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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the quarterly period ended September 28, 1996 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 333-4723
--------------------------------------------------------
CLARK-SCHWEBEL HOLDINGS, INC.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3883016
- ----------------------------------- --------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2200 South Murray Avenue, Anderson, SC 29622
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(864) 224-3506
- -------------------------------------------------------------------------------
(Registrant's 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 No X
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CLARK-SCHWEBEL HOLDINGS, INC.
FORM 10-Q QUARTERLY REPORT FOR
FISCAL QUARTER ENDED SEPTEMBER 28, 1996
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION:
<TABLE>
<CAPTION> PAGE NO.
<S> <C> <C>
ITEM 1. Financial Statements: 3
Consolidated Balance Sheets as of
December 30, 1995 and September 28, 1996. 4
Consolidated Statements of Income for the
Three and Nine Months ended September 28, 1996
and September 30, 1995. 5
Consolidated Statements of Cash Flows for the
Nine Months ended September 28, 1996 and
September 30, 1995. 6
Notes to Condensed and Consolidated Financial Statements. 7
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 11
PART II - OTHER INFORMATION:
ITEM 6. Exhibits and Reports on Form 8-K. 19
SIGNATURES 20
EXHIBITS
Exhibit 27 - Financial Data Schedule
(electronic filing only)
</TABLE>
2
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
(See Pages 4 - 10 - This page is intentionally left blank)
3
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CLARK-SCHWEBEL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 30, 1995 and SEPTEMBER 28, 1996
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 30, SEPTEMBER 28,
1995 1996
---- ----
(Predecessor (Unaudited-
Basis) Successor
Basis)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ................................. $ 584 $ 1,074
Accounts receivable, net ................................... 33,298 24,749
Inventories, net .......................................... 28,791 31,165
Other ..................................................... 2,069 951
---------- -------------
Total current assets ................................... 64,742 57,939
---------- -------------
PROPERTY, PLANT AND EQUIPMENT ................................... 96,791 67,553
Accumulated depreciation ..................................... (43,777) (3,873)
---------- -------------
Property, plant and equipment, net ........................ 53,014 63,680
---------- -------------
EQUITY INVESTMENTS .............................................. 62,904 63,839
NET ASSETS OF DISCONTINUED OPERATIONS ........................... 2,600 0
GOODWILL ......................................................... 0 45,260
OTHER ASSETS .................................................... 5,469 7,118
---------- -------------
TOTAL ASSETS .................................................... $ 188,729 $ 237,836
========== =============
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable .......................................... $ 9,032 $ 15,688
Accrued liabilities ....................................... 7,328 18,142
Deferred tax liabilities -- current ....................... 2,024 3,184
Current maturities of long-term debt ...................... 79 72
---------- -------------
Total current liabilities .............................. 18,463 37,086
LONG-TERM DEBT .................................................. 5,907 124,440
DEFERRED TAX LIABILITIES ........................................ 14,826 22,976
LONG-TERM BENEFIT PLANS, DEFERRED COMPENSATION AND OTHER ........ 5,570 6,238
COMMITMENTS AND CONTINGENCIES ...................................
---------- -------------
TOTAL LIABILITIES ............................................... 44,766 190,740
---------- -------------
EQUITY:
Preferred stock (par value per share - $.01) - 12.5%
participating, 10,000 shares authorized, 0 and 1,000
shares issued and outstanding, respectively ................ 0 35,000
Common stock (par value per share - $.01) - 100,000 shares
authorized 9,000 shares issued and outstanding, less
management loans of $822................................. 0 9,178
Common stock (par value per share - $1.00) - 1,000 shares
authorized, 100 shares issued and outstanding ........... 1 0
Retained earnings ......................................... 0 3,409
Investment by Springs ..................................... 134,357 0
Cumulative translation adjustment ......................... 9,605 (491)
---------- -------------
Total equity ........................................... 143,963 47,096
---------- -------------
TOTAL LIABILITIES AND EQUITY .................................... $ 188,729 $ 237,836
========== =============
</TABLE>
See notes to consolidated financial statements.
