<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>g72852e8-k.txt
<DESCRIPTION>KELLSTROM INDSUTRIES, INC. - FORM 8-K
<TEXT>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
NOVEMBER 14, 2001
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Date of Filing of Form 8-K
NOVEMBER 14, 2001
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Date of Report (Date of Earliest Event Reported)
KELLSTROM INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-23764 13-3753725
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
3701 FLAMINGO ROAD
MIRAMAR, FLORIDA 33027
(Address of Principal Executive Offices)
(954) 538-2000
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS.
Kellstrom Industries, Inc. (the "Company") reports that it has not
completed the compilation of the financial information necessary to prepare its
quarterly report on Form 10-Q for the quarter ended September 30, 2001 and is
unable to determine when the Company will be in a position to file the quarterly
report for such period. Due to uncertainties relating to the impact of the
terrorist attacks against the United States on September 11, 2001, which
exacerbated the weak market conditions existing in the commercial aviation
market and specifically in the commercial aviation aftermarket parts industry,
the Company believes that it is likely that (1) the carrying value of its
inventory and goodwill has been significantly impaired and it will be necessary
to write down the carrying value of such inventory and goodwill and (2) it will
be necessary to write-down the carrying value of the note receivable from KAV
Inventory LLC. At this time, the Company is unable to quantify the amount of the
write-downs of its inventory, goodwill and the KAV note receivable, but believes
that such write-downs will materially reduce the Company's assets and result in
a net loss as compared to the comparable quarter in fiscal year 2000.
As previously reported in a press release dated October 17, 2001,
the Company did not make the October 15, 2001 interest payment due on its
outstanding 5-3/4% Convertible Subordinated Notes due October 15, 2002. In
addition, the forbearance agreements with the Company's senior lenders and their
agent, Bank of America N.A. (the "Senior Lenders"), and its mezzanine lender,
Key Principal Partners, have expired. Due to the defaults, the Company's lenders
have the right to accelerate the principal and interest due on the Company's
outstanding loans and notes. As discussed in the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001, if the Company's lenders
accelerate their loans and notes, the Company would not have the liquidity to
pay the full amount of principal and interest.
The Company's Senior Lenders are continuing to fund the Company's
operations on an interim basis and the Company is working on more permanent
financing arrangements. If the Company is unable to secure permanent financing,
the Company would be forced to adopt an alternative strategy that may include
actions such as restructuring its indebtedness, seeking additional capital,
selling assets or seeking protection under the bankruptcy laws.
Statements in this report may be forward-looking within the meaning
of the Private Securities Litigation Reform Act of 1995, including statements
regarding the amount of the write-downs of the Company's inventory, goodwill and
KAV note receivable, the Company's ability to secure permanent financing
arrangements and the Company's adoption of alternate strategies. These
forward-looking statements are based on many assumptions and factors, and are
subject to many conditions, including the ability to: pay the amounts due under
the Company's credit facilities and notes if such loans are accelerated since it
does not currently have the liquidity to pay the full amount of such loans;
successfully refinance, restructure and/or extend
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the maturity of the Company's existing credit facilities; cure the events of
default under its indentures and credit facilities; continue to operate in the
ordinary course and manage its relationships with its creditors, lenders, note
holders, vendors and suppliers, employees and customers given the Company's
financial condition; access alternative sources of financing if it is unable to
refinance, restructure and/or renegotiate its credit facilities; limit the
amount of time the Company's management and officers devote to restructuring and
exploring strategic alternatives, in order to also allow them to run the
business and implement its business strategy and retain a number of its key
senior managers and other employees to implement the Company's business and
financial strategy; establish competitive pricing for its products; sell and
market its products particularly in light of the reduced demand for the
Company's products due to the downturn in the airframe and engine parts
after-market, the impact of the September 11, 2001 terrorist acts, and the
current difficulties facing the commercial aviation industry and the general
economy. In addition to the above factors, factors arising (directly or
indirectly) from the September 11, 2001 terrorist attacks which could affect the
Company's business may include: (i) the impact of these terrorist attacks and
the impact of declines in air travel as a result of these terrorist attacks on
the financial condition of one or more of our airline customers, (ii) possible
increases in jet fuel prices as a result of events relating to these terrorist
attacks, (iii) potential reductions in the need for aircraft parts due to
declines in airline travel and (iv) the adverse effect of these terrorist
attacks, or future events arising as a result of these terrorist attacks, on the
economy in general. Except for the historical information contained in this
report, all forward-looking statements are estimates by the Company's management
and are subject to various risks and uncertainties that may be beyond the
Company's control and may cause results to differ from management's current
expectations. Certain of these risks are described above and in the Company's
filings with the Securities and Exchange Commission (SEC), including the
Company's annual and quarterly reports. Copies of the Company's SEC filings are
available from the SEC or may be obtained upon request from the Company. The
Company does not undertake any obligation to update the information contained
herein, which speaks only as of this date.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
None
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
KELLSTROM INDUSTRIES, INC.
/s/ Zivi R. Nedivi
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Name: Zivi R. Nedivi
Title: President
Date: November 14, 2001
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