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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended November 30, 2000
Commission file number 333-49957-01
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EAGLE-PICHER HOLDINGS, INC.
A Delaware Corporation
I.R.S. Employer Identification
NO. 13-3989553
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250 EAST FIFTH STREET, SUITE 500, P.O. BOX 779, CINCINNATI, OHIO 45201
Registrant's telephone number, including area code:
513-721-7010
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
EAGLE-PICHER HOLDINGS, INC. IS FILING THIS REPORT VOLUNTARILY IN ORDER TO COMPLY
WITH THE REQUIREMENTS OF THE TERMS OF ITS 9 3/8% SENIOR SUBORDINATED NOTES AND
11 3/4% SERIES B CUMULATIVE EXCHANGEABLE PREFERRED STOCK AND IS NOT REQUIRED TO
FILE THIS REPORT PURSUANT TO EITHER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes [ ] No [X] (See explanatory note immediately above.)
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
No voting stock is held by non-affiliates of the registrant.
Indicate by check mark whether Eagle-Picher Industries, Inc., an additional
registrant on this filing, has filed all documents and reports required to be
filed by Section 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 [ ]
625,001 shares of Class A voting common capital stock, $.01 par value each, were
outstanding at February 23, 2001.
374,999 shares of Class B non-voting common capital stock, $.01 par value each,
were outstanding at February 23, 2001.
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TABLE OF ADDITIONAL REGISTRANTS
JURISDICTION OF IRS EMPLOYER
INCORPORATION OR COMMISSION IDENTIFICATION
NAME ORGANIZATION FILE NUMBER NUMBER
---- ---------------- ------------ ------------------
Eagle-Picher Industries, Inc. Ohio 333-49957 31-0268670
Daisy Parts, Inc. Michigan 333-49957-02 38-1406772
Eagle-Picher Development Co., Inc. Delaware 333-49957-03 31-1215706
Eagle-Picher Far East, Inc. Delaware 333-49957-04 31-1235685
Eagle-Picher Minerals, Inc. Nevada 333-49957-06 31-1188662
Eagle-Picher Technologies, LLC Delaware 333-49957-09 31-1587660
Hillsdale Tool & Manufacturing Co. Michigan 333-49957-07 38-0946293
EPMR Corporation (f/k/a Michigan Michigan 333-49957-08 38-2185909
Automotive Research Corp.)
TABLE OF CONTENTS
ITEM PAGE
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PART I
1. Business.................................................... 3
2. Properties.................................................. 10
3. Legal Proceedings........................................... 11
4. Submission of Matters to a Vote of Security Holders......... 15
PART II
5. Market for the Registrant's Common Equity and Related 16
Stockholder Matters.........................................
6. Selected Financial Data..................................... 16
7. Management's Discussion and Analysis of Financial Condition 17
and Results of Operations...................................
7a. Quantitative and Qualitative Disclosures About Market 28
Risk........................................................
8. Financial Statements and Supplementary Data................. 30
9. Changes In and Disagreements with Accountants on Accounting 68
and Financial Disclosure....................................
PART III
10. Directors and Executive Officers of the Registrant.......... 68
11. Executive Compensation...................................... 69
12. Security Ownership of Certain Beneficial Owners and 74
Management..................................................
13. Certain Relationships and Related Transactions.............. 75
PART IV
14. Exhibits, Financial Statement Schedules, and Reports on Form 76
8-K.........................................................
Signatures.................................................. 80
Exhibit Index............................................... 88
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PART I
ITEM 1. BUSINESS.
General Development of Business
Eagle-Picher Holdings, Inc. ("EP Holdings") was incorporated under the laws
of the State of Delaware in 1997 by Granaria Industries B.V. to serve as the
vehicle to acquire Eagle-Picher Industries, Inc., an Ohio corporation ("EPI").
EP Holdings does not conduct any business of its own, rather EP Holdings acts as
the holding company of EPI.
EPI is a diversified manufacturer of hundreds of products for the
automotive, defense, aerospace and construction markets, as well as other
industrial markets. Founded in 1843, EPI began as a manufacturer of paint
pigments, marketed under the brand name Eagle White Lead. In 1876, the Picher
family of Joplin, Missouri formed the Picher Lead Mining Company. The two firms
merged in 1916 forming the Eagle-Picher Lead Company, which was renamed
Eagle-Picher Industries, Inc. in 1966 to reflect its ongoing expansion into a
wide and diversified group of industries.
As a result of sales prior to 1971 of asbestos-containing insulation
materials, EPI became the target of numerous lawsuits seeking damages for
illness resulting from exposure to asbestos. By the end of 1990, EPI had paid
hundreds of millions of dollars to asbestos litigation plaintiffs and their
lawyers. In January of 1991, EPI filed for protection under chapter 11 of the
U.S. Bankruptcy Code as a direct consequence of cash shortfalls attributable to
pending asbestos litigation liabilities.
On November 18, 1996, the U.S. Bankruptcy Court, together with the U.S.
District Court for the Southern District of Ohio, issued an order confirming the
Third Amended Plan of Reorganization (the "Plan") of EPI and seven of its
domestic subsidiaries. The Plan became effective November 29, 1996. The Order
confirming the Plan contains a permanent injunction which precludes holders of
present and future asbestos-related or lead-related personal injury claims from
pursuing their claims against the reorganized EPI. Consequently, EPI has no
further liability in connection with such asbestos-related or lead-related
personal injury claims. Instead, those claims will be channeled to the
Eagle-Picher Industries, Inc. Personal Injury Settlement Trust (the "PI Trust"),
which is an independently administered qualified settlement trust established to
resolve and satisfy those claims. Under the terms of the Plan, all of the
outstanding common stock of EPI was cancelled and newly issued common stock of
the reorganized EPI was contributed to the PI Trust, together with certain notes
and cash. On February 24, 1998, EP Holdings acquired EPI from the PI Trust for
$702.5 million.
EPI conducts its business through both unincorporated divisions and
separately incorporated subsidiaries. EPI is the only subsidiary of EP Holdings.
Therefore, EP Holdings' results of operations and cash flow approximate those of
EPI. Unless the context indicates otherwise, the term the "Company" as used
herein refers to EP Holdings and its subsidiaries. References to divisions of
the Company include both unincorporated divisions and separately incorporated
subsidiaries.
During fiscal year 2000, as part of its previously announced program to
focus management, technical and financial resources on core businesses, the
Company completed the sale of its Ross Aluminum Foundries, Fluid Systems, MARCO,
Rubber Molding, and Cincinnati Industrial Machinery divisions for aggregate net
proceeds of $85.0 million and an aggregate gain on the sale of these divisions
of $17.1 million. During fiscal year 1999, the last full year that each of these
divisions was owned and operated by the Company, these divisions collectively
contributed approximately $130.0 million in sales, ($27.1) million pretax loss
and earnings before interest, taxes, depreciation and amortization ("EBITDA") of
$9.2 million (See Item 7 below for the Company's definition of EBITDA). This
successful divestiture program, internally referred to by the Company as
"Project Socrates," was completed timely and at aggregate net proceeds in excess
of those projected by the Company.
The Company also completed certain strategic acquisitions during fiscal
years 1999 and 2000, including the Hillsdale Division's acquisition of the stock
of Charterhouse Automotive Group, Inc., a holding company whose only operating
subsidiary was Carpenter Enterprises Limited ("Carpenter"). Carpenter is a
supplier of precision machined components to the automotive industry with
operations, products and a customer base complimentary to those of the Hillsdale
Division. Hillsdale completed the acquisition as of March 1, 1999 for a purchase
price of
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approximately $73.0 million. Immediately following the transaction Charterhouse
Automotive Group, Inc. was merged into Carpenter.
The Company's Technologies Division acquired the assets of the isotopically
depleted zinc business of Isonics Corporation for $8.2 million effective
December 1, 1999. The Technologies Division paid $6.7 million of the purchase
price at the closing, and the remaining $1.5 million is payable in three annual
$.5 million installments, subject to certain contingencies. Isotopically
depleted zinc is used as a corrosion inhibiting additive to water in nuclear
reactors. This product compliments the enriched boron products sold by the
Technologies Division to enhance the safety and efficiency of nuclear power
plants.
On June 30, 2000 the Company's Technologies Division acquired the stock of
BlueStar Battery Systems Corporation for $4.9 million in cash. Immediately
following the transaction the name of the corporation was changed to
Eagle-Picher Energy Products Corp. ("EPEP"). EPEP manufactures batteries using
lithium based technology, which is of strategic importance to the battery
manufacturing operations at the Technologies Division. Substantially all of
EPEP's products are sold to the United States Army, a branch of the military
previously not counted among the significant customers of the Technologies
Division.
On December 14, 2000, the Company's Board of Directors authorized the
exploration of strategic alternatives for the Company's Machinery Segment,
including the possible sale of all or a portion of the segment's assets and
business. Consistent with this authorization, the Company has engaged Seale &
Associates, LLC to assist the Company in marketing the segment and obtaining
offers to purchase all or a portion of the Machinery Segment's assets and
business. This process is in the early stages and the Company cannot yet project
whether, when or at what price all or a portion of the Machinery Segment's
assets and business may be sold. At the same time the Company is reorganizing
the Machinery Segment's manufacturing operations to enable profitable operation
of the segment at the lower volumes of business expected in the near term.
The Company will continue to explore and consider acquisition
opportunities, but only to the extent such opportunities advance the strategic
plans and interests of the Company's existing businesses. In this vein, the
Company is currently considering acquisition opportunities involving precision
machining operations in Europe. The Company believes that the expansion of its
precision machining capabilities in Europe will enable its Hillsdale Division to
offer its full range of products in Europe and provide Hillsdale a competitive
advantage in supplying components and systems for automotive platforms that are
uniform in North America and Europe.
Financial Information About Industry Segments
Commencing with the end of the Company's November 30, 2000 fiscal year, the
Company has changed the composition of its reportable business segments to
include the following four segments:
1. Automotive;
2. Technologies;
3. Machinery;
4. Minerals;
The Company has restated items of segment information for earlier periods in
order to facilitate comparison. Industry segment data is included in Item 8
below, in addition to the Company's Consolidated Financial Statements for the
years ended November 30, 2000 and 1999, the nine months ended November 30, 1998
and the three months ended February 28, 1998. (See Note O to the Consolidated
Financial Statements contained in Item 8.)
