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 Date of Report (Date of earliest event reported) January 31, 1994 LADD FURNITURE, INC. (Exact name of registrant as specified in its charter) North Carolina 0-11577 56-1311320 (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of Incorporation) One Plaza Center, Box HP-3, High Point, North Carolina 27261-1500 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (910) 889-0333 N/A (Former name or former address, if changed since last report.) ITEM 1. Changes in Control of Registrant. Not Applicable. ITEM 2. Acquisition or Disposition of Assets. On December 15, 1993, LADD Furniture, Inc. ("LADD") entered into a Stock Purchase Agreement (the "Agreement") with all of the stockholders of Pilliod Holding Company ("Pilliod") (the stockholders collectively hereinafter referred to as the "Stockholders") to purchase all of the outstanding stock of Pilliod in a transaction valued at approximately $54,000,000. LADD agreed to retire debt of Pilliod's wholly-owned subsidiary, The Pilliod Cabinet Company ("Pilliod Cabinet"), of approximately $30,000,000 and to pay approximately $24,000,000 in cash to the Stockholders. The Agreement provided that the transaction was subject to the termination or expiration of the waiting period required pursuant to the Hart-Scott-Rodino Act. On January 7, 1994, the Federal Trade Commission granted early termination of the waiting period required under the Hart-Scott-Rodino Act. On January 28, 1994, LADD entered into a Transfer and Administration Agreement ("TAA") with Enterprise Funding Corporation ("EFC") to sell an undivided interest in certain of LADD's trade accounts receivable. The TAA provides for EFC to pay to LADD up to $30,000,000 for receivables purchased. Effective January 31, 1994, LADD sold an interest in a defined pool of trade accounts receivable which generated $20,000,000 in cash. On January 28, 1994, LADD entered into an unsecured one year revolving line of credit with The Chase Manhattan Bank, N.A. (the "Chase Line of Credit") in the aggregate principal amount of $20,000,000. On January 31, 1994, the Pilliod purchase transaction was consummated and LADD retired $29,893,000 of debt of Pilliod Cabinet, assumed $247,000 of debt of Pilliod Cabinet and paid $23,860,000 in cash to the Stockholders. The purchase price was financed by the $20,000,000 generated by the sale of trade accounts receivable pursuant to the TAA and funds from available short-term and long-term bank lines of credit, including the Chase Line of Credit. ITEM 3. Bankruptcy or Receivership. Not Applicable. ITEM 4. Changes in Registrant's Certifying Accountant. Not Applicable. ITEM 5. Other Events. Not Applicable. ITEM 6. Resignations of Registrant's Directors. Not Applicable. ITEM 7. Financial Statements and Exhibits. a) Financial Statements of Pilliod (i) See the Index to Financial Statements following the signature page hereto for the Financial Statements available at this time. (ii) Interim Financial Statements It is impracticable for the Company to provide the required interim financial statements of Pilliod at this time. The required interim financial statements will be filed under separate cover of Form 8-K/A as soon as practicable, but not later than April 15, 1994. b) Pro Forma Financial Information It is impracticable for the Company to provide the required Pro Forma Financial Information at this time. The required Pro Forma Financial Information will be filed under separate cover of Form 8-K/A as soon as practicable, but not later than April 15, 1994. c) Exhibits 4.1 Stock Purchase Agreement dated December 15, 1993 among LADD Furniture, Inc. and the Stock- holders of Pilliod Holding Company. 4.2 Amendment to Stock Purchase Agreement dated January 31, 1994 among LADD Furniture, Inc. and the stockholders of Pilliod Holding Company 23.1 Consent of Ernst & Young 99.1 Transfer and Administration Agreement dated January 28, 1994 between Enterprise Funding Corporation and LADD Furniture, Inc., and Clayton- Marcus Company, Inc., Barclay Furniture Co. and LADD Transportation, Inc., as designated subsidiaries 99.2 Receivables Purchase Agreement dated January 28, 1994 between Clayton-Marcus Company, Inc., Barclay Furniture Co. and LADD Transportation, Inc. and LADD Furniture, Inc. 99.3 Letter Agreement, dated January 28, 1994, between LADD Furniture, Inc. and The Chase Manhattan Bank, N.A. 99.4 Form of Promissory Note of LADD Furniture, Inc. dated January 28, 1994 to The Chase Manhattan Bank, N.A. in the aggregate principal amount of $20,000,000 ITEM 8. Change in Fiscal Year. Not Applicable. 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. LADD FURNITURE, INC. Date: February 15, 1994 By: /s/William S. Creekmuir William S. Creekmuir Title: Senior Vice President, Chief Financial Officer, Treasurer and Secretary INDEX TO CONSOLIDATED FINANCIAL STATEMENTS PAGE Report of Independent Auditors......................................................................................... F-2 Consolidated Balance Sheets at May 2, 1992 and May 1, 1993............................................................. F-3 For the years ended May 2, 1992 and May 1, 1993: Consolidated Statements of Operations................................................................................ F-4 Consolidated Statements of Shareholders' Equity (Capital Deficiency)............................................... F-5 Consolidated Statements of Cash Flows................................................................................ F-6 Notes to Consolidated Financial Statements........................................................................... F-7 F-1 REPORT OF INDEPENDENT AUDITORS The Board of Directors and Shareholders Pilliod Holding Company We have audited the accompanying consolidated balance sheets of Pilliod Holding Company as of May 2, 1992 and May 1, 1993, and the related consolidated statements of operations, shareholders' equity (capital deficiency) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pilliod Holding Company at May 2, 1992 and May 1, 1993 and the consolidated results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. ERNST & YOUNG Toledo, Ohio July 14, 1993 F-2 PILLIOD HOLDING COMPANY CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) MAY 2, MAY 1, 1992 1993 ASSETS (Note 5) Current assets: Cash.................................................................................................. $ 9 $ 19 Accounts receivable, less allowance of $360 and $49 for doubtful accounts (Note 3).................... 