UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
Commission File No. 001-35419
KAMAN CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut
(State or other jurisdiction of incorporation or organization)
06-0613548
(I.R.S. Employer Identification No.)
1332 Blue Hills Avenue,
Bloomfield,
Connecticut
(Address of principal executive offices)
06002
(Zip Code)
Registrant's telephone number, including area code
(860) 243-7100
Title of each class
Common Stock ($1 par value)
Trading Symbol(s)
KAMN
Name of each exchange on which registered
New York Stock Exchange LLC
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
No
☒
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes
No
☐
☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes
☒
No
☐
Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
Yes ☒
No ☐
files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Smaller reporting 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.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
Non-accelerated filer ☐
Emerging growth company ☐
issued its audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements.☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to
§ 240.10D-1(b). ☐
No ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
The aggregate market value on June 30, 2023, (the last business day of the Company’s most recently completed second quarter) of the voting and non-
voting common stock held by non-affiliates of the registrant, computed by reference to the closing price of the stock, was approximately
$674,099,089 .
At January 26, 2024, there were
28,319,136
shares of Common Stock outstanding.
Documents Incorporated Herein By Reference
Portions of our definitive proxy statement for our 2024 Annual Meeting of Shareholders are incorporated by reference into Part III of this Report.
Kaman Corporation
Index to Form 10-K
Part I
Business
Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures
Part II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Part III
Item 1
Item 1A
Item 1B
Item 1C
Item 2
Item 3
Item 4
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
Item 9C
Item 10
Item 11
Item 12
Item 13
Item 14
Item 15
Item 16
Exhibits, Financial Statement Schedule
Form 10-K Summary
Part IV
2
3
14
29
29
30
31
31
32
33
34
58
59
119
119
119
120
121
121
121
122
122
123
123
ITEM 1.
BUSINESS
GENERAL
PART I
Kaman Corporation, headquartered in Bloomfield, Connecticut, was incorporated in 1945. As used in this annual report, "the Company", "we", "us", "our"
refer to the registrant and its consolidated subsidiaries. On January 19, 2024, the Company announced that it has entered into a definitive agreement to be
acquired by an affiliate of Arcline Investment Management, L.P. (“Arcline”), a growth-oriented private equity firm with deep experience investing in
technology-driven, meaningful-to-the-world industrial businesses, in an all-cash transaction with a total enterprise value of approximately $1.8 billion.
Upon completion of the transaction, Kaman will become a privately held company.
We are a diversified company that conducts business in the aerospace and defense, medical and industrial markets. We report information in three business
segments: Engineered Products, Precision Products and Structures. The Chief Operating Decision Maker ("CODM") reviews operating results for the
purposes of allocating resources and assessing performance based on these three segments.
The Company's principal customers include the U.S. military, foreign allied militaries, Sikorsky Aircraft Corporation, The Boeing Company, Airbus,
Lockheed Martin Corporation, Rolls-Royce, Raytheon and Bell Helicopter. The SH-2G aircraft is currently in service with the Egyptian Air Force and the
New Zealand, Peruvian and Polish navies. Operations are conducted throughout the United States, as well as in manufacturing facilities located in Germany
and the Czech Republic. Additionally, the Company maintains an investment in a joint venture in India. In the year ended December 31, 2023, two
individual customers, The Boeing Company and Lockheed Martin Corporation, accounted for more than 10% of consolidated net sales. Sales to The
Boeing Company were primarily made by the Engineered Products and Structures segments, while sales to Lockheed Martin Corporation were primarily
made by the Precision Products and Structures segments.
The following description of our business should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” within Item 7 of this Form 10-K, including the information contained therein under the heading “Overview of Business.”
Engineered Products Segment
The Engineered Products segment serves the aerospace and defense, industrial and medical markets providing sophisticated, proprietary aircraft bearings
and components; super precision, miniature ball bearings; and proprietary spring energized seals, springs and contacts; and wheels, brakes and related
hydraulic components for helicopters and fixed-wing and UAV aircraft.
Precision Products Segment
The 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.
Structures Segment
The 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.
A discussion of 2023 developments is included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this
Form 10-K.
WORKING CAPITAL
A discussion of our working capital is included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Liquidity and Capital Resources, in this Form 10-K.
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Our working capital requirements are dependent on the nature and life cycles of the programs for which work is performed. New programs may initially
require higher working capital to complete nonrecurring start-up activities and fund the purchase of inventory and equipment necessary to perform the
work. Nonrecurring start-up costs on large and complex programs often take longer to recover, negatively impacting working capital in the short-term and
producing a corresponding benefit in future periods. As these programs mature and efficiencies are gained in the production process, working capital
requirements generally decrease.
Our credit agreement is a revolving credit facility which is available for additional working capital requirements and investment opportunities. See Item 7,
Management's Discussion and Analysis of Financial Condition and Results of Operations, and Note 14, Debt, of the Notes to Consolidated Financial
Statements, included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
PRINCIPAL PRODUCTS AND SERVICES
The following table sets forth the percentage contribution of each major product line to consolidated net sales for each of the three most recently completed
years:
For the year ended December 31,
2022
2023
2021
Sales
Defense
Safe and Arm Devices
Commercial, Business, & General Aviation
Medical
Industrial & Other
Total
AVAILABILITY OF RAW MATERIALS
23.1 %
9.0 %
44.4 %
13.0 %
10.5 %
100.0 %
21.2 %
18.3 %
35.3 %
13.7 %
11.5 %
100.0 %
23.8 %
27.0 %
26.1 %
12.2 %
10.9 %
100.0 %
While we believe we have sufficient sources for the materials, components, services and supplies used in our manufacturing activities, we are highly
dependent on the availability of essential materials, parts and subassemblies from our suppliers and subcontractors. The most important raw materials
required for our products are aluminum (sheet, plate, forgings and extrusions), titanium, nickel, steel, copper, composites and adhesives. Many major
components and product equipment items are procured from or subcontracted on a sole-source basis with a number of domestic and non-U.S. companies.
Although alternative sources generally exist for these raw materials, qualification of the sources could take a year or more. We are dependent upon the
ability of a large number of suppliers and subcontractors to meet performance specifications, quality standards and delivery schedules at anticipated costs.
While we maintain an extensive qualification system to control risk associated with such reliance on third parties, failure of suppliers or subcontractors to
meet commitments could adversely affect production schedules and contract profitability, while jeopardizing our ability to fulfill commitments to our
customers. The current economy has put pressure on the supply chain and we have experienced some shortages in raw materials which have impacted our
near term results; however, we do not foresee any near term unavailability of materials, components or supplies that would have a material adverse effect
on our business. For further discussion of the possible effects of changes in the cost or availability of raw materials on our business, see Item 1A, Risk
Factors, in this Form 10-K.
INTELLECTUAL PROPERTY
We use patented and unpatented proprietary information, know-how and trade secrets to develop, maintain and enhance our competitive position, but we
believe our continued success depends more on the knowledge, ability, experience and technological expertise of our employees than the legal protection
that our patents and other proprietary rights may afford. Moreover, while we rely on a combination of patents, trademarks, copyrights, trade secrets,
nondisclosure agreements, physical and information technology security systems, internal controls and compliance systems and other measures to protect
our intellectual property, data and technology rights and that of third parties with which we are entrusted, our ability to protect and enforce our intellectual
property, data and technology rights may be limited by a variety of factors and may be even more limited in certain countries outside the U.S., as may be
our ability to prevent theft or compromise of our intellectual property, data and technology by competitors or third parties.
4
As of December 31, 2023, we held a total of 424 patents, 122 of which were U.S. patents and 302 of which were foreign patents. In addition, we have
numerous U.S. and foreign patents pending. The Company believes the duration of its patents is adequate relative to the expected lives of its products.
Trademarks are also an important aspect of our business. The availability and duration of trademark registrations vary by country; however, trademarks are
generally valid and may be renewed indefinitely as long as they are in use and registrations are maintained. We sell products under a number of registered
trademarks that we own. Registered trademarks of the Company include KAflex®, KAron®, and K-MAX®. In all, we maintain 107 U.S. and foreign
trademarks as of December 31, 2023.
BACKLOG
We anticipate that approximately 69% of our backlog at the end of 2023 will be performed in 2024. Approximately 35% of our backlog at the end of 2023
is related to U.S. Government ("USG") contracts or subcontracts.
Total backlog at December 31, 2023, 2022 and 2021, and the portion of the backlog we expect to complete in 2024, is as follows:
Total Backlog at
December 31, 2023
2023 Backlog to be
completed in 2024
Total Backlog at
December 31, 2022
Total Backlog at
December 31, 2021
In thousands
Engineered Products
Precision Products
Structures
Total
$
$
363,663 $
150,006
236,214
749,883 $
318,719 $
82,389
113,373
514,481 $
322,452 $
134,903
263,581
720,936 $
169,144
180,082
351,697
700,923
Backlog related to uncompleted contracts for which we have recorded a provision for estimated losses was $20.7 million as of December 31, 2023. At
December 31, 2023, there was no backlog related to firm but not yet funded orders.
REGULATORY MATTERS
Government Contracts
The USG, and other governments, may terminate any of our government contracts at their convenience or for default if we fail to meet specified
performance measurements. If any of our government contracts were to be terminated for convenience, we generally would be entitled to receive payment
for work completed and allowable termination or cancellation costs. If any of our government contracts were to be terminated for default, generally the
USG would pay only for the work that has been accepted and can require us to pay the difference between the original contract price and the cost to re-
procure the contract items, net of the work accepted from the original contract. The USG can also hold us liable for damages resulting from the default.
During 2023, approximately 92% of the work performed by the Company directly or indirectly for the USG was performed on a fixed-price basis and the
balance was performed on a cost-reimbursement basis. Under a fixed-price contract, the price paid to the contractor is negotiated at the outset of the
contract and is not generally subject to adjustment to reflect the actual costs incurred by the contractor in the performance of the contract. Cost
reimbursement contracts provide for the reimbursement of allowable costs and an additional negotiated fee.
Compliance with Environmental Protection Laws
Our operations are subject to and affected by a variety of federal, state, local and non-U.S. environmental laws and regulations relating to the discharge,
treatment, storage, disposal, transportation, investigation and remediation of certain materials, substances and wastes. We are committed to monitoring the
Company's environmental performance. As such, we continually assess our compliance status and management of environmental matters in an effort to
ensure our operations are in substantial compliance with all applicable environmental laws and regulations.
Operating and maintenance costs associated with environmental compliance and management of sites are a normal, recurring part of our operations. These
costs often are generally allowable costs under our contracts with the USG. It is reasonably possible that continued environmental compliance could have a
material impact on our results of operations, financial condition
5
or cash flows if more stringent investigation and/or clean-up requirements are imposed, additional contamination is discovered and/or clean-up costs are
higher than estimated.
International Operations
Our international sales are subject to U.S. and non-U.S. governmental regulations and procurement policies and practices, including regulations relating to
import-export control, investment, exchange controls and repatriation of earnings. International sales are also subject to varying currency, political and
economic risks.
COMPETITION
The Company operates in a highly competitive environment with many other organizations, some of which are substantially larger than us and have greater
financial strength and more extensive resources. We compete for composite and metallic aerostructures subcontracts, helicopter sales and support and
structures, bearings, springs, seals and contacts, wheel and brake and components business on the basis of price and/or quality; product endurance and
special performance characteristics; proprietary knowledge; the quality of our products and services; the availability of facilities, equipment and personnel
to perform contracts; and the reputation of our business. Competitors for our business include small machine shops and offshore manufacturing
facilities. We compete for advanced technology fuzing business primarily on the basis of technical competence, product quality and price, and also on the
basis of our experience as a developer and manufacturer of fuzes for particular weapon types and the availability of our facilities, equipment and
personnel. We are also affected by the political and economic circumstances of our potential foreign customers and, in certain situations, the relationships
of those foreign customers with the USG, the USG's perceptions of those foreign customers, such as our Middle Eastern customers, and the ability to obtain
necessary export approvals, licenses or authorizations from the USG.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG")
Climate Change
As part of our commitment to being good stewards of the environment, we are working to understand and reduce our impact on climate change. There have
been no, and we do not know of any in the near term, material adverse impacts on our business, financial condition, or adverse impacts of our operations as
a result of compliance with legislative or regulatory requirements regarding climate change, from the known physical effects of climate change or as a
result of supporting our ESG initiatives. Potential future increased regulation and/or other climate change concerns, however, could subject us to additional
costs and restrictions that could have a material impact on our results of operations, and we are not able to predict how such regulations or other concerns
would affect our business, operations or financial results. The Company is focused on calculating its scope of greenhouse gas emissions and identifying
opportunities to reduce its carbon footprint and determine decarbonization goals.
Environmental, Health and Safety ("EHS")
Kaman is committed to conserving our natural resources and mitigating the environmental impact of our products and services.
Our efforts are guided by our EHS policies and monitored by our EHS management system. Our EHS policies identify compliance and oversight
responsibilities for our employees and executive officers. VelocityEHS, our management system, provides a comprehensive tool to guide compliance with
Company policies, laws and regulations. We provide annual training for our employees around healthy and safe work practices. The Director, EHS is
responsible for tracking progress against and compliance with our policies, laws and regulations, as well as coordinating with local EHS managers to
ensure our locations have the tools needed to identify and address opportunities and provide safe working conditions. The Company's EHS team meets
regularly to discuss opportunities for conservation and share best practices between sites. In addition, the EHS team holds periodic trainings and provides
safety tips to Company employees. Topics for these trainings and tips include fire safety, emergency preparedness, injury and incident reporting, hazardous
materials handling and communication, proper use of personal protective equipment and Occupational Safety and Health Act compliance.
The Company has engaged both internal and external resources to perform EHS evaluations at its locations. These evaluations are designed and executed to
facilitate employee and visitor safety. Any noncompliance with Company policies or laws and regulations is promptly investigated and corrective actions
are implemented. Strategies to improve efficiency and sustainability are also assessed during the evaluation process, including the identification of
products, services and activities that have a significant negative impact on the environment, and the implementation of actions or processes to enhance
sustainability. As a result, investments in lighting upgrades, water conservation improvements and waste reduction strategies have been implemented at
multiple locations. At least annually, our Board of Directors reviews the Company's progress on its EHS initiatives.
6
Human Capital
The Company employs a global workforce focused on serving its customers and creating solutions to meet their needs. We consider our employees to be
the most valuable resource for current and future organizational success and we seek to provide a work environment that fosters growth, encourages self-
development, and provides meaningful work. How we manage our human capital is critical to how we deliver on our strategy and create sustained growth
and value for our shareholders. Kaman Corporation is a place where people who want to make a difference come to work.
Employee Demographics
As of December 31, 2023, we employed 3,031 individuals. Of these employees, approximately 73% are employed in the United States and 27% are
employed internationally. Within the United States, 64% of the employees are non-exempt and 36% are exempt.
The Company's average age of U.S. employees is 47. U.S. headcount by generation at December 31, 2023 is as follows:
As of December 31, 2023, 71% and 29% of the Company's management positions were held by men and women, respectively. This compares to the
Company's overall U.S. population comprised of 69% males and 31% females.
Values
The Company’s core values are Respect, Excellence, Accountability, Creativity and Honor ("REACH"):
•
•
Respect - Employees value each other as people and appreciate their skills and perspectives.
Excellence - Employees do their best, giving full attention to the quality of every job, outcome and relationship. The highest level of customer
service is provided to customers, both externally and internally.
• Accountability - Employees accept responsibility for their actions and work to achieve desired results.
•
• Honor - Employees behave with integrity.
Creativity - Employees take on every challenge with a spirit of discovery and ingenuity, offering best ideas and resources.
Our employees are committed to these values, which define how employees behave, treat others, and fulfill job requirements.
Talent Acquisition
An important component of the Company’s Human Capital strategy is acquiring new talent. The Company strives to attract top talent with diverse
backgrounds and experiences who align with the commitment of driving a culture of innovation.
The foundation of the talent acquisition strategy is the commitment to being an Equal Opportunity Employer. Qualified applicants receive consideration for
employment without regard for race, color, religion, sex, sexual orientation, gender identity, national origin, disability, protected veteran status or any other
protected class. The Company provides reasonable accommodations for qualified individuals with disabilities and disabled veterans in job application
procedures and processes. The Company is committed to providing equal opportunity for all.
The Company uses a number of programs to ensure it attracts and hires top talent to develop as future leaders of the organization. The Kaman Internship
Program is designed to provide meaningful work experiences and professional development for students. The goal of this program is to ensure a mutual
benefit to both the students engaging in the internship and the Company with a pipeline of future employees. The Campus Champions Program is designed
to engage universities and
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military organizations through hands-on involvement in a variety of interactive activities including participation in recruitment drives and meeting with
faculty, alumni, students, student organizations and veterans’ organizations. This program allows the Company to explore opportunities to strengthen its
relationships and develop mutually beneficial partnerships with these institutions.
Talent Development
In addition to acquiring new talent, the Company focuses on growing and developing its existing talent. The Company makes significant investments in
enhancing its employees’ skill levels and providing professional opportunities for career development and advancement. The Company’s leadership team
utilizes a robust succession planning program for identifying the next generation of leaders to ensure that the organization is well positioned to fill critical
roles with employees who are prepared to support the strategy of the business and respond to the needs of key stakeholders.
Training and learning opportunities are offered to employees, which allows the Company to efficiently develop its staff and meet legal and compliance
training requirements. Over eleven thousand webinar courses were completed in 2023 in comparison to over ten thousand courses in 2022, which included
compliance, wellness and leadership topics delivered to the employee population.
The Company uses several mechanisms to support the development of current employees for future leadership roles. The Company has evolved its
coaching strategy to adjust to the work environment post-pandemic. Created initially in 2021, virtual employee coaching has expanded across all segments,
with increased participation year-over-year. In 2023, the Company continued its investment in the Women in Leadership Program. This program develops
capabilities of female leaders through a process of learning and personal discovery to empower them to make stronger contributions within their careers
and the organizations in which they work. With the use of a leadership assessment tool, management discovers the strengths and opportunities of the
program participants and creates actions plans to help improve their performance. The professional networking and mentoring, which are components of
the program, help prepare future leaders for larger roles in the organization. Also in 2023, the Company broadened the Learning, Growing and Leading
Series, a monthly training session in support of individuals' learning and professional development. The target audience for the 30-minute micro learning
sessions includes people managers, aspiring leaders who want to continue to learn and grow in preparation for the next career opportunity, and all lifelong
learners in pursuit of knowledge for personal and/or professional reasons. Additionally, as part of our Talent Strategy, the Company implemented a
Knowledge Transfer Process as part of the annual talent review and succession process to capture critical knowledge and foster professional growth and
development.
The Company conducts annual performance appraisals with all employees. Feedback is used to support continuous improvement. Employee annual goal
setting activities align to the overall Company and business unit strategies and objectives.
Total Rewards
The Company focuses on paying its employees fairly and competitively. The Company strives to provide competitive pay opportunities which reward its
employees for achieving and exceeding objectives that create long-term value for shareholders. Management aims to have all compensation programs,
processes and decisions be transparent and easy to understand. Providing equitable and competitive pay enhances the Company's ability to attract and retain
strong, innovative talent.
Providing comprehensive, competitive and affordable benefits is important to the Company's attraction and retention strategy. The Company offers the
following:
Health Benefits
For our multi-generational workforce, the Company offers medical/prescription, dental and vision care plan options to choose from and provides
employees with an online cost comparison tool to assist with their enrollment decision. For those enrolled in Kaman’s national health insurance plan
through UnitedHealthcare, Kaman provided a Chronic Condition Program with valuable resources to support employees and their family members with
chronic conditions such as diabetes or cancer. Similar resources are also available to Kaman employees enrolled in the smaller, fully-insured health
insurance plans through Kaiser Permanente and Blue Cross Blue Shield of Kansas.
8
Wealth Benefits
The Kaman Corporation 401(k) Plan and the Bal Seal Engineering Savings and Investment Plan provides employees with a tax advantageous way to save
for retirement. Both Plans provide employees with the ability to make contributions with a Company Match component. Additionally, the Company offers
an Employee Stock Purchase Plan, Health Savings Accounts for those in the high deductible health plan, Health Reimbursement Arrangement for health
plan participants that elect to receive care from the highest-quality, in-network healthcare providers, Flexible Spending Accounts for both health and
dependent care, company-provided and voluntary life insurance benefits, accidental death and dismemberment insurance, disability benefits, voluntary
accident, hospital indemnity and critical illness insurance for additional financial protection when most needed.
Wellness Benefits
The Fit for Life Wellness program provides all employees with opportunities to participate in Company-wide events, webinars and local wellness
challenges focused on living a healthy lifestyle. Kaman’s Employee Assistance Program through TELUS Health is available to all employees and their
household members at no cost when help is needed dealing with issues affecting their personal or professional lives. This resource connects employees
with individuals who can help with an array of challenges such as locating childcare programs and individual counseling.
The Company recognizes the need to support its employees’ work-life balance. In 2024, the Company is providing two wellness days to U.S. employees as
additional personal time off. In addition to FMLA benefits, the Company provides a Paid Parental Leave of Absence to better enable employees to care for
and bond with a newborn, newly adopted, or newly placed foster child during the twelve-month period immediately following the event. Eligible
employees receive five weeks of parental leave at 100% of base pay, inclusive of shift premiums, if applicable. This benefit is in addition to short-term
disability benefits provided to female employees for pregnancy and childbirth.
The Company’s approach to remote work aligns with its wellness and retention strategies. The Company offers work from home opportunities, recognizing
it as a strategic imperative to attract and retain employees as well as address how both current and potential employees view work post-pandemic and value
flexibility.
Health & Safety
The Company is committed to protecting and preserving the health and safety of our employees and visitors, minimizing risks, assuring compliance and
reducing business uncertainty. The Company strives for a sustainable health and safety culture based on management leadership and an engaged workforce,
and is committed to continuous improvement to eliminate workplace injuries, illnesses and negative environmental impacts. The Company believes that
environmental incidents and occupational injuries are preventable, and we strive to establish incident-free workplaces. It is the Company’s policy that
employees comply with applicable workplace safety laws, regulations and best practices. A strong EHS culture is achieved through a collaborative effort of
engaged leadership working with a committed and skilled workforce, the implementation of sustainable work practices, leveraging technology to maintain
EHS management systems, ongoing improvement through workplace analysis and accountability through routine reviews.
As we work and live in the post-pandemic world, the Company has shifted the conversation to well-being. Enhanced resources have been provided to help
all employees to manage stress and anxiety.
Corporate Responsibility
The Company is a strong supporter of education, including employees’ children, employees pursuing undergraduate and graduate degrees, engineering
students, museums with educational programs and various local educational programs across the country. The Company also financially supports charitable
and civic organizations such as art councils, boy and girl scouts, food pantries, health organizations and veterans' organizations. Additionally, employees
volunteer their time to give back to the communities in which they live and work.
Business Ethics
The Company's Code of Conduct ("Code") is a statement of the principles and standards that the Company expects the Kaman community to follow. Each
officer, director and employee is required to use good ethical judgement when conducting business and comply with applicable laws, rules and regulations.
The Code describes what is appropriate behavior and guides ethical business decisions that support our commitment to integrity. The Code is distributed to
each officer, director and employee and
9
it is publicly available on our website. We obtain written acknowledgement that each officer, director and employee read, understood and will comply with
the Code as a condition of their association with the Company.
The Company offers multiple avenues for individuals to report suspected violations of the Code and applicable laws, rules and regulations. These include
reporting to their supervisor, a Compliance Advocate, Human Resources, the Legal and Compliance Department or the Ethics Hotline. Compliance
Advocates are appointed by each business leader and assist the Legal and Compliance Department with compliance communications and investigations.
The Ethics Hotline is a 24-7 toll-free hotline, available in local languages where the Company has facilities throughout the world and accepts reports via
telephone or online. Instructions for using these reporting avenues are posted at each facility. All reports are investigated and where violations are found,
remedial actions are taken. Failure to comply with the Code and applicable laws can have severe consequences for both the Company and the individuals
involved, including disciplinary action, civil penalties or criminal prosecution under certain circumstances. Relevant metrics are reported to the executive
staff monthly and the Audit Committee of the Board of Directors semi-annually.
In addition to the Code, the Company has policies for anti-bribery, export and trade, antitrust, economic sanctions, human trafficking, and environmental
and safety. To further facilitate these policies, annual training is provided for relevant employees on anti-bribery and anti-corruption efforts, export
compliance and data privacy. The Code and other policies discussed above are available on the Company website via www.kaman.com/investors/corporate-
governance.
Diversity, Equity and Inclusion ("DE&I")
The Company views diversity as a competitive advantage and integral to future success. Diversity helps create an innovative workforce, while inclusion
ensures the Company has the right culture, processes, policies and practices to ensure employees feel valued and included. The Company recognizes that
diversity is one of our strengths. Our unique backgrounds, experiences, and perspectives foster an environment of inclusiveness. We believe that by
embracing diversity and ensuring inclusion, we can create an environment where all employees feel valued, respected and empowered. In 2023, the
Company launched Kaman’s Belonging Statement, and the Kaman Diversity Council ("KDC"). The KDC is a small group of individuals chosen from
across Kaman’s U.S. sites to advance our DE&I initiatives. Members of the KDC serve as the voice of their business and promote and encourage the DE&I
objectives.
Women Advocating Leadership at Kaman ("WALK") is an employee resource group designed to support the advancement of Kaman’s strategic diversity
goals by implementing specific business initiatives that increase the global representation of women in leadership roles. WALK’s long-term objectives
include hiring, retaining and promoting more women; increasing the representation of female leadership; providing women with equal access to
development opportunities; and creating a work-life balance and family-friendly culture.
The Company also seeks opportunities to recruit and hire skilled veterans as well as engage in partnerships and support programs that allow the Company
to give back to the veteran community. The Company has a multitude of recognition programs to show its appreciation for veterans’ service to the United
States. An employee resource group is dedicated to veteran employees, which supports community engagement as well as professional development
activities.
Lastly, the Company believes leadership starts from the very top. In 2023, the composition of our Board of Directors has shifted from eight members to
seven, of which 57% are women, up from 50% in 2022, and 29% are racially or ethnically diverse. In 2020, our Board consisted of nine members, of which
22% were women and no members were racially or ethnically diverse.
Anti-Bribery and Anti-Corruption
The Company has a robust anti-bribery and anti-corruption program structured in line with the Department of Justice guidelines and the Foreign Corrupt
Practices Act of 1977 (“FCPA”). Our overarching policy and procedures are outlined in the Anti-Bribery Compliance Program Manual ("Manual"), which
was last updated in December 2021, and is subject to periodic audits by the Company’s internal audit department. The Manual is distributed to business
leaders at all Kaman sites, and select compliance policies are published on our website at www.kaman.com/investors/corporate-governance by selecting
Compliance Policies under "Documents and Downloads". Our employees receive training on how to identify and prevent bribery and corruption as well as
how to comply with the FCPA each year as part of our Code of Conduct training. Outward-facing employees receive more frequent communication on
these matters. The Company also uses a comprehensive due diligence process for evaluating compliance by all third-party intermediaries.
Our Chief Ethics and Compliance Officer (“CECO”) leads our anti-bribery and anti-corruption efforts, including monitoring reports made via our ethics
hotline. Our ethics hotline is available for both anonymous and identifiable reporting twenty-four
10
hours a day, seven days a week. Periodically, the CECO reports hotline claims to the executive staff and Audit Committee of the Board of Directors.
For further information on our ESG initiatives, refer to Information about the Board of Directors and Corporate Governance section of the Proxy
Statement.
AVAILABLE INFORMATION
We are subject to the reporting requirements of the Exchange Act and its rules and regulations. The Exchange Act requires us to file reports, proxy
statements and other information with the SEC.
We make available, free of charge on our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, proxy statements, and current reports
on Form 8-K as well as amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act, together with Section 16
insider beneficial stock ownership reports, as soon as reasonably practicable after we electronically file these documents with, or furnish them to, the SEC.
These documents are posted on our website at www.kaman.com — select the “Investors” link, then the "Reports/Filings" link and then view under “SEC
Filings”.
We also make available, free of charge on our website, our Certificate of Incorporation, By–Laws, Governance Principles and all Board of Directors'
standing Committee Charters (Audit, Corporate Governance, Compensation and Finance). These documents are posted on our website at www.kaman.com
— select the “Investors” link, then the "Investor Resources" link, then the "Governance" link and then view under "Documents and Downloads".
The information contained on our website is not intended to be, and shall not be deemed to be, incorporated into this Form 10-K or any other filing under
the Exchange Act or the Securities Act of 1933, as amended.
11
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The Company’s executive officers as of the date of this report are as follows:
Name
Ian K. Walsh
Age Position
57 Chairman, President and Chief Executive
Officer
Carroll K. Lane
48
Senior Vice President, Interim Chief
Financial Officer and Segment Lead,
Engineered Products and Precision
Products
Richard S. Smith, Jr.
64
Senior Vice President, General Counsel and
Secretary
Prior Experience
Mr. Walsh was appointed President and Chief Executive Officer as
well as elected as a Director of the Company effective September 8,
2020. Effective April 14, 2021, Mr. Walsh was appointed Chairman of
the Board. Prior to joining the Company, Mr. Walsh was Chief
Operating Officer at REV Group, Inc., a leading designer,
manufacturer, and distributor of specialty vehicles and related
aftermarket parts and services, since 2018. Prior to that, he progressed
through leadership roles of increasing responsibility at Textron Inc.,
where he most recently served as President and Chief Executive
Officer of TRU Simulation and Training from 2015 to 2018. Prior to
joining Textron, he served as an officer and naval aviator in the U.S.
Marine Corps. Mr. Walsh is a certified Six Sigma Black Belt.
Mr. Lane joined the Company in July 2022 and was appointed
segment lead of Precision Products as well as Senior Vice President
and President, Kaman Air Vehicles and Kaman Precision Products. In
January 2023, he was appointed segment lead of Engineered Products
in addition to his previous responsibilities. In August 2023, Mr. Lane
was also appointed to the role of Interim Chief Financial Officer. Prior
to joining the Company, Mr. Lane held positions of increasing
responsibility at United Technologies Corporation ("UTC"), now RTX
Corporation, including President of Commercial Engines, Pratt &
Whitney from 2020 to 2022; Vice President of Investor Relations
from 2016 to 2020; and Vice President of Commercial Engines
Aftermarket, Pratt & Whitney. Prior to joining UTC, Mr. Lane was a
Director with CSP Associates, an aerospace and defense advisory
firm.
Mr. Smith was appointed Senior Vice President, General Counsel and
Secretary, effective January 27, 2023, after having previously served
as Vice President, Deputy General Counsel and Secretary since
joining the Company in the fall of 2012. Before joining the Company,
Mr. Smith had been a partner with the Hartford, Connecticut law firm
Murtha Cullina LLP, for approximately 21 years and, before that, an
associate since graduating from the Duke University School of Law in
the spring of 1984.
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Name
Roy Dilig
Age Position
58 Vice President, Information Technology
Megan A. Morgan
47 Vice President, Human Resources and Chief
Human Resources Officer
Matthew K. Petterson
40 Vice President, Chief Accounting Officer and
Controller
Kristen M. Samson
50 Vice President and Chief Marketing and
Communications Officer
Prior Experience
Mr. Dilig was appointed Vice President, Information Technology,
effective January 27, 2023. Prior to this role, Mr. Dilig served as
Director of Information Technology for the Company's Bal Seal
Engineering division, since 2011. He held positions of increasing
responsibility at Bal Seal Engineering, including Systems
Development Manager and Programmer Analyst. Prior to this, Mr.
Dilig was a Programmer Analyst for The Walt Disney Company.
Ms. Morgan was appointed Vice President, Human Resources and
Chief Human Resources Officer, effective February 1, 2021. Ms.
Morgan has served in various roles since joining the Company in
2018, most recently as Vice President of Human Resources, Kaman
Aerospace Group. Prior to joining the company, Ms. Morgan held
positions at Legrand Electrical Wiring Systems, Barnes Group Inc.,
and PricewaterhouseCoopers LLP.
Mr. Petterson was appointed Vice President, Chief Accounting Officer
and Controller effective September 1, 2023. Since joining the
Company in September 2021, Mr. Petterson has held several positions
of increasing responsibility in accounting and finance roles within
Kaman Precision Products, Inc. and Kaman Aerospace Corporation,
subsidiaries of the Company within the Precision Products segment,
most recently serving as Vice President - Finance - Air Vehicles &
Precision Products since May 2023, and serving as Executive
Director, Finance from January 2022 to May 2023 and Director,
Accounting from September 2021 to January 2022. Prior to joining
the Company, he held several positions of increasing responsibility
with PricewaterhouseCoopers LLP from September 2010 to
September 2021.
Ms. Samson joined Kaman as Vice President and Chief Marketing and
Communications Officer effective January 18, 2021. Prior to joining
Kaman, Ms. Samson served in various leadership roles, including
Vice President, Marketing and Communications for Textron Systems
from 2019 to 2021; Vice President, Marketing and Communications
for TRU Simulation + Training from 2016 to 2019; and Vice President
of Marketing, Communications and Product Management at
Lycoming Engines. Prior to this, Ms. Samson held positions at
Comcast Sportsnet and Time Warner Cable. She is a certified Six
Sigma Green Belt.
Each executive officer holds office for a term of one year and until his or her successor is duly appointed and qualified, in accordance with the Company’s
By-Laws.
13
ITEM 1A. RISK FACTORS
Our business, financial condition, operating results and cash flows can be impacted by the factors set forth below, any one of which could cause our actual
results to vary materially from recent results or from our anticipated future results.
RISKS RELATED TO OUR BUSINESS, THE INDUSTRIES IN WHICH WE OPERATE, OUR PROGRAMS AND OUR CONTRACTS
The failure to complete our announced acquisition by Arcline could have a material adverse effect on our business, results of operations, financial
condition, cash flows and stock price.
On January 19, 2024, the Company announced that it has entered into a definitive agreement to be acquired by an affiliate of Arcline. The transaction,
which has been unanimously approved by the Company's Board of Directors, is expected to close in the first half of 2024, subject to customary closing
conditions, including approval by the Company's shareholders and receipt of required regulatory approvals. There is no assurance that all of the conditions
of the transaction will be satisfied, or that the transaction will be completed on the announced terms, within the expected timeframe or at all. The closing of
the transaction may be delayed, or the transaction may not be completed, due to a number of factors, including as a result of the failure to obtain
shareholder or regulatory approval or to satisfy any other requisite closing conditions.
If the transaction does not close, we could suffer consequences that may have an adverse effect on our business, financial condition, operating results, cash
flows and stock price. To the extent that the market price of our common stock reflects the assumption that the transaction will be completed, the price of
our stock could decline. Investor confidence in us could decrease, relationships with suppliers or customers may be adversely impacted, we may be unable
to hire or retain key personnel and we may not be able to overcome negative reactions from analysts in a timely manner or at all. We have incurred
significant costs, including professional services fees and other transaction costs, in connection with the anticipated transaction that we would be unable to
recover, and devoted substantial commitments of time and resources by our management, which could have otherwise been devoted to operations and other
opportunities that could have been beneficial to us.
Our failure to comply with the covenants contained in our credit facility could trigger an event of default, which could materially and adversely
affect our operating results and our financial condition.
Our credit facility requires us to maintain certain financial ratios and comply with various operational and other covenants. As of December 31, 2023, our
Consolidated Total Net Leverage Ratio was 4.00, as calculated in accordance with the Credit Agreement, compared to the maximum permitted ratio of 4.75
to 1.00. If we were unable to maintain these ratios and comply with such covenants, we would need to seek relief from our lenders in order to avoid, cure or
have waived an event of default under the facility. There can be no assurance that we would be able to obtain such relief on commercially reasonable terms
or otherwise. If an event of default occurs and is not cured or waived, we may not be able to make further borrowings under the credit facility and our
lenders could, among other things, cause all outstanding indebtedness under the credit facility to be due and payable immediately. There can be no
assurance that our assets or cash flows would be sufficient to provide us with the liquidity to fund outstanding commitments or meet other business
requirements or to enable us to fully repay those amounts or that we would be able to refinance or restructure the indebtedness. If, as or when required, we
are unable to repay, refinance or restructure the indebtedness outstanding under our credit facility, or amend the financial ratios and covenants contained
therein, the lenders under our credit facility could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure
proceedings against our assets. This, in turn, could result in an event of default under one or more of our other financing agreements, including our
convertible notes.
In addition, in the ordinary course of business, certain of our customers require us to deliver standby letters of credit to guarantee our performance under
our contractual obligations with them, which are currently issued by certain of our lenders pursuant to our credit facility. If we are unable to obtain letters of
credit as needed to operate our business as a result of any of the circumstances described above or otherwise, our ability to enter into certain contracts may
be adversely affected. Moreover, by their nature, standby letters of credit may be drawn upon by the beneficiaries thereof, which could affect our financial
ratios and ability to make additional borrowings. The occurrence of any of these events could have a material adverse effect on our liquidity, financial
position or results of operations.
14
We have increased debt and high leverage, which could have a negative impact on our financing options and liquidity position and which could
adversely affect our business.
As of December 31, 2023, we had $557.5 million in long-term debt outstanding excluding debt issuance costs. Additionally, our secured revolving credit
facility has a remaining borrowing capacity of $104.3 million, subject to EBITDA, as of December 31, 2023 (all of which would be secured when drawn).
Our overall leverage and the terms of our financing arrangements could:
•
limit our ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions, to fund growth or for general
corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by ratings
organizations were revised downward;
• make it more difficult for us to satisfy the terms of our obligations under the terms of our financing arrangements;
•
•
limit our ability to refinance our indebtedness on terms acceptable to us, or at all;
limit our flexibility to plan for and to adjust to changing business and market conditions in the industries in which we operate and increase our
vulnerability to general adverse economic and industry conditions;
require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting
the availability of our cash flow to fund future investments, capital expenditures, working capital, business activities and other general corporate
requirements;
increase our vulnerability to adverse economic or industry conditions; and
subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in
responding to increased competition.
•
•
•
Our ability to meet expenses and debt service obligations will depend on our future performance, which will be affected by financial, business, economic
and other factors, including the inflationary environment, fluctuating interest rates, potential changes in consumer and customer preferences and behaviors,
the success of product and marketing innovation and pressure from competitors. If we do not generate enough cash to pay our debt service obligations, we
may be required to refinance all or part of our existing debt, sell assets, borrow more money or issue additional equity.
Our variable rate debt subjects us to interest rate risk that could cause our interest expense to increase significantly.
The Company's Credit Agreement contains floating rate obligations and is subject to interest rate fluctuations, which exposes us to interest rate risk.
Interest rates for our variable rate debt began to rise significantly in the second half of 2022 and remained high throughout 2023. If interest rates continue to
increase, the interest expense on our Credit Agreement will continue to increase even if the amount borrowed remains the same, and our results of
operations and cash flows, including cash available for interest payments or debt repayment, will correspondingly decrease. The Company has entered into
interest rate swap agreements as a method of managing interest rate risk associated with the Company's variable-rate borrowings.
We have completed Joint Programmable Fuze ("JPF") production under our USG contract, so the future viability of our JPF program will
depend on our ability to market and sell the FMU 152 A/B to foreign militaries in direct commercial sales transactions.
Our JPF program continues to wind down as it moves to the end of its lifecycle, reflecting the previously announced decision of the United States Air Force
("USAF") to move from the FMU 152 A/B (which we manufacture and produce) to the FMU-139 D/B (which we do not manufacture or produce) as its
primary fuze system. We completed Option 16 of our JPF contract with the USG in the second quarter of 2023, which related solely to the procurement of
fuzes by or in support of foreign militaries and does not include any sales to the USAF. The USG has indicated that they will not award us any future
options, either as direct sales to the USG or indirect sales to foreign militaries through the USG. Therefore, the future viability of our JPF program will
depend entirely on our ability to market and sell the JPF to foreign militaries in direct commercial sales (“DCS”) transactions. As of December 31, 2023,
our total JPF backlog was $54.1 million, up from $20.0 million at December 31, 2022 as a result of multiple orders received in the fourth quarter. We are
currently in discussions with one Middle Eastern customer for one or more follow-on orders aggregating a minimum of $45.0 million that would further
extend the life of the program, but there can be no assurance as to the receipt, magnitude and timing of this order. Moreover, any such order, if received,
would be subject to the receipt of all necessary export approvals, licenses and other authorizations, including the receipt of manufacturing authorization
from the USG, needed to effectuate the sales, which are subject to political and geopolitical conditions beyond our control.
As a result of the inability to successfully market and sell the JPF to foreign militaries in DCS transactions in a timely manner at prices and in quantities
that would continue to support production at current levels, in the fourth quarter of 2022, we announced a restructuring plan that will lead to the permanent
closure of our Orlando, Florida manufacturing facility by the end of 2024.
15
The Company has consolidated JPF production in its Middletown, Connecticut, facility as the facility has the potential capacity to fulfill the requirements
for future DCS orders.
Our financial performance is significantly influenced by conditions within the aerospace and defense industries.
The financial performance of our business is directly tied to economic conditions in the commercial aviation and defense industries. The commercial
aviation industry tends to be cyclical, and capital spending by airlines and aircraft manufacturers may be influenced by a variety of global factors including
current and future traffic levels, aircraft fuel pricing, labor issues, competition, the retirement of older aircraft, regulatory changes, terrorism and related
safety concerns, general economic conditions, worldwide airline profits and backlog levels. The defense industry may be influenced by a changing global
political environment, changes in U.S. and global defense spending, U.S. foreign policy and the activity level of military flight operations. Changes to the
aerospace and defense industries and any reductions in U.S. defense spending could have a material impact on our current and proposed aerospace
programs, which could adversely affect our operating results and future prospects. In addition, changes in economic conditions may cause customers to
request that firm orders be rescheduled or canceled, which could put a portion of our backlog at risk.
Furthermore, because of the lengthy research and development cycle involved in bringing new products to market, we cannot predict the economic
conditions that will exist when a new product is introduced. A reduction in capital spending in the aviation or defense industries could have a significant
effect on the demand for our products, which could have an adverse effect on our financial performance or results of operations.
Our USG programs are subject to unique risks.
We have several significant long-term contracts either directly with the USG or where the USG is the ultimate customer, including the Sikorsky BLACK
HAWK cockpit program and the A-10 program. These contracts are subject to unique risks, some of which are beyond our control. Examples of such risks
include:
•
The USG may modify, curtail or terminate its contracts and subcontracts at its convenience without prior notice, upon payment for work done and
commitments made at the time of termination. Modification, curtailment or termination of our major programs or contracts could have a material
adverse effect on our business, financial condition, results of operations and cash flows.
• Our USG business is subject to specific procurement regulations and other requirements. These requirements, although customary in USG
•
contracts, increase our performance and compliance costs. These costs might increase in the future, reducing our margins, which could have a
negative effect on our financial condition. Although we have procedures designed to assure compliance with these regulations and requirements,
failure to do so under certain circumstances could lead to suspension or debarment, for cause, from USG contracting or subcontracting for a period
of time and could have a material adverse effect on our business, financial condition, results of operations and cash flows and could adversely
impact our reputation and our ability to receive other USG contract awards in the future.
The costs we incur on our USG contracts, including allocated indirect costs, may be audited by USG representatives. Any costs found to be
improperly allocated to a specific contract would not be reimbursed, and such costs already reimbursed would have to be refunded, which could
have a material adverse effect on our business, financial condition, results of operations and cash flows. Moreover, if any audit were to reveal the
existence of improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including termination of
contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the USG. The Company is
currently undergoing a Cost Accounting Standard 410 audit at its Orlando facility.
• We are from time to time subject to governmental inquiries and investigations of our business practices due to our participation in domestic and
foreign government contracts and programs and our transaction of business domestically and internationally. Adverse findings associated with any
such inquiry or investigation could also result in civil and criminal penalties and administrative sanctions, including termination of contracts,
forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with domestic and foreign governments.
The costs to implement and comply with the Cybersecurity Maturity Model Certification ("CMMC") as initiated by the U.S. Department of
Defense in order to measure their defense contractors' capabilities, readiness, and sophistication in the area of cybersecurity.
•
Our business may be adversely affected by changes in budgetary priorities of the USG.
Because a significant percentage of our revenue is derived either directly or indirectly from contracts with the USG, changes in federal government
budgetary priorities could directly affect our financial performance. A significant decline in government expenditures, a shift of expenditures away from
programs that we support or a change in federal government contracting
16
policies could cause federal government agencies to reduce their purchases under contracts, to exercise their right to terminate contracts at any time without
penalty or not to exercise options to renew contracts.
Estimates of future costs for long-term contracts impact our current and future operating results and profits.
We generally recognize sales and gross margin on long-term contracts based on the over time method of accounting. This method allows for revenue
recognition as our work progresses on a contract and requires that we estimate future revenues and costs over the life of a contract. Revenues are estimated
based upon the negotiated contract price, with consideration being given to exercised contract options, change orders and, in some cases, projected
customer requirements. Contract costs may be incurred over a period of several years, and the estimation of these costs requires significant judgment based
upon the acquired knowledge and experience of program managers, engineers and financial professionals.
Estimated costs are based primarily on anticipated purchase contract terms, historical performance trends, business base and other economic projections.
The complexity of certain programs as well as technical risks and the availability of materials and labor resources could affect our ability to accurately
estimate future contract costs. Additional factors that could affect recognition of revenue and gross margin under this method include:
• Accounting for initial program costs;
•
The effect of nonrecurring work;
• Delayed contract start-up or changes to production schedules;
Transition of work to or from the customer or other vendors;
•
Claims or unapproved change orders;
•
•
Product warranty issues;
• Delayed completion of certain programs for which inventory has been built up;
• Our ability to estimate or control scrap level;
• Accrual of contract losses; and
Changes in our overhead rates.
•
Because of the significance of the judgments and estimation processes, it is likely that materially different sales and profit amounts could be recorded if we
used different assumptions or if the underlying circumstances were to change. Changes in underlying assumptions, circumstances or estimates may
adversely affect current and future financial performance. While we perform quarterly reviews of our long-term contracts to address and lessen the effects
of these risks, there can be no assurance that we will not make material adjustments to underlying assumptions or estimates relating to one or more long-
term contracts that have a material adverse effect on our business, financial condition, results of operations and cash flows. The Company recognized
reductions in revenue due to changes in profit estimates in the years ended December 31, 2023, 2022 and 2021. Refer to Note 1, Summary of Significant
Accounting Policies, for further information.
We may lose money or generate lower than expected profits on our fixed-price contracts.
Our customers set demanding specifications for product performance, reliability and cost. Most of our government contracts and subcontracts provide for a
predetermined, fixed price for the products we make regardless of the costs we incur. Therefore, we must absorb cost overruns, notwithstanding the
difficulty of estimating all of the costs we will incur in performing these contracts and in projecting the ultimate level of sales that we may achieve. Our
failure to anticipate technical problems, estimate costs accurately, integrate technical processes effectively or control costs during performance of a fixed-
price contract may reduce the profitability of a fixed-price contract or cause a loss. Given the current inflationary environment, we have and may continue
to experience material and labor cost increases at a higher rate than what we have historically experienced. While we believe that we have recorded
adequate provisions in our financial statements for losses on our fixed-price contracts as required under GAAP, there can be no assurance that our contract
loss provisions will be adequate to cover all actual future losses.
Inflation may have an adverse effect on our business, our suppliers and our customers.
Although inflation in the United States was relatively low for several years, there has been a significant and sustained increase in inflation in 2022 and
2023. The Federal Reserve has raised certain benchmark interest rates in an effort to combat inflation and concerns of threats of recession. Inflation
increases the cost of goods, logistics and services we utilize in our operations, such as electricity, heating and other utilities, which increases our expenses.
Inflation may also cause us to increase wages by a larger amount than we have budgeted to retain our employees. Our suppliers may also be affected by
inflation and the rising costs of goods and services used in their businesses, and they may attempt to pass these costs down to us. Inflation may also have a
negative impact on our customers' ability to afford our products. If we are unable to recover inflationary cost increases with increased prices on our
products, this could impact margin profitability.
17
We face significant pressure to lower our pricing notwithstanding our own internal costs.
There is substantial and continuing pressure from original equipment manufacturers ("OEMs") in the commercial aerospace industry to reduce the prices
they pay to suppliers, such as Kaman. We attempt to manage such downward pricing pressure, while trying to preserve our business relationships with our
customers, by seeking to reduce our production and procurement costs through various measures, including implementing cost-effective process
improvements and partnering with our own suppliers to reduce our cost of raw materials and components. Our suppliers have periodically resisted, and in
the future may resist, pressure to lower their prices and have begun to impose price increases. If we are unable to offset price reductions from our OEM
customers, this could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The ability to obtain and retain product approvals issued by the FAA and any intellectual property claims could adversely affect our operating
results and profits.
Our business may be impacted by regulations set forth by the FAA to obtain Parts Manufacturer Approvals ("PMA") to design or produce a modification or
replacement aircraft part. The loss or suspension of the Company's product and design approvals could negatively impact our operating results and profits.
We believe our current design and production processes that are subject to such regulations by the FAA are in compliance; however, there can be no
assurance that we will not lose approvals for our products in the future. Additionally, we have been subject to claims of intellectual property infringement
by third parties, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Competition from domestic and foreign manufacturers may result in the loss of potential contracts and opportunities.
The markets in which we participate are highly competitive, and we often compete for work not only with large OEMs but also sometimes with our own
customers and suppliers. Many of our large customers may choose not to outsource production due to, among other things, their own direct labor and
overhead considerations and capacity utilization objectives. This could result in these customers supplying their own products or services and competing
directly with us for sales of these products or services, all of which could significantly reduce our revenues.
Our competitors may have more extensive or more specialized engineering, manufacturing and marketing capabilities than we do in some areas, and we
may not have the technology, cost structure, or available resources to effectively compete with them. We believe that developing and maintaining a
competitive advantage requires continued investment in product development; engineering; supply chain management; production capabilities, including
technology, equipment and facilities; and sales and marketing, and we may not have enough resources to make the necessary investments to do so. Further,
our significant customers may attempt to use their position to negotiate price or other concessions for a particular product or service without regard to the
terms of an existing contract or the underlying cost of production.
We believe our strategies for our business will allow us to continue to effectively compete for key contracts and customers, but there can be no assurance
that we will be able to compete successfully in this market or against such competitors.
RISKS RELATED TO INFORMATION TECHNOLOGY AND CYBERSECURITY
Cybersecurity requirements, vulnerabilities, threats and more sophisticated and targeted computer crime poses a risk to our systems, networks,
products and data.
Our information technology systems provide critical data connectivity, information and services for internal and external users. These interactions include,
but are not limited to, ordering and managing materials from suppliers, inventory management, shipping products to customers, processing transactions,
summarizing and reporting results of operations, complying with regulatory, legal or tax requirements and other processes necessary to manage our
business. Our computer systems face the threat of unauthorized access, computer hackers, computer viruses, malicious code, organized cyber-attacks, the
unauthorized use of artificial intelligence and other security problems and system disruptions. These threats may be heightened due to the ongoing military
conflict between Ukraine and Russia and Israel and Hamas. We rely heavily on our information technology systems, networks and services, some of which
are managed, hosted and provided by third-parties to conduct our business.
Cyber-attacks are evolving and include, but are not limited to, malicious software, destructive malware, attempts to gain unauthorized access to data,
manipulation of data, disruption or denial of service attacks and other electronic security breaches that could lead to disruptions in critical systems,
unauthorized release of confidential, personal or otherwise protected information, including trade secrets, and corruption of data, networks or systems. We
provide products and services to
18
customers who also face cyber threats. Our products and services are subject to cyber threats and we may not be able to detect or deter such threats, which
could result in losses that could materially adversely affect our customers and our company. We have experienced cybersecurity attacks, including but not
limited to, a Doppelpaymer ransomware attack in 2020. As of the date of this report, such incidents have not been material to our business or financial
results.
We could also be impacted by cyber incidents in our suppliers', partners' and customers' systems that are used in connection with our business, including
threats directed towards our third-party and cloud service providers. Any such breach could compromise our networks and the information there could be
accessed, publicly disclosed, lost or stolen. These events, if not prevented or mitigated, could damage our reputation, require remedial action and lead to
loss of business, regulatory actions, potential liability and other financial losses, any of which could have a material adverse impact on our business,
financial condition and results of operations.
Our information technology systems, processes and sites may suffer interruptions or failures which may affect our ability to conduct our business.
In the event our information technology systems are damaged or cease to function properly due to any number of causes, such as catastrophic events, power
outages and security breaches resulting in unauthorized access or cyber-attacks, and our information security program, incident report capabilities, business
continuity plans and security precautions do not function effectively on a timely basis, we may suffer interruptions in our operations or the
misappropriation of proprietary information, which may adversely impact our business, financial condition, results of operations and cash flows. We have
experienced cybersecurity attacks, including but not limited to, a Doppelpaymer ransomware attack in 2020. As of the date of this report, such incidents
have not been material to our business or financial results. We were able to restore affected systems and resume business operations in a relatively short
period of time.
We have outsourced our information technology functions and transitioned to cloud-based technologies. Disruptions or delays at our third-party
service providers could impact our operations.
As part of the comprehensive review of our general and administrative functions in order to improve operational efficiency and to align the Company's
costs with its revenues, we outsourced certain information technology functions. While we believe we conducted appropriate diligence before entering into
agreements with our third-party service providers and have the proper controls and oversight over the IT functions performed by our third parties, the
failure of one or more of such entities to meet our performance standards and expectations, with respect to data security, compliance with data protection
and privacy laws, providing services on a timely basis or providing services at the prices we expect, may have an adverse effect on our results of operations
or financial condition. Additionally, we have transitioned certain technology to cloud-based infrastructure. Our utilization of cloud services is critical to
developing and providing products and services to our customers, scaling our business for future growth, accurately maintaining data and otherwise
operating our business. Failure of cloud infrastructure providers to maintain adequate physical, technical and administrative safeguards to protect the
security of our confidential information and data could result in unauthorized access to our systems or a system or network disruption that could lead to
improper disclosure of confidential information or data, regulatory penalties and remedial costs. There may also be a discrepancy between the contractual
liability profile that the cloud service provider has agreed to and our contractual liability profile with our customers. Any disruption to either the outsourced
systems or the communication links between us and the outsourced suppliers could negatively affect our ability to operate our data systems, and could
impair our ability to provide services to our customers. As we increase our reliance on these third-party systems, our exposure to damage from service
disruptions may increase and we may incur additional costs to remedy the damages caused by these disruptions.