Narrative Description of Business
THE AUTOMOTIVE SEGMENT
The Automotive Segment consists of the Company's Hillsdale and Wolverine
Divisions. Together these two divisions produce systems, components and raw
materials for passenger cars, trucks, vans and sport utility vehicles. These
products are sold to major automotive manufacturers and their suppliers in North
America, Europe and Asia. The Automotive Segment's products can be broken down
into two categories: Precision
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Machined Components and Rubber Coated Metal Products. The following table sets
forth the percentage of the Company's Consolidated Net Sales contributed by each
product category:
2000 1999 1998
---- ---- ----
Precision Machined Components.............................. 44.6% 38.4% 28.2%
Rubber Coated Metal Products............................... 9.9% 9.1% 9.2%
Divested Automotive Products............................... 4.4% 13.1% 16.2%
---- ---- ----
Total................................................. 58.9% 60.6% 53.6%
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Precision Machined Components. The largest of the Company's divisions, the
Hillsdale Division is a provider of noise, vibration and harshness solutions to
the worldwide automotive market. The Hillsdale Division also supplies complex
machined components and systems for engine, transmission, axle/driveline and
chassis/ suspension applications. The Hillsdale Division's expertise runs from
product design and development, through prototypes and testing, launch and
production. Widely recognized as North America's leading torsional damper
manufacturer with custom rubber compounding and manufacturing capabilities, the
Hillsdale Division's product line also includes transmission oil pumps,
vibration dampening devices and a variety of other products that are precision
machined from castings and forgings. The Hillsdale Division is skilled at
working with a wide range of metals, including magnesium, aluminum, steel, gray
iron and nodular iron. Its products are manufactured in facilities located in
the United States, Mexico and the United Kingdom. The Hillsdale Division,
through its Tech Center located in Hillsdale, Michigan, offers technical,
cost-effective solutions for today's demanding customers and applications. The
market for precision machined components has many competitors, including a few
strong and well-positioned competitors and the original equipment manufacturers
("OEMs") themselves. The Hillsdale Division competes in this market primarily on
the basis of quality, price, delivery and service.
Rubber Coated Metal Products. The Company's Wolverine Division pioneered
and perfected the technology to produce rubber coated paper and metal using the
line coating process. In this process, bulk rolls of metal or paper run through
a "coating line," which prepares the material for coating, applies specially
formulated and proprietary rubber and other compounds to the material in precise
thicknesses, and dries and cures the coated material to bond the compound to the
metal or paper and achieve the sealing, heat resistance, durability and precise
thickness characteristics required for the intended application. These coated
materials are impervious to fluid penetration and can withstand high compression
loads, making these materials ideal for applications where high temperature and
pressure create a requirement for close tolerances, exceptional sealing
characteristics and durability. Typical applications include sealing systems
(i.e. gaskets) for engines, transmissions and compressors. These materials are
also used as a noise suppressant for brakes, a product in which the Wolverine
Division dominates the worldwide market. The rubber coated materials are
manufactured in the United States. Certain sealing and insulating products, such
as compressor gaskets for air conditioning units and brake noise insulators, are
stamped out of the rubber coated materials both in the United States and in
Germany. The primary competition of the Wolverine Division's products is a
process known as curtain coating, which refers to a process of coating metal
products with rubber after stamping or cutting the metal into the required
shape. The Company does not believe that the curtain coating process can offer
the close tolerances or exceptional sealing characteristics and durability of
the Wolverine Division's line coating process.
The Automotive Segment distributes its products primarily through internal
sales personnel located in offices in North America, Japan and Europe.
Generally, competitive conditions for the Automotive Segment are characterized
by intense pricing pressures from major customers and by an emphasis on quality,
delivery and services.
The Automotive Segment's largest customer in fiscal year 2000 was Honda,
accounting for $98.2 million of the Company's consolidated net sales.
Consolidated net sales to Ford Motor Company were $71.0 million in fiscal year
2000, however, this figure does not include sales to Visteon Corporation, which
was spun off by Ford Motor Company during the year. Consolidated net sales to
Visteon Corporation were $47.0 million in fiscal year 2000. Prior to fiscal year
2000, Ford Motor Company (including Visteon) was the Company's largest customer,
with consolidated sales amounting to $137.8 million in fiscal year 1999 and
$160.9 million in fiscal year 1998. No other customer of the Company accounted
for 10% or more of consolidated net sales.
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THE TECHNOLOGIES SEGMENT
The Technologies Segment is a diverse group of businesses with a broad
spectrum of technology and capabilities. Its products can be segregated into the
following two product categories: Special Purpose Batteries and Specialty
Materials. The following table sets forth the percentage of the Company's
Consolidated Net Sales contributed by each product category:
2000 1999 1998
---- ---- ----
Special Purpose Batteries.................................. 12.1% 12.4% 15.0%
Specialty Materials........................................ 5.6% 5.0% 4.8%
Other Technologies Products................................ 5.0% 4.2% 4.7%
---- ---- ----
TOTAL............................................ 22.7% 21.6% 24.5%
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Special Purpose Batteries. The Technologies Segment is a major supplier of
batteries and power systems components for the aerospace, defense and
telecommunications industries. The Company has been providing the aerospace and
defense industries with high quality, reliable batteries for more than 50 years.
The Company's batteries have been on every United States' manned space flight,
and the Company's silver zinc batteries provided the power for the safe return
to earth of the famed Apollo 13 flight crew. Its nickel hydrogen batteries power
more than 85% of the United States' most advanced communications and
surveillance satellites as well as items such as the Hubbell Telescope and the
International Space Station. Still other batteries manufactured by the
Technologies Segment serve as launch batteries in booster rockets and support a
variety of military applications, including missile guidance, seat ejection and
weapons systems. The Technologies Segment also manufactures a line of batteries
sold commercially for use in items such as ride on toys, toll tags, industrial
fire and burglary alarm panels, telecommunications backup, remote global
positioning units, animal tracking and incarceration bracelets. Major customers
of the group include satellite builders and the United States government. The
Technologies Segment has only a few competitors for some of its highly
technological products and it competes for those products primarily on the basis
of quality and performance. The Technologies Segment has many large and small
competitors for its other products. For much of its business with the United
States government, the Technologies Segment bids competitively against other
producers of special purpose batteries.
Specialty Materials. The Company's Technologies Segment also manufactures
and tests high purity specialty material compounds for a wide range of services
and products. For example, the Company is a major source for high purity
isotopically enriched boron compounds and isotopically purified zinc, both of
which are used in nuclear power plants. The Company's Technologies Segment also
refines rare metals, such as high purity germanium, germanium compounds, gallium
and gallium compounds. These products serve several markets, including fiber
optic cable, plastics, semiconductors, infrared thermal imaging and substrates
for satellite solar cell arrays. The major customers for these products include
fiber optic cable manufacturers, satellite builders and other aerospace
companies.
Other Technologies Products. The Technologies Segment also manufactures
bulk pharmaceutical products and industrial chemicals, and produces a wide range
of super clean containers, which meet strict EPA protocols, for environmental
sampling.
While the Technologies Segment is a successful and highly profitable
division of the Company, the Company has determined that increased emphasis on
the development of new products and the commercialization of existing products
is of vital importance to the future success of the Technologies Segment. The
Company engaged The Center for Commercialization of Technology ("CTC") to
perform a consulting study in connection with this effort. Together with CTC,
management of the Technologies Segment identified a number of opportunities
which will be evaluated and may become the subject of further research and
development in the coming year. The Technologies Segment is also considering an
internal reorganization in order to better align the segment with the commercial
markets in which its products are or can be sold. Basic research and product
development activities continue to carry a high priority at the Technologies
Segment. While many of the benefits from these efforts will not be realized
until future years, the Company believes these activities demonstrate its
commitment both to expand the Technologies Segment's existing business and to
create new products to serve the Technologies Segment's existing markets.
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The Technologies Segment distributes its products primarily through
internal sales personnel. The Technologies Segment also has a sales office in
Europe to serve that market.
The Machinery Segment
Since 1964 the Company's Machinery Segment has been the sole supplier of
elevating wheel tractor scrapers to Caterpillar Inc. The elevating wheel tractor
scraper is a large earth-moving machine used for the removal of overburden for
open pit mining, and for site preparation for highways and other commercial,
municipal and industrial projects. The Machinery Segment also manufactures its
own brand and line of rough terrain lift trucks and various component parts used
in agricultural and construction machinery. The Machinery Segment's
manufacturing facilities are located in the United States and Mexico. The
elevating wheel tractor scrapers are marketed and sold by Caterpillar Inc. and
its existing network of distributors, and Caterpillar Inc. is the sole customer
of the segment for elevating wheel tractor scrapers. The component parts for
agricultural and construction machinery manufactured by the Machinery Segment
are sold primarily through internal sales and engineering personnel to the
manufacturers of the machinery. The Machinery Segment's branded line of
forklifts are also sold through internal sales personnel. The market for rough
terrain lift trucks is highly fragmented and the Company believes it has an
approximate 20% market share. The Machinery Segment competes on the basis of
price, quality, reliability and product features. The following table sets forth
the percentage of the Company's Consolidated Net Sales contributed by each
product category:
2000 1999 1998
---- ---- ----
Construction Equipment............................. 6.9% 7.2% 7.3%
Material Handling Equipment........................ 3.0% 2.7% 5.5%
Divested Machinery Products........................ .7% 1.2% 1.4%
---- ---- ----
Total.................................... 10.6% 11.1% 14.2%
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Currently the Company is exploring strategic alternatives for the Machinery
Segment, including the possible sale of all or a portion of the segment's assets
and business.
The Minerals Segment
The Company's Minerals Segment is recognized as a world leader in the
mining, process technology and marketing of diatomaceous earth and perlite
filter aids. This segment comprised 7.8% of the Company's Consolidated Net Sales
in 2000, 6.7% in 1999 and 7.7% in 1998.
