-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TEs8QVAZUV6vBtE/hbL3YJscdYl653mW8qYrXnJhjoRBnr6iXISEYqtApHsoLw5T KyCAjo6POwJ+rB2zfZqMNA== 0000912908-02-000013.txt : 20020415 0000912908-02-000013.hdr.sgml : 20020415 ACCESSION NUMBER: 0000912908-02-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020320 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOAMEX L P CENTRAL INDEX KEY: 0000890080 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS FOAM PRODUCTS [3086] IRS NUMBER: 050475617 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11432 FILM NUMBER: 02582625 BUSINESS ADDRESS: STREET 1: 1000 COLUMBIA AVENUE CITY: LINEWOOD STATE: PA ZIP: 19061 BUSINESS PHONE: 6108593000 MAIL ADDRESS: STREET 1: 1000 COLUMBIA AVE CITY: LINWOOD STATE: PA ZIP: 19061 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOAMEX CAPITAL CORP CENTRAL INDEX KEY: 0000890081 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS FOAM PRODUCTS [3086] IRS NUMBER: 223182164 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11436 FILM NUMBER: 02582627 BUSINESS ADDRESS: STREET 1: 1000 COLUMBIA AVE CITY: LINWOOD STATE: PA ZIP: 19061 BUSINESS PHONE: 6108593000 MAIL ADDRESS: STREET 1: 1000 COLUMBIA AVE CITY: LINWOOD STATE: PA ZIP: 19061 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOAMEX INTERNATIONAL INC CENTRAL INDEX KEY: 0000912908 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS FOAM PRODUCTS [3086] IRS NUMBER: 050473908 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22624 FILM NUMBER: 02582626 BUSINESS ADDRESS: STREET 1: 1000 COLUMBIA AVENUE CITY: LINWOOD STATE: PA ZIP: 19061 BUSINESS PHONE: 6108593000 MAIL ADDRESS: STREET 1: 1000 COLUMBIA AVE CITY: LINWOOD STATE: PA ZIP: 19061 8-K 1 k8032002.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2002 FOAMEX INTERNATIONAL INC. FOAMEX L.P. FOAMEX CAPITAL CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 0-22624 05-0473908 Delaware 1-11432 05-0475617 Delaware 1-11436 22-3182164 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1000 Columbia Avenue, Linwood, PA 19061 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (610) 859-3000 N/A - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. ------------- On March 20, 2002, Foamex L.P. and Foamex Capital Corporation issued a press release relating to their proposed offering of $300 million of their 10 3/4% Senior Secured Notes due 2009. The press release is attached as an Exhibit hereto and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. ---------------------------------- (c) Exhibits Exhibit Description 99.1 Press Release of Foamex L.P. and Foamex Capital Corporation, dated March 20, 2002 Item 9. Regulation FD Disclosure. ------------------------- Foamex International Inc. ("Foamex International"), Foamex L.P. ("Foamex") and Foamex Capital Corporation have provided the following information in connection with a private offering of securities. The matters described in this filing contain forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. The use of words in this document, such as "anticipates," "intends," "plans," "believes," "estimates," "expects" and similar expressions, is done to identify forward-looking statements. Foamex International, Foamex and Foamex Capital Corporation have based these forward-looking statements on their current expectations and projections about future results, and the actual results may differ materially from those anticipated in such statements. Forward-looking statements are affected by risks, uncertainties and assumptions that Foamex International, Foamex and Foamex Capital Corporation make about, among other things, the results of the audit for the year ended December 31, 2001, their ability to implement customer selling price increases in response to higher raw material costs, raw material price increases, general economic conditions, conditions in the capital markets, the interest rate environment, the level of automotive production, carpet production, furniture and bedding production and housing starts, the completion of various restructuring/consolidation plans, the achievement of management's business plans, their capital and debt structure (including various financial covenants), litigation and changes in environmental legislation and environmental conditions and other factors mentioned in their documents filed with the Securities and Exchange Commission. Readers should be aware that any forward-looking statement made in this filing, or elsewhere, speaks only as of the date on