<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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 13-3770905
Delaware 57-0993690
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
29 Stevens Street
Greenville, SC 29605
- ------------------------------- -----------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (864) 239-2320
--------------
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 period that the
registrants were required to file such reports) and (2) have been subject to
such filing requirements for the past 90 days. YES X NO
----- -----
JPS Automotive Products Corp. meets the conditions set forth in General
Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with
the reduced disclosure format.
The number of shares outstanding of JPS Automotive Products Corp. common stock
as of August 1, 1996 was 100.
Page 1 of 16
Exhibit List on Page 13 of 16
<PAGE>
JPS AUTOMOTIVE L.P.
JPS AUTOMOTIVE PRODUCTS CORP.
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. Financial Information:
Item 1. Financial Statements
JPS Automotive L.P.
-------------------
Condensed Consolidated Statements of Operations - Thirteen and
Twenty-Six Week Periods Ended June 30, 1996 and July 2, 1995 3
Condensed Consolidated Balance Sheets as of June 30, 1996 and December 31, 1995 4
Condensed Consolidated Statements of Cash Flows
- Twenty-Six Week Periods Ended June 30, 1996 and July 2, 1995 5
Notes to Condensed Consolidated Financial Statements 6
JPS Automotive Products Corp.
-----------------------------
Balance Sheets as of June 30, 1996 and December 31, 1995 8
Notes to Balance Sheets 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
Part II. Other Information 13
Exhibit List 13
Signatures 16
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
<TABLE>
<CAPTION>
13 Week Periods Ended 26 Week Periods Ended
------------------------ -----------------------
June 30, July 2, June 30, July 2,
1996 1995 1996 1995
-------- -------- -------- --------
(thousands)
<S> <C> <C> <C> <C>
NET SALES $ 82,749 $ 80,169 $157,668 $167,793
COST OF GOODS SOLD 69,009 65,297 131,439 137,143
-------- -------- -------- --------
GROSS PROFIT 13,740 14,872 26,229 30,650
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 5,802 5,383 11,169 11,053
-------- --------- -------- --------
INCOME FROM OPERATIONS 7,938 9,489 15,060 19,597
INTEREST AND DEBT ISSUANCE EXPENSE 5,287 5,533 10,679 11,445
OTHER INCOME (EXPENSE), NET (8) 87 (15) 125
MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARY (270) (118) (572) (303)
-------- --------- -------- --------
INCOME BEFORE PROVISION
FOR INCOME TAXES 2,373 3,925 3,794 7,974
PROVISION FOR INCOME TAXES 111 96 221 190
-------- --------- -------- --------
NET INCOME $ 2,262 $ 3,829 $ 3,573 $ 7,784
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
3
<PAGE>
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
--------- ----------
(thousands)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,124 $ 2,840
Accounts receivable, net 44,476 37,824
Inventories 21,780 24,148
Other current assets 5,080 3,837
--------- ---------
Total current assets 72,460 68,649
PROPERTY, PLANT AND EQUIPMENT, NET 116,518 120,245
COST IN EXCESS OF ASSETS ACQUIRED, NET 159,587 161,687
DEBT ISSUANCE COSTS, NET 6,642 7,228
OTHER ASSETS 1,874 2,141
--------- ---------
TOTAL ASSETS $357,081 $359,950
======== ========
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 3,130 $ 1,464
Accounts payable 12,684 12,327
Accounts payable to related parties 8,405 8,707
Accrued interest 1,232 1,400
Other accrued liabilities 14,355 14,228
-------- ---------
Total current liabilities 39,806 38,126
-------- --------
LONG-TERM DEBT 195,769 204,463
-------- --------
OTHER LIABILITIES 3,999 3,999
--------- ---------
MINORITY INTEREST 7,819 7,247
--------- ---------
COMMITMENTS AND CONTINGENCIES -- --
--------- ---------
PARTNERS' EQUITY:
General partner 1,097 1,061
Limited partner 108,591 105,054
-------- --------
Total Partners' Equity 109,688 106,115
-------- --------
TOTAL LIABILITIES AND PARTNERS' EQUITY $357,081 $359,950
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
4
<PAGE>
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
<TABLE>
<CAPTION>
26 Week Periods Ended
--------------------------
June 30, July 2,
1996 1995
----------- ----------
(thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 3,573 $ 7,784
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 7,815 6,785
Amortization of debt issuance costs 587 545
Other operating activities 31 1
Changes in operating assets and liabilities,
net of acquisitions (4,053) (7,502)
-------- --------
Net cash provided by operating activities 7,953 7,613
-------- --------
INVESTING ACTIVITIES:
Capital expenditures (2,678) (9,203)
Acquisitions, net of cash acquired 37 (1,614)
-------- --------
Net cash used for investing activities (2,641) (10,817)
-------- --------
FINANCING ACTIVITIES:
Net proceeds from (repayments of) revolving loans (6,712) (1,467)
Repayment of long-term debt (316) (460)
-------- ---------
Net cash provided by (used for) financing activities (7,028) (1,927)
-------- --------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (1,716) (5,131)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 2,840 8,272
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 1,124 $ 3,141
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
5
<PAGE>
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of December 31, 1995 has been
condensed from the audited balance sheet at that date. The condensed
consolidated balance sheet as of June 30, 1996 and the condensed consolidated
statements of operations for the thirteen and twenty-six week periods ended June
30, 1996 and July 2, 1995 and the condensed consolidated statements of cash
flows for the twenty-six week periods ended June 30, 1996 and July 2, 1995 have
been prepared by JPS Automotive L.P. and subsidiaries ("JPS Automotive") and
have not been audited by JPS Automotive's independent accountants. In the
opinion of the management of JPS Automotive, all adjustments considered
necessary for a fair presentation of the consolidated financial position,
results of operations and cash flows for those periods have been included.
