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 quarterly period ended July 30, 1994
OR
[ ] 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 33-58272
JPS TEXTILE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 57-0868166
- - ---------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number
555 North Pleasantburg Drive, Suite 202, Greenville, South Carolina 29607
- - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (803) 239-3900
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
--- ---
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 490,000 shares of the
Company's Class A Common Stock and 510,000 shares of Class B Common Stock were
outstanding as of September 9, 1994.
Total number of pages:
Exhibit on page
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JPS TEXTILE GROUP, INC.
INDEX
Page
PART I. FINANCIAL INFORMATION Number
Item 1. Condensed Consolidated Balance Sheets
July 30, 1994 (Unaudited) and October 30, 1993 . . . . . . . . . . . . 3
Condensed Consolidated Statements of Operations
Three Months and Nine Months Ended July 30, 1994 and
July 31, 1993 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . 4
Condensed Consolidated Statements of Cash Flows
Nine Months Ended July 30, 1994 and July 31, 1993 (Unaudited) . . . . . 6
Notes to Condensed Consolidated Financial Statements
(Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . 10
PART II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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3
Item 1. Financial Statements
JPS TEXTILE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
July 30, October 30,
1994 1993
------------ ------------
(Unaudited)
ASSETS
Current Assets:
Cash $ 1,810 $ 2,080
Accounts Receivable 91,109 104,834
Inventories 81,192 73,628
Prepaid expenses and other 5,692 1,718
Net assets held for sale - 87,130
---------- ----------
Total current assets 179,803 269,390
Property, plant and equipment, net 207,304 210,784
Excess of cost over fair value of net assets acquired, net 32,695 33,419
Other assets 47,504 6,415
---------- ----------
Total $ 467,306 $ 520,008
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 37,478 $ 40,477
Accrued interest 5,611 16,084
Accrued salaries, benefits and withholdings 11,095 12,510
Other accrued expenses 13,318 10,109
Current portion of long-term debt 2,300 9,003
---------- ----------
Total current liabilities 69,802 88,183
Long-term debt 339,734 495,852
Other long-term liabilities 24,508 26,069
---------- ----------
Total liabilities 434,044 610,104
---------- ----------
Senior redeemable preferred stock 23,486 21,007
---------- ----------
Shareholders' equity (deficit):
Junior preferred stock 250 250
Common stock 10 10
Additional paid-in capital 34,298 36,777
Deficit (24,782) (148,140)
---------- ----------
Total shareholders' equity (deficit) 9,776 (111,103)
---------- ----------
Total $ 467,306 $ 520,008
========== ==========
Note: The condensed consolidated balance sheet at October 30, 1993 has been
extracted from the audited financial statements (as reclassified for
discontinued operations; see Note 3).
See notes to condensed consolidated financial statements.
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JPS TEXTILE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Data)
(Unaudited)
Three Months Ended Nine Months Ended
------------------------- --------------------------
July 30, July 31, July 30, July 31,
1994 1993 1994 1993
---------- ----------- ----------- -----------
Net Sales $ 150,635 $ 152,721 $ 436,092 $ 434,063
Cost of Sales 128,429 129,524 375,794 371,636
---------- ---------- ---------- ----------
Gross Profit 22,206 23,197 60,298 62,427
Selling, general and administrative expenses 13,773 14,245 45,917 44,892
---------- ---------- ---------- ----------
Income from continuing operations 8,433 8,952 14,381 17,535
Interest expense 14,634 15,727 45,791 46,333
Other income (expense), net (1,793) (299) (1,751) (492)
---------- ---------- ---------- ----------
Loss before provision for income taxes, income from
discontinued operations, extraordinary item and
cumulative effect of accounting change (7,994) (7,074) (33,161) (29,290)
Provision for income taxes 603 599 1,954 1,289
---------- ---------- ---------- ----------
Loss before income from discontinued operations,
extraordinary item and cumulative effect of
accounting change (8,597) (7,673) (35,115) (30,579)
Discontinued operations, net of taxes:
Income from discontinued operations 5,230 4,254 23,612 15,394
Gain on sale of discontinued operations 138,597 - 138,597 -
Extraordinary loss on early extinguishment of debt (3,736) - (3,736) -
Cumulative effect of accounting change - - - (5,716)
---------- ---------- ---------- ----------
Net income (loss) 131,494 (3,419) 123,358 (20,901)
