EX-99.1 2 exh99-1.htm INVESTOR PRESENTATION Investor Presentation

INVESTOR PRESENTATION
September
Kaman Corporation
(Nasdaq: KAMNA)
2005
 
 

 
Slide 1
FORWARD-LOOKING STATEMENTS
4
This presentation may contain forward-looking information relating to the corporation's business and prospects, including the aerospace, industrial distribution and music businesses, operating cash flow, the benefits of the recapitalization transaction, and other matters that involve a number of uncertainties that may cause actual results to differ materially from expectations.  Those uncertainties include, but are not limited to: 1) the successful conclusion of competitions for government programs and thereafter contract negotiations with government authorities, both foreign and domestic; 2) political conditions in countries where the corporation does or intends to do business; 3) standard government contract provisions permitting renegotiation of terms and termination for the convenience of the government; 4) economic and competitive conditions in markets served by the corporation, particularly defense, commercial aviation, industrial production and consumer market for music products, as well as global economic conditions; 5) satisfactory completion of the Australian SH-2G(A)program, including successful completion and integration of the full ITAS software; 6) receipt and successful execution of production orders for the JPF U.S. government contract including the exercise of all contract options and receipt of orders from allied militaries, as both have been assumed in connection with goodwill impairment evaluations; 7) satisfactory resolution of the EODC/University of Arizona litigation; 8) achievement of enhanced business base in the Aerospace segment in order to better absorb overhead and general and administrative expenses, including successful execution of the contract with Sikorsky for the BLACK HAWK  Helicopter program; 9) satisfactory results of negotiations with NAVAIR concerning the corporation's leased facility in Bloomfield, Conn.; 10) profitable integration of acquired businesses into the corporation's operations; 11) changes in supplier sales or vendor incentive policies; 12) the effect of price increases or decreases; 13) pension plan assumptions and future contributions; 14) continued availability of raw materials in adequate supplies; 15) satisfactory resolution of the supplier switch and incorrect part issues at Dayron and the DCIS investigation; 16) cost growth in connection with potential environmental remediation activities related to the Bloomfield and Moosup facilities; 17)) whether the proposed recapitalization is completed; 18) risks associated with the course of litigation; 19) changes in laws and regulations, taxes, interest rates, inflation rates, general business conditions and other factors; 21) the effects of currency exchange rates and foreign competition on future operations; and 21) other risks and uncertainties set forth in Kaman's annual, quarterly and current reports, and proxy statements.  Any forward-looking information provided in this presentation should be considered with these factors in mind.  The corporation assumes no obligation to update any forward-looking statements contained in this presentation.
 
 

 
4
The Corporation intends to file with the Securities and Exchange Commission a Registration Statement on Form S-4, which will contain a proxy statement/prospectus in connection with the proposed recapitalization. The proxy statement/prospectus will be mailed to the stockholders of Kaman when it is finalized. STOCKHOLDERS OF KAMAN ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.  Such proxy statement/prospectus (when available) and other relevant documents may also be obtained, free of charge, on the Securities and Exchange Commission's website (http://www.sec.gov) or by request from the contact listed below.
4
Kaman and certain persons may be deemed to be participants in the solicitation of proxies relating to the proposed recapitalization. The participants in such solicitation may include Kaman's executive officers and directors.  Further information regarding persons who may be deemed participants will be available in Kaman's proxy statement/prospectus to be filed with the Securities and Exchange Commission in connection with the proposed recapitalization.
Contact:
Russell H. Jones
SVP, Chief Investment Officer & Treasurer
(860) 243-6307
rhj-corp@kaman.com
FORWARD-LOOKING STATEMENTS, continued
Slide 2
 
 

 
Ninth acquisition in the last several years: There completed for each segment.
Slide 3
Corporate Profile
Significant Events of 2005-to-date
Improved Operating Results in 1st and 2nd quarters of 2005
Market conditions and internal factors participated
13.6% increase in dividend from $0.11 to $0.125 per quarter
Proposed Recapitalization
Would eliminate dual class structure in which 2.9% of shares control 100% of the voting
power
Only moderate dilution
Shareholder vote and finalization expected this year
Refinancing of $150 million Revolving Credit completed
Investment grade rating of BBB-
Flexibility to pursue strategic objectives
Acquisition of MBT in Music Segment completed
Kaman was the largest independent distributor – MBT was second largest
Accretive to earnings
 
 

 
Corporate Profile
2004 SALES
g
  Aerospace                                       25%                         $252.4
g
  Industrial Distribution                 59%                           581.8
g
  Music                                              16%                            161.0
                                                                100.0%                       $995.2
Slide 4
Percent                     Millions $
 
 

