<PAGE> 1
Filed Pursuant to Rule 424 (b)(3) of the
Rules and Regulations Under the
Securities Act of 1933
Registration Statement No. 333-40977
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 7, 1999)
$185,000,000
K & F Industries, Inc.
9 1/4% Senior Subordinated Notes Due 2007
This Prospectus Supplement, together with Prospectus, is to be used by
Lehman Brothers in connection with offers and sales of the above-referenced
securities in market-making transactions at negotiated prices related to
prevailing market prices at the time of sale. Lehman Brothers may act as
principal or agent in such transactions.
May 14, 1999
<PAGE> 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 33-29035
K & F Industries, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 34-1614845
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
600 Third Avenue, New York, New York 10016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (212) 297-0900
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 [X] No
----- -----
As of May 1, 1999, there were 740,398 shares of common stock outstanding.
<PAGE> 3
PART I. FINANCIAL INFORMATION
K & F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------- -------------
<S> <C> <C>
ASSETS:
Current Assets:
Cash and cash equivalents $ 3,577,000 $ 6,844,000
Accounts receivable, net 46,735,000 35,990,000
Inventory 72,655,000 70,296,000
Other current assets 887,000 673,000
------------- -------------
Total current assets 123,854,000 113,803,000
------------- -------------
Property, plant and equipment 159,038,000 155,867,000
Less, accumulated depreciation and amortization 82,788,000 80,587,000
------------- -------------
76,250,000 75,280,000
------------- -------------
Prepaid pension cost 13,807,000 13,807,000
Deferred charges, net of amortization 25,054,000 25,631,000
Cost in excess of net assets acquired, net of
amortization 177,174,000 179,700,000
Intangible assets, net of amortization 11,500,000 11,878,000
------------- -------------
$ 427,639,000 $ 420,099,000
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
Current Liabilities:
Accounts payable, trade $ 16,075,000 $ 15,328,000
Current portion of senior term loans 1,500,000 8,000,000
Interest payable 9,901,000 5,133,000
Other current liabilities 50,643,000 46,503,000
------------- -------------
Total current liabilities 78,119,000 74,964,000
------------- -------------
Postretirement benefit obligation other
than pensions 75,956,000 75,956,000
Other long-term liabilities 8,214,000 7,664,000
Senior revolving loan 12,000,000 --
Senior term loan A 48,750,000 48,875,000
Senior term loan B 222,500,000 243,250,000
9 1/4% senior subordinated notes due 2007 185,000,000 185,000,000
Stockholders' Deficiency:
Common stock, $.01 par value - authorized,
1,000,000 shares; issued and
outstanding, 740,398 shares 7,000 7,000
Additional paid-in capital (63,259,000) (63,259,000)
Deficit (139,846,000) (152,616,000)
Accumulated other comprehensive income 198,000 258,000
------------- -------------
Total stockholders' deficiency (202,900,000) (215,610,000)
------------- -------------
$ 427,639,000 $ 420,099,000
============= =============
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 4
K & F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------
March 31, March 31,
1999 1998
------------ ------------
<S> <C> <C>
Sales $ 88,831,000 $ 82,388,000
Costs and expenses 62,308,000 64,387,000
Amortization 2,164,000 2,570,000
------------ ------------
Operating income 24,359,000 15,431,000
Interest and investment income 57,000 79,000
Interest expense (10,335,000) (11,471,000)
------------ ------------
Income before income taxes 14,081,000 4,039,000
Income tax provision (1,311,000) (500,000)
------------ ------------
Net income $ 12,770,000 $ 3,539,000
============ ============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 5
K & F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------
March 31, March 31,
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 12,770,000 $ 3,539,000
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 4,595,000 4,971,000
Non-cash interest expense - amortization
of deferred financing charges 459,000 483,000
Deferred income taxes 999,000 388,000
Changes in assets and liabilities:
Accounts receivable, net (10,768,000) (821,000)
Inventory (2,396,000) (5,612,000)
Other current assets (214,000) 253,000
Accounts payable, interest payable, and
other current liabilities 9,655,000 6,559,000
Other long-term liabilities 550,000 (127,000)
------------ ------------
Net cash provided by operating
activities 15,650,000 9,633,000
------------ ------------
Cash flows from investing activities:
Capital expenditures (3,401,000) (695,000)
Deferred charges (141,000) (62,000)
------------ ------------
Net cash used in investing activities (3,542,000) (757,000)
------------ ------------
Cash flows from financing activities:
Payments of senior revolving loan (13,000,000) (11,000,000)
Payments of senior term loans (27,375,000) (375,000)
Borrowings under senior revolving loan 25,000,000 --
Proceeds from sale and leaseback transaction -- 556,000
------------ ------------
Net cash used by financing activities (15,375,000) (10,819,000)
------------ ------------
Net decrease in cash and cash equivalents (3,267,000) (1,943,000)
Cash and cash equivalents, beginning of
period 6,844,000 4,707,000
------------ ------------
Cash and cash equivalents, end of period $ 3,577,000 $ 2,764,000
============ ============
Supplemental cash flow information:
Interest paid during period $ 5,108,000 $ 5,547,000
============ ============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 6
K & F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The accompanying unaudited consolidated financial statements have been
prepared by K & F Industries, Inc. and Subsidiaries (the "Company")
pursuant to the rules of the Securities and Exchange Commission ("SEC")
and, in the opinion of the Company, include all adjustments (consisting
of normal recurring accruals) necessary for a fair presentation of
financial position, results of operations and cash flows. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such SEC rules.