10,988 11,548 Inventories (Note 2): Finished products.................................................................................. 4,813 5,214 Work in process.................................................................................... 1,113 2,235 Raw materials...................................................................................... 2,604 4,500 8,530 11,949 Prepaid expenses................................................................................... 461 540 Total current assets.................................................................................... 19,988 24,056 Other assets: Goodwill, net of accumulated amortization of $1,128 and $1,295........................................ 5,310 5,142 Property and equipment held for sale.................................................................. 1,425 -- Deferred financing costs and other.................................................................... 190 16 Total other assets 6,925 5,158 Property, plant and equipment, at cost less accumulated depreciation and amortization (Note 4).......... 7,980 8,343 $34,893 $37,557 LIABILITIES AND SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY)............................................... Current liabilities: Accounts payable...................................................................................... $ 6,881 $ 8,084 Accrued liabilities: Compensation.......................................................................................... 1,772 1,952 Commissions and royalties............................................................................. 414 475 Taxes other than income............................................................................... 309 417 Insurance............................................................................................. 104 148 Interest.............................................................................................. 1,851 126 Other 51 -- 4,501 3,118 Long-term debt due within one year or which may become due on demand (Note 5)......................... 24,677 4,661 Total current liabilities............................................................................. 36,059 15,863 Long-term debt, less amounts classified as due currently (Note 5)....................................... 2,397 20,256 Commitments Shareholders' equity (capital deficiency) (Notes 5 and 7): Class A common stock, $.01 par value; 9,000,000 shares authorized, 6,842,500 shares outstanding....... 68 68 Class B common stock, $.01 par value; 9,000,000 shares authorized, none outstanding................... -- -- Capital in excess of par value 6,622 6,622 Deficit............................................................................................... (10,253) (5,252) Total shareholders' equity (capital deficiency)......................................................... (3,563) 1,438 $34,893 $37,557 See accompanying notes. F-3 PILLIOD HOLDING COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS) YEARS ENDED MAY 2, 1992 MAY 1, 1993 (53 WEEKS) (52 WEEKS) Net sales.......................................................................................... $67,823 $77,719 Cost of sales...................................................................................... 53,365 59,144 Gross profit....................................................................................... 14,458 18,575 Selling, general and administrative................................................................ 10,702 11,192 Operating profit................................................................................... 3,756 7,383 Other income (expense): Interest expense................................................................................. (3,358) (2,555) Other............................................................................................ 352 270 Income before income taxes and extraordinary credit................................................ 750 5,098 Provision for income taxes (Note 8): Federal: Current....................................................................................... 40 97 Deferred...................................................................................... -- -- Charge in lieu of tax......................................................................... 287 1,639 State and local: Charge in lieu of tax......................................................................... 80 265 407 2,001 Income before extraordinary credits................................................................ 343 3,097 Extraordinary credit -- income tax benefits resulting from realization of operating loss carryforwards.................................................................................... 367 1,904 Net income......................................................................................... $ 710 $ 5,001 See accompanying notes. F-4 PILLIOD HOLDING COMPANY CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY) (DOLLARS IN THOUSANDS) CAPITAL CLASS A IN COMMON EXCESS OF STOCK PAR VALUE DEFICIT TOTAL Balance at April 27, 1991........................................................ $ 68 $ 6,622 $(10,963) $(4,273) Net income..................................................................... 710 710 Balance at May 2, 1992........................................................... 68 6,622 (10,253) (3,563) Net income..................................................................... -- -- 5,001 5,001 Balance at May 1, 1993........................................................... $ 68 $ 6,622 $ (5,252) $ 1,438 See accompanying notes. F-5 PILLIOD HOLDING COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) YEARS ENDED MAY 2, MAY 1, 1992 1993 (53 (52 WEEKS) WEEKS) OPERATING ACTIVITIES Net income............................................................................................... $ 710 $ 5,001 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization.......................................................................... 