SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from JANUARY 1, 1996, to DECEMBER 28, 1996
Commission file numbers: 33-75510-01; 1-12944
JPS AUTOMOTIVE L.P.
JPS AUTOMOTIVE PRODUCTS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 57-1060375
DELAWARE 57-0993690
- -------------------------------------------- ---------------------------
(State or other Jurisdiction of (I.R.S. Employer
incorporation or Organization) Identification Number)
701 MCCULLOUGH DRIVE, CHARLOTTE, NC 28262
- -------------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 547-8500
Securities registered pursuant to Section 12(b) of the Act:
11-1/8% SENIOR NOTES DUE 2001, WHICH ARE TRADED
ON THE NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrants (1) have 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 periods that the
registrant was required to file such reports), and (2) have been subject to such
filing requirements for the past 90 days. YES NO X (See Note in the Index
hereto)
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
None of the voting securities of JPS Automotive L.P. or JPS Automotive
Products Corp. is held by non-affiliates.
As of April 10, 1997, there were 100 shares of JPS Automotive Products
Corp. common stock outstanding.
JPS Automotive L.P. and JPS Automotive Products Corp. meet the
conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K
(formerly, General Instruction (J)(1)(a) and (b) of Form 10-K) and are therefore
filing this form with the reduced disclosure format.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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JPS AUTOMOTIVE L.P.
JPS AUTOMOTIVE PRODUCTS CORP.
FORM 10-K
TRANSITION PERIOD FROM JANUARY 1, 1996, TO DECEMBER 28, 1996
INDEX
<TABLE>
<CAPTION>
10-K
PAGE
<S> <C> <C> <C>
PART I
Item 1. Business (A) 4
Item 2. Properties (A) 8
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders (A) 8
PART II
Item 5. Market for Registrants' Common Equity and Related Stockholder Matters
9
Item 6. Selected Financial Data (A) 9
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (A) 9
Item 8. Financial Statements and Supplementary Data 12
Item 9. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure 13
PART III
Item 10. Directors and Executive Officers of the Registrants (A) 13
Item 11. Executive Compensation (A) 13
Item 12. Security Ownership of Certain Beneficial Owners and Management (A)
13
Item 13. Certain Relationships and Related Transactions (A) 13
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
14
</TABLE>
(A) Omitted or amended as all of the equity securities of the Registrants are
owned indirectly by Collins & Aikman Corporation and the Registrants
therefore meet the Conditions set forth in General Instructions I(1)(a)
and (b) (formerly General Instructions J(1)(a) and (b)) of Form 10-K and
are filing this Form with reduced disclosure format.
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** Collins & Aikman Corporation ("C&A") has been informed by Foamex
International, Inc., from whom C&A acquired the Registrants, that prior to
the acquisition by C&A, Foamex inadvertently failed to list JPS Automotive
Products Corp. as a co-registrant and joint filer on the EDGAR submission
page for the 1996 first quarter, second quarter and third quarter 10-Q
filings of JPS Automotive L.P. and JPS Automotive Products Co. (although the
cover page for such filings listed both of the Registrants and both of the
Registrants executed such filings). Such 10-Q filings were timely made. By
letter to the Securities and Exchange Commission dated February 4, 1997,
counsel for Foamex requested that the filings be amended to include the
joint filer for whom information was inadvertently omitted. To the
Registrants' knowledge, no response on such request has been received as of
the date of the filing of this Form 10-K.
The Registrants will furnish a copy of any exhibit to this Form 10-K upon the
request in writing of any holder of 11-1/8% Senior Notes due 2001 and upon the
payment of a fee equal to the Registrants' reasonable expenses in furnishing
such exhibit.
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PART I
ITEM 1. BUSINESS
Response to Item 1 of Form 10-K is in accordance with General Instruction
I(2)(d) to Form 10-K.
GENERAL
JPS Automotive L.P. ("JPS Automotive") operates in the automotive textile
segment and manufactures and supplies a complete line of automotive textile and
specialty textile products in North America. JPS Automotive's products include
molded floor carpet systems, seating upholstery fabric ("bodycloth"), headliner
fabric, airbag fabric, and interior and trunk trim components. JPS Automotive
supplies domestic original equipment manufacturers ("OEMs"), including General
Motors ("GM"), Chrysler, and Ford, as well as the domestic operations of certain
foreign OEMs ("Transplant OEMs" and collectively with domestic OEMs, "OEMs"),
including Honda, Mazda, Mitsubishi, Nissan, NuMMI (a joint venture between GM
and Toyota), Subaru and Toyota.
JPS Automotive was formed as a Delaware limited partnership on May 17, 1994, for
the purpose of acquiring a 100% ownership interest in JPS Automotive Products
Corp. ("Products Corp."). Products Corp. was incorporated on February 18, 1994,
for the purpose of acquiring the business and assets of the automotive products
and industrial fabrics divisions of JPS Textile Group Inc. ("JPS Textile"),
which acquisition was completed in June 1994 (the "1994 Acquisition"). Products
Corp. was acquired by JPS Automotive for nominal consideration on May 25, 1994.
Effective October 3, 1994, Products Corp. transferred and assigned substantially
all of its assets, subject to substantially all of its liabilities, to JPS
Automotive, which agreed to assume such assets and liabilities. Prior to
December 11, 1996, JPS Automotive was owned by Foamex International Inc.
("Foamex International") and its subsidiaries.
On December 11, 1996, Collins & Aikman Corporation ("C&A"), through its
subsidiaries, acquired JPS Automotive from Foamex International pursuant to an
Equity Purchase Agreement dated August 28, 1996, as amended December 11, 1996
(the "1996 Acquisition"). C&A is a major supplier of textile and plastic
interior trim products and convertible top systems to the North American
automotive industry. 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 to Foamex International.
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 International and a 99% limited partnership
interest in JPS Automotive from Foamex - JPS Automotive L.P., a Delaware limited
partnership controlled by Foamex International. PACJ, Inc., a wholly owned
subsidiary of C&A Products, acquired a .0001% general partnership interest in
JPS Automotive from JPSGP Inc., a subsidiary of Foamex International.
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.
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On December 11, 1996, C&A also purchased from Seiren Co. Ltd. and its affiliates
for $10 million a minority interest in Cramerton Automotive Products, L.P. and
Cramerton Management Corporation, which are JPS Automotive subsidiaries. 100% of
Cramerton Automotive Products, L.P. and Cramerton Management Corporation are now
owned, directly or indirectly, by C&A.
The principal executive offices of JPS Automotive are located at 701 McCullough
Drive, Charlotte, North Carolina 28262 and its telephone number is (704)
547-8500.
References in this report to JPS Automotive means JPS Automotive L.P. and, where
relevant, its subsidiaries.
AUTOMOTIVE TEXTILES
JPS Automotive manufactures and distributes automotive textiles geared to
satisfy the specific needs of its customers. JPS Automotive distributes
automotive textile products to domestic OEMs, including GM, Chrysler and Ford,
as well as Transplant OEMs, including Honda, Toyota, Nissan, Mazda and
Mitsubishi. Many of these relationships allow JPS Automotive to participate in
the design phase of new products and new applications for existing products.
PRODUCTS
JPS Automotive manufactures three principal product types: automotive carpet and
trim; interior fabric; and synthetic fabric, which includes airbag restraint
system fabric and specialty industrial fabrics.
AUTOMOTIVE CARPET AND TRIM
JPS Automotive's carpet products are sold as (i) complete molded floor systems,
(ii) cut and/or molded interior trim and trunk parts and (iii) roll goods in
bulk quantities. The floor systems and cut parts are sold directly to OEMs
pursuant to supply arrangements for individual vehicle platforms. Such
arrangements generally remain in place for the life of a vehicle platform, and
in many cases, through a platform's redesign. As OEMs redesign vehicles on an
ongoing basis, JPS Automotive has the opportunity to procure or retain business
on the new or redesigned models. JPS Automotive's rolled carpet goods are sold
to other automotive suppliers who then incorporate these goods into their
products. Roll goods are typically sold pursuant to one-year contracts.
Molded floor carpet systems typically consist of tufted carpet made with either
spun or bulk continuous filament nylon, intercoated with either a polyethylene
backing or an engineered extruded thermo plastic referred to as Mass Back
System. This backing, when heated, allows the carpet to be molded to the shape
of the vehicle's interior. After molding, the carpet is trimmed, typically with
a high speed robotic device, to fit the exact dimensions of the vehicle's
interior. Additional features are then added, such as vinyl heel pads, plastic
protective covers and acoustical insulation. Due to its insulating and
acoustical properties, the Mass Back System has evolved into what JPS Automotive
believes to be the premier floor covering system for vehicles sold in the United
States.
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JPS Automotive's trunk trim products consist of one piece, complete molded trunk
inserts and full trunk coverings comprised of three to six individual parts.
Because these products are placed in areas which experience less wear, they are
typically constructed of needlepunched carpet, a material which is normally
lighter in weight than tufted carpet. Trunk products typically use a different
backing than molded floor products.
Interior trim parts typically include door trim, instrument panel trim, console
trim, seat trim, floor mats, truck center floor and van rear floors. These can
be manufactured from either tufted or needlepunched carpet and have a variety of
backings, including latex, polyethylene, mass back or pressure sensitive
adhesive. Rolls of tufted carpet are supplied by JPS Automotive to other
automotive component suppliers, which incorporate the carpet into their own
products. Such suppliers use JPS Automotive's carpet in order to match their
products to the interior of particular vehicles for which JPS Automotive may
supply the molded floor carpet system or some other component.
INTERIOR FABRIC
JPS Automotive sells bodycloth and headliner fabric to other automotive
suppliers, which cut, sew and fabricate it for vehicle installation. In the case
of bodycloth, JPS Automotive's fabric is specified by the OEM, but JPS
Automotive's contract (typically for two to three years) is usually with the
fabricator and parallels the contract between the OEM and the fabricator with
respect to certain aspects such as timing, product specifications and quantity.
JPS Automotive's principal upholstery fabric customers, the Transplant OEMs,
typically demand high-end automotive fabric products with respect to
construction, weight and styling. OEMs typically do not specify a certain
company's headliner fabric, but rather specify fabric type or construction when
awarding headliner system contracts to fabricators.
AIRBAG RESTRAINT SYSTEM FABRIC
JPS Automotive sells its airbag fabric either directly to a systems
manufacturer, or in some cases to an airbag fabricator which sells a sewn airbag
to the systems manufacturer. Because driver-side fabric is coated prior to
fabrication into airbags, JPS Automotive also sells fabric to coating companies,
which then resell the coated fabric to either fabricators or systems
manufacturers. Fabric for airbag restraint systems is subject to stringent
certification standards set by the manufacturers of the airbag modules. Sales
are either made against purchase orders or releases on open purchase orders, or
pursuant to short-term supply contracts of up to 12 months. The largest
manufacturers of airbag restraint systems (which include the airbag, crash
sensor and inflator) are TRW, Morton International, and Allied Signal, all of
which use JPS Automotive's airbag fabric. A predecessor of JPS Automotive
developed the industry's first airbag restraint system fabric in 1969.
SPECIALTY INDUSTRIAL FABRICS
JPS Automotive manufactures a wide array of specialty synthetic fabrics for
industrial uses. These fabrics include filtration fabrics used in the aluminum,
coal, steel, cement, clay and brewing industries and woven fabrics for use by
manufacturers of coated and laminated products, such as tarpaulins and awnings.
Sales are made against purchase orders or releases on open purchase orders or
pursuant to short-term supply contracts of up to 12 months.
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MARKETING AND SALES
JPS Automotive has developed the ability to provide its customers, which include
both OEMs and independent OEM suppliers, with integrated product systems and
design innovation programs which management believes reduce costs and enhance
value. JPS Automotive currently has a marketing and sales force of 30 employees.
Marketing and sales forces for JPS Automotive's automotive carpet operations are
in the process of being rationalized, whereby JPS Automotive will have access to
C&A's marketing, sales, design and engineering capabilities. See Note 10 to JPS
Automotive Consolidated Financial Statements.
MANUFACTURING AND RAW MATERIALS
JPS Automotive believes its facilities are adequate to meet its current
production requirements. Manufacturing operations are currently conducted at
seven facilities with a total of approximately 2.7 million square feet. The
rationalization of the manufacturing and other facilities of JPS Automotive
following its acquisition by C&A may result in the closing of certain of these
facilities. See Note 2 to the JPS Automotive Consolidated Financial Statements.
The principal raw materials used by JPS Automotive are carpet fibers (nylon,
polyester and polypropylene), primary carpet backing and extrusion coating
materials and other nylon and polyester fibers for knitting and weaving. Many of
JPS Automotive's products contain branded raw materials specified by the
customer and any substitution of such raw materials would have to be made in
consultation with the customer. JPS Automotive purchases its raw materials from
a few large suppliers; however, JPS Automotive believes there are readily
available substitute sources of supply for its raw materials should the need for
alternate sources arise. The price of man-made fibers, such as nylon and
polyester, is influenced by demand, manufacturing capacity and polymer and
petroleum prices.
EMPLOYEES
As of December 28, 1996, JPS Automotive employed 2,059 persons, with 1,969
involved primarily in engineering, research, development, manufacturing and
production, 60 involved in administration and 30 involved in marketing and
sales. JPS Automotive considers relations with its employees to be generally
good.
COMPETITION
The market for JPS Automotive's products is highly competitive. Competition is
based primarily on price, quality of products and service. Although some of JPS
Automotive's competitors are larger and have more financial resources,
management believes none of its competitors offers a more complete line of
automotive textiles.
PATENTS AND TRADEMARKS
JPS Automotive believes its business is not dependent upon any individual
patent, trademark or tradename.
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RESEARCH AND DEVELOPMENT
JPS Automotive has always maintained an active design and development effort
geared toward new or enhanced products. Management believes that these
capabilities will be enhanced by JPS Automotive's ownership by C&A as a result
of the 1996 Acquisition. JPS Automotive believes its competitive position has
been enhanced as OEMs have transferred more responsibility for the design and
development of textiles to their suppliers.
AGREEMENTS WITH AFFILIATES
For a discussion of certain agreements and proposed agreements between C&A
Products and JPS Automotive, see Note 10 to JPS Automotive Consolidated
Financial Statements.
ITEM 2. PROPERTIES
Response to Item 2 of Form 10-K is in accordance with General Instruction
I(2)(d) to Form 10-K.
JPS Automotive conducts its operations through seven manufacturing facilities,
six of which are owned and one of which is leased. On March 10, 1997, JPS
Automotive announced its intention to close its Port Huron, Michigan, facility
effective midnight May 3, 1997. JPS Automotive maintains its executive offices
in Charlotte, North Carolina. Floor space at the seven manufacturing facilities
totals approximately 2.7 million square feet, 97% of which is owned and 3% of
which is leased.
ITEM 3. LEGAL PROCEEDINGS
From time to time, JPS Automotive is involved in various legal proceedings.
Management believes that such proceedings are routine in nature and incidental
to the conduct of its business, and that none of such proceedings, if determined
adversely to JPS Automotive, would have a material adverse effect on the
consolidated financial condition or results of operations of JPS Automotive.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Omitted pursuant to General Instruction I(2)(c) to Form 10-K.
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PART II
ITEM 5. MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
JPS Automotive is a privately held company with no established public trading
market for its equity securities. The equity securities are held by two wholly
owned subsidiaries of C&A. JPS Automotive Products Corp. is a wholly owned
subsidiary of JPS Automotive.
The indenture governing the 11-1/8% Senior Notes due 2001 (the "JPS Automotive
Senior Notes") generally prohibits JPS Automotive from making certain restricted
payments and investments (generally, dividends and distributions on its equity
interests; purchases or redemptions of its equity interests; purchases of any
indebtedness subordinated to the JPS Automotive Senior Notes and investments
other than as permitted) ("JPS Automotive Restricted Payments") unless (i) there
is no default under the JPS Automotive Senior Notes indenture, (ii) after giving
pro forma effect to the JPS Automotive Restricted Payment, JPS Automotive would
be permitted to incur at least $1.00 of additional indebtedness under the
indenture's general test for the incurrence of indebtedness which is a specified
ratio (currently 2.5 to 1.0) of cash flow to interest expense and (iii) the
aggregate of all JPS Automotive Restricted Payments from the issue date is less
than a specified threshold (based, generally, on 50% of JPS Automotive's
cumulative consolidated net income since the issue date plus 100% of the
aggregate net cash proceeds of the issuance by JPS Automotive of certain equity
and convertible debt securities and cash contributions to JPS Automotive) (the
"JPS Automotive Restricted Payments Tests"). These conditions were satisfied
immediately following the closing of the 1996 Acquisition and as of December 28,
1996. The JPS Automotive Restricted Payments Tests are subject to a number of
significant exceptions.
During fiscal years 1996 and 1995, JPS Automotive made no distributions to its
partners.
ITEM 6. SELECTED FINANCIAL DATA
Omitted pursuant to General Instruction I(2)(a) to Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Pursuant to General Instruction I(2)(a) to Form 10-K, 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 presented and the fiscal year immediately preceding
it.
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 International
in the 1996 Acquisition. The following discussion should be read in conjunction
with the consolidated and combined financial statements and related notes
thereto of JPS Automotive and Products Corp. included in this report.
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The consolidated balance sheet as of December 28, 1996, and consolidated
statements of operations, cash flows and owners' equity for the period from
December 12, 1996, to December 28, 1996, pertain to JPS Automotive. The
consolidated balance sheet as of December 31, 1995, and consolidated statements
of operations, cash flows and owners' equity for the period from January 1,
1996, to December 11, 1996, and for the year ended December 31, 1995, pertain to
JPS Automotive, as it existed following the 1994 Acquisition and prior to the
1996 Acquisition (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
International 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 International and its affiliates and JPS
Automotive (the "JPS Automotive Services Agreement"). The JPS Automotive
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 International. Therefore, historical
amounts for selling, general and administrative expenses may not be directly
comparable to amounts reported by JPS Automotive after the 1996 Acquisition.
THE COMBINED PERIOD FROM DECEMBER 12, 1996, TO DECEMBER 28, 1996 (JPS
AUTOMOTIVE), AND JANUARY 1, 1996, TO DECEMBER 11, 1996 (PREDECESSOR COMPANY)
(THE "1996 COMBINED PERIOD"), COMPARED TO FISCAL YEAR 1995
JPS Automotive has presented management's discussion and analysis of the 1996
Combined Period against the most recent full fiscal year of the Predecessor
Company, as JPS Automotive believes that the data is comparable and that a
recasting of the data to provide a comparison of the comparable calendar periods
would be unduly burdensome. Management believes that there are no seasonal or
other factors which are not discussed in this report which materially affect the
comparability of the 1996 Combined Period and the 1995 fiscal year of the
Predecessor Company.
NET SALES
Net sales for the 1996 Combined Period were $290.3 million compared to $312.1
million in 1995. The $21.8 million or 7.0% decrease in net sales was primarily
due to (i) the expiration of certain automobile programs, including the "25
program" with Chrysler, (ii) the reduced demand for or slow start of new
automobile programs and certain replacement programs retained by JPS Automotive
and (iii) the impact of labor strikes at General Motors during the period.
JPS Automotive's customers are predominantly automotive original equipment
manufacturers or other automotive suppliers. As such, the sales of a substantial
portion of JPS Automotive's products are directly related to the overall level
of passenger car and light truck production in North America. The automotive
industry is cyclical in nature and is subject to changes in economic conditions.
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GROSS PROFIT
Gross profit as a percentage of net sales for the 1996 Combined Period was 15.5%
as compared to 17.6% for 1995. Gross profit as a percentage of sales declined as
a result of competitive price pressures and underutilization of manufacturing
capacities as a result of reduced net sales volumes.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses as a percentage of sales increased
to 8.2% in the 1996 Combined Period from 7.6% in 1995. The increase is due to
the reduction in net sales for the comparable periods. Selling, general and
administrative expenses in the 1996 Combined Period increased $0.1 million from
1995.
INTEREST EXPENSE
Interest expense decreased to $21.0 million for the 1996 Combined Period
compared with $22.4 million in 1995. The decline in interest expenses relates to
lower overall outstanding balances under the Company's revolving facilities
(which were paid off and terminated in connection with the 1996 Acquisition)
and, to a lesser extent, the impact of the Company's interest rate swap
agreement and the retirement of $68.0 million in JPS Automotive Senior Notes
following the 1996 Acquisition.
OTHER INCOME (EXPENSE), NET
Other income (expense), net was a net expense of $5.0 million for the 1996
Combined Period as compared to income of $0.3 million in 1995. The expense was
due primarily to fixed asset impairments amounting to $4.5 million in the 1996
Combined Period.
MINORITY INTEREST
Minority interest was a benefit $0.6 million in the 1996 Combined Period
compared to a charge of $0.4 million in 1995, due to losses incurred at
Cramerton resulting primarily from fixed asset impairments.
INCOME TAXES
Income taxes for the 1996 Combined Period reflected a benefit of $25,000
compared to an expense of $30,000 in 1995. For periods prior to the 1996
Acquisition, the Predecessor Company was taxed as a partnership and, therefore,
was not subject to federal and state income taxes except in states assessing tax
on other than an income basis. Immediately prior to the 1996 Acquisition, JPS
Automotive was converted into an association that is taxable as a corporation.
