Fourth Quarter 2023 Highlights:
- Net sales: $203.1 million
- Operating income: $12.0 million
- Net earnings: $2.0 million
- Adjusted EBITDA*: $25.6 million; Adjusted EBITDA margin*:
12.6%
- Diluted earnings per share: $0.07 per share, $0.12 per share
adjusted*
Full Year 2023 Highlights:
- Net sales: $775.9 million
- Operating income: $49.1 million
- Net earnings: $7.9 million
- Adjusted EBITDA*: $106.7 million; Adjusted EBITDA margin*:
13.7%
- Diluted earnings per share: $0.28 per share, $0.49 per share
adjusted*
Kaman Corp. (NYSE:KAMN) ("Kaman" or "the Company") today
reported financial results for the fourth fiscal quarter and full
year ended December 31, 2023.
Table 1. Summary of Financial Results (unaudited)
Thousands of U.S. dollars
(except share data)
Three Months Ended
Twelve Months Ended
December 31,
2023
September 29,
2023
December 31,
2022
December 31,
2023
December 31,
2022
Net sales
$
203,123
$
183,031
$
197,143
$
775,854
$
687,961
Net earnings (loss)
1,995
1,466
(55,942
)
7,947
(48,573
)
Adjusted EBITDA*
25,617
25,232
29,721
106,675
77,241
Adjusted EBITDA margin*
12.6
%
13.8
%
15.1
%
13.7
%
11.2
%
Diluted earnings (loss) per share
$
0.07
$
0.05
$
(1.99
)
$
0.28
$
(1.73
)
Adjusted diluted earnings per share*
$
0.12
$
0.10
$
0.38
$
0.49
$
1.04
*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 from continuing operations. See
tables 5-11 for reconciliations to the most comparable GAAP
measure.
(1) Information for the period ended December 31, 2022 has been
revised from amounts reported in the prior year to correct errors
related to the accounting for certain labor costs at one business
in the Precision Products segment and the net realizable value on
certain portions of the Company's inventory at another business in
the Structures segment. These errors resulted in an understatement
of cost of sales, net of tax, of $1.0 million and $2.3 million, in
the three-month and twelve-month fiscal periods ended December 31,
2022, respectively. Refer to the Company's Form 10-K for the year
ended December 31, 2023 for further information.
"Our Engineered Products segment achieved another strong quarter
and we delivered full year results in line with our revised
outlook," said Ian K. Walsh, Chairman, President and Chief
Executive Officer. "Our results reflect our continued execution in
reshaping our portfolio, optimizing cost structure and eliminating
major sources of variation in performance as we remained
disciplined in our approach to capital allocation and realized
additional opportunities to reduce expense across the
organization."
MERGER
As announced on January 19, 2024, we have entered into a merger
agreement wherein Arcline Investment Management, L.P. ("Arcline")
will acquire Kaman. Under the terms of the agreement, Arcline will
purchase Kaman in an all-cash transaction for $46.00 per share,
equating to an enterprise value of approximately $1.8 billion. The
transaction is subject to customary closing conditions, including
approval by Kaman shareholders and receipt of required regulatory
approvals. The transaction is currently expected to close in the
first half of 2024.
KAMAN BUSINESS RESULTS DISCUSSION BY REPORTING
SEGMENT
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. dollars
Three Months Ended
Twelve Months Ended
December 31,
2023
September 29,
2023
December 31,
2022
December 31,
2023
December 31,
2022
Net sales
$
132,394
$
123,598
$
113,972
$
512,831
$
377,241
Operating income
28,939
29,026
17,168
107,863
57,833
Adjusted EBITDA
38,308
38,428
30,698
147,514
91,353
Adjusted EBITDA margin
28.9
%
31.1
%
26.9
%
28.8
%
24.2
%
Three months ended December 31, 2023 versus three months
ended September 29, 2023 - Operating income and Adjusted EBITDA
remained relatively flat and margin decreased 2.2 percentage points
versus the third quarter of 2023. Results remained strong in the
fourth quarter driven by higher sales and gross margin on our
commercial bearings and aircraft wheels and brakes, partially
offset by lower sales volume on our springs, seals and contacts
used in medical applications.