4
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CLARK-SCHWEBEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED - DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
December 31,
July 2 - January 1 - 1995 - June 30 - April 18 -
September 30, September 30, April 17, September 28, September 28,
1995 1995 1996 1996 1996
------------- ------------- ------------ -------------- --------------
(Predecessor Basis) (Successor Basis)
<S> <C> <C> <C> <C> <C>
Net sales ................................. $ 60,338 $ 166,650 $ 68,911 $ 47,959 $ 95,289
Cost of goods sold ........................ 49,382 139,953 54,958 38,038 75,782
--------- ----------- ------------ ---------- ----------
Gross profit .............................. 10,956 26,697 13,953 9,921 19,507
Selling, general and adminstrative
expenses ............................... 3,922 12,293 4,812 3,427 6,450
--------- ----------- ------------ ---------- ----------
Operating income ....................... 7,034 14,404 9,141 6,494 13,057
Other income (expense):
Interest expense ....................... (100) (301) (148) (3,548) (6,682)
Other, net ............................. (55) (72) (5) 54 53
--------- ----------- ------------ ---------- ----------
Income before income taxes ................ 6,879 14,031 8,988 3,000 6,428
Provision for income tax .................. (2,744) (5,592) (3,595) (1,308) (2,779)
Income from equity investees, net ......... 1,070 1,438 1,174 763 1,748
--------- ----------- ------------ ---------- ----------
Income from continuing operations ......... 5,205 9,877 6,567 2,455 5,397
Income from discontinued operations, net ... 55 111 0 0 0
--------- ----------- ------------ ---------- ----------
Net income ................................. $ 5,260 $ 9,988 $ 6,567 2,455 5,397
========= ========= ============
Accrued dividends on preferred stock ....... (1,115) (1,988)
---------- ----------
Net income applicable to common shares .. $ 1,340 $ 3,409
========== ==========
</TABLE>
See notes to consolidated financial statements.
5
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CLARK-SCHWEBEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
December 31,
January 1 - 1995 - April 18 -
September 30, April 17, September 28,
1995 1996 1996
-------------- ------------ -------------
(Predecessor Basis) (Successor
Basis)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income ................................................................. $ 9,988 $ 6,567 $ 5,397
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization ........................................... 8,810 3,526 4,594
Deferred tax provision .................................................. 742 1,404 238
Income from equity investments, net ..................................... (1,438) (1,174) (1,748)
Income from discontinued operations, net ................................ (111) 0 0
Changes in assets and liabilities, net of the effects of the
purchase of the company:
Accounts receivable .................................................. (5,416) 1,832 4,856
Inventories .......................................................... (4,805) (2,883) 5,783
Prepaid expenses and other ........................................... 1,948 (187) 785
Accounts payable ..................................................... 3,511 (697) 8,251
Accrued liabilities .................................................. 978 (289) 7,888
Other ................................................................... 325 (131) 579
---------- --------- --------
Net cash provided by operating activities ......................... 14,532 7,968 36,623
---------- --------- --------
INVESTING ACTIVITIES:
Purchases of equipment ..................................................... (6,270) (1,603) (1,162)
Payment for purchase of company ............................................ 0 0 (192,895)
---------- --------- --------
Net cash used in investing activities ............................. (6,270) (1,603) (194,057)
---------- --------- --------
FINANCING ACTIVITIES:
Investment by Springs ...................................................... (8,104) 10,955) 0
Tranfer of assets retained by Springs ...................................... 0 4,461 0
Proceeds from issuance of stock ............................................ 0 0 45,000
Payment of acquisition fees, net ........................................... 0 0 (10,500)
Loans to management investors .............................................. 0 0 (822)
Proceeds from long-term borrowings .......................................... 0 0 160,000
Principal payments under long-term debt and capital lease obligations ...... (66) (29) (35,596)
---------- --------- ---------
Net cash provided by (used in) financing activities ............... (8,170) (6,523) 158,082
---------- --------- --------
NET CHANGE IN CASH ............................................................ 92 (158) 648
CASH, BEGINNING OF PERIOD ...................................................... 29 584 426
---------- --------- --------
CASH, END OF PERIOD ............................................................ $ 121 $ 426 $ 1,074
========== ========= ========
CASH PAID FOR INTEREST ......................................................... $ 300 $ 120 $ 1,059
========== ========= ========
CASH PAID FOR TAXES ........................................................... $ 0 $ 0 $ 2,541
========== ========= ========
</TABLE>
Noncash Transaction: The Company accrued dividends on preferred stock of
$1,988 for the period of April 18 - September 28, 1996.
