-----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, UBkS9J8GWHhWEqFMAuMef85HWjjSAHnC3x6dWqQHa2VQLYdSxXOwy7g7IKlj50hB CcDOLyIkmlbQ623dApEJzQ== 0000950168-97-002318.txt : 19970818 0000950168-97-002318.hdr.sgml : 19970818 ACCESSION NUMBER: 0000950168-97-002318 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970628 FILED AS OF DATE: 19970815 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JPS AUTOMOTIVE L P CENTRAL INDEX KEY: 0000924902 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133770905 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-75510-01 FILM NUMBER: 97664460 BUSINESS ADDRESS: STREET 1: 29 STEVENS ST CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 6108593000 MAIL ADDRESS: STREET 1: 29 STEVENS ST CITY: GREENVILLE STATE: SC ZIP: 29602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JPS AUTOMOTIVE PRODUCTS CORP CENTRAL INDEX KEY: 0000919233 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 570993690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12944 FILM NUMBER: 97664461 BUSINESS ADDRESS: STREET 1: 701 MCCULLOUGH DR CITY: CHARLOTTE, STATE: NC ZIP: 28266 BUSINESS PHONE: 6108593000 MAIL ADDRESS: STREET 1: 29 STEVENS ST CITY: GREENVILLE STATE: SC ZIP: 29602 10-Q 1 JPS AUTOMOTIVE 10-Q 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 June 28, 1997 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 L.P. JPS AUTOMOTIVE PRODUCTS CORP. (State or other Jurisdiction of (IRS Employer Identification incorporation or Organization) No. 57-1060375 Delaware No. 57-0993690) Delaware 701 McCullough Drive Charlotte, NC 28262 Telephone (704) 547-8500 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 L.P. 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 14, 1997, the number of outstanding shares of JPS Automotive Products Corp. common stock was 100. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. JPS AUTOMOTIVE L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS)
QUARTER ENDED SIX MONTHS ENDED PREDECESSOR PREDECESSOR COMPANY COMPANY JUNE 28, JUNE 30, JUNE 28, JUNE 30, 1997 1996 1997 1996 Net sales............................................... $ 62,119 $ 65,174 $ 120,143 $ 124,041 Cost of goods sold...................................... 51,688 53,437 102,052 101,918 --------- --------- ---------- ---------- Gross profit............................................ 10,431 11,737 18,091 22,123 Selling, general and administrative expenses............ 4,258 4,950 8,710 9,443 --------- --------- ---------- ---------- Income from operations.................................. 6,173 6,787 9,381 12,680 Interest expense, net................................... 2,436 5,154 5,609 10,407 Other (income) expense, net............................. - 8 (5) (2) Minority interest in consolidated subsidiary............ - 270 - 572 --------- --------- ---------- ---------- Income before income taxes.............................. 3,737 1,355 3,777 1,703 Income tax provision.................................... 1,616 88 1,773 175 --------- --------- ---------- ---------- Income from continuing operations....................... 2,121 1,267 2,004 1,528 Income from discontinued operations, net of income tax of $587, $23, $1,044 and $46.............. 913 995 1,584 2,045 --------- --------- ---------- ---------- Income before extraordinary loss........................ 3,034 2,262 3,588 3,573 Extraordinary loss, net of income tax of $442........... (721) - (721) - --------- --------- ---------- ---------- Net income.............................................. $ 2,313 $ 2,262 $ 2,867 $ 3,573 ========= ========= ========== ==========
See accompanying notes. I-1 JPS AUTOMOTIVE L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
(Unaudited) June 28, December 28, ASSETS 1997 1996 Current assets: Cash and cash equivalents................................... $ - $ 198 Accounts receivable, net.................................... 36,743 26,840 Inventories................................................. 15,461 14,290 Net assets of discontinued operations....................... 52,855 50,418 Other current assets........................................ 10,497 9,764 ---------- ---------- Total current assets...................................... 115,556 101,510 ---------- ---------- Property, plant and equipment, net............................. 59,082 59,512 Goodwill, net.................................................. 113,110 114,769 Other assets................................................... 9,908 10,557 ---------- ---------- $ 297,656 $ 286,348 ========== ========== LIABILITIES AND OWNERS' EQUITY Current liabilities: Accounts payable............................................ $ 17,325 $ 12,014 Accrued expenses............................................ 22,364 21,996 Loan from C&A Products...................................... 4,980 - ---------- ---------- Total current liabilities................................. 44,669 34,010 ---------- ---------- Long-term debt................................................. 92,346 117,175 Other liabilities.............................................. 12,016 12,638 Commitments and contingencies.................................. Owners' equity: General partner............................................. 48,073 48,073 Limited partner............................................. 100,552 74,452 ---------- ---------- Total owners' equity.................................... 148,625 122,525 ---------- ---------- $ 297,656 $ 286,348 ========== ==========
