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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 June 30, 2003
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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of July 30, 2003, there were 740,398 shares of common stock outstanding.
K & F INDUSTRIES, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
INDEX
Page
----
Part 1. Consolidated Financial Information
Item 1. Consolidated Financial Statements (Unaudited)
a) Consolidated Balance Sheets
as of June 30, 2003 and December 31, 2002 3
b) Consolidated Statements of Operations
for the six months ended June 30, 2003
and 2002 4
c) Consolidated Statements of Operations
for the three months ended June 30, 2003
and 2002 5
d) Consolidated Statements of Cash Flows
for the six months ended June 30, 2003
and 2002 6
e) Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 16
Item 4. Controls and Procedures 16
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 18
Signatures 19
PART I. FINANCIAL INFORMATION
K & F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, December 31,
2003 2002
------------- -------------
ASSETS:
Current Assets:
Cash and cash equivalents $ 28,248,000 $ 22,735,000
Accounts receivable, net 35,765,000 38,228,000
Inventory 59,362,000 52,006,000
Other current assets 1,294,000 1,353,000
Income taxes receivable -- 2,609,000
------------- -------------
Total current assets 124,669,000 116,931,000
------------- -------------
Property, plant and equipment 171,959,000 171,374,000
Less, accumulated depreciation and amortization 108,813,000 105,326,000
------------- -------------
63,146,000 66,048,000
------------- -------------
Deferred charges, net of amortization 53,638,000 54,195,000
Intangible assets, net of amortization 17,249,000 17,860,000
Goodwill 167,011,000 167,011,000
------------- -------------
$ 425,713,000 $ 422,045,000
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
Current Liabilities:
Accounts payable, trade $ 13,148,000 $ 15,081,000
Interest payable 4,568,000 4,367,000
Other current liabilities 51,584,000 61,936,000
------------- -------------
Total current liabilities 69,300,000 81,384,000
------------- -------------
Minimum pension liability 19,819,000 19,819,000
Deferred income taxes 15,367,000 16,767,000
Postretirement benefit obligation other
than pensions 82,857,000 81,307,000
Other long-term liabilities 19,546,000 15,424,000
9 1/4% senior subordinated notes due 2007 185,000,000 185,000,000
9 5/8% senior subordinated notes due 2010 250,000,000 250,000,000
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 (263,259,000) (263,259,000)
Retained earnings 74,755,000 63,406,000
Accumulated other comprehensive loss (27,679,000) (27,810,000)
------------- -------------
Total stockholders' deficiency (216,176,000) (227,656,000)
------------- -------------
$ 425,713,000 $ 422,045,000
============= =============
See notes to consolidated financial statements.
3
K & F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ended
------------------------------
June 30, June 30,
2003 2002
------------- -------------
Sales $ 160,021,000 $ 158,769,000
Costs and expenses 120,250,000 117,000,000
Amortization 2,099,000 1,926,000
------------- -------------
Operating income 37,672,000 39,843,000
Interest and investment income 227,000 35,000
Interest expense (21,934,000) (12,880,000)
------------- -------------
Income before income taxes 15,965,000 26,998,000
Income tax provision (4,616,000) (11,340,000)
------------- -------------
Net income $ 11,349,000 $ 15,658,000
============= =============
See notes to consolidated financial statements.
4
K & F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
---------------------------------
June 30, June 30,
2003 2002
--------------- ---------------
Sales $ 77,946,000 $ 80,662,000
Costs and expenses 60,362,000 59,100,000
Amortization 1,059,000 1,003,000
--------------- ---------------
Operating income 16,525,000 20,559,000
Interest and investment income 142,000 15,000
Interest expense (10,851,000) (7,433,000)
--------------- ---------------
Income before income taxes 5,816,000 13,141,000
Income tax provision (1,883,000) (5,520,000)
--------------- ---------------
Net income $ 3,933,000 $ 7,621,000
=============== ===============
See notes to consolidated financial statements.
