<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 March 29, 1997
|_| Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _______ to ________
Commission File Number 33-75510-01; 1-12944
JPS AUTOMOTIVE L.P.
JPS AUTOMOTIVE PRODUCTS CORP.
(State or other Jurisdiction of (IRS Employer Identification
incorporation or Organization) No. 57-1060375
Delaware No. 57-0993690)
Delaware
701 McCullough Drive
Charlotte, NC 28262
Telephone (704) 547-8500
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 |_|.
JPS Automotive L.P. and JPS Automotive Products Corp. meet the conditions set
forth in General Instruction H(1)(a) and (b) of Form 10-Q and are therefore
filing this form with the reduced disclosure format.
As of May 14, 1997, the number of outstanding shares of JPS Automotive Products
Corp. common stock was 100.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands)
Predecessor
Company
-------
Quarter Quarter
Ended Ended
March 29, March 31,
1997 1996
-------- -------
Net sales .................................. $ 74,716 $74,919
Cost of goods sold ......................... 64,970 62,430
-------- -------
Gross profit ............................... 9,746 12,489
Selling, general and administrative expenses 5,388 5,367
-------- -------
Income from operations ..................... 4,358 7,122
Interest expense ........................... 3,195 5,392
Other (income) expense, net ................ (5) 7
Minority interest expense .................. -- 302
-------- -------
Income before income taxes ................. 1,168 1,421
Income tax provision ....................... 614 110
-------- -------
Net income ................................. $ 554 $ 1,311
======== =======
See accompanying notes
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JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
March 29, December 28,
ASSETS 1997 1996
-------- ------------
Current assets:
Cash and cash equivalents $ 4,388 $ 200
Accounts receivable, net ....................... 37,132 36,288
Inventories .................................... 25,810 22,502
Other current assets ........................... 9,524 10,067
-------- --------
Total current assets ......................... 76,854 69,057
-------- --------
Property, plant and equipment, net ................ 85,498 85,764
Goodwill, net ..................................... 125,204 126,206
Other assets ...................................... 10,412 10,878
-------- --------
$297,968 $291,905
======== ========
LIABILITIES AND OWNERS' EQUITY
Current liabilities:
Current portion of long-term debt .............. $ 600 $ 625
Accounts payable ............................... 16,675 15,042
Accrued expenses ............................... 25,280 22,838
-------- --------
Total current liabilities .................... 42,555 38,505
-------- --------
Long-term debt .................................... 113,065 117,556
Other liabilities ................................. 12,819 13,319
Commitments and contingencies .....................
Owners' equity:
General partner ................................ 48,073 48,073
Limited partner ................................ 81,456 74,452
-------- --------
Total owners' equity ....................... 129,529 122,525
-------- --------
$297,968 $291,905
======== ========
See accompanying notes.
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JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Predecessor
Company
-------
Quarter Quarter
Ended Ended
March 29, March 31,
1997 1996
-------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Net income .......................................................... $ 554 $ 1,311
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization .................................. 2,859 3,904
Interest accretion and debt issuance cost
amortization ................................................. (98) 294
Other, net ..................................................... -- 28
Changes in operating assets and liabilities .................... 204 545
------- -------
Net cash provided by operating activities .................... 3,519 6,082
------- -------
INVESTING ACTIVITIES
Capital expenditures ................................................ (1,682) (1,674)
------- -------
Net cash used in investing activities ........................ (1,682) (1,674)
------- -------
FINANCING ACTIVITIES
Repayments of revolving loans ....................................... -- (3,466)
Repayment of long-term debt ......................................... (4,099) (158)
Capital contributions from partners ................................. 6,450 --
------- -------
Net cash provided by (used in) financing activities .......... 2,351 (3,624)
------- -------
Net increase in cash and cash equivalents ........................... 4,188 784
Cash and cash equivalents at beginning of period .................... 200 2,840
------- -------
Cash and cash equivalents at end of period .......................... $ 4,388 $ 3,624
======== ========
</TABLE>
See accompanying notes.
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JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Condensed Consolidated Financial Statements
The condensed consolidated financial statements include the accounts of
JPS Automotive L.P. and its subsidiaries ("JPS Automotive"). In the opinion of
management of JPS Automotive, the accompanying condensed consolidated financial
statements reflect all adjustments considered necessary for a fair presentation
of the consolidated financial position, results of operations and cash flows.