See accompanying notes. I-2 JPS AUTOMOTIVE L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) (IN THOUSANDS)
SIX MONTHS ENDED PREDECESSOR COMPANY JUNE 28, JUNE 30, 1997 1996 OPERATING ACTIVITIES Net income $ 2,867 $ 3,573 Adjustments to reconcile net income to net cash provided by operating activities: Income from discontinued operations.......................... (1,584) (2,045) Extraordinary loss, net...................................... 721 - Depreciation and amortization................................ 4,344 5,988 Interest accretion and debt issuance cost amortization............................................... (170) 587 Other, net .................................................. 279 14 Changes in operating assets and liabilities ................. (5,763) (3,053) ----------- ----------- Net cash provided by continuing operations................. 694 5,064 ----------- ----------- Net cash provided by discontinued operations...................... 698 2,889 ----------- ----------- Net cash provided by operating activities.................. 1,392 7,953 ----------- ----------- INVESTING ACTIVITIES Capital expenditures.............................................. (4,115) (2,678) Other, net ....................................................... (5) 37 ----------- ----------- Net cash used in investing activities...................... (4,120) (2,641) ----------- ----------- FINANCING ACTIVITIES Repayments of long-term debt...................................... (23,645) (316) Capital contributions from partners............................... 23,233 - Repayments of revolving loans..................................... - (6,712) Net borrowings from C&A Products.................................. 4,980 Other, net ....................................................... (2,038) - ----------- ----------- Net cash provided by (used in) financing activities 2,530 (7,028) ----------- ----------- Net increase in cash and cash equivalents......................... (198) (1,716) Cash and cash equivalents at beginning of period.................. 198 2,837 ----------- ----------- Cash and cash equivalents at end of period........................ $ - $ 1,121 =========== ===========
See accompanying notes. I-3 JPS AUTOMOTIVE L.P. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION: CONDENSED CONSOLIDATED FINANCIAL STATEMENT The condensed consolidated financial statements include the accounts of JPS Automotive L.P. and its subsidiaries ("JPS Automotive"). In the opinion of management of JPS Automotive, the accompanying condensed consolidated financial statements reflect all adjustments considered 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. Certain reclassifications have been made to these condensed consolidated financial statements for the quarter and six months ended June 30, 1996 to conform to the fiscal 1997 presentation and are related to the Air Restraint and Technical Products Division ("Airbag") being classified as a discontinued operation. See Note 5. For further information, refer to the consolidated financial statements and notes thereto included in JPS Automotive's Transition Report on Form 10-K for the transition period from January 1, 1996 to December 28, 1996. THE 1996 ACQUISITION On December 11, 1996, Collins & Aikman Corporation ("C&A"), through its subsidiaries, acquired JPS Automotive from Foamex International Inc. ("Foamex") pursuant to an Equity Purchase Agreement dated August 28, 1996, as amended December 11, 1996 (the "1996 Acquisition"). The purchase price for the 1996 Acquisition was an aggregate of approximately $220 million, subject to postclosing adjustment, consisting of approximately $195 million of indebtedness of JPS Automotive and approximately $25 million in cash paid to Foamex. 