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	June 28, 2019

Or

☐ 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)	743-7100
(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol	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 26, 2019, there were 27,983,791 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)

	June 28, 2019			December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	17,016		$	25,895
Accounts receivable, net	100,799			149,338
Contract assets	118,774			99,261
Contract costs, current portion	5,114			5,993
Inventories	163,006			131,569
Income tax refunds receivable	5,487			1,752
Assets held for sale, current portion	365,264			351,261
Other current assets	10,568			8,036
Total current assets	786,028			773,105
Property, plant and equipment, net of accumulated depreciation of $201,400 and $192,285, respectively	138,246			137,112
Operating right-of-use assets, net	16,330			—
Goodwill	195,332			196,161
Other intangible assets, net	56,054			58,567
Deferred income taxes	39,802			38,040
Contract costs, noncurrent portion	9,187			10,666
Assets held for sale, noncurrent portion	292,957			229,238
Other assets	30,903			31,173
Total assets	$	1,564,839		$	1,474,062
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt, net of debt issuance costs	$	127,603		$	9,375
Accounts payable – trade	54,086			56,826
Accrued salaries and wages	29,959			32,795
Contract liabilities, current portion	30,707			28,865
Operating lease liabilities, current portion	4,259			—
Income taxes payable	—			139
Liabilities held for sale, current portion	136,292			131,047
Other current liabilities	38,669			39,429
Total current liabilities	421,575			298,476
Long-term debt, excluding current portion, net of debt issuance costs	180,196			284,256
Deferred income taxes	7,483			7,146
Underfunded pension	99,469			104,988
Contract liabilities, noncurrent portion	72,081			78,562
Operating lease liabilities, noncurrent portion	12,895			—
Liabilities held for sale, noncurrent portion	63,892			15,602
Other long-term liabilities	49,079			51,875
Commitments and contingencies (Note 14)
Shareholders' equity:
Preferred stock, $1 par value, 200,000 shares authorized; none outstanding	—			—
Common stock, $1 par value, 50,000,000 shares authorized; voting; 29,723,147 and 29,544,714 shares issued, respectively	29,723			29,545
Additional paid-in capital	208,491			200,474
Retained earnings	649,610			610,103
Accumulated other comprehensive income (loss)	(153,708		)	(134,898		)
Less 1,745,385 and 1,672,917 shares of common stock, respectively, held in treasury, at cost	(75,947		)	(72,067		)
Total shareholders’ equity	658,169			633,157
Total liabilities and shareholders’ equity	$	1,564,839		$	1,474,062

See accompanying notes to condensed consolidated financial statements.

2

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
	June 28, 2019			June 29, 2018			June 28, 2019			June 29, 2018
Net sales	$	174,712		$	178,606		$	341,146		$	358,001
Cost of sales	122,123			125,165			234,036			251,380
Gross profit	52,589			53,441			107,110			106,621
Selling, general and administrative expenses	41,808			45,939			83,759			88,871
Restructuring costs	206			1,804			472			3,497
Net gain on sale of assets	—			(1,528		)	(65		)	(1,589		)
Operating income	10,575			7,226			22,944			15,842
Interest expense, net	5,236			5,000			10,537			10,323
Non-service pension and post retirement benefit income	(100		)	(3,039		)	(199		)	(6,068		)
Other (income) expense, net	(463		)	364			(552		)	22
Earnings from continuing operations before income taxes	5,902			4,901			13,158			11,565
Income tax (benefit) expense	(487		)	123			947			1,817
Earnings from continuing operations	6,389			4,778			12,211			9,748
Earnings from discontinued operations, net of tax	7,077			10,316			15,380			19,412
Net earnings	$	13,466		$	15,094		$	27,591		$	29,160
Earnings per share:
Basic earnings per share from continuing operations	$	0.23		$	0.17		$	0.44		$	0.35
Basic earnings per share from discontinued operations	0.25			0.37			0.55			0.69
Basic earnings per share	$	0.48		$	0.54		$	0.99		$	1.04
Diluted earnings per share from continuing operations	$	0.23		$	0.17		$	0.43		$	0.34
Diluted earnings per share from discontinued operations	0.25			0.36			0.55			0.69
Diluted earnings per share	$	0.48		$	0.53		$	0.98		$	1.03
Average shares outstanding:
Basic	27,961			27,971			27,935			27,911
Diluted	28,123			28,349			28,097			28,258

See accompanying notes to condensed consolidated financial statements.

3

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

KAMAN CORPORATION AND SUBSIDIARIES

(In thousands) (Unaudited)

	For the Three Months Ended					For the Six Months Ended
	June 28, 2019		June 29, 2018			June 28, 2019			June 29, 2018
Net earnings	$	13,466	$	15,094		$	27,591		$	29,160
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments and other	1,329		(11,969		)	(1,588		)	(5,955		)
Change in pension and post-retirement benefit plan liabilities, net of tax expense of $940 and $703 and $1,880 and $1,413, respectively	2,936		2,203			5,872			4,420
Other comprehensive income (loss)	4,265		(9,766		)	4,284			(1,535		)
Comprehensive income	$	17,731	$	5,328		$	31,875		$	27,625

See accompanying notes to condensed consolidated financial statements.

