<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 March 29, 1997 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 X No
--------------- ---------------
As of March 29, 1997, there were 9,000 shares outstanding of common stock of
Clark-Schwebel Holdings, Inc.
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CLARK-SCHWEBEL HOLDINGS, INC.
FORM 10-Q QUARTERLY REPORT FOR
FISCAL QUARTER ENDED MARCH 29, 1997
TABLE OF CONTENTS
PAGE NO.
PART I - FINANCIAL INFORMATION:
ITEM 1. Financial Statements: 3
Consolidated Balance Sheets as of
December 28, 1996 and March 29, 1997. 4
Consolidated Statements of Income for the
Three Months ended March 29, 1997 and
March 30, 1996. 5
Consolidated Statements of Cash Flows for the
Three Months ended March 29, 1997 and
March 30, 1996. 6
Notes to Condensed and Consolidated Financial
Statements. 7
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 11
ITEM 3. Quantitative and Qualitative Disclosures about
Market Risk 16
PART II - OTHER INFORMATION:
ITEM 6. Exhibits and Reports on Form 8-K. 17
SIGNATURES 18
EXHIBITS
Exhibit 10.1.1 - First Amendment to Credit Agreement
Exhibit 27 - Financial Data Schedule
(electronic filing only)
2
<PAGE> 3
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 28, 1996 and MARCH 29, 1997
(Dollars in Thousands Except Per Share Data)
<TABLE>
<CAPTION>
DECEMBER 28, MARCH 29,
1996 1997
--------- ---------
(Successor (Successor
Basis) Basis)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ......................................... $ 4,064 $ 9,073
Accounts receivable, net .......................................... 25,794 30,398
Inventories, net .................................................. 32,633 33,861
Other ............................................................. 592 678
--------- ---------
Total current assets ......................................... 63,083 74,010
--------- ---------
PROPERTY, PLANT AND EQUIPMENT .............................................. 67,936 69,568
Accumulated depreciation .............................................. (5,841) (8,028)
--------- ---------
Property, plant and equipment, net ................................ 62,095 61,540
--------- ---------
EQUITY INVESTMENTS ......................................................... 63,426 59,932
GOODWILL ................................................................... 44,333 44,056
OTHER ASSETS ............................................................... 6,808 6,599
--------- ---------
TOTAL ASSETS ............................................................... $ 239,745 $ 246,137
========= =========
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable .................................................. $ 21,448 $ 26,262
Accrued liabilities ............................................... 14,338 15,407
Deferred tax liabilities -- current ............................... 2,056 2,056
Current maturities of long-term debt .............................. 51 396
--------- ---------
Total current liabilities .................................... 37,893 44,121
--------- ---------
LONG-TERM DEBT ............................................................. 123,440 120,823
DEFERRED TAX LIABILITIES ................................................... 21,458 22,511
LONG-TERM BENEFIT PLANS AND OTHER .......................................... 7,121 8,309
COMMITMENTS AND CONTINGENCIES ..............................................
--------- ---------
TOTAL LIABILITIES .......................................................... 189,912 195,764
--------- ---------
EQUITY:
Preferred stock (par value per share - $.01) - 12.5% participating,
10,000 shares authorized, 0 and 1,000
shares issued and outstanding, respectively ..................... 35,000 35,000
Common stock (par value per share - $.01) - 100,000
shares authorized, 9,000 shares issued and outstanding,
less management loans of $822 ................................... 9,178 9,178
Retained earnings ................................................. 7,005 10,223
Cumulative translation adjustment ................................. (1,350) (4,028)
--------- ---------
Total equity ................................................. 49,833 50,373
--------- ---------
TOTAL LIABILITIES AND EQUITY ............................................... $ 239,745 $ 246,137
========= =========
</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, December 29,
1995 - 1996 -
March 30, March 29,
1996 1997
-------- --------
(Predecessor Basis) (Successor Basis)
<S> <C> <C>
Net sales ...................................................... $ 60,170 $ 62,238
Cost of goods sold ............................................. 47,851 48,634
-------- --------
Gross profit ................................................... 12,319 13,604
Selling, general and administrative
expenses ................................................... 3,875 3,902
-------- --------
Operating income ........................................... 8,444 9,702
Other income (expense):
Interest expense ........................................... (128) (3,280)
Other, net ................................................. 0 0
-------- --------
Income before income taxes ..................................... 8,316 6,422
Provision for income tax ....................................... (3,328) (2,651)
Income from equity investees, net .............................. 907 638
-------- --------