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 from Foamex and a 99% limited partnership interest in JPS Automotive from Foamex - JPS Automotive L.P. ("FJPS"). PACJ, Inc., a wholly owned subsidiary of C&A Products, acquired a .0001% general partnership interest in JPS Automotive from JPSGP Inc. ("JPSGP"). Accordingly, 100% of the partnership interests in JPS Automotive are owned by PACJ, Inc. and C&A Products, which are, respectively, indirect and direct wholly owned subsidiaries of C&A. In addition, on December 11, 1996, C&A Products purchased from Seiren Co. Ltd. and its affiliates for $10 million, the 20% minority interest in Cramerton Automotive Products, L.P. ("Cramerton") not held by JPS Automotive. JPS Automotive subsequently acquired the 20% minority interest previously held by the Seiren entities. In connection with the 1996 Acquisition, C&A, through its subsidiaries, acquired approximately $68 million of JPS Automotive's outstanding 11-1/8% Senior Notes due 2001 (the "Senior Notes"), which were subsequently retired by JPS Automotive. In addition, at the time of closing, approximately $15 million of JPS Automotive's outstanding debt was repaid. The Senior Notes formerly held by C&A and the funds used to repay JPS Automotive's outstanding bank indebtedness were recorded as capital contributions to JPS Automotive from C&A and its subsidiaries. THE 1994 ACQUISITION JPS Automotive L.P. was formed on May 17, 1994 (JPS Automotive L.P., as it existed prior to the 1996 Acquisition being hereinafter referred to as the "Predecessor Company"), for the purpose of acquiring a 100% ownership interest in JPS Automotive Products Corp. ("Products Corp."), which was purchased for nominal consideration on May 25, 1994. On June 28, 1994, FJPS and JPSGP, the owners of a 99% limited partnership I-4 JPS AUTOMOTIVE L.P. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) interest and a 1% general partnership interest in the Predecessor Company, respectively, made capital contributions of approximately $90.0 million to the Predecessor Company which, in turn, made a capital contribution of approximately $90.0 million to Products Corp. FJPS and JPSGP were indirect wholly owned subsidiaries of Foamex. On June 28, 1994, Products Corp. acquired the assets of the automotive products and industrial fabrics divisions of JPS Textile Group, Inc. ("JPS Textile") (the "1994 Acquisition"). Effective October 3, 1994, Products Corp. transferred and assigned substantially all of its assets, subject to substantially all of its liabilities, to the Predecessor Company, which agreed to assume such liabilities. 2. INVENTORIES: The components of inventories consist of: JUNE 28, DECEMBER 28, 1997 1996 ------------------ ------------------ Raw materials and supplies $ 4,417 $ 4,210 Work-in-process 8,449 7,323 Finished goods 2,595 2,757 ------------------ ------------------ Total $ 15,461 $ 14,290 ================== ================== 3. 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 the period of forty years. Amortization of goodwill for the quarter and six months ended June 28, 1997 was $.7 million and $1.5 million, respectively. Accumulated amortization at June 28, 1997 was $1.7 million. The carrying value of goodwill will be reviewed periodically based on the nondiscounted cash flows and pretax income over the remaining amortization periods. Should this review indicate that the goodwill balance will not be recoverable, JPS Automotive's carrying value of the goodwill will be reduced. At June 28, 1997, JPS Automotive believes its goodwill of $113.1 million was fully recoverable. 4. FACILITY CLOSING COSTS: In connection with the 1996 Acquisition, C&A has developed preliminary plans for JPS Automotive to rationalize certain manufacturing locations, as well as marketing and administrative functions. These plans have not been finalized. Costs accrued at December 28, 1996, for the shutdown of facilities and severance and other personnel costs were $2.2 million and $7.0 million, respectively. During the quarter and six months ended June 28, 1997, JPS Automotive expended approximately $.7 million and $1.3 million, respectively, for the shutdown of facilities and severance and other personnel costs. 5. DISCONTINUED OPERATIONS: On July 1, 1997, C&A announced that JPS Automotive had entered into an agreement to sell Airbag to Safety Components International, Inc. for a purchase price of $56.3 million, subject to adjustment. This sale was completed on July 24, 1997. See Note 8. JPS Automotive has accounted for the financial results and net I-5 JPS AUTOMOTIVE L.P. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) assets of Airbag as a discontinued operation. Accordingly, previously reported financial results for all periods presented have been restated to reflect Airbag as a discontinued operation. Airbag reported income of $.9 million and $1.6 million for the quarter and six months ended June 28, 1997, respectively, and reported income of $1.0 million and $2.0 million for the quarter and six months ended June 30, 1996, respectively. 