Senior redeemable preferred stock in-kind dividends
and discount accretion 852 736 2,479 2,138
---------- ---------- ---------- ----------
Income (loss) applicable to common stock $ 130,642 $ (4,155) $ 120,879 $ (23,039)
========== ========== ========== ==========
Weighted average common shares outstanding 1,000,000 1,000,000 1,000,000 1,000,000
========== ========== ========== ==========
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JPS TEXTILE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - (Continued)
(Dollars in Thousands Except Per Share Data)
(Unaudited)
Three Months Ended Nine Months Ended
------------------------- --------------------------
July 30, July 31, July 30, July 31,
1994 1993 1994 1993
---------- ----------- ----------- -----------
Earnings (loss) per common share:
Loss before income from discontinued operations,
extraordinary item and cumulative effect of
accounting change $ (9.45) $ (8.41) $ (37.59) $ (32.71)
Discontinued operations, net of taxes:
Income from discontinued operations 5.23 4.25 23.61 15.39
Gain on sale of discontinued operations 138.60 - 138.60 -
Extraordinary loss on early extinguishment of debt (3.74) - (3.74) -
Cumulative effect of accounting change - - - (5.72)
--------- --------- --------- ---------
Net income (loss) $ 130.64 $ (4.16) $ 120.88 $ (23.04)
========= ========= ========= =========
See notes to condensed consolidated financial statements.
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JPS TEXTILE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Nine months Ended
------------------------
July 30, July 31,
1994 1993
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 123,358 $ (20,901)
--------- ---------
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
Income from discontinued operations (23,612) (15,394)
Gain on sale of discontinued operations (138,597) -
Extraordinary loss on early extinguishment of debt 3,736 -
Cumulative effect of accounting change - 5,716
Depreciation and amortization, except interest expense amounts 21,511 19,356
Interest accretion and debt issuance cost amortization 8,691 8,923
Deferred income taxes 684 645
Other, net (2,499) 1,824
Changes in assets and liabilities:
Accounts receivable 13,725 9,226
Inventory (7,564) (17,262)
Prepaid expenses and other assets (1,397) 52
Accounts payable (5,048) (828)
Accrued expenses and other liabilities (16,605) (16,399)
--------- ---------
Total adjustments (146,975) (4,141)
--------- ---------
Net cash (used in) operating activities (23,617) (25,042)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment additions (18,302) (16,345)
Receipts from discontinued operations, net 33,213 16,991
Proceeds from sale of discontinued operations, net 260,717 -
Long-term investments (39,500) -
--------- ---------
Net cash provided by investing activities 236,128 646
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Debt issuance costs incurred (2,927) (5,072)
Proceeds from issuance of long-term debt - 4,793
Revolving credit facility borrowings (repayments), net (95,644) 26,504
Repayment of other long-term debt (114,210) (1,850)
--------- ---------
Net cash (used in) provided by financing activities (212,781) 24,375
--------- ---------
Net decrease in cash (270) (21)
Cash at beginning of period 2,080 1,634
--------- ---------
Cash at end of period $ 1,810 $ 1,613
========= =========
(Continued)
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JPS TEXTILE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(In Thousands)
(Unaudited)
Nine months Ended
------------------------
July 30, July 31,
1994 1993
--------- ---------
Supplemental cash flow information from continuing operations:
Interest paid $ 48,107 $ 45,801
Income taxes paid 481 408
Reorganization items paid - 162
Non-cash financing activities:
Senior redeemable preferred stock dividends-in-kind 2,059 1,938
See notes to condensed consolidated financial statements.
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JPS TEXTILE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The Company has prepared, without audit, the interim condensed
consolidated financial statements and related notes. In the opinion
of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position,
results of operations and cash flows at July 30, 1994 for all periods
presented have been made. See Note 3 regarding certain
reclassifications of 1993 amounts for discontinued operations.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed consolidated financial statements be read in
conjunction with the financial statements and notes thereto included
in the Company's October 30, 1993 Annual Report. The results of
operations for the interim periods are not necessarily indicative of
the operating results of the full year.