Net Income ..................................................... $ 5,895 4,409
========
Accrued dividends on preferred stock ........................... (1,191)
--------
Net income applicable to common shares...................... $ 3,218
========
</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, December 29,
1995 - 1996 -
March 30, March 29,
1996 1997
-------- -------
(Predecessor Basis) (Successor Basis)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income ................................................ $ 5,895 $ 4,409
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization .......................... 3,012 2,729
Deferred tax provision ................................. 1,404 2,651
Income from equity investments, net .................... (907) (638)
Changes in assets and liabilities, net of the effects
of the purchase of the company:
Accounts receivable ............................... (450) (4,604)
Inventories ....................................... 276 (1,228)
Prepaid expenses and other ........................ 8 52
Accounts payable .................................. 382 4,815
Accrued liabilities ............................... (813) 786
Other .................................................. (1,140) (2)
-------- -------
Net cash provided by operating activities ....... 7,667 8,970
-------- -------
INVESTING ACTIVITIES:
Purchases of equipment .................................... (1,082) (1,698)
Proceeds from sale of equipment ........................... 0 9
-------- -------
Net cash used in investing activities ........... (1,082) (1,689)
-------- -------
FINANCING ACTIVITIES:
Investment by Springs ..................................... (11,533) 0
Transfer of assets retained by Springs .................... 4,461 0
Principal payments under long-term debt and capital lease
obligations ............................................ (22) (2,272)
-------- -------
Net cash used in financing activities ........... (7,094) (2,272)
-------- -------
NET CHANGE IN CASH ............................................. (509) 5,009
CASH, BEGINNING OF PERIOD ...................................... 584 4,064
-------- -------
CASH, END OF PERIOD ............................................ $ 75 $ 9,073
======== =======
CASH PAID FOR INTEREST ......................................... $ 100 $ 235
======== =======
CASH PAID FOR TAXES ............................................ $ 0 $ 298
======== =======
</TABLE>
Noncash Transaction: The company accrued dividends on preferred stock of $1,191
for the period of December 29, 1996 - March 29, 1997.
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 March 29, 1997 and for the period
from December 29, 1996 to March 29, 1997 of Clark-Schwebel Holdings, Inc., the
successor company ("Company"), following the change in ownership (see Note 2).
The Company's primary asset is all of the capital stock of Clark-Schwebel, Inc.,
its operating company. The statements also include the assets and liabilities of
the Company as of December 28, 1996, and the results of operations for the
period of December 31, 1995 to March 30, 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 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 28, 1996 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 28, 1996 included in the Form 10-K.
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 an affiliate of Vestar would acquire the Company (the
"Acquisition"). Pursuant to the Agreement, on April 17, 1996 (Closing Date),
Vestar/CS Holding Company, LLC (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, (ii) pay $959 in certain accrued employee benefits, (iii) provide
indemnification for certain environmental, tax and other matters, (iv) retain
the accounts receivable from one customer (which totaled $2,782 as of December
30, 1995) and related $1,400 reserve, and (v) retain the $99 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:
7
<PAGE> 8
<TABLE>
<S> <C>
Purchase price ................................................ $ 192,895
Nonfinancing portion of fees and expenses ..................... 2,780
---------
Total purchase price .......................................... 195,675
Less fair value of net assets acquired ........................ (150,547)
---------
Excess of purchase price over fair value of net assets acquired $ 45,128
=========
</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 ......... (20,282)
Other liabilities ........... (26,286)
---------
Net assets acquired ......... $ 150,547
=========
</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 $45,128 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 an affiliate of 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.
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.
Basis of Consolidation - The consolidated financial statements include the
accounts of the Company and its operating company and wholly-owned subsidiary,
Clark-Schwebel, Inc. All material intercompany amounts and transactions have
been eliminated.
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 January 3, 1998 is referrred
to herein as 1997. The fiscal year ended December 28, 1996 is referred to herein
as 1996. The 1996 fiscal year consisted of 52 weeks, while the 1997 fiscal year
will consist of 53 weeks.
8
<PAGE> 9
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
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. (headquartered 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.