See notes to consolidated financial statements.
6
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CLARK-SCHWEBEL HOLDINGS, INC.
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements include the
assets, liabilities and results of operations as of September 28, 1996
and for the period from April 18, 1996 to September 28, 1996 of
Clark-Schwebel Holdings, Inc., the successor company ("Company"),
following the change in ownership (see Note 2). The Company's sole
asset is all of the capital stock of Clark-Schwebel, Inc., its
operating company. The statements also include the assets,
liabilities, and results of operations as of December 30, 1995 and for
the period of December 31, 1995 to April 17, 1996 of Fort Mill A Inc.,
the predecessor company ("Predecessor Company"), prior to the change
in ownership. The statements of the Predecessor Company include
certain liabilities and expenses that historically were accounted for
only at the Springs Industries, Inc. ("Springs") - parent company
level.
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X of the
Securities and Exchange Commission (SEC). Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. All
significant intercompany balances and transactions have been
eliminated. The balance sheet at December 30, 1995 has been derived
from the audited financial statements at that date. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Results of operations for interim periods are not necessarily
indicative of results for the entire year. For further information,
refer to the Company's consolidated financial statements and footnotes
for the year ended December 30, 1995 included in the Registration
Statement on Form S-4, File No. 333-4723 ("Form S-4"), filed with the
SEC.
2. CHANGE IN OWNERSHIP TRANSACTION
On February 24, 1996, the Company, Springs and affiliates of
Vestar Equity Partners, L.P. (Vestar), entered into an Agreement and
Plan of Merger (Agreement) whereby affiliates of Vestar would acquire
the Company. Pursuant to the Agreement, on April 17, 1996 (Closing
Date), Vestar/CS Holding Company, Inc. (Vestar/CS) purchased all of
the issued and outstanding capital stock of Fort Mill A Inc. from
Springs for approximately $192,895. The sources of cash for this
purchase included $110,000 of senior notes, an equity contribution of
$45,000 and bank debt. On the day following the Closing Date,
Vestar/CS had an 82% common equity interest and management investors
had an 18% common equity interest in the Company.
Under the Agreement, Springs agreed to (i) assume responsibility
for repayment of the Industrial Revenue Bonds payable in 2010 and
related accrued interest (see Note 4), (ii) pay certain accrued
employee benefits, (iii) provide indemnification for certain
environmental, tax and other matters and (iv) retain the accrued
obligation related to the Company's Long-term Disability Plan. At the
Closing Date, all payable and receivable accounts between the Company
and Springs were canceled.
The acquisition was accounted for as a purchase business combination.
The adjustment to net assets represents the step-up to fair value of
the net assets acquired as follows:
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<TABLE>
<S> <C>
Purchase price ............................................................................. $192,895
Nonfinancing portion of fees and expenses .................................................. 2,993
Total purchase price ....................................................................... 195,888
Less fair value of net assets acquired ..................................................... (150,116)
--------
Excess of purchase price over fair value of net assets acquired ............................ $ 45,772
========
</TABLE>
The fair values of Clark-Schwebel, Inc.'s assets and liabilities at the
date of acquisition are presented below:
<TABLE>
<S> <C>
Current assets ........................................................................... $ 68,410
Property, plant and equipment ............................................................. 66,391
Equity investments ........................................................................ 62,314
Current liabilities ........................................................................ (20,397)
Other liabilities ......................................................................... (26,602)
--------
Net assets acquired ....................................................................... $150,116
========
</TABLE>
Following the acquisition, the purchase cost (including the fees and
expenses related thereto) was allocated to the tangible and intangible assets
and liabilities of the Company based upon their respective fair values. This
resulted in a step-up in the basis of inventory of $5,274 and property, plant
and equipment of $15,000. The excess of the purchase price over the fair value
of net assets acquired of $45,772 was recorded as goodwill, and is being
amortized on a straight-line basis over a period of 40 years.