 
Aerospace
SEGMENT OVERVIEW
Slide 5
 25% of 2004 Sales
 
 

 
g
  Aerostructures            4.6%                $45.4
g
  Fuzing                          5.7%                  56.7
g
  Helicopters                  6.7%                  67.0
g
  Kamatics                     7.8%                  77.1
Aerospace
Slide 6
   Percent                    Millions $
AEROSPACE OPERATING UNITS
2004 Sales (With Percent to Total Kaman Sales)
 
 

 
Aerospace
Slide 7
Sikorsky BLACKHAWK cockpit under construction at Kaman’s Jacksonville facility
Aerostructures Division: Facilities in Jacksonville, FL and Wichita, KS
4
Produces parts and subassemblies for
various customers, including:
Military programs such as the Boeing C-17
military transport (approx. $1.1 million
per shipset) and Sikorsky BLACKHAWK
helicopter cockpits (approximately $300
thousand per ship set)
Commercial programs such as the Boeing 737
(approximately $1.5 million annually, and 777 (approx.
$190 thousand/ship set)
4
Market conditions have improved:  Teal Group forecasts new
aircraft market to grow from $74 billion in 2005 to $108 billion
in 2010
4
Tier 1’s (Boeing, Sikorsky, Bell, Airbus, etc.) continue to
offload work in order to focus on final assembly providing
substantial opportunities
 
 

 
Aerospace
Slide 8
Top:  Hawk Missile
Bottom:  JPF fuzes at Orlando Facility
Fuzing Division: Facilities in Middletown, CT and Orlando, FL
4
Manufactures safe, arm and fuzing devices for a number of major…
Missile programs: AMRAAM, ATACMS, Brimstone, M-100 Hawk, Harpoon, JASSM, Maverick, SLAM-ER, Standard and Tactical Tomahawk
Bomb programs: Joint Programmable Fuze, FMU143,
FMU139, 40mm
4
$500 million market
4
Principal customers: U.S. militaries, Boeing, General Dynamics,
Lockheed and Raytheon
4
Ramping up capabilities for production of the 152 A/B Joint
Programmable Fuze: The Fuze of Choice
 
 

 
Aerospace
Slide 9
Top:  Kaman SH-2G Super Seasprites
Bottom:  Kaman K-MAX helicopter
Helicopters Division: Facilities in Bloomfield, CT
4
Markets and supports Kaman-made SH-2G Super Seasprite maritime
helicopter and K-MAX “Aerial Truck” helicopter
4
Major producers are moving away from manufacturing to final assembly
and systems integration, providing subcontract opportunities for Kaman
4
Principal customers include the governments of Australia, Egypt,
New Zealand and Poland; the U.S. Department of State and others
4
Helicopters are expected to return at approximate 10-year
service intervals for standard depot level maintenance. The
first two of ten aircraft delivered to Egypt in the late 1990s are
now in process (approximately $1.3 million/aircraft).
Remainder expected over the next three years.  Possibility of
an upgrade program
4
Program for Australia, in loss position, is moving toward completion
 
 

 
Aerospace
Slide 10
Kamatics highly-engineered bearings
Kamatics & RWG: Facilities in Bloomfield, Ct and Dachsbach, Germany
4
Manufactures proprietary self-lubricating
bearings for OEM and MRO use in nearly
all military and commercial aircraft
produced in North and South America
and Europe
4
Leader in product performance and
applications engineering support
4
Market size:  Approximately $1 billion
4
Key customers include:  U.S. and allied militaries (32% of 2004
sales), and commercial accounts with Boeing, Airbus, Embraer,
Bombardier and others (68% of sales).  Largest customer
represents 18% of 2004 sales, down from 43% in 1998
 
 

 
SEGMENT OVERVIEW
Slide 11
59% of 2004 Sales
 
 

 
Industrial Distribution
Slide 12
Kaman Industrial Technologies
4
Third largest player in highly fragmented $12 billion market
4
The business tends to closely track the U.S. Industrial
production and capacity utilization indices
4
Provides more than one million products to more than 50,000
MRO and OEM customers
4
Serves a broad cross section of north American industry in
70 of the top 100 U.S. Industrial markets
4
Nearly 200 locations in the U.S., Canada and Mexico
 
 

 
Source: Federal Reserve Board
Industrial Distribution
Slide 13
FRB Indices Of Industrial Production
And Capacity Utilization:
Predictability: Segment closely tracks national indices
 
 

 
Industrial Distribution
Slide 14
Portfolio Of Recognized Brands:
More than 1 million products
Sold to more than 50,000 MRO and OEM customers
 
 

 
Industrial Distribution
Slide 15
Geographical Coverage:
Nearly 200 locations in U.S. Canada and Mexico
 
 

 
   SEGMENT OVERVIEW
Slide 16
16% of 2004 Sales
 
 

