-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RlbhqG1MGZbz6VIHOviCMc+npybpSHYmhfP19xqOZZL83P2iyhjIyL5l0I/B3z/5 pgD+aCEibcq9zfFzr7xLcQ== /in/edgar/work/20000815/0000950144-00-010503/0000950144-00-010503.txt : 20000922 0000950144-00-010503.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950144-00-010503 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000701 FILED AS OF DATE: 20000815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JPS AUTOMOTIVE INC CENTRAL INDEX KEY: 0000924902 STANDARD INDUSTRIAL CLASSIFICATION: [3714 ] IRS NUMBER: 133770905 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-75510-01 FILM NUMBER: 703189 BUSINESS ADDRESS: STREET 1: 701 MCCLULLOGH DR CITY: CHARLOTTE STATE: NC ZIP: 28262 BUSINESS PHONE: 6108593000 MAIL ADDRESS: STREET 1: 701 MCCULLOUGH DR STREET 2: POST OFFICE BOX 32665 CITY: CHARLOTTE STATE: NC ZIP: 28262 FORMER COMPANY: FORMER CONFORMED NAME: JPS AUTOMOTIVE L P DATE OF NAME CHANGE: 19960828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JPS AUTOMOTIVE PRODUCTS CORP CENTRAL INDEX KEY: 0000919233 STANDARD INDUSTRIAL CLASSIFICATION: [3714 ] IRS NUMBER: 570993690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12944 FILM NUMBER: 703190 BUSINESS ADDRESS: STREET 1: 701 MCCULLOUGH DR CITY: CHARLOTTE, STATE: NC ZIP: 28262 BUSINESS PHONE: 6108593000 MAIL ADDRESS: STREET 1: 29 STEVENS ST CITY: GREENVILLE STATE: SC ZIP: 29602 10-Q 1 e10-q.txt JPS AUTOMOTIVE, INC./JPS AUTOMOTIVE PRODUCTS CORP 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended July 1, 2000 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ____ to____ Commission File Number 33-75510-01; 1-12944 JPS AUTOMOTIVE, INC. JPS AUTOMOTIVE PRODUCTS CORP. (EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS) (State or other Jurisdiction of (IRS Employer Identification) incorporation or Organization) No. 56-2001613 Delaware No. 57-0993690 Delaware 5755 New King Court Troy, MI 48098 (Address of principal executive offices, including zip code) (248) 824-2500 (Registrants telephone number, including area code) 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 [ ]. JPS Automotive Inc. and JPS Automotive Products Corp. meet the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and are therefore filing this form with the reduced disclosure format. As of August 10, 2000, the number of outstanding shares of JPS Automotive Inc. and JPS Automotive Products Corp. common stock was 1,500 and 100, respectively. 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. JPS AUTOMOTIVE INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS)
QUARTER ENDED SIX MONTHS ENDED ---------------------- ------------------------ JULY 1, JUNE 26, JULY 1, JUNE 26, 2000 1999 2000 1999 (13 WEEKS) (13 WEEKS) (27 WEEKS) (26 WEEKS) ------- ------- -------- -------- Net sales ................................................... $55,888 $70,336 $120,951 $135,901 Cost of goods sold .......................................... 50,247 62,569 107,743 121,273 ------- ------- -------- -------- Gross profit ................................................ 5,641 7,767 13,208 14,628 Selling, general and administrative expenses ................ 2,172 3,229 5,172 6,111 ------- ------- -------- -------- Operating income ............................................ 3,469 4,538 8,036 8,517 Interest expense, net ....................................... 1,949 2,026 4,095 4,280 Other income, net ........................................... (266) (45) (405) (88) ------- ------- -------- -------- Income before income taxes .................................. 1,786 2,557 4,346 4,325 Income tax expense .......................................... 803 1,101 1,869 1,838 ------- ------- -------- -------- Income before extraordinary charge and cumulative effect of a change in accounting principle ........................... 983 1,456 2,477 2,487 Cumulative effect of a change in accounting principle, net of income taxes of $528 ................... -- -- -- (791) ------- ------- -------- -------- Net income .................................................. $ 983 $ 1,456 $ 2,477 $ 1,696 ======= ======= ======== ========
See accompanying notes. I-1 3 JPS AUTOMOTIVE INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
(UNAUDITED) JULY 1, DECEMBER 25, 2000 1999 -------- -------- ASSETS Current assets: Cash and cash equivalents ............................................ $ 31,544 $ 810 Accounts receivable, net of allowance of $793 and $2,268 .................................................... 27,875 37,387 Purchased receivables of affiliates .................................. 955 4,805 Inventories .......................................................... 4,862 6,912 Receivables from related parties ..................................... 5,732 13,506 Revolving loan due from C&A Products ................................. 4,500 4,600 Deferred tax assets .................................................. 1,148 1,685 Other current assets ................................................. -- 1,085 -------- -------- Total current assets ............................................... 76,616 70,790 Property, plant and equipment, net ...................................... 