Additional agreements include Transition Agreements for specified
periods in which Springs would be compensated for certain services provided to
the Company, and a Management Agreement that specifies services to be provided
to the Company by Vestar.
In accordance with agreements related to the change of ownership
transaction, certain assets totaling $4,461 were transferred to Springs in the
first quarter of 1996. This balance has been separately disclosed on the face
of the accompanying 1996 statements of cash flows (see Note 2 to the Company's
unaudited condensed consolidated financial statements for the quarter ended
March 30, 1996 included in the Form S-4).
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Following is a summary of the significant accounting policies used in
the preparation of the financial statements of the Company.
FISCAL YEAR - The Company's operations are based on a fifty-two or
fifty-three week fiscal year ending on the Saturday closest to December 31.
Accordingly, the interim periods will also be reported on the Saturday closest
to the calendar quarter end. The fiscal year ended December 30, 1995 is
referred to herein as 1995. The 1995 fiscal year consisted of 52 weeks.
USE OF ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. These estimates include the allowance for doubtful
8
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accounts receivable and the liabilities for certain long-term benefit
plans. Actual results could differ from such estimates.
REVENUE RECOGNITION - Revenue from product sales is recognized at
the time ownership of the goods transfers to the customer and the
earnings process is complete. This generally occurs when the goods
are shipped.
CASH AND CASH EQUIVALENTS - Cash and cash equivalents include
cash on hand and in the bank as well as short term investments held
for the purpose of general liquidity. Such investments normally
mature within three months from the date of aquisition.
ACCOUNTS RECEIVABLE - The Company establishes an allowance for
doubtful accounts based upon factors including the credit risk of
specific customers, historical trends and other information. The
Company performs ongoing credit evaluations of its customers'
financial condition and generally requires no collateral.
INVENTORIES - Inventories are valued at the lower of cost or
market. Cost is determined using the last-in, first-out (LIFO) method
for substantially all inventories.
PROPERTY, PLANT, AND EQUIPMENT - Property, plant, and equipment
is recorded at cost and depreciation is computed on a straight-line
basis over the estimated useful lives of the related assets.
Estimated useful lives are as follows:
Land improvements ......................... 10 to 20 years
Buildings and improvements................. 20 to 40 years
Machinery and equipment.................... 3 to 11 years
EQUITY INVESTMENTS -The company owns equity interests in
CS-Interglas AG (headquartered in Germany), Asahi-Schwebel Co., Ltd.
(located in Japan) and Clark Schwebel Tech-Fab Company (located in
Anderson, SC), which are accounted for using the equity method of
accounting.
FOREIGN CURRENCY - The foreign equity investments are translated
at year-end exchange rates. Equity income and losses are translated
at the average rate during the year. Cumulative translation
adjustments are reflected as a separate component of stockholders'
equity.
POSTRETIREMENT BENEFITS - Postretirement benefits are accounted
for pursuant to Statement of Financial Accounting Standards ("SFAS")
No. 106, Employers Accounting for Postretirement Benefits Other Than
Pensions. SFAS No. 106 requires that the projected future cost of
providing postretirement benefits, such as health care and life
insurance, be recognized as an expense as employees render service
rather than when claims are incurred.
INCOME TAXES - Income taxes are accounted for pursuant to SFAS
109, Accounting for Income Taxes. Under SFAS No. 109, deferred income
tax assets and liabilities represent the future income tax effect of
temporary differences between the book and tax bases of assets and
liabilities assuming they will be realized and settled at the amounts
reported in the financial statements. The provision for income taxes
included in the accompanying financial statements is computed in a
manner consistent with SFAS No. 109.