6. RELATED PARTY TRANSACTIONS: At June 28, 1997, C&A Products has pledged the ownership interests in its significant subsidiaries, including its partnership interest in JPS Automotive, as security for debt of C&A Products totaling $485.6 million. C&A Products currently provides general administrative services to JPS Automotive pursuant to a preexisting Services Agreement assigned to C&A Products by Foamex (the "Existing Services Agreement"). In addition, in connection with the 1996 Acquisition, C&A has developed preliminary plans for JPS Automotive to rationalize certain manufacturing locations as well as marketing and administrative functions. In effecting these plans, C&A and its affiliates currently contemplate entering into certain arrangements with JPS Automotive and its affiliates, including (i) the provision by C&A Products pursuant to the Existing Services Agreement of certain administrative and management functions previously conducted by JPS Automotive, (ii) the provision by C&A Products of certain marketing and program management functions to JPS Automotive, (iii) the purchase from and the sale to C&A Products of certain manufacturing assets, (iv) the transfer of certain automotive programs, or manufacturing responsibility for them, from JPS Automotive and Cramerton to C&A Products and its subsidiaries and from C&A Products to JPS Automotive and (v) a guarantee by C&A Products in favor of JPS Automotive of the value to be received by JPS Automotive for certain idled assets of JPS Automotive. Where automotive programs are transferred from C&A Products or JPS Automotive to the other party, the manufacturer is expected to pay a royalty to the party that originally obtained the transferred contract or, where manufacturing responsibility for an automotive program is transferred, the manufacturer is expected to receive a manufacturing fee based on its costs plus a predetermined fee. It is expected that any payments made by JPS Automotive in the case of outsourcing of manufacturing will not exceed JPS Automotive's current cost to produce such product. For the quarter and six months ended June 28, 1997, JPS Automotive was charged $.8 million and $1.5 million, respectively, by C&A Products for certain administrative and management services in accordance with the Existing Services Agreement. No amounts were paid or accrued by JPS Automotive for any other current or proposed arrangements during the second quarter or first six months of 1997. During the six months ended June 28, 1997, C&A Products and JPS Automotive entered into a revolving credit arrangement whereby JPS Automotive may borrow up to $5 million from C&A Products. JPS Automotive is charged interest on any outstanding balance at a rate equal to the rate charged to C&A Products under its revolving credit agreement with The Chase Manhattan Bank. During the quarter ended June 28, 1997, JPS Automotive was charged $.1 million in interest related to this revolving credit arrangement, reflecting an average interest rate during the quarter of 7.7%. As a result of the 1996 Acquisition, holders of the Senior Notes had the right to put their notes to JPS Automotive at a price of 101% of their principal amount plus accrued interest. Approximately $3.9 million principal amount of Senior Notes were so put to JPS Automotive and then purchased and retired by JPS Automotive in the first quarter of 1997. During the quarter ended June 28, 1997, an additional $19.4 million principal amount of Senior Notes were purchased by JPS Automotive on the open market and retired. To fund these purchases (including premium and interest paid), C&A Products made capital contributions of approximately $19.2 million as well as loaned funds in accordance with the revolving credit arrangement previously discussed. I-6 JPS AUTOMOTIVE L.P. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) PREDECESSOR COMPANY The Predecessor Company regularly entered into transactions with its affiliates in the ordinary course of business. JPS Automotive had a supply agreement (the "Supply Agreement") with Foamex. Pursuant to the terms of the Supply Agreement, at the option of JPS Automotive, Foamex purchased certain raw materials which are necessary for the manufacture of JPS Automotive's products, and would resell such raw materials to JPS Automotive at a price equal to net cost plus reasonable out of pocket expenses. During the quarter and six months ended June 30, 1996, JPS Automotive purchased approximately $24.7 million and $47.0 million, respectively, of raw materials under the Supply Agreement. 