46,055 48,308 Goodwill, net ........................................................... 96,417 97,757 Demand receivable due from C&A for income taxes ......................... 10,411 10,601 Debt issuance costs, net ................................................ 768 1,167 Other assets ............................................................ 1,037 1,439 -------- -------- $231,304 $230,062 LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Current maturities of long-term debt ................................. $ 86,915 $ -- Accounts payable ..................................................... 5,489 7,241 Accrued expenses ..................................................... 9,181 8,612 -------- -------- Total current liabilities .......................................... 101,585 15,853 Long-term debt .......................................................... -- 87,370 Other liabilities ....................................................... 9,327 8,924 Commitments and contingencies Stockholder's equity: Common stock, no par (1,500 shares authorized, issued and outstanding at July 1, 2000 and December 25, 1999).............. 35,000 35,000 Additional paid-in capital ........................................... 131,118 131,118 Accumulated deficit .................................................. (45,726) (48,203) -------- -------- Total stockholder's equity ....................................... 120,392 117,915 -------- -------- $231,304 $230,062 ======== ========
See accompanying notes. I-2 4 JPS AUTOMOTIVE INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
SIX MONTHS ENDED ----------------------- JULY 1, JUNE 26, 2000 1999 (27 WEEKS) (26 WEEKS) -------- -------- OPERATING ACTIVITIES: Income from continuing operations $ 2,477 $ 2,487 Adjustments to derive cash flow from continuing operating activities: Deferred income tax expense 1,677 1,411 Depreciation and amortization 4,450 4,828 Interest accretion and debt issuance cost amortization (56) (71) Changes in operating assets and liabilities 11,139 (8,717) -------- -------- Net cash provided by (used in) operating activities 19,687 (62) INVESTING ACTIVITIES: Additions to property, plant, and equipment (867) (3,519) Payments on purchased receivables 3,850 -- -------- -------- Net cash provided by (used in) investing activities 2,983 (3,519) -------- -------- FINANCING ACTIVITIES: Capital contributions from partners -- 3,528 Changes in amounts due C&A Products, net 7,964 16,120 Net proceeds from revolving loans 100 1,500 -------- -------- Net cash provided by financing activities 8,064 21,148 -------- -------- Net increase in cash and cash equivalents 30,734 17,567 Cash and cash equivalents at beginning of period 810 171 -------- -------- Cash and cash equivalents at end of period $ 31,544 $ 17,738 ======== ========
See accompanying notes. I-3 5 JPS AUTOMOTIVE INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: The condensed consolidated financial statements include the accounts of JPS Automotive, Inc. and its subsidiaries ("JPS Automotive"). In the opinion of management of JPS Automotive, the accompanying condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the consolidated financial position, results of operations and cash flows. Results of operations for interim periods are not necessarily indicative of results for the full year. JPS Automotive's fiscal year ends on the last Saturday of December. The 2000 fiscal year will consist of 53 weeks. In a 53-week year, JPS Automotive's policy is to include the additional week in the first quarter of the year. As a result, the quarter ended April 1, 2000 consisted of 14 weeks. The quarters ended July 1, 2000, June 26, 1999 and March 27, 1999 consisted of 13 weeks. For further information, refer to the consolidated financial statements and notes thereto included in JPS Automotive's Report on Form 10-K for the fiscal year ended December 25, 1999 (the "1999 10-K"). On December 11, 1996, Collins & Aikman Corporation ("C&A"), through its subsidiaries, acquired JPS Automotive L.P. and subsidiaries ("JPS Automotive L.P.") from Foamex International Inc. ("Foamex") pursuant to an Equity Purchase Agreement dated August 28, 1996, as amended December 11, 1996 (the "1996 Acquisition"). In the 1996 Acquisition, Collins & Aikman Products Co. ("C&A Products"), a wholly-owned subsidiary of C&A, acquired a .9999% limited partnership interest in JPS Automotive L.P. from Foamex and a 99% limited partnership interest in JPS Automotive L.P. from Foamex - JPS Automotive L.P. ("FJPS"). PACJ, Inc., a wholly-owned subsidiary of C&A Products with no operations, acquired a .0001% general partnership interest in JPS Automotive L.P. from JPSGP Inc. ("JPSGP"). Accordingly, 100% of the partnership interests in JPS Automotive L.P. were owned by PACJ, Inc. and C&A Products, which were, respectively, indirect and direct wholly-owned subsidiaries of C&A. Additionally, on December 11, 1996, C&A Products also acquired from Seiren Co. Ltd. and its affiliates a minority interest in Cramerton Automotive Products, L.P. and Cramerton Management Corporation, which were JPS Automotive L.P. subsidiaries that were merged in