which it is made. Foamex International, Foamex and Foamex Capital Corporation assume no obligation to update such information. Transactions ------------ The following transactions will take place simultaneously with the closing of the offering of the 10 3/4% Senior Secured Notes due 2009 and, together with the offering, will be referred to collectively in this report as the "Transactions." (1) Foamex International will contribute to Foamex all of the equity interests in Foamex Carpet Cushion LLC, formerly Foamex Carpet Cushion, Inc. ("Foamex Carpet"). As a result, Foamex Carpet will become a wholly owned subsidiary of Foamex. This transaction is referred to in this report as the "Contribution." 2 (2) Foamex will amend its senior secured credit facility to provide for approximately $162.2 million in term loans, including the existing term loans, a new Term E Loan initially in the amount of $31.6 million (which will be used to repay all of Foamex Carpet's outstanding promissory note), and a new Term F Loan initially in the amount of $25.0 million, and a $100.0 million revolving credit facility. As amended, the senior secured credit facility and the revolving credit facility under it are referred to in this report as the "Amended Credit Facility" and the "New Revolving Credit Facility," respectively. (3) Foamex will use the net proceeds from the offering of the 10 3/4% Senior Secured Notes due 2009 and the borrowings under the New Revolving Credit Facility to repay a portion of its outstanding term loans (including the Term E Loan and the Term F Loan) and all of its outstanding revolving indebtedness under its existing credit facility. The closing of the offering of the 10 3/4% Senior Secured Notes due 2009 is conditioned upon the closing of the Amended Credit Facility and the completion of the Contribution. Shareholder Litigation Settlement --------------------------------- As previously disclosed, a purported derivative and class action, In re Foamex International Inc. Shareholder Litigation (the "Delaware Action"), was filed on behalf of Foamex International and its stockholders, and originally named as defendants Foamex International, certain of its current and former directors and officers, Trace International Holdings, Inc., the principal stockholder of Foamex International at the time, and a Trace International affiliate. A proposed settlement of the Delaware Action is subject to court approval, which, if obtained, will resolve all outstanding shareholder litigation against Foamex International and its current and former directors and officers. In early January 2002, two shareholders filed objections to the settlement. The settlement hearing was held on February 15, 2002 but was not concluded. On March 20, 2002, the Delaware court concluded the hearing and approved the settlement. Approval of the settlement may be appealed by the objectors. The settlmenet involves no admissions or findings of liability or wrongdoing by Foamex International or any individuals. 3 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Set forth in the following tables are certain unaudited pro forma consolidated financial information for Foamex as of September 30, 2001 and for the nine-month periods ended September 30, 2000 and September 30, 2001, the year ended December 31, 2000 and the twelve months ended September 30, 2001. The unaudited pro forma financial information gives effect to the Transactions, which include: o the amendment of Foamex's senior secured credit facility to provide for term loans, including a new Term E Loan (assumed to be in an amount equal to the amount outstanding under Foamex Carpet's outstanding promissory note as of September 30, 2001), a new Term F Loan of $25.0 million and the New Revolving Credit Facility; o the Contribution; o the offering of the notes; and o the application of the proceeds from the offering of the notes and borrowings under the Amended Credit Facility to repay a portion of Foamex's term loans, to repay all of the outstanding indebtedness under the existing revolving credit facility, to repay Foamex Carpet's outstanding indebtedness and to pay fees and expenses associated with the Transactions. The unaudited pro forma balance sheet as of September 30, 2001 gives effect to the Transactions as if they had occurred on September 30, 2001. The unaudited pro forma statements of operations for the nine months ended September 30, 2000 and September 30, 2001, for the year ended December 31, 2000 and for the twelve