kamn-20221101
0000054381false00000543812022-11-012022-11-01

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):November 1, 2022
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 Symbol (s)Name 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 November 1, 2022, the Company issued a press release summarizing the Company's financial results for the fiscal quarter ended September 30, 2022. 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, November 2, 2022, at 8:30 AM ET. Participants must register for the teleconference. Once registration is complete, participants will be provided with a dial-in number containing a personalized PIN to access the call. While not required, it is recommended that participants join 10 minutes prior to the event start. A live webcast will be available during the call and a replay will available two hours after the call. Registration and webcast can be accessed at http://www.kaman.com/investors/quarterly-earnings-calls. 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, November 1, 2022, regarding financial performance for the fiscal quarter ended September 30, 2022.



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/ James G. Coogan
James G. Coogan
Senior Vice President and
Chief Financial Officer
Date: November 1, 2022



KAMAN CORPORATION AND SUBSIDIARIES

Index to Exhibits
ExhibitDescription
99.1Attached
104Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101

Document

https://cdn.kscope.io/110e05d3320cade78559f3f4f8c5da7b-kaman_logoxhorzxcmyka.jpg
NEWS RELEASE
November 1, 2022

KAMAN REPORTS THIRD QUARTER 2022 RESULTS


Third Quarter 2022 Highlights:

Completed acquisition of Parker-Hannifin's Aircraft Wheel & Brake division, the largest in the history of the company
Consolidated results supported by strength in Engineered Products amid program and supplier challenges
Net sales: $172 million
Gross Margin: 32.5%
Net earnings: $0.6 million
Adjusted EBITDA*: $20.6 million; Adjusted EBITDA margin*: 12.0%
Diluted earnings per share: $0.02 per share, $0.32 per share adjusted*

Table 1. Summary of Financial Results (unaudited)
Thousands of U.S. dollars
(except share data)
Three Months EndedNine Months Ended
September 30,
2022
July 1,
2022
October 1,
2021
September 30,
2022
October 1,
2021
Net sales$172,004 $160,766 $179,836 $490,818 $533,846 
Net earnings625 4,064 14,667 8,717 34,507 
Adjusted EBITDA*20,614 16,429 27,816 49,229 71,873 
Adjusted EBITDA margin*12.0 %10.2 %15.5 %10.0 %13.5 %
Diluted earnings per share$0.02 $0.14 $0.53 $0.31 $1.24 
Adjusted diluted earnings per share*$0.32 $0.31 $0.60 $0.77 $1.45 
*See the end of this release for an explanation of the Company's use of Adjusted EBITDA, Adjusted EBITDA margin, Free cash flow and Adjusted diluted earnings per share. See tables 6-13 for reconciliations to the most comparable GAAP measure.


BLOOMFIELD, Conn. (November 1, 2022) - Kaman Corp. (NYSE:KAMN) today reported financial results for the third fiscal quarter ended September 30, 2022.

“In September, we executed on our growth strategy with the acquisition of Parker-Hannifin’s Aircraft Wheel and Brake division, the largest in our company's history. This acquisition expands the breadth of our product offerings and will drive meaningful margin and cash flow accretion. During the quarter, consolidated results benefited from strong performance in Engineered Products while some program and supplier challenges pressured current results and full year expectations. We continue to see strength in market demand with healthy order rates for our most profitable bearings, springs, seals and contacts products. In addition, demand in the commercial aerospace market is ramping, as sales increased to Boeing and Airbus for the fifth quarter in a row,” said Ian K. Walsh, Chairman, President and Chief Executive Officer.
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“In the third quarter, our Engineered Products segment delivered excellent performance with year over year sales growth of 9% which was 11% excluding the increase from Aircraft Wheel and Brake and foreign exchange pressures. Additionally, order rates remained strong with backlog growing organically by nearly 40 percent since the beginning of the year. Margins were slightly tempered by some supply chain challenges in this segment; however, we are pleased with the way our teams have been managing these issues in order to limit disruptions, while continuing to meet our customer requirements.”