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4. LONG-TERM DEBT
Long-term debt consisted of the following:
<TABLE>
<CAPTION>
December 30, September 28,
1995 1996
------------- -------------
<S> <C> <C>
Senior Notes, payable in 2006, interest at 10.5% .......................... $ 0 $ 110,000
Term Loan payable in quarterly installments of $440 beginning
December 31, 1997, $500 beginning March 31, 1998, $750 beginning
September 30, 1999, and $1,000 beginning September 30, 2001 through
maturity in 2002, interest at variable rates ............................. 0 13,440
Revolving Credit Agreement, due 2002, interest at variable rates 0 1,000
Capitalized lease obligation payable in equal monthly
installments of $7, through August 1997................................... 136 72
Industrial Revenue Bonds, payable in 2010, interest at 6.85% .............. 5,850 0
------ ----------
Total ..................................................................... 5,986 124,512
Less current maturities .................................................... (79) (72)
------ ----------
Long-term debt ............................................................ $5,907 $ 124,440
====== ==========
</TABLE>
The senior notes accrue interest at a fixed rate of 10.5% per
annum, with interest payable semiannually in arrears on April 15 and
October 15. The senior notes are not redeemable at the option of the
Company prior to April 15, 2001. The debt under the credit facility
bears interest which varies with LIBOR plus a margin which varies with
the Company's leverage ratio. On September 28, 1996 the interest rate
was 7.4% per annum. Interest is typically payable monthly. The Company
pays a quarterly commitment fee equal to 0.5% on the unused portion of
the revolving credit facility which was $54,000 at September 28, 1996.
The revolving credit facility and the senior notes contain certain
restrictive covenants which provide limitations on the company with
respect to restricted payments, indebtedness, liens, investments,
dividends, distributions, transactions with affiliates, debt repayments,
capital expenditures, mergers, and consolidations. The bank facility
and senior note covenants also require maintenance of certain financial
ratios. At September 28, 1996, the Company was in compliance with such
covenants.
The aggregate five-year maturities of long-term debt subsequent to
September 28, 1996 follow: 1996 - $21; 1997 - $491; 1998 - $2,000; 1999
- - $2,500; 2000 - $3,000.
5. INVENTORIES
<TABLE>
<CAPTION>
Inventories consisted of the following:
December 30, September 28,
1995 1996
------------ -------------
<S> <C> <C>
Finished goods .................................................................... $10,145 $10,768
Raw material and supplies........................................................... 9,868 7,324
In process ...................................................................... 12,828 13,100
------- -------
Total at standard cost (which approximates average cost) ......................... 32,841 31,192
Less LIFO reserve ................................................................. (4,050) (27)
------- -------
Inventories, net .................................................................. $28,791 $31,165
======= =======
</TABLE>
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the
consolidated financial statements and the notes thereto. It compares the
results of operations of Clark-Schwebel Holdings, Inc., the successor company
("Company"), for the three months ended September 28, 1996 to the three months
ended September 30, 1995 of Fort Mill A, Inc., the predecessor company
("Predecessor Company"). The following also compares the results of operations
of the Company and the Predecessor Company for the nine months ended September
28, 1996 to the nine months ended September 30, 1995 of the Predecessor
Company. The results of operations for the nine months ended September 28,
1996 represent the combined results of the Predecessor Company for the period
of December 31, 1995 through April 17, 1996, and the successor Company, for the
period of April 18, 1996 through September 28, 1996, in order to establish
comparative periods. No pro forma adjustments were made to the financial
statements for purposes of this analysis due to the insignificance of the
adjustments on operating income. Interest expense for the periods is not
comparable and the impact of interest expense on the successor Company is
discussed below.
GENERAL
The Company believes it is the largest manufacturer of fiber glass in the
United States for use in the electronics industry and a leading manufacturer of
fiber glass fabrics and high performance fabrics for a wide variety of
industrial applications. Fiber glass fabric is a critical component of
printed circuit boards which are used in virtually all electronic products,
including computers, telecommunications equipment, advanced cable
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television equipment, network servers, televisions, automotive equipment and
home appliances. Fiber glass fabrics are also used to reinforce plastic
composite materials for aircraft and aerospace applications and for marine and
tooling markets. Other applications of fiber glass fabrics include reinforcing
electrical tape and providing high temperature dust filtration for the carbon
black, steel and power industries. The Company's high performance fabrics are
used primarily for civilian and military ballistics protection in
bullet-resistant vests and helmets, and by the aerospace industry in the
manufacture of composite material aircraft parts.
