FOAMEX INTERNATIONAL INC
8-K, 2000-03-09
PLASTICS FOAM PRODUCTS
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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):  March 2, 2000



                            FOAMEX INTERNATIONAL INC.
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


         Delaware                       0-22624                05-0473908
- --------------------------------------------------------------------------------
(State or other jurisdiction          (Commission             (IRS Employer
of incorporation)                     File Number)          Identification No.)


1000 Columbia Avenue, Linwood, PA                         19061
- --------------------------------------------------------------------------------
(Address of principal executive offices)                (Zip Code)



Registrant's telephone number, including area code (610) 859-3000


                                       N/A
          (Former name or former address, if changed since last report)



<PAGE>




Item 5.  Other Events.

On March 2, 2000, Foamex International Inc. (the "Company") issued a press
release announcing its financial results for the year ended December 31, 1999.

The press release concerning this announcement is filed as an Exhibit hereto and
is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

      (c)  Exhibits.


      Exhibit    Description

         99      Press release of Foamex International Inc., dated March 2, 2000

















                                       2
<PAGE>



                                   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.

Date:  March 9, 2000

                             FOAMEX INTERNATIONAL INC.


                             /s/ John G. Johnson Jr.
                             ----------------------------
                             Name:  John G. Johnson Jr.
                             Title:  President and Chief Executive Officer





Press Release   Contact:     Martha A. Buckley
                             Foamex International Inc.
                             (610) 859-2952

                FOR IMMEDIATE RELEASE


                FOAMEX INTERNATIONAL INC. REPORTS RECORD RESULTS FOR 1999

            --------------------------------------------------------
            o    Record Sales, Operating Income and EBDAIT Reported
            o    Operating Income Before Special Charges Rose 59%
            o    Debt Reduced by $55 million
            --------------------------------------------------------

     LINWOOD, PENNSYLVANIA, March 2, 2000 - Foamex International Inc. (Nasdaq:
     FMXI), the leading manufacturer of flexible polyurethane and advanced
     polymer foam products, today announced record results for the year ended
     December 31, 1999.

         "Nineteen ninety-nine was a year of significant progress and renewed
     pride for Foamex," said John G. Johnson, Jr., President and Chief Executive
     Officer of Foamex. "As a result of the initiatives undertaken this past
     year, we increased sales, reduced expenses, produced record operating
     income and EBDAIT, and generated significant cash from operations to pay
     down debt."

         Net sales for the year were $1,280.0 million, an increase of 2.7% over
     1998 sales of $1,246.4 million. Gross profit rose 16.7% to $180.3 million
     from $154.5 million in 1998. Gross profit as a percent of sales also
     increased to 14.1% in 1999 from 12.4% in 1998.

         SG&A expense for the year decreased by 14.5% to $76.2 million, compared
     with $89.2 million in the prior year, primarily as a result of cost saving
     initiatives implemented during the year.





<PAGE>
                                       2


         The combination of higher sales, increased gross profit and reduced
     expenses resulted in a 59.3% increase in operating income for the year,
     excluding restructuring charges and credits. Income from operations before
     restructuring and other charges and credits rose to $104.1 million in 1999
     from $65.3 million in 1998.

         Foamex recorded restructuring and other charges of $10.5 million in
     1999, principally for severance costs, plant consolidations and closure of
     the company's New York office. In 1998, the company reported income from
     restructuring and other charges of $9.7 million due to the reversal of
     prior years' restructuring charges. Including these charges and credits,
     1999 operating income rose to $93.6 million, a 24.7% increase over 1998
     operating income of $75.0 million.

         Interest and debt issuance expense for 1999 was $72.9 million compared
     with $72.3 million in 1998. The slight increase was due to higher interest
     rates and debt amortization costs, partially offset by the favorable impact
     of $55 million of debt reduction.

         Other income for 1999 was $1.5 million, consisting primarily of a $4.2
     million gain on the sale of the company's aircraft partially offset by
     losses on asset disposals and other costs. Other expense for 1998 was $14.3
     million.

         The 1999 effective tax rate was 11.1% and reflected the partial
     reversal of the deferred income tax asset valuation allowance recognized in
     1998.

         Net income for 1999 was $19.7 million and diluted earnings per share
     were $0.78, compared with a 1998 net loss of $71.8 million or a loss of
     $2.87 per diluted share.

