UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	~~July 1, 2022~~March 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to ______


Commission File Number:			001-35419


KAMAN CORPORATION
(Exact name of registrant as specified in its charter)


Connecticut			06-0613548
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1332 Blue Hills Avenue,

Bloomfield,

Connecticut

06002

(Address of principal executive offices)

(Zip Code)


(860)			243-7100
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock ($1 par value)

KAMN

New York Stock Exchange LLC

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 check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Yes			☒			No			☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the 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

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes			☐			No			☒


At ~~July 29, 2022,~~April 28, 2023, there were			~~28,009,838~~28,175,986			shares of Common Stock outstanding.

PART I

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

KAMAN CORPORATION AND SUBSIDIARIES

(In thousands, except share and per share amounts) (Unaudited)


		July 1, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	80,244	$	140,800	Cash and cash equivalents	$	53,986	$	24,154
Accounts receivable, net	Accounts receivable, net	77,692		73,524		Accounts receivable, net	101,292		87,659
Contract assets	Contract assets	109,290		112,354		Contract assets	116,168		113,182
Contract costs, current portion		909		850
Inventories	Inventories	214,688		193,100		Inventories	186,495		176,468
Income tax refunds receivable	Income tax refunds receivable	16,194		13,832		Income tax refunds receivable	1,321		13,981
Assets held for sale, current portion		363		—
Other current assets	Other current assets	15,754		12,083		Other current assets	22,975		16,114
Total current assets	Total current assets	515,134		546,543		Total current assets	482,237		431,558
Property, plant and equipment, net of accumulated depreciation of $256,689 and $251,888, respectively		192,769		197,822
Property, plant and equipment, net of accumulated depreciation of $274,458 and $268,089, respectively						Property, plant and equipment, net of accumulated depreciation of $274,458 and $268,089, respectively	203,266		201,606
Operating right-of-use assets, net	Operating right-of-use assets, net	8,618		11,011		Operating right-of-use assets, net	6,618		7,391
Goodwill	Goodwill	233,135		240,681		Goodwill	382,504		379,854
Other intangible assets, net	Other intangible assets, net	131,403		138,074		Other intangible assets, net	365,427		372,331
Deferred income taxes	Deferred income taxes	15,335		15,717		Deferred income taxes	47,818		47,385
Contract costs, noncurrent portion		9,865		10,249
Assets held for sale, noncurrent portion		901		—
Investment in Near Earth Autonomy		10,000		—
Other assets	Other assets	40,937		38,385		Other assets	50,788		51,207
Total assets	Total assets	$	1,158,097	$	1,198,482	Total assets	$	1,538,658	$	1,491,332
Liabilities and Shareholders’ Equity	Liabilities and Shareholders’ Equity					Liabilities and Shareholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable – trade	Accounts payable – trade	$	32,192	$	42,134	Accounts payable – trade	$	47,194	$	48,277
Accrued salaries and wages	Accrued salaries and wages	29,306		38,892		Accrued salaries and wages	26,258		31,395
Contract liabilities, current portion	Contract liabilities, current portion	2,893		2,945		Contract liabilities, current portion	6,044		4,081
Operating lease liabilities, current portion	Operating lease liabilities, current portion	3,896		4,502		Operating lease liabilities, current portion	3,121		3,332
Income taxes payable	Income taxes payable	239		386		Income taxes payable	170		393
Liabilities held for sale, current portion		340		—
Other current liabilities	Other current liabilities	36,275		32,076		Other current liabilities	44,210		39,097
Total current liabilities	Total current liabilities	105,141		120,935		Total current liabilities	126,997		126,575
Long-term debt, excluding current portion, net of debt issuance costs	Long-term debt, excluding current portion, net of debt issuance costs	197,542		189,421		Long-term debt, excluding current portion, net of debt issuance costs	609,325		561,061
Deferred income taxes	Deferred income taxes	6,354		6,506		Deferred income taxes	6,365		6,079
Underfunded pension	Underfunded pension	10,978		21,786		Underfunded pension	51,459		52,309
Contract liabilities, noncurrent portion	Contract liabilities, noncurrent portion	16,528		16,528		Contract liabilities, noncurrent portion	20,329		20,515
Operating lease liabilities, noncurrent portion	Operating lease liabilities, noncurrent portion	5,398		7,140		Operating lease liabilities, noncurrent portion	3,905		4,534
Liabilities held for sale, noncurrent portion		230		—
Other long-term liabilities	Other long-term liabilities	36,984		39,837		Other long-term liabilities	36,322		36,280
Commitments and contingencies (Note 15)		0		0
Commitments and contingencies (Note 12)						Commitments and contingencies (Note 12)
Shareholders' equity:	Shareholders' equity:					Shareholders' equity:
Preferred stock, $1 par value, 200,000 shares authorized; none outstanding	Preferred stock, $1 par value, 200,000 shares authorized; none outstanding	—		—		Preferred stock, $1 par value, 200,000 shares authorized; none outstanding	—		—
Common stock, $1 par value, 50,000,000 shares authorized; voting; 30,584,400 and 30,434,269 shares issued, respectively		30,584		30,434
Common stock, $1 par value, 50,000,000 shares authorized; voting; 30,766,419 and 30,640,068 shares issued, respectively						Common stock, $1 par value, 50,000,000 shares authorized; voting; 30,766,419 and 30,640,068 shares issued, respectively	30,766		30,640
Additional paid-in capital	Additional paid-in capital	241,597		248,153		Additional paid-in capital	247,812		245,436
Retained earnings	Retained earnings	753,985		750,445		Retained earnings	682,812		688,457
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(125,202)		(111,385)		Accumulated other comprehensive income (loss)	(154,793)		(158,421)
Less 2,598,056 and 2,573,896 shares of common stock, respectively, held in treasury, at cost		(122,022)		(121,318)
Less 2,632,334 and 2,607,841 shares of common stock, respectively, held in treasury, at cost						Less 2,632,334 and 2,607,841 shares of common stock, respectively, held in treasury, at cost	(122,641)		(122,133)
Total shareholders’ equity	Total shareholders’ equity	778,942		796,329		Total shareholders’ equity	683,956		683,979
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	1,158,097	$	1,198,482	Total liabilities and shareholders’ equity	$	1,538,658	$	1,491,332

See accompanying notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

KAMAN CORPORATION AND SUBSIDIARIES

(In thousands, except per share amounts) (Unaudited)


		For the Three Months Ended				For the Six Months Ended					For the Three Months Ended
		July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021			March 31, 2023		April 1, 2022
Net sales	Net sales	$	160,766	$	182,394	$	318,814	$	354,010	Net sales	$	194,542	$	158,048
Cost of sales	Cost of sales	108,659		120,448		216,120		239,159		Cost of sales	126,998		107,461
Gross profit	Gross profit	52,107		61,946		102,694		114,851		Gross profit	67,544		50,587
Selling, general and administrative expenses	Selling, general and administrative expenses	39,250		38,719		78,971		76,847		Selling, general and administrative expenses	43,698		39,721
Research and development costs	Research and development costs	5,215		3,238		10,328		7,464		Research and development costs	5,907		5,113
Intangible asset amortization expense	Intangible asset amortization expense	2,439		2,637		4,906		5,274		Intangible asset amortization expense	7,152		2,467
Costs from transition services agreement		—		999		—		1,704
Restructuring and severance costs	Restructuring and severance costs	2,927		1,516		3,096		2,868		Restructuring and severance costs	2,190		169
Loss on sale of business		—		—		—		234
Net (gain) loss on sale of assets	Net (gain) loss on sale of assets	(4)		5		56		15		Net (gain) loss on sale of assets	(31)		60
Operating income	Operating income	2,280		14,832		5,337		20,445		Operating income	8,628		3,057
Interest expense, net	Interest expense, net	1,993		4,335		4,474		8,586		Interest expense, net	9,604		2,481
Non-service pension and post-retirement benefit income	Non-service pension and post-retirement benefit income	(5,024)		(6,577)		(10,287)		(13,220)		Non-service pension and post-retirement benefit income	(381)		(5,263)
Income from transition services agreement		—		(442)		—		(917)
Other expense, net		690		158		1,194		447
Earnings before income taxes		4,621		17,358		9,956		25,549
Income tax expense		557		5,502		1,864		5,709
Net earnings		$	4,064	$	11,856	$	8,092	$	19,840
Other (income) expense, net										Other (income) expense, net	(571)		504
(Loss) earnings before income taxes										(Loss) earnings before income taxes	(24)		5,335
Income tax (benefit) expense										Income tax (benefit) expense	(5)		1,307
Net (loss) earnings										Net (loss) earnings	$	(19)	$	4,028

Earnings per share:
Basic earnings per share		$	0.15	$	0.43	$	0.29	$	0.71
Diluted earnings per share		$	0.14	$	0.42	$	0.29	$	0.71
Earnings (loss) per share:										Earnings (loss) per share:
Basic (loss) earnings per share										Basic (loss) earnings per share	$	(0.00)	$	0.14
Diluted (loss) earnings per share										Diluted (loss) earnings per share	$	(0.00)	$	0.14
Average shares outstanding:	Average shares outstanding:									Average shares outstanding:
Basic	Basic	28,005		27,867		27,977		27,841		Basic	28,117		27,950
Diluted	Diluted	28,059		27,913		28,071		27,890		Diluted	28,117		28,082

See accompanying notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

KAMAN CORPORATION AND SUBSIDIARIES

(In thousands) (Unaudited)

For the Three Months Ended For the Six Months Ended
July 1,
2022 July 2,
2021 July 1,
2022 July 2,
2021
Net earnings $ 4,064 $ 11,856 $ 8,092 $ 19,840
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments and other (10,261) 1,719 (15,479) 17,232
Change in pension and post-retirement benefit plan liabilities, net of tax expense of $269 and $266 and $497 and $516, respectively 900 899 1,662 1,741
Other comprehensive (loss) income (9,361) 2,618 (13,817) 18,973
Comprehensive (loss) income $ (5,297) $ 14,474 $ (5,725) $ 38,813


	For the Three Months Ended
	March 31, 2023		April 1, 2022
Net (loss) earnings	$	(19)	$	4,028
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	2,538		(5,218)
Change in pension and post-retirement benefit plan liabilities, net of tax expense of $434 and $228, respectively	1,441		762
Loss on derivative instruments, net of tax benefit of $106 and $0, respectively	(351)		—
Other comprehensive income (loss)	3,628		(4,456)
Comprehensive income (loss)	$	3,609	$	(428)

See accompanying notes to condensed consolidated financial statements.


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS KAMAN CORPORATION AND SUBSIDIARIES (In thousands) (Unaudited)

For the Six Months Ended
July 1, 2022 July 2, 2021
Cash flows from operating activities:
Net earnings $ 8,092 $ 19,840
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization 17,654 18,391
Amortization of debt issuance costs 1,024 882
Accretion of convertible notes discount — 1,484
Provision for doubtful accounts 263 290
Loss on sale of business — 234
Net loss on sale of assets 56 15
Net loss on derivative instruments 1,646 566
Stock compensation expense 4,811 4,225
Non-cash consideration received for blade exchange (827) —
Deferred income taxes 2,050 2,957
Changes in assets and liabilities, excluding effects of acquisitions/divestitures:
Accounts receivable (5,430) 53,232
Contract assets 2,936 (4,637)
Contract costs 324 (349)
Inventories (24,411) (12,205)
Income tax refunds receivable (2,365) 1,485
Operating right of use assets 1,748 781
Other assets (2,817) 1,319
Accounts payable - trade (9,701) (24,068)
Contract liabilities (38) (18,588)
Operating lease liabilities (1,703) (919)
Acquired retention plan payments — (25,108)
Other current liabilities (8,635) (9,470)
Income taxes payable (160) 1,532
Pension liabilities (8,873) (22,837)
Other long-term liabilities (2,598) (3,775)
Net cash used in operating activities (26,954) (14,723)
Cash flows from investing activities:
Proceeds from sale of business, net of cash on hand — (3,428)
Expenditures for property, plant & equipment (10,520) (8,102)
Investment in Near Earth Autonomy (10,000) —
Other, net 1,341 (671)
Net cash used in investing activities (19,179) (12,201)
Cash flows from financing activities:
Purchase of treasury shares (698) (390)
Dividends paid (11,163) (11,106)
Debt issuance costs (4,236) —
Other, net 2,319 876
Net cash used in financing activities (13,778) (10,620)
Net decrease in cash and cash equivalents (59,911) (37,544)
Effect of exchange rate changes on cash and cash equivalents (645) (183)
Cash and cash equivalents and restricted cash at beginning of period (See Note 3) 140,800 136,089
Cash and cash equivalents and restricted cash at end of period $ 80,244 $ 98,362


	For the Three Months Ended
	March 31, 2023		April 1, 2022
Cash flows from operating activities:
Net (loss) earnings	$	(19)	$	4,028
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization	13,154		8,832
Amortization of debt issuance costs	883		442
Provision for doubtful accounts	805		135
Net (gain) loss on sale of assets	(31)		60
Net (gain) loss on derivative instruments	(283)		449
Stock compensation expense	2,003		2,081
Deferred income taxes	(669)		(1,247)
Changes in assets and liabilities, excluding effects of acquisitions/divestitures:
Accounts receivable	(14,177)		4,307
Contract assets	(2,973)		12,973
Inventories	(9,596)		(17,285)
Income tax refunds receivable	12,663		(410)
Operating right of use assets	785		915
Other assets	(6,431)		(2,105)
Accounts payable - trade	(1,151)		(612)
Contract liabilities	1,776		(137)
Operating lease liabilities	(852)		(899)
Other current liabilities	(2,483)		(10,581)
Income taxes payable	(222)		53
Pension liabilities	936		(1,876)
Other long-term liabilities	429		(140)
Net cash used in operating activities	(5,453)		(1,017)
Cash flows from investing activities:
Expenditures for property, plant & equipment	(5,948)		(6,877)
Acquisition of businesses	(1,487)		—
Other, net	(1,363)		424
Net cash used in investing activities	(8,798)		(6,453)
Cash flows from financing activities:
Borrowings under revolving credit agreement	94,000		—
Repayments under revolving credit agreement	(46,000)		—
Purchase of treasury shares	(503)		(575)
Dividends paid	(5,606)		(5,572)
Other, net	2,079		2,112
Net cash provided by (used in) financing activities	43,970		(4,035)
Net increase (decrease) in cash and cash equivalents	29,719		(11,505)
Effect of exchange rate changes on cash and cash equivalents	113		(198)
Cash and cash equivalents at beginning of period	24,154		140,800
Cash and cash equivalents at end of period	$	53,986	$	129,097

See accompanying notes to condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~

(Unaudited)

1. BASIS OF PRESENTATION

Following the sale of the Company's Distribution business in 2019, the Company operated as one segment. In the fourth quarter of 2021, our Chief Operating Decision Maker ("CODM") established a new structure for the Company to better align the Company's businesses to support capital allocation plans, portfolio management and growth. This new structure resulted in the introduction of three reportable segments: Engineered Products, Precision Products and Structures. See Note 5, ~~Revenue and Segment Information, for 2022 financial results by segment and a recast of financial results by segment for the three-month and six-month fiscal periods ended July 2, 2021.~~

During the second quarter of 2022, the Company entered into an asset purchase agreement to sell certain assets and liabilities of its Mexico operations in the Structures segment. As a result of the agreement, the assets and liabilities of the Mexico operations to be sold were reclassified to assets and liabilities held for sale, respectively, as of July 1, 2022 on the Company's Condensed Consolidated Balance Sheet as the criteria set forth in Accounting Standards Codification 205-20, ~~Presentation of Financial Statements - Discontinued Operations~~ ~~("ASC 205-20") for held for sale were met. See Note 3,~~ ~~Disposals, to the Condensed Consolidated Financial Statements for further information. This transaction closed on July 29, 2022.~~

In the opinion of management, the condensed consolidated financial information reflects all adjustments necessary for a fair statement of the Company's financial position, results of operations and cash flows for the interim periods presented, but do not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). All such adjustments are of a normal recurring nature, unless otherwise disclosed in this report. Certain amounts in prior year financial statements and notes thereto have been reclassified to conform to current year presentation. The statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

The Company has a calendar year-end; however, its first three fiscal quarters follow a 13-week convention, with each quarter ending on a Friday. The ~~second~~first quarters for ~~2022~~2023 and ~~2021~~2022 ended on ~~July~~March 31, 2023, and April 1, 2022, ~~and July 2, 2021,~~ respectively.

2. ~~RECENT ACCOUNTING STANDARDS~~BUSINESS COMBINATIONS AND INVESTMENTS

~~Recent Accounting Standards Adopted~~Aircraft Wheel & Brake

~~In May 2021,~~On September 16, 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2021-04, "Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensusCompany acquired all of the ~~FASB Emerging Issues Task Force)".~~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 ~~objective~~assets acquired and liabilities assumed were recorded based on their fair values at the date of ~~this standard update is~~acquisition as follows (in thousands):


Accounts receivable	$	7,635
Contract assets	171
Inventories	11,246
Property, plant and equipment	7,686
Goodwill	171,277
Other intangible assets(1)	250,500
Contract costs, noncurrent	41
Liabilities	(5,729)
Net assets acquired	442,827
Less cash received	—
Net consideration	$	442,827

(1)Refer to ~~clarify~~Note 3, Business Combinations and ~~reduce diversity~~Investments, in ~~an issuer's accounting~~the Annual Report on Form 10-K for ~~modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The guidance clarifies whether an issuer should account~~the year ended December 31, 2022 for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as either an adjustment to equity and, if so, the related earnings per share ("EPS") effects, if any, or as an expense and, if so, the manner and pattern of recognition. The standard update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption was permitted, including adoption in an interim period. The Company adopted this standard on January 1, 2022. The adoption of this standard update did not have a material impactinformation on the Company's ~~consolidated financial statements.~~determination of the fair value of identifiable assets.

During the first quarter of 2023, the Company paid Parker an additional $1.5 million for the working capital adjustment, which resulted in an increase to goodwill. All purchase price allocations were finalized within the one-year measurement period and no further adjustments are expected.

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.

