<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
X Quarterly Report Pursuant to Section 13 or 15(d)
---
of the Securities Exchange Act of 1934
For the quarter ended April 26, 1997
___ Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from ____ to ____
Commission File Number 333-24699
COLLINS & AIKMAN FLOORCOVERINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 58-2151061
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
311 Smith Industrial Boulevard, Dalton, Georgia 30721
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (706) 259-9711
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 .
---
The Registrant has 1,000 shares of Common Stock, par value $.01 per share,
issued and outstanding.
<PAGE>
COLLINS & AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARY
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C> <C>
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Operations - Three months
ended April 26, 1997 and April 27, 1996 3
Condensed Consolidated Balance Sheets- As of April 26, 1997 and
January 25, 1997 4
Condensed Consolidated Statements of Cash Flows - Three months
ended April 26, 1997 and April 27, 1996 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 11
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
COLLINS & AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARY (COMPANY)
COLLINS & AIKMAN FLOOR COVERINGS, INC. AND SUBSIDIARY (PREDECESSOR)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
FOR THE THREE MONTHS ENDED APRIL 26, 1997
AND APRIL 27, 1996
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------
(Company) (Predecessor)
April 26, April 27,
1997 1996
--------------------------
<S> <C> <C>
Net sales $ 32,634 $26,867
--------------------------
Cost of goods sold 21,860 16,232
Selling, general and administrative
expenses 9,742 6,304
Corporate, general and administrative
allocated costs 224 424
--------------------------
31,826 22,960
--------------------------
Operating income 808 3,907
Loss on sale of receivables - 710
Net interest expense 3,551 930
--------------------------
(Loss) income before income taxes (2,743) 2,267
Income tax benefit (expense) 1,125 (868)
--------------------------
Net (loss) income $(1,618) $ 1,399
==========================
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
COLLINS & AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARY (COMPANY)
COLLINS & AIKMAN FLOOR COVERINGS, INC. AND SUBSIDIARY (PREDECESSOR)
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF APRIL 26, 1997 AND JANUARY 25, 1997
(In Thousands)
<TABLE>
<CAPTION>
(unaudited)
(Company) (Predecessor)
April 26, January 25,
1997 1997
---------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 1,003 $ 144
Accounts receivable, net 20,668 1,577
Inventories 18,378 16,172
Deferred tax assets 2,676 1,433
Prepaid expenses and other 629 488
---------------------------
Total current assets 43,354 19,814
Property, plant and equipment, net 33,035 19,521
Goodwill and intangible assets 136,738 -
Deferred tax assets 723 259
Other assets 9,048 20
---------------------------
$222,898 $ 39,614
===========================
LIABILITIES AND STOCKHOLDER'S EQUITY
(DEFICIT)
Current liabilities:
Accounts payable $ 6,849 $ 8,659
Accrued expenses 8,356 4,670
Current maturities of long-term debt 4,250 -
---------------------------
Total current liabilities 19,455 13,329
Long-term debt 150,750 -
Allocated debt of Collins & Aikman
Products Co. - 25,400
Other, including post-retirement
benefit obligation 3,296 4,665
Commitments and contingencies
Stockholder's Equity (Deficit):
Common stock ($.01 par value per share,
1,000 shares authorized, issued and
outstanding) - -
Additional paid-in-capital 51,000 7,821
Retained earnings (deficit) (1,618) 18,940
Investment and advances to C&A
Products Co. - (30,386)
Foreign currency translation adjustment 15 222
Pension equity adjustment - (377)
---------------------------
49,397 (3,780)
---------------------------
$222,898 $ 39,614
===========================
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
4
<PAGE>
COLLINS & AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARY (COMPANY)
COLLINS & AIKMAN FLOOR COVERINGS, INC. AND SUBSIDIARY (PREDECESSOR)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE THREE MONTHS ENDED APRIL 26, 1997
AND APRIL 27, 1996
(In Thousands)
<TABLE>
<CAPTION>
(Company) (Predecessor)
April 26, April 27,
1997 1996
--------------------------
<S> <C> <C>
Cash Provided By (Used in):