months ended September 30, 2001 give effect to the Transactions as if they had occurred at the beginning of 2000. The pro forma financial information does not give effect to any cost savings, expenses or other adjustments related to the Operational Reorganization Plan. Preparation of the pro forma financial information was based on assumptions deemed appropriate by Foamex's management. The pro forma information is unaudited and is not necessarily indicative of the results which actually would have occurred if the Transactions had been consummated at the beginning of the periods presented, nor does it purport to represent the future financial position and results of operations for future periods. The unaudited pro forma financial information should be read in conjunction with the most recent annual, quarterly and current reports filed by Foamex International, Foamex and Foamex Capital Corporation with the Securities and Exchange Commission. 4 FOAMEX L.P. Unaudited Summary Pro Forma Financial Data
Year Ended Nine Months Ended Twelve Months Ended December 31, September 30, September 30, 2000 2000 2001 2001 ------------ -------- -------- ------------------ (Dollars in thousands) Statement of Operations Data: Net sales.................................. $1,257,778 $961,506 $942,334 $1,238,606 Gross profit............................... 172,025 135,438 138,481 175,068 Selling, general and administrative expenses 68,478 53,647 58,906 73,737 Income from operations..................... 97,279 75,727 79,371 100,923 Net income................................. 8,137 7,096 15,600 16,641 Other Financial Data: EBDAIT (1)................................. $ 141,827 $109,562 $105,633 $ 137,898 Depreciation and amortization.............. 36,628 26,757 25,448 35,319 Capital expenditures....................... 23,593 18,957 17,159 21,795 Cash interest expense (2).................. 82,854 62,597 57,553 77,810 EBDAIT margin (1).......................... 11.28% 11.39% 11.21% 11.13% Ratio of EBDAIT to cash interest expense... 1.71x 1.75x 1.84x 1.77x Ratio of total debt to EBDAIT.............. 5.33x Ratio of senior secured debt to EBDAIT (3). 3.48x Ratio of earnings to fixed charges (4)..... 1.17x As of September 30, 2001 ------------------------ Balance Sheet Data: Cash and cash equivalents (5).............. $ 53,512 Total assets............................... 863,691 Total debt................................. 734,722 - --------------------------------- (1) EBDAIT consists of income from operations plus depreciation and amortization, restructuring and other charges (credits) and income (loss) from equity interest in joint ventures. There is no standard for the calculation of EBDAIT and other companies may calculate EBDAIT or similar measures using different methods. EBDAIT does not purport to represent net income or net cash provided by operating activities, as those terms are defined under generally accepted accounting principles, and should not be considered as an alternative to those measurements as an indicator of our performance. EBDAIT margin is calculated by dividing EBDAIT by net sales. EBDAIT does not include any impact of the Operational Reorganization Plan. (2) Cash interest expense consists of interest and debt issuance expense, net of amortization of debt issuance costs, debt premium, deferred swap adjustment and gain and debt discount. (3) Senior secured debt includes total debt less our 9 7/8% senior subordinated notes due 2007 and 13 1/2% senior subordinated notes due 2005. (4) The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For this purpose, "earnings" include income (loss) from continuing operations before income taxes, income from equity interest in joint venture and extraordinary items and fixed charges (adjusted for interest capitalized during the period). "Fixed charges" include interest, whether expensed or capitalized, amortization of debt issuance cost and the portion of rental expense (which we have calculated to be one-third of rental expense) that is representative of the interest factor in these rentals. (5) We may use a poriton of the proceeds from this offering to repurchase or redeem some of our senior subsordinated notes within 180 days of the closing of this offering. If we do not do so, we are required by the Amended Credit Facility to use those proceeds to repay a portion of our term loans (including the Term E Loan and the Term F Loan). See "Use of Proceeds" and "Description of Other Indebtedness-Amended Credit Facility."