Aircraft Wheel and Brake's results of operations have been included in the Company's financial statements for the period subsequent to the completion of the acquisition on September 16, 2022. Aircraft Wheel and Brake contributed $18.5 million of revenue and $0.8 million of operating income for the three-month fiscal period ended March 31, 2023.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~

~~(Unaudited)~~

~~2. RECENT ACCOUNTING STANDARDS (CONTINUED)~~

~~Recent Accounting Standards Adopted - continued~~

In August 2020, the FASB issued 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 is to simplify the accounting for certain financial instruments with characteristics of liabilities and equity. The update removes 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 will report 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 adds new disclosure requirements for convertible instruments to improve the decision usefulness and relevance of the information being provided to users of financial statements, clarifies the guidance for determining whether a contract qualifies for a scope exception from derivative accounting, and requires the application of the if-converted method when calculating diluted EPS guidance to improve consistency. The standard update is 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 condensed 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 Balance at December 31, 2021 Adjustments due to ASU 2020-06 Balance at January 1, 2022
Assets
Deferred income taxes $ 15,717 $ 1,770 $ 17,487
Liabilities
Long-term debt, excluding current portion, net of debt issuance costs $ 189,421 $ 7,624 $ 197,045
Equity
Additional paid-in capital $ 248,153 $ (12,489) $ 235,664
Retained earnings $ 750,445 $ 6,635 $ 757,080

Beginning in 2022, the Company will calculate 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 second quarter of 2022, there was no impact as diluted EPS calculated to $0.14 and $0.29, respectively, using both the if-converted method and treasury stock method. Refer to Note 13, ~~Debt,~~ ~~for further information on the Company's convertible notes.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued~~

~~For the three-month and six-month fiscal periods ended July 1, 2022 and July 2, 2021~~

~~(Unaudited)~~

~~2. RECENT ACCOUNTING STANDARDS (CONTINUED)~~

~~Recent Accounting Standards Yet to be Adopted~~

In March 2022, the FASB issued ASU 2022-01, "Derivatives and Hedging (Topic 815): Fair Value Hedging-Portfolio Layer Method". The amendments in this standard update expand the current last-of-layer method of hedge accounting that permits only one hedged layer to allow multiple hedged layers of a single closed portfolio. This standard update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted on any date on or after the issuance of this update for any entity that has adopted the amendments in ASU 2017-12 for the corresponding period. If an entity adopts the amendments in an interim period, the effect of adopting the amendments related to basis adjustments should be reflected as of the beginning of the fiscal year of adoption. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements; however, the impact will be dependent on future hedging activity.

In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers". The amendments in this standard update address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination and require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This standard update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the standard is permitted, including adoption in an interim period. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements; however, the impact will be dependent on future business combinations.

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 is 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 provide 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 is effective for all entities as of March 12, 2020 through December 31, 2022. 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. In December 2021, the Company amended its credit agreement to move its LIBOR benchmark for non-USD borrowings to other non-USD benchmark rates. Future USD borrowings under this current Credit Agreement will continue to be based on LIBOR. The impact of the adoption of this standard update is dependent on the Company's contracts modifications as a result of reference rate reform; however, the Company does not expect the adoption of the amendments associated with hedging relationships to have a material impact on the Company's consolidated financial statements.

Subsequent to the issuance of ASU 2020-04, the FASB issued the following update: ASU 2021-01, "Reference Rate Reform (Topic 848) - Scope". The amendments in this update affect the guidance within ASU 2020-04 and are being assessed with ASU 2020-04.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued~~

~~For the three-month and six-month fiscal periods ended July 1, 2022 and July 2, 2021~~

(Unaudited)

3. ~~DISPOSALS~~

~~Mexico Business~~

In the second quarter of 2022, the Company entered into an asset purchase agreement to sell certain assets and liabilities of its Mexico operations in the Structures segment. Subsequent to the end of the quarter, the transaction closed on July 29, 2022.

The transaction does not meet the criteria set forth in ASC 205-20 for discontinued operations as it does not reflect a significant shift in the Company's strategy. As a result of the asset purchase agreement, the related assets and liabilities of the Mexico operations to be sold were reclassified to assets held for sale and liabilities held for sale, respectively, as of July 1, 2022 on the Company's Condensed Consolidated Balance Sheets as the criteria set forth in ASC 205-20 for held for sale presentation were met.

~~UK Composites Business~~

In the fourth quarter of 2020, the Company received approval from its Board of Directors to sell its United Kingdom ("UK") Composites division. 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 shift in the Company's strategy. As a result of the approved plan, the UK Composites division met the criteria set forth in ASC 205-20 for held for sale presentation at December 31, 2020. At December 31, 2020, the assets of the UK Composites business were considered impaired as the estimated fair value of the disposal group was lower than the estimated carrying value of the UK Composites business. As such, the assets of the UK Composites business were written off and the related liabilities of the UK division to be sold were reclassified to liabilities held for sale, as of December 31, 2020 on the Company's Consolidated Balance Sheet. The Company recorded an impairment loss of $36.3 million in the year ended December 31, 2020. The Company sold its UK Composites division in a transaction that closed on February 2, 2021. In the first quarter of 2021, when the sale was finalized, the Company recorded an additional loss of $0.2 million, which was included in loss on sale of business on the Company's Condensed Consolidated Statement of Operations for the six-month fiscal period ended July 2, 2021, resulting in a total loss on the sale of the UK Composites business of $36.5 million.

Cash and cash equivalents and restricted cash at the beginning of the period on the Company's Condensed Consolidated Statement of Cash Flows for the six-month fiscal period ended July 2, 2021 included $6.6 million of cash that was included in the UK Composites business disposal group. Given the assets of the disposal group were recognized net of the impairment recorded in the year ended 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. 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 an option to extend the support period for up to one additional year for certain 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 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. Of these amounts, $1.0 million and $1.7 million in costs were incurred and $0.4 million and $0.9 million in income was earned in three-month and six-month fiscal periods ended July 2, 2021, respectively. These amounts were included in costs from transition services agreement and income from transition services agreement on the Company's Condensed Consolidated Statements of Operations, respectively.

Since the sale of the Distribution business, cash outflows from the Company to its former Distribution business totaled $8.7 million through July 1, 2022, which primarily related to Distribution employee and employee-related costs incurred prior to the sale. There were no cash flows from the Company to its former Distribution business in the six-month fiscal periods ended July 1, 2022 and July 2, 2021. Since the sale of the Distribution business, cash inflows from the Company's former Distribution business to the Company totaled $19.1 million through July 1, 2022, which primarily related to cash received for services performed under the TSA and the $5.2 million working capital adjustment settled in the first quarter of 2020. Cash inflows from the Company's former Distribution business received in the six-month fiscal period ended July 2, 2021 totaled $1.5 million. Cash inflows from the former Distribution business were not material in 2022.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued~~

~~For the three-month and six-month fiscal periods ended July 1, 2022 and July 2, 2021~~

~~(Unaudited)~~

~~4. BUSINESS COMBINATIONS AND 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. Since 2019, Near Earth has been a partner on the autonomous technology for the Company's ~~K-MAX TITAN~~ ~~unmanned aerial system and 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 Investment in Near Earth Autonomy on the Company's Condensed Consolidated Balance Sheets as of July 1, 2022. Upon observable transaction prices or impairment, the Company will remeasure the investment at fair value.

~~Aircraft Wheel & Brake~~

On May 21, 2022, the Company entered into an asset purchase agreement with Parker-Hannifin Corporation ("Parker"), pursuant to which the Company will acquire Parker's Aircraft Wheel and Brake division for a total purchase price of $440.0 million payable in cash, subject to a customary working capital adjustment. Parker is divesting this portion of its business in order to secure approval from certain governmental authorities in connection with its previously announced offer to acquire Meggitt PLC ("Meggitt").

The Company has obtained a financing commitment, subject to customary conditions, that will provide it with sufficient cash to consummate the closing. The closing of this transaction is expected to occur before December 31, 2022. The timing of closing will be contingent upon the receipt of regulatory approvals, including the European Commission’s process with respect to its consideration of Parker’s acquisition of Meggitt.

~~Bal Seal~~

~~On January 3, 2020, the Company acquired all of the equity interests of Bal Seal Engineering ("Bal Seal"), of Foothill Ranch, California, at a purchase price of $317.5 million~~. Upon closing, the Company funded $24.7 million associated with employee retention plans at Bal Seal. This amount and related interest was included in restricted cash on the Company's Consolidated Balance Sheets as of December 31, 2020. Eligible participants received an allocation of the escrow balance one year following the acquisition date, which was reflected in the Company's cash flows from operating activities for the six-month fiscal period ended July 2, 2021.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued~~

~~For the three-month and six-month fiscal periods ended July 1, 2022 and July 2, 2021~~

~~(Unaudited)~~

5. REVENUE AND 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,~~Chief Operating Decision Maker ("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.~~contacts; and wheels, brakes and related hydraulic components for helicopters and fixed-wing and unmanned aerial vehicle ("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; ~~manufacture and~~ support of the heavy lift ~~K-MAX~~®K-MAX® manned ~~helicopter,~~helicopter; and development of the ~~K-MAX TITAN~~ ~~unmanned aerial system and 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.

Summarized financial information by business segment is as follows:


		For the Three Months Ended				For the Six Months Ended					For the Three Months Ended
		July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021			March 31, 2023		April 1, 2022
In thousands	In thousands									In thousands
Net sales:	Net sales:									Net sales:
Engineered Products	Engineered Products	$	89,765	$	78,956	$	171,217	$	150,735	Engineered Products	$	123,326	$	81,452
Precision Products	Precision Products	41,267		71,539		88,816		132,072		Precision Products	37,971		47,549
Structures	Structures	29,734		31,899		58,781		71,203		Structures	33,245		29,047
Net sales	Net sales	$	160,766	$	182,394	$	318,814	$	354,010	Net sales	$	194,542	$	158,048
Operating income (loss):	Operating income (loss):									Operating income (loss):
Engineered Products	Engineered Products	$	15,467	$	9,758	$	26,509	$	14,664	Engineered Products	$	19,356	$	11,042
Precision Products	Precision Products	2,550		19,429		5,959		32,482		Precision Products	1,674		3,409
Structures	Structures	(830)		(1,521)		(1,447)		(1,201)		Structures	(237)		(617)
Corporate expense	Corporate expense	(11,984)		(10,314)		(22,532)		(20,679)		Corporate expense	(10,006)		(10,548)
Other unallocated expenses, net(1)	Other unallocated expenses, net(1)	(2,923)		(2,520)		(3,152)		(4,821)		Other unallocated expenses, net(1)	(2,159)		(229)
Operating income	Operating income	$	2,280	$	14,832	$	5,337	$	20,445	Operating income	$	8,628	$	3,057
Interest expense, net										Interest expense, net	9,604		2,481
Non-service pension and post retirement benefit income, net										Non-service pension and post retirement benefit income, net	(381)		(5,263)
Other (income) expense, net										Other (income) expense, net	(571)		504
(Loss) earnings before income taxes										(Loss) earnings before income taxes	$	(24)	$	5,335

(1) Other unallocated expenses, net include ~~costs from the TSA,~~ restructuring and severance costs ~~loss on sale of business,~~ and net (gain) loss on sale of assets.

117

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~

(Unaudited)

5.3. REVENUE AND SEGMENT INFORMATION (CONTINUED)

Disaggregation of Revenue

The following tables disaggregate segment revenue by major product line:


		For the Three Months Ended									For the Three Months Ended
		July 1, 2022									March 31, 2023
		Engineered Products		Precision Products		Structures		Total			Engineered Products		Precision Products		Structures		Total
In thousands	In thousands									In thousands
Defense	Defense	$	9,342	$	6,629	$	16,098	$	32,069	Defense	$	20,023	$	5,586	$	18,805	$	44,414
Safe and Arm Devices	Safe and Arm Devices	—		21,563		—		21,563		Safe and Arm Devices	—		26,242		—		26,242
Commercial, Business & General Aviation	Commercial, Business & General Aviation	37,644		11,895		11,319		60,858		Commercial, Business & General Aviation	59,685		5,013		12,504		77,202
Medical	Medical	22,683		—		2,317		25,000		Medical	24,935		—		1,936		26,871
Industrial & Other	Industrial & Other	20,096		1,180		—		21,276		Industrial & Other	18,683		1,130		—		19,813
Total revenue	Total revenue	$	89,765	$	41,267	$	29,734	$	160,766	Total revenue	$	123,326	$	37,971	$	33,245	$	194,542

		For the Three Months Ended									For the Three Months Ended
		July 2, 2021									April 1, 2022
		Engineered Products		Precision Products		Structures		Total			Engineered Products		Precision Products		Structures		Total
In thousands	In thousands									In thousands
Defense	Defense	$	11,857	$	7,259	$	20,664	$	39,780	Defense	$	9,653	$	5,322	$	16,255	$	31,230
Safe and Arm Devices	Safe and Arm Devices	—		58,006		—		58,006		Safe and Arm Devices	—		37,322		—		37,322
Commercial, Business & General Aviation	Commercial, Business & General Aviation	26,860		4,872		9,398		41,130		Commercial, Business & General Aviation	32,378		3,767		10,813		46,958
Medical	Medical	21,025		—		1,837		22,862		Medical	21,149		—		1,979		23,128
Industrial & Other	Industrial & Other	19,214		1,402		—		20,616		Industrial & Other	18,272		1,138		—		19,410
Total revenue	Total revenue	$	78,956	$	71,539	$	31,899	$	182,394	Total revenue	$	81,452	$	47,549	$	29,047	$	158,048

The following table disaggregates total revenue by product types.


	For the Three Months Ended
	March 31, 2023
	Engineered Products		Precision Products		Structures		Total
Original Equipment Manufacturer	45	%	2	%	17	%	64	%
Aftermarket	18	%	5	%	—	%	23	%
Safe and Arm Devices	—	%	13	%	—	%	13	%
Total revenue	63	%	20	%	17	%	100	%

	For the Three Months Ended
	April 1, 2022
	Engineered Products		Precision Products		Structures		Total
Original Equipment Manufacturer	41	%	2	%	18	%	61	%
Aftermarket	11	%	4	%	—	%	15	%
Safe and Arm Devices	—	%	24	%	—	%	24	%
Total revenue	52	%	30	%	18	%	100	%

128

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~

(Unaudited)

5.3. REVENUE AND SEGMENT INFORMATION (CONTINUED)

~~Disaggregation of Revenue - continued~~

For the Six Months Ended
July 1, 2022
Engineered Products Precision Products Structures Total
In thousands
Defense $ 18,995 $ 11,951 $ 32,353 $ 63,299
Safe and Arm Devices — 58,885 — 58,885
Commercial, Business & General Aviation 70,022 15,662 22,132 107,816
Medical 43,832 — 4,296 48,128
Industrial & Other 38,368 2,318 — 40,686
Total revenue $ 171,217 $ 88,816 $ 58,781 $ 318,814
For the Six Months Ended
July 2, 2021
Engineered Products Precision Products Structures Total
In thousands
Defense $ 23,085 $ 14,253 $ 46,053 $ 83,391
Safe and Arm Devices — 99,592 — 99,592
Commercial, Business & General Aviation 51,932 15,774 21,382 89,088
Medical 39,677 — 3,768 43,445
Industrial & Other 36,041 2,453 — 38,494
Total revenue $ 150,735 $ 132,072 $ 71,203 $ 354,010

~~Impacts from Current Economy~~

The U.S. economy is experiencing broad and rapid inflation and rising interest rates, as well as supply issues in material, services and labor due to economic policy, the coronavirus ("COVID-19") pandemic and, more recently, the war in Ukraine. These impacts are likely to persist through 2022 and beyond. 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.

The Company has implemented strategies to limit the risk COVID-19 poses to its operations with a continued focus on the health of its employees and the satisfaction of its customers’ requirements. Despite all of these efforts, the effects of the pandemic have adversely impacted our commercial end markets, more specifically Commercial, Business and General Aviation customers. Management is encouraged by the recoveries for these products and the strong order intake seen in the first six months of 2022. The extent and duration of time to which COVID-19 may adversely impact the Company depends on future developments, which continue to be uncertain and unpredictable.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued~~

~~For the three-month and six-month fiscal periods ended July 1, 2022 and July 2, 2021~~

~~(Unaudited)~~

~~5. REVENUE AND SEGMENT INFORMATION (CONTINUED)~~

~~Disaggregation of Revenue - continued~~

~~The following table disaggregates total revenue by product types.~~

For the Three Months Ended For the Three Months Ended
July 1, 2022 July 2, 2021
Engineered Products Precision Products Structures Total Engineered Products Precision Products Structures Total
Original Equipment Manufacturer 43 % 6 % 18 % 67 % 34 % 3 % 18 % 55 %
Aftermarket 13 % 7 % — % 20 % 9 % 4 % — % 13 %
Safe and Arm Devices — % 13 % — % 13 % — % 32 % — % 32 %
Total revenue 56 % 26 % 18 % 100 % 43 % 39 % 18 % 100 %
For the Six Months Ended For the Six Months Ended
July 1, 2022 July 2, 2021
Engineered Products Precision Products Structures Total Engineered Products Precision Products Structures Total
Original Equipment Manufacturer 42 % 5 % 18 % 65 % 34 % 5 % 20 % 59 %
Aftermarket 12 % 5 % — % 17 % 9 % 4 % — % 13 %
Safe and Arm Devices — % 18 % — % 18 % — % 28 % — % 28 %
Total revenue 54 % 28 % 18 % 100 % 43 % 37 % 20 % 100 %

Disaggregation of Research and Development Costs

The following table presents research and development costs by segment:

For the Three Months Ended For the Six Months Ended
July 1,
2022 July 2,
2021 July 1,
2022 July 2,
2021
In thousands
Engineered Products $ 2,121 $ 1,781 $ 4,364 $ 4,603
Precision Products 2,984 1,436 5,787 2,838
Structures 110 21 177 23
Total research and development costs $ 5,215 $ 3,238 $ 10,328 $ 7,464

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued~~

~~For the three-month and six-month fiscal periods ended July 1, 2022 and July 2, 2021~~

~~(Unaudited)~~

~~5. REVENUE AND SEGMENT INFORMATION (CONTINUED)~~


	For the Three Months Ended
	March 31, 2023		April 1, 2022
In thousands
Engineered Products	$	2,439	$	2,243
Precision Products	3,458		2,803
Structures	10		67
Total research and development costs	$	5,907	$	5,113

Other

For contracts in which revenue is recognized 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.

Net changes in revenue associated with cost growth on the Company's over time contracts were as follows:


		For the Three Months Ended				For the Six Months Ended					For the Three Months Ended
		July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021			March 31, 2023		April 1, 2022
In thousands	In thousands									In thousands
Net increase (decrease) in revenue due to change in profit estimates		$	567	$	(3,446)	$	1,472	$	(581)
Net (decrease) increase in revenue due to change in profit estimates										Net (decrease) increase in revenue due to change in profit estimates	$	(1,269)	$	905

In the three-month ~~and six-month~~ fiscal ~~periods~~period ended ~~July 1, 2022,~~March 31, 2023, the net ~~increases~~decrease in revenue ~~were~~was primarily related to cost growth on certain structures and precision products contracts, partially offset by favorable cost performance on the joint programmable fuze ("JPF") contract with the U.S. Government ("USG"), and the JASSM contract. In the three-month fiscal period ended April 1, 2022, the net increase in revenue was primarily related to favorable cost performance on the JPF contract with the USG, partially offset by cost growth on certain structures programs and legacy fuzing contracts.

