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JPS INDUSTRIES, INC.
Quarterly Report On Form 10-Q
Under the Securities Exchange Act of 1934
for the Fiscal Quarter Ended April 27, 2002
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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 April 27, 2002.
OR
[ ] 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)
Registrant's 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 issuer's classes of
common stock, as of the latest practicable date: 9,275,423 shares of the
Company's Common Stock were outstanding as of May 23, 2002.
JPS INDUSTRIES, INC.
INDEX
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Balance Sheets
April 27, 2002 (Unaudited) and October 27, 2001.................... 3
Condensed Consolidated Statements of Operations
Three Months and Six Months Ended April 27, 2002 and
April 28, 2001 (Unaudited)......................................... 4
Condensed Consolidated Statements of Cash Flows
Six Months Ended April 27, 2002 and April 28, 2001 (Unaudited)..... 5
Notes to Condensed Consolidated Financial Statements (Unaudited)....... 6
Item 2. Management's 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)
April 27, October 27,
2002 2001
--------- -----------
(Unaudited)
ASSETS
Current assets:
Cash $ -- $ 544
Accounts receivable 20,260 21,656
Inventories (Note 2) 16,618 18,439
Prepaid expenses and other (Note 4) 3,261 3,291
--------- ---------
Total current assets 40,139 43,930
Property, plant and equipment, net 41,005 43,707
Other assets 22,998 22,268
--------- ---------
Total assets $ 104,142 $ 109,905
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,440 $ 10,506
Accrued salaries, benefits and withholdings 1,556 2,303
Other accrued expenses 3,474 3,700
Current portion of long-term debt (Note 3) 644 620
--------- ---------
Total current liabilities 14,114 17,129
Long-term debt (Note 3) 16,287 19,287
Deferred revenue and postemployment liabilities 19,056 18,242
--------- ---------
Total liabilities 49,457 54,658
--------- ---------
SHAREHOLDERS' EQUITY:
Common stock- $.01 par value; authorized - 22,000,000 shares; issued -
10,000,000 shares; outstanding - 9,275,423 shares 100 100
Additional paid-in capital 124,168 124,175
Treasury stock (at cost) - 724,577 shares (2,817) (2,835)
Accumulated deficit (66,766) (66,193)
--------- ---------
Total shareholders' equity 54,685 55,247
--------- ---------
Total liabilities and shareholders' equity $ 104,142 $ 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 Six Months Ended
--------------------------------- ---------------------------------
April 27, April 28, April 27, April 28,
2002 2001 2002 2001
----------- ----------- ----------- -----------
Net sales $ 31,927 $ 39,537 $ 59,058 $ 78,170
Cost of sales 27,646 30,686 50,479 60,538
----------- ----------- ----------- -----------
Gross profit 4,281 8,851 8,579 17,632
Selling, general and administrative
expenses 4,297 5,654 9,108 11,458
Other expense (income), net -- 2 1 --
----------- ----------- ----------- -----------
Operating profit (loss) (16) 3,195 (530) 6,174
Interest expense 194 634 409 1,485
----------- ----------- ----------- -----------
Income (loss) before income taxes (210) 2,561 (939) 4,689
Income taxes (benefit) (82) 997 (366) 1,826
----------- ----------- ----------- -----------
Net income (loss) $ (128) $ 1,564 $ (573) $ 2,863
=========== =========== =========== ===========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING
Basic 9,273,590 9,207,549 9,272,978 9,382,533
=========== =========== =========== ===========
Diluted 9,273,590 9,424,528 9,272,978 9,618,978
=========== =========== =========== ===========
Basic earnings (loss) per common share $ (0.01) $ 0.17 $ (0.06) $ 0.31
=========== =========== =========== ===========
Diluted earnings (loss) per common share $ (0.01) $ 0.17 $ (0.06) $ 0.30
=========== =========== =========== ===========
See notes to condensed consolidated financial statements.