In October 1995, the Board of Directors of Foamex International Inc. ("Foamex
International") approved a plan to evaluate the potential reduction of long-term
debt with substantially all of the proceeds from the possible sale of the
automotive carpet, trim and/or textile businesses of JPS Automotive (which
together comprise substantially all of the assets of JPS Automotive). Foamex
International is continuing to evaluate the possible sale of these businesses;
however, no definitive commitment has been reached. There can be no assurance
that Foamex International will be able to successfully sell these businesses or
as to the price or terms of any sale. The condensed consolidated financial
statements of JPS Automotive do not include any adjustments that might result
from any sale.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted in accordance with the rules and regulations of
the Securities and Exchange Commission. These condensed consolidated financial
statements should be read in conjunction with JPS Automotive's 1995 consolidated
financial statements and notes thereto as set forth in JPS Automotive's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995.
2. INVENTORIES
The components of inventories consist of:
June 30, December 31,
1996 1995
-------- ------------
(thousands)
Raw materials and supplies $ 6,247 $ 7,168
Work-in-process 9,701 10,303
Finished goods 5,832 6,677
------- -------
Total $21,780 $24,148
======= =======
3. RELATED PARTY TRANSACTIONS
JPS Automotive has a supply agreement (the "Supply Agreement") with
Foamex International. Pursuant to the terms of the Supply Agreement, at the
option of JPS Automotive, Foamex International will purchase certain raw
materials which are necessary for the manufacture of JPS Automotive's products,
and resell such raw materials to JPS Automotive at a price equal to net cost
plus reasonable out of pocket expenses. Management believes that the terms of
the Supply Agreement are no less favorable to JPS Automotive than those that
could be obtained from an unaffiliated third party. During the thirteen week
periods ended June 30, 1996 and July 2, 1995, JPS Automotive purchased
approximately $24.7 million and $24.1 million, respectively, of raw materials
under the Supply Agreement. During the twenty-six week periods ended June 30,
1996 and July 2, 1995, JPS Automotive purchased approximately $47.0 million and
$47.1 million, respectively, of raw materials
6
<PAGE>
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
3. RELATED PARTY TRANSACTIONS (continued)
under the Supply Agreement. As of June 30, 1996 and December 31, 1995, JPS
Automotive had accounts payable to Foamex International of approximately $8.4
million and $8.7 million, respectively, associated with the Supply Agreement.
4. ENVIRONMENTAL MATTERS
JPS Automotive is subject to various federal, state and local environmental
laws and regulations governing, among other things, the discharge, storage,
handling and disposal of a variety of hazardous and non-hazardous substances and
wastes. JPS Automotive believes it is in substantial compliance with all
existing laws and regulations and has obtained or applied for the necessary
permits to conduct its business. To date, compliance with applicable
environmental laws has not had and, in conjunction with the indemnifications
from JPS Textile Group, Inc. ("JPS Textile") relating to the asset purchase
agreement associated with the acquisition of JPS Automotive, is not expected to
have a material adverse effect on JPS Automotive's financial position. Pursuant
to the terms of this asset purchase agreement, JPS Textile has agreed to
indemnify JPS Automotive against certain environmental liabilities as follows:
(i) one-half of the first $1.0 million of cost in excess of $2.0 million and
(ii) all cost in excess of $3.0 million.