The Company believes that the disclosures made are adequate to make the
information presented not misleading. The consolidated statement of
operations for the three months ended March 31, 1999 is not necessarily
indicative of the results to be expected for the full year. It is
suggested that these financial statements be read in conjunction with
the audited financial statements and notes thereto included in the
Company's December 31, 1998 Annual Report on Form 10-K.
2. Receivables are summarized as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Accounts receivable, principally
from commercial customers $ 43,063,000 $ 32,434,000
Accounts receivable, on U. S
Government and other long-term
contracts 3,917,000 3,803,000
Allowances (245,000) (247,000)
------------ ------------
$ 46,735,000 $ 35,990,000
============ ============
</TABLE>
3. Inventory consists of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------- -----------
<S> <C> <C>
Raw materials and work-in-process $45,686,000 $46,245,000
Finished goods 17,368,000 14,364,000
Inventoried costs related to U.S.
Government and other long-term
contracts 9,601,000 9,687,000
----------- -----------
$72,655,000 $70,296,000
=========== ===========
</TABLE>
The Company customarily sells original wheel and brake equipment below
cost as an investment in a new airframe which is expected to be
recovered through the subsequent sale of replacement parts. These
commercial investments (losses) are recognized when original equipment
is shipped. Losses on U.S. Government contracts are immediately
recognized in full when determinable.
5
<PAGE> 7
K & F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Inventory is stated at average cost, not in excess of net realizable
value. In accordance with industry practice, inventoried costs may
contain amounts relating to contracts with long production cycles, a
portion of which will not be realized within one year.
4. Other current liabilities consist of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------- -----------
<S> <C> <C>
Accrued payroll costs $18,455,000 $17,448,000
Accrued taxes 7,900,000 6,864,000
Accrued costs on long-term contracts 2,531,000 2,342,000
Accrued warranty costs 9,262,000 8,165,000
Customer credits 3,111,000 2,777,000
Postretirement benefit obligation other
than pensions 3,000,000 3,000,000
Other 6,384,000 5,907,000
----------- -----------
$50,643,000 $46,503,000
=========== ===========
</TABLE>
5. Contingencies
There are various lawsuits and claims pending against the Company
incidental to its business. Although the final results in such suits
and proceedings cannot be predicted with certainty, in the opinion of
the Company's management, the ultimate liability, if any, will not have
a material adverse effect on the Company's financial position, results
of operations or cash flows.