December 1997 under the name Cramerton Automotive Products, Inc. ("Cramerton"). JPS Automotive L.P. subsequently acquired the minority interest previously held by C&A Products and now owns 100% of Cramerton. On January 28, 2000, JPS Automotive merged with and into its general partner PACJ, Inc. In the merger, all of the outstanding limited partnership interests previously owned by C&A Products and the general partnership interests held by PACJ, Inc. were canceled without any payment being made thereon. As a result of the merger, PACJ, Inc. has changed its name to JPS Automotive, Inc. and has assumed all of the obligations under the indenture governing the JPS Automotive 11-1/8% Senior Notes due 2001 (the "Senior Notes"). The merger was accounted for as a pooling of interests and prior year financial information has been restated to reflect the merger. Prior to the merger, the operations of PACJ, Inc. consisted of interest income on its intercompany loan with C&A Products. During the quarter and six months ended June 26, 1999, $45 thousand and $88 thousand, respectively, of interest income has been reflected in the accompanying statements of operations related to this loan. At December 25, 1999, $2.4 million was outstanding on this intercompany loan. Net income is the only component of comprehensive income. Comprehensive income for the quarters ended July 1, 2000 and June 26, 1999 was $1.0 million and $1.5 million, respectively. Comprehensive income for the six months ended July 1, 2000 and June 26, 1999 was $2.5 million and $1.7 million, respectively. 2. GOODWILL: Goodwill, representing the excess of purchase price over the fair value of net assets acquired in the 1996 Acquisition, is being amortized on a straight-line basis over a period of forty years. Amortization of goodwill was $0.7 million and $1.4 million for the quarter and six months ended July 1, 2000, respectively, and $0.6 million and $1.3 million for the quarter and six months ended June 26, 1999, respectively. Accumulated amortization at July 1, 2000 was $9.4 million. The carrying value of goodwill is reviewed periodically based on the predicted undiscounted cash flows and pre-tax income over the remaining amortization periods. Should this review indicate that the I-4 6 JPS AUTOMOTIVE INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) goodwill balance will not be recoverable, JPS Automotive's carrying value of the goodwill will be reduced. At July 1, 2000, JPS Automotive believes the recorded value of its goodwill of $96.4 million is fully recoverable. 3. INVENTORIES: The components of inventories consist of (in thousands): July 1, December 25, 2000 1999 ------- ------- Raw materials and supplies................. $ 1,730 $ 2,492 Work in process............................ 2,601 2,752 Finished goods............................. 531 1,668 ------- ------- $ 4,862 $ 6,912 ======= ======= 4. RESTRUCTURING: On February 10, 1999, C&A Products announced a comprehensive plan ("the Reorganization") to reorganize its global automotive carpet, acoustics, plastics and accessory floormats businesses. During 1999, JPS Automotive recognized a restructuring charge related to the Reorganization of $0.3 million, representing severance costs associated with the reduction of administrative personnel at JPS Automotive's carpet facility. As of July 1, 2000, approximately $0.3 million had been spent in severance and related costs. On September 22, 1999, JPS Automotive completed the sale of its facility located in Cramerton, North Carolina for a sales price of $6 million, resulting in a loss on the sale of $4.9 million, and additional asset impairments, of certain machinery and equipment used in production, of $2.0 million. In addition, JPS Automotive established a reserve of $1.4 million for severance costs to be paid to the approximately 150 employees affected by the sale. At July 1, 2000, 156 employees had been terminated. As of July 1, 2000, approximately $1.0 million had been spent in severance and related costs. JPS Automotive and C&A Products are in the process of relocating the headliner business from the Cramerton, North Carolina facility to a C&A Products facility where C&A Products has begun producing headliner for JPS Automotive on a subcontract basis. 5. RELATED-PARTY TRANSACTIONS AND ALLOCATIONS: At July 1, 2000, C&A Products has pledged the ownership interests in its significant subsidiaries, including its interests in JPS Automotive, as security for debt of C&A Products totaling $425.1 million. Following the 1996 Acquisition, C&A Products began to develop plans to rationalize certain manufacturing locations as well as marketing and administrative functions. This rationalization involved transactions and arrangements between JPS Automotive and C&A Products, which were approved by the Board of Directors of PACJ, Inc., the general partner of JPS Automotive, and were reviewed by an investment banking firm of national standing, which rendered an opinion that they were fair to JPS Automotive from a financial point of view. The transactions and arrangements and proposed transactions and arrangements include the following: (i) the provision by C&A Products