5 FOAMEX L.P. UNAUDITED PRO FORMA BALANCE SHEET As of September 30, 2001
Historical Adjustments Pro Forma Historical Foamex for Combined Adjustments Pro Forma Foamex Carpet Combination Entities for Financing for Financing ------------------------------------------------------------------------------------ (Dollars in thousands) Assets Current assets: Cash and cash equivalents............ $ 6,632 $ 2,764 $ 9,396 $44,116 (1) $ 53,512 Accounts receivable, net of allowance for doubtful accounts and discounts....................... 172,935 36,188 209,123 209,123 Inventories.......................... 94,246 4,018 98,264 98,264 Accounts receivable from related parties ........................ 14,108 - $(13,726) A 382 382 Other current assets................. 13,380 1,189 14,569 (250) (2) 14,319 -------- ------- -------- -------- ------- --------- Total current assets........ 301,301 44,159 (13,726) 331,734 43,866 375,600 Property, plant and equipment, net.... 207,244 8,963 216,207 216,207 Cost in excess of net assets acquired, net of accumulated amortization.. 179,555 31,441 210,996 210,996 Debt issuance costs, net of accumulated amortization......... 9,871 2,804 12,675 21,423 (3) 34,098 Other assets.......................... 26,395 2,072 28,467 (1,677) (4) 26,790 -------- ------- -------- -------- ------- --------- Total assets......................... $724,366 $89,439 $(13,726) $800,079 $63,612 $ 863,691 ======== ======= ======== ======== ======= ========= Liabilities and Partners' Deficiency/ Stockholder's Equity Current liabilities: Current portion of long-term debt..... $ 5,436 $ - $ 5,436 $(3,208) (5) $ 2,228 Current portion of long-term debt-related party............... - 17,550 17,550 (17,550) (6) - Accounts payable...................... 136,981 8,518 145,499 145,499 Accounts payable to related parties... - 13,726 $(13,726) A - - Accrued employee compensation and benefits........................... 20,795 1,458 22,253 22,253 Accrued interest...................... 10,573 220 10,793 (2,860) (7) 7,933 Accrued customer rebates.............. 9,878 9,152 19,030 19,030 Other accrued liabilities............. 35,157 3,010 38,167 4,137 (8) 42,304 -------- ------- -------- -------- ------- --------- Total current liabilities.......... 218,820 53,634 (13,726) 258,728 (19,481) 239,247 Long-term debt........................ 623,700 - 623,700 108,794 (9) 732,494 Long-term debt, net - related parties. - 21,060 21,060 (21,060) (6) - Accrued employee benefits............. 33,691 676 34,367 34,367 Other liabilities..................... 13,308 1,648 14,956 14,956 -------- ------- -------- -------- ------- --------- Total liabilities.................. 889,519 77,018 (13,726) 952,811 68,253 1,021,064 -------- ------- -------- -------- ------- --------- Partners' deficiency/stockholder's equity: Common stock......................... - - - - Additional paid-in capital........... - 49,597 (49,597) B - - General partners..................... (113,263) - 12,421 B (100,842) (4,641) (10) (105,483) Limited partners..................... - - - - Accumulated deficit.................. - (37,176) 37,176 B - - Accumulated other comprehensive loss. (40,179) (40,179) (40,179) Notes and advances receivable from partner.............................. (2,490) - (2,490) (2,490) Notes receivable from related party.. (9,221) - (9,221) (9,221) -------- ------- -------- -------- ------- -------- Total partners' deficiency/ stockholder's equity........ (165,153) 12,421 (152,732) (4,641) (157,373) -------- ------- --------- -------- ------- -------- Total liabilities and partners' deficiency/ stockholder's equity . $724,366 $89,439 $(13,726) $800,079 $63,612 $863,691 ======== ======= ======== ======== ======= ========
See accompanying Notes to Unaudited Pro Forma Balance Sheet. 6 FOAMEX L.P. NOTES TO UNAUDITED PRO FORMA BALANCE SHEET (Dollars in thousands)
