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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 18, 1997
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JPS TEXTILE GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
33-27038 57-0868166
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(Commission File Number) (I.R.S. Employer Identification No.)
555 NORTH PLEASANTBURG DRIVE, SUITE 202
GREENVILLE, SOUTH CAROLINA 29607
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(Address of Principal Executive Offices) (Zip Code)
(864) 239-3900
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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<PAGE>
Item 5. Other Events.
Filed herewith is a copy of the JPS Textile Group, Inc.
Press Release, dated December 18, 1997, announcing its pro forma results for the
fourth quarter and fiscal year ended November 1, 1997.
Item 7. Exhibits.
(c) Exhibit:
(99) Press Release, dated December 18, 1997.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned duly authorized.
JPS TEXTILE GROUP, INC.
By: /s/ David H. Taylor
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Name: David H. Taylor
Title: Executive Vice President -
Finance and Secretary
Date: December 29, 1997
3
<PAGE>
Exhibit Index
Exhibit No. Description of Exhibit
- ---------- ----------------------
99 Press release issued by the Company on
December 18, 1997.*
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*Filed herewith
4
NYFS09...:\75\55175\0042\1219\FRMD167R.360
EXHIBIT 99
JPST Reports Fiscal 1997 Results
Page 1
December 18, 1997
CONTACT: David H. Taylor
Chief Financial Officer
JPS TEXTILE GROUP REPORTS FISCAL 1997 RESULTS
-----------------------------------------------------
PRODUCES PRO FORMA NET INCOME OF $11.6 MILLION
GREENVILLE, SC (December 18, 1997) -- JPS Textile Group, Inc. (OTC: JPST) today
announced pro forma results for the fourth quarter and fiscal year ended
November 1, 1997.
JPS completed a prepackaged plan of reorganization on October 9, 1997.
The consummation of the plan resulted in, among other things, (i) the discharge
of approximately $271.1 million in long-term debt, including accrued interest,
(ii) the issuance of 10 million shares of JPS's new common stock, (iii) the
issuance of $34 million in aggregate principal amount (subject to adjustment on
the maturity date) of contingent payment notes by JPS Capital (a wholly owned
subsidiary), (iv) the cancellation of the old senior preferred stock, the old
junior preferred stock and the old common stock, and (v) the issuance of
warrants to purchase up to 5% of the new common stock. The financial statements
for the period subsequent to the consummation of the reorganization (three
weeks) were prepared under principles of fresh-start reporting for companies
emerging from a plan of reorganization and are not comparable to prior periods.
The Company believes that the most meaningful information is the pro forma
financial statements which are included herein.
For the 13-week quarter ended November 1, 1997, net sales increased to
$117.2 million from $115.4 million for the 14-week fourth quarter ended November
2, 1996. Pro forma gross profit improved to 16.1% of sales in the 1997 fourth
quarter from 13.0% in the prior year period. Pro forma net income was $4.3
million, or $0.43 per share, for the quarter compared with pro forma net income
of $1.2 million, or $0.12 per share, for the same quarter last year. During the
quarter, the Company sold its Dunean plant, recognizing a gain on the sale of
approximately $574,000. This amount has been excluded from EBITDA (earnings
before interest, taxes, depreciation and amortization) in the pro forma
financial statements. Pro forma EBITDA was $11.6 million for the quarter
compared with $7.2 million for the year earlier period.
For the fiscal year ended November 1, 1997 (52 weeks), net sales were
$418.4 million compared with $448.8 million for fiscal 1996 (53 weeks). Pro
forma gross profit increased to 16.4% of sales in fiscal 1997 from 14.2% of
sales in fiscal 1996. Pro forma net income for fiscal 1997 was $11.6 million, or
$1.16 per share, compared with a pro forma net loss of $13.1 million, of $1.31
per share, for fiscal 1996. Pro forma EBITDA, which excludes certain non-cash
items,
-- MORE --
<PAGE>
JPST Reports Fiscal 1997 Results
Page 2
December 18, 1997
was $38.7 million for fiscal 1997 compared with $32.1 million for fiscal 1996.
"We are pleased to report improved earnings for both the fourth quarter
and fiscal 1997," said Jerry E. Hunter, chairman, president and chief executive
officer of JPS. "The increased sales and improved operating results in the
fourth quarter resulted from continued strong demand for the Company's
industrial fabrics and products, particularly fiberglass fabrics and roofing
membrane. For the full year, margin improvement was realized in all segments and
was driven by productivity improvements and our exit from certain unprofitable
products lines, including the sale of the Company's rubber products division in
fiscal 1996 and the closure of the Company's Dunean plant, also in fiscal 1996.