of additional administrative, management, marketing and program management services pursuant to a pre-existing services agreement assigned to C&A Products by Foamex (the "Existing Services Agreement"), (ii) the purchase from and sale to C&A Products and its subsidiaries of certain manufacturing assets, (iii) the transfer of manufacturing responsibility for certain automotive programs, and for the manufacturing of automotive carpet roll goods, to C&A Products and its subsidiaries and from C&A Products to JPS Automotive, and (iv) the transfer of certain automotive programs from JPS Automotive to C&A Products and its subsidiaries and from C&A Products to JPS Automotive. For a description of the compensation to be paid by JPS Automotive to C&A Products and by C&A Products to JPS Automotive pursuant to the transactions and arrangements described above, see Note 12 to JPS Automotive's consolidated financial statements included in the 1999 10-K. During the first quarter of 2000, JPS Automotive evaluated the terms of its arrangement with C&A Products to produce automotive I-5 7 JPS AUTOMOTIVE INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) carpet on a subcontract basis for a particular program and determined that certain costs had been excluded from the fee calculations. As a result, JPS Automotive billed C&A Products approximately $1.2 million, representing the cumulative amount owed to JPS Automotive for 1997, 1998 and 1999 under the terms of the intercompany arrangements. JPS Automotive paid or accrued the following amounts in connection with the transactions and arrangements described above and related transactions for the quarters ended July 1, 2000 and June 26, 1999: (i) $1.9 million and $1.8 million, respectively, for administrative and other services, and (ii) $26.6 million and $27.7 million, respectively, for contract manufacturing services (including the purchase of roll goods) provided to JPS Automotive by C&A Products and its subsidiaries. In addition, for the quarters ended July 1, 2000 and June 26, 1999, JPS Automotive recorded sales of $6.0 million and $4.4 million, respectively, relating to contract manufacturing services (including the sale of roll goods) provided to C&A Products and its subsidiaries. JPS Automotive paid or accrued the following amounts in connection with the transactions and arrangements described above and related transactions for the six months ended July 1, 2000 and June 26, 1999: (i) $3.8 million and $3.6 million, respectively, for administrative and other services, and (ii) $57.1 million and $47.9 million, respectively, for contract manufacturing services (including the purchase of roll goods) provided to JPS Automotive by C&A Products and its subsidiaries. In addition, for the six months ended July 1, 2000 and June 26, 1999, JPS Automotive recorded sales of $14.4 million and $9.1 million, respectively, relating to contract manufacturing services (including the sale of roll goods) provided to C&A Products and its subsidiaries. C&A Products and JPS Automotive entered into several additional arrangements including, among others, those described below. During the year ended December 27, 1997, C&A Products and JPS Automotive entered into reciprocal revolving credit arrangements whereby JPS Automotive may borrow up to $5 million from C&A Products and C&A Products may borrow up to $5 million from JPS Automotive. The borrower is charged interest on any outstanding balance at a rate equal to the rate charged to C&A Products under its revolving credit agreement. During the second quarter of 2000, C&A Products was charged $57 thousand in net interest related to these revolving credit arrangements. No interest was charged during the quarter ended June 26, 1999 as there was no outstanding balance under this arrangement during the second quarter of 1999. In accordance with C&A Products' normal practice, C&A Products designed and produced tooling for JPS Automotive, for which JPS Automotive reimbursed C&A Products its costs. The development of tooling was managed by JPS Automotive prior to the 1996 Acquisition. During December 1999, as permitted by the indenture governing the Senior Notes, JPS Automotive purchased accounts receivable from a subsidiary of C&A Products located in Mexico for $4.8 million, representing a gross balance of $5.1 million, discounted at 5%. The purchased receivables have terms similar to JPS Automotive's trade accounts receivable. At July 1, 2000 there was an outstanding balance of $1.0 million owed to JPS Automotive under this arrangement. During the quarter and six months ended July 1, 2000, approximately $0.1 million and $0.2 million, respectively, of income was recognized. JPS Automotive and C&A Products generally settle intercompany balances within ten days after a period end. In December 1999, C&A Products began offering a two percent discount for early payment of intercompany balances. During the quarter and six months ended July 1, 2000, JPS Automotive paid intercompany payable balances with C&A Products of $22.3 million and $40.5 million, respectively, prior to July 1, 2000, and received a discount of $0.2 million for the quarter and $0.4 