A Adjustment to eliminate intercompany balances by and between Foamex and Foamex Carpet. B Adjustment to record the contribution of Foamex Carpet to Foamex and the resulting elimination of Foamex Carpet's equity balances. 1. Adjustment to reflect the sources and uses of cash as follows: Net proceeds from the offering of the Notes.......................................................... $280,000 Initial proceeds from Term E Loan ................................................................... 38,610 Initial proceeds from Term F Loan ................................................................... 25,000 Repayment of existing revolving credit facility...................................................... (118,024) Repayment of term loans.............................................................................. (140,000) Repayment of Foamex Carpet Promissory Note........................................................... (38,610) Payment of accrued interest.......................................................................... (2,860) -------- Total adjustment to cash and cash equivalents..................................................... $ 44,116 ======== 2. Adjustment to write-off Foamex's prepaid agency fees associated with the extinguished debt........... $ (225) Adjustment to write-off Foamex Carpet's prepaid agency fees associated with the extinguished debt.... (25) -------- Total adjustment to other current assets.......................................................... $ (250) ======== 3. Debt issuance costs associated with refinancing paid at closing...................................... $ 24,137 Debt issuance costs associated with refinancing paid prior to closing................................ 1,677 Write-off debt issuance costs associated with extinguished debt...................................... (4,391) -------- Total adjustment to debt issuance costs, net of accumulated amortization.......................... $ 21,423 ======== 4. Adjustment to reclassify debt issuance costs paid prior to closing. 5. Adjustment to reflect the current portion of long-term debt after the transaction. 6. Adjustment to reflect repayment of the current portion of long-term debt-related party in connection with the transaction. 7. Adjustment to reflect the payment of accrued interest on debt extinguished in connection with the transaction. 8. Adjustment to accrue additional debt issuance costs not paid at closing. 9. Adjustment to reflect the proceeds of this offering and the amendment of our existing senior secured credit facility and the use of proceeds as follows: Proceeds from the offering of the Notes............................................................... $300,000 Proceeds from Term E Loan ............................................................................ 38,610 Proceeds from Term F Loan ............................................................................ 25,000 Long-term debt repaid in connection with the Transactions............................................. (258,024) Adjustment to reflect the long-term portion of debt after the Transactions............................ 3,208 -------- Total adjustment to long-term debt................................................................ $108,794 ======== 10. Adjustment to reflect the write-off of debt issuance costs in connection with the early extinguishment of long-term debt...................................................................... $ (4,391) Adjustment to write-off prepaid agency fees associated with the extinguished debt..................... (250) -------- Total adjustment to general partner's deficiency.................................................. $ (4,641) ========
7 FOAMEX L.P. UNAUDITED PRO FORMA STATEMENT OF OPERATIONS Nine months ended September 30, 2001