Accordingly, the Company's losses for the period from December 12, 1996, to
December 28, 1996, have been reduced by the estimated tax benefit reflecting the
pushdown of JPS Automotive's impact on the consolidated tax position of C&A.
NET INCOME (LOSS)
Due to the foregoing, net loss for the 1996 Combined Period was $4.4 million
compared to net income of $8.5 million in 1995.
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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 will be adequate to meet operating cash
requirements. For a discussion of certain agreements and proposed agreements
between C&A Products and JPS Automotive, see Note 10 to JPS Automotive
Consolidated Financial Statements.
SAFE HARBOR STATEMENT
This Form 10-K 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-K 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-K
include 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, the level
of competition in the automotive supply industry, the substantial leverage of
JPS Automotive and limitations imposed by the debt facilities of JPS Automotive.
For a discussion of certain of these and other important factors which may
affect the operations, products and markets of JPS Automotive, see "ITEM 1.
BUSINESS" and the above discussion in this "ITEM 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," and Notes to
Consolidated and Combined Financial Statements and see also JPS Automotive's
other filings with the Securities and Exchange Commission.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the Consolidated and Combined Financial Statements of JPS Automotive and
subsidiaries and Products Corp. included herein and listed on the indices to the
Consolidated and Combined Financial Statements and Financial Statement Schedule
as set forth in Item 14 of this Form 10-K.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On January 8, 1997, JPS Automotive dismissed Coopers & Lybrand L.L.P.
("Coopers") as independent accountants for itself and its subsidiaries,
including Products Corp. Coopers' report on the financial statements of JPS
Automotive and its subsidiaries for either of the past two years did not contain
an adverse opinion or a disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope or accounting principles. The decision to change
accountants was approved by the Board of Directors of PACJ, Inc., the general
partner of JPS Automotive. During JPS Automotive's two most recent fiscal years
and subsequent interim periods preceding such dismissal, there were no
disagreements with Coopers on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure. On January 8,
1997, JPS Automotive retained Arthur Andersen LLP to act as independent
accountant for itself and its subsidiaries, including Products Corp. Arthur
Andersen LLP has served as independent accountant for C&A and its subsidiaries
since C&A's inception in 1988.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
Omitted pursuant to General Instruction I(2)(c) to Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Omitted pursuant to General Instruction I(2)(c) to Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Omitted pursuant to General Instruction I(2)(c) to Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Omitted pursuant to General Instruction I(2)(c) to Form 10-K.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements
The financial statements listed in the accompanying Index to
Consolidated and Combined Financial Statements are filed as part of
this Report on Form 10-K
(b) Reports on Form 8-K
During the last quarter of the period covered by this Report on Form
10-K, the Registrants filed the following reports on Form 8-K:
(1)Report on Form 8-K dated December 11, 1996, reporting under
Item 1 thereof the acquisition of the Registrants by C&A.
(c) Exhibits
2.1 - 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
2.2 - 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
3.1 - Certificate of Incorporation of Products Corp. is
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. is 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 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 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
3.6 - First Amendment to First Amended and Restated
Agreement of Limited Partnership of JPS Automotive
dated as of December 11, 1996
14
<PAGE>
3.7 - Second Amendment to First Amended and Restated
Agreement of Limited Partnership of JPS Automotive
dated as of December 11, 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
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
10.1 - Services Agreement, by and between JPS Automotive
and Foamex International is 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, 1991, is
incorporated by reference to Exhibit 10.13 of
Products 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
10.9 - Certificate of Amendment of Certificate of Limited
Partnership of Cramerton dated December 12, 1996
15
<PAGE>
10.10 - Assignment dated as of December 11, 1996, from
Foamex to C&A Products relating to Services
Agreement
10.11 - Assignment dated as of December 11, 1996, from
Foamex-JPS Automotive L.P. to C&A Products
relating to Tax-Sharing Agreement
10.12 - Assignment dated as of December 11, 1996, from
JPSGP, Inc. to C&A Products relating to
Tax-Sharing Agreement
10.13 - Assignment dated as of December 11, 1996, from
Foamex to C&A Products relating to Supply
Agreement
16 - Letter dated January 10, 1997, of Coopers &
Lybrand L.L.P. is hereby incorporated by reference
to Exhibit 16 of the Form 8-K of JPS Automotive
and Products Corp. dated January 8, 1997
23 - Consent of Coopers & Lybrand L.L.P.
27 - Financial Data Schedules
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 Registrant hereby agrees to furnish a copy of any such
instrument to the Commission upon request.
(d) Schedules
The schedules listed in the accompanying Index to Financial Statement
Schedule are filed as part of this Annual Report on Form 10-K.
16
<PAGE>
SIGNATURES
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 April,
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
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrants and
in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ Thomas E. Hannah Director and Chief Executive April 14, 1997
- -------------------------------------- Officer of PACJ, Inc.
Thomas E. Hannah
/s/ David A. Stockman Director of PACJ, Inc. April 14, 1997
- --------------------------------------
David A. Stockman
17
<PAGE>
/s/ J. Michael Stepp Executive Vice President and Chief April 14, 1997
- ----------------------------------------- Financial Officer (Chief Financial
J. Michael Stepp Officer and Chief Accounting Officer)
of JPS Automotive Products Corp.
and PACJ, Inc. and Director of
JPS Automotive Products Corp.
/s/ Randall J. Weisenburger Director of PACJ, Inc. April 14, 1997
- --------------------------------------
Randall J. Weisenburger
</TABLE>
18
<PAGE>
JPS AUTOMOTIVE L.P.
JPS AUTOMOTIVE PRODUCTS CORP.
INDEX TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEX TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS F-1
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES:
Report of Independent Public Accountants F-2
Report of Independent Accountants F-3
Consolidated Balance Sheets as of December 28, 1996, and December 31, 1995 F-4
Consolidated Statements of Operations for the period from December 12, 1996,
to December 28, 1996, and January 1, 1996, to December 11, 1996, the year
ended December 31, 1995, and the period from June 29, 1994, to January 1,
1995, and Combined Statement of Operations for the period from January 3,
1994, to June 28, 1994 F-5
Consolidated Statements of Owners' Equity for the period from December 12,
1996, to December 28, 1996, and January 1, 1996, to December 11, 1996,
the year ended December 31, 1995, and for the period from June 29, 1994,
to January 1, 1995, and Combined Statement of Owners' Equity for the
period from January 3, 1994, to June 28, 1994 F-6
Consolidated Statements of Cash Flows for the period from December 12, 1996,
to December 28, 1996, and January 1, 1996, to December 11, 1996, the year
ended December 31, 1995, and the period from June 29, 1994, to January 1,
1995, and Combined Statement of Cash Flows for the period from January 3,
1994, to June 28, 1994 F-7
Notes to Consolidated and Combined Financial Statements F-8
JPS AUTOMOTIVE PRODUCTS CORP.:
Report of Independent Public Accountants F-33
Report of Independent Accountants F-34
Balance Sheets as of December 28, 1996, and December 31, 1995 F-35
Consolidated Statement of Operations for the period from June 29, 1994, to
January 1, 1995, and Combined Statement of Operations for the period from
January 3, 1994, to June 28, 1994 F-36
Consolidated Statement of Owners' Equity for the period from June 29, 1994,
to January 1, 1995, and Combined Statement of Owners' Equity for the
period from January 3, 1994, to June 28, 1994 F-37
Consolidated Statement of Cash Flows for the period from June 29, 1994, to
January 1, 1995, and Combined Statement of Cash Flows for the period from
January 3, 1994, to June 28, 1994 F-38
Notes to Consolidated and Combined Financial Statements F-39
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of JPS Automotive L.P.:
We have audited the accompanying consolidated balance sheet of JPS Automotive
L.P. (a Delaware limited partnership and an indirect subsidiary of Collins &
Aikman Corporation) and subsidiaries as of December 28, 1996, and the related
consolidated statements of operations, owners' equity, and cash flows for the
period from December 12, 1996, to December 28, 1996, and the period from January
1, 1996, to December 11, 1996. These consolidated financial statements and the
schedule referred to below are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of JPS
Automotive L.P. and subsidiaries as of December 28, 1996, and the results of
their operations and their cash flows for the period from December 12, 1996, to
December 28, 1996, and the period from January 1, 1996, to December 11, 1996, in
conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. Schedule II is presented for purposes of complying
with the Securities and Exchange Commission's rules and is not a required part
of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in our audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina,
March 10, 1997.
F-2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of JPS AUTOMOTIVE L.P.:
We have audited the accompanying consolidated balance sheets of JPS Automotive
L.P. and subsidiaries (successor to JPS Auto, Inc. and subsidiaries and
Synthetic Industrial Fabrics, a division of JPS Converter and Industrial Corp.)
(collectively, "JPS Automotive") as of December 31, 1995, and the related
consolidated and combined statements of operations, owners' equity, and cash
flows for the year ended December 31, 1995, the period from June 29, 1994 to
January 1, 1995, and the period from January 3, 1994 to June 28, 1994. Our
audits also included the consolidated and combined financial statement schedule
as of December 31, 1995 and January 1, 1995. These consolidated and combined
financial statements and consolidated and combined financial statement schedule
are the responsibility of JPS Automotive's management. Our responsibility is to
express an opinion on these consolidated and combined financial statements and
consolidated and combined financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated and combined financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of JPS Automotive as of December 31, 1995, and the consolidated and
combined results of their operations and their cash flows for the year ended
December 31, 1995, the period from June 29, 1994 to January 1, 1995, and the
period from January 3, 1994 to June 28, 1994 in conformity with generally
accepted accounting principles. In addition, in our opinion, the consolidated
and combined financial statement schedule, when considered in relation to the
basic consolidated and combined financial statements taken as a whole presents
fairly, in all material respects, the information required to be included
therein.
COOPERS & LYBRAND L.L.P.
Spartanburg, South Carolina
February 9, 1996
F-3
<PAGE>
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PREDECESSOR
COMPANY
DECEMBER 28, 1996 DECEMBER 31, 1995
ASSETS
- --------------------------------------------------------------------------
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 200 $ 2,840
Accounts receivable, net of allowance for doubtful accounts of
$6,117 and $6,288 36,288 37,824
Inventories 22,502 24,148
Deferred tax assets 4,834 0
Other current assets 5,233 3,837
- -------------------------------------------------------------------------- ------------- -------------
Total current assets 69,057 68,649
- -------------------------------------------------------------------------- ------------- -------------
PROPERTY, PLANT AND EQUIPMENT:
Land and land improvements 5,143 9,451
Buildings and leasehold improvements 12,205 23,035
Machinery, equipment and furnishings 62,396 92,583
Construction in progress 6,410 7,364
- -------------------------------------------------------------------------- ------------- -------------
Total 86,154 132,433
Less - Accumulated depreciation and amortization (390) (12,188)
- -------------------------------------------------------------------------- ------------- -------------
Property, plant and equipment, net 85,764 120,245
GOODWILL, net of amortization 126,206 161,687
DEBT ISSUANCE COSTS, net of amortization 3,370 7,228
OTHER ASSETS 7,508 2,141
------------- -------------
$291,905 $359,950
============= =============
LIABILITIES AND OWNERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 625 $ 1,464
Accounts payable 15,042 12,327
Accounts payable to related parties 0 8,707
Accrued expenses 22,838 15,628
- -------------------------------------------------------------------------- ------------- -------------
Total current liabilities 38,505 38,126
- -------------------------------------------------------------------------- ------------- -------------
LONG-TERM DEBT 117,556 204,463
- -------------------------------------------------------------------------- ------------- -------------
OTHER LIABILITIES 13,319 3,999
- -------------------------------------------------------------------------- ------------- -------------
MINORITY INTEREST 0 7,247
- -------------------------------------------------------------------------- ------------- -------------
COMMITMENTS AND CONTINGENCIES
OWNERS' EQUITY:
General partner 48,073 1,061
- --------------------------------------------------------------------------
Limited partner 74,452 105,054
- -------------------------------------------------------------------------- ------------- ------------
Total owners' equity 122,525 106,115
- -------------------------------------------------------------------------- ------------- ------------
$291,905 $359,950
- -------------------------------------------------------------------------- ============= ============
</TABLE>
The accompanying notes to consolidated and combined financial statements are an
integral part of these balance sheets.
F-4
<PAGE>
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PREVIOUS
PREDECESSOR COMPANY PREDECESSOR
PERIOD FROM PERIOD FROM COMPANY
DECEMBER 12, JANUARY 1, PERIOD FROM PERIOD FROM
1996, TO 1996, TO YEAR ENDED JUNE 29, 1994, JANUARY 3,
DECEMBER 28, DECEMBER 11, DECEMBER 31, TO JANUARY 1, 1994, TO
1996 1996 1995 1995 JUNE 28, 1994
<S> <C> <C> <C> <C> <C>
NET SALES $8,480 $281,860 $312,096 $161,205 $180,317
COST OF GOODS SOLD 7,924 237,497 257,231 128,928 152,316
- ---------------------------------- ------ -------- -------- -------- --------
GROSS PROFIT 556 44,363 54,865 32,277 28,001
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,071 22,797 23,797 12,421 10,410
ALLOCATED PARENT COMPANY CHARGES 0 0 0 0 4,645
- ---------------------------------- ------ -------- -------- -------- --------
INCOME (LOSS) FROM OPERATIONS (515) 21,566 31,068 19,856 12,946
INTEREST EXPENSE 550 20,463 22,396 12,039 1,605
OTHER INCOME (EXPENSE), NET 42 (5,038) 290 89 (1,071)
MINORITY INTEREST IN
CONSOLIDATED SUBSIDIARY 0 551 (403) (216) 591
- ---------------------------------- -------- -------- -------- -------- --------
INCOME (LOSS) BEFORE INCOME TAXES (1,023) (3,384) 8,559 7,690 10,861
INCOME TAX PROVISION (BENEFIT) (377) 352 30 107 4,019
- ---------------------------------- -------- -------- -------- -------- --------
NET INCOME (LOSS) $ (646) $ (3,736) $ 8,529 $ 7,583 $ 6,842
================================== ========= ========= ======== ========= =========
</TABLE>
The accompanying notes to consolidated and combined financial statements
are an integral part of these statements.
F-5
<PAGE>
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
CONSOLIDATED AND COMBINED STATEMENTS OF OWNERS' EQUITY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COMBINED
STOCKHOLDER'S
LIMITED GENERAL AND DIVISIONAL
PARTNER PARTNER EQUITY TOTAL
<S> <C> <C> <C> <C>
PREVIOUS PREDECESSOR COMPANY-
Balance, January 2, 1994 $91,956 $ 91,956
Net assets transferred to JPS Textile (30,238) (30,238)
Net income 6,842 6,842
------- --------
Balance, June 28, 1994 68,560 68,560
Acquisition of assets from JPS Textile (68,560) (68,560)
-------- --------
$ 0 $ 0
======== ========
PREDECESSOR COMPANY-
Contributions by partners $ 89,103 $ 900 $ 90,003
Net income 7,507 76 7,583
---------- --------- ---------
Balance, January 1, 1995 96,610 976 97,586
Net income 8,444 85 8,529
---------- --------- ---------
Balance, December 31, 1995 105,054 1,061 106,115
Net loss (3,699) (37) (3,736)
---------- --------- ---------
Balance, December 11, 1996 101,355 1,024 102,379
Acquisition of JPS Automotive by Collins & Aikman
Corporation (101,355) (1,024) (102,379)
---------- --------- ---------
$ 0 $ 0 $ 0
========== ========= =========
JPS AUTOMOTIVE-
Pushdown of acquisition basis and
initial contributions by partners $ 70,980 $48,074 $119,054
Contributions by partners 4,117 0 4,117
Net loss (645) (1) (646)
----------- ------- --------
Balance, December 28, 1996 $ 74,452 $48,073 $122,525
=========== ======= ========
</TABLE>
The accompanying notes to consolidated and combined financial statements
are an integral part of these statements.
F-6
<PAGE>
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PREVIOUS
PREDECESSOR COMPANY PREDECESSOR
PERIOD FROM PERIOD FROM COMPANY
DECEMBER 12, JANUARY 1, PERIOD FROM PERIOD FROM
1996, TO 1996, TO YEAR ENDED JUNE 29, 1994, JANUARY 3,
DECEMBER 28, DECEMBER 11, DECEMBER 31, TO JANUARY 1, 1994, TO
1996 1996 1995 1995 JUNE 28, 1994
OPERATING ACTIVITIES:
<S> <C> <C> <C> <C> <C>
Net income (loss) $ (646) $ (3,736) $ 8,529 $ 7,583 $ 6,842
Adjustments to reconcile net
income (loss) to net cash
provided by (used in)
operating activities-
Depreciation and
amortization 510 13,707 12,736 6,318 5,397
Interest accretion and
debt issuance cost
amortization 0 1,115 1,081 518 157
Other, net (21) 4,220 (6) 0 1,834
Changes in operating assets
and liabilities, net of
acquisition:
Accounts receivable (292) 1,828 2,709 4,999 4,605
Inventories 792 642 1,866 1,778 (3,109)
Accounts payable (4,722) (1,270) (9,070) 1,746 6,576
Other assets and
liabilities (10,906) 7,866 (3,268) (9,151) 9,851
---------- ---------- --------- ---------- ----------
Net cash provided by
(used in) operating
activities (15,285) 24,372 14,577 13,791 32,153
---------- ---------- --------- ---------- ----------
INVESTING ACTIVITIES:
Capital expenditures (435) (4,438) (17,110) (5,299) (17,575)
Acquisition, net of cash
acquired 0 0 (4,653) (270,683) 0
Other 0 85 80 0 0
---------- ---------- --------- ---------- ----------
Net cash used in
investing activities (435) (4,353) (21,683) (275,982) (17,575)
----------- ----------- ---------- ---------- -----------
FINANCING ACTIVITIES:
Net proceeds from (repayments
of) revolving loans 0 (9,563) 2,521 (824) 16,823
Proceeds from long-term debt 0 0 0 190,000 0
Repayment of long-term debt (26,878) (1,415) (785) (567) (449)
Debt issuance costs 0 0 0 (8,830) 0
Capital contributions from
partners 30,995 0 0 90,003 0
Distributions to minority
interest 0 (78) (62) (124) 0
Net cash provided from (to)
JPS Textile 0 0 0 0 (30,238)
---------- ---------- --------- ---------- ----------
Net cash provided by
(used in) financing
activities 4,117 (11,056) 1,674 269,658 (13,864)
---------- ----------- --------- ----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (11,603) 8,963 (5,432) 7,467 714
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 11,803 2,840 8,272 805 91
---------- --------- --------- ---------- -----------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 200 $11,803 $2,840 $8,272 $805
========== ========== ========= ========== ==========
</TABLE>
The accompanying notes to consolidated and combined financial statements
are an integral part of these statements.
F-7
<PAGE>
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF PRESENTATION:
JPS Automotive L.P. and subsidiaries ("JPS Automotive" or the "Company") operate
in the industrial fabrics and automotive products segment in North America,
including the design, manufacture and sale of carpet components and interior
fabrics for passenger cars and light trucks and other specialty industrial
fabrics. On December 11, 1996, all of the outstanding equity of the Company was
acquired from Foamex International, Inc. ("Foamex") by Collins & Aikman
Corporation ("C&A"), through its subsidiaries (the "1996 Acquisition"). (See
Note 2.)
JPS Automotive L.P. was formed on May 17, 1994 (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, Foamex-JPS Automotive L.P. ("FJPS") and JPSGP Inc.
("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. The Predecessor Company, in turn,
made a capital contribution of approximately $90.0 million to Products Corp.
FJPS and JPSGP were indirect wholly owned subsidiaries of Foamex.
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.
JPS Automotive is the beneficial owner of Cramerton (as defined in Note 2). At
December 28, 1996, the Company owns a 98% limited partnership interest and a 1%
general partnership interest in Cramerton and, through its subsidiary, Cramerton
Management Corporation ("CMC"), beneficially owns a 1% general partnership
interest. Prior to the 1996 Acquisition, the Predecessor Company was the
beneficial owner of an 80% interest in Cramerton. In connection with the 1996
Acquisition, Collins & Aikman Products Co., a subsidiary of C&A ("C&A
Products"), purchased the 20% minority interest in Cramerton from Seiren Co.
Ltd. and its affiliates. JPS Automotive subsequently acquired the 20% minority
interest previously owned by the Seiren entities.
The consolidated balance sheet as of December 28, 1996, and the consolidated
statements of operations, cash flows and owners' equity for the period from
December 12, 1996, to December 28, 1996, pertain to JPS Automotive. The
consolidated balance sheet as of December 31, 1995, and the consolidated
statements of operations, cash flows and owners' equity for the period from
January 1, 1996, to December 11, 1996, for the year ended December 31, 1995, and
for the period from June 29, 1994, to January 1, 1995, pertain to the
Predecessor Company.
F-8
<PAGE>
The combined financial statements for the period from January 3, 1994, to June
28, 1994, include the combined individual operations of JPS Auto Inc. ("JPS
Auto"), a wholly owned subsidiary of JPS Textile; Cramerton, a limited
partnership joint venture formed on December 2, 1991, 80% owned by JPS Auto; and
Synthetic Industrial Fabrics, a division of JPS Converter and Industrial Corp.