million for the six months ended July 1, 2000. During the six months ended June 26, 1999, Cramerton incurred costs of approximately $1.0 million related to the construction of additional space at a C&A Products facility and the purchase of additional machinery and equipment for the production of bodycloth. C&A Products is manufacturing bodycloth for JPS Automotive on a subcontract basis at this location. I-6 8 JPS AUTOMOTIVE INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) On September 22, 1999, JPS Automotive completed the sale of its facility in Cramerton, North Carolina. JPS Automotive and C&A Products are relocating Cramerton's headliner business to a C&A Products facility where C&A Products has begun producing headliner for JPS Automotive on a subcontract basis. In connection with this move, during the six months ended July 1, 2000, Cramerton capitalized costs of $0.1 million related to the purchase of additional machinery and equipment for the production of headliner. C&A Products and JPS Automotive are also parties to a tax sharing agreement (the "Tax Sharing Agreement") that was assigned to C&A Products by Foamex in connection with the 1996 Acquisition. The Tax Sharing Agreement provides that JPS Automotive will make certain payments to its partners (principally C&A Products) in amounts equal to the taxes JPS Automotive would be required to pay if it were separately taxed. JPS Automotive and C&A Products maintain the Tax Sharing Agreement in lieu of adding JPS Automotive as a party to C&A's tax sharing arrangement. For the six months ended July 1, 2000, JPS Automotive recorded $0.2 million as an estimated amount due to C&A Products under the terms of the Tax Sharing Agreement. For the six months ended June 26, 1999, JPS Automotive recorded $0.4 million as an estimated amount due to C&A Products under the terms of the Tax Sharing Agreement. 6. INFORMATION ABOUT THE COMPANY'S OPERATIONS: JPS Automotive's customers primarily produce automobiles and light trucks in North America. JPS Automotive performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. Receivables generally are due within 45 days, and credit losses have consistently been within management's expectations and are provided for in the consolidated financial statements. Direct and indirect sales to significant customers in excess of ten percent of consolidated net sales from continuing operations are as follows: SIX MONTHS ENDED -------------------------- JULY 1, JUNE 26, 2000 1999 ------- -------- General Motors............. 42% 46% Toyota..................... 13% 13% DaimlerChrysler A.G........ 21% 13% JPS Automotive's two reportable segments are Automotive Carpet and Automotive Fabric. JPS Automotive's reportable segments are considered to be strategic business units by management. Each business segment utilizes different technology and focuses on specific vehicle interior systems. The Automotive Carpet segment produces molded floor carpet and luggage compartment trim. The Automotive Fabric segment produces seating upholstery fabric ("bodycloth") and headliner fabric. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in the 1999 10-K. JPS Automotive evaluates performance based on profit or loss from operations before interest expense, other income and expense, income taxes and before adjustments made pursuant to the transactions and arrangements made between C&A Products and JPS Automotive. (See Note 5.) I-7 9 JPS AUTOMOTIVE INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Information about JPS Automotive's reportable segments is presented below (in thousands). QUARTER ENDED JULY 1, 2000 (13 WEEKS) --------------------------------------------- AUTOMOTIVE AUTOMOTIVE CARPET FABRIC OTHER (1) TOTAL ---------- ---------- --------- ----- External revenues............... $ 45,217 $ 2,048 $ 8,623 $ 55,888 Depreciation and amortization... 1,731 477 -- 2,208 Operating income (loss) ........ 3,389 (688) 768 3,469 Total assets.................... 155,141 74,261 1,902 231,304 Capital expenditures ........... 654 -- -- 654 QUARTER ENDED JUNE 26, 1999 (13 WEEKS) --------------------------------------------- AUTOMOTIVE AUTOMOTIVE CARPET FABRIC OTHER (1) TOTAL ---------- ---------- --------- ----- External revenues............... $ 48,395 $ 11,726 $ 10,215 $ 70,336 Depreciation and amortization... 1,357 1,103 -- 2,460 Operating income ............... 1,366 171 3,001 4,538 Total assets.................... 159,444 81,104 3,531 244,079 Capital expenditures ........... 872 1,711 -- 2,583 SIX MONTHS ENDED JULY 1, 2000 (27 WEEKS) --------------------------------------------- AUTOMOTIVE AUTOMOTIVE CARPET FABRIC OTHER (1) TOTAL ---------- ---------- --------- ----- External revenues............... $ 91,531 $ 7,147 $ 22,273 $120,951 Depreciation and amortization... 3,206 1,244 -- 4,450 Operating income (loss)......... 6,291 (1,936) 3,681 8,036 Total assets.................... 155,141 74,261 1,902 231,304 Capital expenditures ........... 727 140 -- 867 SIX MONTHS ENDED JUNE 26, 1999 (26 WEEKS) --------------------------------------------- AUTOMOTIVE AUTOMOTIVE CARPET FABRIC OTHER (1) TOTAL ---------- ---------- --------- ----- External revenues............... $ 92,232 $ 23,813 $ 19,856 $135,901 Depreciation and amortization... 