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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
Amendment No. 1
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1994
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 33-58272
JPS TEXTILE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 57-0868166
- - ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number
555 North Pleasantburg Drive, Suite 202, Greenville, South Carolina 29607
- - -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (803) 239-3900
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 ______
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No ______
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 490,000 shares of the
Company's Class A Common Stock and 510,000 shares of Class B Common Stock were
outstanding as of June 20, 1994.
Total number of pages: 11
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INTRODUCTORY NOTE
This Amendment on Form 10-Q/A amends and restates in their entirety Items
1 and 2 of Part I of the Quarterly Report on Form 10-Q of JPS Textile Group,
Inc. for the quarterly period ended April 30, 1994. Certain selling, general
and administrative expenses have been reclassified to correctly classify them as
continuing operations rather than discontinued operations, as reported in the
interim financial statements included in the previously filed Form 10-Q.
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Item 1. Financial Statements
JPS TEXTILE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
April 30, October 30,
1994 1993
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 1,220 $ 2,080
Accounts Receivable 89,419 104,834
Inventories 80,872 73,628
Prepaid expenses and other 3,239 1,718
Net assets held for sale 90,757 87,130
---------- ----------
Total current assets 265,507 269,390
Property, plant and equipment, net 213,288 210,784
Excess of cost over fair value of net assets acquired, net 32,937 33,419
Other assets 4,562 6,415
---------- ----------
Total $ 516,294 $ 520,008
========== ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 40,826 $ 40,477
Accrued interest 16,122 16,084
Accrued salaries, benefits and withholdings 13,963 12,510
Other accrued expenses 10,867 10,109
Current portion of long-term debt 8,851 9,003
---------- ----------
Total current liabilities 90,629 88,183
Long-term debt 498,570 495,852
Other long-term liabilities 25,327 26,069
---------- ----------
Total liabilities 614,526 610,104
---------- ----------
Senior redeemable preferred stock 22,635 21,007
---------- ----------
Shareholders' deficit:
Junior preferred stock 250 250
Common stock 10 10
Additional paid-in capital 35,149 36,777
Deficit (156,276) (148,140)
---------- ----------
Total shareholders' deficit (120,867) (111,103)
---------- ----------
Total $ 516,294 $ 520,008
========== ==========
</TABLE>
Note: The condensed consolidated balance sheet at October 30, 1993 has been
extracted from the audited financial statements (as reclassified for
discontinued operations; see Note 3).
See notes to condensed consolidated financial statements.
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JPS TEXTILE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------- --------------------------
April 30, May 1, April 30, May 1,
1994 1993 1994 1993
---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net Sales $ 151,061 $ 151,854 $ 285,457 $ 281,342
Cost of Sales 130,542 131,446 247,365 242,112
---------- ----------- ----------- -----------
Gross Profit 20,519 20,408 38,092 39,230
Selling, general and administrative expenses 16,319 15,275 32,144 30,647
---------- ----------- ----------- -----------
Income from continuing operations 4,200 5,133 5,948 8,583
Interest expense 15,670 15,462 31,157 30,606
Other income (expense), net 24 (35) 42 (193)
---------- ----------- ----------- -----------
Loss before provision for income taxes, income from
discontinued operations and cumulative effect of
accounting change (11,446) (10,364) (25,167) (22,216)
Provision for income taxes 1,127 411 1,351 690
---------- ----------- ----------- -----------
Loss before income from discontinued operations
and cumulative effect of accounting change (12,573) (10,775) (26,518) (22,906)
Income from discontinued operations 11,797 7,954 18,382 11,146
---------- ----------- ----------- -----------