“In Precision Products, our fuze delivery plan is slightly below our prior expectations due to a delay in receipt of a supplied component. This has shifted the timing of deliveries, which will postpone a significant portion of our cash receipts to 2023. With regard to our air vehicles program, we are excited to announce that the Marine Corps selected KARGO UAV for its MULS-A program. They will be funding a prototype build starting in 2023 with a customer Field User Capability Assessment to follow.”

“In our Structures segment, certain program and supplier challenges are delaying the recovery we had anticipated, impacting our expected earnings and cash flow performance for the full year. We remain focused on improving the operational performance of this segment and winning new business opportunities in complex structural programs,” said Walsh.

Outlook

"Kaman is seeing sustained strength in our backlog of greater than $765 million and robust revenue, margins and backlog for bearings, seals, springs and contacts products driven by persistently strong demand. Guidance for the full year 2022 is being revised to include Aircraft Wheel and Brake and account for a decrease from our prior expectations based on a combination of execution on our programs and supplier challenges in Precision Products and Structures. The most meaningful change is the reduction in our cash flow for the year driven mostly by a delay in cash collections which will shift to 2023 due to the push out of deliveries."

"Over the long term, Kaman is positioned to provide meaningful shareholder returns. We will remain disciplined in our approach to capital allocation and our main priority is to deleverage our balance sheet. We will continue to invest in research and development of new products and remain thoughtful in our strategy to achieve top quartile EBITDA margin, free cash flow and return on invested capital,” Walsh said.

See Table 5 of this release for an updated outlook summary for 2022.




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KAMAN BUSINESS RESULTS DISCUSSION
Kaman manages its portfolio through three segments: (1) Engineered Products; (2) Precision Products; and (3) Structures.

Engineered Products - Our Engineered Products segment serves the aerospace and defense, industrial and medical markets providing sophisticated, proprietary aircraft bearings and components; super precision, miniature ball bearings; proprietary spring energized seals, springs and contacts; and wheels, brakes and related hydraulic components for helicopters, fixed-wing and UAV aircraft.

Table 2. Engineered Products Results
Thousands of U.S. dollarsThree Months EndedNine Months Ended
September 30,
2022
July 1,
2022
October 1,
2021
September 30,
2022
October 1,
2021
Net sales$92,052 $89,765 $84,399 $263,269 $235,134 
Operating income14,156 15,467 14,931 40,665 29,595 
Adjusted EBITDA21,772 21,614 21,488 60,655 49,321 
Adjusted EBITDA margin23.7 %24.1 %25.5 %23.0 %21.0 %


Three months ended September 30, 2022 versus three months ended July 1, 2022 - Operating income decreased $1.3 million, and Adjusted EBITDA and margin were relatively unchanged compared to the second quarter of 2022. Within the third quarter of 2022, we incurred an inventory step-up of $0.8 million related to the acquisition of Aircraft Wheel & Brake. Results for Adjusted EBITDA and margin were impacted by lower sales of engine aftermarket products and industrial bearings. This was mostly offset by higher commercial aerospace bearings sales.

Three months ended September 30, 2022 versus three months ended October 1, 2021 - Operating income decreased $0.8 million, Adjusted EBITDA increased $0.3 million and margin decreased 180 basis points versus the third quarter of 2021. Within the third quarter 2022, we incurred an inventory step-up of $0.8 million dollars related to the acquisition of Aircraft Wheel & Brake. Compared to the prior period, results for Adjusted EBITDA and margin were impacted by lower sales of defense and industrial bearings. This was partially offset by higher sales of commercial aerospace bearings and seals, springs and contacts in industrial applications.

Precision Products - Our Precision Products segment serves the aerospace and defense markets providing precision 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 heavy lift K-MAX® manned helicopter, the K-MAX TITAN unmanned aerial system and the KARGO UAV unmanned aerial system, a purpose built autonomous medium lift logistics vehicle.