Operations
Net income for the period $ (1,618) $ 1,399
Items not affecting cash:
Depreciation of capital assets 999 530
Amortization of goodwill and intangible assets 1,445 -
Amortization of deferred financing fees 293 -
Intercompany interest charges - 930
Deferred income tax (benefit) expense (1,125) 87
Changes in operating assets and liabilities:
Accounts receivable (2,153) 785
Inventory (10) (5,725)
Accounts payable 61 300
Accrued liabilities 4,522 (943)
Other (448) (555)
--------------------------
1,966 (3,192)
--------------------------
Investing
Acquisition of C & A Floorcoverings (197,812) -
Purchase of capital assets (253) (1,896)
--------------------------
(198,065) (1,896)
--------------------------
Financing
Proceeds from bank financing 57,000 -
Issuance of senior notes 100,000 -
Repayment of bank financing (2,000) -
Capital contribution from CAF Holdings, Inc. 51,000 -
Financing costs (9,042) -
Changes in investments and advances from Products Co. - 5,085
--------------------------
196,958 5,085
--------------------------
Increase (Decrease) in Cash During the Period 859 (3)
Cash - Beginning of Period 144 133
--------------------------
Cash - End of Period $ 1,003 $ 130
==========================
Non-Cash supplemental disclosure:
Acquisition of business assets by assuming liabilities $ 14,131
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE>
COLLINS & AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization
Collins & Aikman Floorcoverings, Inc. (a Delaware Corporation), together
with its wholly owned subsidiary, Collins & Aikman United Kingdom Limited
(collectively referred to as the "Company"), is a leading manufacturer of
floorcoverings for the specified commercial sector of the floorcoverings market.
Prior to February 6, 1997, the Company was a wholly owned subsidiary of
Collins & Aikman Floor Coverings Group, Inc. ("C&A Group"). C&A Group was a
wholly owned subsidiary of Collins & Aikman Products Co. ("C&A Products"), which
is a wholly owned subsidiary of Collins & Aikman Corporation ("C&A
Corporation"). On February 6, 1997 (January 26, 1997 for accounting purposes),
pursuant to an agreement dated December 9, 1996 entered into by C&A Products,
C&A Group, the Company, CAF Holdings, Inc. ("Holdings"), and CAF Acquisition
Corporation ("CAF"), a wholly owned subsidiary of Holdings, CAF acquired from
C&A Group all the outstanding capital stock of the Company (the "Acquisition")
for approximately $197.0 million which was reduced to $195.6 million after a
$1.4 million working capital adjustment, plus transaction costs. Simultaneous
with the consummation of the Acquisition, CAF was merged with and into the
Company (see Note 3) and the Company changed its name from Collins & Aikman
Floor Coverings, Inc. to Collins & Aikman Floorcoverings, Inc.
The purchase method of accounting was used to record assets acquired and
liabilities assumed by the Company. Such accounting generally results in
increased amortization and depreciation reported in future periods. In
addition, the 1996 results include accruals and costs allocated by C&A Products.
Accordingly, the accompanying condensed consolidated financial statements of the
Company and Collins & Aikman Floor Coverings, Inc. and subsidiary (collectively
referred to as the "Predecessor") are not comparable in all material respects.
2. Basis of Presentation
At January 27, 1996, Collins & Aikman Floor Coverings, Inc. and Collins &
Aikman United Kingdom Limited ("C&A UK") were separate indirect subsidiaries of
C&A Products. In preparation for the sale of the Company, on August 3, 1996,
C&A Products contributed its ownership in C&A UK to Collins & Aikman Floor
Coverings, Inc., making C&A UK a wholly owned subsidiary. Accordingly, the
results of Collins & Aikman Floor Coverings, Inc. and subsidiary have been
consolidated and treated as a single reporting entity for all periods presented.
Prior to the Acquisition, transfers of operating funds between C&A Products
and the Company were on a noninterest-bearing basis, with the net amounts of
these transfers reflected in investments and advances from (to) C&A Products in
the accompanying condensed consolidated financial statements. The net balance
in investments and advances to C&A Products at January 25, 1997 of $30.4 million
is classified as a component of stockholder's deficit in the accompanying
condensed consolidated balance sheet as the net balance was forgiven at the time
of the Acquisition.