This improving mix and continued sales growth in higher margin industrial
fabrics and products were the primary factors affecting improved profitability
in 1997.
"Many of the difficult actions taken in fiscal 1996, combined with the
effect of a more aggressive capital spending plan, are beginning to show
results. The financial restructuring that was completed in October will allow us
the financial flexibility to proceed with our strategic plan to take advantage
of the potential in the industrial fabrics markets by expanding our capacity
while reducing cost and improving productivity in our apparel and home
furnishings segments. With this emphasis and our strong market position in the
industrial fabrics markets, we believe that we can continue to improve the
overall profitability of JPS and enhance the value of this company."
JPS Textile Group, Inc. manufactures textiles and textile-related
products for the apparel (unfinished woven fabrics and yarn), industrial fabrics
(membrane roofing and fiberglass reinforcement fabrics), and home fashion
textiles (drapery fabrics) markets. The Company operates through its JPS
Elastomerics and JPS Converter and Industrial subsidiaries and has 10
manufacturing plants in five states.
Statements contained in this news release are forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve unknown uncertainties and risks which may
cause the Company's actual results in the future to differ materially from
expected results. These risks and uncertainties include, among others, economic
or competitive conditions, the availability of financing at satisfactory terms,
the demand for the Company's products, the ability of the Company to
successfully implement its strategic plans, and the risks and uncertainties
identified in the Company's filings with the Securities and Exchange Commission.
-- MORE --
<PAGE>
JPST Reports Fiscal 1997 Results
Page 3
December 18, 1997
JPS TEXTILE GROUP, INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
FOURTH QUARTER ENDED YEAR ENDED
NOV. 1, NOV. 2, NOV. 1, NOV. 2,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net sales $ 117,189 $ 115,380 $ 418,371 $ 448,824
Cost of sales 98,300 100,423 349,844 385,020
------------ ---------- ------------ ------------
Gross profit 18,889 14,957 68,527 63,804
Selling, general & administrative expenses 10,019 10,306 40,744 41,909
Other income (expense) (127) (525) (611) (3,998)
Charges for plant closing, loss on sale of
certain operations, and writedown of
certain long-lived assets 574 -- 574 (30,028)
------------ ---------- ------------ ------------
Operating profit (loss) 9,317 4,126 27,746 (12,131)
Interest expense 1,817 1,857 7,484 7,431
------------ ---------- ------------ ------------
Income (loss) before income taxes 7,500 2,269 20,262 (19,562)
Provision (benefit ) for income taxes 3,199 1,111 8,643 (6,436)
------------ ---------- ------------ ------------
Net income (loss) $ 4,301 $ 1,158 $ 11,619 $ (13,126)
============ ========== ============ ============
Earnings (loss) per common share $ 0.43 $ 0.12 $ 1.16 $ (1.31)
============ ========== ============ ============
Weighted average number of common
shares outstanding 10,000,000 10,000,000 10,000,000 10,000,000
============ ========== ============ ==========
EBITDA $ 11,626 $ 7,196 $ 38,715 $ 32,070
Depreciation 2,308 2,492 9,230 9,235
Amortization of goodwill and excess
reorganization costs 575 578 2,313 2,313
Plant closing, loss on sale of certain operations,
and writedown of certain long-lived assets (574) -- (574) 30,028
Early retirement offer -- -- -- 1,125
Loss on sale of carpet division -- -- -- 1,500
</TABLE>
-- MORE --
<PAGE>
JPST Reports Fiscal 1997 Results
Page 4
December 18, 1997
JPS TEXTILE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Reorganized
Predecessor Company Company
Period from Period from
Year Ended Year Ended Nov. 3, 1996 Oct. 10, 1997
Oct. 28, 1995 Nov. 2, 1996 to Oct. 9, 1997 to Nov. 1, 1997
<S> <C> <C> <C> <C>
Net sales $ 472,565 $ 448,824 $ 379,643 $ 38,728
Cost of sales 406,070 397,804 327,667 31,058
------------- ------------- ------------- -------------
Gross profit 66,495 51,020 51,976 7,670
Selling, general & administrative expenses 39,586 40,579 37,146 2,466
Other income (expense) (6,248) (2,498) (622) 11
Charges for plant closing, loss on sale of certain
operations and writedown of certain long-lived assets -- (30,028) 574 --
------------- ------------- ------------- -------------
Operating profit (loss) 20,661 (22,085) 14,782 5,215
Valuation allowance on Gulistan securities -- (4,242) (5,070) --
Interest income 2,821 2,856 2,744 93