2,313 2,024 Gain on sales of property and equipment................................................................ (8) (15) Writedown of property held for sale.................................................................... 108 -- Changes in operating assets and liabilities: Accounts receivable................................................................................. (1,511) (560) Inventories......................................................................................... 1,136 (3,420) Prepaid expenses.................................................................................... 310 (79) Accounts payable.................................................................................... (520) 1,203 Accrued liabilities................................................................................. 1,229 (1,383) Net cash provided by operating activities................................................................ 3,767 2,771 INVESTING ACTIVITIES Purchases of property and equipment...................................................................... (494) (1,818) Proceeds from sale of property and equipment............................................................. 32 1,467 Other.................................................................................................... (63) 64 Net cash used in investing activities.................................................................... (525) (287) FINANCING ACTIVITIES Payments on long-term debt............................................................................... (4,076) (6,209) Proceeds from long-term borrowings....................................................................... 854 3,811 Increase in deferred financing costs..................................................................... (61) (25) Other.................................................................................................... -- (51) Net cash used in financing activities.................................................................... (3,283) (2,474) Net increase (decrease) in cash.......................................................................... (41) 10 Cash at beginning of period.............................................................................. 50 9 Cash at end of period.................................................................................... $ 9 $ 19 Supplemental cash flow information: Cash paid for interest................................................................................. $ 2,857 $ 4,137 Cash paid for income taxes............................................................................. $ 31 $ 98 Non-cash investing and financing activities: During fiscal 1993 the Company entered into capital lease obligations of approximately $325,000 for new equipment. See accompanying notes. F-6 PILLIOD HOLDING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) 1. SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The consolidated financial statements include the accounts of Pilliod Holding Company (Company) and the combined accounts of its wholly-owned subsidiary, The Pilliod Cabinet Company (Cabinet Company). The Company's fiscal year ends on the Saturday nearest April 30. INVENTORIES The Cabinet Company's inventories are valued at the lower of last-in, first-out (LIFO) cost or market. DEPRECIATION AND AMORTIZATION Depreciation and amortization of property, plant and equipment are provided over the estimated useful lives of the assets using both straight-line and declining balance methods. Goodwill, which was generated by the March 19, 1985 acquisition of Cabinet Company, is being amortized on a straight-line basis over 40 years. PROFIT SHARING PLAN Substantially all of the Company's employees are participants in a profit sharing plan. Contributions to the plan are at the discretion of the Board of Directors. No contributions were made in fiscal 1992 or 1993. NEW STANDARD FOR ACCOUNTING FOR INCOME TAXES The Company has not adopted the provisions of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, (SFAS No. 109), which is required to be adopted in the Company's 1994 fiscal year. Under the liability method required by the Statement, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company's current accounting policies require that future tax effects related F-7 PILLIOD HOLDING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 1. SIGNIFICANT ACCOUNTING POLICIES -- Continued to assets and liabilities acquired in a business combination be included in the recorded amounts of the related assets and liabilities. SFAS No. 109 requires that such acquired assets be recorded at their full value and that the resulting differences between book and tax bases be accounted for consistent with the liability method. It further requires that assets and liabilities acquired in previous business combinations be restated. Under the Company's current method, income tax expense is determined using the deferred method. Deferred tax expense is based on items of income and expense that are reported in different years in the financial statements and tax returns and are measured at the tax rate in effect in the year the difference originated. The Company has not decided whether or not it will restate prior year financial statements as permitted by SFAS No. 109; therefore the impact of adoption cannot be quantified. The Company believes, however, that the adoption of SFAS No. 109 will not have a material adverse effect on financial position or results of operations. 2. INVENTORIES Under the LIFO method, inventories have been reduced by approximately $718 and $118 at May 2, 1992 and May 1, 1993, respectively, from amounts which would have been reported under the first-in, first-out (FIFO) method. 