UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-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): March 7, 2006 (March 7,
2006)
Kaman
Corporation
(Exact
Name of Registrant as Specified in Its Charter)
Connecticut
(State
or
Other Jurisdiction of
Incorporation)
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0-1093
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06-0613548
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1332
Blue Hills Avenue, Bloomfield, Connecticut
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06002
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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1
Item
8.01 Other
Events.
On
March
7, 2006, members of Kaman’s senior management will present to investors the
information about Kaman described in the slides attached to this report as
Exhibit 99.1. The slides set forth in Exhibit 99.1 are incorporated by reference
herein and such slides may be presented to investors in the future in connection
with management presentations concerning the Company.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits.
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Exhibit
99.1
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Slides
from Kaman’s presentation to investors to be made on March 7,
2006.
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2
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.
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KAMAN
CORPORATION
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By:
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/s/
Robert M. Garneau
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Robert
M. Garneau
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Executive
Vice President and
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Chief
Financial Officer
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||
Date:
March 7, 2006
3
KAMAN
CORPORATION AND SUBSIDIARIES
Index
to
Exhibits
|
Exhibit
99.1
|
Slides
from Kaman’s presentation to investors to be made on March 7,
2006.
|
Attached
|
4
INVESTOR
PRESENTATION
Kaman
Corporation
(NASDAQ:
KAMN)
2006
March
Slide
1
FORWARD-LOOKING
STATEMENTS
4
This
presentation may contain forward-looking information relating to the
company's
business and prospects, including the Aerospace, Industrial Distribution
and
Music 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 for government programs and thereafter
contract negotiations with government authorities, both foreign and domestic;
2)
political conditions in countries where the company does or intends to
do
business; 3) standard government contract provisions permitting renegotiation
of
terms and termination for the convenience of the government; 4) domestic
and
foreign economic and competitive conditions in markets served by the
company,
particularly defense, commercial aviation, industrial production and
consumer
market for music products; 5) satisfactory completion of the Australian
SH-2G(A)program, including successful completion and integration of the
full
ITAS software; 6) receipt and successful execution of production orders
for the
JPF U.S. government contract including the exercise of all contract options
and
receipt of orders from allied militaries, as both have been assumed in
connection with goodwill impairment evaluations; 7) satisfactory resolution
of
the EODC/University of Arizona litigation; 8) satisfactory resolution
of
i)warranty issues and the DCIS investigation related to the FMU-143 program
and
ii) supplier-related issues hindering the FMU-139 program, at Dayron;
9)achievement of enhanced business base in the Aerospace segment in
order
to better absorb overhead and general and administrative expenses; 10)
satisfactory results of negotiations with NAVAIR concerning purchase
of the
company's leased facility in Bloomfield, Conn.; 11) continued support
of the
existing K-MAX helicopter fleet, including sale of existing K-MAX spare
parts
inventory and in 2007, availability of a redesigned clutch assembly system;
12)
cost growth in connection with environmental remediation activities at
the
Moosup facility and such potential activities at the Bloomfield facility;
13)
profitable integration of acquired businesses into the company's operations;
14)
changes in supplier sales or vendor incentive policies; 15) the effect
of price
increases or decreases; 16) pension plan assumptions and future contributions;
17) continued availability of raw materials in adequate supplies; 18)
the
effects of currency exchange rates and foreign competition on future
operations;
19) changes in laws and regulations, taxes, interest rates, inflation
rates,
general business conditions and other factors; and 20) other risks and
uncertainties set forth in the company's annual, quarterly and current
reports,
and proxy statements. Any forward-looking information provided in this
presentation should be considered with these factors in mind. The company
assumes no obligation to update any forward-looking statements contained
in this
presentation.