4

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS KAMAN CORPORATION AND SUBSIDIARIES (In thousands) (Unaudited)
	For the Six Months Ended
	June 28, 2019			June 29, 2018
Cash flows from operating activities:
Net earnings	$	27,591		$	29,160
Less: Earnings from discontinued operations	15,380			19,412
Earnings from continuing operations	12,211			9,748
Adjustments to reconcile net earnings from continuing operations to net cash provided by operating activities of continuing operations:
Depreciation and amortization	12,365			14,191
Amortization of debt issuance costs	906			899
Accretion of convertible notes discount	1,347			1,282
Provision for doubtful accounts	204			227
Net gain on sale of assets	(65		)	(1,589		)
Net loss on derivative instruments	3			467
Stock compensation expense	3,557			3,303
Deferred income taxes	(3,252		)	7,297
Changes in assets and liabilities, excluding effects of acquisitions/divestitures:
Accounts receivable	48,270			47,180
Contract assets	(19,572		)	(38,442		)
Contract costs	2,355			(5,480		)
Inventories	(31,662		)	1,590
Income tax refunds receivable	(3,656		)	(803		)
Operating right of use assets	2,140			—
Other assets	(892		)	(2,977		)
Accounts payable - trade	(2,673		)	(836		)
Contract liabilities	(4,640		)	75,261
Operating lease liabilities	(2,115		)	—
Other current liabilities	(4,606		)	(4,284		)
Income taxes payable	(147		)	(2,527		)
Pension liabilities	2,087			(23,887		)
Other long-term liabilities	(1,303		)	(905		)
Net cash provided by operating activities of continuing operations	10,862			79,715
Net cash (used in) provided by operating activities of discontinued operations	(9,134		)	14,027
Net cash provided by operating activities	1,728			93,742
Cash flows from investing activities:
Proceeds from sale of assets	71			1,692
Expenditures for property, plant & equipment	(11,375		)	(10,831		)
Other, net	(1,618		)	(687		)
Net cash used in investing activities of continuing operations	(12,922		)	(9,826		)
Net cash used in investing activities of discontinued operations	(3,662		)	(4,909		)
Net cash used in investing activities	(16,584		)	(14,735		)
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit agreements	16,700			(71,383		)
Debt repayment	(4,375		)	(3,750		)
Net change in bank overdraft	724			878
Proceeds from exercise of employee stock awards	3,546			5,274
Purchase of treasury shares	(3,063		)	(8,824		)
Dividends paid	(11,160		)	(11,149		)
Other, net	(663		)	(439		)
Net cash provided by (used) in financing activities of continuing operations	1,709			(89,393		)
Net cash provided by financing activities of discontinued operations	4,458			1,700
Net cash provided by (used in) financing activities	6,167			(87,693		)
Net decrease in cash and cash equivalents	(8,689		)	(8,686		)
Cash and cash equivalents included in assets held for sale	(1,957		)	(2,023		)
Effect of exchange rate changes on cash and cash equivalents	(49		)	(578		)
Cash and cash equivalents at beginning of period	27,711			36,904
Cash and cash equivalents at end of period	$	17,016		$	25,617
Supplemental disclosure of noncash activities:
Value of common shares issued for unwind of warrant transactions	$	—		$	7,583

See accompanying notes to condensed consolidated financial statements.

5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

1. BASIS OF PRESENTATION

During the second quarter, Kaman Corporation and subsidiaries (collectively "the Company") announced an agreement to sell Kaman Industrial Technologies Corporation and its subsidiaries (the "Distribution segment") to affiliates of Littlejohn & Co., LLC for $700.0 million in cash, subject to customary closing conditions and working capital adjustments. As a result of the agreement, the Distribution segment met "held for sale" criteria in the fiscal quarter ended June 28, 2019. The Distribution segment's results of operations and the related cash flows from this business have been reclassified to earnings from discontinued operations in the Condensed Consolidated Statement of Operations and cash flows from discontinued operations in the Condensed Consolidated Statement of Cash Flows, respectively, for all periods presented. The assets and liabilities of the Distribution segment have been reclassified to assets held for sale and liabilities held for sale, respectively, in the Condensed Consolidated Balance Sheets as of June 28, 2019 and December 31, 2018. The sale is expected to close during the third quarter of 2019, subject to customary closing conditions and the receipt of certain required consents and approvals. See Note 4, Discontinued Operations, to the Condensed Consolidated Financial Statements for further information.

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 ("US 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, 2018. The results of operations for the interim periods presented are not necessarily indicative of trends or of results to be expected for the entire year.

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 quarters for 2019 and 2018 ended on June 28, 2019, and June 29, 2018, respectively.

2. RECENT ACCOUNTING STANDARDS

Recent Accounting Standards Adopted

In February 2018, the FASB issued ASU 2018-02 "Income Statement - Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income". The objective of this standard is to address the concern that tax effects of items within accumulated other comprehensive income do not appropriately reflect the tax rate because the Tax Cut and Jobs Act of 2017 ("Tax Reform") required the adjustment of deferred taxes be recorded to income. This ASU provides an entity the election to reclassify stranded tax effects resulting from Tax Reform to retained earnings from accumulated other comprehensive income. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The adoption of ASU 2018-02 resulted in an increase to retained earnings of $23.1 million, primarily related to the stranded tax effects resulting from Tax Reform for pension and other post-retirement benefits.

In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities". The objective of this standard update is to improve the financial reporting of hedging relationships to better reflect the economic results of an entity's risk management activities in its financial statements. This ASU expands hedge accounting for both nonfinancial and financial risk components and refines the measurement of hedge results to better reflect an entity's hedging strategies. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The adoption of this standard update did not have a material impact on the Company's consolidated financial statements.