RISKS RELATED TO COMPLIANCE
Exports of certain of our products are subject to various export control regulations and authorizations, and we may not be successful in obtaining
the necessary U.S. Government approvals and resultant export licenses for proposed sales to certain foreign customers.
We must comply with numerous laws and regulations relating to the export of our products and technologies, including, among others, the FMU-152A/B
JPF, before we are permitted to sell those products and technologies outside of the United States. Compliance often entails the submission and timely
receipt of necessary export approvals, licenses or authorizations from the USG and, depending on the size and nature of the proposed transaction, may even
require the submission of formal notification to the United States Congress, which then has the ability to pass a joint resolution of disapproval blocking or
amending the sale. Over the last several years, the U.S. export licensing environment for munitions, such as the JPF, has been adversely affected by a
number of factors, including, but not limited to, the changing geopolitical environment and heightened tensions with other countries (which shift and
evolve over time). Accordingly, we can give no assurance that we will be successful in obtaining, in
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a timely manner or at all, the approvals, licenses or authorizations we need to sell our products and technologies outside the United States, which may
result in the cancellation of orders, the incurrence of significant penalties payable by the Company and the return of advance payments to our customers if
we do not make deliveries and fulfill our contractual commitments. Any significant delay in, or impairment of, our ability to sell products or technologies
outside of the United States could have a material adverse effect on our business, financial condition and results of operations.
Tariffs on certain imports to the United States and other potential changes to U.S. tariff and import/export regulations may have a negative effect
on global economic conditions and our business, financial results and financial condition.
We are subject to tariffs on imports of steel and aluminum into the United States. As the implementation of tariffs is ongoing, more tariffs may be added in
the future. While any steel and aluminum we use in our products is produced primarily in North America, the tariffs may provide domestic steel and
aluminum producers the flexibility to increase their prices, at least to a level where their products would still be priced below foreign competitors once the
tariffs are taken into account. These tariffs could have an adverse impact on our financial results, which include, but are not limited to, products we sell that
include steel and aluminum, and if we are unable to pass such price increases through to our customers, it would likely increase our cost of sales and, as a
result, decrease our gross margins, operating income and net income. To date, the impact of the tariffs has not been material to the Company. In addition, in
response to the tariffs, a number of other countries are threatening to impose tariffs on U.S. imports, which, if implemented, could increase the price of our
products in these countries and may result in our customers looking to alternative sources for our products. This would result in decreased sales, which
could have a negative impact on our net income and financial condition. Any of these factors could depress economic activity and restrict our access to
suppliers or customers and have a material adverse effect on our business, financial condition and results of operations.
We are subject to environmental laws and regulations and risks associated with environmental liabilities, violations and litigation.
We are subject to a variety of U.S. federal, state, local and non-U.S. environmental, health and safety laws and regulations concerning, among other things,
the health and safety of our employees, the generation, treatment, storage, use, transportation and disposal of certain materials including hazardous
materials, substances and wastes, emissions or discharges of substances into the environment, and investigation and remediation of hazardous materials,
substances and wastes at various sites. Our operations involve the use, primarily in our manufacturing processes, of substances and materials subject to
these laws and regulations. Our failure to comply with these laws or regulations could result in regulatory penalties, fines, and legal liabilities; suspension
of production; alteration of our manufacturing; damage to our reputation; and restrictions on our operations or sales. Furthermore, environmental laws and
regulations outside of the U.S. are becoming more stringent, resulting in increased costs and compliance burdens.
We are also subject to other environmental laws and regulations, including those that require us to investigate and remediate soil and/or groundwater to
meet certain remediation standards. Under federal law, generators of waste materials, and current and former owners or operators of facilities, can be
subject to liability for investigation and remediation costs at locations that have been identified as requiring response actions. Liability under these laws
may be retroactive, strict, joint and several, meaning that we could be liable for the costs of cleaning up environmental contamination regardless of when it
occurred, fault or the amount of waste directly attributable to us. We have liabilities for investigation and remediation costs at various sites; however, the
ultimate cost of site investigation and cleanup and timing of future cash outflows is difficult to predict, given the uncertainties regarding the extent and
timing of the required investigation and cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods.
Additionally, future environmental investigation and remediation costs, including capital expenditures for environmental projects, may increase because of
new/future laws and regulations, changing interpretations and stricter enforcement of current laws and regulations by regulatory authorities, expanding
groundwater and other testing requirements, and new information on emerging contaminants such as per- and polyfluoroalkyl substances (“PFAS”), as well
as uncertainty regarding remediation methods for such emerging contaminants. The Company has removed Aqueous Film Forming Foam ("AFFF"), a
common PFAS source, from its firefighting systems at the Bloomfield, Connecticut location in accordance with state law. However, due to the quickly-
evolving statutory and regulatory framework, the risks associated with potential future EHS activities and claims concerning PFAS cannot yet be fully
evaluated, but could have a material impact on our business, financial condition, results of operations and cash flows.
In 2014, the Company sold its former manufacturing site in Moosup, Connecticut, to TD Development, LLC ("TD"). Although TD assumed contractual
and statutory responsibility for the environmental remediation work required on this site (subject to a cost-sharing arrangement with the Company), the
Company may be liable for the full cost of the investigation, remediation and abatement of the site as a result of TD’s failure to perform its contractual and
statutory obligations. In September 2021, TD’s
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principal filed for personal bankruptcy protection, and during the course of that bankruptcy proceeding, the Company has learned that neither TD nor its
principal is expected to have the means to support the investigation, remediation and abatement of the site. The Company has filed an objection to the
issuance of a discharge in the bankruptcy proceeding. In the first quarter of 2024, the Company signed a settlement agreement with TD and related parties,
which provided the Company access to the former site to update the environmental condition assessment of the property and remaining investigation and
remediation efforts required, formalized the Company's oversight of the investigation and remediation activities with the Connecticut Department of
Energy and Environmental Protection and enables investigation and remediation to be performed to industrial/commercial standards rather than the more
stringent residential standards. Under this settlement agreement, the Company will undertake the investigation, remediation and abatement of the site, with
a modest contribution from TD’s principal. The Company has engaged an environmental consultant to gather the appropriate data to calculate a range for
the potential obligation, but is currently unable to estimate the costs that are likely to be incurred in connection with these environmental investigation and
remediation activities.
The costs of complying with current or future environmental protection and health and safety laws and regulations, or liabilities arising from past or future
releases of, or exposures to, hazardous substances, may exceed our estimates, or have a material adverse effect on our business, results of operations,
financial condition, and cash flows. For a discussion of these matters, please refer to Note 19, Commitments and Contingencies, in the Notes to
Consolidated Financial Statements in this Annual Report on Form 10-K.
Increasing scrutiny and changing expectations from stakeholders with respect to our environmental, social and governance practices may expose
us to new or additional risks.
Companies are facing increasing scrutiny from stakeholders and investors related to their ESG practices and disclosures, including those related to climate
change, human capital management, diversity and inclusion, social and community impact, corporate culture and governance standards. This increased
focus and activism related to ESG and similar matters may hinder access to financing or capital, as investors or lenders may determine to reallocate or not
invest capital as a result of their assessment of a company's ESG practices and disclosures. If we do not adapt or comply with evolving investor, lender or
stakeholder ESG expectations and standards, or if we are perceived to have not responded appropriately to the growing focus on ESG issues, regardless of
whether there is a legal requirement to do so, we may suffer from reputational damage and could experience a material adverse effect on our business,
financial condition, results of operations and cash flows. Conversely, if we comply with evolving investor, lender and stakeholder ESG expectations and
standards, doing so could result in higher costs, disruption and diversion of management attention, an increased strain on our resources and heightened
legal and regulatory risk.
Our foreign operations require us to comply with a number of United States and international laws and regulations, violations of which could have
a material adverse effect on our business, financial condition, results of operations and cash flows.
We are required to comply with a number of United States and international laws and regulations, such as the U.S. Foreign Corrupt Practices Act of 1977
(the "FCPA"), the U.K. Bribery Act of 2010 (the "Bribery Act"), and other similar anti-corruption laws and regulations. The FCPA generally prohibits
United States companies or their agents and employees from providing anything of value to a foreign official for the purposes of influencing any act or
decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity or obtain any unfair
advantage. Although we have internal controls, procedures and compliance programs to train our employees and agents with respect to compliance with the
FCPA and other applicable international laws and regulations, there can be no assurance that our policies, procedures and programs will always protect us
from reckless or criminal acts committed by our employees or agents. Allegations of violations of applicable international laws and regulations, including
the FCPA and the Bribery Act, may result in internal, independent or government investigations. The Company takes FCPA and Bribery Act violations
seriously, and all allegations are promptly investigated. Violations of the FCPA and other international laws and regulations may lead to severe criminal or
civil sanctions and could result in liabilities that have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our foreign operations present additional risks and uncertainties which could have a material adverse effect on our business, financial condition,
results of operations and cash flows.
Our foreign business operations create additional risks and uncertainties, including the following:
Longer payment cycles;
•
• Difficulties in accounts receivable collection, including complexities in documenting letters of credit;
•
•
Changes in regulatory requirements;
Export restrictions, tariffs and other trade barriers;
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• Difficulties in staffing and managing foreign operations;
•
•
•
•
Seasonal reductions in business activity during the summer months in Europe and certain other parts of the world;
Political or economic instability in the markets we serve;
Potentially adverse tax consequences; and
Cultural and legal differences impacting the conduct of business.
In addition, certain contracts with foreign customers include terms and reflect legal requirements that create additional risks. These include, among others,
industrial cooperation agreements requiring specific in-country purchases, investments, manufacturing agreements or other financial obligations, known as
offset requirements, and provide for significant penalties if we fail to meet such requirements. Failure to satisfy offset requirements may also lead to the
inability to do business with such customers in the future. Certain of our foreign customers have required us to enter into letters of credit, performance or
surety bonds, bank guarantees and/or other financial arrangements to secure our performance obligations. Currently, DCS contracts with a Middle Eastern
customer are secured by unconditional letters of credit aggregating $68.3 million, of which $57.4 million are under the revolving credit facility. These may
be drawn upon unilaterally by the customer in the event of a disagreement or alleged failure to perform. All or any of these factors have the potential to
have a material adverse effect on our business, financial condition, results of operations and cash flows.
We design, manufacture, service and sell complex aerospace parts, subassemblies and aircraft that subject us to potential risks and liabilities in
the event they do not operate as intended.
The Company designs, manufactures, services and sells complex and sophisticated aerospace parts, subassemblies and aircraft. These products are
manufactured according to detailed specifications and are subject to strict approval or certification requirements. Technical, mechanical and other failures
have occurred in the past, and may occur in the future, whether as a result of manufacturing or design defects, operational processes or production issues
attributable to us, our customers, suppliers, third party integrators or others. Our products could also fail as a result of cyber-attacks, such as those that seize
control and result in misuse or unintended use of our products, or other intentional acts. Due to the nature of the Company's business, liability claims have
arisen, and may arise in the future, from accidents or disasters involving products the Company has manufactured, including claims for injury or death.
Product or system failures could result in negative publicity that could reduce demand for our products, product recalls, regulatory directives and product
liability and warranty claims (including claims related to the safety or reliability of our products). Such failures could also lead to service, repair and
maintenance costs, damages and fines and regulatory and environmental liabilities. While management believes that the Company maintains adequate
insurance for these risks, insurance cannot be obtained to protect against all risks and liabilities. It is therefore possible that the insurance coverage may not
cover all claims or liabilities, and the Company may be forced to bear unanticipated costs or liabilities. As of December 31, 2023, the Company is party to
pending litigation proceedings relating to two incidents involving K-MAX® helicopters that each resulted in a fatality, and the Company has been notified
of additional potential claims relating to one of such incidents. Each incident is the subject of one or more investigations undertaken by applicable civil
aviation agencies located in the jurisdiction of the incident. These investigations are at varying stages of completion; certain agencies have issued final
reports or taken other actions, while other investigations remain in progress. While it is not possible to predict the final outcome of all investigations,
litigation or claims relating to these or other potential incidents, management believes that all such investigations, litigation or claims in existence at
December 31, 2023, are not reasonably likely to have a material adverse effect on our business, financial condition and results of operations or cash flows.
Additional tax exposure and tax law changes could have a material effect on our financial results.
We are subject to income taxes in the United States and certain foreign jurisdictions. The determination of the Company’s provision for income taxes and
other tax liabilities requires judgment and is based on legislative and regulatory structures that exist in the jurisdictions in which we operate, and we are
periodically under audit by various tax authorities. We regularly assess the potential outcomes of examinations by tax authorities in determining the
adequacy of our provision for income taxes. There are currently no tax audits in process. Although we do not believe that any material adjustments will
result from tax audits, the outcome of such audits cannot be predicted with certainty. Any final assessment resulting from tax audits may result in material
changes to our past or future taxable income, tax payable or deferred tax assets and may require us to pay penalties and interest that could have a material
adverse effect on our results of operations.
The value of our deferred tax assets could become impaired, which could materially and adversely affect our operating results.
As of December 31, 2023, we had approximately $38.8 million in net deferred tax assets after valuation allowance. These deferred tax assets can be used to
offset taxable income in future periods and reduce income taxes payable in those future periods. Each quarter, we determine the probability of the
realization of deferred tax assets, using significant judgments and
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estimates with respect to, among other things, historical operating results, expectations of future earnings and tax planning strategies. In the event that there
is insufficient positive evidence to support the valuation of these assets, we may be required to further adjust the valuation allowance to reduce our deferred
tax assets. Such a reduction could result in a material non-cash charge in the period in which the valuation allowance is adjusted and could have a material
adverse effect on our results of operations.
RISKS RELATING TO ACQUISITIONS, JOINT VENTURES, DIVESTITURES AND RESTRUCTURING
We may make acquisitions or investments in new businesses, products or technologies that involve additional risks, which could disrupt our
business or harm our financial condition or results of operations.
As part of our business strategy, we have made, and expect to continue to make, acquisitions of businesses or investments in companies that offer
complementary products, services and technologies. Such acquisitions or investments involve a number of risks, including:
• Assimilating operations and products may be unexpectedly difficult;
• Management's attention may be diverted from other business concerns;
• We may enter markets in which we have limited or no direct experience;
• We may lose key employees, customers or vendors of an acquired business;
• We may not be able to achieve the synergies or cost savings we anticipated;
• We may not realize the assigned value of the acquired assets;
• We may experience quality control failures or encounter other customer relationship issues; and
• We may become subject to preexisting liabilities and obligations of the acquired businesses.
These factors could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, the consideration
paid for any future acquisitions could include our stock or require that we incur additional debt and contingent liabilities. As a result, future acquisitions
could cause dilution of existing equity interests and earnings per share.
Certain business operations are conducted through joint ventures, which entail special risks.
We utilize joint ventures to perform certain business operations. The Company relies significantly on the services and skills of its joint venture partner to
manage and conduct the local business operations of the joint venture and ensure compliance with all applicable laws and regulations. If our joint venture
partner fails to perform these functions adequately, it may adversely affect our business, financial condition, results of operations and cash flows. Moreover,
if our joint venture partner fails to honor its financial obligations to commit capital, equity or credit support to the joint venture as a result of financial or
other difficulties or for any other reason, the joint venture may be unable to perform contracted services or deliver contracted products unless we provide
the necessary capital, equity or credit support. The Company currently has a 49% equity interest in Kineco-Kaman Composites - India Private Limited, a
composites manufacturing joint venture located in Goa, India.
We may be unable to realize expected benefits from our cost reduction and restructuring efforts and our profitability may be hurt or business
otherwise might be adversely affected.
In order to operate more efficiently and control costs, from time to time, we announce restructuring plans or other cost savings initiatives, which include
workforce reductions as well as facility consolidations and other cost reduction initiatives, such as streamlining our processes. These plans are intended to
generate operating expense savings through direct cost and indirect overhead expense reductions, as well as other savings. In December 2022, the Company
began a review of all businesses and programs to increase efficiencies, improve working capital management and focus on sustainable and consistent
revenue and profit generating activities. As a result of this review, we announced a restructuring plan which includes the following: (i) consolidating JPF
production to our Middletown, Connecticut facility leading to the permanent closure of our Orlando, Florida manufacturing facility by the end of 2024; (ii)
discontinuing the manufacture and production of the K-MAX® and the TITAN UAV unmanned aerial system; (iii) streamlining the Company’s facilities
and functions by reducing headcount, eliminating non-value added activities and waste in its processes; and (iv) right-sizing the Company’s total cost
structure to better align with the size of the Company. These actions, in combination with the previously announced JPF program consolidation and related
closure of the Company’s Orlando facility, are expected to generate approximately $25 million of annualized run-rate cost savings and are intended to
allow the Company to focus on driving meaningful growth in its core businesses and improve earnings over time.
We may undertake further workforce reductions or restructuring actions in the future. These types of cost reduction and restructuring activities are complex.
If we do not successfully manage our current initiatives and restructuring activities or any other similar activities that we may undertake in the future,
expected efficiencies and benefits might be delayed or not realized,
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and our operations and business could be disrupted. Risks associated with these initiatives, actions and other workforce management issues include
political responses to such actions, unforeseen delays in the implementation of anticipated workforce reductions, additional unexpected costs, changes in
responsibilities, business and information technology systems disruptions, changes in internal controls, potential impacts on financial reporting, adverse
effects on employee morale and the failure to meet operational targets, whether due to the loss of employees, work stoppages or otherwise, any of which
may impair our ability to achieve anticipated sales or cost reductions and could have a material adverse effect on our business, financial condition, results
of operations and cash flows.
GENERAL RISK FACTORS
Our future operating results will be impacted by changes in global economic, political and environmental conditions.
Our future operating results and liquidity are expected to be impacted by changes in general economic, political and environmental conditions which may
affect, among other things, the following:
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The availability of credit and our ability to obtain additional or renewed bank financing, the lack of which could have a material adverse impact on
our business, financial condition and results of operations and may limit our ability to invest in capital projects and planned expansions or to fully
execute our business strategy;
•
•
•
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• Market rates of interest, any increase in which would increase the interest payable on some of our borrowings and adversely impact our cash flow;
Inflation, which has caused our suppliers to raise prices that we may not be able to pass on to our customers, which could adversely impact our
•
business, including competitive position, market share and margins;
The investment performance of our pension plan, as well as the associated discount rate, any adverse changes in which may result in a
deterioration in the funded status of the plan and an increase in required contributions and plan expense;
The relationship between the U.S. dollar and other currencies, any adverse changes in which could negatively impact our financial results;
The ability of our customers to pay for products and services on a timely basis, any adverse change in which could negatively impact sales and
cash flows and require us to increase our bad debt reserves;
The volume of orders we receive from our customers, any adverse change in which could result in lower operating profits as well as less
absorption of fixed costs due to a decreased business base;
The ability of our suppliers to meet our demand requirements, maintain the pricing of their products or continue operations, any of which may
require us to find and qualify new suppliers;
The issuance and timely receipt of necessary export approvals, licenses and authorizations from the U.S. Government, the lack or untimely receipt
of which could have a material adverse effect on our business, financial condition and results of operations;
The political stability and leadership of countries where our customers and suppliers reside, including military activity, training and threat levels,
any adverse changes in which could negatively impact our financial results, such as the effects of the ongoing wars in Ukraine and Israel. These
effects include adverse impacts on energy availability and prices, natural materials availability and pricing, sanctions, loss of company markets
and financial market impacts; and
The volatility in equity capital markets which may continue to adversely affect the market price of our common shares, which may affect our
ability to fund our business through the sale of equity securities and retain key employees through our equity compensation plans.
•
•
•
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• Natural disasters or the effects of climate change may impact our operations, or those of our suppliers and customers, causing significant physical
damage to facilities and equipment, as well as infrastructure, which could have a material adverse effect on our business, financial condition,
results of operations and cash flows.
While general economic, political and environmental conditions have not impaired our ability to access credit markets and finance our operations to date,
there can be no assurance that we will not experience future adverse effects that may be material to our cash flows, competitive position, financial
condition, results of operations or our ability to access capital.
We could be negatively impacted by the loss of key suppliers, the consolidation of suppliers, the lack of product availability, a decrease in quality
or changes in supplier programs or prices.
Our business depends on maintaining a sufficient supply of various products to meet our customers' demands. We have long-standing relationships with
key suppliers but these relationships generally are non-exclusive and could be terminated by either party. If we were to lose a key supplier, or were unable
to obtain the same levels of deliveries from these suppliers and were unable to supplement those purchases with products obtained from other suppliers, it
could have a material adverse effect on our business. Additionally, we rely on foreign and domestic suppliers and commodity markets to secure raw
materials used in many of the products we manufacture. Suppliers have consolidated and formed alliances to broaden their product and integrated
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system offerings, and achieve critical mass. Supplier consolidation could cause us to compete against certain competitors with greater financial resources,
market penetration and purchasing power. This exposes us to volatility in the price and availability of raw materials. In some instances, we depend upon a
single source of supply. Supply interruptions could arise from shortages of raw materials, labor disputes or worker resignations, weather conditions,
geopolitical instability due to ongoing military conflicts, such as between Ukraine and Russia and between Israel and Hamas, continuing U.S. sanctions on
China's microchip manufacturing or pandemics, affecting suppliers' production, transportation disruptions or other reasons beyond our control. Even if we
continue with our current supplier relationships, high demand for certain products may result in us being unable to meet our customers' demands, which
could put us at a competitive disadvantage. Our suppliers may also provide us with parts or materials that do not meet our rigorous quality standards. This
may cause delays in our ability to provide our products timely to our customers, or may result in incurring additional costs in order to procure parts or
materials that function as required. Additionally, our key suppliers could also increase the pricing of their products, which would negatively affect our
operating results if we were not able to pass these price increases through to our customers. Price increases may intensify or occur more frequently as
demand for raw materials and components increase, or as disruptions occur within the supply chain. The prices for our products fluctuate depending on
market conditions and global demand, and we may be required to absorb the cost increase. We base our supply management process on an appropriate
balancing of the foreseeable risks and the costs of alternative practices. To protect ourselves against such risks, we may engage in strategic inventory
purchases during the year, negotiate long-term vendor supply agreements, monitor our inventory levels and obtain second sources when applicable to
ensure that we have the appropriate inventory on hand to meet our customers' requirements.
We may not realize all of the sales expected from our existing backlog or anticipated orders.
At December 31, 2023, we had $749.9 million of order backlog. There can be no assurance that the revenues included in our backlog will be realized or, if
realized will result in profits. We consider backlog to be firm customer orders. OEM customers may provide projections of components and assemblies that
they anticipate purchasing in the future under existing programs. These projections may represent orders that are beyond lead time and are included in
backlog when supported by a long term agreement. Our customers have the right under certain circumstances or with certain penalties or consequences to
terminate, reduce or defer firm orders that we have in backlog. If our customers terminate, reduce or defer firm orders, we may be protected from certain
costs and losses, but our sales would be adversely affected. Although we strive to maintain ongoing relationships with our customers, there is an ongoing
risk that orders may be canceled or rescheduled due to fluctuations in our customers’ business needs or purchasing budgets.
Our revenue, cash flows and quarterly results may fluctuate, which could adversely affect our stock price.
We may in the future experience significant fluctuations in our quarterly operating results attributable to a variety of factors. Such factors include but are
not limited to:
Changes in demand for our products;
Introduction, enhancement or announcement of products by us or our competitors;
The growth rates of certain market segments in which we compete;
Size, timing and shipment terms of significant orders;
Budgeting cycles of customers;
Pricing pressures from customers;
Customer advances;
Longer payment terms required by our customers;
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• Market acceptance of our new products;
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• Difficulties with our technical programs;
•
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• Mix of distribution channels;
• Mix of products and services sold;
• Mix of domestic and international revenues;
Fluctuations in currency exchange rates;
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Changes in the level of operating expenses;
•
Changes in our sales and management incentive plans;
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Changes in tax laws in the jurisdictions in which we conduct business;
•
Timing of tax payments, assessments and settlements;
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Inventory obsolescence;
• Accrual of contract losses;
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• Health care reform;
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Completion or announcement of acquisitions or divestitures; and
• General economic conditions in regions in which we conduct business.
Fluctuations in oil and utility costs;
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Most of our expenses are relatively fixed in the short-term, including costs of personnel and facilities, and are not easily reduced. Thus, an unexpected
reduction in our revenue, or failure to achieve an anticipated rate of growth, could have a material adverse effect on our profitability. If our operating results
do not meet the expectations of investors, our stock price may decline.
Our financial results of operations could be adversely affected by impairment of our goodwill or other intangible assets.
When we acquire a business, we record goodwill equal to the excess of the amount we pay for the business, including liabilities assumed, over the fair
value of the tangible and identifiable intangible assets of the business we acquire. Goodwill and other intangible assets that have indefinite useful lives
must be evaluated at least annually for impairment. The specific guidance for testing goodwill and other non-amortized intangible assets for impairment
requires management to make certain estimates and assumptions when allocating goodwill to reporting units and determining the fair value of reporting
unit net assets and liabilities, including, among other things, an assessment of market conditions, projected cash flows, investment rates, cost of capital and
growth rates, which could significantly impact the reported value of goodwill and other intangible assets. Changes in our estimates and assumptions could
adversely impact projected cash flows and the fair value of reporting units. Fair value is generally determined using a combination of the discounted cash
flow, market multiple and market capitalization valuation approaches. Absent any impairment indicators, we generally perform our evaluations annually in
the fourth quarter, using available forecast information. If at any time we determine an impairment has occurred, we are required to reflect the reduction in
value as an expense within operating income, resulting in a reduction of earnings and a corresponding reduction in our net asset value in the period such
impairment is identified. In the year ended December 31, 2022, the Company recorded a goodwill impairment charge of $25.3 million for the KPP-Orlando
reporting unit. In the event there is further deterioration in business conditions or estimated cash flows beyond amounts previously or currently forecasted,
there is a risk of future impairments on our goodwill balance.
The cost and effort to start up new programs and introduce new products and technologies could negatively impact our operating results and
profits.
The time required and costs incurred to ramp up a new program can be significant and include nonrecurring costs for tooling, first article testing, finalizing
drawings and engineering specifications and hiring new employees able to perform the technical work required. New programs can typically involve a
greater volume of scrap, higher costs due to inefficiencies, delays in production and learning curves that are often more extended than anticipated, all of
which could have a material effect on our business, financial condition, results of operations and cash flows.
We also seek to achieve growth through the design, development, production, sale and support of innovative products that incorporate advanced
technologies. The product, program and service needs of our customers change and evolve regularly and we invest in research and development efforts to
pursue advances in technologies, products and services. We are currently developing the KARGO UAV unmanned aerial system, a compact purpose-built,
autonomous aircraft designed to provide cost-effective cargo hauling up to 800 pounds. We anticipate both competition and demand for unmanned aircraft
to be high, which allows for a short time frame to develop and manufacture the unmanned aircraft systems. If any of our development and/or production
efforts are delayed, if suppliers cannot deliver timely or perform to our standards and/or if we identify or experience any other issues, we may not meet
delivery schedules agreed upon with our customers, which could result in additional material costs, including liquidated damages or other liabilities that
could be assessed.
Our ability to realize the anticipated benefits of our technological advancements depends on a variety of factors, including meeting development,
production, certification and regulatory approval schedules; execution of internal and external performance plans; availability of supplier and internal
facility capacity to perform maintenance, repair, and overhaul services on our products; hiring and training of qualified personnel; achieving cost and
production efficiencies, identification of emerging technological trends in our target end markets; validation of innovative technologies; the level of
customer interest in new technologies and products; and customer acceptance of products we manufacture. Development efforts divert resources from
potential resources in our businesses, and these efforts may not lead to the development of new technologies on a timely basis or meet the needs of our
customers as fully as competitive offerings. Additionally, the markets for our products or products that incorporate our technologies may not develop or
grow as we anticipate. We may encounter difficulties in developing and/or producing new products or services and may not realize the degree or timing of
benefits initially anticipated or may otherwise suffer significant adverse financial consequences. Due to the design complexity of our products, we may
experience delays in completing the development and introduction of new products. Delays could result in increased development costs or deflect resources
from other projects. Furthermore, our competitors or customers may develop competing technologies which gain market acceptance in advance or instead
of our products. Additionally, our competitors may develop new technologies or offerings that may cause our existing technologies or offerings to become
obsolete. These risks associated
26
with efforts to start up new programs and introduce new products and technologies could have a material adverse effect on our business, financial
condition, results of operations and cash flows.
We rely on the experience and expertise of our skilled employees, and must continue to attract and retain qualified technical, marketing and
managerial personnel in order to succeed.
Our future success will depend largely upon our ability to attract and retain highly skilled technical, operational and financial managers and marketing
personnel. There is significant competition for such personnel in the industries in which we operate. We try to ensure that we offer competitive
compensation and benefits as well as opportunities for continued development, and we continually strive to recruit and train qualified personnel and retain
key employees. We may be impacted by higher labor costs and/or labor shortages due to wage and salary inflationary pressures in the economy, a
tightening labor market and increased rates of employee resignations generally throughout the U.S. economy. Despite our efforts, there can be no assurance
that we will continue to be successful in attracting and retaining the personnel we require to develop new and enhanced products and to continue to grow
and operate profitably. In addition, a significant portion of our employees are nearing or eligible for retirement. As experienced personnel leave the
Company, we must develop other employees, hire qualified new personnel and successfully transfer critical knowledge in order to minimize the effect on
our results of operations, cash flows or financial position.
We depend on our intellectual property, and have access to certain intellectual property and information of our customers and suppliers and any
infringement or failure to protect such intellectual property could have a material adverse effect on our business, financial condition results of
operations and cash flows.
We rely on a combination of patents, trademarks, copyrights, trade secrets, nondisclosure agreements, physical and information technology security
systems, internal controls and compliance systems and other measures to protect our intellectual property, data, and technology rights, both domestically
and internationally, as well as the intellectual property, data and technology rights of our customers and suppliers that we have in our possession or to
which we have access. Our efforts to protect such intellectual property, data and technology rights may not be sufficient. There can be no assurance that our
pending patent applications will result in the issuance of patents to us, that patents issued to or licensed by us in the past or in the future will not be
challenged or circumvented by competitors, or that these patents will be found to be valid or sufficiently broad to preclude our competitors from
introducing technologies similar to those covered by our patents and patent applications. Our ability to protect and enforce our intellectual property, data
and technology rights may be limited in certain countries outside the U.S. as may be our ability to prevent theft or compromise of our intellectual property,
data and technology rights by competitors, state actors or third parties. In addition, we have been and may continue to be the target of competitor or other
third-party patent enforcement actions seeking substantial monetary damages or seeking to prevent our sale and marketing of certain of our products or
services. Our competitive position also may be adversely impacted by limitations on our ability to obtain possession of, and ownership or necessary
licenses concerning, data important to the development or provision of our products or service offerings, or by limitations on our ability to restrict the use
by others of data related to our products or services. Any of these events or factors could have a material adverse effect on our competitive position, subject
us to judgments, penalties and significant litigation costs or temporarily or permanently disrupt our sales and marketing of the affected products or services.
Any of the foregoing could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.
Business disruptions could seriously affect our sales and financial condition or increase our costs and expenses.
Our business may be impacted by disruptions including, but not limited to, threats to physical security, heightened geopolitical tensions, trade sanctions,
information technology attacks or failures, damaging weather or other acts of nature and pandemics, epidemics or other public health crises. Any of these
disruptions could affect our internal operations or services provided to customers, and could impact our sales, increase our expenses or adversely affect our
reputation or our stock price. We have developed and are implementing business continuity plans for each of our businesses, in order to mitigate the effects
disruptions may have on our financial results.
A failure to maintain effective internal controls could adversely affect our ability to accurately report our financial results or prevent fraud.
Our ability to provide assurance with respect to our financial reports and to effectively prevent fraud depends on effective internal controls. Because of its
inherent limitations, internal control over financial reporting may not prevent or detect misstatements; therefore, even effective controls can only provide
reasonable assurance with respect to the preparation and fair presentation of financial statements. If our internal controls were to be compromised, our
financial statements could become materially misleading, which could adversely affect the trading price of our common stock. Any material weakness
could
27
adversely impact investor confidence in the accuracy of our financial statements, affecting our ability to obtain additional financing. This would likely have
an adverse effect on our business, financial condition and the market value of our stock. Additionally, we would be required to incur costs to make the
necessary improvements to our internal control systems.
Although management has assessed our internal control over financial reporting as effective based on criteria set forth by the Committee of Sponsoring
Organizations - Integrated Framework, we can give no assurance that material weaknesses will not occur in the future nor that existing controls will
continue to be adequate to prevent or identify irregularities or ensure fair presentation of our financial statements in the future.
The adoption of new accounting guidance or changes in the interpretations of existing guidance could affect our financial results.
We prepare our financial statements in conformity with accounting principles generally accepted in the United States. These accounting principles are
subject to interpretation by the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”). A change in these
principles or interpretations could have a significant effect on our reported financial results, may retroactively affect previously reported results, could
cause unexpected financial reporting fluctuations and may require us to make costly changes to our operational processes and accounting systems.
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
28
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.
Any forward-looking information provided in this report should be considered with these factors in mind. We assume no obligation to update any forward-
looking statements contained in this report.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
The Company maintains a commitment to cybersecurity using a combination of policy, technology, and training across the corporation. Emerging threats
and regulatory compliance require regular monitoring and maintenance of the information technology environment, which the Company accomplishes by
using internal resources, contracted partners, and industry-standard practices to meet security goals. These include implementation of technical controls
such as National Institute of Standards and Technology ("NIST") SP 800-53 and NIST SP 800-171, and adherence to guidelines including Sarbanes-Oxley
and the U.S. Department of Defense Federal Acquisition Regulation Supplement ("DFARS"). To address the risks to our information technology systems
and data and as part of our Corporate Enterprise Risk Management program, we manage an information security program, which is designed to comply
with the Department of Justice's CMMC requirements, maintain strong incident reporting capabilities and perform daily off-site backups. Additionally, we
have implemented business continuity plans and security precautions for our critical systems, including establishing a back-up data center.
The Company's cybersecurity protections are based on layered technologies supporting trained employees. Periodic testing of networks, systems, and
personnel is performed to validate implementation and effectiveness of controls. Penetration testing, internal and external audit and annual review of
policies and response plans are designed to provide a cybersecurity governance framework and independent verification that the Company maintains
effective cybersecurity controls. Our information security team regularly monitors our network for anomalous activity and indications that track threat
advisories from government security services, such as the Federal Bureau of Investigation and the Cybersecurity and Infrastructure Security Administration
as well as commercial cybersecurity companies and information technology vendors. Automated tools and our third-party Security Operations Center
provide alerts to our information security staff regarding potential threats.
We perform annual assessments of information technology risk, including threats associated with our third-party service providers. We conduct diligence
on all third-party providers we work with to evaluate their security practices consistent with our security principles, including compliance with regulatory
and industry controls such as NIST 800-53 and System and Organization Controls reports. Cybersecurity risks, both internally and from third-party
providers, are tracked quarterly as part of the Corporate Enterprise Risk Management program.
As of the date of filing, there are no material risks from cybersecurity threats, including those resulting from previous incidents, that have or are reasonably
likely to have a material impact on our business strategy, results of operations or financial conditions. Refer to Item 1A, Risk Factors, for further
information and a discussion of a previous cybersecurity incident identified at the Company.
The Audit Committee of the Board of Directors oversees the Company’s business risk assessment framework and identifies principal business risks
confronting the Company, including cybersecurity issues. The Audit Committee also reviews and discusses with management the Company’s cybersecurity,
data protection and information technology risks, controls and procedures and the Company’s plans to mitigate those risks. The Audit Committee discusses
cybersecurity risks and exposures periodically with management as well as internal and external auditors. The VP, Information Technology and our internal
audit
29
team provide the Audit Committee with quarterly or as needed updates on the performance of our program and information security matters and risk.
The VP, Information Technology, along with the information technology organization, is primarily responsible for the assessment and management of
material risks from cybersecurity threats. This individual is responsible for briefing our executive officers and their direct reports about information
technology threats to the organization and recommended courses of action. The Company’s cybersecurity incident response plan includes measures for
communicating with executive leadership about prevention, detection and remediation of identified information technology incidents.
Members of the information technology organization, including the VP, Information Technology, directors and managers, maintain cybersecurity
credentials, such as Certified Information Security Manager ("CISM"), Certified Information Systems Security Specialist ("CISSP"), Certified Information
Systems Auditor ("CISA") and Certified Data Privacy Solutions Engineer ("CDPSE"), as well as technology-specific qualifications for infrastructure and
security used in the IT environment.
ITEM 2. PROPERTIES
Our facilities are generally suitable for, and adequate to serve, their intended uses. At December 31, 2023, we occupied major facilities at the following
principal locations:
Segment
Engineered Products
(1)
Location
Bloomfield, Connecticut
Rimpar, Germany
Prachatice, Czech Republic
Höchstadt, Germany
Foothills Ranch, California
Colorado Springs, Colorado
Gilbert, Arizona
Avon, Ohio
Orlando, Florida
Middletown, Connecticut
Bloomfield, Connecticut
Jacksonville, Florida
Wichita, Kansas
Bennington, Vermont
Property Type
Owned - Manufacturing & Office
Owned - Manufacturing & Office
Owned - Assembly & Office
Owned - Manufacturing & Office
Owned - Manufacturing & Office
Owned - Manufacturing & Office
Leased - Office & Service Center
Owned - Manufacturing & Office
Owned - Manufacturing & Office
Owned - Manufacturing & Office
Owned - Manufacturing, Office & Service Center
Leased - Manufacturing & Office
Leased - Manufacturing & Office
Owned - Manufacturing & Office
Bloomfield, Connecticut
Orlando, Florida
Owned - Office & Information Technology Back-Up Data Center
Leased - Office
Square Feet
1,025,932
593,472
460,639
130,147
2,210,190
(1) Owned facilities are unencumbered.
(2) We occupy a 40,000 square foot corporate headquarters building, 38,000 square foot mixed use building, and 8,000 square foot data center in
Bloomfield, Connecticut. We lease a 5,000 square foot accounts receivable and accounts payable processing center in Orlando, Florida.
30
Precision Products
Structures
Corporate
Engineered Products
Precision Products
Structures
Corporate
(2)
Total
ITEM 3. LEGAL PROCEEDINGS
General
From time to time, as a normal incident of the nature and kinds of businesses in which the Company and its subsidiaries are, and were, engaged, various
claims or charges are asserted and legal proceedings are commenced by or against the Company and/or one or more of its subsidiaries. Claimed amounts
may be substantial but may not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitral awards. We
record accruals related to those matters for which we consider a loss to be both probable and reasonably estimable. Gain contingencies, if any, are not
recognized until they are realized. Legal costs are generally expensed when incurred.
We evaluate, on a quarterly basis, developments in legal proceedings that could affect the amount of any accrual and developments that would make a loss
contingency both probable and reasonably estimable. Our loss contingencies are subject to substantial uncertainties, however, including for each such
contingency the following, among other factors: (i) the procedural status of the case; (ii) whether the case has or may be certified as a class action suit; (iii)
the outcome of preliminary motions; (iv) the impact of discovery; (v) whether there are significant factual issues to be determined or resolved; (vi) whether
the proceedings involve a large number of parties and/or claims in multiple jurisdictions or jurisdictions in which the relevant laws are complex or unclear;
(vii) the extent of potential damages, which are often unspecified or indeterminate; and (viii) the status of settlement discussions, if any, and the settlement
postures of the parties. Because of these uncertainties, management has determined that, except as otherwise noted below, the amount of loss or range of
loss that is reasonably possible in respect of each matter described below (including any reasonably possible losses in excess of amounts already accrued),
is not reasonably estimable.
While it is not possible to predict the outcome of these matters with certainty, based upon available information, management believes that all settlements,
arbitration awards and final judgments, if any, which are considered probable of being rendered against us in legal proceedings and that can be reasonably
estimated are accrued for at December 31, 2023. Despite this analysis, there can be no assurance that the final outcome of these matters will not have a
material adverse effect on our business, financial condition, results of operations or cash flows.
Except as set forth below, as of December 31, 2023, neither the Company nor any of its subsidiaries is a party, nor is any of its or their property subject, to
any material pending legal proceedings, other than ordinary routine litigation incidental to the business of the Company and its subsidiaries. Additional
information relating to certain of these matters is set forth in Note 19, Commitments and Contingencies, of the Notes to Consolidated Financial Statements,
included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
Environmental Matters
The Company and its subsidiaries are subject to numerous U.S. federal, state and international environmental laws and regulatory requirements and are
involved from time to time in investigations or litigation of various potential environmental issues concerning activities at our currently or formerly
owned/operated facilities or investigation and remediation as a result of past activities (including past activities of companies we have acquired). From time
to time, we receive notices from the U.S. Environmental Protection Agency or equivalent state or international environmental agencies that we are a
potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as the “Superfund
Act”) and/or equivalent laws. Such notices assert potential liability for cleanup costs at various sites, which may include sites owned or operated by us,
sites we previously owned or operated and treatment or disposal sites not owned by us, allegedly containing hazardous substances attributable to us from
past operations. While it is not possible to predict the outcome of these proceedings, in the opinion of management, any payments we may be required to
make as a result of all such claims in existence at December 31, 2023, will not have a material adverse effect on our business, financial condition and
results of operations or cash flows. Additional information relating to certain of these matters is set forth in Note 19, Commitments and Contingencies, of
the Notes to Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
31
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
MARKET, DIVIDEND AND SHAREHOLDER INFORMATION
Our Common Stock is traded on the New York Stock Exchange under the symbol "KAMN". As of January 26, 2024, there were 3,335 registered holders of
our Common Stock. Holders of the Company’s Common Stock are eligible to participate in the Computershare CIP program, which offers a variety of
services including dividend reinvestment and direct stock purchase. The plan brochure describing the program may be obtained by contacting
Computershare at (800) 227-0291 or via the web at www.computershare.com/investor.
ISSUER PURCHASES OF EQUITY SECURITIES
The following table provides information about purchases of Common Stock by the Company during the three months ended December 31, 2023:
Period
September 30, 2023 – October 27, 2023
October 28, 2023 – November 24, 2023
November 25, 2023 – December 31, 2023
Total
Total Number
of Shares
Purchased (a)
Average
Price Paid
per Share
Total Number of
Shares Purchased as
Part of a Publicly
Announced Plan (b)
— $
95 $
— $
95
—
19.75
—
— $
— $
— $
—
Approximate
Dollar Value of
Shares That
May Yet Be
Purchased
Under the
Plan (b)
(in thousands)
50,000
50,000
50,000
(a) During the quarter the Company purchased 95 shares in connection with employee tax withholding obligations as permitted by our equity
compensation plans; these purchases were made in compliance with SEC Rule 16b-3. These are not purchases under our publicly announced program.
(b) On April 20, 2022, the Company announced that its Board of Directors approved a $50.0 million share repurchase
program. This plan replaces the authorization approved in April 2015. For additional information, see "Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Capital Resources -- Other Sources/
Uses of Capital" in this Form 10-K.
32
PERFORMANCE GRAPH
Following is a comparison of our total shareholder return for the period 2018 – 2023 compared to the Russell 2000 Small Cap Index, S&P 600 Small Cap
Index and the S&P 600 Small Cap Aerospace & Defense Index, as permitted by regulation, all of which are comprised of issuers with market
capitalizations generally similar to that of the Company.
Kaman Corporation
Russell 2000
S&P Small Cap 600
S&P 600 Aerospace & Defense
2018
2019
2020
2021
2022
2023
100.00
100.00
100.00
100.00
119.06
125.52
122.78
130.43
105.14
150.58
136.64
130.30
80.87
172.90
173.29
126.18
42.95
137.56
145.39
131.98
47.82
160.85
168.73
180.80
The Company's 2022, 2021 and 2020 results were impacted by the effects of the COVID-19 pandemic on the commercial aerospace end market.
Additionally, the Company's 2022 results were impacted by supply chain disruptions and a reduction in and shift in timing of JPF sales as the program
continued to move through its product lifecycle. In the third quarter of 2022, the Company borrowed against its Credit Agreement to fund the acquisition of
Aircraft Wheel and Brake, resulting in a highly leveraged balance sheet. The Company remained highly leveraged throughout 2023. The uptick in
shareholder return for the year ended December 31, 2023 is representative of improved performance and achievement of externally communicated financial
targets. For further information on these items, refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations -
Segment Results of Operations and Financial Condition.
ITEM 6. [RESERVED]
33
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide readers of our consolidated
financial statements with the perspectives of management. MD&A presents in narrative form information regarding our financial condition, results of
operations, liquidity and certain other factors that may affect our future results. This should allow the readers of this report to obtain a comprehensive
understanding of our businesses, strategies, current trends and future prospects. MD&A should be read in conjunction with the Consolidated Financial
Statements and related Notes included in this Form 10-K.
OVERVIEW OF BUSINESS
Kaman Corporation ("the Company") conducts business through three business segments:
•
•
•
The Engineered Products segment serves the aerospace and defense, industrial and medical markets providing sophisticated, proprietary aircraft
bearings and components; super precision, miniature ball bearings; and proprietary spring energized seals, springs and contacts; and wheels,
brakes and related hydraulic components for helicopters and fixed-wing and UAV aircraft.
The 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.
The 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.
On January 19, 2024, the Company announced that it had entered into a definitive agreement to be acquired by an affiliate of Arcline Investment
Management, L.P. (“Arcline”), a growth-oriented private equity firm with deep experience investing in technology-driven, meaningful-to-the-world
industrial businesses, in an all-cash transaction with a total enterprise value of approximately $1.8 billion. Upon completion of the transaction, Kaman will
become a privately held company.
Executive Summary
In the year ended December 31, 2023, consolidated net sales increased by 12.8% to $775.9 million, primarily driven by sales from our Aircraft Wheel and
Brake acquisition and continued strong organic growth in the Engineered Products segment, partially offset by lower sales on our Joint Programmable Fuze
("JPF") program. Gross margin as a percentage of sales increased to 34.8% compared to 25.6% in the prior year period, due to improved performance on
our bearings and PMA aftermarket products, the addition of gross profit associated with our Aircraft Wheel and Brake acquisition and $43.5 million in
lower write-offs of K-MAX inventory. Selling, general and administrative expenses ("S,G&A") increased by 2.7%, mostly driven by the addition of
S,G&A from Aircraft Wheel and Brake. Operating income in the period improved to $49.1 million, as a result of the drivers discussed above and the
absence of the $25.3 million goodwill impairment and $9.1 million contract costs write-offs incurred in the prior period and lower restructuring and
severance costs, partially offset by higher intangible asset amortization driven by the Aircraft Wheel and Brake acquisition.
Other financial highlights
•
• Net earnings, net of tax was $7.9 million, compared to a loss of $48.6 million in the prior year. The increase in net earnings was primarily a result
of the drivers discussed above, partially offset by an increase in interest expense and lower non-service pension and post-retirement benefit
income. GAAP earnings per share was $0.28 compared to loss per share of $1.73 in the prior year, primarily due to the items discussed above.
Cash flows provided by operating activities were $72.7 million for 2023, an increase of $51.7 million, compared to the prior year. This change was
largely driven by improved performance, income tax refunds received in the current period and the wind down of work on the JPF program with
the U.S. Government ("USG").
Total unfulfilled performance obligations ("backlog") increased 4.0% to $749.9 million, mostly driven by strong order intake at our Engineered
Products segment.
•
34
Other key events
•
•
•
•
•
•
•
In the fourth quarter of 2023, we received multiple JPF orders aggregating $51.2 million.
In October 2023, the Company received an order for a K-MAX® medium-to-heavy lift helicopter from Black Tusk Helicopter. The aircraft was
accepted by the customer in the fourth quarter of 2023.
In October 2023, the U.S. Army awarded Kaman Air Vehicles, a division of Kaman Corporation, and Near Earth Autonomy, Inc. a contract to
demonstrate a heavy-lift resupply uncrewed aerial system.
In June 2023, we amended and restated our Credit Agreement providing an aggregate amount of revolving commitments of $740.0 million.
Pricing and financial covenants remained relatively unchanged from our previously existing credit facility.
In June 2023, we sold a K-MAX® medium-to-heavy lift helicopter to Rotex Helicopter.
In March 2023, Kaman Corporation and PHI Aviation LLC (“PHI”) announced at the 2023 HAI Heli-Expo that Kaman’s subsidiary, Kaman
Aerospace Corporation (“Kaman”) and PHI have entered into a master commercial agreement for the promotion, sales and support of a
commercial version of Kaman’s KARGO UAV unmanned aerial system, including collaboration relating to its ongoing design and certification.
PHI also placed a 50 unit non-binding order for KARGO UAV unmanned aerial systems.
In February 2023, Kaman Precision Products, Inc. ("KPPI"), and the Tawazun Council signed a Business Plan Approval Letter for Kaman EMEA,
Inc. to establish a Height of Burst manufacturing and final assembly facility at the Tawazun Industrial Park.
Impacts from Current Economy
We are currently operating in a period of global economic uncertainty, which has been significantly impacted by geopolitical instability due to ongoing
military conflicts, such as between Ukraine and Russia and between Israel and Hamas, continuing U.S. sanctions on China's microchip manufacturing,
inflation and fluctuating interest rates. U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions.
Although the length and impact of the ongoing military conflicts are highly unpredictable, they could lead to market disruptions, including volatility in
credit and capital markets, increases in commodity prices, supply chain interruptions, as well as the potential for increased risk of cyber disruptions. We are
continuing to monitor the ongoing military conflicts, including their global effects, and assessing their potential impact on our business, including the
timing of our sales as certain customers purchase safety stock for their own supply chains. As of the date of this filing, we have not been materially
impacted by the ongoing military conflicts. It is impossible to predict the extent to which our operations, or those of our customers or suppliers, will be
impacted, or the ways in which these conflicts may impact our business, cash flows or results of operations.
The above forces have impacted our supply chain; we are seeing quality issues and defects, part shortages and increased lead times for certain parts. In
addition to supply chain impacts, we have been and believe we will continue to be impacted by higher interest expense given our outstanding borrowings
under our revolving credit facility with a floating interest rate. These impacts are likely to persist through the first quarter of 2024 and beyond. To mitigate
risks associated with the floating interest rate on our credit facility, we entered into interest rate swap agreements, effective January 1, 2023, for the
purposes of hedging the eight quarterly variable-rate Credit Agreement interest payments due in 2023 and 2024. These swaps provide a fixed interest rate
on approximately 65% of the Company's total outstanding debt. We cannot predict the impact on the Company’s end markets or input costs nor the ability
of the Company to recover cost increases through pricing.
35
RESULTS FROM OPERATIONS
Refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of the Annual Report on Form 10-K for the year
ended December 31, 2022 for a discussion of the change in results of operations from the earliest year presented.
Net Sales
In thousands
Net sales
$ change
% change
(1)
Acquisition sales
Organic sales
$ change
% change
2023
2022
2021
$
$
775,854
87,893
12.8 %
52,062
723,792
35,831
$
$
687,961
(21,032)
(3.0)%
—
687,961
(21,032)
$
$
5.2 %
(3.0)%
708,993
(75,466)
(9.6)%
—
708,993
(1)
Sales contributed by an acquisition are included in organic sales one year following the date of acquisition. As such, 2023 acquisition sales reflects sales for Aircraft
Wheel and Brake through September 16, 2023.
Net sales for 2023 increased when compared to 2022, due to a 5.2% increase in organic sales and the contribution of $52.1 million in acquisition sales from
our Aircraft Wheel and Brake division. The increase in organic sales was attributable to higher organic sales of $83.5 million at our Engineered Products
segment and $8.2 million in higher sales at our Structures segment, partially offset by $55.9 million in lower sales in our Precision Products segment.
Foreign currency exchange rates relative to the U.S. dollar had a favorable impact of $3.7 million on net sales. See Segment Results of Operations and
Financial Condition below for further discussion of segment net sales.
The table below summarizes the changes in organic net sales by product line for the year ended December 31, 2023, compared to the corresponding period
in 2022.
Product Line
Defense
Safe and Arm Devices
Commercial, Business and General Aviation
Medical
Industrial
Gross Profit
In thousands
Gross profit
$ change
% change
% of net sales
Increase (Decrease)
↑
↓
↑
↑
↑
$
$
$
$
$
$ (in millions)
%
15.8
(56.2)
67.5
6.0
2.7
10.8 %
(44.7)%
27.9 %
6.4 %
3.4 %
2023
2022
2021
$
270,144
94,170
$
175,974
(60,637)
$
236,611
(8,541)
53.5 %
34.8 %
(25.6)%
25.6 %
(3.5)%
33.4 %
Gross profit for 2023 increased when compared to 2022, primarily attributable to a lower write-off of K-MAX® inventory, of which we recorded
$1.1 million in 2023 compared to $44.5 million in 2022. The amounts written off were comprised of a lower of cost or net realizable value write down on
unusable inventory and, in 2022, also included the write down of three unsold aircraft, as we announced in December 2022 that we would discontinue the
production of the K-MAX® medium-to-heavy lift helicopter and TITAN UAV unmanned aerial system in 2023. These impairments were recorded to
program inventory impairment on the Company's Consolidated Statement of Operations. Refer to Note 11, Inventories, for further information
36
regarding the K-MAX® program write-offs.
