x
|
Quarterly
Report Pursuant To Section 13 or 15(d) of the Securities Exchange
Act of
1934
|
For
The Quarterly Period Ended March
31, 2006
|
o
|
Transition
Report Pursuant To Section 13 or 15(d) of the Securities Exchange
Act of
1934 for the
Transition
Period From ___ to ___
|
Connecticut
|
06-0613548
|
|
(State
or other jurisdiction
|
(I.R.S.
Employer
|
|
of
incorporation or organization)
|
Identification
No.)
|
Yes
x
|
No
o
|
Large
accelerated filer o
|
Accelerated
filer x
|
Non-accelerated
filer o
|
Yes
o
|
No
x
|
Common
Stock
|
24,021,273
|
|
March
31, 2006
|
December
31, 2005
|
||||||||||||||
Assets:
|
||||||||||||||||
Current
assets:
|
||||||||||||||||
Cash
and cash equivalents
|
$
|
13,709
|
$
|
12,998
|
||||||||||||
Accounts
receivable, net
|
189,954
|
176,285
|
||||||||||||||
Inventories:
|
||||||||||||||||
Contracts
and other
|
||||||||||||||||
work
in process
|
$
|
85,793
|
$
|
81,014
|
||||||||||||
Finished
goods
|
14,652
|
14,764
|
||||||||||||||
Merchandise
for resale
|
125,347
|
225,792
|
124,936
|
220,714
|
||||||||||||
Deferred
income taxes
|
30,465
|
31,652
|
||||||||||||||
Other
current assets
|
18,319
|
17,159
|
||||||||||||||
Total
current assets
|
478,239
|
458,808
|
||||||||||||||
Property,
plant & equip., at cost
|
168,580
|
167,499
|
||||||||||||||
Less
accumulated depreciation
|
||||||||||||||||
and
amortization
|
117,959
|
115,907
|
||||||||||||||
Net
property, plant & equipment
|
50,621
|
51,592
|
||||||||||||||
Goodwill
|
54,815
|
54,693
|
||||||||||||||
Other
intangible assets, net
|
19,754
|
19,836
|
||||||||||||||
Deferred
income taxes
|
8,280
|
7,908
|
||||||||||||||
Other
assets, net
|
5,743
|
5,660
|
||||||||||||||
Total
assets
|
$
|
617,452
|
$
|
598,497
|
||||||||||||
|
March
31, 2006
|
December
31, 2005
|
|||||
Liabilities
and Shareholders' Equity:
|
|||||||
Current
liabilities:
|
|||||||
Notes
payable
|
$
|
10,994
|
$
|
915
|
|||
Current
portion of long-term debt
|
1,551
|
1,660
|
|||||
Accounts
payable - trade
|
84,250
|
94,716
|
|||||
Accrued
contract losses
|
16,728
|
19,950
|
|||||
Accrued
restructuring costs
|
2,946
|
3,026
|
|||||
Other
accrued liabilities
|
46,500
|
54,227
|
|||||
Advances
on contracts
|
10,971
|
14,513
|
|||||
Other
current liabilities
|
27,132
|
27,846
|
|||||
Income
taxes payable
|
5,788
|
6,423
|
|||||
Total
current liabilities
|
206,860
|
223,276
|
|||||
Commitments
and contingencies (Note 10)
|
-
|
-
|
|||||
Long-term
debt, excl. current portion
|
90,905
|
62,235
|
|||||
Other
long-term liabilities
|
45,664
|
43,232
|
|||||
Shareholders'
equity
|
274,023
|
269,754
|
|||||
Total
liabilities and shareholders’ equity
|
$
|
617,452
|
$
|
598,497
|
|
For
the Three Months Ended
|
||||||
|
March
31, 2006
|
April
1, 2005
|
|||||
Net
sales
|
$
|
296,637
|
$
|
263,306
|
|||
Costs
and expenses:
|
|||||||
Cost
of sales
|
215,292
|
192,411
|
|||||
Selling,
general and
|
|||||||
administrative
expense
|