9
<PAGE> 10
4. LONG-TERM DEBT
Long-term debt consisted of the following:
<TABLE>
<CAPTION>
December 28, March 29,
1996 1997
--------- ---------
<S> <C> <C>
Senior Notes, payable in 2006, interest at 10.5% .................. $ 110,000 $ 110,000
Term Loan payable in quarterly installments of $366
beginning December 31, 1997, $416 beginning March 31, 1998,
$624 beginning September 30, 1999, and $833 beginning
September 30, 2001 through maturity in 2002, interest at
variable rates ................................................ 13,440 11,190
Revolving Credit Agreement, due 2002, interest at variable
rates ......................................................... 0 0
Capitalized lease obligation payable in equal monthly
installments of $7, through August 1997 ....................... 51 29
--------- ---------
Total ............................................................. 123,491 121,219
Less current maturities ........................................... (51) (396)
--------- ---------
Long-term debt .................................................... $ 123,440 $ 120,823
========= =========
</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,
except in the event of a public equity offering of the Company, at which time a
portion of the senior notes would be redeemable. The debt under the credit
facility bears interest which varies with LIBOR plus a margin which varies with
the Company's leverage ratio. On March 29, 1997 the interest rate was 6.97% per
annum. Interest is typically payable monthly. The Company pays a quarterly
commitment fee equal to 0.375% on the unused portion of the revolving credit
facility which was $55,000 at March 29, 1997.
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 March 29, 1997, the Company was in
compliance with such covenants.
The aggregate five-year maturities of long-term debt subsequent to
March 29, 1997 follow: 1997 - $396; 1998 - $1,665; 1999 - $2,081; 2000 - $2,498;
2001 - $2,914.
5. INVENTORIES
Inventories consisted of the following:
<TABLE>
<CAPTION>
December 28, March 29,
1996 1997
-------- --------
<S> <C> <C>
Finished goods ......................................... $ 9,264 $ 10,485
Raw material and supplies .............................. 9,254 9,084
In process ............................................. 15,215 15,555
-------- --------
Total at standard cost (which approximates average cost) 33,733 35,124
Less LIFO reserve ...................................... (1,100) (1,263)
-------- --------
Inventories, net ....................................... $ 32,633 $ 33,861
======== ========
</TABLE>
10
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ITEM 2. 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. It compares the results
of operations of Clark-Schwebel Holdings, Inc., the successor company
("Company"), for the three months ended March 29, 1997 to the three months ended
March 30, 1996 of Fort Mill A, Inc., the predecessor company ("Predecessor
Company"). 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
First quarter 1997 results reflected improvement in both sales and
operating income when compared to the same period in 1996. Continuing a trend
that began in the fourth quarter of 1996, demand for fiber glass fabric was
strong and sales of fiber glass fabric were slightly better than a year ago.
Sales of high performance fabrics, on the other hand, were off slightly from
last year. Operating income increased as a result of the overall higher volume,
favorable sales mix and lower variable costs achieved through improved operating
efficiencies.
11
<PAGE> 12
Results of Operations
First quarter 1997 compared to first quarter 1996
Net Sales
Net sales for the first quarter of 1997 increased $2.1 million, or
3.4%, to $62.2 million from $60.2 million. While overall fiber glass sales were
up by $3.2 million, or 5.3%, the increase was partially offset by a $1.1
million, or 9.6%, decline in high performance sales. Sales of electronic fiber
glass increased by a modest 3.7% while sales of composite material fiber glass
increased by 16.6% when compared to 1996. Higher demand from the aerospace
industry accounted for most of the increased sales of composite material fiber
glass. Although down from the same period a year ago, high performance sales in
the first quarter of 1997 improved from more recent quarters as a result of
higher sales to the aerospace and military markets.
Gross Profit
Gross profit for the first quarter of 1997 increased $1.3 million, or
10.4%, to $13.6 million. Gross profit as a percentage of sales improved to 21.9%
in 1997 from 20.5% in 1996. The improvement in gross profit resulted primarily
from higher sales in 1997 compared to 1996, a shift in sales mix weighted more
towards higher margin fiber glass fabrics, and the favorable impact of improved
manufacturing efficiencies.
SG&A
Selling, general, and administrative expenses were flat at $3.9 million
for both the first quarter of 1997 and 1996. As a percentage of sales, SG&A
expenses decreased slightly to 6.3% in 1997 from 6.4% in 1996.
12
<PAGE> 13
Operating Income
Operating income increased $1.3 million to $9.7 million in the first
quarter of 1997 from $8.4 million in the same period a year ago. As a percentage
of sales, operating income was 15.6%, up from 14.0% in 1996. The increases in
sales and gross profit led to the increase in operating income.
Interest Expense
Interest expense is not comparable to the prior period because of the
financing related to the acquisition of the Company from Springs. Interest
expense incurred by the Company for the first quarter of 1997 was $3.3 million,
attributable primarily to interest expense related to the Company's Senior
Notes.