~~The net reductions in revenue in~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month ~~and six-month~~ fiscal periods ended ~~July 2, 2021 were primarily related to cost growth on certain structures programs~~March 31, 2023 and missile fuzing contracts, partially offset by favorable cost performance on the completion of the SH-2 program with New Zealand. Additionally, for the six-month fiscal period ended July 2, 2021, the net decrease in revenue was offset by favorable cost performance on the JPF contract with the USG.April 1, 2022

(Unaudited)

3. REVENUE AND SEGMENT INFORMATION (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. Backlog at ~~July 1, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, and the portion of backlog the Company expects to recognize revenue on over the next twelve months is as follows:


		July 1, 2022(1)		December 31, 2021			March 31, 2023(1)		December 31, 2022
		(in thousands)					(in thousands)
Engineered Products	Engineered Products	$	224,563	$	169,144	Engineered Products	$	369,713	$	322,452
Precision Products	Precision Products	196,406		180,082		Precision Products	111,750		134,903
Structures	Structures	353,939		351,697		Structures	251,531		263,581
Total Backlog	Total Backlog	$	774,908	$	700,923	Total Backlog	$	732,994	$	720,936

(1) The Company expects to recognize revenue on approximately ~~59%~~73% of backlog as of ~~July 1, 2022~~March 31, 2023 over the next twelve months.

4. RESTRUCTURING AND SEVERANCE COSTS

Restructuring and severance costs are included in restructuring and severance costs on the Company's Condensed Consolidated Statements of Operations and other unallocated expenses, net within in Note 3, Revenue and Segment Information.

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 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 three-month fiscal period ended March 31, 2023, the Company incurred $2.2 million in severance costs associated with these actions. Of this amount, $0.3 million was related to share-based compensation expense.

The following table summarizes the accrual balances by cost type for the restructuring actions:


	Severance		Other(1)		Total
In thousands
Restructuring accrual balance at December 31, 2022(2)	$	6,629	$	—	$	6,629
Provision	1,730		136		1,866
Cash payments	(3,616)		(136)		(3,752)
Changes in foreign currency exchange rates	25		—		25
Restructuring accrual balance at March 31, 2023(2)	$	4,768	$	—	$	4,768

(1) Includes costs associated with the consolidation of facilities.

(2) Of the above accrual balance, $1.0 million was included in other long-term liabilities on the Company's Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022. The remainder is included in other current liabilities.

1510

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~

(Unaudited)

~~6. RESTRUCTURING AND SEVERANCE COSTS~~

The Company has identified workforce reductions and other reductions in certain general and administrative expenses, which resulted in $1.9 million and $2.1 million in restructuring and severance costs in the three-month and six-month fiscal periods ended July 1, 2022. In the three-month and six-month fiscal periods ended July 2, 2021, the Company incurred $1.5 million and $2.9 million in restructuring and severance costs. These costs were included in restructuring and severance costs on the Company's Condensed Consolidated Statements of Operations.

~~Other Matters~~

In addition to the restructuring and severance costs discussed above, in the three-month and six-month fiscal periods ended July 1, 2022, the Company incurred $1.0 million in other severance expense.

7.5. ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following:


		July 1, 2022		December 31, 2021			March 31, 2023		December 31, 2022
In thousands	In thousands					In thousands
Trade receivables	Trade receivables	$	29,274	$	19,228	Trade receivables	$	41,989	$	31,126
U.S. Government contracts:	U.S. Government contracts:					U.S. Government contracts:
Billed	Billed	15,605		14,748		Billed	15,576		14,150
Cost and accrued profit - not billed	Cost and accrued profit - not billed	275		167		Cost and accrued profit - not billed	1,588		661
Commercial and other government contracts	Commercial and other government contracts					Commercial and other government contracts
Billed	Billed	33,844		36,787		Billed	42,615		41,520
Cost and accrued profit - not billed	Cost and accrued profit - not billed	—		4,141		Cost and accrued profit - not billed	2,268		2,268
Less allowance for doubtful accounts	Less allowance for doubtful accounts	(1,306)		(1,547)		Less allowance for doubtful accounts	(2,744)		(2,066)
Accounts receivable, net	Accounts receivable, net	$	77,692	$	73,524	Accounts receivable, net	$	101,292	$	87,659

The Company 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.

The following table summarizes the activity in the allowance for doubtful accounts in the ~~six-month~~three-month fiscal period ended ~~July 1, 2022:~~March 31, 2023:


In thousands
Balance at December 31, ~~2021~~2022	$	~~(1,547)~~(2,066)
Provision	~~(257)~~(805)
Amounts written off	~~197~~57
Recoveries	~~297~~71
Changes in foreign currency exchange rates	4 (1)
Balance at ~~July 1, 2022~~March 31, 2023	$	~~(1,306)~~(2,744)

There were no amounts included in accounts receivable, net for matters such as contract changes, negotiated settlements and claims for unanticipated contract costs at March 31, 2023 and December 31, 2022.

1611

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~

(Unaudited)

~~7. ACCOUNTS RECEIVABLE, NET (CONTINUED)~~

~~Accounts receivable, net includes amounts for matters such as contract changes, negotiated settlements and claims for unanticipated contract costs. These amounts are as follows:~~

July 1,
2022

December 31,
2021

~~In thousands~~

~~Contract changes, negotiated settlements and claims for unanticipated contract costs~~

—

~~900~~

8.6. CONTRACT ASSETS, CONTRACT COSTS AND CONTRACT LIABILITIES

Activity related to contract assets, contract costs and contract liabilities was as follows:


	March 31, 2023		December 31, 2022		$ Change		% Change
In thousands
Contract assets	$	116,168	$	113,182	$	2,986	2.6	%

Contract costs, current portion(1)	$	531	$	695	$	(164)	(23.6)	%
Contract costs, noncurrent portion(2)	$	693	$	673	$	20	3.0	%

Contract liabilities, current portion	$	6,044	$	4,081	$	1,963	48.1	%
Contract liabilities, noncurrent portion	$	20,329	$	20,515	$	(186)	(0.9)	%

July 1,
2022 December 31, 2021 $ Change % Change
In thousands
Contract assets $ 109,290 $ 112,354 $ (3,064) (2.7) %
Contract costs, current portion $ 909 $ 850 $ 59 6.9 %
Contract costs, noncurrent portion $ 9,865 $ 10,249 $ (384) (3.7) %
Contract liabilities, current portion $ 2,893 $ 2,945 $ (52) (1.8) %
Contract liabilities, noncurrent portion $ 16,528 $ 16,528 $ — — %
(1) Contract costs, current portion are included within other current assets on the Company's Condensed Consolidated Balance Sheets.

(2) Contract costs, noncurrent portion are included within other assets on the Company's Condensed Consolidated Balance Sheets.

Contract Assets

The ~~decrease~~increase in contract assets was primarily due ~~to higher amounts billed in the current period on the JPF program, the Sikorsky BLACK HAWK program and the AH-1Z program compared~~ to the recognition of revenue related to the satisfaction or partial satisfaction of performance obligations for work performed and not yet billed on certain ~~structures~~ programs with Boeing and ~~an aftermarket precision products~~the AH-1 blade program compared to lower amounts billed in the current period on the JPF program. There were no significant impairment losses related to the Company's contract assets during the three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, ~~2022 and July 2, 2021.~~2022.

~~Contract~~There were no amounts included in contract assets ~~includes amounts~~ for matters such as contract changes, negotiated settlements and claims for unanticipated contract ~~costs. These amounts were as follows:~~

July 1,
2022

December 31,
2021

~~In thousands~~

~~Contract changes, negotiated settlements and claims for unanticipated contract costs~~

—

~~682~~

costs at March 31, 2023 and December 31, 2022.

Contract Costs

At ~~July 1, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, costs to fulfill a contract were ~~$10.8~~$1.2 million and ~~$11.1~~$1.4 million, respectively. These amounts were included in ~~contract costs,~~other current ~~portion~~assets and ~~contract costs, noncurrent portion~~other assets on the Company's Condensed Consolidated Balance Sheets at ~~July 1, 2022~~March 31, 2023 and December 31, ~~2021.~~2022. There were no costs to obtain a contract at ~~July 1, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

Contract costs, current portion at ~~July 1, 2022 remained relatively flat~~March 31, 2023 decreased compared to the balance at December 31, ~~2021.~~2022. This was primarily attributable to the ~~reclassification of a portion of costs to fulfill certain structures programs from contract costs, noncurrent portion, mostly offset by the~~ amortization of contract costs. ~~For the three-month and six-month fiscal periods ended July 1, 2022, amortization~~Amortization of contract costs was ~~$0.2~~$0.1 million for the three-month fiscal periods ended March 31, 2023 and ~~$0.3~~April 1, 2022.

Contract costs, noncurrent portion at March 31, 2023 remained relatively flat when compared to the balance at December 31, 2022.

Contract Liabilities

Contract liabilities, current portion at March 31, 2023 increased compared to the balance at December 31, 2022. This was primarily due to advances received for the SH-2G program with New Zealand and the reclassification of liabilities on the FireburstTM enhanced fuzing capability program from contract liabilities, noncurrent portion, partially offset by revenue recognized on the JASSM® program. Revenue recognized related to contract liabilities, current portion was $0.5 million ~~respectively.~~in the three-month fiscal periods ended March 31, 2023 and April 1, 2022.

Contract liabilities, noncurrent portion at March 31, 2023 decreased compared to the balance at December 31, 2022 due to the reclassification of liabilities on the FireBurstTM enhanced fuzing capability program to contract liabilities, current portion, partially offset by advances received for the JPF program. For the three-month ~~and six-month~~ fiscal periods ended ~~July 2, 2021, amortization of~~March 31, 2023 and April 1, 2022, the Company did not recognize revenue against contract ~~costs was $3.2 million~~liabilities, noncurrent portion. Refer to Note 12, Commitments and ~~$5.1 million, respectively.~~Contingencies, for further information on the Company's offset agreements.

1712

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~

(Unaudited)

~~8. CONTRACT ASSETS, CONTRACT COSTS AND CONTRACT LIABILITIES (CONTINUED)~~

~~Contract Costs - continued~~

~~The decrease in contract costs, noncurrent portion was attributable to the reclassification of costs on certain structures programs to contract costs, current portion.~~

~~Contract Liabilities~~

Contract liabilities, current portion remained relatively flat compared to the balance at December 31, 2021. This was primarily due to revenue recognized on our seals, springs and contacts, mostly offset by advances received for the JASSM program and certain fuzing programs. Revenue recognized related to contract liabilities, current portion was $0.7 million and $1.2 million in the three-month and six-month fiscal periods ended July 1, 2022, respectively. Revenue recognized related to contract liabilities, current portion was $20.5 million and $29.9 million in the three-month and six-month fiscal periods ended July 2, 2021, respectively.

Contract liabilities, noncurrent portion at July 1, 2022 remained flat compared to the balance at December 31, 2021. For the three-month and six-month fiscal periods ended July 1, 2022 and July 2, 2021, the Company did not recognize revenue against contract liabilities, noncurrent portion. Refer to Note 15, ~~Commitments and Contingencies, for further information on the Company's offset agreements.~~

9.7. FAIR VALUE MEASUREMENTS

Fair value is defined as the exchange price that would be received for an asset or 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 the Company 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 in 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 presents the carrying value and fair value of financial instruments that are not carried at fair value:


		July 1, 2022				December 31, 2021					March 31, 2023				December 31, 2022
		Carrying Value		Fair Value		Carrying Value		Fair Value			Carrying Value		Fair Value		Carrying Value		Fair Value
In thousands	In thousands									In thousands
Debt (1)	Debt (1)	$	199,500	$	186,832	$	191,876	$	213,222	Debt (1)	$	610,500	$	592,533	$	562,500	$	547,393

(1) These amounts are classified within Level 2.

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 ~~July 1, 2022~~March 31, 2023 and December 31, ~~2021~~2022 included ~~$55.6~~$35.1 million and ~~$65.5~~$0.1 million, respectively, of Level 1 money market funds.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued~~

~~For the three-month and six-month fiscal periods ended July 1, 2022 and July 2, 2021~~

~~(Unaudited)~~

~~9. FAIR VALUE MEASUREMENTS (CONTINUED)~~

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 ~~July 1, 2022~~March 31, 2023, the interest rate swaps were included in other current liabilities and other long-term liabilities on the Company's Condensed Consolidated Balance Sheets. At March 31, 2023 and December 31, ~~2021,~~2022, the ~~derivative instruments~~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 ~~July 1, 2022,~~March 31, 2023, such credit risks had not had an adverse impact on the fair value of these instruments.

~~10.~~8. 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 Condensed 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 earnings or accumulated other comprehensive income, 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 (loss) are subsequently included in earnings in the periods in which earnings are affected by the hedged item. The Company does not use derivative instruments for speculative purposes.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month fiscal periods ended March 31, 2023 and April 1, 2022

(Unaudited)

8. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

Cash Flow Hedges

Interest Rate Swaps

The Company's Credit Agreement (as defined in "Management's Discussion and Analysis of Financial Condition and Results of Operations" below) contains floating rate obligations and is subject to interest rate fluctuations. In late 2022, the Company entered into interest rate swap agreements with a notional value of $200.0 million, effective January 1, 2023, for the purposes of hedging the eight quarterly variable-rate Credit Agreement interest payments due in 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 the Secured Overnight Financing Rate. These interest rate swaps were not material to the Company's Condensed Consolidated Financial Statements for the three-month fiscal period ended March 31, 2023. Over the next twelve months, the income related to cash flow hedges expected to be reclassified from other comprehensive income is $0.3 million.

Forward Exchange Contracts

The Company holds 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. Some of these contracts are designated as cash flow hedges. The Company will include in earnings amounts currently included in accumulated other comprehensive income (loss) upon recognition of cost of sales related to the underlying transaction. These contracts were not material to the Company's Condensed Consolidated Balance Sheets as of ~~July 1, 2022~~March 31, 2023 and December 31, ~~2021.~~2022. The activity related to these contracts was not material to the Company's Condensed Consolidated Financial Statements for the three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, ~~2022 and July 2, 2021.~~2022.

~~11.~~9. INVENTORIES

Inventories consisted of the following:


		July 1, 2022		December 31, 2021			March 31, 2023		December 31, 2022
In thousands	In thousands					In thousands
Raw materials	Raw materials	$	22,661	$	19,123	Raw materials	$	27,595	$	25,798
Contracts and other work in process (including certain general stock materials)	Contracts and other work in process (including certain general stock materials)	155,214		138,737		Contracts and other work in process (including certain general stock materials)	124,953		110,609
Finished goods	Finished goods	36,813		35,240		Finished goods	33,947		40,061
Inventories	Inventories	$	214,688	$	193,100	Inventories	$	186,495	$	176,468

~~Inventories include~~There were no amounts included in inventories associated with matters such as contract changes, negotiated settlements and claims for unanticipated contract ~~costs. These amounts were as follows:~~

July 1,
2022

December 31,
2021

~~In thousands~~

~~Contract changes, negotiated settlements and claims for unanticipated contract costs~~

—

~~552~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued~~

~~For the three-month~~costs at March 31, 2023 and ~~six-month fiscal periods ended July 1, 2022 and July 2, 2021~~

~~(Unaudited)~~

~~11. INVENTORIES (CONTINUED)~~December 31, 2022.

At ~~July 1, 2022~~March 31, 2023 and December 31, ~~2021, $68.8~~2022, $25.6 million and ~~$69.2~~$24.7 million, respectively, of K-MAX® inventory was included in contracts and other work in process inventory and finished goods on the Company's Condensed Consolidated Balance Sheets. Management believes that approximately ~~$46.7~~$23.4 million of the K-MAX® inventory will be sold after ~~July 1, 2023,~~March 31, 2024, based upon ~~the anticipation of additional aircraft manufacturing and~~ the requirements to support the fleet for the foreseeable future. In December 2022, the Company began a review of all businesses and programs to increase efficiencies, improving working capital management and focus on sustainable and consistent revenue and profit generating activities. As a result, the Company determined it would discontinue K-MAX® aircraft production and wrote off $44.5 million of inventory associated with the program as of December 31, 2022. There were no additional inventory write-offs for the period ended March 31, 2023; however, production material for the K-MAX® includes long lead parts, which the Company evaluates for alternative use as received. Any write-offs related to these parts are not expected to have a material adverse effect on the Company's results of operations or financial position.

At ~~July 1, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, $6.4 million and ~~$6.0~~$6.2 million, respectively, of SH-2G(I) inventory was included in contracts and other work in process inventory on the Company's Condensed Consolidated Balance Sheets. Management believes that approximately ~~$4.5~~$5.3 million of the SH-2G(I) inventory will be sold after ~~July 1, 2023.~~March 31, 2024. This balance represents spares requirements and inventory to be used on SH-2G programs.

~~12.~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month fiscal periods ended March 31, 2023 and April 1, 2022

(Unaudited)

10. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill

The following table sets forth the change in the carrying amount of goodwill for each reportable segment and for the Company:


		Engineered Products		Precision Products		Structures		Total			Engineered Products		Precision Products		Structures		Total
In thousands	In thousands									In thousands
Gross balance at December 31, 2021		$	199,306	$	41,375	$	66,559	$	307,240
Gross balance at December 31, 2022										Gross balance at December 31, 2022	$	363,785	$	41,375	$	66,559	$	471,719
Accumulated impairment	Accumulated impairment	—		—		(66,559)		(66,559)		Accumulated impairment	—		(25,306)		(66,559)		(91,865)
Net balance at December 31, 2021		199,306		41,375		—		240,681
Net balance at December 31, 2022										Net balance at December 31, 2022	363,785		16,069		—		379,854
Additions	Additions	—		—		—		—		Additions	1,487		—		—		1,487
Impairments	Impairments	—		—		—		—		Impairments	—		—		—		—
Foreign currency translation	Foreign currency translation	(7,546)		—		—		(7,546)		Foreign currency translation	1,163		—		—		1,163
Ending balance at July 1, 2022		$	191,760	$	41,375	$	—	$	233,135
Ending balance at March 31, 2023										Ending balance at March 31, 2023	$	366,435	$	16,069	$	—	$	382,504

Accumulated impairment at end of period	Accumulated impairment at end of period	$	—	$	—	$	(66,559)	$	(66,559)	Accumulated impairment at end of period	$	—	$	(25,306)	$	(66,559)	$	(91,865)

Other Intangible Assets

Other intangible assets consisted of:

At July 1, At December 31,
2022 2021
Amortization
Period Gross
Amount Accumulated
Amortization Gross
Amount Accumulated
Amortization
In thousands
Customer lists / relationships 6-38 years $ 125,278 $ (36,831) $ 127,206 $ (35,096)
Developed technologies 7-20 years 44,449 (15,313) 45,170 (13,591)
Trademarks / trade names 15-40 years 16,555 (2,790) 16,982 (2,659)
Non-compete agreements and other 1-15 years 4,497 (4,486) 4,629 (4,617)
Patents 17 years 523 (479) 523 (473)
Total $ 191,302 $ (59,899) $ 194,510 $ (56,436)

~~The changes in the gross amounts of the Company's other intangible assets were primarily due to changes in foreign currency exchange rates.~~


		At March 31,				At December 31,
		2023				2022
	Amortization Period	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
In thousands
Customer lists / relationships	6-38 years	$	363,846	$	(45,025)	$	363,549	$	(41,695)
Developed technologies	7-20 years	45,139		(18,615)		45,028		(17,508)
Trademarks / trade names	15-40 years	16,747		(3,339)		16,681		(3,153)
Non-compete agreements and other	1-15 years	17,356		(10,745)		17,336		(7,974)
Patents	17 years	551		(488)		551		(484)
Total intangible assets		$	443,639	$	(78,212)	$	443,145	$	(70,814)

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued~~

~~For the three-month and six-month fiscal periods ended July 1, 2022 and July 2, 2021~~

~~(Unaudited)~~

~~13. DEBT~~

~~Convertible Notes~~

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.