70,074
|
62,178
|
|||||
Net
(gain) loss on sale of assets
|
(13
|
)
|
4
|
||||
Other
operating income
|
(371
|
)
|
(458
|
)
|
|||
Interest
expense, net
|
1,258
|
712
|
|||||
Other
expense, net
|
260
|
234
|
|||||
286,500
|
255,081
|
||||||
Earnings
before income taxes
|
10,137
|
8,225
|
|||||
Income
tax expense
|
(4,217
|
)
|
(3,520
|
)
|
|||
Net
earnings
|
$
|
5,920
|
$
|
4,705
|
|||
Net
earnings per share:
|
|||||||
Basic
|
$
|
.25
|
$
|
.21
|
|||
Diluted
|
$
|
.24
|
$
|
.21
|
|||
Average
shares outstanding:
|
|||||||
Basic
|
23,937
|
22,778
|
|||||
Diluted
|
24,946
|
23,649
|
|||||
Dividends
declared per share
|
$
|
.125
|
$
|
.11
|
|||
|
For
the Three Months Ended
|
||||||
|
March
31, 2006
|
April
1, 2005
|
|||||
Cash
flows from operating activities:
|
|||||||
Net
earnings
|
$
|
5,920
|
$
|
4,705
|
|||
Depreciation
and amortization
|
2,533
|
2,289
|
|||||
Provision
(recovery) for losses on accounts receivable
|
(104
|
)
|
53
|
||||
Net
(gain) loss on sale of assets
|
(13
|
)
|
4
|
||||
Deferred
income taxes
|
814
|
1,233
|
|||||
Other,
net
|
2,923
|
2,320
|
|||||
Changes
in current assets and liabilities,
|
|||||||
excluding
effects of acquisitions/divestitures:
|
|||||||
Accounts
receivable
|
(13,531
|
)
|
(12,420
|
)
|
|||
Inventory
|
(5,048
|
)
|
(3,431
|
)
|
|||
Accounts
payable
|
(10,474
|
)
|
(4,709
|
)
|
|||
Accrued
contract losses
|
(3,225
|
)
|
(7,005
|
)
|
|||
Accrued
restructuring costs
|
(80
|
)
|
353
|
||||
Advances
on contracts
|
(3,542
|
)
|
1,229
|
||||
Changes
in other current assets and liabilities
|
(9,620
|
)
|
(4,389
|
)
|
|||
Income
taxes payable
|
(696
|
)
|
1,322
|
||||
Cash
provided by (used in) operating activities
|
(34,143
|
)
|
(18,446
|
)
|
|||
Cash
flows from investing activities:
|
|||||||
Proceeds
from sale of assets
|
24
|
162
|
|||||
Expenditures
for property, plant & equipment
|
(1,715
|
)
|
(1,098
|
)
|
|||
Acquisition
of businesses, less cash acquired
|
(53
|
)
|
(367
|
)
|
|||
Other,
net
|
(178
|
)
|
679
|
||||
Cash
provided by (used in) investing activities
|
(1,922
|
)
|
(624
|
)
|
|||
|
For
the Three Months Ended
|
||||||
|
March
31, 2006
|
April
1, 2005
|
|||||
Cash
flows from financing activities:
|
|||||||
Changes
in notes payable
|
10,079
|
1,456
|
|||||
Changes
in debt
|
28,561
|
19,741
|
|||||
Proceeds
from exercise of employee stock plans
|
551
|
278
|
|||||
Dividends
paid
|
(2,988
|
)
|
(2,504
|
)
|
|||
Other
|
476
|
-
|
|||||
Cash
provided by (used in) financing activities
|
36,679
|
18,971
|
|||||
Net
increase (decrease) in cash and cash equivalents
|
614
|
(99
|
)
|
||||
Effect
of exchange rate changes on cash and cash equivalents
|
97
|
(134
|
)
|
||||
Cash
and cash equivalents at beginning of period
|
12,998
|
12,369
|
|||||
Cash
and cash equivalents at end of period
|
$
|
13,709
|
$
|
12,136
|
|
March
31, 2006
|
December
31, 2005
|
||||||||
Trade
receivables
|
$
|
106,133
|
$
|
96,776
|
||||||
U.S.