Three months ended December 31, 2023 versus three months
ended December 31, 2022 - Operating income increased $11.8
million, Adjusted EBITDA increased $7.6 million and margin
increased 2.0 percentage points versus the fourth quarter of 2022.
Results improved compared to the prior period driven by higher
sales and gross margin on our commercial bearings, PMA aftermarket
parts and aircraft wheels and brakes and the absence of the
inventory step-up of $2.3 million recorded in the prior year
associated with the Aircraft Wheel and Brake acquisition.
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; support of our heavy lift K-MAX®
manned helicopter, and development of the KARGO UAV unmanned aerial
system, a purpose built autonomous medium lift logistics
vehicle.
Table 3. Precision Products
Results
Thousands of U.S. dollars
Three Months Ended
Twelve Months Ended
December 31,
2023
September 29,
2023
December 31,
2022
December 31,
2023
December 31,
2022
Net sales
$
36,019
$
27,098
$
49,925
$
129,147
$
185,023
Operating (loss) income
(536
)
(3,241
)
5,628
(4,532
)
16,353
Adjusted EBITDA
355
(2,458
)
6,413
(1,240
)
20,016
Adjusted EBITDA margin
1.0
%
(9.1
)%
12.8
%
(1.0
)%
10.8
%
(1)Information for the period ended December 31, 2022 has been
revised from amounts reported in the prior year to correct errors
related to the accounting for certain labor costs at one business
in the Precision Products segment. Refer to the Company's Form 10-K
for the year ended December 31, 2023 for further information.
Three months ended December 31, 2023 versus three months
ended September 29, 2023 - Operating loss decreased $2.7
million, Adjusted EBITDA increased $2.8 million and margin
increased 10.1 percentage points versus the third quarter of 2023.
Results improved compared to the third quarter, driven by higher
JPF direct commercial sales and related margin, partially offset by
cost growth on a legacy fuzing program and higher R&D spend on
the KARGO UAV unmanned aerial system.
Three months ended December 31, 2023 versus three months
ended December 31, 2022 - Operating income decreased $6.2
million, Adjusted EBITDA decreased $6.1 million and margin
decreased 11.8 percentage points versus the fourth quarter of 2022.
Results declined compared to the prior period, driven by cost
growth on legacy fuzing and measuring programs and lower sales and
related margin of JPF and K-MAX® exchanges.
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. dollars
Three Months Ended
Twelve Months Ended
December 31,
2023
September 29,
2023
December 31,
2022
December 31,
2023
December 31,
2022
Net sales
$
34,710
$
32,335
$
33,246
$
133,876
$
125,697
Operating loss
(5,400
)
(3,020
)
(2,502
)
(9,169
)
(4,623
)
Adjusted EBITDA
(4,667
)
(2,222
)
(1,646
)
(6,063
)
(1,104
)
Adjusted EBITDA margin
(13.4
)%
(6.9
)%
(5.0
)%
(4.5
)%
(0.9
)%
(1)Information for the period ended December 31, 2022 has been
revised from amounts reported in the prior year to correct errors
related to the net realizable value on certain portions of the
Company's inventory at a business in the Structures segment. Refer
to the Company's Form 10-K for the year ended December 31, 2023 for
further information.
Three months ended December 31, 2023 versus three months
ended September 29, 2023 - Operating income and Adjusted EBITDA
decreased by $2.4 million, and margin decreased 6.5 percentage
points versus the third quarter of 2023. Results were impacted by
lower gross profit due to changes in profit estimates for long term
contracts and lower sales volumes on our programs with Rolls
Royce.
Three months ended December 31, 2023 versus three months
ended December 31, 2022 - Operating loss increased by $2.9
million, Adjusted EBITDA decreased by $3.0 million, and margin
decreased 8.4 percentage points versus the fourth quarter of 2022.
Results were impacted by lower gross profit due to changes in
profit estimates for long term contracts and lower margin on our
programs with Rolls Royce.
Please see the MD&A section of the Company's Form 10-K filed
with the Securities and Exchange Commission concurrently with the
issuance of this release for greater detail on our results and
various company programs.
CONFERENCE CALL
Given the pending acquisition by Arcline, the Company is not
conducting a conference call for the fourth quarter. In addition,
the Company is not providing a financial outlook for fiscal year
2024.