Diatomaceous earth, or diatomite, is a non-metallic material that is
odorless, tasteless and highly stable. With its natural honeycomb structure,
strength and low bulk density, diatomite is an ideal medium for filtration
applications. Perlite is a mineral of volcanic origin, also with natural
qualities that make it valuable as a filter aid. These products are used in a
variety of industrial and commercial applications, including liquid solid
separation in food and beverage, chemical, pharmaceutical and wastewater
industries and as catalyst carriers and for liquid waste solidification. The
Minerals Segment is second to Allegheny Corporation in the sale of filter aid
products made using diatomaceous earth, perlite and cellulose. The Minerals
Segment sells its filter aid products under the trademark CELATOM(R) both
directly and through distributors to many large and small customers.
The Company's Minerals Segment also produces industrial absorbents,
functional fillers and soil amendments and conditioners. The Minerals Segment is
the world's number one producer of granular diatomite absorbent products known
as FLOOR DRY(R), as well as ACCESS(R) and PLAY BALL!(R) soil amendments and
conditioners. In the North American market for industrial absorbents, the
Company's Minerals Segment has a variety of competitors due to a number of other
materials, such as clay, which are also used for this purpose.
The Minerals Segment serves over 35 markets and more than 2,000 customers
around the globe with its various products. Shipments to these customers
worldwide place Minerals among the top ten container shippers from ports along
the West Coast of the United States.
The Minerals Segment competes based on price, service and quality as well
as technical support provided to filter aid customers. The Minerals Segment
operates three mining and processing facilities in the United States.
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The Minerals Segment sales offices located in the United States and Europe
market diatomite, perlite and cellulose directly and through distributors in
North America, Europe, Asia, Africa and the Middle East.
Divested Divisions
In June of 1997, the assets of the former Suspension Systems Division were
contributed to a joint venture ("EP Boge") with Fichtel and Sachs Industries,
Inc. ("F&S"). F&S then exercised its option to purchase the Company's interest
in EP Boge in November 1998. The Company sold its Trim Division as of October
31, 1998. The Company did not sell any divisions in its 1999 fiscal year. During
the fiscal year ended November 30, 2000, the Company sold its Ross Aluminum
Foundries, Fluid Systems, MARCO, Rubber Molding and Cincinnati Industrial
Machinery Divisions. All of the divisions sold in the Company's 1998 and 2000
fiscal years are referred to collectively as the "Divested Divisions."
OTHER INFORMATION
Raw Materials. The prices of raw materials are subject to volatility. The
Company's principal raw materials are rubber, steel, zinc, nickel, germanium,
boron and aluminum. With the exception of germanium, these raw materials are
commodities that are widely available. The Company believes that the germanium
supply available to the Company will be sufficient to satisfy the Company's
requirements for 2001. Although the Company has alternate sources for most of
its raw materials, the Company's policy is to establish arrangements with select
vendors, based upon price, quality and delivery terms. By limiting the number of
its suppliers, the Company believes that it obtains materials of consistently
high quality at favorable prices. In 1999, the Company initiated a program to
leverage its corporate purchasing power. This program covers direct materials
and operations and business support items.
Due to their manufacturing processes, the Minerals Segment and the
Wolverine Division are heavy consumers of natural gas. Natural gas prices
increased sharply in the latter part of 2000, which has impacted the operating
results of these operations. The Company has been exploring alternatives and has
implemented measures to mitigate the effects of higher fuel costs in the future.
Intellectual Property. The Company holds approximately 50 patents,
primarily in the United States. Many of the Company's products incorporate a
wide variety of technological innovations, some of which are protected by
individual patents. Many of these innovations are treated as trade secrets with
programs in place to protect these trade secrets. No one patent or group of
related patents is material to the Company's business. The Company also has
numerous trademarks, including the Eagle-Picher name, and considers the
Eagle-Picher name to be material to its business.
Backlog. At November 30, 2000 and 1999, the Company's order backlog was
approximately $149.2 million and $184.6 million, respectively. The decline in
backlog is attributable primarily to weaker demand for construction equipment
produced by the Machinery Segment. The Company expects the order backlog
outstanding at November 30, 2000 to be filled within the 2001 fiscal year. As is
customary in the automotive industry, the Company enters into blanket purchase
orders with its customers with respect to specific product orders. From time to
time, the customer, depending on its needs, will provide the company with
releases on a blanket purchase order for a specified amount of products. As a
result, the backlog for the Automotive Segment is not significant.
Government Contracts. The Company's Technologies Segment has contracts with
the U.S. Government that have standard termination provisions. The U.S.
Government retains the right to terminate the contracts at its convenience.
However, if contracts are terminated, the Company is entitled to be reimbursed
for allowable costs and profits to the date of the termination relating to
authorized work performed to such date. U.S. Government contracts are also
subject to reduction or modification in the event of changes in Government
requirements or budgetary constraints.
Research and Development. The Company spent approximately $11.7 million on
research and development activities, primarily for the development of new
products or the improvement of existing products in 2000. Comparable costs were
$13.3 million in 1999 and $14.1 million in 1998.
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Environmental Regulatory Compliance. The Company had total expenditures for
environmental compliance and remediation of $11.3 million in the year ended
November 30, 2000, including $0.4 million of capital expenditures. The Company
estimates that it will expend $14.3 million, including $0.4 million in capital
expenditures, in 2001. Certain amounts resulting from existing conditions
relating to past operations have been provided for. As of November 30, 2000, the
Company had $12.6 million of liabilities recorded in connection with these
environmental matters, and believes such reserves to be adequate under the
circumstances. See Item 3 below for information with respect to various other
environmental proceedings.
Employees. As of November 30, 2000, the Company employed approximately
5,400 persons in its operations, of whom approximately 1,450 were salaried
employees and 3,950 were hourly employees. Approximately 39% of the Company's
hourly employees are represented by one of five labor organizations. The Company
believes that its relations with its employees are generally good.
Financial Information about Foreign and Domestic Operations and Export
Sales. Financial information about Foreign and Domestic Operations and Export
Sales is included in Item 8 below, the Company's Consolidate Financial
Statements for the years ended November 30, 2000 and 1999, the nine months ended
November 30, 1998 and the three months ended February 28, 1998. (See Note O to
the Company's financial statements contained in Item 8 below.)
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ITEM 2. PROPERTIES.
The principal fixed assets of the Company consist of its manufacturing,
processing and storage facilities and its transportation and plant vehicles.
Substantially all of the Company's owned properties and assets are pledged as
collateral under its syndicated senior loan facility. The following sets forth
selected information regarding the Company's active manufacturing and processing
facilities:
DESCRIPTION OF
BUSINESS SEGMENT LOCATION PROPERTY INTEREST
---------------- -------- -----------------
AUTOMOTIVE
Domestic Blacksburg, Virginia (2 plant locations) owned
Hillsdale, Michigan (4 plant locations) owned
Hamilton, Indiana owned
Inkster, Michigan owned
Jonesville, Michigan owned
Leesburg, Florida owned
Manchester, Tennessee leased
Mount Pleasant, Michigan owned
Traverse City, Michigan owned
Vassar, Michigan leased
International Ohringen, Germany owned
San Luis Potosi, Mexico owned
Tamworth, England owned
TECHNOLOGIES
Domestic Colorado Springs, Colorado (2 plant locations) owned & leased
Galena, Kansas owned
Grove, Oklahoma owned
Harrisonville, Missouri owned
Joplin, Missouri (7 plant locations) owned & leased
Lenexa, Kansas owned
Miami, Oklahoma (3 plant locations) owned & leased
Quawpaw, Oklahoma (2 plant locations) owned
Seneca, Missouri owned
Stella, Missouri owned
International Vancouver, Canada leased
MACHINERY
Domestic Lubbock, Texas owned
International Acuna, Coahuila, Mexico owned
MINERALS(1)
Domestic Clark Station, Nevada owned
Lovelock, Nevada owned
Vale, Oregon owned
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(1) In addition to the facilities listed, the Company's Minerals Segment has
mining locations and numerous claims in Nevada, Oregon and California.
The Company owns or leases additional office space, including its corporate
headquarters in Cincinnati, Ohio and sales offices in Europe and Asia, and
warehouse space for certain of its operations. The Company's properties are
adequate and suitable for its business and generally have capacity for expansion
of existing buildings on owned real estate. Plants range in size from 420,000
square feet of floor space to under 50,000 square feet and generally are located
away from large urban centers. Substantially all of its buildings have been well
maintained and are in sound operating condition and regular use.
Mining. The Minerals Segment owns and leases diatomaceous earth and perlite
mining locations as well as numerous claims in Nevada, Oregon and California
(collectively, "mining properties"). The Company's owned and leased mining
properties, including those not currently being mined, comprise a total of
approximately 10,500 acres in Storey, Lyon, Pershing and Churchill Counties in
Nevada and 5,000 acres in Malhuer and Harney Counties in Oregon, as well as
rights on 2,500 acres not currently being mined in Siskiyou County in
California.
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The Company continually evaluates potential mining properties, and additional
mining properties may be acquired in the future. The Minerals division extracts
diatomaceous earth and perlite through open-pit mining using a combination of
bulldozers, wheel type tractor scrapers, excavators and articulated trucks. The
extracted materials are carried by truck to separate processing facilities. A
total of approximately 414,000 tons of diatomaceous earth and perlite were
extracted from the Company's mining properties in Nevada and Oregon in Fiscal
2000. On average, the Company has extracted a total of approximately 430,000
tons of diatomaceous earth and perlite from its Nevada and Oregon properties
each year for the past five years. As ore deposits are depleted, the Company
reclaims the land in accordance with plans approved by the relevant federal,
state and local regulators. The following mining properties are of major
significance to the Company's mining operations.
Nevada. The company's diatomaceous earth mining operations in Nevada
commenced in 1945 in Storey County. The company commenced perlite-mining
operations in Churchill County in 1993. The Company extracted a total of
approximately 263,000 tons of diatomaceous earth and perlite from Nevada
mining properties in Fiscal 2000 and, on average, extracted a total of
approximately 285,000 tons of diatomaceous earth and perlite from its
Nevada mining properties each year for the past five years, or
approximately 67% of the Company's total diatomaceous earth and perlite
production (and including 100% of its perlite production). Approximately
265 acres in Storey County, where mining activities commenced 55 years ago,
and approximately 62 acres in the Counties of Lyon and Churchill are
actively being mined by the Company for diatomaceous earth. Diatomaceous
earth from Storey, Churchill and Lyon mining properties is processed at the
Clark Station, Nevada facility. The Company believes its diatomaceous earth
reserves in the Counties of Storey, Churchill and Lyon, including mining
properties not actively being mined, are in excess of 30 years at current
levels of extraction based upon estimates prepared by its mining and
exploration personnel. Diatomaceous earth extractions from the Pershing
mining properties, which commenced more than 40 years ago, are processed at
the Lovelock, Nevada facility. Approximately 975 acres are actively being
mined for diatomaceous earth in Pershing. The Company believes its
diatomaceous earth reserves in Pershing, including mining properties not
actively being mined, to be in excess of 15 years at the current level of
extraction based on estimates prepared by its mining and exploration
personnel. Beginning in 1993, the Company has actively, mined approximately
25 acres in Churchill County for perlite, which is processed at the
Lovelock, Nevada facility. The Company believes its perlite reserves in
Churchill County, including mining properties not actively mined, are in
excess of 30 years at the current level of extraction based upon estimated
prepared by it mining and exploration personnel.