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JPS INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Six Months Ended
----------------------------
April 27, April 28,
2002 2001
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (573) $ 2,863
-------- --------
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation and amortization 2,874 2,941
Amortization of deferred financing costs 23 149
Deferred income tax provision (benefit) (366) 1,826
Other, net 62 270
Changes in assets and liabilities:
Accounts receivable 1,396 1,958
Inventories 1,821 (47)
Prepaid expenses and other assets 396 2,706
Accounts payable (2,066) (3,351)
Accrued expenses and other liabilities (973) (7,317)
-------- --------
Total adjustments 3,167 (865)
-------- --------
Net cash provided by operating activities 2,594 1,998
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment additions (173) (4,650)
Proceeds from assets held for sale -- 27,539
-------- --------
Net cash provided by (used in) investing activities (173) 22,889
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Financing costs incurred -- (161)
Purchase of treasury stock -- (2,104)
Net proceeds from exercise of stock options 11 314
Revolving credit facility repayments, net (2,673) (23,329)
Repayment of other long-term debt (303) (720)
-------- --------
Net cash used in financing activities (2,965) (26,000)
-------- --------
NET DECREASE IN CASH (544) (1,113)
CASH AT BEGINNING OF PERIOD 544 2,216
-------- --------
CASH AT END OF PERIOD $ -- $ 1,103
======== ========
SUPPLEMENTAL INFORMATION ON CASH FLOWS
FROM CONTINUING OPERATIONS:
Interest paid $ 404 $ 1,914
Income taxes paid, net 140 390
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 April 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 asset 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 Company's 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):
April 27, October 27,
2002 2001
------------ ------------
Raw materials and supplies $ 3,211 $ 3,415
Work-in-process 3,878 4,662
Finished goods 9,529 10,362
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Total $ 16,618 $ 18,439
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3. Long-Term Debt (in thousands):
April 27, October 27,
2002 2001
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Senior credit facility, revolving line of credit $ 14,080 $ 16,752
Capital lease obligation 2,851 3,155
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Total 16,931 19,907
Less current portion (644) (620)
------------ ------------
Long-term portion $ 16,287 $ 19,287
============ ============
The Company's 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
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receivables, eligible inventory, and a specified dollar amount
(currently $9.1 million subject to reduction). 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
Company's debt to EBITDA ratio. As of April 27, 2002, the Company's
interest rate under the Revolving Credit Facility was 3.1%.
As of April 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 April 27, 2002, the
Company had approximately $12.3 million available for borrowing under
the Revolving Credit Facility.
4. Contingencies
At April 27, 2002, the Company had regular federal net operating loss
carryforwards for tax purposes of approximately $89.2 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 Company's 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 Company's
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 Company's Hypalon roofing membrane installed
during the 1980's on approximately 140 Sears stores. A trial date has
been established for 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, results of
operations or financial condition of the Company if not covered by
insurance.
-7-
5. Business Segments
The Company's reportable segments are JPS Elastomerics and JPS Glass.
The reportable segments were determined using the Company's 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 segment's operating
profit, defined as earnings before interest and taxes. Indirect
corporate expenses allocated to each business segment are based on
management's analysis of the costs attributable to each segment. The
following table presents certain information regarding the business
segments (in thousands):
Three Months Ended Six Months Ended
---------------------------- ----------------------------
April 27, April 28, April 27, April 28,
2002 2001 2002 2001
--------- --------- --------- ---------
Net sales:
Elastomerics $ 18,313 $ 21,840 $ 34,152 $ 40,816
Glass 13,614 17,697 24,906 37,354
-------- -------- -------- --------
Net sales $ 31,927 $ 39,537 $ 59,058 $ 78,170
======== ======== ======== ========
Operating profit (loss)(1):
Elastomerics $ (275) $ 1,245 $ (564) $ 2,192
Glass 259 1,950 34 3,982
-------- -------- -------- --------
Operating profit (loss) (16) 3,195 (530) 6,174
Interest expense 194 634 409 1,485
-------- -------- -------- --------
Income (loss) before
income taxes $ (210) $ 2,561 $ (939) $ 4,689
======== ======== ======== ========
April 27, October 28,
2002 2001
--------- -----------
Identifiable assets:
Elastomerics $ 51,201 $ 54,684
Glass 52,941 55,221
-------- --------
Total assets $104,142 $109,905
======== ========
(1) The operating profit of each business segment includes a proportionate
share of indirect corporate expenses. The Company's corporate group is
responsible for finance, strategic planning, legal, tax, and regulatory
affairs for the business segments. Such expense consists primarily of
salaries and employee benefits, professional fees, and amortization of
Reorganization Value in Fiscal 2001.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The statements contained in this quarterly report on Form 10-Q that are not
historical facts are forward-looking statements subject to the safe harbor
created by the Private Securities Litigation Reform Act of 1995. The Company
cautions readers of this quarterly report on Form 10-Q that a number of
important factors could cause the Company's actual results in Fiscal 2002 and
beyond to differ materially from those expressed in any such forward-looking
statements. These factors include, without limitation, the general economic and
business conditions affecting manufacturing businesses, actions of a variety of
domestic and foreign competitors, changes in demand in the primary markets of
JPS, the seasonality of the Company's sales, changes in the Company's costs of
claims, raw materials and energy, and the Company's dependence on key personnel.
