<PAGE> 1
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 June 29, 1996 or
-------------
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ended 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 JUNE 29, 1996
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
<S> <C> <C>
PART I - FINANCIAL INFORMATION:
ITEM 1. Financial Statements: 3
Consolidated Balance Sheets as of
December 30, 1995 and June 29, 1996. 3
Consolidated Statements of Income for the
Three and Six Months ended June 29, 1996
and July 1, 1995. 4
Consolidated Statements of Cash Flows for the
Six Months ended June 29, 1996 and July 1, 1995. 5
Notes to Condensed and Consolidated Financial Statements. 6
ITEM II. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 10
PART II - OTHER INFORMATION:
Not Applicable
SIGNATURES 18
</TABLE>
2
<PAGE> 3
CLARK-SCHWEBEL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 30, 1995 and JUNE 29, 1996
(Dollars in Thousands Except Per Share Data)
<TABLE>
<CAPTION>
DECEMBER 30, JUNE 29,
1995 1996
---- ----
(Predecessor (Unaudited-
Basis) Successor
ASSETS Basis)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents ........................................................... $ 584 $ 3,557
Accounts receivable, net ............................................................ 33,298 27,985
Inventories, net .................................................................... 28,791 35,482
Other ............................................................................... 2,069 1,376
-------- --------
Total current assets ............................................................. 64,742 68,400
-------- --------
PROPERTY, PLANT AND EQUIPMENT ............................................................. 96,791 66,787
Accumulated depreciation ............................................................... (43,777) (1,706)
-------- --------
Property, plant and equipment, net .................................................. 53,014 65,081
-------- --------
EQUITY INVESTMENTS ........................................................................ 62,904 62,334
NET ASSETS OF DISCONTINUED OPERATIONS ..................................................... 2,600 0
GOODWILL .................................................................................. 0 45,543
OTHER ASSETS .............................................................................. 5,469 7,333
-------- --------
TOTAL ASSETS .............................................................................. $188,729 $248,691
======== ========
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable .................................................................... $ 9,032 $ 15,221
Accrued liabilities ................................................................. 7,328 17,056
Deferred tax liabilities -- current ................................................. 2,024 3,184
Current maturities of long-term debt ................................................ 79 829
-------- --------
Total current liabilities ........................................................ 18,463 36,290
LONG-TERM DEBT ............................................................................ 5,907 140,514
DEFERRED TAX LIABILITIES .................................................................. 14,826 21,923
LONG-TERM BENEFIT PLANS, DEFERRED COMPENSATION AND OTHER .................................. 5,570 4,500
COMMITMENTS AND CONTINGENCIES .............................................................
-------- --------
TOTAL LIABILITIES ......................................................................... 44,766 203,227
-------- --------
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 2,069
Investment by Springs ............................................................... 134,357 0
Cumulative translation adjustment ................................................... 9,605 (783)
-------- --------
Total equity ..................................................................... 143,963 45,464
-------- --------
TOTAL LIABILITIES AND EQUITY .............................................................. $188,729 $248,691
======== ========
</TABLE>
See notes to consolidated financial statements.