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 receive 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~~ ~~(1)~~						~~15.3227~~
~~Conversion Price~~ ~~(2)~~						~~65.2626~~
~~Contingent Conversion Price~~ ~~(3)~~						~~84.8413~~
~~Aggregate shares to be issued upon conversion~~ ~~(4)~~						~~3,056,879~~

~~(1)~~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.

~~(2)~~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.

~~(3)~~Prior to November 1, 2023, the notes are 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 July 1, 2022, none of the conditions permitting the holders of the 2024 Notes to convert had been met. Therefore, the 2024 Notes are classified as long-term debt.

~~(4)~~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 currently intends to settle the aggregate principal amount in cash. Amounts due in excess of the principal, if any, also may be settled in cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued~~

~~For the three-month and six-month fiscal periods ended July 1, 2022 and July 2, 2021~~

~~(Unaudited)~~

~~13. DEBT (CONTINUED)~~

~~Convertible 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. Refer to Note 2, ~~Recent Accounting Standards, for further information on the cumulative effect adjustment recorded at 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 three-month and six-month fiscal periods ended July 1, 2022 and July 2, 2021 was $0.3 million and $0.5 million, respectively.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued~~

~~For the three-month and six-month fiscal periods ended July 1, 2022 and July 2, 2021~~

~~(Unaudited)~~

~~13. DEBT (CONTINUED)~~

~~Convertible Notes - continued~~

~~The carrying amount of the equity component and the principal amount of the liability component, the unamortized discount and the net carrying value of the liability are as follows:~~
2024 Notes
July 1,
2022 December 31,
2021
In thousands
Principal amount of liability $ 199,500 $ 199,500
Unamortized discount(1)
— 7,624
Carrying value of liability $ 199,500 $ 191,876
Equity component(1)
$ — $ 20,408

~~(1)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. Refer to Note 2,~~ ~~Recent Accounting Standards, for further information on the cumulative effect adjustment recorded at adoption.~~

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.

~~Interest expense associated with the 2024 Notes consisted of the following:~~
For the Three Months Ended For the Six Months Ended
July 1,
2022 July 2,
2021 July 1,
2022 July 2,
2021
In thousands
Contractual coupon rate of interest $ 1,621 $ 1,621 $ 3,242 $ 3,242
Accretion of convertible notes discount(1)
— 747 — 1,484
Interest expense - convertible notes $ 1,621 $ 2,368 $ 3,242 $ 4,726

~~(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. Refer to Note 2, ~~Recent Accounting Standards, for further information on the adoption of ASU 2020-06.~~

~~The weighted average interest rate on long-term borrowings outstanding as of July 1, 2022 and December 31, 2021 was 3.25% in both periods.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued~~

~~For the three-month and six-month fiscal periods ended July 1, 2022 and July 2, 2021~~

~~(Unaudited)~~

~~13. DEBT (CONTINUED)~~

~~Revolving Credit Agreement~~

On December 13, 2019, the Company closed an amended and restated $800.0 million Credit Agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral Agent, which matures on December 13, 2024. Capitalized terms used but not defined within this Note 13, ~~Debt~~, have the meanings ascribed thereto in the Credit Agreement. The Credit Agreement was further amended on December 8, 2021 to move its LIBOR benchmark for non-USD borrowings to other non-USD benchmark rates. Future USD borrowings under this current Credit Agreement will continue be based on LIBOR. On May 31, 2022, the Credit Agreement was further amended to, among other things, adjust the Total Net Leverage Ratio financial covenant in anticipation of the consummation of the announced acquisition of Parker's Aircraft Wheel and Brake division. Prior to the amendment, the Credit Agreement included a requirement that the Consolidated Total Net Leverage Ratio could not be greater than 4.00 to 1.00, with an election to increase the maximum to 4.50 to 1.00 for 4 consecutive quarters, in connection with a Material Permitted Investment. The financial covenant now requires for any period of 4 consecutive fiscal quarters ending on or after the closing date of the acquisition of Parker's Aircraft Wheel and Brake division ("closing date"), the Consolidated Total Net Leverage Ratio, as defined in the Credit Agreement, cannot be greater than 5.00 to 1.00 for any period of 4 consecutive quarters ending on or prior to the first anniversary of the closing date, 4.75 to 1.00 for any period of 4 consecutive quarters ending after the first anniversary and on or prior to second anniversary of the closing date, and 4.50 to 1.00 for any period of 4 consecutive quarters ending after the second anniversary of the closing date. In addition, the amendment adjusted the definitions of "permitted acquisition", "pro forma" and the "limited condition acquisition" provision, as applicable, to the acquisition of Parker's Aircraft Wheel and Brake division.

Debt issuance costs in connection with the Credit Agreement have been capitalized and are being amortized over the term of the agreement. In 2019, we incurred $3.6 million of debt issuance costs in connection with the amendment and restatement of the Credit Agreement. An additional $4.2 million of debt issuance costs were incurred in connection with the amendment of the Credit Agreement in 2022. Total amortization expense for the three-month fiscal periods ended July 1, 2022 and July 2, 2021 was $0.3 million and $0.2 million, respectively. Total amortization expense for the six-month fiscal periods ended July 1, 2022 and July 2, 2021 was $0.5 million and $0.4 million, respectively.

~~14.~~11. PENSION PLANS

Components of net pension cost for the Qualified Pension Plan and Supplemental Employees’ Retirement Plan ("SERP") were as follows:

For the Three Months Ended
Qualified Pension Plan SERP
July 1,
2022 July 2,
2021 July 1,
2022 July 2,
2021
In thousands
Service cost(1)
$ 882 $ (649) $ — $ —
Interest cost on projected benefit obligation 4,349 3,558 22 14
Expected return on plan assets (10,564) (11,314) — —
Amortization of net loss 1,154 1,147 15 18
Net pension (income) cost $ (4,179) $ (7,258) $ 37 $ 32

~~(1)~~ In the second quarter of 2021, the Company elected to use the alternative method to calculate the Pension Benefit Guaranty Corporation premium. The change resulted in a $3.9 million decrease to the 2021 premium, which is included in the service cost. Due to this election and the reduction of the premium, the Company reversed $1.0 million of service cost in the three-month fiscal period ended July 2, 2021, which was previously incurred in the first quarter of 2021.


	For the Three Months Ended
	Qualified Pension Plan				SERP
	March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
In thousands
Service cost	$	1,450	$	800	$	—	$	—
Interest cost on projected benefit obligation	7,250		4,250		44		22
Expected return on plan assets	(9,550)		(10,525)		—		—
Amortization of net loss	1,875		975		—		15
Net pension cost (income)	$	1,025	$	(4,500)	$	44	$	37

2415

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~

(Unaudited)

~~14.~~11. PENSION PLANS (CONTINUED)

For the Six Months Ended
Qualified Pension Plan SERP
July 1,
2022 July 2,
2021 July 1,
2022 July 2,
2021
In thousands
Service cost $ 1,682 $ 651 $ — $ —
Interest cost on projected benefit obligation 8,599 7,083 44 29
Expected return on plan assets (21,089) (22,589) — —
Amortization of net loss 2,129 2,222 30 35
Net pension (income) cost $ (8,679) $ (12,633) $ 74 $ 64

No contributions are expected to be made to the qualified pension plan during ~~2022.~~2023. The Company contributed ~~$0.3~~$0.1 million to the SERP through the end of the ~~second~~first quarter of ~~2022~~2023 and plans to contribute an additional ~~$0.2~~$0.4 million to the SERP in 2023. No contributions were made to the qualified pension plan during 2022. For the ~~2021~~2022 plan year, the Company contributed ~~$10.0 million to the qualified pension plan and $2.7~~$0.5 million to the SERP.

~~15.~~

12. COMMITMENTS AND CONTINGENCIES

~~Pension Freeze~~

Effective December 31, 2015, the Company's qualified pension plan was frozen with respect to future benefit accruals. Under USG Cost Accounting Standard (“CAS”) 413, the Company must determine the USG’s share of any pension curtailment adjustment calculated in accordance with CAS. Such adjustments can result in an amount due to the USG for pension plans that are in a surplus position or an amount due to the contractor for plans that are in a deficit position. During the fourth quarter of 2016, the Company accrued a $0.3 million liability representing its estimate of the amount due to the USG based on the Company's pension curtailment adjustment calculation, which was submitted to the USG for review in December 2016. The Company maintained its accrual at $0.3 million as of July 1, 2022. There can be no assurance that the ultimate resolution of this matter will not have a material adverse effect on the Company's results of operations, financial position and cash flows.

New Hartford Property

In connection with the sale of the Company’s Music segment in 2007, the Company assumed responsibility for meeting certain requirements of the Connecticut Transfer Act (the “Transfer Act”) that applied to the transfer of the New Hartford, Connecticut, facility leased by that segment for guitar manufacturing purposes (“Ovation”). Under the Transfer Act, those responsibilities essentially consist of assessing the site's environmental conditions and remediating environmental impairments, if any, caused by Ovation's operations prior to the sale. The site is a multi-tenant industrial park, in which Ovation and other unrelated entities lease space. The environmental assessment process, which began in 2008, has been completed and site remediation is in process.

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 remediation has been nearly completed and the Company continues to monitor the results of the remediation. The total amount paid to date in connection with these environmental remediation activities is ~~$1.7~~$1.8 million. At ~~July 1, 2022,~~March 31, 2023, the Company had ~~$0.6~~$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 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.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued~~

~~For the three-month and six-month fiscal periods ended July 1, 2022 and July 2, 2021~~

~~(Unaudited)~~

~~15. COMMITMENTS AND CONTINGENCIES (CONTINUED)~~

Bloomfield Property

In connection with the Company’s 2008 purchase of the portion of the Bloomfield campus that Kaman Aerospace Corporation had leased from NAVAIR, the Company assumed responsibility for environmental remediation at the facility as may be required under the Transfer Act and is currently remediating the property under the guidance of the Connecticut Department of Environmental Protection. The assumed environmental liability of $10.3 million was determined by taking the undiscounted estimated remediation liability of $20.8 million and discounting it at a rate of 8%. This remediation process will take many years to complete. The total amount paid to date in connection with these environmental remediation activities is $15.4 million. At ~~July 1, 2022,~~March 31, 2023, the Company had ~~$1.9~~$2.1 million accrued for these environmental remediation activities. A portion ($0.2 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.

Offset Agreement

The Company has entered into offset agreements as a condition to obtaining orders from a ~~foreign~~Middle Eastern 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 ~~July 1, 2022,~~March 31, 2023, the aggregate amount of the Company's offset agreements had an outstanding notional value of approximately $220.9 ~~million.~~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.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month fiscal periods ended March 31, 2023 and April 1, 2022

(Unaudited)

12. COMMITMENTS AND CONTINGENCIES (CONTINUED)

Offset Agreement - continued

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. 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 ~~July 1, 2022, $16.5~~March 31, 2023, $18.8 million in contract liabilities associated with the potential penalties of the offset requirements were included on the Company's Condensed Consolidated Balance Sheets.

~~Guarantee~~Guarantees

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. As of the date of this filing, the only contract in place between KPPI and the USG relates to the production and sale of the JPF. KPPI is currently fulfilling the requirements of Option 16. The guarantee was provided in lieu of a periodic financial capability review by the Financial Capacity Team ("FCT") of the Defense Contract Management Agency ("DCMA"). The Company is unable to estimate the maximum potential amount of future payments under the guarantee as it is dependent on costs incurred by the USG in the event of default. Although the Company believes the risk of default is low given the maturity and operational performance of the JPF program, there can be no assurance that the guarantee will not have a material adverse effect on the Company's results of operations, financial position and cash flows.

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.

2617

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~

(Unaudited)

~~16.~~13. 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 period. The computation of diluted earnings per share reflects the common stock equivalency of dilutive options granted to employees under the Company's stock incentive plan, shares issuable on redemption of its convertible notes and shares issuable upon redemption of outstanding warrants.

For the Three Months Ended For the Six Months Ended
July 1,
2022 July 2,
2021 July 1,
2022 July 2,
2021
In thousands, except per share amounts
Net earnings $ 4,064 $ 11,856 $ 8,092 $ 19,840
Basic:
Weighted average number of shares outstanding 28,005 27,867 27,977 27,841
Basic earnings per share $ 0.15 $ 0.43 $ 0.29 $ 0.71
Diluted(1):

Weighted average number of shares outstanding 28,005 27,867 27,977 27,841
Weighted average shares issuable on exercise of dilutive stock options 54 46 94 49
Total 28,059 27,913 28,071 27,890
Diluted earnings per share $ 0.14 $ 0.42 $ 0.29 $ 0.71

~~(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. Refer to Note 2, ~~Recent Accounting Standards, for further information on the adoption of ASU 2020-06.~~


	For the Three Months Ended
	March 31, 2023		April 1, 2022
In thousands, except per share amounts
Net (loss) earnings	$	(19)	$	4,028

Basic:
Weighted average number of shares outstanding	28,117		27,950
Basic (loss) earnings per share	$	(0.00)	$	0.14

Diluted:
Weighted average number of shares outstanding	28,117		27,950
Weighted average shares issuable on exercise of dilutive stock options	—		132
Total	28,117		28,082

Diluted (loss) earnings per share	$	(0.00)	$	0.14

Equity awards

For the three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, 2022, respectively, ~~720,540~~698,648 and 682,971 shares issuable under equity awards granted to employees were excluded from the calculation of diluted earnings per share as they were anti-dilutive based on the average stock price during the periods. For the three-month and six-month fiscal periods ended July 2, 2021, respectively, 482,339 and 461,649645,403 shares issuable under equity awards granted to employees were excluded from the calculation of diluted earnings per share as they were anti-dilutive based on the average stock price during the periods.

All outstanding stock awards were excluded in the computation of diluted earnings per share in the three-month fiscal period ended March 31, 2023 because their effect was antidilutive due to the net loss. For the three-month fiscal periods ended March 31, 2023, an additional 149,699 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~~both three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, 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 three-month and six-month fiscal period ended July 2, 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.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued~~

~~For the three-month and six-month fiscal periods ended July 1, 2022 and July 2, 2021~~

~~(Unaudited)~~

~~17.~~14. SHARE-BASED ARRANGEMENTS

The Company accounts for stock options, restricted stock awards ("RSAs"), restricted stock units ("RSUs") and performance stock units ("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. Compensation expense for stock options, RSAs, ~~restricted stock units~~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~~return on invested capital ("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. The PSUs granted in 2023 and 2022 assumed a 100% achievement level. Share-based compensation expense recorded for the three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, 2022 was ~~$2.7~~$2.0 million and ~~$4.8~~$2.1 million, respectively. ~~Of these amounts, $0.1~~For the three-month fiscal period ended March 31, 2023, $0.3 million was recorded to restructuring and severance costs ~~in both periods,~~ and the remaining amounts were recorded to selling, general and administrative expenses on the Company's Condensed Consolidated Statements of Operations. Share-based compensation expense recorded for the three-month and six-month fiscal periods ended July 2, 2021amount was ~~$2.5 million and $4.2 million, respectively. Of these amounts, $0.2 million was recorded to restructuring and severance costs in both periods, and the remaining amounts were~~ recorded to selling, general and administrative expenses on the Company's Condensed Consolidated Statements of Operations.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month fiscal periods ended March 31, 2023 and April 1, 2022

(Unaudited)

14. SHARE-BASED ARRANGEMENTS (CONTINUED)

Stock option activity was as follows:


		For the Three Months Ended			For the Six Months Ended				For the Three Months Ended
		July 1, 2022			July 1, 2022				March 31, 2023
		Options	Weighted - average exercise price		Options	Weighted - average exercise price			Options	Weighted - average exercise price
Options outstanding at beginning of period	Options outstanding at beginning of period	733,493	$	55.29	746,240	$	55.14	Options outstanding at beginning of period	710,782	$	54.12
Granted	Granted	—	$	—	—	$	—	Granted	—	$	—
Exercised	Exercised	—	$	42.86	(9,676)	$	41.90	Exercised	—	$	—
Forfeited or expired	Forfeited or expired	(6,802)	$	53.53	(9,873)	$	40.41	Forfeited or expired	(24,061)	$	43.07
Options outstanding at July 1, 2022		726,691	$	55.32	726,691	$	55.32
Options outstanding at March 31, 2023								Options outstanding at March 31, 2023	686,721	$	54.51

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. No options were granted in the ~~six-month fiscal period ended July 1, 2022. The following table indicates the weighted-average assumptions used in estimating fair value for the six-month fiscal period ended July 2, 2021:~~


	~~For the Six Months Ended~~
	~~July 2, 2021~~
~~Expected option term (years)~~	~~4.9~~
~~Expected volatility~~	~~35.7~~	%
~~Risk-free interest rate~~	~~0.5~~	%
~~Expected dividend yield~~	~~1.6~~	%
~~Per share fair value of options granted~~	~~$14.89~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued~~

~~For the~~ three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, ~~2022 and July 2, 2021~~

~~(Unaudited)~~

~~17. SHARE-BASED ARRANGEMENTS (CONTINUED)~~2022.