As indicated above, the accompanying condensed consolidated financial
statements present the financial position, results of operations, and cash flows
of the Company as if it were a separate entity for all periods presented. These
condensed consolidated financial statements have been prepared in accordance
with the instructions to Form 10-Q and do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, the accompanying condensed
consolidated financial statements reflect all adjustments (consisting of only
normal recurring adjustments) necessary for a fair presentation of financial
position and results of operations. These condensed consolidated financial
statements should be read in conjunction with the January 25, 1997 consolidated
financial statements of the Company presented in the Registration
6
<PAGE>
Statement on Form S-4 filed with the Securities and Exchange Commission. Results
of operations for interim periods are not necessarily indicative of results for
the full year.
3. Acquisition
Financing for the Acquisition was provided by (i) borrowings of $57.0
million under an $85.0 million senior secured credit facility among the Company,
Holdings, certain lenders, and Bankers Trust Company, as agent, (ii) proceeds
from an offering by CAF of $100.0 million aggregate principal amount of 10%
Senior Subordinated Notes due in 2007, and (iii) capital investments of $51.0
million by affiliates of Quad-C, Inc., Paribas Principle Partners, management of
the Company and certain other investors in Holdings.
The Acquisition was accounted for by the purchase method of accounting,
pursuant to which the purchase price, which includes $27.0 million in
consideration for a trade name license agreement, was allocated among the
acquired assets and liabilities in accordance with estimates of fair market
value on the date of acquisition. The excess of the purchase price over the
estimated fair value of net assets acquired amounted to approximately $72.2
million, which is being accounted for as goodwill and is being amortized over 40
years using the straight line method. This allocation was based on preliminary
estimates and may be revised at a later date.
The following summary presents unaudited pro forma results of operations as
if the Acquisition occurred as of January 28, 1996 (in thousands):
<TABLE>
<CAPTION>
For the Three Months
Ended
April 27, 1996
----------------------
<S> <C>
Net Sales $26,867
Operating loss (453)
Net loss (2,716)
</TABLE>
These pro forma results do not purport to represent what the Company's
results of operations would have been if the Acquisition had occurred as of such
date nor what results will be for any future period.
4. Inventories
Net inventory balances are summarized below (in thousands):
<TABLE>
<CAPTION>
(Company) (Predecessor)
April 26, January 25,
1997 1997
--------------------------
<S> <C> <C>
Raw materials $ 8,962 $ 7,376
Work in process 3,399 2,843
Finished goods 6,017 5,953
--------------------------
$18,378 $16,172
==========================
</TABLE>
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
GENERAL
- -------
The Company is the leading U.S. manufacturer of six-foot roll carpet and
the third largest manufacturer of modular carpet tiles within the specified
commercial carpet market. This niche market is highly competitive and is
impacted by fluctuations in the commercial renovation market and, to a lesser
degree, the commercial new construction market. The Company believes its sales
to a number of diverse end markets softens the impact of economic downturns in a
particular market.
Prior to February 6, 1997, the Company was a wholly owned subsidiary of
Collins & Aikman Floor Coverings Group, Inc. ("C&A Group"), a wholly owned
subsidiary of Collins & Aikman Products Co. ("C&A Products"), a wholly owned
subsidiary of Collins & Aikman Corporation. On February 6, 1997, CAF
Acquisition Corporation ("CAF") purchased all of the issued and outstanding
capital stock of Collins & Aikman Floor Coverings, Inc. from C&A Group for
$197.0 million (including $27.0 million in consideration of the Tradename
License Agreement) which was reduced to $195.6 million after a $1.4 million
working capital adjustment (the "Acquisition"). Immediately subsequent to the
Acquisition, CAF was merged with Collins & Aikman Floor Coverings, Inc. with the
Company as the successor company. Financing for the Acquisition was provided by
(i) $57.0 million of borrowings under an $85.0 million senior secured credit
facility, (ii) $100.0 million of proceeds from an offering by CAF of its 10%
Senior Subordinated Notes due in 2007, and (iii) $51.0 million in contributed
capital. In connection with the Acquisition, the Company will be making an
election under Section 338(h)(10) of the Internal Revenue Code which provides
for the Acquisition to be treated as a purchase of assets for federal income tax
purposes. As a result of this election, the Company's tax basis in its assets
was increased to the respective fair market values of such assets. The newly
allocated basis is amortizable for tax purposes over the respective useful lives
of the assets. The balance of the purchase price was allocated to goodwill and
other intangibles which is amortizable for tax purposes over fifteen years.