Although not named as a potential responsible party for any environmental
contaminated sites, JPS Automotive has accrued environmental costs at June 30,
1996 of approximately $2.3 million, $0.3 million of which is included in current
liabilities. In addition, as of June 30, 1996, JPS Automotive has a receivable
of $0.5 million for indemnification of environmental liabilities from JPS
Textile, the former owner of JPS Automotive, which is included in noncurrent
assets. JPS Automotive believes that realization of the receivable established
for indemnification is probable.
Although it is possible that new information or future events could require
JPS Automotive to reassess its potential exposure relating to all pending
environmental matters, management believes that, based upon all currently
available information, the resolution of such environmental matters will not
have a material adverse effect on JPS Automotive's results of operations,
financial position, capital expenditures or competitive position. The
possibility exists, however, that new environmental legislation and/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.
7
<PAGE>
JPS AUTOMOTIVE PRODUCTS CORP.
(A Wholly-Owned Subsidiary of JPS Automotive L.P.)
BALANCE SHEETS (unaudited)
June 30, December 31,
1996 1995
-------- ------------
(thousands)
ASSETS
CASH $ 1 $ 1
========= ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
COMMITMENTS AND CONTINGENCIES $ -- $ --
--------- ---------
STOCKHOLDER'S EQUITY
Common stock, par value $0.01 per share;
10,000,000 shares authorized,
100 shares issued and outstanding -- --
Additional paid-in capital 1 1
--------- ---------
TOTAL STOCKHOLDER'S EQUITY $ 1 $ 1
========= =========
The accompanying notes are an integral part of the
balance sheets.
8
<PAGE>
JPS AUTOMOTIVE PRODUCTS CORP.
NOTES TO BALANCE SHEETS (unaudited)
1. COMMITMENTS AND CONTINGENCIES
JPS Automotive Products Corp. is a joint obligor (and co-registrant) with
JPS Automotive L.P. of $180.0 million of 11 1/8% senior notes due 2001 and $10.0
million of term loan borrowings under a credit agreement.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
JPS Automotive L.P. and its subsidiaries ("JPS Automotive") manufacture
and supply textiles and specialty textile products for passenger car and light
truck production in North America. The following discussion should be read in
conjunction with the condensed consolidated financial statements and related
notes thereto of JPS Automotive included in this report.
In October 1995, the Board of Directors of Foamex International Inc.
("Foamex International") approved a plan to evaluate the potential reduction of
long-term debt with substantially all of the proceeds from the possible sale of
the automotive carpet, trim and/or textile businesses of JPS Automotive (which
together comprise substantially all of the assets of JPS Automotive). Foamex
International is continuing to evaluate the possible sale of these businesses;
however, no definitive commitment has been reached. There can be no assurance
that Foamex International will be able to successfully sell these businesses or
as to the price or terms of any sale. The condensed consolidated financial
statements of JPS Automotive do not include any adjustments that might result
from any sale.
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.
13 Week Period Ended June 30, 1996 Compared to 13 Week Period Ended July 2, 1995
- --------------------------------------------------------------------------------
Consolidated Results of Operations
Net sales for 1996 were $82.7 million as compared to $80.2 million in
1995. The $2.5 million or 3.1% increase in net sales was primarily due to
increased production of automobiles and light trucks in the 1996 period compared
to 1995 and increased net sales during the second quarter of 1996 as a result of
the settlement of the first quarter 1996 General Motors Corp. parts supplier
labor strike and restocking of inventory levels by automobile manufacturers as
a result of reduced repurchasing during the first quarter of 1996.
Gross profit as a percentage of net sales decreased to 16.6% for 1996
from 18.6% in 1995 primarily due to competitive price pressures.
Selling, general and administrative expenses increased to $5.8 million
for 1996 from $5.4 million in 1995 primarily due to the increase in sales volume
and an increase in the allowance for doubtful accounts as compared to 1995.
Interest and debt issuance expense decreased to $5.3 million for 1996
from $5.5 million in 1995 primarily due to favorable results from the interest
rate swap agreement.
Net income decreased to $2.3 million for 1996 from $3.8 million in 1995
primarily due to the reasons cited above.
26 Week Period Ended June 30, 1996 Compared to 26 Week Period Ended July 2, 1995
- --------------------------------------------------------------------------------
Consolidated Results of Operations
Net sales for 1996 were $157.7 million as compared to $167.8 million in
1995. The $10.1 million or 6.0% decrease in net sales was primarily due to (i)
reduced production of automobile and light truck builds in 1996 as compared to
1995 and (ii) the General Motors Corp. parts supplier labor strike during the
first quarter of 1996.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Gross profit as a percentage of net sales decreased to 16.6% for 1996
from 18.3% in 1995 primarily due to competitive price pressures and under
utilization of manufacturing capacities as a result of the reduced net sales
volume.