Additionally contributing to the increase in gross profit was the contribution from our Aircraft Wheel and Brake acquisition, higher sales and associated
gross profit on our bearings and PMA aftermarket products, springs, seals and contacts used in defense applications and the JASSM® program, and higher
gross profit on our K-MAX® program. These increases in gross profit, totaling $85.9 million, were partially offset by lower sales and associated gross
profit on our JPF program and measuring programs and cost growth on our legacy fuzing program and certain composite programs.
Gross profit as a percentage of sales for 2023 increased when compared to 2022, primarily attributable to the lower inventory write-off related to the K-
MAX® program discussed above, the contribution of gross profit from our Aircraft Wheel and Brake acquisition, the mix of JPF sales in the current year,
and higher gross profit on our K-MAX® exchanges, spares and support. These changes were partially offset by cost growth on certain legacy fuzing and
composite programs.
Selling, General & Administrative Expenses (S,G&A)
In thousands
S,G&A
$ change
% change
% of net sales
2023
2022
2021
$
170,910
4,463
$
166,447
13,973
$
2.7 %
22.0 %
9.2 %
24.2 %
152,474
(17,011)
(10.0)%
21.5 %
The increase in S,G&A expenses for 2023 as compared to 2022 was primarily due to the addition of S,G&A from Aircraft Wheel and Brake and higher
incentive compensation related to improved performance in the current year, partially offset by the absence of $13.2 million in corporate development costs
incurred in the prior year related to the acquisition of Aircraft Wheel and Brake.
Costs from Transition Services Agreement
In thousands
Costs from transition services agreement
2023
2022
2021
$
— $
— $
1,728
Upon closing the sale of the Distribution business, the Company entered into a transition services agreement ("TSA") with the buyer, pursuant to which the
Company agreed to support the information technology, human resources and benefits, tax and treasury functions of the Distribution business for six to
twelve months. The buyer exercised the option to extend the support period for up to a maximum of an additional year for certain information technology
services. During the third quarter of 2021, the TSA expired and all services were completed as of the end of the period. As such, there were no costs
incurred associated with the TSA and no income earned from the TSA in the years ending December 31, 2023 and 2022.
Goodwill and Other Intangibles Impairment
In thousands
Goodwill and other intangibles impairment
2023
2022
2021
$
— $
25,306 $
—
In December 2022, the Company announced it would consolidate the production of JPF fuzes to its Middletown facility resulting in the closure of the
Orlando facility in 2024 due to reduced demand as the JPF program continues to move through its life cycle. The Company considered the reduction in
demand, as well as the updated forecasts for the reporting unit, which indicated the forecasted cash flows for the KPP-Orlando reporting unit were lower
than amounts previously forecasted. The evaluation resulted in a goodwill impairment charge of $25.3 million in the year ended December 31, 2022. See
Note 13, Goodwill and Other Intangible Assets, Net, for further information on the goodwill impairment charge above.
37
Program Contract Costs Impairment
In thousands
Program contract costs impairment
2023
2022
2021
$
— $
9,135 $
—
As discussed above, in December 2022, we determined that we would discontinue the production of the K-MAX® medium-to-heavy lift helicopters and
TITAN UAV unmanned aerial system in 2023. In the year ended December 31, 2022, we wrote off $9.1 million of contract costs associated with the TITAN
UAV unmanned aerial system. Refer to Note 11, Inventories, for further information regarding the discontinuation of the K-MAX® program.
Restructuring and Severance Costs
In thousands
Restructuring and severance costs
Transformation Initiatives
2023
2022
2021
$
3,392 $
9,842 $
6,154
In December 2022, the Company began a review of all businesses and programs to increase efficiencies, improve working capital management and focus
on sustainable and consistent revenue and profit generating activities. As a result of this review, the Company identified areas to reduce annualized costs in
the Precision Products segment and at Corporate through streamlining processes, consolidating the production of fuzes for the JPF program at its
Middletown facility, discontinuing K-MAX® helicopter production and right-sizing the Company's total cost structure. In connection with these
restructuring actions, the Company currently expects to incur approximately $10.0 to $12.0 million in total pre-tax restructuring charges, consisting of
approximately $9.0 to $10.0 million of cash expenditures relating to various headcount reduction and personnel initiatives and approximately $1.0 to $2.0
million of cash expenditures relating to facility closing costs, which we anticipate will generate approximately $25.0 million in total annualized costs
savings by 2024. In the years ended December 31, 2023 and 2022, we incurred $3.4 million and $6.6 million, respectively, in severance costs associated
with these actions. Since the announcement of these actions, we have incurred $10.0 million in costs through December 31, 2023.
Other Severance and Cost Reduction Initiatives
In the years ended December 31, 2022 and 2021, the Company identified workforce reductions and other reductions in certain general and administrative
expenses to support a lean organizational structure that improves operational efficiency and provides a scalable infrastructure which facilitates future
growth opportunities. The Company incurred $3.2 million, and $6.2 million, respectively, related to these reductions. Actions taken since the
announcement of this initiative have started to generate savings, with anticipated total annualized cost savings of approximately $12.0 million being
realized by 2024.
(Gain) Loss on Sale of Business
In thousands
(Gain) loss on sale of business
2023
2022
2021
$
— $
(457) $
234
In the third quarter of 2022, we sold certain assets and liabilities of our Mexico operations. In the year ended December 31, 2022, we recorded a gain of
$0.5 million associated with the sale.
38
Operating Income (Loss)
In thousands
Operating income (loss)
$ change
% change
% of net sales
2023
2022
2021
$
49,103
118,421
$
(69,318)
(118,807)
$
170.8 %
6.3 %
(240.1)%
(10.1)%
49,489
134,230
158.4 %
7.0 %
We had operating income of $49.1 million in 2023, compared to an operating loss of $69.3 million in 2022. This change was primarily attributable to a
lower write off of $52.6 million associated with inventory and contract assets on the K-MAX® program and the absence of the $25.3 million goodwill
impairment charge discussed above. Additionally contributing to the increase in operating income was higher operating income at the Engineered Products
segment. These increases were partially offset by lower operating income at the Precision Products and Structures segments. See Segment Results of
Operations and Financial Condition below for further discussion of segment operating income.
Interest Expense, Net
In thousands
Interest expense, net
2023
2022
2021
$
39,997 $
16,874 $
16,290
Interest expense, net generally consists of interest charged on our Credit Agreement, which includes a revolving credit facility, our convertible notes and
the amortization of debt issuance costs, offset by interest income. Interest expense, net for 2023 increased compared to 2022, primarily due to an increase
of $20.6 million in interest expense on our revolving credit agreement as a result of higher borrowings and higher interest expense on our deferred
compensation plan, partially offset by higher interest income earned on our interest rate swaps.
Effective Income Tax Rate
Effective income tax rate
2023
2022
2021
25.6 %
26.3 %
27.8 %
The effective tax rate represents the combined federal, state and foreign tax effects attributable to pretax earnings for the year. See Note 16, Income Taxes,
in the Notes to Consolidated Financial Statements included in this Form 10-K for further details.
Other Matters
Information regarding our various environmental remediation activities and associated accruals can be found in Note 19, Commitments and Contingencies,
in the Notes to Consolidated Financial Statements included in this Form 10-K.
SEGMENT RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Engineered Products Segment
Our Strategy
Our Engineered Products strategy is to differentiate ourselves with innovative solutions that drive organic growth and solve our customers' problems while
focusing on a best in class operations excellence model. Our strong and diversified portfolio of businesses and products allow us to leverage our broad
capabilities across multiple industries, including commercial aerospace and defense, medical and industrial. We will leverage our experience and expertise
in material science and application engineering to design and develop bearings, seals, springs, contacts, wheels and brakes in partnership with our
customers and push the boundaries of what is possible.
39
Results of Operations
The following table presents selected financial data for our Engineered Products segment:
In thousands
Net sales
$ change
% change
Operating income
$ change
% change
% of net sales
Net sales
2023
2022
2021
$
$
$
$
512,831
135,590
35.9 %
107,863
50,030
86.5 %
21.0 %
$
$
377,241
59,558
18.7 %
57,833
14,736
34.2 %
15.3 %
317,683
2,620
0.8 %
43,097
9,536
28.4 %
13.6 %
Net sales for 2023 increased compared to 2022, primarily driven by higher organic sales and $52.1 million in acquisition sales from Aircraft Wheel and
Brake. The increase in organic sales was driven by higher sales volume of our bearings products across each of our product lines, PMA aftermarket parts,
aircraft wheels and brakes and springs, seals and contacts used in medical and defense end markets. These increases, totaling $138.0 million, were partially
offset by a decrease in sales of our springs, seals and contacts used in industrial end markets. For the year ended December 31, 2023, foreign currency
exchange rates relative to the U.S. dollar had a favorable impact of $3.7 million on net sales.
Operating Income
Operating income for 2023 increased when compared to 2022, primarily due to the contribution of gross profit from our Aircraft Wheel and Brake
acquisition, higher sales and associated gross profit on our commercial and defense bearings products and PMA aftermarket parts. These increases in gross
profit, totaling $75.4 million, were partially offset by the addition of S,G&A and $10.4 million in higher intangible asset amortization associated with the
Aircraft Wheel and Brake acquisition, lower sales and gross profit on our seals, springs and contacts used in industrial end markets and an increase in
information technology costs.
Major Programs/Product Lines
Defense Bearings
Our bearings products are included on numerous military platforms manufactured in North America, South America, Asia and Europe. These products are
used as original equipment and/or specified as replacement parts by the manufacturers. The most significant portion of our military bearings sales is
derived from U.S. military platforms, such as the AH-64 helicopter, Virginia Class submarine and Joint Strike Fighter aircraft, and sales in Europe for the
Typhoon program. These products are primarily proprietary self-lubricating, ball and roller bearings for aircraft flight controls, turbine engines and landing
gear, and helicopter driveline couplings.
Commercial Bearings
Our bearings products are included on commercial airliners and regional/business jets manufactured in North and South America, Europe and Asia and are
used as original equipment and/or specified as replacement parts by airlines and aircraft manufacturers. These products are primarily proprietary self-
lubricating, ball and roller bearings for aircraft flight controls, turbine engines, landing gear and helicopter driveline couplings. The most significant portion
of our commercial sales is derived from Boeing, Airbus, Gulfstream and Bombardier platforms, such as the Boeing 737, 747, 777 and 787, the Airbus
A320, A330, A350 and A380, the Gulfstream G500, G600, G650 and G700, and the Bombardier Global 7500. Our commercial bearings products were
particularly impacted by the COVID-19 pandemic; however, we have seen recovery over the past two years and we expect recovery in sales related to
single-aisle aircraft to continue over the next two years, while the recovery for sales related to twin-aisle aircraft to be more gradual.
40
Aerospace and Defense Springs, Seals and Contacts
Our precision springs, seals and contacts are used in the aerospace and defense end market to protect critical equipment from potential failure and maintain
pressure while excluding debris and moisture. These products provide mechanical latching and electrical conductivity and are also used to shield sensitive
electronics used in defense aircraft.
Medical Products
Our super precision miniature ball bearings and precision springs, seals and contacts are utilized in the medical technology end market. These products
improve the performance and reliability of components in high cost of failure environments, such as powered surgical tools, orthopedic implants, dental
products, pumps, monitors, analytic devices, active implantables and other critical medical equipment.
Industrial Products
Our bearings and precision seals, springs and contacts are used in the industrial end market. Our technology differentiation provides a high power draw and
is utilized in applications requiring high performance including radar systems, fuel pumps, hydraulics, navigation systems, motors and robotics.
Wheels and Brakes
We manufacture wheels, brakes and related hydraulic components for helicopters, fixed-wing and UAV aircraft. These products support over 100
platforms, including original equipment manufacturers and aftermarket suppliers. Our worldwide distribution network allows for quick parts availability.
Other
In 2021, we opened a new production cell for products manufactured using our proprietary Titanium Diffusion Hardening ("TDH") process, which provides
the lightweight and high strength benefits of titanium alloys while improving surface hardness, durability and wear characteristics. The TDH process has
the greatest momentum in space propulsion, rotorcraft and electric vertical takeoff and landing ("eVTOL") applications. In 2023, we achieved
qualifications on commercial fixed wing platforms. Within the medical end market, significant increases were seen in our engagement and technology
validation testing with multiple medical device companies. TDH is currently being validated for applications in total joint arthroplasty and fixation implant
devices.
Precision Products Segment
Our Strategy
The Precision Products strategy is to focus on solving tomorrow’s problems through innovation and technology by empowering the strengths of our
employees, partners and suppliers. We serve both commercial and defense customers by customizing solutions and technologies for their specific needs.
Our strategy is focused on growing an ecosystem of products, ranging from safe and arming solutions for missile and bomb systems to uncrewed,
autonomous aircraft, enhancing our customers' ability to execute missions flawlessly. We pursue operational excellence through the continuous training of
our employees and successful integration of new talent. We will grow our product offerings by investing in new technologies and identifying new market
opportunities.
41
Results of Operations
The following table presents selected financial data for our Precision Products segment:
In thousands
Net sales
$ change
% change
Operating (loss) income
$ change
% change
% of net sales
Net sales
2023
2022
2021
$
$
$
$
129,147
(55,876)
(30.2)%
(4,532)
(20,885)
(127.7)%
(3.5)%
$
$
185,023
(71,306)
(27.8)%
16,353
(39,006)
(70.5)%
8.8 %
256,329
(46,180)
(15.3)%
55,359
(18,244)
(24.8)%
21.6 %
Net sales for 2023 decreased when compared to 2022, primarily due to lower sales on the JPF program, legacy fuzing and measuring programs and the K-
MAX® program. These decreases, totaling $77.5 million, were partially offset by higher sales on our FireBurst
, JASSM® and KARGO UAV unmanned
aerial system programs.
TM
Operating (Loss) Income
We incurred an operating loss of $4.5 million in 2023 compared to operating income of $16.4 million in 2022. This change was primarily attributable to
lower sales and gross profit on the JPF program, cost growth on legacy fuzing programs and higher research and development costs for the KARGO UAV
unmanned aerial system. These decreases in operating income were partially offset by higher gross profit on our K-MAX® spares and exchanges and
higher sales and gross profit on the JASSM® fuzing program.
Major Programs/Product Lines
FMU-152 A/B – JPF
We manufacture and produce the FMU 152 A/B (the "JPF"), an electro-mechanical bomb safe and arming device, which allows the settings of a weapon to
be programmed in flight. Sales of these fuzes can be direct to the USG, Foreign Military Sales ("FMS") through the USG and Direct Commercial Sales
(“DCS”) to foreign militaries that, although not funded by or sold through the USG, require regulatory approvals from the USG.
A total of 9,848 fuzes were delivered to our customers during 2023. Total JPF backlog at December 31, 2023 was $54.1 million, up from $20.0 million at
December 31, 2022, as a result of multiple orders received in the fourth quarter.
Our JPF program continues to wind down as it moves to the end of its lifecycle, reflecting the previously announced decision of the United States Air Force
("USAF") to move from the JPF to the FMU-139 D/B (which we do not manufacture or produce) as its primary fuze system. We completed Option 16 of
our JPF contract with the USG in the second quarter of 2023, which related solely to the procurement of fuzes by or in support of foreign militaries and
does not include any sales to the USAF. The USG has indicated that they will not award us any future options; therefore, the future viability of our JPF
program will depend entirely on our ability to market and sell the JPF to foreign militaries in DCS transactions. We are currently in discussions with one
Middle Eastern customer for one or more follow-on orders aggregating a minimum of $45.0 million that would further extend the life of the program, but
there can be no assurance as to the receipt, magnitude and timing of these orders. Moreover, any such orders, if received, would be subject to the receipt of
all necessary export approvals, licenses and other authorizations needed to effectuate the sales, which are subject to political and geopolitical conditions
beyond our control. In the fourth quarter of 2022, we announced a restructuring plan that will lead to the permanent closure of our Orlando, Florida
manufacturing facility by the end of 2024. The Company has consolidated JPF production in its Middletown, Connecticut, facility as the facility has the
potential capacity to fulfill the requirements for future DCS orders.
42
K-MAX®
We manufactured the commercial K-MAX® aircraft at our Jacksonville, Florida and Bloomfield, Connecticut facilities. Additionally, in 2019, we began
developing the next generation TITAN UAV unmanned aerial system to allow operators to have the capability to fly either manned or unmanned missions.
In December 2022, we began a review of all businesses and programs to increase efficiencies, improve working capital management and focus on
sustainable and consistent revenue and profit generating activities. As a result of this review, we determined that we would discontinue the production of
the K-MAX® medium-to-heavy lift helicopters and TITAN UAV unmanned aerial system in 2023 due to low demand and variation in annual deliveries,
coupled with low profitability and large working capital inventory requirements. In the years ended December 31, 2023 and 2022, we wrote off $1.1
million and $44.5 million of inventory associated with these programs. In the year ended December 31, 2022, we wrote off $9.1 million of contract costs
associated with these programs. These costs were included in program inventory impairment and program contract costs impairment on the Company's
Consolidated Statements of Operations, respectively, and other unallocated expenses, net within Note 5, Segment and Geographic Information. Refer to
Note 11, Inventories, and Note 8, Contract Assets, Contract Costs and Contract Liabilities, for further information on the write-offs associated with these
programs. We will continue to support the existing K-MAX® fleet in operation, including providing operators with repair, spare parts and fleet services, as
well as training. As of December 31, 2023 and 2022, our backlog for the K-MAX® program was $8.2 million, and $0.5 million, respectively.
KARGO
In 2021, we unveiled the KARGO UAV unmanned aerial system, a compact purpose-built, autonomous aircraft designed to provide cost-effective cargo
hauling up to 800 pounds. The KARGO UAV unmanned aerial system provides multiple payload options with a conformal supply pod and external sling
load. This autonomous, unmanned aircraft system will provide expeditionary logistics support to our military and commercial customers. Additionally in
2021, we completed a successful demonstration of our half scale model. In 2022, we continued to expand on our KARGO UAV unmanned aerial system and
we were down-selected to build a prototype system for the U.S. Marines to support the Medium Aerial Resupply Vehicle - Expeditionary Logistics
("MARV-EL") program. In 2023, we secured a 50 unit non-binding KARGO UAV unmanned aerial system order from PHI, a leading provider of global
helicopter solutions for customers in the energy, air medical and MRO industries. Also in 2023, we were awarded a U.S. Army contract for a heavy vertical
takeoff and landing ("HVTOL") flight demonstration in the first half of 2024 through Near Earth Autonomy's small business award.
Missile Fuzing
We manufacture missile fuzing systems utilized in safe and arm devices. Our fuzes are qualified for use in missile systems used by the U.S. Armed Forces,
and can be found on numerous platforms, including AMRAAM , ATacMS , Harpoon, JASSM , MK-54, SLAM-ER and Tomahawk.
®
®
®
FireBurst
™
The FireBurst™ height of burst sensor for laser guided bombs ("LGB") is an affordable, field-installable upgrade to the Paveway® II series (or similar)
LGB systems. FireBurst™ provides ground programmable, cockpit-selectable height of burst without modifying the system’s guidance section, which
allows it to be retrofitted into existing and new systems. This increases the capability of Paveway® II to include area targets while still maintaining the
original mission set. FireBurst™ is a low-cost force multiplier, effectively engages multiple targets with a single weapon and requires no specialized tools
for installation, all of which provide enhanced flexibility for the combat environment. We began production in 2023 and anticipate completing the final
delivery of our initial contract in the first half of 2024.
Structures Segment
Our Strategy
The Structures strategy is focused on delivering complex metallic and composites structural components and systems to a broad range of customers in the
commercial aerospace, defense and medical end markets both for OEM and aftermarket. We seek to partner with customers and become an extension of
their manufacturing process, providing our ability to strategically source, manufacture, assemble and deliver products to the strict tolerance required by our
industries and to the high quality expected by our customers. Looking ahead, we are focused on adding new programs from customers that value our
experience and expertise in structural manufacturing, while broadening our end market exposure to emerging growth areas, such as space, eVTOL and
cargo UAS.
43
Results of Operations
The following table presents selected financial data for our Structures segment:
In thousands
Net sales
$ change
% change
Operating loss
$ change
% change
% of net sales
Net sales
2023
2022
2021
$
$
$
$
133,876
8,179
6.5 %
(9,169)
(4,546)
(98.3)%
(6.8)%
$
$
125,697
(9,284)
(6.9)%
(4,623)
(4,283)
(1,259.7)%
(3.7)%
134,981
(31,906)
(19.1)%
(340)
8,518
96.2 %
(0.3)%
Net sales increased for 2023 when compared to 2022, primarily due to higher sales on our programs with Rolls Royce and certain programs with Sikorsky.
These increases, totaling $12.4 million, were partially offset by lower sales on our Sikorsky UH-60 BLACK HAWK program and Bell commercial
program.
Operating Loss
Operating loss increased for 2023 compared to 2022, primarily due to lower sales and gross profit on the A-10 program, the Bell commercial program and
the wind down of the AH-1Z program. These decreases, totaling $5.2 million, were partially offset by the receipt of an insurance claim settlement of $1.5
million in the current period related to a fire at one of our suppliers in the prior year.
Major Programs/Product Lines
A-10
In 2019, the USAF awarded Boeing a contract to provide up to 112 new wing assemblies and up to 15 wing kits through 2030 and we announced that we
had been awarded a contract by Boeing to manufacture wing control surfaces and structural assemblies in support of the USAF's A-10 Thunderbolt
Advanced Wing Continuation Kitting ("ATTACK") program. At December 31, 2023 and 2022, our program backlog was $7.2 million and $16.8 million,
respectively.
BLACK HAWK
The Sikorsky BLACK HAWK helicopter cockpit program involves the manufacture of cockpits, including the installation of all wiring harnesses, hydraulic
assemblies, control pedals and sticks, seat tracks, pneumatic lines and the composite structure that holds the windscreen for most models of the BLACK
HAWK helicopter. We delivered 40 cockpits in 2023 as compared to the 45 cockpits delivered in 2022. In December 2021, we entered into a follow-on
multi-year contract with Sikorsky to manufacture UH-60 BLACK HAWK cockpits for both the “M” and the “Med” models. The term of the agreement is
five years, beginning in 2023 and ending in 2027. Beyond this latest procurement contract, we have limited multi-year visibility with regard to future
orders from the USG. Included in backlog at December 31, 2023 and 2022, was $110.5 million and $95.9 million, respectively, for orders on this program.
We anticipate cockpit deliveries to total 54 in 2024.
777 / 767
In 2019, we signed a multi-year follow-on contract with Boeing for the production of fixed trailing edge ("FTE") assemblies for the Boeing 777 and 767
commercial aircraft. Annual quantities will vary, as they are dependent upon the orders Boeing receives from its customers. To date, Kaman has provided
approximately 1,604 FTE kits and assemblies for the 777 and 767 programs since 1995 and 1986, respectively. During 2023, on average, we delivered two
and one-half shipsets per month on the Boeing 777 platform and two and one-half shipsets per month on the Boeing 767 platform, which includes one
shipset per month associated with a military tanker derivative of the 767. For 2024, we estimate deliveries on the 777 program to be two and one-half
shipsets per month and on the 767 program to be three shipsets per month which includes one and one-half
44
shipsets per month associated with a military tanker derivative of the 767. As of December 31, 2023 and 2022, our backlog for these programs was $26.2
million and $41.1 million, respectively.
Composite Platforms
We manufacture composite structures products, which are utilized in the commercial, defense and medical imaging platforms. Our composite offerings are
included on programs with major manufacturers including Bell, Boeing, Cessna, Sikorsky and Rolls Royce, among others.
For a discussion of other matters, see Note 19, Commitments and Contingencies, in the Notes to Consolidated Financial Statements included in this Form
10-K.
Backlog
In thousands
Engineered Products
Precision Products
Structures
Total Backlog
December 31, 2023 December 31, 2022 December 31, 2021
$
$
363,663 $
150,006
236,214
749,883 $
322,452 $
134,903
263,581
720,936 $
169,144
180,082
351,697
700,923
Backlog increased from 2022 to 2023, primarily driven by new orders in our Engineered Products segment and on our JPF DCS, Sikorsky UH-60 BLACK
HAWK, K-MAX® and Rolls Royce programs. These increases were partially offset by revenue recognized in the period.
LIQUIDITY AND CAPITAL RESOURCES
Discussion and Analysis of Cash Flows
We assess liquidity in terms of our ability to generate cash to fund working capital requirements and investing and financing activities. Significant factors
affecting liquidity include: cash flows generated from or used by operating activities, capital expenditures, investments in our business and its programs,
acquisitions, divestitures, dividends, availability of future credit, adequacy of available bank lines of credit and factors that might otherwise affect the
Company's business and operations generally, as described under the heading “Risk Factors” and “Forward-Looking Statements” in Item 1A of Part I of
this Form 10-K.
A summary of our consolidated cash flows is as follows:
(in thousands)
Total cash provided by (used in):
Operating activities
Investing activities
Financing activities
(1)
Free Cash Flow :
Net cash provided by operating activities
Expenditures for property, plant and equipment
Free cash flow
$
$
$
2023
2022
2021
23 vs. 22
22 vs. 21
72,715 $
(29,116)
(32,872)
20,969 $
(473,051)
335,923
48,698 $
(21,112)
(22,233)
51,746 $
443,935
(368,795)
(27,729)
(451,939)
358,156
72,715 $
(26,002)
46,713 $
20,969 $
(23,689)
(2,720) $
48,698 $
(17,530)
31,168 $
51,746 $
(2,313)
49,433 $
(27,729)
(6,159)
(33,888)
(1)
Free Cash Flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less expenditures for property, plant and equipment, both of which
are presented in our Consolidated Statements of Cash Flows. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Non-GAAP
Financial Measures, in this Form 10-K.
45
Net cash provided by operating activities was $72.7 million in 2023, $51.7 million more than cash provided in 2022, largely driven by improved
performance, the receipt of income tax refunds in the current period, and the wind down of work performed on the JPF program with the USG, partially
offset by inventory purchased for various programs to support 2024 demand.
Net cash used in investing activities was $29.1 million in 2023, $443.9 million less than cash used in 2022, primarily attributable to our acquisition of
Aircraft Wheel and Brake and our investment in Near Earth Autonomy in 2022.
Net cash used in financing activities was $32.9 million, compared to net cash provided by financing activities of $335.9 million in the prior year. This
change was primarily due to borrowings under our credit agreement for the acquisition of Aircraft Wheel and Brake in 2022. Refer to Note 14, Debt, for
further information on our credit agreement.
Refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of the Annual Report on Form 10-K for the year
ended December 31, 2022 for a discussion of the change in cash flows from the earliest year presented.
Material Cash Commitments
The Company considers its material contractual obligations when assessing its liquidity.
Debt and Related Interest Payments
We rely on debt financing as a source of liquidity for our business activities, including both convertible notes and our revolving credit facility. Under the
convertible notes, $199.5 million of principal liability is due in May of 2024. We will settle our Convertible Notes with cash using available borrowing
capacity under our Credit Agreement. With the extension of our Credit Agreement, we maintained sufficient capacity to use proceeds from this facility to
repay the Convertible Notes and satisfy our working capital requirements. At December 31, 2023, $358.0 million was outstanding under the revolving
credit agreement, which is due in 2028. The Company is contractually obligated to make interest payments on our debt and is required to pay a quarterly
commitment fee on the unused revolving loan commitment amount. The total estimated interest payments over the remaining life of our debt instruments is
$135.0 million as of December 31, 2023. Of this amount, $34.1 million is estimated be paid within one year. Interest payments on debt are calculated based
on the applicable rate and payment dates for each instrument. For variable-rate instruments, interest rates and payment dates are based on management’s
estimate of the most likely scenarios for each relevant debt instrument. We may be impacted by increases in interest rates on the amounts outstanding under
the revolving credit agreement; however, to mitigate this risk, we entered into interest rate swap agreements for the purposes of hedging the eight quarterly
variable-rate Credit Agreement interest payments throughout 2023 and 2024. For further information on debt and the related interest payments, refer to
Financing Arrangement discussed below and Note 14, Debt, in the Notes to Consolidated Financial Statements included in this Form 10-K.
Leasing
Future rental payments for operating and financing leases total $8.9 million and $2.1 million, respectively, as of December 31, 2023. For further
information on leasing obligations, including the timing of these payments, refer to Note 20, Leases, in the Notes to Consolidated Financial Statements
included in this Form 10-K.
Purchase Obligations
The Company has entered into purchase commitments with suppliers for materials and supplies as part of the ordinary course of business, consulting
arrangements and support services. Obligations of at least $50,000 total $189.7 million as of December 31, 2023, of which $137.7 million will be paid
within one year.
Other
Our other long-term obligations, which include obligations under the Company's long-term incentive plan, deferred compensation plan, environmental
liabilities, and unrecognized tax benefits, total $29.1 million at December 31, 2023, of which $3.5 million will be paid within one year. For further
information on these obligations refer to Note 16, Income Taxes; Note 18, Other Long-Term Liabilities; and Note 19, Commitments and Contingencies, in
the Notes to Consolidated Financial Statements included in this Form 10-K.
46
Off-Balance Sheet Arrangements
During 2020, the Company and the USG entered into a Guaranty Agreement, pursuant to which the Company agreed to guarantee the full, complete and
satisfactory performance of its subsidiary, Kaman Precision Products, Inc. ("KPPI") under all current and future contracts with the USG. The guaranty was
provided in lieu of a periodic financial capability review by the Financial Capacity Team ("FCT") of the Defense Contract Management Agency
("DCMA"). During 2023, the only contract in place between KPPI and the USG related to the production and sale of the JPF. KPPI fulfilled the
requirements under this contract in the second quarter of 2023 and the USG has indicated that they will not award the Company any future options. The
guaranty was terminated in the fourth quarter of 2023, when the DCMA confirmed that the Company completed all obligations of this contract.
On September 16, 2022, the Company acquired all of the assets and related liabilities of Parker's Aircraft Wheel and Brake division. In association with the
acquisition, the Company entered into a novation agreement in which Parker's contractual obligations with respect to Aircraft Wheel and Brake at the time
of the acquisition were transferred to the Company. There can be no assurance that this agreement will not have a material adverse effect on the Company's
results of operations, financial position and cash flows.
As of December 31, 2023, we had no significant off-balance sheet arrangements other than purchase obligations, the guarantee discussed above and
$73.7 million of outstanding standby letters of credit, of which $62.8 million were under the revolving credit facility. Of these amounts, $68.3 million
letters of credit relate to a JPF DCS contract, of which $57.4 million are under the revolving credit facility.
In addition to our working capital requirements and the material cash commitments discussed above, one or more of the following items could have an
impact on our liquidity during the next 12 months:
•
•
•
•
•
•
•
•
•
•
•
•
the matters described in Note 19, Commitments and Contingencies, in the Notes to Consolidated Financial Statements, including the cost of
existing environmental remediation matters;
contributions to our qualified pension plan and Supplemental Employees’ Retirement Plan (“SERP”);
deferred compensation payments to officers;
restructuring costs and severance payments;
income tax payments;
costs associated with acquisitions and corporate development activities;
capital expenditures;
research and development expenditures;
repurchase of common stock under share repurchase programs;
payment of dividends;
costs associated with the start-up of new programs; and
the timing of payments and extension of payment terms by our customers.
Financing Arrangements
We continue to rely upon bank financing as an important source of liquidity for our business activities including acquisitions. We believe this, when
combined with cash generated from operating activities, will be sufficient to support our anticipated cash requirements for the foreseeable future. However,
we may decide to raise additional debt or equity capital to support other business activities including potential future acquisitions. We regularly monitor
credit market conditions to identify potential issues that may adversely affect, or provide opportunities for, the securing and/or pricing of additional
financing, if any, that may be necessary to continue with our growth strategy and finance working capital requirements. Our Convertible Notes will mature
in May of 2024, as discussed below. We will settle our Convertible Notes with cash using available borrowing capacity under our Credit Agreement. With
the extension of our Credit Agreement, we maintained sufficient capacity to use proceeds from this facility to repay the Convertible Notes and satisfy our
working capital requirements. Refer to Note 14, Debt, in the Notes to the Consolidated Financial Statements, included in Item 8, Financial Statements and
Supplementary Data, of this Form 10-K for further information on our Financing Arrangements.
47
Convertible Notes
2024 Notes
During May 2017, we issued $200.0 million aggregate principal amount of convertible senior unsecured notes due May 2024 (the "2024 Notes") pursuant
to an indenture (the "Indenture"), dated May 12, 2017, between the Company and U.S. Bank National Association, as trustee. In connection therewith, we
entered into certain capped call transactions that cover, collectively, the number of shares of the Company's common stock underlying the 2024 Notes. The
2024 Notes bear 3.25% interest per annum on the principal amount, payable semiannually in arrears on May 1 and November 1 of each year, beginning on
November 1, 2017. The 2024 Notes will mature on May 1, 2024, unless earlier repurchased by the Company or converted.
The sale of the Distribution business in the third quarter of 2019 was deemed to be a "Fundamental Change" and a "Make-Whole Fundamental Change"
pursuant to the terms and conditions of the indenture governing the 2024 Notes. As a result, the sale triggered the right of the holders of our 2024 Notes to
require us to repurchase all of the 2024 Notes, or any portion thereof that is a multiple of $1,000 principal amount on September 27, 2019. The aggregate
principal amount of the 2024 Notes validly tendered and not validly withdrawn was $0.5 million, representing 0.25% of all outstanding notes. Holders of
such notes receive the purchase price equal to 100% of the principal amount of the 2024 Notes being purchased, plus accrued and unpaid interest.
The Company incurred $7.4 million of debt issuance costs in connection with the sale of the 2024 Notes, which was allocated between the debt and equity
components of the instrument. Of the total amount, $0.7 million was recorded as an offset to additional paid-in capital. The balance, $6.7 million, was
recorded as a contra-debt balance and is being amortized over the term of the 2024 Notes. As a result of the adoption of ASU 2020-06, the amount recorded
to additional paid-in capital was reclassified to retained earnings in the cumulative effect adjustment recorded on January 1, 2022. The remaining balance
of debt issuance costs is being amortized over the term of the convertible notes. Total amortization expense for the years ended December 31, 2023, 2022
and 2021 was $1.1 million, $1.0 million and $1.1 million, respectively.
The following table illustrates the dilutive effect of securities issued under the 2024 Notes at various theoretical average share prices for our stock as of
December 31, 2023:
Dilutive Shares associated with:
Convertible Debt
Credit Agreement
$65.26
Theoretical Average Share Price of Kaman Stock
$75.00
$70.00
$80.00
$84.84
—
206,879
396,879
563,129
705,394
On June 21, 2023 (the "Closing Date"), the Company closed an amended and restated $740.0 million Credit Agreement (the "Credit Agreement") with
JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral Agent. The Credit Agreement amends and restates the Company's previously
existing credit facility in its entirety to, among other things: (i) extend the maturity date to June 21, 2028; (ii) reduce the aggregate amount of revolving
commitments from $800.0 million to $740.0 million; (iii) modify the financial covenants set forth in Article 6 of the previously existing credit facility; and
(iv) effectuate certain additional modifications set forth in the previously existing facility, including its pricing. Capitalized terms used but not defined
within this discussion of the Credit Agreement have the meanings ascribed thereto in the Credit Agreement, which, as amended, is included as Exhibit 10.5
to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
Interest rates on amounts outstanding under the Credit Agreement are variable based on the Secured Overnight Financing Rate ("SOFR"). The interest rate
at December 31, 2023 was 7.23%. We are required to pay a quarterly commitment fee on the unused revolving loan commitment amount at a rate ranging
from 0.200% to 0.350% per annum, based on the Senior Secured Net Leverage Ratio. Fees for outstanding letters of credit range from 1.375% to 2.250%,
based on the Senior Secured Net Leverage Ratio. At December 31, 2023, $358.0 million was outstanding under the revolving credit facility. Total average
bank borrowings outstanding were $390.5 million and $120.7 million during the years ended December 31, 2023 and 2022, respectively. As of
December 31, 2023, the Consolidated Total Net Leverage Ratio was 4.00, as calculated in accordance with the Credit Agreement, as compared to the
ceiling of 4.75 to 1.00.
48
The following table shows the amounts available for borrowing under the Company's revolving credit facility:
In thousands
Total facility
Amounts outstanding, excluding letters of credit
Amounts available for borrowing, excluding letters of credit
Letters of credit under the credit facility
(1)(2)
Amounts available for borrowing
Amounts available for borrowing subject to EBITDA, as defined by the Credit Agreement
(3)
December 31, 2023
December 31, 2022
$
$
$
740,000 $
358,000
382,000
62,798
319,202 $
104,325 $
800,000
363,000
437,000
51,630
385,370
196,256
(1)
The Company has entered into standby letters of credit issued on the Company's behalf by financial institutions, and directly issued guarantees to third parties primarily
(3)
related to advances received from customers and the guarantee of future performance on certain contracts. Letters of credit generally are available for draw down in the
event the Company does not perform its obligations.
(2)
Of these amounts, $57.4 million and $46.1 million letters of credit relate to a certain JPF DCS contract in 2023 and 2022, respectively.
The Company's Convertible Notes will mature in 2024. The Company will settle the Convertible notes with cash using available borrowing capacity under our Credit
Agreement. With the extension of the Credit Agreement, the Company maintained sufficient capacity to use proceeds from this facility to repay the Convertible Notes. The
amounts available for borrowing subject to EBITDA represents amounts available for borrowing after considering the Company's total debt obligations including its Credit
Agreement and Convertible Notes.
Interest Rate Swaps
During 2022, we entered into interest rate swap agreements, effective January 1, 2023, for the purposes of hedging the eight quarterly variable-rate Credit
Agreement interest payments throughout 2023 and 2024. These interest rate swap agreements were designated as cash flow hedges and intended to manage
interest rate risk associated with our variable-rate borrowings and minimize the impact on our earnings and cash flows of interest rate fluctuations
attributable to changes in SOFR. These interest rate swaps were not material to the Company's Condensed Consolidated Financial Statements as of
December 31, 2023. Over the next twelve months, the income related to cash flow hedges expected to be reclassified from other comprehensive income is
$0.6 million.
Other Sources/Uses of Capital
Near Earth Autonomy
Concurrent with the $10.0 million investment we made into Near Earth Autonomy, we entered into a Master Technology Maturation Agreement for a five-
year initial term. The agreement requires the Company to contract with Near Earth Autonomy for a minimum spend of $1.0 million per year of the
Company's own funds or $2.0 million per year from any source of revenue arranged by the Company.
Letters of Credit
We have $68.3 million in letters of credit outstanding for a JPF DCS contract, of which $57.4 million are under the revolving credit facility, including the
offset agreement. In the event that we default on the contract and we are unable to fulfill our contractual commitments, our customer has the ability to draw
on the letters of credit.
Pension
Management regularly monitors its pension plan asset performance and the assumptions used in the determination of our benefit obligation, comparing
them to actual experience. We continue to believe the assumptions selected are valid due to the long-term nature of our benefit obligation.
For the years ended December 31, 2023 and 2022, no contributions were made to the qualified pension plan. In 2024, we do not expect to make a pension
contribution to the qualified pension plan. We paid $0.5 million in SERP benefits in both 2023 and 2022. We expect to pay $0.5 million in SERP benefits in
2024.
For more information refer to Note 17, Pension Plans, in the Notes to Consolidated Financial Statements included in this Form 10-K.
49
Acquisitions
On September 16, 2022, the Company completed the acquisition of Aircraft Wheel and Brake, at a purchase price of approximately $442.8 million. No
acquisitions were completed in 2023 and 2021. For a discussion of this acquisition, see Note 4, Business Combinations and Investments, in the Notes to
Consolidated Financial Statements included in this Form 10-K.
Share-based Arrangements
The Company's long-term incentive program has an emphasis on equity to align the interests between the Company's named executive officers ("NEOs")
and shareholders and help build stock ownership for new executives, supporting both executive retention and the Company's long-term financial
performance. The long-term incentive awards granted to the Company's NEOs consist of a combination of service-based RSAs and PSUs which are
intended to be settled in shares. RSAs vest over a three-year period on each of the first three anniversaries of the date of grant. The number of PSUs that
will vest will be determined based on total shareholder return ("TSR") and return on total invested capital ("ROIC") over a three-year performance period,
each of which will remain equally weighted in determining payouts. The achievement level for both factors may range from zero to 200%. As of
December 31, 2023, future compensation costs related to non-vested stock options, performance shares and restricted stock grants was $8.7 million. The
Company anticipates that this cost will be recognized over a weighted-average period of 1.8 years.
Stock Repurchase Plans
On April 20, 2022, we announced that our Board of Directors approved a share repurchase program ("2022 Share Repurchase Program") authorizing the
repurchase of up to $50.0 million of the common stock, par value $1.00 per share, of the Company. We repurchase shares to offset the annual issuance of
shares under our employee stock plans, but the timing and actual number of shares repurchased will depend on a variety of factors including stock price,
market conditions, corporate and regulatory requirements, capital availability and other factors, including acquisition opportunities. This plan replaces the
authorization approved in April 2015.
NON-GAAP FINANCIAL MEASURES
Management believes that the non-GAAP measures used in this Annual Report on Form 10-K provide investors with important perspectives into our
ongoing business performance. We do 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 report and other disclosures as follows:
Organic Sales
Organic Sales is defined as "Net Sales" less sales derived from acquisitions completed during the previous twelve months. We believe that this measure
provides management and investors with a more complete understanding of underlying operating results and trends of established, ongoing operations by
excluding the effect of acquisitions, which can obscure underlying trends. We also believe that presenting Organic Sales separately provides management
and investors with useful information about the trends impacting our operations and enables a more direct comparison to other businesses and companies in
similar industries. Management recognizes that the term "Organic Sales" may be interpreted differently by other companies and under different
circumstances.
Organic Sales (in thousands)
Net sales
Acquisition Sales
Organic Sales
Free Cash Flow
2023
2022
2021
$
$
775,854 $
52,062
723,792 $
687,961 $
—
687,961 $
708,993
—
708,993
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
50
available for discretionary expenditures such as dividends to shareholders or acquisitions, as it may exclude certain mandatory expenditures such as
repayment of maturing debt and other contractual obligations. Management uses Free Cash Flow internally to assess overall liquidity. Refer to the
Discussion and Analysis of Cash Flows in Liquidity and Capital Resources included in this Form 10-K for the calculation of Free Cash Flow.
CRITICAL ACCOUNTING ESTIMATES
Our significant accounting policies are outlined in Note 1, Summary of Significant Accounting Policies, to the Consolidated Financial Statements included
in this Form 10-K. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and related disclosures based upon historical experience, current trends and other factors that management believes to be
relevant. We are also responsible for evaluating the propriety of our estimates, judgments and accounting methods as new events occur. Actual results could
differ from those estimates. Management periodically reviews the Company’s critical accounting policies, estimates and judgments with the Audit
Committee of our Board of Directors. The most significant areas currently involving management judgments and estimates are described below.
Revenue from Contracts with Customers
Methodology
We recognize sales and profit based upon either (1) the over time method, in which sales and profit are recorded based upon the ratio of costs incurred to
date to estimated total costs to complete the performance obligation, or (2) the point-in-time method, in which sales are recognized at the time control is
transferred to the customer. For long-term contracts, we generally recognize sales and income over time because of continuous transfer of control to the
customer. Revenue is generally recognized using the cost-to-cost method based on the extent of progress towards completion of the performance obligation,
which allows for recognition of revenue as work on a contract progresses.
Management performs detailed quarterly reviews of all of our significant long-term contracts. Based upon these reviews, we record the effects of
adjustments in profit estimates each period. If at any time management determines that in the case of a particular contract total costs will exceed total
contract revenue, we record a provision for the entire anticipated contract loss at that time.
Judgment and Uncertainties
The over time revenue recognition model requires that we estimate future revenues and costs over the life of a contract. Revenues are estimated based upon
the original contract price, with consideration being given to exercised contract options, change orders and, in some cases, projected customer
requirements. Contract costs may be incurred over a period of several years, and the estimation of these costs requires significant judgment based upon the
acquired knowledge and experience of program managers, engineers and financial professionals. Estimated costs are based primarily on anticipated
purchase contract terms, historical performance trends, business base and other economic projections. The complexity of certain programs as well as
technical risks and uncertainty as to the future availability of materials and labor resources could affect the Company’s ability to accurately estimate future
contract costs. In 2023, the amount of revenue recognized over time related to long-term contracts on a cost-to-cost basis was approximately 15%.
Effect if Actual Results Differ From Assumptions
While we do not believe there is a reasonable likelihood there will be a material change in estimates or assumptions used to calculate our long-term
revenues and costs, estimating the percentage of work complete on certain programs is a complex task. As a result, changes to these estimates could have a
significant impact on our results of operations. These programs include the Sikorsky BLACK HAWK program, the Boeing A-10 program, the ATacMS®
program, the Harpoon program, and several other programs. Estimating the ultimate total cost of these programs is challenging due to the complexity of the
programs, unanticipated increases in production requirements, the nature of the materials needed to complete these programs, change orders related to the
programs and the need to manage our customers’ expectations. These programs are an important element in our continuing strategy to increase operating
efficiencies and profitability as well as broaden our business base. Management continues to monitor and update program cost estimates quarterly for these
contracts. A significant change in an estimate on one or more of these programs could have a material effect on our financial position and results of
operations. The company recognized a reduction in revenue of $12.4 million, $3.5 million and $2.6 million for the years ended December 31, 2023, 2022,
and 2021, respectively, due to changes in profit estimates.
51
Inventory Valuation
Methodology
We have three types of inventory (a) raw materials, (b) contracts in process, and (c) finished goods. Raw material includes certain general stock materials
but primarily relates to purchases that were made in anticipation of specific programs that have not been started as of the balance sheet date. Raw materials
are stated at the lower of the cost of the inventory or its fair market value. Contracts in process, other work in process and finished goods are valued at
production cost comprised of material, labor and overhead. Contracts in process, other work in process and finished goods are reported at the lower of cost
or net realizable value.
Judgment and Uncertainties
The process for evaluating inventory obsolescence or market value often requires the Company to make subjective judgments and estimates concerning
future sales levels, quantities and prices at which such inventory will be sold in the normal course of business. We adjust our inventory by the difference
between the estimated market value and the actual cost of our inventory to arrive at net realizable value. Changes in estimates of future sales volume may
necessitate future write-downs of inventory value.
In December 2022, the Company began a review of all businesses and programs to increase efficiencies, improve working capital management and focus
on sustainable and consistent revenue and profit generating activities. As a result of this review, we determined that we would discontinue the production of
the K-MAX® medium-to-heavy lift helicopters and TITAN UAV unmanned aerial system in 2023. The Company will continue to support the existing K-
MAX® fleet in operation, including providing operators with repair, spare parts and fleet services, as well as training. As a result of this decision,
management wrote off $1.1 million and $44.5 million of inventory associated with these programs for the years ended December 31, 2023 and 2022,
respectively. The amount written off in 2023 was comprised of unusable inventory, while the amount written off in 2022 was comprised of a lower of cost
or net realizable value write down on three unsold aircraft and unusable inventory. Unusable inventory included long lead parts made specifically for the
production of the K-MAX® for which there are no alternative uses and spare parts and blades that were in excess of the amounts needed to support the
existing fleet.
At December 31, 2023, $18.9 million of K-MAX® inventory was included in contracts and other work in process and finished goods, of which
management believes that approximately $12.1 million will be sold after December 31, 2024, based upon the anticipation of supporting the fleet for the
foreseeable future.
At December 31, 2023, $5.5 million of SH-2G(I) inventory was included in contracts and other work in process inventory on the Company's Consolidated
Balance Sheets. Management believes $4.2 million of the SH-2G(I) inventory will be sold after December 31, 2024. This balance represents spares
requirements and inventory to be used in SH-2G programs.
Effect if Actual Results Differ From Assumptions
Management reviews the K-MAX® inventory balance on an annual basis or to the extent a triggering event has occurred to determine whether any
additional write-downs are necessary. Following the write-down of the inventory as discussed above, we believe this inventory is stated at net realizable
value at December 31, 2023, although lack of demand for aircraft or spare parts in the future could result in additional write-downs of the inventory value.
Overall, management believes that our inventory is appropriately valued and not subject to further obsolescence in the near term. If such a write-down were
to occur, this could have a significant impact on our operating results. An additional 10% write-down of the K-MAX® inventory balance as of
December 31, 2023 would have affected pre-tax earnings by approximately $1.9 million in 2023.
The balance of SH-2G(I) inventory projected to be sold after December 31, 2023, represents spares requirements and inventory to be used to support the
SH-2G programs in future periods and as such is appropriately valued as of December 31, 2023.
Business Combinations
Methodology
On September 16, 2022, we completed the acquisition of Aircraft Wheel and Brake for consideration of $442.8 million. In accordance with generally
accepted accounting principles, we recognized the identifiable assets acquired and liabilities assumed separately from goodwill and measured the respective
assets and liabilities at their acquisition-date fair values. Goodwill for the acquisition of $171.3 million was determined based on the consideration
transferred less the net value of assets acquired and liabilities assumed at their acquisition-date fair values.
52
Judgment and Uncertainties
As part of the acquisition, management identified two classes of intangible assets acquired related to Aircraft Wheel and Brake, consisting of customer
relationships and acquired backlog. The fair value of the intangible assets of $250.5 million was determined using the income approach, specifically, a
multi-period excess earnings method. Significant judgment was applied with respect to estimates of forecasted cash flows, more specifically, the estimated
revenue growth rates to determine the fair value of all of the intangible assets and the estimated profit rates and discount rate used to determine the fair
value of the customer relationship intangible assets. Management evaluated the reasonableness of the revenue growth rates and profit rates based on
consideration of the past performance, general economic conditions in the markets served by Aircraft Wheel and Brake and industry-specific performance
statistics.
The Company determines the useful lives of the intangibles through contracting with a third party valuation expert and discussions with the management
team of the acquisition. As the acquisition specializes in wheels, brakes and related hydraulic components for helicopters, fixed-wing and UAV aircraft, it
was determined that a useful life range of 23 to 25 years for customer relationships was reasonable, as the length of customer relationships are typically
longer given the nature of the industry and the useful lives of aircraft. Considerations were also given to the history of serving on the programs, nature of
competition, probability of renewals, sole source positions, information on the strength of the incumbency, nature of the aircraft program, and corroboration
of the program forecast duration with information from Forecast International, General Aviation Manufacturer Association data, Federal Aviation
Administration data, as well as Department of Defense disclosures.
A discount rate of 9% was utilized for customer relationships and a discount rate of 8% was utilized for backlog to reflect the risk and uncertainty in the
financial markets and specifically in our internally developed earnings projections. A change in these assumptions could materially affect the valuation of
the identified intangible assets. Management evaluated the reasonableness of the discount rates based on consideration of the cost of capital of comparable
businesses and other industry factors.
Effect if Actual Results Differ from Assumptions
As with all assumptions, there is an inherent level of uncertainty and actual results, to the extent they differ from those assumptions, could have a material
impact on fair value. For example, multiples for a comparable business could deteriorate due to changes in technology or a downturn in economic
conditions. A reduction in customer demand would impact our assumed growth rate resulting in a reduced fair value. Potential events or circumstances
could have a negative effect on the estimated fair value. The loss of a major customer or program could have a significant impact on the future cash flows
of the acquired business. Advances in technology by our competitors could result in our products becoming obsolete.
We do not currently believe there to be a reasonable likelihood that actual results will vary materially from estimates and assumptions used to value the
assets acquired and liabilities assumed. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to an
impairment charge that could be material.
Goodwill and Other Intangible Assets
Methodology
Goodwill and certain intangible assets that have indefinite lives are evaluated at least annually for impairment. The annual evaluation is generally
performed during the fourth quarter, using forecast information. All intangible assets are also reviewed for possible impairment whenever changes in
conditions indicate that their carrying value may not be recoverable. For reporting units that qualify for a qualitative assessment, management will perform
the quantitative impairment test after a period of three years has elapsed since the test was last performed.
In accordance with generally accepted accounting principles, we test goodwill for impairment at the reporting unit level and other long-lived intangible
assets (excluding goodwill) for impairment at the lowest level for which identifiable cash flows are available. The identification and measurement of
goodwill impairment involves the estimation of fair value of the reporting unit as compared to its carrying value. The identification and measurement of
other long-lived intangible asset impairment involves the estimation of future cash flows of the business unit as compared to its carrying value. Goodwill is
tested at the reporting unit level.
At December 31, 2023, the carrying value of goodwill was $367.9 million and $16.1 million for the Engineered Products and Precision Products segments,
respectively. There is no goodwill related to the Structures segment.
53
In accordance with ASC 350 - Intangibles - Goodwill and Other ("ASC 350"), the Company evaluates goodwill for possible impairment on at least an
annual basis. Additionally, the Company is required to evaluate goodwill for possible impairment testing if an event occurs or circumstances change that
indicate that the fair value of the reporting entity may be below its carrying amount. In December 2022, the Company announced it would consolidate the
production of JPF fuzes to its Middletown facility resulting in the closure of the Orlando facility in 2024 due to reduced demand as the JPF program
continues to move through its life cycle. The Company considered the reduction in demand, as well as the updated forecasts for the reporting unit, which
indicated the forecasted cash flows for the KPP-Orlando reporting unit were lower than amounts previously forecasted. Management performed a
quantitative analysis on the KPP-Orlando reporting unit using an income methodology based on management's estimates of forecasted cash flows, with
those cash flows discounted to present value using rates commensurate with the risks associated with those cash flows. The quantitative analysis resulted in
a conclusion that the fair value of the KPP-Orlando reporting unit was $25.3 million below its carrying value; therefore, goodwill was impaired. In the year
ended December 31, 2022, the Company recorded a goodwill impairment charge of $25.3 million for the KPP-Orlando reporting unit, resulting in
$16.1 million of goodwill remaining. This impairment charge was included in goodwill and other intangibles impairment on the Company's Statement of
Operations and other unallocated expenses, net in Note 5, Segment and Geographic Information. No such impairments were identified in 2023 and 2021.