Table 3. Precision Products Results
Thousands of U.S. dollarsThree Months EndedNine Months Ended
September 30,
2022
July 1,
2022
October 1,
2021
September 30,
2022
October 1,
2021
Net sales$46,282 $41,267 $63,584 $135,098 $195,656 
Operating income5,730 2,550 13,792 11,689 46,274 
Adjusted EBITDA6,534 3,593 14,814 14,567 49,381 
Adjusted EBITDA margin14.1 %8.7 %23.3 %10.8 %25.2 %



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Three months ended September 30, 2022 versus three months ended July 1, 2022 - Operating income increased $3.2 million, Adjusted EBITDA increased $2.9 million and margin increased 540 basis points versus the second quarter of 2022. Compared to the prior period, results improved driven by higher sales and associated gross profit for our JPF program partially offset by lower sales and margins for K-MAX® spares and support as well as for our SH-2G program.

Three months ended September 30, 2022 versus three months ended October 1, 2021 - Operating income decreased $8.1 million, Adjusted EBITDA decreased $8.3 million and margin decreased 920 basis points versus the third quarter of 2021. Results declined compared to the same period last year, primarily due to lower sales and associated gross profit for our JPF program and our K-MAX® program and higher research and development expense.

Structures - Our Structures segment serves the aerospace and defense and medical end markets providing sophisticated complex metallic and composite aerostructures for commercial, military and general aviation fixed and rotary wing aircraft, and medical imaging solutions.

Table 4. Structures Results
Thousands of U.S. dollarsThree Months EndedNine Months Ended
September 30,
2022
July 1,
2022
October 1,
2021
September 30,
2022
October 1,
2021
Net sales$33,670 $29,734 $31,853 $92,451 $103,056 
Operating income (loss)71 (830)330 (1,376)(871)
Adjusted EBITDA941 57 1,187 1,287 1,702 
Adjusted EBITDA margin2.8 %0.2 %3.7 %1.4 %1.7 %

Three months ended September 30, 2022 versus three months ended July 1, 2022 - Operating income and Adjusted EBITDA increased $0.9 million and margin increased 260 basis points versus the second quarter of 2022. Results improved primarily due to increased sales and margin in our Sikorsky UH-60 Black Hawk program.

Three months ended September 30, 2022 versus three months ended October 1, 2021 - Operating income, Adjusted EBITDA and margin were relatively unchanged compared to the third quarter of 2021. Compared to the prior period, sales and associated gross profit for certain composites programs declined mostly offset by increases in our sales and margin for our Boeing P-8A program and our Rolls Royce programs.

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.


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OUTLOOK
Table 5. Outlook
Millions of U.S. dollars (except share data) 2022 Outlook
Low EndHigh End
Net Sales$695.0 $710.0 
Earnings from continuing operations$12.1 $16.3 
Adjusted EBITDA$72.5 $77.5 
Adjusted EBITDA margin10.4 %10.9 %
Adjusted diluted earnings per share$0.95 $1.10 
Cash flow from operating activities$15.0 $30.0 
Adjusted free cash flow$(10.0)$5.0 

Please see the supplemental presentation relating to the third quarter 2022 on our Company's website for a full outlook summary.

CONFERENCE CALL
A webcast and conference call has been scheduled for tomorrow, November 2, 2022, at 8:30 AM ET. Participants must register for the teleconference. Once registration is complete, participants will be provided with a dial-in number containing a personalized PIN to access the call. While not required, it is recommended that participants join 10 minutes prior to the event start. A live webcast will be available during the call and a replay will be available two hours after the call. Registration and webcast can be accessed at www.kaman.com/investors/quarterly-earnings-calls. 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 this release. In addition, a supplemental presentation relating to the third quarter 2022 results will be posted to the Company’s website prior to the earnings call at www.kaman.com/investors/quarterly-earnings-calls.