2,675 2,153 -- 4,828 Operating income ............... 2,098 333 6,086 8,517 Total assets.................... 159,444 81,104 3,531 244,079 Capital expenditures ........... 1,394 2,125 -- 3,519 (1) Other includes adjustments made pursuant to the transactions and arrangements between JPS Automotive and C&A Products. See Note 5. 7. COMMITMENTS AND CONTINGENCIES See "PART II - OTHER INFORMATION, Item 1. Legal Proceedings." The ultimate outcome of the legal proceedings to which JPS Automotive is a party will not, in the opinion of JPS Automotive's management based on the facts presently known to it, have a material adverse effect on the consolidated financial condition or results of operations of JPS Automotive. JPS Automotive is subject to various federal, state and local environmental laws and regulations that (i) affect ongoing operations and may increase capital costs and operating expenses and (ii) impose liability for the costs of investigation and remediation and certain other damages related to on-site and off-site contamination. JPS Automotive believes it has obtained or applied for the material permits necessary to conduct its business. To date, I-8 10 JPS AUTOMOTIVE INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) compliance with applicable environmental laws has not had and, in the opinion of management, based on the facts presently known to it, is not expected to have a material adverse effect on JPS Automotive's consolidated financial condition or results of operations. In December 1997, another subsidiary of C&A Products assumed substantially all of the environmental liabilities of JPS Automotive and its subsidiaries in exchange for a payment from JPS Automotive of approximately $4.1 million. JPS Automotive remains contingently liable for these environmental liabilities. In the opinion of management, based on the facts presently known to it, the environmental costs and contingencies will not have a material adverse effect on JPS Automotive's consolidated financial condition or results of operations. However, there can be no assurance that JPS Automotive has identified or properly assessed all potential environmental liabilities arising from the activities or properties of JPS Automotive, its present and former subsidiaries and their corporate predecessors. 8. NEWLY ISSUED ACCOUNTING STANDARDS: In April 1998, the American Institute of Certified Public Accountants issued Statement of Position No. 98-5, "Reporting on the Costs of Start-up Activities" ("SOP 98-5"). SOP 98-5 provides guidance on the financial reporting of start-up costs and organization costs and requires that all nongovernmental entities expense the costs of start-up activities as these costs are incurred instead of being capitalized and amortized. SOP 98-5 is effective for financial statements for fiscal years beginning after December 15, 1998, and the initial application of this pronouncement was reported as a cumulative effect of a change in accounting principle. JPS Automotive adopted SOP 98-5 on December 27, 1998. The initial impact of the adoption of SOP 98-5 at the beginning of fiscal 1999 was $0.8 million, net of income taxes of $0.5 million. In September 1999, the FASB's Emerging Issues Task Force ("EITF") reached a consensus regarding EITF Issue No. 99-5, "Accounting for Pre-Production Costs Related to Long-Term Supply Arrangements" ("EITF No. 99-5"). EITF No. 99-5 requires that design and development costs for products to be sold under long-term supply arrangements be expensed as incurred, and costs incurred for molds, dies and other tools that will be used in producing the products under long-term supply agreements be capitalized and amortized over the shorter of the expected useful life of the assets or the term of the supply arrangement. The consensus can be applied prospectively to costs incurred after December 31, 1999 or as a cumulative effect of a change in accounting principle as of the beginning of a company's fiscal year. The company adopted the provisions of EITF No. 99-5 on a prospective basis on December 26, 1999. The adoption of EITF No. 99-5 did not have a material impact on JPS Automotive's financial position or the results of operations. At July 1, 2000, JPS Automotive had assets of $1.1 million of molds, dies and other tools that are owned by suppliers. 9. SUBSEQUENT EVENT On July 24, 2000, $5.9 million principal amount of JPS Automotive, Inc. 11 1/8% Senior Notes due 2001 (the "Senior Notes") were purchased by JPS Automotive on the open market and retired. I-9 11 JPS AUTOMOTIVE PRODUCTS CORP. (A WHOLLY-OWNED SUBSIDIARY OF JPS AUTOMOTIVE, INC.) BALANCE SHEETS (UNAUDITED) JULY 1, DECEMBER 25, 2000 1999 ----------- ------------ (in thousands) ASSETS Current assets - Cash............................. $ 1 $ 1 =========== ============ LIABILITIES AND SHAREHOLDER'S EQUITY Liabilities ...................................... $ -- $ -- ----------- ------------ Shareholder's equity: Common stock, par value $0.01 per share; 10,000,000 shares authorized, 100 shares issued and outstanding........ -- -- Additional paid-in capital................... 