Results of operations for interim periods are not necessarily indicative of
results for the full year. For further information, refer to the consolidated
financial statements and notes thereto included in JPS Automotive's Transition
Report on Form 10-K for the transition period from January 1, 1996 to December
28, 1996.
The 1996 Acquisition
On December 11, 1996, Collins & Aikman Corporation ("C&A"), through its
subsidiaries, acquired JPS Automotive from Foamex International Inc. ("Foamex")
pursuant to an Equity Purchase Agreement dated August 28, 1996, as amended
December 11, 1996 (the "1996 Acquisition"). The purchase price for the 1996
Acquisition was an aggregate of approximately $220 million, subject to
postclosing adjustment, consisting of approximately $195 million of indebtedness
of JPS Automotive and approximately $25 million in cash paid to Foamex.
In the 1996 Acquisition, Collins & Aikman Products Co. ("C&A
Products"), a wholly owned subsidiary of C&A, acquired a .9999% limited
partnership interest in JPS Automotive from Foamex and a 99% limited partnership
interest in JPS Automotive from Foamex - JPS Automotive L.P. ("FJPS"). PACJ,
Inc., a wholly owned subsidiary of C&A Products, acquired a .0001% general
partnership interest in JPS Automotive from JPSGP Inc. ("JPSGP"). Accordingly,
100% of the partnership interests in JPS Automotive are owned by PACJ, Inc. and
C&A Products, which are, respectively, indirect and direct wholly owned
subsidiaries of C&A.
In addition, on December 11, 1996, C&A Products purchased from Seiren
Co. Ltd. and its affiliates for $10 million, the 20% minority interest in
Cramerton Automotive Products, L.P. ("Cramerton") not held by JPS Automotive.
JPS Automotive subsequently acquired the 20% minority interest previously held
by the Seiren entities.
In connection with the 1996 Acquisition, C&A, through its subsidiaries,
acquired approximately $68 million of the Company's outstanding 11-1/8% Senior
Notes due 2001 (the "Senior Notes"), which were subsequently retired by the
Company. In addition, at the time of closing, approximately $15 million of the
Company's outstanding debt was repaid. The Senior Notes formerly held by C&A and
the funds used to repay the Company's outstanding bank indebtedness were
recorded as capital contributions to the Company from C&A and its subsidiaries.
The 1994 Acquisition
JPS Automotive L.P. was formed on May 17, 1994 (JPS Automotive L.P., as
it existed prior to the 1996 Acquisition being hereinafter referred to as the
"Predecessor Company"), for the purpose of acquiring a 100% ownership interest
in JPS Automotive Products Corp. ("Products Corp."), which was purchased for
nominal consideration on May 25, 1994. On June 28, 1994, FJPS and JPSGP, the
owners of a 99% limited partnership interest and a 1% general partnership
interest in the Predecessor Company, respectively, made capital contributions of
approximately $90.0 million to the Predecessor Company which, in turn, made a
capital contribution of approximately $90.0 million to Products Corp. FJPS and
JPSGP were indirect wholly owned subsidiaries of Foamex.
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JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On June 28, 1994, Products Corp. acquired the assets of the automotive
products and industrial fabrics divisions of JPS Textile Group, Inc. ("JPS
Textile") (the "1994 Acquisition"). Effective October 3, 1994, Products Corp.
transferred and assigned substantially all of its assets, subject to
substantially all of its liabilities, to the Predecessor Company, which agreed
to assume such liabilities.
2. Inventories:
The components of inventories consist of:
March 29, December 28,
1997 1996
---------- -----------
Raw materials and supplies $ 6,452 $ 6,185
Work-in-process 11,146 10,199
Finished goods 8,212 6,118
---------- ----------
Total $ 25,810 $ 22,502
========== ==========
3. Goodwill:
Goodwill, representing the excess of purchase price over the fair value
of net assets acquired in the 1996 Acquisition, is being amortized on a
straight-line basis over the period of forty years. Amortization of goodwill for
the first quarter of 1997 was $.8 million. Accumulated amortization at March 29,
1997 was $.9 million. The carrying value of goodwill will be reviewed
periodically based on the nondiscounted cash flows and pretax income over the
remaining amortization periods. Should this review indicate that the goodwill
balance will not be recoverable, JPS Automotive's carrying value of the goodwill
will be reduced. At March 29, 1997, JPS Automotive believes its goodwill of
$125.2 million was fully recoverable.