3
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CLARK-SCHWEBEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED - Dollars in Thousands)
<TABLE>
<CAPTION>
December 31,
April 2 - January 1 - March 31- 1995 - April 18 -
July 1, July 1, April 17, April 17, June 29,
1995 1995 1996 1996 1996
--------- ----------- --------- ------------ ----------
(Predecessor Basis) (Successor
Basis)
<S> <C> <C> <C> <C> <C>
Net sales .................................... $57,073 $106,312 $8,741 $68,911 $47,330
Cost of goods sold ........................... 48,456 90,571 7,107 54,958 37,744
------- -------- ------ ------- -------
Gross profit ................................. 8,617 15,741 1,634 13,953 9,586
Selling, general and adminstrative
expenses .................................. 4,247 8,371 937 4,812 3,023
------- -------- ------ ------- -------
Operating income .......................... 4,370 7,370 697 9,141 6,563
Other income (expense):
Interest expense .......................... (100) (201) (20) (148) (3,134)
Other, net ................................ (12) (17) (5) (5) (1)
------- -------- ------ ------- -------
Income before income taxes ................... 4,258 7,152 672 8,988 3,428
Provision for income tax ..................... (1,697) (2,848) (269) (3,595) (1,471)
Income (loss) from equity Investees, net ..... (18) 368 267 1,174 985
------- -------- ------ ------- -------
Income from continuing operations ............ 2,543 4,672 670 6,567 2,942
Income from discontinued operations, net ..... 38 56 0 0 0
------- -------- ------ ------- -------
Net income ................................... $ 2,581 $ 4,728 $ 670 $ 6,567 2,942
======= ======== ====== =======
Accrued dividends on preferred stock ......... (873)
-------
Net income applicable to common shares .... $ 2,069
=======
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
CLARK-SCHWEBEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - Dollars in Thousands)
<TABLE>
<CAPTION>
December 31,
January 1 - 1995 - April 18 -
July 1, April 17, June 29,
1995 1996 1996
----------- --------- ----------
(Predecessor Basis) (Successor
Basis)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income ................................................................. $ 4,728 $ 6,567 $ 2,942
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization ........................................... 5,445 3,526 2,179
Deferred tax provision .................................................. 95 1,404 (112)
Income from equity investments, net ..................................... (368) (1,174) (985)
Income from discontinued operations, net ................................ (56) 0 0
Changes in assets and liabilities, net of the effects of the
puchase of the company:
Accounts receivable .................................................. (6,864) 1,832 1,620
Inventories .......................................................... (8,279) (2,883) 1,466
Prepaid expenses and other ........................................... 2,611 (187) 105
Accounts payable ..................................................... 3,710 (697) 7,784
Accrued liabilities .................................................. 799 (289) 5,301
Other ................................................................... 1,104 (131) 1,208
------- -------- ---------
Net cash provided by operating activities ......................... 2,925 7,968 21,508
------- -------- ---------
INVESTING ACTIVITIES:
Purchases of equipment ..................................................... (4,137) (1,603) (396)
Payment for purchase of company ............................................ 0 0 (192,895)
------- -------- ---------
Net cash used in investing activities ............................. (4,137) (1,603) (193,291)
------- -------- ---------
FINANCING ACTIVITIES:
Investment by Springs ...................................................... 1,403 (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 ...... (45) (29) (18,764)
------- -------- ---------
Net cash provided by (used in) financing activities ............... 1,358 (6,523) 174,914
------- -------- ---------
NET CHANGE IN CASH ............................................................ 146 (158) 3,131
CASH, BEGINNING OF PERIOD ..................................................... 29 584 426
------- -------- ---------
CASH, END OF PERIOD ........................................................... $ 175 $ 426 $ 3,557
======= ======== =========
CASH PAID FOR INTEREST ........................................................ $ 200 $ 120 $ 516
======= ======== =========
CASH PAID FOR TAXES ........................................................... $ 0 $ 0 $ 100
======= ======== =========
</TABLE>
Noncash Transaction: The Company accrued dividends on preferred stock of $873
for the period of April 18 - June 29, 1996.
See notes to consolidated financial statements.
5
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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 of Clark-Schwebel Holdings, Inc., the
successor company, ("Company") following the change in ownership (see Note 2) as
of June 29, 1996 and for the period from April 18, 1996 to June 29, 1996. 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 of Fort Mill A Inc., the predecessor company, prior to the
change in ownership as of December 30, 1995 and for the periods of March 31,
1996 to April 17, 1996 and December 31, 1995 to April 17, 1996. 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 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 in the Company and Management Investors had an 18%
common equity interest.
Under the Agreement, Springs has 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 Form S-4, filed with the SEC).
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
7
<PAGE> 8
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:
<TABLE>
<S> <C>
Land improvements .............................................. 10 to 20 years
Buildings and improvements ...................................... 20 to 40 years
Machinery and equipment ......................................... 3 to 11 years
</TABLE>
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.