Restricted stock award and restricted stock unit activity were as follows:


		For the Three Months Ended			For the Six Months Ended				For the Three Months Ended
		July 1, 2022			July 1, 2022				March 31, 2023
		Restricted Stock	Weighted- average grant date fair value		Restricted Stock	Weighted- average grant date fair value			Restricted Stock	Weighted- average grant date fair value
Restricted Stock outstanding at beginning of period	Restricted Stock outstanding at beginning of period	164,791	$	47.96	135,351	$	53.53	Restricted Stock outstanding at beginning of period	159,521	$	45.78
Granted	Granted	19,900	$	43.15	100,015	$	41.94	Granted	102,600	$	25.24
Vested	Vested	(28,731)	$	44.84	(75,329)	$	49.80	Vested	(62,488)	$	47.14
Forfeited or expired	Forfeited or expired	(3,760)	$	50.00	(7,837)	$	51.51	Forfeited or expired	(4,366)	$	47.51
Restricted Stock outstanding at July 1, 2022		152,200	$	47.87	152,200	$	47.87
Restricted Stock outstanding at March 31, 2023								Restricted Stock outstanding at March 31, 2023	195,267	$	34.51

Performance stock unit activity was as follows:
For the Three Months Ended For the Six Months Ended
July 1, 2022 July 1, 2022
Performance Stock Weighted-
average grant
date fair value Performance Stock Weighted-
average grant
date fair value
Performance Stock outstanding at beginning of period 184,405 $ 60.98 70,163 $ 70.17
Granted(1)
— $ — 117,885 $ 54.87
Vested — $ — — $ —
Forfeited or expired (4,285) $ 61.38 (7,928) $ 61.32
Performance Stock outstanding at July 1, 2022 180,120 $ 60.55 180,120 $ 60.55

~~(1)~~ ~~The PSUs granted in 2022 and 2021 assumed a 100% achievement level.~~


	For the Three Months Ended
	March 31, 2023
	Performance Stock	Weighted- average grant date fair value
Performance Stock outstanding at beginning of period	172,144	$	60.44
Granted	178,385	$	32.03
Vested	—	$	—
Forfeited or expired	(30,345)	$	56.88
Performance Stock outstanding at March 31, 2023	320,184	$	44.95

The fair value of the PSUs based on ~~TSR~~total shareholder return ("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:

For the Six Months Ended
July 1, 2022 July 2, 2021
Expected term (years) 2.9 2.9
Expected volatility 39.4 % 41.3 %
Risk-free interest rate 1.7 % 0.2 %
Expected dividend yield 1.9 % 1.4 %
Per share fair value of performance stock granted $ 68.10 $ 84.49


	For the Three Months Ended
	March 31, 2023			April 1, 2022
Expected term (years)	2.9			2.9
Expected volatility	41.2		%	39.4		%
Risk-free interest rate	4.4		%	1.7		%
Expected dividend yield	3.3		%	1.9		%
Per share fair value of performance stock granted	$	38.83		$	68.10

2919

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~

(Unaudited)

~~18.~~15. SHAREHOLDERS' EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME

Changes in shareholders’ equity for the three-month fiscal periods ended ~~July~~March 31, 2023, and April 1, 2022, ~~and July 2, 2021,~~ were as follows:


		For the Three Months Ended				For the Six Months Ended					For the Three Months Ended
		July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021			March 31, 2023		April 1, 2022
In thousands	In thousands									In thousands
Beginning balance	Beginning balance	$	786,748	$	767,219	796,329		746,438		Beginning balance	$	683,979	$	796,329
Comprehensive (loss) income		(5,297)		14,474		(5,725)		38,813
Dividends declared (per share of common stock, $0.20 and $0.20 and $0.40 and $0.40, respectively)		(5,597)		(5,565)		(11,187)		(11,127)
Comprehensive income (loss)										Comprehensive income (loss)	3,609		(428)
Dividends declared (per share of common stock, $0.20 and $0.20, respectively)										Dividends declared (per share of common stock, $0.20 and $0.20, respectively)	(5,627)		(5,590)
Employee stock plans and related tax benefit	Employee stock plans and related tax benefit	481		648		1,266		1,528		Employee stock plans and related tax benefit	495		785
Purchase of treasury shares	Purchase of treasury shares	(123)		(46)		(698)		(390)		Purchase of treasury shares	(503)		(575)
Share-based compensation expense	Share-based compensation expense	2,730		2,482		4,811		4,225		Share-based compensation expense	2,003		2,081
Impact of change in accounting standard(1)	Impact of change in accounting standard(1)	—		—		(5,854)		(275)		Impact of change in accounting standard(1)	—		(5,854)
Ending balance	Ending balance	$	778,942	$	779,212	$	778,942	$	779,212	Ending balance	$	683,956	$	786,748

(1) At January 1, 2022, the Company adopted Accounting Standard Update 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" ("ASU 2020-06"). Refer to Note 1, Summary of Significant Accounting Policies, of the Company's Annual Report on Form 10-K for the year ended December 31, 2022 for further information on the adoption of ASU 2020-06.

The components of accumulated other comprehensive income (loss) are shown below:


		For the Three Months Ended					For the Three Months Ended
		July 1, 2022		July 2, 2021			March 31, 2023		April 1, 2022
In thousands	In thousands					In thousands
Foreign currency translation and other:
Foreign currency translation:						Foreign currency translation:
Beginning balance	Beginning balance	$	3,554	$	14,796	Beginning balance	$	(2,071)	$	8,765
Net (gain) loss on foreign currency translation		(10,261)		1,719
Net gain (loss) on foreign currency translation						Net gain (loss) on foreign currency translation	2,538		(5,218)
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	(10,261)		1,719		Other comprehensive income (loss), net of tax	2,538		(5,218)
Ending balance	Ending balance	$	(6,707)	$	16,515	Ending balance	$	467	$	3,547

Pension and other post-retirement benefits(1):	Pension and other post-retirement benefits(1):					Pension and other post-retirement benefits(1):
Beginning balance	Beginning balance	$	(119,395)	$	(129,262)	Beginning balance	$	(156,350)	$	(120,157)
Amortization of net loss, net of tax expense of $269 and $266, respectively		900		899
Amortization of net loss, net of tax expense of $434 and $228, respectively						Amortization of net loss, net of tax expense of $434 and $228, respectively	1,441		762
Other comprehensive income, net of tax	Other comprehensive income, net of tax	900		899		Other comprehensive income, net of tax	1,441		762
Ending balance	Ending balance	$	(118,495)	$	(128,363)	Ending balance	$	(154,909)	$	(119,395)

Derivative instruments(2):						Derivative instruments(2):
Beginning balance						Beginning balance	$	—	$	7
Loss on derivative instruments, net of tax benefit of $78 and $0, respectively						Loss on derivative instruments, net of tax benefit of $78 and $0, respectively	(260)		—
Reclassification to net income, net of tax benefit of $28 and $0, respectively						Reclassification to net income, net of tax benefit of $28 and $0, respectively	$	(91)	$	—
Other comprehensive (loss) income, net of tax						Other comprehensive (loss) income, net of tax	(351)		—
Ending balance						Ending balance	$	(351)	$	7

Total accumulated other comprehensive loss	Total accumulated other comprehensive loss	$	(125,202)	$	(111,848)	Total accumulated other comprehensive loss	$	(154,793)	$	(115,841)

(1) These accumulated other comprehensive income components are included in the computation of net periodic pension cost.

(See Note ~~14,~~11, Pension Plans, for additional information.)

(2) See Note 8, Derivative Financial Instruments, for additional information regarding derivative instruments.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month ~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~

(Unaudited)

~~18. SHAREHOLDERS' EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME (CONTINUED)~~

For the Six Months Ended
July 1,
2022 July 2,
2021
In thousands
Foreign currency translation and other:
Beginning balance $ 8,772 $ (717)
Net gain on foreign currency translation (15,479) (5,603)
Reclassification to net income(1)
— 22,835
Other comprehensive income (loss), net of tax (15,479) 17,232
Ending balance $ (6,707) $ 16,515
Pension and other post-retirement benefits(2):
Beginning balance $ (120,157) $ (130,104)
Amortization of net loss, net of tax expense of $497 and $516, respectively 1,662 1,741
Other comprehensive income, net of tax 1,662 1,741
Ending balance $ (118,495) $ (128,363)
Total accumulated other comprehensive loss $ (125,202) $ (111,848)

~~(1)~~ The foreign currency translation reclassified to net income relates to the sale of the Company's UK Composites business. This balance was included in the loss accrual recorded in impairment on assets held for sale on the Company's Consolidated Statement of Operations in the year ended December 31, 2020 (see Note 3, ~~Disposals, for additional information).~~

~~(2)These accumulated other comprehensive income components are included in the computation of net periodic pension cost.~~

~~(See Note 14,~~ ~~Pension Plans~~ ~~for additional information.)~~

~~19.~~16. INCOME TAXES

For the Three Months Ended For the Six Months Ended
July 1,
2022 July 2,
2021 July 1,
2022 July 2,
2021
Effective Income Tax Rate 12.1 % 31.7 % 18.7 % 22.3 %


	For the Three Months Ended
	March 31, 2023		April 1, 2022

Effective Income Tax Rate	20.8	%	24.5	%

The effective income tax rate represents the combined federal, state and foreign tax effects attributable to pretax earnings for the period. The decrease in the effective tax rate for the three-month ~~and six-month fiscal periods~~period ended ~~July 1, 2022~~March 31, 2023 as compared to the corresponding ~~rates~~rate in the prior year ~~were~~period was primarily driven by ~~state tax benefits and~~ lower net earnings in the current period. In addition, for the three-month fiscal period, the decrease was primarily caused by a discrete benefit recorded in the prior period related to the sale of the Company’s former UK Composites business.

~~20.~~17. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the issuance date of these financial statements. ~~Other than the matter noted above, no~~No material subsequent events were identified that require disclosure.

3121

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide readers of our condensed consolidated financial statements with the perspectives of management. It presents, in narrative and tabular form, information regarding our financial condition, results of operations, liquidity and certain other factors that may affect our future results, and is designed to enable the readers of this report to obtain an understanding of our businesses, strategies, current trends and future prospects. It should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 ("~~2021~~2022 Form 10-K") and the Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q.

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.~~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~~the Company's SH-2G Super Seasprite maritime helicopters; ~~manufacture and~~ support of ~~our~~the heavy lift K-MAX® manned ~~helicopter,~~helicopter; and development of the ~~TITAN~~ ~~UAV aerial system and 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.

Executive Summary

~~In the second quarter, consolidated~~Consolidated net sales ~~decreased~~increased by ~~11.9%~~23.1% to ~~$160.8~~$194.5 million compared to the prior year ~~primarily~~period, due to ~~a reduction~~an 11.4% increase in organic sales and $18.5 million in sales onfrom our ~~safe~~Aircraft Wheel and ~~arm devices, partially offset by higher sales in our commercial, business and general aviation products.~~Brake acquisition. Gross margin as a percentage of sales ~~decreased~~increased in the quarter to ~~32.4%~~34.7% compared to ~~34.0%~~32.0% in the prior year period, due to ~~cost growth on~~the addition of gross profit associated with our ~~Sikorsky UH-60 BLACK HAWK program~~Aircraft Wheel and ~~a decline in profitability~~Brake acquisition and higher sales and improved performance on our K-MAX® ~~program.~~spares and support. Selling, general and administrative expenses ("S,G&A") increased by ~~1.4%~~10.0% primarily due to ~~$2.0 million in higher corporate development costs associated with~~ the ~~agreement to purchase Parker-Hannifin Corporation's ("Parker")~~addition of S,G&A from Aircraft Wheel and ~~Brake division.~~Brake. Operating income in the period ~~decreased~~increased as a result of the drivers discussed above, ~~higher severance costs and an increase in research and development costs,~~ partially offset by a $4.7 million increase in intangible asset amortization expense driven by the ~~absence of costs related to the transition services agreement ("TSA").~~Aircraft Wheel and Brake acquisition and $2.0 million in higher restructuring and severance costs.

Other financial highlights

•~~Net earnings were $4.1 million and $8.1 million~~There was a negligible net loss for the three-month ~~and six-month~~ fiscal ~~periods~~period ended ~~July 1, 2022, respectively, $7.8~~March 31, 2023, compared to $4.0 million ~~and $11.7 million lower than~~of net earnings in the comparable fiscal ~~periods~~period in the prior ~~year, respectively. These reductions were~~year. This decrease in net earnings was primarily driven by ~~a decrease~~an increase in ~~operating income~~interest expense and lower non-service pension and post-retirement benefit income, partially offset by higher operating income and lower ~~interest~~income tax expense. The resulting GAAP diluted loss per share was $(0.00) in the three-month fiscal period ending March 31, 2023, compared to earnings per share ~~was~~of $0.14 ~~and $0.29~~ in the ~~three-month and six-month fiscal periods ending July 1, 2022.~~prior year period.

•Cash used in operating activities during the ~~six-month~~three-month fiscal period ended ~~July 1, 2022,~~March 31, 2023, was ~~$27.0~~$5.5 million, ~~$12.2~~$4.4 million more than ~~the~~ cash used in the comparable ~~fiscal~~ period in ~~the prior year.~~2022. This change was largely driven by the timing of collection of payments in our Engineered Products segment and the timing of work performed on ~~outstanding receivables in~~ the ~~prior year, more specifically significant receipts on joint programmable fuze ("JPF") direct commercial sales ("DCS") receivables,~~JPF program, partially offset by lower incentive compensation payments and income tax refunds received in the ~~absence of approximately $25.1 million in nonrecurring payments to eligible participants of Bal Seal's employee retention plans implemented prior to our acquisition.~~current period.

•Total unfulfilled performance obligations ("backlog") increased ~~10.6%~~1.7% to ~~$774.9~~$733.0 million compared to total backlog at December 31, ~~2021,~~2022, driven by new orders ~~of our bearings products and seals, springs and contacts,~~in the Engineered Products segment, partially offset by revenue recognized for the period.

Recent events

•In ~~July 2022, Carroll K. Lane was appointed segment lead~~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 ~~the Precision Products segment.~~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 ~~June 2022, we invested $10.0 million~~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 in ~~Near Earth Autonomy, Inc. ("Near Earth"), in exchange for a minority interest in its outstanding equity and one seat on its Board of Directors.~~

•~~In June 2022, Niharika Taskar Ramdev was appointed to our Board of Directors.~~

•~~In May 2022, we entered into an asset purchase agreement~~collaboration with ~~Parker, pursuant to which we will acquire its Aircraft Wheel and Brake division for a total purchase price of $440.0 million, subject to adjustments, payable in cash.~~

•~~In April 2022, our Board of Directors approved a share repurchase program authorizing~~Remah International Group – Sole Proprietorship LLC at the ~~repurchase of up to $50.0 million of our common stock.~~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 the ongoing military conflict between Ukraine and Russia, continuing U.S. sanctions on China's microchip manufacturing, the coronavirus ("COVID-19") pandemic and inflation and rising interest rates. U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions, including the military conflict in Ukraine and the resulting sanctions imposed on Russia. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant 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 situation in Ukraine, including its global effects, and assessing its potential impact on our business, including the timing of our sales as certain customers purchase safety stock for their own supply chains. Although our business has not been materially impacted by the ongoing military conflict in Ukraine as of the date of this filing, itwe have experienced higher utility costs at our Germany operations in light of the European Union’s sanctions on Russia. 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 the conflict may impact our business, cash flows or results of operations.

We also continue to monitor the impact of COVID-19 on all aspects of our business and across the geographies in which we operate and serve customers, as well as the extent to which it has impacted and ~~will~~may continue to impact our customers, suppliers and other business partners. We are operating below pre-pandemic levels for ~~our~~certain commercial aerospace ~~products and we have seen some disruptions to our supply chain, such as delays in materials and components used in our manufacturing process; however, we continue to meet the demands of our customers.~~products. We are encouraged by the recoveries for these products and the strong order intake we saw in the first ~~six~~three months of ~~2022; however, the developments related to COVID-19 variants make it difficult to predict the timing and magnitude of the recovery.~~2023.

The ~~U.S. economy is experiencing broad~~above forces have impacted our supply chain; we are seeing quality issues and ~~rapid inflation~~defects, part shortages and ~~rising~~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 ~~rates, as well as supply issues in material, services and labor due to economic policy, the pandemic and, more recently, the war in Ukraine.~~expense given our outstanding borrowings under our revolving credit facility with a floating interest rate. These impacts are likely to persist through ~~2022~~2023 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 will provide a fixed interest rate on approximately 70% of the Company's total long-term 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.

RESULTS OF OPERATIONS

Refer to Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, of the Quarterly Report on Form 10-Q for the period ended ~~July 2, 2021~~April 1, 2022 for a discussion of changes for the earliest periods presented.

Net Sales


		For the Three Months Ended						For the Six Months Ended							For the Three Months Ended
		July 1, 2022			July 2, 2021			July 1, 2022			July 2, 2021				March 31, 2023			April 1, 2022
		(in thousands)													(in thousands)
Net sales	Net sales	$	160,766		$	182,394		$	318,814		$	354,010		Net sales	$	194,542		$	158,048
$ change	$ change	(21,628)			4,504			(35,196)			(31,202)			$ change	36,494			(13,568)
% change	% change	(11.9)		%	2.5		%	(9.9)		%	(8.1)		%	% change	23.1		%	(7.9)		%

Sales of disposed businesses that did not qualify for discontinued operations		—			—			—			1,704
Acquisition sales														Acquisition sales	18,543			$	—
Organic sales	Organic sales	$	160,766		$	182,394		$	318,814		$	352,306		Organic sales	$	175,999		$	158,048
$ change	$ change	(21,628)						(33,492)						$ change	17,951
% change	% change	(11.9)		%				(9.5)		%				% change	11.4		%

~~For the Three Months Ended~~

Net sales for the three-month fiscal period ended ~~July 1, 2022 decreased~~March 31, 2023 increased when compared to the corresponding period in ~~2021. The decrease~~2022, attributable to an 11.4% increase in organic sales and $18.5 million in sales from our Aircraft Wheel and Brake acquisition. The increase in organic sales was ~~attributable to $30.3~~driven by $23.3 million in ~~lower~~higher organic sales ~~in our Precision~~at the Engineered Products segment and ~~$2.2~~a $4.2 million increase in sales at the Structures segment, partially offset by lower sales at our ~~Structures segment. The decrease in the~~ Precision Products segment was primarily driven by a $35.2 million reduction in JPF sales due to lower volume in the current year. This decrease was due in part to a $10.7 million JPF DCS delivery we had anticipated making in the second quarter of 2022 which we now expect to occur in the third quarter. This shift to the third quarter does not change our expectations for JPF for the full year. These decreases were partially offset by an increase in sales at our Engineered Products segment. Foreign currency exchange rates relative to the U.S. dollar had an unfavorable impact of ~~$4.0~~$1.3 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 three-month fiscal period ended ~~July 1, 2022,~~March 31, 2023, compared to the corresponding period in ~~2021.~~2022.