Government contracts:
|
||||||||||
Billed
|
20,696
|
16,140
|
||||||||
Costs
and accrued profit - not billed
|
1,648
|
956
|
||||||||
Commercial
and other government contracts:
|
||||||||||
Billed
|
20,013
|
19,569
|
||||||||
Costs
and accrued profit - not billed
|
44,760
|
46,244
|
||||||||
Less
allowance for doubtful accounts
|
(3,296
|
)
|
(3,400)
|
|||||||
Total
|
$
|
189,954
|
$
|
176,285
|
Balance,
January 1, 2006
|
$
|
269,754
|
||
Net
earnings
|
5,920
|
|||
Foreign
currency translation adjustment
|
(133
|
)
|
||
Comprehensive
income
|
5,787
|
|||
Dividends
declared
|
(2,997
|
)
|
||
Employee
stock plans
|
1,365
|
|||
Debentures
|
114
|
|||
Balance,
March 31, 2006
|
$
|
274,023
|
|
Balance
at
|
Balance
at
|
||||||||||||||
|
December
31,
|
Cash
|
March
31,
|
|||||||||||||
2005
|
Additions
|
Payments
|
2006
|
|||||||||||||
Restructuring
costs
|
||||||||||||||||
Facility
closing
|
$
|
3,026
|
$
|
-
|
$
|
(80
|
)
|
$
|
2,946
|
|||||||
Total
restructuring costs
|
$
|
3,026
|
$
|
-
|
$
|
(80
|
)
|
$
|
2,946
|
Balance
at January 1, 2006
|
$
|
4,304
|
||
Product
warranty accrual
|
55
|
|||
Warranty
costs incurred
|
(186
|
)
|
||
Release
to income
|
(44
|
)
|
||
Balance
at March 31, 2006
|
$
|
4,129
|
Balance
at January 1, 2006
|
$
|
19,950
|
||
Additions
to loss accrual
|
2,953
|
|||
Costs
incurred
|
(5,852
|
)
|
||
Release
to income
|
(323
|
)
|
||
Balance
at March 31, 2006
|
$
|
16,728
|
Qualified
Pension Plan
|
SERP
|
||||||||||||
For
the Three Months Ended
|
For
the Three Months Ended
|
||||||||||||
|
March
31, 2006
|
April
1, 2005
|
March
31, 2006
|
April
1, 2005
|
|||||||||
Service
cost for benefits earned
|
$
|
3,142
|
$
|
2,873
|
$
|
528
|
$
|
352
|
|||||
Interest
cost on projected
|
|||||||||||||
benefit
obligation
|
6,603
|
6,367
|
432
|
332
|
|||||||||
Expected
return on plan assets
|
(7,362
|
)
|
(7,119
|
)
|
-
|
-
|
|||||||
Net
amortization and deferral
|
752
|
418
|
389
|
56
|
|||||||||
Net
pension cost
|
$
|
3,135
|
$
|
2,539
|
$
|
1,349
|
$
|
740
|
|
March
31, 2006
|
December
31, 2005
|
|||||
Identifiable
assets:
|
|||||||
Aerospace
|
$
|
273,594
|
$
|
266,369
|
|||
Industrial
Distribution
|
185,003
|
175,725
|
|||||
Music
|
117,062
|
117,347
|
|||||
Corporate
|
41,793
|
39,056
|
|||||
$
|
617,452
|
$
|
598,497
|
|
For
the Three Months Ended
|
||||||
|
March
31, 2006
|
April
1, 2005
|
|||||
Net
sales:
|
|||||||
Aerospace
|
$
|
73,636
|
$
|
65,681
|
|||
Industrial
Distribution
|
170,577
|
155,993
|
|||||
Music
|
52,424
|
41,632
|
|||||
$
|
296,637
|
$
|
263,306
|
||||
Operating
income:
|
|||||||
Aerospace
|
$
|
10,001
|
$
|
7,630
|
|||
Industrial
Distribution (1)
|
10,807
|
8,458
|
|||||
Music
|
1,278
|
2,574
|
|||||
Net
gain (loss) on sale of assets
|
13
|
(4
|
)
|
||||
Corporate
expense
|
(10,444
|
)
|
(9,487
|
)
|
|||
Operating
income
|
11,655
|
9,171
|
|||||
Interest
expense, net
|
(1,258
|
)
|
(712
|
)
|
|||
Other
expense, net