Oregon. The Company commenced mining diatomaceous earth in Oregon in
1985 at its mining properties in Harney and Malhuer Counties. Approximately
88 acres in Harney County and 80 acres in Malhuer County are actively being
mined. Diatomaceous earth extracted from these mines is processed at the
Company's Vale, Oregon facility. The Company extracted approximately
151,000 tons of diatomaceous earth from the Harney County and Malhuer
County mining properties during Fiscal 2000 and on average, has extracted
approximately 145,000 tons of diatomaceous earth each year for the past
five years from these mining properties, or approximately 33% of the
Company's total diatomaceous earth and perlite production. The Company
believes its diatomaceous earth reserves in Harney County and Malhuer
County, including mining properties not actively being mined, are in excess
of 30 years at the current level of extraction based on estimates prepared
by its mining and exploration personnel.
ITEM 3. LEGAL PROCEEDINGS.
(a) Chapter 11 Proceedings.
On January 7, 1991 ("Petition Date"), EPI and seven of its domestic
subsidiaries each filed a voluntary petition for relief under chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of Ohio, Western Division, in Cincinnati, Ohio ("Bankruptcy
Court"). All of the chapter 11 cases were consolidated for procedural purposes
only under the caption: "In re Eagle-Picher Industries, Inc., et al.,"
Consolidated Case No. 1-91-00100, before the Honorable Burton Perlman, United
States Bankruptcy Judge.
In August 1996, EPI, together with the Injury Claimants' Committee and the
Representative for Future Claimants who was appointed by the Bankruptcy Court,
proposed a plan of reorganization to the Bankruptcy
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Court (the "Plan"). The Bankruptcy Court and the United States District Court
for the Southern District of Ohio (the "Ohio District Court") jointly issued the
Order confirming the Plan on November 18, 1996 (the "Confirmation Date"), and
the Plan was consummated on November 29, 1996 (the "Consummation Date"). The
major component of the Plan was a settlement of EPI's liability for present and
future asbestos-related personal injury claims arising out of business
operations prior to the petition date under which it was agreed that these
claims had a total value of $2 billion. Pursuant to the Plan, (i) the
Eagle-Picher Personal Injury Settlement Trust (the "PI Trust") was established
and EPI contributed assets to the PI Trust valued at approximately $730 million
in the aggregate (representing the approximately 37% distribution upon the $2
billion allowed claim of the asbestos claimants, as unsecured creditors),
consisting of $51.3 million in cash, $250 million in the 10% Debentures, $69.1
million in Tax Refund Notes, $18.1 million in Divestiture Notes and 10,000,000
shares of Common Stock (representing all outstanding shares of Common Stock),
and (ii) the PD Trust was established in 1999 and was funded by EPI with $3
million in cash plus interest that had accrued since EPI had funded this
obligation and set aside the $3 million pending establishment of the PD Trust.
Pursuant to the Plan, the asbestos-related claims are discharged and EPI has no
further liability in connection with such claims.
Pursuant to the Plan, EPI is discharged of the burden of defending more
than 150,000 asbestos-related claims, as well as any lead-related claims, that
had been, as well as any such claims that may in the future be, filed against
EPI. This relief has been accomplished through the establishment of the
independent trusts under the Plan to assume, administer, settle and pay such
claims. In addition, the Order includes an injunction (the "Injunction"), which
prohibits claimants with asbestos-related or lead-related claims from bringing
actions against EPI, and instead requires these claimants to assert such claims
only against the PI Trust or, as to asbestos-related property damage claims,
against the PD Trust, each of which was funded by EPI pursuant to the Plan.
Under the Plan the PI Trust assumed all liability and responsibility for
asbestos-related and lead-related personal injury claims against EPI, and the PD
Trust will assume all liability and responsibility for asbestos-related property
damage claims. EPI believes that the Plan, the Injunction and the Bankruptcy
Code together will enjoin any claims against EPI with respect to any past,
present, or future asbestos-related or lead-related liabilities arising from or
based upon business operations prior to the Petition Date.
Following confirmation of the Plan, notices of appeal of the Order were
filed by one general unsecured creditor (the "Creditor Appellant") and the
Unofficial Committee of Co-Defendants (the "Co-Defendants"), a group of former
manufacturers and distributors of asbestos-containing products that have been
named as co-defendants with one or more members of EPI in asbestos personal
injury lawsuits and have asserted claims against EPI for contribution, indemnity
and subrogation. The allowance of contribution claims against EPI is subject to
Section 502(e) of the Bankruptcy Code which states that a claim for contribution
asserted by an entity that is liable with a chapter 11 debtor shall be
disallowed to the extent such contribution claim is contingent as of the time of
allowance or disallowance of such claim. Neither the Creditor Appellant nor the
Co-Defendants requested that the Order be stayed pending appeal. The Creditor
Appellant withdrew its notice of appeal by a stipulation dated January 24, 1997.
The Co-Defendants appealed the Order directly to the United States Circuit
Court of Appeals for the Sixth Circuit (the "Sixth Circuit") (the "Confirmation
Order Appeal"), raising a variety of objections to the Plan and to the Trust's
procedures for processing, allowing and paying the Co-Defendants' claims. The
Co-Defendants also asserted, among other things, that Section 524(g) of the
Bankruptcy Code, which authorizes courts to issue injunctions to channel
asbestos claims away from a reorganized Subsidiary to a personal injury trust
established by such Subsidiary is unconstitutional. The Sixth Circuit in a
decision and order issued December 21, 1998, affirmed the Confirmation Order and
dismissed the subject appeal as moot. As a result, the Confirmation Order became
final and nonappealable as of March 23, 1999.
The Bankruptcy Court and the Ohio District Court entered the Injunction
pursuant to Section 524(g) of the Bankruptcy Code. Section 524(g) of the
Bankruptcy Code was enacted by Congress in 1994 to provide a statutory
safe-harbor for asbestos manufacturing companies faced with numerous
asbestos-related personal injury claims. Section 524(g) grants bankruptcy courts
express statutory authority to issue injunctions that prohibit present and
future asbestos claimants from suing a reorganized debtor; provided that a trust
is established and funded to pay asbestos-related claims through procedures that
reasonably assure that claimants with similar injuries will receive similar
payments and other specific statutory requirements are satisfied.
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Under Section 524(g), if the injunction is issued or affirmed by a district
court with jurisdiction over the reorganization, the injunction will be
permanent and not subject to modification by any court once the injunction
becomes final and nonappealable. In confirming the Plan and issuing the
Injunction, the Bankruptcy Court and the Ohio District Court determined that the
PI Trust and the PD Trust each satisfied the requirements of Section 524(g) and
that they had jurisdiction to issue the Injunction under both Section 524(g) of
the Bankruptcy Code and their more general powers under the Bankruptcy Code to
issue orders that are necessary or appropriate in bankruptcy cases.
While Section 524(g) specifically addresses trusts created to resolve
asbestos-related litigation and injunctions issued in connection therewith, it
does not specifically address whether an injunction directing claims to a trust
that will pay both asbestos-related and non-asbestos-related claims, as in this
case, is protected under Section 524(g). While there is a risk that the
Injunction would not apply to future lead-related claimants because lead-related
claims are not addressed in Section 524(g), EPI believes that the Injunction
would be upheld and enforced against lead-related claimants if challenged. That
belief is based on the fact that the Bankruptcy Court and the Ohio District
Court, in confirming the Plan and entering the Injunction, specifically ruled
that Section 524(g) does not prohibit channeling of non-asbestos related claims
along with asbestos-related claims. In the event that Section 524(g) does not
operate to protect the Injunction's channeling of lead-related claims, such
channeling could be upheld as a necessary or appropriate order under Section
105(a) of the Bankruptcy Code. Although the filing of future lead-related
lawsuits cannot be predicted, EPI believes that this risk is limited because to
date, only approximately 125 lead-related claims have been asserted against EPI
(as compared to the tens of thousands of asbestos-related claims asserted
against EPI).
On and shortly after the Consummation Date, EPI made distributions (the
"Initial Distribution") under the Plan totaling approximately $800 million in
cash, common stock and debt securities (including the approximately $730 million
contributed to the PI Trust, $3.0 million set aside for the PD Trust and the
remainder in connection with various other allowed claims including the
environmental claims described below). Final distributions under the Plan will
not be made until all remaining unresolved claims (other than asbestos-related
and lead-related claims) are resolved (the "Final Distribution"). One
environmental claim asserted during the chapter 11 proceeding is the only claim
that remains unresolved. As of November 30, 2000, EPI has a liability recorded
on its balance sheet in the amount of approximately $10.6 million for the Final
Distribution (the "Final Distribution Reserve"). Although there can be no
assurance as to the amount required to resolve the remaining claims, EPI expects
those claims, together with any other claims not paid in the Initial
Distribution, to be resolved, exclusive of administrative expenses, for an
amount not in excess of the Final Distribution Reserve.
Although a bankruptcy plan of reorganization generally serves to resolve
all claims that arose prior to the chapter 11 proceedings, courts in a number of
cases have limited the types of environmental obligations that can be discharged
by bankruptcy (concluding, for example, that an order to conduct an
environmental clean-up of a site may not be a "claim" or that an environmental
claim did not "arise" before the bankruptcy). EPI has entered into the
Environmental Settlement, discussed below, which is intended to relieve EPI of
the burden of defending against certain claims asserted under Environmental Laws
relating to conditions occurring prior to the date of the bankruptcy petition
and governs certain environmentally related claims that have been or may yet be
asserted against EPI after the Consummation Date relating to conditions
occurring prior to the date of the bankruptcy petition. See "Environmental
Matters." Nevertheless, due to the limitations on the types of environmental
obligations that can be discharged by bankruptcy, EPI may have obligations
relating to historical noncompliance with environmental laws with respect to
sites owned by EPI as of the Confirmation Date that were not asserted in the
chapter 11 proceedings. See "Environmental Matters."