Product Line Increase (Decrease) $ (in millions) %
Defense ↓ $(7.7) (19.4)%
Safe and Arm Devices ↓ $(36.4) (62.8)%
Commercial, Business and General Aviation ↑ $19.7 48.0%
Medical ↑ $2.1 9.4%
Industrial ↑ $0.7 3.2%

~~For the Six Months Ended~~

Net sales for the six-month fiscal period ended July 1, 2022 decreased when compared to the corresponding period in 2021, primarily due to a 9.5% decrease in organic sales and $1.7 million in lower sales due to the sale of our former United Kingdom ("UK") Composites business in early 2021. The decrease in organic sales was attributable to $43.3 million in lower sales in our Precision Products segment and $10.7 million in lower organic sales at our Structures segment. The decrease in the Precision Products segment was primarily driven by a $37.8 million reduction in JPF sales due to lower volume in the current year, as discussed above. These decreases were partially offset by an increase in sales at our Engineered Products segment. Foreign currency exchange rates relative to the U.S. dollar had an unfavorable impact of $6.0 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 six-month fiscal period ended July 1, 2022, compared to the corresponding period in 2021.~~


Product Line	Product Line	Increase (Decrease)	$ (in millions)	%	Product Line	Increase (Decrease)	$ (in millions)	%
Defense	Defense	↓	$(19.1)	(23.2)%	Defense	↑	$5.9	18.9%
Safe and Arm Devices	Safe and Arm Devices	↓	$(40.7)	(40.9)%	Safe and Arm Devices	↓	$(11.0)	(29.7)%
Commercial, Business and General Aviation	Commercial, Business and General Aviation	↑	$19.4	22.0%	Commercial, Business and General Aviation	↑	$19.0	40.5%
Medical	Medical	↑	$4.7	10.8%	Medical	↑	$3.7	16.2%
Industrial	Industrial	↑	$2.2	5.7%	Industrial	↑	$0.4	2.1%

Gross Profit

For the Three Months Ended For the Six Months Ended
July 1,
2022 July 2,
2021 July 1,
2022 July 2,
2021
(in thousands)
Gross profit $ 52,107 $ 61,946 $ 102,694 $ 114,851
$ change (9,839) 5,278 (12,157) (9,519)
% change (15.9) % 9.3 % (10.6) % (7.7) %
% of net sales 32.4 % 34.0 % 32.2 % 32.4 %

~~For the Three Months Ended~~


	For the Three Months Ended
	March 31, 2023			April 1, 2022
	(in thousands)
Gross profit	$	67,544		$	50,587
$ change	16,957			(2,318)
% change	33.5		%	(4.4)		%
% of net sales	34.7		%	32.0		%

Gross profit ~~decreased~~increased for the three-month fiscal period ended ~~July 1, 2022,~~March 31, 2023, as compared to the corresponding period in ~~2021.~~2022. This ~~decrease~~increase was primarily attributable to ~~reductions in JPF~~the addition of gross profit associated with our Aircraft Wheel and Brake acquisition and higher sales ~~as discussed above, lower sales~~ and ~~associated~~ gross profit on our commercial and defense bearings products, springs, seals and ~~lower gross margin on certain structures programs.~~contacts used in medical applications and our K-MAX® spares and support. These ~~decreases,~~increases, totaling ~~$17.6~~$21.5 million, were partially offset by ~~higher~~lower sales and ~~associated~~ gross profit on our ~~springs, seals~~JPF program and ~~contacts, commercial bearings products~~cost growth on our AH-1Z program, Sikorsky UH-60 BLACK HAWK program and ~~aftermarket parts.~~FireBurst program.

Gross profit as a percentage of sales ~~decreased~~increased for the three-month fiscal period ended ~~July 1, 2022,~~March 31, 2023, as compared to the corresponding period in ~~2021.~~2022. This decrease was primarily attributable to cost growth on our Sikorsky UH-60 BLACK HAWK program and a decline in profitability of our K-MAX® program. These decreases were partially offset by improved performance on certain composite programs.

~~For the Six Months Ended~~

Gross profit decreased for the six-month fiscal period ended July 1, 2022, as compared to the corresponding period in 2021. This decrease was primarily attributable to reductions in JPF sales as discussed above and lower sales and associated gross profit on our defense bearings products and our K-MAX® program. These decreases, totaling $26.7 million, were partially offset by higher sales and associated gross profit on commercial bearings products, aftermarket parts and on our springs, seals and contacts used in medical implantables and medical devices.

~~Gross profit as a percentage of sales remained relatively flat for the six-month fiscal period ended July 1, 2022, as compared to the corresponding period in 2021. This~~increase was primarily attributable to the ~~mix~~addition of ~~JPF sales in the period~~gross profit associated with programs at Aircraft Wheel and Brake and improved performance on our K-MAX® spares and support and certain composite programs. These changes were partially offset by cost growth on ~~our Sikorsky UH-60 BLACK HAWK program~~certain legacy fuzing and ~~a decline in profitability of our K-MAX® program, mostly offset by improved performance on certain composite~~structures programs.

Selling, General & Administrative Expenses (S,G&A)


	For the Three Months Ended
	March 31, 2023			April 1, 2022
	(in thousands)
S,G&A	$	43,698		$	39,721
$ change	3,977			1,593
% change	10.0		%	4.2		%
% of net sales	22.5		%	25.1		%

For the Three Months Ended For the Six Months Ended
July 1,
2022 July 2,
2021 July 1,
2022 July 2,
2021
(in thousands)
S,G&A $ 39,250 $ 38,719 $ 78,971 $ 76,847
$ change 531 323 2,124 (14,877)
% change 1.4 % 0.8 % 2.8 % (16.2) %
% of net sales 24.4 % 21.2 % 24.8 % 21.7 %

S,G&A ~~remained relatively flat~~increased for the three-month fiscal period ended ~~July 1, 2022,~~March 31, 2023, when compared to the corresponding period in ~~2021.~~2022. This was primarily attributable to ~~$2.0 million in higher corporate development costs associated with~~ the ~~agreement to purchase Parker's~~addition of S,G&A from Aircraft Wheel and ~~Brake division and an increase in group insurance costs, mostly offset by a decrease in compensation expense as we realize the benefits from our cost reduction efforts in the prior year.~~

S,G&A increased for the six-month fiscal period ended July 1, 2022, when compared to the corresponding period in 2021. This was primarily attributable to $2.1 million in higher corporate development costs associated with the agreement to purchase Parker's Aircraft Wheel and Brake division, an increase in group insurance and higher travel expenses as restrictions imposed to limit the spread of COVID-19 are lifting. These increases were partially offset by a decrease in compensation expense as we realize the benefits from our cost reduction efforts in the prior year.

~~Costs from Transition Service Agreement~~

For the Three Months Ended For the Six Months Ended
July 1,
2022 July 2,
2021 July 1,
2022 July 2,
2021
(in thousands)
Costs from transition services agreement $ — $ 999 $ — $ 1,704

Upon closing the sale of our former Distribution business, the Company entered into a 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 an option to extend the support period for up to one additional year for certain 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 TSA and no income earned from the TSA in the three-month and six-month fiscal periods ended July 1, 2022. The Company incurred $1.0 million and $1.7 million in costs associated with the TSA, which were partially offset by $0.4 million and $0.9 million in income earned from the TSA in the three-month and six-month fiscal periods ended July 2, 2021, respectively. The income earned from the TSA was included below operating income in income from transition services agreement on the Company's Condensed Consolidated Statement of Operations.Brake.

Restructuring and Severance Costs

For the Three Months Ended For the Six Months Ended
July 1,
2022 July 2,
2021 July 1,
2022 July 2,
2021
(in thousands)
Restructuring and severance costs $ 2,927 $ 1,516 $ 3,096 $ 2,868


	For the Three Months Ended
	March 31, 2023		April 1, 2022
	(in thousands)
Restructuring and severance costs	$	2,190	$	169

~~The~~In December 2022, the Company ~~has~~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 ~~workforce reductions and other reductions in certain general and administrative expenses which resulted in $1.9 million and $2.1 million in restructuring and severance~~areas to reduce annualized costs in the ~~three-month~~Precision Products segment and ~~six-month fiscal periods ended July 1, 2022, respectively.~~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 three-month ~~and six-month~~ fiscal ~~periods~~period ended ~~July 2, 2021,~~March 31, 2023, the Company incurred ~~$1.5~~$2.2 million ~~and $2.9 million~~ in ~~restructuring and~~ severance costs associated with ~~cost reduction efforts. These costs were included in restructuring and severance costs on~~these actions. Since the ~~Company's Condensed Consolidated Statements~~announcement of ~~Operations. Actions taken throughout 2021 and 2022~~these actions, we have ~~started to generate savings in the first half of 2022, with total annualized cost savings of approximately $11.9 million being realized by 2024.~~

~~In addition to the restructuring and severance costs discussed above, in the three-month and six-month fiscal periods ended July 1, 2022, the Company~~ incurred ~~$1.0~~$8.8 million in ~~other severance expense.~~

~~Loss on Sale of Business~~

~~For the Three Months Ended~~

~~For the Six Months Ended~~

July 1,
2022

July 2,
2021

July 1,
2022

July 2,
2021

~~(in thousands)~~

~~Loss on sale of business~~

—

~~234~~

In 2020, we received approval from our Board of Directors to sell our UK Composites business. In the fourth quarter of 2020, we accrued a loss of $36.3 million on the anticipated sale. In the first quarter of 2021, we closed on a transaction to sell the UK Composites business. We recorded an additional loss of $0.2 million in the first quarter of 2021 when the sale was finalized.costs through March 31, 2023.

Operating Income


		For the Three Months Ended						For the Six Months Ended							For the Three Months Ended
		July 1, 2022			July 2, 2021			July 1, 2022			July 2, 2021				March 31, 2023			April 1, 2022
		(in thousands)													(in thousands)
Operating income	Operating income	$	2,280		$	14,832		$	5,337		$	20,445		Operating income	$	8,628		$	3,057
$ change	$ change	(12,552)			17,602			(15,108)			27,637			$ change	5,571			(2,556)
% change	% change	(84.6)		%	635.5		%	(73.9)		%	384.3		%	% change	182.2		%	(45.5)		%
% of net sales	% of net sales	1.4		%	8.1		%	1.7		%	5.8		%	% of net sales	4.4		%	1.9		%

Operating income ~~decreased~~increased for the three-month ~~and six-month~~ fiscal ~~periods~~period ended ~~July 1, 2022,~~March 31, 2023, as compared to the corresponding ~~periods~~period in ~~2021. These decreases were~~2022. This increase was primarily driven ~~by lower operating income at the Precision Products segment and higher severance costs, partially offset~~ by higher operating income at the Engineered Products segment, ~~and~~partially offset by lower operating income at the absence of costs related to the TSA. In the three-month and six-month fiscal periods ended July 1, 2022, foreign currency exchange rates relative to the U.S. dollar had an unfavorable impact of $0.2 million and $0.3 million, respectively, on operating income.Precision Products segment. See Segment Results of Operations and Financial Condition below for further discussion of segment operating income.

Interest Expense, Net

For the Three Months Ended For the Six Months Ended
July 1,
2022 July 2,
2021 July 1,
2022 July 2,
2021
(in thousands)
Interest expense, net $ 1,993 $ 4,335 $ 4,474 $ 8,586


	For the Three Months Ended
	March 31, 2023		April 1, 2022
	(in thousands)
Interest expense, net	$	9,604	$	2,481

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. ~~The decrease in interest~~Interest expense, net for the three-month fiscal period ended March 31, 2023 increased when compared to the corresponding period in 2022, primarily due to a $5.9 million increase in interest expense on our revolving credit agreement as a result of higher borrowings and ~~six-month fiscal periods ended July 1, 2022 was primarily attributable to lower~~higher interest expense associated with our deferred compensation plan and $0.8 million and $1.5 million in lower interest on our convertible notes, respectively, which was a result of the adoption of Accounting Standard Update ("ASU") 2020-06 on January 1, 2022. Refer to Note 2, ~~Recent Accounting Standards,~~ ~~for further information on the adoption of ASU 2020-06.~~plan.

3725

Effective Income Tax Rate

For the Three Months Ended For the Six Months Ended
July 1,
2022 July 2,
2021 July 1,
2022 July 2,
2021
Effective income tax rate 12.1 % 31.7 % 18.7 % 22.3 %


	For the Three Months Ended
	March 31, 2023		April 1, 2022

Effective income tax rate	20.8	%	24.5	%

SEGMENT RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Engineered Products Segment

Results of Operations


		For the Three Months Ended						For the Six Months Ended							For the Three Months Ended
		July 1, 2022			July 2, 2021			July 1, 2022			July 2, 2021				March 31, 2023			April 1, 2022
		(in thousands)													(in thousands)
Net sales	Net sales	$	89,765		$	78,956		$	171,217		$	150,735		Net sales	$	123,326		$	81,452
$ change	$ change	10,809			7,018			20,482			(6,979)			$ change	41,874			9,673
% change	% change	13.7		%	9.8		%	13.6		%	(4.4)		%	% change	51.4		%	13.5		%

Operating income	Operating income	$	15,467		$	9,758		$	26,509		$	14,664		Operating income	$	19,356		$	11,042
$ change	$ change	5,709			4,106			11,845			(1,568)			$ change	8,314			6,136
% change	% change	58.5		%	72.6		%	80.8		%	(9.7)		%	% change	75.3		%	125.1		%
% of net sales	% of net sales	17.2		%	12.4		%	15.5		%	9.7		%	% of net sales	15.7		%	13.6		%

Net Sales

Net sales for the three-month ~~and six-month~~ fiscal ~~periods~~period ended ~~July 1, 2022~~March 31, 2023 increased compared to the corresponding ~~periods~~period in ~~2021,~~2022, driven by higher sales volume of our commercial and defense bearings products, aftermarket parts and springs, seals and contacts used in medical ~~implantables~~applications, as well as $18.5 million in revenue from our newly-acquired Aircraft Wheel and ~~industrial applications. These improvements, totaling $14.5~~Brake division. For the three-month fiscal period ended March 31, 2023, foreign currency exchange rates relative to the U.S. dollar had an unfavorable impact of $1.3 million ~~and $23.5 million, respectively, were partially offset by lower sales volume of our defense bearings products.~~on net sales.

Operating Income

Operating income for the three-month ~~and six-month~~ fiscal ~~periods~~period ended ~~July 1, 2022~~March 31, 2023 increased when compared to ~~2021,~~the corresponding period in 2022, primarily due to the contribution of gross profit from our Aircraft Wheel and Brake acquisition and higher sales and associated gross profit on our commercial and defense bearings products and seals, springs and contacts used in medical ~~implantables, aftermarket parts and commercial bearings products.~~applications. These increases in gross profit, ~~of $9.6~~totaling $18.9 million, ~~and $15.4 million, respectively,~~ were partially offset by ~~lower sales volume~~the addition of S,G&A and ~~associated gross profit~~$4.8 million in intangible asset amortization from Aircraft Wheel and Brake. Foreign currency exchange rates relative to the U.S. dollar had an unfavorable impact of ~~our defense bearings products.~~$0.6 million on operating income.

3826

Precision Products Segment

Results of Operations


		For the Three Months Ended						For the Six Months Ended							For the Three Months Ended
		July 1, 2022			July 2, 2021			July 1, 2022			July 2, 2021				March 31, 2023			April 1, 2022
		(in thousands)													(in thousands)
Net sales	Net sales	$	41,267		$	71,539		$	88,816		$	132,072		Net sales	$	37,971		$	47,549
$ change	$ change	(30,272)			5,047			(43,256)			(1,282)			$ change	(9,578)			(12,984)
% change	% change	(42.3)		%	7.6		%	(32.8)		%	(1.0)		%	% change	(20.1)		%	(21.4)		%

Operating income	Operating income	$	2,550		$	19,429		$	5,959		$	32,482		Operating income	$	1,674		$	3,409
$ change	$ change	(16,879)			1,017			(26,523)			(1,523)			$ change	(1,735)			(9,644)
% change	% change	(86.9)		%	5.5		%	(81.7)		%	(4.5)		%	% change	(50.9)		%	(73.9)		%
% of net sales	% of net sales	6.2		%	27.2		%	6.7		%	24.6		%	% of net sales	4.4		%	7.2		%

Net Sales

Net sales for the three-month ~~and six-month~~ fiscal ~~periods~~period ended ~~July 1, 2022~~March 31, 2023 decreased when compared to ~~2021,~~the corresponding period in 2022, primarily due to reductions of $35.2 million and $37.8 million, respectively, in JPF sales due to lower volume in the current year. These decreases were due in part to a $10.7 million JPF DCS delivery we had anticipated making in the second quarter of 2022 which we now expect to occur in the third quarter. This shift to the third quarter does not change our expectations for JPF for the full year. Additionally contributing to the decrease was lower sales on ~~certain legacy fuzing~~the JPF program and our measuring programs. These decreases, totaling $12.6 million, were partially offset by higher sales on our K-MAX® spares and support and the ~~AMRAAM®~~JASSM® fuzing program. ~~In the three-month fiscal period, these decreases were also partially offset by the sale of a K-MAX® aircraft in the current period.~~

Operating Income

Operating income for the three-month ~~and six-month~~ fiscal ~~periods~~period ended ~~July 1, 2022~~March 31, 2023 decreased when compared to ~~2021,~~the corresponding period in 2022, primarily attributable to ~~$15.3 million~~lower sales and ~~$23.4 million in lower~~ gross profit ~~respectively, driven by~~on the ~~impact of~~ JPF ~~sales discussed above~~program, cost growth on the ATACMS program and the FireBurst program, and higher research and development costs for the KARGO UAV unmanned aerial system. ~~Additionally, in the six-month fiscal period ended July 1, 2022, lower~~These changes, totaling $5.0 million, were partially offset by higher gross profit on ~~the~~our K-MAX® ~~program~~spares and support and the ~~SH-2G program for New Zealand contributed to the decline in operating income.~~JASSM® fuzing program.

Major Programs/Product Lines

Below is a discussion of significant changes in major programs within the Precision Products segment during the first ~~six~~three months of ~~2022.~~2023. See our ~~2021~~2022 Form 10-K, including Item 1A, "Risk Factors", for a complete discussion of our major programs.