4
Contact:
Russell H. Jones, SVP, Chief Investment Officer & Treasurer
(860) 243-6307
rhj-corp@kaman.com
Russell H. Jones, SVP, Chief Investment Officer & Treasurer
(860) 243-6307
rhj-corp@kaman.com
Corporate
Profile
For
the 12 months For the 12
months
SALES Ended 12/31/05 Ended 12/31/04
SALES Ended 12/31/05 Ended 12/31/04
g
Aerospace
26%
$288.0
25% $252.4
g
Industrial
Distribution 57%
621.9
59%
581.8
g
Music 17%
191.3
16%
161.0
100%
$1,101.2
100%
$995.2
Slide
2
Percent
Millions
$
Percent
Millions $
Percent
Distribution of Sales
By
Segment For 2005
Aerospace
SEGMENT
OVERVIEW
Slide
3
2005
segment sales: $288.0 million
26%
Aerospace
g
Aerostructures
5.0%
$55.0
4.6%
$45.4
g
Fuzing 5.3%
58.4
5.7%
56.8
g
Helicopters 1
7.3%
82.4
7.0% 73.1
2
g
Kamatics 1
8.4%
92.2
7.7%
77.1
26.0%
$288.0
25.0%
$252.4
Aerospace
Slide
4
Percent
Millions
$
Percent
Millions $
For
the 12 Months For the 12
Months
Ended 12/31/05 Ended 12/31/04
Ended 12/31/05 Ended 12/31/04
1
Helicopters includes EODC and Kamatics includes RWG
2
2004 Helicopters’ sales include an $18.2 million negative sales adjustment on
the MDHI program
AEROSPACE
OPERATING UNITS
Sales (With Percent to Total Kaman Sales)
Sales (With Percent to Total Kaman Sales)
Aerospace
Slide
5
Sikorsky
BLACKHAWK cockpit under
construction at Kaman’s Jacksonville facility
construction at Kaman’s Jacksonville facility
Aerostructures
Division: Facilities in Jacksonville, FL and Wichita, KS
4
Produces
parts and subassemblies for
various customers, including:
various customers, including:
•
Military
programs such as the Boeing C-17
military transport (approx. $1.1 million
per shipset) and Sikorsky BLACK HAWK
helicopter cockpits (approximately $300
thousand per ship set)
military transport (approx. $1.1 million
per shipset) and Sikorsky BLACK HAWK
helicopter cockpits (approximately $300
thousand per ship set)
•
Commercial
programs such as the Boeing 737
(approximately $1.5 million annually, and 777 (approx.
$190 thousand/ship set)
(approximately $1.5 million annually, and 777 (approx.
$190 thousand/ship set)
4
Strategy:
Take advantage of substantial opportunities
arising from the Tier 1 producers’ (Boeing, Sikorsky, Bell,
Airbus, etc.) intention to offload manufacturing work in
order to focus on final assembly
arising from the Tier 1 producers’ (Boeing, Sikorsky, Bell,
Airbus, etc.) intention to offload manufacturing work in
order to focus on final assembly
4
Now
bidding new programs for both plants
Aerospace
Slide
6
Top:
Hawk Missile
Bottom: JPF fuzes at Orlando facility
Bottom: JPF fuzes at Orlando facility
Fuzing
Division: Facilities in Middletown, CT and Orlando, FL
4
Manufactures
safe, arm and fuzing devices for a number of
major missile and bomb programs
major missile and bomb programs
4
Missile
programs: AMRAAM, ATACMS, Brimstone, M-100 Hawk,
Harpoon, JASSM, Maverick, SLAM-ER, Standard and Tactical
Tomahawk
Harpoon, JASSM, Maverick, SLAM-ER, Standard and Tactical
Tomahawk
4
Bomb
programs:
Joint Programmable Fuze,
FMU-143, FMU-139, 40mm
FMU-143, FMU-139, 40mm
4
Strategy:
Become the leading producer of
fuzing systems for the U.S. and Allied
militaries - $500 million market
fuzing systems for the U.S. and Allied
militaries - $500 million market
4
Principal
customers: U.S. militaries, Boeing,
General Dynamics, Lockheed and Raytheon
General Dynamics, Lockheed and Raytheon
4
Ramping
up capabilities for production of the
152 A/B Joint Programmable Fuze: The
expected fuze of choice
152 A/B Joint Programmable Fuze: The
expected fuze of choice
Aerospace
Slide
7
Top:
Kaman SH-2G Super Seasprites
Bottom: Kaman K-MAX helicopter
Bottom: Kaman K-MAX helicopter
Helicopters
Division: Facilities in Bloomfield, CT
4
Markets
and supports Kaman-made SH-2G Super
Seasprite maritime helicopter and K-MAX