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 result 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 soil and groundwater contamination. JPS Automotive believes it has obtained or applied for the material permits necessary to conduct its business. To date, 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. Although not named as a potentially responsible party for any environmentally contaminated sites, JPS Automotive has accrued environmental costs at June 28, 1997, of $4.3 million, $.6 million of which is included in current liabilities. Although it is possible that new information or future events could require JPS Automotive to reassess its potential exposure relating to pending environmental matters, management believes that, based on the facts presently known to it, the resolution of such environmental matters will not have a material adverse effect on JPS Automotive's consolidated financial condition or results of operations. The possibility exists, however, that new environmental legislation may be passed or environmental regulations may be adopted, or other environmental conditions may be found to exist, that may require expenditures not currently anticipated which may be material, and there can be no assurance that JPS Automotive has identified or properly assessed all potential environmental liability arising from its activities or properties. I-7 JPS AUTOMOTIVE L.P. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED) (UNAUDITED) 8. SUBSEQUENT EVENT: On July 1, 1997, C&A announced that JPS Automotive had entered into an agreement to sell Airbag to Safety Components International, Inc. This sale was completed on July 24, 1997 for a purchase price of $56.3 million, subject to adjustment. Pursuant to the indenture governing the Senior Notes, in connection with the sale of Airbag, C&A currently intends to cause JPS Automotive to make an offer to purchase (up to the amount of the net proceeds from the sale) the Senior Notes at 100% of their principal amount as soon as practicable. From the date of the 1996 Acquisition through August 11, 1997, however, the Senior Notes have traded at values in excess of 100% of their principal amount. Accordingly, C&A currently expects to cause JPS Automotive to use the proceeds remaining from the sale of Airbag after the termination of the offer to purchase to make a distribution to C&A Products, to the extent allowed under the restricted payments provisions of the Senior Notes indenture. JPS Automotive currently estimates that approximately $40 million of such proceeds will be available to pay such distribution. I-8 JPS AUTOMOTIVE PRODUCTS CORP. (A WHOLLY-OWNED SUBSIDIARY OF JPS AUTOMOTIVE L.P.) BALANCE SHEETS
(Unaudited) June 28, December 28 1997 1996 (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 notes. I-9 JPS AUTOMOTIVE PRODUCTS CORP. (A WHOLLY-OWNED SUBSIDIARY OF JPS AUTOMOTIVE L.P.) 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 L.P. of 11 1/8% senior notes due 2001 with an outstanding principal balance of $88.6 million as of June 28, 1997. I-10 JPS AUTOMOTIVE L.P. 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 a 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 manufactures and supplies textiles and specialty textile products for passenger car and light truck production in North America. On June 28, 1994, JPS Automotive acquired the assets of the automotive products and industrial fabrics divisions of JPS Textile in the 1994 Acquisition. On December 11, 1996, C&A, through its subsidiaries, acquired JPS Automotive from Foamex in the 1996 Acquisition. 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. On July 1, 1997, C&A announced that JPS Automotive had entered into an agreement to sell Airbag to Safety Components International, Inc. This sale was completed on July 24, 1997 for a purchase price of $56.3 million, subject to adjustment. Pursuant to the indenture governing the Senior Notes, in connection with the sale of Airbag, C&A currently intends to cause JPS Automotive to make an offer to purchase (up to the amount of the net proceeds from the sale) the Senior Notes at 100% of their principal amount as soon as practicable. From the date of the 1996 Acquisition through August 11, 1997, however, the Senior Notes have traded at values in excess of 100% of their principal amount. Accordingly, C&A currently expects to cause JPS Automotive to use the proceeds remaining from the sale of Airbag after the termination of the offer to purchase to make a distribution to C&A Products, to the extent allowed under the restricted payments provisions of the Senior Notes indenture. C&A currently estimates that approximately $40 million of such proceeds will be available to pay such distribution. The consolidated balance sheets as of June 28, 1997 and December 28, 1996, the consolidated statements of operations for the quarter and six months ended June 28, 1997 and the statement of cash flows for the six months ended June 28, 1997, pertain to JPS Automotive. The