|
(260
|
)
|
(234
|
)
|
|||
Earnings
before income taxes
|
$
|
10,137
|
$
|
8,225
|
|
Three
Months Ended
|
||||||
|
March
31, 2006
|
April
1, 2005
|
|||||
Stock
options
|
$
|
232
|
$
|
-
|
|||
Restricted
stock awards
|
99
|
122
|
|||||
Stock
appreciation rights
|
1,257
|
-
|
|||||
Employee
stock purchase plan
|
51
|
-
|
|||||
Total
share-based compensation expense
|
$
|
1,639
|
$
|
122
|
April
1, 2005
|
|||||||
Net
earnings:
|
|||||||
As
reported
|
$
|
4,705
|
|||||
Stock
compensation reported in net
|
|||||||
earnings,
net of tax effect
|
76
|
*
|
|||||
Less
stock compensation expense,
|
|||||||
net
of tax effect
|
(261
|
)
|
**
|
||||
Pro
forma net earnings
|
$
|
4,520
|
|||||
Earnings
per share - basic:
|
|||||||
As
reported
|
.21
|
||||||
Pro
forma
|
.20
|
||||||
Earnings
per share - diluted:
|
|||||||
As
reported
|
.21
|
||||||
Pro
forma
|
.20
|
Stock
options outstanding:
|
Options
|
Weighted-
Average
Exercise
Price
Price
|
|||||
Balance
at January 1, 2006
|
910,243
|
$
|
13.13
|
||||
Options
granted
|
158,600
|
21.38
|
|||||
Options
exercised
|
(27,870
|
)
|
12.04
|
||||
Options
cancelled
|
(14,360
|
)
|
14.00
|
||||
Balance
at March 31, 2006
|
1,026,613
|
$
|
14.42
|
Weighted
average contractual remaining term
-
options outstanding
|
7.2
years
|
|||
Aggregate
intrinsic value - options outstanding
|
$
|
11,106
|
||
Options
exercisable
|
464,194
|
|||
Weighted
average exercise price - options exercisable
|
$
|
14.02
|
||
Aggregate
intrinsic value - options exercisable
|
$
|
5,205
|
||
Weighted
average contractual remaining term - options exercisable
|
5.4
Years
|
|
Three
Months Ended
|
||||||
|
March
31, 2006
|
April
1, 2005
|
|||||
Expected
option term
|
6.5
years
|
8
years
|
|||||
Expected
volatility
|
41.5
|
%
|
39.9
|
%
|
|||
Risk-free
interest rate
|
4.5
|
%
|
4.2
|
%
|
|||
Expected
dividend yield
|
2.5
|
%
|
3.8
|
%
|
|||
Per
share fair value of options granted
|
$
|
7.99
|
$
|
3.68
|
Restricted
Stock outstanding:
|
RSA
|
Weighted-Average
Grant
Date Fair Value
|
|||||
Nonvested
at January 1, 2006
|
56,580
|
$
|
12.79
|
||||
RSA
granted
|
29,475
|
21.38
|
|||||
Vested
|
(30,260
|
)
|
13.94
|
||||
Cancelled
|
(625
|
)
|
21.38
|
||||
Nonvested
at March 31, 2006
|
55,170
|
$
|
16.65
|
SARs
outstanding:
|
SARs
|
Weighted-Average
Exercise
Price
|
|||||
Balance
at January 1, 2006
|
241,780
|
$
|
11.51
|
||||
SARs
granted
|
-
|
-
|
|||||
SARs
exercised
|
(102,720
|
)
|
12.67
|
||||
SARs
cancelled
|
-
|
-
|
|||||
Balance
at March 31, 2006
|
139,060
|
$
|
10.65
|
I.
|
Overview
of Business
|
II.
|
First
Quarter 2006 Highlights
|
III.
|
Results
of Operations
|
IV.
|
Critical
Accounting Estimates
|
V.
|
Liquidity
and Capital Resources
|
VI.
|
Contractual
Obligations and Off-Balance Sheet Arrangements
|
VII.
|
Recent
Accounting Standards
|
· |
Our
net sales increased 12.7 percent in the first quarter of 2006 compared
to
the first quarter of 2005.