The carrying value of other intangible assets as of December 31, 2023, was $347.4 million. No triggering events were identified in 2023, 2022 or 2021. See
Note 13, Goodwill and Other Intangible Assets, Net, in the Notes to Consolidated Financial Statements for additional information regarding these assets.
Judgment and Uncertainties
In years that management performs a qualitative assessment we consider the following qualitative factors: general economic conditions in the markets
served by the reporting units carrying goodwill, relevant industry-specific performance statistics, changes in the carrying value of the individual reporting
units and assumptions used in the most recent fair value calculation, including forecasted results of operations, the weighted average cost of capital and
recent transaction multiples.
We performed a qualitative assessment for the Engineered Products reporting unit. The results of this analysis indicated that it is more likely than not that
goodwill is not impaired and this reporting unit did not need to proceed to a quantitative assessment.
For the quantitative impairment test, management estimated the fair value of the reporting unit using an income methodology based on management's
estimates of forecasted cash flows, with those cash flows discounted to present value using rates commensurate with the risks associated with those cash
flows, net working capital and recoup for land and buildings to be sold.
In performing our quantitative test for the Precision Products reporting unit, a 3.0% terminal growth rate was assumed. The discount rate utilized to reflect
the risk and uncertainty in the financial markets and specifically in our internally developed earnings projections was 13.0% for this reporting unit.
Changes in these estimates and assumptions could materially affect the results of our tests for goodwill impairment.
An impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The
implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual
fair value after this allocation is the implied fair value of the reporting unit goodwill. The results of the quantitative test indicated that the fair value of the
reporting unit exceeded the respective carrying value; therefore, no impairment charge was recorded for the Precision Products reporting unit.
Effect if Actual Results Differ From Assumptions
We performed the quantitative impairment test for the Precision Products reporting unit. The fair value of the Precision Products reporting unit exceeded its
carrying value by approximately 23%. A one percentage point decrease in our terminal growth rate or an increase of one percentage point in our discount
rate would not result in a fair value calculation less than the carrying value for this reporting unit. In 2022, our quantitative analysis resulted in a conclusion
that KPP-Orlando's fair value was less than its carrying value, resulting in a $25.3 million write-off of goodwill.
As with all assumptions, there is an inherent level of uncertainty and actual results, to the extent they differ from those assumptions, could have a material
impact on fair value. For example, a reduction in customer demand would impact our assumed growth rate resulting in a reduced fair value. Potential
events or circumstances could have a negative effect on the estimated fair value. The loss of a major customer or program could have a significant impact
on the future cash flows of the reporting unit. Advances in technology by our competitors could result in our products becoming obsolete.
54
We do not currently believe there to be a reasonable likelihood that actual results will vary materially from estimates and assumptions used to test goodwill
and other intangible assets for impairment losses. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to
additional impairment charges that could be material.
Long-Term Incentive Programs
Methodology
The Company maintains a Management Incentive Plan, which provides for share-based payment awards. The long-term incentive awards granted to the
Company's Named Executive Officers ("NEOs") consist of a combination of service-based RSAs and PSUs which are intended to be settled in shares.
These awards are expected to increase the alignment of interests between the Company's NEOs and shareholders and help build stock ownership for new
executives, supporting both executive retention and the Company's long-term financial performance.
The Company's share-based payment awards include non-statutory stock options, restricted stock and performance share units. We determine the fair value
of our non-qualified stock option awards at the date of grant using a Black-Scholes model. We determine the fair value of our restricted share awards at the
date of grant using the closing price the day prior to the grant. We determine the fair value of our performance share units at the date of grant using both the
closing price the day prior to the grant and a Monte-Carlo simulation model as the number of PSUs that will vest are determined based on total shareholder
return ("TSR") and return on total invested capital ("ROIC") over a three-year performance period, each of which will remain equally weighted in
determining payouts. The achievement level for both factors may range from zero to 200%.
Judgment and Uncertainties
Models to price options and PSUs and generally accepted valuation techniques require management to make assumptions and to apply judgment to
determine the fair value of our awards. These assumptions and judgments include estimating the future volatility of our stock price, expected dividend
yield, future employee turnover rates and future employee stock option exercise behaviors. Changes in these assumptions can materially affect the fair
value estimate.
Our equity-based LTIP requires management to make assumptions regarding the likelihood of achieving long-term Company goals as well as estimate
future Russell 2000 results.
Effect if Actual Results Differ From Assumptions
In the event that actual results are not consistent with our estimates or assumptions, we may be exposed to changes in cash and share-based compensation
expense that could be material. If actual results are not consistent with the assumptions used, the share-based compensation expense reported in our
financial statements may not be representative of the actual economic cost of the share-based compensation. A 10% change in our share-based
compensation expense for the year ended December 31, 2023, would have affected pre-tax earnings by approximately $0.8 million in 2023.
Pension Plans
Methodology
We maintain a qualified defined benefit pension, as well as a non-qualified Supplemental Employees Retirement Plan ("SERP") for certain key executives.
See Note 17, Pension Plans, in the Notes to Consolidated Financial Statements included in this Form 10-K for further discussion of these plans.
Expenses and liabilities associated with each of these plans are determined based upon actuarial valuations. Integral to these actuarial valuations are a
variety of assumptions including expected return on plan assets and discount rates. We regularly review these assumptions, which are updated at the
measurement date, December 31st. In accordance with generally accepted accounting principles, the impact of differences between actual results and the
assumptions are accumulated and generally amortized over future periods, which will affect expense recognized in future periods.
We utilize a "spot rate approach" in the calculation of pension interest and service cost. The spot rate approach applies separate discount rates for each
projected benefit payment in the calculation of pension interest and service cost.
Judgment and Uncertainties
The discount rate represents the interest rate used to determine the present value of future cash flows currently expected to be required to settle the pension
obligation. Management uses the Financial Times Stock Exchange ("FTSE") Pension Discount
55
Curve for discount rate assumptions. This index was designed to provide a market average discount rate to assist plan sponsors in valuing the liabilities
associated with postretirement obligations. Additionally, we reviewed the changes in the general level of interest rates since the last measurement date
noting the fluctuation in interest rates throughout 2023.
Based upon this information, we used a 4.97% discount rate as of December 31, 2023, for the qualified defined benefit pension plan. This rate takes into
consideration the participants in our pension plan and the anticipated payment stream as compared to the Above Median Double-A Curve. For the SERP,
we used the same methodology as the pension plan and derived a discount rate of 4.83% in 2023 for the benefit obligation. The difference in the discount
rates is primarily due to the expected duration of SERP payments, which is shorter than the anticipated duration of benefit payments to be made to the
average participant in the pension plan. The qualified defined benefit pension plan and SERP used discount rates of 5.19% and 5.04% at December 31,
2022, respectively, for purposes of calculating the benefit obligation. The decrease in the discount rate is attributable to the overall decrease in rates on the
bonds that compose the Above Median Double-A Curve.
The expected long-term rate of return on plan assets represents the average rate of earnings expected on the funds invested to provide for anticipated benefit
payments. The expected return on assets assumption is developed based upon several factors. Such factors include current and expected target asset
allocation, our expected returns by asset class type and our expected investment performance. The expected long-term rate of return on plan assets is 7.4%.
Effect if Actual Results Differ From Assumptions
During 2023, the pension plan generated net periodic benefit income and as a result, the sensitivity analysis calculates the change on pension income rather
than on pension expense. A lower discount rate increases the present value of benefit obligations which increases pension expense; however, this is more
than offset by a reduction in interest costs resulting in net pension income. A one percentage point decrease in the assumed discount rate would have
increased pension income in 2023 by $0.5 million. A one percentage point increase in the assumed discount rate would have decreased pension income in
2023 by $0.2 million.
A lower expected rate of return on pension plan assets would increase pension expense. For 2023 and 2022, the expected rate of return on plan assets was
7.4% and 5.7%, respectively. A one-percentage point increase/decrease in the assumed return on pension plan assets would have changed pension income
in 2023 by approximately $5.2 million. During 2023, the actual return on pension plan assets of 11.2% was higher than our expected long-term rate of
return on pension plan assets of 7.4%.
Income Taxes
Methodology
Deferred tax assets and liabilities generally represent temporary differences between the recognition of tax benefits/expenses in our financial statements
and the recognition of these tax benefits/expenses for tax purposes.
We establish reserves for deferred taxes when, despite our belief that our tax return positions are valid and defensible, we believe that certain positions may
not prevail if challenged. We adjust these reserves in light of changing facts and circumstances, such as the progress of a tax audit or changes in tax
legislation. Our effective tax rate includes the impact of reserve provisions and changes to reserves that we consider appropriate. This rate is then applied to
our quarterly operating results. In the event that there is a significant unusual or one-time item recognized in our operating results, the tax attributable to
that item would be separately calculated and recorded at the same time as the unusual or one-time item.
As of December 31, 2023, we had recorded $38.8 million of deferred tax assets, net of valuation allowances. The realization of these benefits is dependent
in part on future taxable income and, if need be, tax planning strategies designed to realize the benefits associated with tax losses and credit carryforwards.
For those jurisdictions where the expiration of tax loss or credit carryforwards or the projection of operating results indicates that realization is not likely, a
valuation allowance is provided.
Judgment and Uncertainties
Management believes that sufficient income will be earned in the future to realize deferred income tax assets, net of valuation allowances recorded. The
realization of these deferred tax assets can be impacted by changes to tax laws or statutory tax rates and future taxable income levels.
Our effective tax rate on earnings was 25.6% for 2023. This rate includes a charge in the amount of $0.6 million for nondeductible compensation and $0.7
million for equity compensation. Additionally, the Company recognized benefits relating to federal research and development credits in the amount of $1.6
million and the reversal of unrecognized tax benefits in the
56
amount of $1.1 million. Our effective tax rate is based on expected or reported income or loss, statutory tax rates and tax planning opportunities available to
us in the various jurisdictions in which we operate. Significant judgment is required in determining our effective tax rate and in evaluating our tax
positions.
Effect if Actual Results Differ From Assumptions
We do not anticipate a significant change in our unrecognized tax benefits within the next twelve months. We file tax returns in numerous U.S. and foreign
jurisdictions, with returns subject to examination for varying periods, but generally back to and including 2016. It is our policy to record interest and
penalties on unrecognized tax benefits as income taxes. A one percentage point increase/decrease in our tax rate would have affected our 2023 earnings by
$0.1 million.
RECENT ACCOUNTING STANDARDS
A summary of recent accounting standards is included in Note 1, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial
Statements, included in Item 8, Financial Statements and Supplementary Data, of this Form 10-K.
57
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have various market risk exposures that arise from our ongoing business operations. Market risk is the potential economic loss that may result from
adverse changes in the fair value of financial instruments. Our financial results are impacted by changes in interest rates, certain foreign currency exchange
rates and commodity prices.
Foreign Currencies
We have manufacturing and sales facilities in various locations throughout the world. As a result, we make investments and conduct business transactions
denominated in various currencies, including the U.S. dollar, the European euro, the Czech koruna, the Japanese yen, the Hong Kong dollar and the Indian
rupee. Total annual foreign sales, including foreign export sales, averaged approximately $293.6 million over the last three years. Foreign sales represented
42.5% of consolidated net sales in 2023; however, a significant portion of our foreign sales are denominated in the U.S. dollar. We estimate a hypothetical
10% adverse change in foreign currency exchange rates relative to the U.S dollar for 2023 would have had an unfavorable impact of $13.2 million on
foreign-denominated sales and a unfavorable impact of $1.0 million on operating income. We manage foreign currency exposures that are associated with
committed foreign currency purchases and sales and other assets and liabilities created in the normal course of business at the subsidiary operations level.
Sometimes we may, through the use of forward contracts or other derivative contracts, hedge the price risk associated with committed and forecasted
foreign-denominated payments and rates. Historically the use of these forward contracts has been minimal. We do not use derivatives for speculative or
trading purposes.
Interest Rates
Our primary exposure to interest rate risk results from our outstanding debt obligations. The level of fees and interest charged on revolving credit
commitments and borrowings are based upon leverage levels and market interest rates.
During the fiscal quarter ended June 30, 2017, we issued $200.0 million aggregate principal of convertible unsecured senior notes, in a private placement
offering, of which $0.5 million was repurchased in 2019. These notes are due May 2024 and bear 3.25% interest per annum on the principal amount,
payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2017, and have an effective interest rate of 5.0%.
Our principal debt facilities are contained within a variable rate credit agreement that provides a $740.0 million revolving credit facility. This agreement
was amended and restated on June 21, 2023 (as amended), and expires on June 21, 2028. Total average bank borrowings outstanding for 2023 were $390.5
million. From time to time we will enter into interest rate swap contracts for the purpose of securing a fixed interest rate on our variable interest rate
borrowings. These contracts allow us to create certainty with respect to future cash flows associated with our variable rate debt that would otherwise be
impacted by fluctuations in SOFR rates. At December 31, 2023, the Company has interest rate swap agreements with a notional value of $175.0 million,
for the purposes of hedging the eight quarterly variable-rate Credit Agreement interest payments throughout 2023 and 2024. The impact of a hypothetical
100 basis point increase in the interest rates on our average bank borrowings would have resulted in a $2.2 million increase in interest expense.
Commodity Prices
We are exposed to volatility in the price of raw materials used in certain manufacturing operations. These raw materials include, but are not limited to,
aluminum, titanium, nickel, copper and other specialty metals. We manage our exposure related to these price changes through strategic procurement
practices.
58
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Kaman Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Kaman Corporation and its subsidiaries (the “Company”) as of December 31, 2023 and
2022, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders’ equity and of cash flows for each of the three
years in the period ended December 31, 2023, including the related notes and schedule of valuation and qualifying accounts for each of the three years in
the period ended December 31, 2023 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have
audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible debt in 2022.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting,
and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial
Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's
internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective
internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our
audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control
over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and
59
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was
communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated
financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Estimated Costs at Completion for Certain Long-Term Contracts
As described in Notes 1 and 4 to the consolidated financial statements, for long-term contracts, management generally recognizes sales and income over
time because of continuous transfer of control to the customer. The Company’s net sales for the year ended December 31, 2023 were $776 million, of
which approximately 15% is recognized over time. Revenue is generally recognized using the cost-to-cost measure of progress for its over time
performance obligations because this recognition best depicts the transfer of assets to the customer which occurs as cost is incurred under the contracts.
Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated
costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred.
The principal considerations for our determination that performing procedures relating to estimated costs at contract completion for certain long-term
contracts is a critical audit matter are (i) the significant judgment by management when determining the estimated costs at completion for certain of these
contracts and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the estimated
costs at completion for certain of these contracts.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included testing the effectiveness of controls relating to revenue recognition, including controls over the
determination of estimated costs at contract completion for long-term contracts. The procedures also included, among others, (i) testing management’s
process for determining the estimated costs at contract completion for long-term contracts, (ii) evaluating the reasonableness of assumptions considered by
management specific to each contract, and (iii) testing the accuracy of the revenue recognized based on these underlying contract estimates. Evaluating the
reasonableness of significant assumptions involved assessing management’s ability to reasonably estimate costs at contract completion by (i) testing the
basis and underlying support for the cost estimate, (ii) evaluating the consistent application of accounting policies, and (iii) evaluating the timely
identification of circumstances which may warrant a modification to a previous estimate.
/s/ PricewaterhouseCoopers LLP
Hartford, Connecticut
February 22, 2024
We have served as the Company’s auditor since 2013.
60
CONSOLIDATED BALANCE SHEETS
KAMAN CORPORATION AND SUBSIDIARIES
(In thousands, except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents
Accounts receivable, net
Contract assets
Inventories
Income tax refunds receivable
Other current assets
Total current assets
Property, plant and equipment, net of accumulated depreciation of $290,279 and $268,089, respectively
Operating right-of-use asset, net
Goodwill
Other intangible assets, net
Deferred income taxes
Other assets
Total assets
Current liabilities:
Liabilities and Shareholders’ Equity
Current portion of long-term debt, net of debt issuance costs
Accounts payable – trade
Accrued salaries and wages
Contract liabilities, current portion
Operating lease liabilities, current portion
Income taxes payable
Other current liabilities
Total current liabilities
Long-term debt, excluding current portion, net of debt issuance costs
Deferred income taxes
Underfunded pension
Contract liabilities, noncurrent portion
Operating lease liabilities, noncurrent portion
Other long-term liabilities
Commitments and contingencies (Note 19)
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
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss)
Less 2,663,532 and 2,607,841 shares of common stock, respectively, held in treasury, at cost
Total shareholders’ equity
Total liabilities and shareholders’ equity
See accompanying notes to consolidated financial statements.
61
December 31,
2023
December 31,
2022
$
$
$
$
35,183 $
96,882
94,091
207,607
1,276
17,400
452,439
205,210
7,774
383,997
347,424
46,917
54,894
1,498,655 $
199,128 $
51,862
37,005
12,284
3,492
707
38,322
342,800
358,000
8,082
42,268
19,787
4,646
31,305
24,154
87,659
113,182
172,383
14,843
16,114
428,335
201,606
7,391
379,854
372,331
47,385
51,207
1,488,109
—
48,277
31,395
4,081
3,332
393
39,097
126,575
561,061
6,079
52,309
20,515
4,534
36,280
—
—
30,954
254,727
670,607
(141,584)
(122,937)
691,767
1,498,655 $
30,640
245,436
685,234
(158,421)
(122,133)
680,756
1,488,109
CONSOLIDATED STATEMENTS OF OPERATIONS
KAMAN CORPORATION AND SUBSIDIARIES
(In thousands, except per share amounts)
Net sales
Cost of sales
Program inventory impairment (Note 11)
Gross profit
Selling, general and administrative expenses
Goodwill and other intangibles impairment (Note 13)
Program contract costs impairment (Note 8)
Research and development costs
Intangible asset amortization expense
Costs from transition services agreement (Note 3)
Restructuring and severance costs (Note 6)
(Gain) loss on sale of business (Note 3)
Net loss (gain) on disposition of assets
Operating income (loss)
Interest expense, net
Non-service pension and post retirement benefit income, net
Income from transition services agreement (Note 3)
Other (income) expense, net
Earnings (loss) before income taxes
Income tax expense (benefit)
Net earnings (loss)
Earnings per share:
Basic earnings (loss) per share
Diluted earnings (loss) per share
Weighted average shares outstanding:
Basic
Diluted
For the Year Ended December 31,
2022
2023
2021
$
$
$
$
775,854 $
504,646
1,064
270,144
170,910
—
—
20,704
25,509
—
3,392
—
526
49,103
39,997
(1,240)
—
(339)
10,685
2,738
7,947 $
687,961 $
467,445
44,542
175,974
166,447
25,306
9,135
19,552
15,331
—
9,842
(457)
136
(69,318)
16,874
(20,574)
—
315
(65,933)
(17,360)
(48,573) $
0.28 $
0.28 $
(1.73) $
(1.73) $
28,208
28,343
28,011
28,011
708,993
472,382
—
236,611
152,474
—
—
16,072
10,468
1,728
6,154
234
(8)
49,489
16,290
(26,229)
(931)
(142)
60,501
16,831
43,670
1.57
1.57
27,865
27,891
See accompanying notes to consolidated financial statements.
62
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
KAMAN CORPORATION AND SUBSIDIARIES
(In thousands)
For the Year Ended December 31,
2022
2023
2021
Net earnings (loss)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments and other
Pension plan adjustments, net of tax expense (benefit) of $3,243, $(10,890), and $2,949,
respectively
Gain (loss) on derivative instruments, net of tax expense of $149, $— and $—, respectively
Other comprehensive income (loss)
Total comprehensive income (loss)
$
$
$
7,947 $
(48,573) $
43,670
5,415
(10,836)
10,922
500
16,837 $
24,784 $
(36,193)
(7)
(47,036) $
(95,609) $
9,489
9,947
—
19,436
63,106
See accompanying notes to consolidated financial statements.
63
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
KAMAN CORPORATION AND SUBSIDIARIES
(In thousands, except share amounts)
Balance at December 31, 2020
Net earnings
Other comprehensive income
Dividends (per share of common stock, $0.80)
Impact of change in tax accounting standard
Purchase of treasury shares
Employee stock plans
Share-based compensation expense
Balance at December 31, 2021
Net loss
Other comprehensive loss
Dividends (per share of common stock, $0.80)
Impact of change in debt accounting standard
Purchase of treasury shares
Employee stock plans
Share-based compensation expense
Common Stock
Shares
$
30,278,668
—
$
$
30,279
—
—
—
—
—
71,945
83,656
30,434,269
—
—
—
—
—
71,795
134,004
$
—
—
—
—
72
83
30,434
—
—
—
—
—
72
134
$
$
$
238,829
—
—
—
—
—
2,716
6,608
248,153
—
—
—
(12,489)
—
2,071
7,701
$
$
727,894
43,670
—
(22,269)
274
—
—
—
749,569
(48,573)
—
(22,397)
6,635
—
—
—
Balance at December 31, 2022
30,640,068
$
30,640
$
245,436
$
685,234
$
Net earnings
Other comprehensive earnings
Dividends (per share of common stock, $0.80)
Purchase of treasury shares
Employee stock plans
Share-based compensation expense
—
—
—
—
100,697
213,531
—
—
—
—
101
213
—
—
—
—
1,801
7,490
7,947
—
(22,574)
—
—
—
Treasury Stock
$
$
Shares
2,555,785
—
—
—
—
12,992
1,416
3,703
2,573,896
—
—
—
—
19,651
—
14,294
$
$
$
(120,613)
—
—
—
—
(618)
(83)
(4)
(121,318)
—
—
—
—
(801)
—
(14)
2,607,841
$
(122,133)
$
—
—
—
33,306
—
22,385
—
—
—
(782)
—
(22)
Total
Shareholders'
Equity
745,568
43,670
19,436
(22,269)
274
(618)
2,705
6,687
795,453
(48,573)
(47,036)
(22,397)
(5,854)
(801)
2,143
7,821
680,756
7,947
16,837
(22,574)
(782)
1,902
7,681
(130,821)
—
19,436
—
—
—
—
—
(111,385)
—
(47,036)
—
—
—
—
—
(158,421)
—
16,837
—
—
—
—
Balance at December 31, 2023
30,954,296
$
30,954
$
254,727
$
670,607
$
(141,584)
2,663,532
$
(122,937)
$
691,767
See accompanying notes to consolidated financial statements.
64
CONSOLIDATED STATEMENTS OF CASH FLOWS
KAMAN CORPORATION AND SUBSIDIARIES
(In thousands)
For the Year Ended December 31,
2022
2023
2021
Cash flows from operating activities:
Net earnings (loss)
Adjustments to reconcile earnings (loss), net of tax to net cash provided by operating activities:
$
7,947 $
(48,573) $
43,670
Depreciation and amortization
Amortization of debt issuance costs
Accretion of convertible notes discount
Provision for doubtful accounts
(Gain) loss on sale of business
Net loss (gain) on disposition of assets
Goodwill and other intangible assets impairment
Program inventory impairment
Program contract costs impairment
Net loss on derivative instruments
Stock compensation expense
Non-cash consideration received for blade exchange
Deferred income taxes
Changes in assets and liabilities, excluding effects of acquisitions/divestitures:
Accounts receivable
Contract assets
Inventories
Income tax refunds receivable
Operating right of use assets
Other assets
Accounts payable - trade
Contract liabilities
Operating lease liabilities
Acquired retention plan payments
Other current liabilities
Income taxes payable
Pension liabilities
Other long-term liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Proceeds from sale of business, net of cash on hand
Expenditures for property, plant & equipment
Acquisition of businesses
Investment in Near Earth Autonomy
Other, net
Net cash used in investing activities
Cash flows from financing activities:
Net (repayments) borrowings under revolving credit agreement
Purchase of treasury shares
Dividends paid
Debt issuance costs
Other, net
Net cash (used in) provided by financing activities
Net increase (decrease) in cash and cash equivalents
Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents and restricted cash at beginning of period (See Note 3)
Cash and cash equivalents and restricted cash at end of period (See Note 3)
$
See accompanying notes to consolidated financial statements.
65
50,038
3,654
—
1,998
—
526
—
1,064
—
97
7,681
(1,309)
(1,123)
(10,749)
19,117
(35,721)
13,567
(350)
(469)
3,439
7,436
239
—
5,083
260
4,007
(3,717)
72,715
—
(26,002)
(1,487)
—
(1,627)
(29,116)
(5,000)
(782)
(22,522)
(4,828)
260
(32,872)
10,727
302
24,154
35,183 $
40,712
2,750
—
1,301
(457)
136
25,306
44,542
9,135
1,175
7,821
(827)
(19,054)
(8,387)
(707)
(14,873)
(772)
3,551
(2,262)
1,959
4,433
(3,707)
—
(2,860)
12
(17,745)
(1,640)
20,969
1,200
(23,689)
(441,340)
(10,000)
778
(473,051)
363,000
(801)
(22,363)
(4,380)
467
335,923
(116,159)
(487)
140,800
24,154 $
36,654
1,836
2,957
575
234
(8)
—
—
—
1,025
6,687
—
20,998
78,367
(3,482)
(10,350)
(8,566)
1,798
4,175
(18,398)
(30,708)
(1,918)
(25,108)
(8,880)
295
(37,580)
(5,575)
48,698
(3,428)
(17,530)
—
—
(154)
(21,112)
—
(618)
(22,241)
—
626
(22,233)
5,353
(642)
136,089
140,800
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2023, 2022 and 2021
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Kaman Corporation, headquartered in Bloomfield, Connecticut, was incorporated in 1945 and is a diversified company that conducts business in the
aerospace and defense, medical and industrial markets. Kaman Corporation reports information for itself and its subsidiaries (collectively, the "Company")
in three business segments: Engineered Products, Precision Products and Structures.
Basis of Presentation
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions
have been eliminated in consolidation. Certain amounts in prior year financial statements and notes thereto have been reclassified to conform to current
year presentation.
During the second quarter of 2023, the Company identified errors related to (1) the accounting for certain labor costs at one business in the Precision
Products segment and (2) the net realizable value on certain portions of the Company's inventory at another business in the Structures segment, each
resulting in an overstatement of inventory and an understatement of cost of sales and related tax impacts. See Note 2, Accounting Changes, to the
Consolidated Financial Statements for further information on the revision of the Company's previously issued consolidated financial statements.
Use of Estimates
The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.
Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment, goodwill and other intangible
assets; valuation allowances for receivables, inventories and income taxes; valuation of share-based compensation; assets and obligations related to
employee benefits; and accounting for long-term contracts including claims. Actual results could differ from those estimates.
Foreign Currency Translation
The Company has certain operations outside the United States that prepare financial statements in currencies other than the U.S. dollar. For these
operations, results of operations and cash flows are translated using the average exchange rate throughout the period. Assets and liabilities are generally
translated at end of period rates. The gains and losses associated with these translation adjustments are included as a component of accumulated other
comprehensive income (loss) in shareholders’ equity.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. The carrying
amounts of these items, as well as trade accounts payable and notes payable, approximate fair value due to the short-term maturity of these instruments. At
December 31, 2023 and 2022, no individual customer accounted for more than 10% of consolidated accounts receivable. In the year ended December 31,
2023, two individual customers, The Boeing Company and Lockheed Martin Corporation, accounted for more than 10% of consolidated net sales. Sales to
The Boeing Company were primarily made by the Engineered Products and Structures segments, while sales to Lockheed Martin Corporation were
primarily made by the Precision Products and Structures segments. In the year ended December 31, 2022, one individual customer, The Boeing Company,
accounted for more than 10% of consolidated net sales, which were primarily made by the Engineered Products and Structures segments. Foreign sales
were approximately 42.5%, 37.2% and 41.6% of the Company’s net sales in 2023, 2022 and 2021, respectively, and are concentrated in Germany, the
Middle East, United Kingdom, Canada, Switzerland, Italy, France, Japan, Poland, New Zealand and China.
66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Additional Cash Flow Information
Non-cash operating activities in 2023 included a barter transaction with one of our operators for K-MAX® aircraft blades with a value of $1.3 million.
Non-cash investing activities in 2023 include an accrual of $2.0 million for purchases of property and equipment. Non-cash financing activities in 2023
include an adjustment to other comprehensive income related to the underfunding of the pension and SERP plans. The total net adjustment was $10.9
million, net of tax of $3.2 million. Additionally, non-cash financing activities in 2023 include $5.7 million of dividends declared but not yet paid.
Non-cash operating activities in 2022 included a barter transaction with one of our operators for K-MAX® aircraft blades with a value of $0.8 million.
Non-cash investing activities in 2022 include an accrual of $1.7 million for purchases of property and equipment. Non-cash financing activities in 2022
include an adjustment to other comprehensive income related to the underfunding of the pension and SERP plans. The total net adjustment was $36.2
million, net of tax of $10.9 million. Additionally, non-cash financing activities in 2022 include $5.6 million of dividends declared but not yet paid.
Non-cash investing activities in 2021 include an accrual of $2.0 million for purchases of property and equipment. Non-cash financing activities in 2021
include an adjustment to other comprehensive income related to the underfunding of the pension and SERP plans. The total net adjustment was $9.9
million, net of tax of $2.9 million. Additionally, non-cash financing activities in 2021 include $5.6 million of dividends declared but not yet paid.
Revenue Recognition
Under Accounting Standard Codification ("ASC") 606 - Revenue from Contracts with Customers, the amount of revenue recognized for any goods or
services reflects the consideration that the Company expects to be entitled to receive in exchange for these goods or services. To achieve this core principle,
the Company applies the following five step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract;
(3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as a
performance obligation is satisfied.
A contract is accounted for when there has been approval and commitment from both parties, the rights of the parties are identified, payment terms are
identified, the contract has commercial substance and collectability of consideration is probable. Performance obligations under a contract are identified
based on the goods or services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract.
In certain instances, the Company has concluded distinct goods or services should be accounted for as a single performance obligation when they are a
series of distinct goods or services that have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or
services, the Company must apply judgment to determine whether the customer can benefit from the goods or services either on their own or together with
other resources that are readily available to the customer (the goods or services are distinct) and if the promise to transfer the goods or services to the
customer is separately identifiable from other promises in the contract (the goods or services are distinct in the context of the contract). If these criteria are
not met, the promised services are accounted for as a single performance obligation. The transaction price is determined based on the consideration that the
Company will be entitled to in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable
consideration, the Company estimates the amount of variable consideration that should be included in the transaction price, generally utilizing the most
likely amount method. Determining the transaction price requires significant judgment. If the contract contains a single performance obligation, the entire
transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the
transaction price to each performance obligation based on a relative standalone selling price basis. Standalone selling price is determined by the price at
which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the
standalone selling price by taking into account available information such as market conditions and internally approved pricing guidelines related to the
performance obligations. Performance obligations are satisfied either over time or at a point in time as discussed in further detail below. In addition, the
Company's contracts with customers generally do not include significant financing components or non-cash consideration.
67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition - continued
In certain instances, the Company has accounted for contracts using the portfolio approach, a practical expedient permissible under the standard. The
determination of when the use of the portfolio approach is appropriate requires judgment from management based on consideration of all the facts and
circumstances. The Company uses the portfolio approach when the effect of accounting for a group of contracts or a group of performance obligations
would not differ materially from considering each contract or performance obligation separately. This determination requires the use of estimates and
assumptions that reflect the size and composition of the portfolio. The Company primarily uses the portfolio approach for its commercial and defense
bearings and structures businesses. The Company's primary criteria considered when using the portfolio approach is the commonality of economic factors,
which generally follow the product type based on consistent production costs and standard pricing for the products.
To determine the appropriate revenue recognition model for long-term contracts, the Company evaluates whether a contract exists, considering whether
multiple contracts should be combined as one single contract and then whether the contract should be accounted for as more than one performance
obligation. This evaluation requires significant judgment, as these decisions could change the amount of revenue and profit recorded in a given period. For
certain programs, the Company may promise to provide distinct goods or services within a contract, in which case these are separated into more than one
performance obligation.
For certain programs, the Company recognizes revenue over time because of continuous transfer of control to the customer. For USG contracts, this
continuous transfer of control to the customer is supported by clauses in the contract that provide lien rights to the customer over the work in progress,
thereby control transfers as costs are incurred. For non-USG contracts, the customer typically controls the work in progress because the Company is
producing products that do not have an alternative use to the Company and where contractual termination clauses provide the Company rights to payment
for work performed to date plus a reasonable profit.
Revenue is recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress
towards completion requires judgment and is based on the nature of the products or services to be provided. The Company generally uses the cost-to-cost
measure of progress for its contracts because it best depicts the transfer of assets to the customer which occurs as cost is incurred under the contracts. Under
the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at
completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. Total estimated
contract costs generally include labor, materials and subcontractors’ costs, other direct costs and related overhead costs. These estimates also include the
estimated cost of satisfying offset obligations, as required under certain contracts. The complexity of certain programs as well as technical risks and
uncertainty as to the future availability of materials and labor resources could affect the Company’s ability to accurately estimate future contract costs.
For contracts that recognize revenue over time, the Company performs detailed quarterly reviews of the progress and execution of its performance
obligations under these contracts. As part of this process, management reviews information including, but not limited to, any outstanding key contract
matters, progress towards completion and the related program schedule, identified risks and opportunities and the related changes in estimates of revenues
and costs. The risks and opportunities include management's judgment about the ability and cost to achieve the schedule (e.g. the number and type of
milestone events), technical requirements (e.g., a newly-developed product versus a mature product) and other contract requirements. Management must
make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the availability of materials, the
length of time to complete the performance obligation (e.g. to estimate increases in wages and prices for materials and related support cost allocations),
execution by subcontractors, the availability and timing of funding from customers and overhead cost rates, among other variables. Based upon these
reviews, the Company will record the effects of adjustments in profit estimates each period. If at any time management determines that in the case of a
particular contract total costs will exceed total contract revenue, a provision for the entire anticipated contract loss is recorded at that time. The Company
recognized reductions in revenue of $12.4 million, $3.5 million and $2.6 million in the years ended December 31, 2023, 2022 and 2021, respectively, due
to changes in profit estimates. These decreases were primarily related to cost growth on certain legacy fuzing contracts and certain structures contracts,
partially offset by favorable cost performance on the JPF contract with the USG and the JASSM® program.
68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition - continued
Due to the nature of the work required to be performed on many of the Company's performance obligations, the estimation of total revenue and cost at
completion is complex, subject to many variables and requires significant judgment. From time-to-time the Company enters into long-term contracts with
the USG and other customers that contain award fees, incentive fees or other provisions that can either increase or decrease the transaction price. These
variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or cost targets and can be based upon
customer discretion. The Company estimates variable consideration at the most likely amount to which it expects to be entitled. Estimated amounts are
included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty
associated with the variable consideration is resolved. Estimates of variable consideration and determination of whether to include estimated amounts in the
transaction price are based largely on an assessment of the Company's anticipated performance and all information (historical, current and forecasted) that
is reasonably available. The Company does not include financing components as variable consideration if less than one year. At December 31, 2023, the
Company did not have any significant financing components.
Contracts are often modified to account for changes in contract specifications and requirements. The Company considers contract modifications to exist
when the modification either creates new or makes changes to the existing enforceable rights and obligations. Contract modifications for goods or services
that are not distinct from the existing contract are accounted for as if they were part of that existing contract. In these cases, the effect of the contract
modification on the transaction price and the measure of progress for the performance obligation to which it relates is recognized as an adjustment to
revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis, except when such modifications relate to a performance
obligation that is a series of substantially the same distinct goods or services. If the modification relates to a performance obligation for a series of
substantially the same distinct goods or services, the modification is treated prospectively. Contract modifications for goods or services that are considered
distinct from the existing contract are accounted for as separate contracts.
For other contracts, excluding the long-term contracts discussed above, revenue is primarily recognized at the point in time when the title transfers to the
customer, as this is when the performance obligation is controlled by the customer. Additionally, a small percentage of revenue related to certain contracts
for repairs and overhauls is accounted for over time under ASC 606. Under these contracts, revenue is generally recognized as work is performed in
proportion to the actual costs incurred as compared to total estimated contract costs.
Cost of Sales and Selling, General and Administrative Expenses
Cost of sales includes costs of products and services sold (i.e., purchased product, raw material, direct labor, engineering labor, outbound freight charges,
depreciation and amortization, indirect costs and overhead charges). Selling expenses primarily consist of advertising, promotion, bid and proposal,
employee payroll and corresponding benefits and commissions paid to sales and marketing personnel. General and administrative expenses primarily
consist of employee payroll including executive, administrative and financial personnel and corresponding benefits, incentive compensation, consulting
expenses, warehousing costs and depreciation. Legal costs are expensed as incurred and are generally included in general and administrative expenses.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits and short-term cash investments. These investments are liquid in nature and have
original maturities of three months or less. The Company's cash and cash equivalents at December 31, 2023 and 2022 included $2.3 million and
$0.1 million of Level 1 money market funds.
Bank overdraft positions, which occur when total outstanding issued checks exceed available cash balances at a single financial institution at the end of a
reporting period, are reclassified to other current liabilities within the consolidated balance sheets. At December 31, 2023 and 2022, the Company had bank
overdrafts of $1.6 million and $1.5 million, respectively, included in other current liabilities.
69
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accounts Receivable
The Company's accounts receivable, net is comprised of three elements: (a) Trade receivables, which consist of amounts billed and currently due from
customers; (b) USG contracts, which consist of (1) amounts billed, and (2) costs and accrued profit – not billed; and (c) Commercial and other government
contracts, which consist of (1) amounts billed, and (2) costs and accrued profit – not billed. The amounts due are stated at their net estimated realizable
value.
The allowance for doubtful accounts reflects management’s best estimate of probable losses inherent in the trade accounts receivable and billed contracts
balance. Management performs ongoing evaluations of its customers’ current creditworthiness, as determined by the review of their credit information to
determine if events have occurred subsequent to the recognition of revenue and the related receivable that provide evidence that such receivable will be
realized in an amount less than that recognized at the time of sale. Estimates of credit losses are based on historical losses, current economic conditions,
geographic considerations, and in some cases, evaluating specific customer accounts for risk of loss.
Contract Assets
The Company's contract assets include unbilled amounts typically resulting from sales under long-term contracts when the cost-to-cost method of revenue
recognition is applied and revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time.
Amounts do not exceed their net realizable value. Contract assets are generally classified as current as such amounts are billable and collectible within
twelve months.
Contract Costs
Contract costs consist of costs to fulfill and obtain a contract. Costs to fulfill a contract primarily consist of nonrecurring engineering costs incurred at the
start of a new program for which such costs are expected to be recovered under existing and future contracts. Such costs are amortized over the estimated
revenue amount of the contract. Costs to obtain a contract consist of commissions and agent fees paid in connection with the award of a contract. If these
costs are determined to have an amortization period of less than one year, the Company applies the practical expedient and the related costs are expensed as
incurred. If the amortization period is determined to be greater than a year and the incremental costs to obtaining the contract qualify as an asset, then the
contract costs are recorded and amortized over the estimated contract revenue.
Inventories
The Company has the following types of inventory: (a) raw materials, (b) contracts in process and other work in process, and (c) finished goods. Raw
material includes certain general stock materials but primarily relates to purchases that were made in anticipation of specific programs for which production
has not been started as of the balance sheet date. Raw materials are stated at the lower of the cost of the inventory or its fair market value. Contracts in
process and other work in process and finished goods are valued at production cost represented by raw material, labor and overhead. Contracts in process
and other work in process and finished goods are not reported at amounts in excess of net realizable values.
Property, Plant and Equipment
Property, plant and equipment is recorded at cost. Depreciation is computed primarily on a straight-line basis over the estimated useful lives of the assets.
The estimated useful lives for buildings generally range from 15 to 40 years and for leasehold improvements range from 1 to 20 years, whereas machinery,
office furniture and equipment generally have useful lives ranging from 3 to 15 years. At the time of retirement or disposal, the acquisition cost of the asset
and related accumulated depreciation are eliminated and any gain or loss is credited to or charged against income.
Long-lived assets, such as property, plant and equipment and purchased intangible assets subject to amortization, are reviewed for impairment whenever
events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested
for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the
carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying
value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values
and third-party independent appraisals, as considered necessary.
70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property, Plant and Equipment - continued
Maintenance and repair items are charged against income as incurred, whereas renewals and betterments are capitalized and depreciated.
Leasing
The Company accounts for leases in accordance with ASC 842 - Leases. Under ASC 842, the Company determines if a contract contains a lease at the
inception date of the contract. To determine if the contract contains a lease, the Company evaluates if there is an identified asset in the contract and if the
Company has control over the use of the identified asset. The Company has elected not to apply the recognition requirements of ASC 842 to short-term
leases (leases that, at the commencement date, have a lease term of twelve months or less and do not include an option to purchase the underlying asset that
the lessee is reasonably certain to exercise) as permissible under the standard. For short-term leases, the Company recognizes lease payments on a straight-
line basis and variable payments in the period in which the obligation for those payments is incurred.
The Company must classify each lease as a finance lease or an operating lease. The Company's finance leases are included in machinery, office furniture
and equipment. Amortization of these assets is included in depreciation and amortization expense. The Company's operating leases consist of rent
commitments under various leases for office space, warehouses, land and buildings.
At the commencement date, the right-of-use asset and lease liability are recorded to the Company's Consolidated Balance Sheets when the Company
obtains control of the use of the asset. Lease liabilities are recognized at commencement based on the present value of the unpaid lease payments over the
lease term. The initial measurement of the right-of-use asset is equal to the total of the initial measurement of the lease liability, incremental costs to obtain
the lease and prepaid lease payments, less any lease incentives received. Some of the Company's leases have fixed amount rent escalations or contingent
rent that are recognized on a straight-line basis over the entire lease term. Material leasehold improvements and other landlord incentives are amortized
over the shorter of their economic lives or the lease term, including renewal periods, if reasonably assured. Substantially all real estate taxes, insurance and
maintenance expenses associated with leased facilities are obligations of the Company. The Company elected the practical expedient allowing the
Company to combine lease and non-lease components by class as a single lease component for its real estate leases. Non-lease components for the
Company's vehicles and other equipment leases are not material. The Company uses the discount rate implicit in a lease contract, if available. As most of
the Company's leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at the
commencement date in determining the present value of lease payments.
Certain leases are renewable for varying periods and certain leases include options to terminate the leases. For renewal options, the Company performs an
assessment at commencement if it is reasonably likely to exercise the option. The assessment is based on the Company's intentions, past practices,
estimates and factors that create an economic incentive for the Company. Generally, the Company is not reasonably certain to exercise the renewal option
in a lease contract as it performs an assessment for most real estate leases within six months prior to termination comparing the renewal rents under the
option with the fair market returns for equivalent property under similar terms and conditions. Although the Company does not historically change
locations often, it is not reasonably certain the Company will exercise the renewal option; therefore, the periods covered by the renewal option are not
typically included in the lease term at commencement. While some of the Company's leases include options allowing early termination of the lease, the
Company historically has not terminated its lease agreements early unless there is an economic, financial or business reason to do so; therefore, the
Company does not typically consider the termination option in its lease term at commencement.
71
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Leasing - continued
Subsequent to the initial measurement, the lease liability continues to be measured at the present value of unpaid lease payments throughout the lease term.
The lease liability is remeasured if the lease is modified and the modification is not accounted for as a separate contract, there is a change in the assessment
of the lease term, the assessment of a purchase option exercise or the amount probable of being owed under a residual value guarantee, or a contingency is
resolved resulting in some or all of the variable lease payments becoming fixed payments. Subsequent to the initial measurement, the right-of-use asset for
a finance lease is equivalent to the initial measurement less accumulated amortization and any accumulated impairment losses. Generally, amortization of
finance leases is recorded to cost of sales on a straight-line basis over the lease term. Subsequent to initial measurement, the right-of-use asset for an
operating lease is equivalent to initial measurement less accumulated amortization (the difference between the straight-line lease cost for the period and the
accretion of the lease liability using the effective interest method).
Goodwill and Other Intangible Assets
Goodwill represents the excess of the aggregate purchase price over the fair value of the net identifiable assets acquired in a purchase business combination
and is reviewed for impairment at least annually.
ASC 350 - Intangibles - Goodwill and Other permits the assessment of qualitative factors to determine whether events and circumstances lead to the
conclusion that it is necessary to perform the quantitative goodwill impairment test required under ASC 350. The qualitative assessment management
performs takes into consideration the following factors: general economic conditions, industry specific performance, changes in carrying values of the
reporting units or asset groups, the assessment of assumptions used in the previous fair value calculation and changes in transaction multiples.
In the quantitative goodwill impairment test, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of
the reporting unit is less than its carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting
unit's fair value, assuming the loss recognized does not exceed the total amount of goodwill for the reporting unit. Fair value of the reporting unit is
determined using an income methodology based on management’s estimates of forecasted cash flows for each reporting unit, with those cash flows
discounted to present value using rates commensurate with the risks associated with those cash flows.
In accordance with ASC 350, the Company evaluates goodwill for possible impairment on at least an annual basis. Goodwill and intangible assets with
indefinite lives are evaluated annually for impairment in the fourth quarter, based on annual forecast information. Intangible assets with finite lives are
amortized over their estimated period of benefit. Additionally, goodwill and other intangible assets are reviewed for possible impairment whenever changes
in conditions indicate that the fair value of a reporting unit is more likely than not below its carrying value.
Debt
The Company relies on bank financing as an important source of liquidity for its business activities. Outstanding debt is classified as current or long-term
based on the maturity of the Company's financing arrangements. Current and long-term debt balances are reported net of debt issuance costs.
Contract Liabilities
The Company's contract liabilities consist of advance payments and billings in excess of revenue recognized and deferred revenue. Contract liabilities are
classified as current or noncurrent based on the timing of when recognition of revenue is expected.
72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Unfulfilled Performance Obligations
Unfulfilled performance obligations ("backlog") represents the transaction price of firm orders for which work has not been performed and excludes
unexercised contract options and potential orders under ordering-type contracts. As of December 31, 2023, the aggregate amount of the transaction price
allocated to backlog was $749.9 million. The Company expects to recognize revenue on approximately $514.5 million of this amount over the next 12
months, with the remaining amount to be recognized thereafter. At December 31, 2022, the aggregate amount of the transaction price allocated to backlog
was $720.9 million.
Self-Insured Retentions
To limit exposure to losses related to group health, workers’ compensation, auto and product general liability claims, the Company obtains third-party
insurance coverage. The Company has varying levels of deductibles for these claims. The total liability/deductible for group health is limited to $0.3
million per claim, workers’ compensation is limited to $0.4 million per claim and for product/general liability the limit is $0.3 million per claim. The
Company pays a fixed premium for its auto liability policy; therefore, there is no deductible on claims. The cost of such benefits is recognized as expense
based on claims filed in each reporting period and an estimate of claims incurred but not reported (“IBNR”) during such period. The estimates for the IBNR
are based upon historical trends and information provided to us by the claims administrators, and are periodically revised to reflect changes in loss trends.
These amounts are included in other current liabilities on the Consolidated Balance Sheets.
Liabilities associated with these claims are estimated in part by considering historical claims experience, severity factors and other actuarial assumptions.
Projections of future losses are inherently uncertain because of the random nature of insurance claim occurrences and the potential for differences between
actual developments and actuarial assumptions. Such self-insurance accruals will likely include claims for which the ultimate losses will be settled over a
period of years.
Research and Development
Research and development expenses include laboratory research; concept development; design, testing and modification of possible products or processes;
design of tools for new technology and engineering activity required to advance development. Costs not specifically covered by contracts are recognized as
expense as incurred and included in research and development costs on the Company's Consolidated Statements of Operations. Customer funded research
expenditures (which are included in cost of sales) were $0.2 million in 2023, $0.4 million in 2022 and $0.4 million in 2021.
Income Taxes
Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and
operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the enactment date.
The Company records a benefit for uncertain tax positions in the financial statements only when it determines it is more likely than not that such a position
will be sustained upon examination by taxing authorities based on the technical merits of the position. Unrecognized tax benefits represent the difference
between the position taken in the tax return and the benefit reflected in the financial statements.
Treasury Stock
Repurchases of share awards or common stock are accounted for at cost, and are included as a component of shareholders’ equity in the Consolidated
Balance Sheets. Shares repurchased by the Company are held in treasury for general purposes, including issuances under stock incentive plans.
73
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Share-Based Payment Arrangements
The Company records compensation expense for share-based awards based upon an assessment of the grant date fair value of the awards. The fair value of
each option award is estimated on the date of grant using the Black-Scholes option valuation model. A number of assumptions are used to determine the
fair value of options granted. These include expected term, dividend yield, volatility of the options and the risk free interest rate. The Company's current
long-term incentive program focuses on equity, consisting of a combination of service-based restricted stock awards ("RSAs") and performance stock units
("PSUs") which are intended to be settled in shares. The number of PSUs that will vest will be determined based on total shareholder return ("TSR") and
return on total invested capital ("ROIC") over a three-year performance period, each of which will remain equally weighted in determining payouts. The
fair value of the PSUs based on TSR is estimated on the date of grant using a Monte-Carlo simulation model. A number of assumptions are used to
determine the fair value of the PSUs granted, including expected term, volatility, the risk-free interest rate and dividend yield.
Environmental Remediation
The Company is subject to environmental regulation by federal, state and local authorities in the United States and regulatory authorities with jurisdiction
over its foreign operations. When the Company becomes aware of environmental risk, it performs a site study to ascertain the potential magnitude of
contamination and the estimated cost of investigation and remediation. Environmental costs are accrued when it is probable that a liability has been
incurred and the amount can be reasonably estimated. The most likely cost to be incurred is accrued based on an evaluation of currently available facts with
respect to each individual site. Conditions of the site must be monitored throughout the investigation and remediation process as numerous factors could
affect the estimated liability. The Company evaluates the identified environmental issues to ensure the time to complete the investigation and remediation
and the total cost of the investigation and remediation are consistent with the initial estimate. If there is any change in the cost and/or timing of
investigation and the remediation, the accrual is adjusted accordingly.
Derivative Financial Instruments
The Company is exposed to certain risks relating to its ongoing business operations, including market risks relating to fluctuations in foreign currency
exchange rates and interest rates. Derivative financial instruments are recognized on the Consolidated Balance Sheets as either assets or liabilities and are
measured at fair value. Changes in the fair values of derivatives are recorded each period in other (income) expense, net on the consolidated statements of
operations or accumulated other comprehensive income on the consolidated statements of comprehensive income (loss), depending on whether a derivative
is effective as part of a hedged transaction. Gains and losses on derivative instruments reported in accumulated other comprehensive income are
subsequently included in earnings in the periods in which earnings are affected by the hedged item. The Company does not offset fair value amounts of
derivative instruments. The Company does not use derivative instruments for speculative purposes.
Pension Accounting
The Company accounts for its defined benefit pension plan by recognizing the overfunded or underfunded status of the plan, calculated as the difference
between the plan assets and the projected benefit obligation, as an asset or liability on the balance sheet, with changes in the funded status recognized in
comprehensive income in the year in which they occur. Vested benefit obligations are determined based on the present value of vested benefits to which an
employee is currently entitled based on his or her expected date of separation or retirement.
Expenses and liabilities associated with the plan are determined based upon actuarial valuations. Integral to the actuarial valuations are a variety of
assumptions including expected return on plan assets and discount rate. The Company regularly reviews the assumptions, which are updated at the
measurement date, December 31 . The impact of differences between actual results and the assumptions are accumulated and generally amortized over
future periods, which will affect expense recognized in future periods. The service cost component of net benefit cost is recorded in cost of sales and
selling, general and administrative expenses separately from the other components of net benefit cost, which are recorded to non-service pension and
postretirement benefit income.
st
74
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Standards
Recent Accounting Standards Adopted
In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, "Debt - Debt with
Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for
Convertible Instruments and Contracts in an Entity’s Own Equity". The objective of this standard update was to simplify the accounting for certain
financial instruments with characteristics of liabilities and equity. The update removed certain separation models between a debt component and equity or
derivative component for certain convertible instruments. Entities that previously required separate accounting for conversion features are reporting less
interest expense as those conversion features were recorded as debt discounts which were amortized over the term of the debt. In addition, this ASU added
new disclosure requirements for convertible instruments to improve the decision usefulness and relevance of the information being provided to users of
financial statements, clarified the guidance for determining whether a contract qualifies for a scope exception from derivative accounting, and required the
application of the if-converted method when calculating diluted EPS guidance to improve consistency. The standard update was effective for fiscal years,
and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption of the standard was permitted, but no earlier than fiscal
years beginning after December 15, 2020, including interim periods within those fiscal years. An entity should adopt the guidance as of the beginning of its
annual fiscal year and can do so using a modified retrospective method or fully retrospective method of transition. On January 1, 2022, the Company
adopted ASU 2020-06 using the modified retrospective basis which resulted in a cumulative effect adjustment to the opening balance sheet. The prior
period consolidated financial statements have not been retroactively adjusted and continue to be reported under the accounting standard in effect for the
period.
The cumulative effect of the adjustments recorded to the opening balance sheet on January 1, 2022 for the adoption of ASU 2020-06 was as follows:
in thousands
Assets
Deferred income taxes
(1)
Liabilities
Long-term debt, excluding current portion, net of debt issuance costs
(2)
Equity
Additional paid-in capital
Retained earnings
(4)(5)
(3)
Balance at December
31, 2021
Adjustments due to
ASU 2020-06
Balance at January 1,
2022
15,717 $
1,770 $
17,487
189,421 $
7,624 $
197,045
248,153 $
749,569 $
(12,489) $
6,635 $
235,664
756,204
$
$
$
$
(1)
(2)
(3)
(4)
Reflects the removal of the deferred tax liability associated with the portion of the convertible notes recorded to equity.
Reflects the adjustment to the total carrying value of the convertible senior notes to the full principal amount of the convertible notes outstanding net of issuance costs.
Reflects the removal of the equity component separately recorded for the conversion features associated with the convertible notes.
Reflects the cumulative-effect adjustment recorded to retained earnings as of January 1, 2022 as a result of adopting ASU 2020-06 using the modified retrospective
method.