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; wheels, brakes and related hydraulic components for helicopters, fixed-wing and UAV aircraft; 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 heavy lift K-MAX® manned helicopter, the K-MAX TITAN unmanned helicopter and the KARGO UAV unmanned aerial system, a purpose built autonomous medium lift logistics vehicle. 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) 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:


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Adjusted EBITDA and Adjusted EBITDA margin - Adjusted EBITDA for the consolidated company results is defined as net earnings before interest, taxes, other expense (income), net, depreciation and amortization and certain items that are not indicative of the operating performance of the Company for the periods presented. Adjusted EBITDA for the segments is defined as operating income before depreciation and amortization. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percent of Net sales. Management believes Adjusted EBITDA and Adjusted EBITDA margin provide 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 they provide 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 and Adjusted EBITDA margin are not presented as an alternative measure of operating performance, as determined in accordance with GAAP. The following tables illustrate the calculation of Adjusted EBITDA:

Table 6. Adjusted EBITDA and Adjusted EBITDA Margin (unaudited)
Three Months Ended
Thousands of U.S. dollarsSeptember 30, 2022
ConsolidatedEngineered ProductsPrecision ProductsStructuresCorp/Elims**
Net sales$172,004 $92,052 $46,282 $33,670 $— 
Net earnings625 
Interest expense, net3,614 
Income tax expense (benefit)128 
Non-service pension and post retirement benefit income(5,142)
Other expense (income), net1,221 
Operating income (loss)$446 $14,156 $5,730 $71 $(19,511)
Depreciation and amortization9,383 6,856 804 870 853 
Restructuring and severance costs(243)— — — (243)
Cost associated with corporate development activities10,725 — — — 10,725 
Inventory step-up associated with acquisition760 760 — — — 
(Gain) loss on sale of business(457)— — — (457)
Other Adjustments$20,168 $7,616 $804 $870 $10,878 
Adjusted EBITDA$20,614 $21,772 $6,534 $941 $(8,633)
   Adjusted EBITDA margin12.0 %23.7 %14.1 %2.8 %
**Corp/Elims Operating income (loss) represents the Corporate office expenses and $0.7 million of unallocated income that is shown on the Condensed Consolidated Statement of Earnings as their own line items.



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Table 7. Adjusted EBITDA and Adjusted EBITDA margin (unaudited)
Three Months Ended
Thousands of U.S. dollarsJuly 1, 2022
ConsolidatedEngineered ProductsPrecision ProductsStructuresCorp/Elims**
Net sales$160,766 $89,765 $41,267 $29,734 $— 
Net earnings4,064 
Interest expense, net1,993 
Income tax expense (benefit)557 
Non-service pension and post retirement benefit income(5,024)
Other expense (income), net690 
Operating income (loss)$2,280 $15,467 $2,550 $(830)$(14,907)
Depreciation and amortization8,822 6,147 1,043 887 745 
Restructuring and severance costs2,927 — — — 2,927 
Cost associated with corporate development activities2,400 — — — 2,400 
Other Adjustments$14,149 $6,147 $1,043 $887 $6,072 
Adjusted EBITDA$16,429 $21,614 $3,593 $57 $(8,835)
   Adjusted EBITDA margin10.2 %24.1 %8.7 %0.2 %
**Corp/Elims Operating income (loss) represents the Corporate office expenses and $2.9 million of unallocated expenses that are shown on the Condensed Consolidated Statement of Earnings as their own line items.