4. Facility Closing Costs:
In connection with the 1996 Acquisition, C&A has developed preliminary
plans for JPS Automotive to rationalize certain manufacturing locations, as well
as marketing and administrative functions. These plans have not been finalized.
Costs accrued at December 28, 1996, for the shutdown of facilities and severance
and other personnel costs were $2.2 million and $7.0 million, respectively.
During the first quarter of 1997, JPS Automotive expended approximately $.6
million for severance and other personnel costs.
5. Related Party Transactions
At March 29, 1997, C&A Products has pledged the ownership interests in
its significant subsidiaries, including its partnership interest in JPS
Automotive, as security for debt of C&A Products totaling $458.0 million. C&A
Products currently provides general administrative services to JPS Automotive
pursuant to a preexisting Services Agreement assigned to C&A Products by Foamex
(the "Existing Services Agreement"). In addition, in connection with the 1996
Acquisition, C&A has developed preliminary plans for JPS Automotive to
rationalize certain manufacturing locations as well as marketing and
administrative functions. In effecting these plans, C&A and its affiliates
currently contemplate entering into certain arrangements with JPS Automotive and
its affiliates, including (i) the provision by C&A Products pursuant to the
Existing Services Agreement of certain administrative and management functions
previously conducted by JPS Automotive, (ii) the provision by C&A Products of
certain marketing and program management functions to JPS Automotive, (iii) the
purchase from
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JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
and the sale to C&A Products of certain manufacturing assets, (iv) the transfer
of certain automotive programs, or manufacturing responsibility for them, from
JPS Automotive and Cramerton to C&A Products and its subsidiaries and from C&A
Products to JPS Automotive and (v) a guarantee by C&A Products in favor of JPS
Automotive of the value to be received by JPS Automotive for certain idled
assets of JPS Automotive.
Where automotive programs are transferred from C&A Products or JPS
Automotive to the other party, the manufacturer is expected to pay a royalty to
the party that originally obtained the transferred contract or, where
manufacturing responsibility for an automotive program is transferred, the
manufacturer is expected to receive a manufacturing fee based on its costs plus
a predetermined fee. It is expected that any payments made by JPS Automotive in
the case of outsourcing of manufacturing will not exceed JPS Automotive's
current cost to produce such product.
For the quarter ended March 29, 1997, JPS Automotive was charged $1.3
million by C&A Products for certain administrative and management services in
accordance with the Existing Services Agreement. No amounts were paid or accrued
by JPS Automotive for any other current or proposed agreements during the first
quarter of 1997.
Predecessor Company
The Predecessor Company regularly entered into transactions with its
affiliates in the ordinary course of business.
JPS Automotive had a supply agreement (the "Supply Agreement") with
Foamex. Pursuant to the terms of the Supply Agreement, at the option of JPS
Automotive, Foamex purchased certain raw materials which are necessary for the
manufacture of JPS Automotive's products, and would resell such raw materials to
JPS Automotive at a price equal to net cost plus reasonable out of pocket
expenses. During the quarter ended March 31, 1996, JPS Automotive purchased
approximately $22.4 million of raw materials under the Supply Agreement.
6. Commitments and Contingencies:
See "PART II - OTHER INFORMATION, Item 1. Legal Proceedings." The
ultimate outcome of the legal proceedings to which JPS Automotive is a party
will not, in the opinion of JPS Automotive's management based on the facts
presently known to it, have a material adverse effect on the consolidated
financial condition or result of operations of JPS Automotive.
JPS Automotive is subject to various federal, state and local
environmental laws and regulations that (i) affect ongoing operations and may
increase capital costs and operating expenses and (ii) impose liability for the
costs of investigation and remediation and certain other damages related to
on-site and off-site soil and groundwater contamination. JPS Automotive believes
it has obtained or applied for the material permits necessary to conduct its
business. To date, compliance with applicable environmental laws has not had
and, in the opinion of management, based on the facts presently known to it, is
not expected to have a material adverse effect on JPS Automotive's consolidated
financial condition or results of operations.
Although not named as a potentially responsible party for any
environmentally contaminated sites, JPS Automotive has accrued environmental
costs at March 29, 1997, of $4.7 million, $.7 million of which is included in
current liabilities.
