COLLINS & AIKMAN FLOOR COVERINGS INC
10-Q, 2000-06-09
CARPETS & RUGS
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<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 29, 2000

             ___ Transition Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934



                       Commission File Number 333-24699



                     COLLINS & AIKMAN FLOORCOVERINGS, INC.
            (Exact name of registrant as specified in its chapter)


<TABLE>
<S>                                                                     <C>
                      Delaware                                                                 58-2151061
(State or other jurisdiction of incorporation or organization)          (IRS Employer Identification No.)
</TABLE>


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  X     No  .
                                        ---      ---

The Registrant has 1,000 shares of Common Stock, par value $.01 per share,
issued and outstanding as of June 9, 2000.
<PAGE>

            COLLINS & AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARIES


                                     INDEX


<TABLE>
<CAPTION>
                                                                            Page No.
<S>                                                                         <C>
Part I.  Financial Information

         Item 1. Financial Statements

            Condensed Consolidated Statements of Operations - Three
              Months Ended May 1, 1999 And April 29, 2000........................  3

            Condensed Consolidated Statements of Comprehensive Income -
              Three Months Ended May 1, 1999 And April 29, 2000..................  4

            Condensed Consolidated Balance Sheets - As of January 29,
              2000 And April 29, 2000............................................  5

            Condensed Consolidated Statements of Cash Flows - Three
              Months Ended May 1, 1999 And April 29, 2000........................  6

            Notes to Condensed Consolidated Financial Statements.................  7

         Item 2. Management's Discussion and Analysis of Financial Condition
                 And Results of Operations.......................................  9

Part II. Other Information

         Item 6.  Exhibits And Reports on Form 8-K............................... 12
</TABLE>

                                       2
<PAGE>

                        PART 1 - FINANCIAL INFORMATION

Item 1.   Financial Statements

            COLLINS & AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

           FOR THE THREE MONTHS ENDED MAY 1, 1999 AND APRIL 29, 2000

<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                    -------------------------
                                                                     May 1,         April 29,
                                                                      1999             2000
                                                                    ---------       ---------
<S>                                                                 <C>             <C>
NET SALES......................................................     $  39,179        $ 72,918
                                                                    ---------       ---------

COST OF GOODS SOLD.............................................        23,079          46,517
SELLING, GENERAL & ADMINISTRATIVE  EXPENSES....................        11,667          18,807
                                                                    ---------       ---------
                                                                       34,746          65,324
                                                                    ---------       ---------
OPERATING INCOME...............................................         4,433           7,594
MINORITY INTEREST IN INCOME OF SUBSIDIARY......................             5               2
EQUITY IN EARNINGS OF AFFILIATE................................            --             605
NET INTEREST EXPENSE...........................................         3,397           4,393
                                                                    ---------       ---------
INCOME BEFORE INCOME TAXES.....................................         1,031           3,804
INCOME TAX EXPENSE.............................................           389           1,906
                                                                    ---------       ---------
NET INCOME BEFORE EXTRAORDINARY ITEM...........................           642           1,898
EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT, NET OF
   TAX.........................................................            --              69
                                                                    ---------       ---------
NET INCOME.....................................................     $     642       $   1,829
                                                                    =========       =========
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       3
<PAGE>

            COLLINS & AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                  (Unaudited)

           FOR THE THREE MONTHS ENDED MAY 1, 1999 AND APRIL 29, 2000
                                (In Thousands)


<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                    -----------------------
                                                     May 1,       April 29,
                                                      1999           2000
                                                    -------       ---------
<S>                                                 <C>           <C>
NET INCOME.....................................     $   642       $  1,829

OTHER COMPREHENSIVE INCOME
(EXPENSE) NET OF TAX:
     Foreign Currency Translation Adjustments..        (183)            21
                                                    -------       --------
COMPREHENSIVE INCOME...........................     $   459       $  1,850
                                                    =======       ========
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       4
<PAGE>

            COLLINS & AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                   AS OF JANUARY 29, 2000 AND APRIL 29, 2000
                                (In Thousands)