|
· |
Our
net earnings increased 25.8 percent in the first quarter of 2006
compared
to the first quarter of 2005.
|
· |
Earnings
per share diluted increased 14.3 percent in the first quarter of
2006
compared to the first quarter of 2005. The 2006 earnings per share
diluted
reflects the effect of the 3.6 percent additional dilution resulting
from
the recapitalization completed in November 2005.
|
· |
We
recorded an additional $2.5 million charge related to the increase
in
anticipated costs to complete the SH-2G(A) program for the RAN based
upon
additional information obtained during the first quarter of
2006.
|
· |
In
March 2006, the Air Force released production for Option 3 for the
Joint
Programmable Fuze (JPF) program that is scheduled to begin assembly
in
late 2006.
|
· |
The
Industrial Distribution segment and the Kamatics subsidiary continued
to
experience strong sales during the first quarter of
2006.
|
· |
The
Music segment produced mixed results which management believes is
partially a result of lower discretionary spending within our current
primary consumer base as well as retailers selling their overstock
of
inventory during the first quarter of
2006.
|
Selected
Consolidated Financial Information
|
||||||||||
(In
millions)
|
||||||||||
|
For
the Three Months Ended
|
|||||||||
In
millions, except per share data
|
March
31, 2006
|
April
1, 2005
|
||||||||
Net
sales
|
$
|
296.6
|
$
|
263.3
|
||||||
%
change
|
12.7
|
%
|
7.4
|
%
|
||||||
Gross
Profit
|
$
|
81.3
|
$
|
71.0
|
||||||
%
of net sales
|
27.4
|
%
|
26.9
|
%
|
||||||
Selling,
general & administrative expenses (S,G&A)
|
$
|
70.1
|
$
|
62.2
|
||||||
%
of net sales
|
23.6
|
%
|
23.6
|
%
|
||||||
Operating
income
|
$
|
11.7
|
$
|
9.2
|
||||||
%
of net sales
|
3.9
|
%
|
3.5
|
%
|
||||||
Interest
expense, net
|
(1.3
|
)
|
(.7
|
)
|
||||||
Other
expense, net
|
(.3
|
)
|
(.3
|
)
|
||||||
Net
earnings
|
$
|
5.9
|
$
|
4.7
|
||||||
Net
earnings per share - basic
|
$
|
.25
|
$
|
.21
|
||||||
Net
earnings per share - diluted
|
.24
|
.21
|
||||||||
· |
Music
segment S,G&A expense increased $3.2 million substantially all of
which relates to additional expense for
Musicorp.
|
· |
Industrial
Distribution segment S,G&A expense increased $2.9 million primarily
due to higher employee compensation costs as well as further sales
volume.
|
· |
The
Aerospace segment S,G&A increased $0.8 million partially due to
increased sales activity for most operating units. There was also
an
increase in Bid and Proposal/Independent Research and Development
costs
for two of the operating units.
|
· |
Corporate
expense increased $1.0 million, which related principally to $1.3
million
in stock appreciation rights (SAR) expense which are offset to some extent
by a decrease in other employee related costs.
|
In
millions
|
For
the three months ended
|
||||||
|
March
31, 2006
|
April
1, 2005
|
|||||
Net
sales
|
$
|
73.6
|
$
|
65.7
|
|||
%
change
|
12.1
|
%
|
10.9
|
%
|
|||
Operating
income
|
$
|
10.0
|
$
|
7.6
|
|||
%
of net sales
|
13.6
|
%
|
11.6
|
%
|
In
millions
|
For
the three months ended
|
||||||
|
March
31, 2006
|
April
1, 2005
|
|||||
Net
sales
|
$
|
170.6
|
$
|
156.0
|
|||
%
change
|
9.3
|
%
|
7.1
|
%
|
|||
Operating
income
|
$
|
10.8
|
$
|
8.5
|
|||
%
of net sales
|
6.3
|
%
|
5.4
|
%
|
In
millions
|
For
the three months ended
|
||||||
|
March
31, 2006
|
April
1, 2005
|
|||||
Net
sales
|
$
|
52.4
|
$
|
41.6
|
|||
%
change
|
25.9
|
%
|
3.2
|
%
|
|||
Operating
income
|
$
|
1.3
|
$
|
2.6
|
|||
%
of net sales
|
2.4
|
%
|
6.2
|
%
|
In
millions
|
For
the three months ended
|
||||||
|
March
31, 2006
|
April
1, 2005
|
|||||
Total
cash provided by (used in)
|
|||||||
Operating
activities
|
$
|
(34.1
|
)
|
$
|
(18.5
|
)
|
|
Investing
activities
|
(1.9
|
)
|
(.6
|
)
|
|||
Financing
activities
|
36.6
|
19.0
|
|||||
Increase
(decrease) in cash
|
$
|
0.6
|
$
|
(.1
|
)
|
· |
Increase
in cash outflow related to higher purchases in order to meet customer
demand primarily in the Industrial Distribution segment as well as
a
significant paydown of accounts payable in that segment.