         The company's EBDAIT reached $139.8 million for the year, compared with
     $100.7 million in 1998.

         Commenting on the company's performance for the year, Mr. Johnson
     particularly emphasized the strong working capital improvement and the
     significant cash generated from operations. "We worked very hard to manage
     the assets employed in running our business. When combined with our strong
     operating results, we decreased accounts payable and reduced debt by a
     total of $117.8 million."




<PAGE>


                                        3

     Fourth Quarter Performance

         Net sales for the fourth quarter were $317.2 million, an increase of
     4.6% over the $303.1 million reported in the prior year period. Gross
     profit was $44.1 million, or 13.9% of sales, compared with a loss of $1.4
     million in the fourth quarter of 1998. Included in the fourth quarter of
     1999 was $1.8 million in settlement of a business interruption claim, which
     offset costs incurred in the first three-quarters of 1999 related to a 1998
     fire in Orlando.

         Fourth quarter 1999 SG&A expenses decreased to $19.5 million from $20.3
     million in the prior year period. This was the result of cost reductions
     implemented during the year, partially offset by increased employee
     incentive compensation costs.

         Operating income, including restructuring and other charges of $0.4
     million, was $24.3 million. The company's loss from operations of $12.7
     million in the fourth quarter of 1998 included a net credit of $9.0
     million, primarily due to the reversal of prior years' restructuring
     charges.

         Interest and debt issuance expense for the quarter was $18.8 million,
     versus $19.1 million during the comparable period in 1998, due to reduced
     debt levels offset by higher interest rates and debt amortization costs.

         Other expense was $1.1 million for the fourth quarter of 1999,
     primarily due to losses on the disposal of fixed assets. Other expense was
     $9.4 million in the fourth quarter of 1998.

         Net income for the quarter was $4.4 million or $0.17 per diluted share,
     compared with a 1998 net loss of $87.6 million or a loss of $3.50 per
     diluted share.

         Commenting on the company's results, Mr. Johnson said, "Our performance
     reflects the positive impact of the initiatives we have taken throughout
     1999 to increase sales and decrease expenses, and reinforces my confidence
     in the long-term viability and growth potential of this company."

         He also praised the dedication and loyalty demonstrated by Foamex
     employees. "I am extremely proud of the 5,900 people who responded to the
     challenges of the past year," Mr. Johnson said. "Together, we have
     established a strong foundation, and we expect our positive momentum to
     continue into fiscal 2000 and beyond, as we execute our growth strategy and
     achieve our vision of becoming the premier global company in our industry.


<PAGE>


                                        4

         Foamex also announced today the appointment of David J. Prilutski, 46,
     as Acting Chief Financial Officer. Mr. Prilutski succeeds William R. Lewis,
     who has served as Interim CFO on a consulting basis since October 1999. Mr.
     Prilutski joined Foamex earlier this year in the newly-created position of
     Senior Vice President, Planning. He will continue in that role in addition
     to his responsibilities as Acting CFO. "Our search for a Chief Financial
     Officer has been slowed by the uncertainty associated with the potential
     change in ownership of the company," Mr. Johnson noted. "However, we have
     identified several excellent candidates and believe we will have a strong
     executive in the role within the next several months." In announcing Lewis'
     departure, Mr. Johnson said, "Bill has made an important and valuable
     contribution to our company over the past four months, and we wish him well
     in his future endeavors."

         Foamex, headquartered in Linwood, Pennsylvania, is the world's leading
     producer of comfort cushioning for bedding, furniture, carpet cushion and
     automotive markets. The company also manufactures high-performance polymers
     for diverse applications in the industrial, aerospace, electronics and
     computer industries as well as filtration and acoustical applications for
     the home. For more information visit the Foamex web site at
     http://www.foamex.com.

         This press release contains forward-looking information, and actual
     results may materially vary from those expressed or implied herein. Factors
     that could affect these results include those mentioned in the Company's
     10-K and 10-Qs filed with the Securities and Exchange Commission.