FMU-152 A/B – JPF

We manufacture and produce the ~~JPF,~~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,~~U.S. Government ("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 ~~4,019~~6,704 fuzes were delivered to our customers during the ~~second~~first quarter of ~~2022, bringing the year-to-date total~~2023. We expect to ~~10,039~~deliver 9,000 to 12,000 fuzes ~~for the six-month fiscal period ended July 1,~~in 2023. Total JPF backlog at March 31, 2023 was $4.8 million, down from $20.0 million at December 31, 2022. We expect to ~~deliver 25,000 to 30,000 fuzes in 2022. Total JPF~~recognize the majority of this backlog ~~at July 1, 2022 was $65.5 million, down from $103.4 million at December 31, 2021. Of~~within the ~~$65.5 million in backlog at July 1, 2022, no amounts require the receipt~~first half of ~~export approvals, licenses or authorizations from the USG before we are permitted to ship the fuzes outside of the United States.~~2023.

Our JPF program continues to ~~move through~~wind down as it moves to the end of its ~~product~~ 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. ~~During 2022, we completed the requirements under Option 15, which related solely~~We expect to ~~the procurement of fuzes by 25 foreign militaries and, and, in 2022, we began to satisfy the requirements under~~complete Option 16 ~~which has an expected total value~~ of ~~approximately $43.0~~

~~million. Similar to Option 15, this order~~our JPF contract with the USG in the first half of 2023, which relates solely to the procurement of fuzes by or in support of foreign militaries and does not include any sales to the USAF. ~~Option 16 extends FMU-152 A/B production into 2023. We have been advised by our customer~~The USG has indicated that ~~Option 16~~they will benot award us any future options; therefore, the ~~last order under our JPF contract with the USG. While we do not expect the close-out~~future viability of our JPF ~~contract with the USG to adversely impact~~program will depend entirely on our ability to ~~continue to~~ market and sell the ~~FMU-152 A/B directly~~JPF to foreign militaries in ~~direct commercial sales transactions, in the event the foreign militaries move to the FMU-139 D/B, our financial condition and results of operations would be materially adversely impacted.~~DCS transactions. We are currently in discussions with atwo Middle Eastern ~~customer~~customers for one or more follow-on orders aggregating to a minimum of $45.0 ~~million. The final value of these orders will be dependent on volume and pricing agreed upon in the completed contracts. If received, these orders~~million that would ~~continue to~~further extend the life of the ~~program. DCS~~program, but there can be no assurance as to the receipt, magnitude and timing of these orders. Moreover, any such orders, ~~are~~if received, would be subject to the receipt of all necessary export approvals, licenses ~~or authorizations. The timing~~ and ~~receipt of any such export approvals, licenses, or~~other authorizations needed to effectuate the sales, which are subject to political and geopolitical conditions ~~that are~~ 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 begun to consolidate JPF production in its Middletown, Connecticut, facility as the facility has the potential capacity to deliver against future DCS orders.

Structures Segment

Results of Operations


		For the Three Months Ended						For the Six Months Ended							For the Three Months Ended
		July 1, 2022			July 2, 2021			July 1, 2022			July 2, 2021				March 31, 2023			April 1, 2022
		(in thousands)													(in thousands)
Net sales	Net sales	$	29,734		$	31,899		$	58,781		$	71,203		Net sales	$	33,245		$	29,047
$ change	$ change	(2,165)			(7,561)			(12,422)			(22,941)			$ change	4,198			(10,257)
% change	% change	(6.8)		%	(19.2)		%	(17.4)		%	(24.4)		%	% change	14.5		%	(26.1)		%

Operating loss	Operating loss	$	(830)		$	(1,521)		$	(1,447)		$	(1,201)		Operating loss	$	(237)		$	(617)
$ change	$ change	691			285			(246)			(2,749)			$ change	(380)			(937)
% change	% change	45.4		%	(15.8)		%	(20.5)		%	(177.6)		%	% change	(61.6)		%	(292.8)		%
% of net sales	% of net sales	(2.8)		%	(4.8)		%	(2.5)		%	(1.7)		%	% of net sales	(0.7)		%	(2.1)		%

Net Sales

Net sales for the three-month ~~and six-month~~ fiscal ~~periods~~period ended ~~July 1, 2022 decreased~~March 31, 2023 increased when compared to ~~2021,~~the corresponding period in 2022, primarily due to the wind down of the AH-1Z program, lower sales on certain composites programs and the disruption of incoming material due to a fire at one of the suppliers for our Sikorsky UH-60 BLACK HAWK program. Additionally, in the six-month fiscal period, lower sales on the A-10 program and the absence of sales from our former UK Composites business contributed to the decrease. These decreases, totaling $8.3 million and $18.1 million, respectively, were partially offset by higher sales on our programs with Rolls Royce, ~~the~~certain Sikorsky ~~Combat Rescue Helicopter program, certain structures~~ programs and composites programs. These increases, totaling $7.4 million, were partially offset by the wind down of the AH-1Z program and lower sales on our ~~imaging~~Sikorsky UH-60 BLACK HAWK program.

Operating Loss

The Structures segment incurred a lower operating loss for the three-month fiscal period ended ~~July 1, 2022~~March 31, 2023 when compared to the ~~comparable~~corresponding period in ~~2021. This change was~~2022, primarily due to higher sales and gross profit on our Sikorsky Combat Rescue Helicopter program, our imaging program, and certain composite programs. These increases in gross profit of $1.7 million were partially offset by lower sales and associated gross profit on the Sikorsky UH-60 BLACK HAWK program and the AH-1Z program.

The Structures segment incurred a higher operating loss for the six-month fiscal period ended July 1, 2022 compared to the comparable period in 2021. This change was primarily due to lower sales and associated gross profit on the AH-1Z program, our Sikorsky UH-60 BLACK HAWK program and certain composite programs. These decreases in gross profit of $3.2 million were partially offsetdriven by higher sales and gross profit on our programs with Rolls Royce and certain composites programs. These increases in gross profit, totaling $1.0 million, were partially offset by lower sales and gross profit on the UH-60 Sikorsky BLACK HAWK program and lower gross profit on the Sikorsky Combat Rescue ~~Helicopter program, and certain composite programs.~~Helicopter.

Backlog


		July 1, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(in thousands)					(in thousands)
Engineered Products	Engineered Products	$	224,563	$	169,144	Engineered Products	$	369,713	$	322,452
Precision Products	Precision Products	196,406		180,082		Precision Products	111,750		134,903
Structures	Structures	353,939		351,697		Structures	251,531		263,581
Total Backlog	Total Backlog	$	774,908	$	700,923	Total Backlog	$	732,994	$	720,936

The increase in backlog during the first ~~six~~three months of ~~2022~~2023 was primarily attributable to new orders for our bearings products, our seals, springs and contacts, and our ~~SLAM-ER fuzing program.~~aircraft wheels and brakes and under our programs with Rolls Royce. These increases were partially offset by revenue recognized onin the ~~JPF program with the USG and deliveries of our bearings products and springs, seals and contacts.~~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 programs, acquisitions, divestitures, dividends, availability of future credit, share repurchase programs, adequacy of available bank lines of credit, and factors that might otherwise affect the ~~company's~~Company's business and operations generally, as described under the heading “Risk Factors” and “Forward-Looking Statements” in Item 1A of Part I of our ~~2021~~2022 Form 10-K.

A summary of our consolidated cash flows is as follows:


		For the Six Months Ended							For the Three Months Ended
		July 1, 2022		July 2, 2021		2022 vs. 2021			March 31, 2023		April 1, 2022		2023 vs. 2022
		(in thousands)							(in thousands)
Total cash provided by (used in):	Total cash provided by (used in):							Total cash provided by (used in):
Operating activities	Operating activities	$	(26,954)	$	(14,723)	$	(12,231)	Operating activities	$	(5,453)	$	(1,017)	$	(4,436)
Investing activities	Investing activities	(19,179)		(12,201)		(6,978)		Investing activities	(8,798)		(6,453)		(2,345)
Financing activities	Financing activities	(13,778)		(10,620)		(3,158)		Financing activities	43,970		(4,035)		48,005

Free Cash Flow (a)	Free Cash Flow (a)							Free Cash Flow (a)
Net cash provided by (used in) operating activities		$	(26,954)	$	(14,723)	$	(12,231)
Net cash used in operating activities								Net cash used in operating activities	$	(5,453)	$	(1,017)	$	(4,436)
Expenditures for property, plant and equipment	Expenditures for property, plant and equipment	(10,520)		(8,102)		(2,418)		Expenditures for property, plant and equipment	(5,948)		(6,877)		929
Free cash flow	Free cash flow	$	(37,474)	$	(22,825)	$	(14,649)	Free cash flow	$	(11,401)	$	(7,894)	$	(3,507)

(a) Free Cash Flow, a non-GAAP financial measure, is defined as net cash (used in) provided by operating activities less expenditures for property, plant and equipment, both of which are presented in our Condensed Consolidated Statements of Cash Flows. See Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures for more information regarding Free Cash Flow.

Net cash used in operating activities was ~~$27.0~~$5.5 million for the ~~six-month~~three-month fiscal period ended ~~July 1, 2022, $12.2~~March 31, 2023, $4.4 million more than cash used in the comparable period in ~~2021.~~2022. This change was largely driven by the timing of collection of payments ~~on outstanding receivables, more specifically significant receipts on JPF DCS receivables~~ in the prior year, and lower net earnings in the current period, partially offset by the absence of approximately $25.1 million in nonrecurring payments to eligible participants of Bal Seal's employee retention plans, a $10.0 million pension contribution paid in the prior yearour Engineered Products segment and the timing of ~~accounts payable.~~work performed on the JPF program, partially offset by lower incentive compensation payments and the receipt of approximately $10.0 million in income tax refunds in the current period.

Net cash used in investing activities was ~~$19.2~~$8.8 million for the ~~six-month~~three-month fiscal period ended ~~July 1, 2022, $7.0~~March 31, 2023, $2.3 million more than cash used in the comparable period in ~~2021.~~2022. This ~~change~~increase was primarily attributable to ~~our $10.0 million investment in Near Earth Autonomy in~~ the ~~current period and higher capital expenditures, partially offset by the cash impact~~settlement of the ~~sale~~working capital adjustment associated with the acquisition of ~~our former UK Composites business in the prior year.~~Aircraft Wheel and Brake. Refer to Note 2, Business Combinations and Investments, for further information on this acquisition.

Net cash ~~used in~~provided by financing activities was ~~$13.8~~$44.0 million for the ~~six-month~~three-month fiscal period ended ~~July 1, 2022, $3.2 million more than~~March 31, 2023, compared to net cash used of $4.0 million in the comparable period in ~~2021.~~2022. This change was primarily due to ~~debt issuance costs associated with~~borrowings under our Credit Agreement in the ~~amendment to our revolving credit agreement, described more fully in Note 13,~~ ~~Debt~~.current period.

We anticipate a variety of items will have an impact on our liquidity during the next twelve months, in addition to our working capital requirements. These could include one or more of the following:

•the matters described in Note ~~15,~~12, Commitments and Contingencies, in the Notes to Condensed 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;

•interest payments on outstanding debt;

•income tax payments;

•costs associated with acquisitions and corporate development ~~activities, including the funding of our Aircraft Wheel and Brake acquisition;~~activities;

•finance and operating lease payments;

•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 the 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 future cash requirements; however, we may decide to borrow additional funds or raise additional 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 advantageous pricing of additional financing, if any, that may be necessary to continue with our growth strategy and finance working capital requirements. Our long-term debt instruments will mature in 2024, as discussed below. We are currently assessing potential options for the refinancing of these instruments prior to their scheduled maturity. Refer to Note 14, Debt, in the Notes to the Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of the ~~2021~~2022 Form 10-K for further information on our Financing Arrangements.

Convertible 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, dated May 12, 2017, between the Company and U.S. Bank National Association, as trustee (as amended by the First Supplemental Indenture thereto, dated July 15, 2019, the "Indenture"). 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. We 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 our election.

The sale of our former 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 approximately 0.25% of all outstanding notes. Holders of such notes received the repurchase price equal to 100% of the principal amount of the 2024 Notes being ~~purchase,~~purchased, plus accrued and unpaid interest.

We incurred $7.4 million of debt issuance costs in connection with the sale of the 2024 Notes, which were 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 three-month

~~and six-month~~ fiscal periods ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~ was $0.3 million and ~~$0.5~~$0.2 million, respectively. ~~Refer to Note 2,~~ ~~Recent Accounting Standards, for further information on the adoption and impacts of ASU 2020-06.~~

Credit Agreement

On December 13, 2019, the Company closed an amended and restated $800.0 million Credit Agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral Agent. The Credit Agreement matures on December 13, 2024 and consists of revolving commitments of $800.0 million. Capitalized terms used but not defined within this discussion of the Credit Agreement have the meanings ascribed thereto in the Credit Agreement, which with amendments is included as Exhibit ~~10.43~~10.42 to our ~~2021~~2022 Form 10-K.

At March 31, 2023, $411.0 million was outstanding under the revolving credit facility. Interest rates on amounts outstanding under the Credit Agreement are variable based on LIBOR. The LIBOR benchmark has been the subject of national, international, and other regulatory guidance and proposals for reform. These reforms may cause LIBOR to perform differently than in the past, and LIBOR may ultimately cease to exist. Alternative benchmark rate(s) may replace LIBOR and could affect the Company's debt securities, derivative instruments, receivables, debt payments and receipts. An alternative rate may create additional basis risk for market participants as an alternative index is utilized alongside LIBOR. Key regulatory authorities have requested that banks cease entering into new contracts that use USD LIBOR as a reference rate, and do not permit new or existing non-USD LIBOR borrowings, by no later than December 31, 2021. Additionally, the Alternative Reference Rates Committee has recommended replacing USD LIBOR with the Secured Overnight Financing Rate ~~(“SOFR”~~("SOFR")~~, which is calculated by short-term repurchase agreements. There can be no guarantee that SOFR will become widely used, or that any alternatives may or may not be developed.~~

In 2021, the Company amended its Credit Agreement to move its LIBOR benchmark for non-USD borrowings to other non-USD benchmark rates. Future USD borrowings under our current Credit Agreement will continue be based on LIBOR. At this time, it is not possible to predict the effect of any changes to LIBOR, the phase out of LIBOR or any establishment of alternative benchmark rates. Any new benchmark rate will likely not replicate LIBOR exactly, which could impact our contracts that terminate after 2023. There is uncertainty about how applicable law, the courts or the Company will address the replacement of LIBOR with alternative rates on variable rate retail loan contracts and other contracts that do not include alternative rate fallback provisions.

On May 31, 2022, the Credit Agreement was further amended to, among other things, adjust the Total Net Leverage Ratio financial covenant in anticipation of the consummation of the announced acquisition of Parker's Aircraft Wheel and Brake division. Refer to Note 13, ~~Debt, for further information on this amendment.~~

~~No amounts were outstanding under the revolving credit facility in the second quarter of 2022; therefore, the~~. The interest rate ~~for the period~~at March 31, 2023 was 0%6.17%. We are required to pay a quarterly commitment fee on the unused revolving loan commitment amount at a rate ranging from 0.150% to 0.250% per annum, based on the Senior Secured Net Leverage Ratio. Fees for outstanding letters of credit range from 1.125% to 1.625%, based on the Senior Secured Net Leverage Ratio. ~~There were no~~Total average bank borrowings were $383.8 million during the ~~six-month~~three-month fiscal period ended ~~July 1, 2022 and~~March 31, 2023. Total average bank borrowings were $120.7 million during the year ended December 31, ~~2021.~~2022. As of March 31, 2023, the Consolidated Total Net Leverage Ratio was 3.78, as calculated in accordance with the Credit Agreement, as compared to the ceiling of 5.00 to 1.00.

4330

The following table shows the amounts available for borrowing under the Company's revolving credit facility:


		July 1, 2022		December 31, 2021			March 31, 2023		December 31, 2022
In thousands	In thousands					In thousands
Total facility	Total facility	$	800,000	$	800,000	Total facility	$	800,000	$	800,000
Amounts outstanding, excluding letters of credit	Amounts outstanding, excluding letters of credit	—		—		Amounts outstanding, excluding letters of credit	411,000		363,000
Amounts available for borrowing, excluding letters of credit	Amounts available for borrowing, excluding letters of credit	800,000		800,000		Amounts available for borrowing, excluding letters of credit	389,000		437,000
Letters of credit under the credit facility(1)(2)	Letters of credit under the credit facility(1)(2)	51,630		92,646		Letters of credit under the credit facility(1)(2)	51,480		51,630
Amounts available for borrowing	Amounts available for borrowing	$	748,370	$	707,354	Amounts available for borrowing	$	337,520	$	385,370

Amounts available for borrowing subject to EBITDA, as defined by the Credit Agreement~~(3)~~	Amounts available for borrowing subject to EBITDA, as defined by the Credit Agreement~~(3)~~	$	283,416	$	409,914	Amounts available for borrowing subject to EBITDA, as defined by the Credit Agreement~~(3)~~	$	193,037	$	211,131

(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.

(2) Of these amounts, $46.1 million ~~and $86.3 million~~ letters of credit relate to a JPF DCS contract in ~~the~~both periods ended ~~July 1, 2022~~March 31, 2023 and December 31, ~~2021.~~

~~(3)~~ Amounts available for borrowing subject to EBITDA reflect the minimum borrowing capacity under EBITDA, subject to adjustments. On May 31, 2022, the Credit Agreement was further amended to, among other things, adjust the Total Net Leverage Ratio financial covenant in anticipation of the consummation of the announced acquisition of Parker's Aircraft Wheel and Brake division. If our Total Net Leverage Ratio was adjusted to 5.00 to 1.00 as of July 1, 2022, the amount available for borrowing subject to EBITDA would be $395.5 million. Refer to Note 13, ~~Debt, for further information on this amendment.~~2022.

Debt issuance costs in connection with the Credit Agreement have been capitalized and are being amortized over the term of the agreement. In 2019, we incurred $3.6 million of debt issuance costs in connection with the amendment and restatement of the Credit Agreement. AnWe incurred an additional ~~$4.2~~$4.4 million of debt issuance costs ~~were incurred~~ in connection with the amendment of the Credit Agreement in 2022. Total amortization expense for the three-month fiscal periods ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~ was ~~$0.3~~$0.6 million and $0.2 million, respectively. ~~Total amortization expense~~

Interest Rate Swaps

During 2022, we entered into interest rate swap agreements, effective January 1, 2023, for the ~~six-month fiscal periods ended July 1, 2022~~purposes of hedging the eight quarterly variable-rate Credit Agreement interest payments due in 2023 and ~~July 2, 2021 was $0.5 million~~2024. These interest rate swap agreements were designated as cash flow hedges and ~~$0.4 million, respectively.~~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 March 31, 2023. Over the next twelve months, the income related to cash flow hedges expected to be reclassified from other comprehensive income is $0.3 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

Of the standby letters of credit under our credit facility, $46.1 million in letters of credit relate to a JPF DCS contract, including the offset agreement. In the event that we default on the contract and we are unable to fulfill our contractual obligations, our customer has the ability to draw on the letters of credit.