6. Comprehensive Income
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------
March 31, March 31,
1999 1998
------------ ------------
<S> <C> <C>
Net income $ 12,770,000 $ 3,539,000
Other comprehensive income:
Cumulative translation adjustments (60,000) (123,000)
------------ ------------
Comprehensive income $ 12,710,000 $ 3,416,000
============ ============
</TABLE>
6
<PAGE> 8
K & F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. Segments
The following represents financial information about the Company's
segments:
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------
March 31, March 31,
1999 1998
------------ ------------
<S> <C> <C>
Sales:
Aircraft Braking Systems $ 77,852,000 $ 73,986,000
Engineered Fabrics 10,979,000 8,402,000
------------ ------------
$ 88,831,000 $ 82,388,000
============ ============
Earnings Before Interest, Taxes,
Depreciation and Amortization:
Aircraft Braking Systems $ 27,086,000 $ 19,545,000
Engineered Fabrics 1,868,000 857,000
------------ ------------
$ 28,954,000 $ 20,402,000
============ ============
Operating Profits:
Aircraft Braking Systems $ 23,002,000 $ 15,080,000
Engineered Fabrics 1,357,000 351,000
------------ ------------
Operating income 24,359,000 15,431,000
Interest expense, net (10,278,000) (11,392,000)
------------ ------------
Income before income taxes $ 14,081,000 $ 4,039,000
============ ============
</TABLE>
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Total Assets:
Aircraft Braking Systems $359,524,000 $352,057,000
Engineered Fabrics 58,240,000 57,773,000
------------ ------------
$417,764,000 $409,830,000
============ ============
</TABLE>
7
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
Comparison of Results of Operations for the Three Months Ended March 31, 1999
and March 31, 1998
Sales for the three months ended March 31, 1999 totaled $88,831,000, reflecting
an increase of $6,443,000, or 7.8%, compared with $82,388,000 for the same
period in the prior year. This increase was due to higher commercial transport
and general aviation sales of $5,586,000, primarily for wheels and brakes on the
DC-10, MD-80, Fokker 100 and A-321 programs, partially offset by lower sales on
the MD-90 program. Military sales were also higher by $857,000 primarily for
aircraft fuel tanks.
Operating income increased by $8,928,000 to $24,359,000, or 27.4% of sales for
the three months ended March 31, 1999, compared with $15,431,000, or 18.7% of
sales for the same period in the prior year. The operating margins increased
primarily because we invested less in original equipment for airframe
manufacturers (at or below the cost of production) and because of the overhead
absorption effect relating to the higher sales volume.
Interest expense, net decreased by $1,114,000 for the three months ended March
31, 1999 compared with the same period in the prior year. This decrease is due
to a lower average debt balance and lower interest rates on the Company's
variable rate indebtedness.
The Company's effective tax rates of 9.3% and 12.4% for the three months ended
March 31, 1999 and 1998, respectively, differ from the statutory rate of 35% due
to a net decrease in the valuation allowance in both years. The decrease in the
effective rate in 1999 is primarily due to the net change in the valuation
allowance.
Liquidity and Financial Condition
The Company expects that its principal use of funds for the next several years
will be to fund capital expenditures, to make investments in new airframes and
to pay interest and principal on indebtedness. The Company's primary source of
funds for conducting its business activities and servicing its indebtedness has
been cash generated from operations and borrowings under its revolving credit
facility. At March 31, 1999, the Company had $31.2 million available to borrow
under its $50 million revolving credit facility.
Cash Flows
During the three months ended March 31, 1999, cash provided by operating
activities amounted to $15,650,000 and reflected $28,954,000 of earnings before
interest, taxes, depreciation and amortization ("EBITDA"), decreases in other
working capital of $4,418,000, increases in long-term liabilities of $550,000,
partially offset by increases in accounts receivable of $10,768,000 (primarily
due to higher sales volume and timing of collections), inventory of $2,396,000
and interest payments of $5,108,000. During the three months ended March 31,
1998, cash provided by operating activities amounted to $9,633,000 and reflected
$20,402,000 of EBITDA, decreases in other working capital of $1,338,000,
partially offset by increases in accounts receivable of $821,000, inventory of
$5,612,000, decreases in long-term liabilities of $127,000 and interest payments
of $5,547,000.
8
<PAGE> 10
During the three months ended March 31, 1999 and 1998, net cash used in
investing activities amounted to $3,542,000 and $757,000, respectively. These
expenditures were primarily for capital expenditures. The increase in 1999
relates to the timing of purchases.
During the three months ended March 31, 1999, net cash used by financing
activities amounted to $15,375,000 due to the repayment of indebtedness. During
the three months ended March 31, 1998, net cash used by financing activities
amounted to $10,819,000 due to the repayment of indebtedness of $11,375,00,
partially offset by $556,000 of proceeds received from a sale and leaseback
transaction.