3. CONCENTRATION OF CREDIT RISK Cabinet Company is principally engaged in the business of furniture manufacturing. Substantially all accounts receivable are from department stores and furniture retailers. Credit is extended to customers based on an evaluation of credit reports, payment practices and, in most cases, financial condition. Collateral or letters of credit are generally not required. Credit losses are provided for in the financial statements and consistently have been within management's expectations. F-8 PILLIOD HOLDING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 4. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of the following: MAY 2, MAY 1, 1992 1993 Land and improvements................................................................................... $ 782 $ 789 Buildings............................................................................................... 7,184 7,578 Machinery and equipment................................................................................. 16,515 17,783 Office and show space equipment......................................................................... 2,275 1,607 Automotive equipment.................................................................................... 170 151 26,926 27,908 Less accumulated depreciation and amortization.......................................................... 18,946 19,565 $ 7,980 $ 8,343 5. NOTES PAYABLE AND LONG-TERM DEBT Long-term debt consists of the following: MAY 2, MAY 1, 1992 1993 Revolving line of credit with banks, interest at prime plus 2% (8% aggregate rate at May 1, 1993)....... $ 9,484 $ 9,388 Term loans from banks, monthly principal installments of $205, interest at prime plus 2% (8% aggregate rate at May 1, 1993) payable monthly.................................................................. 8,906 6,903 Subordinated notes (see below).......................................................................... 5,000 4,675 Notes payable to banks, effectively guaranteed by the Company's principal shareholders, due July 1, 1995, interest at prime plus 1.5% (7.5% aggregate rate at May 1, 1993) payable monthly................ 3,000 3,000 F-9 PILLIOD HOLDING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 5. NOTES PAYABLE AND LONG-TERM DEBT -- Continued MAY 2, MAY 1, 1992 1993 Note payable to former shareholder, payable in monthly installments of $20, including interest at prime (6% at May 1, 1993)................................................................................... 556 363 Various equipment lease obligations, payable monthly to August 1995 (see Note 6)........................ 128 348 Commitment fees payable to bank, non-interest bearing, payable $10 monthly.............................. -- 240 27,074 24,917 Amounts due within one year............................................................................. 24,677 4,661 $ 2,397 $20,256 The agreement for the revolving line of credit and term loans limits total borrowings outstanding for the term of the agreement to $27,900. Borrowings under the revolving line of credit are based on 85% of eligible trade accounts receivable and 50% of eligible FIFO inventory, not to exceed $18,000 ($14,703 was available under the formula at May 1, 1993 of which $9,388 was outstanding). The agreement runs through May 1995 and is automatically renewed for successive one-year periods unless the agreement is terminated by the Company or the banks. The entire amount outstanding under the revolving line of credit has been excluded from current liabilities in the May 1, 1993 balance sheet because the Company intends that at least that amount would remain outstanding under the agreement for an uninterrupted period extending beyond one year from the balance sheet date. Borrowings under the agreement are secured by substantially all of the assets of Cabinet Company. The agreement contains certain financial covenants, the most restrictive of which 1) require maintenance of certain liquidity ratios, yearly income levels and net worth levels, 2) limit future borrowings and 3) limit declaration of dividends. Notes payable to banks are secured under the agreement and are generally subject to the same conditions and covenants. At May 1, 1993, the Company was in compliance with the covenant requirements of the agreement as amended on April 28, 1993. At May 2, 1992, the Company violated certain of the covenant requirements. The banks did not grant F-10 PILLIOD HOLDING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 5. NOTES PAYABLE AND LONG-TERM DEBT -- Continued waivers of the covenant violations and could have declared the Company in default and the debt due; therefore, all borrowings under the agreement were classified as current in the May 2, 1992 balance sheet. On April 28, 1993, the Company amended the revolving line of credit and term loan agreement. The amendment revised financial covenants, extended the termination date of the agreement and permitted additional term borrowings of $2,000 (all of which were outstanding at May 1, 1993). The borrowings were used to pay a portion of the interest due on the subordinated notes. In connection with the amendment, the Company incurred a commitment fee of $240. On April 28, 1993 the Company entered into an agreement with the holders of its subordinated notes to amend the notes. The agreement required the payment of all accrued and unpaid interest through February 18, 1993 and the forgiveness of $2,175 of principal. The principal balance of $2,825 of the amended subordinated notes is payable $565 annually beginning April 1994 through April 1998, with interest at 12.186% per annum payable semi-annually beginning October 28, 1993. The Company is required to redeem the subordinated notes at par upon a Change of Control Event (as defined in the amended notes) and, if certain types of Change of Control Event occur on or prior to April 28, 1994, the Company will be required to pay an additional $1,000 upon such redemption; as such, recognition of gains has been deferred until the expiration of the contingency. The May 1, 1993 carrying value of the subordinated debt consists of remaining principal balance, expected interest over the life of the notes and net contingent amounts payable. In