6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

2. RECENT ACCOUNTING STANDARDS (CONTINUED)

Recent Accounting Standards Adopted - continued

In October 2018, the FASB issued ASU 2018-16, "Derivatives and Hedging (Topic 815) - Inclusion of the Secured Overnight Financing Rate ("SOFR") Overnight Index Swap ("OIS") Rate as a Benchmark Interest Rate for Hedge Accounting Purposes". The Federal Reserve Board and the Federal Reserve Bank of New York initiated an effort to introduce an alternative reference rate to LIBOR in the United States. This standard update permits the use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption was permitted. The amendments in this ASU were required to be adopted concurrently with the amendments in ASU 2017-12. The adoption of this standard update did not have a material impact on the Company's consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Under this ASU as amended, lessees are required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessor accounting is largely unchanged under this ASU as amended. This standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. On January 1, 2019, the Company adopted ASC 842 using the modified retrospective transition method allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As a result, the Company applied ASC 842 only to leases that existed as of January 1, 2019 and did not restate prior periods. The adoption of ASC 842 resulted in a net increase of approximately $90.0 million to its assets and liabilities as of January 1, 2019 due to the addition of right-of-use assets and lease liabilities for operating leases on the balance sheet; however, it did not have a material impact on the Company's cash flows, results of operations or debt covenant compliance. The majority of the right-of-use assets and lease liabilities recorded on January 1, 2019 for operating leases relate to the Distribution segment and were included in assets held for sale and liabilities held for sale, respectively, on the Company's Condensed Consolidated Balance Sheet as of June 28, 2019.

The Company has elected the following practical expedients (which must be elected as a package and applied consistently to all leases): an entity need not reassess whether any expired or existing contracts are or contain leases, an entity need not reassess the lease classification for any expired or existing leases and an entity need not reassess initial direct costs for any existing leases. Additionally, the Company has elected the practical expedient to not separate nonlease components from the associated lease component and account for those components as a single component for real estate leases. Nonlease components for the Company's vehicle and other equipment leases are not material. The Company has elected not to apply the recognition requirements to short-term leases, and will recognize the lease payments in profit or loss on a straight-line basis over the lease term and variable payments in the period in which the obligation for those payments is incurred.

Subsequent to the issuance of ASU 2016-02, the FASB has issued the following updates: ASU 2018-10, "Codification Improvements to Topic 842, Leases", ASU 2018-11, "Leases (Topic 842): Targeted Improvements - Transition - Comparative Reporting at Adoption" and ASU 2019-01, "Leases (Topic 842): Codification Improvements". The amendments in these updates affect the guidance contained within ASU 2016-02 and were similarly adopted on January 1, 2019. See Note 3, Significant Accounting Policies Update, for further information on the impact of these standard updates.

Recent Accounting Standards Yet to be Adopted

In November 2018, the FASB issued ASU 2018-19, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses". The amendment clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20 and impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements.

7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

2. RECENT ACCOUNTING STANDARDS (CONTINUED)

Recent Accounting Standards Yet to be Adopted - continued

In August 2018, the FASB issued ASU 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract". The objective of the standard update is to provide additional guidance on the accounting for costs of implementation activities performed in a cloud computing arrangement that is a service contract to address the diversity in practice. The ASU requires an entity in a hosting arrangement that is a service arrangement to determine which costs to capitalize as an asset related to a service contract and which costs to expense, and to determine which project stage implementation activities relate to. Costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and postimplementation stages are expensed as the activities are performed. Capitalized implementation costs of a hosting arrangement are expensed over the term of the hosting arrangement in the same line item in the statement of operations as the fees associated with the hosting element of the arrangement. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted. The amendments in this standard update should be applied either retrospectively or prospectively to all implementation costs incurred after the inception date. The Company has elected to adopt the standard update prospectively. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14, "Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) - Disclosure Framework - Changes to Disclosure Requirements for Defined Benefit Plans". The objective of the standard update is to improve the effectiveness of disclosure requirements for defined benefit pension and other postretirement plans. This standard update removes disclosures that are no longer considered cost beneficial, clarifies specific requirements of disclosures and adds new disclosure requirements identified as relevant. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020. Early adoption is permitted. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to Disclosure Requirements for Fair Value Measurement". The objective of this standard update is to improve the effectiveness of disclosures for recurring and nonrecurring fair value measurements. This standard update removes certain disclosure requirements that are no longer considered cost beneficial, modifies existing disclosure requirements and adds new disclosure requirements identified as relevant. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of the ASU and delay adoption of the additional disclosures until the effective date. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The objective of this standard update is to simplify the subsequent measurement of goodwill, eliminating Step 2 from the goodwill impairment test. Under this ASU, an entity should perform its annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, assuming the loss recognized does not exceed the total amount of goodwill for the reporting unit. The standard update is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. The impact of the adoption of this standard update is dependent on the Company's goodwill impairment assessment.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". The objective of this standard update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted. An entity will apply the amendments in this ASU through a cumulative-effect adjustment to retained earnings as of the first reporting period in which the guidance is effective. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements.

8

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

2. RECENT ACCOUNTING STANDARDS (CONTINUED)

Recent Accounting Standards Yet to be Adopted - continued

Subsequent to the issuance of ASU 2016-13, the FASB has issued the following updates: ASU 2018-19, "Codification Improvements to Topic 326, Financial Instruments- Credit Losses", ASU 2019-04, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments" and ASU 2019-05, "Financial Instruments - Credit Losses (Topic 326) - Targeted Transition Relief". The amendments in these updates affect the guidance within ASU 2016-13 and have been assessed with ASU 2016-13.

3. SIGNIFICANT ACCOUNTING POLICIES UPDATE

The Company's significant accounting policies are detailed in Note 1, Summary of Significant Accounting Policies of its Annual Report on Form 10-K for the year-ended December 31, 2018. Significant changes to our accounting policies as a result of adopting new accounting standards are discussed below:

Leasing

Under Accounting Standards Codification ("ASC") 842, the Company determines if a contract contains a lease at the inception date of the contract. To determine if the contract contains a lease, the Company evaluates if there is an identified asset in the contract and if the Company has control over the use of the identified asset. There is an identified asset in the contract if the asset is explicitly or implicitly specified in the contract, the asset is physically distinct or the Company has the right to receive substantially all of the asset's capacity, and if the supplier does not have substantive substitution rights. The Company has control over the use of the identified asset if the Company obtains substantially all economic benefits from the use of the asset and can direct the use of the asset. The Company applied the practical expedient for any contracts that existed prior to January 1, 2019; therefore, the contracts were not reassessed to determine if they contain leases.