During the fourth quarter of fiscal 1993, the Company changed for all
of fiscal 1993 its accounting policy with respect to postretirement
benefits other than pensions. This change is more fully explained in
Note 8 to the Notes to Consolidated Financial Statements in the
Company's Annual Report on Form 10-K for 1993. The fiscal 1993
amounts included in this report have been restated, where applicable,
to reflect the adoption of these changes as of November 1, 1992. The
effect of such restatements on income from continuing operations for
fiscal 1993 were not significant.
2. Inventories (In Thousands):
July 30, October 30,
1994 1993
-------- -----------
Raw materials $ 14,952 $ 12,269
Work-in-process 30,223 28,878
Finished goods 36,017 32,481
-------- ---------
Total $ 81,192 $ 73,628
======== =========
3. Sale of Automotive Products and Synthetic Industrial Fabrics
Operations
On June 28, 1994, pursuant to the terms of an Asset Purchase Agreement,
dated May 25, 1994, by and among the Company, JPS Auto Inc., a
wholly-owned subsidiary of the Company ("Auto"), JPS Converter and
Industrial Corp., a wholly-owned subsidiary of the Company ("C&I"),
Foamex International Inc. ("Foamex") and JPS Automotive Products
Corp., an indirect, wholly-owned subsidiary of Foamex ("Purchaser"),
the Company consummated the disposition of its Automotive Assets (as
described below) to the Purchaser. The Condensed Consolidated Balance
Sheet and Statements of Operations and Cash Flows for 1993 have been
reclassified to reflect the Automotive Assets as discontinued
operations.
The Automotive Assets consisted of (i) the businesses and assets of
Auto and the synthetic industrial fabrics division of C&I, and (ii)
the Company's investment in common stock of the managing general
partner of Cramerton Automotive Products, L.P. In addition, the
Purchaser agreed to assume substantially all of the liabilities and
obligations associated with the Automotive Assets.
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The purchase price for the Automotive Assets was approximately $279
million, consisting of $264 million of cash paid at closing and $15
million of assumed debt as of June 28, 1994, subject to certain
post-closing adjustments. The sale of the Automotive Assets resulted
in a gain of $139 million, net of income taxes.
The net cash proceeds from the disposition of the Automotive Assets
(after deductions for (i) fees, (ii) other expenses and (iii) amounts
designated by management to satisfy possible contingent tax
liabilities) were approximately $213 million and such proceeds were
used by the Company to reduce its outstanding indebtedness.
The Company has allocated to the discontinued operations a pro-rata
portion of the interest expense of its senior credit agreement, which
pro-rata portions were approximately $1.8 million and $1.9 million for
the nine months ended July 30, 1994 and July 31, 1993, respectively,
and $0.5 million and $0.7 million for the three months ended July 30,
1994 and July 31, 1993, respectively.
4. Debt Retirement and Amended Credit Agreement
On July 15, 1994, the Company redeemed all of its outstanding senior
secured notes in the principal amount of $93.5 million. The Company
announced on July 8, 1994 that, in accordance with the terms of its
indentures, it is offering to redeem $47 million, which includes
principal and accrued interest, of its senior subordinated discount
notes and senior subordinated notes with a redemption date of
September 15, 1994.
In connection with the sale of the Automotive Assets (see Note 3
above), the Company prepaid the $17.7 million term loan outstanding
under its existing senior credit facility and amended the senior
credit facility to provide for a $135 million revolving line of
credit. The senior credit facility, as amended, is scheduled to
terminate on December 1, 1996.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing on page 5
of the Company's October 30, 1993 Annual Report.