The purchase method of accounting was used to record assets acquired and
liabilities assumed by the Company. Such accounting generally results in
increased amortization and depreciation reported in periods subsequent to the
Acquisition. In addition, the 1996 results include accruals and costs allocated
by C&A Products. Accordingly, results of the Company and Collins & Aikman Floor
Coverings, Inc. and subsidiary (collectively referred to as the "Predecessor")
are not comparable in all material respects.
RESULTS OF OPERATIONS
- ---------------------
Quarter Ended April 26, 1997 (First Quarter 1997) As Compared With Quarter Ended
- --------------------------------------------------------------------------------
April 27, 1996 ( First Quarter 1996)
- ------------------------------------
Net sales. Net sales for the first quarter 1997 were $32.6 million, an
increase of 21.5% from the $26.9 million for the first quarter 1996. This sales
increase was attributable to continued strength in all end use markets served,
particularly in the corporate office space segment. Both volume and average
selling prices increased.
Gross profit. The Company's gross profit increased to $10.8 million for
the first quarter 1997 from $10.6 million in the first quarter 1996, an increase
of 1.3%. Gross margin decreased to 33.0% in the first quarter 1997 from 39.6%
in the first quarter 1996. While sales volume and average selling prices
increased and manufacturing efficiencies improved due to higher volume, the
effect of a $2.6 million inventory write-up more than offset this impact. This
inventory charge is a result of writing-up inventory to fair market value, under
purchase accounting rules, as of February 6, 1997, the date of Acquisition, and
expensing the write-up amount during the first quarter 1997 as the inventory
completely turned. Excluding the $2.6 million inventory effect, gross profit
for first quarter 1997 increased to $13.4 million compared to
8
<PAGE>
$10.6 million for first quarter 1996, an increase of 25.6% and gross margin
increased to 40.9% for first quarter 1997 compared to 39.6% for first quarter
1996.
Selling, general and administrative expenses. Selling, general and
administrative expenses, including goodwill and intangible assets amortization
and depreciation of the write-up of fixed assets to fair value relating to the
Acquisition of $1.8 million, for the first quarter 1997 increased to $9.7
million, an increase of 54.5% from the first quarter 1996 of $6.3 million. As a
percentage of sales, these expenses increased to 29.9% from 23.4%. This
increase is primarily due to increased costs related to (i) continued investment
in the company's segmentation marketing strategy, (ii) higher sales commissions
related to the higher sales volume, (iii) increased marketing expenses to
capitalize on the finishing capacity expansion project recently completed, and
(iv) increased depreciation and amortization due to the Acquisition previously
mentioned.
Corporate, general and administrative allocated costs. Corporate general
and administrative allocated costs include costs associated with services
provided by C&A Products, the former parent of the Company. 1997 costs also
include a consulting fee from Quad-C, Inc. which is incurred subsequent to the
Acquisition. Services provided by C&A Products included tax, treasury, risk
management, employee benefits administration, legal, data processing,
application of cash receipts and general corporate services. The Company has
utilized its option to continue these services under a Management Services
Agreement with C&A Products for up to one year. Allocated costs in the first
quarter 1997 decreased to $0.2 million from $0.4 million in the first quarter
1996. As a percentage of sales, the allocated costs decreased to 0.7% from
1.6%.
Loss on sale of receivables. Effective July 13, 1994, the former parent of
the Company, C&A Products, entered into a Receivables Sale Agreement with
Carcorp, a wholly-owned bankruptcy-remote subsidiary of C&A Products. Under the
terms of the Receivables Sale Agreement, Carcorp purchased on a revolving basis,
without recourse, virtually all trade accounts receivable generated by C&A
Products and its subsidiaries, including the Company. The accounts receivable
were purchased by Carcorp at the face amount of the accounts receivable less a
defined discount. As of February 6, 1997 (the date of the Acquisition), the
Company was terminated as a Seller under the Receivables Sale Agreement and, as
a result, no longer incurs losses on the sale of its accounts receivable
related thereto.