Year 2000 Issue
The Company and its operating subsidiaries, assisted by outside consultants,
have conducted a review of their computer systems to identify areas that are
affected by the "Year 2000" issue, i.e., the issue of computer programs and
embedded computer chips being unable to distinguish between the year 1900 and
the year 2000. Each subsidiary has a project team and a plan for Year 2000
readiness. The Company has assessed and inventoried internal systems, including
personal computers and network hardware and software, engineering and technical
systems, plant equipment and facilities. Management believes that substantially
all systems are already, or shortly will be, without material expense, Year 2000
compliant.
Procedures are on-going to test whether the Company's and each subsidiary's
systems are Year 2000 compliant, and whether the Company's plans and activities
are sufficient to address and correct system or other problems that might arise
because of the Year 2000. Modification or replacement of affected systems has
been and continues to be made as required. Except for certain anti-skid systems,
which are compliant, the Company's products do not have embedded systems and
thus are not susceptible to the Year 2000 issue in their operation.
Based upon the accomplishments to date, no contingency plans at Aircraft Braking
or at Engineered Fabrics are expected to be needed. The Company estimates the
cost of its Year 2000 compliance plans at Aircraft Braking Systems and at
Engineered Fabrics will not exceed $700,000, of which approximately $500,000 has
been expended as of March 31, 1999. The costs of all Year 2000 related expenses
are paid from funds generated from operations.
An unexpected Year 2000 problem could result in an interruption of normal
business activities or operations. A possible worst case scenario for us would
be if the public utilities or telecommunications carriers' systems failed, or if
critical suppliers failed to properly address their Year 2000 issues and did not
supply us with service or materials. There can be no assurance that third
parties will address Year 2000 issues and meet their remediation goals. The
Company has no contingency plans in the event that major business partners, such
as suppliers, fail to remediate critical Year 2000 issues or essential services,
such as power, are interrupted. However, based on the expected completion of its
Year 2000 projects on time at both subsidiaries, and assuming the preparedness
of others, the Company believes that a significant interruption will not be
encountered.
Assessment of Year 2000 risk has included and will continue to include surveying
suppliers and other third parties about their readiness. The Company is
attempting to obtain Year 2000 assurances and to monitor the remediation efforts
of critical vendors and customers. No significant customer, vendor, service
provider or other third party has advised yet of a specific Year 2000 problem
that it does not expect to have remedied on time.
9
<PAGE> 11
Statements made relating to Year 2000 issues, and to the Company's particular
Year 2000 circumstances, are forward looking and are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. Such
statements involve risks and uncertainties which may cause the Company's plans
regarding and assessments of Year 2000 issues to be adversely impacted, such
that the Company's state of readiness, anticipated costs to address Year 2000
issues and contingency plans will differ materially from those set forth above.
Risks and uncertainties include that key suppliers of raw materials and others
with whom the Company does business, will not meet their Year 2000 obligations,
and that events or expenses, unforeseen or not quantifiable at this time, may
arise which cause the Company's compliance program or any contingency plan to be
delayed or to increase in cost in material respect. In addition, Year 2000
issues are global, and may be affected by economic, governmental, technological
and other factors beyond the control of businesses such as the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has approximately $470 million of total debt outstanding at March
31, 1999. Of this amount, $185 million is borrowed at a fixed rate of 9 1/4% and
the balance is borrowed under our credit facility. The interest rate for
borrowings under the credit facility varies with LIBOR or the prime rate at the
Company's option.
As a requirement of the credit facility, the Company entered into an interest
rate swap agreement to reduce the impact of potential increases in interest
rates. The interest rate swap agreement fixes the Company's LIBOR borrowing rate
at 5.95% on $133.5 million at March 31, 1999 and matures on December 17, 2001
with an option for the counterparty to extend the agreement to December 17,
2003. Therefore, the Company has effectively fixed the interest rate on $318.5
million of its indebtedness (including $185 million of 9 1/4% Senior
Subordinated Notes and the notional amount under the swap agreement) at March
31, 1999. Given that approximately 68% of the Company's borrowings are at fixed
interest rates, a change in rates of 10% would not have a significant impact on
fair values, cash flows or earnings. The Company has no other derivative
financial instruments.
10
<PAGE> 12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None
(b) Reports on Form 8-K.
There were no reports on Form 8-K for the three months ended March 31,
1999.
11
<PAGE> 13
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.
K & F INDUSTRIES, INC.
Registrant
/s/ DIRKSON R. CHARLES
--------------------------
Dirkson R. Charles
Chief Financial Officer
and
Registrant's Authorized
Officer
Dated: May 14, 1999
12