“Aerial Truck” helicopter –
and performs subcontract helicopter programs
Seasprite maritime helicopter and K-MAX
“Aerial Truck” helicopter –
and performs subcontract helicopter programs
4
Strategy:
Exploit opportunities to increase status
as a major subcontractor: Major producers
are moving away from manufacturing to final assembly
and systems integration: New parts contract with Sikorsky
as a major subcontractor: Major producers
are moving away from manufacturing to final assembly
and systems integration: New parts contract with Sikorsky
4
Principal
customers include the governments of
Australia, Egypt, New Zealand and Poland;
the U.S. Department of State and others
Australia, Egypt, New Zealand and Poland;
the U.S. Department of State and others
4
Helicopters
are
expected to return at approximate 10-year service
intervals for standard depot level maintenance. The first two of ten
aircraft delivered to Egypt in the late 1990s are now in process
(approximately $1.3 million/aircraft). Remainder expected over the
next three years. Possibility of an upgrade program
intervals for standard depot level maintenance. The first two of ten
aircraft delivered to Egypt in the late 1990s are now in process
(approximately $1.3 million/aircraft). Remainder expected over the
next three years. Possibility of an upgrade program
4
Program
for
Australia, in loss position, is moving toward
completion
Kamatics
& RWG: Facilities in Bloomfield, Ct and Dachsbach,
Germany
AerospaceSlide
8
Kamatics
highly-engineered bearings
4
Designs
and makes proprietary self-lubricating
bearings for OEM and MRO use in nearly
all military and commercial aircraft
produced in North and South America
and Europe
bearings for OEM and MRO use in nearly
all military and commercial aircraft
produced in North and South America
and Europe
4
Strategy:
Remain the leader in product
performance and applications engineering
support while staying ahead of the curve in
product technology enhancement: Target the most demanding
applications early in the aircraft design process as part of each
prime-contractor’s problem-solving team.
performance and applications engineering
support while staying ahead of the curve in
product technology enhancement: Target the most demanding
applications early in the aircraft design process as part of each
prime-contractor’s problem-solving team.
4
Market
size: Approximately $1 billion
4
Key
customers include: U.S. and allied militaries (32% of 2004 sales),
and commercial accounts with Boeing, Airbus, Embraer, Bombardier
and others (68% of sales). Largest customer represents 18% of 2004
sales, down from 43% in 1998
and commercial accounts with Boeing, Airbus, Embraer, Bombardier
and others (68% of sales). Largest customer represents 18% of 2004
sales, down from 43% in 1998
Industrial
Distribution
SEGMENT
OVERVIEW
Slide
9
2005
segment
sales: $621.9 million
Industrial
Dist
57%
Industrial
Distribution
Slide
10
Kaman
Industrial Technologies
4
Third
largest player in $12 billion power transmission market.
Provides more than one million products to more than 50,000
MRO and OEM customers
Provides more than one million products to more than 50,000
MRO and OEM customers
4
Strategy:
Expand the geographic footprint in major industrial
markets to enhance competition for national and regional
accounts. Broaden the product line, and further enhance operating
and asset utilization efficiencies throughout the enterprise
markets to enhance competition for national and regional
accounts. Broaden the product line, and further enhance operating
and asset utilization efficiencies throughout the enterprise
4
Serves
a
broad cross section of North American industry with
local branches in 70 of the top 100 U.S. Industrial markets.