Selling, general and administrative expenses increased to $11.2 million
for 1996 from $11.1 million in 1995 primarily due to an increase in the
allowance for doubtful accounts offset by a decrease in expenses associated with
decreased net sales.
Interest and debt issuance expense decreased to $10.7 million for 1996
from $11.4 million in 1995 primarily due to favorable results from the interest
rate swap agreement.
Net income decreased to $3.6 million for 1996 from $7.8 million in 1995
primarily due to the reasons cited above.
Liquidity and Capital Resources
JPS Automotive's operating cash requirements consist principally of
working capital requirements, scheduled payments of principal and interest on
its outstanding indebtedness and capital expenditures. JPS Automotive believes
that cash flow from operating activities, cash on hand and periodic borrowings
under the credit facilities, if necessary, will be adequate to meet operating
cash requirements. JPS Automotive's ability to meet its cash requirements could
be impaired if JPS Automotive were to fail to comply with any of the covenants
contained in the JPS Automotive credit agreement ("JPS Automotive Credit
Agreement") and such noncompliance was not cured by JPS Automotive or waived by
the lenders. As of June 30, 1996, JPS Automotive was in compliance with the
covenants and expects to be in compliance for the foreseeable future.
Liquidity
---------
Cash and cash equivalents decreased $1.7 million during 1996 to $1.1
million at June 30, 1996 from $2.8 million at December 31, 1995 primarily due to
the use of cash for capital expenditures and debt repayments offset by cash from
operating activities. Working capital increased $2.2 million during 1996 to
$32.7 million at June 30, 1996 from $30.5 million at December 31, 1995.
Cash Flow from Operating Activities
-----------------------------------
Cash flow provided by operating activities was $8.0 million and $7.6
million for the 1996 and 1995 periods, respectively. Cash flow provided by
operating activities increased in 1996 as compared to 1995 primarily due to a
reduction in the use of cash and cash equivalents by the operating assets and
liabilities offset by reduced operating results.
Cash Flow from Investing Activities
-----------------------------------
During 1996, JPS Automotive spent approximately $2.7 million on capital
expenditures and expects to maintain spending for capital expenditures at this
level for the foreseeable future.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Cash Flow from Financing Activities
-----------------------------------
As of June 30, 1996, there were $1.5 million of revolving loan
borrowings outstanding under the JPS Automotive Credit Agreement with unused
availability of approximately $23.5 million.
Cramerton Automotive Products L.P. ("Cramerton") finances its
operations through a $15.0 million revolving line of credit, which is recourse
only to Cramerton, and which expires in April 1998. Borrowings under the
Cramerton credit facility were $6.1 million at June 30, 1996. Availability
under this revolving line of credit is subject to a borrowing base calculation
and unused availability under this line of credit was $8.9 million as of June
30, 1996.
Interest Rate Swap Agreement
JPS Automotive has an interest rate swap agreement for a notional
amount of $150.0 million for five years. Under which JPS Automotive has made
fixed payments at 6.04% on a notional amount of $90.0 million and 7.00% on a
notional amount of $60.0 million for the six months ended June 1995 and is
obligated to make variable rate payments based on LIBOR, capped at 8.5% per
annum, on a $150.0 million notional amount for the remainder of the agreement in
exchange for fixed payments at a rate of 6.89% per annum by the swap partner
payable semiannually in arrears. The swap partner has the ability to terminate
the swap agreement in December 1998. Interest expense will be subject to
fluctuations in LIBOR. JPS Automotive is exposed to credit loss in the event of
nonperformance by the swap partner; however, the occurrence of this event is not
anticipated. During the thirteen weeks ended June 30, 1996 and July 2, 1995, the
effect of the interest rate swap described above was a favorable adjustment to
interest expense of $0.4 million and $0.4 million, respectively. During the
twenty-six weeks ended June 30, 1996 and July 2, 1995, the effect of the
interest rate swap described above was a favorable taxable adjustment to
interest expense of $0.8 million and $0.3 million, respectively.
Environmental Matters
JPS Automotive is subject to extensive and changing environmental laws
and regulations. Expenditures to date in connection with JPS Automotive's
compliance with such laws and regulations did not have a material adverse effect
on earnings, capital expenditures, or competitive position. The liability for
environmental costs at June 30, 1996 is $2.3 million, $0.3 million of which is
included in current liabilities. In addition, as of June 30, 1996, JPS
Automotive has a receivable of $0.5 million for indemnification of environmental
liabilities from JPS Textile which is included in noncurrent assets. JPS
Automotive believes that realization of the receivable established for
indemnification is probable.