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; support of our heavy lift K-MAX® manned
helicopter, and development of 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) 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:
Adjusted EBITDA - 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 5. Adjusted EBITDA
(unaudited)
Thousands of U.S. dollars
Three Months Ended
December 31, 2023
Consolidated
Engineered Products
Precision Products
Structures
Corp/Elims**
Adjusted EBITDA
Consolidated Results
Net sales
$
203,123
$
132,394
$
36,019
$
34,710
$
—
Net earnings
$
1,995
Interest expense, net
10,648
Income tax expense
367
Non-service pension and post retirement
benefit income
(310
)
Other income, net
(716
)
Operating income (loss)
$
11,984
$
28,939
$
(536
)
$
(5,400
)
$
(11,019
)
Depreciation and amortization
11,794
9,369
891
733
801
Restructuring and severance costs(1)
359
—
—
—
359
Integration and implementation
costs(2)
482
—
—
—
482
Costs associated with corporate
development activities(3)
947
—
—
—
947
Program assets impairment(4)
51
—
—
—
51
Other Adjustments
$
13,633
$
9,369
$
891
$
733
$
2,640
Adjusted EBITDA
$
25,617
$
38,308
$
355
$
(4,667
)
$
(8,379
)
Adjusted EBITDA margin
12.6
%
28.9
%
1.0
%
(13.4
)%
(1) Restructuring and severance costs include actions associated
with the previously announced cost reduction efforts that include
the consolidation of our JPF production facilities and
discontinuation of the K-MAX® aircraft production line. (2)
Integration and implementation costs include one-time costs
associated with the integration of Aircraft Wheel and Brake and
costs associated with the set-up of a new joint venture to satisfy
existing offset requirements the Company has with a foreign
customer. (3) Costs associated with corporate development
activities include one-time costs associated with the sale of Kaman
Corporation and its subsidiaries. (4) Program assets impairment
includes the write-off of long lead parts received in the current
period associated with K-MAX® program which were determined to have
no alternative use. **Corp/Elims Operating income (loss) represents
the Corporate office expenses and $0.5 million of unallocated
expenses that are shown on the Consolidated Statement of Earnings
as their own line items.
Table 6. Adjusted EBITDA
(unaudited)
Thousands of U.S. dollars
Three Months Ended
September 29, 2023
Consolidated
Engineered Products
Precision Products
Structures
Corp/Elims**
Adjusted EBITDA
Consolidated Results
Net sales
$
183,031
$
123,598
$
27,098
$
32,335
$
—
Net earnings
$
1,466
Interest expense, net
9,405
Income tax expense
462
Non-service pension and post retirement
benefit income
(310
)
Other expense, net
849
Operating income (loss)
$
11,872
$
29,026
$
(3,241
)
$
(3,020
)
$
(10,893
)
Depreciation and amortization
11,800
9,402
783
798
817
Restructuring and severance costs(1)
571
—
—
—
571
Integration and implementation
costs(2)
572
—
—
—
572
Program assets impairment(3)
417
—
—
—
417
Other Adjustments
$
13,360
$
9,402
$
783
$
798
$
2,377
Adjusted EBITDA
$
25,232
$
38,428
$
(2,458
)
$
(2,222
)
$
(8,516
)
Adjusted EBITDA margin
13.8
%
31.1
%
(9.1
)%
(6.9
)%
(1) Restructuring and severance costs include actions associated
with the previously announced cost reduction efforts that include
the consolidation of our JPF production facilities and
discontinuation of the K-MAX® aircraft production line. (2)
Integration and implementation costs include one-time costs
associated with the integration of Aircraft Wheel and Brake and
costs associated with the set-up of a new joint venture to satisfy
existing offset requirements the Company has with a foreign
customer. (3) Program assets impairment includes the write-off of
long lead parts received in the current period associated with
K-MAX® program which were determined to have no alternative use.
**Corp/Elims Operating income (loss) represents the Corporate
office expenses and $1.1 million of unallocated expenses that are
shown on the Consolidated Statement of Earnings as their own line
items.
