UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 27, 2002.
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________.
Commission File Number 33-27038
JPS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 57-0868166 | |
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| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
| 555 North Pleasantburg Drive, Suite 202, Greenville, South Carolina | 29607 | |||
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| (Address of principal executive offices) | (Zip Code) |
Registrants telephone number (864) 239-3900
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X
No
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X
No
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 9,286,425 shares of the Companys Common Stock were outstanding as of September 5, 2002.
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JPS INDUSTRIES, INC.
INDEX
| Page Number |
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| PART I | FINANCIAL INFORMATION | |||
| Item 1. | Condensed Consolidated Balance Sheets July 27, 2002 (Unaudited) and October 27, 2001 | 3 | ||
| Condensed Consolidated Statements of Operations Three Months and Nine Months Ended July 27, 2002 and July 28, 2001 (Unaudited) | 4 | |||
| Condensed Consolidated Statements of Cash Flows Nine Months Ended July 27, 2002 and July 28, 2001 (Unaudited) | 5 | |||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 6 | |||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 9 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 11 | ||
| PART II | OTHER INFORMATION | 12 |
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Item 1. Financial Statements
JPS INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands Except Share and Per Share Amounts)
| July 27, | October 27, | ||||||||||
| 2002 | 2001 | ||||||||||
| (Unaudited) | |||||||||||
ASSETS |
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Current assets: |
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Cash |
$ | 0 | $ | 544 | |||||||
Accounts receivable |
19,472 | 21,656 | |||||||||
Inventories (Note 2) |
16,745 | 18,439 | |||||||||
Prepaid expenses and other (Note 4) |
4,075 | 3,291 | |||||||||
Total current assets |
40,292 | 43,930 | |||||||||
Property, plant and equipment, net |
39,864 | 43,707 | |||||||||
Other assets |
23,351 | 22,268 | |||||||||
Total assets |
$ | 103,507 | $ | 109,905 | |||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
$ | 8,623 | $ | 10,506 | |||||||
Accrued salaries, benefits and withholdings |
1,141 | 2,303 | |||||||||
Other accrued expenses |
4,278 | 3,700 | |||||||||
Current portion of long-term debt (Note 3) |
656 | 620 | |||||||||
Total current liabilities |
14,698 | 17,129 | |||||||||
| |
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Long-term debt (Note 3) |
14,946 | 19,287 | |||||||||
Deferred revenue and postemployment liabilities |
19,005 | 18,242 | |||||||||
Total liabilities |
48,649 | 54,658 | |||||||||
SHAREHOLDERS EQUITY: |
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Common stock- $.01 par value; authorized - |
|||||||||||
22,000,000 shares; issued - 10,000,000 shares; |
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outstanding - 9,277,423 shares |
100 | 100 | |||||||||
Additional paid-in capital |
124,163 | 124,175 | |||||||||
Treasury stock (at cost) - 722,577 shares |
(2,808 | ) | (2,835 | ) | |||||||
Accumulated deficit |
(66,597 | ) | (66,193 | ) | |||||||
Total shareholders equity |
54,858 | 55,247 | |||||||||
Total liabilities and shareholders equity |
$ | 103,507 | $ | 109,905 | |||||||
Note: The condensed consolidated balance sheet at October 27, 2001 has been extracted from the audited financial statements.
See notes to condensed consolidated financial statements.
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JPS INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Data)
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| July 27, | July 28, | July 27, | July 28, | ||||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||||||
Net sales |
$ | 32,662 | $ | 34,925 | $ | 91,720 | $ | 113,095 | |||||||||
Cost of sales |
27,717 | 28,005 | 78,196 | 88,543 | |||||||||||||
Gross profit |
4,945 | 6,920 | 13,524 | 24,552 | |||||||||||||
Selling, general and administrative
expenses |
4,514 | 4,830 | 13,622 | 16,288 | |||||||||||||
Other expense (income), net |
(1 | ) | (1 | ) | | (1 | ) | ||||||||||
Operating profit (loss) |
432 | 2,091 | (98 | ) | 8,265 | ||||||||||||
Interest expense |
155 | 463 | 564 | 1,948 | |||||||||||||
Income (loss) before income taxes |
277 | 1,628 | (662 | ) | 6,317 | ||||||||||||
Income taxes (benefit) |
108 | 634 | (258 | ) | 2,460 | ||||||||||||
Net income (loss) |
$ | 169 | $ | 994 | $ | (404 | ) | $ | 3,857 | ||||||||
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING |
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Basic |
9,276,423 | 9,261,763 | 9,274,090 | 9,357,644 | |||||||||||||
Diluted |
9,469,615 | 9,537,752 | 9,274,090 | 9,616,722 | |||||||||||||
Basic earnings (loss) per common share |
$ | 0.02 | $ | 0.11 | $ | (0.04 | ) | $ | 0.41 | ||||||||
Diluted earnings (loss) per common share |
$ | 0.02 | $ | 0.10 | $ | (0.04 | ) | $ | 0.40 | ||||||||
See notes to condensed consolidated financial statements.