Loss before cumulative effect of accounting change (776) (2,821) (8,136) (11,760)
Cumulative effect of accounting change - - - 5,722
---------- ----------- ----------- -----------
Net loss (776) (2,821) (8,136) (17,482)
Senior redeemable preferred stock in-kind dividends
and discount accretion 818 706 1,627 1,402
---------- ----------- ----------- -----------
Loss applicable to common stock $ (1,594) $ (3,527) $ (9,763) $ (18,884)
========== =========== =========== ===========
Weighted average common shares outstanding 1,000,000 1,000,000 1,000,000 1,000,000
========== =========== =========== ===========
Earnings (loss) per common share:
Loss before income from discontinued operations
and cumulative effect of accounting change $ (13.39) $ (11.48) $ (28.14) $ (24.31)
Income from discontinued operations 11.80 7.95 18.38 11.15
Cumulative effect of accounting change - - - (5.72)
---------- ----------- ----------- -----------
Net loss $ (1.59) $ (3.53) $ (9.76) $ (18.88)
========== =========== =========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
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JPS TEXTILE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
------------------------
April 30, May 1,
1994 1993
--------- ---------
<S> <C> <C>
Net loss $ (8,136) $ (17,482)
--------- ---------
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Cumulative effect of accounting change - 5,722
Depreciation and amortization, except amounts included
in interest expense 12,943 12,865
Interest accretion and debt issuance cost amortization 5,825 5,762
Equity in income of discontinued operations (18,382) (11,146)
Other, net 1,391 1,098
Changes in assets and liabilities:
Accounts receivable 15,415 7,818
Inventory (7,244) (13,897)
Prepaid expenses and other assets (1,508) (446)
Accounts payable 349 4,853
Accrued expenses and other liabilities 1,083 (5,316)
--------- ---------
Total adjustments 9,872 7,313
--------- ---------
Net cash provided by (used in) operating activities 1,736 (10,169)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment additions (14,882) (12,949)
Receipts from discontinued operations, net 14,755 11,481
--------- ---------
Net cash used in investing activities (127) (1,468)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Financing costs incurred (305) (4,972)
Proceeds from issuance of long-term debt 7,754 5,003
Revolving credit facility (repayments) borrowings, net (8,846) 12,614
Repayment of other long-term debt (1,072) (1,638)
--------- ---------
Net cash (used in) provided by financing activities (2,469) 11,007
--------- ---------
Net decrease in cash (860) (630)
Cash at beginning of period 2,080 1,634
--------- ---------
Cash at end of period $ 1,220 $ 1,004
========= =========
Supplemental cash flow information:
Interest paid $ 25,294 $ 25,740
Income taxes paid 544 347
Reorganization items paid - 162
Non-Cash financing activities:
Senior redeemable preferred stock dividends-in-kind 1,361 1,282
</TABLE>
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JPS TEXTILE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
______________________________________________________________________________
1. The Company has prepared, without audit, the interim condensed
consolidated financial statements and related notes. In the opinion
of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position,
results of operations and cash flows at April 30, 1994 for all periods
presented have been made. See Note 3 regarding certain
reclassifications of October 30, 1993 amounts for discontinued
operations.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed consolidated financial statements be read in
conjunction with the financial statements and notes thereto included
in the Company's October 30, 1993 Annual Report. The results of
operations for the interim periods are not necessarily indicative of
the operating results of the full year.
During the fourth quarter of fiscal 1993, the Company changed for all
of fiscal 1993 its accounting policy with respect to postretirement
benefits other than pensions. This change is more fully explained in
Note 8 to the Notes to Consolidated Financial Statements in the
Company's Annual Report on Form 10-K for 1993. The fiscal 1993
amounts included in this report have been restated, where applicable,
to reflect the adoption of these changes as of November 1, 1992.