("C&I"), a wholly owned subsidiary of JPS Textile (collectively, the "Previous
Predecessor Company").
The Previous Predecessor Company operated in the industrial fabrics and
automotive products segment, including the design, manufacture and sale of
carpet components and interior fabrics for passenger cars and light trucks and
other specialty industrial fabrics. The Previous Predecessor Company financial
statements include an allocation of the expenses of JPS Textile.
2. JPS AUTOMOTIVE ACQUISITIONS:
THE 1996 ACQUISITION
As discussed in Note 1, on December 11, 1996, C&A, through its subsidiaries,
acquired JPS Automotive from Foamex pursuant to an Equity Purchase Agreement
dated August 28, 1996, as amended December 11, 1996. 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 $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 FJPS. PACJ, Inc., a wholly owned subsidiary of C&A Products,
acquired a .0001% general partnership interest in JPS Automotive from 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, as discussed in Note 1, on December 11, 1996, C&A Products also
purchased from Seiren Co. Ltd. and its affiliates for $10 million the 20%
minority interest in Cramerton Automotive Products, L.P. ("Cramerton"). 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. (See Note 6.) 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 aggregate investment of approximately $119 million in connection with the
acquisition of JPS Automotive by C&A and its subsidiaries was funded by
borrowings under C&A's credit facilities.
F-9
<PAGE>
The 1996 Acquisition has been accounted for as a purchase and, pursuant to the
provisions of Staff Accounting Bulletin No. 54 ("SAB No. 54") and the rules of
pushdown accounting, the 1996 Acquisition gave rise to a new basis of
accounting. The purchase price and related acquisition expenses exceeded the
fair value of the net assets acquired by approximately $126.4 million. The
purchase price in excess of the net assets acquired has been pushed down and
recorded in the accompanying consolidated balance sheet as goodwill. The excess
of the purchase price over the estimated fair value of the net assets acquired
(goodwill) is being amortized over 40 years.
In addition to the pushdown of goodwill, adjustments to certain assets and
liabilities of the Predecessor Company were recorded by the Company as a result
of the 1996 Acquisition and the application of pushdown accounting. A comparison
of the Company's assets and liabilities to those of the Predecessor Company is
as follows:
PREDECESSOR JPS
COMPANY AUTOMOTIVE
DECEMBER 11, DECEMBER 12,
1996 1996
Current assets $ 75,627 $ 80,668
Property, plant and equipment, net 110,608 85,719
Debt issuance costs, net 6,113 3,370
Goodwill 157,695 126,353
Other assets 1,146 7,512
Current liabilities 47,076 53,669
Long-term debt 190,988 117,550
Other liabilities 4,130 13,319
Minority interest 6,616 0
The above December 12, 1996 balances, which are subject to postclosing
adjustment, reflect the revaluation of the JPS Automotive assets and liabilities
to their estimated fair values at the date of the 1996 Acquisition. 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 duties. Management is conducting a detailed
evaluation, that is expected to be completed in 1997, to establish the timing
and extent of the further rationalization of the JPS Automotive operations. The
Company's plans to combine certain marketing and administrative duties are under
way, and plans to relocate the Port Huron, Michigan, manufacturing activities
have been announced. While all plans have not been finalized, costs accrued at
December 12, 1996, and December 28, 1996, for the shutdown of facilities and
severance and other personnel costs were $2.2 million and $7.0 million,
respectively. Any adjustments arising from the finalization of management's
plans are expected to be reported as an adjustment to C&A's acquisition cost for
JPS Automotive.
Unaudited pro forma consolidated net income of the Company for the period from
January 1, 1996, to December 28, 1996, and for the year ended December 31, 1995,
assuming that the 1996 Acquisition occurred at the beginning of each period,
would have been approximately $4 million and approximately $13.5 million,
respectively. The pro forma adjustments, which would not affect net sales,
reflect primarily reduced depreciation, goodwill amortization and interest
expense offset by the pro forma impact of income taxes.
F-10
<PAGE>
At the time of the 1996 Acquisition, Foamex assigned to C&A Products the
Services Agreement between JPS Automotive and Foamex. Pursuant to the terms of
the agreement, C&A Products will supply JPS Automotive with certain management
services. Additionally, C&A Products will provide sales and marketing and
certain other services to JPS Automotive. See Note 10 for further discussion.
THE 1994 ACQUISITION
On June 28, 1994, the Predecessor Company acquired the businesses and assets of
the automotive products and industrial fabrics divisions of JPS Textile. The
acquired assets included property, plant and equipment, inventories and certain
contract rights, as well as certain stock and limited and general partnership
interests in joint ventures. As a part of the 1994 Acquisition, agreements were
reached relating to the purchase of assets, the granting of a reciprocal
easement, a provision for certain services, the supply of certain materials and
the sharing of taxes. The 1994 Acquisition was made pursuant to the terms of an
asset purchase agreement, dated as of May 25, 1994 (the "Asset Purchase
Agreement"), by and among JPS Textile, JPS Auto, C&I, Products Corp., and
Foamex. The aggregate consideration for the 1994 Acquisition was $290.3 million
which included acquisition costs of $8.3 million and the assumption of long-term
debt of $15.6 million. The cost of the acquisition was allocated on the
estimated basis of the fair value of the assets acquired and the liabilities
assumed. The excess of the purchase price over the estimated fair value of the
net assets acquired (goodwill) was being amortized over forty years. The
acquisition was funded by (i) the net proceeds from the sale by the Predecessor
Company of $180.0 million principal amount of Senior Notes, (ii) $90.0 million
in cash received by the Predecessor Company from its partners in the form of
capital contributions and (iii) the net proceeds of $10.0 million in term loan
borrowings by the Predecessor Company. Goodwill was approximately $168.0
million, which included 1995 payments of approximately $4.5 million in
settlement of certain matters contained in the Asset Purchase Agreement and a
1995 adjustment of $5.6 million to adjust the original estimated appraised
values of property, plant and equipment.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
CONSOLIDATION
The consolidated financial statements include the accounts of JPS Automotive and
all subsidiaries that JPS Automotive directly or indirectly controls, either
through majority ownership or otherwise. Minority interest represents the
minority partners' proportionate shares of the equity in Cramerton. Intercompany
accounts and transactions have been eliminated in consolidation. Investments in
20% to 50% controlled companies are accounted for on the equity method.
FISCAL YEAR
As a result of the 1996 Acquisition, JPS Automotive's fiscal year ends on the
last Saturday of December. Prior to that time, the Predecessor Company's fiscal
year ended on the Sunday closest to the thirty-first day of December.
F-11
<PAGE>
ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reported period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.
INVENTORIES
Inventories are stated at the lower of cost or market. The cost of the
inventories is determined on a first-in, first-out basis.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost and are depreciated using the
straight-line method over the estimated useful lives of the assets. The range of
useful lives estimated for buildings is generally 25 to 40 years and the range
for machinery, equipment and furnishings is 3 to 15 years. Leasehold
improvements are amortized over the shorter of the terms for the respective
leases or the estimated lives of the leasehold improvements. For income tax
purposes, the Company uses accelerated depreciation methods.
Cost of maintenance and repairs is charged to expense as incurred. Renewals and
improvements are capitalized. Upon retirement or other disposition of items of
plant and equipment, cost of items and related accumulated depreciation are
removed from the accounts and any gain or loss is included in operations.
In connection with the 1996 Acquisition, the Company's property, plant and
equipment was recorded at the appraised values reflecting the intended future
use of the facilities and equipment. Although plans are in preliminary stages,
reserves for proposed facility shutdowns and other associated costs were
provided for in the purchase accounting adjustments. (See Note 2.)
F-12
<PAGE>
LONG-LIVED ASSETS
In 1996, the Predecessor Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of." SFAS No. 121 establishes
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles and goodwill related to those assets to be held and
used and for long-lived assets and certain identifiable intangibles to be
disposed of. SFAS No. 121 requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable and that certain long-lived
assets and identifiable intangibles to be disposed of be reported at the lower
of carrying amount or fair value less cost to sell. The adoption of SFAS No. 121
did not have a material impact on the consolidated results of operations.
As a result of its ongoing assessment of long-lived assets, during the period
from January 1, 1996, to December 11, 1996, the Predecessor Company recorded a
charge of approximately $4.5 million for the write-down of certain machinery and
equipment to their estimated realizable values as the assets were assessed by
management to have no continuing use due primarily to the loss of certain
programs and a loss of a headliner customer. The write-down of machinery and
equipment is included in other income (expense), net in the accompanying
consolidated statement of operations.
DEBT ISSUANCE COSTS
Debt issuance costs consist of amounts incurred in obtaining long-term
financing. These costs are amortized over the term of the related debt using the
interest method. Accumulated amortization as of December 31, 1995, was
approximately $1.6 million.
In connection with the 1996 Acquisition and the subsequent retirement of debt,
$2.7 million of debt issuance costs were eliminated as a result of the
application of pushdown accounting. (See Note 2.)
GOODWILL
As discussed in Note 2, the acquisition of JPS Automotive by C&A has been
accounted for as a purchase and, pursuant to SAB No. 54 and the rules of
pushdown accounting, gave rise to a new basis of accounting. As a result, the
amount by which the purchase price and related acquisition expenses exceeded the
fair value of the net assets acquired has been recorded by JPS Automotive as
goodwill in the accompanying December 28, 1996, consolidated balance sheet and
is being amortized over a 40-year period. Accumulated amortization as of
December 28, 1996, was approximately $0.2 million. The carrying value of
goodwill will be reviewed periodically based on the undiscounted cash flows and
pretax income over the remaining amortization period. Should this review
indicate that the goodwill balance will not be recoverable, the Company's
carrying value of goodwill will be reduced. At December 28, 1996, the Company
believes the goodwill is fully recoverable.
The Predecessor Company's goodwill relating to the 1994 Acquisition was
amortized using the straight-line method over a 40-year period. Accumulated
amortization as of December 31, 1995, was approximately $6.3 million.
F-13
<PAGE>
ENVIRONMENTAL MATTERS
The Company records its best estimate when it believes it is probable that an
environmental liability has been incurred and the amount of loss can be
reasonably estimated. The Company also considers estimates of certain reasonably
possible environmental liabilities in determining the aggregate amount of
environmental reserves. Accruals for environmental liabilities are generally
included in the consolidated balance sheet as other noncurrent liabilities at
undiscounted amounts and exclude claims for recoveries from insurance or other
third parties. Accruals for insurance or other third-party recoveries for
environmental liabilities are recorded when it is probable that the claim will
be realized.
POSTEMPLOYMENT BENEFITS
Effective June 29, 1994, the Predecessor Company adopted SFAS No. 112,
"Employers' Accounting for Postemployment Benefits." Under this method of
accounting, benefits are accrued when it becomes probable that such benefits
will be paid and when sufficient information exists to make reasonable estimates
of the amounts to be paid. Prior to June 29, 1994, the Previous Predecessor
Company recognized the cost of providing these benefits on a cash basis. Prior
year financial statements have not been restated to reflect the changes in
accounting principle relating to SFAS No. 112.
REVENUE RECOGNITION
The Company recognizes revenue from product sales when it has shipped the goods
or ownership has been transferred to the customer for goods to be held for
future shipment at the customer's request. The Company generally allows its
customers the right of return only in the case of defective products. The
Company provides a reserve for estimated defective product costs at the time of
the sale of the products.
RESEARCH AND DEVELOPMENT
The Company incurred research and development costs of approximately $0.1
million for the period from December 12, 1996, to December 28, 1996. The
Predecessor Company incurred research and development costs of approximately
$3.1 million for the period from January 1, 1996, to December 11, 1996, $4.4
million for the year ended December 31, 1995, and $2.6 million for the period
from June 29, 1994, to January 1, 1995, and the Previous Predecessor Company
incurred research and development costs of approximately $2.5 million for the
period from January 3, 1994, to June 28, 1994.
INTEREST RATE SWAP AGREEMENT
The differential to be paid or received under an interest rate swap agreement is
recognized in the current period as interest rates change as an adjustment to
interest expense. At December 28, 1996, there were no outstanding interest rate
swap agreements.
F-14
<PAGE>
INCOME TAXES
Income taxes for all periods are determined in accordance with SFAS No. 109,
"Accounting for Income Taxes." SFAS No. 109 requires the use of the liability
method in which deferred income taxes are provided for temporary differences
between the financial reporting and income tax basis of assets and liabilities
using the income tax rates, under existing legislation, expected to be in effect
at the date such temporary differences are expected to reverse.
Immediately prior to the 1996 Acquisition, JPS Automotive was converted from a
Delaware limited partnership into an association which is taxable as a
corporation for federal, state and local income tax purposes. The Company is
included in the consolidated federal income tax return of C&A. Income taxes for
periods subsequent to the 1996 Acquisition reflect the pushdown of JPS
Automotive's impact on the consolidated tax position of C&A.
The Predecessor Company, as a limited partnership, was not subject to federal
income taxes and, therefore, no current or deferred income tax provision has
been provided for such taxes. However, the limited partnership had provided for
the income taxes of certain states for which it is subject and federal and state
income taxes associated with the operations of Products Corp. The partners will
include their respective shares of income or loss of JPS Automotive on their
federal and applicable state income tax returns. JPS Automotive had a
tax-sharing agreement that provided for payment to the partners of amounts that
would be required to be paid if JPS Automotive were a corporation filing
separate income tax returns. At the time of the 1996 Acquisition, Foamex
assigned to C&A Products the tax-sharing agreement.
The operating results of the Previous Predecessor Company were included in the
consolidated income tax returns of JPS Textile. All state income tax payments
were made by the Previous Predecessor Company. The amounts reflected in the
provision for income taxes are based on applicable federal and state statutory
rates, adjusted for permanent differences between financial and taxable income.
In effect, the income tax provision was computed on a separate return basis and
included as a component of combined stockholder's and divisional equity.
NEWLY ISSUED ACCOUNTING STANDARDS
In October 1996, the American Institute of Certified Public Accountants issued
Statement of Position 96-1, "Environmental Remediation Liabilities" ("SOP
96-1"). SOP 96-1 provides authoritative guidance on specific accounting issues
related to the recognition, measurement, display and disclosure of environmental
remediation liabilities. SOP 96-1 addresses only those actions undertaken in
response to a threat of litigation or assertion of a claim. It does not address
accounting for pollution control costs with respect to current operations or for
costs of future site restoration on closure required upon cessation of
operations. SOP 96-1 is effective for fiscal years beginning after December 15,
1996. The Company does not expect that adoption of this standard will have a
material impact on its consolidated financial position or results of operations.
F-15
<PAGE>
4. INVENTORIES:
The components of inventories consist of (in thousands):
PREDECESSOR
COMPANY
DECEMBER 28, DECEMBER 31,
1996 1995
Raw materials and supplies $ 6,185 $ 7,168
Work-in-process 10,199 10,303
Finished goods 6,118 6,677
------------ -----------
Total $22,502 $24,148
============ ===========
5. ACCRUED EXPENSES:
Accrued expenses are summarized below (in thousands):
PREDECESSOR
COMPANY
DECEMBER 28, 1996 DECEMBER 31, 1995
Payroll, severance and employee
benefits $ 9,521 $ 5,321
Warranty reserve 4,090 4,090
Acquisition costs 3,875 0
Other 5,352 6,217
------------ ----------
Total $22,838 $15,628
============ ==========
F-16
<PAGE>
6. LONG-TERM DEBT:
Long-term debt consists of (in thousands):
PREDECESSOR
COMPANY
DECEMBER 28, DECEMBER 31,
1996 1995
11-1/8% senior notes due 2001 $111,969 $180,000
Add - Premium on senior notes 5,207 0
------------- ------------
117,176 180,000
Term loan 0 10,000
JPS Automotive revolving loan 0 4,419
Cramerton revolving loan 0 9,923
Other 1,005 1,585
------------- ------------
Subtotal 118,181 205,927
Less - Current portion 625 1,464
Long-term debt $117,556 $204,463
============= ============
11-1/8% SENIOR NOTES ("SENIOR NOTES")
The Senior Notes were issued on June 28, 1994. Interest on the Senior Notes is
payable semiannually on June 15 and December 15 of each year, commencing on
December 15, 1994. The Senior Notes mature on June 15, 2001.
As discussed in Note 2, on the 1996 Acquisition date, $180 million principal
amount of the Senior Notes were outstanding. Of this amount, approximately $68
million had been purchased by C&A, prior to the 1996 Acquisition, on the open
market and were subsequently retired by JPS Automotive. The total capital
contribution resulting in the retirement of these Senior Notes is approximately
$70.2 million. In addition, in connection with the purchase accounting for the
1996 Acquisition, the remaining approximately $112 million in face value of
Senior Notes were recorded at a market value of $117.2 million on the date of
the 1996 Acquisition. The bond premium amount of $5.2 million will be amortized
as a reduction of interest expense over the remaining term of the Senior Notes
and will result in an effective interest rate of approximately 10% for periods
after the 1996 Acquisition.
The Company is not required to make mandatory redemption or sinking fund
payments except in the case of certain asset sales or a change of control (as
defined in the indenture for the Senior Notes). In addition, the Senior Notes
are not subject to optional redemption, except in connection with certain public
offerings of common stock or following a change of control (as so defined). The
1996 Acquisition resulted in a change of control which, under the terms of the
indenture for the Senior Notes, gave holders of the Senior Notes the right to
put their notes to JPS Automotive at a price of 101% of their principal amount
plus accrued interest. Approximately $3.9 million principal amount of Senior
Notes were so put to the Company and then repurchased on March 10, 1997.
F-17
<PAGE>
The indenture governing the Senior Notes generally prohibits JPS Automotive from
making certain payments and investments (generally, dividends and distributions
on its equity interests, purchases or redemptions of its equity interests,
purchases of any indebtedness subordinated to the Senior Notes and investments
other than as permitted) unless a certain financial test is satisfied and the
aggregate amount of such payments and investments since the issue date is less
than a specified amount (the "JPS Automotive Restricted Payments Tests"). The
JPS Automotive Restricted Payments Tests are subject to a number of significant
exceptions. The indenture governing the Senior Notes also contains other
restrictive covenants (including, among others, limitations on the incurrence of
indebtedness and preferred stock, asset dispositions and transactions with
affiliates including C&A and C&A Products) which are customary for such
securities. These covenants are also subject to a number of significant
exceptions.
The Senior Notes rank senior in right of payment to all existing or future
subordinated indebtedness of JPS Automotive and on an equal basis in right of
payment with all existing or future senior indebtedness of JPS Automotive.
TERM AND REVOLVING LOANS
On June 28, 1994, as amended October 5, 1994, the Predecessor Company entered
into a credit agreement which provided for loans of up to $35 million of which
$10 million was available as a term loan and up to $25 million was available
under a revolving line of credit. In connection with the 1996 Acquisition, the
outstanding borrowings at December 11, 1996, of $9.2 million under the term loan
were repaid. At December 11, 1996, there were no outstanding borrowings under
the revolving line of credit. The funds to extinguish this debt on behalf of the
Company were recorded as a capital contribution from C&A. The credit agreement
was subsequently terminated.
Cramerton had a $15 million revolving line of credit (the "Cramerton Credit
Facility"), with recourse only to Cramerton. In connection with the 1996
Acquisition, the outstanding borrowings at December 11, 1996, of approximately
$4.8 million under the Cramerton Credit Facility were repaid.
INTEREST RATE SWAP AGREEMENTS
The Predecessor Company entered into interest rate swaps to lower funding costs
and/or to manage interest costs and exposure to changing interest rates. The
Predecessor Company did not hold or issue financial instruments for trading
purposes. During the period from January 1, 1996, to December 11, 1996, and the
year ended December 31, 1995, the effect of the interest rate swaps described
above was a favorable adjustment to interest expense of $0.8 million and $1.0
million, respectively. For the period from June 29, 1994, to January 1, 1995,
the effect of the interest rate swaps was to increase interest expense by $0.2
million. The interest rate swap agreements were terminated during 1996.
F-18
<PAGE>
FUTURE OBLIGATIONS ON LONG-TERM DEBT
Scheduled maturities of all long-term debt, excluding the unamortized premium on
the Senior Notes, are shown below (in thousands):
Year ended-
1997 $ 625
1998 380
1999 0
2000 0
2001 111,969
==========
7. EMPLOYEE BENEFIT PLANS:
The 1996 Acquisition did not significantly affect the employee benefit plans
offered to the employees of JPS Automotive. However, C&A intends to transition
the benefits of JPS Automotive to plans that are consistent with benefits
offered to the existing employees of C&A and its subsidiaries. The impact of
this transition, which is expected to be completed during fiscal 1998, has not
been determined at this time.
DEFINED BENEFIT PENSION PLAN
Effective January 1, 1995, the Predecessor Company adopted the Retirement
Pension Plan for Employees of JPS Automotive L.P. (the "Plan") for salaried and
certain hourly employees. Benefits are based on the employees' final average
compensation, years of benefit service, the covered compensation in effect at
retirement and the employees' ages when payment begins.