Interest expense. Prior to the Acquisition, the Company was a guarantor of
certain debt of C&A Products. Therefore, in 1996, interest expense was
allocated to the Company based upon the ratio of the Company's net assets to the
consolidated invested capital of C&A Products. As of February 6, 1997, the
Company was released from all guarantees. Interest expense for the first
quarter 1997 increased to $3.6 million from $0.9 million for the first quarter
1996. This increase is a result of the acquisition financing incurred at
February 6, 1997 as previously discussed.
Net (loss) income. As a result of the purchase accounting charges
previously discussed and interest expense related to the Acquisition, the
Company reported a net loss of $1.6 million in the first quarter 1997 compared
to net income of $1.4 million for fiscal quarter 1996.
EBITDA. EBITDA is defined as operating income plus depreciation,
amortization, the effect of the write-up of inventory to fair market value and
the loss on sale of receivables. EBITDA of $5.8 million in the first quarter
1997 was $1.4 million or 31.6% higher than the first quarter 1996 of $4.4
million. As a percentage of sales, EBITDA increased to 17.9% in the first
quarter 1997 from 16.5% in the first quarter 1996. The increase in EBITDA and
EBITDA margin was the combined result of the factors described above. EBITDA is
provided as certain investors commonly use it as a measure of a Company's
ability to service its indebtedness. EBITDA is not a measure of financial
performance under generally accepted accounting principles and should not be
considered an alternative to net income as a measure of performance or to cash
flow as a measure of liquidity.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's primary cash needs have historically been for operating
expenses, working capital and capital expenditures. The Company has financed
its cash requirements primarily through internally-generated cash flows and,
prior to the Acquisition, inter-company advances from C&A Products, the
Company's former parent.
Net cash provided by operating activities in the first quarter 1997 was
$2.0 million as compared with net cash used of $3.2 million in the first quarter
1996, primarily as a result of the $8.1 million improvement in working capital
components.
Capital expenditures totaled $0.3 million during the first quarter 1997
compared to $1.9 million during the first quarter 1996. The $1.6 million
decrease in 1997 is due to the heavy capacity expansion costs incurred during
1996. Capital expenditures are focused on cost reduction/maintenance measures,
efficiency improvements and capacity enhancements. The Company expects to spend
approximately $5.0 million during the fiscal year 1997.
The Company incurred significant indebtedness in connection with the
Acquisition. At February 6, 1997, the Company incurred $157.0 million of
indebtedness outstanding, consisting of $100.0 million of Senior Subordinated
Notes, $55.0 million in term loan borrowings and $2.0 million in revolving
credit borrowings under the Credit Agreement, with no other debt or capital
lease obligations. Immediately after the Acquisition, the Company had
approximately $26.5 million (net of $2.0 million in revolver borrowings and $1.5
million in letter of credits outstanding) in availability under the revolving
credit portion of the Credit Agreement and $2.1 million of cash. The term loan
portion of the Credit Agreement will mature on June 30, 2002 and will require
annual principal payments (payable in quarterly installments) totaling $3.0
million in 1997, $5.0 million in 1998, $9.0 million in 1999, $15.0 million in
each of 2000 and 2001, and $8.0 million in 2002. The revolving credit portion
of the Credit Agreement will mature on June 30, 2002 and may be repaid and
reborrowed from time to time. No principal payments are required on the Senior
Subordinated Notes prior to their scheduled maturity in 2007. As of April 26,
1997, there was $28.5 million available under the revolver.
The Company's ability to make scheduled payments of principal of, or to pay
interest on, or to refinance its indebtedness (including the Senior Subordinated
Notes), depends on its future performance, which, to a certain extent, is
subject to general economic, financial, competitive, legislative, regulatory and
other factors beyond its control. Based upon the current level of operations
and anticipated growth, management of the Company believes that cash flow from
operations, together with available borrowings under the Credit Agreement, will
be adequate to meet the Company's anticipated future requirements for capital
expenditures and debt service.
IMPACT OF INFLATION
- -------------------
The impact of inflation on the Company's operations has not been
significant in recent years. In the past the Company has received inflationary
price increases in its primary raw material, nylon fiber. This increase has
generally been passed on to the Company's customers.