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JPS INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
| Nine Months Ended | ||||||||||||
| July 27, | July 28, | |||||||||||
| 2002 | 2001 | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) |
$ | (404 | ) | $ | 3,857 | |||||||
Adjustments to reconcile net income (loss) to net cash provided
by operating activities: |
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Depreciation and amortization |
4,267 | 4,613 | ||||||||||
Amortization of deferred financing costs |
34 | 235 | ||||||||||
Deferred income tax provision (benefit) |
(258 | ) | 2,460 | |||||||||
Other, net |
(351 | ) | 408 | |||||||||
Changes in assets and liabilities: |
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Accounts receivable |
2,184 | 5,319 | ||||||||||
Inventories |
1,694 | (328 | ) | |||||||||
Prepaid expenses and other assets |
(526 | ) | 595 | |||||||||
Accounts payable |
(1,883 | ) | (3,598 | ) | ||||||||
Accrued expenses and other liabilities |
(584 | ) | (6,442 | ) | ||||||||
Total adjustments |
4,577 | 3,262 | ||||||||||
Net cash provided by operating activities |
4,173 | 7,119 | ||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
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Property and equipment additions |
(426 | ) | (5,735 | ) | ||||||||
Proceeds from assets held for sale |
| 27,539 | ||||||||||
Net cash provided by (used in) investing activities |
(426 | ) | 21,804 | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
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Financing costs incurred |
(1 | ) | (197 | ) | ||||||||
Purchase of treasury stock |
| (2,104 | ) | |||||||||
Net proceeds from exercise of stock options |
15 | 490 | ||||||||||
Revolving credit facility repayments, net |
(3,845 | ) | (27,287 | ) | ||||||||
Repayment of other long-term debt |
(460 | ) | (864 | ) | ||||||||
Net cash used in financing activities |
(4,291 | ) | (29,962 | ) | ||||||||
NET DECREASE IN CASH |
(544 | ) | (1,039 | ) | ||||||||
CASH AT BEGINNING OF PERIOD |
544 | 2,216 | ||||||||||
CASH AT END OF PERIOD |
$ | 0 | $ | 1,177 | ||||||||
SUPPLEMENTAL INFORMATION ON CASH FLOWS
FROM CONTINUING OPERATIONS: |
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Interest paid |
$ | 542 | $ | 2,381 | ||||||||
Income taxes paid, net |
142 | 477 | ||||||||||
See notes to condensed consolidated financial statements.
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JPS INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 1. | Basis of Presentation | |
| Unless the context otherwise requires, the terms JPS and the Company as used in these condensed consolidated financial statements mean JPS Industries, Inc. and JPS Industries, Inc. together with its subsidiaries, respectively. | ||
| The Company has prepared, without audit, the interim condensed consolidated financial statements and related notes. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at July 27, 2002 and for all periods presented have been made. | ||
| The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
| Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended October 27, 2001 (Fiscal 2001). The results of operations for the interim period are not necessarily indicative of the operating results for the full year. | ||
| 2. | Inventories (in thousands): |
| July 27, | October 27, | ||||||||
| 2002 | 2001 | ||||||||
Raw materials and supplies |
$ | 3,214 | $ | 3,415 | |||||
Work-in-process |
3,474 | 4,662 | |||||||
Finished goods |
10,057 | 10,362 | |||||||
Total |
$ | 16,745 | $ | 18,439 | |||||
| 3. | Long-Term Debt (in thousands): |
| July 27, | October 27, | ||||||||
| 2002 | 2001 | ||||||||
Senior credit facility, revolving line of credit |
$ | 12,907 | $ | 16,752 | |||||
Capital lease obligation |
2,695 | 3,155 | |||||||
Total |
15,602 | 19,907 | |||||||
Less current portion |
(656 | ) | (620 | ) | |||||
Long-term portion |
$ | 14,946 | $ | 19,287 | |||||
| The Companys Revolving Credit and Security Agreement (the Revolving Credit Facility) is with Wachovia Bank. On April 26, 2002, the Company amended the Revolving Credit Facility to increase its flexibility and reduce the unused line fee. The facility, as amended, provides for a revolving credit loan facility and letters of credit in a maximum principal amount equal to the lesser of (a) $27 million or (b) a specified borrowing base (the Borrowing Base), which is based upon eligible receivables, eligible |
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| inventory, and a specified dollar amount (currently $8.8 million subject to amortization). The Revolving Credit Facility restricts investments, acquisitions, and dividends. The Credit Agreement contains financial covenants relating to minimum levels of net worth, as defined, and a minimum debt to EBITDA ratio, as defined. The Company is currently in compliance with all of the restrictions and covenants of its Revolving Credit Facility. All loans outstanding under the Revolving Credit Facility bear interest at the 30-day LIBOR rate plus an applicable margin (the Applicable Margin) based upon the Companys debt to EBITDA ratio. As of July 27, 2002, the Companys interest rate under the Revolving Credit Facility was 3.6%. | ||