Table 7. Adjusted EBITDA
(unaudited)
Thousands of U.S. dollars
Three Months Ended
December 31, 2022
Consolidated
Engineered Products
Precision Products
Structures
Corp/Elims**
Adjusted EBITDA
Consolidated Results
Net sales
$
197,143
$
113,972
$
49,925
$
33,246
$
—
Net (loss) earnings
$
(55,942
)
Interest expense, net
8,786
Income tax expense (benefit)
(18,991
)
Non-service pension and post retirement
benefit income
(5,145
)
Other income, net
(2,100
)
Operating income (loss)
$
(73,392
)
$
17,168
$
5,628
$
(2,502
)
$
(93,686
)
Depreciation and amortization
13,675
11,231
785
856
803
Goodwill impairment
25,306
—
—
—
25,306
Program assets impairment
53,677
—
—
—
53,677
Restructuring and severance costs
6,989
—
—
—
6,989
Cost associated with corporate development
activities
1,167
—
—
—
1,167
Inventory step-up associated with
acquisition
2,299
2,299
—
—
—
Other Adjustments
$
103,113
$
13,530
$
785
$
856
$
87,942
Adjusted EBITDA
$
29,721
$
30,698
$
6,413
$
(1,646
)
$
(5,744
)
Adjusted EBITDA margin
15.1
%
26.9
%
12.8
%
(5.0
)%
(1)Information for the period ended December 31, 2022 has been
revised from amounts reported in prior periods to correct errors
related to the accounting for certain labor costs at one business
in the Precision Products segment and the net realizable value on
certain portions of the Company's inventory at another business in
the Structures segment. **Corp/Elims Operating income (loss)
represents the Corporate office expenses and $86.0 million of
unallocated expenses that are shown on the Consolidated Statement
of Earnings as their own line items.
Table 8. Adjusted EBITDA
(unaudited)
Thousands of U.S. dollars
Twelve Months Ended
December 31, 2023
Consolidated
Engineered Products
Precision Products
Structures
Corp/Elims**
Adjusted EBITDA
Consolidated Results
Net sales
$
775,854
$
512,831
$
129,147
$
133,876
$
—
Net earnings
$
7,947
Interest expense, net
39,997
Income tax expense
2,738
Non-service pension and post retirement
benefit income
(1,240
)
Other income, net
(339
)
Operating income (loss)
$
49,103
$
107,863
$
(4,532
)
$
(9,169
)
$
(45,059
)
Depreciation and amortization
50,038
40,408
3,292
3,106
3,232
Restructuring and severance costs(1)
3,392
—
—
—
3,392
Integration and implementation
costs(2)
2,888
—
—
—
2,888
Costs associated with corporate
development activities(3)
947
—
—
—
947
Program assets impairment(4)
1,064
—
—
—
1,064
Tax contingency reversal(5)
(757
)
(757
)
—
—
—
Other Adjustments
$
57,572
$
39,651
$
3,292
$
3,106
$
11,523
Adjusted EBITDA
$
106,675
$
147,514
$
(1,240
)
$
(6,063
)
$
(33,536
)
Adjusted EBITDA margin
13.7
%
28.8
%
(1.0
)%
(4.5
)%
(1) Restructuring and severance costs include actions associated
with the previously announced cost reduction efforts that include
the consolidation of our JPF production facilities and
discontinuation of the K-MAX® aircraft production line. (2)
Integration and implementation costs include one-time costs
associated with the integration of Aircraft Wheel and Brake and
costs associated with the set-up of a new joint venture to satisfy
existing offset requirements the Company has with a foreign
customer. (3) Costs associated with corporate development
activities include one-time costs associated with the sale of Kaman
Corporation and its subsidiaries. (4) Program assets impairment
includes the write-off of long lead parts received in the current
period associated with K-MAX® program which were determined to have
no alternative use. (5) Following an evaluation of a wide range of
factors, including legislative activity and administrative
practices, the Company deemed a reserve was no longer needed for a
certain tax contingency. **Corp/Elims Operating income (loss)
represents the Corporate office expenses and $5.0 million of
unallocated expenses that are shown on the Consolidated Statement
of Earnings as their own line items.