As part of the 1996 Acquisition, the Company recognized all prior service cost,
net losses and minimum liabilities. Accordingly, the period from December 12,
1996, to December 28, 1996, does not reflect any net amortization or deferrals.
Net periodic pension cost included the following (in thousands):
<TABLE>
<CAPTION>
PREDECESSOR COMPANY
PERIOD FROM PERIOD FROM
DECEMBER 12, JANUARY 1,
1996, TO 1996, TO YEAR ENDED
DECEMBER 28, DECEMBER 11, DECEMBER 31,
1996 1996 1995
<S> <C> <C> <C>
Service cost $43 $859 $675
Interest cost 6 118 48
Actual return on plan assets (2) (42) (2)
Net amortization and deferral 0 61 35
------ ----- ------
Total $47 $996 $756
====== ===== ======
</TABLE>
F-19
<PAGE>
The Company's funding policy is to contribute annually an amount that both
satisfies the minimum funding requirements of the Employee Retirement Income
Security Act of 1974 and does not exceed the full funding limitations of the
Internal Revenue Code of 1986, as amended. Plan investments consist primarily of
cash equivalents.
The following table sets forth the funded status of the Plan and the amounts
recognized in the accompanying consolidated balance sheets as of December 28,
1996, and December 31, 1995 (in thousands):
<TABLE>
<CAPTION>
PREDECESSOR
COMPANY
DECEMBER 28, 1996 DECEMBER 31, 1995
<S> <C> <C>
Actual present value of accumulated benefit obligations-
Vested benefits $(1,559) $ (842)
Nonvested benefits (260) (133)
---------------- ----------------
Accumulated benefit obligations $(1,819) $ (975)
================ ================
Total projected benefit obligations $(2,666) $ (1,372)
Fair value of plan assets 1,323 91
--------------- --------------
Plan assets less than projected benefit obligations (1,343) (1,281)
Unrecognized prior service cost 0 538
Unrecognized net loss 0 38
Additional minimum liability 0 (180)
--------------- -------------
Accrued pension cost $(1,343) $ (885)
============== =============
</TABLE>
Significant assumptions used in determining the plan's unfunded status are as
follows:
<TABLE>
<CAPTION>
PREDECESSOR
COMPANY
DECEMBER 28, DECEMBER 31,
1996 1995
<S> <C> <C>
Expected long-term rate of return on plan assets 8.00% 8.00%
Discount rate on projected benefit obligations 7.25 7.75
Rates of increase in compensation levels (where applicable) 4.25 5.00
====== ======
</TABLE>
F-20
DEFINED CONTRIBUTION PLAN
JPS Automotive maintains a defined contribution plan qualified under Section
401(k) of the Internal Revenue Code that covers eligible nonunion employees.
Employee contributions are voluntary and subject to certain limitations as
imposed by the Internal Revenue Code. JPS Automotive makes a matching
contribution of 25% of each employee's contribution with a maximum matching
contribution of 1-1/2% of each employee's base compensation. The Predecessor
Company also provided an additional 25% match of each employee's contribution to
a fund which invests in Foamex common stock with a maximum contribution of 3% of
each employee's base compensation. JPS Automotive's contributions were
approximately $30,000 for the period from December 12, 1996, to December 28,
1996; the Predecessor Company's contributions were approximately $0.5 million
for the period from January 1, 1996, to December 11, 1996, $0.3 million for the
year ended December 31, 1995, and $0.1 million for the period from June 29,
1994, to January 1, 1995.
POSTRETIREMENT BENEFITS
JPS Automotive provides postretirement health care and life insurance benefits
for eligible employees and retirees of the Company and retirees of the
Predecessor Company and Previous Predecessor Company. These plans are unfunded
and JPS Automotive retains the right to modify or eliminate these benefits.
The components of the expense for postretirement benefits are (in thousands):
<TABLE>
<CAPTION>
PREVIOUS
PREDECESSOR COMPANY PREDECESSOR
PERIOD FROM PERIOD FROM PERIOD FROM COMPANY
DECEMBER 12, JANUARY 1, JUNE 29, PERIOD FROM
1996, TO 1996, TO YEAR ENDED 1994, TO JANUARY 3,
DECEMBER 28, DECEMBER 11, DECEMBER 31, JANUARY 1, 1994, TO
1996 1996 1995 1995 JUNE 28, 1994
<S> <C> <C> <C> <C> <C>
Service cost for benefits earned $ (1) $ (7) $ (8) $ (4) $ (6)
Interest cost on liability 6 111 104 54 75
Amortization of unrecognized loss 0 43 0 0 0
Net periodic postretirement -- -- -- -- --
benefit cost $ 5 $ 147 $ 96 $ 50 $ 69
===== ===== ===== ===== =====
</TABLE>
The following table sets forth the amount of net postretirement benefit
obligation included in the accompanying consolidated balance sheets (in
thousands):
PREDECESSOR
COMPANY
DECEMBER 28, DECEMBER 31,
1996 1995
Retirees $ 754 $ 845
Fully eligible active plan participants 387 367
Other active plan participants 568 353
-------- -------
Accumulated postretirement benefit obligation 1,709 1,565
Unrecognized net loss 0 (313)
--------- ---------
Net postretirement benefit obligation $1,709 $1,252
======= =======
F-21
<PAGE>
As part of the 1996 Acquisition, the Company recognized all previously
unrecognized net losses.
Since JPS Automotive has capped its annual liability per person and all future
cost increases will be passed on to retirees, the annual rate of increase in
health care costs does not affect the postretirement benefit obligation. The
weighted-average discount rate used in determining the accumulated
postretirement benefit obligation as of December 28, 1996, and December 31,
1995, was 7.25% and 8%, respectively.
POSTEMPLOYMENT BENEFITS
JPS Automotive provides certain postemployment benefits to former or inactive
employees and their dependents during the time period following employment but
before retirement. On June 29, 1994, the Predecessor Company adopted SFAS No.
112 "Employers' Accounting for Postemployment Benefits." Prior to June 29, 1994,
postemployment benefit expenses were recognized primarily as they were paid. The
Predecessor Company's adoption of SFAS No. 112 did not have a significant impact
on the consolidated statements of operations. As of December 28, 1996, and
December 31, 1995, JPS Automotive's and the Predecessor Company's liability for
postemployment benefits was $0.4 million for each period and is included in
other noncurrent liabilities in the accompanying consolidated balance sheets.
PREVIOUS PREDECESSOR COMPANY PLANS
The Previous Predecessor Company participated in defined benefit pension, 401(k)
savings and other postretirement benefit plans sponsored by the Previous
Predecessor Company and JPS Textile.
Substantially all of the Previous Predecessor Company's employees were covered
by defined benefit pension plans sponsored by the Previous Predecessor Company
and JPS Textile. The plans provided pension benefits based on an employee's
average compensation for the applicable computation period and years of credited
service. JPS Textile's policy was to fund the annual contribution required by
applicable law. During the period January 3, 1994, to June 28, 1994, JPS Textile
charged the Previous Predecessor Company pension costs, based on actuarial
valuations, of approximately $0.3 million. The assets and liabilities associated
with the Previous Predecessor Company's plans for nonunion employees and
retirees as of the date of the 1994 Acquisition were retained by JPS Textile.
The Previous Predecessor Company also participated in JPS Textile's salaried
employees' savings, investment and profit-sharing plan which was available to
employees meeting certain eligibility requirements. The plan was a tax qualified
plan under Section 401(k) of the Internal Revenue Code. The Previous Predecessor
Company made a matching contribution of 25% of each participant's contribution
with a maximum matching contribution of 1-1/2% of each participant's base
compensation. The Previous Predecessor Company's contributions were
approximately $0.1 million for the period January 3, 1994, to June 28, 1994.
Assets and liabilities associated with the Previous Predecessor Company's
employees and retirees as of the date of the 1994 Acquisition have been
transferred to the 401(k) plan currently maintained by JPS Automotive.
F-22
<PAGE>
OTHER
In December 1994, the Predecessor Company changed its method of compensating
certain employees for vacation, which increased income from operations by $1.3
million for the period June 29, 1994, to January 1, 1995.
8. INCOME TAXES:
Immediately prior to the 1996 Acquisition, JPS Automotive was converted from a
Delaware limited partnership into an association which is taxable as a
corporation for federal, state and local income tax purposes. The purchase of
the entire equity interest in JPS Automotive will be treated as a stock
acquisition for federal, state and local income tax purposes. JPS Automotive
remains a Delaware limited partnership for all purposes other than federal and
state income taxes.
The acquisition of Cramerton resulted in a termination of the partnership's tax
status, resulting in a step-up to fair market value for the underlying assets of
Cramerton. Cramerton, a Delaware limited partnership, is recognized as a
partnership for tax purposes both prior and subsequent to the acquisition.
The Company is included in the consolidated federal income tax return of C&A.
Income taxes for periods subsequent to the 1996 Acquisition reflect the pushdown
of JPS Automotive's impact on the consolidated tax position of C&A.
The provision (benefit) for income taxes includes the following (in thousands):
<TABLE>
<CAPTION>
PREVIOUS
PREDECESSOR COMPANY PREDECESSOR
PERIOD FROM PERIOD FROM PERIOD FROM COMPANY
DECEMBER 12, JANUARY 1, JUNE 29, PERIOD FROM
1996, TO 1996, TO YEAR ENDED 1994, TO JANUARY 3,
DECEMBER 28, DECEMBER 11, DECEMBER 31, JANUARY 1, 1994, TO
1996 1996 1995 1995 JUNE 28, 1994
<S> <C> <C> <C> <C> <C>
Federal-
Current $(328) $ 0 $ 0 $ 0 $3,798
Deferred (40) 0 0 0 (95)
-------- --------- -------- -------- ----------
(368) 0 0 0 3,703
-------- --------- -------- -------- ----------
State-
Current 0 352 30 107 324
Deferred (9) 0 0 0 (8)
-------- --------- -------- -------- ----------
(9) 352 30 107 316
--------- -------- -------- -------- ----------
$(377) $352 $30 $107 $4,019
====== ===== ======== ========== ============
</TABLE>
F-23
<PAGE>
A reconciliation of the statutory federal income tax to the effective income tax
is as follows (in thousands):
<TABLE>
<CAPTION>
PREVIOUS
PREDECESSOR COMPANY PREDECESSOR
PERIOD FROM PERIOD FROM PERIOD FROM COMPANY
DECEMBER 12, JANUARY 1, JUNE 29, PERIOD FROM
1996, TO 1996, TO YEAR ENDED 1994, TO JANUARY 3,
DECEMBER 28, DECEMBER 11, DECEMBER 31, JANUARY 1, 1994, TO
1996 1996 1995 1995 JUNE 28, 1994
<S> <C> <C> <C> <C> <C>
Statutory income tax $(358) $(1,230) $2,996 $2,615 $3,801
State income taxes, net of federal (6) 352 30 73 316
Permanent difference on
partnership income 0 1,230 (2,996) (1,099) 0
Benefit associated with transfer
of net assets from Products Corp. 0 0 0 (1,482) 0
Other (13) 0 0 0 (98)
--------- ---------- ---------- ----------- -----------
$(377) $ 352 $ 30 $ 107 $4,019
======== =========== ========= =========== =============
</TABLE>
As a result of the change in the Company's tax status that resulted from the
1996 Acquisition, deferred tax assets and liabilities of JPS Automotive and
Cramerton are provided on the temporary differences between the financial
reporting and tax bases of the Company's assets and liabilities. While the
equity purchase of JPS Automotive results in carryover tax basis in the assets,
such carryover basis reflects the fair market value as a result of the deemed
taxable sale and revaluation to fair market value in the hands of the seller
just prior to the purchase by C&A and its subsidiaries. The components of the
net deferred tax assets as of December 28, 1996, were as follows (in thousands):
Deferred tax assets:
Pension and postretirement benefits $ 1,307
Other employee benefits 1,549
Premium on Senior Notes 1,921
Other liabilities and reserves 7,088
----------
11,865
Deferred tax liability - Goodwill amortization (71)
==========
Net deferred tax assets $11,794
The above amounts have been classified in the consolidated December 28, 1996,
balance sheet as follows (in thousands):
Deferred tax assets:
Current $ 4,834
Noncurrent, included in other noncurrent assets 6,960
--------
$ 11,794
========
As of December 31, 1995, the assets and liabilities that relate to JPS
Automotive, which were not subject to tax, had a difference between the
financial reporting and income tax basis of approximately $37.3 million.
F-24
<PAGE>
9. COMMITMENTS AND CONTINGENCIES:
OPERATING LEASES
JPS Automotive is obligated under various noncancelable lease agreements for
rental of facilities, machinery and computer equipment which remained
outstanding following the 1996 Acquisition. Many of the leases contain renewal
options with varying terms and escalation clauses that provide for increased
rentals based upon increases in the Consumer Price Index, real estate taxes and
lessors' operating expenses. Total minimum rental commitments required under
operating leases at December 28, 1996, are (in thousands):
1997 $1,202
1998 349
1999 121
2000 72
2001 and thereafter 12
------
$1,756
========
Rental expense charged to operations under operating leases by the Company
approximated $0.1 million for the period from December 12, 1996 to December 28,
1996, by the Predecessor Company approximated $1.7 million for both the period
from January 1, 1996 to December 11, 1996, and for the year ended December 31,
1995, and $0.9 million for the period from June 29, 1994, to January 1, 1995,
and by the Previous Predecessor Company approximated $0.9 million for the period
from January 3, 1994, to June 28, 1994. Substantially all such rental expense
represented the minimum rental payments under operating leases.
GUARANTEES
The Predecessor Company had pledged all of the outstanding common stock of
Products Corp. and FJPS had pledged its 99% limited partnership interest in the
Predecessor Company to collateralize the repayment by FJPS of a note payable to
Foamex L.P. These pledges were released in connection with the 1996 Acquisition.
10. RELATED-PARTY TRANSACTIONS AND ALLOCATIONS:
JPS AUTOMOTIVE
At December 28, 1996, C&A Products has pledged the ownership interests in its
significant subsidiaries, including its partnership interests in the Company, as
security for debt of C&A Products totaling $640.6 million.
F-25
<PAGE>
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) an amendment to the Existing Services Agreement to
expressly provide that the services provided by C&A Products will include
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 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 period from December 12, 1996, to December 28, 1996, no amounts were
paid or accrued by the Company under these current or proposed agreements.
Each of the proposed agreements described above is subject to the approval of
the Board of Directors of the general partner of JPS Automotive.
PREDECESSOR COMPANY
The Predecessor Company regularly entered into transactions with its affiliates
in the ordinary course of business.
F-26
<PAGE>
In connection with the 1994 Acquisition, the Predecessor Company entered into a
supply agreement (the "Supply Agreement") and the Existing Services Agreement
with Foamex, the limited partner of FJPS and the sole shareholder of JPSGP.
Pursuant to the terms of the Supply Agreement, at the option of the Predecessor
Company, Foamex would purchase certain raw materials which were necessary for
the manufacture of the Predecessor Company's products, and resell such materials
to the Predecessor Company at a price equal to net cost plus reasonable
out-of-pocket expenses. During the period from January 1, 1996, to December 11,
1996, the year ended December 31, 1995, and the period June 29, 1994, to January
1, 1995, the Predecessor Company purchased $69.0 million, $92.9 million and $5.2
million, respectively, of raw materials under the Supply Agreement with Foamex.
Pursuant to the terms of the Existing Services Agreement, Foamex would supply
the Predecessor Company with certain managerial services on an as-needed basis.
The Predecessor Company would pay Foamex and its affiliates' costs plus
allocated overhead for the services provided pursuant to the Existing Services
Agreement. During the period from January 1, 1996, to December 11, 1996, the
year ended December 31, 1995, and the period from June 29, 1994, to January 1,
1995, the Predecessor Company did not incur significant costs under the Existing
Services Agreement. As discussed in Note 2, at the time of the 1996 Acquisition,
Foamex assigned to C&A Products the Existing Services Agreement.
The Predecessor Company had a tax-sharing agreement with its partners pursuant
to which the Predecessor Company would make quarterly distributions to its
partners, which in the aggregate, would equal the tax liability that the
Predecessor Company would have paid if it had been a Delaware corporation filing
a separate tax return rather than a partnership. During the period from January
1, 1996, to December 11, 1996, the year ended December 31, 1995, and the period
from June 29, 1994, to January 1, 1995, JPS Automotive made no tax-sharing
distributions to its partners.
PREVIOUS PREDECESSOR COMPANY
The accompanying Previous Predecessor Company's combined statement of operations
includes an allocation of JPS Textile's expenses, captioned "allocated parent
company charges," to the Previous Predecessor Company. These expenses include
compensation and benefits relating to JPS Textile's corporate management
personnel; management fees incurred by JPS Textile under certain agreements with
JPS Textile's shareholders; occupancy costs and depreciation and amortization
attributable to JPS Textile's corporate offices; and legal, accounting and other
professional services fees. Parent company expenses not directly attributable to
any one of JPS Textile's subsidiaries were allocated to the Previous Predecessor
Company based principally on relative sales levels which, in management's
opinion, was a reasonable method of allocation. The Previous Predecessor Company
estimated that, on a stand-alone basis, such expenses would have been $0.4
million annually and would have been attributable solely to legal, accounting
and other professional services.
The operations of the Previous Predecessor Company were a part of JPS Textile's
centralized cash management system. Under this system, cash received from the
Previous Predecessor Company's operations was transferred to JPS Textile's
centralized cash accounts and cash disbursements were funded from these
centralized cash accounts.
F-27
<PAGE>
A JPS Automotive manufacturing facility was structurally connected to a JPS
Textile facility. However, the operations were substantially separate, and the
accompanying financial statements reflect the Previous Predecessor Company's
costs associated with its portion of the facility. Cost of goods sold includes
net purchases of materials and manufacturing services from JPS Textile of
approximately $1.6 million for the period from January 3, 1994, to June 28,
1994.
Selling, general and administrative expenses include amounts charged to the
Previous Predecessor Company by JPS Textile for various services and common
warehousing, net of amounts charged to JPS Textile for certain warehousing
costs. Such net charges were based on usage or other methods which management
believes to be reasonable and amounted to approximately $0.6 million for the
period from January 3, 1994, to June 28, 1994.
The Previous Predecessor Company sold certain products to other entities of JPS
Textile of approximately $1.8 million for the period from January 3, 1994, to
June 28, 1994.
CRAMERTON
Commencing October 31, 1993, Seiren U.S.A. Corporation ("Seiren U.S.A.") was
paid marketing assistance fees annually under the terms of an agreement with
Cramerton. These fees were equal to 1% of the first $30.0 million of Cramerton's
sales of bodycloth material to Japanese automakers with U.S. assembly operations
and 1-1/2% of such sales exceeding $30.0 million. These fees amounted to $.7
million for the period from January 1, 1996, to December 11, 1996, $0.5 million
for the year ended December 31, 1995, $0.2 million for the period from June 29,
1994, to January 1, 1995, and $0.4 million for the period from January 3, 1994,
to June 28, 1994.
Cramerton also incurred costs with Seiren Co., Ltd., parent company of Seiren
U.S.A., and Seiren U.S.A. of approximately $0.5 million for the period from
January 3, 1994, to June 28, 1994, pursuant to agreements with those companies
for the provision to Cramerton of consulting services, technical personnel,
fabric and processing. In connection with the 1996 Acquisition, C&A Products
purchased from Seiren Co. Ltd. and its affiliates its interest in Cramerton. As
of December 28, 1996, the Company owns, directly or beneficially through its
subsidiaries, 100% of the partnership interests in Cramerton.
In connection with the 1996 Acquisition, the marketing agreement between Seiren
U.S.A. and Cramerton was terminated and replaced by a new marketing agreement
with Seiren Co. Ltd. The consulting agreement with Seiren Co. Ltd. was extended
on a short-term basis in connection with the 1996 Acquisition.
F-28
<PAGE>
11. ENVIRONMENTAL:
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 and the Predecessor Company have accrued
environmental costs at December 28, 1996, and December 31, 1995, of $4.7 million
and $2.5 million, respectively, $0.7 million and $0.5 million of which is
included in current liabilities, respectively. In addition, as of December 31,
1995, the Predecessor Company had a receivable of $0.5 million for
indemnification of environmental liabilities from JPS Textile, former owner of
the Predecessor Company, which was included in noncurrent assets. The
environmental receivable was written off during the period from January 1, 1996,
to December 11, 1996, as JPS Automotive management believes that the realization
of the receivable established for indemnification is remote.
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 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.
12. LITIGATION:
From time to time, JPS Automotive and the Predecessor Company have been involved
in various legal proceedings. Management believes that such litigation is
routine in nature and incidental to the conduct of its business, and that none
of such litigation, if determined adversely to JPS Automotive, would have a
material adverse effect on the consolidated financial condition or results of
operations of JPS Automotive.
F-29
<PAGE>
13. FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK:
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject JPS Automotive to significant
concentrations of credit risk consist primarily of cash and cash equivalents and
trade accounts receivable.