The Company's 1996 third quarter results reflect a decrease in both sales
and operating profit compared to the same period in 1995. This decrease was
primarily due to a slower-than-expected electronics industry growth rate which
caused inventory corrections throughout the industry supply chain. Though the
Company began to experience an upward trend in its electronics fiber glass
business towards the end of the third quarter, management believes it is still
too early to tell whether electronics supply chain inventories are in line with
expected electronics industry growth rates. The Company's sales and
profitability in the third quarter were also affected by reduced high
performance fabric sales to the military resulting from fewer contract bids.
The Company continues to respond to current market conditions by adjusting
production schedules and working capital levels.
12
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RESULTS OF OPERATIONS
THIRD QUARTER 1996 COMPARED TO THIRD QUARTER 1995
NET SALES
Net sales in the third quarter of 1996 decreased $12.4 million, or 20.5%,
from $60.3 million to $47.9 million. During the third quarter, sales volume
for both electronic fiber glass and high performance products decreased by
19.1% and 53.7%, respectively, while sales in the composite materials fiber
glass market increased 14.4% on increased volume from the aerospace industry.
Late in the quarter, the Company began to experience an upward trend in
electronic fiber glass sales. However, it is still too early to determine if
this increase reflects a turnaround in the electronics materials market which
previously had been experiencing an inventory correction. Also, the lack of
demand by the government for military ballistics continues to suppress sales in
the high performance market.
GROSS PROFIT
Gross profit for 1996 decreased by $1.0 million, or 9.4%, from $10.9
million to $9.9 million due to the decline in sales. Gross profit as a percent
to sales improved from 18.2% in 1995 to 20.7% in 1996. The improvement in
gross profit percentage resulted from a shift in sales mix from high
performance fabric to the higher margin fiber glass fabric, as well as
effective cost control and improved pricing.
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SG&A
SG&A expenses for 1996 decreased by $0.5 million, or 12.6%, to $3.4
million. This drop resulted primarily from lower stand alone expenses in 1996
compared to parent company allocations in 1995, as well as continued focus on
the management of fixed costs.
OPERATING INCOME
As a result of the above factors, operating income for 1996 decreased by
$0.5 million when compared to 1995. As a percentage of sales, operating income
increased to 13.5% in 1996 from 11.7% in 1995.
INTEREST EXPENSE
Interest expense is not comparable to prior periods as a result of the
financing related to the acquisition. Interest expense for the successor
Company was $3.5 million for the period June 30, 1996 to September 28, 1996.
INCOME FROM EQUITY INVESTEES, NET
Income from equity investees decreased $0.3 million to $0.8 million in the
third quarter of 1996 from $1.1 million in 1995. The decline resulted from
slightly lower results reported for Asahi-Schwebel and CS-Interglas which more
than offset the slightly improved results reported by Tech-Fab.
INCOME FROM CONTINUING OPERATIONS
The decline in operating income and income from equity investees combined
with higher interest expense in 1996, led to a $2.7 million decline in third
quarter income from continuing operations when compared to the same period last
year.
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FIRST NINE MONTHS OF 1996 COMPARED TO THE FIRST NINE MONTHS OF 1995
RESULTS OF OPERATIONS
The following table sets forth for the Company and Predecessor Company
selected income statement data for the periods indicated.