The following should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing in the
Company's Annual Report on Form 10-K for the fiscal year ended October 27, 2001:
RESULTS OF OPERATIONS
Introduction
The Company has repositioned itself from one that was largely textile-oriented
to a diversified manufacturing and marketing company that is focused on a broad
array of industrial applications.
THREE MONTHS ENDED APRIL 27, 2002 (THE "2002 SECOND QUARTER") COMPARED TO THE
THREE MONTHS ENDED APRIL 28, 2001 (THE "2001 SECOND QUARTER")
Consolidated net sales decreased $7.6 million, or 19.2%, from $39.5 million in
the 2001 second quarter to $31.9 million in the 2002 second quarter. Operating
profit decreased $3.2 million from $3.2 million in the 2001 second quarter to a
loss of $16,000 in the 2002 second quarter.
Net sales in the 2002 second quarter in the Elastomerics segment, which includes
single-ply roofing and extruded urethane products, decreased $3.5 million, or
16.1%, from $21.8 million in the 2001 second quarter to $18.3 million in the
2002 second quarter. This decrease is primarily attributable to lower urethane
product sales as a result of general economic conditions and lower roofing
product sales primarily due to price competition.
Operating profit for the Elastomerics segment decreased $1.5 million from $1.2
million in the 2001 second quarter to a loss of $0.3 million in the 2002 second
quarter. The decrease is due to lower margins resulting from decreased sales
prices and higher manufacturing costs, partially offset by lower allocated net
corporate expenses resulting from higher pension income and reduced general
expenses.
Net sales in the Glass segment, which includes substrates of synthetics and
fiberglass for lamination, insulation, and filtration applications decreased
$4.1 million, or 23.1%, from $17.7 million in the 2001 second quarter to $13.6
million in the 2002 second quarter. The decrease is caused by lower demand for
electronic substrate products offset by higher demand for the Company's
industrial products, including its new patented filtration products, partially
offset by lower allocated net corporate expenses resulting from higher pension
income and reduced general expenses.
Operating profit for the Glass segment decreased $1.6 million from $1.9 million
in the 2001 second quarter to $0.3 million in the 2002 second quarter. This
decrease is primarily caused by lower selling prices as a result of the highly
competitive electronics market combined with higher manufacturing costs as a
result of operating at lower efficiencies.
-9-
Interest expense in the 2002 second quarter was $0.4 million less than the 2001
second quarter as a result of lower debt levels and interest rates.
SIX MONTHS ENDED APRIL 27, 2002 (THE "2002 SIX-MONTH PERIOD") COMPARED TO THE
SIX MONTHS ENDED APRIL 28, 2001 (THE "2001 SIX-MONTH PERIOD")
Consolidated net sales decreased $19.1 million, or 24.4%, from $78.2 million in
the 2001 six-month period to $59.1 million in the 2002 six-month period.
Operating profit decreased $6.7 million from $6.2 million in the 2001 six-month
period to a loss of $0.5 million in the 2002 six-month period.
Net sales in the 2002 six-month period in the Elastomerics segment decreased
$6.7 million, or 16.4%, from $40.8 million in the 2001 six-month period to $34.2
million in the 2002 six-month period. This decrease is primarily attributable to
lower urethane product sales as a result of general economic conditions and
lower roofing product sales primarily due to price competition.
Operating profit for the Elastomerics segment decreased $2.8 million from $2.2
million in the 2001 six-month period to a loss of $0.6 million in the 2002
six-month period. This decrease is due to lower margins resulting from decreased
sales prices and higher manufacturing costs, partially offset by lower allocated
net corporate expenses resulting from higher pension income and reduced general
expenses.
Net sales in the Glass segment decreased $12.5 million, or 33.4%, from $37.4
million in the 2001 six-month period to $24.9 million in the 2002 six-month
period. The decrease is primarily attributable to lower demand for electronic
substrate products offset by higher demand for the Company's industrial
products, including its new patented filtration products.
Operating profit for the Glass segment decreased $4.0 million from $4.0 million
in the 2001 six-month period to $34,000 in the 2002 six-month period as a result
of the highly competitive electronics market combined with higher manufacturing
costs as a result of operating at lower efficiencies, partially offset by lower
allocated net corporate expenses resulting from higher pension income and
reduced general expenses.