1 1 ----------- ------------ Total shareholder's equity............... 1 1 ----------- ------------ $ 1 $ 1 =========== ============ See accompanying note. I-10 12 JPS AUTOMOTIVE PRODUCTS CORP. (A WHOLLY-OWNED SUBSIDIARY OF JPS AUTOMOTIVE, INC.) NOTE TO BALANCE SHEETS (UNAUDITED) 1. COMMITMENTS AND CONTINGENCIES JPS Automotive Products Corp. ("Products Corp.") is a joint obligor (and co-registrant) with JPS Automotive, Inc. of the 11-1/8% Senior Notes due 2001 (the "Senior Notes"), which had an outstanding balance of $86.9 million (including a premium of $0.9 million) as of July 1, 2000. On July 24, 2000, $5.9 million principal amount of the JPS Automotive Senior Notes were purchased by JPS Automotive on the open market and retired. I-11 13 JPS AUTOMOTIVE INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Pursuant to General Instruction H(2)(a) to Form 10-Q, the following discussion is management's narrative analysis of the results of operations explaining the reasons for material changes in the amount of revenue and expense items between the most recent fiscal year-to-date period presented and the corresponding year-to-date period in the preceding fiscal year. JPS Automotive produces and supplies a complete line of automotive textiles and specialty textile products to North American automobile and light truck manufacturers. The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes thereto of JPS Automotive and Products Corp. included in this report. SIX MONTHS ENDED JULY 1, 2000 COMPARED TO SIX MONTHS ENDED JUNE 26, 1999. JPS Automotive's fiscal year ends on the last Saturday of December. The 2000 fiscal year will consist of 53 weeks. In a 53-week year, JPS Automotive's policy is to include the additional week in the first quarter of the year. As a result, the six months ended July 1, 2000 consisted of 27 weeks. Therefore, sales in all divisions and associated costs and expenses were impacted by the longer reporting period for the six months ended July 1, 2000. NET SALES: Net sales for JPS Automotive for the six months ended July 1, 2000 decreased 11.0% from $135.9 million to $121.0 million for the six months ended July 1, 2000. The primary reason for the sales decline is attributable to program run-outs in Automotive Fabric. GROSS PROFIT: Gross profit as a percentage of sales for the six months ended July 1, 2000 was 10.9% compared to 10.8% for the six months ended June 26, 1999. SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES: Selling, general, and administrative expenses decreased 15.4% to $5.2 million for the six months ended July 1, 2000, down $0.9 million from the comparable 1999 period. The decrease is related to reduced expenses resulting from the relocation of the Cramerton, North Carolina fabrics facility to another fabrics facility. This decrease is partially offset by additional provisions for uncollectible accounts receivable by Automotive Carpet. INTEREST EXPENSE: Interest expense, net of interest income, was $4.1 million for the six months ended July 1, 2000, compared to $4.3 million for the six months ended June 26, 1999. The decrease is primarily due to higher interest income in 2000 resulting from increased cash balances. OTHER INCOME: JPS Automotive had other income of $0.4 million for the six months ended July 1, 2000, compared to $0.1 million in the comparable 1999 period. The increase is primarily due to income recognized on the accounts receivable purchased from a subsidiary of C&A Products in December, 1999. INCOME TAXES: The income tax provision for the six months ended July 1, 2000 increased to $1.9 million from $1.8 million in the comparable 1999 period. JPS Automotive's effective tax rate for the six months ended July 1, 2000 was 43.0% compared to 42.5% for the six months ended June 26, 1999. CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE: JPS Automotive adopted the provisions of Statement of Position No. 98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5") at the beginning of 1999. SOP 98-5 provides guidance on the financial reporting of start-up activities as these costs are incurred instead of being capitalized and amortized. The initial impact of SOP 98-5 resulted in a charge of $0.8 million, net of income taxes of $0.5 million. NET INCOME: Net income was $2.5 million for the six months ended July 1, 2000 and $1.7 million for the six months ended June 26, 1999 primarily due to the reasons cited above. I-12 14 JPS AUTOMOTIVE INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES JPS Automotive's operating cash requirements consist principally of working capital requirements, scheduled payments of principal and interest on its outstanding indebtedness and capital expenditures. JPS Automotive believes the cash flow from operating activities, cash on hand and periodic capital contributions and borrowings will be adequate to meet operating cash requirements. For a discussion of certain transactions and arrangements and proposed transactions and arrangements between C&A Products and JPS Automotive, see Note 5 to JPS Automotive's Condensed Consolidated Financial Statements. The JPS Automotive Senior Notes will mature in June, 