consolidated statements of operations for the quarter and six months ended June 30, 1996 and the statement of cash flows for the six months ended June 30, 1996, pertain to the Predecessor Company. Following the 1994 Acquisition, Foamex and its affiliates provided JPS Automotive with certain legal, accounting, auditing and other administrative services pursuant to the Existing Services Agreement between Foamex and its affiliates and JPS Automotive. The Existing Services Agreement was transferred to and assumed by C&A in connection with the 1996 Acquisition. In addition, C&A is expected to provide a greater level of services than were provided by Foamex. Therefore, historical amounts for selling, general and administrative expenses may not be directly comparable to amounts reported by JPS Automotive after the 1996 Acquisition. SIX MONTHS ENDED JUNE 28, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996. CONSOLIDATED RESULTS OF OPERATIONS Net sales for the six months ended June 28, 1997 were $120.1 million as compared to $124.0 million for the six months ended June 30, 1996. The $3.9 million decrease in net sales was primarily due to the loss of certain headliner business and reduced production in the first six months of 1997 of the automobile and light truck programs which JPS Automotive supplies. I-11 JPS AUTOMOTIVE L.P. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Gross profit as a percentage of net sales decreased to 15.1% for the six months ended June 28, 1997 from 17.8% in the comparable period of 1996 primarily due to a shift towards lower margin automobile and light truck programs that began in the second half of 1996 and continued through the first half of 1997. Selling, general and administrative expenses decreased to $8.7 million for the six months ended June 28, 1997 from $9.4 million in the comparable 1996 period. This decrease is the result of lower administrative costs resulting from the 1996 Acquisition. Interest and debt issuance expense decreased to $5.6 million for the six months ended June 28, 1997 from $10.4 million in the comparable period of 1996 primarily due to the lower overall outstanding debt levels following the 1996 Acquisition. In connection with the 1996 Acquisition, JPS Automotive's revolving facilities were repaid and terminated and $68.0 million in Senior Notes were retired. As a result of the 1996 Acquisition, holders of the Senior Notes had a right to put their notes to JPS Automotive. Approximately $3.9 million principal amount of Senior Notes were so put to JPS Automotive and then purchased and retired by JPS Automotive in the first quarter of 1997. In addition, during the quarter ended June 28, 1997, approximately $19.4 million principal amount of Senior Notes were purchased by JPS Automotive on the open market and retired. During the first half of 1997, C&A Products and JPS Automotive entered into a revolving credit arrangement whereby JPS Automotive may borrow up to $5 million from C&A Products at interest rates equal to those charged to C&A Products under its revolving credit facility with The Chase Manhattan Bank. During the quarter and six months ended June 28, 1997, JPS Automotive incurred $.1 million in interest charges in connection with this revolving credit arrangement, reflecting an average interest rate of 7.7%. Other (income) expense, net, for the six months ended June 28, 1997 and 1996, related to sales of fixed assets. Minority interest expense of $.6 million in the six months ended June 30, 1996 related to the minority ownership interest in Cramerton. In connection with the 1996 Acquisition, this minority interest was acquired by C&A Products, and Cramerton is now 100% owned by JPS Automotive. Income tax provision for the six months ended June 28, 1997 increased to $1.8 million from $.2 million in the comparable period of 1996. The increase resulted from the 1996 Acquisition whereby JPS Automotive was converted into an association that is taxable as a corporation. Income from discontinued operations for the six months ended June 28, 1997 decreased to $1.6 million from $2.0 million in the comparable prior year period. This decrease resulted from an increase in the effective tax rate as a result of the 1996 Acquisition which was partially offset by improved operating results at Airbag. Extraordinary loss of $.7 million, net of income taxes of $.4 million, for the six months ended June 28, 1997 relates to the purchase of $19.4 million principal amount of Senior Notes at prices in excess of carrying values. Net income decreased to $2.9 million for the six months ended June 28, 1997 from $3.6 million in the comparable period in 1996 primarily due to the reasons cited above. 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 I-12 JPS AUTOMOTIVE L.P. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONCLUDED) and borrowings, if necessary, will be adequate to meet operating cash requirements. For a discussion of certain arrangements between C&A Products and JPS Automotive, see Note 6 to the Notes to JPS Automotive's Condensed Consolidated Financial Statements. 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 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 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 taste, dependence on significant automotive customers, changes in the popularity of particular car models, the loss of programs on particular car models and the level of competition in the automotive supply industry, 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 JPS Automotive's Transition Report on Form 10-K for the transition period from January 1, 1996 to December 28, 1996, including without limitation, "Item 1. Business" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," and Notes to Condensed Consolidated Financial Statements contained therein, and see also JPS Automotive's other filings with the Securities and Exchange Commission. ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Omitted pursuant to General Instruction H(2)(c) to Form 10-Q. I-13 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 Transition Report on Form 10-K for the transition period from January 1, 1996 to December 28, 1996. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits. 2.1 Asset Purchase Agreement dated as of June 30, 1997 by and among JPS Automotive L.P. and Safety Components International, Inc. is hereby incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K of JPS Automotive and Products Corp. dated July 24, 1997. 2.2 Closing Agreement dated as of July 24, 1997 by and among JPS Automotive L.P., Safety Components International, Inc. and Safety Components Fabric Technologies, Inc. is hereby incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K of JPS Automotive and Products Corp. dated July 24, 1997. 3.1 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. 3.2 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. 3.3 Certificate of Limited Partnership of JPS Automotive is hereby incorporated by reference to Exhibit 3.3 of Products Corp.'s Registration Statement on Form S-1, Registration No. 33-75510. 3.4 First Amended and Restated Agreement of Limited Partnership of JPS Automotive, dated as of June 27, 1994, is hereby incorporated by reference to Exhibit 3.4 of the Form 10-K of JPS Automotive and Products Corp. for fiscal 1994. 3.5 Certificate of Amendment of Certificate of Limited Partnership of JPS Automotive dated December 11, 1996 is hereby incorporated by reference to Exhibit 3.5 of the Form 10-K of JPS Automotive and Products Corp. for the transition period from January 1, 1996 to December 28, 1996. 3.6 First Amendment to First Amended and Restated Agreement of Limited Partnership of JPS Automotive dated as of December 11, 1996 is hereby incorporated by reference to Exhibit 3.6 of the Form 10-K of JPS Automotive and Products Corp. for the transition period from January 1, 1996 to December 28, 1996. 3.7 Second Amendment to First Amended and Restated Agreement of Limited Partnership of JPS Automotive dated as of December 11, 1996, is hereby incorporated by reference to Exhibit 3.7 of the Form 10-K of JPS Automotive and Products Corp. for the transition period from January 1, 1996 to December 28, 1996. 4.1 Indenture, between Products Corp. and Shawmut Connecticut, as Trustee, relating to $180,000,000 principal amount of 11-1/8% Senior Notes due 2001 (the "JPS Automotive Senior Notes"), including form of the JPS Automotive Senior Note is hereby incorporated by reference to Exhibit 4.2 of Products Corp.'s Registration Statement on Form S-1, Registration No. 33-75510. 4.2 First Supplemental Indenture, dated as of October 5, 1994, between Products Corp., JPS Automotive and Shawmut Connecticut, as Trustee, relating to the JPS Automotive Senior Notes is hereby II-1 JPS AUTOMOTIVE L.P. AND SUBSIDIARIES incorporated by reference to Exhibit 4.48A of Form 10-Q of JPS Automotive and Products Corp. for the fiscal quarter ended October 2, 1994. Certain instruments defining the rights of security holders have been excluded herefrom in accordance with Item 601(b)(4)(iii) of Regulation S-K. The Registrants hereby agree to furnish a copy of any such instrument to the Commission upon request. 10.1 Services Agreement, by and between JPS Automotive and Foamex International is hereby incorporated by reference to Exhibit 10.2 of Products Corp.'s Registration Statement on Form S-1, Registration No. 33-75510. 10.2 Supply Agreement, by and among Foamex International and certain of its affiliates and JPS Automotive is incorporated by reference to Exhibit 10.8 of Products Corp.'s Registration Statement on Form S-1, Registration No. 33-75510. 