<TABLE>
<CAPTION>
                                                                                             (UNAUDITED)
                                                                              January 29,     April 29,
                                 ASSETS                                           2000           2000
                                                                              -----------    -----------
<S>                                                                           <C>            <C>
CURRENT ASSETS:
   Cash and Cash Equivalents............................................      $    4,114     $    1,383
   Due From Factor......................................................           4,813             --
   Accounts Receivable, Net.............................................          33,572         45,439
   Inventories..........................................................          32,137         38,835
   Deferred Tax Assets..................................................           2,831          3,018
   Prepaid Expenses and Other...........................................           1,377          1,250
                                                                              ----------     ----------
             Total Current Assets.......................................          78,844         89,925

PROPERTY, PLANT AND EQUIPMENT, NET......................................          47,720         47,645
DEFERRED TAX ASSETS.....................................................             276             --
GOODWILL AND OTHER INTANGIBLES, NET.....................................         154,096        152,290
OTHER ASSETS............................................................           7,352          6,635
                                                                              ----------     ----------
                                                                              $  288,288     $  296,495
                                                                              ==========     ==========

                     LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
   Accounts Payable.....................................................      $   13,945     $   17,665
   Accrued Expenses.....................................................          13,052         17,372
   Revolving Line of Credit.............................................           4,673          4,429
   Current Portion of Long Term Debt....................................           7,857         11,460
                                                                              ----------     ----------
             Total Current Liabilities..................................          39,527         50,926

OTHER LIABILITIES, INCLUDING POSTRETIREMENT BENEFIT OBLIGATION..........           4,180          4,008
DEFERRED TAX LIABILITIES................................................              --            259
LONG TERM DEBT..........................................................         173,671        168,540
MINORITY INTEREST.......................................................             214            216

COMMITMENTS AND CONTINGENCIES...........................................

STOCKHOLDER'S EQUITY:
   Common Stock ($.01 Par Value per Share, 1,000 Shares Authorized,
      Issued and Outstanding Fiscal 1999 and Fiscal 2000)...............              --             --
   Paid-in Capital......................................................          51,576         51,576
   Retained Earnings....................................................          18,912         20,741
   Accumulated Other Comprehensive Income...............................             208            229
                                                                              ----------     ----------
                                                                                  70,696         72,546
                                                                              ----------     ----------
                                                                              $  288,288     $  296,495
                                                                              ==========     ==========
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                                balance sheets.

                                       5
<PAGE>

            COLLINS & AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

              FOR THE THREE MONTHS MAY 1, 1999 AND APRIL 29, 2000
                                (In Thousands)

<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                              ------------------------------
                                                                                May 1,             April 29,
                                                                                1999                 2000
                                                                              ---------           ----------
<S>                                                                           <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income..............................................................  $     642           $    1,829
    Adjustments to reconcile net income to net cash
      Provided by operating activities:
        Depreciation and leasehold amortization.............................      1,539                2,366
        Amortization of goodwill & other intangible assets..................      1,662                2,023
        Amortization of deferred financing fees.............................        329                  328
        Deferred income tax expense.........................................       (279)                 348
        Equity in earnings of affiliate.....................................         --                 (605)
        Minority interest in income of subsidiary...........................          5                    2
        Extraordinary loss on early extinguishment of debt..................         --                  115
    Changes in operating assets and liabilities net of effects of
      acquisitions:
        Due from factor.....................................................         --                4,813
        Accounts receivable.................................................       (610)             (11,632)
        Inventories.........................................................     (7,775)              (6,698)
        Accounts payable....................................................      4,320                3,720
        Accrued expenses....................................................      1,366                4,320
        Other, net..........................................................        (77)                (452)
                                                                              ---------           ----------
          Total adjustments and changes.....................................        998               (1,352)
                                                                              ---------           ----------