The Company must classify each lease as a finance lease or operating lease. A lease is classified as a finance lease if the Company will own the asset by the end of the lease term, the Company is reasonably certain to exercise the purchase option, the lease term covers a major part of the asset's economic life, the sum of the present value of the lease payments and the present value of the residual value guarantee not included in the lease payments equal or exceed substantially all of the fair value of the underlying asset at lease commencement or if the lessor has no alternative use for the asset. If any of these criteria are not met, the lease is classified as an operating lease. The Company applied the practical expedient for any leases that existed prior to January 1, 2019; therefore, the lease classifications of existing leases were not reassessed (all existing leases classified as operating leases under ASC 840 were classified as operating leases under ASC 842 on January 1, 2019 and all existing leases classified as capital leases under ASC 840 were classified as finance leases under ASC 842 on January 1, 2019).

The Company's operating leases consist of rent commitments under various leases for office space, warehouses, land and buildings at varying dates from January 2019 to December 2024. The terms of most of these leases are in the range of 3 to 7 years, with certain leases renewable for varying periods and certain leases including options to terminate the leases. While some of the Company's leases include options allowing early termination of the lease, the Company historically has not terminated its lease agreements early unless there is an economic, financial or business reason to do so. It is expected that in the normal course of business leases that expire will be renewed or replaced by leases on other similar property. Some of the Company's leases have fixed amount rent escalations or contingent rent that are recognized on a straight-line basis over the entire lease term. Material leasehold improvements and other landlord incentives are amortized over the shorter of their economic lives or the lease term, including renewal periods, if reasonably assured. Substantially all real estate taxes, insurance and maintenance expenses associated with leased facilities are obligations of the Company. The terms for most machinery and equipment leases range from 3 to 5 years.

The majority of the Company's finance leases consist of assets purchased under the Company's master leasing agreement with PNC Equipment Finance ("PNC"), and are included in machinery, office furniture and equipment and construction in process. At June 28, 2019, the Company's master leasing agreement with PNC had a maximum capacity of $20.0 million. The terms of these leases are 5 years. Amortization of these assets is included in depreciation and amortization expense.

9

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

3. SIGNIFICANT ACCOUNTING POLICIES UPDATE (CONTINUED)

Leasing - continued

At the commencement date, the right-of-use asset and lease liability are recorded to the Company's Condensed Consolidated Balance Sheets when the Company obtains control of the use of the asset. Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make payments upon entering into a lease agreement. The initial measurement of the lease liability is equal to the present value of the unpaid lease payments. Subsequent to the initial measurement, the lease liability continues to be measured at the present value of unpaid lease payments throughout the lease term. The lease liability is remeasured if the lease is modified and the modification is not accounted for as a separate contract, there is a change in the assessment of the lease term, the assessment of a purchase option exercise or the amount probable of being owed under a residual value guarantee, or a contingency is resolved resulting in some or all of the variable lease payments becoming fixed payments. The initial measurement of the right-of-use asset is equal to the total of the initial measurement of the lease liability, incremental costs to obtain the lease and prepaid lease payments, less any lease incentives received. Subsequent to the initial measurement, the right-of-use asset for a finance lease is equivalent to the initial measurement less accumulated amortization and any accumulated impairment losses. Generally, amortization of finance leases is recorded to cost of sales on a straight-line basis over the lease term. Subsequent to initial measurement, the right-of-use asset for an operating lease is equivalent to initial measurement less accumulated amortization (the difference between the straight-line lease cost for the period and the accretion of the lease liability using the effective interest method). The Company has elected not to apply the recognition requirements of ASC 842 to short-term leases (leases that, at the commencement date, have a lease term of twelve months or less and do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise) as permissible under the standard. For short-term leases, the Company recognizes lease payments on a straight-line basis and variable payments in the period in which the obligation for those payments is incurred.

Leasing contracts can be separated into lease components, non-lease components and items that are not components of the contract (items that do not transfer a good or service to the Company). Two or more contracts may be combined if at least one of which is or contains a lease entered into or near the same time with the same counterparty and consider the contracts as a single transaction if the contracts are negotiated as a package with the same objective, the amount of consideration to be paid in one contract depends on the price of performance of the other contract or the rights to use the underlying assets conveyed in the contracts are a single lease component. Lease components are considered separate if the Company can benefit from the right to use either on its own or together with other resources readily available to the Company and the right to use is not highly dependent or highly interrelated with the other rights to use the underlying assets in the contract. Consideration in the contract is allocated only to lease and non-lease components of a contract. The Company has elected the practical expedient allowing the Company to combine lease and non-lease components by class as a single lease component for its real estate leases. Nonlease components for the Company's vehicles and other equipment leases are not material.

The lease term is the noncancellable period for which a lessee has the right to use an underlying asset, including periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. For renewal options, the Company performs an assessment at commencement if it is reasonably likely to exercise the option. The assessment is based on the Company's intentions, past practices, estimates and factors that create an economic incentive for the Company. Generally, the Company is not reasonably certain to exercise the renewal option in a lease contract as it performs an assessment for most real estate leases within six months prior to termination comparing the renewal rents under the option with the fair market returns for equivalent property under similar terms and conditions. Although the Company does not historically change locations often, it is not reasonably certain the Company will exercise the renewal option; therefore, the periods covered by the renewal option are not typically included in the lease term at commencement. While some of the Company's leases include options allowing early termination of the lease, the Company historically has not terminated its lease agreements early unless there is an economic, financial or business reason to do so; therefore, the Company does not typically consider the termination option in its lease term at commencement.