<PAGE>

                                        5

                   Foamex International Inc. and Subsidiaries
                      Consolidated Statement of Operations
                                  ($ Thousands)
<TABLE>
<CAPTION>
                                                        4th Quarter
                                                        Comparative                           Year Comparative
                                                  1999               1998(a)               1999             1998
<S>                                             <C>                 <C>               <C>                <C>
Net Sales                                       $317,152            $303,117          $1,279,993         $1,246,396
Gross Profit                                      44,121              (1,350)            180,308            154,505
Selling, General & Administrative Expenses        19,469              20,316              76,247             89,171
Restructuring and Other Charges (Credits)            379              (8,998)             10,491             (9,698)
                                                 -------            --------            --------           --------
Income (Loss) from Operations                     24,273             (12,668)             93,570             75,032
Interest and Debt Issuance Expense                18,797              19,085              72,908             72,295
Other Income (Expense)                            (1,089)             (9,403)              1,516            (14,348)
                                                 -------            --------            --------           --------
Income (Loss) from  Continuing  Operations         4,387             (41,156)             22,178            (11,611)
  Before Income Taxes
Provision (Benefit) for Income Taxes                 (11)             46,426               2,462             58,242
                                                 -------            --------            --------           --------
Income (Loss) from Continuing Operations           4,398             (87,582)             19,716            (69,853)
Extraordinary Loss on Early Extinguishment            --                  --                  --             (1,917)
                                                 -------            --------            --------           --------
Net Income (Loss)                                 $4,398            $(87,582)            $19,716           $(71,770)
                                                 =======           =========            ========           ========

EBDAIT (b)                                       $34,630            $(11,905)           $139,811           $100,719
                                                 =======           =========            ========           ========

</TABLE>



Notes appear on page 7.

                                     -more-


<PAGE>
                                        6

                   Foamex International Inc. and Subsidiaries
                      Consolidated Statement of Operations
                         ($ Thousands, except EPS data)
                                   (Continued)
<TABLE>
<CAPTION>
                                                            4th Quarter
                                                            Comparative                        Year Comparative
                                                       1999             1998(a)             1999              1998
                                                      ------            ------             ------            ------
<S>                                                    <C>              <C>                 <C>              <C>
Basic Earnings (Loss) Per Share:
  Income (Loss) from Continuing Operations             $0.18            $(3.50)             $0.79            $(2.79)
Extraordinary Loss on Extinguishment of                   --                --                 --             (0.08)
                                                      ------            ------             ------            ------
    Debt, Net of Income Taxes
  Earnings (Loss) Per Share                            $0.18            $(3.50)             $0.79            $(2.87)
                                                      ======            ======             ======            ======
  Weighted Average Shares Outstanding                 25,054            25,015             25,053            24,996
                                                      ======            ======             ======            ======
Diluted Earnings (Loss) Per Share:
  Income (Loss) from Continuing Operations             $0.17            $(3.50)             $0.78            $(2.79)
  Extraordinary Loss on Extinguishment of                 --                --                 --             (0.08)
                                                      ------            ------             ------            ------
    Debt, Net of Income Taxes

  Earnings (Loss) Per Share                            $0.17            $(3.50)             $0.78            $(2.87)
                                                       =====           =======              =====           =======

  Weighted Average Shares Outstanding                 25,338            25,015             25,256            24,996
                                                       =====           =======              =====           =======
</TABLE>



Notes appear on page 7.

                                     -more-


<PAGE>

                                        7

                                   Foamex L.P.
                      Selective Comparative Financial Data
                                  ($ Thousands)
<TABLE>
<CAPTION>
                                                                      4th Quarter
                                                                      Comparative                   Year Comparative
                                                                  1999           1998(a)          1999             1998
<S>                                                             <C>             <C>            <C>             <C>
Net Sales                                                       $295,754        $284,354       $1,190,679      $1,155,918
Income (Loss) from Operations                                     20,311         (13,518)          84,247          65,508
% of Sales                                                          6.9%              --              7.1%            5.7%
EBDAIT(b)                                                        $30,401        ($14,431)        $127,658         $87,041
% of Sales                                                         10.3%              --             10.7%            7.5%
</TABLE>

Notes to Consolidated Statements of Operations and Selective Comparative
Financial Data


a)   1998 results have been restated to conform to the amended Form 10-Q filings
     for Foamex International Inc. and Foamex L.P.

b)   EBDAIT consists of earnings before depreciation, amortization, interest,
     income taxes, restructuring and other charges and non-operating income and
     expense. EBDAIT is not intended to represent cash flow for the period.





                                      ####




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