Pro Forma Historical Adjustments Pro Forma Adjustments Historical Foamex for Combined for Pro Forma Foamex Carpet Combination Entities Financing for Financing ---------- ---------- ----------- --------- ----------- ------------- (Dollars in Thousands) Net sales................ $877,890 $176,829 $(112,385) (2) $942,334 $942,334 Cost of goods sold....... 756,749 159,489 (112,385) (2) 803,853 803,853 -------- -------- --------- -------- ------- -------- Gross profit............. 121,141 17,340 138,481 138,481 Selling, general and administrative expenses............ 47,896 10,910 58,806 $ 100 (4) 58,906 Restructuring and other charges............. 191 13 204 204 -------- -------- --------- -------- -------- -------- Income from operations... 73,054 6,417 79,471 (100) 79,371 Interest and debt issuance expense.... 45,730 3,370 49,100 11,640 (5) 60,740 Income from equity interest in joint venture............. 610 - 610 610 Other expense, net....... (1,003) (507) (1,510) (1,510) -------- -------- --------- -------- -------- -------- Income before provision for income taxes.... 26,931 2,540 29,471 (11,740) 17,731 Provision for income taxes............... 2,031 518 (418) (3) 2,131 2,131 -------- -------- --------- -------- -------- -------- Income before extraordinary items. $ 24,900 $ 2,022 $ 418 $ 27,340 $(11,740) $ 15,600 ======== ======== ========= ======== ======== ======== Other Financial Data: EBDAIT(1)................ $ 97,099 $ 8,634 $105,733 $ (100) $105,633 Cash provided by operations.......... 65,650 9,394 75,044 (12,260) 62,784 Depreciation and amortization........ 23,244 2,204 25,448 25,448
See accompanying Notes to Unaudited Pro Forma Statements of Operations. 8 FOAMEX L.P. UNAUDITED PRO FORMA STATEMENT OF OPERATIONS Nine months ended September 30, 2000
Pro Forma Historical Adjustments Pro Forma Adjustments Pro Forma Historical Foamex for Combined for for Foamex Carpet Combination Entities Financing Financing ---------- ---------- ----------- --------- ----------- --------- (Dollars in thousands) Net sales...................... $889,579 $203,324 $(131,397)(2) $961,506 $961,506 Cost of goods sold............. 773,997 183,468 (131,397)(2) 826,068 826,068 -------- -------- --------- -------- ------- -------- Gross profit................... 115,582 19,856 135,438 135,438 Selling, general and administrative expenses... 42,329 11,241 53,570 $ 77 (4) 53,647 Restructuring and other charges 5,621 443 6,064 6,064 -------- -------- --------- -------- ------- -------- Income from operations......... 67,632 8,172 75,804 (77) 75,727 Interest and debt issuance expense................... 52,105 4,550 56,655 9,222 (5) 65,877 Income from equity interest in joint venture............. 1,014 1,014 1,014 Other expense, net............. (926) (184) (1,110) (1,110) -------- -------- --------- -------- ------- -------- Income before provision for income taxes.............. 15,615 3,438 19,053 (9,299) 9,754 Provision for income taxes..... 2,558 333 (233)(3) 2,658 2,658 -------- -------- --------- -------- ------- -------- Income before extraordinary items..................... $ 13,057 $ 3,105 $ 233 $ 16,395 $(9,299) $ 7,096 ======== ======== ========= ======== ======= ======== Other Financial Data: EBDAIT(1)...................... $ 98,919 $ 10,720 $109,639 $ (77) $109,562 Cash provided by operations.... 65,572 3,932 69,504 (6,869) 62,635 Depreciation and amortization.. 24,652 2,105 26,757 26,757
See accompanying Notes to Unaudited Pro Forma Statements of Operations. 9 FOAMEX L.P. UNAUDITED PRO FORMA STATEMENT OF OPERATIONS Year ended December 31, 2000
Historical Adjustments Pro Forma Pro Forma Historical Foamex for Combined Adjustments Pro Forma Foamex Carpet Combination Entities for Financing for Financing ---------- ---------- ----------- --------- ------------- ------------- (Dollars in thousands) Net sales...................... $1,161,017 $270,898 $(174,137)(2) $1,257,778 $1,257,778 Cost of goods sold............. 1,016,643 243,247 (174,137)(2) 1,085,753 1,085,753 ---------- -------- --------- ---------- -------- ---------- Gross profit................... 144,374 27,651 172,025 172,025 Selling, general and administrative expenses... 54,240 14,134 68,374 $ 104 (4) 68,478 Restructuring and other charges 6,019 249 6,268 - 6,268 ---------- -------- --------- ---------- -------- ---------- Income from operations......... 