5
K & F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
-------------------------------
June 30, June 30,
2003 2002
-------------- --------------
Cash flows from operating activities:
Net income $ 11,349,000 $ 15,658,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 6,038,000 5,926,000
Non-cash interest expense - amortization
of deferred financing charges 1,069,000 804,000
Non-cash interest income - change in fair
market value of interest rate swap (1,615,000) (204,000)
Deferred income taxes 1,209,000 7,732,000
Changes in assets and liabilities:
Accounts receivable, net 2,482,000 4,658,000
Inventory (7,336,000) (1,965,000)
Other current assets 59,000 (107,000)
Accounts payable, interest payable and
other current liabilities (10,377,000) (4,025,000)
Postretirement benefit obligation other
than pensions 1,550,000 --
Other long-term liabilities 4,122,000 (394,000)
-------------- --------------
Net cash provided by operating
activities 8,550,000 28,083,000
-------------- --------------
Cash flows from investing activities:
Capital expenditures (1,037,000) (1,118,000)
Deferred charges (2,000,000) (7,000,000)
-------------- --------------
Net cash used in investing activities (3,037,000) (8,118,000)
-------------- --------------
Cash flows from financing activities:
Payments of senior revolving loan -- (15,000,000)
Payments of senior term loans -- (38,750,000)
Borrowings under senior revolving loan -- 34,000,000
-------------- --------------
Net cash used in financing activities -- (19,750,000)
-------------- --------------
Net increase in cash and cash equivalents 5,513,000 215,000
Cash and cash equivalents, beginning of
period 22,735,000 5,136,000
-------------- --------------
Cash and cash equivalents, end of period $ 28,248,000 $ 5,351,000
============== ==============
Supplemental cash flow information:
Interest paid during period $ 22,279,000 $ 12,301,000
============== ==============
Income taxes paid during the period $ 3,117,000 $ 3,438,000
============== ==============
See notes to consolidated financial statements.
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 statements of
operations for the three and six months ended June 30, 2003 are 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, 2002 Annual Report on Form 10-K.
2. Accounting Changes and Pronouncements
Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 requires that goodwill no longer be amortized,
but instead be tested for impairment at least annually. SFAS No. 142
also requires that any recognized intangible asset determined to have
an indefinite useful life not be amortized, but instead be tested for
impairment in accordance with this standard until its life is
determined to no longer be indefinite. The Company adopted SFAS No. 142
on January 1, 2002, at which time amortization of goodwill ceased. The
impairment analysis did not result in an impairment charge upon
adoption or in any subsequent periods.
There was no change in the carrying amount of goodwill during the three
and six months ended June 30, 2003. Goodwill at June 30, 2003 allocated
to the Company's segments, Aircraft Braking Systems and Engineered
Fabrics, was $135,683,000 and $31,328,000, respectively.
Effective January 1, 2003, the Company adopted SFAS No. 145,
"Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections as of April 2002." SFAS No.
145 rescinds Statement of Financial Accounting Standards No. 4,
"Reporting Gains and Losses from Extinguishment of Debt," and an
amendment of that Statement, SFAS No. 64, "Extinguishments of Debt Made
to Satisfy Sinking-Fund Requirements." SFAS No. 145 also rescinds SFAS
No. 44, "Accounting for Intangible Assets of Motor Carriers." SFAS No.
145 amends SFAS No. 13, "Accounting for Leases," to eliminate an
inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease
modifications that have economic effects that are similar to
sale-leaseback transactions. SFAS No. 145 also amends other existing
authoritative pronouncements to make various technical corrections,
clarify meanings or describe their applicability under changed
conditions. The adoption of this standard did not have a material
impact on the Company's consolidated financial position, results of
operations or cash flows.
7
K & F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Effective January 1, 2003, the Company adopted SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities."
SFAS No. 146 replaces Emerging Issues Task Force Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (Including Certain Cost Incurred in a
Restructuring)." This Statement requires companies to recognize costs
associated with exit or disposal activities when they are incurred
rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination
costs and certain employee severance costs that are associated with a
restructuring, discontinued operation, plant closing, or other exit or
disposal activity. SFAS No. 146 is to be applied prospectively to exit
or disposal activities initiated after December 31, 2002. The adoption
of this standard did not have an impact on the Company's consolidated
financial position, results of operations or cash flows.