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Table 8. Adjusted EBITDA and Adjusted EBITDA margin (unaudited)
Three Months Ended
Thousands of U.S. dollarsOctober 1, 2021
ConsolidatedEngineered ProductsPrecision ProductsStructuresCorp/Elims**
Net sales$179,836 $84,399 $63,584 $31,853 $— 
Net earnings14,667 
Interest expense, net3,646 
Income tax expense (benefit)4,447 
Non-service pension and post retirement benefit income(6,612)
Income from TSA(14)
Other expense (income), net(172)
Operating income (loss)$15,962 $14,931 $13,792 $330 $(13,091)
Depreciation and amortization9,083 6,557 1,022 857 647 
Restructuring and severance costs2,611 — — — 2,611 
Costs associated with corporate development activities136 — — — 136 
Costs from transition service agreement24 — — — 24 
Other Adjustments$11,854 $6,557 $1,022 $857 $3,418 
Adjusted EBITDA$27,816 $21,488 $14,814 $1,187 $(9,673)
   Adjusted EBITDA margin15.5 %25.5 %23.3 %3.7 %
**Corp/Elims Operating income (loss) represents the Corporate office expenses and $2.6 million of unallocated expenses that are shown on the Condensed Consolidated Statement of Earnings as their own line items.

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Table 9. Adjusted EBITDA and Adjusted EBITDA margin (unaudited)
Nine Months Ended
Thousands of U.S. dollarsSeptember 30, 2022
ConsolidatedEngineered ProductsPrecision ProductsStructuresCorp/Elims**
Net sales$490,818 $263,269 $135,098 $92,451 $— 
Net earnings8,717 
Interest expense, net8,088 
Income tax expense (benefit)1,992 
Non-service pension and post retirement benefit income(15,429)
Other expense (income), net2,415 
Operating income (loss)$5,783 $40,665 $11,689 $(1,376)$(45,195)
Depreciation and amortization27,037 19,230 2,878 2,663 2,266 
Restructuring and severance costs2,853 — — — 2,853 
Cost associated with corporate development activities13,253 — — — 13,253 
Inventory step-up associated with acquisition760 760 — — — 
(Gain) loss on sale of business(457)— — — (457)
Other Adjustments$43,446 $19,990 $2,878 $2,663 $17,915 
Adjusted EBITDA$49,229 $60,655 $14,567 $1,287 $(27,280)
   Adjusted EBITDA margin10.0 %23.0 %10.8 %1.4 %
**Corp/Elims Operating income (loss) represents the Corporate office expenses and $2.5 million of unallocated expenses that are shown on the Condensed Consolidated Statement of Earnings as their own line items.
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Table 10. Adjusted EBITDA and Adjusted EBITDA margin (unaudited)
Nine Months Ended
Thousands of U.S. dollarsOctober 1, 2021
ConsolidatedEngineered ProductsPrecision ProductsStructuresCorp/Elims**
Net sales$533,846 $235,134 $195,656 $103,056 $— 
Net earnings$34,507 
Interest expense, net12,232 
Income tax expense (benefit)10,156 
Non-service pension and post retirement benefit income(19,832)
Income from TSA(931)
Other expense (income), net275 
Operating income (loss)$36,407 $29,595 $46,274 $(871)$(38,591)
Depreciation and amortization27,474 19,726 3,107 2,573 2,068 
Restructuring and severance costs5,479 — — — 5,479 
Costs from transition service agreement1,728 — — — 1,728 
Cost associated with corporate development activities551 — — — 551 
(Gain) loss on sale of business234 — — — 234 
Other Adjustments$35,466 $19,726 $3,107 $2,573 $10,060 
Adjusted EBITDA$71,873 $49,321 $49,381 $1,702 $(28,531)
   Adjusted EBITDA margin13.5 %21.0 %25.2 %1.7 %
**Corp/Elims Operating income (loss) represents the Corporate office expenses and $7.4 million of unallocated expenses that are shown on the Condensed Consolidated Statement of Earnings as their own line items.
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Adjusted Net Earnings and Adjusted Diluted Earnings Per Share - Adjusted net earnings and adjusted diluted earnings per share are defined as GAAP "Net earnings" and "Diluted earnings per share", less items that are not indicative of the operating performance of the business for the periods presented. Management uses adjusted net earnings and adjusted diluted earnings per share 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 net earnings and adjusted diluted earnings per share:
Table 11. Adjusted Net Earnings and Adjusted Diluted Earnings per Share (unaudited)
Thousands of U.S. dollars (except share data)
Three Months EndedThree Months Ended
September 30, 2022October 1, 2021
Pre-TaxTax-EffectedDiluted EPSPre-TaxTax-EffectedDiluted EPS
Net earnings$753 $625 $0.02 $19,114 $14,667 $0.53 
Adjustments:
Restructuring and severance costs(243)(189)(0.01)2,611 2,003 0.07 
Costs associated with corporate development activities10,725 8,363 0.30 136 104 — 
Inventory step-up associated with acquisition760 593 0.02 — — — 
Costs from transition services agreement— — — 24 18 — 
Income from transition services agreement— — — (14)(11)— 
(Gain) loss on sale of business(457)(356)(0.01)— — — 
Adjustments$10,785 $8,411 $0.30 $2,757 $2,114 $0.07 
Adjusted net earnings$11,538 $9,036 $0.32 $21,871 $16,781 $0.60 
Diluted weighted average shares outstanding28,088 27,888 
Three Months Ended
July 1, 2022
Pre-TaxTax-EffectedDiluted EPS
Net earnings$4,621 $4,064 $0.14 
Adjustments:
Restructuring and severance costs2,927 2,574 0.09 
Costs associated with corporate development activities2,400 2,111 0.08 
Adjustments$5,327 $4,685 $0.17 
Adjusted net earnings$9,948 $8,749 $0.31 
Diluted weighted average shares outstanding28,059 