Consideration in the contract is the sum of lease payments relating to the use of the underlying asset, fixed payments and other in-substance fixed payments, less any incentives received. Remeasurement of variable lease payments based on an index is only required if remeasurement is required for another reason, such as a change in lease term or change in estimates of probable payments under residual value guarantees. If remeasured, the remeasurement date becomes the new date for updating the payments based on the index.

10

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

3. SIGNIFICANT ACCOUNTING POLICIES UPDATE (CONTINUED)

Leasing - continued

The Company uses the discount rate implicit in a lease contract, if available. As most of the Company's leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. For any leases that existed prior to the adoption of the standard, the Company used the incremental borrowing rate as of January 1, 2019 based on the type of asset and term of the lease. The Company separated its real estate leases by classes of lease terms and used the incremental borrowing rate consistent with its lease term class to determine the present value of lease payments. As most of the Company's vehicles have a four-year lease term, the Company used the incremental borrowing rate consistent with a four-year lease term for all vehicles. For all other equipment leases, the Company used the incremental borrowing rate consistent with a five-year lease term as the majority of the Company's leases for other equipment have a five-year lease term.

4. DISCONTINUED OPERATIONS

In the second quarter of 2019, the Company announced that it had entered into a definitive agreement to sell its Distribution segment to affiliates of Littlejohn & Co., LLC for total cash consideration of $700.0 million subject to customary closing conditions and working capital adjustments. The agreement to sell the Distribution segment was a result of the Company's shift in strategy to be a highly focused, technologically differentiated aerospace and engineered products company. The transaction is expected to close in the third quarter of 2019, subject to customary closing conditions and the receipt of certain required consents and approvals. Upon closing, the Company anticipates entering into a transition services agreement with affiliates of Littlejohn & Co., LLC to support information technology, human resources and benefits, tax and treasury functions for six to twelve months, with the option to extend an additional year for certain services. As a result of the definitive agreement, the Distribution segment met the criteria set forth in ASC 205-20, Presentation of Financial Statements - Discontinued Operations for assets held for sale and discontinued operations.

11

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

4. DISCONTINUED OPERATIONS (CONTINUED)

The related assets and liabilities of the Distribution segment to be sold were reclassified to assets held for sale and liabilities held for sale, respectively, as of June 28, 2019 and December 31, 2018 on the Company's Condensed Consolidated Balance Sheets. The following table is a summary of the assets and liabilities held for sale:

	June 28, 2019		December 31, 2018
In thousands
Assets
Cash and cash equivalents	$	1,957	$	1,816
Accounts receivable, net	166,395		151,756
Contract assets	7,402		9,600
Inventories	168,467		163,343
Other current assets	21,043		24,746
Total assets held for sale, current portion	365,264		351,261
Property, plant and equipment, net of accumulated depreciation of $73,799 and $70,021, respectively	46,184		47,112
Operating right-of-use assets, net	67,949		—
Goodwill	149,204		149,204
Other intangible assets, net	29,321		32,440
Deferred income taxes	56		146
Other assets	243		336
Total assets held for sale	$	658,221	$	580,499
Liabilities
Accounts payable – trade	$	83,468	$	101,801
Accrued salaries and wages	13,985		13,839
Contract liabilities	32		—
Operating lease liabilities, current portion	19,877		—
Other current liabilities	18,930		15,407
Total liabilities held for sale, current portion	136,292		131,047
Deferred income taxes	15,320		13,630
Operating lease liabilities, noncurrent portion	48,351		—
Other long-term liabilities	221		1,972
Total liabilities held for sale	$	200,184	$	146,649

12

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

4. DISCONTINUED OPERATIONS (CONTINUED)

The results of operations for the Distribution segment were included in discontinued operations on the Company's Condensed Consolidated Statement of Operations. The following table provides information regarding the results of discontinued operations:

	For the Three Months Ended						For the Six Months Ended
	June 28, 2019			June 29, 2018			June 28, 2019			June 29, 2018
In thousands
Net sales of discontinued operations	$	289,863		$	289,523		$	580,817		$	573,455
Cost of sales from discontinued operations	207,574			207,321			416,264			410,326
Gross profit from discontinued operations	82,289			82,202			164,553			163,129
Selling, general and administrative expenses from discontinued operations	73,231			68,400			144,496			137,221
Restructuring costs from discontinued operations	—			150			—			150
Net loss on sale of assets from discontinued operations	4			3			8			1
Operating income from discontinued operations	$	9,054		$	13,649		$	20,049		$	25,757
Interest expense, net from discontinued operations	8			2			20			31
Other (income) expense from discontinued operations	(10		)	(3		)	(12		)	(3		)
Earnings from discontinued operations before income taxes	9,056			13,650			20,041			25,729
Income tax expense	1,979			3,334			4,661			6,317
Earnings from discontinued operations	$	7,077		$	10,316		$	15,380		$	19,412

5. RESTRUCTURING COSTS

During the third quarter of 2017, the Company initiated restructuring activities at its Aerospace segment to support the ongoing effort of improving capacity utilization and operating efficiency to better position the Company for increased profitability and growth. Such actions include workforce reductions and the consolidation of operations, beginning in the third quarter of 2017 through the planned completion of restructuring activities in 2019. The Company currently expects these actions to result in approximately $9.5 million in pre-tax restructuring and transition charges and, beginning in 2019, will result in total cost savings of approximately $4.0 million annually.