<TABLE>
<CAPTION>
Nine month Period from
period ended December 31, Period from Combined nine
January 1 - 1995 - April 18 - month period
September 30, April 17, September 28, from December 31,
1995 1996 1996 1995 - September
(Predecessor Basis) (Predecessor Basis) (Successor Basis) 28, 1996
-------------------- ------------------- -------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Net sales $ 166,650 $ 68,911 $ 95,289 $ 164,200
Cost of goods sold 139,953 54,958 75,782 130,740
--------- --------- -------- ---------
Gross profit 26,697 13,953 19,507 33,460
Selling, general and administrative
expenses 12,293 4,812 6,450 11,262
--------- -------- -------- ---------
Operating income 14,404 9,141 13,057 22,198
Interest expense (301) (148) (6,682) (6,830)
Other income (expense), net (72) (5) 53 48
Provision for income tax (5,592) (3,595) (2,779) (6,374)
Income from equity investees, net 1,438 1,174 1,748 2,922
--------- -------- -------- ---------
Income from continuing operations $ 9,877 $ 6,567 $ 5,397 $ 11,964
========= ======== ======== =========
PERCENTAGE OF NET SALES
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of Goods Sold 84.0 79.7 79.5 79.6
--------- -------- -------- ---------
Gross profit 16.0 20.3 20.5 20.4
Selling, general and administrative
expenses 7.4 7.0 6.8 6.9
--------- -------- -------- ---------
Operating income 8.6 13.3 13.7 13.5
Interest expense (0.2) (0.2) (7.0) (4.1)
Other income (expense), net (0.1) - 0.1 -
Provision for income tax (3.3) (5.2) (2.9) (3.9)
Income (loss) from equity investees, net 0.9 1.7 1.8 1.8
--------- -------- -------- ---------
Income from continuing operations 5.9 % 9.6 % 5.7 % 7.3%
========= ======== ======== =========
</TABLE>
NET SALES
Net sales for the nine months ended September 28, 1996 decreased $2.5
million, or 1.5%, from $166.7 million to $164.2 million. Electronic fiber
glass sales volume was 4.2% ahead of the same period in 1995. Composite
materials fiber glass for the period was ahead of last year by 8.7% on the
strength of increased volume to the aerospace industry, as well as improved
pricing and sales mix. Sales to the high performance market continued to
be weak, down 26.4%, due to reduced government demand for military ballistics
fabrics.
15
<PAGE> 16
GROSS PROFIT
Gross profit for 1996 reflected an increase of 25.3% to $33.5 million
despite the modest decrease in sales for the same period. Gross profit as a
percent of sales improved from 16.0% in 1995 to 20.4% in 1996. This
improvement was primarily the result of a sales mix shift from high performance
fabrics, which have lower margins, to higher margin fiber glass fabrics, as
well as improved pricing and effective cost control.
SG&A
SG&A expenses for the nine months of 1996 were $1.0 million, or 8.4%,
lower than for the comparable period in 1995. The decrease was the result of
lower stand alone expenses in 1996 (since the acquisition date) compared to the
parent company allocations in 1995, as well as the effective management of
fixed costs.
OPERATING INCOME
As a result of the factors noted above, operating income for the period
increased 54.1% to $22.2 million. As a percentage of sales, operating income
increased to 13.5% in 1996 from 8.6% in 1995.
INTEREST EXPENSE
Interest expense is not comparable to prior periods as a result of the
financing related to the acquisition. Interest expense for the successor
company was $6.7 million, for the period April 18, 1996 to September 28, 1996.
16
<PAGE> 17
INCOME FROM EQUITY INVESTEES, NET
Income from equity investees increased $1.5 million to $2.9 million in the
first nine months of 1996. All three equity investments showed improvement
compared to last year with Asahi-Schwebel accounting for most of the
improvement. Asahi-Schwebel's business continues to benefit from stronger
volume, improved pricing and a weaker yen.
INCOME FROM CONTINUING OPERATIONS
The significant improvement in operating results and income from equity
investees was more than enough to offset the increase in interest expense as
income from continuing operations for the first nine months of 1996 was 21.1%
higher than the same period in 1995.
LIQUIDITY AND CAPITAL RESOURCES
On April 17, 1996, the Company was purchased from Springs Industries, Inc.
for approximately $192.9 million, funded by a combination of equity and debt.
The total equity of $45.0 million was provided by Vestar/CS Holding and
Management Investors in exchange for all of the capital stock of Holdings.
Vestar/CS Holding contributed $43.2 million in exchange for $35.0 million of
Holdings Preferred Stock and $8.2 million of Holdings Common Stock.
Management Investors invested $1.8 million in Holdings' Common Stock.
Approximately $0.8 million of the contribution from Management Investors was
financed by loans from the Company. The funded debt consisted of $110.0
million of Senior Notes, $15.0 million under a Term Loan and $35.0 million
under a Revolving Credit Facility. The required amortization payments under
the Term Loan are $0.4 million in 1997, $2.0 million in 1998, $2.5 million in
1999, $3.0 million in 2000, $3.5 million in 2001 and $2.0 million in 2002.
The Company may prepay the Term Loan at any
17
<PAGE> 18
time without penalty. The Revolving Credit Facility matures in April 2002.