Pension Plans

Management regularly monitors pension plan asset performance and the assumptions used in the determination of our benefit obligation, comparing them to actual performance. We continue to believe the assumptions selected are valid due to the long-term nature of our benefit obligation.

No contributions are expected to be made to the qualified pension plan during ~~2022.~~2023. The Company contributed ~~$0.3~~$0.1 million to the SERP through the end of the ~~second~~first quarter of ~~2022~~2023 and plans to contribute an additional ~~$0.2~~$0.4 million to the SERP in ~~2022. For the 2021 plan year, the Company contributed $10.0 million~~2023. No contribution was made to the qualified pension plan and ~~$2.7~~we paid $0.5 million ~~to the SERP.~~

Effective December 31, 2015, our qualified pension plan was frozen with respect to future benefit accruals. Under USG Cost Accounting Standard (“CAS”) 413, we must calculate the USG’s share of any pension curtailment adjustment calculated resulting from the freeze. Such adjustments can result in ~~an amount due to the USG for pension plans that are~~SERP benefits in ~~a surplus~~

position or an amount due to the contractor for plans that are in a deficit position. During the fourth quarter of 2016, we accrued a $0.3 million liability representing our estimate of the amount due to the USG based on our pension curtailment calculation, which was submitted to the USG for review in December 2016. We have maintained our accrual at $0.3 million as of July 1, 2022. ~~There can be no assurance that the ultimate resolution of this matter will not have a material adverse effect on our results of operations, financial position and cash flows.~~

Share-based Arrangements

As of ~~July 1, 2022,~~March 31, 2023, future compensation costs related to non-vested stock options, restricted stock grants and performance stock grants is ~~$12.9~~$13.6 million. The Company anticipates that this cost will be recognized over a weighted-average period of ~~2.1~~2.3 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 the non-GAAP (Generally Accepted Accounting Principles) measures used in this report 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 ~~or businesses disposed of that did not qualify for accounting as a discontinued operation~~ 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)
For the Three Months Ended For the Six Months Ended
July 1,
2022 July 2,
2021 July 1,
2022 July 2,
2021
Net sales $ 160,766 $ 182,394 $ 318,814 $ 354,010
Acquisition sales — — —
Sales of disposed businesses that did not qualify for discontinued operations — — — 1,704
Organic Sales $ 160,766 $ 182,394 $ 318,814 $ 352,306


Organic Sales (in thousands)
	For the Three Months Ended
	March 31, 2023		April 1, 2022
Net sales	$	194,542	$	158,048
Acquisition sales	18,543		—
Organic Sales	$	175,999	$	158,048

Free Cash Flow

Free Cash Flow is defined as GAAP “Net cash provided by (used in) operating activities” in a period less “Expenditures for property, plant & equipment” in the same period. Management believes Free Cash Flow provides an important perspective on our ability to generate cash from our business operations and, as such, that it is an important financial measure for use in evaluating the Company's financial performance. Free Cash Flow should not be viewed as representing the residual cash flow available for discretionary expenditures such as dividends to shareholders or acquisitions, 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.

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

There have been no material changes outside the ordinary course of business in our contractual obligations or off-balance sheet arrangements during the first ~~six~~three months of ~~2022.~~2023. See our ~~2021~~2022 Form 10-K for a discussion of our contractual obligations and off-balance sheet arrangements.

CRITICAL ACCOUNTING ESTIMATES

Preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management believes the most complex and sensitive judgments, because of their significance to the Consolidated Financial Statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Management’s Discussion and Analysis and the Notes to Consolidated Financial Statements in the Company’s ~~2021~~2022 Form 10-K describe the critical accounting estimates and significant accounting policies used in preparing the Consolidated Financial Statements. Actual results in these areas could differ from management’s estimates.

RECENT ACCOUNTING STANDARDS

~~Information regarding~~There have been no recent changes in accounting standards ~~is included in Note 2,~~ ~~Recent Accounting Standards~~,during the first three months of ~~the Notes to Condensed Consolidated Financial Statements in this report.~~2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes in the Company’s exposure to market risk during the first ~~six~~three months of ~~2022.~~2023. See the Company’s ~~2021~~2022 Form 10-K for a discussion of the Company’s exposure to market risk.

Item 4. Controls and Procedures

Evaluation of 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, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Act of 1934, as amended, as of ~~July 1, 2022.~~March 31, 2023. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~July 1, 2022,~~March 31, 2023, our disclosure controls and procedures were effective.

Internal Controls over Financial Reporting

There was no change to our internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to affect, our internal control over financial reporting.

PART II

Item 1. 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 for losses related to those matters that we consider to be probable and that can be reasonably estimated. Gain contingencies, if any, are recognized when they are realized and legal costs generally are 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 ~~July 1, 2022.~~March 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.

As of ~~July 1, 2022,~~March 31, 2023, neither the Company nor any of its subsidiaries was a party, nor was 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 ~~15,~~12, Commitments and Contingencies, of the Notes to Condensed Consolidated Financial Statements.

Aircraft Safety Matters

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 may occur as a result of manufacturing or design defects, operational processes or production issues attributable to us, our customers, suppliers, third party integrators or others. Due to the nature of the Company's business, liability claims may arise from accidents involving products the Company has manufactured, including claims for injury or death. Product or system failures could result in 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 March 31, 2023, the Company is party to pending litigation relating to an incident involving a K-MAX® helicopter that resulted in a fatality, and the Company has been notified of potential claims relating to another such incident. Each incident is the subject of one or more investigations undertaken by applicable civil aviation agencies located in the jurisdiction of the incident. While it is not possible to predict the outcome of any investigations, litigation or claims relating to these or other potential incidents, management believes that all such investigations, litigation or claims in existence at March 31, 2023, are not reasonably likely to have a material adverse effect on our business, financial condition and results of operations or cash flows.

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 facilities or former facilities or 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 by us, sites we previously owned 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 ~~July 1, 2022,~~March 31, 2023, will not have a material adverse effect on our business, financial condition and results of operations or cash flows.

Item 1A. Risk Factors

Investors should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, financial condition and cash flows as set forth under Item 1A. “Risk Factors” in our ~~2021~~2022 Form 10-K. Except as set forth below, we do not believe there have been any material changes to the risk factors previously disclosed in our ~~2021~~2022 Form 10-K, but we may disclose changes to such factors or disclose additional factors from time to time in future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently believe not to be material may also adversely impact our business, results of operations, financial position and cash flows.

~~Our business, results of operations, financial condition~~We design, manufacture, service and ~~cash flows have been~~sell complex aerospace parts, subassemblies and ~~are expected~~aircraft that subject us to ~~continue to be adversely impacted by~~potential risks and liabilities in the ~~ongoing COVID-19 pandemic.~~event they do not operate as intended.

The ~~COVID-19 pandemic has created significant disruption~~Company designs, manufactures, services and ~~uncertainty~~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 ~~global economy. The public health~~past, and may occur in the future, whether as a result of manufacturing or design defects, operational processes or production issues ~~resulting from COVID-19 and the precautionary measures instituted by governments and businesses~~attributable to mitigate its spread, such as quarantines, travel restrictions, business curtailments and school closures, have resulted in business and manufacturing disruptions, plant closures, inventory shortages, delivery delays, supply chain disruptions, and order reductions, cancellations and deferrals, all of which have adversely affected our business, results of operations, financial condition and cash flows. Although we continue to meet the demands ofus, our customers, ~~we have seen some disruptions in our supply chain, such~~suppliers, third party integrators or others. Our products could also fail as delays in materials and components used in our manufacturing process, and we continue to operate below pre-pandemic levels for our commercial aerospace products. We are encouraged by the recoveries for these products and the strong order intake we saw in the first six monthsa result of 2022; however, the extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, the severity and duration of the pandemic and the effectiveness of actions taken globally to contain or mitigate its effects. Even after the COVID-19 pandemic has subsided, we may experience adverse impacts to our business due to any resulting economic recession or depression. Additionally, concerns over the economic impact of COVID-19 have caused extreme volatility in financial and other capital markets which has, and may continue to, adversely impact our stock price and our ability to access capital markets. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this report and the Company’s 2021 Form 10-K,cyber-attacks, such as those ~~relating to~~that seize control and result in misuse or unintended use of our products, ~~and financial performance.~~

~~Our future operating results will be impacted by changes in global economic and political conditions.~~

~~Our future operating results and liquidity are expected~~or other intentional acts. Due to ~~be impacted by changes in general economic and political conditions which may affect, among other things,~~ the ~~following:~~

•~~The availability~~nature of ~~credit and our ability to obtain additional or renewed bank financing,~~ the ~~lack of which could~~Company's business, liability claims have ~~a material adverse impact on our business, financial condition and results of operations~~arisen, and may ~~limit our ability to invest in capital projects and planned expansions or to fully execute our business strategy;~~

•~~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~~arise in the ~~funded status of~~future, from accidents or disasters involving products 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~~Company has manufactured, including claims 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~~injury or death. Product or system failures could result in ~~lower operating profits as well as less absorption of fixed costs due~~negative publicity that could reduce demand for our products, product recalls, regulatory directives and product liability and warranty claims (including claims related to ~~a decreased business base;~~

•~~The ability~~the safety or reliability of our ~~suppliers~~products). Such failures could also lead to ~~meet our demand requirements, maintain~~service, repair and maintenance costs, damages and fines and regulatory and environmental liabilities. While management believes that the ~~pricing~~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 ~~their products~~March 31, 2023, the Company is party to pending litigation relating to an incident involving a K-MAX® helicopter that resulted in a fatality, and the Company has been notified of potential claims relating to another such incident. Each incident is the subject of one or ~~continue operations,~~more investigations undertaken by applicable civil aviation agencies located in the jurisdiction of the incident. While it is not possible to predict the outcome of any ~~of which may require us~~investigations, litigation or claims relating 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~~these or ~~untimely receipt of which could~~other potential incidents, management believes that all such investigations, litigation or claims in existence at March 31, 2023, are not reasonably likely to 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 war in Ukraine. 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.operations or cash flows.

While general economic and political 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.

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) changes in domestic and foreign economic and competitive conditions in markets served by the Company, particularly the defense, commercial aviation and industrial production markets; (ii) changes in government and customer priorities and requirements (including cost-cutting initiatives, government and customer shut-downs, the potential deferral of awards, terminations or reductions of expenditures to respond to the priorities of Congress and the Administration, or budgetary cuts resulting from Congressional actions or automatic sequestration); (iii) the global economic impact of the COVID-19 pandemic; (iv) risks and uncertainties associated with the successful integration of our Aircraft Wheel and Brake acquisition; (v) changes in geopolitical conditions in countries where the Company does or intends to do business; ~~(v)~~(vi) the successful conclusion of competitions for government programs (including new, follow-on and successor programs) and thereafter successful contract negotiations with government authorities (both foreign and domestic) for the terms and conditions of the programs; ~~(vi)~~(vii) the timely receipt of any necessary export approvals and/or other licenses or authorizations from the USG; ~~(vii)~~(viii) timely satisfaction or fulfillment of material contractual conditions precedents in customer purchase orders, contracts, or similar arrangements; ~~(viii)~~(ix) the existence of standard government contract provisions permitting renegotiation of terms and termination for the convenience of the government; ~~(ix)~~(x) the successful resolution of government inquiries or investigations relating to our businesses and programs; ~~(x)~~(xi) risks and uncertainties associated with the successful implementation and ramp up of significant new programs, including the ability to manufacture the products to the detailed specifications required and recover start-up costs and other investments in the programs; ~~(xi)~~(xii) potential difficulties associated with variable acceptance test results, given sensitive production materials and extreme test parameters; ~~(xii)~~(xiii) the receipt and successful execution of production orders under the Company's existing USG JPF contract, including the exercise of all contract options and receipt of orders from allied militaries, but excluding any next generation programmable fuze programs, as all have been assumed in connection with goodwill impairment evaluations; ~~(xiii)~~(xiv) the continued support of the existing K-MAX® helicopter fleet, including sale of existing K-MAX® spare parts inventory and the receipt of orders for new aircraft sufficient to recover our investments in the K-MAX® production line; ~~(xiv)~~(xv) the accuracy of current cost estimates associated with environmental remediation activities; ~~(xv)~~(xvi) the profitable integration of acquired businesses into the Company's operations; ~~(xvi)~~(xvii) the ability to recover from cyber-based or other security attacks, information technology failures or other disruptions; ~~(xvii)~~(xviii) changes in supplier sales or vendor incentive policies; ~~(xviii)~~(xix) the ability of our suppliers to satisfy their performance obligations, including any supply chain disruptions; ~~(xix)~~(xx) the effects of price increases or decreases; ~~(xx)~~(xxi) the effects of pension regulations, pension plan assumptions, pension plan asset performance, future contributions and the pension ~~freeze, including the ultimate determination of the USG's share of any pension curtailment adjustment calculated in accordance with CAS 413; (xxi)~~freeze; (xxii) future levels of indebtedness and capital expenditures; ~~(xxii)~~(xxiii) compliance with our debt covenants; (xxiv) the continued availability of raw materials and other commodities in adequate supplies and the effect of increased costs for such items; ~~(xxiii)~~(xxv) the effects of currency exchange rates and foreign competition on future operations; ~~(xxiv)~~(xxvi) changes in laws and regulations, taxes, interest rates, inflation rates and general business conditions; ~~(xxv)~~(xxvii) future repurchases and/or issuances of common stock;~~(xxvi)~~(xxviii) the occurrence of unanticipated restructuring costs or the failure to realize anticipated savings or benefits from past or future expense reduction actions; ~~(xxvii)~~(xxix) the ability to recruit and retain skilled employees; (xxx) the successful resolution of all pending and ~~(xxviii)~~future investigations, litigation or claims relating to the manufacture or design of our products, including, without limitation, the K-MAX® helicopter; and (xxxi) other risks and uncertainties set forth herein and in our ~~2021~~2022 Form 10-K.

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.

4936

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about purchases of common stock by the Company during the three-month fiscal period ended ~~July 1, 2022:~~March 31, 2023:

Period Total Number
of Shares
Purchased (a) Average
Price Paid
per Share Total Number of
Shares Purchased as
Part of a Publicly
Announced Plan (b)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan(b) (in thousands)
April 2, 2022 - April 29, 2022 1,949 $ 42.08 — $50,000
April 30, 2022 - May 27, 2022 — $ — — $50,000
May 28, 2022 - July 1, 2022 1,105 $ 36.88 — $50,000
Total 3,054 —


Period	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan (b)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan(b) (in thousands)
January 1, 2023 - January 27, 2023	6,294	$	23.37	—	$50,000
January 28, 2023 - February 24, 2023	4,366	$	25.23	—	$50,000
February 25, 2023 - March 31, 2023	9,467	$	26.00	—	$50,000
Total	20,127			—

(a) During the ~~second~~first quarter of ~~2022~~2023, the Company purchased ~~3,054~~20,127 shares in connection with employee tax withholding obligations as permitted by our equity compensation plans, which are SEC Rule 16b-3 qualified compensation plans. These were 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-Q for the three-month fiscal period ended ~~July 1, 2022.~~March 31, 2023.

5037

Item 6. Index To Exhibits


~~2.1~~	~~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 21, 2022, File No. 001-35419)~~(1)~~.	~~Previously Filed~~
10.1	~~Amendment No. 2, dated May 31, 2022, to the~~Kaman Corporation Second Amended and Restated ~~Credit and Guaranty Agreement, dated as of December 31, 2019, by and among Kaman Corporation and JPMorgan Chase, N.A., as Administrative Agent~~2013 Management Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated ~~May 31, 2022,~~April 21, 2023, File No. 001-35419).*	Previously Filed
10.2	Form of ~~Change in Control~~Non-Employee Director Equity Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated April 21, 2023, File No. 001-35419).*	Previously Filed
10.3	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
10.4	Separation and Release Agreement, dated January 17, 2023, by and between the Company and ~~certain of its executive officers~~Russell J. Bartlett (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated ~~June 8, 2022,~~January 18, 2023, File No. 001-35419).*	Previously Filed
~~10.2(a)~~	~~Schedule identifying agreements substantially identical to the form of Change in Control Agreement~~ filed as Exhibit 10.2 hereto.*	~~Filed Herewith~~
~~10.3~~	~~Form of NonqualifiedStock Option Agreement under the Amended and Restated Kaman Corporation 2013 Management Incentive Plan~~, for awards granted on or after June 8, 2022.*	~~Filed Herewith~~
~~10.4~~10.5	Separation and ~~General~~ Release ~~of Claims~~ Agreement, dated January 17, 2023, by and between the Company and ~~Darlene R. Smith~~Shawn G. Lisle, (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated ~~as of July 7, 2022.~~January 18, 2023, File No. 001-35419).*	Previously Filed ~~Herewith~~
10.6	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
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934	Filed Herewith
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934	Filed Herewith
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	~~Filed~~Furnished Herewith
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	~~Filed~~Furnished Herewith
101.INS	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
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101

* Management contract or compensatory plan.

~~(1)~~ ~~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.~~

5138

SIGNATURES

Kaman Corporation and Subsidiaries

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

KAMAN CORPORATION

Registrant

Date:

~~August 4, 2022~~May 2, 2023

/s/ Ian K. Walsh

By:

Ian K. Walsh

Chairman, President and

Chief Executive Officer

Date:

~~August 4, 2022~~May 2, 2023

/s/ James G. Coogan

By:

James G. Coogan

Senior Vice President, ~~and~~

Chief Financial Officer and Treasurer

5239


in thousands	Balance at December 31, 2021		Adjustments due to ASU 2020-06		Balance at January 1, 2022
Assets
Deferred income taxes	$	15,717	$	1,770	$	17,487

Liabilities
Long-term debt, excluding current portion, net of debt issuance costs	$	189,421	$	7,624	$	197,045

Equity
Additional paid-in capital	$	248,153	$	(12,489)	$	235,664
Retained earnings	$	750,445	$	6,635	$	757,080


		At July 1,				At December 31,
		2022				2021
	Amortization Period	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
In thousands
Customer lists / relationships	6-38 years	$	125,278	$	(36,831)	$	127,206	$	(35,096)
Developed technologies	7-20 years	44,449		(15,313)		45,170		(13,591)
Trademarks / trade names	15-40 years	16,555		(2,790)		16,982		(2,659)
Non-compete agreements and other	1-15 years	4,497		(4,486)		4,629		(4,617)
Patents	17 years	523		(479)		523		(473)
Total		$	191,302	$	(59,899)	$	194,510	$	(56,436)


	2024 Notes
	July 1, 2022		December 31, 2021
In thousands
Principal amount of liability	$	199,500	$	199,500
Unamortized discount(1)	—		7,624
Carrying value of liability	$	199,500	$	191,876

Equity component(1)	$	—	$	20,408