Table 9. Adjusted EBITDA
(unaudited)
Thousands of U.S. dollars
Twelve Months Ended
December 31, 2022
Consolidated
Engineered Products
Precision Products
Structures
Corp/Elims**
Adjusted EBITDA
Consolidated Results
Net sales
$
687,961
$
377,241
$
185,023
$
125,697
$
—
Net earnings
$
(48,573
)
Interest expense, net
16,874
Income tax (benefit) expense
(17,360
)
Non-service pension and post retirement
benefit income
(20,574
)
Other income, net
315
Operating (loss) income
$
(69,318
)
$
57,833
$
16,353
$
(4,623
)
$
(138,881
)
Depreciation and amortization
40,712
30,461
3,663
3,519
3,069
Goodwill impairment
25,306
—
—
—
25,306
Program assets impairment
53,677
—
—
—
53,677
Restructuring and severance costs
9,842
—
—
—
9,842
Cost associated with corporate development
activities
14,420
—
—
—
14,420
Inventory step-up associated with
acquisition
3,059
3,059
—
—
—
Gain on sale of business
(457
)
—
—
—
(457
)
Other Adjustments
$
146,559
$
33,520
$
3,663
$
3,519
$
105,857
Adjusted EBITDA
$
77,241
$
91,353
$
20,016
$
(1,104
)
$
(33,024
)
Adjusted EBITDA margin
11.2
%
24.2
%
10.8
%
(0.9
)%
(1)Information for the period December 31, 2022 has been revised
from amounts reported in prior periods to correct errors related to
the accounting for certain labor costs at one business in the
Precision Products segment and the net realizable value on certain
portions of the Company's inventory at another business in the
Structures segment. Refer to the Company's Form 10-K for the year
ended December 31, 2023 for further information.
**Corp/Elims Operating income (loss) represents the Corporate
office expenses and $88.5 million of unallocated expenses that are
shown on the Consolidated Statement of Earnings as their own line
items.
Adjusted Net Earnings and Adjusted
Diluted Earnings Per Share - Adjusted earnings from
continuing operations and adjusted diluted earnings per share 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 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:
Table 10. Adjusted Net Earnings and
Adjusted Diluted Earnings per Share (unaudited)
Thousands of U.S. dollars (except share
data)
Three Months Ended
Three Months Ended
December 31, 2023
December 31, 2022
Pre-Tax
Tax-Effected
Diluted EPS
Pre-Tax
Tax-Effected
Diluted EPS
Net (loss) earnings
$
2,362
$
1,995
$
0.07
$
(74,933
)
$
(55,942
)
$
(1.99
)
Adjustments:
Goodwill impairment
—
—
—
25,306
18,874
0.67
Program assets impairment
51
40
—
53,677
40,034
1.43
Restructuring and severance costs
359
284
0.01
6,989
5,213
0.18
Integration and implementation costs
482
381
0.01
—
—
—
Costs associated with corporate
development activities
947
748
0.03
1,167
870
0.03
Inventory step-up associated with
acquisition
—
—
—
2,299
1,715
0.06
Adjustments
$
1,839
$
1,453
$
0.05
$
89,438
$
66,706
$
2.37
Adjusted net earnings
$
4,201
$
3,448
$
0.12
$
14,505
$
10,764
$
0.38
Diluted weighted average shares
outstanding
28,403
28,051
Three Months Ended
September 29, 2023
Pre-Tax
Tax-Effected
Diluted EPS
Net earnings
$
1,928
$
1,466
$
0.05
Adjustments:
Restructuring and severance costs
571
451
0.02
Integration and implementation costs
572
452
0.02
Program assets impairment
417
329
0.01
Adjustments
$
1,560
$
1,232
$
0.05
Adjusted net earnings
$
3,488
$
2,698
$
0.10
Diluted weighted average shares
outstanding
28,350
Table 10 (cont). Adjusted Earnings from
Continuing Operations and Adjusted Diluted Earnings per Share
(unaudited)
Thousands of U.S. dollars (except share
data)
Twelve Months Ended
Twelve Months Ended
December 31, 2023
December 31, 2022
Pre-Tax
Tax-Effected
Diluted EPS
Pre-Tax
Tax-Effected
Diluted EPS
Net earnings (loss)
$
10,685
$
7,947
$
0.28
$
(65,933
)
$
(48,573
)
$
(1.73
)
Adjustments:
Goodwill impairment
—
—
—
25,306
18,580
0.66
Program assets impairment
1,064
840
0.03
53,677
39,410
1.41
Restructuring and severance costs
3,392
2,680
0.09
9,842
7,226
0.25
Costs associated with corporate
development activities
947
748
0.03
14,420
10,587
0.38
Inventory step-up associated with
acquisition
—
—
—
3,059
2,246
0.08
Integration and implementation costs
2,888
2,282
0.08
—
—
—
Tax contingency reversal
(757
)
(598
)
(0.02
)
—
—
—
(Gain) loss on sale of business
—
—
—
(457
)
(336
)
(0.01
)
Adjustments
$
7,534
$
5,952
$
0.21
$
105,847
$
77,713
$
2.77
Adjusted net earnings
$
18,219
$
13,899
$
0.49
$
39,914
$
29,140
$
1.04
Diluted weighted average shares
outstanding
28,343
28,011
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 11. Free Cash Flow