Although it is possible that new information or future events could
require JPS Automotive to reassess its potential exposure relating to pending
environmental matters, management believes that, based on the
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JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
facts presently known to it, the resolution of such environmental matters will
not have a material adverse effect on JPS Automotive's consolidated financial
condition or results of operations. The possibility exists, however, that new
environmental legislation may be passed or environmental regulations may be
adopted, or other environmental conditions may be found to exist, that may
require expenditures not currently anticipated which may be material, and there
can be no assurance that JPS Automotive has identified or properly assessed all
potential environmental liability arising from its activities or properties.
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JPS AUTOMOTIVE PRODUCTS CORP.
(A Wholly-Owned Subsidiary of JPS Automotive L.P.)
BALANCE SHEETS
(Unaudited)
March 29, December 28,
1997 1996
----------- -----------
(in thousands)
ASSETS
Current Assets - Cash............................. $ 1 $ 1
=========== ===========
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities ...................................... $ - $ -
----------- -----------
Shareholder's equity:
Common stock, par value $0.01 per share;
10,000,000 shares authorized,
100 shares issued and outstanding........ - -
Additional paid-in capital................... $ 1 $ 1
----------- -----------
Total shareholder's equity............... 1 1
----------- -----------
$ 1 $ 1
=========== ===========
See accompanying notes.
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<PAGE>
JPS AUTOMOTIVE PRODUCTS CORP.
(A Wholly-Owned Subsidiary of JPS Automotive L.P.)
NOTE TO BALANCE SHEETS (Unaudited)
1. Commitments and Contingencies
JPS Automotive Products Corp. ("Products Corp.") is a joint obligor (and
co-registrant) with JPS Automotive L.P. of 11 1/8% senior notes due 2001 with an
outstanding principal balance of $108.1 million as of March 29, 1997.
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JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Pursuant to General Instruction H(2)(a) to Form 10-Q, the following
discussion is a management's narrative analysis of the results of operations
explaining the reasons for material changes in the amount of revenue and expense
items between the most recent fiscal year-to-date period presented and the
corresponding year-to-date period in the preceding fiscal year.
JPS Automotive manufactures and supplies textiles and specialty textile
products for passenger car and light truck production in North America. On June
28, 1994, JPS Automotive acquired the assets of the automotive products and
industrial fabrics divisions of JPS Textile in the 1994 Acquisition. On December
11, 1996, C&A, through its subsidiaries, acquired JPS Automotive from Foamex in
the 1996 Acquisition. The following discussion should be read in conjunction
with the condensed consolidated financial statements and related notes thereto
of JPS Automotive and Products Corp. included in this report.
The consolidated balance sheets as of March 29, 1997 and December 28,
1996, and the consolidated statements of operations and cash flows for the
quarter ended March 29, 1997, pertain to JPS Automotive. The consolidated
statements of operations and cash flows for the quarter ended March 31, 1996,
pertain to the Predecessor Company.
The offering of the JPS Automotive Senior Notes in connection with the
1994 Acquisition substantially increased the overall debt level and interest
expense of JPS Automotive for periods after the 1994 Acquisition. In addition,
Foamex and its affiliates provided JPS Automotive with certain legal,
accounting, auditing and other administrative services pursuant to the terms of
a services agreement between Foamex and its affiliates and JPS Automotive (the
"Existing Services Agreement"). The Existing Services Agreement was transferred
to and assumed by C&A in connection with the 1996 Acquisition. In addition, C&A
is expected to provide a greater level of services than were provided by Foamex.
Therefore, historical amounts for selling, general and administrative expenses
may not be directly comparable to amounts reported by JPS Automotive after the
1996 Acquisition.
QUARTER ENDED MARCH 29, 1997 COMPARED TO QUARTER ENDED MARCH 31, 1996.
CONSOLIDATED RESULTS OF OPERATIONS
Net sales for the first quarter of 1997 were $74.7 million as compared
to $74.9 million in the first quarter of 1996. The $0.2 million decrease in net
sales was primarily due to reduced production in the first quarter of 1997 of
the automobile and light truck builds which JPS Automotive supplies, partially
offset by increased sales of airbag restraint system fabric and specialty
industrial fabrics. First quarter 1996 sales were negatively impacted by the
General Motors Corporation strike in March 1996, which is estimated to have
decreased net sales by approximately $4.0 million.