(5)
Reflects corrected errors related to the accounting for certain labor costs and the net realizable value on certain portions of the Company's inventory. See Note 2,
Accounting Changes, for further information.
Beginning in 2022, the Company began calculating diluted EPS using the if-converted method for its convertible debt instruments, which is not expected to
have a material impact on the consolidated results. Historically, the Company used the treasury stock method to calculate diluted EPS for its convertible
debt instruments. In the year ended December 31, 2022, there was no impact as diluted loss per share calculated to $1.73, using both the if-converted
method and treasury stock method. Refer to Note 14, Debt, for further information on the Company's convertible notes.
75
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Standards - continued
Recent Accounting Standards Adopted - continued
In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial
Reporting". The objective of the standard was to address operational challenges likely to arise in accounting for contract modifications and hedge
accounting due to reference rate reform. The amendments in this ASU provided optional expedients and exceptions for applying GAAP to contracts,
hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.
The standard update was effective for all entities as of March 12, 2020 through December 31, 2022. Subsequent updates extended the sunset date from
December 31, 2022 to December 31, 2024. An entity may elect to apply the amendments for contract modifications by topic or industry subtopic as of any
date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that
includes or is subsequent to March 12, 2020. Once elected for a topic or industry subtopic, the amendments in this standard update must be applied
prospectively for all eligible contract modifications for that topic or industry subtopic. An entity may elect to apply the amendments for eligible hedging
relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the
beginning of the interim period that includes March 12, 2020. If an entity elects to apply any of the amendments for an eligible hedging relationship
existing as of the beginning of the interim period that includes March 12, 2020, any adjustments as a result of those elections must be reflected as of the
beginning of that interim period. If an entity elects to apply any of the amendments for a new hedging relationship entered into between the beginning of
the interim period that includes March 12, 2020 and March 12, 2020, any adjustments as a result of those elections must be reflected as of the beginning of
the hedging relationship. On June 21, 2023, the Company closed an amended and restated $740.0 million Credit Agreement based on SOFR. The Company
adopted this standard in 2023, which did not have a material impact on the Company's consolidated financial statements.
Subsequent to the issuance of ASU 2020-04, the FASB issued the following updates: ASU 2021-01, "Reference Rate Reform (Topic 848) - Scope" and
ASU 2022-06, "Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848". The amendments in these updates affect the guidance
within ASU 2020-04 and were assessed with ASU 2020-04.
Recent Accounting Standards Yet to be Adopted
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The amendments in this
update enhance the decision usefulness and transparency of qualitative and quantitative income tax disclosures through further disaggregation of
information in the tax rate reconciliation and jurisdiction of income taxes paid discussions. This standard update is effective for fiscal years beginning after
December 15, 2024, though early adoption is permitted. Retrospective application is permitted. The Company is currently assessing the impact of this
standard on the Company's consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures". The
amendments in this standard improve qualitative and quantitative reportable segment requirements, primarily through enhanced annual and interim
disclosures of significant segment expenses that are regularly reported to the Chief Operating Decision Maker ("CODM") and included within reported
measures of segment profit or loss. This standard update is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal
years beginning after December 15, 2024. Early adoption is permitted. Once adopted, these amendments should be applied retrospectively, with segment
expense categories disclosed in prior periods based on the categories identified in the period of adoption. The Company is currently assessing the impact of
this standard on the Company's consolidated financial statements.
76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
2. ACCOUNTING CHANGES
Revision of Previously Issued Consolidated Financial Statements
During the second quarter of 2023, the Company identified errors related to (1) the accounting for certain labor costs at one business in the Precision
Products segment and (2) the net realizable value on certain portions of the Company's inventory at another business in the Structures segment, each
resulting in an overstatement of inventory and an understatement of cost of sales and related tax impacts. The Company concluded that these errors were
not material, either individually or in aggregate, to previously issued consolidated financial statements; however, the Company has determined it was
appropriate to revise its previously issued consolidated financial statements as of December 31, 2022, and for the years ended December 31, 2022 and 2021
and its unaudited condensed consolidated financial statements as of and for the quarters and year-to-date fiscal periods ended July 1, 2022, September 30,
2022 and March 31, 2023. Accordingly, the accompanying financial statements and relevant footnotes to the condensed consolidated financial statements in
this Annual Report on Form 10-K have been revised to correct for these errors. The Company will present the revision of its previously issued unaudited
condensed consolidated financial statements for the quarter ended March 31, 2023 with the future filing of its Quarterly Report on Form 10-Q for the
quarter ending March 29, 2024.
The revision to the accompanying unaudited condensed consolidated balance sheet, condensed consolidated statements of operations, condensed
consolidated statements of comprehensive income and condensed consolidated statement of cash flows are as follows. There were no changes to the
consolidated statement of stockholders' equity that have not otherwise been reflected in the condensed consolidated balance sheets, condensed consolidated
statements of operations, and condensed consolidated statements of comprehensive income as detailed in the tables below.
Condensed Consolidated Balance Sheet
In thousands
Assets
(1)
Inventories
Income tax refunds receivable
Total
Shareholders' equity
Retained earnings
Assets
(2)
Inventories
Income tax refunds receivable
Total
Shareholders' equity
Retained earnings
$
$
$
$
$
$
As Previously Reported
December 31, 2022
Adjustments
As Corrected
176,468 $
13,981
190,449 $
688,457 $
(4,085) $
862
(3,223) $
(3,223) $
As Previously Reported
December 31, 2021
Adjustments
As Corrected
193,100 $
13,832
206,932 $
750,445 $
(1,110) $
234
(876) $
(876) $
172,383
14,843
187,226
685,234
191,990
14,066
206,056
749,569
(1)
At December 31, 2022, the adjustments to inventories consisted of an adjustment of $2.5 million for certain labor costs at a business within the Precision Products
segment and an adjustment of $1.6 million for the net realizable value on certain portions of the inventory at a business within the Structures segment.
(2)
At December 31, 2021, the adjustments to inventories consisted of an adjustment of $1.1 million for certain labor costs at a business within the Precision Products
segment.
77
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
2. ACCOUNTING CHANGES (CONTINUED)
Revision of Previously Issued Consolidated Financial Statements - continued
Condensed Consolidated Statements of Operations
In thousands, except per share amounts
Cost of sales
Income tax benefit
Net loss
Basic loss per share
Diluted loss per share
Cost of sales
Income tax expense
Net earnings
Basic earnings per share
Diluted earnings per share
As Previously Reported
December 31, 2022
Adjustments
As Corrected
464,470 $
(16,732)
(46,226)
(1.65) $
(1.65) $
2,975 $
(628)
(2,347)
(0.08) $
(0.08) $
As Previously Reported
December 31, 2021
Adjustments
As Corrected
472,375 $
16,832
43,676
1.57 $
1.57 $
7 $
(1)
(6)
— $
— $
467,445
(17,360)
(48,573)
(1.73)
(1.73)
472,382
16,831
43,670
1.57
1.57
$
$
$
$
$
$
Condensed Consolidated Statements of Comprehensive (Loss) Income
In thousands
Comprehensive loss
Comprehensive income
Condensed Consolidated Statement of Cash Flows
In thousands
Net loss
Inventories
Income tax refunds receivable
Net cash provided by operating activities
Net earnings
Inventories
Income tax refunds receivable
Net cash provided by operating activities
$
$
$
$
As Previously Reported
December 31, 2022
Adjustments
As Corrected
(93,262) $
(2,347) $
(95,609)
As Previously Reported
December 31, 2021
Adjustments
As Corrected
63,112 $
(6) $
63,106
As Previously Reported
December 31, 2022
Adjustments
As Corrected
(46,226) $
(17,848)
(144)
20,969
(2,347) $
2,975
(628)
—
As Previously Reported
December 31, 2021
Adjustments
As Corrected
43,676 $
(10,357)
(8,565)
48,698
78
(6) $
7
(1)
—
(48,573)
(14,873)
(772)
20,969
43,670
(10,350)
(8,566)
48,698
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
3. DISPOSALS
Mexico Business
In the third quarter of 2022, the Company sold certain assets and liabilities of its Mexico operations in the Structures segment. The transaction did not meet
the criteria for discontinued operations set forth in ASC 205-20 - Presentation of Financial Statements - Discontinued Operations ("ASC 205-20"), as it
does not reflect a significant strategic shift that would have a major effect on the Company's operations or financial results. For the year ended
December 31, 2022, the Company recorded a gain on the sale of $0.5 million, which was included in (gain) loss on sale of business on the Company's
Consolidated Statement of Operations.
UK Composites Business
In the fourth quarter of 2020, the Company received approval from its Board of Directors to sell its UK Composites division. Subsequent to the end of the
year, the Company sold its UK Composites division in a transaction that closed on February 2, 2021. An additional loss of $0.2 million was recorded in the
year ended December 31, 2021 as a result of the closing. The sale of the UK Composites business did not meet the criteria set forth in ASC 205-20, for
discontinued operations as it did not reflect a significant strategic shift that would have a major effect on the Company's operations and financial results.
Financial results for the UK Composites division were included in the Structures segment for the year ended December 31, 2021 within Note 5, Segment
and Geographic Information.
Cash and cash equivalents and restricted cash at the beginning of the period on the Company’s Consolidated Statement of Cash Flows for the year ended
December 31, 2021 includes $6.6 million of cash that was included in the UK Composites business disposal group. However, given the assets of the
disposal group are recognized net of the impairment charge recorded in December 31, 2020, such amounts were not reflected on the Company’s
Consolidated Balance Sheet at December 31, 2020.
Distribution Business
On August 26, 2019, the Company completed the sale of its Distribution business for total cash consideration of $700.0 million, excluding certain working
capital adjustments. The sale of the Distribution business was a result of the Company's shift in strategy to be a highly focused, technologically
differentiated aerospace and engineered products company.
Upon closing, the Company entered into a transition services agreement ("TSA") with the buyer, pursuant to which the Company agreed to support the
information technology ("IT"), human resources and benefits, tax and treasury functions of the Distribution business for six to twelve months. The buyer
exercised the option to extend the support period for up to a maximum of an additional year for certain IT services. During the third quarter of 2021, the
TSA expired and all services were completed as of the end of the period. As such, there was no activity associated with the TSA in 2023 and 2022.
Through the term of the TSA, the Company incurred $18.9 million in costs and earned $13.0 million in income associated with the TSA. The Company
incurred $1.7 million in costs associated with the TSA in 2021, which was included in costs from transition services agreement on the Company's
Consolidated Statement of Operations. The Company earned $0.9 million in income associated with the TSA in 2021, which was included in income from
transition services agreement on the Company's Consolidated Statement of Operations.
Since the sale of the Distribution business, cash outflows from the Company to its former Distribution business totaled $8.7 million through December 31,
2023, which primarily related to Distribution employee and employee-related costs incurred prior to the sale. For the years ended December 31, 2023 and
December 31, 2022, there were no cash flows from the Company to its former Distribution business. Cash outflows from the Company to its former
Distribution business after the sale totaled $0.6 million, for the year ended December 31, 2021. Since the sale of the Distribution business, cash inflows
from the Company's former Distribution business to the Company totaled $19.8 million through December 31, 2023. For the years ended December 31,
2023 and December 31, 2022, cash inflows from the Company's former Distribution business were not material. Cash inflows from the Company's former
Distribution business after the sale totaled $2.0 million for the year ended December 31, 2021.
79
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
4. BUSINESS COMBINATIONS AND INVESTMENTS
Business Combinations
Aircraft Wheel & Brake
On September 16, 2022, the Company acquired all of the assets and related liabilities of Parker-Hannifin Corporation's ("Parker") Aircraft Wheel and
Brake division, of Avon, Ohio, at a purchase price of $442.8 million. Aircraft Wheel and Brake is a leader in the design, development, qualification,
manufacturing and assembly, product support and repair of wheels, brakes and related hydraulic components for fixed-wing aircraft and rotorcraft. With
this acquisition, the Company has expanded its portfolio of engineered products, broadening the number of offerings available to serve customers across a
range of critical applications and has increased the Company's exposure within the aerospace and defense end markets.
This acquisition was accounted for under the acquisition method. The assets acquired and liabilities assumed were recorded based on their fair values at the
date of acquisition as follows (in thousands):
Accounts receivable
Contract assets
Inventories
Property, plant and equipment
Goodwill
Other intangible assets
Contract costs, noncurrent
Liabilities
Net assets acquired
Less cash received
Net consideration
$
$
$
7,635
171
11,246
7,686
171,277
250,500
41
(5,729)
442,827
—
442,827
The Company utilized the practical expedient associated with ASU 2021-08, "Business Combinations (Topic 805), Accounting for Contract Assets and
Contract Liabilities from Contracts with Customers", which allowed the Company to utilize the terms that existed as of the latest contract modification date
to determine the transaction price and performance obligations for the contract assets and liabilities acquired. The use of this practical expedient did not
have a material impact on the Company's consolidated financial statements.
The principal area of the purchase price allocation that was not yet finalized as of December 31, 2022 related to the finalization of the working capital
adjustment. Subsequent to December 31, 2022, the Company paid Parker an additional $1.5 million for the working capital adjustment finalized in the first
quarter of 2023, which resulted in an increase to goodwill. All purchase price allocations were finalized within the one-year measurement period.
The goodwill associated with this acquisition is tax deductible and is the result of expected synergies from combining the operations of the acquired
business with the Company's operations and intangible assets that do not qualify for separate recognition, such as an assembled workforce. The goodwill
associated with this acquisition was recognized in the Engineered Products segment.
The fair value of the identifiable intangible assets totaling $250.5 million, consisting of customer relationships and acquired backlog, was determined using
the income approach, specifically, a multi-period excess earnings method. The fair value of the customer relationships of $237.7 million is being amortized
based on the economic period of benefit over periods ranging from 23 to 25 years, and the fair value of the backlog of $12.8 million is being amortized
based on the economic period of benefit over a period of two years. These amortization periods represent the estimated useful life of the assets.
80
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
4. BUSINESS COMBINATIONS AND INVESTMENTS (CONTINUED)
Business Combinations - continued
Aircraft Wheel & Brake - continued
The Company determines the useful lives of the intangibles through contracting with a third party valuation expert and discussions with the management
team of Aircraft Wheel and Brake. As the business specializes in wheels, brakes and related hydraulic components for helicopters, fixed-wing and UAV
aircraft, it was determined that a useful life range of 23 to 25 years for customer relationships was reasonable, as the length of customer relationships are
typically longer given the nature of the industry and the useful lives of aircraft. Considerations were also given to the history of serving on the programs,
nature of competition, probability of renewals, sole source positions, information on the strength of the incumbency, nature of the aircraft program, and
corroboration of the program forecast duration with information from Forecast International, General Aviation Manufacturer Association data, Federal
Aviation Administration data, as well as Department of Defense disclosures.
Aircraft Wheel and Brake's results of operations have been included in the Company's financial statements for the periods subsequent to the completion of
the acquisition on September 16, 2022. Aircraft Wheel and Brake contributed $76.3 million and $20.8 million of revenue and $9.5 million of operating
income and $2.4 million of operating loss for the years ended December 31, 2023 and 2022, respectively.
Pro Forma Information (Unaudited)
The following table reflects the unaudited pro forma operating results of the Company for the years ended December 31, 2022 and 2021 which assumes the
acquisition of Aircraft Wheel and Brake occurred on January 1, 2021. The pro forma results are based on assumptions that the Company believes are
reasonable under the circumstances. The pro forma results are not necessarily indicative of the operating results that would have occurred had the
acquisition of Aircraft Wheel and Brake been effective January 1, 2021, nor are they intended to be indicative of results that may occur in the future. The
underlying pro forma information includes the historical financial results of the Company and the acquired business adjusted for certain items discussed
below. The pro forma information does not include the effects of any synergies, cost reduction initiatives or anticipated integration costs related to the
acquisitions.
In thousands
Net sales
Net (loss) earnings
For the year ended December 31,
2022
2021
$
$
740,960 $
(44,026) $
778,167
13,834
These pro forma results include adjustments such as inventory step-up, amortization of acquired intangible assets, depreciation of acquired plant, property,
and equipment and interest expense on debt financing in connection with the acquisition. Material pro forma adjustments directly attributable to the
acquisition of Aircraft Wheel and Brake for the year ended December 31, 2022 include:
Increase in amortization of $9.1 million relating to intangible assets acquired;
•
• Decrease in selling, general & administrative costs of $12.8 million relating to transaction costs for the acquisition;
•
• Decrease in cost of sales of $3.1 million relating to the step-up of acquired inventory; and
• Decrease in income tax expense of $3.0 million relating to the above adjustments.
Increase in interest expense of $20.5 million relating to debt financing in connection with the acquisition;
Material pro forma adjustments directly attributable to the acquisition of Aircraft Wheel and Brake for the year ended December 31, 2021 include:
Increase in amortization of $18.2 million relating to intangible assets acquired;
Increase in selling, general & administrative costs of $12.8 million relating to transaction costs for the acquisition;
Increase in interest expense of $29.1 million relating to debt financing in connection with the acquisition;
Increase in cost of sales of $3.1 million relating to the step-up of acquired inventory; and
•
•
•
•
• Decrease in income tax expense of $13.4 million relating to the above adjustments.
81
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
4. BUSINESS COMBINATIONS AND INVESTMENTS (CONTINUED)
Investments
Near Earth Autonomy
On June 22, 2022, the Company invested $10.0 million in Near Earth Autonomy, Inc. ("Near Earth"), in exchange for a minority interest in the outstanding
equity of Near Earth and one seat on its Board of Directors. This investment supports Near Earth's mission to accelerate its technology to establish an
industry standard in autonomous solutions for the next generation of aviation and leverages the Company's core competency in precision parts
manufacturing as the preferred manufacturer of autonomous parts and components for Near Earth. Near Earth has been a partner on the Company's
autonomous technology since 2019, most recently for the KARGO UAV unmanned aerial system, a purpose built autonomous medium lift logistics vehicle.
In accordance with ASC 321 - Investments - Equity Securities, the Company elected to apply the measurement alternative and accounted for the investment
as an equity interest, initially measured at cost. The investment was included in other assets on the Company's Consolidated Balance Sheets as of
December 31, 2023 and 2022. Upon observable transaction prices or impairment, the Company will remeasure the investment at fair value.
5. SEGMENT AND GEOGRAPHIC INFORMATION
Segment Information
The Company is organized based upon the nature of its products and services, and is composed of three operating segments each overseen by a segment
manager. These segments are reflective of how the Company’s Chief Executive Officer, who is its CODM, reviews operating results for the purposes of
allocating resources and assessing performance. The Company has not aggregated operating segments for purposes of identifying reportable segments.
The Engineered Products segment serves the aerospace and defense, industrial and medical markets providing sophisticated proprietary aircraft bearings
and components; super precision, miniature ball bearings; and proprietary spring energized seals, springs and contacts; and wheels, brakes and related
hydraulic components for helicopters and fixed-wing and UAV aircraft.
The 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 the Company's SH-2G Super Seasprite maritime
helicopters; support of the heavy lift K-MAX® manned helicopter; and development of the KARGO UAV unmanned aerial system, a purpose built
autonomous medium lift logistics vehicle.
The 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.
82
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
5. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
Segment Information - continued
Summarized financial information by business segment is as follows:
In thousands
Net sales:
Engineered Products
Precision Products
Structures
(1)
Net sales
Operating income (loss):
Engineered Products
Precision Products
Structures
Corporate expense
Other unallocated expenses, net
Operating income (loss)
Interest expense, net
Non-service pension and post retirement benefit income, net
Income from transition services agreement
Other (income) expense, net
(2)
Earnings (loss) before income taxes
For the year ended December 31,
2022
2021
2023
$
$
$
$
$
512,831 $
129,147
133,876
775,854 $
107,863 $
(4,532)
(9,169)
(40,077)
(4,982)
49,103 $
39,997
(1,240)
—
(339)
10,685 $
377,241 $
185,023
125,697
687,961 $
57,833 $
16,353
(4,623)
(50,377)
(88,504)
(69,318) $
16,874
(20,574)
—
315
(65,933) $
317,683
256,329
134,981
708,993
43,097
55,359
(340)
(40,519)
(8,108)
49,489
16,290
(26,229)
(931)
(142)
60,501
(1)
Net sales under contracts with USG agencies (including sales to foreign governments through foreign military sales contracts with USG agencies) totaled $174.8 million,
$205.0 million and $230.6 million in 2023, 2022 and 2021, respectively, and represent direct and indirect sales to the USG and related agencies.
(2)
Other unallocated expenses, net include program inventory impairment, goodwill and other intangibles impairments, program contract costs impairment, costs from the
TSA, restructuring and severance costs, gain (loss) on sale of business, and net loss (gain) on disposition of assets.
83
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
5. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
Segment Information - continued
The following table disaggregates segment revenue by major product line:
In thousands
Defense
Safe and Arm Devices
Commercial, Business, & General Aviation
Medical
Industrial & Other
Total revenue
Defense
Safe and Arm Devices
Commercial, Business, & General Aviation
Medical
Industrial & Other
Total revenue
Defense
Safe and Arm Devices
Commercial, Business, & General Aviation
Medical
Industrial & Other
Total revenue
Engineered
Products
Precision
Products
Structures
Total
2023
77,533 $
—
264,968
93,280
77,050
512,831 $
25,846 $
69,445
29,035
—
4,821
129,147 $
2022
75,793 $
—
50,775
7,308
—
133,876 $
179,172
69,445
344,778
100,588
81,871
775,854
Engineered
Products
Precision
Products
Structures
Total
49,982 $
—
166,748
86,659
73,852
377,241 $
22,367 $
125,685
31,663
—
5,308
185,023 $
2021
73,597 $
—
44,208
7,892
—
125,697 $
145,946
125,685
242,619
94,551
79,160
687,961
Engineered
Products
Precision
Products
Structures
Total
51,033 $
—
115,576
79,424
71,650
317,683 $
30,062 $
191,524
28,995
—
5,748
256,329 $
87,575 $
—
40,115
7,291
—
134,981 $
168,670
191,524
184,686
86,715
77,398
708,993
$
$
$
$
$
$
84
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
5. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
Segment Information - continued
The following table illustrates the approximate percentage of segment revenue recognized by product types.
Original Equipment Manufacturer
Aftermarket
Safe and Arm Devices
Total revenue
Original Equipment Manufacturer
Aftermarket
Safe and Arm Devices
Total revenue
Original Equipment Manufacturer
Aftermarket
Safe and Arm Devices
Total revenue
Engineered
Products
46 %
20 %
— %
66 %
Engineered
Products
41 %
14 %
— %
55 %
Engineered
Products
35 %
10 %
— %
45 %
2023
Precision Products
6 %
4 %
7 %
17 %
2022
Precision Products
4 %
5 %
18 %
27 %
2021
Precision Products
5 %
4 %
27 %
36 %
Structures
Total
17 %
— %
— %
17 %
Structures
Total
18 %
— %
— %
18 %
Structures
Total
19 %
— %
— %
19 %
69 %
24 %
7 %
100 %
63 %
19 %
18 %
100 %
59 %
14 %
27 %
100 %
The timing related to the satisfaction of performance obligations and the typical timing of payment could vary between military, safe and arm devices and
commercial, medical and industrial contracts. For military and safe and arm device contracts with the USG, payment terms typically include progress
payments, and the satisfaction of these performance obligations does not vary significantly from timing of payment. For firm-fixed price military and safe
and arm device contracts with foreign militaries, the satisfaction of performance obligations could occur at a point in time or over time, depending on the
nature of the performance obligations and the right to payment terms in the contracts. Generally, payment terms for these types of contracts range from 30
to 60 days from delivery; however, at times, the Company may negotiate advance payments to cover a portion of the initial costs. Payment terms for firm-
fixed price commercial, medical and industrial contracts generally range from 30 to 90 days from delivery. The satisfaction of these performance
obligations could occur at a point in time or over time, depending on the nature of the performance obligations and the right to payment terms in the
contracts. For certain commercial contracts, the Company may negotiate advance payments for long-lead materials.
The following table presents research and development costs by segment:
In thousands
Engineered Products
Precision Products
Structures
Total research and development costs
For the year ended December 31,
2022
2021
2023
$
$
9,382 $
11,215
107
20,704 $
8,842 $
10,508
202
19,552 $
8,399
7,443
230
16,072
85
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
5. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
Segment Information - continued
Summarized asset and cash flow information by business segment is as follows:
(1):
In thousands
Identifiable assets
Engineered Products
Precision Products
Structures
Corporate
(2)
Total assets
Capital expenditures:
Engineered Products
Precision Products
Structures
Corporate
(3):
Total capital expenditures
Depreciation and amortization
Engineered Products
Precision Products
Structures
Corporate
Total depreciation and amortization
For the year ended December 31,
2022
2021
2023
$
$
$
$
$
$
1,086,672 $
176,903
136,909
98,171
1,498,655 $
1,052,576 $
190,801
133,834
110,898
1,488,109 $
623,899
249,270
125,027
199,410
1,197,606
18,714 $
5,323
1,283
682
26,002 $
40,408 $
3,292
3,106
3,232
50,038 $
14,667 $
4,658
1,940
2,424
23,689 $
30,461 $
3,663
3,519
3,069
40,712 $
9,537
3,554
2,075
2,364
17,530
26,306
4,148
3,462
2,738
36,654
(1)
(2)
Identifiable assets are year-end assets at their respective net carrying values segregated as to segment and corporate use.
For the periods presented, the corporate identifiable assets are principally comprised of cash, short-term and long-term deferred income tax assets, cash surrender value of
life insurance policies and fixed assets.
(3)
Depreciation and amortization amounts exclude amortization of debt issuance costs.
Geographic Information
Sales are attributed to geographic regions based on the location to which the product is shipped. Geographic distribution of sales recorded is as follows:
In thousands
North America
Europe
Middle East
Asia
Oceania
Other
Total revenue
For the year ended December 31,
2022
2021
2023
$
$
482,113 $
200,885
32,859
41,866
10,791
7,340
775,854 $
452,392 $
141,657
41,948
35,691
10,208
6,065
687,961 $
442,432
113,811
107,408
27,638
14,160
3,544
708,993
86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
5. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
Geographic Information - continued
Geographic distribution of long-lived assets is as follows:
In thousands
United States
Germany
Czech Republic
Netherlands
Switzerland
Hong Kong
Total long-lived assets
(1)
At December 31,
2023
2022
$
$
851,182 $
142,413
4,587
413
663
41
999,299 $
865,659
140,626
4,827
509
708
60
1,012,389
(1)
For the purpose of this disclosure the Company excluded deferred tax assets of $46.9 million and $47.4 million as of December 31, 2023 and 2022, respectively.
6. RESTRUCTURING AND SEVERANCE COSTS
Transformation Restructuring
In December 2022, the Company began a review of all businesses and programs to increase efficiencies, improve working capital management and focus
on sustainable and consistent revenue and profit generating activities. As a result of this review, the Company identified areas to reduce annualized costs
primarily in the Precision Products segment and at Corporate through streamlining processes, consolidating the production of fuzes for the JPF program at
its Middletown facility, discontinuing K-MAX® helicopter production and right-sizing the Company's total cost structure. In the years ended December 31,
2023 and 2022, the Company incurred $3.4 million and $6.6 million, respectively, in severance costs associated with these actions. Of this amount,
$0.3 million was related to share-based compensation expense in the year ended December 31, 2023. No share-based compensation expense related to this
initiative was recorded to restructuring and severance costs in the year ended December 31, 2022.
The following table summarizes the accrual balances by cost type for the restructuring actions:
In thousands
Restructuring accrual balance at December 31, 2022
Provision
Cash payments
Changes in foreign currency exchange rates
(2)
Restructuring accrual balance at December 31, 2023
(2)
Severance
Other
(1)
Total
$
$
6,629 $
2,223
(6,282)
38
2,608 $
— $
919
(919)
—
— $
6,629
3,142
(7,201)
38
2,608
(1)
(2)
Includes non-severance costs associated with the consolidation of facilities.
Of the accrual balance, $2.6 million and $5.6 million were included in other current liabilities on the Company's Consolidated Balance Sheets as of December 31, 2023
and December 31, 2022. The remainder was included in other long-term liabilities.
Cost Reduction Initiative
In the years ended December 31, 2022, and 2021, the Company identified workforce reductions and other reductions in certain general and administrative
expenses to support a lean organizational structure that improves operational efficiency and provides a scalable infrastructure which facilitates future
growth opportunities. The Company incurred $3.2 million and $6.2 million, respectively, related to these reductions.
87
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
7. ACCOUNTS RECEIVABLE, NET
Accounts receivable consist of the following:
In thousands
Trade receivables
U.S. Government contracts:
Billed
Costs and accrued profit – not billed
Commercial and other government contracts:
Billed
Costs and accrued profit – not billed
Less allowance for doubtful accounts
Accounts receivable, net
At December 31,
2023
2022
$
39,645 $
31,126
11,353
779
46,139
1,984
(3,018)
96,882 $
14,150
661
41,520
2,268
(2,066)
87,659
$
There were no amounts included in accounts receivable, net for matters such as contract changes, negotiated settlements and
claims for unanticipated contract costs at December 31, 2023 and December 31, 2022.
The following table summarizes the activity in the allowance for doubtful accounts in the year ended December 31, 2023:
In thousands
Balance at December 31, 2022
Provision
Amounts written off
Recoveries
Changes in foreign currency exchange rates
Balance at December 31, 2023
8. CONTRACT ASSETS, CONTRACT COSTS AND CONTRACT LIABILITIES
Activity related to contract assets, contract costs and contract liabilities is as follows:
$
$
(2,066)
(1,998)
676
380
(10)
(3,018)
In thousands
Contract assets
(1)
Contract costs, current portion
Contract costs, noncurrent portion
(2)
(3)
Contract liabilities, current portion
Contract liabilities, noncurrent portion
December 31, 2023
December 31, 2022
$ Change
% Change
$
$
$
$
$
94,091 $
113,182 $
(19,091)
58 $
577 $
12,284 $
19,787 $
695 $
673 $
4,081 $
20,515 $
(637)
(96)
8,203
(728)
(16.9)%
(91.7)%
(14.3)%
201.0 %
(3.5)%
(1)
The Company's contract assets were net of unliquidated progress payments, primarily from the U.S. Government, of $38.1 million and $43.3 million at December 31,
2023 and December 31, 2022, respectively.
(2)
Contract costs, current portion are included within other current assets on the Company's Condensed Consolidated Balance Sheets.
Contract costs, noncurrent portion are included within other assets on the Company's Condensed Consolidated Balance Sheets.
(3)
88
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
8. CONTRACT ASSETS, CONTRACT COSTS AND CONTRACT LIABILITIES (CONTINUED)
Contract Assets
The decrease in contract assets was primarily due to amounts billed in the current period on the JPF program and higher
unliquidated progress payments on our legacy fuzing contracts, partially offset by the recognition of revenue related to the satisfaction or partial satisfaction
of performance obligations for work performed and not yet billed on certain legacy fuzing contracts, the SH-2G and KARGO UAV unmanned aerial system
programs and the relief of unliquidated progress payments on the JPF program. There were no significant impairment losses related to the Company's
contract assets during the years ended December 31, 2023 and December 31, 2022.
Contract assets includes amounts for matters such as contract changes, negotiated settlements and claims for unanticipated contract costs. These amounts
are as follows:
In thousands
Contract changes, negotiated settlements and claims for unanticipated contract costs
Contract Costs
At December 31,
2023
2022
$
1,620 $
—
At December 31, 2023 and 2022, costs to fulfill a contract were $0.6 million and $1.4 million, respectively. There were no costs to obtain a contract at
December 31, 2023 and 2022.
Contract costs, current portion at December 31, 2023 decreased when compared to December 31, 2022, primarily attributable to the write-off of contract
costs on the A-10 contract and amortization of contract costs, totaling $0.6 million. For the year ended December 31, 2022, amortization of contract costs
was $0.7 million.
Contract costs, noncurrent portion at December 31, 2023 remained relatively flat when compared to the balance at December 31, 2022.
In December 2022, management began a review of all businesses and programs to increase efficiencies, improve working capital management and focus on
sustainable and consistent revenue and profit generating activities. As a result of this review, management determined that we would discontinue the
production of the K-MAX® medium-to-heavy lift helicopters and TITAN UAV unmanned aerial system in 2023. In the year ended December 31, 2022, the
Company wrote off $9.1 million of contract costs associated with the TITAN UAV unmanned aerial system. Refer to Note 11, Inventories, for further
information regarding the discontinuation of the K-MAX® program.
Contract Liabilities
The increase in contract liabilities, current portion was primarily driven by advances received on the K-MAX® program and the A-10 program and the
FireBurst™ enhanced fuzing capability program. For the years ended December 31, 2023 and December 31, 2022, revenue recognized related to contract
liabilities, current portion was $3.3 million and $2.1 million, respectively.
The decrease in contract liabilities, noncurrent portion was due to the reclassification of liabilities on the FireBurst
to contract liabilities, current portion. For the years ended December 31, 2023 and December 31, 2022, the Company did not recognize revenue against
contract liabilities, noncurrent portion.
enhanced fuzing capability program
TM
89
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
9. FAIR VALUE MEASUREMENTS
Fair value is defined as the exchange price that would be received for an asset or the price paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.
The Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires us to maximize the use of
observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
•
•
•
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for markets that are not active or other inputs that
are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. This
includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The following table provides the carrying value and fair value of financial instruments that are not carried at fair value at December 31, 2023 and 2022:
2023
2022
Carrying Value
Fair Value
Carrying Value
Fair Value
In thousands
(1)
Debt
(1)
These amounts are classified within Level 2.
$
557,500 $
541,915 $
562,500 $
547,393
The above fair values were computed based on quoted market prices and discounted future cash flows (observable inputs), as applicable. Differences from
carrying values are attributable to interest rate changes subsequent to when the transactions occurred. The fair values of cash and cash equivalents, accounts
receivable, net, and accounts payable - trade approximate their carrying amounts due to the short-term maturities of these instruments. The Company's cash
and cash equivalents at December 31, 2023 and 2022 included $2.3 million and $0.1 million, respectively, of Level 1 money market funds.
Recurring Fair Value Measurements
The Company holds derivative instruments for foreign exchange contracts and interest rate swaps that are measured at fair value using observable market
inputs such as forward rates and its counterparties’ credit risks. Based on these inputs, the derivative instruments are classified within Level 2 of the
valuation hierarchy. At December 31, 2023, the interest rate swaps were included in other assets on the Company's Condensed Consolidated Balance
Sheets. At December 31, 2023 and December 31, 2022, the foreign exchange contracts were included in other current assets and other current liabilities on
the Company's Condensed Consolidated Balance Sheets. Based on the Company's continued ability to trade and enter into forward contracts and interest
rate swaps, the Company considers the markets for its fair value instruments to be active.
The Company evaluated the credit risk associated with the counterparties to these derivative instruments and determined that as of December 31, 2023,
such credit risks have not had an adverse impact on the fair value of these instruments.
90
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
10. DERIVATIVE FINANCIAL INSTRUMENTS
Cash Flow Hedges
Interest Rate Swaps
The Company's Credit Agreement contains floating rate obligations and is subject to interest rate fluctuations. At December 31, 2023, the Company had
interest rate swap agreements with a notional value of $175.0 million, for the purposes of hedging the eight quarterly variable-rate Credit Agreement
interest payments throughout 2023 and 2024. These interest rate swap agreements were designated as cash flow hedges and intended to manage interest
rate risk associated with the Company's variable-rate borrowings and minimize the impact on earnings and cash flows of interest rate fluctuations
attributable to changes in SOFR rates. These interest rate swaps were not material to the Company's financial statements as of and in the years ended
December 31, 2023 and 2022. Over the next twelve months, the income related to cash flow hedges expected to be reclassified from other comprehensive
income is $0.6 million.
Forward Exchange Contracts
The Company held forward exchange contracts designed to hedge forecasted transactions denominated in foreign currencies and to minimize the impact of
foreign currency fluctuations on the Company’s earnings and cash flows. The Company will include in earnings amounts currently included in accumulated
other comprehensive income upon recognition of cost of sales related to the underlying transaction. The Company reports expense related to these contracts
in other (income) expense, net on the Consolidated Statements of Operations.
The Company held forward exchange contracts that were not designated as hedging instruments as of December 31, 2023 and 2022. The balances
associated with the contracts and the gains or losses reported in other (income) expense, net were not material as of and for the years ended December 31,
2023, 2022 or 2021.
11. INVENTORIES
Inventories consist of the following:
In thousands
Raw materials
Contracts in process:
US Government
Commercial and other government contracts
Contracts and other work in process (including certain general stock materials)
Finished goods
Inventories
At December 31,
2023
2022
$
$
35,826 $
24,572
11,505
97,013
21,017
42,246
207,607 $
5,835
85,436
16,532
40,008
172,383
There were no amounts included in inventories associated with matters such as contract changes, negotiated settlements and claims for unanticipated
contract costs at December 31, 2023 and December 31, 2022.
91
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
11. INVENTORIES (CONTINUED)
In December 2022, the Company began a review of all businesses and programs to increase efficiencies, improve working capital management and focus
on sustainable and consistent revenue and profit generating activities. As a result of this review, the Company discontinued the production of the K-MAX®
medium-to-heavy lift helicopters and TITAN UAV unmanned aerial system in 2023. The Company will continue to support the existing K-MAX® fleet in
operation, including providing operators with repair, spare parts and fleet services, as well as training. As a result of this decision, management wrote off
$1.1 million and $44.5 million of inventory associated with these programs in the years ended December 31, 2023 and 2022. These amounts were included
in program inventory impairment on the Company's Consolidated Statements of Operations. The amount written off in 2023 was comprised of unusable
inventory, while the amount written off in 2022 was comprised of a lower of cost or net realizable value write down on three unsold aircraft and unusable
inventory. Unusable inventory included long lead parts made specifically for the production of the K-MAX® for which there are no alternative uses and
spare parts and blades that were in excess of the amounts needed to support the existing fleet. At December 31, 2023 and 2022, $18.9 million and $24.7
million, respectively, of K-MAX® inventory was included in the contracts and other work in process and finished goods portions of inventories on the
Company's Consolidated Balance Sheets. Management believes that approximately $12.1 million of the K-MAX® inventory will be sold after December
31, 2024, based upon supporting the fleet for the foreseeable future.
At December 31, 2023 and 2022, $5.5 million and $6.2 million, respectively, of SH-2G(I) inventory was included in the contracts and other work in
process portion of inventories on the Company's Consolidated Balance Sheets. Management believes that approximately $4.2 million of the SH-2G(I)
inventory will be sold after December 31, 2024. This balance represents spares requirements and inventory to be used in SH-2G programs.
12. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net is summarized as follows:
In thousands
Land
Buildings
Leasehold improvements
Machinery, office furniture and equipment
Construction in process
Total
Less accumulated depreciation
Property, plant and equipment, net
At December 31,
2023
2022
$
$
39,318 $
140,305
15,761
282,230
17,875
495,489
(290,279)
205,210 $
38,743
137,777
15,778
260,801
16,596
469,695
(268,089)
201,606
Depreciation expense was $24.5 million, $25.4 million and $26.2 million for 2023, 2022 and 2021, respectively.
Finance Leases
For the years ended December 31, 2023 and 2022, $6.9 million and $9.8 million, respectively, of assets included in machinery, office furniture and
equipment were accounted for as finance leases. At December 31, 2023 and 2022, the Company had accumulated depreciation of $2.7 million and $3.2
million, respectively, associated with these assets. Depreciation expense associated with the finance leases was $1.1 million, $0.9 million and $0.8 million
for 2023, 2022 and 2021, respectively.
92
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
13. GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Goodwill
The following table sets forth the change in the carrying amount of goodwill for the Company:
In thousands
Gross balance at beginning of period
Accumulated impairment
Net balance at beginning of period
(1)
Additions
Impairments
Foreign currency translation
Net balance at end of period
Accumulated impairment at end of period
Engineered
Products
Precision Products
Structures
Total
2023
$
$
$
363,785 $
—
363,785
1,487
—
2,656
367,928 $
41,375 $
(25,306)
16,069
—
—
—
16,069 $
66,559 $
(66,559)
—
—
—
—
— $
471,719
(91,865)
379,854
1,487
—
2,656
383,997
— $
(25,306) $
(66,559) $
(91,865)
(1)
The additions to goodwill in the year ended December 31, 2023 were attributable to the working capital adjustment for the Aircraft Wheel and Brake acquisition.
In thousands
Gross balance at beginning of period
Accumulated impairment
Net balance at beginning of period
(1)
Additions
Impairments
Foreign currency translation
(2)
Net balance at end of period
Accumulated impairment at end of period
Engineered
Products
Precision Products
Structures
Total
2022
$
$
$
199,306 $
—
199,306
169,790
—
(5,311)
363,785 $
41,375 $
—
41,375
—
(25,306)
—
16,069 $
66,559 $
(66,559)
—
—
—
—
— $
307,240
(66,559)
240,681
169,790
(25,306)
(5,311)
379,854
— $
(25,306) $
(66,559) $
(91,865)
(1)
(2)
The additions to goodwill in the year ended December 31, 2022 were attributable to the acquisition of Aircraft Wheel and Brake.
The impairment to goodwill in the year ended December 31, 2022 related to the KPP-Orlando reporting unit.
2023 Analysis
In accordance with ASC 350, the Company evaluates goodwill for possible impairment on at least an annual basis. The Company performed a qualitative
assessment for the Engineered Products reporting unit, while a quantitative assessment was performed for the Precision Products reporting unit.
The qualitative assessment performed for the Engineered Products reporting unit took into consideration the following factors: general economic
conditions, industry specific performance, changes in carrying values of the reporting unit, the assessment of assumptions used in the previous fair value
calculations and changes in transaction multiples. The results of the analysis indicated that it is more likely than not that goodwill is not impaired and this
reporting unit did not need to proceed to a quantitative assessment.
93
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
13. GOODWILL AND OTHER INTANGIBLE ASSETS, NET (CONTINUED)
Goodwill - continued
2023 Analysis - continued
The results of the quantitative analysis performed for the Precision Products reporting unit indicated that the fair value of the reporting unit exceeded its
respective carrying value. The Company performed a sensitivity analysis relative to the discount rate and growth rate selected and determined a decrease of
one percentage point in the terminal growth rate or an increase of one percentage point in the discount rate would not result in a fair value calculation less
than the carrying value for the reporting unit.
2022 Analysis
Qualitative assessments were performed for the Specialty Bearings, Bal Seal and Aircraft Wheel and Brake reporting units, which took into consideration
the following factors: general economic conditions, industry specific performance, changes in carrying values of the reporting units, the assessment of
assumptions used in the previous fair value calculations and changes in transaction multiples. The results of these analyses indicated that it is more likely
than not that goodwill is not impaired and these reporting units did not need to proceed to a quantitative assessment
The Company is required to evaluate goodwill for possible impairment testing if an event occurs or circumstances change that indicate that the fair value of
the reporting entity may be below its carrying amount. In December 2022, the Company announced it would consolidate the production of JPF fuzes to its
Middletown facility resulting in the closure of the Orlando facility in 2024 due to reduced demand as the JPF program continues to move through its life
cycle. The Company considered the reduction in demand, as well as the updated forecasts for the reporting unit, which indicated the forecasted cash flows
for the KPP-Orlando reporting unit were lower than amounts previously forecasted. Management performed a quantitative analysis on the KPP-Orlando
reporting unit using an income methodology based on management's estimates of forecasted cash flows, with those cash flows discounted to present value
using a rate commensurate with the risks associated with those cash flows. The quantitative analysis resulted in a conclusion that the fair value of the KPP-
Orlando reporting unit was $25.3 million below its carrying value; therefore, goodwill was impaired. In the year ended December 31, 2022, the Company
recorded a goodwill impairment charge of $25.3 million for the KPP-Orlando reporting unit resulting in an additional $16.1 million remaining. This
impairment charge was included in goodwill and other intangibles impairment on the Company's Statement of Operations.
In accordance with ASC 360, the Company is required to evaluate long-lived assets for possible impairment whenever events or changes in circumstances
indicate that their carrying amounts may not be recoverable. In conjunction with the reduction in JPF demand and lower forecasted cash flows, the
company evaluated the long-lived assets of the KPP-Orlando location for possible impairment. No such impairment was determined.
Other Intangible Assets
Other intangible assets consisted of:
In thousands
Customer lists / relationships
Developed technologies
Trademarks / trade names
Non-compete agreements and other
Patents
Total
At December 31,
2023
At December 31,
2022
Amortization
Period
Gross
Amount
Accumulated
Amortization
Gross
Amount
Accumulated
Amortization
6-38 years
7-20 years
15-40 years
1-15 years
2-19 years
$
$
364,227 $
45,281
16,832
17,397
602
444,339 $
(55,205) $
(21,846)
(3,850)
(15,515)
(499)
(96,915) $
363,549 $
45,028
16,681
17,336
551
443,145 $
(41,695)
(17,508)
(3,153)
(7,974)
(484)
(70,814)
94
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
13. GOODWILL AND OTHER INTANGIBLE ASSETS, NET (CONTINUED)
Other Intangible Assets - continued
Intangible asset amortization expense of $25.5 million, $15.3 million and $10.5 million in 2023, 2022 and 2021, respectively, was included in intangible
asset amortization expense on the Company's Consolidated Statements of Operations.
Estimated amortization expense for the next five years associated with intangible assets existing as of December 31, 2023 is as follows:
In thousands
2024
2025
2026
2027
2028
$
$
$
$
$
21,729
20,611
20,596
20,402
20,023
In order to determine the useful life of acquired intangible assets, the Company considers numerous factors, most importantly the industry considerations
associated with the acquired entities. The Company determines the amortization period for acquired intangible assets, such as customer relationships, based
primarily on an analysis of their historical customer sales attrition information and the period over which the assets are expected to deliver meaningful cash
flow generation in support of the fair value of the asset.
14. DEBT
Long-Term Debt
The Company has long-term debt as follows:
In thousands
Revolving credit agreement
Convertible notes
Total
Less current portion
Total excluding current portion
At December 31,
2023
2022
$
$
358,000 $
199,500
557,500
199,500
358,000 $
363,000
199,500
562,500
—
562,500
At December 31, 2023 and 2022, the current portion of long-term debt and long-term debt balances on the Company's Consolidated Balance Sheets were
net of debt issuance costs of $0.4 million and $1.4 million, respectively.
The weighted average interest rate on long-term borrowings outstanding as of December 31, 2023 and 2022 was 5.56% and 5.71%, respectively.
The aggregate annual maturities of long-term debt for each of the next five years are approximately as follows:
In thousands
2024
2025
2026
2027
2028
$
$
$
$
$
199,500
—
—
—
358,000
95
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
14. DEBT (CONTINUED)
Convertible Notes
Overview
During May 2017, the Company issued $200.0 million aggregate principal amount of convertible senior unsecured notes due May 2024 (the "2024 Notes")
pursuant to an indenture (the "Indenture"), dated May 12, 2017, between the Company and U.S. Bank National Association, as trustee. In connection
therewith, the Company entered into certain capped call transactions that cover, collectively, the number of shares of the Company's common stock
underlying the 2024 Notes.
2024 Notes
On May 12, 2017, the Company issued $175.0 million in principal amount of 2024 Notes, in a private placement offering. On May 24, 2017, the Company
issued an additional $25.0 million in principal amount of 2024 Notes pursuant to the initial purchasers' exercise of their overallotment option, resulting in
the issuance of an aggregate $200.0 million principal amount of 2024 Notes. The 2024 Notes bear 3.25% interest per annum on the principal amount,
payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2017. The 2024 Notes will mature on May 1, 2024,
unless earlier repurchased by the Company or converted. The Company will settle any conversions of the 2024 Notes in cash, shares of the Company's
common stock or a combination of cash and shares of common stock, at the Company's election.
The sale of the Distribution business in the third quarter of 2019 was deemed to be a "Fundamental Change" and a "Make-Whole Fundamental Change"
pursuant to the terms and conditions of the indenture governing the 2024 Notes. As a result, the sale triggered the right of the holders of our 2024 Notes to
require us to repurchase all of the 2024 Notes, or any portion thereof that is a multiple of $1,000 principal amount on September 27, 2019. The aggregate
principal amount of the 2024 Notes validly tendered and not validly withdrawn was $0.5 million, representing 0.25% of all outstanding notes. Holders of
such notes received the purchase price equal to 100% of the principal amount of the 2024 Notes being purchased, plus accrued and unpaid interest.
The following table illustrates the conversion rate at the date of issuance of the 2024 Notes:
2024 Notes
Conversion Rate per $1,000 principal amount
Conversion Price
Contingent Conversion Price
Aggregate shares to be issued upon conversion
(2)
(1)
(4)
(3)
$
$
15.3227
65.2626
84.8413
3,056,879
(1)
(2)
(3)
(4)
Represents the number of shares of Common Stock hypothetically issuable per each $1,000 principal amount of 2024 Notes, subject to adjustments upon the occurrence
of certain specified events in accordance with the terms of the Indenture.
Represents $1,000 divided by the conversion rate as of such date. The conversion price reflects the strike price of the embedded option within the 2024 Notes. If the
Company's share price exceeds the conversion price at conversion, the noteholders would be entitled to receive additional consideration either in cash, shares or a
combination thereof, the form of which is at the sole discretion of the Company.
Prior to November 1, 2023, the notes were convertible only in the following circumstances: (1) during any fiscal quarter commencing after July 1, 2017, and only during
any such fiscal quarter, if the last reported sale price of the Company's common stock was greater than or equal to 130% of the applicable conversion price for at least 20
trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal
quarter, (2) during the five consecutive business day period following any ten consecutive trading day period (the "measurement period") in which the trading price per
$1,000 principal amount of 2024 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's
common stock and the conversion rate on each such trading day or (3) upon the occurrence of specified corporate events. On or after November 1, 2023, until the close of
business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing
circumstances. If the Company undergoes a fundamental change (as defined in the Indenture), holders of the notes may require the Company to repurchase all or a portion
of their notes for cash at a repurchase price equal to 100% of the principal amount to be repurchased, plus any accrued and unpaid interest. As of December 31, 2023,
none of the conditions permitting the holders of the 2024 Notes to convert had been met.
This represents the number of shares hypothetically issuable upon conversion of 100% of the outstanding aggregate principal amount of the 2024 Notes at each date;
however, the terms of the 2024 Notes state that the Company may pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of
cash and shares of common stock, at the Company's election. The Company will settle the Convertible notes with cash using available borrowing capacity under our
Credit Agreement.
96
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
14. DEBT (CONTINUED)
Convertible Notes - continued
2024 Notes - continued
In connection with the 2024 Notes offering, the Company entered into capped call transactions with certain of the initial purchasers or their respective
affiliates. These transactions are intended to reduce the potential dilution to the Company's shareholders and/or offset the cash payments the Company is
required to make in excess of the principal amount upon any future conversion of the notes in the event that the market price per share of the Company's
common stock is greater than the strike price of the capped call transactions, with such reduction and/or offset subject to a cap based on the cap price of the
capped call transactions. Under the terms of the capped call transactions, the strike price ($65.2626) and the cap price ($88.7570) are each subject to
adjustment in certain circumstances. In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their
respective affiliates entered into various derivative transactions with respect to the Company’s common stock concurrently with or shortly after the pricing
of the notes. The capped call transactions, which cost an aggregate $20.5 million, were recorded as a reduction of additional paid-in capital.
ASC Topic 815 - Derivatives and Hedging ("ASC 815") provides that contracts are initially classified as equity if (1) the contract requires physical
settlement or net-share settlement, or (2) the contract gives the company a choice of net-cash settlement or settlement in its own shares (physical settlement
or net-share settlement). The settlement terms of our capped call transactions require net-share settlement. Based on the guidance in ASC 815, the capped
call transactions were recorded as a reduction of equity as of the trade date. ASC 815 states that a reporting entity shall not consider contracts to be
derivative instruments if the contract issued or held by the reporting entity is both indexed to its own stock and classified in shareholders' equity in its
balance sheet. The Company concluded the capped call transactions should be accounted for in shareholders' equity and are, therefore, not to be considered
a derivative instrument.
At issuance, ASC 470-20 - Debt with Conversion and Other Options (“ASC 470-20”) clarified the accounting for convertible debt instruments that may be
settled in cash upon conversion, including partial cash settlement. ASC 470-20 specified that an issuer of such instruments should separately account for
the liability and equity components of the instruments in a manner that reflects the issuer's non-convertible debt borrowing rate which interest costs are to
be recognized in subsequent periods. The note payable principal balance for the 2024 Notes at the date of issuance of $200.0 million was bifurcated into the
debt component of $179.5 million and the equity component of $20.5 million. The difference between the note payable principal balance and the fair value
of the debt component representing the debt discount was being accreted to interest expense over the term of the 2024 Notes. The fair value of the debt
component was recognized using a 5.0% discount rate, representing the Company's borrowing rate at the date of issuance for a similar debt instrument
without a conversion feature with an expected life of seven years. At January 1, 2022, the Company adopted ASU 2020-06, which removed certain
separation models between a debt component and equity component for certain convertible instruments. As a result, the convertible notes balance consists
solely of a debt component as of the adoption.
The Company incurred $7.4 million of debt issuance costs in connection with the sale of the 2024 Notes, which was allocated between the debt and equity
components of the instrument at issuance. Of the total amount, $0.7 million was recorded as an offset to additional paid-in capital. The balance, $6.7
million, was recorded as a contra-debt balance and was being amortized over the term of the 2024 Notes. As a result of the adoption of ASU 2020-06, the
amount recorded to additional paid-in capital was reclassified to retained earnings in the cumulative effect adjustment recorded on January 1, 2022. The
remaining balance of debt issuance costs is being amortized over the term of the convertible notes. Total amortization expense for the years ended
December 31, 2023, 2022 and 2021 was $1.1 million, $1.0 million and $1.1 million.
Because the embedded conversion option is indexed to the Company’s own stock and would be classified in shareholders’ equity, it does not meet the
criterion under ASC 815 that would require separate accounting as a derivative instrument.