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, 2018	$	1,022		$	558		$	1,580
Provision	(15		)	196			181
Cash payments	(777		)	(378		)	(1,155		)
Changes in foreign currency exchange rates	(8		)	(15		)	(23		)
Restructuring accrual balance at June 28, 2019	$	222		$	361		$	583

⁽¹⁾ Includes costs associated with consolidation of facilities.

The above accrual balance was included in other current liabilities on the Company's Consolidated Balance Sheets. Since the announcement of these restructuring activities, restructuring expense as of June 28, 2019 was $9.1 million. For the three-month and six-month fiscal periods ended June 28, 2019, the Aerospace segment incurred $0.2 million and $0.5 million in costs, respectively, associated with the restructuring activities described above. Included in the expense for the three-month and six-month fiscal periods ended June 28, 2019 was $0.2 million and $0.3 million, respectively, of cost that relates to the write-off of inventory for various small order programs that the Company will no longer continue to manufacture as a result of the consolidation of operations. For the three-month and six-month fiscal periods ended June 29, 2018, the Aerospace segment incurred $1.5 million and $2.3 million in costs, respectively, associated with the restructuring activities described above.

13

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

5. RESTRUCTURING COSTS (CONTINUED)

Other Matters

In addition to the restructuring above, for the three-month and six-month fiscal periods ended June 29, 2018, the Aerospace segment incurred $0.3 million and $1.2 million in costs, respectively, associated with the termination of certain distributor agreements and separation costs for certain employees not covered by the restructuring activities noted above. These amounts are not included in the table above.

The Distribution segment incurred $0.1 million in separation costs for certain employees in the three-month fiscal period ended June 29, 2018, which was included in earnings from discontinued operations on the Company's Condensed Consolidated Statement of Operations. This amount is not included in the table above.

6. ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consists of the following:

	June 28, 2019			December 31, 2018
In thousands
Trade receivables	$	11,207		$	11,380
U.S. Government contracts:
Billed	21,152			38,173
Cost and accrued profit - not billed	563			780
Commercial and other government contracts
Billed	69,030			100,603
Cost and accrued profit - not billed	930			900
Less allowance for doubtful accounts	(2,083		)	(2,498		)
Accounts receivable, net(1)	$	100,799		$	149,338

⁽¹⁾ Accounts receivable, net attributable to the Distribution segment were included in assets held for sale, current portion on the Company's Condensed Consolidated Balance Sheets. See Note 4, Discontinued Operations, for further information on the Company's agreement to sell the Distribution segment.

The decrease in commercial and other government contracts - billed was primarily due to the receipts of payments related to the K-MAX® program, a JPF direct commercial sales ("DCS") contract and the Company's bearings products. The decrease in U.S. Government contracts - billed was primarily due to the receipt of payments under the Company's JPF program with the U.S. Government ("USG").

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

	June 28, 2019		December 31, 2018
In thousands
Contract changes, negotiated settlements and claims for unanticipated contract costs	$	900	$	900

7. CONTRACT ASSETS, CONTRACT COSTS AND CONTRACT LIABILITIES

Contract assets consist of unbilled amounts typically resulting from sales under long-term contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. Contract costs consist of costs to obtain and fulfill a contract. Costs to fulfill a contract primarily consist of nonrecurring engineering costs incurred at the start of a new program for which such costs are expected to be recovered under existing and future contracts. Such costs are amortized over the estimated revenue amount of the contract. Costs to obtain a contract consist of commissions and agent fees paid in connection with the award of a contract. Contract liabilities consist of advance payments and billings in excess of costs incurred and deferred revenue.

14

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

7. CONTRACT ASSETS, CONTRACT COSTS AND CONTRACT LIABILITIES (CONTINUED)

Reconciliation of Contract Balances

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

	June 28, 2019		December 31, 2018		$ Change			% Change
In thousands
Contract assets(1)	$	118,774	$	99,261	$	19,513		19.7	%
Contract costs, current portion	$	5,114	$	5,993	$	(879	)	(14.7	)%
Contract costs, noncurrent portion	$	9,187	$	10,666	$	(1,479	)	(13.9	)%
Contract liabilities, current portion(1)	$	30,707	$	28,865	$	1,842		6.4	%
Contract liabilities, noncurrent portion(1)	$	72,081	$	78,562	$	(6,481	)	(8.2	)%

⁽¹⁾ Contract assets and contract liabilities of the Distribution segment were included in assets held for sale and liabilities held for sale, respectively, on the Company's Condensed Consolidated Balance Sheets. See Note 4, Discontinued Operations, for further information on the Company's agreement to sell the Distribution segment.

Contract Assets

The increase in contract assets was primarily due to the recognition of revenue related to the satisfaction or partial satisfaction of performance obligations during the six-month fiscal period ended June 28, 2019. This increase was primarily related to work performed and not yet billed on the JPF program with the USG, and certain metallic structures programs, partially offset by amounts billed on the SH-2G program with Peru. There were no significant impairment losses related to the Company's contract assets during the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018.

Contract assets includes amounts for matters such as contract changes, negotiated settlements and claims for unanticipated contract costs. These amounts are as follows:

	June 28, 2019		December 31, 2018
In thousands
Contract changes, negotiated settlements and claims for unanticipated contract costs	$	3,574	$	2,909

Contract Costs

At June 28, 2019, costs to fulfill a contract and costs to obtain a contract were $6.3 million and $8.0 million, respectively. At December 31, 2018, costs to fulfill a contract and costs to obtain a contract were $8.9 million and $7.8 million, respectively. These amounts are included in contract costs, current portion and contract costs, noncurrent portion on the Company's Condensed Consolidated Balance Sheets at June 28, 2019 and December 31, 2018.