Gross profit as a percentage of net sales decreased to 13.0% for the
first quarter of 1997 from 16.7% in the comparable quarter of 1996 primarily due
to a shift towards lower margin automobile and light truck programs that began
in the second half of 1996 and continued through the first quarter of 1997.
Selling, general and administrative expenses remained at $5.4 million
for the first quarter of 1997, unchanged from the comparable quarter of 1996.
Interest and debt issuance expense decreased to $3.2 million for the
first quarter of 1997 from $5.4 million in the comparable quarter of 1996
primarily due to the lower overall outstanding debt levels following the 1996
Acquisition. In connection with the 1996 Acquisition, JPS Automotive's revolving
facilities were repaid and terminated and $68.0 million in Senior Notes were
retired.
Other (income) expense, net in the first quarter of fiscal 1997 and
1996 related to sales of fixed assets.
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JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Concluded)
Minority interest expense of $.3 million in the first quarter of fiscal
1996 related to the minority ownership interest in Cramerton. In connection with
the 1996 Acquisition, this minority interest was acquired by C&A Products, and
Cramerton is now 100% owned by JPS Automotive.
Income tax provision for the first quarter of 1997 increased to
$.6 million from $.1 million in the first quarter of 1996 which resulted from
the utilization of deferred tax assets recorded in connection with the 1996
Acquisition.
Net income decreased to $.6 million for the first quarter of 1997 from
$1.3 million in the comparable period in 1996 primarily due to the reasons cited
above.
Liquidity and Capital Resources
JPS Automotive's operating cash requirements consist principally of
working capital requirements, scheduled payments of principal and interest on
its outstanding indebtedness and capital expenditures. JPS Automotive believes
the cash flow from operating activities, cash on hand and periodic capital
contributions and borrowings, if necessary, will be adequate to meet operating
cash requirements. For a discussion of certain arrangements between C&A Products
and JPS Automotive, see Note 5 to the Notes to JPS Automotive's Condensed
Consolidated Financial Statements.
Safe Harbor Statement
This Form 10-Q contains statements which, to the extent they are not
historical fact, constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of Securities Exchange
Act of 1934 (the "Safe Harbor Acts"). All forward-looking statements involve
risks and uncertainties. The forward-looking statements in this Form 10-Q are
intended to be subject to the safe harbor protection provided by the Safe Harbor
Acts.
Risks and uncertainties that could cause actual results to vary
materially from those anticipated in the forward-looking statements included in
this Form 10-Q include industry-based factors such as possible declines in the
North American automobile and light truck build, labor strikes at JPS
Automotive's major customers, changes in consumer taste, dependence on
significant automotive customers, changes in the popularity of particular car
models, the loss of programs on particular car models and the level of
competition in the automotive supply industry, as well as factors more specific
to JPS Automotive, such as the substantial leverage of JPS Automotive and
limitations imposed by the Senior Notes. For a discussion of certain of these
and other important factors which may affect the operations, products and
markets of JPS Automotive, see JPS Automotive's Transition Report on Form 10-K
for the transition period from January 1, 1996 to December 28, 1996, including
without limitation, "Item 1. Business" and "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations," and Notes to
Condensed Consolidated Financial Statements contained therein, and see also JPS
Automotive's other filings with the Securities and Exchange Commission.
Item 3: Quantitative and Qualitative Disclosures About Market Risk.
Omitted pursuant to General Instruction H(2)(c) to Form 10-Q.
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<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There have been no material developments in legal proceedings
involving JPS Automotive or its subsidiaries since those reported, if any, in
JPS Automotive's Transition Report on Form 10-K for the transition period from
January 1, 1996 to December 28, 1996.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
3.1 Certificate of Incorporation of Products Corp. is hereby incorporated
by reference to Exhibit 3.1 of Products Corp.'s Registration Statement
on Form S-1, Registration No. 33-75510.
3.2 By-laws of Products Corp. are hereby incorporated by reference to
Exhibit 3.2 of Products Corp.'s Registration Statement on Form S-1,
Registration No. 33-75510.
3.3 Certificate of Limited Partnership of JPS Automotive is hereby
incorporated by reference to Exhibit 3.3 of Products Corp.'s
Registration Statement on Form S-1, Registration No. 33-75510.