8
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4. LONG-TERM DEBT
Long-term debt consisted of the following:
<TABLE>
<CAPTION>
December 30, June 29,
1995 1996
------------ --------
<S> <C> <C>
Senior Notes, payable in 2006, interest at 10.5% ............................... $ 0 $ 110,000
Term Loan payable in quarterly installments of $250 beginning
September 30, 1996, $500 beginning September 30, 1997, $750
beginning September 30, 1999, and $1,000 beginning
September 30, 2001 through maturity in 2002, interest at
variable rates ............................................................... 0 15,000
Revolving Credit Agreement, due 2002, interest at variable rates ................ 0 16,250
Capitalized lease obligation payable in equal monthly
installments of $7, through August 1997........................................ 136 93
Industrial Revenue Bonds, payable in 2010, interest at 6.85% .................... 5,850 0
-------- ---------
Total............................................................................ 5,986 141,343
Less current maturities ......................................................... (79) (829)
-------- ---------
Long-term debt ................................................................. $ 5,907 $ 140,514
======== =========
</TABLE>
The senior notes accrue interest at a fixed rate of 10.5% per annum and
will be 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 June 29, 1996 the
interest rate was 7.5% per annum. Interest is typically payable monthly. The
Company pays a quarterly commitment fee equal to 0.375% to 0.5% on the unused
portion of the revolving credit facility which was $38,750 at June 29,1996.
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 June 29, 1996, the Company was in
compliance with such covenants.
The aggregate five-year maturities of long-term debt subsequent to June 29,
1996 follow: 1996 - $292; 1997 - $1,807; 1998 - $2,000; 1999 - $2,500; 2000 -
$3,000.
5. INVENTORIES
Inventories consisted of the following:
<TABLE>
<CAPTION>
December 30, June 29,
1995 1996
------------ ----------
<S> <C> <C>
Finished goods ........................................................ $10,145 $13,194
Raw material and supplies............................................... 9,868 9,365
In process .......................................................... 12,828 13,929
------- -------
Total at standard cost (which approximates average cost) ............. 32,841 36,488
Less LIFO reserve ..................................................... (4,050) (1,006)
------- -------
Inventories, net ...................................................... $28,791 $35,482
======= =======
</TABLE>
9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the
consolidated financial statements and the notes thereto. The accompanying
analysis compares the results of operations of Clark-Schwebel Holdings, Inc.,
the successor company ("Company"), for the three months ended June 29, 1996 to
the three months ended July 1, 1995. The results of operations for the three
months ended June 29, 1996 represents the combined results of Fort Mill A Inc.,
the predecessor company, for the period of March 31, 1996 through April 17,
1996, and the successor company for the period of April 18, 1996 through June
29, 1996, in order to establish comparative periods. The accompanying analysis
also compares the results of operations of the Company for the six months ended
June 29, 1996 to the six months ended July 1, 1995. The results of operations
for the six months ended June 29, 1996 represents 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 June 29,
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 second quarter of 1996 reflected an improvement over the same period in
1995. Though net sales were down by $1.0 million or 1.7%, gross profit and
operating income were up by $2.6 million, or 30.2% and $2.9 million, or 66.1%,
respectively. This performance, coupled with that of the first quarter, yielded
a strong first half. Net sales, gross profit, and operating income all posted
significant gains over
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the first half of last year of $9.9 million (9.3%), $7.8 million (49.5%), and
$8.3 million (113.1%), respectively.
The second quarter performance, along with improved working capital
management, contributed to the Company's ability to pay down debt. Total debt
now stands at $141.3 million compared to the opening balance sheet level of
$160.1 million.
RESULTS OF OPERATIONS
SECOND QUARTER 1996 COMPARED TO SECOND QUARTER 1995
The following table sets forth for the Company selected income statement
data for the periods indicated.