JPS Automotive's customers operate primarily in the automotive industry. JPS
Automotive performs ongoing credit evaluations of its customers and generally
does not require collateral. JPS Automotive maintains allowance accounts for
potential losses and such losses have been within management's expectations. The
percentage of consolidated and combined sales to the three principal customers
were as follows:
<TABLE>
<CAPTION>
PREVIOUS
PREDECESSOR COMPANY PREDECESSOR
PERIOD FROM PERIOD FROM PERIOD FROM COMPANY
DECEMBER 12, JANUARY 1, JUNE 29, PERIOD FROM
1996, TO 1996, TO YEAR ENDED 1994, TO JANUARY 3,
DECEMBER 28, DECEMBER 11, DECEMBER 31, JANUARY 1, 1994, TO
1996 1996 1995 1995 JUNE 28, 1994
<S> <C> <C> <C> <C> <C>
General Motors 28% 26% 23% 21% 28%
Chrysler 8 13 15 15 17
Toyota Tsusho 22 11 11 11 9
== == == == ==
</TABLE>
Trade receivables are the principal financial instrument which subjects JPS
Automotive to concentrations of credit risk. Accounts receivable due from the
three principal customers as a percentage of total accounts receivable are as
follows:
PREDECESSOR
COMPANY
DECEMBER 28, 1996 DECEMBER 31, 1995
General Motors 26% 12%
Chrysler 10 23
Toyota Tsusho 9 8
== ==
JPS Automotive's exposure to credit risk associated with nonpayment by
these automotive manufacturers is affected by conditions or occurrences within
the automotive industry. Substantially all trade receivables from these three
customers were current at December 28, 1996.
DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following disclosures of the estimated fair value amounts have been
determined based on JPS Automotive's assessment of available market information
and appropriate valuation methodologies
F-30
<PAGE>
The estimated fair values of JPS Automotive's financial instruments are as
follows (in thousands):
<TABLE>
<CAPTION>
PREDECESSOR COMPANY
DECEMBER 28, 1996 DECEMBER 31, 1995
CARRYING FAIR CARRYING FAIR
AMOUNT OF VALUE OF AMOUNT OF VALUE OF
LIABILITIES LIABILITIES LIABILITIES LIABILITIES
<S> <C> <C> <C> <C>
Liabilities - Long-term debt $118,181 $121,204 $205,927 $205,927
======== ======== ======== ========
</TABLE>
Carrying amounts reported in the consolidated balance sheets for cash and cash
equivalents, accounts receivable, accounts payable and accrued liabilities
approximate fair value due to the short-term nature of these instruments.
The fair value of long-term debt is estimated using quoted market prices, where
available, or discounted cash flows.
Fair value estimates are made at a specific point in time, based on relevant
market information about the financial instruments. These estimates are
subjective in nature and involve uncertainties and matters of significant
judgment and therefore, cannot be determined with precision. Changes in
assumptions could significantly affect the estimates.
14. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (IN THOUSANDS):
<TABLE>
<CAPTION>
PREVIOUS
PREDECESSOR COMPANY PREDECESSOR
PERIOD FROM PERIOD FROM PERIOD FROM COMPANY
DECEMBER 12, JANUARY 1, JUNE 29, PERIOD FROM
1996, TO 1996, TO YEAR ENDED 1994, TO JANUARY 3,
DECEMBER 28, DECEMBER 11, DECEMBER 31, JANUARY 1, 1994, TO
1996 1996 1995 1995 JUNE 28, 1994
<S> <C> <C> <C> <C> <C>
Cash paid for interest $10,013 $11,626 $21,397 $10,043 $1,355
Income taxes paid/deemed to be paid 0 0 0 102 4,122
Capital expenditures included in
accounts payable 1,206 876 1,623 3,951 0
======= ======= ====== ======= ======
</TABLE>
In connection with the 1996 Acquisition, C&A contributed noncash assets to JPS
Automotive totaling approximately $92.2 million. (See Note 2.)
F-31
<PAGE>
15. QUARTERLY FINANCIAL DATA (UNAUDITED):
The quarterly financial data of JPS Automotive subsequent to its offering of the
Senior Notes in June 1994 is as follows (in thousands):
<TABLE>
<CAPTION>
PREDECESSOR COMPANY
FIRST SECOND THIRD FOURTH FOURTH
QUARTER QUARTER QUARTER QUARTER QUARTER
<S> <C> <C> <C> <C> <C>
1996(1)-
Net sales $74,919 $82,749 $62,765 $61,427 $8,480
Gross profit 12,489 13,740 7,765 10,369 556
Net income (loss) 1,311 2,262 (3,433) (3,876) (646)
======= ======= ======= ====== =====
1995-
Net sales $87,624 $80,169 $69,439 $74,864 N/A
Gross profit 15,778 14,872 12,198 12,017 N/A
Net income 3,955 3,829 621 124 N/A
========== ======== ======= ========= ==========
1994(2)-
Net sales N/A N/A $80,423 $80,782 N/A
Gross profit N/A N/A 16,076 16,201 N/A
Net income N/A N/A 4,359 3,224 N/A
======= ======= ======= ======== ======
</TABLE>
(1) The fourth quarter results of the Predecessor Company are through December
11, 1996 and include the $4.5 million write-down of certain machinery and
equipment. (See Note 2). The Company's fourth quarter results are only for
the period from December 12, 1996, to December 28, 1996, the period
following the acquisition by C&A.
(2) Net income for the fourth quarter of 1994 was increased by $1.3 million
relating to a change in JPS Automotive's method of compensating certain
employees for vacation.
F-32
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholder of
JPS Automotive Products Corp.:
We have audited the accompanying balance sheet of JPS Automotive Products Corp.
(a Delaware corporation and subsidiary of JPS Automotive L.P.) as of December
28, 1996. This financial statement is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of JPS Automotive Products Corp. as of
December 28, 1996, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina,
March 10, 1997.
F-33
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholder of JPS AUTOMOTIVE PRODUCTS CORP.:
We have audited the accompanying balance sheet of JPS Automotive Products Corp.
and subsidiaries (successor to JPS Auto, Inc. and subsidiaries and Synthetic
Industrial Fabrics, a division of JPS Converter and Industrial Corp.)
(collectively, "Products Corp.") as of December 31, 1995, and the related
consolidated and combined statements of operations, owners' equity and cash
flows for the period from June 29, 1994 to January 1, 1995, and the period from
January 3, 1994 to June 28, 1994. These consolidated and combined financial
statements are the responsibility of Products Corp.'s management. Our
responsibility is to express an opinion on these consolidated and combined
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated and combined financial statements referred to
above present fairly, in all material respects, the financial position of
Products Corp. as of December 31, 1995, and the consolidated and combined
results of their operations and their cash flows for the period from June 29,
1994 to January 1, 1995, and the period from January 3, 1994 to June 28, 1994 in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Spartanburg, South Carolina
February 9, 1996
F-34
<PAGE>
JPS AUTOMOTIVE PRODUCTS CORP. AND SUBSIDIARIES
BALANCE SHEETS
(DOLLARS IN THOUSANDS)
DECEMBER 28, DECEMBER 31,
1996 1995
ASSETS
CURRENT ASSETS - Cash $1 $1
==== ====
LIABILITIES AND SHAREHOLDER'S EQUITY
LIABILITIES $0 $0
SHAREHOLDER'S EQUITY:
Common stock, par value $0.01 per share;
10,000,000 shares authorized,
100 shares issued and outstanding 0 0
Additional paid-in capital 1 1
---- ---------
Total shareholder's equity 1 1
$1 $1
===== ===========
The accompanying notes to consolidated and
combined financial statements are an
integral part of these balance sheets.
F-35
<PAGE>
JPS AUTOMOTIVE PRODUCTS CORP. AND SUBSIDIARIES
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
PREDECESSOR
COMPANY
PERIOD FROM PERIOD FROM
JUNE 29, 1994, JANUARY 3, 1994,
TO JANUARY 1, TO JUNE 28, 1994
1995
NET SALES $80,423 $180,317
COST OF GOODS SOLD 64,347 152,316
------------ -------------
Gross profit 16,076 28,001
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 5,994 10,410
ALLOCATED PARENT COMPANY CHARGES 0 4,645
----------- ------------
Income from operations 10,082 12,946
INTEREST EXPENSE 5,480 1,605
OTHER INCOME (EXPENSE), NET 30 (1,071)
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY (173) 591
----------- --------------
Income before income taxes 4,459 10,861
INCOME TAX PROVISION 100 4,019
---------- -----------
NET INCOME $ 4,359 $ 6,842
========= ============
The accompanying notes to consolidated and
combined financial statements are an
integral part of these balance sheets.
F-36
<PAGE>
JPS AUTOMOTIVE PRODUCTS CORP. AND SUBSIDIARIES
CONSOLIDATED AND COMBINED STATEMENTS OF OWNERS' EQUITY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COMBINED
SHAREHOLDER'S ADDITIONAL
AND PAID-IN RETAINED
SHARES AMOUNT DIVISIONAL CAPITAL EARNINGS TOTAL
EQUITY
<S> <C> <C> <C> <C> <C> <C>
PREDECESSOR COMPANY:
Balance, January 2, 1994 $91,956 $91,956
Net assets transferred to JPS Textile (30,238) (30,238)
Net income 6,842 6,842
Balance, June 28, 1994 --------- -------
68,560 68,560
Acquisition of assets from JPS Textile (68,560) (68,560)
THE COMPANY:
Contributions by JPS Automotive L.P. 1 $0 0 $90,001 90,001
Net income 0 0 0 0
$4,359 4,359
Transfer of assets and liabilities to JPS
Automotive L.P.
0 (90,000) (4,359) (94,359)
------ ----- ------- -------- ------- -------
Balance, January 1, 1995 1 $0 $ 0 $ 1 $ 0 $ 1
======= ===== ======== ========= ====== ========
</TABLE>
The accompanying notes to consolidated and
combined financial statements are an
integral part of these balance sheets.
F-37
<PAGE>
JPS AUTOMOTIVE PRODUCTS CORP. AND SUBSIDIARIES
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PREDECESSOR
COMPANY
PERIOD FROM PERIOD FROM
JUNE 29, JANUARY 3,
1994, TO 1994, TO
JANUARY 1, JUNE 28, 1994
1995
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 4,359 $ 6,842
Adjustments to reconcile net income to net cash provided by operating
activities-
Depreciation and amortization of property, plant and equipment 2,230 5,397
Amortization of intangible assets 1,021 0
Interest accretion and debt issuance cost amortization 216 157
Deferred income taxes 3,383 (226)
Cumulative effect of accounting change 0 0
Other, net (44) 2,060
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable 1,944 4,605
Inventories (2,620) (3,109)
Accounts payable (4,706) 6,576
Other assets and liabilities (1,227) 9,851
--------- ----------
Net cash provided by operating activities 4,556 32,153
--------- -----------
INVESTING ACTIVITIES:
Capital expenditures (3,376) (17,575)
Acquisition, net of cash acquired (270,646) 0
Other 12 0
---------- ----------
Net cash used in investing activities (274,010) (17,575)
----------- -----------
FINANCING ACTIVITIES:
Net cash provided to JPS Textile 0 (30,238)
Revolving credit borrowings, net 389 16,823
Proceeds from long-term debt 190,000 0
Repayment of long-term debt (336) (449)
Debt issuance costs (7,041) 0
Capital contributions from partners 90,001 0
Distributions to minority interest (113) 0
Transfer of net assets to JPS Automotive L.P. (4,250) 0
---------- ----------
Net cash provided by (used in) financing activities 268,650 (13,864)
-------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (804) 714
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 805 91
----------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1 $ 805
========== ==========
</TABLE>
The accompanying notes to consolidated and
combined financial statements are an
integral part of these balance sheets.
F-38
<PAGE>
JPS AUTOMOTIVE PRODUCTS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF PRESENTATION:
JPS Automotive Products Corp. ("Products Corp.") operated in the industrial
fabrics and products segment, including the design, manufacture and sale of
carpet components and interior fabrics for passenger cars and light trucks and
other specialty industrial fabrics.
Products Corp., a newly formed entity, was acquired by JPS Automotive L.P. ("JPS
Automotive"), a partnership in which Foamex-JPS Automotive L.P. ("FJPS") owned a
99% limited partnership interest and JPSGP Inc. owned a 1% general partnership,
for nominal consideration on May 25, 1994. FJPS and JPSGP Inc. are wholly owned
subsidiaries of Foamex International Inc. ("Foamex"). On June 28, 1994, FJPS and
JPSGP Inc. invested $90.0 million in JPS Automotive which, in turn, invested a
like amount in Products Corp.
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 JPS Automotive, which agreed to assume such liabilities.
Subsequently, Products Corp. did not have any operations and, accordingly, no
statement of operations or cash flows has been presented for 1996 or 1995.
Prior to October 3, 1994, Products Corp. was the beneficial owner of an 80%
interest in Cramerton Automotive Products, L.P. ("Cramerton"). Products Corp.
owned a 79.5% limited partnership interest and, through Cramerton Management
Corporation ("CMC"), beneficially owned a 0.5% general partnership interest.
These interests were transferred to JPS Automotive on October 3, 1994.
On December 11, 1996, all of the outstanding equity of JPS Automotive was
acquired from Foamex by Collins & Aikman Corporation ("C&A") through its
subsidiaries (the "1996 Acquisition") (see Note 2).
The balance sheets as of December 28, 1996, and December 31, 1995, and the
consolidated statements of operations, cash flows, and owners' equity for the
period from June 29, 1994, to January 1, 1995, pertain to Products Corp. and its
subsidiaries.
The accompanying combined financial statements for the periods from January 3,
1994, to June 28, 1994, include the combined individual operations of JPS Auto
Inc. ("JPS Auto"), a wholly owned subsidiary of JPS Textile; Cramerton, a
limited partnership joint venture formed on December 2, 1991, 80% owned by JPS
Auto; and Synthetic Industrial Fabrics, a division of JPS Converter & Industrial
Corp. ("C&I"), a wholly owned subsidiary of JPS Textile (collectively, the
"Predecessor Company").
F-39
<PAGE>
The Predecessor Company financial statements include an allocation of the
expenses of JPS Textile. The Predecessor Company operated in the industrial
fabrics and automotive products segment, including the design, manufacture and
sale of carpet components and interior fabrics for passenger cars and light
trucks and other specialty industrial fabrics. Significant intercompany
transactions and accounts have been eliminated. The minority investor's
proportionate share of net assets in Cramerton has been recorded as minority
interest in the accompanying financial statements.
2. JPS AUTOMOTIVE ACQUISITIONS:
THE 1994 ACQUISITION
On June 28, 1994, Products Corp. acquired the businesses and assets of the
automotive products and industrial fabrics divisions of JPS Textile. The
acquired assets included property, plant and equipment, inventories and certain
contract rights, as well as certain stock and limited and general partnership
interests in certain joint ventures. As part of the 1994 Acquisition, agreements
were reached relating to the purchase of assets, the granting of a reciprocal
easement, a provision for certain services, the supply of certain materials and
the sharing of taxes. The 1994 Acquisition was made pursuant to the terms of an
asset purchase agreement, dated as of May 25, 1994 (the "Asset Purchase
Agreement"), by and among JPS Textile, JPS Auto, C&I, Products Corp. and Foamex.
The aggregate consideration for the 1994 Acquisition was $287.3 million which
includes acquisition costs of $8.0 million and the assumption of long-term debt
of $15.6 million. The cost of the acquisition was allocated on the estimated
basis of the fair value of the assets acquired and the liabilities assumed. The
acquisition was funded by (i) the net proceeds from the sale by Products Corp.
of $180.0 million in 11-1/8% senior notes due 2001 (the "Senior Notes"), (ii)
$10.0 million in term loan borrowings by JPS Automotive, and (iii) $90.0 million
in cash received by Products Corp. in the form of capital contributions. The
excess of the purchase price over the estimated fair value of the net assets
acquired was approximately $159.3 million and was being amortized using the
straight-line method over 40 years.
THE 1996 ACQUISITION
As discussed in Note 1, on December 11, 1996, C&A, through its subsidiaries,
acquired JPS Automotive, including its ownership interest in Products Corp.,
from Foamex pursuant to an Equity Purchase Agreement dated August 28, 1996, as
amended December 11, 1996. 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. The 1996 Acquisition has been
accounted for as a purchase; however, adjustment was not required because the
historical value of the assets and liabilities of Products Corp. reflected fair
value at the time of the 1996 Acquisition.
F-40
<PAGE>
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
CONSOLIDATION
For the period from June 29, 1994, to October 3, 1994, the consolidated and
combined financial statements included the accounts of Products Corp. and all
subsidiaries that Products Corp. directly or indirectly controls, either through
majority ownership or otherwise. Subsequent to October 3, 1994, the financial
statements include the accounts of Products Corp. Minority interest represents
the minority shareholder's proportionate share of the equity in certain of
Products Corp.'s consolidated subsidiaries, primarily Cramerton as of January 2,
1994. Intercompany accounts and transactions have been eliminated in
consolidation. Investments in 20% to 50% controlled companies are accounted for
on the equity method.
FISCAL YEAR
As a result of the 1996 Acquisition, Products Corp.'s fiscal year ends on the
last Saturday of December. Prior to that time, Products Corp.'s fiscal year
ended on the Sunday closest to the thirty-first day of December.
POSTEMPLOYMENT BENEFITS
Effective June 29, 1994, the Predecessor Company adopted SFAS No. 112,
"Employers' Accounting for Postemployment Benefits." Under this method of
accounting, benefits are accrued when it becomes probable that such benefits
will be paid and when sufficient information exists to make reasonable estimates
of the amounts to be paid. Prior to June 29, 1994, the Predecessor Company
recognized the cost of providing these benefits on a cash basis. Prior year
financial statements have not been restated to reflect the changes in accounting
principle relating to SFAS No. 112.
REVENUE RECOGNITION
Products Corp. recognizes revenue from product sales when it has shipped the
goods or ownership has been transferred to the customer for goods to be held for
future shipment at the customer's request. Products Corp. generally allows its
customers the right of return only in the case of defective products. Products
Corp. provides a reserve for estimated defective product costs at the time of
the sale of the products. Net sales to three customers accounted for over 50% of
total net sales for all periods presented.
RESEARCH AND DEVELOPMENT
Products Corp. incurred research and development costs of approximately $1.3
million for the period from June 29, 1994, to January 1, 1995, and the
Predecessor Company incurred research and development costs of approximately
$2.5 million for the period from January 3, 1994, to June 28, 1994.
INTEREST RATE SWAP AGREEMENT
The differential to be paid or received under an interest rate swap agreement
will be recognized in the current period as interest rates change as an
adjustment to interest and debt issuance expense. At December 28, 1996, there
were no outstanding interest rate swap agreements.
F-41
<PAGE>
INCOME TAXES
Income taxes were accounted for under the liability method, in which deferred
income taxes are provided for temporary differences between the financial
reporting and income tax basis of assets and liabilities using the income tax
rates, under existing legislation, expected to be in effect at the date such
temporary differences are expected to reverse.
Income taxes for the Predecessor Company were also determined in accordance with
SFAS No. 109. The operating results of the Predecessor Company were included in
the consolidated income tax returns of JPS Textile. All state income tax
payments were made by the Predecessor Company. The amounts reflected in the
provision for income taxes are based on applicable federal and state statutory
rates, adjusted for permanent differences between financial and taxable income.
In effect, the income tax provision is computed on a separate return basis.
4. LONG-TERM DEBT:
PREDECESSOR COMPANY DEBT
The subsidiaries of JPS Textile, including the Predecessor Company, were
allocated borrowings under JPS Textile's $150.0 million senior credit facility.
A pro-rata share of the total senior credit facility debt and the related
accrued interest, debt issuance costs and interest expense was allocated to the
Predecessor Company and included in the financial statements for the period
presented based on ratios stated in the senior credit facility agreement. The
Predecessor Company's portion of the senior credit facility was paid in full in
connection with the 1994 Acquisition, and all of the Predecessor Company's
obligations and guarantees associated with such debt were terminated.
The Predecessor Company and other subsidiaries of JPS Textile paid a fee of 1/2%
per annum of the average unused line of credit. All senior borrowings bore
interest at either of two rates selected by JPS Textile: a base rate (as
defined) plus 1-1/2% per annum (7.5% at January 2, 1994) or at the Eurodollar
rate (as defined) plus 3.0% per annum (6.25% at January 2, 1994).
In June 1993, Cramerton entered into a revised financing agreement with a bank,
which provided for a $10.0 million revolving line of credit. Interest on the
borrowings were at a rate based on any one of four rate options selected by
Cramerton. At January 2, 1994, borrowings were subject to the floating CD rate
plus 1.85% which was 5-3/8%. In addition, Cramerton paid a 3/8% fee on the
unused portion of the revolving line of credit.
5. EMPLOYEE BENEFIT PLANS:
PREDECESSOR COMPANY PLANS
The Predecessor Company participated in defined benefit pension, 401(k) savings
and other postretirement benefit plans sponsored by JPS Textile.
F-42
<PAGE>
Substantially all of the Predecessor Company's employees were covered by defined
benefit pension plans sponsored by the Predecessor Company and JPS Textile. The
plans provided pension benefits that were based on the employees' average
compensation for the applicable computation period and years of credited
service. JPS Textile's policy was to fund the annual contribution required by
applicable laws. During the period January 3, 1994, to June 28, 1994, JPS
Textile charged the Predecessor Company pension costs, based on actuarial
valuations, of approximately $0.3 million. The assets and liabilities associated
with the Predecessor Company's plans for nonunion employees and retirees as of
the date of the 1994 Acquisition were retained by JPS Textile.