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Table 12. Adjusted Net Earnings and Adjusted Diluted Earnings per Share (unaudited)
Thousands of U.S. dollars (except share data)
Nine Months EndedNine Months Ended
September 30, 2022October 1, 2021
Pre-TaxTax-EffectedDiluted EPSPre-TaxTax-EffectedDiluted EPS
Net earnings$10,709 $8,717 $0.31 $44,663 $34,507 $1.24 
Adjustments:
Restructuring and severance costs2,853 2,225 0.08 5,479 4,280 0.15 
Costs associated with corporate development activities13,253 10,334 0.37 551 432 0.02 
Inventory step-up associated with acquisition760 593 0.02 —  — 
Costs from transition services agreement— — — 1,728 1,370 0.05 
Income from transition services agreement— — — (931)(739)(0.03)
Tax expense on sale of UK operations— — — 287 287 0.01 
(Gain) loss on sale of business(457)(356)(0.01)234234 0.01 
Adjustments$16,409 $12,796 $0.46 $7,348 $5,864 $0.21 
Adjusted net earnings$27,118 $21,513 $0.77 $52,011 $40,371 $1.45 
Diluted weighted average shares outstanding28,076 27,889 


Free Cash Flow - Free cash flow is defined as GAAP “Net cash provided by (used in) operating activities” in a period less “Expenditures for property, plant & equipment” in the same period. Management believes free cash flow 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 should not be viewed as representing the residual cash flow available for discretionary expenditures such as dividends to shareholders or acquisitions. Management uses free cash flow internally to assess overall liquidity. The following table illustrates the calculation of free cash flow.

Table 13. Free Cash Flow (unaudited)
Thousands of U.S. dollarsThree Months EndedLast Twelve Months
December 31,
2021
April 1, 2022July 1,
2022
September 30,
2022
September 30,
2022
Net cash provided by (used in) operating activities$34,575 $(1,017)$(25,937)$(6,746)$875 
Expenditures for property, plant & equipment(6,166)(6,877)(3,643)(7,106)(23,792)
Free cash flow$28,409 $(7,894)$(29,580)$(13,852)$(22,917)