          Net cash provided by operating activities.........................      1,640                  477
                                                                              ---------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Equity Distribution From Affiliate........................................         --                  628
  Additions to Property, Plant & Equipment..................................     (1,125)              (2,629)
                                                                              ---------           ----------

          Net cash used in investing activities.............................     (1,125)              (2,001)
                                                                              ---------           ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net Proceeds From Revolving Credit Facilities.............................         --                5,356
  Repayments of Long Term Debt..............................................     (1,946)              (6,563)
                                                                              ---------           ----------

          Net cash used in financing activities.............................     (1,946)              (1,207)
                                                                              ---------           ----------

NET CHANGE IN CASH..........................................................     (1,391)              (2,731)
CASH, Beginning of Period...................................................      2,211                4,114
                                                                              ---------           ----------
CASH, End of Period.........................................................  $     820           $    1,383
                                                                              =========           ==========
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       6
<PAGE>

            COLLINS & AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   Organization and Basis of Presentation

     Collins & Aikman Floorcoverings, Inc. (the "Company") is a leading
manufacturer of floorcoverings for the specified commercial sector of the
floorcoverings market offering vinyl-backed six foot and modular tiles, and
tufted and woven broadloom products. The Company is a wholly owned subsidiary of
CAF Holdings, Inc. ("Holdings"), a corporation sponsored by Quad-C, Inc. ("Quad-
C"), a Virginia merchant banking firm, and Paribas Principal Partners
("Paribas"), the United States private equity group of Paribas.

     On February 6, 1997, CAF Acquisition Corporation ("CAF"), a wholly owned
subsidiary of Holdings, acquired from an indirect wholly owned subsidiary of
Collins & Aikman Corporation all the outstanding capital stock of the Company
(the "Floorcoverings Acquisition"). Simultaneous with the consummation of the
Floorcoverings Acquisition, CAF was merged with and into the Company.

     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 the Company's financial position and results of operations.
These condensed consolidated financial statements should be read in conjunction
with the January 29, 2000 consolidated financial statements of the Company
included in the Company's 1999 Annual Report on Form 10-K filed with the
Securities and Exchange Commission. Results of operations for interim periods
are not necessarily indicative of results for the full year.

2.   Inventories

     Net inventory balances are summarized below (in thousands):

                                                        (Unaudited)
                                         January 29,     April 29,
                                            2000           2000
                                         -----------    -----------

Raw materials..........................  $  13,347      $ 15,460
Work in process........................      4,815         6,404
Finished goods.........................     13,975        16,971
                                         -----------    -----------
                                         $  32,137      $ 38,835
                                         ===========    ===========

3.   Acquisitions

     On June 28, 1999, pursuant to an Agreement and Plan of Merger dated June 4,
1999, the Company acquired all the outstanding capital stock of Monterey
Carpets, Inc. ("Monterey") for $50.0 million, subject to a working capital
adjustment (the "Monterey Acquisition"). In addition, approximately $0.4 million
of indebtedness of Monterey was extinguished by the Company commensurate with
the acquisition. Based in California, Monterey is a manufacturer of high-style
broadloom carpet. The Monterey Acquisition has been accounted for by the
purchase method, pursuant to which the purchase price has been allocated among
the acquired assets and liabilities. The excess of the purchase price over the
fair value of the net assets acquired amounted to approximately $34.4 million
which is being accounted for as goodwill and is being amortized over 20 years
using the straight-line method.

                                       7
<PAGE>

     On July 30, 1999, the Company acquired all the outstanding capital stock of
Crossley Carpet Mills Limited ("Crossley") for $22.1 million (the "Crossley
Acquisition") in cash and assumed debt. Based in Nova Scotia, Canada, Crossley
is a manufacturer of tufted and woven broadloom carpet. The Crossley Acquisition
has been accounted for by the purchase method, to which the purchase price has
been allocated among the acquired assets and liabilities. The excess of the
purchase price over the fair value of the net assets acquired amounted to
approximately $3.9 million, which is being accounted for as goodwill and is
being amortized over 20 years using the straight-line method. As a result of
this acquisition, the Company assumed approximately $17.5 million in debt.
Approximately $9.5 million of the assumed long-term debt is sinking fund bonds
held and issued by the Nova Scotia Business Development Corporation (the "Bond
Holder"). The Bond Holder agreed to forgive principal amount of the bonds up to
a maximum of $6.3 million at various rates, dependant upon certain factors. The
remaining balance will become repayable over five years once the forgiveness has
expired.