 
Music
Slide 17
Kaman Music
Top:  Ovation Guitar
Bottom:  Gretsch Drum Set
4
Largest independent distributor of musical
instruments and accessories in the $7.0 billion
U.S. musical instrument market
4
Market is driven by consumer sentiment with the
“Back-to-School” and “Holiday” seasons being
important market indicators
4
Provides over 17,500 products:  Proprietary
lines to the large retail chains, and the full
catalogue to the smaller regional and local
stores
4
Strategically located distribution centers cover the
U.S. and Canadian markets
4
U.S. and Asian manufacturing supports our
proprietary and licensed brands of premium products
4
Leads the market in use of technology, providing systems to
service customers at all levels
 
 

 
ESTIMATED SALES OF TOP INDEPENDENT DISTRIBUTORS
Kaman includes August 2005 acquisition of MBT
(AMOUNTS IN MILLIONS)
Slide 18
Source:  Music Trades
Magazine
Music
 
 

 
Music
Slide 19
Consumer Confidence Index:
Segment Responds to “Back-to-school” and “Holiday” Spending Patterns
 
 

 
Music
Slide 20
Portfolio Of Premier Branded Products:
Largest Independent Distributor…over 17,500 Products
 
 

 
MUSIC BUSINESS MIX:
DIVERSIFICATION BY MAJOR PRODUCT TYPE
Music
g
  Accessories                 40%
g
  Percussion                  31%
g
  Fretted                         29%
Slide 21
 
 

 
Financial Review
Slide 22
 
 

 
Financial Overview
YEAR ENDED                 FIRST SIX MONTHS                       
NET SALES ($ in Millions)
 
Aerospace
     Aerostructures
     Fuzing
     Helicopters (incl. EODC)
     Kamatics/RWG
 
 
 
 
Industrial Distribution
 
Music
 
Total
 
 
 
 
2004
 
 
$45.4
56.7
73.2
77.1
 
 
$252.4
 
 
581.8
 
161.0
 
$995.2
2003

 
 $43.2
45.1
97.0
65.9
 
 
$251.2
 
 
497.9
 
145.4
 
$894.5
2005

   
   $26.3
27.8
41.8
45.8
 
 
$141.7
 
 
313.5
 
79.4
 
$534.6
2004

 
 $21.7
  25.2
41.1
38.4
 
 
$126.4
 
 
290.9
 
75.4
 
$492.7
              
Slide 23
Kaman Corporation and Subsidiaries
 
 

 
Financial Overview
EBIT ($ in Millions)
Aerospace
 
Industrial Distribution
 
Music
 
Total Segment Operating Profit
 
 
Net Gain on Sale of Product Lines
and Other Assets
 
Corporate and Other Expense
 
Total Operating Profit/(Loss) - EBIT
 
 
EBITDA
2004
$ (14.3)
 
19.3
 
11.1
 
16.1
 
 
0.2
 
(29.9)
 
 
$ (13.6)
 
 
$ (4.6)
2003
$14.8
 
12.7
 
9.5
 
37.0
 
 
18.2
 
(20.4)
 
 
34.8
 
 
44.9
2005
$17.2
 
16.9
 
4.4
 
38.5
 
 
0.1
 
(22.8)
 
 
15.8
 
 
20.4
2004
$(0.6)
 
10.8
 
3.4
 
13.6
 
 
0.2
 
(13.0)
 
 
0.8
 
 
5.4
Slide 24
  YEAR ENDED                             FIRST SIX MONTHS
Kaman Corporation and Subsidiaries
 
 

 
Financial Overview
Slide 25
2004 Earnings Adjustments - Aerospace
 $20.1 million      Elimination of investment in contracts with
                              MD Helicopters
    7.1 million      Adjustment to Boeing Harbour Pointe contract
    2.0 million      Severance in connection with realignment of
                             Aerospace management team
    5.5 million     Increased accrued contract costs associated
                           with completion of Australia SH-2G (A) program
    3.5 million    Product warranty issues at Dayron
    3.4 million    Adjustment to EODC contract
$41.6 million Total
 
 

 
 
 
 
As of July 1, 2005
 
 
As of December 31, 2004
Current assets
$450,227
$450,335
 
Current liabilities
224,459
226,105
Working capital
$225,768
$224,230
     
Bank Debt, Notes
Payable, Debentures

$44,406

$43,405
Shareholders’ equity
$287,290
$284,170
Debt as % of capital
 
Capital Expenditures
Dividends
13%
 
$4,129
$5,011
13%
 
$7,539
$9,979
Financial Overview
Slide 26
Kaman Corporation and Subsidiaries
 
 

 
Kaman Corporation
Slide 27
Key Investment Considerations
4
Diversified revenue stream with mix of industrial, consumer
and military business
4
Strong and diverse customer base across each segment
4
Strong management team with extensive management experience
4
Industrial Distribution and Music segments follow well-established
economic models
4
Solid financial position
4
Unbroken dividend stream for over 30 years, with a 13.6% increase
announced recently
4
Proposed one share/one vote recapitalization