As of December 31, 2023, the "if converted value" did not exceed the principal amount of the 2024 Notes since the closing sales price of the Company's
common stock was less than the conversion price of the 2024 Notes.
97
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
14. DEBT (CONTINUED)
Convertible Notes - continued
2024 Notes - continued
Interest expense associated with the 2024 Notes consisted of the following:
In thousands
Contractual coupon rate of interest
Accretion of convertible notes discount
(1)
Interest expense - convertible notes
For the year ended December 31,
2022
2021
2023
$
$
6,484 $
—
6,484 $
6,484 $
—
6,484 $
6,484
2,957
9,441
(1)
In accordance with ASU 2020-06, entities that previously required separate accounting for conversion features will report less interest expense as those conversion
features were recorded as debt discounts which were amortized over the term of the debt.
Revolving Credit Agreement
On June 21, 2023 (the "Closing Date"), the Company closed an amended and restated $740.0 million Credit Agreement (the "Credit Agreement") with
JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral Agent. The Credit Agreement amends and restates the Company's previously
existing credit facility in its entirety to, among other things: (i) extend the maturity date to June 21, 2028; (ii) reduce the aggregate amount of revolving
commitments from $800.0 million to $740.0 million; (iii) modify the financial covenants set forth in Article 6 of the previously existing credit facility; and
(iv)
effectuate certain additional modifications set forth in the previously existing facility, including its pricing. Capitalized terms used but not defined within
this discussion of the Credit Agreement have the meanings ascribed thereto in the Credit Agreement, which, as amended, is included as Exhibit 10.42 of
this Annual Report on Form 10-K.
The financial covenants associated with the Credit Agreement require that (i) the Consolidated Total Net Leverage Ratio, as defined by the Credit
Agreement, cannot be greater than 5.00 to 1.00 for any quarter ending on or after the Closing Date through September 28, 2023, 4.75 to 1.00 for each
quarter ending thereafter through September 26, 2024, and 4.50 to 1.00 for each quarter ending thereafter through September 25, 2025 and 4.00 to 1.00 for
each quarter thereafter. The Company may elect to increase the Consolidated Total Net Leverage Ratio by 0.50 to 1.00 if the Company consummates a
Material Permitted Investment, which shall not exceed 5.00 to 1.00 for each of the four consecutive quarters that included the fiscal quarter in which the
Material Permitted Investment is consummated. As of December 31, 2023, the Consolidated Total Net Leverage Ratio was 4.00, as calculated in
accordance with the Credit Agreement.
In addition to the Consolidated Total Net Leverage Ratio, as defined in the Credit Agreement and discussed above, the financial covenants associated with
the Credit Agreement also include a requirement that (i) the Interest Coverage Ratio cannot be less than 3.00 to 1.00; and (ii) Liquidity cannot be less than
(a) an amount equal to 50% of the aggregate principal amount of the Convertible Notes as of the last day of the third quarter of 2023 and (b) an amount
equal to 100% of the aggregate principal of the 2024 Convertible Notes in the fourth quarter of 2023 and the first quarter of 2024. The Company was in
compliance with these financial covenants as of and for the quarter ended December 31, 2023, and management does not anticipate noncompliance in the
foreseeable future.
98
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
14. DEBT (CONTINUED)
Revolving Credit Agreement - continued
The following table shows the amounts available for borrowing under the Company's revolving credit facility:
In thousands
Total facility
Amounts outstanding, excluding letters of credit
Amounts available for borrowing, excluding letters of credit
Letters of credit under the credit facility
(1)(2)
Amounts available for borrowing
Amounts available for borrowing subject to EBITDA, as defined by the Credit Agreement
(3)
At December 31,
2023
2022
$
$
$
740,000 $
358,000
382,000
62,798
319,202 $
800,000
363,000
437,000
51,630
385,370
104,325 $
196,256
(1)
The Company has entered into standby letters of credit issued on the Company's behalf by financial institutions, and directly issued guarantees to third parties primarily
related to advances received from customers and the guarantee of future performance on certain contracts. Letters of credit generally are available for draw down in the
event the Company does not perform its obligations, but are not included in the calculation of available for borrowing subject to EBITDA, as defined by the Credit
Agreement.
(2)
Of these amounts, $57.4 million and $46.1 million letters of credit relate to a certain JPF DCS contract in 2023 and 2022, respectively.
The Company's Convertible Notes will mature in 2024. The Company will settle the Convertible notes with cash using available borrowing capacity under our Credit
Agreement. With the extension of the Credit Agreement, the Company maintained sufficient capacity to use proceeds from this facility to repay the Convertible Notes. The
amounts available for borrowing subject to EBITDA represents amounts available for borrowing after considering the Company's total debt obligations including its Credit
Agreement and Convertible Notes.
(3)
Debt issuance costs in connection with the Credit Agreement have been capitalized. The Company incurred $4.8 million of debt issuance costs in
connection with the amendment of the Credit Agreement in 2023, which are being amortized over the term of the agreement with the debt issuance costs
associated with the previous existing credit facility for the lenders that remained in the Credit Agreement. In the second quarter of 2023, the Company
recorded a write-off of debt issuance costs of $0.6 million
related to lenders that are no longer participating in the Credit Agreement. Total amortization expense for the years ended December 31, 2023, 2022 and
2021 was $2.0 million, $1.8 million and $0.7 million, respectively.
Interest rates on amounts outstanding under the Credit Agreement are variable based on the Secured Overnight Financing Rate ("SOFR"). At December 31,
2023, the interest rate was 7.23%. In addition, the Company is required to pay a quarterly commitment fee on the unused revolving loan commitment
amount at a rate ranging from 0.200% to 0.350% per annum, based on the Senior Secured Net Leverage Ratio. Fees for outstanding letters of credit range
from 1.375% to 2.250%, based on the Senior Secured Net Leverage Ratio. At December 31, 2023 and December 31, 2022, there was $358.0 million and
$363.0 million, respectively, outstanding on the revolving credit facility. At December 31, 2022, the interest rate was 7.07%.
Interest Payments
Cash payments for interest were $35.6 million, $15.3 million and $11.5 million in 2023, 2022 and 2021, respectively.
99
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
15. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The components of accumulated other comprehensive income (loss) are shown below:
In thousands
Foreign currency translation and other:
Beginning balance
Net gain (loss) on foreign currency translation
Other comprehensive income (loss), net of tax
Ending balance
Pension and other post-retirement benefits
Beginning balance
(1)
:
Reclassification to net income
Amortization of net loss, net of tax expense of $1,761 and $999, respectively
Change in net gain (loss), net of tax expense (benefit) of $1,482 and $(11,889), respectively
Other comprehensive income (loss), net of tax
Ending balance
Derivative instruments:
Beginning balance
Gain on derivative instruments, net of tax expense of $495 and $0, respectively
Reclassification to net income, net of tax benefit of $(346) and $0, respectively
Other comprehensive income (loss), net of tax
Ending balance
Total accumulated other comprehensive loss
2023
2022
(2,071) $
5,415
5,415
3,344 $
8,765
(10,836)
(10,836)
(2,071)
(156,350) $
(120,157)
5,932
4,990
10,922
(145,428) $
3,320
(39,513)
(36,193)
(156,350)
— $
1,665
(1,165)
500
500 $
7
—
(7)
(7)
—
(141,584) $
(158,421)
$
$
$
$
$
$
$
(1)
These accumulated other comprehensive income components are included in the computation of net periodic pension cost.
16. INCOME TAXES
The components of income tax expense (benefit) are as follows:
In thousands
Current:
Federal
State
Foreign
Deferred:
Federal
State
Foreign
Income tax expense (benefit)
For the year ended December 31,
2022
2023
2021
$
$
2,930 $
728
189
3,847
(4,020)
1,097
1,814
(1,109)
2,738 $
1,942 $
(761)
441
1,622
(15,655)
(3,347)
20
(18,982)
(17,360) $
(5,614)
1,061
266
(4,287)
17,533
2,526
1,059
21,118
16,831
100
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
16. INCOME TAXES (CONTINUED)
The provision for income taxes differs from that computed at the federal statutory corporate tax rate as follows:
In thousands
Federal tax at 21% statutory rate
State income taxes, net of federal benefit
Tax effect:
Research and development credits
Impact of entity classification election
Foreign derived intangible income benefit
Foreign losses for which no tax benefit has been recorded
Change in valuation allowance
Equity compensation benefit
Nondeductible compensation
Cash surrender value of life insurance
Deferred tax adjustments
Federal benefit of NOL Carryback
Foreign rate differential
Unrecognized tax benefits
Other, net
Income tax expense (benefit)
For the year ended December 31,
2022
2021
2023
2,244 $
720
(1,570)
—
—
—
367
695
615
(408)
330
(253)
815
(1,094)
277
2,738 $
(13,830) $
(3,175)
(1,550)
—
(158)
38
(94)
236
1,320
164
(83)
—
138
(86)
(280)
(17,360) $
12,706
1,459
(1,995)
894
(494)
308
2,697
77
1,372
(329)
—
—
(110)
47
199
16,831
$
$
The 2023 effective tax rate includes a charge in the amount of $0.6 million for nondeductible compensation and $0.7 million for equity compensation.
Additionally, the Company recognized benefits relating to federal research and development credits in the amount of $1.6 million and the reversal of
unrecognized tax benefits in the amount of $1.1 million.
The 2022 effective tax rate includes a charge in the amount of $1.3 million, for nondeductible compensation, with a portion relating to post termination
payments and benefits of former executive officers. Additionally, the Company recognized benefits relating to federal research and development credits in
the amount of $1.6 million.
The 2021 effective tax rate includes a charge to record additional valuation allowances relating to the Company’s foreign and state tax loss carryforwards in
the amount of $1.5 million and $1.2 million, respectively. The Company also incurred a charge
in the amount of $1.4 million, primarily attributable to nondeductible compensation relating to post termination payments and benefits of former executive
officers. Additionally, the Company recognized benefits relating to federal research and development credits in the amount of $2.0 million.
In 2023, income tax refunds exceeded cash paid for income taxes by $8.8 million, primarily due to a federal net operating loss carryback claim. Cash
payments for income taxes, net of refunds, were $2.7 million and $4.7 million in 2022 and 2021, respectively.
101
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
16. INCOME TAXES (CONTINUED)
The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below:
In thousands
Deferred tax assets:
Deferred employee benefits
Tax loss and credit carryforwards
Contract accounting differences
Inventory
Capitalized research and development costs
Other items
Total deferred tax assets
Deferred tax liabilities:
Property, plant and equipment
Intangibles
Other items
Total deferred tax liabilities
Net deferred tax assets before valuation allowance
Valuation allowance
Net deferred tax assets after valuation allowance
At December 31,
2023
2022
$
$
22,323 $
21,728
5,117
10,216
8,699
7,335
75,418
(11,789)
(20,519)
—
(32,308)
43,110
(4,276)
38,834 $
25,763
17,049
4,079
12,069
5,385
7,944
72,289
(10,714)
(15,201)
(43)
(25,958)
46,331
(5,025)
41,306
As of December 31, 2023, the Company had foreign tax loss carryforwards of $1.7 million, federal and state tax loss carryforwards of $15.9 million and
state credit carryforwards of $4.1 million. Tax loss and credit carryforwards associated with approximately $13.2 million of deferred tax assets have no
expiration period. The remainders of the loss and credit carryforwards will expire between 2024 and 2043.
As of December 31, 2022, the Company had foreign tax loss carryforwards of $4.5 million, federal and state tax loss carryforwards of $8.9 million and
state credit carryforwards of $3.6 million. Tax loss and credit carryforwards associated with approximately $9.4 million of deferred tax assets have no
expiration period. The remainders of the loss and credit carryforwards will expire between 2023 and 2040.
A valuation allowance is required to be established unless management determines it is more likely than not that the Company will ultimately utilize the tax
benefit associated with a deferred tax asset. At December 31, 2023, the Company has foreign valuation allowances of $0.7 million, and federal and state
valuation allowances of $3.6 million.
Management will continue to evaluate the appropriate level of valuation allowance on all deferred tax assets considering such factors as prior earnings
history, expected future earnings, carryback and carryforward periods, and tax and business strategies that could potentially enhance the likelihood of
realization of the deferred tax assets.
Pre-tax amounts from foreign operations amounted to losses of $1.5 million in 2023, income of $2.0 million in 2022, and losses of $1.5 million in 2021.
The Tax Cuts and Jobs Act required the Company to effectively recognize all foreign earnings in U.S. taxable income in the year ended December 31,
2017. Due to this provision and foreign losses incurred in prior years, there were no accumulated earnings in foreign subsidiaries for which U.S income
taxes were required to be provided in 2023.
The Company records a benefit for uncertain tax positions in the financial statements only when it determines it is more likely than not that such a position
will be sustained upon examination by taxing authorities. Unrecognized tax benefits represent the difference between the position taken and the benefit
reflected in the financial statements.
102
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
16. INCOME TAXES (CONTINUED)
The change in the unrecognized tax benefits liability for 2023, 2022 and 2021 is explained as follows:
In thousands
Balance at January 1
Additions based on current year tax positions
Changes for tax positions of prior years
Settlements
Lapse of statute of limitations
Balance at December 31
(1)
(1)
Including interest and penalties of $0.5 million per year in 2023, 2022 and 2021.
2023
2022
2021
$
$
3,455 $
14
172
(167)
(1,287)
2,187 $
3,592 $
—
211
(67)
(281)
3,455 $
3,612
32
(52)
—
—
3,592
Included in unrecognized tax benefits at December 31, 2023, were items approximating $1.7 million that, if recognized, would favorably affect the
Company’s effective tax rate in future periods. The Company files tax returns in numerous U.S. and foreign jurisdictions, with returns subject to
examination for varying periods, but generally back to and including 2016. During 2023, 2022 and 2021, $0.1 million or less of interest and penalties was
recognized each year as a component of income tax expense. It is the Company’s policy to record interest and penalties on unrecognized tax benefits as
income taxes. The Company does not anticipate any significant increases or decreases to unrecognized tax benefits during the next twelve months.
17. PENSION PLANS
The Company has a non-contributory qualified defined benefit pension plan (the “Qualified Pension Plan”). On February 23, 2010, the Company’s Board
of Directors approved an amendment to the Qualified Pension Plan that, among other things, closed the Qualified Pension Plan to all new hires on or after
March 1, 2010, and stipulated that years of service would continue to be added for purposes of the benefit calculations only through December 31, 2015,
with no further accrual of benefits for service thereafter. As a result, effective December 31, 2015, the qualified pension plan was frozen with respect to
future benefit accruals. The measurement date for this plan is December 31.
The Company also has a Supplemental Employees’ Retirement Plan (“SERP”), which is considered a non-qualified pension plan. The SERP provides
certain key executives, whose compensation is in excess of the limitations imposed by federal law on the qualified defined benefit pension plan, with
supplemental benefits based upon eligible earnings, years of service and age at retirement. During 2010, the Company's Board of Directors also approved
an amendment to the SERP that made changes consistent with the pension plan amendment. The Board's Compensation Committee and the Board have not
approved any new participants to the SERP since February 28, 2010, and do not intend to do so at any time in the future. The measurement date for this
plan is December 31.
103
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
17. PENSION PLANS (CONTINUED)
Obligations and Funded Status
The changes in the actuarial present value of the projected benefit obligation and fair value of plan assets are as follows:
In thousands
Projected benefit obligation at beginning of year
Service cost
Interest cost
Actuarial liability loss (gain)
Benefit payments
(1)
Projected benefit obligation at end of year
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contributions
Benefit payments
Fair value of plan assets at end of year
Funded status at end of year
Accumulated benefit obligation
For the year ended December 31,
Qualified Pension Plan
2022
2023
SERP
2023
2022
$
$
$
$
$
$
596,951 $
5,782
29,183
11,973
(44,801)
599,088 $
544,642 $
56,979
—
(44,801)
556,820 $
(42,268) $
599,088 $
785,795 $
3,363
17,198
(169,342)
(40,063)
596,951 $
764,009 $
(179,304)
—
(40,063)
544,642 $
(52,309) $
596,951 $
3,832 $
—
177
240
(534)
3,715 $
— $
—
534
(534)
— $
(3,715) $
3,715 $
5,017
—
86
(737)
(534)
3,832
—
—
534
(534)
—
(3,832)
3,832
(1)
The actuarial liability (gain) loss amount for the qualified pension plan for 2023 and 2022 was principally due to the effect of changes in the discount rate.
The Company has recorded liabilities related to our qualified pension plan and SERP as follows:
In thousands
Current liabilities
Noncurrent liabilities
(1)
Total
At December 31,
Qualified Pension Plan
2022
2023
SERP
2023
2022
$
$
— $
(42,268)
(42,268) $
— $
(52,309)
(52,309) $
(518) $
(3,197)
(3,715) $
(520)
(3,312)
(3,832)
(1)
The SERP current liabilities are included in other current liabilities on the Consolidated Balance Sheets.
The following table presents amounts included in accumulated other comprehensive income on the Consolidated Balance Sheets that will be recognized as
components of pension cost in future periods.
In thousands
Unrecognized loss (gain)
Amount included in accumulated other comprehensive income
At December 31,
Qualified Pension Plan
2022
2023
SERP
2023
2022
$
$
192,490 $
192,490 $
206,896 $
206,896 $
173 $
173 $
(68)
(68)
104
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
17. PENSION PLANS (CONTINUED)
Obligations and Funded Status - continued
The pension plan net periodic benefit costs on the Consolidated Statements of Operations and other amounts recognized in other comprehensive income
(loss) on the Consolidated Statements of Comprehensive Income and Consolidated Statements of Shareholders’ Equity were computed using the projected
unit credit actuarial cost method and included the following components:
For the year ended December 31,
Qualified Pension Plan
2022
2023
2021
2023
SERP
2022
2021
In thousands
Service cost for benefits earned during the
year
Interest cost on projected benefit obligation
Expected return on plan assets
Recognized net loss
Additional amount recognized due to
curtailment/settlement
Net pension benefit (income) cost
Change in net (loss) or gain
Amortization of net loss
Total recognized in other comprehensive
(loss) income
Total recognized in net periodic benefit
cost and other comprehensive (income)
loss
$
$
$
$
5,782 $
3,363 $
1,301 $
29,183
(38,293)
7,693
—
4,365 $
(6,713)
(7,693)
17,198
(42,177)
4,258
—
(17,358) $
52,139
(4,258)
14,165
(45,177)
4,444
—
(25,267) $
(8,113)
(4,444)
— $
177
—
—
—
177 $
241
—
— $
86
—
61
—
147 $
(737)
(61)
(14,406) $
47,881 $
(12,557) $
241 $
(798) $
—
63
—
65
211
339
(274)
(65)
(339)
(10,041) $
30,523 $
(37,824) $
418 $
(651) $
—
The following tables show the amount of the contributions made to the Qualified Pension Plan and SERP during each period and the amount of
contributions the Company expects to make during 2024:
In thousands
Contributions
In thousands
Expected contributions during 2024
Qualified Pension Plan
SERP
2023
2022
2023
2022
$
— $
— $
534 $
534
Qualified Pension
Plan
SERP
$
— $
518
105
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
17. PENSION PLANS (CONTINUED)
Obligations and Funded Status - continued
Expected future benefit payments are as follows:
In thousands
2024
2025
2026
2027
2028
2029-2033
Qualified
Pension Plan
SERP
$
$
$
$
$
$
44,581 $
45,263 $
45,842 $
46,056 $
45,881 $
221,025 $
518
482
447
411
376
1,413
Mortality is a key assumption in developing actuarial estimates, and therefore could significantly impact the valuation of the Company's obligations under
the qualified pension plan and SERP. The Company reviewed the mortality data and based on the size and demographics of the plan's participant
population, the Company determined the Pri-2012 Blue Collar with Scale MP-2021 mortality table was the most appropriate assumption.
The Company uses the Financial Times Stock Exchange ("FTSE") Pension Discount Curve, as it is deemed to be the most appropriate basis for generating
the Company's discount rate assumption, as the future cash flows of the plan are most closely aligned to the Above Median Double-A Curve. The discount
rates used in determining benefit obligations of the pension plans are as follows:
Discount rate
At December 31,
Qualified Pension Plan
2022
2023
SERP
2023
2022
4.97 %
5.19 %
4.83 %
5.04 %
The actuarial assumptions used in determining the net periodic benefit cost of the pension plans are as follows:
Discount rate
Expected return on plan assets
Average rate of increase in compensation levels
Other
For the year ended December 31,
Qualified Pension Plan
SERP
2023
2022
2023
2022
5.19 %
7.40 %
N/A
2.71 %
5.70 %
N/A
5.04 %
N/A
N/A
2.33 %
N/A
N/A
The Company utilizes a "spot rate approach" in the calculation of pension interest and service cost. The spot rate approach applies separate discount rates
for each projected benefit payment in the calculation of pension interest and service cost.
Qualified Pension Plan Assets
The expected return on plan assets rate was determined based upon historical returns adjusted for estimated future market fluctuations. For 2023 and 2022,
the expected rate of return on plan assets was 7.4% and 5.7%, respectively. During 2023, the actual return on pension plan assets, net of direct expenses,
was 11.2%.
106
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
17. PENSION PLANS (CONTINUED)
Qualified Pension Plan Assets - continued
Plan assets are invested in a diversified portfolio consisting of equity and fixed income securities. The investment goals for pension plan assets are to
improve and/or maintain the Plan’s funded status by generating long-term asset returns that exceed the rate of growth of the Plan’s liabilities. The Plan
invests assets in a manner that seeks to (a) maximize return within reasonable and prudent levels of risk of loss of funded status; and (b) maintain sufficient
liquidity to meet benefit payment obligations and other periodic cash flow requirements on a timely basis. The return generation/liability matching asset
allocation ratio was 40.3%/59.7% at December 31, 2023. As the plan’s funded status changes, the Pension Administrative Committee (the management
committee that is responsible for plan administration) will act through an immediate or gradual process, as appropriate, to reallocate assets.
Under the current investment policy, no Investment Manager may invest in investments deemed illiquid by the Investment Manager at the time of purchase,
development programs, real estate, mortgages or private equities or securities of Kaman Corporation without prior written authorization from the Pension
Administrative Committee. In addition, with the exception of USG securities, managers’ holdings in the securities of any one issuer, at the time of
purchase, may not exceed 7.5% of the total market value of that manager’s account.
The pension plan assets are valued at fair value. The following is a description of the valuation methodologies used for the investments measured at fair
value, including the general classification of such instruments pursuant to the valuation hierarchy.
Short-term Investments – This investment category consists of cash and cash equivalents and futures and options contracts. Cash and cash equivalents are
comprised of investments with maturities of three months or less when purchased, including certain short-term fixed-income securities, and are classified as
Level 1 investments. Futures contracts and options contracts requiring the investment managers to receive from or pay to the broker an amount of cash
equal to daily fluctuations are included in short-term investments and are classified as Level 2 investments.
Corporate Stock – This investment category consists primarily of domestic common stock issued by U.S. corporations. Common shares are traded
actively on exchanges and price quotes for these shares are readily available. Holdings of corporate stock are classified as Level 1 investments.
Mutual Funds – Mutual funds are traded actively on public exchanges. The share prices for these mutual funds are published at the close of each business
day. Holdings of mutual funds are classified as Level 1 investments.
Common Trust Funds – Common trust funds are comprised of shares or units in commingled funds that are not publicly traded. The values of the
commingled funds are not publicly quoted and must trade through a broker. For equity and fixed-income commingled funds traded through a broker, the
fund administrator values the fund using the net asset value (“NAV”) per fund share, derived from the value of the underlying assets. The underlying assets
in these funds (equity securities, fixed income securities and commodity-related securities) are publicly traded on exchanges and price quotes for the assets
held by these funds are readily available. Holdings of common trust funds are not subject to leveling. In accordance with ASU 2015-07, Fair Value
Measurement (Topic 820), certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have
not been classified in the fair value hierarchy. The fair value amounts presented are intended to permit reconciliation of the fair value hierarchy to the
amounts presented for the total pension plan assets.
Fixed Income Securities - For fixed income securities, multiple prices and price types are obtained from pricing vendors whenever possible, which
enables cross-provider validations. A primary price source is identified based on asset type, class or issue for each security. The fair values of fixed income
securities are based on evaluated prices that reflect observable market information, such as actual trade information of similar securities, adjusted for
observable differences, and are categorized as Level 2. These securities are primarily investment grade securities.
107
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
17. PENSION PLANS (CONTINUED)
Qualified Pension Plan Assets - continued
The fair values of the Company’s qualified pension plan assets at December 31, 2023 and 2022, are as follows:
Total Carrying
Value at
December 31,
2023
Quoted prices in
active markets
(Level 1)
Significant other
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
Not subject to
leveling
In thousands
Short-term investments:
Cash and cash equivalents
Futures contracts - assets
Fixed income securities
Mutual funds
Common trust funds
Corporate stock
Subtotal
Accrued income/expense
Total
In thousands
Short term investments:
Cash and cash equivalents
Futures contracts - assets
Futures contracts - liabilities
Fixed income securities
Mutual funds
Common trust funds
Corporate stock
Subtotal
Accrued income/expense
Total
$
$
$
$
$
$
10,029 $
4,841
267,183
73,073
174,026
24,739
553,891 $
2,929
556,820 $
10,029 $
—
—
73,073
—
24,739
107,841 $
93
107,934 $
— $
4,841
267,183
—
—
—
272,024 $
2,836
274,860 $
— $
—
—
—
—
—
— $
—
— $
—
—
—
—
174,026
—
174,026
—
174,026
Total Carrying
Value at
December 31,
2022
Quoted prices in
active markets
(Level 1)
Significant other
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
Not subject to
leveling
14,168 $
145
(1,283)
251,317
73,042
177,894
26,450
541,733 $
2,909
544,642 $
14,168 $
—
—
—
73,042
—
26,450
113,660 $
107
113,767 $
— $
145
(1,283)
251,317
—
—
—
250,179 $
2,802
252,981 $
— $
—
—
—
—
—
—
— $
—
— $
—
—
—
—
—
177,894
—
177,894
—
177,894
Derivatives are primarily used to manage risk and gain asset class exposure while still maintaining liquidity. Derivative instruments mainly consist of
equity futures and interest rate futures.
Other Plans
The Company also maintains a Defined Contribution Plan that has been adopted by most of its U.S. subsidiaries. Employees of the adopting employers
who meet the eligibility requirements of the plan may participate. Employer matching contributions are made to the plan based on a percentage of each
participant’s pre-tax contribution. For each dollar that a participant contributes, up to 5% of compensation, participating subsidiaries make employer
contributions of one dollar. Employer contributions to the plan totaled $6.7 million, $6.4 million and $6.1 million in 2023, 2022 and 2021, respectively.
One of the Company's foreign subsidiaries maintains a defined benefit plan of its own for its local employees. The net pension liability associated with this
plan was not material as of December 31, 2023 and 2022.
108
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
18. OTHER LONG-TERM LIABILITIES
Other long-term liabilities consist of the following:
In thousands
Supplemental employees' retirement plan ("SERP")
Deferred compensation
Noncurrent income taxes payable
Environmental remediation liability
Finance leases
Other
Total other long-term liabilities
At December 31,
2023
2022
$
$
3,197 $
19,111
2,187
5,478
832
500
31,305 $
3,306
19,237
3,288
5,376
2,002
3,071
36,280
The Company maintains a non-qualified deferred compensation plan for certain of its employees as well as a non-qualified deferred compensation plan for
its Board of Directors. Generally, participants in these plans have the ability to defer a certain amount of their compensation, as defined in the agreement.
The deferred compensation liability will be paid out either upon retirement or as requested based upon certain terms in the agreements and in accordance
with Internal Revenue Code Section 409A.
19. COMMITMENTS AND CONTINGENCIES
Asset Retirement Obligations
The Company has unrecorded Asset Retirement Obligation’s (“AROs”) that are conditional upon certain events. These AROs generally include the
removal and disposition of non-friable asbestos. The Company has not recorded a liability for these conditional AROs at December 31, 2023, because the
Company does not currently believe there is a reasonable basis for estimating a date or range of dates for major renovation or demolition of these facilities.
In reaching this conclusion, the Company considered the historical performance of each facility and has taken into account factors such as planned
maintenance, asset replacements and upgrades, which, if conducted as in the past, can extend the physical lives of the facilities indefinitely. The Company
also considered the possibility of changes in technology and risk of obsolescence in arriving at its conclusion.
The Company currently leases various properties under leases that give the lessor the right to make the determination as to whether the lessee must return
the premises to their original condition, except for normal wear and tear. The Company does not normally make substantial modifications to leased
property, and many of the Company's leases either require lessor approval of planned improvements or transfer ownership of such improvements to the
lessor at the termination of the lease. Historically the Company has not incurred significant costs to return leased premises to their original condition.
Environmental Costs
The following table displays the activity and balances associated with accruals related to environmental costs included in other current liabilities and other
long-term liabilities:
In thousands
Balance at January 1
Net additions to accrual
Payments
Balance at December 31
2023
2022
$
$
5,836 $
335
(186)
5,985 $
5,958
382
(504)
5,836
109
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
19. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Environmental Costs - continued
Moosup
In 2014, the Company sold its former manufacturing facility in Moosup, Connecticut, to TD Development, LLC ("TD"). Although TD assumed contractual
and statutory responsibility for the environmental investigation and remediation work required at this site (subject to a cost-sharing arrangement with the
Company), the Company may be liable for the full cost of the investigation, remediation and abatement of the site as a result of TD’s failure to perform its
contractual and statutory obligations. In September 2021, TD’s principal filed for personal bankruptcy protection, and during the course of that bankruptcy
proceeding, the Company has learned that neither TD nor its principal is expected to have the means to undertake the investigation, remediation and
abatement of the site. The Company has filed an objection to the issuance of a discharge in the bankruptcy proceeding. In the first quarter of 2024, the
Company signed a settlement agreement with TD and related parties, which provided the Company access to its former facility to update the environmental
condition assessment of the property and remaining remediation efforts required, formalize the Company's oversight of the investigation and remediation
activities with the Connecticut Department of Energy and Environmental Protection ("CTDEEP") and enables such investigation and remediation to be
performed to commercial/industrial standard rather than the more stringent residential standard. Under this settlement agreement, the Company will
undertake the investigation, remediation and abatement of the site, with a modest contribution from TD’s principal. The Company has engaged an
environmental consultant to gather the appropriate data to calculate a range for the potential environmental obligation, but is currently unable to estimate
the costs that are likely to be incurred in connection with these environmental investigation and remediation activities. At December 31, 2023, the
Company had $3.1 million accrued for these environmental investigation and remediation activities which reflects the unused funds returned to the
Company when TD ceased performing its environmental investigation and remediation efforts. There can be no assurance that this matter would not have
an adverse impact on our business, financial condition, results of operation and/or cash flows.
Bloomfield
In August 2008, the Company completed its purchase of the portion of the Bloomfield campus that Kaman Aerospace Corporation had leased from Naval
Air Systems Command ("NAVAIR") for many years. In connection with the purchase, the Company has assumed responsibility for environmental
investigation and remediation at the facility as may be required under the Connecticut Transfer Act (the “Transfer Act”) and other environmental laws and
it continues the effort to define the scope of the remediation that will be required by the CTDEEP. The transaction was recorded by taking the undiscounted
estimated remediation liability of $20.8 million and discounting it at a rate of 8% to its present value. The fair value of the Navy Property asset, which at
that time approximated the discounted present value of the assumed environmental liability of $10.3 million, is included in property, plant and equipment,
net. This investigation and remediation process will take many years to complete. The total amount paid to date in connection with these environmental
investigation and remediation activities is $15.5 million. At December 31, 2023, the Company had $2.3 million accrued for these environmental
investigation and remediation activities. A portion ($0.4 million) of the accrual related to this property is included in other current liabilities, and the
balance is included in other long-term liabilities. Although it is reasonably possible that additional costs will be paid in connection with the resolution of
this matter, the Company is unable to estimate the amount of such additional costs, if any, at this time.
The following represents estimated future payments for the undiscounted environmental investigation and remediation liability related to the Bloomfield
campus as of December 31, 2023:
In thousands
2024
2025
2026
2027
2028
Thereafter
Total
$
$
512
—
132
120
213
3,428
4,405
110
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
19. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Environmental Costs - continued
New Hartford
In connection with sale of the Company’s Music segment in 2007, the Company assumed responsibility for meeting certain requirements of the Transfer
Act that applied to the Company's sale of the Ovation guitar manufacturing business, located in New Hartford, Connecticut (“Ovation”). Under the Transfer
Act, those responsibilities essentially consist of assessing the formerly leased site's environmental conditions and remediating environmental impairments,
if any, caused by Ovation's operations prior to the sale of the Ovation business. The site is a multi-tenant industrial park, in which Ovation leased space.
The environmental investigation, active remediation and groundwater monitoring are complete. In accordance with state laws and regulations, the
Company is preparing an Environmental Land Use Restriction (i.e., deed restriction) to support closure (i.e., verification) of the Company's Transfer Act
responsibilities.
The Company's estimate of its portion of the cost to assess the environmental conditions and remediate this site is $2.3 million, all of which has been
accrued. The total amount paid to date in connection with these environmental remediation activities is $1.8 million. At December 31, 2023, the Company
had $0.5 million accrued for these environmental remediation activities. A portion ($0.1 million) of the accrual related to this property is included in other
current liabilities and the balance is included in other long-term liabilities. The remaining balance of the accrual reflects the total anticipated cost of
completing these environmental remediation and associated verification activities. Although it is reasonably possible that additional costs will be paid in
connection with the resolution of this matter, the Company is unable to estimate the amount of such additional costs, if any, at this time.
Other Matters
Offset Agreement
The Company has entered into offset agreements as a condition to obtaining orders from a foreign customer for the Company's JPF product. Offset
agreements are designed to return economic value to the foreign country by requiring the Company to engage in activities supporting local defense or
commercial industries, promoting a balance of trade, developing in-country technology capabilities or addressing other local development priorities. Such
agreements may be satisfied through activities that do not require a direct cash payment, including transferring technology, providing manufacturing,
training and other consulting support to in-country projects and the purchase by third parties of supplies from in-country vendors. The agreements may also
be satisfied through the Company's use of cash for activities, such as subcontracting with local partners, purchasing supplies from in-country vendors,
providing financial support for in-country projects and making investments in local ventures. At December 31, 2023, the aggregate amount of the
Company's offset agreements had an outstanding notional value of approximately $220.9 million, which is equal to sixty percent of the contract value as
defined by the agreement between the customer and the Company. The amount ultimately applied against offset agreements is based on negotiations with
the customer and may require cash outlays that represent only a fraction of the notional value in the offset agreement.
The Company continues to work with the customer to further define the requirements to satisfy the offset agreements. In February 2023, the Company
announced that it received a Business Plan Approval Letter to establish a manufacturing and final assembly facility in collaboration with an in-country
vendor, which will enhance the technological capabilities available in this country. At December 31, 2023, the Company continues to work with the
Tawazun Council to identify a suitable in-country vendor to support the manufacturing and final assembly facility as the Company is no longer working
with the previously announced vendor. Offset programs typically extend over several years and may provide for penalties in the event the Company fails to
perform according to offset requirements. The satisfaction of the offset requirements will be determined by the customer. In the event the offset
requirements of the contract are not met, the Company could be liable for potential penalties up to $18.8 million payable to the customer. Failure to satisfy
the offset requirements could also negatively impact the Company's ability to attract future orders from this customer. The Company considers these
potential penalties to be a reduction to the transaction price in its determination of the value of the performance obligations within these contracts. At
December 31, 2023, $18.8 million in contract liabilities associated with the potential penalties of the offset requirements were included on the Company's
Consolidated Balance Sheets.
111
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
19. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Other Matters - continued
Guarantee
During 2020, the Company and the USG entered into a Guaranty Agreement, pursuant to which the Company agreed to guarantee the full, complete and
satisfactory performance of its subsidiary, Kaman Precision Products, Inc. ("KPPI") under all current and future contracts with the USG. The guaranty was
provided in lieu of a periodic financial capability review by the Financial Capacity Team ("FCT") of the Defense Contract Management Agency
("DCMA"). During 2023, the only contract in place between KPPI and the USG related to the production and sale of the JPF. KPPI fulfilled the
requirements under this contract in the second quarter of 2023 and the USG has indicated that they will not award the Company any future options. The
guaranty was terminated in the fourth quarter of 2023, when the DCMA confirmed that the Company completed all obligations of this contract.
On September 16, 2022, the Company acquired all of the assets and related liabilities of Parker's Aircraft Wheel and Brake division. In association with the
acquisition, the Company entered into a novation agreement in which Parker's contractual obligations with respect to Aircraft Wheel and Brake at the time
of the acquisition were transferred to the Company. There can be no assurance that this agreement will not have a material adverse effect on the Company's
results of operations, financial position and cash flows.
20. LEASES
The Company's operating leases consist of rent commitments under various leases for office space, warehouses, land and buildings at varying dates from
January 2024 to August 2031. The terms of most of these leases are in the range of 3 to 10 years, with certain leases renewable for varying periods. It is
expected that in the normal course of business leases that expire will be renewed or replaced by leases on other similar property. Some of the Company's
lease obligations have rent escalations or contingent rent that are recognized on a straight-line basis over the entire lease term. Material leasehold
improvements and other landlord incentives are amortized over the shorter of their economic lives or the lease term, including renewal periods, if
reasonably assured. Substantially all real estate taxes, insurance and maintenance expenses associated with leased facilities are obligations of the Company.
The terms for most machinery and equipment leases range from 3 to 5 years.
The Company's finance leases are included in machinery, office furniture and equipment and amortization of these assets is included in depreciation and
amortization expense. The terms of these leases range from 3 to 5 years. At December 31, 2023 and 2022, $6.9 million and $9.8 million, respectively, of
assets included in property, plant and equipment were accounted for as finance leases. At December 31, 2023 and 2022, the Company had accumulated
depreciation of $2.7 million and $3.2 million, respectively, associated with these assets.
At the commencement date of a contract containing a lease, a right-of-use asset and lease liability are recorded to the Company's Consolidated Balance
Sheets when the Company obtains control of the use of the asset. Right-of-use assets represent the right to use an underlying asset for the lease term and
lease liabilities represent the obligation to make payments upon entering into a lease agreement.
Right-of-use assets, net consisted of the following:
In thousands
Assets
Operating lease right of use assets
Finance lease right of use assets
Total leased assets
Classification
December 31, 2023
December 31, 2022
Operating lease right-of-use assets, net
Property, plant and equipment, net of accumulated
depreciation
$
$
7,774 $
4,212
11,986 $
7,391
6,626
14,017
112
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
20. LEASES (CONTINUED)
The lease liability and future rental payments are required under leases that have initial or remaining non-cancellable lease terms in excess of one year as of
December 31, 2023. Lease liabilities consisted of the following:
Classification
December 31, 2023 December 31, 2022
In thousands
Liabilities
Current
Operating lease liability, current portion
Finance lease liability, current portion
Noncurrent
Operating lease liability, noncurrent portion
Finance lease liability, noncurrent portion
Total lease liabilities
Future rental payments consisted of the following:
In thousands
Operating leases
2024
2025
2026
2027
2028
Thereafter
Total future operating lease payments
Interest
Present value of future operating lease payments
Finance leases
2024
2025
2026
2027
2028
Thereafter
Total future finance lease payments
Interest
Present value of future finance lease payments
Present value of total future lease payments
Operating lease liabilities, current portion
Other current liabilities
Operating lease liabilities, noncurrent portion
Other long-term liabilities
$
$
3,492 $
1,213
4,646
832
10,183 $
3,332
1,756
4,534
2,002
11,624
December 31, 2023
$
$
$
$
$
$
$
3,796
1,996
1,403
853
377
466
8,891
(753)
8,138
1,244
839
—
—
—
—
2,083
(38)
2,045
10,183
113
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
20. LEASES (CONTINUED)
The following table illustrates the components of lease expense for the Company's leases.
In thousands
Finance lease cost
Amortization of right-of-use assets
Interest on lease liabilities
Operating lease cost
Short-term lease cost
Variable lease cost
Total lease expense
The following table segregates cash paid for the Company's leases.
In thousands
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Total cash flows from leasing activities
$
$
$
$
For the year ended December 31,
2022
2021
2023
1,071 $
67
4,313
234
608
6,293 $
894 $
106
5,217
328
461
7,006 $
758
139
5,245
242
79
6,463
For the year ended December 31,
2022
2021
2023
(4,875) $
(1,450)
(67)
(6,392) $
(6,144) $
(1,830)
(106)
(8,080) $
(6,294)
(2,028)
(139)
(8,461)
During the year ended December 31, 2023, $4.2 million in right-of-use assets were obtained in exchange for new operating lease liabilities and no right-of-
use assets were obtained in exchange for new finance lease liabilities.
Other information related to leases is as follows:
Weighted-average remaining lease term (years)
Operating leases
Finance leases
Weighted-average discount rate
Operating leases
Finance leases
December 31, 2023
3.3
1.7
4.9 %
2.4 %
114
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
21. COMPUTATION OF EARNINGS PER SHARE
The computation of basic earnings per share is based on net earnings divided by the weighted average number of shares of common stock outstanding for
each year. The computation of diluted earnings per share includes the common stock equivalency of dilutive options granted to employees under the
Company's stock incentive plan.
For the year ended December 31,
2022
2021
2023
In thousands, except per share amounts
Net earnings (loss)
Basic:
Weighted average number of shares outstanding
Basic earnings (loss) per share
(1)
Diluted :
Weighted average number of shares outstanding
Weighted average shares issuable on exercise of dilutive stock options
Total
Diluted earnings (loss) per share
$
$
$
7,947 $
(48,573) $
43,670
28,208
0.28 $
28,011
(1.73) $
28,208
135
28,343
28,011
—
28,011
27,865
1.57
27,865
26
27,891
0.28 $
(1.73) $
1.57
(1)
As a result of the adoption of ASU 2020-06, the Company began calculating diluted earnings per share using the if-converted method for its convertible debt instruments
in 2022. Prior to the adoption, the Company calculated diluted earnings per share for its convertible debt instruments using the treasury stock method. The Company adopted
ASU 2020-06 using the modified retrospective approach; therefore, prior period results have not been retroactively adjusted.
Equity awards
Excluded from the diluted earnings per share calculation for the years ended December 31, 2023, 2022 and 2021, respectively, were 662,880, 714,474 and
567,741 shares associated with equity awards granted to employees that are anti-dilutive based on the average stock price.
All outstanding stock awards were excluded in the computation of diluted earnings per share in the year ended December 31, 2022 because their effect was
antidilutive due to the net loss. For the year ended December 31, 2022, an additional 64,767 shares, issuable under equity awards, which would have been
dilutive if exercised based on the average market price being higher than the exercise price, were excluded from the computation of diluted earnings per
share as their effect was antidilutive due to the net loss.
2024 Convertible Notes
For the years ended December 31, 2023 and 2022, 3,056,879 shares issuable under Convertible Notes due 2024 were excluded from the diluted earnings
per share calculation because their effect was antidilutive. For the year ended December 31, 2021, shares issuable under the Convertible Notes due 2024
were excluded from the diluted earnings per share calculation because the conversion price was more than the average market price of the Company's stock
during the periods.
22. SHARE-BASED ARRANGEMENTS
General
The Company accounts for stock options, RSAs, restricted stock units ("RSUs") and PSUs as equity awards and measures the cost of all share-based
payments, including stock options, at fair value on the grant date and recognizes this cost in the statement of operations. The Company also has an
employee stock purchase plan which is accounted for as a liability award. The Company currently has an open stock repurchase plan, which would enable
the Company to repurchase shares as needed. Since 2008, the Company has generally issued shares related to option exercises, restricted stock and PSUs
from its authorized but unissued common stock. In 2023, the Company granted RSAs to non-employee consultants as payment for work performed on the
KARGO UAV unmanned aerial system.
115
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
22. SHARE-BASED ARRANGEMENTS
General - continued
The Company's long-term incentive program has an emphasis on equity to align the interests between the Company's named executive officers ("NEOs")
and shareholders and help build stock ownership for new executives, supporting both executive retention and the Company's long-term financial
performance. The long-term incentive awards granted to the Company's NEOs consist of a combination of service-based RSAs and PSUs which are
intended to be settled in shares. RSAs will vest over a three-year period on each of the first three anniversaries of the date of grant. The number of PSUs
that will vest will be determined based on TSR and ROIC over a three-year performance period, each of which will remain equally weighted in determining
payouts. The achievement level for both factors may range from zero to 200%. At the date of grant, the PSUs are assumed at 100% achievement level. As
of December 31, 2023, the PSUs granted in 2023 and 2022 remain at a 100% achievement level and the PSUs granted in 2021 are at a 54% achievement
level.
Compensation expense for stock options, RSAs, RSUs and PSUs is recognized on a straight-line basis over the vesting period of the awards. Throughout
the course of the vesting period, the Company monitors the achievement level for the ROIC metric of the PSUs compared to the ROIC target and adjusts
the number of shares expected to be earned, and the related compensation expense recorded thereafter, to reflect the most probable outcome. Share-based
compensation expense recorded for the years ended December 31, 2023, 2022 and 2021 was $7.7 million, $7.8 million and $6.7 million, respectively. Of
these amounts, $0.3 million, $0.2 million and $0.4 million was recorded to restructuring and severance costs, respectively, and the remaining amounts were
recorded to selling, general and administrative expenses on the Company's Consolidated Statements of Operations.
Stock Incentive Plan
On April 17, 2013, the shareholders of the Company approved the 2013 Management Incentive Plan (the "2013 Plan"), which replaced the 2003 Stock
Incentive Plan. The 2013 Plan was designed as a flexible share authorization plan, such that the Company's share authorization is based on the least costly
type of award (stock options). Shares issued pursuant to “Full Value Awards” as defined in the 2013 Plan (awards other than stock options or stock
appreciation rights which are settled by the issuance of shares, e.g., restricted stock, restricted stock units, performance shares, performance units if settled
with stock, or other stock-based awards) count against the 2013 Plan's share authorization at a rate of 3 to 1, while shares issued upon exercise of stock
options or stock appreciation rights count against the share authorization at a rate of 1 to 1. This means that every time an option is granted, the authorized
pool of shares is reduced by one (1) share and every time a Full Value Award is granted, the authorized pool of shares is reduced by 3 shares. In deriving
the valuation ratio used in the 2013 Plan, the Company used the Black Scholes Fair Value model as the basis for determining the approximate value of an
option as compared to a "full value share." The 2013 Plan provided the Company with the ability to use equity-based awards of up to 2,250,000 authorized
shares. On April 18, 2018 and April 19, 2023, the shareholders of the Company approved an amendment and restatement of the 2013 Plan, which increased
the number of authorized shares by 2,250,000 and 1,715,000 shares, respectively. As of December 31, 2023, there were 1,941,888 shares available for grant
under the plan.
Stock options were granted with an exercise price equal to the average market price of our stock at the date of grant. Stock options and Stock Appreciation
Rights ("SARs") granted under the plan generally expire ten years from the date of grant and vest 20% each year over a 5-year period on each of the first
five anniversaries of the date of grant. Stock options granted in 2023 and 2022 vest 33.3% each year over a 3-year period on each of the first three
anniversaries of the date of grant. RSAs granted prior to 2021 were generally granted with restrictions that lapse at the rate of 20% per year over a 5-year
period on each of the first five anniversaries of the date of grant. RSAs granted beginning in 2021 are generally granted with restrictions that lapse at the
rate of 33.3% over a 3-year period on each of the first three anniversaries of the grant. Generally, these awards are subject to forfeiture if a recipient
separates from service with the Company.
Stock option activity was as follows:
Options outstanding at December 31, 2022
Granted
Exercised
Forfeited or expired
Options outstanding at December 31, 2023
Options
Weighted average-
exercise price
710,782 $
48,987 $
— $
(121,406) $
638,363 $
54.12
24.48
—
53.69
51.93
116
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
22. SHARE-BASED ARRANGEMENTS (CONTINUED)
Stock Incentive Plan - continued
The following table presents information regarding options outstanding as of December 31, 2023:
Weighted-average remaining contractual term - options outstanding (years)
Aggregate intrinsic value - options outstanding (in thousands)
Weighted-average exercise price - options outstanding
Options exercisable
Weighted-average remaining contractual term - options exercisable (years)
Aggregate intrinsic value - options exercisable (in thousands)
Weighted-average exercise price - options exercisable
3.5
—
51.93
520,278
2.6
—
54.64
$
$
$
$
The intrinsic value represents the amount by which the market price of the stock on the measurement date exceeds the exercise price of the option. The
intrinsic value of options exercised in 2023 and 2022 was not material. The intrinsic value of options exercised in 2021 was $0.3 million.
The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. The following table indicates the
weighted-average assumptions used in estimating fair value:
Expected option term (years)
Expected volatility
Risk-free interest rate
Expected dividend yield
Per share fair value of options granted
2023
2022
2021
6.9
40.2 %
4.0 %
3.3 %
8.17
6.5
35.5 %
2.9 %
2.0 %
4.9
35.7 %
0.5 %
1.6 %
$
10.22
$
14.89
$
The expected term of options granted represents the period of time option grants are expected to be outstanding based upon historical exercise patterns.
Forfeitures of options are estimated based upon historical data and are adjusted based upon actual occurrences. The cumulative effect of stock award
forfeitures was immaterial. The volatility assumption is based on the historical daily price data of the Company’s stock over a period equivalent to the
weighted-average expected term of the options. Management evaluated whether there were factors during that period that were unusual and would distort
the volatility figure if used to estimate future volatility and concluded that there were no such factors. The Company relies only on historical volatility since
future volatility is expected to be consistent with historical volatility. The risk-free interest rate assumption is based upon the interpolation of various U.S.
Treasury rates determined at the date of option grant. Expected dividends are based upon a historical analysis of our dividend yield over the past year.
RSA and RSU activity was as follows:
Restricted Stock outstanding at December 31, 2022
Granted
Vested
Forfeited or expired
Restricted Stock outstanding at December 31, 2023
Restricted Stock
Awards
Weighted-
average grant
date fair value
159,521 $
185,353 $
(99,539) $
(22,385) $
222,950 $
45.78
24.22
45.12
35.58
29.17
The grant date fair value for restricted stock is the closing price the day prior to the grant. The total fair value of restricted stock awards vested during 2023,
2022 and 2021 was $2.3 million, $3.4 million and $2.7 million, respectively.
117
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
For the Years Ended December 31, 2023, 2022 and 2021
22. SHARE-BASED ARRANGEMENTS (CONTINUED)
Stock Incentive Plan - continued
PSU activity was as follows:
Performance Stock outstanding at December 31, 2022
Granted
Vested
Forfeited or expired
Performance Stock outstanding at December 31, 2023
Performance Stock
Weighted-
average grant
date fair value
172,144 $
178,385 $
— $
(70,682) $
279,847 $
60.44
32.03
—
48.89
45.25
The fair value of the PSUs based on TSR was estimated on the date of grant using a Monte-Carlo simulation model. The following table indicates the
weighted-average assumptions used in estimating fair value:
Expected term (years)
Expected volatility
Risk-free interest rate
Expected dividend yield
Per share fair value of performance stock granted
2023
2022
2021
2.9
41.2 %
4.4 %
3.3 %
2.9
39.4 %
1.7 %
1.9 %
$
38.83
$
68.10
$
2.9
41.3 %
0.2 %
1.4 %
84.49
The Company records a tax benefit and associated deferred tax asset for compensation expense recognized on non-qualified stock options and restricted
stock for which the Company is allowed a tax deduction. For 2023, 2022 and 2021, respectively, the Company recorded a tax benefit of $0.8 million, $1.1
million and $1.4 million for these two types of compensation expense.
As of December 31, 2023, future compensation costs related to non-vested stock options, restricted stock grants and PSUs is $8.7 million. The Company
anticipates that this cost will be recognized over a weighted-average period of 1.8 years.
Employees Stock Purchase Plan
The Kaman Corporation Employees Stock Purchase Plan (“ESPP”) allows employees to purchase common stock of the Company, through payroll
deductions, at 85% of the market value of shares at the time of purchase. The plan provides for the grant of rights to employees to purchase a maximum of
2,000,000 shares of common stock.
During 2023, 100,697 shares were issued to employees at prices ranging from $18.61 to $26.00. During 2022, 64,143 shares were issued to employees at
prices ranging from $20.37 to $43.48. During 2021, 51,225 shares were issued to employees at prices ranging from $35.67 to $58.35. At December 31,
2023, there were 287,523 shares available for purchase under the plan.
23. SUBSEQUENT EVENTS
On January 19, 2024, the Company announced that it has entered into a definitive agreement to be acquired by an affiliate of Arcline Investment
Management, L.P. (“Arcline”), a growth-oriented private equity firm with deep experience investing in technology-driven, meaningful-to-the-world
industrial businesses, in an all-cash transaction with a total enterprise value of approximately $1.8 billion. Upon completion of the transaction, Kaman will
become a privately held company. The transaction, which has been unanimously approved by the Company's Board of Directors, is expected to close in the
first half of 2024, subject to customary closing conditions, including approval by the Company's shareholders and receipt of required regulatory approvals.
The transaction is not subject to a financing condition. Arcline intends to fund the transaction with a combination of committed debt and equity financing.
Upon completion of the transaction, the Company will become a wholly-owned subsidiary of investment funds managed by Arcline and its common stock
will no longer be listed on any public stock exchange.
The Company has evaluated subsequent events through the issuance date of these financial statements. Other than the matter noted above or those
previously disclosed in the Notes to Consolidated Financial Statements, no material subsequent events were identified that require disclosure.
118
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We have carried out an evaluation, under the supervision and with the participation of our management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and
procedures. Based upon our evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2023, our
disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2023.
In making its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, management utilized the
criteria set forth by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission in Internal Control—Integrated Framework
(2013). Management concluded that based on its assessment the Company’s internal control over financial reporting was effective as of December 31,
2023. The effectiveness of internal control over financial reporting as of December 31, 2023, has been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
Management of the Company, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated changes in the
Company’s internal controls over financial reporting during 2023.