In November 2002, the FASB issued Interpretation ("FIN") No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others," which expands
previously issued accounting guidance and disclosure requirements for
certain guarantees. FIN No. 45 requires the Company to recognize an
initial liability for the fair value of an obligation assumed by
issuing a guarantee. The provision for initial recognition and
measurement of the liability will be applied on a prospective basis to
guarantees issued or modified after December 31, 2002. The Company
adopted the disclosure provisions of FIN No. 45 as of December 31,
2002. In 2003, the Company adopted the initial recognition and initial
measurement provisions of FIN No. 45. The Company does not provide
guarantees for performance of third parties, and therefore, there was
no impact on the Company's consolidated financial position, results of
operations or cash flows.
3. Receivables are summarized as follows:
June 30, December 31,
2003 2002
-------------- --------------
Accounts receivable, principally
from commercial customers $ 30,676,000 $ 36,027,000
Accounts receivable, on U. S
Government and other long-term
contracts 6,121,000 3,257,000
Allowances (1,032,000) (1,056,000)
-------------- --------------
$ 35,765,000 $ 38,228,000
============== ==============
8
K & F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. Inventory consists of the following:
June 30, December 31,
2003 2002
-------------- --------------
Raw materials and work-in-process $ 28,198,000 $ 24,830,000
Finished goods 18,832,000 17,017,000
Inventoried costs related to U.S.
Government and other long-term
contracts 12,332,000 10,159,000
-------------- --------------
$ 59,362,000 $ 52,006,000
============== ==============
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.
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. Reserves for
slow moving and obsolete inventories are provided based on current
assessments about future product demand and production requirements for
the next twelve months. The Company evaluates the adequacy of these
reserves quarterly.
5. Other current liabilities consist of the following:
June 30, December 31,
2003 2002
-------------- --------------
Accrued payroll costs $ 15,320,000 $ 22,888,000
Accrued property taxes and other taxes 4,292,000 3,665,000
Accrued costs on long-term contracts 3,631,000 4,605,000
Accrued warranty costs 12,678,000 12,810,000
Customer credits 5,561,000 5,128,000
Postretirement benefit obligation other
than pensions 3,000,000 3,000,000
Fair market value of interest rate swap 2,008,000 3,715,000
Other 5,094,000 6,125,000
-------------- --------------
$ 51,584,000 $ 61,936,000
============== ==============
6. 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.
9
K & F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. Comprehensive Income
Three Months Ended
----------------------------------
June 30, June 30,
2003 2002
-------------- --------------
Net income $ 3,933,000 $ 7,621,000
Other comprehensive income (loss):
Cumulative translation adjustments (33,000) 20,000
Amortization of transition adjustment
included in interest expense 46,000 46,000
-------------- --------------
Comprehensive income $ 3,946,000 $ 7,687,000
============== ==============
Six Months Ended
----------------------------------
June 30, June 30,
2003 2002
-------------- --------------
Net income $ 11,349,000 $ 15,658,000
Other comprehensive income (loss):
Cumulative translation adjustments 39,000 11,000
Amortization of transition adjustment
included in interest expense 92,000 92,000
-------------- --------------
Comprehensive income $ 11,480,000 $ 15,761,000
============== ==============
8. Segments
The following represents financial information about the Company's
segments:
Three Months Ended
----------------------------------
June 30, June 30,
2003 2002
-------------- --------------
Sales:
Aircraft Braking Systems $ 63,560,000 $ 69,275,000
Engineered Fabrics 14,386,000 11,387,000
-------------- --------------
$ 77,946,000 $ 80,662,000
============== ==============
Operating Profit:
Aircraft Braking Systems $ 14,761,000 $ 19,338,000
Engineered Fabrics 1,764,000 1,221,000
-------------- --------------
Operating income 16,525,000 20,559,000
Interest expense, net (10,709,000) (7,418,000)
-------------- --------------
Income before income taxes $ 5,816,000 $ 13,141,000
============== ==============
10
K & F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Six Months Ended
----------------------------------
June 30, June 30,
2003 2002
-------------- --------------
Sales:
Aircraft Braking Systems $ 134,718,000 $ 137,128,000
Engineered Fabrics 25,303,000 21,641,000
-------------- --------------
$ 160,021,000 $ 158,769,000
============== ==============
Operating Profit:
Aircraft Braking Systems $ 35,237,000 $ 38,023,000