2001. JPS Automotive currently plans to satisfy the obligation with cash generated from operations, with a portion being refinanced by C&A Products. On July 24, 2000, $5.9 million principal amount of the JPS Automotive Senior Notes were purchased by JPS Automotive on the open market and retired. SAFE HARBOR STATEMENT This Form 10-Q contains statements which, to the extent they are not historical fact, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Safe Harbor Acts"). All forward-looking statements involve risks and uncertainties. The forward-looking statements in this Form 10-Q are intended to be subject to the safe harbor protection provided by the Safe Harbor Acts. Risks and uncertainties that could cause actual results to vary materially from those anticipated in the forward-looking statements included in this Form 10-Q include general economic conditions in the markets in which JPS Automotive operates and industry-based factors such as possible declines in the North American automobile and light truck build, labor strikes at JPS Automotive's major customers, changes in consumer preferences, dependence on significant automotive customers, changes in the popularity of particular vehicle models or particular interior trim packages, the loss of programs on particular vehicle models, the level of competition in the automotive supply industry and pricing pressure from automotive customers, as well as factors more specific to JPS Automotive, such as the substantial leverage of JPS Automotive and limitations imposed by the Senior Notes. For a discussion of certain of these and other important factors which may affect the operations, products and markets of JPS Automotive, see "Business" in the 1999 10-K and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 1999 10-K, the Notes to JPS Automotive's Consolidated Financial Statements in the 1999 10-K, the Company's report on Form 10-Q for the fiscal quarter ended April 1, 2000 and above in this Form 10-Q and also see JPS Automotive's other filings with the Securities and Exchange Commission. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. JPS Automotive does not have any exposure to market risk for changes in interest rates and foreign exchange rates. I-13 15 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. There have been no material developments in legal proceedings involving JPS Automotive or its subsidiaries since those reported, if any, in JPS Automotive's Annual Report on Form 10-K for the fiscal year ended December 25, 1999. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits. Exhibit Number Description - ------- ----------- 2.1 Agreement and Plan of Merger dated as of January 1, 2000 by and between PACJ, Inc. and JPS Automotive L.P. is hereby incorporated by reference to Exhibit 2.1 of the Form 8-K of JPS Automotive and Products Corp. dated January 28, 2000. 3(i).1 Certificate of Incorporation of Products Corp. is hereby incorporated by reference to Exhibit 3.1 of Products Corp.'s Registration Statement on Form S-1, Registration No. 33-75510. 3(i).2 Certificate of Incorporation of PACJ, Inc. is hereby incorporated by reference to Exhibit 3.3 of the Form 10-K of JPS Automotive and Products Corp for the fiscal year ended December 25, 1999. 3(ii).1 By-laws of Products Corp. are hereby incorporated by reference to Exhibit 3.2 of Products Corp.'s Registration Statement on Form S-1, Registration No. 33-75510. 3(ii).2 By-laws of PACJ, Inc. are hereby incorporated by reference to Exhibit 3.4 of the Form 10-K of JPS Automotive and Products Corp. for the fiscal year ended December 25, 1999. 27 Financial Data Schedules (b) Reports on Form 8-K During the quarter for which this Report on Form 10-Q is filed, JPS Automotive and Products Corp. did not file any reports on Form 8-K. II-1 16 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized, on the 15th day of August, 2000. JPS AUTOMOTIVE INC. By: /s/ Rajesh Shah ----------------------------------------- Rajesh K. Shah Executive Vice President and Chief Financial Officer (On behalf of the Registrant and as Principal Financial and Chief Accounting Officer) JPS AUTOMOTIVE PRODUCTS CORP. By: /s/ Rajesh Shah ----------------------------------------- Rajesh K. Shah Executive Vice President and Chief Financial Officer EX-27.1 2 ex27-1.txt FINANCIAL DATA SCHEDULE (JPS AUTOMOTIVE INC.)
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JULY 1, 2000, AND SUCH IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000924902 JPS AUTOMOTIVE, INC. 1,000 6-MOS DEC-30-2000 JUL-01-2000 31,544 0 28,668 793 4,862 76,616 61,665 15,610 231,304 101,585 0 0 0 35,000 85,392 231,304 120,951 120,951 107,743 5,172 (405) 400 4,095 4,346 1,869 2,477 0 0 0 2,477 0.00 0.00
EX-27.2 3 ex27-2.txt FINANCIAL DATA SCHEDULE (JPS AUTOMOTIVE PROD CORP)
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JPS AUTOMOTIVE PRODUCTS CORP. BALANCE SHEET AT JULY 1, 2000, AND SUCH IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000919233 JPS AUTOMOTIVE PRODUCTS CORP. 1,000 6-MOS DEC-30-2000 JUL-01-2000 1 0 0 0 0 1 0 0 1 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0.00 0.00
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