<TABLE>
<CAPTION>
Three month
period ended Period from Period from
April 2 - March 31- April 18 - Combined three month
July 1 April 17 June 29 period from
1995 1996 1996 March 31-
(Predecessor Basis) (Predecessor Basis) (Successor Basis) June 29, 1996
------------------- ------------------- ----------------- -------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Net sales ......................................... $ 57,073 $ 8,741 $ 47,330 $ 56,071
Cost of goods sold ................................ 48,456 7,107 37,744 44,851
-------- ------- -------- --------
Gross profit ....................................... 8,617 1,634 9,586 11,220
Selling, general, and adminstrative expenses ...... 4,247 937 3,023 3,960
-------- ------- -------- --------
Operating income .................................. 4,370 697 6,563 7,260
Interest expense .................................. (100) (20) (3,134) (3,154)
Other income (expense), net ....................... (12) (5) (1) (6)
Provision for income tax .......................... (1,697) (269) (1,471) (1,740)
Income (loss) from equity investees, net .......... (18) 267 985 1,252
-------- ------- -------- --------
Income from continuing operations ................. $ 2,543 $ 670 $ 2,942 $ 3,612
======== ======= ======== ========
PERCENTAGE OF NET SALES:
Net sales ........................................ 100.0 % 100.0 % 100.0 % 100.0 %
Cost of goods sold ................................ 84.9 81.3 79.7 80.0
-------- ------- -------- --------
Gross profit ....................................... 15.1 18.7 20.3 20.0
Selling, general, and adminstrative expenses ...... 7.4 10.7 6.4 7.1
-------- ------- -------- --------
Operating income .................................. 7.7 8.0 13.9 12.9
Interest expense .................................. (0.2) (0.2) (6.6) (5.6)
Other income (expense), net ....................... 0.0 0.0 0.0 0.0
Provision for income tax .......................... (3.0) (3.1) (3.1) (3.1)
Income (loss) from equity investees, net .......... 0.0 3.0 2.0 2.2
-------- ------- -------- --------
Income from continuing operations ................. 4.5 % 7.7 % 6.2 % 6.4 %
======== ======= ======== ========
</TABLE>
NET SALES. Net sales in the second quarter of 1996 decreased $1.0 million, or
1.8%, to $56.1 million compared to $57.1 million in 1995. During the second
quarter, the Company experienced mixed results in our product markets. Net
sales of electronics fiber glass fabric and composite materials fiber glass
11
<PAGE> 12
increased by 11.8% and 7.1%, respectively. However, gains in net sales of fiber
glass fabrics were more than offset by a 39.5% drop in high performance product
sales. This decrease in high performance net sales from $14.1 million to $8.5
million was the result of a decline in the number of contract quotes requested
by the government for the military ballistics market in 1996. Through the
second quarter of 1996, there have been no significant government contracts
awarded. At this time, expectations are that sales in this market will lag
behind those of 1995 for the remainder of the year.
GROSS PROFIT. Gross profit for 1996 increased by $2.6 million, or 30.2%, to
$11.2 million from $8.6 million in 1995, or from 15.1% of net sales to 20.0%.
The significant improvement in both gross profit dollars and gross profit
percentage resulted from a shift in mix from high performance fabric to the
higher margin fiber glass fabric and within the fiber glass market to higher
margin light weight fabrics, continued effective cost control, and improved
pricing.
SG&A. SG&A for 1996 decreased by $0.3 million to $4.0 million from $4.3
million in 1995. This represented a 6.8% drop and resulted primarily from lower
stand alone expenses in 1996 compared to parent company allocations in 1995, as
well as effective management of fixed costs.
OPERATING INCOME. As a result of the above factors, operating income for 1996
increased $2.9 million, or 66.1%, to $7.3 million from $4.4 million in 1995. As
a percentage of net sales, operating income increased to 12.9% in 1996 from 7.7%
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 $3.1 million, for the period from April 18, 1996 to June
29, 1996.
INCOME FROM EQUITY INVESTEES, NET. Income from equity investees increased to
$1.3 million in 1996, from a break even in 1995. The improvement resulted
primarily from higher net income reported by
12
<PAGE> 13
Asahi-Schwebel, driven by higher volume, stronger pricing, and a weaker yen.