(unaudited)
Thousands of U.S. dollars
Three Months Ended
Last Twelve Months
March 31, 2023
June 30, 2023
September 29,
2023
December 31,
2023
December 31,
2023
Net cash provided by operating
activities
$
(5,453
)
$
24,259
$
10,867
$
43,042
$
72,715
Expenditures for property, plant &
equipment
(5,948
)
(6,888
)
(7,028
)
(6,138
)
(26,002
)
Free cash flow
$
(11,401
)
$
17,371
$
3,839
$
36,904
$
46,713
FORWARD-LOOKING STATEMENTS
This report 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 occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement; (ii) the risk that the
Company’s shareholders may not approve the proposed transaction;
(iii) inability to complete the proposed transaction because, among
other reasons, conditions to the closing of the proposed
transaction may not be satisfied or waived; (iv) uncertainty as to
the timing of completion of the proposed transaction; (v) potential
adverse effects or changes to relationships with customers,
employees, suppliers or other parties resulting from the
announcement or completion of the proposed transaction; (vi)
potential litigation relating to the proposed transaction that
could be instituted against the Company, Arcline or their
respective directors and officers, including the effects of any
outcomes related thereto; (vii) possible disruptions from the
proposed transaction that could harm the Company’s or Arcline’s
business, including current plans and operations; (viii) changes in
domestic and foreign economic and competitive conditions in markets
served by the Company, particularly the defense, commercial
aviation and industrial production markets; (ix) 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); (x) changes in geopolitical
conditions in countries where the Company does or intends to do
business; (xi) 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; (xii) the timely receipt of any
necessary export approvals and/or other licenses or authorizations
from the USG; (xiii) timely satisfaction or fulfillment of material
contractual conditions precedents in customer purchase orders,
contracts, or similar arrangements; (xiv) the existence of standard
government contract provisions permitting renegotiation of terms
and termination for the convenience of the government; (xv) the
successful resolution of government inquiries or investigations
relating to our businesses and programs; (xvi) 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;
(xvii) potential difficulties associated with variable acceptance
test results, given sensitive production materials and extreme test
parameters; (xiii) 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; (xix) the
accuracy of current cost estimates associated with environmental
remediation activities; (xx) the profitable integration of acquired
businesses into the Company's operations; (xxi) the ability to
recover from cyber-based or other security attacks, information
technology failures or other disruptions; (xxii) changes in
supplier sales or vendor incentive policies; (xxiii) the ability of
our suppliers to satisfy their performance obligations, including
any supply chain disruptions; (xxiv) the effects of price increases
or decreases; (xxv) the effects of pension regulations, pension
plan assumptions, pension plan asset performance, future
contributions and the pension freeze; (xxvi) future levels of
indebtedness and capital expenditures; (xxvii) compliance with our
debt covenants; (xxiii) the continued availability of raw materials
and other commodities in adequate supplies and the effect of
increased costs for such items; (xxix) the effects of currency
exchange rates and foreign competition on future operations; (xxx)
changes in laws and regulations, taxes, interest rates, inflation
rates and general business conditions; (xxxi) future repurchases
and/or issuances of common stock;(xxxii) the occurrence of
unanticipated restructuring costs or the failure to realize
anticipated savings or benefits from past or future expense
reduction actions; (xxxiii) the ability to recruit and retain
skilled employees; (xxxiv) the successful resolution of all pending
and future investigations, litigation or claims relating to the
manufacture or design of our products, including, without
limitation, the K-MAX® helicopter; and (xxxv) other risks and
uncertainties set forth herein and in our 2023 Form 10-K.
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.