(In Thousands)
Three Months Ended Nine months Ended
-------------------------- -------------------------
July 30, July 31, July 30, July 31,
1994 1993 1994 1993
----------- ----------- ---------- ----------
NET SALES
Apparel Fabrics and Products $ 60,147 $ 65,241 $ 184,417 $ 189,995
Industrial Fabrics and Products 44,602 41,900 120,130 114,599
Home Fashion Textiles 45,886 45,580 131,545 129,469
----------- ---------- ---------- ----------
Net Sales $ 150,635 $ 152,721 $ 436,092 $ 434,063
=========== =========== ========== ==========
OPERATING PROFIT
Apparel Fabrics and Products $ 4,175 $ 5,444 $ 13,265 $ 15,125
Industrial Fabrics and Products 3,975 3,046 3,551 3,052
Home Fashion Textiles 201 2,642 1,416 5,423
Indirect Corporate Expenses, net (1,711) (2,479) (5,602) (6,557)
----------- ---------- ---------- ----------
Operating Profit before interest expense
and provision for income taxes $ 6,640 $ 8,653 $ 12,630 $ 17,043
=========== ========== ========== ==========
Income from discontinued operations $ 5,230 $ 4,254 $ 23,612 $ 15,394
=========== ========== ========== ==========
RESULTS OF OPERATIONS
Three Months Ended July 30, 1994 (the "1994 Third Quarter") Compared To The
Three Months Ended July 31, 1993 (the "1993 Third Quarter"):
Net sales for the 1994 third quarter decreased 1.4% to $150.6 million from
$152.7 million in the 1993 third quarter due to less favorable market
conditions for apparel fabrics. Apparel Fabrics and Products sales decreased
7.8% to $60.1 million for the 1994 third quarter from $65.2 million for the
1993 third quarter principally due to a weaker demand for spun apparel fabric.
Sales of apparel fabrics declined $5.6 million due to lower unit volume and a
decline in average selling prices for spun apparel fabrics. Imported fabrics,
particularly from Eastern Europe and Southwest Asia, continue to place downward
pressure on pricing. The 6.4% increase in Industrial Fabrics and Products
sales to $44.6 million for the 1994 third quarter from $41.9 million for the
1993 third quarter is due to increased sales in 1994 for several product lines
including glass fabrics, cotton industrial fabrics, single ply roofing products
and extruded polyurethane products generally due to increased demand. Home
Fashion Textiles sales increased slightly to $45.9 million for the 1994 third
quarter from $45.6 million for the 1993 third quarter due to an increase in
carpet sales.
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Operating profits in the 1994 third quarter decreased 23.3% to $6.6 million
from $8.7 million for the 1993 third quarter. Profits from Apparel Fabrics and
Products declined 23.3% to $4.2 million due to the decline in sales volume and
product pricing and a $0.6 million charge for the removal of certain obsolete
equipment in 1994. Operating profits for Industrial Fabrics and Products
increased 30% to $4.0 million in the 1994 third quarter from $3.0 million in
the 1993 third quarter. This increase is a result of increased sales and
improved product mix. Home Fashion Textiles experienced a $2.4 million decline
in profits in the 1994 third quarter to $0.2 million compared to $2.6 million
in the 1993 third quarter. A less favorable product mix in carpet and fabrics
and a $0.3 million charge for the removal of certain obsolete equipment in
home fashion fabrics caused the drop in operating profits in Home Fashion
Textiles.
Indirect corporate expenses declined 31% to $1.7 million from $2.5 million due
to lower professional service fees and amortization expense. Interest expense
decreased 6.9% to $14.6 million for the 1994 third quarter from $15.7 million
for the 1993 third quarter due to a decrease in average debt balances resulting
from the application of the proceeds from the sale of the Automotive Assets in
June 1994.
Net sales for the Company's Automotive Assets, which are accounted for as
discontinued operations, decreased by $9.5 million or 13.8% to $59.4 million in
the 1994 third quarter from $68.9 million in the 1993 third quarter, as a
result of the fact that the 1994 third quarter included only two months of
operations of the Automotive Assets prior to the Company's sale of those assets
on June 28, 1994. Prior to the sale, the Automotive Assets had experienced
increased sales over the prior year as a result of the growth of the North
American automotive market, which has continued to strengthen from fiscal 1993
levels, and increased sales of airbag fabric as a result of both increased
automotive sales and increased usage of airbag restraint systems in North
American cars. Income from discontinued operations increased by $0.9 million
or 21% to $5.2 million in the 1994 third quarter from $4.3 million in the 1993
third quarter, primarily as a result of higher fixed cost absorption resulting
from the increased sales volume and the impact of improved productivity.