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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) changes in domestic and foreign economic and competitive conditions in markets served by the Company, particularly the defense, commercial aviation and industrial production markets; (ii) 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); (iii) the global economic impact of the COVID-19 pandemic; (iv) risks and uncertainties associated with the successful integration of our Aircraft Wheel and Brake acquisition; (v) changes in geopolitical conditions in countries where the Company does or intends to do business; (vi) 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; (vii) the timely receipt of any necessary export approvals and/or other licenses or authorizations from the USG; (viii) timely satisfaction or fulfillment of material contractual conditions precedents in customer purchase orders, contracts, or similar arrangements; (ix) the existence of standard government contract provisions permitting renegotiation of terms and termination for the convenience of the government; (x) the successful resolution of government inquiries or investigations relating to our businesses and programs; (xi) 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; (xii) potential difficulties associated with variable acceptance test results, given sensitive production materials and extreme test parameters; (xiii) 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; (xiv) 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; (xv) the accuracy of current cost estimates associated with environmental remediation activities; (xvi) the profitable integration of acquired businesses into the Company's operations; (xvii) the ability to recover from cyber-based or other security attacks, information technology failures or other disruptions; (xviii) changes in supplier sales or vendor incentive policies; (xix) the ability of our suppliers to satisfy their performance obligations, including any supply chain disruptions; (xx) the effects of price increases or decreases; (xxi) 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; (xxii) future levels of indebtedness and capital expenditures; (xxiii) compliance with our debt covenants; (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) future repurchases and/or issuances of common stock;(xxviii) the occurrence of unanticipated restructuring costs or the failure to realize anticipated savings or benefits from past or future expense reduction actions; (xxix) the ability to recruit and retain skilled employees; and (xxx) other risks and
13


uncertainties set forth herein and in our 2021 Form 10-K and our third quarter 2022 Form 10-Q filed November 1, 2022.

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:
Kary Bare
Investor Relations
(860) 243-7485
kary.bare@kaman.com





14


KAMAN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Thousands of U.S. dollars, except share data) (unaudited)

 Three Months EndedNine Months Ended
 September 30, 2022October 1, 2021September 30, 2022October 1, 2021
Net sales$172,004 $179,836 $490,818 $533,846 
Cost of sales116,179 116,771 332,299 355,930 
Gross profit55,825 63,065 158,519 177,916 
Selling, general and administrative expenses49,009 39,335 127,980 116,182 
Research and development costs3,937 2,540 14,265 10,004 
Intangible asset amortization expense3,118 2,624 8,024 7,898 
Costs from transition services agreement— 24 — 1,728 
Restructuring and severance costs(243)2,611 2,853 5,479 
(Gain) loss on sale of business(457)— (457)234 
Net loss (gain) on sale of assets15 (31)71 (16)
Operating income446 15,962 5,783 36,407 
Interest expense, net3,614 3,646 8,088 12,232 
Non-service pension and post retirement benefit income(5,142)(6,612)(15,429)(19,832)
Income from transition services agreement— (14)— (931)
Other income, net1,221 (172)2,415 275 
Net earnings before income taxes753 19,114 10,709 44,663 
Income tax expense128 4,447 1,992 10,156 
Net earnings$625 $14,667 $8,717 $34,507 
Earnings per share:
Basic earnings per share$0.02 $0.53 $0.31 $1.24 
Diluted earnings per share$0.02 $0.53 $0.31 $1.24 
Average shares outstanding:
Basic28,037 27,882 27,997 27,855 
Diluted28,088 27,888 28,076 27,889 


15


KAMAN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Thousands of U.S. dollars, except share data) (unaudited)