|
· |
The
Aerospace segment experienced a significant cash outflow related
to the
payments of expenses associated with loss contracts, specifically
for the
subcontract labor for the SH-2G(A) program, during the first quarter
of
2006.
|
· |
Cash
outflow during the first quarter of 2006 related to a larger payment
of
incentive compensation.
|
Total
Number
|
||||||||
of
Shares
|
Maximum
|
|||||||
Purchased
as
|
Number
of
|
|||||||
Total
|
Part
of
|
Shares
That
|
||||||
Number
|
Average
|
Publicly
|
May
Yet Be
|
|||||
of
Shares
|
Price
Paid
|
Announced
|
Purchased
Under
|
|||||
Period
|
Purchased
|
per
Share
|
Plan
|
the
Plan
|
||||
01/01/06-
|
||||||||
01/27/06
|
-
|
-
|
269,611
|
1,130,389
|
||||
01/28/06-
|
||||||||
02/24/06
|
-
|
-
|
269,611
|
1,130,389
|
||||
02/25/06-
|
||||||||
03/31/06
|
-
|
-
|
269,611
|
1,130,389
|
Name
|
In
Favor
|
Vote
Withheld
|
Robert
Alvine
|
21,050,233
|
115,356
|
E.
Reeves Callaway III
|
20,899,634
|
265,955
|
Karen
M. Garrison
|
21,046,458
|
119,131
|
10.1
|
Form
of Long-Term Performance Award Agreement
|
11
|
Earnings
Per Share Computation
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Rule 13a-14 under the Securities
and Exchange Act of 1934
|
31.2
|
Certification
of Chief Financial Officer Pursuant to Rule 13a-14 under the Securities
and Exchange Act of 1934
|
32.1
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
KAMAN
CORPORATION
|
||
Registrant
|
||
Date:
May 2, 2006
|
By:
/s/ Paul R. Kuhn
|
|
Paul
R. Kuhn
|
||
Chairman,
President and
|
||
Chief
Executive Officer
|
||
(Duly
Authorized Officer)
|
Date:
May 2, 2006
|
By:
/s/ Robert M. Garneau
|
|
Robert
M. Garneau
|
||
Executive
Vice President and
|
||
Chief
Financial Officer
|
Exhibit
10.1
|
Form
of Long-Term Performance Award Agreement
|
Attached
|
Exhibit
11
|
Earnings
Per Share Computation
|
Attached
|
Exhibit
31.1
|
Certification
of Chief Executive Officer
Pursuant
to Rule 13a-14 under the Securities and Exchange Act of
1934
|
Attached
|
Exhibit
31.2
|
Certification
of Chief Financial Officer
Pursuant
to Rule 13a-14 under the Securities and Exchange Act of 1934
|
Attached
|
Exhibit
32.1
|
Certification
of Chief Executive Officer
Pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the
Sarbanes-Oxley Act of 2002
|
Attached
|
Exhibit
32.2
|
Certification
of Chief Financial Officer
Pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the
Sarbanes-Oxley Act of 2002
|
Attached
|
Participant
|
KAMAN
CORPORATION
|
||
By
|
|||
|
Its
|
|
Target Award as % of Base Salary at |
Participant
|
the Beginning of the Performance Period |
Name
|
XX%
|
Performance Measure | Weighting | |
Average return on total capital |
[40%]
|
|
Growth in earnings per share |
[40%]
|
|
Total return to shareholders |
[20%]
|
•
|
Average
return on total capital
|
•
|
Growth
in earnings per share
|
•
|
Total
return to shareholders
|
Kaman Performance vs. Russell 2000 Companies | % of Target Award Earned | |
Below
25th percentile
|
None
|
|
25th
percentile
|
25%
|
|
50th
percentile
|
100%
|
|
75th percentile
& above
|
200%
|
Participant
|
KAMAN
CORPORATION
|
||
By
|
|||
Dated:
|
Its
|
|
For
the Three Months
End
|
||||||
|
March
31, 2006
|
April
1, 2005
|
|||||
Basic:
|
|||||||
Net
earnings
|
$
|
5,920
|
$
|
4,705
|
|||
Weighted
average number of shares outstanding
|
23,937
|
22,778
|
|||||
Net
earnings per share-basic
|
$
|
.25
|
$
|
.21
|
|||
Diluted:
|
|||||||
Net
earnings
|
$
|
5,920
|
$
|
4,705
|
|||
Elimination
of interest expense on 6% subordinated
|
|||||||
convertible
debentures (net after taxes)
|
157
|
168
|
|||||
Net
earnings (as adjusted)
|
$
|
6,077
|
$
|
4,873
|
|||
Weighted
average number of shares outstanding