3.4 First Amended and Restated Agreement of Limited Partnership of JPS
Automotive, dated as of June 27, 1994, is hereby incorporated by
reference to Exhibit 3.4 of the Form 10-K of JPS Automotive and
Products Corp. for fiscal 1994.
3.5 Certificate of Amendment of Certificate of Limited Partnership of JPS
Automotive dated December 11, 1996 is hereby incorporated by reference
to Exhibit 3.5 of the Form 10-K of JPS Automotive and Products Corp.
for the transition period from January 1, 1996 to December 28, 1996.
3.6 First Amendment to First Amended and Restated Agreement of Limited
Partnership of JPS Automotive dated as of December 11, 1996 is hereby
incorporated by reference to Exhibit 3.6 of the Form 10-K of JPS
Automotive and Products Corp. for the transition period from January 1,
1996 to December 28, 1996.
3.7 Second Amendment to First Amended and Restated Agreement of Limited
Partnership of JPS Automotive dated as of December 11, 1996, is hereby
incorporated by reference to Exhibit 3.7 of the Form 10-K of JPS
Automotive and Products Corp. for the transition period from January 1,
1996 to December 28, 1996.
4.1 Indenture, between Products Corp. and Shawmut Connecticut, as Trustee,
relating to $180,000,000 principal amount of 11-1/8% Senior Notes due
2001 (the "JPS Automotive Senior Notes"), including form of the JPS
Automotive Senior Note is hereby incorporated by reference to Exhibit
4.2 of Products Corp.'s Registration Statement on Form S-1,
Registration No.
33-75510.
4.2 First Supplemental Indenture, dated as of October 5, 1994, between
Products Corp., JPS Automotive and Shawmut Connecticut, as Trustee,
relating to the JPS Automotive Senior Notes is hereby incorporated by
reference to Exhibit 4.48A of Form 10-Q of JPS Automotive and Products
Corp. for the fiscal quarter ended October 2, 1994.
Certain instruments defining the rights of security holders have been
excluded herefrom in accordance with Item 601(b)(4)(iii) of Regulation
S-K. The Registrants hereby agree to furnish a copy of any such
instrument to the Commission upon request.
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<PAGE>
10.1 Services Agreement, by and between JPS Automotive and Foamex
International is hereby incorporated by reference to Exhibit 10.2 of
Products Corp.'s Registration Statement on Form S-1, Registration No.
33-75510.
10.2 Dunean Reciprocal Easement Agreement by and between JPS Automotive and
JPS Textile is incorporated by reference to Exhibit 10.4 of Products
Corp.'s Registration Statement on Form S-1, Registration No. 33-75510.
10.3 Supply Agreement, by and among Foamex International and certain of its
affiliates and JPS Automotive is incorporated by reference to Exhibit
10.8 of Products Corp.'s Registration Statement on Form S-1,
Registration No. 33-75510.
10.4 Tax-sharing Agreement, by and among JPS Automotive and its partners is
incorporated by reference to Exhibit 10.9 of Products Corp.'s
Registration Statement on Form S-1, Registration No. 33-75510.
10.5 Amended and Restated Agreement of Limited Partnership of Cramerton
Automotive Products, L.P., dated as of December 2, 1994, is
incorporated by reference to Exhibit 10.13 of Product Corp.'s
Registration Statement on Form S-1, Registration No. 33-75510.
10.6 First Amendment to Amended and Restated Agreement of Limited
Partnership of Cramerton Automotive Products, L.P., dated as of June
28, 1994, is hereby incorporated by reference to Exhibit 10.85 of the
Form 10-K of Foamex International Inc. for fiscal 1994.
10.7 Second Amendment to Amended and Restated Agreement of Limited
Partnership of Cramerton Automotive Products, L.P., dated as of October
5, 1994, is hereby incorporated by reference to Exhibit 10.86 of the
Form 10-K of Foamex International Inc.
for fiscal 1994.
10.8 Third Amendment to the Amended and Restated Agreement of Limited
Partnership of Cramerton Automotive Products, L.P., dated as of
December 11, 1996, is hereby incorporated by reference to Exhibit 10.8
of the Form 10-K of JPS Automotive and Products Corp. for the
transition period from January 1, 1996 to December 28, 1996.