     The following summary presents unaudited pro forma results of operations as
if these acquisitions occurred as of January 31, 1999 (in thousands):

                                                            Three Months Ended
                                                                   May 1,
                                                                    1999
                                                            ------------------

       Net Sales.........................................       $    60,716
       Income Before Extraordinary Item, Net of Tax......       $       891
       Net Income........................................       $       891


     These pro forma results neither purport to represent what the Company's
results of operations would have been if these acquisitions had occurred as of
such date, nor what results will be for any future period.

4.   Long Term Debt

     During February 2000, the Company repurchased $6.5 million of its 10.0%
Senior Subordinated Notes (the "Senior Notes") due January 15, 2007 in the open
market. In connection with this transaction, the Company recorded an
extraordinary loss of approximately $69,000, net of tax benefit, which included
a pro rata share of deferred financing costs associated with the issuance of the
Senior Notes.

                                       8
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

GENERAL
-------

     Collins & Aikman Floorcoverings, Inc. ("CAF" or the "Company"), a Delaware
corporation, is a leading manufacturer of vinyl-backed specified commercial
floorcovering and high-style specified commercial broadloom carpet. The Company
designs, manufactures and markets its C&A, Monterey and Crossley brands to a
wide variety of commercial end-markets, including corporate offices, education,
healthcare and government facilities and retail stores. The specified commercial
market tends to be less price sensitive than the residential and "off the shelf"
commercial markets. In addition, because of the Company's diversity of end-use
markets, its business tends to be less cyclical than its competitors, which rely
heavily on the corporate office market. All three of the Company's brands have
developed leading positions in niche segments of the floorcovering market. The
ability to offer a "package of product offerings" in various forms, coupled with
the Company's flexible distribution channels, allows the Company to provide a
wide array of floorcovering solutions for its customers. Another key distinction
is the Company's differentiation from the competition by offering superior
product technologies, leading design capabilities, a broad product offering,
exceptional customer-focused services, flexible distribution channels and the
most advanced recycling program in the industry.

     On July 30, 1999, the Company acquired all the outstanding capital stock of
Crossley Carpet Mills Limited ("Crossley") for $22.1 million (the "Crossley
Acquisition") including $17.5 million in assumed debt. Based in Nova Scotia,
Canada, Crossley is a manufacturer of tufted and woven broadloom carpet. The
Crossley Acquisition has been accounted for by the purchase method, to which the
purchase price has been allocated among the acquired assets and liabilities. The
excess of the purchase price over the fair value of the net assets acquired
amounted to approximately $3.9 million, which is being accounted for as goodwill
and is being amortized over 20 years using the straight line method. Of the
$17.5 million in debt assumed in this acquisition, approximately $9.5 million of
the assumed long-term debt is sinking fund bonds held and issued by the Nova
Scotia Business Development Corporation (the "Bond Holder"). The Bond Holder
agreed to forgive principal amount of the bonds up to a maximum of $6.3 million
at various rates, dependent upon certain factors. The remaining balance will
become repayable over five years once the forgiveness has expired.

     On June 28, 1999, pursuant to an Agreement and Plan of Merger, dated June
4, 1999, the Company, through its wholly owned subsidiary, Monterey Merger
Company, Inc. ("Merger Sub"), acquired all the outstanding capital stock of
Monterey for $50.0 million, subject to a working capital adjustment (the
"Monterey Acquisition"). Simultaneous with the consummation of the Merger,
Merger Sub was merged with and into Monterey, with Monterey as the surviving
corporation in the merger. In addition, approximately $0.4 million of
indebtedness of Monterey was extinguished by the Company commensurate with the
acquisition. The consideration paid was financed through the Company's existing
credit facility as amended. The Monterey Acquisition has been accounted for by
the purchase method, to which the purchase price has been allocated among the
acquired assets and liabilities. The excess of the purchase price over the fair
value of the net assets acquired was approximately $34.4 million which is being
accounted for as goodwill and is being amortized over 20 years using the
straight line method.