KAMAN CORPORATION AND
SUBSIDIARIES
Condensed Consolidated
Statements of Operations
(Thousands of U.S. dollars,
except share data) (unaudited)
Three Months Ended
Twelve Months Ended
December 31, 2023
December 31, 2022
December 31, 2023
December 31, 2022
Net sales
$
203,123
$
197,143
$
775,854
$
687,961
Cost of sales
136,400
133,437
504,646
467,445
Program inventory impairment
51
44,542
1,064
44,542
Gross profit
66,672
19,164
270,144
175,974
Selling, general and administrative
expenses
43,145
38,467
170,910
166,447
Goodwill impairment
—
25,306
—
25,306
Program contract costs impairment
—
9,135
—
9,135
Research and development costs
5,582
5,287
20,704
19,552
Intangible asset amortization expense
5,572
7,307
25,509
15,331
Restructuring and severance costs
359
6,989
3,392
9,842
Gain on sale of business
—
—
—
(457
)
Net loss on disposition of assets
30
65
526
136
Operating income (loss)
11,984
(73,392
)
49,103
(69,318
)
Interest expense, net
10,648
8,786
39,997
16,874
Non-service pension and post retirement
benefit income
(310
)
(5,145
)
(1,240
)
(20,574
)
Other (income) expense, net
(716
)
(2,100
)
(339
)
315
Earnings (loss) before income taxes
2,362
(74,933
)
10,685
(65,933
)
Income tax expense (benefit)
367
(18,991
)
2,738
(17,360
)
Net earnings (loss)
$
1,995
$
(55,942
)
$
7,947
$
(48,573
)
Earnings (loss) per share:
Basic earnings (loss) per share
$
0.07
$
(1.99
)
$
0.28
$
(1.73
)
Diluted earnings (loss) per share
$
0.07
$
(1.99
)
$
0.28
$
(1.73
)
Average shares outstanding:
Basic
28,265
28,051
28,208
28,011
Diluted
28,403
28,051
28,343
28,011
(1) The condensed consolidated statement of operations for the
three-month and twelve-month fiscal periods ended December 31, 2022
has been revised from amounts reported in the prior year to correct
errors related to the accounting for certain labor costs at one
business in the Precision Products segment and the net realizable
value on certain portions of the Company's inventory at another
business in the Structures segment. These errors resulted in an
understatement of cost of sales, net of tax, of $1.0 million and
$2.3 million, respectively. Refer to the Company's Form 10-K for
the year ended December 31, 2023 for further information.
KAMAN CORPORATION AND
SUBSIDIARIES
Condensed Consolidated Balance
Sheets
(Thousands of U.S. dollars,
except share data) (unaudited)
December 31, 2023
December 31, 2022
Assets
Current assets:
Cash and cash equivalents
$
35,183
$
24,154
Accounts receivable, net
96,882
87,659
Contract assets
94,091
113,182
Inventories
207,607
172,383
Income tax refunds receivable
1,276
14,843
Other current assets
17,400
16,114
Total current assets
452,439
428,335
Property, plant and equipment, net of
accumulated depreciation of $290,279 and $268,089, respectively
205,210
201,606
Operating right-of-use assets, net
7,774
7,391
Goodwill
383,997
379,854
Other intangible assets, net
347,424
372,331
Deferred income taxes
46,917
47,385
Other assets
54,894
51,207
Total assets
$
1,498,655
$
1,488,109
Liabilities and Shareholders’
Equity
Current liabilities:
Current portion of long-term debt, net of
debt issuance costs
$
199,128
$
—
Accounts payable – trade
51,862
48,277
Accrued salaries and wages
37,005
31,395
Contract liabilities, current portion
12,284
4,081
Operating lease liabilities, current
portion
3,492
3,332
Income taxes payable
707
393
Other current liabilities
38,322
39,097
Total current liabilities
342,800
126,575
Long-term debt, excluding current portion,
net of debt issuance costs
358,000
561,061
Deferred income taxes
8,082
6,079
Underfunded pension
42,268
52,309
Contract liabilities, noncurrent
portion
19,787
20,515
Operating lease liabilities, noncurrent
portion
4,646
4,534
Other long-term liabilities
31,305
36,280
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; 30,954,296 and 30,640,068 shares issued,
respectively
30,954
30,640
Additional paid-in capital
254,727
245,436
Retained earnings
670,607
685,234
Accumulated other comprehensive income
(loss)
(141,584
)
(158,421
)
Less 2,663,532 and 2,607,841 shares of
common stock, respectively, held in treasury, at cost
(122,937
)
(122,133
)
Total shareholders’ equity
691,767
680,756
Total liabilities and shareholders’
equity
$
1,498,655
$
1,488,109
(1) The condensed consolidated balance sheet at December 31,
2022 has been revised from amounts reported in the prior year to
correct misstatements related to the accounting for certain labor
costs at one business in the Precision Products segment and the net
realizable value on certain portions of the Company's inventory at
another business in the Structures segment. The correction of these
errors impacted the amounts reported for inventory, income tax
refunds receivable and retained earnings. Refer to the Company's
Form 10-K for the year ended December 31, 2023 for further
information.