Interest expense (39,946) (40,510) (32,164) (584)
------------- ------------- ------------- -------------
Income (loss) before reorganization items, income taxes,
discontinued operations and extraordinary items (16,464) (63,981) (19,708) 4,724
Reorganization items:
Fair-value adjustments -- -- (4,651) --
Reorganization-related professional fees and expenses -- (2,255) (8,420)
------------- ------------- ------------- -------------
Income (loss) before income taxes, discontinued operations
and extraordinary items (16,464) (66,236) (32,779) 4,724
Provision (benefit) for income taxes 1,200 (300) (8,822) 2,007
------------- ------------- ------------- -------------
Income (loss) before discontinued operations
and extraordinary items (17,664) (65,936) (23,957) 2,717
Discontinued operations:
Loss from discontinued operations 7,079 -- -- --
Loss on sale of discontinued operations, net of taxes 26,241 1,500 -- --
------------- ------------- ------------- -------------
Income (loss) before extraordinary items (50,984) (67,436) (23,957) 2,717
Extraordinary gain on early extinguishment of debt, net of taxes 20,120 -- 100,235 --
------------- ------------- -------------- ------------
Net income (loss) (30,864) (67,436) 76,278 2,717
Senior redeemable preferred stock in-kind dividends
and discount accretion (3,831) (4,505) (3,827) --
------------- ------------- ------------- -------------
Income (loss) applicable to common stock $ (34,695) $ (71,941) $ 72,451 $ 2,717
============= ============= ============= =============
Weighted average number of common shares outstanding 1,000,000 1,000,000 1,000,000 10,000,000
Earnings (loss) per common share:
Income (loss) before discontinued
operations and extraordinary items $ (21.50) $ (70.44) $ (27,78) $ 0.27
Discontinued operations:
Loss from discontinued operations (7.08) -- -- --
Loss on sale of discontinued operations (26.24) (1.50) -- --
------------- ------------- ------------- -------------
Income (loss) before extraordinary items (54.82) (71.94) (27.78) 0.27
Extraordinary gain on early extinguishment of debt 20.12 -- 100.23 --
------------- ------------- ------------- -------------
Net income (loss) $ (34.70) $ (71.94) $ 72.45 $ 0.27
============= ============= ============= =============
</TABLE>
-- MORE --
<PAGE>
JPST Reports Fiscal 1997 Results
Page 5
December 18, 1997
JPS TEXTILE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
NOVEMBER 1, NOVEMBER 2,
1997 1996
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<S> <C> <C>
Assets:
Cash $ 3,888 $ 1,460
Receivables 79,569 75,166
Inventory 44,770 48,374
Sundry current assets 37,085 1,967
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Total current assets 165,312 126,967
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Property, plant and equipment, net 104,554 124,004
Reorganization value in excess of amounts allocable
to identifiable assets, net 45,690 --
Excess of cost over fair value of net assets acquired, net -- 30,506
Deferred income taxes 3,344 --
Other assets 3,481 54,450
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Total assets $ 322,381 $ 335,927
============= =============
Liabilities and Shareholders' Equity (Deficit):
Accounts payable $ 24,353 $ 24,708
Accrued interest 421 9,608
Accrued salaries, benefits and withholdings 9,147 10,440
Other accrued expenses 13,183 13,987
Senior credit facility, revolving line of credit -- 85,639
Current portion of long-term debt 36,076 240,451
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Total current liabilities 83,180 384,833
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Long-term debt 94,891 4,226
Deferred income taxes -- 3,665
Other long-term liabilities 18,263 19,513
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Total liabilities 196,334 412,237
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Senior redeemable preferred stock -- 32,676
Shareholders' equity (deficit):
Junior preferred stock -- 250
Common stock (historical):
Class A, $0.01 par value, 490,000 shares issued and outstanding -- 5
Class B, $0.01 par value, 510,000 shares issued and outstanding -- 5
Common stock (reorganized):
$0.01 par value, 22,000,000 shares authorized, 10,000,000 shares
issued and outstanding 100 --
Additional paid-in capital 123,230 25,108
Retained earnings (deficit) 2,717 (134,354)
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Total shareholders' equity 126,047 (108,986)
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Total liabilities and shareholders' equity $ 322,381 $ 335,927
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--END--
</TABLE>