Nine Months Ended July 30, 1994 (the "1994 Nine-Month Period") Compared To The
Nine Months Ended July 31, 1993 (the "1993 Nine-Month Period"):
Net sales for the 1994 nine-month period increased 0.5% to $436.1 million from
$434.1 million for the 1993 nine-month period. Apparel Fabrics and Products
sales decreased 2.9% to $184.4 million for the 1994 nine-month period from
$190.0 million for the 1993 nine-month period as the markets for apparel
fabrics and elastic continued to be generally flat. Industrial Fabrics and
Products sales increased 4.8% to $120.1 million for the 1994 nine-month period
from $114.6 million for the 1993 nine-month period due to an increase in sales
of glass fabrics. Glass fabric sales increased $7.6 million to $42.2 million
for the 1994 nine-month period as a result of increased demand for those
products. Home Fashion Textiles sales increased 1.6% to $131.5 million for the
1994 nine-month period from $129.5 million for the 1993 nine-month period due
to increased carpet sales. Carpet sales improved in 1994 as demand for carpet
nationwide has improved.
Operating profits decreased 26% to $12.6 million for the 1994 nine-month period
from $17.0 million for the 1993 nine-month period as the Apparel Fabrics and
Products and the Home Fashion Textiles business segments experienced a decline
in profitability. Apparel Fabrics and Products' profits declined 12.3% to
$13.3 million as a result of a 23% decline in sales of diaper elastic to $5.9
million for the 1994 nine-month period and a $0.6 million charge for the
removal of certain obsolete equipment. Industrial Fabrics and Products profits
increased 16.3% to $3.6 million for the 1994 nine-month period due to increased
sales. Operating profits for Home Fashion Textiles decreased 74% to $1.4
million for the 1994 nine-month period due to a less profitable product mix in
home fashion fabrics and carpet along with certain technical difficulties
experienced in the carpet
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manufacturing process causing unfavorable manufacturing variances from
off-quality production.
Indirect corporate expenses declined 14.6% to $5.6 million due to lower
professional fees and amortization expense. Interest expense decreased 1.2%
from $46.3 million in the 1993 nine-month period to $45.8 million in the 1994
nine-month period due to a decrease in average debt balances resulting from the
application of the proceeds from the sale of the Automotive Assets in June 1994.
Net sales for the Company's Automotive Assets, which are accounted for as
discontinued operations, increased by $19.0 million or 9.2% to $225.0 million
in the 1994 nine-month period from $206 million in the 1993 nine-month period,
as a result of the growth of the North American automotive market, which has
continued to strengthen from fiscal 1993 levels, and increased sales of airbag
fabric as a result of both increased automotive sales and increased usage of
airbag restraint systems in North American cars. Income from discontinued
operations increased by $8.2 million or 53% to $23.6 million in the 1994
nine-month period from $15.4 million in the 1993 nine-month period, primarily
as a result of higher fixed cost absorption resulting from the increased sales
volume and the impact of improved productivity. Results for the 1993
nine-month period were also effected by a charge of $0.9 million for the
cumulative effect of a change in accounting principles.
Liquidity and Capital Resources
Working capital, excluding net assets held for sale, increased approximately
16.9% to $110.0 million at July 30, 1994 from $94.1 million at October 30,
1993. Accounts receivable declined $13.7 million (13.1%) due to the
seasonally lower sales in July 1994 than in October 1993. Inventories
increased $7.6 million (10.3%) from October 30, 1993 to July 30, 1994. The
Company has rebuilt inventory levels from last year end for certain products to
meet increased order levels, as sales in the Company's fourth quarter are
historically higher than the first quarter. The Company's principal sources of
liquidity for operations and expansion are funds generated internally and
borrowings under the Company's $135 million revolving credit facility. All
senior borrowings bear interest at a Base Rate, as defined, plus 1 1/2% per
annum (8.75% at July 30, 1994) or at the Eurodollar Rate, as defined, plus 3.0%
per annum (approximately 7.8% at July 30, 1994). Borrowings under the senior
credit agreement are limited to specified percentages of eligible accounts
receivable and inventories, as defined, plus an additional amount, which was
$20 million in July 1994 and declines to $10 million on April 1, 1996. The
Company had $111.8 million available for borrowing under the revolving credit
agreement on July 30, 1994. Borrowings under the revolving line of credit are
made or repaid on a daily basis in amounts equal to the net cash requirements
for that business day, thereby reducing net borrowings to the maximum extent
possible.
On June 28, 1994, pursuant to the terms of an Asset Purchase Agreement, dated
May 25, 1994, by and among the Company, JPS Auto Inc., a wholly-owned
subsidiary of the Company ("Auto"), JPS Converter and Industrial Corp., a
wholly-owned subsidiary of the Company ("C&I"), Foamex International Inc.