KAMAN CORPORATION AND
SUBSIDIARIES
Condensed Consolidated
Statements of Cash Flows
(Thousands of U.S.
dollars) (unaudited)
Twelve Months Ended
December 31, 2023
December 31, 2022
Cash flows from operating
activities:
Net earnings (loss)
$
7,947
$
(48,573
)
Adjustments to reconcile earnings, net of
tax to net cash provided by operating activities:
Depreciation and amortization
50,038
40,712
Amortization of debt issuance costs
3,654
2,750
Provision for doubtful accounts
1,998
1,301
Gain on sale of business
—
(457
)
Net loss on disposition of assets
526
136
Goodwill impairment
—
25,306
Program inventory impairment
1,064
44,542
Program contract cost impairment
—
9,135
Net loss on derivative instruments
97
1,175
Stock compensation expense
7,681
7,821
Non-cash consideration received for blade
exchange
(1,309
)
(827
)
Deferred income taxes
(1,123
)
(19,054
)
Changes in assets and liabilities,
excluding effects of acquisitions/divestitures:
Accounts receivable
(10,749
)
(8,387
)
Contract assets
19,117
(707
)
Inventories
(35,721
)
(14,873
)
Income tax refunds receivable
13,567
(772
)
Operating right of use assets
(350
)
3,551
Other assets
(469
)
(2,262
)
Accounts payable - trade
3,439
1,959
Contract liabilities
7,436
4,433
Operating lease liabilities
239
(3,707
)
Other current liabilities
5,083
(2,860
)
Income taxes payable
260
12
Pension liabilities
4,007
(17,745
)
Other long-term liabilities
(3,717
)
(1,640
)
Net cash provided by operating
activities
72,715
20,969
Cash flows from investing
activities:
Proceeds from sale of business, net of
cash on hand
—
1,200
Expenditures for property, plant &
equipment
(26,002
)
(23,689
)
Acquisition of businesses, net of cash
acquired
(1,487
)
(441,340
)
Investment in Near Earth Autonomy
—
(10,000
)
Other, net
(1,627
)
778
Net cash used in investing activities
(29,116
)
(473,051
)
Cash flows from financing
activities:
Net (repayments) borrowings under
revolving credit agreement
(5,000
)
363,000
Purchase of treasury shares
(782
)
(801
)
Dividends paid
(22,522
)
(22,363
)
Debt issuance costs
(4,828
)
(4,380
)
Other, net
260
467
Net cash (used in) provided by financing
activities
(32,872
)
335,923
Net increase (decrease) in cash and cash
equivalents
10,727
(116,159
)
Effect of exchange rate changes on cash
and cash equivalents
302
(487
)
Cash and cash equivalents and restricted
cash at beginning of period
24,154
140,800
Cash and cash equivalents and restricted
cash at end of period
$
35,183
$
24,154
(1) The condensed consolidated statement of cash flows for the
twelve-month fiscal period ended December 31, 2022 has been revised
from amounts reported in the prior year to correct errors related
to the accounting for certain labor costs at one business in the
Precision Products segment and the net realizable value on certain
portions of the Company's inventory at another business in the
Structures segment. The correction of these errors impacted the
amounts reported for net earnings, inventory and income tax refunds
receivable. Refer to the Company's Form 10-K for the year ended
December 31, 2023 for further information.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240221356903/en/
Investor Relations (860) 243-7100
InvestorRelations@kaman.com
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