Engineered Fabrics 2,435,000 1,820,000
-------------- --------------
Operating income 37,672,000 39,843,000
Interest expense, net (21,707,000) (12,845,000)
-------------- --------------
Income before income taxes $ 15,965,000 $ 26,998,000
============== ==============
June 30, December 31,
2003 2002
-------------- --------------
Total Assets:
Aircraft Braking Systems $ 353,535,000 $ 346,956,000
Engineered Fabrics 61,839,000 60,034,000
Deferred financing costs not
allocated to segments 9,576,000 10,645,000
Corporate assets 763,000 1,801,000
Income taxes receivable
not allocated to segments -- 2,609,000
-------------- --------------
$ 425,713,000 $ 422,045,000
============== ==============
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
We are a supplier to manufacturers and operators of commercial, general aviation
and military aircraft. Results for the three and six months ended June 30, 2003
continue to be adversely affected by the sluggish economy that reduced demand
for air travel and financial difficulties that confronted commercial aircraft
operators.
Critical Accounting Policies and Estimates
This section is based upon our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
our management to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, we evaluate our
estimates, including those related to bad debts, inventories, intangible assets,
income taxes, warranty obligations, workers compensation liabilities, pension
and other postretirement benefits, and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates. We believe the following critical accounting policies affect
our more significant judgments and estimates used in the preparation of the
consolidated financial statements.
Inventory. Inventory is stated at average cost, not in excess of net realizable
value. In accordance with industry practice, inventoried costs may contain
amounts related to contracts with long production cycles, a portion of which
will not be realized within one year. Reserves for slow moving and obsolete
inventories are provided based on current assessments about future product
demand and production requirements for the next twelve months. These factors are
impacted by market conditions, technology changes, and changes in strategic
direction, and require estimates and management judgment that may include
elements that are uncertain. We evaluate the adequacy of these reserves
quarterly.
Although we strive to achieve a balance between market demands and risk of
inventory excess or obsolescence, it is possible that, should conditions change,
additional reserves may be needed. Any changes in reserves will impact operating
income during a given period. This policy is consistently applied to each of our
operating segments and we do not anticipate any changes to our policy in the
near term.
Evaluation of Long-Lived Assets. Long-lived assets are assessed for
recoverability on an ongoing basis in accordance with SFAS No. 144. In
evaluating the value and future benefits of long-lived assets, their carrying
value is compared to management's estimate of the anticipated undiscounted
future net cash flows of the related long-lived asset. Any necessary impairment
charges would be recorded when we do not believe the carrying value of the
long-lived asset will be recoverable.
Warranty. Estimated costs of product warranty are accrued when individual claims
arise with respect to a product. When we become aware of those types of defects,
the estimated costs of all potential warranty claims arising from those types of
defects are fully accrued.
12
Pension and Other Postretirement Benefits. We have significant pension and
postretirement benefit costs and liabilities. The determination of our
obligation and expense for pension and other postretirement benefits is
dependent on our selection of certain assumptions used by actuaries in
calculating those amounts. Assumptions are made about interest rates, expected
investment return on plan assets, rate of increase in health care costs, total
and involuntary turnover rates, and rates of future compensation increases. In
addition, our actuarial consultants use subjective factors such as withdrawal
rates and mortality rates to develop our valuations. We generally review and
update these assumptions at the beginning of each fiscal year. We are required
to consider current market conditions, including changes in interest rates, in
making these assumptions. The actuarial assumptions that we may use may differ
materially from actual results due to changing market and economic conditions,
higher or lower withdrawal rates or longer or shorter life spans of
participants. These differences may result in a significant impact on the amount
of pension and postretirement benefits expense we have recorded or may record.