84,115 13,268 97,383 (104) 97,279 Interest and debt issuance expense................... 69,259 5,970 75,229 12,005 (5) 87,234 Income from equity interest in joint venture............. 1,652 - 1,652 1,652 Other expense, net (1,330) (220) (1,550) (1,550) ---------- -------- --------- ---------- -------- ---------- Income before provision for income taxes.............. 15,178 7,078 22,256 (12,109) 10,147 Provision for income taxes..... 1,910 743 (643)(3) 2,010 2,010 ---------- -------- --------- ---------- -------- ---------- Income before extraordinary items..................... $ 13,268 $ 6,335 $ 643 $ 20,246 $(12,109) $ 8,137 ========== ======== ========= ========== ======== ========== Other Financial Data: EBDAIT(1)...................... $ 125,587 $ 16,344 $ - $ 141,931 $ (104) $ 141,827 Cash provided by operations.... 46,697 6,167 52,864 (8,997) 43,867 Depreciation and amortization.. 33,801 2,827 36,628 36,628
See accompanying Notes to Unaudited Pro Forma Statements of Operations. 10 FOAMEX L.P. UNAUDITED PRO FORMA STATEMENT OF OPERATIONS Twelve months ended September 30, 2001
Historical Adjustments Pro Forma Pro Forma Historical Foamex for Combined Adjustments Pro Forma for Foamex Carpet Combination Entities for Financing Financing ---------- ---------- ----------- --------- ------------- ------------- (Dollars in thousands) Net sales...................... $1,149,328 $244,403 $(155,125)(2) $1,238,606 $1,238,606 Cost of goods sold............. 999,395 219,268 (155,125)(2) 1,063,538 1,063,538 ---------- -------- --------- ---------- -------- ---------- Gross profit................... 149,933 25,135 175,068 175,068 Selling, general and administrative expenses 59,807 13,803 73,610 $ 127 (4) 73,737 Restructuring and other charges 589 (181) 408 408 ---------- -------- --------- ---------- -------- ---------- Income from operations....... 89,537 11,513 101,050 (127) 100,923 Interest and debt issuance expense................... 62,884 4,790 67,674 14,423 (5) 82,097 Income from equity interest in joint venture............. 1,248 - 1,248 - 1,248 Other expense, net............. (1,407) (543) (1,950) - (1,950) ---------- -------- --------- ---------- -------- ---------- Income before provision for income taxes............. 26,494 6,180 32,674 (14,550) 18,124 Provision for income taxes..... 1,383 928 (828)(3) 1,483 1,483 ---------- -------- --------- ---------- -------- ---------- Income before extraordinary items..................... $ 25,111 $ 5,252 $ 828 $ 31,191 $(14,550) $ 16,641 ========== ======== ========= ========== ======== ========== Other Financial Data: EBDAIT(1)...................... $ 123,767 $ 14,258 $ 138,025 $ (127) $ 137,898 Cash provided by operations 46,775 11,629 58,404 (14,388) 44,016 Depreciation and amortization 32,393 2,926 35,319 35,319
See accompanying Notes to Unaudited Pro Forma Statements of Operations. 11 FOAMEX L.P. NOTES TO UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS (Dollars in thousands) (1) EBDAIT consists of income from operations plus depreciation and amortization, restructuring and other charges (credits) and income (loss) from equity interest in joint venture. There is no standard for the calculation of EBDAIT and other companies may calculate EBDAIT or similar measures using different methods. EBDAIT is the primary basis used by our management to measure the operating performance of our businesses. EBDAIT does not purport to represent net income or net cash provided by operating activities, as those terms are defined under generally accepted accounting principles, and should not be considered as an alternative to those measurements as an indicator of our performance. (2) Elimination of intercompany sales by and between Foamex and Foamex Carpet. (3) Adjustment to Foamex Carpet's income tax expense reflecting Foamex's partnership tax status. (4) Write-off of unused bank fees under the existing Foamex and Foamex Carpet credit facilities.