RESULTS OF OPERATIONS
---------------------

Quarter Ended April 29, 2000 ("First Quarter 2000") As Compared with Quarter
----------------------------------------------------------------------------
Ended May 1, 1999 ("First Quarter 1999")
----------------------------------------

     Net Sales. Net sales for the First Quarter 2000 were $72.9 million, an
increase of 86.1% from the $39.2 million for the First Quarter 1999. The
increase in net sales in the First Quarter 2000 was due to the inclusion of
product sales of Monterey and Crossley and sales growth in the education,
healthcare and government end use markets. The Company experienced volume
increases in most product lines with minor average selling price increases.

                                       9
<PAGE>

     Cost of Goods Sold. Cost of goods sold increased to $46.5 million for the
First Quarter 2000 from $23.1 million in the First Quarter 1999, an increase of
101.6%. As a percentage of sales, these costs were 63.8% and 58.9%,
respectively. This cost increase was due to the inclusion of product sales of
Monterey and Crossley and increased sales volume. The increase in cost of goods
sold as a percentage of sales was due to the inclusion of product sales of
Monterey and Crossley. Cost of goods sold as a percentage of sales for Monterey
and Crossley are historically higher than those of the Company.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses, including goodwill and other intangible assets
amortization of $2.0 million, for the First Quarter 2000 increased to $18.8
million, an increase of 61.2% from $11.7 million in the First Quarter 1999 which
included goodwill and intangible assets amortization of $1.7 million. As a
percentage of sales, these expenses decreased to 25.8% from 29.8%. These higher
costs are due to the inclusion of Monterey and Crossley expenses.

     Interest Expense. Net interest expense for the First Quarter 2000 increased
to $4.4 million from $3.4 million in the First Quarter 1999. This increase is
due to higher indebtedness incurred relating to the Monterey and Crossley
Acquisitions.

     Income Taxes. The Company's overall tax rate for the First Quarter 2000
increased to 50.1% from 37.7% in the First Quarter 1999. The increase was
primarily due to the Monterey Acquisition as the amortization of the goodwill
resulting from that acquisition is nondeductible for income tax purposes.

     Extraordinary Loss. In the First Quarter 2000, the Company experienced a
net loss of approximately $0.1 million, net of tax benefit, related to the
purchase of senior notes with a face amount of $6.5 million.

     Net Income. Net income for the First Quarter 2000 increased to $1.8 million
from $0.6 million in the First Quarter 1999. This was due to the combined result
of the factors described above.

     EBITDA. EBITDA is defined as operating income plus depreciation,
amortization and equity in earnings of affiliate less minority interest in
income of subsidiary. EBITDA increased to $12.6 million in the First Quarter
2000 from $7.6 million in the First Quarter 1999, an increase of 65.0%. As a
percentage of sales, EBITDA was 17.3% and 19.5% in the First Quarter 2000 and
First Quarter 1999, respectively. 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.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     The Company's primary cash needs have historically been for operating
expenses, working capital, capital expenditures and debt service. The Company
has historically financed its cash requirements primarily through internally
generated cash flows.

     Net cash provided by operating activities in the First Quarter 2000 was
$0.5 million compared to $1.7 million in the First Quarter 1999. The change is
primarily due to a negative $3.2 million swing in net working capital offset by
an increase in net income and deferred income tax expense.