Interest expense in the 2002 six-month period was $1.1 million less than the
2001 six-month period, reflecting lower debt levels and interest rates.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of liquidity for operations and expansion are
funds generated internally and borrowings under its Revolving Credit Facility.
See Note 3 for additional discussion of the revolving credit facility.
Year to date for 2002, cash provided by operating activities was $2.6 million.
Working capital at October 27, 2001 was $26.8 million compared with $26.0
million at April 27, 2002. From October 27, 2001 to April 27, 2002, accounts
receivable decreased by $1.4 million due to timing and sales levels, inventories
decreased $1.8 million, and accounts payable and accrued expenses decreased by
$3.0 million as a result of payment of lower general payables.
The principal uses of cash in 2002 were for the repayment of long-term debt of
approximately $3.0 million and capital expenditures of $173,000. The Company
anticipates that its total capital expenditures in Fiscal 2002 will be $1.0
million and expects such amounts to be funded by cash from operations and bank
financing sources.
Based upon the ability to generate working capital through its operations and
its Revolving Credit Facility, the Company believes that it has the financial
resources necessary to pay its capital obligations and implement its business
plan.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK. The Company has exposure to interest rate changes primarily
relating to interest rate changes under its Revolving Credit Facility. The
Company's Revolving Credit Facility bears interest at rates which vary with
changes in the London Interbank Offered Rate (LIBOR). The Company does not
speculate on the future direction of interest rates. Currently, all of the
Company's debt bears interest at the 30-day LIBOR rate plus an applicable margin
based upon the Company's debt to EBITDA ratio. The Company believes that the
effect, if any, of reasonably possible near-term changes in interest rates on
the Company's consolidated financial position, results of operations, or cash
flows would not be material.
RAW MATERIAL PRICE RISK. A portion of the Company's raw materials are
commodities and are, therefore, subject to price volatility caused by weather,
production problems, delivery difficulties, and other factors which are outside
the control of the Company. In most cases, essential raw materials are available
from several sources. For several raw materials, however, branded goods or other
circumstances may prevent such diversification and an interruption of the supply
of these raw materials could have a significant impact on the Company's ability
to produce certain products. The Company has established long-term relationships
with key suppliers and may enter into purchase contracts or commitments of one
year or less for certain raw materials. Such agreements generally include a
pricing schedule for the period covered by the contract or commitment. The
Company believes that any changes in raw material pricing, which cannot be
adjusted for by changes in its product pricing or other strategies, would not be
significant.
GENERAL ECONOMIC CONDITIONS. Demand for the Company's products is affected by a
variety of economic factors including, but not limited to, the cyclical nature
of the construction industry, demand for electronic and aerospace products which
ultimately utilize components manufactured by the Company, and general consumer
demand. Adverse economic developments could affect the financial performance of
the Company.
-11-
JPS INDUSTRIES, INC.
PART II - OTHER INFORMATION
ITEM
1. Legal Proceedings None
2. Changes in Securities None
3. Defaults Upon Senior Securities None
4. Submission of Matters to a Vote of Stockholders
The Company's Annual Meeting of Stockholders was held on February 26, 2002
in New York, New York for the following purposes:
(1) To elect five (5) members of the Board of Directors to serve for a one
year term expiring at the 2003 Annual Meeting of Stockholders:
For Against
--- -------
Michael L. Fulbright 7,044,656 29,456
Robert J. Capozzi 7,054,156 19,956
Nicholas P. DiPaolo 7,055,156 18,956
John M. Sullivan, Jr. 7,055,156 18,956
Charles R. Tutterow 7,036,656 37,456
(2) To ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for the 2002 fiscal year:
For Against Abstain
--- ------- -------
7,018,047 52,365 3,700
5. Other Information None
6. Exhibits and Reports on Form 8-K:
(a) Exhibits:
(10.1) First Amendment to the Revolving Credit & Security
Agreement, dated as of April 26, 2002, by and among JPS,
C&I, Elastomerics and Wachovia Bank, National Association
(successor by merger to First Union National Bank).
(10.2) Employment Agreement Amendment dated May 8, 2002 between the
Company and Charles R. Tutterow.
(11) Statement re: Computation of Per Share Earnings - not
required since such computation can be clearly determined
from the material contained herein.
(b) Current Reports on Form 8-K: None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JPS INDUSTRIES, INC.
Date: May 31, 2002 /s/ Charles R. Tutterow
-----------------------------------------
Charles R. Tutterow
Executive Vice President, Chief Financial
Officer and Secretary
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