Year Nine Months Ended Ended Twelve Months Ended ------------------------------ ------------ ------------------- September 30, September 30, December 31, September 30, 2001 2000 2000 2001 ------------- ------------- ------------ ------------------- (5) Additional cash interest expense on the notes.......... $24,188 $24,188 $32,250 $32,250 Additional cash interest expense on Term E Loan........ 1,384 1,641 2,197 1,940 Additional cash interest expense on Term F Loan........ 1,319 1,564 2,094 1,849 Elimination of cash interest expense on Revolving Loans (7,547) (8,578) (11,588) (10,557) Elimination of cash interest expense on Term B Loan.... (2,296) (2,747) (3,679) (3,228) Elimination of cash interest expense on Term C Loan.... (2,151) (2,559) (3,427) (3,019) Elimination of cash interest expense on Term D Loan.... (3,158) (3,753) (5,025) (4,430) Elimination of cash interest expense on Foamex Carpet Promissory Note..................................... (2,339) (2,887) (3,825) (3,277) ------- ------- ------- ------- Subtotal pro forma cash interest expense adjustment........................................ 9,400 6,869 8,997 11,528 ------- ------- ------- ------- Amortization of deferred financing costs--the notes... 1,618 1,618 2,167 2,167 Amortization of deferred financing costs--Amended Credit Facility..................................... 1,409 1,457 1,793 1,745 Elimination of amortization of deferred financing costs--Foamex Carpet Promissory Note................ (787) (722) (952) (1,017) ------- ------- ------- ------- Subtotal pro forma non cash interest expense adjustment................................ 2,240 2,353 3,008 2,895 ------- ------- ------- ------- Total pro forma interest and debt issuance expense adjustment.......................................... $11,640 $ 9,222 $12,005 $14,423 ======= ======= ======= =======
Cash interest expense consists of interest and debt issuance expense net of amortization of debt issuance cost, debt premium, deferred swap adjustment and gain and debt discount. 12 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 hereunto duly authorized. Dated: March 22, 2002 FOAMEX INTERNATIONAL INC. By: /s/ Michael D. Carlini ----------------------------- Name: Michael D. Carlini Title: Senior Vice President - Finance, Chief Accounting Officer FOAMEX L.P. By: FMXI, INC., its Managing General Partner By: /s/ Michael D. Carlini ----------------------------- Name: Michael D. Carlini Title: Senior Vice President FOAMEX CAPITAL CORPORATION By: /s/ Michael D. Carlini ----------------------------- Name: Michael D. Carlini Title: Senior Vice President 13 INDEX TO EXHIBITS 99.1 Press Release of Foamex L.P. and Foamex Capital Corporation dated March 6, 2002 14 EX-99 3 pricingrel.txt [GRAPHIC OMITTED] Press Release - ------------------------------------------------------------------------------- Contact: Denise DesChenes Citigate Sard Verbinnen (212) 687-8080 FOAMEX ANNOUNCES PRICING OF $300 MILLION OF SENIOR SECURED NOTES - ------------------------------------------------------------------------------- LINWOOD, PENNSYLVANIA, March 20, 2002 - Marshall S. Cogan, Chairman and Founder of Foamex International Inc. (NASDAQ: FMXI), today announced that Foamex's wholly-owned subsidiaries, Foamex L.P. and Foamex Capital Corporation, priced a private offering of $300 million aggregate principal amount of 10.75% Senior Secured Notes Due 2009 to be issued pursuant to Rule 144A. The issue was increased to $300 million from an originally planned $200 million. The Notes are non-callable for four years. The offering of the senior secured notes is expected to close by March 25, 2002. The securities to be offered will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful. The matters described in this press release contain forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Foamex has based these forward-looking statements on its current expectations and projections about future results, and the actual results may differ materially from those anticipated in such statements. Forward-looking statements are affected by risks, uncertainties and assumptions that Foamex makes, including, among other things, its ability to implement customer selling price increases in response to higher raw material costs, raw material price increases, general economic conditions, conditions in the capital markets, the interest rate environment, the level of automotive production, carpet production, furniture and bedding production and housing starts, the completion of various restructuring/consolidation plans, the achievement of management's business plans, its capital and debt structure (including various financial covenants), litigation and changes in environmental legislation and environmental conditions. Readers should be aware that any forward-looking statement made in this press release, or elsewhere, speaks only as of the date on which it is made. Foamex assumes no obligation to update such information. Foamex, headquartered in Linwood, Pennsylvania, is the world's leading producer of comfort cushioning for bedding, furniture, carpet cushion and automotive markets. The company also manufactures high-performance polymers for diverse applications in the industrial, aerospace, defense, electronics and computer industries as well as filtration and acoustical applications for the home. ### -----END PRIVACY-ENHANCED MESSAGE-----