(b) Other.
On January 25, 1996, Richard Darrell Peoples, a former employee of EPI,
filed a Qui Tam suit under seal in the United States District Court for the
Western District of Missouri (the "Missouri Court"). A Qui Tam suit is a lawsuit
brought by a private individual pursuant to federal statute, allegedly on behalf
of the U.S. Government. The U.S. Government has declined the opportunity to
intervene or take control of this Qui Tam suit. EPI became aware of the suit on
October 20, 1997, when it was served on EPI, after it had been unsealed. The
suit involves allegations of irregularities in testing procedures in connection
with certain U.S. Government contracts. The
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allegations are similar to allegations made by the former employee, and
investigated by outside counsel for EPI, prior to the filing of the Qui Tam
suit. Outside counsel's investigation found no evidence to support any of the
employee's allegations, except for some inconsequential expense account matters.
EPI, which believes that the U.S. Government did not incur any expense as a
result of those matters, reported to the U.S. Government the employee's
allegations and the results of outside counsel's investigation. The employee
also initiated a different action against EPI in 1996 for wrongful termination,
in which he alleged many of the same acts complained of in the Qui Tam suit.
That action was dismissed with prejudice by the Missouri Court in October 1996.
On June 16, 1998, the Missouri Court granted EPI's Motion to Dismiss the Qui Tam
suit. The Court, however, allowed Mr. Peoples to amend his complaint. Mr.
Peoples filed an amended complaint, and EPI's Motion to Dismiss the Amended
Complaint was denied on January 20, 1999. EPI intends to contest this suit
vigorously. EPI does not believe that resolution of this suit will have a
material adverse effect on EPI's financial condition, results of operations or
cash flows.
On May 8, 1997, Caradon Doors and Windows, Inc. ("Caradon"), filed suit
against EPI in the United States District Court for the Northern District of
Georgia (the "Georgia Court") alleging breach of contract, negligent
misrepresentation, and contributory infringement and seeking contribution and
indemnification in an amount not less than $10 million (the "Caradon suit"). The
Caradon suit arose out of patent infringement litigation between Caradon and
Therma-Tru Corporation extending over the 1989-1996 time period, the result of
which was for Caradon to be held liable for patent infringement in an amount
believed to be in excess of $10 million. In June 1997, EPI filed a Motion with
the Bankruptcy Court seeking an order enforcing the Plan and the Confirmation
Order against Caradon, and enjoining the Caradon suit from going forward. The
Bankruptcy Court in a decision entered on December 24, 1997, held that the
Caradon suit did violate the Plan and the Confirmation Order and enjoined
Caradon from pursuing the Caradon suit. Caradon appealed the Bankruptcy Court's
decision to the United States District Court for the Southern District of Ohio
(the "District Court"), and in a decision entered on February 3, 1999, the
District Court reversed and remanded the matter back to the Bankruptcy Court. On
January 5, 2001, EPI filed a Motion for Summary Judgment on the issue of whether
Caradon was afforded notice of the Plan and the Confirmation Hearing, a motion
which remains pending before the Bankruptcy Court. EPI intends to contest this
suit vigorously. EPI does not believe that resolution of this suit will have a
material adverse effect on EPI's financial condition, results of operations or
cash flows.
EPI is also involved in various other proceedings incidental to the
ordinary conduct of its business. EPI believes that none of these other
proceedings will have a material adverse effect on EPI's financial condition,
results of operations or cash flows.
(c) Environmental Matters.
During the pendency of the chapter 11 proceedings, EPI entered into a
settlement agreement (the "Environmental Settlement") with the United States
Environmental Protection Agency (the "EPA"), the United States Department of the
Interior and the states of Arizona, Michigan and Oklahoma (together, the
"Settling Parties"), addressing all known and unknown environmentally-related
claims that were or could have been asserted by those entities against EPI in
the bankruptcy proceeding. In addition to resolving those claims filed in the
chapter 11 proceedings, the Environmental Settlement provided that any
additional claims by the Settling Parties against EPI in connection with
pre-petition activities at any site not owned by EPI (the "Additional Sites"),
shall be resolved as if they had been asserted during the chapter 11
proceedings. Accordingly, if EPI is found liable or settles any Additional Site
claim, such liability is limited to approximately 37% of the liability or
settlement amount.
Since entering into the Environmental Settlement, EPI has received notice
from one or more of the Settling Parties that EPI may have liability in
connection with 19 Additional Sites. EPI believes that its potential liability
at these Additional Sites is not material to EPI's financial condition, results
of operations or cash flows.
EPI is undertaking remedial actions at a number of its current and former
facilities and properties which are not covered under the Environmental
Settlement Agreement. In connection with certain sales of its assets, including
the Rubber Molding, Fluid Systems and Ross Divisions sold in 2000 and the
Bearings Division sold in 1989, EPI has agreed to undertake remedial actions or,
alternatively, to indemnify the respective purchasers of particular assets for
certain liabilities in connection with those remedial actions under the
Environmental Laws
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relating to that asset's operations or activities prior to the sale. EPI
believes that neither these remedial actions nor any claims under these
indemnity provisions will have a material adverse effect on EPI's financial
condition, results of operations or cash flows.
EPI is undertaking closure and corrective actions under RCRA at two of its
current permitted hazardous waste facilities. At the Joplin, Missouri, facility,
consistent with the requirements of its RCRA permit, EPI is investigating the
nature and extent of contamination from two closed hazardous waste impoundments
and over 100 solid waste management units formerly in use during the 130-year
operating history of this property. EPI's investigation has identified areas of
soil and groundwater contamination or suspected contamination, certain of which
likely will require EPI to undertake remedial activities. Following completion
of its investigation, EPI, in conjunction with federal and state regulators,
will determine what, if any, corrective actions are appropriate at this
property. At the Colorado Springs, Colorado, facility, EPI entered into a
Compliance Order on Consent with the State of Colorado's Department of Public
Health and Environment effective January 28, 1999 (the "Consent Order").
Pursuant to the Consent Order, EPI will complete the closure of four former
hazardous waste impoundments and evaluate appropriate remedial actions to
address contaminated groundwater and soil at and around the facility. EPI does
not believe that it will be assessed any penalty in connection with the
remediation of these sites, although there can be no assurance that one will not
be imposed.
EPI owned and operated a lead and zinc smelting facility, which was
dismantled in 1982, on the Galena property. The Galena property is located
within the Tri-State mining district, formerly one of the largest lead and zinc
fields in the world. The Tri-State mining district was actively worked from the
mid-1800s until the 1960s and, as a result, soil, groundwater and surface waters
have been significantly and adversely impacted. In the 1980s and early 1990s,
the EPA addressed both surface contamination (including residential soil
contamination) and groundwater contamination issues in the Tri-State mining
district in the immediate vicinity of the Galena property. Under the
Environmental Settlement, while EPI resolved all of its other liability under
the Comprehensive Environmental Response, Compensation, and Liability Act
associated with the Tri-State mining district, it specifically retained
liability for the Galena property. Environmental impacts are likely at the
Galena property as a result of the former smelter operation and from historic
materials management practices on the Galena property. The EPA has not required
remediation of the Galena property, and EPI has no current expenses in
connection with remedial activities at this property. EPI, however, anticipates
that certain investigations and remediation may be required at some point in the
future. EPI does not believe that it will be assessed any penalty in connection
with the remediation of this site, although there can be no assurance that one
will not be imposed.
EPI does not believe, based on current information and taking into account
reserves established for environmental matters, that costs associated with
compliance with and remediation under Environmental Laws will have a material
adverse effect on its financial condition, results of operations or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
[NOT APPLICABLE]
ITEM 6. SELECTED FINANCIAL DATA.
NINE MONTHS THREE MONTHS
ENDED ENDED
NOVEMBER 30, FEBRUARY 28,
2000 1999 1998 1998 1997 1996
-------- ---------- ------------ ------------- ------------- -------------
PREDECESSOR A PREDECESSOR A PREDECESSOR B
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE)
STATEMENT OF INCOME (LOSS):
Net sales (A)................. $837,580 $ 913,261 $ 645,984 $ 205,842 $ 906,077 $ 891,287
Operating income (B).......... 59,846 25,082 15,470 11,027 45,558 62,106
Adjustment for asbestos
litigation.................. -- -- -- -- -- 502,197
Fresh-start revaluation (C)... -- -- -- -- -- 118,684
Interest expense (D).......... (47,362) (49,060) (36,313) (6,940) (31,261) (3,083)
Income (loss) before taxes,
extraordinary items and
accounting changes.......... 12,610 (20,387) (19,064) 4,907 14,046 674,656
Income (loss) before
extraordinary items and
accounting changes.......... 5,610 (17,587) (14,364) 807 (3,854) 622,086
Extraordinary items and
accounting changes (E)...... -- -- -- -- -- 1,524,305
Net income (loss)............. 5,610 (17,587) (14,364) 807 (3,854) 2,146,391
Preferred stock dividends
accreted.................... (11,848) (10,569) (7,382) -- -- --
Basic earnings (loss) per
share applicable to common
shareholders:
Income (loss) per share
applicable to common
shareholders before
extraordinary items and
accounting changes........ (6.26) (28.16) (21.74) 0.08 (0.39) 56.34
Extraordinary items and
accounting changes........ -- -- -- -- -- 138.06
Basic earnings (loss)
applicable to common
shareholders.............. (6.26) (28.16) (21.74) 0.08 (0.39) 194.40
Weighted average number of
common shares outstanding... 997,125 1,000,000 1,000,000 9,600,071 10,000,000 11,040,932
Dividends per common share.... -- -- -- -- -- --
BALANCE SHEET DATA (END OF
PERIOD):
Total assets.................. 775,362 842,000 816,327 N/A 746,881 848,880
Total long-term debt and
redeemable preferred stock
(F)......................... 567,735 642,035 571,743 N/A 273,397 386,439
OTHER DATA:
EBITDA (G).................... 106,108 115,393 87,436 26,969 104,080 94,931
Cash provided by (used in)
operating activities........ 50,703 46,928 75,547 (9,083) 147,883 72,861
Cash provided by investing
activities.................. 35,263 (95,471) (16,618) (6,734) (13,827) (41,770)
Cash provided by (used in)
financing activities........ (88,570) 44,933 (64,216) (18,954) (113,042) (3,198)
SELECTED RATIOS:
Earnings/fixed charges and
preferred stock dividends
(H)......................... 1.01x .49x .41x 1.69x 1.43x 173.50x
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(A) Includes net sales attributed to Divested Divisions of $42,764 in 2000,
$130,003 in 1999, $112,650 in the nine months ended November 30, 1998,
$37,086 in the three months ended February 28, 1998, and, for purposes of
Item 6 only, $229,723 in 1997, and $274,110 in 1996.