The Predecessor Company also participated in JPS Textile's salaried employees'
savings, investment and profit-sharing plan which was available to employees
meeting eligibility requirements. The plan was a tax qualified plan under
Section 401(k) of the Internal Revenue Code. The Predecessor Company made a
matching contribution of 25% of each participant's contribution with a maximum
matching contribution of 1-1/2% of each participant's base compensation. The
Predecessor Company's contributions were approximately $0.1 million for the
period from January 3, 1994, to June 28, 1994. Assets and liabilities associated
with the Predecessor Company's employees and retirees as of the date of the 1994
Acquisition have been transferred to the 401(k) plan currently maintained by JPS
Automotive.
POSTRETIREMENT BENEFITS
Products Corp. provided postretirement health care and life insurance for
eligible employees. These plans were unfunded, and the Predecessor Company
retained the right, subject to existing agreements, to modify or eliminate these
benefits.
The net postretirement benefit cost amounted to approximately $0.1 million for
each of the periods ended June 29, 1994, to January 1, 1995, and January 3,
1994, to June 28, 1994.
POSTEMPLOYMENT BENEFITS
Products Corp. provided certain postemployment benefits to former or inactive
employees and their dependents during the time period following employment but
before retirement. On June 29, 1994, Products Corp. adopted SFAS No. 112
"Employers' Accounting for Postemployment Benefits." Prior to June 29, 1994,
postemployment benefit expenses were recognized primarily as they were paid.
Products Corp.'s adoption of SFAS No. 112 did not have a significant impact on
the consolidated statements of operations.
LONG-TERM INCENTIVE PLAN
JPS Textile and the Predecessor Company had a long-term incentive plan (the
Incentive Plan) for certain of its key executives. The Incentive Plan provided
for payments to participants based on the achievement of specified levels of
cumulative operating earnings for the three years ending in 1994. The policy was
to accrue the cost of the Incentive Plan as actual earnings occur if the
earnings for the three-year period were expected to reach the specified levels.
As of January 2, 1994, $1.4 million was accrued for the Incentive Plan. The
Incentive Plan and any related liabilities were not assumed in connection with
the 1994 Acquisition.
F-43
<PAGE>
6. INCOME TAXES:
The provision (benefit) for income taxes includes the following (in thousands):
PREDECESSOR
COMPANY
PERIOD FROM PERIOD FROM
JUNE 29, 1994, JANUARY 3, 1994,
TO JANUARY 1, TO JUNE 28, 1994
1995
Federal:
Current $ 0 $3,798
Deferred 0 (95)
------- -----------
0 3,703
------ ----------
State:
Current 100 324
Deferred 0 (8)
------------ ------
100 316
----------- --------
$100 $4,019
========== =========
A reconciliation of the statutory federal income tax to the effective income tax
is as follows (in thousands):
<TABLE>
<CAPTION>
PREDECESSOR
COMPANY
PERIOD FROM PERIOD FROM
JUNE 29, 1994, JANUARY 3, 1994,
TO JANUARY 1, TO JUNE 28, 1994
1995
<S> <C> <C>
Statutory income tax $1,516 $3,801
State income tax, net of federal benefit 66 316
Benefit associated with transfer of net assets to
JPS Automotive L.P. (1,482) 0
Other 0 (98)
------- -------
$ 100 $4,019
======== =======
</TABLE>
7. COMMITMENTS AND CONTINGENCIES:
OPERATING LEASES
Products Corp. was obligated under noncancelable lease agreements for the rental
of facilities, machinery and computer equipment. Rental expense charged to
operations under operating leases approximated $0.5 million for the period from
June 29, 1994, to January 1, 1995, and by the Predecessor Company approximated
$0.9 million for the period from January 3, 1994, to June 28, 1994.
Substantially all such rental expense represented the minimum rental payments
under operating leases.
F-44
<PAGE>
CO-OBLIGOR
Products Corp. is the co-obligor (and co-registrant) for the Senior Notes and
borrowings under the JPS Automotive Credit Agreement. As a result of the 1996
Acquisition, the JPS Automotive Credit Agreement was repaid and terminated.
11-1/8% SENIOR NOTES (SENIOR NOTES)
The Senior Notes were issued on June 28, 1994. Interest on the Senior Notes is
payable semiannually on June 15 and December 15 of each year, commencing on
December 15, 1994. The Senior Notes mature on June 15, 2001.
As discussed in Note 2, at the time of the 1996 Acquisition, $180 million
principal amount of the Senior Notes were outstanding. Of this amount, $68
million had been purchased by C&A prior to the 1996 Acquisition on the open
market and were subsequently retired.
JPS Automotive is not required to make mandatory redemption or sinking fund
payments except in the case of certain asset sales or a change of control (as
defined in the indenture for the Senior Notes). In addition, the Senior Notes
are not subject to optional redemption, except in connection with certain public
offerings of common stock or following a change of control (as so defined). The
1996 Acquisition resulted in a change of control which, under the terms of the
indenture for the Senior Notes, gave holders of the Senior Notes the right to
put their notes to JPS Automotive at a price of 101% of their principal amount
plus accrued interest. Approximately $3.9 million principal amount of Senior
Notes were so put to JPS Automotive and then repurchased on March 10, 1997.
The Senior Notes rank senior in right of payment to all existing or future
subordinated indebtedness of JPS Automotive and on an equal basis in right of
payment with all existing or future senior indebtedness of JPS Automotive.
F-45
<PAGE>
8. RELATED-PARTY TRANSACTIONS AND ALLOCATIONS:
PRODUCTS CORP.
In connection with the 1994 Acquisition, Products Corp. entered into a supply
agreement (the "Supply Agreement") and a services agreement (the "Services
Agreement") with Foamex. Pursuant to the terms of the Supply Agreement, at the
option of Products Corp., Foamex would purchase certain raw materials which were
necessary for the manufacture of Products Corp.'s products, and resell such
materials to Products Corp. at a price equal to net cost plus reasonable
out-of-pocket expenses. During the period June 29, 1994, to January 1, 1995,
Products Corp. did not purchase raw materials from Foamex. Pursuant to the terms
of the Services Agreement, Foamex would supply Products Corp. with certain
managerial services on an as-needed basis. Products Corp. would pay Foamex and
its affiliates' costs, plus allocated overhead, for the services provided
pursuant to the Services Agreement. During the period June 29, 1994, to January
1, 1995, Products Corp. did not incur significant costs under the Services
Agreement. At the time of the 1996 Acquisition, Foamex assigned to Collins &
Aikman Products Co., a subsidiary of C&A, the Services Agreement.
PREDECESSOR COMPANY
The accompanying Predecessor Company combined statement of operations includes
an allocation of JPS Textile's expenses, "allocated parent company charges," to
the Predecessor Company. These expenses include compensation and benefits
relating to JPS Textile's corporate management personnel, management fees
incurred by JPS Textile under certain agreements with JPS Textile's
shareholders, occupancy costs and depreciation and amortization attributable to
JPS Textile's corporate offices and legal, accounting and other professional
services fees. Parent company expenses not directly attributable to any one of
JPS Textile's subsidiaries have been allocated to the Predecessor Company based
principally on relative sales levels which, in management's opinion, is a
reasonable method of allocation. The Predecessor Company estimates that, on a
stand-alone basis, such expenses would have been $0.4 million annually and would
have been attributable solely to legal, accounting and other professional
services.
The operations of the Predecessor Company were a part of JPS Textile's
centralized cash management system. Under this system, cash received from the
Predecessor Company's operations was transferred to JPS Textile's centralized
cash accounts and cash disbursements were funded from these centralized cash
accounts.
A Products Corp. manufacturing facility was structurally connected to a JPS
Textile facility. However, the operations were substantially separate, and the
accompanying financial statements reflect the Predecessor Company's assets and
the costs associated with its portion of the facility. Cost of goods sold
includes net purchases of materials and manufacturing services from JPS Textile
of approximately $1.6 million for the period from January 3, 1994, to June 28,
1994.
Selling, general and administrative expenses include amounts charged to the
Predecessor Company by JPS Textile for various services and common warehousing,
net of amounts charged to JPS Textile for certain warehousing costs. Such net
charges were based on usage or other methods which management believes to be
reasonable and amounted to approximately $0.6 million for the period from
January 3, 1994, to June 28, 1994.
F-46
<PAGE>
The Predecessor Company sold to other entities of JPS Textile certain products
of approximately $1.8 million for the period from January 3, 1994, to June 28,
1994.
CRAMERTON
Commencing October 31, 1993, Seiren U.S.A. Corporation ("Seiren U.S.A.") was
paid marketing assistance fees annually under the terms of an agreement with
Cramerton. These fees were equal to 1% of the first $30.0 million of Cramerton's
sales of bodycloth material to Japanese automakers with U.S. assembly operations
and 1-1/2% of such sales exceeding $30.0 million. These fees amounted to $0.1
million for the period from June 29, 1994, to January 1, 1995.
Cramerton incurred costs with Seiren Co., Ltd., parent company of Seiren U.S.A.,
and Seiren U.S.A. approximating $0.5 million for the period from January 3,
1994, to June 28, 1994, pursuant to agreements with these companies for the
provision to Cramerton of consulting services, technical personnel, fabric and
processing.
9. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (IN THOUSANDS):
PREDECESSOR
COMPANY
PERIOD FROM PERIOD FROM
JUNE 29, 1994, JANUARY 3, 1994,
TO JANUARY 1, TO JUNE 28, 1994
1995
Cash paid for interest $5,021 $1,355
Cash paid for income taxes 50 4,122
=========== ==============
10. QUARTERLY FINANCIAL DATA (UNAUDITED):
The quarterly financial data of Products Corp. subsequent to its initial public
offering of the Senior Notes in June 1994 is as follows (in thousands):
1994
THIRD FOURTH
QUARTER QUARTER
Net sales $80,423 $0
Gross profit 16,076 0
Net income 4,359 0
======== =======
F-47
<PAGE>
S-1
JPS AUTOMOTIVE L.P.
JPS AUTOMOTIVE PRODUCTS CORP.
INDEX TO FINANCIAL STATEMENT SCHEDULE
PAGE
Index to Financial Statement Schedule S-1
Schedule II - Valuation and Qualifying Accounts - JPS Automotive L.P. S-2
All other schedules are omitted since the required information is not present or
is not present in amounts sufficient to require submission of the schedule, or
because the information required is included in the consolidated financial
statements and notes thereto.
S-1
<PAGE>
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE CHARGED TO CHARGED TO BALANCE AT
AT COSTS AND OTHER END OF
BEGINNING EXPENSES ACCOUNTS (1) DEDUCTIONS (2) PERIOD
OF PERIOD
<S> <C> <C> <C> <C> <C>
Period from December 12, 1996, to
December 28, 1996:
Allowances for doubtful accounts $ 4,239 $ 138 $ 0 $ 0 $ 4,377
Claims, returns and other allowances 1,640 100 0 0 1,740
------- ------- ------- ------- -------
$ 5,879 $ 238 $ 0 $ 0 $ 6,117
======= ======= ======= ======= =======
Period from January 1, 1996, to
December 11, 1996:
Allowances for doubtful accounts $ 4,582 $ (335) $ 0 $ (8) $ 4,239
Claims, returns and other allowances 1,706 (3) 0 (63) 1,640
------- ------- ------- ------- -------
$ 6,288 $ (338) $ 0 $ (71) $ 5,879
======= ======= ======= ======= =======
Year ended December 31, 1995:
Allowances for doubtful accounts $ 1,195 $ 2,173(3) $ 1,214(4) $ 0 $ 4,582
Claims, returns and other allowances 2,388 0 (682) 0 1,706
------- ------- ------- ------- -------
$ 3,583 $ 2,173 $ 532 $ 0 $ 6,288
======= ======= ======= ======= =======
Period from June 29, 1994, to
January 1, 1995:
Allowances for doubtful accounts $ 989 $ 234 $ 0 $ (28) $ 1,195
Claims, returns and other allowances 1,607 0 781 0 2,388
------- ------- ------- ------- -------
$ 2,596 $ 234 $ 781 $ (28) $ 3,583
======== ========== ========== ========= =========
Period from January 3, 1994, to
June 28, 1994
Allowances for doubtful accounts $ 57 $ 141 $ 820(5) $ (29) $ 989
Claims, returns and other allowances 1,168 0 439 0 1,607
------- ------- ------- ------- -------
$ 1,225 $ 141 $ 1,259 $ (29) $ 2,596
======== ========== ========== ========= =========
</TABLE>
(1) Change in various reserves charged to net sales.
(2) Uncollected receivables written off, net of recoveries.
(3) For the year ended December 31, 1995, approximately $2.0 million of the
amount relates to the Mexican joint venture and is included in cost of
goods sold.
(4) For the year ended December 31, 1995, approximately $1.1 million of the
amount was reclassified from related allowance accounts on the opening
balance sheet of JPS Automotive.
(5) Represents allowance for doubtful accounts recorded in connection with the
1994 Acquisition.
S-2
<PAGE>
EXHIBIT 3.5
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF LIMITED PARTNERSHIP OF
JPS AUTOMOTIVE L.P.
The undersigned, desiring to amend the Certificate of Limited
Partnership of JPS Automotive L.P. pursuant to Section 17-202 of the Delaware
Revised Uniform Partnership Act, hereby certifies as follows:
FIRST: The name of the limited partnership is JPS Automotive L.P.
(hereinafter, the "Partnership").
SECOND: Item 3 of the Certificate of Limited Partnership is amended as
follows:
"3. JPSGP Inc. has withdrawn as a general partner of the Partnership. The
name and business address of the general partner of the Partnership is PACJ,
Inc., 701 McCullough Drive, Charlotte, North Carolina 28262."
IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Amendment to the Certificate of Limited Partnership to be duly executed as of
the 11th day of December, 1996.
General Partner
PACJ, Inc.
By: /s/ J. Michael Stepp
____________________________
<PAGE>
EXHIBIT 3.6
FIRST AMENDMENT TO THE FIRST AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF JPS AUTOMOTIVE L.P.
DATED AS OF DECEMBER 11, 1996
BY AND AMONG
JPSGP INC.,
FOAMEX-JPS AUTOMOTIVE L.P.
AND
FOAMEX INTERNATIONAL INC.
<PAGE>
FIRST AMENDMENT TO THE FIRST AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF JPS AUTOMOTIVE L.P.
This First Amendment (the "Amendment") is made as of December
11, 1996, by and among JPSGP Inc., a Delaware corporation ("JPSGP"), and
FOAMEX-JPS AUTOMOTIVE L.P., a Delaware limited partnership ("FJPS"), and amends
the First Amended and Restated Agreement of Limited Partnership of JPS
Automotive L.P. dated as of June 27, 1994 (the "Agreement"). Capitalized terms
used but not otherwise defined herein shall have the respective meanings
assigned to such terms in the Agreement.
WHEREAS, pursuant to the Equity Purchase Agreement dated as of
August 28, 1996, as amended (the "Equity Purchase Agreement"), by and among
FJPS, JPSGP and Collins & Aikman Products Co., FJPS and JPSGP have agreed to
sell all of their partnership interests in the Partnership and to convert the
Partnership into an association taxable as a corporation for federal, state and
local income tax purposes;
WHEREAS, in connection with the Equity Purchase Agreement,
JPSGP wishes to bifurcate its 1% general partnership interest in the Partnership
into a 0.0001% general partnership interest and a 0.9999% limited partnership
interest, which limited partnership interest it will immediately distribute to
FII (the "Restructuring"); and
WHEREAS, the Partners wish to amend the Agreement to (i)
convert the Partnership into an association taxable as a corporation for
federal, state and local income tax purposes, (ii) provide for the
Restructuring, (iii) provide for the transfer of limited partnership interests
in the Partnership without the consent of other Partners, (iv) increase the term
of the Partnership, and (v) admit FII as a new limited partner.
NOW THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good, valuable and binding
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Amendments. The Partners hereby amend the Agreement
as follows:
(a) Amendments to Article 1 of the Agreement. The definitions
of "Participation Percentages" and "General Partner's Participation Percentage"
contained in Section 1.1 are hereby amended and restated in their entirety and a
definition of "FII Partner's Participation Percentage is added thereto to read
as follows:
"FII's Partner Participation Percentage" means 0.9999%.
<PAGE>
"General Partner's Participation Percentage" means 0.0001%.
"Participation Percentages" means the FJPS Partner's
Participation Percentage, the General Partner's Participation Percentage, the
FII Partner's Participation Percentage and the participation percentage
associated with any additional Partnership Interest in the Partnership.
(b) Amendments to Article 2 of the Agreement. Section 2.5 is
hereby amended to read as follows:
Section 2.5. Term. The term of the Partnership shall continue
in perpetuity unless sooner terminated by the Partners or pursuant to the terms
hereof.
(c) Amendments to Article 6 of the Agreement. (i) Section 6.6
is hereby amended in its entirety to read as follows:
Section 6.6. Tax Returns and Tax Reporting Information. The
General Partner shall cause to be prepared for each year until the termination
of the Partnership (a) Federal, state and local income tax returns of the
Partnership and (b) all necessary tax reporting information required by the
Partners for the preparation of their respective Federal, state and local income
tax returns. It is the intent of the Partners that the Partnership be treated as
an association taxable as a corporation for Federal, state and local income tax
purposes.
(ii) Sections 6.7 and 6.8 are hereby deleted in their
entirety. Section 6.9 is hereby renumbered as Section 6.7.
(d) Amendments to Article 9 of the Agreement.
(i) Section 9.1(a) is hereby amended in its entirety to read
as follows:
Section 9.1 Required Consents.
(a) A Limited Partner may sell, assign, transfer, mortgage,
charge or otherwise encumber or hypothecate, or suffer any third party to sell,
assign, transfer, mortgage, charge or otherwise encumber or hypothecate (or
contract to do or permit any of the foregoing, whether voluntarily or by
operation of law) (each, a "Transfer") any part or all of its interest in the
Partnership without the written consent of the other Partners. The General
Partner shall not Transfer any part or all of its general partnership interest
in the Partnership except as contemplated by the Equity Purchase Agreement.
(ii) Section 9.2(a) is hereby amended in its entirety to read
as follows:
Section 9.2 Admission of Transferees. (a) Upon a Transfer
referred to in Section 9.1(a), the transferee may be admitted as
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<PAGE>
a substitute limited partner of the Partnership without the written consent of
the Partners. Upon a transfer of the general partnership interest permitted
pursuant to Section 9.1(a), the transferee may be admitted as a substitute
general partner of the Partnership with the written consent of all of the
Partners.
(e) Amendments to Article 10 of the Agreement. Section 10.1 is
hereby amended to add the following subparagraph:
(e) The General Partner covenants that it shall not have the
right to withdraw from the Partnership, except following a Transfer of all of
its interest pursuant to the Equity Purchase Agreement, at any time during the
term of this Agreement, as defined under Section 2.5 hereof, and hereby
covenants not to attempt any such withdrawal.
(f) Amendments to Article 11 of the Agreement. Section 11.1 is
hereby amended in its entirety to read as follows:
Section 11.1 Dissolution. Notwithstanding any other provision
herein, neither the death, insanity, bankruptcy, retirement, resignation,
dissolution or expulsion of any Partner shall cause a dissolution of the
Partnership. If, notwithstanding the foregoing, any event would otherwise cause
a dissolution of the Partnership, the Partners hereby agree that, without any
further action, the Partnership shall not be dissolved, shall be mandatorily
reconstituted, and shall continue the business of the Partnership. Each Partner
is hereby granted an irrevocable power of attorney (which power is coupled with
an interest) by each other Partner to take all actions necessary to effect such
reconstitution and continuation. The Partnership may be dissolved only by
consent of all the Partners, as provided in Section 17-801(3) of the Act, or by
the entry of a decree of judicial dissolution pursuant to Section 17-802 of the
Act.
Section 2. Recapitalization of General Partner Interest. (a)
The Partners hereby agree that upon execution and delivery of this Amendment,
JPSGP's General Partner Interest is hereby bifurcated into a 0.0001% General
Partner interest and a 0.9999% limited partnership interest. Upon the execution
and delivery of this Amendment, JPSGP shall be deemed to have distributed such
limited partnership interest to FII. Notwithstanding the conversion of 0.9999%
of its general partnership interest to a limited partnership interest and
distribution of such limited partnership interest to FII, JPSGP shall continue
to be the General Partner of the Partnership.
(b) Upon the distribution by JPSGP to FII of its 0.9999%
limited partnership interest in the Partnership and the execution and delivery
of this Amendment, FII shall be and hereby is admitted to the Partnership as a
limited partner of the Partnership. FII, as a limited partner of the
Partnership,
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<PAGE>
hereby agrees to be bound by the terms and conditions of the Agreement and
this Amendment.