Although it is possible that new information or future events could
require JPS Automotive to reassess its potential exposure relating to all
pending environmental matters, management believes that, based upon all
currently available information, the resolution of such environmental matters
will not have a material adverse effect on JPS Automotive's earnings, financial
position, capital expenditures or competitive position. The possibility exists,
however, that new environmental legislation and/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.
Inflation and Other Matters
Although JPS Automotive is subject to the effects of changing prices,
the impact of inflation has not been a significant factor in the results of
operations for the periods presented. In some circumstances, market conditions
or customer expectations may prevent JPS Automotive from increasing the prices
of its products to offset the inflationary pressures that may increase its costs
in the future.
12
<PAGE>
PART II: OTHER INFORMATION
Item 1. Legal Proceedings.
------------------
Reference is made to the description of the legal proceedings contained
in the JPS Automotive's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 and in JPS Automotive's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1996.
The information from Note 4 of the condensed consolidated financial
statements of JPS Automotive L.P. and subsidiaries as of June 30, 1996
(unaudited) is incorporated by reference.
Item 2. Changes in Securities.
----------------------
None.
Item 3. Defaults Upon Senior Securities.
--------------------------------
None.
Item 4. Submission of Matters to a Vote Of Security Holders.
----------------------------------------------------
None.
Item 5. Other Information.
------------------
None.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits
3.1(a) - Certificate of Incorporation of Products Corp.
3.2(a) - By-laws of Products Corp.
3.3(a) - Certificate of Limited Partnership of JPS Automotive.
3.4(e) - First Amended and Restated Agreement of Limited Partnership of
JPS Automotive, dated as of June 27, 1994
3.5(a) - Certificate of Incorporation of JPSGP.
3.6(a) - By-laws of JPSGP.
4.1(b) - Senior Note, dated June 28, 1994, in the aggregate principal
amount of $87,943,103.14 due July 1, 2006, executed by FJPS to
Foamex L.P.
4.2(d) - Pledge Agreement, dated as of June 28, 1994, among FJPS in
favor of Foamex L.P. to secure its obligations under its
senior note due 2006.
4.3(d) - Pledge Agreement, dated as of June 28, 1994, made by JPS
Automotive in favor of Foamex L.P. to secure FJPS's obligations
under its Senior Note due 2006.
4.4(a) - Indenture, between Products Corp. and Shawmut Connecticut, as
Trustee, relating to $180,000,000 principal amount of 11 1/8%
senior notes due 2001, including form of the JPS Automotive
Senior Note.
4.5(c) - First Supplemental Indenture, dated as of October 5, 1994, by
and among Products Corp., JPS Automotive, and Shawmut
Connecticut, as Trustee, relating to the JPS Automotive Senior
Notes.
4.6(c) - Amended and Restated Credit Agreement, dated October 5, 1994,
by and among, Products Corp., JPS Automotive, JPSGP, the
institutions party thereto as Lenders, the institutions party
thereto as Issuing Banks, and Citibank, N.A. and The Bank of
Nova Scotia.
4.7(d) - First Amendment to JPS Automotive Credit Agreement, dated as
of November 11, 1994.
4.8(d) - Second Amendment to JPS Automotive Credit Agreement, dated as
of February 8, 1995.
4.9(g) - Third Amendment to JPS Automotive Credit Agreement, dated as
of February 27, 1996.
4.10 - Fourth Amendment to JPS Automotive Credit Agreement, dated as
of June 19, 1996.
10.1(a) - Swap Agreement, dated as of June 30, 1994, by and between JPS
Automotive and Citibank, N.A.
13
<PAGE>
10.2(f) - Revised Swap Transaction Letter Agreement, dated May 11, 1995,
among Products Corp., JPS
Automotive, and Citibank N.A.
10.3(f) - Savings, Investment and Profit Sharing Plan of JPS Automotive
L.P. dated October 6, 1994.
10.4(f) - First Amendment to the Savings, Investment and Profit Sharing
Plan of JPS Automotive L.P. dated July 26, 1995.
10.5(g) - Hourly Employees' Pension Plan of JPS Automotive Products Corp.
10.6(g) - Retirement Pension Plan for Employees of JPS Automotive L.P.
10.7(i) - Employment Agreement, dated as of July 22, 1994, by and among
Foamex International, JPS Automotive, and Jerry Burns.
10.8(e) - Employment Agreement, dated as of August 4, 1994, by and
among Foamex International, JPS Automotive, and Robert Sparks.