During the fourth quarter ended December 31, 2023, management made no changes to internal control over financial reporting that materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations of Controls
The Company’s evaluation described in this Item was undertaken acknowledging that there are inherent limitations to the effectiveness of any system of
controls, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective controls
can only provide reasonable assurance of achieving their control objectives.
ITEM 9B. OTHER INFORMATION
On February 21, 2024, our Board approved a Certificate of Correction to the Amended and Restated Certificate of Incorporation of the Company (the
“Certificate of Correction”), which was filed with the Secretary of State of the State of Connecticut on that date. The Certificate of Correction corrects a
statutory cross-reference from Connecticut General Statutes section 33-817(9) to Connecticut General Statutes section 33-817(13). The foregoing
description of the Certificate of Correction is not complete and is qualified in its entirety by reference to the full text of the Certificate of Correction, a copy
of which is filed as Exhibit 3.1 to this Annual Report on Form 10-K and is incorporated herein by reference.
During the three-month fiscal period ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading
arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
119
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
120
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
Other than the list of executive officers of the Company set forth in Item 1, Information about our Executive Officers, all information under this caption
may be found in the Company’s proxy statement to be delivered to stockholders in connection with the 2024 Annual Meeting of Shareholders, (the “Proxy
Statement”) in the following sections: “Proposal 1 - Election of Seven Directors for One-Year Terms,” “Information about Nominees,” “Information about
the Board of Directors and Corporate Governance - Director Nominees,” “Information about the Board of Directors and Corporate Governance - Specific
Experience, Qualifications, Attributes and Skills of Current Board Members and Director Nominees,” “Information about the Board of Directors and
Corporate Governance - Code of Business Conduct and Other Governance Documents Available on the Company's Website,” "Information about the Board
of Directors and Corporate Governance - Board Meetings and Committees," “Information about the Board of Directors and Corporate Governance - Board
Meetings and Committees - Audit Committee,” and "Proxy Statement Summary - Our Board of Directors." Those portions of the Proxy Statement are
incorporated by reference into this Item 10.
ITEM 11. EXECUTIVE COMPENSATION
Information about the compensation of Kaman’s named executive officers appears under the captions “Compensation Discussion and Analysis,” “Summary
Compensation Table,” “Post-Termination Payments and Benefits", and “Pay Ratio Disclosure” in the Proxy Statement. Information about the compensation
of Kaman’s directors appears under “Information about the Board of Directors and Corporate Governance - 2023 Director Compensation” in the Proxy
Statement. Information required pursuant to Item 407(d) and (e) of Regulation S-K appears under the captions “Information about the Board of Directors
and Corporate Governance - Board Meetings and Committees - Compensation Committee Interlocks and Insider Participation” and “Compensation
Discussion and Analysis - Compensation Committee Report.” Those portions of the Proxy Statement are incorporated by reference into this Item 11.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
Information about security ownership of certain beneficial owners and management appears under “Security Ownership of Certain Beneficial Owners and
Management” in the Proxy Statement. That portion of the Proxy Statement is incorporated by reference into this Item 12.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table provides information as of December 31, 2023, concerning Common Stock issuable under the Company’s equity compensation plans.
Plan Category
Equity compensation plans approved by security holders:
2013 Management Incentive Plan
Employees Stock Purchase Plan
Equity compensation plans not approved by security
holders
Total
(a)
Number of
securities to be issued
upon exercise of
outstanding
options, warrants and
rights
(b)
Weighted-
average exercise price
of outstanding
options, warrants
and rights
(c)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))
638,363
—
—
638,363 $
51.93
—
—
51.93
1,941,888
287,523
—
2,229,411
121
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information about certain relationships and related transactions appears under “Information about the Board of Directors and Corporate Governance -
Related Party Transactions” and “Information about the Board of Directors and Corporate Governance - Board and Committee Independence
Requirements” in the Proxy Statement. Those portions of the Proxy Statement are incorporated by reference into this Item 13.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information regarding audit fees and all other fees, in addition to the Audit Committee’s pre-approval policies and procedures appears under “Proposal 3 -
Ratification of Appointment of PricewaterhouseCoopers LLP—As Independent Registered Public Accounting Firm for the Company—Principal
Accountant Fees and Services” and " Proposal 3 - Ratification of Appointment of PricewaterhouseCoopers LLP—As Independent Registered Public
Accounting Firm for the Company—Audit Committee Preapproval Policy" in the Proxy Statement. Those portions of the Proxy Statement are incorporated
by reference into this Item 14.
122
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE
(a)(1)
FINANCIAL STATEMENTS.
PART IV
Page Number in Form 10-
K
See Item 8 of this Form 10-K setting forth the Report of Independent Registered Public Accounting Firm (PCAOB
ID 238) and our Consolidated Financial Statements.
59
(a)(2)
FINANCIAL STATEMENT SCHEDULE.
KAMAN CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
(Dollars in Thousands)
Additions
DESCRIPTION
2023
Allowance for doubtful accounts
2022
Allowance for doubtful accounts
2021
Allowance for doubtful accounts
Balance
Beginning of
Period
Charged to
Costs and
Expenses
Others (A)
Deductions (B)
Balance End of
Period
$
$
$
2,066 $
1,998 $
— $
1,046 $
3,018
1,547 $
1,301 $
67 $
849 $
2,008 $
575 $
— $
1,036 $
2,066
1,547
(A) Additions to allowance for doubtful accounts attributable to acquisitions.
(B) Recoveries and write-off of bad debts.
DESCRIPTION
2023
Valuation allowance on deferred tax assets
2022
Valuation allowance on deferred tax assets
2021
Valuation allowance on deferred tax assets
(a)(3)
EXHIBITS.
Additions (Reductions)
Balance
Beginning of
Period
Current Year
Provision
(Benefit)
Others
Balance End
of Period
$
$
$
5,025 $
656 $
(1,405) $
4,276
6,022 $
1,263 $
(2,260) $
5,025
10,216 $
910 $
(5,104) $
6,022
Page Number in Form 10-
K
125
An index to the exhibits filed or incorporated by reference immediately precedes such exhibits.
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Town of Bloomfield, State of Connecticut, on this 22 day of February 2024.
nd
KAMAN CORPORATION
(Registrant)
By:
/s/ Ian K. Walsh
Ian K. Walsh
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Signature
/s/ Ian K. Walsh
Ian K. Walsh
/s/ Carroll K. Lane
Carroll K. Lane
/s/ Matthew K. Petterson
Matthew K. Petterson
/s/ Ian K. Walsh
Ian K. Walsh
Attorney-in-Fact for:
Aisha M. Barry
A. William Higgins
Scott E. Kuechle
Michelle J. Lohmeier
Jennifer M. Pollino
Niharika Taskar Ramdev
Title:
Date:
Chairman, President,
Chief Executive Officer and Director
(Principal Executive Officer)
Senior Vice President and
Interim Chief Financial Officer
(Principal Financial Officer)
Vice President, Chief Accounting Officer
and Controller
(Principal Accounting Officer)
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
Director
Director
Director
Director
Director
Director
123
Exhibit 2.1
Exhibit 2.2
Exhibit 2.3
Exhibit 2.4
Exhibit 2.5
Exhibit 3.1
Exhibit 3.2
Exhibit 4.1
Exhibit 4.2
Exhibit 4.3
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
KAMAN CORPORATION
INDEX TO EXHIBITS
Agreement and Plan of Merger, dated as of January 18, 2024, by and among Kaman Corporation, Ovation
Parent, Inc. and Ovation Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company's
1
Current Report on Form 8-K dated January 19, 2024, File No. 001-35419).
Previously Filed
Share Purchase Agreement, dated as of June 25, 2019, by and between Kaman Corporation and LJ KAI
Blocker, Inc., LJ KFP Blocker, Inc. and LJ KIT Blocker, Inc. (incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K dated June 26, 2019, File No. 001-35419).
Previously Filed
Securities and Asset Purchase Agreement, dated November 4, 2019, by and among Kaman Aerospace
Group, Inc., Kaman Corporation, as guarantor, Peter J. Balsells, in his capacity as trustee of the BF Trust,
19650 Pauling, LLC, Pauling Properties LLC and Bal Seal Engineering, Inc. (incorporated by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 5, 2019, File No. 001-35419).
First Amendment to Securities and Asset Purchase Agreement, dated as of December 26, 2019, by and
among Kaman Aerospace Group, Inc., Kaman Corporation, as guarantor, Peter J. Balsells, in his capacity as
trustee of The Balsells Family Trust Dated October 1, 1985 - Trust A, as Wholly Amended And Restated
June 5, 2019, 19650 Pauling, LLC, Pauling Properties LLC and Bal Seal Engineering, Inc. (incorporated by
reference to Exhibit 2.1 to the Company's Current Report on Form 8-K/A dated December 27, 2019, File
No. 001-35419).
Previously Filed
Previously Filed
Asset Purchase Agreement, dated May 21, 2022, by and among Parker-Hannifin Corporation, an Ohio
corporation, Kaman Newco, LLC, a Delaware limited liability company, and, solely for purposes of Section
10.18 of such Agreement, Kaman Aerospace Group, Inc., a Connecticut corporation (incorporated by
reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated May 23, 2022, File No. 001-
2
35419).
Previously Filed
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit
3.1 to the Company's Current Report on Form 8-K dated November 4, 2005, File No. 333-66179), as
amended by the Certificate of Amendment thereto (incorporated by reference to Exhibit 3.1 to the
Company's Current Report on Form 8-K dated April, 22 2019); as corrected by the Certificate of Correction
thereto (filed herewith).
Previously Filed
and Filed Herewith
Amended and Restated Bylaws of the Company (as amended through November 14, 2022) (incorporated by
reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated November 15, 2022, File No.
001-35419).
Previously Filed
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of
1934 (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2019, File No. 001-35419).
Previously Filed
Indenture, dated as of May 12, 2017, by and between Kaman Corporation and U.S. Bank National
Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form
8-K dated May 12, 2017, File No. 001-35419).
Previously Filed
First Supplemental Indenture, dated as of July 15, 2019, by and between Kaman Corporation and U.S. Bank
National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report
on Form 8-K dated July 16, 2019, File No. 001-35419).
Previously Filed
Kaman Corporation 2013 Management Incentive Plan (incorporated by reference to Annex A to the
Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on March 1, 2013, File No. 001-35419).*
Previously Filed
Kaman Corporation Amended and Restated 2013 Management Incentive Plan. (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 23, 2018, File No. 001-35419).*
Previously Filed
Kaman Corporation Second Amended and Restated 2013 Management Incentive Plan. (incorporated by
reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 21, 2023, File No.
001-35419).*
Previously Filed
124
Exhibit 10.4
Exhibit 10.5
Exhibit 10.6
Exhibit 10.7
Exhibit 10.8
Exhibit 10.9
Exhibit 10.10
Exhibit 10.11
Exhibit 10.12
Exhibit 10.13
Exhibit 10.14
Exhibit 10.15
Exhibit 10.16
Exhibit 10.17
Form of Nonqualified Stock Option Agreement under the Kaman Corporation 2013 Management Incentive
Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated
February 24, 2014, File No. 001-35419).*
Previously Filed
Form of Nonqualified Stock Option Agreement under the Amended and Restated Kaman Corporation 2013
Management Incentive Plan, for awards granted on or after June 8, 2022 (incorporated by reference to
Exhibit 10.3 to the Company's Form 10-Q for the fiscal quarter ended July 1, 2022, File No. 001-35419).*
Previously Filed
Form of Nonqualified Stock Option Agreement under the Kaman Corporation Second Amended and
Restated 2013 Management Incentive Plan, for awards granted on or after June 7, 2023 (incorporated by
reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated June 12, 2023, File No. 001-
35419).*
Previously Filed
Form of Restricted Share Agreement under the Kaman Corporation 2013 Management Incentive Plan
(incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated February 24,
2014, File No. 001-35419).*
Previously Filed
Form of Restricted Share Agreement under the Amended and Restated Kaman Corporation 2013
Management Incentive Plan, for awards granted on or after February 22, 2021 (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 26, 2021, File No 001-35419).*
Previously Filed
Form of Restricted Share Agreement under the Amended and Restated Kaman Corporation 2013
Management Incentive Plan, for awards granted on or after February 22, 2022 (incorporated by reference to
Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021,
File No. 001-35419).
Previously Filed
Form of Restricted Share Agreement under the Amended and Restated Kaman Corporation 2013
Management Incentive Plan, for awards granted on or after February 21, 2023 (incorporated by reference to
Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022,
File No. 001-35419).*
Previously Filed
Form of Restricted Share Agreement under the Kaman Corporation Second Amended and Restated 2013
Management Incentive Plan, for awards granted on or after June 7, 2023 (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 12, 2023, File No. 001-35419).*
Form of Performance Stock Unit Award Agreement under the Amended and Restated Kaman Corporation
2013 Management Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current
Report on Form 8-K dated February 26, 2021, File No 001-35419).*
Form of Performance Stock Unit Award Agreement under the Amended and Restated Kaman Corporation
2013 Management Incentive Plan, for awards granted on or after February 22, 2022 (incorporated by
reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2021, File No. 001-35419).*
Form of Performance Stock Unit Award Agreement under the Amended and Restated Kaman Corporation
2013 Management Incentive Plan, for awards granted on or after February 21, 2023 (incorporated by
reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, File No. 001-35419).*
Previously Filed
Previously Filed
Previously Filed
Previously Filed
Form of Restricted Stock Unit Agreement under the Kaman Corporation 2013 Management Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 6,
2014, File No 001-35419).*
Previously Filed
Form of Award Agreement for Non-Employee Directors under the Kaman Corporation 2013 Management
Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2013, File No. 001-35419).*
Previously Filed
Form of Non-Employee Director Equity Award Agreement under the Kaman Corporation Second Amended
and Restated 2013 Management Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s
Current Report on Form 8-K filed on April 21, 2023, File No. 001-35419).*
Previously Filed
125
Exhibit 10.18
Exhibit 10.19
Exhibit 10.20
Exhibit 10.21
Exhibit 10.22
Exhibit 10.23
Kaman Corporation Employees Stock Purchase Plan (incorporated by reference to Exhibit 10(a) to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2010, File No. 000-
01093), as amended by the First Amendment thereto filed with the SEC on February 27, 2012 (incorporated
by reference to Exhibit 10b to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2011, File No. 001-35419), the Second Amendment thereto filed with the SEC on February
25, 2013 (incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2012, File No. 001-35419) and the Third Amendment thereto filed with the
SEC on February 27, 2014 by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2013, File No. 001-35419).*
Kaman Corporation Amended and Restated Employee Stock Purchase Plan. (incorporated by reference to
Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 23, 2018, File No. 001-35419), as
amended by the First Amendment thereto (incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K dated November 15, 2018, File No. 001-35419) and the Second Amendment
thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated
November 16, 2021, File No. 001-35419).*
Previously Filed
Previously Filed
Kaman Corporation Supplemental Employees' Retirement Plan (incorporated by reference to Exhibit 10c to
the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, File No. 333-
66179), as amended by an amendment thereto filed with the SEC on March 5, 2004 (incorporated by
reference to Exhibit 10c to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2003, File No. 333-66179), and an amendment thereto filed with the SEC on February 26, 2007
(incorporated by reference to Exhibit 10.10 to the Company's Current Report on Form 8-K, dated February
26, 2007, File No. 000-01093).*
Previously Filed
Post-2004 Supplemental Employees' Retirement Plan (incorporated by reference to Exhibit 10.11 to the
Company's Current Report on Form 8-K, dated February 26, 2007, File No. 000-01093), as amended by the
First Amendment thereto filed with the SEC on February 28, 2008 (incorporated by reference to Exhibit 10.1
to the Company's Current Report on Form 8-K, dated February 28, 2008, File No. 000-01093) and the
Second Amendment thereto filed with the SEC on February 25, 2010 (incorporated by reference to Exhibit
10(c)(iii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, File
No. 000-01093).*
Previously Filed
Kaman Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to
Exhibit 10d to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002,
File No. 333-66179), as amended by an amendment thereto filed with the SEC on March 5, 2004
(incorporated by reference to Exhibit 10d to the Company's Annual report on Form 10-K for the fiscal year
ended December 31, 2003 File No. 333-66179), and an amendment thereto filed with the SEC on August 3,
2004 (incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2004, File No. 333-66179).*
Previously Filed
Kaman Corporation Post-2004 Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to
the Company's Current Report on Form 8-K, dated February 28, 2008, File No. 000-01093), as amended by
the First Amendment thereto filed with the SEC on February 27, 2012 (incorporated by reference to Exhibit
10d(ii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, File
No. 001-35419), the Second Amendment thereto (incorporated by reference to Exhibit 10.20 to the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, File No. 001-35419),
the Third Amendment thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report
on Form 8-K dated November 21, 2014, File No. 001-35419) and the Fourth Amendment thereto
(incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 13,
2016, File No. 001-35419) and the Fifth Amendment thereto (incorporated by reference to Exhibit 10.2 to
the Company's Current Report on Form 8-K dated November 16, 2021, File No. 001-35419).*
Previously Filed
126
Exhibit 10.24
Exhibit 10.25
Exhibit 10.26
Amended and Restated Executive Employment Agreement between Kaman Corporation and Neal J.
Keating, originally dated as of August 7, 2007 and amended and restated as of November 11, 2008
(incorporated by reference to Exhibit 10g(xviii) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2008, File No. 000-01093), as amended by Amendment No. 1 thereto dated
January 1, 2010 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K,
dated February 23, 2010, File No. 000-01093), Amendment No. 2 thereto dated September 17, 2010
(incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated September
20, 2010, File No. 000-01093), and Amendment No. 3 thereto dated November 18, 2014 (incorporated by
reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, dated November 21, 2014, File No.
000-01093), and Amendment No. 4 thereto dated April 14, 2021 (incorporated by reference to Exhibit 10.1
to the Company's Current Report on Form 8-K dated April 16, 2021, File No. 001-35419).**
Previously Filed
Executive Employment Agreement, dated as of August 20, 2020, by and between Ian K. Walsh and the
Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated
August 21, 2020, File No. 000-35419), as amended by Amendment No. 1 thereto dated as of August 9, 2023
(incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated August 14,
2023, File No. 001-35419).*.*
Previously Filed
Executive Employment Agreement between Kaman Corporation and Robert D. Starr, dated as of
November 18, 2014 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-
K dated November 21, 2014, File No. 001-35419) as amended by Amendment No. 1 thereto dated July 8,
2021 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated July 8,
2021, File No. 001-35419).*
Previously Filed
Exhibit 10.27
Form of Change in Control Agreement by and between the Company and certain of its executive officers
(incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 8,
2022, File No. 001-35419).*
Previously Filed
Exhibit 10.27 (a)
Schedule identifying agreements substantially identical to the form of Change in Control Agreement filed as
Exhibit 10.27 hereto.*
Filed Herewith
Exhibit 10.28
Exhibit 10.29
Exhibit 10.30
Exhibit 10.31
Exhibit 10.32
Exhibit 10.33
Exhibit 10.34
Exhibit 10.35
Separation and General Release of Claims Agreement between the Company and Darlene R. Smith, dated as
of July 7, 2022 (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q for the fiscal quarter
ended July 1, 2022, File No. 001-35419).*
Previously Filed
Separation and Release Agreement, dated January 17, 2023, by and between the Company and Russell J.
Bartlett (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated
January 18, 2023, File No. 001-35419).*
Separation and Release Agreement, dated January 17, 2023, by and between the Company and Shawn G.
Lisle (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated
January 18, 2023, File No. 001-35419).*
Separation and Release Agreement, dated January 17, 2023, by and between the Company and Rafael Z.
Cohen (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated
January 18, 2023, File No. 001-35419).*
Previously Filed
Previously Filed
Previously Filed
Cash Retention Bonus Agreement between the Company and Megan A. Morgan, dated as of December 5,
2023.*
Filed Herewith
Restricted Share Agreement between the Company and Megan A. Morgan, dated as of December 5, 2023.*
Filed Herewith
Cash Retention Bonus Agreement between the Company and Richard S. Smith, Jr., dated as of December 5,
2023.*
Filed Herewith
Restricted Share Agreement between the Company and Richard S. Smith, Jr., dated as of December 5,
2023.*
Filed Herewith
127
Exhibit 10.36
Exhibit 10.37
Exhibit 10.38
Exhibit 10.39
Exhibit 10.40
Exhibit 10.41
Exhibit 10.42
Exhibit 10.43
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Letter Agreement, dated May 8, 2017, between Bank of America, N.A. and Kaman Corporation, regarding
the Capped Call Transaction (incorporated by reference to Exhibit 10.3 to the Company's Current Report on
Form 8-K dated May 12, 2017, File No. 001-35419).
Previously Filed
Letter Agreement, dated May 8, 2017, between JPMorgan Chase Bank, National Association, London
Branch and Kaman Corporation, regarding the Capped Call Transaction (incorporated by reference to
Exhibit 10.4 to the Company's Current Report on Form 8-K dated May 12, 2017, File No. 001-35419).
Previously Filed
Letter Agreement, dated May 8, 2017 between UBS AG, London Branch and Kaman Corporation, regarding
the Capped Call Transaction (incorporated by reference to Exhibit 10.5 to the Company's Current Report on
Form 8-K dated May 12, 2017, File No. 001-35419).
Previously Filed
Letter Agreement, dated May 22, 2017, between Bank of America, N.A. and Kaman Corporation, regarding
the Additional Capped Call Transaction (incorporated by reference to Exhibit 10.1 to the Company's Current
Report on Form 8-K dated May 25, 2017, File No. 001-35419).
Previously Filed
Letter Agreement, dated May 22, 2017, between JPMorgan Chase Bank, National Association, London
Branch and Kaman Corporation, regarding the Additional Capped Call Transaction (incorporated by
reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated May 25, 2017, File No. 001-
35419).
Previously Filed
Letter Agreement, dated May 22, 2017, between UBS AG, London Branch and Kaman Corporation,
regarding the Additional Capped Call Transaction (incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K dated May 25, 2017, File No. 001-35419).
Amendment and Restatement Agreement, dated as of June 21, 2023, by and among Kaman Corporation,
RWG Germany GmbH, Kaman Lux Holding, S.à r.l and the other subsidiary borrowers from time to time
party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent and as Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K dated June 23, 2023, File No. 001-35419).
Form of Trademark, Trade Name and Domain Name License Agreement, dated as of August 26, 2019,
between Kaman Corporation and certain Licensees (incorporated by reference to Exhibit 10.2 to the
Company's Current Report on Form 8-K dated August 26, 2019, File No. 001-35419); and Schedule
identifying agreements substantially identical to the form of Trademark, Trade Name and Domain Name
License Agreement filed as Exhibit 10.39 hereto (incorporated by reference to Exhibit 10.2(a) to the
Company's Current Report on Form 8-K dated August 26, 2019, File No. 001-35419).
Previously Filed
Previously Filed
Previously Filed
Filed Herewith
Filed Herewith
Filed Herewith
Filed Herewith
Exhibit 21
List of Subsidiaries
Exhibit 23
Consent of PricewaterhouseCoopers LLP, the Company’s current independent registered public accounting
firm.
Exhibit 24
Power of attorney under which this report was signed on behalf of certain directors.
Certification of Chief Executive Officer Pursuant to Rule 13a-14 under the Securities and Exchange Act of
1934.
Certification of Chief Financial Officer Pursuant to Rule 13a-14 under the Securities and Exchange Act of
1934.
Filed Herewith
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.
Filed Herewith
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.
Filed Herewith
Exhibit 97.1
Kaman Corporation Compensation Recoupment Policy.*
Filed Herewith
128
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document
Filed Herewith
Inline XBRL Taxonomy Extension Schema
Inline XBRL Taxonomy Extension Calculation Linkbase
Inline XBRL Taxonomy Extension Definition Linkbase
Inline XBRL Taxonomy Extension Label Linkbase
Inline XBRL Taxonomy Extension Presentation Linkbase
Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101
Filed Herewith
Filed Herewith
Filed Herewith
Filed Herewith
Filed Herewith
Filed Herewith
* Management contract or compensatory plan
1
Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Merger Agreement (identified therein) have been omitted from this Report and will be
furnished supplementally to the SEC upon request.
2
Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of any omitted schedule or exhibit will be furnished to the Securities
and Exchange Commission upon request.
129
Exhibit 3.1
CERTIFICATE OF CORRECTION TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
KAMAN CORPORATION
To the Secretary of State
of the State of Connecticut
It is hereby certified that:
1.
2.
3.
The name of the corporation (hereinafter called the "corporation") is Kaman Corporation.
The Amended and Restated Certificate of Incorporation of the corporation, which was filed with the Secretary of State of the
State of Connecticut on April 17, 2019, is hereby corrected as set forth below.
The incorrect statement in said document and the reason it is incorrect are:
Article NINTH of the Amended and Restated Certificate of Incorporation incorrectly references Connecticut General Statutes
section 33-817(9) as the relevant subsection pertaining to action on a plan of merger or share exchange by a corporation
incorporated under the laws of this state prior to January 1, 1997. The correct reference should be to Connecticut General
Statutes section 33-817(13).
4. The portion of the document in corrected form is as follows:
NINTH
Notwithstanding anything contained in this Amended and Restated Certificate of Incorporation to the contrary, the affirmative vote
of the holders of a majority of all capital stock of the corporation which by its terms may be voted on all matters submitted to
shareholders of the corporation generally, voting together as a single class at a duly called meeting of the shareholders of the
corporation, shall be required to amend, alter, repeal, rescind or adopt any provision inconsistent with Articles SEVENTH
and EIGHTH of this Amended and Restated Certificate of Incorporation and this Article NINTH. The corporation expressly
elects not to be governed by the provisions of Sections 33-797(f), 33-817(13), 33-831(i) or 33-881(f) of the CBCA pertaining
to the shareholder vote required for corporations incorporated under the laws of the State of Connecticut prior to January 1,
1997 with respect to approval of an amendment of a certificate of incorporation, a plan of merger or share exchange, a sale of
assets other than in the ordinary course of business or dissolution.
Signed on February 21, 2024
/s/ Richard S. Smith, Jr.
Richard S. Smith, Jr.
Senior Vice President, General Counsel
and Secretary
Exhibit 10.27(a)
SCHEDULE IDENTIFYING AGREEMENTS SUBSTANTIALLY IDENTICAL TO THE FORM
OF CHANGE IN CONTROL AGREEMENT
In accordance with Instruction 2 to Item 601 of Regulation S-K, Kaman Corporation has omitted filing Change in Control Agreements with
each of the executive officers listed below, which agreements are substantially identical in all material respects to the form of Change in
Control Agreement filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8,
2022, with the changes noted below:
Executive Officer
Ian K. Walsh
Wilfredo R. Dilig
Carroll K. Lane
Megan A. Morgan
Richard S. Smith, Jr.
Kristen M. Samson
Matthew K. Petterson
Applicability of Language for
Executive that already has a
Change in Control Agreement?
(Y/N)
Y
N
N
N
N
N
N
Multiple for purposes of
Section 5.1(a)(i) and (ii)
Three (3) times
Two (2) times
Two (2) times
Two (2) times
Two (2) times
Two (2) times
One and a half (1.5) times
Exhibit 10.32
PRIVATE & CONFIDENTIAL
December 5, 2023
Megan A. Morgan
1332 Blue Hills Avenue
Bloomfield, CT 06002
RE: Cash Retention Bonus Agreement
Dear Megan:
On behalf of Kaman Corporation (the “Company”), I am writing to inform you that, pursuant to the terms of this letter agreement (this
“Agreement”), the Company is providing you with the opportunity to receive a cash retention bonus (a “Retention Bonus”). The Company
is offering this Retention Bonus opportunity in light of the important role you are expected to play in our future success.
You will be entitled to receive a Retention Bonus in the amount of $166,405.00 subject to your continued employment with the Company
through the third anniversary of the Effective Date set forth below (the “Completion Date”).
Your Retention Bonus, if earned, will be paid to you in a lump sum on the next regularly scheduled payroll date following the Completion
Date, less applicable withholdings and deductions.
Reference is hereby made to that certain Change in Control Agreement, between you and the Company, dated as of June 8, 2022 (the “CIC
Agreement”). Notwithstanding anything herein to the contrary, if your employment is terminated by the Company prior to the third
anniversary of the Effective Date under circumstances which entitle you to severance payments and benefits under the CIC Agreement,
without regard to whether a “Change in Control” has occurred for purposes thereof, or under any broad-based executive severance policy,
plan or program maintained by the Company, the Completion Date shall be deemed to be the date of such termination and you shall be
entitled to the Retention Bonus hereunder.
In addition, notwithstanding anything herein to the contrary, if your employment with or other service to the Company terminates prior to the
third anniversary of the Effective Date because of death or Disability (as defined in Section 22(e)(3) of the Code), the Completion Date shall
be deemed to be the date of such event.
You agree and acknowledge that the provisions of Section 2 (Protection of Company Interests) and Section 20 (Taxes; Limitation on Excess
Parachute Payments) of the Restricted Stock Agreement between you and the Company, dated as of December 5, 2023 are hereby
incorporated by reference into this Agreement as if first set forth herein and, without limiting any other provision of this Agreement, such
provisions will continue to apply to you in accordance with their terms.
Neither this Agreement, nor any modification thereof, nor the payment of any benefits hereunder, will be construed as giving you the right to
be retained in the service of the Company. Your employment with the Company is “at-will,” meaning that either you or the Company may
terminate your employment at any time and for any reason. This Retention Agreement will be governed by and construed and enforced in
accordance with the laws of the State of Connecticut without regard to conflicts of laws principles.
Kaman Corporation I 1332 Blue Hills Avenue I Bloomfield, CT 06002 USA I P: +1 860.243.7100 I F: +1 860.243.6365 I kaman.com
If you are in agreement with the terms of this Agreement, please sign and date below and return it to me at your earliest opportunity, but no
later than December 8, 2023.
Sincerely,
KAMAN CORPORATION
/s/ Ian Walsh
By: Ian K. Walsh
Its: President & Chief Executive Officer
Agreed to and accepted by:
/s/ Megan Morgan Effective Date: 12/5/2023
Megan Morgan
Kaman Corporation I 1332 Blue Hills Avenue I Bloomfield, CT 06002 USA I P: +1 860.243.7100 I F: +1 860.243.6365 I kaman.com
RESTRICTED SHARE AGREEMENT
(Under the Kaman Corporation
Amended and Restated 2013 Management Incentive Plan)
THIS RESTRICTED SHARE AGREEMENT (this “Agreement”), is made and entered into as of the 5th day of
December 2023, by and between KAMAN CORPORATION, a Connecticut corporation with its principal office in Bloomfield,
Connecticut (the “Company”), and Megan A. Morgan. (the “Participant”).
Exhibit 10.33
Grant Date: 05-Dec-2023
Number of Restricted Shares: 7,809
1.
Restricted Share Award.
(a)
Subject to the terms and conditions set forth in this Agreement, including, without limitation, the terms
and conditions of the Restrictive Covenant Addendum attached hereto, the terms of which are fully incorporated herein, the
Company hereby grants to the Participant, effective as of the Grant Date set forth above (the “Grant Date”), the number of
Restricted Shares set forth above (the “Restricted Shares”). The Restricted Shares are granted under, and are subject to all of
the terms and provisions of, the Kaman Corporation Second Amended and Restated 2013 Management Incentive Plan (the
“Plan”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan.
(b)
The number of Restricted Shares shall be transferred to the Participant as additional compensation for
services rendered to the Company or one of its Subsidiaries. The Restricted Shares may be subject to forfeiture during a
specified time period, as more particularly described in Sections 2 and 3 of this Agreement.
(c)
In order for the transfer of Restricted Shares to occur, each Participant must execute and deliver a copy of
this Agreement, including, without limitation, the Restrictive Covenant Addendum attached hereto, to the Chief Human
Resources Officer of the Company (the “Custodian”) at the Company’s principal executive offices located in Bloomfield,
Connecticut, within fourteen (14) days of December 5, 2023. Promptly thereafter, the Restricted Shares shall be issued in
uncertificated form and recorded on the shareholder records maintained by the Transfer Agent and Registrar of the Company’s
Common Stock (the “Transfer Agent”). If the Restricted Shares are subject to forfeiture, the Custodian will cause a notation to
be placed on such records restricting any transfer of the Restricted Shares until the end of the applicable Installment Restriction
Period described in Section 2 of this Agreement. Restricted Shares not subject to forfeiture at the Grant Date shall also be
promptly issued in uncertificated form to the Participant but without such restrictive notation.
(d)
Effective upon the date of issuance to the Participant of the Restricted Shares registered in the
Participant’s name, the Participant will be a holder of record of the Restricted Shares and will have, subject to the terms and
conditions of this Agreement, all rights of a shareholder with respect to such Shares including the right to vote such Shares at
any meeting of shareholders of the Company at which such Shares are entitled to vote and the right to receive all distributions
of any kind paid with respect to such Shares. If distributions are paid in the form
1
of Shares, any such Shares will be deemed additional “Restricted Shares” hereunder, will be subject to forfeiture if and to the
same extent as the Shares with respect to which such Shares are paid as a dividend and will be issued in the same manner as provided in
subsection (c) above.
2.
Lapse of Restrictions. All restrictions set forth in Section 3 below will lapse in their entirety with respect to one hundred
percent (100%) of the Restricted Shares on the third anniversary of the Grant Date.
Such period is referred to as the “Restriction Period.” Subject to the following provisions, Restricted Shares subject to
the Restriction Period shall, as of the end of the Restriction Period, be no longer subject to forfeiture (e.g., they will become
“vested”).
(a) As soon as reasonably practicable after the end of the Restriction Period, the Custodian will instruct the
Transfer Agent to remove the transfer restriction notation referred to in Section 1(c) of this Agreement; provided, however, that
the Custodian shall not issue such instruction until the Participant has either (i) paid, or (ii) made provisions satisfactory to the
Committee for the payment of, all applicable tax withholding obligations.
(b)
If the Participant’s employment with or other service to the Company or a Subsidiary terminates prior to
the third anniversary of the Grant Date under circumstances which entitle the Participant to severance payments and benefits
under that certain Change in Control Agreement, between you and the Company, dated as of June 8, 2022, without regard to
whether a “Change in Control” has occurred for purposes thereof, or under any broad-based executive severance policy, plan
or program maintained by the Company, the Restriction Period shall end on the Participant’s date of termination and one
hundred percent (100%) of the Restricted Shares shall vest as of such date.
(c)
If the Participant’s employment with or other service to the Company or a Subsidiary terminates during
the Restriction Period because of death or Disability (as defined in Section 22(e)(3) of the Code), effective on the date of that
event all restrictions set forth in Section 3 of this Agreement will lapse in their entirety with respect to all of the Restricted
Shares and all such Shares shall be vested.
(d)
The vesting of Restricted Shares under this Agreement will result in the Participant’s recognition of
income for federal and state tax purposes (and/or foreign tax purposes, if applicable) and shall be subject to all applicable tax
and tax withholding requirements. The Company or any Subsidiary shall have the authority and the right to deduct or withhold,
or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state, local and foreign
taxes (including Participant’s FICA or employment tax obligations) required by law to be withheld with respect to the vesting
of the Restricted Shares. The Company may, in its sole discretion and in satisfaction of the foregoing requirement, withhold, or
allow the Participant to elect to have the Company withhold, Shares otherwise issuable upon the vesting of any of the
Restricted Shares (or allow the surrender of Shares). Unless otherwise determined by the Committee, the number of Shares so
withheld or surrendered shall be limited to the number of Shares that have a Fair Market Value on the date of withholding or
repurchase no greater than the aggregate amount of such liabilities based on the minimum statutory withholding rates for
federal, state, local and foreign income tax and payroll tax purposes that are applicable to supplemental taxable income. For
purposes of this paragraph, such withheld or surrendered Shares shall be valued at the closing price of the Company’s
Common Stock in the New York Stock Exchange on
2
the most recent trading day preceding the date of determination on which sales of the Shares occurred.
3.
Restrictions. The Restricted Shares are restricted and subject to forfeiture in accordance with and subject to the
following provisions:
(a)
Except as provided in Sections 2(b) and (c), if the Participant’s employment with or other service to the
Company or a Subsidiary terminates during the Restriction Period, then effective upon the date of termination, all Restricted
Shares which are not vested shall automatically be forfeited to the Company. Employment or other service will not be deemed
to have terminated for this purpose by reason of a leave of absence approved by the Committee.
(b) None of the Restricted Shares, nor the Participant’s interest in any of the Restricted Shares, may be
encumbered, sold, assigned, transferred, pledged or otherwise disposed of at any time during the Restriction Period. In the
event of any such action, all then Restricted Shares shall automatically be forfeited to the Company effective upon the date of
such event. The Participant will repay to the Company all dividends, if any, paid on or after the date of the event with respect
to the forfeited Shares.
(c)
If the Participant at any time forfeits Restricted Shares pursuant to this Agreement, the Custodian is
authorized to cause such forfeited Shares to be cancelled and transferred to the Company. All of the Participant’s rights to and
interest in the Restricted Shares shall terminate upon forfeiture without payment of consideration.
(d)
If Restricted Shares are forfeited under this Agreement, the Custodian shall direct the Transfer Agent to
make appropriate entries upon its records showing the cancellation of the Restricted Shares and to return the Shares to the
Company.
(e)
The Committee shall make all determinations in connection with this Agreement, including
determinations as to whether an event has occurred resulting in the forfeiture of or lapse of restrictions on Restricted Shares
and all such determinations of the Committee shall be final and conclusive.
4.
Appointment of Agent. By executing this Agreement, the Participant, if the Restricted Shares are subject to
forfeiture, irrevocably nominates, constitutes and appoints the Custodian as his or her agent and attorney-in-fact for purposes of
surrendering or transferring the Restricted Shares to the Company upon any forfeiture required or authorized by this
Agreement. This power is intended as a power coupled with an interest and shall survive the Participant’s death. In addition, it
is intended as a durable power and shall survive the Participant’s Disability.
5.
No Employment Rights. No provision of this Agreement shall:
(a)
confer or be deemed to confer upon the Participant any right to continue in the employ of the Company or
any Subsidiary or in any way affect the right of the Company or any Subsidiary to dismiss or otherwise terminate the
Participant’s employment at any time for any reason with or without cause, or
Shares which may result under this Agreement if the Participant’s employment is so terminated, or
(b)
be construed to impose upon the Company or any Subsidiary any liability for any forfeiture of Restricted
3
not an employee of the Company or a Subsidiary.
(c)
affect the Company’s right to terminate or modify any contractual relationship with a Participant, who is
6.
No Liability for Business Acts or Omissions.
(a)
The Participant recognizes and agrees that the Board or the officers, agents or employees of the Company,
including the Custodian, their conduct of the business and affairs of the Company, may cause the Company to act, or to omit to
act, in a manner that may, directly or indirectly, prevent the Restricted Shares from vesting under this Agreement. No provision
of this Agreement shall be interpreted or construed to impose any liability upon the Company, the Board or any officer, agent
or employee of the Company, including the Custodian for any forfeiture of Restricted Shares that may result, directly or
indirectly, from any such action or omission.
(b)
In the event of recapitalization, stock split, stock dividend, divisive reorganization or other change in
capitalization affecting the Company’s Shares, an appropriate adjustment will be made in respect of the Restricted Shares. Any
new or additional or different Shares or securities issued as the result of such an adjustment will be deemed included within the
term “Restricted Shares” hereunder, will be subject to forfeiture if and to the same extent as the Shares with respect to which
such adjustment is made and will be issued in the same manner as provided in Section 1(c) of this Agreement.
7.
Interpretation. This Agreement shall at all times be interpreted, administered and applied in a manner consistent
with the provisions of the Plan. In the event of any inconsistency between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall control and the Plan is incorporated herein by reference.
8.
Amendment; Modification; Waiver. No provision of this Agreement may be amended, modified or waived unless
such amendment, modification or waiver shall be authorized by the Committee; provided, that no such amendment or
modification shall adversely affect the Grantee's material rights under this Agreement without the Grantee's consent, except to
comply with laws, regulations or rules under Section 18.8 of the Plan.
4
9.
Complete Agreement. This Agreement, including the Restrictive Covenant Addendum attached hereto, and the terms
and provisions of the Plan contain the entire agreement of the parties relating to the subject matter of this Agreement and
supersedes any prior agreements or understandings with respect thereto.
10. Agreement Binding. This Agreement shall be binding upon and inure to the benefit of the Company, its
successors and assigns and the Participant, his or her heirs, devisees and legal representatives.
11.
Legal Representative. In the event of the Participant’s death or a judicial determination of his or her
incompetence, reference in this Agreement to the Participant shall be deemed to refer to his or her legal representative, heirs or
devisees, as the case may be.
12. Business Day. If any event provided for in this Agreement is scheduled to take place on a day on which the
Company’s corporate offices are not open for business, such event shall take place on the next succeeding day on which the
Company’s corporate offices are open for business.
13.
Titles. The titles to sections or paragraphs of this Agreement are intended solely for convenience and no
provision of this Agreement is to be construed by reference to the title of any section or paragraph.
14. Consent to Transfer of Data. By accepting this Agreement, the Participant hereby consents to the collection, use,
disclosure, and transfer (including overseas) of such Participant’s personal data in connection with, or as necessary or
appropriate for, the administration of this award and the Plan under which it is issued, including without limitation to Solium
Capital LLC and Morgan Stanley Smith Barney LLC (collectively with their respective affiliates, “Shareworks”), service
providers which are assisting the Company with the implementation and administration of the Plan. The Company may select
one or more different service providers or additional service providers and share personal data with such other service
providers in a similar manner. Participant may be asked to agree on separate terms and data processing practices with the
service providers, with such agreement being a condition to the ability to participate in the Plan and access any Participant
portal that may be provided by service provider.
15.
Notices.
(a) Any notice to the Company pursuant to any provision of this Agreement will be deemed to have been
delivered when delivered in person to the President or Secretary of the Company, when deposited in the United States mail,
addressed to the President or Secretary of the Company, at the Company’s corporate offices, when delivered to the President or
Secretary of the Company by electronic mail, or when delivered to such other address as the Company may from time to time
designate in writing.
(b) Any notice to the Participant pursuant to any provision of this Agreement will be deemed to have been
delivered when delivered to the Participant in person, when deposited in the United States mail, addressed to the Participant at
the address on the shareholder records of the Company, when delivered to the Participant by electronic mail, or when delivered
to such other address as the Participant may from time to time designate in writing.
5
16. Administration And Interpretation. The administration of the Restricted Share Award evidenced by this
Agreement shall be subject to such rules and regulations as the Committee deems necessary or advisable for the administration
of the Plan. The determination or the interpretation and construction of any provision of this Agreement and the Plan by the
Committee shall be final and conclusive upon all concerned, unless otherwise determined by the Board of Directors of the
Company. This Agreement shall at all times be interpreted and applied in a manner consistent with the provisions of the Plan,
and in the event of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall
control, the terms of the Plan being incorporated herein by reference.
17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all
of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by
facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to
preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the
paper document bearing an original signature.
18.
Electronic Delivery. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent
permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but
not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual
and quarterly reports, and all other agreements, forms and communications) in connection with this and any other prior or
future incentive award or program made or offered by the Company or its predecessors or successors. Electronic delivery of a
document to the Participant may be via a Company e-mail system or by reference to a location on a Company intranet site to
which the Participant has access.
19. Compensation Recovery. The Company may cancel, forfeit or recoup any rights or benefits of, or payments to,
the Participant hereunder, including but not limited to any Shares issued by the Company following vesting of the Restricted
Shares under this Agreement or the proceeds from the sale of any such Shares, under any compensation recovery policy that it
may establish and maintain from time to time, to meet listing requirements that may be imposed in connection with the Dodd-
Frank Wall Street Reform and Consumer Protection Act or otherwise. The Company shall delay the exercise of its rights under
this Section for the period as may be required to preserve equity accounting treatment.
20.
Taxes; Limitation on Excess Parachute Payments. The settlement of this Award is conditioned on the Participant
making arrangements reasonably satisfactory to the Company for the withholding of all applicable federal, state, local or
foreign taxes as may be required under applicable law. The Participant shall bear all expense of, and be solely responsible for,
all federal, state, local or foreign taxes due with respect to any payment received under this Award Agreement.
Notwithstanding any other provision in this Award Agreement to the contrary, any payment or benefit received or to be
received by the Participant in connection with a Change in Control or the termination of employment (whether payable under
the terms of this Award Agreement or any other plan, arrangement or agreement with the Company or one of its Subsidiaries
(collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code,
shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of
the Code (the “Excise Tax”), but only if, by reason of such reduction, the net after-tax benefit received by the Participant shall
exceed the net after-tax
6
benefit that would be received by the Participant if no such reduction was made. Whether and how the limitation under this
Section 20 is applicable shall be determined under the Section 280G Rules set forth in Exhibit A, which shall be enforceable as
if set forth in this Award Agreement.
21. Changes to Award Administration. Notwithstanding any other provision herein to the contrary, the Company or
the Custodian may provide an alternative process for delivery to the Custodian of an executed copy of this Agreement, and
may change the method and process for the issuance, recordation and delivery of the Restricted Shares to or for the benefit of
Participant (including at vesting) and for the maintenance of Participant’s account. Without limiting the generality of the
foregoing, the Company or the Custodian may select one or more service providers, including the Transfer Agent and
Shareworks, to assist with the maintenance and administration of the Plan and Participant’s account, and may deliver the
Restricted Shares in book-entry form and/or through electronic delivery of the Restricted Shares to a brokerage account for the
benefit of the Participant. Participant hereby agrees that Section 14 and this Section 21 shall apply to all other outstanding
awards granted to Participant under the Plan, any predecessor plan or the Kaman Corporation 2003 Stock Incentive Plan,
including any awards granted pursuant to Restricted Share Agreements, Non-Statutory Stock Option Agreements, Performance
Stock Unit Agreements, and Restricted Stock Unit Agreements, as if this provision were set out in such award agreements.
YOU MUST REVIEW AND ACKNOWLEDGE ACCEPTANCE OF THE TERMS OF THIS AGREEMENT,
INCLUDING SPECIFICALLY THE RESTRICTIVE COVENANT ADDENDUM ATTACHED HERETO AND THE
COMPENSATION RECOVERY PROVISIONS UNDER SECTION 19 OF THIS AGREEMENT, BY EXECUTING
THIS AGREEMENT AND THE RESTRICTIVE COVENANT ADDENDUM ATTACHED HERETO
ELECTRONICALLY WITHIN 14 DAYS OF DECEMBER 5, 2023; PROVIDED, HOWEVER, THAT THE
COMMITTEE MAY, AT ITS DISCRETION, EXTEND THIS DATE. FAILURE TO ACCEPT THE REFERENCED
TERMS AND TO EXECUTE THIS AGREEMENT AND THE RESTRICTIVE COVENANT ADDENDUM
ATTACHED HERETO ELECTRONICALLY WILL RESULT IN FORFEITURE OF YOUR AWARD.
7
IN WITNESS WHEREOF, the parties have executed this Agreement, or caused this Agreement to be executed, as of
the date first written above.
KAMAN CORPORATION
By: /s/ Ian Walsh
Name: Ian K. Walsh
Title: President & CEO
PARTICIPANT
Megan Morgan
8
Exhibit A—Section 280G Rules To Restricted Stock Agreement
The following rules shall apply for purposes of determining whether and how the limitations provided under Section 20 are
applicable to the Participant.
1. The “net after-tax benefit” shall mean (i) the Payments (as defined in Section
20) which the Participant receives or is then entitled to receive from the Company or a Subsidiary or Affiliate that would
constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state
and local income and employment taxes payable by the Participant with respect to the foregoing calculated at the highest
marginal income tax rate for each year in which the foregoing shall be paid to the Participant (based on the rate in effect for
such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of
Excise Tax imposed with respect to the payments and benefits described in (i) above.
2. All determinations under Section 20 of this Award Agreement and this Exhibit A will be made by an accounting
firm or law firm that is selected for this purpose by the Company’s Chief Executive Officer prior to a Change in Control
(the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the
280G Firm to submit any determination it makes under Section 20 of this Award Agreement and this Exhibit A and detailed
supporting calculations to both the Participant and the Company as soon as reasonably practicable.
3. If the 280G Firm determines that one or more reductions are required under Section 20 of this Award Agreement,
the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash
benefits, in each such case first from amounts not subject to Section 409A of the Code and then from amounts subject to
Section 409A of the Code, with the Payments that otherwise would be made last in time reduced first) to the extent
necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the
Company shall pay such reduced amount to the Participant.
4. As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its
determinations under this Section, it is possible that amounts will have been paid or distributed to the Participant that
should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or
distributed to the Participant (collectively, the “Underpayments”). If the 280G Firm determines, based on either the
assertion of a deficiency by the Internal Revenue Service against the Company or the Participant, which assertion the 280G
Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has
been made, the Participant must repay to the Company, without interest; provided, however, that no loan will be deemed to
have been made and no amount will be payable by the Participant to the Company unless, and then only to the extent that,
the deemed loan and payment would either reduce the amount on which the Participant is subject to tax under Section 4999
of
831244.02-BOSSR01A - MSW A-
the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon
controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Participant
and the Company of that determination and the amount of that Underpayment will be paid to the Participant promptly by
the Company.
5. The Participant will provide the 280G Firm access to, and copies of, any books, records, and documents in the
Participant’s possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in
connection with the preparation and issuance of the determinations and calculations contemplated by Section 20 of this
Award Agreement and this Exhibit A.
831244.02-BOSSR01A - MSW A-
KAMAN CORPORATION
SECOND AMENDED AND RESTATED 2013 MANAGEMENT INCENTIVE PLAN
RESTRICTIVE COVENANT ADDENDUM
_______________
The Participant has been granted an Award pursuant to the Kaman Corporation Second Amended and Restated
2013 Management Incentive Plan (the “Plan”). In consideration for granting the Award, the Participant must
acknowledge and agree to this Restrictive Covenant Addendum or decline the Award.
_______________
The Participant acknowledges, understands and agrees that by accepting the Award the Participant will be bound by, and
will abide by, the Restrictive Covenants set forth below. In the event that the Participant does not wish to abide by the terms of
the Restrictive Covenants, the Participant may simply decline the Award. Declining the Award will not have any adverse impact
on the Participant’s employment with the Company and its Affiliates. The Participant further acknowledges that the Participant
has been provided at least ten (10) business days to review the Restrictive Covenants before accepting the Award and has had the
opportunity to consult with legal counsel if the Participant so chooses before executing and accepting this Award Agreement
(including the Restrictive Covenants incorporated herein).
If at any time during the term of the Award while the Participant is an employee of or service provider to the Company or
its Affiliates, or within twelve (12) months after the termination of Participant’s employment or service, the Participant violates
the terms of the Restrictive Covenants, then (i) the unvested portion of the Award shall terminate effective as of the date the
Participant entered into such activity (unless the Award is terminated sooner by operation of another term or condition of the
Award Agreement or the Plan) and (ii) you shall be required to repay the Company an amount equal to any gains realized upon
any vesting or settlement of the Award that occurs during the period beginning 180 days prior to the termination of your
employment or any time thereafter. For purposes of this Addendum, the gain realized shall be deemed to be the fair market value
of the shares that become vested or settled as of the date of vesting or settlement.
Restrictive Covenants:
The Participant understands that during Participant’s employment or service with the Company and its Affiliates, the
Participant will have access to the Company’s and its Affiliates’ confidential information and key business relationships. The
Participant agrees, therefore, that the Restrictive Covenants, as set forth below, are reasonable and necessary to protect the
interests of the Company and its Affiliates.
1.
Protection of Confidential Information.
(a)
Definition of Confidential Information. The term “Confidential Information” means any information about the
Company’s and its Affiliates’ business or its employees that is not generally known to the public. Examples of
Confidential Information include, but are not limited to, information about: customers, vendors, pricing and costs,
business strategies and plans, financial data, technology, and
831244.02-BOSSR01A - MSW
ADDENDUM-1
business methods or processes used or considered by the Company and/or its Affiliates.
(b)
Nondisclosure and Prohibition against Misuse. During Participant’s employment or service, Participant will not
use or disclose any Confidential Information, without the Company’s prior written permission, for any purpose other than
performance of Participant’s duties for the Company and its Affiliates.
(c)
Non-Disclosure and Return of Property Upon Termination. After termination of Participant’s employment or
service, Participant will not use or disclose any Confidential Information for any purpose. Immediately upon termination
of Participant’s employment or service, Participant will return any Confidential Information in Participant’s possession to
the Company. If Participant has Confidential Information that has been saved or transferred to any device not owned by
the Company and/or its Affiliates, Participant will immediately notify the Company, and make such device available to
the Company so that it may remove any Confidential Information from the device.
2.
Protection of Company Interests.
(a)
Definitions.
(i)
“Company’s Business” means the products manufactured, marketed and sold an/or the services
provided by any operation of the Company and/or its Affiliates for which the Participant has worked or to which
the Participant was assigned or had responsibility (either direct or supervisory), at the time of the termination of
the Participant’s employment or service and any time during the twenty-four (24) month period prior to such
termination.
(ii)
“Restricted Territory” means the geographic area(s) within a one hundred (100) mile radius of any
and all Company location(s) in or for which the Participant has worked or to which the Participant was assigned or
had responsibility (either direct or supervisory) during the twenty-four (24) month period prior to such
termination.
(b)
Non-Competition. During Participant’s employment or service and for twelve (12) months after
termination of Participant’s employment or service, Participant will not directly or indirectly, on behalf of Participant or in
conjunction with any other person or entity:
(i)
own any business (other than less than three percent (3%) ownership in a publicly traded company)
that competes with the Company’s Business in the Restricted Territory;
(ii)
work in the Restricted Territory for any person or entity that competes with the Company’s
Business, in any role: (1) that is similar to any position Participant held with the Company and its Affiliates during
the twenty-four (24) months preceding the termination of Participant’s employment or service, or (2) that may
cause Participant to inevitably rely upon or disclose the Company’s and/or its Affiliates’ Confidential Information.