The discount rate enables us to state expected future cash flows at a present
value on the measurement date. We have little latitude in selecting this rate,
and it must represent the market rate of high-quality fixed income investments.
A lower discount rate increases the present value of benefit obligations and
increases pension expense. We used a 7 1/2% discount rate in 2002 and are using
a 6 3/4% discount rate for 2003 to reflect market interest rate conditions.
To determine the expected long-term rate of return on pension plan assets, we
consider the current and expected asset allocations, as well as historical and
expected returns on various categories of plan assets. We assumed that the
long-term returns on our pension plan assets was 9 1/2% in 2002. We reduced our
expected long-term rate of return on pension plan assets for 2003 to 9% to
reflect projected returns in the fixed income and equity markets.
The annual postretirement expense was calculated using a number of actuarial
assumptions, including a health care cost trend rate and a discount rate. Our
discount rate assumption for postretirement benefits is consistent with that
used in the calculation of pension benefits. The healthcare cost trend rate
being used to calculate the calendar year 2003 postretirement expense is 10.2%
in 2003 trending down to 4.5% for 2009.
Comparison of Results of Operations for the Six months Ended June 30, 2003 and
June 30, 2002
Our sales for the six months ended June 30, 2003 totaled $160,021,000,
reflecting an increase of $1,252,000, compared with $158,769,000 for the same
period in the prior year. This increase was principally due to higher sales at
Engineered Fabrics of $3,662,000, primarily for oil containment booms. Partially
offsetting this increase was lower sales of wheels and brakes at Aircraft
Braking Systems of $2,410,000. Commercial sales at Aircraft Braking Systems
decreased $2,005,000, primarily on the Boeing DC-9 and DC-10 programs, partially
offset by higher sales on the Canadair CRJ-700 and Boeing MD-80 programs.
General aviation sales decreased $5,831,000, primarily on Israeli Aircraft
Industries, Raytheon and Gulfstream aircraft. Military sales increased
$5,426,000, primarily on the Boeing B-1B and Lockheed Martin C-130 programs.
Our operating income decreased by $2,171,000, to $37,672,000 or 23.5% of sales,
for the six months ended June 30, 2003, compared with $39,843,000 or 25.1% of
sales for the same period in the prior year. Operating margins decreased at
Aircraft Braking Systems to 26.2% during the six months ended June 30, 2003,
compared with 27.7% for the same period in the prior year. This decrease in
margins at Aircraft Braking Systems was primarily due to higher program
investments and a less favorable mix of products sold.
13
Operating margins increased at Engineered Fabrics to 9.6% for the six months
ended June 30, 2003, compared with 8.4% for the same period in the prior year.
This increase in margins at Engineered Fabrics was primarily due to the
favorable overhead absorption effect relating to the higher sales.
Our net interest expense increased by $8,862,000 for the six months ended June
30, 2003, compared with the same period in the prior year. This increase was
primarily due to higher interest relating to our issuance of $250.0 million of 9
5/8% senior subordinated notes in December 2002, which were not outstanding
during the six months ended June 30, 2002. These notes were issued in connection
with the December 2002 recapitalization.
Our effective tax rate of 28.9% for the six months ended June 30, 2003 differs
from the statutory rate of 35% due to tax benefits derived from export sales.
Our effective tax rate of 42.0% for the six months ended June 30, 2002 differs
from the statutory rate of 35% due to state, local and foreign income taxes. The
decrease in the effective tax rate in 2003 over 2002 is primarily due to
favorable tax benefits derived from export sales and lower state and local
taxes.
Comparison of Results of Operations for the Three Months Ended June 30, 2003 and
June 30, 2002
Our sales for the three months ended June 30, 2003 totaled $77,946,000,
reflecting a decrease of $2,716,000, compared with $80,662,000 for the same
period in the prior year. This decrease was principally due to lower sales of
wheels and brakes at Aircraft Braking Systems of $5,715,000. Partially
offsetting this decrease was higher sales at Engineered Fabrics of $2,999,000,
primarily for oil containment booms. Commercial sales at Aircraft Braking
Systems decreased $5,613,000, primarily on the Boeing DC-9, DC-10, MD-80 and
Saab S-340 programs. General aviation sales decreased $1,499,000, primarily on
Raytheon and Gulfstream aircraft. Military sales increased $1,397,000, primarily
on the Boeing B-1B and Lockheed Martin C-130 programs.
