WHITE PLAINS, N.Y., May 9 /PRNewswire-FirstCall/ -- K & F Industries Holdings, Inc. (NYSE: KFI) today reported its financial results for the first quarter ended March 31, 2007 .

    Results for First Quarter 2007 Compared with First Quarter 2006
    -- Sales rose by 20% to $109 million:
       -- Aircraft Braking Systems (ABSC) sales increased $14 million, or 18%
          to $90 million
       -- Engineered Fabrics (EFC) sales rose $4 million, or 26% to $19
          million
    -- Adjusted EBITDA increased 20% to $43 million or 40% of revenues,
       compared to $36 million or 40% of revenues a year ago.
    -- Net interest expense was $14 million compared to $13 million a year
       ago.
    -- Net income was $9 million, or $0.22 per diluted share, compared to $10
       million or $0.26 per diluted share in the prior year.
    -- Excluding the nonrecurring charges associated with the company's
       pending merger with Meggitt-USA, Inc. ('Merger-Related Expenses'),
       earnings per diluted share would have increased by $0.12.
    -- Bookings increased 11% to $136 million and backlog grew 71% to a record
       $324 million.
    -- First quarter consolidated market sector revenue performance was as
       follows:
       -- Commercial transport sales rose 15% to $54 million
       -- Military sales increased 29% to $32 million
       -- General aviation sales were up 18% to $23 million
    -- Cash and cash equivalents was $12 million and senior term loans were
       reduced by $10 million during the quarter.

See the attached tables for a reconciliation of net income to EBITDA and Adjusted EBITDA for the 2007 and 2006 periods.

    Recent Highlights
    Engineered Fabrics to Expand Manufacturing Facilities
    -- Driven by strong demand for its products from the military sector, EFC
       plans to construct a new facility at its Rockmart, Georgia
       headquarters.  The 60,000 square foot plant will support the increased
       production of the company's de-icing equipment and helicopter interior
       upholstery product lines, and accommodate the future requirements of
       new flexible bladder fuel tank programs.  The $5 million cost of the
       plant will be funded by K & F with in kind support by the City of
       Rockmart and the Polk County Commission.  Construction began in April
       2007 and is expected to conclude in early 2008.

    Merger Update
    -- On March 6, 2007, K & F announced that it had entered a definitive
       merger agreement with Meggitt-USA, Inc., a wholly owned subsidiary of
       Meggitt plc.  Under the merger agreement, Meggitt has agreed to acquire
       K & F for $27 per share in cash.  Subsequent to the March 6
       announcement, several key terms and conditions of the agreement have
       been satisfied including approval by both K & F's stockholders and
       Meggitt plc's shareholders.  Closing of the transaction remains subject
       to and is scheduled to occur following receipt of all necessary
       domestic and certain foreign regulatory approvals, including under the
       Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the U.S. Exon-
       Florio regulations.

Conference Call

In light of K & F's pending merger with Meggitt, the company does not intend to host a conference call regarding its first quarter financial results.

About K&F Industries Holdings, Inc.

K & F Industries Holdings, Inc. is a worldwide leader in the manufacture of braking equipment for commercial transport, general aviation and military aircraft through its Aircraft Braking Systems Corporation subsidiary. K & F manufactures a wide range of braking equipment including antiskid, auto brake, brake by wire systems, and brake temperature monitoring systems as well as main and nose wheels, carbon and steel brakes, and ancillary equipment. Its products are installed on approximately 25,000 aircraft worldwide, more than any other supplier. In addition, K & F's subsidiary, Engineered Fabrics Corporation, is a leading producer of aircraft fuel tanks, de-icing equipment and specialty coated fabrics used for storage, shipping, environmental and rescue applications for the commercial and military markets.