(B) Operating income is not indicative of trends as the results for the nine
months ended November 30, 1998 (subsequent to the Acquisition) and those of
both predecessor A (subsequent to the Reorganization, but before the
Acquisition) and Predecessor B (prior to the Reorganization) were derived
using different bases. (See Management's Discussion and Analysis - Effects
of the Acquisition and Reorganization on Operations and Financial
Condition.)
(C) Fresh-start revaluation gain of $118,684 reflects transactions related to
emergence from bankruptcy and reorganization in accordance with Statement of
Position 90-7, "Financial Reporting by Entities in Reorganization under the
Bankruptcy Code" ("SOP 90-7").
(D) In accordance with SOP 90-7, interest was not accrued on debt that was
unsecured or undersecured during the period during which the Subsidiary was
in bankruptcy. Contractual interest was $9,889 in 1996.
(E) Reflects a gain of $1,525,540 in 1996 related to emergence from bankruptcy
and reorganization in accordance with SOP 90-7 and a loss of $1,235 in 1996
due to an accounting change of the method used for computing LIFO
inventories of boron, germanium and other rare metals.
(F) Includes 11 3/4% Cumulative Redeemable Exchangeable Preferred Stock
("Preferred Stock") of $109,804 in 2000, $97,956 in 1999 and $87,387 in
1998, which was issued in conjunction with the Acquisition.
(G) For purposes hereof, EBITDA is defined as earnings before interest expense,
income taxes, depreciation and amortization, certain items determined by
management to be in the nature on nonrecurring items--namely, one-time
management compensation expenses, gain (loss) on sale of divisions, gains
from insurance settlement reorganization items, charge for impairment of net
assets of operations to be sold and non cash items relating and accruals for
the company's stock appreciation rights plan. EBITDA is presented because
management believes it is an indicator of a company's ability to service and
incur debt. EBITDA, as defined herein, may not be comparable to similarly
titled measures reported by other companies and should not be construed as
an alternative to operating income, as determined by Generally Accepted
Accounting Principles ("GAAP"), as an indicator of the Company's operating
performance, or to cash flows from operating activities, as determined by
GAAP, as a measure of liquidity. Funds depicted by EBITDA are not available
for management's discretionary use to the extent they are required for debt
service and other commitments. Includes EBITDA contributed by Divested
Divisions of $1,194 in 2000, $9,178 in 1999, $10,458 in the nine months
ended November 30, 1998, $3,985 in the three months ended February 28, 1998,
and, for purposes of Item 6 only, $15,353 in 1997, and $18,518 in 1996.
(H) For purposes of determining the ratio of earnings to fixed charges and
preferred stock dividends, "earnings" consist of income before provision
(benefit) for income taxes, extraordinary items and accounting changes and
fixed charges. "Fixed charges" consist of interest expense (including
amortization of deferred financing costs) and approximately 30% of rental
expense, representing that portion of rental expense deemed representative
of the interest factor. Earnings were insufficient to cover fixed charges
and preferred stock dividends in 1999 by $30,956 and in the nine months
ended November 30, 1998 by $26,446. Such earnings to fixed charges and
preferred stock dividends is not meaningful for 1996 because of significant
reversals of asbestos litigation reserves and fresh start revaluation.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
Financial information about industry segment data is included in Note O to
the Company's Consolidated Financial Statements for the years ended November 30,
2000 and 1999 the nine months ended November 30, 1998 and the three months ended
February 28, 1998 included in Item 8 below.
2000 COMPARED TO 1999
The Automotive Segment
Sales in the Automotive Segment increased 5.2% from $433.8 million in
fiscal year 1999 to $456.4 million in fiscal year 2000. Contributing to the
increase were an additional three months of ownership of Carpenter, which was
purchased effective March 1, 1999, and approximately $15.0 million of new
business. Price reductions
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of $4.5 million, matured or lost business of approximately $22.0 million and the
effects of production slowdowns during the fourth quarter of fiscal year 2000
reduced fiscal year 2000 sales.
Production slowdowns during the fourth quarter occurred in part as a result
of the shutdown of production at Ford's sport utility vehicle and light truck
facilities in order to divert tire production to satisfy demand created by the
Firestone tire recall. Higher interests rates and a slowing of the economy also
adversely impacted fourth quarter production volume.
Pretax profit decreased $3.5 million from $10.9 million in fiscal year 1999
to $7.4 million in fiscal year 2000. Pricing reductions of $4.5 million, an
additional $1.7 million of interest expense, a $2.0 million increase in
depreciation and amortization expense and approximately $1.3 million of foreign
currency exchanges losses contributed to the decline in profitability. These
drags on profit were offset somewhat by improved operating efficiencies and
material cost savings resulting from the Company-wide strategic sourcing
initiative commenced in fiscal year 1999.
THE OUTLOOK FOR 2001
During fiscal year 2000 the Automotive Segment achieved a record amount of
new business. Absent the economic downturn, the Automotive Segment would have
expected to increase sales in 2001 by in excess of 10%. However, due to the
slowdown in the economy, the Automotive Segment now expects sales to decline
sharply to approximately $430.0 million for fiscal year 2001. Similarly,
operating profit is expected to be lower as the economic downturn offsets
improved operating efficiencies and volume increases from new business awards.
The Wolverine Division of the Automotive Segment has delayed completion of
a sixth coating line, which is currently under construction and expects to idle
one of its existing coating lines in response to sharply lower demand resulting
from industry-wide production slowdowns.
Automotive production is expected to remain slow during the first half of
fiscal year 2001, with production approximately 15% below fiscal year 2000
levels. During the last half of fiscal year 2001 production is expected to
increase and average 8% below fiscal year 2000 levels. If the production
slowdown persists or worsens relative to the Company's expectations, both sales
and operating income will be materially and adversely affected.
The Company is currently considering acquisition opportunities involving
precision machining operations in Europe. The Company expects the recent trend
towards consolidation in the automotive industry to result in increased
uniformity in automotive platforms across North America and Europe. The Company
believes that the expansion of its precision machining capabilities in Europe
will enable the Hillsdale Division to offer its full range of products in
Europe, which will provide a competitive advantage in supplying components and
systems for automotive platforms that are uniform across North America and
Europe.
The Technologies Segment
Sales by the Technologies Segment decreased 3.6% from $198.5 million to
$191.4 million. Excluding sales of EPEP, which was acquired during the third
quarter of fiscal year 2000, sales of the Technologies Segment during fiscal
year 2000 were $186.8 million, a decrease of 5.9%. Special Purpose Batteries
lead the decline in sales due to softness in the aerospace and defense markets
and the loss of a large customer. Sales declines in Specialty Materials due to
lower demand for enriched boron as a result of temporary shutdowns of certain
nuclear reactors were offset somewhat by increased sales of bulk pharmaceutical
products and clean containers. Sales of depleted zinc were less than half of
expected levels due to the loss of the largest customer of that product.
Pretax income decreased $12.1 million from $11.7 million in fiscal year
1999 to a pretax loss of ($.4) million in fiscal year 2000. Substantially all of
the decline in pretax income is attributable to lower volumes resulting in poor
absorption of overhead, a $2.3 million increase in interest expense, a $1
million increase in depreciation and amortization expense and significantly
higher health care costs during fiscal year 2000.
THE OUTLOOK FOR 2001
The Technologies Segment expects sales for fiscal year 2001 to be
approximately $210 million. Nearly $6 million of the increase in sales is
attributable to the ownership of EPEP for the full year. The backlog for
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Special Purpose Batteries for space and defense applications has increased
somewhat, which also will have a favorable impact on fiscal year 2001 sales.
Offsetting the sales improvement is an approximately $3 million decrease in
sales in its line of batteries sold commercially for use in ride-on toys and for
telecommunications backup as a result of a major customer's plant shutdown and
significantly reduced orders. Included in projected sales for fiscal year 2001
is nearly $10 million of business at EPEP under a contract with the United
States Army which expires during the year. EPEP is currently competing to renew
that business, however there can be no assurances that EPEP will be successful.
The Technologies Segment is obligated to purchase from its supplier
approximately $2.0 million per year of depleted zinc in excess of its
requirements based on current customer demand. The contract with the supplier
provides for a price renegotiation in the event of dramatic market changes and
management has initiated negotiations with the supplier.
The Technologies Segment expects operating income to remain relatively flat
despite the increase in sales as the Technologies Segment focuses additional
efforts on developing new products and commercializing existing products. The
Company engaged CTC as a consultant in support of this effort. As a result, the
management of the Technologies Segment identified a number of opportunities
which will be evaluated and may become the subject of further research and
development in the coming year. The Technologies Segment will continue to
explore ways to leverage the heritage and excellent reputation of the
Technologies Segment in order to gain acceptance of new products and entry into
new markets.
The Machinery Segment
Fiscal year 2000 sales in the Machinery Segment declined 8.5% from $90.3
million in fiscal year 1999 to $82.6 million in fiscal year 2000. Lower demand
attributable to increased interest rates and the slowing economy resulted in a
decrease in the volume of wheel tractor scrapers sold by the Machinery Segment
of approximately 40%. Sales of industrial forklifts were relatively flat during
2000 while sales of component parts for agricultural and construction machinery
increased approximately $3.6 million.