Improvement was also reported at both CS-Interglas and CS Tech-Fab.
INCOME FROM CONTINUING OPERATIONS. The significant improvement in operating
results and income from equity investees more than offset the increase in
interest expense, as income from continuing operations for the second quarter of
1996 increased 42.0% to $3.6 million from $2.5 million in 1995.
FIRST SIX MONTHS OF 1996 COMPARED TO THE FIRST SIX MONTHS OF 1995
RESULTS OF OPERATIONS
The following table sets forth for the Company selected income statement
data for the periods indicated.
<TABLE>
<CAPTION>
Six month Period from
period ended December 31 Period from Combined six month
January 1 - 1995 - April 18 - period from
July 1 April 17 June 29 December 31,
1995 1996 1996 1995 -
(Predecessor Basis) (Predecessor Basis) (Successor Basis) June 29, 1996
------------------- ------------------- ----------------- -------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Net sales ....................................... $ 106,312 $ 68,911 $ 47,330 $ 116,241
Cost of goods sold .............................. 90,571 54,958 37,744 92,702
--------- --------- --------- ---------
Gross profit ..................................... 15,741 13,953 9,586 23,539
Selling, general, and adminstrative expenses .... 8,371 4,812 3,023 7,835
--------- --------- --------- ---------
Operating income ................................ 7,370 9,141 6,563 15,704
Interest expense ................................ (201) (148) (3,134) (3,282)
Other income (expense), net ..................... (17) (5) (1) (6)
Provision for income tax ........................ (2,848) (3,595) (1,471) (5,066)
Income from equity investees, net ............... 368 1,174 985 2,159
--------- --------- --------- ---------
Income from continuing operations ............... $ 4,672 $ 6,567 $ 2,942 $ 9,509
========= ========= ========= =========
PERCENTAGE OF NET SALES:
Net sales ...................................... 100.0 % 100.0 % 100.0 % 100.0 %
Cost of goods sold .............................. 85.2 79.7 79.7 79.7
--------- --------- --------- ---------
Gross profit ..................................... 14.8 20.3 20.3 20.3
Selling, general, and adminstrative expenses .... 7.9 7.0 6.4 6.8
--------- --------- --------- ---------
Operating income ................................ 6.9 13.3 13.9 13.5
Interest expense ................................ (0.2) (0.2) (6.6) (2.8)
Other income (expense), net ..................... 0.0 0.0 0.0 0.0
Provision for income tax ........................ (2.7) (5.2) (3.1) (4.3)
Income from equity investees, net ............... 0.4 1.7 2.0 1.8
--------- --------- --------- ---------
Income from continuing operations ............... 4.4 % 9.6 % 6.2 % 8.2 %
========= ========= ========= =========
</TABLE>
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<PAGE> 14
NET SALES. Net sales for the six months ended June 29, 1996 increased $9.9
million, or 9.3 %, to $116.2 from $106.3 million in 1995. Strong growth in
sales of electronic fiber glass fabric with a slight improvement in sales of
composite materials fiberglass fabric offset a decline in high performance
sales. Net sales of electronic fiber glass grew by 17.5%, the result of strong
demand for electronic products driven primarily by the telecommunication and
computer markets, as well as improved pricing. Net sales of composite material
fiber glass increased by 5.7%, while High Performance sales were down 10.2%. The
decrease in high performance net sales resulted from a decline in the number of
quotes requested by the government for the military ballistics market in 1996.
GROSS PROFIT. Gross profit for the first half of 1996 increased by $7.8
million, or 49.5%, from $15.7 million in 1995 to $23.5 million in 1996, or from
14.8 % of net sales to 20.3%. This significant improvement was principally the
result of a shift in mix from high performance fabrics to the higher margin
fiber glass fabric and within the fiber glass market to higher margin light
weight fabric, continued effective cost control, and improved pricing.