Our operating income decreased by $4,034,000, to $16,525,000 or 21.2% of sales,
for the three months ended June 30, 2003, compared with $20,559,000 or 25.5% of
sales for the same period in the prior year. Operating margins decreased at
Aircraft Braking Systems to 23.2% during the three months ended June 30, 2003,
compared with 27.9% for the same period in the prior year. This decrease was
primarily due to higher program investments, the unfavorable overhead absorption
effect relating to the lower sales and a less favorable mix of products sold.
Operating margins at Engineered Fabrics increased to 12.3% for the three months
ended June 30, 2003, compared with 10.7% for the same period in the prior year.
This increase in margins at Engineered Fabrics was primarily due to the
favorable overhead absorption effect relating to the higher sales.
Our net interest expense increased by $3,291,000 for the three months ended June
30, 2003, compared with the same period in the prior year. This increase was
primarily due to higher interest relating to our issuance of $250.0 million of 9
5/8% senior subordinated notes in December 2002, which were not outstanding
during the three months ended June 30, 2002. These notes were issued in
connection with the December 2002 recapitalization.
Our effective tax rate of 32.4% for the three months ended June 30, 2003 differs
from the statutory rate of 35% due to tax benefits derived from export sales.
Our effective tax rate of 42.0% for the three months ended June 30, 2002 differs
from the statutory rate of 35% due to state, local and foreign income taxes. The
decrease in the effective rate in 2003 over 2002 is primarily due to favorable
tax benefits derived from export sales and lower state and local taxes.
14
Liquidity and Financial Position
Our cash and cash equivalents totaled $28.2 million at June 30, 2003, compared
with $22.7 million at December 31, 2002. Our total debt was $435.0 million at
June 30, 2003, and we had $26.3 million available to borrow under our $30.0
million revolving credit facility.
We expect that our principal use of funds for the next several years will be to
pay interest and principal on indebtedness, fund capital expenditures and make
program investments. Our primary source of funds for conducting our business
activities and servicing our indebtedness has been cash generated from
operations and borrowings under our credit facility.
Cash Flows
Net cash provided by operating activities during the six months ended June 30,
2003 amounted to $8,550,000 versus $28,083,000 for the same period in the prior
year, a decrease of $19,533,000. Our cash flow from operating activities during
the six months ended June 30, 2003, compared to the six months ended June 30,
2002, decreased primarily due to higher interest payments after issuance of our
9 5/8% senior subordinated notes in December 2002, payments made in 2003 to the
holders of our common stock options in connection with the December 2002
recapitalization and a higher inventory balance resulting from a softer demand
during the second quarter for "make to stock" replacement parts.
Net cash used in investing activities during the six months ended June 30, 2003
amounted to $3,037,000 versus $8,118,000 for the same period in the prior year,
a decrease of $5,081,000. This decrease was primarily due to $2,000,000 of
program participation payments made during the six months ended June 30, 2003,
compared with $7,000,000 made during the same period in the prior year.
There was no net cash used in financing activities during the six months ended
June 30, 2003 versus $19,750,000 of net cash used for the same period in the
prior year. This decrease occurred because we made principal payments during the
first six months of 2002 on our prior bank credit facility that we repaid as
part of the December 2002 recapitalization. We had no borrowings on our
revolving credit facility during the six months ended June 30, 2003.
Accounting Changes and Pronouncements
Effective January 1, 2002, we adopted SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 142 requires that goodwill no longer be amortized,
but instead be tested for impairment at least annually. SFAS No. 142 also
requires that any recognized intangible asset determined to have an indefinite
useful life not be amortized, but instead be tested for impairment in accordance
with this standard until its life is determined to no longer be indefinite. We
adopted SFAS No. 142 on January 1, 2002, at which time amortization of goodwill
ceased. The impairment analysis did not result in an impairment charge upon
adoption or in any subsequent periods thereafter. See Note 2 to the consolidated
financial statements contained herein.