Section 3. Authority. The Partnership and the General Partner
on behalf of the Partnership, without any further act, vote or approval of any
Partner, are hereby authorized to enter into, and perform their obligations
under, each of the instruments and agreements necessary or desirable in
connection with this Amendment and the Restructuring, to which the Partnership
or the General Partner on behalf of the Partnership is a party, and any other
instrument or agreement referenced or contemplated therein, or necessary or
desirable, in the sole judgment of the General Partner, to effectuate the
transactions contemplated therein. All acts by the Partnership and the General
Partner heretofore taken on behalf of the Partnership which are in accordance
with Sections 1 and 2 are hereby approved, ratified and confirmed in all
respects and for all purposes.
Section 4. Consent and Waiver. Notwithstanding any of the
terms or provisions of the Agreement to the contrary, each of the parties hereto
hereby consents to all actions that are necessary or desirable to effectuate the
consummation of any and all of the transactions contemplated in Sections 1, 2
and 3 to the fullest extent necessary or desirable so as not to cause a
violation of or conflict with any provision of the Agreement and hereby waives
any and all rights it may have to challenge such transactions. All acts by the
Partnership, the General Partner heretofore taken on behalf of the Partnership
and the Partners which are in accordance with this Section 4 are hereby
approved, ratified and confirmed in all respects and for all purposes.
Section 5. Acknowledgment Regarding Tax Sharing Agreement. The
parties hereto (a) agree that for purposes of the Tax Sharing Agreement of the
Partnership (the "Tax Sharing Agreement"), (i) FII shall, for all purposes, be
deemed to be the successor and permitted assign of JPSGP, with respect to the
portion of its former 1% general partner interest, which was converted into a
0.9999% limited partnership interest and distributed to FII and (ii) the
Participation Percentages shall be calculated after giving effect to this
Amendment, and (b) consent to the assignment of such interest under the Tax
Sharing Agreement to FII.
Section 6. Effect of Amendment. On and after the date hereof,
each reference in the Agreement to "this Agreement," "hereof," "hereunder," or
words of like import referring to the Agreement shall mean and be a reference to
the Agreement as amended by this Amendment. The Agreement, as amended by this
Amendment, shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed.
Section 7. Further Assurances. From time to time upon request
and without further consideration, each of the parties
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<PAGE>
hereto shall, and shall cause its subsidiaries and affiliates to, execute,
deliver and acknowledge all such further instruments and do such further acts as
any other party hereto may reasonably require to evidence or implement the
transactions contemplated by this Amendment. Notwithstanding anything to the
contrary contained in the Agreement, each of the parties hereto hereby consents
to any and all of the transactions contemplated by this Amendment to the extent
necessary so as not to cause a default or event of default under such documents.
Section 8. Waiver. Any failure of any of the parties to comply
with any obligation, covenant, agreement or condition herein may be waived by
any of the parties entitled to the benefit thereof only by a written instrument
signed by each such party granting such waiver, but such waiver or failure to
insist upon strict compliance with such obligation, representation, warranty,
covenant, agreement or condition shall not operate as a waiver of or estoppel
with respect to any subsequent or other failure.
Section 9. Headings. The descriptive headings of the several
sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
Section 10. Governing Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of Delaware.
Section 11. Counterparts. For the convenience of the parties,
any number of counterparts of this Amendment may be executed by any one or more
parties hereto, and each such executed counterpart shall be, and shall be deemed
to be, an original, but all of which shall constitute, and shall be deemed to
constitute, in the aggregate but one and the same instrument.
Section 12. Severability. If any provision of this Amendment
shall be held to be illegal, invalid or unenforceable under any applicable law,
then such contravention or invalidity shall not invalidate the entire Amendment.
Such provision shall be deemed to be modified to the extent necessary to render
it legal, valid and enforceable, and if no such modification shall render it
legal, valid and enforceable, then this Amendment shall be construed as if not
containing the provision held to be invalid, and the rights and obligations of
the parties shall be construed and enforced accordingly.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their respective duly authorized officers thereunto
as of the date first written above.
JPSGP INC.
as General Partner
By: /s/ Philip N. Smith, Jr.
Name: Philip N. Smith, Jr.
Title: Vice President and Secretary
FOAMEX-JPS AUTOMOTIVE L.P.
as Limited Partner
By: FJGP Inc.
Its General Partner
By: /s/ Philip N. Smith, Jr.
Name: Philip N. Smith, Jr.
Title: Vice President and Secretary
FOAMEX INTERNATIONAL INC.
as Limited Partner
By: /s/ Philip N. Smith, Jr.
Name: Philip N. Smith, Jr.
Title: Vice President and Secretary
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<PAGE>
EXHIBIT 3.7
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF JPS AUTOMOTIVE L.P.
DATED AS OF DECEMBER 11, 1996
BY AND AMONG
JPSGP INC.,
COLLINS & AIKMAN PRODUCTS CO.,
PACJ, INC.,
FOAMEX-JPS AUTOMOTIVE L.P.
AND
FOAMEX INTERNATIONAL INC.
<PAGE>
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF JPS AUTOMOTIVE L.P.
This Second Amendment (the "Amendment") is made as of December
11, 1996, by and among JPSGP Inc., a Delaware corporation ("JPSGP"), Collins &
Aikman Products Co., a Delaware corporation ("C&A"), PACJ, Inc., a Delaware
corporation ("PACJ"), Foamex-JPS Automotive L.P., a Delaware limited partnership
("FJPS"), and Foamex International Inc., a Delaware corporation ("FII"), and
amends the First Amended and Restated Agreement of Limited Partnership of JPS
Automotive L.P. (the "Partnership"), dated as of June 27, 1994, as amended by
the First Amendment to the First Amended and Restated Agreement of Limited
Partnership of JPS Automotive dated December 11, 1996 (as so amended, the
"Partnership Agreement"). Capitalized terms used but not otherwise defined
herein shall have the respective meanings assigned to such terms in the
Partnership Agreement.
WHEREAS, JPSGP owns a 0.0001% general partnership interest,
FII owns a 0.9999% limited partnership interest and FJPS owns a 99% limited
partnership interest in the Partnership;
WHEREAS, pursuant to the terms and conditions of the Equity
Purchase Agreement, dated as of August 28, 1996, as amended (the "Equity
Purchase Agreement"), by and among JPSGP, FJPS, FII and C&A ("Purchaser"),
JPSGP, FII and FJPS have agreed to sell their respective Partnership Interests
to Purchaser; and
WHEREAS, the Partners wish to amend the Partnership Agreement
to (i) admit C&A as a limited partner of the Partnership, (ii) admit PACJ as a
general partner of the Partnership, (iii) provide for the withdrawal of FJPS and
FII as limited partners of the Partnership, (iv) provide for the withdrawal of
JPSGP as a general partner of the Partnership and (v) authorize and consent to
the transactions contemplated by the Equity Purchase Agreement (the
"Transactions"), to the extent the Partnership is a party thereto.
NOW THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good, valuable and binding
consideration, the receipt and sufficiency of which are hereby acknowledged, and
subject to the terms hereof, the parties hereto, intending to be legally bound,
hereby amend the Partnership Agreement as follows:
Section 1. Authority; Execution of Transaction Documents.
Notwithstanding any of the terms or provisions of the Partnership Agreement, the
Partnership and the General Partner on behalf of the Partnership, without any
further act, vote or approval of any Partner, are hereby authorized to enter
into, and perform their obligations under, each of the instruments and
agreements necessary or desirable in connection with the Transactions, to which
the Partnership or the General Partner on behalf of the Partnership is a party,
and any other instrument or
<PAGE>
agreement referenced or contemplated therein, or necessary or desirable, in the
sole judgment of the General Partner, to effectuate the transactions
contemplated therein (collectively, the "Transaction Documents"). All acts by
the Partnership and the General Partner heretofore taken on behalf of the
Partnership which are in accordance with this Section 1 are hereby approved,
ratified and confirmed in all respects and for all purposes.
Section 2. General Consent and Waiver. Notwithstanding any of
the terms or provisions of the Partnership Agreement, each of the parties hereto
hereby consents to all actions that are necessary or desirable to effectuate the
consummation of any and all of the transactions contemplated in the Transaction
Documents to the fullest extent necessary or desirable so as not to cause a
violation of or conflict with any provision of the Partnership Agreement and
hereby waives any and all rights it may have to challenge such transactions.
Section 3. Transactions. In furtherance of and in addition to
the general consents and waivers granted by the parties hereto in Section 2, and
without limiting in any way the scope of such consents and waivers:
(a) Admission of C&A. Notwithstanding any of the terms or
provisions of the Partnership Agreement to the contrary, upon the
transfer by FJPS to C&A of its 99% limited partnership interest in the
Partnership and by FII to C&A of its 0.9999% limited partnership
interest in the Partnership and upon the execution and delivery of this
Amendment, C&A shall be and hereby is admitted to the Partnership as a
limited partner of the Partnership. C&A, as a limited partner of the
Partnership, hereby agrees to be bound by the terms and conditions of
the Partnership Agreement and this Amendment and to assume the
obligations of FJPS and FII, as limited partners, arising under or in
connection with the Agreement.
(b) Admission of PACJ. Notwithstanding any of the terms or
provisions of the Partnership Agreement to the contrary, upon the
transfer by JPSGP to PACJ of its general partnership interest in the
Partnership, and upon the execution and delivery of this Amendment,
PACJ shall be and hereby is admitted to the Partnership as a general
partner of the Partnership. PACJ, as general partner of the
Partnership, hereby agrees to be bound by the terms and conditions of
the Partnership Agreement and this Amendment and to assume the
obligations of JPSGP, as general partner, arising under or in
connection with the Partnership Agreement.
(c) Withdrawal of FJPS. Notwithstanding any of the terms or
provisions of the Partnership Agreement to the contrary, upon the
execution and delivery of this Amendment, FJPS shall withdraw from the
Partnership as a Partner and
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<PAGE>
from and after the date hereof shall cease to be a limited partner
of the Partnership or have the power to xercise any right or power
as a limited partner of the Partnership. For purposes of this
Amendment, the admission of C&A pursuant to Section 3(a) is deemed to
occur immediately prior to the withdrawal of FJPS pursuant to this
Section 3(c).
(d) Withdrawal of JPSGP. Notwithstanding any of the terms or
provisions of the Partnership Agreement to the contrary, upon the
execution and delivery of this Amendment, JPSGP shall withdraw from the
Partnership as a Partner and from and after the date hereof shall cease
to be a general partner of the Partnership or have the power to
exercise any right or power as general partner of the Partnership. For
purposes of this Amendment, the admission of PACJ pursuant to Section
3(b) is deemed to occur immediately prior to the withdrawal of JPSGP
pursuant to this Section 3(d).
(e) Withdrawal of FII. Notwithstanding any of the terms or
provisions of the Partnership Agreement to the contrary, upon the
execution and delivery of this Amendment, FII shall withdraw from the
Partnership as a Partner and from and after the date hereof shall cease
to be a limited partner of the Partnership or have the power to
exercise any right or power as a limited partner of the Partnership.
For purposes of this Amendment, the admission of C&A pursuant to
Section 3(a) is deemed to occur immediately prior to the withdrawal of
FII pursuant to this Section 3(e).
(f) Continuation of Partnership. The parties hereto agree that
the consummation of the transactions contemplated in this Amendment,
the admission of C&A as a limited partner of the Partnership and PACJ
as a general partner of the Partnership, the withdrawal of FJPS and FII
as limited partners of the Partnership and the withdrawal of JPSGP as
general partner of the Partnership will not dissolve the Partnership
and that the business of the Partnership shall be continued by the
newly appointed General Partner.
Section 4. Release of JPSGP, FII and FJPS; Absence of
Liability; Indemnification.
(a) The Partnership hereby consents to the withdrawal of
JPSGP, FII and FJPS from the Partnership and hereby releases JPSGP, FII
and FJPS from any and all duties, obligations and liabilities as
general partner and limited partners, respectively of the Partnership.
(b) To the fullest extent permitted by law, the Partnership
shall indemnify JPSGP, FII and FJPS, their officers, directors and
employees against all expenses (including attorney's fees, judgments
and amounts paid in settlement) actually and reasonably incurred by any
of them in connection with any threatened, pending or completed
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<PAGE>
action, suit or proceeding against any of them or by, against or in the
right of the Partnership to which any of them was or is a party, or is
threatened to be made a party, involving an alleged cause of action
arising out of, or in any way related to or connected with (i) the
business or internal affairs of the Partnership, if, in the transaction
giving rise to such action, suit or proceeding, JPSGP, FII and/or FJPS
acted in good faith, without gross negligence or willful misconduct or
the willful breach of the Partnership Agreement and in a manner JPSGP,
FII and/or FJPS reasonably believed to be both within the scope of its
authority and in the best interest of the Partnership or (ii) any act
or omission of FJPS or of FII as a limited partner. Notwithstanding any
other provision of the Partnership Agreement, in no event shall FJPS,
JPSGP or FII be entitled to indemnification pursuant to this Section 4
for the amount of any indemnification required to be provided by any of
them under the Equity Purchase Agreement.
(c) To the fullest extent permitted by law, the Partnership
may pay the expenses incurred by JPSGP, FII and/or FJPS in defending a
civil or criminal action in advance of the final disposition of such
action; provided, that JPSGP, FII and/or FJPS undertakes to repay such
expenses if it is adjudicated not to be entitled to indemnification
under this Section 4.
Section 5. Effect of Amendment. On and after the date hereof,
each reference in the Partnership Agreement to "this Agreement", "hereof",
"hereunder" or words of like import referring to the Partnership Agreement shall
mean and be a reference to the Partnership Agreement as amended by this
Amendment. The Partnership Agreement, as amended by this Amendment, shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed.
Section 6. Further Assurances. From time to time upon request
and without further consideration, each of the parties hereto shall, and shall
cause its subsidiaries and affiliates to, execute, deliver and acknowledge all
such further instruments and do such further acts as any other party hereto may
reasonably require to evidence or implement the transactions contemplated by
this Amendment and the Transaction Documents. Notwithstanding anything to the
contrary contained in the Partnership Agreement or in any of the Transaction
Agreements, each of the parties hereto hereby consents to any and all of the
transactions contemplated by this Amendment and the Transaction Documents to the
extent necessary so as not to cause a default or event of default under such
documents.
Section 7. Waiver. Any failure of any of the parties to comply
with any obligation, covenant, agreement or condition herein may be waived by
any of the parties entitled to the benefit thereof only by a written instrument
signed by each such
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<PAGE>
party granting such waiver, but such waiver or failure to insist upon
strict compliance with such obligation, representation, warranty,
covenant, agreement or condition shall not operate as a waiver of or estoppel
with respect to any subsequent or other failure.
Section 8. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of Delaware regardless
of the laws that might otherwise govern under applicable principles of conflicts
of laws thereof.
Section 9. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
and delivered by means of facsimile transmission or otherwise, each of which
when so executed and delivered shall be deemed to be an original and all of
which when taken together shall constitute but one and the same Amendment. If
any party hereto elects to execute and deliver a counterpart signature page by
means of facsimile transmission, it shall deliver an original of such
counterpart to each of the other parties hereto within ten business days of the
date hereof, but in no event will the failure to do so affect in any way the
validity of the facsimile signature or its delivery.
Section 10. Severability. If any provision of this Amendment
shall be held to be illegal, invalid or unenforceable under any applicable law,
then such contravention or invalidity shall not invalidate the entire Amendment.
Such provision shall be deemed to be modified to the extent necessary to render
it legal, valid and enforceable, and if no such modification shall render it
legal, valid and enforceable, then this Amendment shall be construed as if not
containing the provision held to be invalid, and the rights and obligations of
the parties shall be construed and enforced accordingly.
Section 11. Headings. The headings used herein are for
convenience of reference only, are not a part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
any provision of this Amendment or the Partnership Agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their respective duly authorized officers thereunto
as of the date first written above.
JPSGP INC.,
as Withdrawing General Partner
/s/ Philip N. Smith, Jr.
By: Philip N. Smith, Jr.
Title: Vice President and Secretary
FOAMEX-JPS AUTOMOTIVE L.P.,
as a Withdrawing Limited Partner
By: FJGP INC.
Its: General Partner
/s/ Philip N. Smith, Jr.
By: Philip N. Smith, Jr.
Title: Vice President and Secretary
FOAMEX INTERNATIONAL INC.
as a Withdrawing Limited Partner
/s/ Philip N. Smith, Jr.
By: Philip N. Smith, Jr.
Title: Vice President and Secretary
PACJ, INC.
as General Partner
/s/ J. Michael Stepp
By: J. Michael Stepp
Title: Executive Vice President and
Chief Financial Officer
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<PAGE>
COLLINS & AIKMAN PRODUCTS CO.
as Limited Partner
/s/ J. Michael Stepp
By: J. Michael Stepp
Title: Executive Vice President
and Chief Financial Officer
JPS AUTOMOTIVE L.P.
By: PACJ, INC.
Its: General Partner
/s/ J. Michael Stepp
By: J. Michael Stepp
Title: Executive Vice President
and Chief Financial Officer
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<PAGE>
EXHIBIT 10.8
THIRD AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
CRAMERTON AUTOMOTIVE PRODUCTS, L.P.
Dated as of December 11, 1996
by and among
CRAMERTON MANAGEMENT CORP.
JPS AUTOMOTIVE L.P.
SEIREN U.S.A. CORPORATION
and
SEIREN AUTOMOTIVE TEXTILE CORPORATION
<PAGE>
THIRD AMENDMENT TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
CRAMERTON AUTOMOTIVE PRODUCTS, L.P.
This Third Amendment (this "Amendment") is made as of December
11, 1996, by and among Cramerton Management Corp., a Delaware corporation
("CMC"), JPS Automotive L.P., a Delaware limited partnership ("JPS Automotive"),
Seiren U.S.A. Corporation, a Delaware corporation ("Seiren Affiliate 1") and
Seiren Automotive Textile Corporation, a Delaware corporation ("Seiren Affiliate
2"), and amends the Amended and Restated Agreement of Limited Partnership of
Cramerton Automotive Products, L.P. (the "Partnership"), dated as of December 2,
1991, as amended by the First Amendment to Amended and Restated Agreement of
Limited Partnership of Cramerton Automotive Products, L.P., dated as of June 28,
1994 and the Second Amendment to Amended and Restated Agreement of Limited
Partnership of Cramerton Automotive Products, L.P. dated as of October 3, 1994
(as so amended, the "Agreement"). Capitalized terms used but not otherwise
defined herein shall have the respective meanings assigned to such terms in the
Agreement.
WHEREAS, Seiren Affiliate 1 has agreed to transfer and assign
its 18.5% limited partnership interest in the Partnership to JPS Automotive
effective the date hereof; and
WHEREAS, Seiren Affiliate 2 has agreed to transfer and assign
its 1% general partnership interest in the Partnership to JPS Automotive
effective the date hereof; and
WHEREAS, the Parties wish to amend the Agreement (i) to admit
JPS Automotive as a general partner of the Partnership, (ii) to provide for the
withdrawal of Seiren Affiliate 2 as a general partner of the Partnership, (iii)
to provide for the withdrawal of Seiren Affiliate 1 as a limited partner of the
Partnership, (iv) to record the increase in the limited partnership interest of
JPS Automotive, and (v) authorize and consent to the transactions contemplated
by the Equity Purchase Agreement (the "Transactions"), to the extent the
Partnership is a party thereto.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein and for other good, valuable and binding
consideration, the receipt and sufficiency of which are hereby acknowledged, and
subject to the terms hereof, the parties hereto, intending to be legally bound,
hereby agree as follows:
Section 1. Authority; Transactions. The Partnership and the
Managing General Partner on behalf of the Partnership, without any further act,
vote or approval of any Partner, are hereby authorized to enter into and perform
the following transactions.
<PAGE>
(a) Execution of Transaction Documents. Notwithstanding any of
the terms or provisions of the Agreement, the Partnership and the
General Partner on behalf of the Partnership are hereby authorized to
enter into, and perform their obligations under, each of the
instruments and agreements necessary or desirable in connection with
the Transactions, to which the Partnership or the General Partner on
behalf of the Partnership is a party, and any other instrument or
agreement referenced or contemplated therein, or necessary or
desirable, in the sole judgment of the General Partner, to effectuate
the transactions contemplated therein.
(b) Admission of JPS Automotive. Notwithstanding any of the
terms or provisions of the Agreement to the contrary, upon the transfer
by Seiren Affiliate 2 to JPS Automotive of its 1% general partnership
interest in the Partnership, and the execution and delivery of this
Amendment, JPS Automotive shall be and hereby is admitted to the
Partnership as a general partner of the Partnership. JPS Automotive, as
a general partner of the Partnership, hereby agrees to be bound by the
terms and conditions of the Agreement and this Amendment, and to assume
the obligations of Seiren Affiliate 2 arising under or in connection
with the Agreement.
(c) Withdrawal of Seiren Affiliate 2. Notwithstanding any of
the terms or provisions of the Agreement to the contrary, upon the
admission of JPS Automotive as a general partner, Seiren Affiliate 2
shall withdraw from the Partnership as a Partner and from and after
such date shall cease to be a general partner of the Partnership or
have the power to exercise any right or power as a partner of the
Partnership. For purposes of this Amendment, the admission of JPS
Automotive pursuant to Section 1(b) is deemed to occur immediately
prior to the withdrawal of Seiren Affiliate 2 pursuant to this Section
1(c).