Income From Equity Investees, Net
Income from equity investees, net, decreased by $0.3 million to $0.6
million from $0.9 million in the first quarter of 1996. A decrease in the
operating results reported by CS-Interglas primarily caused the decrease in
equity income. Softening demand relative to a year ago in Europe for electronic
fiber glass fabric led to the decrease in operating results reported by
CS-Interglas. Results reported by Asahi-Schwebel were slightly higher and
results for CS Tech Fab were comparable to last year's results.
The equity investment balance as of March 29, 1997 decreased by $3.5 million
from the December 28, 1996 balance sheet. The decline resulted primarily from a
strengthening U.S. dollar relative to the German mark (the functional currency
for CS-Interglas) and the
13
<PAGE> 14
Japanese yen (the functional currency for Asahi-Schwebel). The change in the
equity investment balance had no impact on results of operations or on cash
flows in the first quarter of 1997.
Net Income
Higher interest expense ($3.2 million) more than offset the increase in
operating income leading to a $1.9 million decline in income before income
taxes. The provision for income taxes decreased by $0.7 million as a result of
the lower income before tax. After considering the $0.3 million decrease in
income from equity investees, the overall net effect was a $1.5 million decrease
in first quarter net income when compared to the same period last year.
Liquidity and Capital Resources
On April 17, 1996, the Company was purchased from Springs for
approximately $192.9 million, funded by a combination of equity and debt. Equity
of $45.0 million was provided by Vestar/CS Holding and management investors in
exchange for all of the capital stock of the Company. Debt of $160.0 million was
used to finance the acquisition. This debt consisted of the following: $110.0
million of Senior Notes, $15.0 million of loans under a Term Loan under the
Credit Agreement, and $35.0 million of loans under a Revolving Credit Facility
under the Credit Agreement. The required amortization payments remaining under
the Term Loan are $0.4 million in 1997, $1.6 million in 1998, $2.1 million in
1999, $2.5 million in 2000, $2.9 in million in 2001 and $1.6 million in 2002. As
required by the Credit Agreement, the Company prepaid $2.3
14
<PAGE> 15
million of the Term Loan in the first quarter of 1997. The Company may prepay
any remaining portion of the Term Loan at any time without penalty. The
Revolving Credit Facility matures in April 2002. Substantially all of the assets
of Clark-Schwebel Inc., the operating company, are subject to liens in favor of
the Credit Agreement lenders. 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. Depending on market conditions and
the Company's financial position, the Company may from time to time make open
market purchases of Senior Notes. Any such purchases would require the prior
consent of the lenders under the Credit Agreement.
Cash provided by operating activities in the first quarter of 1997 was $9.0
million, compared with $7.7 million provided in the same period a year ago. The
Company spent $1.7 million on capital additions during the quarter. The Company
anticipates capital expenditures will approximate $10.0 million for fiscal 1997.
As of March 29,1997 the Company had cash and cash equivalents of approximately
$9.1 million. In addition, the Company had $55.0 million of undrawn availability
under the Revolving Credit Facility. The Company ended the quarter with debt,
net of cash, of $112.1 million, consisting of $110.0 million in Senior Notes,
$11.2 million under the Term Loan, and $9.1 million in cash and cash
equivalents.
15
<PAGE> 16
To meet its liquidity needs, the Company has relied and expects to continue to
rely on internally generated funds and, to the extent necessary, on undrawn
commitments available under the Revolving Credit Facility. The Company believes
that cash generated from operations and borrowing resources will be sufficient
to fund the Company's cash needs for the foreseeable future.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
16
<PAGE> 17
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Exhibit 10.1.1 - First Amendment to Credit Agreement
Exhibit 27 - Financial Data Schedule
(electronic filing only)
(b) Reports on Form 8-K.
No report was filed during the quarter ended March 29, 1997 on
Form 8-K.
17
<PAGE> 18
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 May 9, 1997 /s/ William D. Bennison
---------------------- -------------------------------------------
Name: William D. Bennison
Title: President
Date May 9, 1997 /s/ Donald R. Burnette
---------------------- -------------------------------------------
Name: Donald R. Burnette
Title: Vice President and Chief
Financial Officer
18
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EXHIBIT INDEX
Exhibit 10.1.1 First Amendment to Credit Agreement
Exhibit 27 Financial Data Schedule
(electronic filing only)
(See next page - This page is intentionally left blank)
<PAGE> 1
EXHIBIT 10.1.1
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT, dated as of March 27, 1997 (this "Amendment"), to the
CREDIT AGREEMENT, dated as of April 17, 1996 (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Clark-Schwebel, Inc., a Delaware corporation (the "Borrower"),
Clark-Schwebel Holdings, Inc., a Delaware corporation (the "Parent"), each of
the lenders identified on the signature pages thereof and their successors and
assigns (the "Lenders"), The Chase Manhattan Bank (as successor to Chemical
Bank), as Administrative Agent, Collateral Agent, Documentation Agent and
Syndication Agent, The Chase Manhattan Bank Delaware, as Issuing Bank and
Bankers Trust Company, Fleet National Bank, and NationsBank, N.A. as Co-Agents.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement on the
terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereto agree as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms. Unless otherwise defined herein, terms defined in
the Credit Agreement shall be used herein as defined therein.