Growing national account base
local branches in 70 of the top 100 U.S. Industrial markets.
Growing national account base
4
Now
nearly 200 locations in the U.S., Canada and
Mexico
4
The
business tends to closely track the U.S. Industrial
production and capacity utilization indices. Stable climate going
into 2006. First half of 2005 included one-time gains that created
higher than normal earnings
production and capacity utilization indices. Stable climate going
into 2006. First half of 2005 included one-time gains that created
higher than normal earnings
Industrial
Distribution
Source:
Federal Reserve Board
Slide
11
FRB
Indices Of Industrial Production
And Capacity Utilization:
Predictability: Segment closely tracks national indices
And Capacity Utilization:
Predictability: Segment closely tracks national indices
Industrial
Distribution
Slide
12
Portfolio
Of Recognized Brands:
More than 1.7 million products
Sold to more than 50,000 MRO and OEM customers
More than 1.7 million products
Sold to more than 50,000 MRO and OEM customers
Industrial
Distribution
Slide
13
Geographical
Coverage:
Nearly 200 locations in U.S. Canada and Mexico
Nearly 200 locations in U.S. Canada and Mexico
Music
SEGMENT
OVERVIEW
Slide
14
2005
Segment sales: $191.3 million
17%
Music
Slide
15
Kaman
Music
Top:
Ovation Guitar
Bottom: Gretsch Drum Set
Bottom: Gretsch Drum Set
4
Largest
independent distributor of musical
instruments and accessories in the $7.0 billion
U.S. musical instruments market: More than
20,000 products
instruments and accessories in the $7.0 billion
U.S. musical instruments market: More than
20,000 products
4
Strategy:
Build on Kaman’s strong brand identity while adding new
market-leading names to the company’s offering of proprietary
products
market-leading names to the company’s offering of proprietary
products
4
Purchased
its largest competitor in 2005: Working to
integrate for cost savings and margin improvement
integrate for cost savings and margin improvement
4
Leads
the
market in use of technology, providing
systems to service customers at all levels
systems to service customers at all levels
4
U.S.
and
Asian manufacturing supports Kaman’s
proprietary and licensed brands of premium products
proprietary and licensed brands of premium products
4
Market
is
driven by consumer sentiment with the
“Back-to-School” and “Holiday” seasons being important market
indicators. Second half of year typically stronger than first half
“Back-to-School” and “Holiday” seasons being important market
indicators. Second half of year typically stronger than first half
ESTIMATED
SALES OF TOP INDEPENDENT DISTRIBUTORS
Kaman includes August 2005 acquisition of Musicorp
(AMOUNTS IN MILLIONS)
Kaman includes August 2005 acquisition of Musicorp
(AMOUNTS IN MILLIONS)
Slide
16
Source:
Music Trades
Magazine
Magazine
Music
Music
Slide
17
Source:
The Conference Board
Consumer
Confidence Index:
Segment Responds to “Back-to-school” and “Holiday” Spending Patterns
Segment Responds to “Back-to-school” and “Holiday” Spending Patterns
Music
Slide
18
Portfolio
Of Premier Branded Products:
Largest Independent Distributor…over 20,000 Products
Largest Independent Distributor…over 20,000 Products
MUSIC
BUSINESS
MIX:
DIVERSIFICATION BY MAJOR PRODUCT TYPE
DIVERSIFICATION BY MAJOR PRODUCT TYPE
Music
g
Accessories
40%
g
Percussion
31%
g
Fretted 29%
Slide
19
Financial
Review
Slide
20
Financial
Overview
|
NET
SALES ($ in Millions)
Aerospace
Aerostructures Fuzing Helicopters (incl. EODC) 1 Kamatics/RWG Industrial
Distribution
Music
Total
|
2005
$55.0 58.4 82.4 92.2 $288.0
621.9
191.3
$1,101.2
|
2004
$45.4 56.8 73.1 77.1 $252.4
581.8
161.0
$995.2
|
2003
$43.2 45.1 97.0 65.9 $251.2
497.9
145.4
$894.5
|
Year
Ended
Slide
21
1
2004 Helicopters’ sales include an $18.2 million negative sales adjustment on
the MDHI program.