831244.02-BOSSR01A - MSW
ADDENDUM-2
(c)
Non-Solicitation of Customers and Employees. During Participant’s employment or service with the
Company and for twelve (12) months after termination of Participant’s employment or service, Participant will not
directly or indirectly, on behalf of Participant or in conjunction with any other person or entity:
(i)
solicit or accept business from any customer or prospective customer of the Company and/or its
Affiliates with whom Participant had contact during the last twenty-four (24) months of Participant’s service or
about whom Participant had any Confidential Information, if the products or services that customer intends to
purchase are similar to products or services offered by the Company and/or its Affiliates;
(ii)
solicit or hire any employee or independent contractor of the Company and/or its Affiliates, who
worked for the Company and/or its Affiliates during the six (6) months preceding termination of Participant’s
service, to work for Participant or Participant’s new employer.
For purposes of this section, “solicit” means:
(i)
Any comments, conduct or activity that would influence a customer’s decision to continue doing
business with the Company and/or its Affiliates, regardless of who initiates contact; and
(ii)
Any comments, conduct or activity that would influence an employee’s or independent contractor’s
decision to resign employment with the Company and/or its Affiliates or accept employment with Participant’s
new company, regardless of who initiates contact.
3.
Limitations on Confidentiality. The Participant understands that the foregoing confidentiality provisions do not
prohibit Participant from providing truthful information in good faith to any federal, state or local governmental agency, entity or
official regarding an alleged violation of federal or state law or regulation or any other disclosures that are protected under the
whistleblower provisions of federal or state law. The Participant understands that Participant will not be held criminally or civilly
liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal,
state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or
investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal.
4.
Injunctive Relief and Attorney’s Fees. The Participant agrees that in the event Participant breaches the
Restrictive Covenants, the Company and its Affiliates will be irreparably harmed and entitled to an injunction restraining any
further breach, without the necessity of showing any actual damages or that money damages would not afford an adequate
remedy and without the necessity of posting any bond or other security, in addition to any other rights (including clawback and
forfeiture) to which the Company and/or its Affiliates are entitled. Further, Participant will be responsible for all attorneys’ fees,
costs and expenses incurred by the Company and its Affiliates to enforce the Restrictive Covenants. Additionally, any time
periods for restrictions set forth in Section 2 above will be extended by an amount of time equal to the duration of any time
period during which Participant in violation of the Restrictive Covenants.
831244.02-BOSSR01A - MSW
ADDENDUM-3
5.
Protections for Affiliates. The Restrictive Covenants are intended to benefit all Company Affiliates for which
Participant performs services, for which Participant has customer contact or about which Participant receives Confidential
Information. Therefore, any Company Affiliate that may be adversely affected by a breach may enforce the Restrictive Covenants
regardless of which entity actually employs Participant at the time.
6.
Clawback. The Participant understands and acknowledges that the Award is subject to any compensation recovery
policy that is adopted by the Company or is otherwise required by applicable law, including any Company policies that may be
adopted and/or modified from time to time, and that the Award is subject to potential cancellation, recoupment, rescission,
payback or other action in accordance with the terms of such policy. By accepting the Award, the Participant agrees and consents
to the Company’s application, implementation and enforcement of any such policy.
7.
Subsequent Employment Protocol. During Participant’s employment or service with the Company and for
twelve (12) months after termination of Participant’s employment or service, prior to accepting employment with any person or
entity, Participant will provide Participant’s prospective employer with a copy of the Award Agreement and this Addendum.
Additionally, either before accepting subsequent employment or within twenty-four (24) hours of such acceptance, Participant
will notify the Company of Participant’s prospective employer’s name, address and telephone number, and a description of the
job duties.
8.
Certifications. The Participant hereby certifies that Participant: (a) has not and will not use or disclose to the
Company or its Affiliates any confidential information and/or trade secrets belonging to others, including Participant’s prior
employers; (b) will not use any prior inventions made by Participant and which the Company and its Affiliates are not legally
entitled to learn of or use; and (c) is not subject to any prior agreements that would prevent Participant from fully performing
Participant’s duties for the Company and its Affiliates.
9.
Further Acknowledgements. The Participant acknowledges, understands and agrees that the Restrictive
Covenants will apply to the Participant irrespective of the amount the Participant earns under the Award Agreement. The
Participant also understands and acknowledges that the Company may recover any gains realized upon vesting or settlement of
the Award in the event the Participant breaches the Restrictive Covenants after the Award settles or vests.
10.
Jurisdiction-and Other Specific Requirements. A Participant working in a jurisdiction identified below will be
subject to the applicable requirements set forth below:
(a)
California. For employees residing in California at the time of execution of the Award Agreement and this
Addendum (including the Restrictive Covenants incorporated herein), Section 2(b), 2(c) of this Addendum shall not
apply.
(b)
Colorado. Section 2(b) of this Addendum does not apply unless the employee who, at the time the covenant not to
compete is entered and at the time it is enforced, earns an annualized amount equal to $101,250 as of 2022 (which is
adjusted on a yearly basis). Section 2(c) of this Addendum does not apply unless the employee who, at the time the
covenant not to solicit is entered and at the time it is enforced, earns an annualized amount equal to $60,750 as of 2022
(which is adjusted on a yearly basis).
831244.02-BOSSR01A - MSW
ADDENDUM-4
The Participant may designate receipt and acceptance of the Award via electronic confirmation in accordance with
instructions that accompany an electronic delivery of this Award Agreement by the Company to the Participant.
You must continue employment or service for at least 60 days after the Grant Date and, within that period, acknowledge
and agree to the terms of the Award Agreement, including the Addendum containing the Restrictive Covenants. If either
of these requirements is not met, the Award will be forfeited.
ACKNOWLEDGED AND AGREED:
Megan Morgan
Participant
05-Dec-2023 13:07 MST
Date
831244.02-BOSSR01A - MSW
ADDENDUM-5
Exhibit 10.34
PRIVATE & CONFIDENTIAL
December 5, 2023
Richard S. Smith, Jr.
1332 Blue Hills Avenue
Bloomfield, CT 06002
RE: Cash Retention Bonus Agreement
Dear Richard:
On behalf of Kaman Corporation (the “Company”), I am writing to inform you that, pursuant to the terms of this letter agreement (this
“Agreement”), the Company is providing you with the opportunity to receive a cash retention bonus (a “Retention Bonus”). The Company
is offering this Retention Bonus opportunity in light of the important role you are expected to play in our future success.
You will be entitled to receive a Retention Bonus in the amount of $212,500.00, subject to your continued employment with the Company
through the third anniversary of the Effective Date set forth below (the “Completion Date”). In addition, you will be entitled to receive the
Retention Bonus if you retire following the second anniversary of the Effective Date; provided that (1) you provide the Company with at
least six months prior written notice of your retirement date (the “Notice Period”) and(2) during the Notice Period, you remain employed
and take all actions reasonably requested of you to assist the Company in its efforts to identify and transition to your successor. Subject to the
satisfaction of the foregoing conditions, the date of your retirement shall be the Completion Date.
Your Retention Bonus, if earned, will be paid to you in a lump sum on the next regularly scheduled payroll date following the Completion
Date, less applicable withholdings and deductions.
Reference is hereby made to that certain Change in Control Agreement, between you and the Company, dated as of January 27, 2023 (the
“CIC Agreement”) . Notwithstanding anything herein to the contrary, if your employment is terminated by the Company prior to the third
anniversary of the Effective Date under circumstances which entitle you to severance payments and benefits under the CIC Agreement,
without regard to whether a “Change in Control” has occurred for purposes thereof, or under any broad-based executive severance policy,
plan or program maintained by the Company, the Completion Date shall be deemed to be the date of such termination and you shall be
entitled to the Retention Bonus hereunder.
In addition, notwithstanding anything herein to the contrary, if your employment with or other service to the Company terminates prior to the
third anniversary of the Effective Date because of death or Disability (as defined in Section 22(e)(3) of the Code), the Completion Date shall
be deemed to be the date of such event.
You agree and acknowledge that the provisions of Section 2 (Protection of Company Interests) and Section 20 (Taxes; Limitation on Excess
Parachute Payments) of the Restricted Stock Agreement between you and the Company, dated as of December 5, 2023 are hereby
incorporated by reference into this Agreement as if first set forth herein and, without limiting any other provision of this Agreement, such
provisions will continue to apply to you in accordance with their terms.
Neither this Agreement, nor any modification thereof, nor the payment of any benefits hereunder, will be construed as giving you the right to
be retained in the service of the Company. Your employment with the Company is “at-will,” meaning that either you or the Company may
terminate your employment at any time and for any reason. This Retention
Kaman Corporation I 1332 Blue Hills Avenue I Bloomfield, CT 06002 USA I P: +1 860.243.7100 I F: +1 860.243.6365 I kaman.com
Agreement will be governed by and construed and enforced in accordance with the laws of the State of Connecticut without regard to
conflicts of laws principles.
If you are in agreement with the terms of this Agreement, please sign and date below and return it to me at your earliest opportunity, but no
later than December 8, 2023.
Sincerely,
KAMAN CORPORATION
/s/ Ian Walsh
By: Ian K. Walsh
Its: President & Chief Executive Officer
Agreed to and accepted by:
/s/ Richard S. Smith Effective Date: 12/5/2023
Richard S. Smith, Jr.
Kaman Corporation I 1332 Blue Hills Avenue I Bloomfield, CT 06002 USA I P: +1 860.243.7100 I F: +1 860.243.6365 I kaman.com
RESTRICTED SHARE AGREEMENT
(Under the Kaman Corporation
Amended and Restated 2013 Management Incentive Plan)
THIS RESTRICTED SHARE AGREEMENT (this “Agreement”), is made and entered into as of the 5th day of
December 2023, by and between KAMAN CORPORATION, a Connecticut corporation with its principal office in Bloomfield,
Connecticut (the “Company”), and Richard S. Smith, Jr. (the “Participant”).
Exhibit 10.35
Grant Date: 05-Dec-2023
Number of Restricted Shares: 9,972
1.
Restricted Share Award.
(a)
Subject to the terms and conditions set forth in this Agreement, including, without limitation, the terms
and conditions of the Restrictive Covenant Addendum attached hereto, the terms of which are fully incorporated herein, the
Company hereby grants to the Participant, effective as of the Grant Date set forth above (the “Grant Date”), the number of
Restricted Shares set forth above (the “Restricted Shares”). The Restricted Shares are granted under, and are subject to all of
the terms and provisions of, the Kaman Corporation Second Amended and Restated 2013 Management Incentive Plan (the
“Plan”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan.
(b)
The number of Restricted Shares shall be transferred to the Participant as additional compensation for
services rendered to the Company or one of its Subsidiaries. The Restricted Shares may be subject to forfeiture during a
specified time period, as more particularly described in Sections 2 and 3 of this Agreement.
(c)
In order for the transfer of Restricted Shares to occur, each Participant must execute and deliver a copy of
this Agreement, including, without limitation, the Restrictive Covenant Addendum attached hereto, to the Chief Human
Resources Officer of the Company (the “Custodian”) at the Company’s principal executive offices located in Bloomfield,
Connecticut, within fourteen (14) days of December 5, 2023. Promptly thereafter, the Restricted Shares shall be issued in
uncertificated form and recorded on the shareholder records maintained by the Transfer Agent and Registrar of the Company’s
Common Stock (the “Transfer Agent”). If the Restricted Shares are subject to forfeiture, the Custodian will cause a notation to
be placed on such records restricting any transfer of the Restricted Shares until the end of the applicable Installment Restriction
Period described in Section 2 of this Agreement. Restricted Shares not subject to forfeiture at the Grant Date shall also be
promptly issued in uncertificated form to the Participant but without such restrictive notation.
(d)
Effective upon the date of issuance to the Participant of the Restricted Shares registered in the
Participant’s name, the Participant will be a holder of record of the Restricted Shares and will have, subject to the terms and
conditions of this Agreement, all rights of a shareholder with respect to such Shares including the right to vote such Shares at
any meeting of shareholders of the Company at which such Shares are entitled to vote and the right to receive all distributions
of any kind paid with respect to such Shares. If distributions are paid in the form
1
of Shares, any such Shares will be deemed additional “Restricted Shares” hereunder, will be subject to forfeiture if and to the same
extent as the Shares with respect to which such Shares are paid as a dividend and will be issued in the same manner as provided in
subsection (c) above.
2.
Lapse of Restrictions. All restrictions set forth in Section 3 below will lapse in their entirety with respect to one hundred
percent (100%) of the Restricted Shares on the third anniversary of the Grant Date.
Such period is referred to as the “Restriction Period.” Subject to the following provisions, Restricted Shares subject to
the Restriction Period shall, as of the end of the Restriction Period, be no longer subject to forfeiture (e.g., they will become
“vested”).
(a) As soon as reasonably practicable after the end of the Restriction Period, the Custodian will instruct the
Transfer Agent to remove the transfer restriction notation referred to in Section 1(c) of this Agreement; provided, however, that
the Custodian shall not issue such instruction until the Participant has either (i) paid, or (ii) made provisions satisfactory to the
Committee for the payment of, all applicable tax withholding obligations.
(b)
If the Participant retires following the second anniversary of the Grant Date, provided that (1) the
Participant provides the Company with at least six months’ prior written notice of his retirement date (the “Notice Period”) and
(2) during the Notice Period, the Participant remains employed and takes all actions reasonably requested of him to assist the
Company in its efforts to identify and transition to his successor, the Restriction Period shall end on the Participant’s date of
retirement and one hundred percent (100%) of the Restricted Shares shall vest as of such date.
(c)
If the Participant’s employment with or other service to the Company or a Subsidiary terminates prior to
the third anniversary of the Grant Date under circumstances which entitle the Participant to severance payments and benefits
under that certain Change in Control Agreement, between you and the Company, dated as of January 27, 2023, without regard
to whether a “Change in Control” has occurred for purposes thereof, or under any broad-based executive severance policy, plan
or program maintained by the Company,, the Restriction Period shall end on the Participant’s date of termination and one
hundred percent (100%) of the Restricted Shares shall vest as of such date.
(d)
If the Participant’s employment with or other service to the Company or a Subsidiary terminates during
the Restriction Period because of death or Disability (as defined in Section 22(e)(3) of the Code), effective on the date of that
event all restrictions set forth in Section 3 of this Agreement will lapse in their entirety with respect to all of the Restricted
Shares and all such Shares shall be vested.
(e)
The vesting of Restricted Shares under this Agreement will result in the Participant’s recognition of
income for federal and state tax purposes (and/or foreign tax purposes, if applicable) and shall be subject to all applicable tax
and tax withholding requirements. The Company or any Subsidiary shall have the authority and the right to deduct or withhold,
or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state, local and foreign
taxes (including Participant’s FICA or employment tax obligations) required by law to be withheld with respect to the vesting
of the Restricted Shares. The Company may, in its sole discretion and in satisfaction of the foregoing requirement, withhold, or
allow the Participant
2
to elect to have the Company withhold, Shares otherwise issuable upon the vesting of any of the Restricted Shares (or allow the
surrender of Shares). Unless otherwise determined by the Committee, the number of Shares so withheld or surrendered shall be
limited to the number of Shares that have a Fair Market Value on the date of withholding or repurchase no greater than the
aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign
income tax and payroll tax purposes that are applicable to supplemental taxable income. For purposes of this paragraph, such
withheld or surrendered Shares shall be valued at the closing price of the Company’s Common Stock in the New York Stock
Exchange on the most recent trading day preceding the date of determination on which sales of the Shares occurred.
3.
Restrictions. The Restricted Shares are restricted and subject to forfeiture in accordance with and subject to the
following provisions:
(a)
Except as provided in Sections 2(b), (c) and (d), if the Participant’s employment with or other service to
the Company or a Subsidiary terminates during the Restriction Period, including, for the avoidance of doubt, during the Notice
Period, then effective upon the date of termination, all Restricted Shares which are not vested shall automatically be forfeited
to the Company. Employment or other service will not be deemed to have terminated for this purpose by reason of a leave of
absence approved by the Committee.
(b) None of the Restricted Shares, nor the Participant’s interest in any of the Restricted Shares, may be
encumbered, sold, assigned, transferred, pledged or otherwise disposed of at any time during the Restriction Period. In the
event of any such action, all then Restricted Shares shall automatically be forfeited to the Company effective upon the date of
such event. The Participant will repay to the Company all dividends, if any, paid on or after the date of the event with respect
to the forfeited Shares.
(c)
If the Participant at any time forfeits Restricted Shares pursuant to this Agreement, the Custodian is
authorized to cause such forfeited Shares to be cancelled and transferred to the Company. All of the Participant’s rights to and
interest in the Restricted Shares shall terminate upon forfeiture without payment of consideration.
(d)
If Restricted Shares are forfeited under this Agreement, the Custodian shall direct the Transfer Agent to
make appropriate entries upon its records showing the cancellation of the Restricted Shares and to return the Shares to the
Company.
(e)
The Committee shall make all determinations in connection with this Agreement, including
determinations as to whether an event has occurred resulting in the forfeiture of or lapse of restrictions on Restricted Shares
and all such determinations of the Committee shall be final and conclusive.
4.
Appointment of Agent. By executing this Agreement, the Participant, if the Restricted Shares are subject to
forfeiture, irrevocably nominates, constitutes and appoints the Custodian as his or her agent and attorney-in-fact for purposes of
surrendering or transferring the Restricted Shares to the Company upon any forfeiture required or authorized by this
Agreement. This power is intended as a power coupled with an interest and shall survive the Participant’s death. In addition, it
is intended as a durable power and shall survive the Participant’s Disability.
5.
No Employment Rights. No provision of this Agreement shall:
3
(a)
confer or be deemed to confer upon the Participant any right to continue in the employ of the Company or
any Subsidiary or in any way affect the right of the Company or any Subsidiary to dismiss or otherwise terminate the
Participant’s employment at any time for any reason with or without cause, or
Shares which may result under this Agreement if the Participant’s employment is so terminated, or
(b)
be construed to impose upon the Company or any Subsidiary any liability for any forfeiture of Restricted
not an employee of the Company or a Subsidiary.
(c)
affect the Company’s right to terminate or modify any contractual relationship with a Participant, who is
6.
No Liability for Business Acts or Omissions.
(a)
The Participant recognizes and agrees that the Board or the officers, agents or employees of the Company,
including the Custodian, their conduct of the business and affairs of the Company, may cause the Company to act, or to omit to
act, in a manner that may, directly or indirectly, prevent the Restricted Shares from vesting under this Agreement. No provision
of this Agreement shall be interpreted or construed to impose any liability upon the Company, the Board or any officer, agent
or employee of the Company, including the Custodian for any forfeiture of Restricted Shares that may result, directly or
indirectly, from any such action or omission.
(b)
In the event of recapitalization, stock split, stock dividend, divisive reorganization or other change in
capitalization affecting the Company’s Shares, an appropriate adjustment will be made in respect of the Restricted Shares. Any
new or additional or different Shares or securities issued as the result of such an adjustment will be deemed included within the
term “Restricted Shares” hereunder, will be subject to forfeiture if and to the same extent as the Shares with respect to which
such adjustment is made and will be issued in the same manner as provided in Section 1(c) of this Agreement.
7.
Interpretation. This Agreement shall at all times be interpreted, administered and applied in a manner consistent
with the provisions of the Plan. In the event of any inconsistency between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall control and the Plan is incorporated herein by reference.
8.
Amendment; Modification; Waiver. No provision of this Agreement may be amended, modified or waived unless
such amendment, modification or waiver shall be authorized by the Committee; provided, that no such amendment or
modification shall adversely affect the Grantee's material rights under this Agreement without the Grantee's consent, except to
comply with laws, regulations or rules under Section 18.8 of the Plan.
4
9.
Complete Agreement. This Agreement, including the Restrictive Covenant Addendum attached hereto, and the terms
and provisions of the Plan contain the entire agreement of the parties relating to the subject matter of this Agreement and
supersedes any prior agreements or understandings with respect thereto.
10. Agreement Binding. This Agreement shall be binding upon and inure to the benefit of the Company, its
successors and assigns and the Participant, his or her heirs, devisees and legal representatives.
11.
Legal Representative. In the event of the Participant’s death or a judicial determination of his or her
incompetence, reference in this Agreement to the Participant shall be deemed to refer to his or her legal representative, heirs or
devisees, as the case may be.
12. Business Day. If any event provided for in this Agreement is scheduled to take place on a day on which the
Company’s corporate offices are not open for business, such event shall take place on the next succeeding day on which the
Company’s corporate offices are open for business.
13.
Titles. The titles to sections or paragraphs of this Agreement are intended solely for convenience and no
provision of this Agreement is to be construed by reference to the title of any section or paragraph.
14. Consent to Transfer of Data. By accepting this Agreement, the Participant hereby consents to the collection, use,
disclosure, and transfer (including overseas) of such Participant’s personal data in connection with, or as necessary or
appropriate for, the administration of this award and the Plan under which it is issued, including without limitation to Solium
Capital LLC and Morgan Stanley Smith Barney LLC (collectively with their respective affiliates, “Shareworks”), service
providers which are assisting the Company with the implementation and administration of the Plan. The Company may select
one or more different service providers or additional service providers and share personal data with such other service
providers in a similar manner. Participant may be asked to agree on separate terms and data processing practices with the
service providers, with such agreement being a condition to the ability to participate in the Plan and access any Participant
portal that may be provided by service provider.
15.
Notices.
(a) Any notice to the Company pursuant to any provision of this Agreement will be deemed to have been
delivered when delivered in person to the President or Secretary of the Company, when deposited in the United States mail,
addressed to the President or Secretary of the Company, at the Company’s corporate offices, when delivered to the President or
Secretary of the Company by electronic mail, or when delivered to such other address as the Company may from time to time
designate in writing.
(b) Any notice to the Participant pursuant to any provision of this Agreement will be deemed to have been
delivered when delivered to the Participant in person, when deposited in the United States mail, addressed to the Participant at
the address on the shareholder records of the Company, when delivered to the Participant by electronic mail, or when delivered
to such other address as the Participant may from time to time designate in writing.
5
16. Administration And Interpretation. The administration of the Restricted Share Award evidenced by this
Agreement shall be subject to such rules and regulations as the Committee deems necessary or advisable for the administration
of the Plan. The determination or the interpretation and construction of any provision of this Agreement and the Plan by the
Committee shall be final and conclusive upon all concerned, unless otherwise determined by the Board of Directors of the
Company. This Agreement shall at all times be interpreted and applied in a manner consistent with the provisions of the Plan,
and in the event of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall
control, the terms of the Plan being incorporated herein by reference.
17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all
of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by
facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to
preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the
paper document bearing an original signature.
18.
Electronic Delivery. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent
permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but
not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual
and quarterly reports, and all other agreements, forms and communications) in connection with this and any other prior or
future incentive award or program made or offered by the Company or its predecessors or successors. Electronic delivery of a
document to the Participant may be via a Company e-mail system or by reference to a location on a Company intranet site to
which the Participant has access.
19. Compensation Recovery. The Company may cancel, forfeit or recoup any rights or benefits of, or payments to,
the Participant hereunder, including but not limited to any Shares issued by the Company following vesting of the Restricted
Shares under this Agreement or the proceeds from the sale of any such Shares, under any compensation recovery policy that it
may establish and maintain from time to time, to meet listing requirements that may be imposed in connection with the Dodd-
Frank Wall Street Reform and Consumer Protection Act or otherwise. The Company shall delay the exercise of its rights under
this Section for the period as may be required to preserve equity accounting treatment.
20.
Taxes; Limitation on Excess Parachute Payments. The settlement of this Award is conditioned on the Participant
making arrangements reasonably satisfactory to the Company for the withholding of all applicable federal, state, local or
foreign taxes as may be required under applicable law. The Participant shall bear all expense of, and be solely responsible for,
all federal, state, local or foreign taxes due with respect to any payment received under this Award Agreement.
Notwithstanding any other provision in this Award Agreement to the contrary, any payment or benefit received or to be
received by the Participant in connection with a Change in Control or the termination of employment (whether payable under
the terms of this Award Agreement or any other plan, arrangement or agreement with the Company or one of its Subsidiaries
(collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code,
shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of
the Code (the “Excise Tax”), but only if, by reason of such reduction, the net after-tax
6
benefit received by the Participant shall exceed the net after-tax benefit that would be received by the Participant if no such
reduction was made. Whether and how the limitation under this Section 20 is applicable shall be determined under the Section
280G Rules set forth in Exhibit A, which shall be enforceable as if set forth in this Award Agreement.
21. Changes to Award Administration. Notwithstanding any other provision herein to the contrary, the Company or
the Custodian may provide an alternative process for delivery to the Custodian of an executed copy of this Agreement, and
may change the method and process for the issuance, recordation and delivery of the Restricted Shares to or for the benefit of
Participant (including at vesting) and for the maintenance of Participant’s account. Without limiting the generality of the
foregoing, the Company or the Custodian may select one or more service providers, including the Transfer Agent and
Shareworks, to assist with the maintenance and administration of the Plan and Participant’s account, and may deliver the
Restricted Shares in book-entry form and/or through electronic delivery of the Restricted Shares to a brokerage account for the
benefit of the Participant. Participant hereby agrees that Section 14 and this Section 21 shall apply to all other outstanding
awards granted to Participant under the Plan, any predecessor plan or the Kaman Corporation 2003 Stock Incentive Plan,
including any awards granted pursuant to Restricted Share Agreements, Non-Statutory Stock Option Agreements, Performance
Stock Unit Agreements, and Restricted Stock Unit Agreements, as if this provision were set out in such award agreements.
YOU MUST REVIEW AND ACKNOWLEDGE ACCEPTANCE OF THE TERMS OF THIS AGREEMENT,
INCLUDING SPECIFICALLY THE RESTRICTIVE COVENANT ADDENDUM ATTACHED HERETO AND THE
COMPENSATION RECOVERY PROVISIONS UNDER SECTION 19 OF THIS AGREEMENT, BY EXECUTING
THIS AGREEMENT AND THE RESTRICTIVE COVENANT ADDENDUM ATTACHED HERETO
ELECTRONICALLY WITHIN 14 DAYS OF DECEMBER 5, 2023; PROVIDED, HOWEVER, THAT THE
COMMITTEE MAY, AT ITS DISCRETION, EXTEND THIS DATE. FAILURE TO ACCEPT THE REFERENCED
TERMS AND TO EXECUTE THIS AGREEMENT AND THE RESTRICTIVE COVENANT ADDENDUM
ATTACHED HERETO ELECTRONICALLY WILL RESULT IN FORFEITURE OF YOUR AWARD.
7
IN WITNESS WHEREOF, the parties have executed this Agreement, or caused this Agreement to be executed, as of
the date first written above.
KAMAN CORPORATION
By: /s/ Ian Walsh
Name: Ian K. Walsh
Title: President & CEO
PARTICIPANT
Richard Smith
8
Exhibit A—Section 280G Rules To Restricted Stock Agreement
The following rules shall apply for purposes of determining whether and how the limitations provided under Section 20 are
applicable to the Participant.
1. The “net after-tax benefit” shall mean (i) the Payments (as defined in Section
20) which the Participant receives or is then entitled to receive from the Company or a Subsidiary or Affiliate that would
constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state
and local income and employment taxes payable by the Participant with respect to the foregoing calculated at the highest
marginal income tax rate for each year in which the foregoing shall be paid to the Participant (based on the rate in effect for
such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of
Excise Tax imposed with respect to the payments and benefits described in (i) above.
2. All determinations under Section 20 of this Award Agreement and this Exhibit A will be made by an accounting
firm or law firm that is selected for this purpose by the Company’s Chief Executive Officer prior to a Change in Control
(the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the
280G Firm to submit any determination it makes under Section 20 of this Award Agreement and this Exhibit A and detailed
supporting calculations to both the Participant and the Company as soon as reasonably practicable.
3. If the 280G Firm determines that one or more reductions are required under Section 20 of this Award Agreement,
the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash
benefits, in each such case first from amounts not subject to Section 409A of the Code and then from amounts subject to
Section 409A of the Code, with the Payments that otherwise would be made last in time reduced first) to the extent
necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the
Company shall pay such reduced amount to the Participant.
4. As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its
determinations under this Section, it is possible that amounts will have been paid or distributed to the Participant that
should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or
distributed to the Participant (collectively, the “Underpayments”). If the 280G Firm determines, based on either the
assertion of a deficiency by the Internal Revenue Service against the Company or the Participant, which assertion the 280G
Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has
been made, the Participant must repay to the Company, without interest; provided, however, that no loan will be deemed to
have been made and no amount will be payable by the Participant to the Company unless, and then only to the extent that,
the deemed loan and payment would either reduce the amount on which the Participant is subject to tax under Section 4999
of
831244.02-BOSSR01A - MSW A-
the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon
controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Participant
and the Company of that determination and the amount of that Underpayment will be paid to the Participant promptly by
the Company.
5. The Participant will provide the 280G Firm access to, and copies of, any books, records, and documents in the
Participant’s possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in
connection with the preparation and issuance of the determinations and calculations contemplated by Section 20 of this
Award Agreement and this Exhibit A.
831244.02-BOSSR01A - MSW A-
KAMAN CORPORATION
SECOND AMENDED AND RESTATED 2013 MANAGEMENT INCENTIVE PLAN
RESTRICTIVE COVENANT ADDENDUM
_______________
The Participant has been granted an Award pursuant to the Kaman Corporation Second Amended and Restated
2013 Management Incentive Plan (the “Plan”). In consideration for granting the Award, the Participant must
acknowledge and agree to this Restrictive Covenant Addendum or decline the Award.
_______________
The Participant acknowledges, understands and agrees that by accepting the Award the Participant will be bound by, and
will abide by, the Restrictive Covenants set forth below. In the event that the Participant does not wish to abide by the terms of
the Restrictive Covenants, the Participant may simply decline the Award. Declining the Award will not have any adverse impact
on the Participant’s employment with the Company and its Affiliates. The Participant further acknowledges that the Participant
has been provided at least ten (10) business days to review the Restrictive Covenants before accepting the Award and has had the
opportunity to consult with legal counsel if the Participant so chooses before executing and accepting this Award Agreement
(including the Restrictive Covenants incorporated herein).
If at any time during the term of the Award while the Participant is an employee of or service provider to the Company or
its Affiliates, or within twelve (12) months after the termination of Participant’s employment or service, the Participant violates
the terms of the Restrictive Covenants, then (i) the unvested portion of the Award shall terminate effective as of the date the
Participant entered into such activity (unless the Award is terminated sooner by operation of another term or condition of the
Award Agreement or the Plan) and (ii) you shall be required to repay the Company an amount equal to any gains realized upon
any vesting or settlement of the Award that occurs during the period beginning 180 days prior to the termination of your
employment or any time thereafter. For purposes of this Addendum, the gain realized shall be deemed to be the fair market value
of the shares that become vested or settled as of the date of vesting or settlement.
Restrictive Covenants:
The Participant understands that during Participant’s employment or service with the Company and its Affiliates, the
Participant will have access to the Company’s and its Affiliates’ confidential information and key business relationships. The
Participant agrees, therefore, that the Restrictive Covenants, as set forth below, are reasonable and necessary to protect the
interests of the Company and its Affiliates.
1.
Protection of Confidential Information.
(a)
Definition of Confidential Information. The term “Confidential Information” means any information about the
Company’s and its Affiliates’ business or its employees that is not generally known to the public. Examples of
Confidential Information include, but are not limited to, information about: customers, vendors, pricing and costs,
business strategies and plans, financial data, technology, and
831244.02-BOSSR01A - MSW
ADDENDUM-1
business methods or processes used or considered by the Company and/or its Affiliates.
(b)
Nondisclosure and Prohibition against Misuse. During Participant’s employment or service, Participant will not
use or disclose any Confidential Information, without the Company’s prior written permission, for any purpose other than
performance of Participant’s duties for the Company and its Affiliates.
(c)
Non-Disclosure and Return of Property Upon Termination. After termination of Participant’s employment or
service, Participant will not use or disclose any Confidential Information for any purpose. Immediately upon termination
of Participant’s employment or service, Participant will return any Confidential Information in Participant’s possession to
the Company. If Participant has Confidential Information that has been saved or transferred to any device not owned by
the Company and/or its Affiliates, Participant will immediately notify the Company, and make such device available to
the Company so that it may remove any Confidential Information from the device.
2.
Protection of Company Interests.
(a)
Definitions.
(i)
“Company’s Business” means the products manufactured, marketed and sold an/or the services
provided by any operation of the Company and/or its Affiliates for which the Participant has worked or to which
the Participant was assigned or had responsibility (either direct or supervisory), at the time of the termination of
the Participant’s employment or service and any time during the twenty-four (24) month period prior to such
termination.
(ii)
“Restricted Territory” means the geographic area(s) within a one hundred (100) mile radius of any
and all Company location(s) in or for which the Participant has worked or to which the Participant was assigned or
had responsibility (either direct or supervisory) during the twenty-four (24) month period prior to such
termination.
(b)
Non-Competition. During Participant’s employment or service and for twelve (12) months after
termination of Participant’s employment or service, Participant will not directly or indirectly, on behalf of Participant or in
conjunction with any other person or entity:
(i)
own any business (other than less than three percent (3%) ownership in a publicly traded company)
that competes with the Company’s Business in the Restricted Territory;
(ii)
work in the Restricted Territory for any person or entity that competes with the Company’s
Business, in any role: (1) that is similar to any position Participant held with the Company and its Affiliates during
the twenty-four (24) months preceding the termination of Participant’s employment or service, or (2) that may
cause Participant to inevitably rely upon or disclose the Company’s and/or its Affiliates’ Confidential Information.
831244.02-BOSSR01A - MSW
ADDENDUM-2
(c)
Non-Solicitation of Customers and Employees. During Participant’s employment or service with the
Company and for twelve (12) months after termination of Participant’s employment or service, Participant will not
directly or indirectly, on behalf of Participant or in conjunction with any other person or entity:
(i)
solicit or accept business from any customer or prospective customer of the Company and/or its
Affiliates with whom Participant had contact during the last twenty-four (24) months of Participant’s service or
about whom Participant had any Confidential Information, if the products or services that customer intends to
purchase are similar to products or services offered by the Company and/or its Affiliates;
(ii)
solicit or hire any employee or independent contractor of the Company and/or its Affiliates, who
worked for the Company and/or its Affiliates during the six (6) months preceding termination of Participant’s
service, to work for Participant or Participant’s new employer.
For purposes of this section, “solicit” means:
(i)
Any comments, conduct or activity that would influence a customer’s decision to continue doing
business with the Company and/or its Affiliates, regardless of who initiates contact; and
(ii)
Any comments, conduct or activity that would influence an employee’s or independent contractor’s
decision to resign employment with the Company and/or its Affiliates or accept employment with Participant’s
new company, regardless of who initiates contact.
3.
Limitations on Confidentiality. The Participant understands that the foregoing confidentiality provisions do not
prohibit Participant from providing truthful information in good faith to any federal, state or local governmental agency, entity or
official regarding an alleged violation of federal or state law or regulation or any other disclosures that are protected under the
whistleblower provisions of federal or state law. The Participant understands that Participant will not be held criminally or civilly
liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal,
state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or
investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal.
4.
Injunctive Relief and Attorney’s Fees. The Participant agrees that in the event Participant breaches the
Restrictive Covenants, the Company and its Affiliates will be irreparably harmed and entitled to an injunction restraining any
further breach, without the necessity of showing any actual damages or that money damages would not afford an adequate
remedy and without the necessity of posting any bond or other security, in addition to any other rights (including clawback and
forfeiture) to which the Company and/or its Affiliates are entitled. Further, Participant will be responsible for all attorneys’ fees,
costs and expenses incurred by the Company and its Affiliates to enforce the Restrictive Covenants. Additionally, any time
periods for restrictions set forth in Section 2 above will be extended by an amount of time equal to the duration of any time
period during which Participant in violation of the Restrictive Covenants.
831244.02-BOSSR01A - MSW
ADDENDUM-3
5.
Protections for Affiliates. The Restrictive Covenants are intended to benefit all Company Affiliates for which
Participant performs services, for which Participant has customer contact or about which Participant receives Confidential
Information. Therefore, any Company Affiliate that may be adversely affected by a breach may enforce the Restrictive Covenants
regardless of which entity actually employs Participant at the time.
6.
Clawback. The Participant understands and acknowledges that the Award is subject to any compensation recovery
policy that is adopted by the Company or is otherwise required by applicable law, including any Company policies that may be
adopted and/or modified from time to time, and that the Award is subject to potential cancellation, recoupment, rescission,
payback or other action in accordance with the terms of such policy. By accepting the Award, the Participant agrees and consents
to the Company’s application, implementation and enforcement of any such policy.
7.
Subsequent Employment Protocol. During Participant’s employment or service with the Company and for
twelve (12) months after termination of Participant’s employment or service, prior to accepting employment with any person or
entity, Participant will provide Participant’s prospective employer with a copy of the Award Agreement and this Addendum.
Additionally, either before accepting subsequent employment or within twenty-four (24) hours of such acceptance, Participant
will notify the Company of Participant’s prospective employer’s name, address and telephone number, and a description of the
job duties.
8.
Certifications. The Participant hereby certifies that Participant: (a) has not and will not use or disclose to the
Company or its Affiliates any confidential information and/or trade secrets belonging to others, including Participant’s prior
employers; (b) will not use any prior inventions made by Participant and which the Company and its Affiliates are not legally
entitled to learn of or use; and (c) is not subject to any prior agreements that would prevent Participant from fully performing
Participant’s duties for the Company and its Affiliates.
9.
Further Acknowledgements. The Participant acknowledges, understands and agrees that the Restrictive
Covenants will apply to the Participant irrespective of the amount the Participant earns under the Award Agreement. The
Participant also understands and acknowledges that the Company may recover any gains realized upon vesting or settlement of
the Award in the event the Participant breaches the Restrictive Covenants after the Award settles or vests.
10.
Jurisdiction-and Other Specific Requirements. A Participant working in a jurisdiction identified below will be
subject to the applicable requirements set forth below:
(a)
California. For employees residing in California at the time of execution of the Award Agreement and this
Addendum (including the Restrictive Covenants incorporated herein), Section 2(b), 2(c) of this Addendum shall not
apply.
(b)
Colorado. Section 2(b) of this Addendum does not apply unless the employee who, at the time the covenant not to
compete is entered and at the time it is enforced, earns an annualized amount equal to $101,250 as of 2022 (which is
adjusted on a yearly basis). Section 2(c) of this Addendum does not apply unless the employee who, at the time the
covenant not to solicit is entered and at the time it is enforced, earns an annualized amount equal to $60,750 as of 2022
(which is adjusted on a yearly basis).
831244.02-BOSSR01A - MSW
ADDENDUM-4
The Participant may designate receipt and acceptance of the Award via electronic confirmation in accordance with
instructions that accompany an electronic delivery of this Award Agreement by the Company to the Participant.
You must continue employment or service for at least 60 days after the Grant Date and, within that period, acknowledge
and agree to the terms of the Award Agreement, including the Addendum containing the Restrictive Covenants. If either
of these requirements is not met, the Award will be forfeited.
ACKNOWLEDGED AND AGREED:
Richard Smith
Participant
05-Dec-2023 13:11 MST
Date
831244.02-BOSSR01A - MSW
ADDENDUM-5
KAMAN CORPORATION
SUBSIDIARIES
Exhibit 21
Following is a list of the Corporation's subsidiaries, each of which, unless otherwise indicated, is wholly owned by the Corporation either directly or
through another subsidiary. Second‑tier subsidiaries are listed under the name of the parent subsidiary.
Name
State of Incorporation
Registrant: KAMAN CORPORATION
Subsidiaries:
Kaman Aerospace Group, Inc.
Kaman Aerospace Corporation
K-MAX Corporation
Kaman X Corporation
Kamatics Corporation
Twain Acquisition, LLC
Aircraft Wheel and Brake, LLC
RWG Germany GmbH
Kaman Lux Holding, S.à r.l.
Kaman Holding Germany GmbH
GRW Bearing GmbH
Verwaltungsgesellschaft Reinfurt mbH
GRW ČR s.r.o.
Gebr. Reinfurt GmbH & Co. KG
GRW Management Inc.
GRW High Precision Bearings, LP
Reinfurt-ČR, k.s.
Kaman Specialty Bearings Pte. Ltd.
Kaman Engineering Services, Inc.
Kaman Composites - Vermont, Inc.
Kaman Composites - Wichita, Inc.
Kaman Precision Products, Inc.
Kaman EMEA, Inc.
EXTEX Engineered Products, Inc.
KEX Canada, Inc.
Kaman Specialty Bearings & Engineered Products GmbH
Kaman Acquisition USA, Inc.
Bal Seal Engineering, LLC
ASC Continental AG
Bal Seal Engineering Europe BV
Bal Seal Asia Limited
Connecticut
Connecticut
Delaware
Connecticut
Connecticut
Connecticut
Delaware
Delaware
Germany
Luxembourg
Germany
Germany
Germany
Czech Republic
Germany
Virginia
Virginia
Czech Republic
Singapore
Washington
Vermont
Delaware
Florida
Delaware
Delaware
Canada (BC)
Germany
Delaware
California
Switzerland
Netherlands
Hong Kong
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-272388, 333-188247, 333-225615 and 333-
212080) of Kaman Corporation of our report dated February 22, 2024 relating to the financial statements, financial statement schedule and the
effectiveness of internal control over financial reporting, which appears in this Form 10-K.
Exhibit 23
/s/ PricewaterhouseCoopers LLP
Hartford, Connecticut
February 22, 2024
POWER OF ATTORNEY
Exhibit 24
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned does hereby appoint and constitute Ian K.
Walsh and Carroll K. Lane and each of them as his or her agent and attorney-in-fact to execute in his or her name, place and stead
(whether on behalf of the undersigned individually or as an officer or director of Kaman Corporation or otherwise) the Annual
Report on Form 10-K of Kaman Corporation respecting its fiscal year ended December 31, 2023 and any and all amendments
thereto and to file such Form 10-K and any such amendment thereto with the Securities and Exchange Commission. Each of the
said attorneys shall have the power to act hereunder with or without the other.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of the dates indicated.
February 15, 2024
Date
/s/ Aisha M. Barry
February 14, 2024
Date
February 14, 2024
Date
February 14, 2024
Date
February 14, 2024
Date
February 14, 2024
Date
February 14, 2024
Date
/s/ A. William Higgins
/s/ Scott E. Kuechle
/s/ Michelle J. Lohmeier
/s/ Jennifer M. Pollino
/s/ Niharika Taskar Ramdev
/s/ Ian K. Walsh
I, Ian K. Walsh, certify that:
1.
I have reviewed this annual report on Form 10-K of Kaman Corporation;
Certification Pursuant to Rule
13a-14 under the Securities and
Exchange Act of 1934
Exhibit 31.1
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 periods 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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: February 22, 2024
By:
/s/ Ian K. Walsh
Ian. K. Walsh
Chairman, President and
Chief Executive Officer
I, Carroll K. Lane, certify that:
1.
I have reviewed this annual report on Form 10-K of Kaman Corporation;
Certification Pursuant to Rule
13a-14 under the Securities and
Exchange Act of 1934
Exhibit 31.2
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 periods 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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: February 22, 2024
By:
/s/ Carroll K. Lane
Carroll K. Lane
Senior Vice President and
Interim Chief Financial Officer
Certification Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1
In connection with the Annual Report of Kaman Corporation (the "Corporation") on Form 10-K for the year ended December 31, 2023, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Ian K. Walsh, Chairman, President and Chief Executive Officer of the
Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my
knowledge:
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.
By:
/s/ Ian K. Walsh
Ian K. Walsh
Chairman, President and
Chief Executive Officer
February 22, 2024
Certification Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2
In connection with the Annual Report of Kaman Corporation (the "Corporation") on Form 10-K for the year ended December 31, 2023, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Carroll K. Lane, Senior Vice President and Interim Chief Financial Officer of the
Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my
knowledge:
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.
By:
/s/ Carroll K. Lane
Carroll K. Lane
Senior Vice President and
Interim Chief Financial Officer
February 22, 2024
Exhibit 97.1
KAMAN CORPORATION
COMPENSATION RECOUPMENT POLICY
(Effective as of February 23, 2021, and Amended and Restated as of November 14, 2023)
1.
Overview.
The Board of Directors (the “Board”) of Kaman Corporation (the “Company”) believes it is the best interests of the Company and its
shareholders to emphasize the integrity and accountability underpinning the Company’s pay-for-performance compensation philosophy.
Consistent with good corporate governance principles, the Board has adopted this Compensation Recoupment Policy (this “Policy”). This
Policy shall be administered by the independent members of the Board (the “Independent Directors”), who shall have the full authority to
interpret and enforce this Policy. The Independent Directors may allocate or delegate all or any portion of their authorities, responsibilities
and powers under this Policy to any one or more independent members of the Board or any committee or sub-committee of the Board
comprised entirely of independent members. Any such allocation or delegation may be revoked by the Independent Directors at any time but
such action shall not invalidate any prior actions of the delegate or delegates that were consistent with the terms of this Policy. As amended
and restated on November 14, 2023, this Policy is intended to satisfy the Company’s obligation to establish a recovery policy as a NYSE
listed company under Section 303A-14 of the Listed Company Manual.
2.
Definitions.
For purposes of this Policy, the following terms shall have the meanings set forth below:
(a)
“Accounting Restatement” means a restatement of the Company’s financial statements due to the Company's material
noncompliance with any financial reporting requirement under the securities laws including any required accounting restatement to correct an
error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material
misstatement if the error were corrected in the current period or left uncorrected in the current period.
(b)
“Covered Person” means any current or former officer of the Company and its domestic subsidiaries.
(c)
“Executive Officer” means, with respect to the Company, an “executive officer”, as defined in Section 303A-14(E) of the
NYSE Listed Company Manual, whether or not employed by the Company or its subsidiaries.
(d)
“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting
principles used in preparing the Company’s financial statements and any measures derived wholly or in part from such measures (e.g., non-
GAAP financial measures). For avoidance of doubt, a Financial Reporting Measure need not be presented within the Company’s financial
statements or included in a filing with the Securities and Exchange Commission.
(e)
“Incentive Compensation” means any incentive compensation received by a Covered Person (including an Executive
Officer) during the three full fiscal years immediately preceding the date that the Company is required to prepare an Accounting Restatement
(as
determined under Section 303A-14(c)(1)(ii) of the Listed Company Manual), provided that such incentive compensation is granted, earned,
or vested based wholly or in part on the attainment of a Financial Reporting Measure. Incentive Compensation does not include the proceeds
of any stock option grant, restricted stock or restricted stock unit award, long-term performance award or any other variety of equity-based
award that was granted other than on account of attaining a performance goal based in whole or part on a Financial Reporting Measure and
has a vesting schedule based solely on the passage of time and/or the continued performance of services rather than the achievement of a
performance goal based, in whole or in part, on a Financial Reporting Measure.
(f)
“Management Incentive Plan” means the Kaman Corporation 2013 Management Incentive Plan, as from time to time
amended, including its most recent amendment and restatement effective on April 19, 2023.
(g)
“NYSE” means the New York Stock Exchange.
(h)
“Net Tax Cost” means the net amount of any federal, foreign, state or local income, employment or other taxes paid by a
Covered Person in respect of Incentive Compensation received, after taking into account any and all available deductions, credits or other
offsets allowable to the Covered Person, and which are not recoverable by the Covered Person through timely amending any prior income or
other tax returns.
(i)
“Recapture Amount” means the difference between (a) the amount of Incentive Compensation paid or received, or to be
paid or received, by a Covered Person based on the financial results reported in the Company’s financial statements that are subsequently
determined to be subject to an Accounting Restatement, and (b) the amount that would have been paid or received by the Covered Person
based on the financial results reported in the Accounting Restatement, in each case as determined in good faith by the Independent Directors
in existence at the time of the determination; provided that the amount that the Covered Person shall be required to reimburse the Company
from previously received Incentive Compensation shall be reduced by the Net Tax Cost, as applicable, of such compensation to the Covered
Person. For the avoidance of doubt, the Recapture Amount for an Executive Officer shall be calculated without reduction for any taxes
withheld by the Company and/or paid by the Executive Officer in respect of Incentive Compensation. To the extent that the price of the
Company’s Common Stock is or was a component of a Financial Reporting Measure upon which the Incentive Compensation was payable,
the value of the stock taken into account for purposes of re-determining the level of achievement based on the Accounting Restatement shall
be determined based on a reasonable estimate of the effect of the Accounting Restatement on the Company’s stock price. The Company shall
maintain documentation of the determination of such reasonable estimates and provide such documentation to the NYSE.
For purposes of this Policy, Incentive Compensation is deemed to be received in the Company’s fiscal year during which a Financial
Reporting Measure specified in the plan or agreement setting forth the Incentive Compensation is attained, even if the payment or grant of
such compensation occurs after the end of that year.
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3.
Recoupment of Incentive Compensation.
In the event of an Accounting Restatement, the Independent Directors may require a Covered Person to pay the Company a sum up
to and including the Recapture Amount if, and to the extent that, the Independent Directors in good faith, determine that: (i) the payment of
any Incentive Compensation to the Covered Person is or was contingent upon the achievement of one or more specified performance goals
based on a Financial Reporting Measure, (ii) the amount of such Incentive Compensation is, or would have been, lower than the amount
actually received, and (iii) it is in the best interests of the Company and its shareholders for the Covered Person to repay or forfeit all or any
portion of the Recapture Amount. In making such determination, the Independent Directors shall take into account any and all factors it
deems relevant and appropriate under the circumstances, including without limitation, the nature and extent of misconduct by the Covered
Persons, if any, and the magnitude of the Recapture Amount. Notwithstanding the foregoing, the Independent Directors shall be required to
recover the Recapture Amount from an Executive Officer, without reduction for Net Tax Cost, to the extent required under Section 303A-14
of the NYSE Listed Company Manual which, for the avoidance of doubt, does not include Incentive Compensation received before
beginning service as an Executive Officer.
4.
Payment of Recapture Amount.
Payment of the Recapture Amount shall be made promptly by a Covered Person following written demand by the Company. In
addition, to the extent that the Recapture Amount was reduced for the Net Tax Cost, the Covered Person shall pay to the Company all tax
refunds received by the Covered Person in respect of his or her amending any prior income or other tax return as required by this Policy,
promptly following receipt of any such refund. Notwithstanding the foregoing, the Company will determine, in its sole discretion, the method
for recouping amounts owed under this Policy, including the Recapture Amount and any tax refunds received by the Covered Person, which
may include, without limitation: (a) requiring direct reimbursement from the Covered Person; (b) seeking recovery of any gain realized on
the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; (c) offsetting the recouped amount from any
compensation, otherwise owed by the Company to the Covered Person, including salary, wages and/or future payments, grants or awards of
Incentive Compensation; (d) cancelling outstanding vested or unvested equity awards; or (e) taking any other remedial and recovery action
permitted by law.
5.
No Right to Additional Payments.
In no event shall the Company be required to award Covered Persons an additional payment if the restated or accurate financial
results would have resulted in a higher incentive compensation payment.
6.
Determination Final
Any good faith determination by the Independent Directors with respect to this Policy shall be final, conclusive and binding on all
interested parties.
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7.
Applicability
This Policy applies to all Incentive Compensation granted, accrued or paid after December 31, 2020. Application of this Policy does
not preclude the Company from taking any other action to enforce a Covered Person’s obligations to the Company, including termination of
employment or institution of civil or criminal proceedings. This Policy shall be binding and enforceable against all Covered Persons and their
beneficiaries, heirs, executors, administrators or other legal representatives.
8.
Other Rights in Addition to Policy
Any right of recoupment under this Policy is in addition to (and not in lieu of) any other legal or equitable remedies or rights that
may be available to the Company for any reason including, without limitation, under any employment agreement or award under the
Management Incentive Plan. Nothing in this Policy shall limit or restrict the Company from taking any disciplinary or legal action it deems
appropriate, up to and including termination of employment.
9.
No Indemnification
The Company shall not indemnify any Covered Person against the loss of any incorrectly awarded Incentive Compensation.
10.
Incentive Awards Subject to Policy
This Policy is hereby incorporated into all awards made to employees under the Management Incentive Plan and under any plan
maintained by the Company or its subsidiaries that determines the amount of benefits payable thereunder based upon Incentive
Compensation.
11.
Administration; Interpretation
With respect to Executive Officers, the Board intends this Policy to be administered and interpreted in a manner that is compliant
with Section 303A.14 of the NYSE Listed Company Manual, including but not limited to the requirement to recover the Recapture Amount
absent an exception under Section 303A-14(c)(1)(iv) of the Listed Company Manual. With respect to all other Covered Persons, the Board
intends this Policy to be administered and interpreted in a manner consistent with any applicable rules and regulations and will otherwise be
administered and interpreted and applied (including the determination of amounts, if any, recoverable) in the business judgment of the Board.
To the extent recovery of Incentive Compensation is required in circumstances other than those outlined in this Policy, nothing in this Policy
will be deemed to limit or restrict the right or obligation of the Company to recover Incentive Compensation to the fullest extent required.
12.
Amendment; Termination
The Independent Directors may amend or terminate this Policy at any time.
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13. Effective Date of Changes to Comply with Section 303A-14.
The changes to this Policy made on November 14, 2023, shall apply to all Incentive Compensation received by a Covered Person on
or after October 2, 2023 that results from attainment of a Financial Reporting Measure based on or derived from financial information for any
fiscal year ending on or after December 31, 2023.
14. Governing Law.
To the extent not inconsistent with the foregoing rules, this Policy shall be governed by and construed in accordance with the laws of
the State of Connecticut, including the applicable statute of limitation for contracts entered into within the state, without regard to any
otherwise applicable principles of conflicts of laws or choice of law rules.
* * * *
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