10.9(g) - Employment Agreement dated as of September 1, 1995, by and
between JPS Automotive and Dean Gaskins.
10.10(a) - Services Agreement, by and between JPS Automotive and Foamex
International.
10.11(a) - Dunean Reciprocal Easement Agreement, by and between JPS
Automotive and C&I.
10.12(a) - Supply Agreement, by and among Foamex International and
certain of its affiliates and JPS Automotive.
10.13(a) - Tax Sharing Agreement, by and among JPS Automotive and its
partners.
10.14(a) - Financing Agreement, dated as June 4, 1993, by and between
Nationsbank of North Carolina, N.A. and Cramerton, as amended
by the First Amendment and Correction of Financing Agreement,
dated as of April 28, 1994.
10.15(e) - Second Amendment and Correction of Financing Agreement, dated
as of December 28, 1994, by and between Nationsbank of North
Carolina, N.A. and Cramerton.
10.16(g) - Third Amendment to Financing Agreement, dated December 12,
1995, by and between Nationsbank of North Carolina, N.A. and
Cramerton.
10.17 - Fourth Amendment to Financing Agreement, dated June 14, 1996,
by and between Nationsbank of North Carolina, N.A. and
Cramerton.
10.18(a) - Amended and Restated Agreement of Limited Partnership of
Cramerton, dated as of December 2, 1991.
10.19(d) - First Amendment to Amended and Restated Agreement of Limited
Partnership of Cramerton, dated as of June 28, 1994.
10.20(d) - Second Amendment to Amended and Restated Agreement of Limited
Partnership of Cramerton, dated as of October 5, 1994.
10.21(a) - Stockholders' Agreement, dated as of December 2, 1991, by and
among Cramerton Management Corp., JPS Group, and Seiren Co.,
Ltd. (the "Stockholders' Agreement").
10.22(d) - First Amendment to Stockholders' Agreement, dated as of June
28, 1994.
14
<PAGE>
- --------
(a) Incorporated herein by reference to the Exhibit to Products Corp.'s
Registration Statement on Form S-1, Registration No. 33-75510.
(b) Incorporated herein by reference to the Exhibit to the Registration
Statement of FJPS, FJCC, and Foamex International on Form S-4, Registration
No. 33-82028.
(c) Incorporated herein by reference to the Exhibit to the quarterly report on
Form 10-Q of JPS Automotive and Products Corp. for the fiscal quarter ended
October 2, 1994.
(d) Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
International for fiscal 1994.
(e) Incorporated herein by reference to the Exhibit to the Form 10-K of JPS
Automotive for fiscal 1994.
(f) Incorporated herein by reference to the Exhibit to the quarterly report on
Form 10-Q of JPS Automotive and Products Corp. for the fiscal quarter ended
July 2, 1995.
(g) Incorporated herein by reference to the Exhibit to the Form 10-K of JPS
Automotive for fiscal 1995.
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.
(b) Products Corp. and/or JPS Automotive filed the following Current
Reports on Form 8-K:
None.
15
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
JPS AUTOMOTIVE L.P.
By: JPSGP INC.
GENERAL PARTNER
Date: August 13, 1996 By: /s/ M. Dale Anderson
---------------------
M. Dale Anderson
Chief Financial Officer and
Chief Accounting Officer
JPS AUTOMOTIVE PRODUCTS CORP.
Date: August 13, 1996 By: /s/ M. Dale Anderson
----------------------------
M. Dale Anderson
Vice President - Finance and
Chief Financial Officer and
Chief Accounting Officer
16
<PAGE>
Exhibit 10.17
FOURTH AMENDMENT TO FINANCING AGREEMENT
THIS FOURTH AMENDMENT TO FINANCING AGREEMENT (the "Fourth Amendment"),
dated June 14, 1996, between
CRAMERTON AUTOMOTIVE PRODUCTS, L.P., a Delaware limited partnership
(the "Company"); and
NATIONSBANK, N.A., a national banking association organized and
existing under the laws of the United States and having offices in Charlotte,
North Carolina (the "Bank").
RECITALS:
A. The Company and the Bank entered into that certain Financing
Agreement, dated as of June 4, 1993, as amended (the "Financing Agreement").
B. The Company and the Bank have agreed to amend and correct the
Financing Agreement as set forth herein.
NOW THEREFORE, the parties hereto agree as follows:
1. The Financing Agreement is hereby amended as follows:
(a) The definition of "Applicable Margin" is amended in its entirety so
that such definition now reads as follows:
"Applicable Margin" shall mean 1.50%.
(b) The definition of "Termination Date" in Section 1.1 is amended by
replacing the reference to "April 30, 1997" with a reference to
"April 30, 1998."