|
23,937
|
22,778
|
|||||
Weighted
averages shares issuable on conversion
|
|||||||
of
6% subordinated debentures
|
767
|
839
|
|||||
Weighted
average shares issuable on exercise
|
|||||||
of
dilutive stock options
|
242
|
32
|
|||||
Total
|
24,946
|
23,649
|
|||||
Net
earnings per share - diluted
|
$
|
.24
|
$
|
.21
|
|||
1. |
I
have reviewed this quarterly report on Form 10-Q of Kaman
Corporation;
|
2. |
Based
on my knowledge, this 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
report;
|
3. |
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the period presented in this 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-15(e) and 15d-15(e) and internal
control
over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and
15d-15(f) for the registrant and
have:
|
(a) |
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, 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 report is
being
prepared;
|
(b) |
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
(c) |
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report, based on such evaluation;
and
|
(d) |
Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely
to
materially affect, the registrant's internal control over financial
reporting; and
|
5. |
The
registrant's other certifying officers and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
|
(a) |
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record,
process, summarize and report financial information; and
|
(b) |
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
|
Date:
May 2, 2006
|
By:
/s/ Paul R. Kuhn
|
Paul
R. Kuhn
|
|
Chairman,
President and
|
|
Chief
Executive Officer
|
1. |
I
have reviewed this quarterly report on Form 10-Q of Kaman
Corporation;
|
2. |
Based
on my knowledge, this 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
report;
|
3. |
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the period presented in this 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-15(e) and 15d-15(e) and internal
control
over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and
15d-15(f) for the registrant and
have:
|
(a) |
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, 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 report is
being
prepared;
|
(b) |
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
(c) |
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report, based on such evaluation;
and
|
(d) |
Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely
to
materially affect, the registrant's internal control over financial
reporting; and
|
5. |
The
registrant's other certifying officers and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
|
(a) |
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record,
process, summarize and report financial information; and
|
(b) |
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
|
Date:
May 2, 2006
|
By:
/s/ Robert M. Garneau
|
Robert
M. Garneau
|
|
Executive
Vice President and
|
|
Chief
Financial Officer
|
1) |
The
Report fully complies with the requirements of Section 13(a) or 15(d)
of
the Securities Exchange Act of 1934, and
|
2) |
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Corporation.
|
Date:
May 2, 2006
|
By:
/s/ Paul R. Kuhn
|
Paul
R. Kuhn
|
|
Chairman,
President and
|
|
Chief
Executive Officer
|
1) |
The
Report fully complies with the requirements of Section 13(a) or 15(d)
of
the Securities Exchange Act of 1934, and
|
2) |
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Corporation.
|
Date:
May 2, 2006
|
By:
/s/ Robert M. Garneau
|
Robert
M. Garneau
|
|
Executive
Vice President and
|
|
Chief
Financial Officer
|