The decrease in contract costs, current portion was primarily attributable to the amortization of contract costs, partially offset by the reclassification of a portion of costs to obtain a JPF DCS contract and costs to fulfill certain metallic structures programs from contract costs, noncurrent portion. For the three-month and six-month fiscal periods ended June 28, 2019, amortization of contract costs was $2.0 million and $3.0 million, respectively. For the three-month and six-month fiscal periods ended June 29, 2018, amortization of contract costs was $1.0 million and $1.7 million, respectively.

The decrease in contract costs, noncurrent portion was due to the reclassification of a portion of costs to obtain a JPF DCS contract and costs to fulfill certain metallic structures programs to contract costs, current portion.

15

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

7. CONTRACT ASSETS, CONTRACT COSTS AND CONTRACT LIABILITIES (CONTINUED)

Contract Liabilities

The increase in contract liabilities, current portion was primarily due to the reclassification of a portion of the advance payments received for a JPF DCS contract from contract liabilities, noncurrent portion and an advance payment received on the K-MAX® program, partially offset by revenue recognized on the K-MAX® program and a JPF DCS contract. For the three-month and six-month fiscal periods ended June 28, 2019, revenue recognized related to contract liabilities, current portion was $6.0 million and $14.0 million, respectively. For the three-month and six-month fiscal periods ended June 29, 2018, revenue recognized related to contract liabilities, current portion was $1.4 million and $6.4 million, respectively.

The decrease in contract liabilities, noncurrent portion was due to the reclassification of a portion of the advance payments received for a JPF DCS contract to contract liabilities, current portion. For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018, the Company did not recognize revenue against contract liabilities, noncurrent portion.

8. 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:

	June 28, 2019				December 31, 2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
In thousands
Debt (1)	$	312,796	$	361,886	$	299,124	$	325,251

⁽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.

Recurring Fair Value Measurements

The Company holds derivative instruments for foreign exchange contracts 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 June 28, 2019 and December 31, 2018, the derivative instruments were included in other current liabilities on the 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.

16

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

8. FAIR VALUE MEASUREMENTS (CONTINUED)

Recurring Fair Value Measurements - continued

The Company evaluated the credit risk associated with the counterparties to these derivative instruments and determined that as of June 28, 2019, such credit risks have not had an adverse impact on the fair value of these instruments.

9. 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 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.

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 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 June 28, 2019 and December 31, 2018. 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 June 28, 2019 and June 29, 2018.

10. INVENTORIES

Inventories consist of the following:

	June 28, 2019		December 31, 2018
In thousands
Raw materials	$	15,409	$	15,939
Contracts and other work in process (including certain general stock materials)	124,049		96,667
Finished goods	23,548		18,963
Inventories(1)	$	163,006	$	131,569

⁽¹⁾ Inventories of the Distribution segment were included in assets held for sale, current portion on the Company's Condensed Consolidated Balance Sheets. See Note 4, Discontinued Operations, for further information on the Company's agreement to sell the Distribution segment.

The increase in contracts and other work in process (including certain general stock materials) for the six-month fiscal period ended June 28, 2019 was primarily attributable to work performed on the JPF DCS program, K-MAX® program and bearings products.

Inventories include amounts associated with matters such as contract changes, negotiated settlements and claims for unanticipated contract costs. These amounts are as follows:

	June 28, 2019		December 31, 2018
In thousands
Contract changes, negotiated settlements and claims for unanticipated contract costs	$	396	$	508

17

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

10. INVENTORIES (CONTINUED)

At June 28, 2019 and December 31, 2018, $42.4 million and $34.7 million, respectively, of K-MAX® inventory, including inventory associated with the new build aircraft, 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 $22.4 million of the K-MAX® inventory will be sold after June 28, 2020, based upon the anticipation of additional aircraft manufacturing and supporting the fleet for the foreseeable future.

At June 28, 2019 and December 31, 2018, $5.2 million and $5.4 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 $5.0 million of the SH-2G(I) inventory will be sold after June 28, 2020. This balance represents spares requirements and inventory to be used on SH-2G programs.

11. UNFULFILLED PERFORMANCE OBLIGATIONS

Unfulfilled performance obligations ("backlog") represents the transaction price of firm orders for which work has not been performed and excludes unexercised contract options and potential orders under ordering-type contracts. As of June 28, 2019, the aggregate amount of the transaction price allocated to backlog for continuing operations was $843.8 million. The Company expects to recognize revenue on approximately $513.5 million of this amount over the next 12 months, with the remaining amount to be recognized thereafter. At December 31, 2018, the aggregate amount of the transaction price allocated to backlog for continuing operations was $851.8 million.

12. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill

The following table sets forth the change in the carrying amount of goodwill for continuing operations:

In thousands
Gross balance at December 31, 2018	$	212,413
Accumulated impairment	(16,252		)
Net balance at December 31, 2018	196,161
Additions	—
Impairments	—
Foreign currency translation	(829		)
Ending balance at June 28, 2019(1)	$	195,332

⁽¹⁾ Goodwill of the Distribution segment was included in assets held for sale, noncurrent portion on the Company's Condensed Consolidated Balance Sheets. See Note 4, Discontinued Operations, for further information on the Company's agreement to sell the Distribution segment.