Other than upon a change of control or as a result of certain asset sales, the
Company will not be required to make any principal payments in respect of the
Senior Notes until maturity in April 2006. The Company is required to make
semi-annual interest payments on April 15 and October 15 with respect to the
Senior Notes. The Company typically makes capital expenditures related
primarily to improvement of manufacturing facilities and processing equipment.
As a result of the buyout from Springs, the Company has a substantial
amount of indebtedness. To meet its liquidity needs, the Company has relied
and will rely on internally generated funds and, to the extent necessary, on
undrawn commitments available under the Revolving Credit Facility, subject to
certain drawing conditions. The Company's ability to borrow in excess of the
commitments set forth in the Credit Agreement is limited by the covenants in
the Credit Agreement and the Indenture.
Cash provided by the operating activities of the Company since April 18,
1996 was $36.6 million. The cash was provided through strong operating results
and effective management of working capital. During the same period, capital
spending was $1.2 million.
Cash provided by operating activities and moderate capital spending
allowed the Company to reduce total debt by $35.6 million since April 18, 1996.
Debt under the Revolving Credit Facility was reduced by $34.0 million while
debt under the Term Loan was reduced by $1.6 million. At the end of the third
quarter, the Company had $54.0 million of undrawn commitments available under
the Revolving Credit Facility.
18
<PAGE> 19
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Exhibit 27 - Financial Data Schedule
(electronic filing only)
(b) Reports on Form 8-K.
No report was filed during the quarter ended September 28, 1996
on Form 8-K.
19
<PAGE> 20
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.
CLARK-SCHWEBEL HOLDINGS, INC.
-----------------------------
(Registrant)
Date November 5, 1996 /s/ William D. Bennison
---------------- -------------------------------
Name: William D. Bennison
Title: President
Date November 5, 1996 /s/ Donald R. Burnette
---------------- -------------------------------
Name: Donald R. Burnette
Title: Vice President and
Chief Financial Officer
20
<PAGE> 21
EXHIBIT INDEX
EXHIBIT 27 FINANCIAL DATA SCHEDULE
(electronic filing only)
(See next page - This page is intentionally left blank)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS<F1>
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-START> DEC-31-1995
<PERIOD-END> SEP-28-1996
<CASH> 1,074
<SECURITIES> 0
<RECEIVABLES> 24,749
<ALLOWANCES> 0
<INVENTORY> 31,165
<CURRENT-ASSETS> 57,939
<PP&E> 67,553
<DEPRECIATION> 3,873
<TOTAL-ASSETS> 237,836
<CURRENT-LIABILITIES> 37,086
<BONDS> 124,440
0
35,000
<COMMON> 9,178
<OTHER-SE> 2,918
<TOTAL-LIABILITY-AND-EQUITY> 237,836
<SALES> 164,200
<TOTAL-REVENUES> 164,200
<CGS> 130,740
<TOTAL-COSTS> 130,740
<OTHER-EXPENSES> 11,214
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,830
<INCOME-PRETAX> 15,416
<INCOME-TAX> 6,374
<INCOME-CONTINUING> 11,964
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,964
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>THE RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 28, 1996
REPRESENT THE COMBINED RESULTS OF CLARK-SCHWEBEL HOLDINGS, INC. ("COMPANY") FOR
THE PERIOD OF APRIL 18, 1996 THROUGH SEPTEMBER 28, 1996 (SUCCESSOR COMPANY) AND
THE RESULTS OF FORT MILL A, INC. FOR THE PERIOD OF DECEMBER 31, 1995 THROUGH
APRIL 17, 1996 (PREDECESSOR COMPANY). A CHANGE IN OWNERSHIP RESULTED FROM A
LEVERAGED BUYOUT ON APRIL 17, 1996, AND THE TRANSACTION RESULTED IN A NEW BASIS
OF ACCOUNTING FOR THE COMPANY. THEREFORE, THE RESULTS OF OPERATIONS FOR THE
NINE MONTHS ENDED SEPTEMBER 28, 1996 ARE NOT FULLY COMPARABLE TO PRECEDING
REPORTING PERIODS. THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM
THE COMPANY'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</FN>
</TABLE>