10.3 Tax-sharing Agreement, by and among JPS Automotive and its partners is incorporated by reference to Exhibit 10.9 of Products Corp.'s Registration Statement on Form S-1, Registration No. 33-75510. 10.4 Amended and Restated Agreement of Limited Partnership of Cramerton Automotive Products, L.P., dated as of December 2, 1994, is incorporated by reference to Exhibit 10.13 of Product Corp.'s Registration Statement on Form S-1, Registration No. 33-75510. 10.5 First Amendment to Amended and Restated Agreement of Limited Partnership of Cramerton Automotive Products, L.P., dated as of June 28, 1994, is hereby incorporated by reference to Exhibit 10.85 of the Form 10-K of Foamex International Inc. for fiscal 1994. 10.6 Second Amendment to Amended and Restated Agreement of Limited Partnership of Cramerton Automotive Products, L.P., dated as of October 5, 1994, is hereby incorporated by reference to Exhibit 10.86 of the Form 10-K of Foamex International Inc. for fiscal 1994. 10.7 Third Amendment to the Amended and Restated Agreement of Limited Partnership of Cramerton Automotive Products, L.P., dated as of December 11, 1996, is hereby incorporated by reference to Exhibit 10.8 of the Form 10-K of JPS Automotive and Products Corp. for the transition period from January 1, 1996 to December 28, 1996. 10.8 Certificate of Amendment of Certificate of Limited Partnership of Cramerton dated December 12, 1996, is hereby incorporated by reference to Exhibit 10.9 of the Form 10-K of JPS Automotive and Products Corp. for the transition period from January 1, 1996 to December 28, 1996. 10.9 Assignment dated as of December 11, 1996, from Foamex to C&A Products relating to Services Agreement, is hereby incorporated by reference to Exhibit 10.10 of the Form 10-K of JPS Automotive and Products Corp. for the transition period from January 1, 1996 to December 28, 1996. 10.10 Assignment dated as of December 11, 1996, from Foamex-JPS Automotive L.P. to C&A Products relating to Tax-Sharing Agreement, is hereby incorporated by reference to Exhibit 10.11 of the Form 10-K of JPS Automotive and Products Corp. for the transition period from January 1, 1996 to December 28, 1996. II-2 JPS AUTOMOTIVE L.P. AND SUBSIDIARIES 10.11 Assignment dated as of December 11, 1996, from JPSGP, Inc. to C&A Products relating to Tax-Sharing Agreement, is hereby incorporated by reference to Exhibit 10.12 of the Form 10-K of JPS Automotive and Products Corp. for the transition period from January 1, 1996 to December 28, 1996. 10.12 Assignment dated as of December 11, 1996, from Foamex to C&A Products relating to Supply Agreement, is hereby incorporated by reference to Exhibit 10.13 of the Form 10-K of JPS Automotive and Products Corp. for the transition period from January 1, 1996 to December 28, 1996. 10.13 Equity Purchase Agreement by and among JPSGP, Inc., Foamex - JPS Automotive L.P. and Collins & Aikman Products Co. dated August 28, 1996, is hereby incorporated by reference to Exhibit 2.1 of Collins & Aikman Corporation's Report on Form 10-Q for the fiscal quarter ended July 27, 1996. 10.14 Amendment No. 1 to Equity Purchase Agreement by and among JPSGP, Inc., Foamex - JPS Automotive L.P., Foamex International Inc. and Collins & Aikman Products Co. dated as of December 11, 1996, is hereby incorporated by reference to Exhibit 2.2 of Collins & Aikman Corporation's Current Report on Form 8-K dated December 10, 1996. 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-3 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) 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 14th day of August, 1997. JPS AUTOMOTIVE L.P. By: PACJ, Inc. General Partner By: /s/ J. Michael Stepp J. Michael Stepp Executive Vice President and Chief Financial Officer JPS AUTOMOTIVE PRODUCTS CORP. By: /s/ J. Michael Stepp J. Michael Stepp Executive Vice President and Chief Financial Officer EX-27 2 EXHIBIT 27.1
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 28, 1997 AND SUCH IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000924902 JPS AUTOMOTIVE LP 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 0 0 42,391 5,648 15,461 115,556 62,223 3,141 297,656 44,669 92,346 0 0 0 148,625 297,656 120,143 120,143 102,052 102,052 0 221 5,609 3,777 1,773 2,004 1,584 (721) 0 2,867 0 0
EX-27 3 EXHIBIT 27.2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JPS AUTOMOTIVE PRODUCTS CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT JUNE 28, 1997 AND SUCH IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENT. 0000919233 JPS AUTOMOTIVE PRODUCTS CORP. 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 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 0
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