2 Inventories (In Thousands):
April 30, October 30,
1994 1993
--------- ----------
Raw materials $ 14,560 $ 12,269
Work-in-process 29,775 28,878
Finished goods 36,537 32,481
--------- ---------
Total $ 80,872 $ 73,628
========= =========
3. Proposed Sale of Automotive Products and Synthetic Industrial Fabrics
Operations
On May 25, 1994, the Company announced the signing of a definitive
agreement to sell the businesses, assets and certain liabilities of
JPS Auto Inc. and the Synthetic Industrial Division of JPS Converter
and Industrial Corp. (collectively, the "Automotive Assets") for
approximately $276 million (including the assumption of certain debt
which was approximately $12 million on April 30, 1994). The
Consolidated Balance Sheets and Consolidated Statements of Cash Flows
and Operations for 1993 have been reclassified to reflect such
businesses as discontinued operations.
The anticipated sale of the Automotive Assets is expected to result in
a gain in the Company's third quarter. The Company has allocated to
the discontinued segment a pro rata portion of the interest expense of
its senior credit agreement, which pro rata portions were appoximately
$1.3 million and $1.2 million for the six months ended April 30,
1994 and May 1, 1993, respectively, and $0.7 million and $0.7 million
for the three months ended April 30, 1994 and May 1, 1993,
respectively.
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Item 2. Management's Discussion and Analysis of Financial Condition
Results of Operations
______________________________________________________________________________
The following should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
appearing on page 5 of the Company's October 30, 1993 Annual Report.
<TABLE>
<CAPTION>
(In Thousands)
Three Months Ended Six Months Ended
-------------------------- -------------------------
April 30, May 1, April 30, May 1,
1994 1993 1994 1993
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
NET SALES
Apparel Fabrics and Products $ 63,828 $ 67,814 $ 124,270 $ 124,754
Industrial Fabrics and Products 41,817 39,348 75,528 72,699
Home Fashion Textiles 45,416 44,692 85,659 83,889
----------- ---------- ---------- ----------
Net Sales $ 151,061 $ 151,854 $ 285,457 $ 281,342
=========== ========== ========== ==========
OPERATING PROFIT (LOSS)
Apparel Fabrics and Products $ 5,022 $ 5,404 $ 9,090 $ 9,681
Industrial Fabrics and Products 511 14 (424) 6
Home Fashion Textiles 564 1,647 1,215 2,781
Indirect Corporate Expenses, net (1,873) (1,967) (3,891) (4,078)
----------- ---------- ---------- ----------
Operating Profit before interest expense
and provision for income taxes $ 4,224 $ 5,098 $ 5,990 $ 8,390
=========== ========== ========== ==========
Income from discontinued operations $ 11,797 $ 7,954 $ 18,382 $ 11,146
=========== ========== ========== ==========
</TABLE>
RESULTS OF OPERATIONS
Three months ended April 30, 1994 (the "1994 second quarter") compared to the
three months ended May 1, 1993 (the "1993 second quarter"):
Net sales for the 1994 second quarter decreased slightly to $151.1
million from $151.9 million in the 1993 second quarter due to less favorable
market conditions for apparel fabrics. Apparel Fabrics and Products sales
decreased 5.9% to $63.8 million for the 1994 second quarter from $67.8 million
for the 1993 second quarter principally due to a weaker spun apparel fabric
market and lower diaper elastic export sales. Sales of apparel fabrics
declined $3.2 million due to lower unit volume and lower average selling prices
for spun apparel fabrics. Imported fabrics, particularly from Eastern Europe
and Southwest Asia, continue to place downward pressure on pricing. As a
result of lower export sales, diaper elastic sales declined $1.0 million to
$1.8 million for the 1994 second quarter. The 6.3% increase in Industrial
Fabrics and Products sales to $41.8 million for the 1994 second quarter from
$39.3 million for the 1993 second quarter is due to increased sales in 1994 for
several product lines including glass fabrics, single ply roofing products and
extruded polyurethane products generally due to increased demand for these
product lines. Home Fashion Textiles sales increased 1.6% to $45.4 million for
the 1994 second quarter from $44.7 million for the 1993 second quarter
principally due to a $0.6 million increase in carpet sales. Residential
carpet sales have improved, keeping pace with the general market place.