18

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

12. GOODWILL AND OTHER INTANGIBLE ASSETS, NET (CONTINUED)

Other Intangibles

Other intangible assets consisted of:

		At June 28,					At December 31,
		2019					2018
	Amortization Period	Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
In thousands
Customer lists / relationships	6-26 years	$	57,079	$	(20,021	)	$	57,263	$	(18,587	)
Developed technologies	10-20 years	19,661		(4,616		)	19,729		(3,998		)
Trademarks / trade names	15-17 years	5,076		(1,216		)	5,117		(1,055		)
Non-compete agreements and other	1-15 years	2,335		(2,317		)	2,350		(2,330		)
Patents	17 years	523		(450		)	523		(445		)
Total(1)		$	84,674	$	(28,620	)	$	84,982	$	(26,415	)

⁽¹⁾ Other intangible assets of the Distribution segment were included in assets held for sale, noncurrent portion on the Company's Condensed Consolidated Balance Sheets. See Note 4, Discontinued Operations, for further information on the Company's agreement to sell the Distribution segment.

13. PENSION PLANS

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

	For the Three Months Ended
	Qualified Pension Plan						SERP
	June 28, 2019			June 29, 2018			June 28, 2019		June 29, 2018
In thousands
Service cost	$	1,275		$	1,224		$	—	$	—
Interest cost on projected benefit obligation	6,605			5,951			59		63
Expected return on plan assets	(10,640		)	(11,960		)	—		—
Amortization of net loss	3,815			2,843			61		64
Net pension cost (income)	$	1,055		$	(1,942	)	$	120	$	127

	For the Six Months Ended
	Qualified Pension Plan						SERP
	June 28, 2019			June 29, 2018			June 28, 2019		June 29, 2018
In thousands
Service cost	$	2,550		$	2,448		$	—	$	—
Interest cost on projected benefit obligation	13,211			11,902			118		117
Expected return on plan assets	(21,280		)	(23,920		)	—		—
Amortization of net loss	7,630			5,686			122		147
Net pension cost (income)	$	2,111		$	(3,884	)	$	240	$	264

19

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

13. PENSION PLANS (CONTINUED)

During the six-month fiscal period ended June 28, 2019, the Company contributed $0.3 million to the SERP and plans to contribute an additional $0.2 million to the SERP in 2019. The Company does not anticipate making any contributions to the qualified pension plan in 2019. For the 2018 plan year, the Company contributed $30.0 million to the qualified pension plan and $0.9 million to the SERP.

14. 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 has maintained its accrual at $0.3 million as of June 28, 2019. 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 substantially 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 $1.6 million. At June 28, 2019, the Company had $0.7 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.

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 ("CTDEP"). 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 $14.0 million. At June 28, 2019, the Company had $2.2 million accrued for these environmental remediation activities. A portion ($0.3 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.

20

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

14. COMMITMENTS AND CONTINGENCIES (CONTINUED)

Rimpar Property

In connection with the Company's purchase of GRW, the Company assumed responsibility for the environmental remediation at the Rimpar, Germany facility. In 2016, the Company completed an assessment which determined the estimated remediation liability was $0.5 million. The total amount paid to date in connection with these environmental remediation activities is $0.2 million. The balance ($0.3 million) of the accrual related to this property is included in other current 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.

Aerospace Claim Matter

In October 2017, the Company received a letter from its customer seeking to recover $12.4 million associated with the rework of certain aerostructures components previously delivered by the Company and related costs incurred by the customer; however, the Company estimated the cost to rework these aerostructure components was $0.2 million. During April 2019, the Company and the customer reached an agreement to settle the matter for $0.2 million, which was paid subsequent to the second quarter of 2019.

Offset Agreement

During January 2018, the Company entered into an offset agreement as a condition to obtaining orders from a foreign customer for the Company's JPF product. This agreement is 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. The offset agreement 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. This agreement 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 June 28, 2019, the offset agreement had an outstanding notional value of approximately $194.0 million, which is equal to sixty percent of the contract value of $324.0 million as defined by the agreement between the customer and the Company. The amount ultimately applied against the offset agreement is based on negotiations with the customer and may require cash outlays that represent only a fraction of the notional value in the offset agreement.

The Company continues to work with the customer to further define the requirements to satisfy the offset agreement. The satisfaction of the offset requirements will be determined by the customer and is expected to occur over a seven-year period. In the event the offset requirements of the contract are not met, the Company could be liable for potential penalties up to $16.5 million payable to the customer. The Company has not recognized any revenue associated with this contract and has considered the potential penalties of $16.5 million as a reduction to the transaction price in its determination of the value of the remaining performance obligations within this contract.

Employee-Related Tax Matter

During 2018, the Company identified certain individuals at one of its foreign subsidiaries who were potentially misclassified as self-employed persons performing services for the subsidiary, as opposed to being classified as employees of the subsidiary. The Company investigated the misclassification of these individuals and the potential liability for any associated social contributions, interest and fines and/or penalties as a result of the misclassification. Following the internal investigation, the foreign subsidiary made a voluntary disclosure of the matter to the appropriate legal and regulatory authorities. The Company has accrued $2.5 million, which represents the Company's best estimate of potentially unpaid social security contributions, related interest and possible penalties. 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.

21

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued

For the three-month and six-month fiscal periods ended June 28, 2019 and June 29, 2018

(Unaudited)

15. LEASES

The Company's operating leases consist of rent commitments under various leases for office space, warehouses, land and buildings at varying dates from January 2019 to December 2024. The terms of most of these leases are in the range of 3 to 7 years, with certain leases renewable for varying periods. It is expected that in the normal course of business leases that expire will be renewed or replaced by leases on other similar property. Some the Company's lease obligations have rent escalations or contingent rent that are recognized on a straight-line basis over the entire lease term. Material leasehold improvements and other landlord incentives are amortized over the shorter of their economic lives or the lease term, including renewal periods, if reasonably assured. Substantially all real estate taxes, insurance and maintenance expenses associated with leased facilities are obligations of the Company. The terms for most machinery and equipment leases range from