 September 30, 2022December 31, 2021
Assets
Current assets:
Cash and cash equivalents$31,358 $140,800 
Accounts receivable, net102,477 73,524 
Contract assets117,828 112,354 
Contract costs, current portion822 850 
Inventories221,815 193,100 
Income tax refunds receivable15,865 13,832 
Other current assets15,749 12,083 
Total current assets505,914 546,543 
Property, plant and equipment, net of accumulated depreciation of $260,640 and $251,888, respectively
198,866 197,822 
Operating right-of-use assets, net7,523 11,011 
Goodwill390,734 240,681 
Other intangible assets, net385,478 138,074 
Deferred income taxes15,711 15,717 
Contract costs, noncurrent portion9,865 10,249 
Investment in Near Earth Autonomy10,000 — 
Other assets40,443 38,385 
Total assets$1,564,534 $1,198,482 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable – trade$37,267 $42,134 
Accrued salaries and wages31,952 38,892 
Contract liabilities, current portion3,932 2,945 
Operating lease liabilities, current portion3,633 4,502 
Income taxes payable183 386 
Other current liabilities38,404 32,076 
Total current liabilities115,371 120,935 
Long-term debt, excluding current portion, net of debt issuance costs609,800 189,421 
Deferred income taxes6,194 6,506 
Underfunded pension5,574 21,786 
Contract liabilities, noncurrent portion20,477 16,528 
Operating lease liabilities, noncurrent portion4,569 7,140 
Other long-term liabilities35,940 39,837 
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; 30,620,003 and 30,434,269 shares issued, respectively
30,620 30,434 
Additional paid-in capital243,330 248,153 
Retained earnings749,007 750,445 
Accumulated other comprehensive income (loss)(134,256)(111,385)
Less 2,604,564 and 2,573,896 shares of common stock, respectively, held in treasury, at cost
(122,092)(121,318)
Total shareholders’ equity766,609 796,329 
Total liabilities and shareholders’ equity$1,564,534 $1,198,482 
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KAMAN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Thousands of U.S. dollars) (unaudited)
 Nine Months Ended
 September 30, 2022October 1, 2021
Cash flows from operating activities:  
Net earnings$8,717 $34,507 
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization27,037 27,474 
Amortization of debt issuance costs1,882 1,406 
Accretion of convertible notes discount— 2,191 
Provision for doubtful accounts619 373 
(Gain) loss on sale of business(457)234 
Net loss (gain) on sale of assets71 (16)
Net loss on derivative instruments2,670 815 
Stock compensation expense6,145 5,684 
Non-cash consideration received for blade exchange(827)— 
Deferred income taxes1,600 4,822 
Changes in assets and liabilities, excluding effects of acquisitions/divestitures:
Accounts receivable(23,640)71,434 
Contract assets(5,405)(19,940)
Contract costs452 (99)
Inventories(21,187)(12,435)
Income tax refunds receivable(2,040)3,145 
Operating right of use assets3,347 1,739 
Other assets(3,682)1,042 
Accounts payable - trade(8,780)(21,829)
Contract liabilities4,246 (24,036)
Operating lease liabilities(3,296)(1,810)
Acquired retention plan payments— (25,108)
Other current liabilities(4,591)(2,698)
Income taxes payable(227)1,173 
Pension liabilities(13,309)(29,256)
Other long-term liabilities(3,045)(4,689)
Net cash used in operating activities(33,700)14,123 
Cash flows from investing activities:
Proceeds from sale of business, net of cash on hand1,200 (3,428)
Expenditures for property, plant & equipment(17,626)(11,364)
Investment in Near Earth Autonomy(10,000)— 
Acquisition of businesses(441,340)— 
Other, net1,238 (502)
Net cash used in investing activities(466,528)(15,294)
Cash flows from financing activities:  
Net borrowings under revolving credit agreement412,000 — 
Purchase of treasury shares(762)(459)
Dividends paid(16,760)(16,672)
Debt issuance costs(4,285)— 
Other, net1,725 4,086 
Net cash provided by (used in) financing activities391,918 (13,045)
Net decrease in cash and cash equivalents(108,310)(14,216)
Effect of exchange rate changes on cash and cash equivalents(1,132)(415)
Cash and cash equivalents and restricted cash at beginning of period140,800 136,089 
Cash and cash equivalents and restricted cash at end of period$31,358 $121,458 
17