the event a Change of Control Event does not occur prior to April 28, 1994, the carrying value of the subordinated notes would be reduced to future principal and interest requirements. The required minimum annual maturities of long-term debt, including the principal portion of capital lease obligations, for the fiscal years subsequent to May 1, 1993 are as follows: 1994 - $4,661; 1995 - $3,708; 1996 - $15,211; 1997 - $703; 1998 - $634. F-11 PILLIOD HOLDING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 6. LONG-TERM LEASES CAPITAL LEASES The Cabinet Company leases certain equipment under agreements classified as capital leases. The cost and accumulated amortization of such equipment are as follows: MAY 2, MAY 1, 1992 1993 Cost.................................................................................................... $ 744 $ 662 Less accumulated amortization........................................................................... 580 168 $ 164 $ 494 Future minimum payments and their present value at May 1, 1993 are as follows: 1994.................................................................................................................. $161 1995.................................................................................................................. 161 1996.................................................................................................................. 64 Total minimum lease payments.......................................................................................... 386 Less amounts representing interest.................................................................................... 38 Present value of minimum lease payments - included in long-term debt (see Note 5)..................................... $348 OPERATING LEASES The Cabinet Company leases equipment and office and show space under agreements classified as operating leases. Total rent expense charged to operations for fiscal years 1992 and 1993 was $838 and $702, respectively. Minimum rental commitments under noncancellable operating leases at May 1, 1993 aggregate $874 and are payable as follows: 1994.................................................................................................................. $421 1995.................................................................................................................. 344 1996.................................................................................................................. 106 1997.................................................................................................................. 3 F-12 PILLIOD HOLDING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 7. COMMON STOCK In addition to the 9,000,000 shares of authorized Class A common stock, the Company is authorized to issue 9,000,000 shares of Class B common stock, of which none have been issued. The two classes of common stock entitle the holders to the same rights and privileges except that Class A common stock entitles the holder to voting rights while Class B common stock has no voting rights. Shareholders of Class A common stock are permitted to exchange any or all shares for the same number of Class B shares and Class B holders are entitled to convert any or all shares into the same number of Class A shares within certain limitations. Information on stock options is as follows: CLASS A SHARES EXERCISE UNDER OPTION PRICE Outstanding at April 27, 1991................................................................. 1,020,000 $.50 to $1.17 Granted in 1992............................................................................... 795,000 $ .25 Cancelled in 1992............................................................................. (725,000) $.85 to $1.17 Outstanding at May 2, 1992 and May 1, 1993.................................................... 1,090,000 $ .25 to $.85 Options outstanding at May 1, 1993 expire at various dates ranging from October 26, 1994 through May 29, 1996. All options granted are exercisable at the date of grant. 8. INCOME TAXES At May 1, 1993, the Company has operating loss carryforwards for both tax and financial reporting purposes of approximately $2,800. Such carryforwards may be used to reduce otherwise taxable income until they expire in fiscal 2005 and 2006. The fiscal 1992 and 1993 provisions for current Federal income tax consists of alternative minimum tax, which can be used to offset future regular Federal income tax. F-13 PILLIOD HOLDING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 8. INCOME TAXES -- Continued The consolidated effective tax rate differs from the statutory U. S. federal tax rate for the following reasons and by the following percentages: MAY 2, MAY 1, 1992 1993 Statutory U. S. Federal tax (benefit) rate.................................................................. 34.0% 34.0% Amortization of asset basis differences..................................................................... 5.0 .6 Amortization of goodwill.................................................................................... 7.6 1.1 State and local taxes....................................................................................... 7.1 3.4 Other....................................................................................................... .6 .1 Effective tax rate.......................................................................................... 54.3% 39.2% The provision for deferred income taxes consists of the following: MAY 2, MAY 1, 1992 1993 Effect of operating loss carryforwards...................................................................... $ 308 $ 32 Property, plant and equipment............................................................................... (253 ) (223 ) Inventories................................................................................................. (54 ) 31 Accrued liabilities......................................................................................... 67 57 Other....................................................................................................... (68 ) 103 $ -- $ -- F-14