| As of July 27, 2002, unused and outstanding letters of credit totaled $0.6 million. The outstanding letters of credit reduce the funds available under the Revolving Credit Facility. At July 27, 2002, the Company had approximately $13.4 million of additional availability for borrowing under the Revolving Credit Facility. | ||
| 4. | Contingencies | |
| At July 27, 2002, the Company had regular federal net operating loss carryforwards for tax purposes of approximately $89.9 million. The net operating loss carryforwards expire in years 2003 through 2020. The Company also has federal alternative minimum tax net operating loss carryforwards of approximately $105.2 million which expire in 2004 through 2020. Alternative minimum tax credits of $1.8 million can be carried forward indefinitely and used as a credit against regular federal taxes, subject to limitation. | ||
| The Companys future ability to utilize a portion of its net operating loss carryforwards is limited under the income tax laws as a result of being treated as having a change in the ownership of the Companys stock as of December 2000 under Federal income tax laws. The effect of such an ownership change is to limit the annual utilization of the net operating loss carryforwards to an amount equal to the value of the Company immediately after the time of the change (subject to certain adjustments) multiplied by the Federal long-term tax exempt rate. Based on the expiration dates for the loss carryforwards and fair market value at the time of ownership change, the Company does not believe that the limitations imposed as a result of prior ownership changes will result in any Federal loss carryforward expiring unutilized. Uncertainties surrounding income tax law changes, shifts in operations between state taxing jurisdictions and future operating income levels may, however, affect the ultimate realization of all or some portion of these deferred income tax assets. In addition, a future change in ownership could result in additional limitations on the ability of the Company to utilize its net operating loss carryforwards. Under applicable accounting guidelines, these future uncertainties, combined with factors giving rise to losses, requires a valuation allowance be recognized. | ||
| The Company is exposed to a number of asserted and unasserted potential claims encountered in the normal course of business including certain asbestos-based claims. Except as discussed below, management believes that none of this litigation, if determined unfavorable to the Company, would have a material adverse effect on the financial condition or results of operations of the Company. | ||
| In June 1997, Sears Roebuck and Co. (Sears) filed a multi-count complaint against Elastomerics and two other defendants alleging an unspecified amount of damages in connection with the alleged premature deterioration of the Companys Hypalon roofing membrane installed during the 1980s on approximately 140 Sears stores. A trial date is expected sometime in 2003. The Company believes it has meritorious defenses to the claims and intends to defend the lawsuit vigorously as it has since its inception in 1997. Management, however, cannot determine the outcome of the lawsuit or estimate the range of loss, if any, that may occur. Accordingly, no provision has been made for any loss which may result. An unfavorable resolution of the actions could have a material adverse effect on the business, |
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| results of operations or financial condition of the Company if not covered by insurance. In July, 2002, the Companys insurance carrier, Liberty Mutual Insurance Company, informed the Company that it no longer believed it had an obligation to contribute to settlement or defense of this matter. The Company subsequently filed a lawsuit for declaratory, injunctive, and monetary relief against Liberty Mutual which is pending. | ||
| 5. | Business Segments | |
| The Companys reportable segments are JPS Elastomerics and JPS Glass. The reportable segments were determined using the Companys method of internal reporting, which divides and analyzes the business by the nature of the products manufactured and sold, the customer base, manufacturing process, and method of distribution. The Elastomerics segment principally manufactures and markets extruded products including high performance roofing products, environmental geomembranes, and various polyurethane products. The Glass segment produces and markets specialty substrates mechanically formed from fiberglass and other specialty materials for a variety of applications such as printed circuit boards, filtration, advanced composites, building products, defense, and aerospace. | ||
| The Company evaluates the performance of its reportable segments and allocates resources principally based on the segments operating profit, defined as earnings before interest and taxes. Indirect corporate expenses allocated to each business segment are based on managements analysis of the costs attributable to each segment. The following table presents certain information regarding the business segments (in thousands): |
| Three Months Ended | Nine Months Ended | |||||||||||||||||