Forward Looking Statements

Some statements and information contained herein are not historical facts, but are 'forward-looking statements,' as that term is defined in the Private Securities Litigation Reform Act of 1995. In addition, the company or its representatives have made and may continue to make forward-looking statements, orally, in writing or in other contexts, such as in reports filed with the SEC or in press releases. These forward-looking statements may be identified by the use of forward-looking terminology, such as 'believes,' 'expects,' 'may,' 'should' or the like, the negative of these words or other variations of these words or comparable words, or discussion of strategy that involves risk and uncertainties. We caution you that these forward-looking statements are only predictions, and actual events or results may differ materially as a result of a wide variety of factors and conditions, many of which are beyond our control. Risks related to the merger with Meggitt include, but are not limited to, (i) the failure to obtain the necessary antitrust clearance and certain other governmental approvals in a timely manner or at all, (ii) the failure, under certain circumstances, of Meggitt to meet the conditions set forth in its equity and debt financing documents and (iii) the satisfaction of various other closing conditions contained in the definitive merger agreement. Other potential risks and uncertainties are discussed in K&F's reports and other documents filed with the SEC from time to time, and these factors and conditions include: (i) government or regulatory changes, (ii) dependence on our subsidiary, Aircraft Braking Systems Corporation, for operating income, (iii) competition in the market for our products, and (iv) our substantial indebtedness. For more information see the section entitled 'Risk Factors' contained in our Form 10-K and information in our other periodic reports filed with the SEC. We undertake no obligation to revise these statements following the date of this press release.



                       K & F INDUSTRIES HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF INCOME
                                 (UNAUDITED)
                     (In thousands except per share data)

                                                          Three Months
                                                             Ended
                                                            March 31,
                                                      2007            2006


    Net Sales                                       $108,952         $91,062

    Cost of Sales                                     58,276          49,201

    Gross Profit                                      50,676          41,861

    Independent Research and Development Costs         4,736           4,039

    Selling, General and Administrative Expenses       9,387           7,142

    Amortization of Intangible Assets                  1,462           1,710

    Merger-related expenses                            5,250              --

    Operating Income                                  29,841          28,970

    Interest Income                                      576             321

    Interest Expense                                 (14,926)        (13,436)

    Income Before Income Taxes                        15,491          15,855

    Income Tax Provision                              (6,678)         (5,556)

    Net Income                                        $8,813         $10,299

        Basic Earnings Per Share                        $.22            $.26

        Basic Weighted Average Common                 39,643          39,603
         Shares Outstanding

        Diluted Earnings Per Share                      $.22            $.26

        Diluted Weighted Average Common
         Shares Outstanding                           40,471          40,245



                       K & F INDUSTRIES HOLDINGS, INC.
                           SELECTED FINANCIAL DATA
                                 (UNAUDITED)
                                (In thousands)

                                                          Three Months
                                                             Ended
                                                            March 31,
                                                      2007             2006

    Capital Expenditures                             $1,637           $6,296
    Bookings                                        135,662          122,403
    Backlog                                         324,098          189,105
    Cash and Cash Equivalents                        12,358           29,240
    Accounts Receivable                              57,018           45,633
    Inventory                                        81,906           63,498
    Accounts Payable                                 18,795           17,542
    Capital Lease Obligation                         11,027               --
    Notes Payable                                     7,627               --
    Senior Term Loans                               382,000          438,000
    7-3/4% Senior Subordinated Notes                315,000          315,000
    9-5/8% Senior Subordinated Notes                     --              577
    Stockholders' Equity                            405,704          335,271



                       K & F INDUSTRIES HOLDINGS, INC.
           RECONCILIATION OF NET INCOME TO NON-GAAP EARNINGS BEFORE
  INTEREST EXPENSE, INCOME TAXES, DEPRECIATION AND AMORTIZATION, STOCK-BASED
                   COMPENSATION AND MERGER-RELATED EXPENSES
                              (ADJUSTED EBITDA)
                                 (UNAUDITED)
                                (In thousands)

                                                           Three Months
                                                              Ended
                                                             March 31,
                                                        2007           2006


    Adjusted EBITDA                                   $43,311        $36,036

    Less Adjustments:

        Merger-Related Expenses                         5,250             --

        Stock-Based Compensation                          279            312

       EBITDA                                          37,782         35,724

    Less:

       Depreciation and Amortization                    7,941          6,754

    Operating Income                                   29,841         28,970

    Less:

       Income Tax Provision                             6,678          5,556

       Interest Expense, net                           14,350         13,115


    Net Income                                         $8,813        $10,299

EBITDA represents net income before interest expense, net, income taxes and depreciation and amortization. Adjusted EBITDA is EBITDA as further adjusted to exclude stock-based compensation and merger-related expenses. These definitions of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Neither of these calculations is a measure of financial performance under accounting principles generally accepted in the United States of America. We believe they provide a basis to measure our operating performance, apart from the expenses associated with our physical plant or capital structure, but neither should be considered in isolation or as a substitute for operating income, cash flows from operating activities or other measures of performance. A reconciliation of EBITDA and Adjusted EBITDA is presented above.

SOURCE K & F Industries Holdings, Inc.