(d) Withdrawal of Seiren Affiliate 1. Notwithstanding any of
the terms or provisions of the Agreement to the contrary, upon the
transfer of the 18.5% limited partnership interest in the Partnership
by Seiren Affiliate 1 to JPS Automotive, Seiren Affiliate 1 shall
withdraw from the Partnership as a Partner and from and after such date
shall cease to be a limited partner of the Partnership or have the
power to exercise any right or power as a partner of the Partnership.
(e) Increase in Limited Partnership Interest of JPS
Automotive. The parties acknowledge that upon the transfer by Seiren
Affiliate 1 of its 18.5% limited partnership interest in the
Partnership, JPS Automotive will hold a 98% limited partnership
interest in the Partnership.
<PAGE>
(f) Continuation of Partnership. The parties hereto agree that
the consummation of the transactions contemplated in this Amendment,
the admission of JPS Automotive as a general partner of the Partnership
and the withdrawal of Seiren Affiliate 2 as a general partner of the
Partnership and Seiren Affiliate 1 as a limited partner of the
Partnership will not dissolve the Partnership and that the business of
the Partnership shall be continued by the Managing General Partner.
(g) Interim Closing. Each of the parties hereto who is a
Partner pursuant to the Agreement prior to this Amendment agrees that
it will be allocated income or loss for tax purposes pursuant to an
interim closing of the books as of the date of this Amendment, pursuant
to the relevant provisions of the Agreement.
Section 2. Consent and Waiver. Notwithstanding any of the
terms or provisions of the Agreement to the contrary, each of the parties hereto
hereby consents to all actions that are necessary or desirable to effectuate the
consummation of any an all of the transactions contemplated in Section 1 to the
fullest extent necessary or desirable so as not to cause a violation of or
conflict with any provision of the Agreement and hereby waives any and all right
it may have to challenge such transactions. All acts by the Partnership and the
Managing General Partner heretofore taken on behalf of the Partnership which are
in accordance with this Section 2 are hereby approved, ratified and confirmed in
all respects and for all purposes.
Section 3. Effect of Amendment. On and after the date hereof,
each reference in the Agreement to "this Agreement", "hereof", "hereunder" or
words of like import referring to the Agreement shall mean and be a reference to
the Agreement as amended by this Amendment. The Agreement, as amended by this
Amendment, shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed.
Section 4. Further Assurances. From time to time upon request
and without further consideration, each of the parties hereto shall, and shall
cause its subsidiaries and affiliates to, execute, deliver and acknowledge all
such further instruments and do such further acts as any other party hereto may
reasonably require to evidence or implement the transactions contemplated by
this Amendment. Notwithstanding anything to the contrary contained in the
Agreement, each of the parties hereto hereby consents to any and all of the
transactions contemplated by this Amendment to the extent necessary so as not to
cause a default or event of default under such documents.
Section 5. Waiver. Any failure of any of the parties to
comply with any obligation, covenant, agreement or condition herein may be
waived by any of the parties entitled to the benefit thereof only by a written
instrument signed by each such
<PAGE>
party granting such waiver, but such waiver or failure to insist upon strict
compliance with such obligation, representation, warrant, covenant, agreement or
condition shall not operate as a waiver of or estoppel with respect to any
subsequent or other failure.
Section 6. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of Delaware regardless
of the laws that might otherwise govern under applicable principles of conflicts
of laws thereof.
Section 7. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
and delivered by means of facsimile transmission or otherwise, each of which
when so executed and delivered shall be deemed to be an original and all of
which when taken together shall constitute but one and the same Amendment. If
any party hereto elects to execute and deliver a counterpart signature page by
means of facsimile transmission, it shall deliver an original of such
counterpart to each of the other parties thereto within ten business days of the
date hereof, but in no event will the failure to do so affect in any way the
validity of the facsimile signature or its delivery.
Section 8. Severability. If any provision of this Amendment
shall be held to be illegal, invalid or unenforceable under any applicable law,
then such contravention or invalidity shall not invalidate the entire Amendment.
Such provision shall be deemed to be modified to the extent necessary to render
it legal, valid and enforceable, and if no such modification shall render it
legal, valid and enforceable, then this Amendment shall be construed as if not
containing the provision held to be invalid, and the rights and obligations of
the parties shall be construed and enforced accordingly.
Section 9. Headings. The headings used herein are for
convenience of reference only, are not a part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
any provision of this Amendment or the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their respective duly authorized officers thereunto
as of the date first written above.
CRAMERTON MANAGEMENT CORP.,
as Managing General Partner
/s/ Dean C. Gaskins
---------------------------
By:
Title: Executive Vice President &
Chief Operating Officer
<PAGE>
JPS AUTOMOTIVE L.P.
By: PACJ, INC.
Its: General Partner
as Limited Partner
/s/ J. Michael Stepp
---------------------------
By: J. Michael Stepp
Title: Executive Vice President &
Chief Financial Officer
SEIREN U.S.A. CORPORATION
as Withdrawing Limited Partner
/s/ H. Okuyama
----------------------------
By: Hideo Okuyama
Title: President
SEIREN AUTOMOTIVE TEXTILE
CORPORATION
As Withdrawing General Partner
/s/ H. Okuyama
By: Hideo Okuyama
Title: Chairman
JPS AUTOMOTIVE L.P.
By: PACJ, INC.
Its: General Partner
as Limited Partner
/s/ J. Michael Stepp
---------------------------
By: J. Michael Stepp
Title: Executive Vice President &
Chief Financial Officer
<PAGE>
EXHIBIT 10.9
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF LIMITED PARTNERSHIP
OF
CRAMERTON AUTOMOTIVE PRODUCTS, L.P.
Cramerton Automotive Products, L.P. (the
"Partnership"), a limited partnership organized under the
Delaware Revised Uniform Limited Partnership Act (the
"Act"), for the purpose of amending its Certificate of
Limited Partnership pursuant to Section 17-202 of the Act,
hereby certifies that:
1. JPS Automotive L.P., a Delaware limited
partnership, ("JPS") is admitted to the Partnership as a
general partner, and Seiren U.S.A. Corporation, a New York
corporation, withdraws as a general partner of the
Partnership.
2. Except as herein amended, the Certificate of
Limited Partnership of the Partnership shall remain in full
force and effect.
IN WITNESS WHEREOF, this Certificate of Amendment
has been duly executed by the general partners of the
Partnership duly authorized as of this 12th day of December,
1996.
CRAMERTON AUTOMOTIVE PRODUCTS, L.P.
By: JPS Automotive L.P., a general partner
By: PACJ, Inc., a general partner
By: /s/ J. Michael Stepp
__________________________
Name: J. Michael Stepp
Title: Executive Vice President &
Chief Financial Officer
By: Cramerton Management Corporation, a
general partner
By: /s/ Dean C. Gaskins
_____________________
Name: Dean C. Gaskins
Title: Executive Vice President &
Chief Operating Officer
EXHIBIT 10.10
FOAMEX INTERNATIONAL INC.
ASSIGNMENT AND ASSUMPTION OF SERVICES AGREEMENT
This Assignment is made as of December 11, 1996, from FOAMEX
INTERNATIONAL INC., a Delaware corporation ("Assignor"), to COLLINS & AIKMAN
PRODUCTS CO., a Delaware corporation ("Assignee").
WHEREAS, JPSGP Inc., Foamex-JPS Automotive L.P. and Assignee have
entered into that certain Equity Purchase Agreement dated as of August 28, 1996
(as amended, the "Equity Purchase Agreement"). All capitalized terms used but
not defined herein shall have the meaning ascribed to them in the Equity
Purchase Agreement;
WHEREAS, Section 6.8(b) of the Equity Purchase Agreement requires
Assignor to deliver this Assignment in connection with the closing of the
transactions contemplated thereby.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged:
Assignor hereby assigns and transfers to Assignee all of its rights and
title to, interest in and obligations under (other than any right to receive
payment which is reflected as a liability in the Closing Date Balance Sheet in
accordance with the Equity Purchase Agreement and the right to indemnification
for periods prior to the Closing Date) the Services Agreement, dated as of June
28, 1994 (the "Services Agreement"), by and between JPS Automotive L.P., a
Delaware limited partnership (the "Company"), and Assignor.
Assignee hereby assumes and agrees to honor, perform and fulfill any
and all obligations of Assignor under the Services Agreement.
Assignor and Assignee shall execute, acknowledge and deliver, such
instruments and other documents, and to perform or cause to be performed such
acts, as may reasonably be required to evidence or effectuate this Assignment.
This Assignment shall be construed in accordance with and governed by
the internal law of the State of New York without regard to the choice of law
principles thereof.
All of the terms and provisions of this Assignment shall be binding
upon Assignor and its successors and assigns; PROVIDED, HOWEVER, that nothing in
this Assignment, expressed or implied, is intended or shall be construed to
confer upon or give to any person, firm, partnership, corporation or other
entity other than Assignee and its successors and assigns, any rights or
remedies under or by reason of this Assignment.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed in their names by their respective officers thereunto duly authorized
on the date first above written.
FOAMEX INTERNATIONAL INC.
By: /s/ Philip N. Smith, Jr.
Name: Philip N. Smith, Jr.
Title: Vice President & Secretary
COLLINS & AIKMAN PRODUCTS CO.
By: /s/ J. Michael Stepp
Name: J. Michael Stepp
Title: Executive Vice President &
Chief Financial Officer
The undersigned hereby consents to this Assignment and releases and
discharges Assignor from all further obligations under the Services Agreement.
JPS AUTOMOTIVE L.P.
By: JPSGP INC.
Its: General Partner
By: /s/ Philip N.Smith
Name: Philip N. Smith
Title: Vice President & Secretary
<PAGE>
EXHIBIT 10.11
FOAMEX-JPS AUTOMOTIVE L.P.
ASSIGNMENT AND ASSUMPTION OF TAX SHARING AGREEMENT
This Assignment is made as of December 11, 1996, from FOAMEX-JPS
AUTOMOTIVE L.P., a Delaware limited partnership ("Assignor") to COLLINS & AIKMAN
PRODUCTS CO., a Delaware corporation ("Assignee").
WHEREAS, JPSGP Inc., Assignor and Assignee have entered into that
certain Equity Purchase Agreement dated as of August 28, 1996 (the "Equity
Purchase Agreement"). All capitalized terms used but not defined herein shall
have the meaning ascribed to them in the Equity Purchase Agreement;
WHEREAS, Section 6.8(b) of the Equity Purchase Agreement requires
Assignor to deliver this Assignment in connection with the closing of the
transactions contemplated thereby.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged:
Assignor hereby assigns and transfers to Assignee all of its rights and
title to, interest in and obligations under (other than any right to receive
payment which is reflected as a liability in the Closing Date Balance Sheet in
accordance with the Equity Purchase Agreement and the right to indemnification
for periods prior to the Closing Date) the Tax Sharing Agreement, dated June 27,
1994, by and among JPS Automotive L.P., a Delaware limited partnership, Assignor
and JPSGP Inc., as amended (the "Tax Sharing Agreement").
Assignee hereby assumes and agrees to honor, perform and fulfill any
and all obligations of Assignor under the Tax Sharing Agreement.
Assignor and Assignee hereby undertake to execute, acknowledge and
deliver, such instruments and other documents, and to perform or cause to be
performed such acts, as may reasonably be required to evidence or effectuate the
transactions contemplated hereunder.
This Assignment shall be construed in accordance with and governed by
the internal law of the State of New York without regard to the choice of law
principles thereof.
All of the terms and provisions of this Assignment shall be binding
upon Assignor and its successors and assigns: provided, however, that nothing
in this Assignment, expressed or implied, is intended or shall be construed to
confer upon or give to any person, firm, partnership, corporation or other
entity other than Assignee and its successors and assigns, any rights or
remedies under or by reason of this Assignment.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed in their names by their respective officers thereunto duly authorized
on the date first above written.
FOAMEX-JPS AUTOMOTIVE L.P.
By: FJGP INC.
Its: General Partner
By: /s/ Philip N. Smith, Jr.
Name: Philip N. Smith, Jr.
Title: Vice President & Secretary
COLLINS & AIKMAN PRODUCTS CO.
By: /s/ J. Michael Stepp
Name: J. Michael Stepp
Title: Executive Vice President &
Chief Financial Officer
The undersigned hereby consent to this Assignment and release and
discharge Assignor from all further obligations under the Tax Sharing Agreement.
JPS AUTOMOTIVE L.P.
By: JPSGP INC.
Its: General Partner
By: /s/ Philip N. Smith, Jr.
Name: Philip N. Smith, Jr.
Title: Vice President & Secretary
JPSGP INC.
By: /s/ Philip N. Smith, Jr.
Name: Philip N. Smith, Jr.
Title: Vice President & Secretary
<PAGE>
EXHIBIT 10.12
JPSGP INC.
ASSIGNMENT AND ASSUMPTION OF TAX SHARING AGREEMENT
This Assignment is made as of December 11, 1996, from JPSGP INC., a
Delaware corporation ("Assignor"), to COLLINS & AIKMAN PRODUCTS CO., a Delaware
corporation ("Assignee").
WHEREAS, Foamex-JPS Automotive L.P., Assignor and Assignee have entered
into that certain Equity Purchase Agreement dated as of August 28, 1996 (the
"Equity Purchase Agreement"). All capitalized terms used but not defined herein
shall have the meaning ascribed to them in the Equity Purchase Agreement;
WHEREAS, Section 6.8(b) of the Equity Purchase Agreement requires
Assignor to deliver this Assignment in connection with the closing of the
transactions contemplated thereby.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged:
Assignor hereby assigns and transfers to Assignee all of its rights and
title to, interest in and obligations under (other than any right to receive
payment which is reflected as a liability in the Closing Date Balance Sheet in
accordance with the Equity Purchase Agreement and the right to indemnification
for periods prior to the Closing Date) the Tax sharing Agreement, dated June 27,
1994 (the "Tax Sharing Agreement"), by and among JPS Automotive L.P., a Delaware
limited partnership, Foamex-JPS Automotive L.P., and Assignor.
Assignee hereby assumes and agrees to honor, perform and fulfill any
and all obligations of Assignor under the Tax Sharing Agreement.
Assignor and Assignee hereby undertake to execute, acknowledge and
deliver, such instruments and other documents, and to perform or cause to be
performed such acts, as may reasonably be required to evidence or effectuate the
transactions contemplated hereunder.
This Assignment shall be construed in accordance with and governed by
the internal law of the State of New York without regard to the choice of law
principles thereof.
All of the terms and provisions of this Assignment shall be binding
upon Assignor and its successors and assigns; provided, however, that nothing in
this Assignment, expressed or implied, is intended or shall be construed to
confer upon or give to any person, firm, partnership, corporation or other
entity other than Assignee and its successors and assigns, any rights or
remedies under or by reason of this Assignment.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed in their names by their respective officers thereunto duly authorized
on the date first above written.
JPSGP INC.
By: /s/ Philip N. Smith, Jr.
Name: Philip N. Smith, Jr.
Title: Vice President & Secretary
COLLINS & AIKMAN PRODUCTS CO.
By: /s/ J. Michael Stepp
Name: J. Michael Stepp
Title: Executive Vice President &
Chief Financial Officer
The undersigned hereby consent to this Assignment and release and
discharge Assignor from all further obligations under the Services Agreement.
JPS AUTOMOTIVE L.P.
By: JPSGP INC.
Its: General Partner
By: /s/ Philip N. Smith, Jr.
Name: Philip N. Smith, Jr.
Title: Vice President & Secretary
FOAMEX-JPS AUTOMOTIVE L.P.
By: FJGP INC.
Its: General Partner
By: /s/ Philip N. Smith, Jr.
Name: Philip N. Smith, Jr.
Title: Vice President & Secretary
<PAGE>
EXHIBIT 10.13
FOAMEX INTERNATIONAL INC.
ASSIGNMENT OF SUPPLY AGREEMENT
This Assignment is made as of December 11, 1996, from FOAMEX
INTERNATIONAL INC., a Delaware corporation ("Assignor"), to COLLINS & AIKMAN
PRODUCTS CO., a Delaware corporation ("Assignee").
WHEREAS, JPSGP Inc., Foamex-JPS Automotive L.P. and Assignee have
entered into that certain Equity Purchase Agreement dated as of August 28, 1996
(the "Equity Purchase Agreement"). All capitalized terms used but not defined
herein shall have the meaning ascribed to them in the Equity Purchase Agreement;
WHEREAS, Sections 6.8(b) and (c) of the Equity Purchase Agreement
require Assignor to deliver this Assignment in connection with the closing of
the transactions contemplated thereby.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged:
Assignor hereby assigns and transfers to Assignee all of its rights and
title to, interest in and obligations under (other than (i) any right to receive
payment which is reflected as a liability in the Closing Date Balance Sheet in
accordance with the Equity Purchase Agreement, (ii) the right to indemnification
for periods prior to the Closing Date and (iii) payment for all amounts due and
shipment of all goods ordered prior to the Closing Date) the Supply Agreement,
dated as of June 28, 1994 (the "Supply Agreement"), by and between JPS
Automotive L.P., a Delaware limited partnership, and Assignor.
Assignee hereby assumes and agrees to honor, perform and fulfill any
and all obligations of Assignor under the Supply Agreement.
Assignor and Assignee hereby undertake to execute, acknowledge and
deliver, such instruments and other documents, and to perform or cause to be
performed such acts, as may reasonably be required to evidence or effectuate the
transactions contemplated hereunder.
This Assignment shall be construed in accordance with and governed by
the internal law of the State of New York without regard to the choice of law
principles thereof.
All of the terms and provisions of this Assignment shall be binding
upon Assignor and its successors and assigns; PROVIDED, HOWEVER, that nothing in
this Assignment, expressed or implied, is intended or shall be construed to
confer upon or give to any person, firm, partnership, corporation or other
entity other than Assignee and its successors and assigns, any rights or
remedies under or by reason of this Assignment.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed in their names by their respective officers thereunto duly authorized
on the date first above written.
FOAMEX INTERNATIONAL INC.
By: /s/ Philip N. Smith, Jr.
Name: Philip N. Smith, Jr.
Title: Vice President & Secretary
COLLINS & AIKMAN PRODUCTS CO.
By: /s/ J. Michael Stepp
Name: J. Michael Stepp
Title: Executive Vice President
Chief Financial Officer
The undersigned hereby consents to this Assignment and releases and
discharges Assignor from all further obligations under the Supply Agreement.
JPS AUTOMOTIVE L.P.
By: JPSGP INC.
Its: General Partner
By: /s/ Philip N. Smith, Jr.
Name: Philip N. Smith, Jr.
Title: Vice President & Secretary
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Annual Report on Form 10-K of JPS Automotive
L.P. of (i) our report dated February 9, 1996, on our audits of the financial
statements of JPS Automotive L.P. and subsidiaries as of December 31, 1995 and
for the year ended December 31, 1995 and for the period June 29, 1994 to January
1, 1995 and the period January 3, 1994 to June 28, 1994 and (ii) our report
dated February 9, 1996 on our audits of JPS Automotive Products Corp. and
subsidiaries as of December 31, 1995 and for the period June 29, 1994 to January
1, 1995 and the period January 3, 1994 to June 28, 1994.
COOPERS & LYBRAND L.L.P.
Spartanburg, South Carolina
April 14, 1997
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<CIK> 0000924902
<NAME> JPS AUTOMOTIVE L.P.
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JPS
AUTOMOTIVE L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AND CONSOLIDATED
STATEMENTS OF OPERATIONS FOR THE COMBINED PERIODS FROM DECEMBER 12, 1996 TO
DECEMBER 28, 1996 AND JANUARY 1, 1996, TO DECEMBER 11, 1996 AND SUCH IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
[/LEGEND]
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-END> DEC-28-1996
<CASH> 200
<SECURITIES> 0
<RECEIVABLES> 42,405
<ALLOWANCES> 6,117
<INVENTORY> 22,502
<CURRENT-ASSETS> 69,057
<PP&E> 86,154
<DEPRECIATION> 390
<TOTAL-ASSETS> 291,905
<CURRENT-LIABILITIES> 38,505
<BONDS> 117,556
0
0
<COMMON> 0
<OTHER-SE> 122,525
<TOTAL-LIABILITY-AND-EQUITY> 291,905
<SALES> 290,340
<TOTAL-REVENUES> 290,340
<CGS> 245,421
<TOTAL-COSTS> 245,421
<OTHER-EXPENSES> 4,996
<LOSS-PROVISION> (100)
<INTEREST-EXPENSE> 21,013
<INCOME-PRETAX> (4,407)
<INCOME-TAX> (25)
<INCOME-CONTINUING> (4,382)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,382)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<CIK> 0000919233
<NAME> JPS AUTOMOTIVE PRODUCTS CORP.
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JPS
AUTOMOTIVE PRODUCTS CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AND
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE COMBINED PERIODS FROM
DECEMBER 12, 1996 TO DECEMBER 28, 1996 AND JANUARY 1, 1996, TO DECEMBER 11,
1996 AND SUCH IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
[/LEGEND]
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-END> DEC-28-1996
<CASH> 1000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,000
<TOTAL-LIABILITY-AND-EQUITY> 1,000
<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>