     The Company has significant indebtedness which consisted of $85.0 million
in Senior Subordinated Notes due 2007 (the "Senior Notes"); a $125.0 million
credit facility (the "Credit Facility") which, at April 29, 2000 had outstanding
balances of $28.0 million ("A-1 Term Loan Facility") and $40.0 million ("A-2
Term Loan Facility") in term loan borrowings and $13.9 million in revolving
credit borrowings; $4.2 million in seller's notes from the June 1998 acquisition
of Advance Carpet Tiles and the July 1999 Crossley acquisition; $1.2 million in
purchase money indebtedness; $4.4 million in revolving line of credit borrowings
and $7.7 million in sinking funds bonds under Crossley.

                                       10
<PAGE>

     The A-1 Term Loan facility of the Credit Facility will mature on June 30,
2002 and, as of January 29, 2000, will require principal payments (payable in
quarterly installments) totaling $1.3 million in the third quarter of fiscal
2000, $3.7 million in the fourth quarter of fiscal 2000, $15.0 million in fiscal
2001 and $8.0 million in fiscal 2002. The A-2 Term Loan Facility will mature on
December 31, 2003 and requires principal payments (also payable in quarterly
installments) totaling $12.0 million in fiscal 2002 and $28.0 million in fiscal
2003. The revolving credit portion of the Credit Facility will mature on June
30, 2002 and may be repaid and reborrowed from time to time. During fiscal 1998
and 1999, the Company voluntarily prepaid $12.1 and $1.9 million, respectively,
of the term loan borrowings. As of April 29, 2000, there was $11.0 million (net
of $13.9 million in borrowings and $5.1 million in letters of credit
outstanding) available under the revolving credit portion of the Credit
Facility.

     Concurrent with the consummation of the Crossley Acquisition, the Company
agreed to pay the seller $2.0 million over the next four years, subject to
certain conditions, at an effective interest rate of 7.5%. In addition, the
Company assumed debt of approximately $17.5 million. Of this amount, term loans
associated with financing of equipment purchases and other specific needs
totaled $1.1 million. At April 29, 2000, $0.9 million was outstanding. These
term loans are payable monthly according to set schedules of repayment with the
lenders. Approximately $6.9 million of short-term debt was assumed which relates
to Crossley's revolving line of credit agreement with a Canadian bank, which is
used to finance working capital requirements. At April 29, 2000, $4.4 million
was outstanding and $3.3 million was available under this line of credit.
Approximately $9.5 million of long-term debt assumed was sinking fund bonds held
and issued by the Nova Scotia Business Development Corporation (the "Bond
Holder"). The Bond Holder agreed to forgive principal amount of these bonds up
to a maximum of $6.3 million at various rates, dependant upon certain factors.
For the year ended January 29, 2000, $2.1 million was forgiven. The remaining
balance will become repayable over five years once the forgiveness has expired.

     The Company's ability to make scheduled payments of principal, interest, or
to refinance its indebtedness (including the Senior 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 Facility, will be adequate to meet the
Company's anticipated future requirements for capital expenditures and debt
service. However, there can be no assurance that the Company's business will
generate sufficient cash flow from operations or that future borrowings will be
available in an amount sufficient to enable the Company to service its
indebtedness or to make necessary capital expenditures.


IMPACT OF INFLATION
-------------------

     The impact of inflation on the Company's operations has not been
significant in recent years. Historically, when the Company has received
inflationary price increases in its primary raw material, nylon fiber, it has
generally been passed on to the Company's customers. However, there can be no
assurance that a high rate of inflation in the future would not have an adverse
effect on the Company's operating results.

     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 market sales during the summer months while
schools generally are closed and floorcovering can be installed.

                                       11
<PAGE>

Item 6.    Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit
Number          Description
------          -----------

27.1   --  Financial Data Schedule


(b)  Reports on Form 8-K

     None

                                       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 9, 2000


                                  COLLINS & AIKMAN FLOORCOVERINGS, INC.
                                  (Registrant)


                              By: /s/  Darrel V. McCay
                                  --------------------------
                                  Darrel V. McCay
                                  Vice-President, Chief Financial Officer and
                                  Director (Duly authorized Officer and
                                  Principal Financial and Accounting Officer)

                                       13


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