Pretax profit in the Machinery Segment improved $1.2 million. The
reductions in profitability resulting from the lower volumes and less favorable
product mix were offset by a $2.3 million charge for inventory obsolescence in
fiscal year 1999 that did not recur in fiscal year 2000. The Machinery Segment
also expensed $.8 million during fiscal year 2000 in connection with a recall of
rollover protection cabs on a tractor manufactured several years ago.
THE OUTLOOK FOR 2001
The Machinery Segment will use fiscal year 2001 to reorganize its
manufacturing operations in order to achieve a cost structure commensurate with
the expected lower volumes in wheel tractor scrapers and industrial forklifts.
The focus at the Machinery Segment will be to improve its manufacturing
efficiencies, as opposed to achieving new business. Accordingly, the Machinery
Segment expects sales in fiscal year 2001 to decline approximately 9.1% to $75.1
million. At the same time the Machinery Segment expects to realize marginal
improvement in operating income as it realizes efficiencies resulting from the
internal reorganization. Substantial operating losses are expected for the first
half of 2001, with nearly all of the operating income improvement realized
during the second half of fiscal year 2001. If the economic downturn worsens or
persists without recovery in the second half of 2001, both sales and operating
income in the Machinery Segment are likely to be materially and adversely
affected.
Subsequent to the reorganization, the Machinery Segment will focus its
sales efforts on engineering and manufacturing components for agricultural and
construction machinery, with particular emphasis on diversifying both its
customer base and its industry exposure. Caterpillar, Inc. has advised the
Machinery Segment that it intends to move the manufacturer and assembly of the
tractor portion of the wheel tractor scrapers from the Machinery Segment to
facilities owned and operated by Caterpillar Inc. in 2002.
On December 14, 2000 the Board of Directors of the Company authorized the
exploration of strategic alternatives for the Machinery Segment, including the
possible sale of all or a portion of the segment's assets and business.
Consistent with this authorization, the Company has engaged Scale and
Associates, LLC to assist the
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Company in marketing the Segment and obtaining offers to purchase all or a
portion of the Machinery Segment's assets and business. This process is in the
early stages and the Company cannot yet project whether, when or at what price
all or a portion of the Machinery Segment's assets and business may be sold.
Pending the completion of such exploration, the Machinery Segment will continue
to implement its strategic plan to improve the efficiency of its operations.
The Minerals Segment
For the Minerals Segment, fiscal year 2000 was much improved over its
fiscal year 1999. During the year, the Minerals Segment undertook a program to
rationalize its existing business and implement a more uniform pricing scheme,
raising prices on certain low margin business and replacing other low margin
business with higher margin business. The strategy was a success, resulting in a
5.5% increase in sales by the Minerals Segment from $61.7 million to $65.1
million while total volume of products sold remained flat. Pretax income at the
Minerals Segment also increased significantly from a loss of ($4.1) million to a
gain of $.3 million. The improvement in the Minerals Segment's operating margin
is attributable not only to the business and pricing rationalization program
undertaken during the year, but also significant gains in production efficiency.
Notably, these efficiency gains offset an approximately $1.3 million increase in
natural gas costs associated with processing the diatomaceous earth. Reduced
charges from the Company headquarters as a result of better working capital
management and a reduction in depreciation expense of approximately $.7 million
also contributed to the increase in pretax income. The depreciation expense was
lower in 2000 because certain items on the Minerals Segment's books were fully
depreciated in 1999.
THE OUTLOOK FOR 2001
The Company expects sales for fiscal year 2001 to be relatively flat at
approximately $65.0 million. Increases expected to result from expansion of
Asian and European markets and the effects of a full year of the pricing and
business rationalization undertaken during fiscal year 2000 are likely to be
offset by reduced sales in North America as a result of the slowing economy.
Already in fiscal year 2001, a large corn wet-milling customer has temporarily
closed one of its plants and orders in the rest of the market have slowed
significantly. If the economic slowdown persists, both sales and operating
income could be materially lower than currently projected.
The Minerals Segment expects its operating margin to be slightly lower in
fiscal year 2001. The substantially higher natural gas prices currently being
experienced and expected to continue throughout the year will be only partially
offset by improved operating efficiencies, improved working capital management,
a reduction in general and administrative expenses, an energy surcharge which
will pass on to customers a portion of the natural gas price increases, and
ongoing efforts to decrease energy usage, including the use of alternative
fuels, waste heat recovery, improved solar drying process changes to reduce kiln
temperatures and increased kiln insulation to prevent ambient heat loss.
The Company expects its natural gas prices to be volatile during fiscal
year 2001, but generally to remain at an average level approximately 50-60%
above fiscal year 2000 prices. Energy costs represent a material percentage of
the Minerals Segment's cost of goods sold.
Summary of the Company
Net Sales. While the Company's divestiture program resulted in a decrease
in fiscal year 2000 Consolidated Net Sales of approximately 8.2%, the Company's
Consolidated Net Sales actually increased approximately 1.2% after excluding
sales of Divested Divisions and EPEP, which was acquired in June 2000. Increased
sales in the Automotive Segment and the Minerals Segment were largely offset by
decreased sales in the Machinery Segment and the Technologies Segment.
Cost of Products Sold. Cost of products sold, excluding that of Divested
Divisions, increased from 79.2% of net sales to 79.5%, largely as a result of
poor overhead absorption due to lower volumes, particularly in the Machinery
Segment.
Selling and Administrative. Selling and administrative expenses, excluding
those of Divested Divisions, were flat from 1999 to 2000, decreasing .4%.
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Depreciation and Amortization. Depreciation and amortization expense
decreased $2.4 million and $.7 million, respectively. The decrease in
depreciation expense is primarily attributable to the sale of the Divested
Divisions. The reduction in amortization expense is attributable to the sale of
the Divested Divisions.
Management Compensation -- Special. Management Compensation-Special is
severance-related to the separation from employment of a senior executive.
Insurance Settlement. The Company settled claims against a former insurer
regarding environmental remediation costs for $16 million and received such
proceeds in the first quarter of 2000.
Divestitures. During fiscal year 2000, as part of the Company's previously
announced program to focus management, technical and financial resources on core
businesses, the Company completed the sale of its Ross Aluminum Foundries, Fluid
Systems, MARCO, Rubber Molding and Cincinnati Industrial Machinery divisions for
aggregate net proceeds of $85.0 million and an aggregate gain on the sale of
these divisions of $17.1 million, which was reduced for provisions made for
items relating to divisions sold in prior years to $3.1 million.
Interest expense. Interest expense was $47.4 million in fiscal year 2000
and $49.1 million in fiscal year 1999, a decrease of $1.7 million. The decrease
in interest expense is due to the application in proceeds of the sales of the
Ross Aluminum Foundries, Marco and Fluid Systems Divisions and the insurance
settlement in the first quarter of 2000 to the outstanding debt balances. In the
second and third quarters of 2000, the proceeds of the sale of Rubber Molding
and Cincinnati Industrial Machinery Divisions were applied to outstanding debt
balances.
Income (Loss) Before Taxes. Income (loss) before taxes was $12.6 million
for fiscal year 2000 and $(20.4) million for fiscal year 1999. The following
items affect the comparability between income (loss) before taxes for 2000 and
1999:
- A provision for impairment of assets held for sale of $21.4 million in
1999;
- Provisions for Management Compensation -- Special of $1.6 million in 2000
versus .6 million in 1999;
- Proceeds of $16 million from an insurance settlement in fiscal year 2000;
- Gains on sales of divisions of $3.1 million in fiscal year 2000;
- Income (loss) before tax of Divested Divisions, net of the gain on the
sale of such divisions in 2000 and net of the provision for the
impairment of assets in 1999, of $(4.3) million in 2000 and $(6.6)
million in 1999;
- Decreased deprecation, amortization and interest expense as a result of
the sale of the Divested Divisions and the application of the proceeds to
pay down debt;
- Increases of pre-tax income of $1.2 million and $4.4 million at the
Machinery and Minerals Segments, respectively, and decreases in pretax
income of $3.5 million and $12.1 million in the Automotive and
Technologies Segments, respectively; and
- A decrease in the net loss at the Corporate Office, excluding the
insurance settlement proceeds, of $1.0 million.
Income Taxes (Benefit). Income taxes (benefit) were $7.0 million and $(2.8)
million in fiscal years 2000 and 1999, respectively. The acquisition of
Carpenter in 1999 and in the sale of the Divested Divisions in fiscal 2000
affect comparability of income taxes and the effective tax rates. The increase
in income taxes (benefit) in fiscal 2000 is largely attributable to taxable
gains resulting from divestitures.
Net Income (Loss). Net income (loss) for fiscal years 2000 and 1999 were
$5.6 million and $(17.6) million, respectively. In 1999, net income was
significantly impacted by the effects of the non-cash provision related to the
impairment of net assets of operations to be sold of $21.4 million. In fiscal
year of 2000 net income was significantly impacted by the $16 million proceeds
from the insurance settlement and $3.1 million in divestitures.
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Preferred stock dividends accreted of $11.8 million in 2000 reduced net
income of $5.6 million to a net loss applicable to common shareholders of $(6.2)
million. In 1999, preferred stock dividends accreted of $10.6 million increased
the net loss applicable to common shareholders to $28.2 million.
COMPANY OUTLOOK FOR 2001
The Company is expecting sales for 2001 to be approximately $780 million.
Increased sales in the Technologies Segment are expected to be overshadowed by
reduced sales in the Automotive and Machinery Segments due to the economic
slowdown. In the event the Machinery Segment is divested during the year and
depending on the timing of such a transaction, the Company's sales would be
lower by a portion of the amount of sales expected to be contributed by the
Machinery Segment.
The refocusing of management, technical and financial resources on core
businesses is expected to enable the Company to mitigate some of the adverse
effects of the economic downturn on operating income for fiscal year 2001. If
the economic downturn persists longer or is worse than expected, both sales and
operating income are likely to materially and adversely affected.
1999 COMPARED TO 1998
The Acquisition of EPI by the Company was accounted for as a purchase. The
purchase price has been allocated to the assets and liabilities of the Company
based on their respective fair values as determined primarily by independent
appraisals. The excess of the purchase price over the assessed values of the net
assets acquired was allocated to excess of acquired net assets over cost, which
is being amortized over 15 years. The reorganization value in excess of amounts
allocable to identifiable assets, which was the intangible asset existing at the
time of the Acquisition, was assigned no value. Consequently, the results of
operations after the Acquisition are not comparable to those in the three months
ended February 28, 1998 ("Predecessor") primarily due to depreciation being
calculated on an increased asset base and the difference in amortization of the
intangible assets.