2. Except as hereby modified, all the terms and provisions of the
Financing Agreement and exhibits thereto remain in full force and effect.
3. All reference to the terms "Financing Agreement" in each document
executed in connection with the Financing Agreement (the "Loan Documents") shall
mean "the Financing Agreement, dated June 4, 1993, as amended and corrected
April 28, 1994, as further amended December 28, 1994, as further amended
December 12, 1995, and as further amended June 14, 1996, by and between
Cramerton Automotive Products, L.P. and NationsBank, N.A."
4. The Company will execute such additional documents as are reasonably
requested by the Bank to reflect the terms and conditions of this Fourth
Amendment and will cause to be delivered such certificates, legal opinions and
other documents as are reasonably required by the Bank. In addition, the Company
will pay all costs and expenses in connection with the preparation, execution
and delivery of the documents executed in connection with this transaction,
including, without limitation, the reasonable fees and out-of-pocket expenses of
special counsel to the Bank as well as any and all filing and recording fees, if
any, and stamp and other taxes with respect thereto and to save the Bank
harmless from any and all such costs, expenses and liabilities.
5. This Fourth Amendment may be executed in any number of counterparts,
each of which when so executed in any number of counterparts, each of which when
so executed and delivered shall be deemed an original, and it shall not be
necessary in making proof of this Fourth Amendment to produce or account for
more than one counterpart.
<PAGE>
6. This Fourth Amendment and all other documents executed pursuant to
the transactions contemplated herein shall be deemed to be contracts made under,
and for all purposes shall be construed in accordance with, the internal laws
and judicial decisions of the State of North Carolina.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be executed by their fully authorized officers as of June 14, 1996.
The Company:
CRAMERTON AUTOMOTIVE PRODUCTS, L.P.
By: Cramerton Management Corp.,
its managing general partner
By:
----------------------------------
Title:
--------------------------------
ATTEST:
By:
------------------------------
Secretary
Accepted as of this 14th day of June, 1996, in Charlotte, North Carolina.
The Lender:
NATIONSBANK, N.A.
By:
-----------------------------------
Title:
--------------------------------
<PAGE>
Exhibit 99
EXECUTION COPY
FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated
as of June 19, 1996 (the "Fourth Amendment"), amends in certain respects the
Amended and Restated Credit Agreement dated as of October 5, 1994 (as so
amended, the "Credit Agreement"), among JPS Automotive L.P. (the "Borrower"),
JPS Automotive Products Corp. ("JPS Automotive"), JPSGP Inc. ("JPSGP"), the
institutions from time to time party thereto as Lenders, the institutions from
time to time party thereto as Issuing Banks and Citibank, N.A., as collateral
and documentation agent for Lenders and the Issuing Banks (the "Collateral
Agent") and The Bank of Nova Scotia, as funding agent for the Lenders and the
Issuing Banks (the "Funding Agent"; together with the Collateral Agreement, the
"Administrative Agents") as amended by the First Amended and Restated Credit
Agreement dated as of November 11, 1994, the Second Amendment to Amended and
Restated Credit Agreement dated as of February 8, 1995 and the Fourth Amendment
to Amended and Restated Credit Agreement dated as of February 27, 1996.
R E C I T A L S:
Pursuant to a letter dated May 1, 1996, a copy of which is attached as
Exhibit A hereto (the "Letter"), the Borrower has requested the undersigned,
which constitute the Requisite Lenders, to amended the Credit Agreement along
the lines set forth in the Letter. The Lenders party hereto have agreed to
amend the Credit Agreement to accommodate the request of the Borrower, in each
case subject to the terms set forth in this Fourth Amendment.
NOW, THEREFORE, in consideration of the above recitals, each of the
Borrower, JPS Automotive, JPSGP, the Lenders party hereto and the Administrative
Agents agree as follows:
Section 1. Defined Terms. Terms defined in the Credit Agreement not
otherwise defined herein have the meanings given such terms in the Credit
Agreement.
Section 2. Amendments to the Credit Agreement. The Credit Agreement is
hereby amended as follows:
2.1 Section 9.08 of the Credit Agreement is amended by deleting the
word "and" immediately after the end of clause (vi) thereof and inserting the
following new clause (viii) immediately following prior to the period at the end
of clause (vii) of such section:
; and (viii) obtaining from Foamex a license to use Foamex's patented
surface modification technology and leasing from Foamex certain
equipment (not in excess of a net book value of $500,000) associated
with the use of such license)
Section 3. Conditions Precedent. This Fourth Amendment shall become
effective as of the date hereof (the "Effective Date"), when the following
conditions precedent shall have been satisfied:
3.1 Delivery Requirements. The Collateral Agent shall have received a
copy of this Fourth Amendment duly executed by the Borrower, JPS Automotive,
JPSGP and the Requisite Lenders.