SEASONALITY
- -----------
The Company experiences seasonal fluctuations, with generally lower sales
and gross profit in the first quarter of the fiscal year and higher sales and
gross profit in the second and third quarters of the fiscal year. This is
primarily due to higher education segment sales during the summer months while
schools generally are closed and floorcovering can be installed.
10
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 - Indenture, dated as of February 6, 1997, by and among CAF Acquisition
Corporation and IBJ Schroder Bank & Trust Company, incorporated by
reference to Exhibit 4.1 of the Registration Statement on Form S-4
filed with the Securities and Exchange Commission on June 4, 1997
under the Securities Act of 1933, as amended (SEC file number 333-
24699) (the "Registration Statement").
4.2 - First Supplemental Indenture, dated as of February 6, 1997, by and
among the Registrant and IBJ Schroder Bank & Trust Company,
incorporated by reference to Exhibit 4.2 of the Registration
Statement.
4.3 - Form of Series B 10% Senior Subordinated Note, incorporated by
reference to Exhibit 4.3 of the Registration Statement.
4.4 - Registration Rights Agreement, dated as of February 6, 1997, by and
between CAF Acquisition Corporation and BT Securities Corporation,
incorporated by reference to Exhibit 4.4 of the Registration
Statement.
10.1 - Credit Agreement among CAF Holdings, Inc., CAF Acquisition
Corporation, various lending institutions and Bankers Trust Company,
as Agent, dated as of February 6, 1997, incorporated by reference to
Exhibit 10.1 of the Registration Statement.
10.2 - Tradename License Agreement, dated as of February 6, 1997, by and
between Collins & Aikman Floor Coverings Group, Inc., CAF Holdings,
Inc. and the Registrant, incorporated by reference to Exhibit 10.2 of
the Registration Statement.
10.3 - Consulting Services Agreement dated as of February 6, 1997 among CAF
Holdings, Inc., the Registrant and Quad-C, Inc., incorporated by
reference to Exhibit 10.3 of the Registration Statement.
10.4 - 1997 Stock Option Plan and Form of Grant Letter, incorporated by
reference to Exhibit 10.4 of the Registration Statement.
10.5 - Non-Competition Agreement among CAF Holdings, Inc., the Registrant,
Collins & Aikman Corporation and Collins & Aikman Products Co., dated
as of February 6, 1997, incorporated by reference to Exhibit 10.5 of
the Registration Statement.
10.6 - Tax Sharing Agreement, dated as of February 6, 1997, between CAF
Holdings, Inc. and the Registrant, incorporated by reference to
Exhibit 10.6 of the Registration Statement.
27.1 - Financial Data Schedule
</TABLE>
11
<PAGE>
(b) Reports on Form 8-K
During the quarter for which this Report on Form 10-Q is filed, the
Company did not file any Reports on Form 8-K.
12
<PAGE>
SIGNATURE
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.
Dated: June 17, 1997
COLLINS & AIKMAN FLOORCOVERINGS, INC.
(Registrant)
By: /s/ Darrel V. McCay
--------------------------
Darrel V. McCay
Chief Financial Officer
(Duly authorized Officer and Principal
Financial and Accounting Officer)
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE PERIOD ENDED APRIL 26, 1997. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-25-1997
<PERIOD-START> JAN-26-1997
<PERIOD-END> APR-26-1997
<CASH> 1,003
<SECURITIES> 0
<RECEIVABLES> 20,968
<ALLOWANCES> 300
<INVENTORY> 18,378
<CURRENT-ASSETS> 43,354
<PP&E> 34,034
<DEPRECIATION> 999
<TOTAL-ASSETS> 222,898
<CURRENT-LIABILITIES> 19,455
<BONDS> 150,750
0
0
<COMMON> 0
<OTHER-SE> 49,397
<TOTAL-LIABILITY-AND-EQUITY> 222,898
<SALES> 32,634
<TOTAL-REVENUES> 33,838<F1>
<CGS> 21,860
<TOTAL-COSTS> 9,966
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,551
<INCOME-PRETAX> (2,743)
<INCOME-TAX> 1,125
<INCOME-CONTINUING> (1,618)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,618)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> REVENUES ARE REPORTED NET OF CREDITS IN THE STATEMENT OF FINANCIAL
POSITION.
</FN>
</TABLE>