Kaman
Corporation and Subsidiaries
Financial
Overview
|
OPERATING
INCOME (LOSS) ($ in Millions)
Aerospace
Industrial
Distribution
Music
Net
Gain (loss) on Sale of Product Lines and
Other Assets Corporate
Expense
Operating
Income/(Loss)
Interest
Expense, net
Other
Expense, net
Earnings
(loss) before income taxes
Depreciation
& Amortization
|
2005
$33.3
29.4
13.0
(0.0)
(42.9)
32.8
(3.0)
(0.9)
$28.9
$9.6
|
2004
$(14.3)
19.3
11.1
0.2
(28.8)
(12.5)
(3.6)
(1.1)
$(17.2)
$9.0
|
2003
$14.8
12.7
9.5
18.2
(19.1)
36.1
(3.0)
(1.3)
$31.8
$10.0
|
Slide
22
Year
Ended
Kaman
Corporation and Subsidiaries
Financial
Overview
Slide
23
2005 2004
2004/2005
Aerospace/Corporate: Various Earnings Impacts
$16.8
million $5.5
million Accrued costs on Australia SH-2G (A)
program
(7.7) million 20.1
million MD Helicopters
program (recovery)/write-down
8.3
million Stock
Appreciation Rights (Primarily non-deductible)
3.3
million
Recapitalization
Expense (Non-deductible)
7.1
million Adjustment to
Boeing Harbour Pointe contract
3.5 million Product
warranty issues at Dayron
3.4
million Adjustment
to EODC contract
2.0
million Severance:
realignment of Aerospace management
$20.7
million $41.6 million
|
As
of 12/31/2005
|
As
of 12/31/2004
|
|
|
Current
assets
|
$458,808
|
$450,335
|
|
Current
liabilities
|
223,276
|
226,105
|
|
Working
capital
|
$235,532
|
$224,230
|
|
Bank
Debt, Notes
Payable, Debentures |
$64,810 |
$43,405 |
|
Shareholders’
equity
|
$269,754
|
$284,170
|
|
Debt
as % of Total
Capitalization Capital
Expenditures
Dividends
|
19%
$9,866
$10,747
|
13%
$7,539
$9,979
|
Financial
Overview
Slide
24
Kaman
Corporation and Subsidiaries
Slide
25
Significant
Considerations
–
Major
recapitalization completed in 2005 – New symbol: KAMN
•
1
share-1 vote structure achieved with < 4% dilution
–
10.7%
increase in sales to $1.1 billion in 2005
•
EPS
of $0.57 (diluted) in 2005 compared to a loss of $0.52 in
2004
•
Dividend
increased 13.6%
•
First
full year of operations following realignment of Aerospace segment.
Transition still a
work-in-process
work-in-process
–
Seasoned
management team aligned with shareholders through
performance-based compensation
performance-based compensation
–
Strategies
for growth are in place for each segment
•
Business
climate favorable for top and bottom line growth
–
New
contracts, internal factors, and market conditions contributing
•
Acquisition
program augments organic growth
–
Nine
acquisitions in past four years: Three for each
segment
–
Most
recent: Musicorp (MBT) was the largest independent musical
instrument
distributor after Kaman. Full effect on operations in 2006
distributor after Kaman. Full effect on operations in 2006
–
Diversified
revenue stream and financial flexibility to pursue
strategic
objectives
objectives
–
$150
million revolving credit refinanced: expires 2010
–
Investment
grade: S&P rating of BBB- with stable
outlook
All
public information is available on the Kaman website:
www.kaman.com
KAMN
KAMAN
CORPORATION
Traded
on the NASDAQ
Stock Market