SG&A. SG&A for the first half of 1996 decreased by $0.6 million to $7.8 million
from $8.4 million in 1995. This represented an 6.4% drop and resulted primarily
from lower stand alone expenses in 1996 (since the acquisition date) compared to
parent company allocations in 1995 (and 1996 up to the acquisition date), as
well as the effective management of fixed costs.
OPERATING INCOME. As a result of the above factors, operating income for the
first half of 1996 increased by $8.3 million to $15.7 million from $7.4 million
in 1995. As a percentage of net sales, operating income increased to 13.5% in
the first half of 1996 from 6.9% in 1995.
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<PAGE> 15
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 $3.1 million, for the period from April 18, 1996 to June
29, 1996.
INCOME FROM EQUITY INVESTEES, NET. Income from equity investees increased $1.8
million to $2.2 million in the first half of 1996, from $0.4 million in 1995.
The improvement resulted primarily from higher net income reported by
Asahi-Schwebel, driven by higher volume, stronger pricing, and a weaker yen.
Improvement was also reported at both CS-Interglas and CS Tech-Fab.
INCOME FROM CONTINUING OPERATIONS. The significant improvement in operating
results and income from equity investees more than offset the increase in
interest expense as income from continuing operations for the first half of 1996
increased 103.5% to $9.5 million from $4.7 million 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 contribution
and debt. The equity was provided by Vestar/CS Holding and Management Investors
who contributed $45.0 million in exchange for all of the capital stock of
Holdings. Vestar/CS Holding contributed $43.2 million in exchange for $36.0
million of Holdings Preferred Stock and $7.2 million of Holdings Common Stock.
Management Investors contributed $1.8 million for $1.8 million of 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 million of Senior Notes, $15 million under a Term Loan and $35.0 million
under a Revolving Credit Facility. The required amortization payments under the
Term Loan are: $0.3 million in the remainder of 1996, $1.8 million in 1997, $2.0
million in 1998, $2.5 million in 1999, $3.0 million in
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<PAGE> 16
2000, $3.5 million in 2001 and $2.0 million in 2002. 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 with respect to
the Senior Notes. The Company typically makes capital expenditures related
primarily to improvement of manufacturing facilities and processing equipment.
The Company has a substantial amount of indebtedness. To meet its
liquidity needs, the Company 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 amounts set forth in the Credit Agreement is limited by
covenants in the Credit Agreement and the Indenture.
Cash provided by the operating activities of the Company since April 18,
1996 was $21.5 million. The cash was provided through strong operating results
and effective management of working capital. During the same period, capital
spending was low, at $0.4 million. Capital spending will increase in the second
half of the year.
Cash provided by operating activities and moderate capital spending allowed
the Company to reduce debt by $18.8 million during the period. At the end of
the second quarter, the Company had $38.8 million of undrawn commitments
available under the Revolving Credit Facility.
CURRENT ECONOMIC CONDITIONS
Though the Company experienced a strong first half, indications of a
slowdown in the growth rate of the electronics industry began to emerge in the
second quarter of 1996. The Company believes
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<PAGE> 17
this slowdown is mainly attributable to an industry wide inventory correction,
which should reverse once excess inventory has been absorbed through the supply
chain. Management is unable to predict when the electronics industry will come
out of this period, but believes the slowdown is temporary.
Also during the Company's second quarter, Kevlar sales to the military were
below a year ago, principally due to the lack of new government contracts for
military ballistic products, such as vests and helmets. This market is expected
to continue performing below 1995 levels for the remainder of the year.
The Company has responded to the current market conditions by adjusting
production schedules, which will allow it to effectively manage working capital.
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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.
CLARK-SCHWEBEL HOLDINGS, INC.
-------------------------------
(Registrant)
Date August 28, 1996 /s/ William D. Bennison
-------------------------- --------------------------------
Name: William D. Bennison
Title: President
Date August 28, 1996 /s/ Donald R. Burnette
-------------------------- --------------------------------
Name: Donald R. Burnette
Title: Vice President and Chief
Financial Officer
18