("Foamex") and JPS Automotive Products Corp., an indirect, wholly-owned
subsidiary of Foamex ("Purchaser"), the Company consummated the disposition of
its Automotive Assets (as described below) to the Purchaser. The Automotive
Assets consisted of (i) the businesses and assets of Auto and the synthetic
industrial fabrics division of C&I, and (ii) the Company's investment in common
stock of the managing general partner of Cramerton Automotive Products, L.P.
In addition, the Purchaser agreed to assume substantially all of the
liabilities and obligations associated with the Automotive Assets. The
purchase price for the Automotive Assets was approximately $279 million,
consisting of $264 million of cash paid at closing and $15 million of assumed
debt as of June 28, 1994, subject to certain post-closing adjustments. The net
cash proceeds from the disposition of the Automotive Assets (after deductions
for (i) fees, (ii) other expenses and (iii) amounts designated by management to
satisfy possible contingent tax liabilities) were approximately $213 million
and such proceeds were used by the Company to reduce its outstanding
indebtedness.
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On July 15, 1994, the Company redeemed all of its outstanding senior secured
notes in the principal amount of $93.5 million. The Company announced on July
8, 1994 that, in accordance with the terms of its indentures, it is offering to
redeem $47 million, which includes principal and accrued interest, of its
senior subordinated discount notes and senior subordinated notes with a
redemption date of September 15, 1994. In connection with the sale of the
Automotive Assets, the Company prepaid the $17.7 million term loan outstanding
under its existing senior credit facility and amended its senior credit
facility to provide for a $135 million revolving line of credit. The senior
credit facility, as amended, is scheduled to terminate on December 1, 1996.
Management continually reviews various options for enhancing liquidity and its
cash flow to cash requirements coverage, both operationally and financially.
Such options include strategic dispositions (in addition to the sale of the
Automotive Assets described above) or investments and financing and refinancing
activities aimed at increasing cash flow and reducing cash requirements, the
principal items of which are interest and capital expenditures. Management
believes that expected cash flows and capital resources will be adequate to
meet future debt service requirements and working capital needs.
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JPS TEXTILE GROUP, INC.
PART II - OTHER INFORMATION
Item
1. Legal Proceedings None
2. Changes in Securities None
3. Defaults Upon Senior Securities None
4. Submission of Matters to a Vote of Security Holders None
5. Other Information None
6. Exhibits and Reports on Form 8-K:
(a) Exhibits:
(10) Material Contracts
10.1 Asset Purchase Agreement, dated as of May 25,
1994, by and among the Company, JPS Auto
Inc., a Delaware corporation, JPS Converter
and Industrial Corp., ("C&I"), a Delaware
corporation, JPS Automotive Products Corp., a
Delaware corporation, and Foamex
International Inc., a Delaware corporation
(previously filed as Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for
the quarter ended April 30, 1994).
10.2 Fourth Amended and Restated Credit Agreement,
dated as of June 24, 1994, by and among the
Company, C&I, JPS Carpet Corp., a Delaware
corporation, JPS Elastomerics Corp., a
Delaware corporation, the financial
institutions listed on the signature pages
thereof, Citibank, N.A., as Agent and
Administrative Agent, and General Electric
Capital Corporation, as Co-Agent and
Collateral Agent.
(11) Statement re: Computation of Per Share Earnings - not
required since such computation can be clearly
determined from the material contained herein.
(27) Financial Data Schedule
(b) Current Reports on Form 8-K: Since the end of the previous
fiscal quarter, the Company has filed two Current Reports on
Form 8-K, as follows:
(i) Report dated May 26, 1994 supplied information under
Item 5 - "Other Information" - no financial
statements were filed with such Current Report.
(ii) Report dated June 28, 1994 supplied information under
Item 2 - "Acquisition or Disposition of Assets" -
and included pro forma financial statements required
by Item 7 - "Financial Statements, Pro Forma
Financial Information and Exhibits."
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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 thereunto duly authorized.
JPS TEXTILE GROUP, INC.
Date: September 13, 1994 /s/ David H. Taylor
------------------------------------
David H. Taylor
Executive Vice President - Finance,
Secretary and Chief Financial Officer
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