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Operating profits in the 1994 second quarter decreased 17.1% to $4.2
million from $5.1 million for the 1993 second quarter. Profits from Apparel
Fabrics and Products declined 7.1% to $5.0 million due to the decline in diaper
elastic export sales volume and product pricing in 1994. Despite the decline
in apparel fabric sales, apparel fabric operating profits maintained their 1993
level due to an improved product mix. Operating profits for Industrial Fabrics
and Products increased to $0.5 million in the 1994 second quarter from $14,000
in the 1993 second quarter. This increase is a result of the increased sales
and improved product mix. Home Fashion Textiles experienced a 66% decline in
profits in the 1994 second quarter to $0.6 million compared to $1.6 million in
the 1993 second quarter. A less favorable product mix in home fashion fabrics
along with certain technical difficulties experienced in the carpet
manufacturing process caused the drop in operating profits in Home Fashion
Textiles. The Company is currently taking steps to improve its carpet
manufacturing processes and procedures in order to reduce off-quality
production.
Interest expense increased 1.3% to $15.7 million for the 1994 second
quarter from $15.5 million for the 1993 second quarter due to an increase in
average debt balances and interest rates applicable to certain Company
borrowings in 1994.
Net sales for the Company's Automotive Assets, which are accounted for
as discontinued operations, increased by $11.5 million or 15.0% from $76.4
million in the three months ended May 1, 1993, to $87.9 million in the three
months ended April 30, 1994, as a result of the growth of the North American
automotive market, which has continued to strengthen from fiscal 1993 levels,
and increased sales of airbag fabric as a result of both increased automotive
sales and increased usage of airbag restraint systems in North American cars.
Income from discontinued operations increased by $3.8 million or 48% from $8.0
million in the three months ended May 1, 1993, to $11.8 million in the three
months ended April 30, 1994, primarily as a result of higher fixed cost
absorption resulting from the increased sales volume and the impact of improved
productivity, offset in part by lower margins on certain fabric programs and
increased selling, general and administrative expenses, primarily attributable
to increased headcount and higher distribution costs, each resulting primarily
from the increased sales volume in the three months ended April 30, 1994.
8
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six months ended April 30, 1994 (the "1994 six-month period") compared to six
months ended May 1, 1993 (the "1993 six-month period"):
Net sales for the 1994 six-month period increased 1.5% to $285.5 million from
$281.3 million for the 1993 six-month period. Apparel Fabrics and Products
sales decreased 0.4% to $124.3 million for the 1994 six-month period from
$124.8 million for the 1993 six-month period as the markets for apparel fabrics
and elastic continued to be generally flat. Industrial Fabrics and Products
sales increased 3.9% to $75.5 million for the 1994 six-month period from $72.7
million for the 1993 six-month period principally due to an increase in sales
of glass fabrics of $3.4 million to $25.3 million as a result of increased
demand. Home Fashion Textiles sales increased 2.1% to $85.7 million for the
1994 six-month period from $83.9 million for the 1993 six-month period due to
increased carpet sales. Carpet sales improved in 1994 as demand for carpet
nationwide improved. Operating profits decreased 29% to $6.0 million for the
1994 six-month period from $8.4 million for the 1993 six-month period as each
of the Company's three business segments experienced a decline in
profitability. Apparel Fabrics and Products' profits declined 6.1% to $9.1
million as a result of a 30% decline in sales of diaper elastic to $3.8 million
for the 1994 six-month period. Industrial Fabrics and Products operating
results declined $0.4 million to a loss of $0.4 million for the 1994 six-month
period due to a less favorable product mix in the first three months of fiscal
1994. Operating profits for Home Fashion Textiles decreased 56% to $1.2
million for the 1994 six-month period due to a less profitable product mix in
home fashion fabrics and carpet along with certain technical difficulties
experienced in the carpet manufacturing process.
