734  28,097  





KAMAN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts) (unaudited)
 July 3, 2020December 31, 2019
Assets  
Current assets:  
Cash and cash equivalents$235,608  $471,540  
Restricted cash25,130  —  
Accounts receivable, net176,565  156,492  
Contract assets131,061  121,614  
Contract costs, current portion7,132  6,052  
Inventories207,340  156,353  
Income tax refunds receivable11,418  8,069  
Other current assets14,687  16,368  
Total current assets808,941  936,488  
Property, plant and equipment, net of accumulated depreciation of $223,553 and $210,549, respectively218,202  140,450  
Operating right-of-use assets, net13,732  15,159  
Goodwill304,768  195,314  
Other intangible assets, net141,630  53,439  
Deferred income taxes30,176  35,240  
Contract costs, noncurrent portion5,861  6,099  
Other assets36,774  36,754  
Total assets$1,560,084  $1,418,943  
Liabilities and Shareholders’ Equity  
Current liabilities:  
Accounts payable – trade$58,267  $70,884  
Accrued salaries and wages49,727  43,220  
Contract liabilities, current portion43,739  42,942  
Operating lease liabilities, current portion4,535  4,306  
Income taxes payable2,302  4,722  
Other current liabilities39,573  37,918  
Total current liabilities198,143  203,992  
Long-term debt, excluding current portion, net of debt issuance costs384,609  181,622  
Deferred income taxes6,723  6,994  
Underfunded pension78,782  97,246  
Contract liabilities, noncurrent portion26,056  37,855  
Operating lease liabilities, noncurrent portion9,940  11,617  
Other long-term liabilities52,435  56,415  
Commitments and contingencies
Shareholders' equity:  
Preferred stock, $1 par value, 200,000 shares authorized; none outstanding—  —  
Common stock, $1 par value, 50,000,000 shares authorized; voting; 30,214,005 and 30,058,455 shares issued, respectively30,214  30,058  
Additional paid-in capital235,195  228,153  
Retained earnings809,769  820,666  
Accumulated other comprehensive income (loss)(151,210) (150,893) 
Less 2,554,617 and 2,219,332 shares of common stock, respectively, held in treasury, at cost(120,572) (104,782) 
Total shareholders’ equity803,396  823,202  
Total liabilities and shareholders’ equity$1,560,084  $1,418,943  



KAMAN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands) (unaudited)
 For the Six Months Ended
 July 3,
2020
June 28,
2019
Cash flows from operating activities:  
Net earnings$185  $27,591  
Less: Total earnings from discontinued operations692  15,380  
(Loss) earnings from continuing operations$(507) $12,211  
Adjustments to reconcile net earnings from continuing operations to net cash (used in) provided by operating activities of continuing operations:  
Depreciation and amortization19,814  12,365  
Amortization of debt issuance costs907  906  
Accretion of convertible notes discount1,412  1,347  
Provision for doubtful accounts314  204  
Gain on sale of business(493) —  
Net gain on sale of assets(13) (65) 
Net loss on derivative instruments404   
Stock compensation expense3,590  3,557  
Deferred income taxes4,124  (3,252) 
Changes in assets and liabilities, excluding effects of acquisitions/divestitures: 
Accounts receivable(11,368) 48,270  
Contract assets(9,158) (19,572) 
Contract costs(842) 2,355  
Inventories(38,029) (31,662) 
Income tax refunds receivable(3,382) (3,656) 
Operating right of use assets1,974  2,140  
Other assets135  (892) 
Accounts payable - trade(13,872) (2,673) 
Contract liabilities(11,002) (4,640) 
Operating lease liabilities(1,916) (2,115) 
Other current liabilities528  (4,606) 
Income taxes payable(2,658) (147) 
Pension liabilities(15,775) 2,087  
Other long-term liabilities(3,587) (1,303) 
Net cash (used in) provided by operating activities of continuing operations(79,400) 10,862  
Net cash used in operating activities of discontinued operations—  (9,134) 
Net cash (used in) provided by operating activities(79,400) 1,728  
Cash flows from investing activities:  
Proceeds from sale of assets71  71  
Proceeds from sale of discontinued operations5,223  —  
Proceeds from sale of business493  —  
Expenditures for property, plant & equipment(9,592) (11,375) 
Acquisition of businesses, net of cash acquired(304,661) —  
Other, net(437) (1,618) 
Net cash used in investing activities of continuing operations(308,903) (12,922) 
Net cash used in investing activities of discontinued operations—  (3,662) 
Net cash used in investing activities(308,903) (16,584) 
Cash flows from financing activities:  
Net borrowings under revolving credit agreements201,100  16,700  
Debt repayment—  (4,375) 
Net change in bank overdraft131  724  
Proceeds from exercise of employee stock awards1,986  3,546  
Purchase of treasury shares(14,168) (3,063) 



Dividends paid(11,144) (11,160) 
Other, net(718) (663) 
Net cash provided by (used in) financing activities of continuing operations177,187  1,709  
Net cash provided by financing activities of discontinued operations—  4,458  
Net cash provided by (used in) financing activities177,187  6,167  
Net decrease in cash and cash equivalents(211,116) (8,689) 
Cash and cash equivalents of discontinued operations—  (1,957) 
Effect of exchange rate changes on cash and cash equivalents314  (49) 
Cash and cash equivalents and restricted cash at beginning of period471,540  27,711  
Cash and cash equivalents and restricted cash at end of period$260,738  $17,016  

v3.20.2
Document Entity Information Document
Aug. 10, 2020
Document Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Aug. 10, 2020
Entity Registrant Name KAMAN CORPORATION
Entity Incorporation, State or Country Code CT
Entity File Number 001-35419
Entity Tax Identification Number 06-0613548
Entity Address, Address Line One 1332 Blue Hills Avenue,
Entity Address, City or Town Bloomfield,
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06002
City Area Code (860)
Local Phone Number 243-7100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock ($1 par value)
Trading Symbol KAMN
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000054381
Amendment Flag false