Effective January 1, 2003, we adopted SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections as of April 2002." SFAS No. 145 rescinds Statement of Financial
Accounting Standards No. 4, "Reporting Gains and Losses from Extinguishment of
Debt," and an amendment of that Statement, SFAS No. 64, "Extinguishments of Debt
Made to Satisfy Sinking-Fund Requirements." SFAS No. 145 also rescinds SFAS No.
44, "Accounting for Intangible Assets of Motor Carriers." SFAS No. 145 amends
SFAS No. 13, "Accounting for Leases," to eliminate an inconsistency between the
required accounting for sale-leaseback transactions and the required accounting
for certain lease modifications that
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have economic effects that are similar to sale-leaseback transactions. SFAS No.
145 also amends other existing authoritative pronouncements to make various
technical corrections, clarify meanings or describe their applicability under
changed conditions. The adoption of this standard did not have a material impact
on our consolidated financial position, results of operations or cash flows.
Effective January 1, 2003, we adopted SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 replaces Emerging
Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (Including Certain
Costs Incurred in a Restructuring)." This Statement requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal activity. SFAS
No. 146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. The adoption of this standard did not have an impact on
our consolidated financial position, results of operations or cash flows.
In November 2002, the FASB issued FIN No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others," which expands previously issued accounting guidance and
disclosure requirements for certain guarantees. FIN No. 45 requires the Company
to recognize an initial liability for the fair value of an obligation assumed by
issuing a guarantee. The provision for initial recognition and measurement of
the liability will be applied on a prospective basis to guarantees issued or
modified after December 31, 2002. We adopted the disclosure provisions of FIN
No. 45 as of December 31, 2002. In 2003, we adopted the initial recognition and
initial measurement provisions of FIN No. 45. We do not provide guarantees for
performance of third parties, and therefore, there was no impact on our
consolidated financial position, results of operations or cash flows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have $435.0 million of total fixed rate debt outstanding at June 30, 2003.
Borrowings under the credit facility bear interest that varies with LIBOR, for
which no borrowings were outstanding at June 30, 2003.
As a requirement of a previous credit facility, we entered into an interest rate
swap agreement to reduce the impact of potential increases in interest rates.
This agreement has a notional amount of $84.0 million and we are required to
make payments for the difference between actual three month LIBOR and 5.95% on
this amount. The interest rate swap agreement expires on December 17, 2003. The
payments made under the swap agreement were $1,007,000 and $938,000 million
during the three months ended June 30, 2003 and 2002, respectively, and
$1,960,000 and $1,938,000 during the six months ended June 30, 2003 and 2002,
respectively. Payments are expected to be approximately $4,000,000 in 2003
assuming three month LIBOR at June 30, 2003 remains constant throughout the
remainder of the year. If interest rates change by 10%, it would not have a
significant impact on the fair value or the future payments to be made under our
swap agreement. Given that all of our outstanding debt is at a fixed rate, a 10%
change in interest rates would not have a significant impact on fair values,
cash flows or earnings. We have no other derivative financial instruments.
ITEM 4. CONTROLS AND PROCEDURES
An evaluation of the effectiveness of our disclosure controls and procedures was
performed under the supervision and with the participation of our
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management, including our Chief Executive Officer and Chief Financial Officer.
Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective as
of the end of the period covered by this Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2003.
There has been no change in our internal controls over financial reporting that
occurred during our most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 - Certification of Chief Executive Officer pursuant to Rule
15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 - Certification of Chief Financial Officer pursuant to Rule
15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 - Certification of Chief Executive Office pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 - Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
There were no reports on Form 8-K for the three months ended June 30, 2003.
Items 1, 2, 3, 4 and 5 are not applicable and have been omitted.
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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 hereunto duly authorized.
K & F INDUSTRIES, INC.
----------------------
Registrant
/s/ DIRKSON R. CHARLES
-------------------------
Dirkson R. Charles
Chief Financial Officer
and
Registrant's Authorized
Officer
Dated: July 31, 2003
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