3.2 No Default. No Event of Default or Potential Event of Default shall
have occurred and be continuing on the Effective Date after giving effect to the
waivers and amendments contemplated by this Fourth Amendment, or shall result
from the transactions contemplated in this Fourth Amendment.
3.4 Representations and Warranties. All of the representations and
warranties contained in Section 6.01 of the Credit Agreement and in any of the
other Loan Documents (as defined giving effect to this Fourth Amendment) shall
be true and correct in all material respects on and as of the Effective Date and
after giving effect
<PAGE>
to the transactions contemplated in this Fourth Amendment (except for those
representations and warranties which expressly speak as of a different date).
Section 4. Representations and Warranties. The Borrower, JPS Automotive
and JPSGP hereby represent and warrant to the Lenders party hereto that (i) the
execution, delivery and performance of this Fourth Amendment by the Borrower,
JPS Automotive and JPSGP are within their respective partnership and corporate
powers and have been duly authorized by all necessary partnership and
corporation action, and (ii) this Fourth Amendment constitutes the legal, valid
and binding obligation of the Borrower, JPS Automotive and JPSGP, enforceable
against each of them, respectively, in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or other laws relating to or limiting creditors' rights generally or by
equitable principles generally.
Section 5. Reference to and Effect on the Loan Documents.
5.1 Upon the effectiveness of this Fourth Amendment, on and after the
date hereof each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof" or words of like import, and each reference in the other
Loan Documents to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as amended hereby.
5.2 Except as specifically amended above, all of the terms of the
Credit Agreement and all other Loan Documents shall remain unchanged and in full
force and effect.
5.3 The execution, delivery and effectiveness of this Fourth Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or either Administrative Agent under the
Credit Agreement or any of the Loan Documents, nor constitute a waiver of any
provision of the Credit Agreement or any of the Loan Documents.
Section 6. Execution of Counterparts. This Fourth Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute one of
the same agreement.
Section 7. Governing Law. This Fourth Amendment shall be governed by,
and shall be construed and enforced in accordance with, the law of the State of
New York.
Section 8. Headings. Section headings in this Fourth Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Fourth Amendment or be given any substantive effect.
IN WITNESS WHEREOF, this Fourth Amendment has been duly executed as of
the date first above written.
JPS AUTOMOTIVE L.P.
By: JPSGP Inc.
----------------------------------------
Its General Partner
By: _______________________________________
Title:_____________________________________
JPS AUTOMOTIVE PRODUCTS CORP.
By: _______________________________________
Title:_____________________________________
<PAGE>
JPSGP, INC.
By: _______________________________________
Title:_____________________________________
CITIBANK, N.A., as Collateral Agent and
individually as a Lender
By: _______________________________________
Title:_____________________________________
THE BANK OF NOVA SCOTIA, as Funding Agent
and individually as a Lender
By: _______________________________________
Title:_____________________________________
GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender
By: _______________________________________
Title:_____________________________________
HELLER FINANCIAL, INC., as a Lender
By: _______________________________________
Title:_____________________________________
CREDIT LYONNAIS, New York Branch, as a Lender
By: _______________________________________
Title:_____________________________________
CREDIT LYONNAIS, Cayman Island Branch, as a
Lender
By: _______________________________________
Title:_____________________________________
FLEET NATIONAL BANK, as a Lender
By: _______________________________________
Title:_____________________________________
<PAGE>
NATIONAL WESTMINSTER BANK, USA, as a
Lender
By: _______________________________________
Title:_____________________________________
NATIONSBANK OF GEORGIA, N.A., as a Lender
By: _______________________________________
Title:_____________________________________
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-29-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 1,124
<SECURITIES> 0
<RECEIVABLES> 44,476
<ALLOWANCES> 0
<INVENTORY> 21,780
<CURRENT-ASSETS> 72,460
<PP&E> 116,518
<DEPRECIATION> 0
<TOTAL-ASSETS> 357,081
<CURRENT-LIABILITIES> 39,806
<BONDS> 195,769
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 357,081
<SALES> 82,749
<TOTAL-REVENUES> 82,749
<CGS> 69,009
<TOTAL-COSTS> 69,009
<OTHER-EXPENSES> (278)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,287
<INCOME-PRETAX> 2,373
<INCOME-TAX> 111
<INCOME-CONTINUING> 2,262
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,262
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