SECTION 2. AMENDMENT OF CREDIT AGREEMENT
2.1 Amendment of Section 2.12(d) of the Credit Agreement. Section
2.12(d) of the Credit Agreement is amended by deleting the period (".") at the
end thereof and replacing it with the following:
"provided that for the fiscal year ending December 28, 1996, the
Borrower may prepay outstanding Term Loans at any time prior to the
date on which the financial statements with respect to such fiscal year
are delivered pursuant to Section 5.04, and for the purpose of
calculating the Leverage Ratio for this Section 2.12(d) only, such
prepayment will be deemed to have been made prior to the end of such
fiscal year."
SECTION 3. MISCELLANEOUS
3.1 Limited Effect. Except as expressly amended hereby, the Credit
Agreement is, and shall remain, in full force and effect in accordance with its
terms.
3.2 Effectiveness. This Amendment shall become effective as of the date
hereof upon receipt by the Administrative Agent of a counterpart hereof duly
executed by the Borrower, the Parent and the Required Lenders.
3.3 Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
3.4 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
<PAGE> 2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
CLARK-SCHWEBEL, INC.
By: /s/ Donald R. Burnette
---------------------------------------
Name: Donald R. Burnette
Title: Chief Financial Officer & Treasurer
CLARK-SCHWEBEL HOLDINGS, INC.
By: /s/ Donald R. Burnette
---------------------------------------
Name: Donald R. Burnette
Title: Chief Financial Officer & Treasurer
THE CHASE MANHATTAN BANK, individually and
as Administrative Agent, Collateral Agent,
Documentation Agent and Syndication Agent
By: /s/ Peter Eckstein
---------------------------------------
Name: Peter Eckstein
Title: Vice President
BANKERS TRUST COMPANY, individually and
as Co-agent
By: /s/ Patricia Hogan
---------------------------------------
Name: Patricia Hogan
Title: Vice President
FLEET NATIONAL BANK, individually and
as Co-Agent
By: /s/ Linda E.C. Alto
---------------------------------------
Name: Linda E.C. Alto
Title: Vice President
NATIONSBANK, N.A., individually and
as Co-Agent
By: /s/ Richard G. Parkhurst, Jr.
---------------------------------------
Name: Richard G. Parkhurst, Jr.
Title: Vice President
<PAGE> 3
BHF-BANK AKTIENGESELLSCHAFT, as a Lender
By: /s/ Thomas J. Leissl
---------------------------------------
Name: Thomas J. Leissl
Title: Vice President
By: /s/ Christopher Lally
---------------------------------------
Name: Christopher Lally
Title: Assistant Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS<F1>
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-START> DEC-29-1996
<PERIOD-END> MAR-29-1997
<CASH> 9,073
<SECURITIES> 0
<RECEIVABLES> 30,398
<ALLOWANCES> 0
<INVENTORY> 33,861
<CURRENT-ASSETS> 74,010
<PP&E> 69,568
<DEPRECIATION> 8,038
<TOTAL-ASSETS> 246,137
<CURRENT-LIABILITIES> 44,121
<BONDS> 120,823
0
35,000
<COMMON> 9,178
<OTHER-SE> 6,195
<TOTAL-LIABILITY-AND-EQUITY> 246,137
<SALES> 62,238
<TOTAL-REVENUES> 62,238
<CGS> 48,634
<TOTAL-COSTS> 48,634
<OTHER-EXPENSES> 3,902
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,280
<INCOME-PRETAX> 6,422
<INCOME-TAX> 2,651
<INCOME-CONTINUING> 4,409
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,409
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 29, 1997 REPRESENT
THE RESULTS OF CLARK-SCHWEBEL HOLDINGS, INC. ("COMPANY") FOR THE PERIOD OF
DECEMBER 29, 1996 THROUGH MARCH 29, 1997 (SUCCESSOR 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 THREE MONTHS ENDED MARCH 29, 1997 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>