Interest expense increased minimally from $30.6 million in the 1993 six-month
period to $31.2 million in the 1994 six-month period due to slightly higher
average debt balances and higher interest rates applicable to certain Company
borrowings in 1994.
Net sales for the Company's Automotive Assets, which are accounted for as
discontinued operations, increased by $28.5 million or 20.8% from $137.1
million in the six months ended May 1, 1993, to $165.6 million in the six
months ended April 30, 1994, as a result of the growth of the North American
automotive market, which has continued to strengthen from fiscal 1993 levels,
and increased sales of airbag fabric as a result of both increased automotive
sales and increased usage of airbag restraint systems in North American cars.
Income from discontinued operations increased by $7.2 million or 65% from
$11.1 million in the six months ended May 1, 1993, to $18.4 million in the six
months ended April 30, 1994, primarily as a result of higher fixed cost
absorption resulting from the increased sales volume and the impact of improved
productivity, offset in part by lower margins on certain fabric programs and
increased selling, general and administrative expenses, primarily attributable
to increased headcount and higher distribution costs, each resulting primarily
from the increased sales volume in the six months ended April 30, 1994.
Results for the 1993 six-month period were also effected by a charge of $0.9
million for cumulative effect of the change in accounting principles.
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Liquidity and Capital Resources
Working capital decreased approximately 3.5% to $174.9 million at April 30,
1994 from $181.2 million at October 30, 1993. Accounts receivable declined
$15.4 million (14.7%) due to the seasonally lower sales in April 1994 than in
October 1993. Inventories increased $7.2 million (9.8%) from October 30, 1993
to April 30, 1994. The Company has rebuilt inventory levels from last year
end for certain products to meet increased order levels, as sales in the
Company's third quarter are historically higher than the first quarter. The
Company's principal sources of liquidity for operations and expansion are funds
generated internally and borrowings under the Company's line of credit, a
$132.3 million revolving credit facility. Also, the Company obtained
additional financings of $7.8 million in the 1994 six-month period and $5.0
million during the 1993 six-month period. All senior borrowings bear interest
at a Base Rate, as defined, plus 1 1/2% per annum (8.25% at April 30, 1994) or
at the Eurodollar Rate, as defined, plus 3.0% per annum (approximately 7% at
April 30, 1994). Borrowings under the senior credit agreement are limited to
specified percentages of eligible accounts receivable and inventories, as
defined, plus an additional amount, which was $15 million in April 1994 and
declines to zero on May 2, 1995. The Company had $36.6 million available for
borrowing under the revolving credit agreement on April 30, 1994. Borrowings
under the revolving line of credit are made or repaid on a daily basis in
amounts equal to the net cash requirements for that business day, thereby
reducing net borrowings to the maximum extent possible. In June 1994,
subsequent to the end of the 1994 second quarter, the Company amended its senior
credit agreement to increase the revolving credit facility by $20 million.
On May 25, 1994, the Company signed a definitive asset purchase agreement to
sell its Automotive Assets for total consideration of approximately $276
million. After payment of expenses and reserves for taxes applicable to the
transaction, the Company intends to use the remaining proceeds to retire
indebtedness in accordance with the terms of its indentures and senior credit
agreement. This sale is expected to be consummated in the Company's third
quarter.
Management continually reviews various options for enhancing liquidity and its
cash flow to cash requirements coverage, both operationally and financially.
Such options include strategic dispositions (in addition to the sale of the
Automotive Assets described above) or investments and financing and
refinancing activities aimed at increasing cash flow and reducing cash
requirements, the principal items of which are interest and capital
expenditures. Management believes that expected cash flows and capital
resources will be adequate to meet future debt service requirements and working
capital needs.
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JPS TEXTILE GROUP, INC.
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.
JPS TEXTILE GROUP, INC.
Date: July 15, 1994 /s/ David H. Taylor
---------------------------------------
David H. Taylor
Executive Vice President - Finance and
Secretary
11