10.9 Certificate of Amendment of Certificate of Limited Partnership of
Cramerton dated December 12, 1996, is hereby incorporated by reference
to Exhibit 10.9 of the Form 10-K of JPS Automotive and Products Corp.
for the transition period from January 1, 1996 to December 28, 1996.
10.10 Assignment dated as of December 11, 1996, from Foamex to C&A Products
relating to Services Agreement, is hereby incorporated by reference to
Exhibit 10.10 of the Form 10-K of JPS Automotive and Products Corp. for
the transition period from January 1, 1996 to December 28, 1996.
10.11 Assignment dated as of December 11, 1996, from Foamex-JPS Automotive
L.P. to C&A Products relating to Tax-Sharing Agreement, is hereby
incorporated by reference to Exhibit 10.11 of the Form 10-K of JPS
Automotive and Products Corp. for the transition period from January 1,
1996 to December 28, 1996.
10.12 Assignment dated as of December 11, 1996, from JPSGP, Inc. to C&A
Products relating to Tax-Sharing Agreement, is hereby incorporated by
reference to Exhibit 10.12 of the Form 10-K of JPS Automotive and
Products Corp. for the transition period from January 1, 1996 to
December 28, 1996.
II-2
<PAGE>
10.13 Assignment dated as of December 11, 1996, from Foamex to C&A Products
relating to Supply Agreement, is hereby incorporated by reference to
Exhibit 10.13 of the Form 10-K of JPS Automotive and Products Corp. for
the transition period from January 1, 1996 to December 28, 1996.
10.14 Equity Purchase Agreement by and among JPSGP, Inc., Foamex - JPS
Automotive L.P. and Collins & Aikman Products Co. dated August 28,
1996, is hereby incorporated by reference to Exhibit 2.1 of Collins &
Aikman Corporation's Report on Form 10-Q for the fiscal quarter ended
July 27, 1996.
10.15 Amendment No. 1 to Equity Purchase Agreement by and among JPSGP, Inc.,
Foamex - JPS Automotive L.P., Foamex International Inc. and Collins &
Aikman Products Co. dated as of December 11, 1996, is hereby
incorporated by reference to Exhibit 2.2 of Collins & Aikman
Corporation's Current Report on Form 8-K dated December 10, 1996.
10.27 Financial Data Schedules
- ----------
(b) During the quarter for which this Report on Form 10-Q is filed,
Products Corp. and/or JPS Automotive filed a Report on Form 8-K dated
January 8, 1997, reporting under Item 4 thereof a change in the
Registrants' certifying accountant. No financial statements were filed
with such Report on Form 8-K.
II-3
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrants have duly caused this report to be signed
on their behalf by the undersigned, thereunto duly authorized on the 14th day of
May, 1997.
JPS AUTOMOTIVE L.P.
By: PACJ, Inc.
General Partner
By: /s/ J. Michael Stepp
----------------------------
J. Michael Stepp
Executive Vice President and
Chief Financial Officer
JPS AUTOMOTIVE PRODUCTS CORP.
By: /s/ J. Michael Stepp
----------------------------
J. Michael Stepp
Executive Vice President and
Chief Financial Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
company's consolidated balance sheet and consolidated statement of operations
for the three months ended March 29, 1997 and such is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-27-1997
<PERIOD-END> MAR-29-1997
<CASH> 4,388
<SECURITIES> 0
<RECEIVABLES> 43,310
<ALLOWANCES> 6,178
<INVENTORY> 25,810
<CURRENT-ASSETS> 76,854
<PP&E> 87,835
<DEPRECIATION> 2,337
<TOTAL-ASSETS> 297,968
<CURRENT-LIABILITIES> 42,555
<BONDS> 113,065
0
0
<COMMON> 0
<OTHER-SE> 129,529
<TOTAL-LIABILITY-AND-EQUITY> 297,968
<SALES> 74,716
<TOTAL-REVENUES> 74,716
<CGS> 64,970
<TOTAL-COSTS> 64,970
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,195
<INCOME-PRETAX> 1,168
<INCOME-TAX> 614
<INCOME-CONTINUING> 554
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 554
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from JPS
Automotive Products Corp. and subsidiaries consolidated balance sheet at March
29, 1997 and such is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-27-1997
<PERIOD-END> MAR-29-1997
<CASH> 1
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1
<TOTAL-LIABILITY-AND-EQUITY> 1
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