Automotive Segment
Net sales of the Automotive Segment were $433.8 million in 1999 compared to
$318.9 million in 1998. However, after excluding the effects of the Carpenter
acquisition in 1999, sales increased 3.7%. The North American automotive
industry experienced another year of a strong automotive build; however, the
growth of the Company's automotive component sales was tempered primarily by the
discontinuation of certain programs with a major customer. In the Automotive
Segment, the Company is under constant pressure from its customers to reduce
prices. In addition, the products it manufactures become obsolete from time to
time as its customers change product designs and the Company must compete for
replacement business. The Company estimates it had lost approximately $50.0
million of business with this customer due to re-sourcing decisions. At the same
time, the Company has replaced this business with different customers, thus
diversifying its customer base. The acquisition of Carpenter has also
diversified the Company's customer base as well as expanded its precision-
machined automotive product lines. The weakening of the European currencies
during 1999 caused increases in sales of European operations in dollars to be
less than increases in local currencies, which also contributed to flat sales.
Pre-tax income was $10.9 million in 1999 and $9.1 million in 1998.
Increases resulting from the purchase of Carpenter, the maturation of
precision-machining start-up operations in Europe and changes in the
rubber-coated metal product mix toward more value-added products were somewhat
offset by the effects of weakening European currencies and increased
depreciation resulting from the change in asset bases, which were due to the
Acquisition, and increased capital spending to implement new automotive
programs. In addition, operations in this segment were slightly impacted by the
effect of the strike against General Motors in 1998.
Technologies Segment
Net sales of the Technologies Segment decreased 5.4% in 1999 to $198.5
million from $209.8 million in 1998. The Company experienced declines in its
special-purpose battery operations after the completion in 1998 of the IRIDIUM
program, which was a 66 satellite constellation for which the Company supplied
nickel-
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hydrogen batteries. Several items mitigated these declines including increased
shipments of boron to European customers.
Despite lower volumes in the special-purpose batteries, a change in product
mix toward more profitable business contributed toward increased pre-tax income
of $11.7 million in 1999 from $6.7 million in 1998. Other factors which
contributed to the increase include the increased boron business.
Machinery Segment
Net sales of the Machinery Segment declined 17.2% from $109.1 million in
1998 to $90.3 million in 1999. While sales of construction equipment were
relatively flat, sales of material handling equipment were down almost 50% due
to a decline in demand, increased competition and slower than expected market
penetration of new specialty forklift products. Decreased shipments of material
handling equipment resulted in poor absorption of fixed overhead. In addition,
depreciation was higher due to the effects of the Acquisition and investments
made to expand capacity in the Mexican operations. There were also
inefficiencies related to moving production to the Mexican facility. As a
result, pre-tax income in the Machinery Segment decreased from $3.3 million in
1998 to a pre-tax loss of $9.9 million in 1999.
Minerals Segment
Net sales of the Minerals Segment decline 5.8% from $65.5 million in 1998
to $61.7 million in 1999. Pre-tax income of $.7 million in 1998 declined to a
pre-tax loss of $4.1 million in 1999. Domestic sales were adversely impacted in
1999 due to strong competitive price pressures, particularly in the absorbent
market. The value of sales in Europe were depressed by weakening European
currencies. The decrease in domestic sales coupled with operating inefficiencies
had an adverse impact on the Segment's operating results in 1999.
SUMMARY OF THE COMPANY
Net Sales. Excluding the effects of the Divested Divisions in 1998 and 1999
and Carpenter in 1999, net sales were off 3.1% in 1999. Increases in the
Automotive Segment were offset by declines in all other Segments.
Cost of Products Sold. Excluding the effects of the Divested Divisions in
1998 and 1999, cost of products sold (excluding depreciation expense) increased
as a percentage of sales from 77.9% in 1998 to 79.2% in 1999. This increase is
primarily due to the decreased volumes of material handling equipment in the
Machinery Segment and the poor overhead absorption that resulted from such
depressed volumes.
Selling and Administrative. Selling and administrative expenses excluding
those of the Divested Divisions, were flat, increasing 1.6% from 1998 to 1999.
Depreciation. Depreciation was $ 48.3 million in 1999, $29.9 million in the
nine months ended November 30, 1998 and $9.0 million in the three months ended
February 28, 1998. Amounts after February 28, 1998 are not comparable to amounts
prior to the Acquisition due to the differences in asset bases. According to
purchase accounting, the bases of the property, plant and equipment was adjusted
to the fair value of such assets as of the date of the Acquisition. The increase
in depreciation in 1999 is due to different asset bases after the Acquisition in
1998, the effect of including Carpenter in 1999 and increased depreciation
resulting from capital spending in recent years to implement new automotive
programs and expand facilities manufacturing material handling equipment.
Amortization. Amortization was $16.9 million in 1999, $12.3 million in the
nine months ended November 30, 1998 and $3.8 million in the three months ended
February 28, 1998. Although the amounts are similar from year to year, they are
not comparable for two reasons. Prior to the Acquisition, the Company was
amortizing reorganization value in excess of amounts allocable to identifiable
assets of $65.1 million over four years. In accordance with purchase accounting,
this asset was not allocated a fair value in the Acquisition. The excess of
acquired net assets over cost (goodwill) of $241.2 million, which resulted from
the Acquisition, is being amortized over 15 years. Secondly, the acquisition of
Carpenter as of March 1, 1999, which was accounted for as a purchase, resulted
in goodwill of $16.2 million, which is also being amortized over 15 years.
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Divestitures. The Company recorded a non-cash provision of $21.4 million,
primarily related to the impairment of recorded asset values (including
goodwill) of the Divested Divisions, which was recognized because as of November
30, 1999, the expected net realizable value of these divisions was estimated to
be insufficient to recover their carrying value.
Interest Expense. Interest expense was $49.1 million in 1999, $36.3 million
in the nine months ended November 30, 1998 and $6.9 million in the three months
ended February 28, 1998 (a total of $43.2 million). The increase is due to the
increased debt related to the Acquisition as discussed above and to the
acquisition of Carpenter in 1999.
Income (Loss) Before Taxes. Income (loss) before taxes was $(20.4) million
in 1999 and $(19.1) million and $4.9 million in the nine months ended November
30, 1998 and the three months ended February 28, 1998, respectively. These items
contributed to the decrease in income (loss) before taxes and affect
comparability between 1999 and 1998:
- A provision for impaired assets held for sale of $21.4 million in 1999
and weaker operating results from the Divested Divisions in 1999;
- Special management compensation expenses relating to the Acquisition of
$28.9 million in 1998;
- An increase in interest expense of approximately $5.8 million, which
related primarily to the increased debt resulting from the acquisition of
Carpenter in 1999 and lower debt in the period prior to the Acquisition
in 1998; and
- Increases in the income before tax in the Automotive and Technologies
Segments, as described above, of $1.8 million and $5.0 million,
respectively, were more than offset by poorer results of operations of
$13.2 million and $4.8 million in the Machinery and Minerals Segments,
respectively.
Income Taxes (Benefit). Income taxes (benefit) in 1999, the nine months
ended November 30, 1998 and the three months ended February 28, 1998 were $(2.8)
million, $(4.7) million and $4.1 million, respectively. However, the Acquisition
affects the comparability of income taxes and the effective tax rates. In the
first quarter of 1998, the amortization of the reorganization value in excess of
amounts allocable to identifiable assets was not deductible for tax purposes.
Due to the election to treat the sale of stock in the Acquisition as the sale of
assets, a substantial portion of the amortization of the excess of acquired net
assets over cost is deductible for tax purposes. However, that portion changes
over time as liabilities, which were contingent for tax purposes at the time of
the Acquisition, are resolved. In addition, the impairment of goodwill in 1999
resulted in a reduced tax benefit.
Net Income (Loss). Net income (loss) in 1999, the nine months ended
November 30, 1998 and the three months ended February 28, 1998 was $(17.6)
million, $(14.4) million and $0.8 million, respectively. However, in 1999, net
income has been significantly impacted by the effects of a non-cash provision of
$21.4 million, primarily related to the impairment of net asset of operations to
be sold. In 1998, net income was similarly impacted by the effects of the
Acquisition on management compensation -- special. The comparability of
depreciation, amortization, interest expense and income taxes has been affected
by the Acquisition on February 24, 1998, as the financial statements for the
first quarter of 1998 were prepared on a different basis.
The net loss applicable to common shareholders was increased by $10.6
million in 1999 and $7.4 million in the nine months ended November 30, 1998 for
preferred stock dividends accreted. Since the Preferred Stock was issued upon
the Acquisition, net income (loss) for the three months ended February 28, 1998
was not impacted. Increases in the income before tax in the Automotive and
Technologies Segments described above of $1.8 million and $5.0 million,
respectively, were more than offset by poorer results of operations of $13.2
million and $4.8 million in the Machinery and Minerals Segments, respectively.
Financial Condition
EBITDA
The Company's EBITDA is defined for purposes hereof as earnings before
interest expense, income taxes, depreciation and amortization, and certain items
determined by management to be in the nature of nonrecurring
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items -- namely, management compensation - special, gains from insurance
settlement, (gain) loss on sale of divisions, charge for impairment of net
assets of operations to be sold and non-cash items relating to LIFO adjustments
and accruals for the Company's stock appreciation rights plan. EBITDA, as
defined herein, may not be comparable to similarly titled measures reported by
other companies and should not be construed as an alternative to operating
income or cash flows from operating activities, as determined by generally
accepted accounting principles, as a measure of the Company's operating
performance or liquidity, respectively. Funds depicted by EBITDA are not
available for management's discretionary use to the extent they are required for
debt service and other commitments.
EBITDA is $106.1 million for fiscal year 2000, $115.4 million for fiscal
year 1999 and $114.4 million for fiscal year 1998. Excluding the Divested
Divisions, EBITDA was $104.9 million in fiscal year 2000, $106.2 million in
fiscal year 1999 and $100.0 million in fiscal year 1998. In 2000, EBITDA gains
in the Machinery and Minerals segments were largely offset by reduced EBITDA in
the Technologies Segment. The Automotive Segment EBITDA was flat from 1999 to
2000. The increase in EBITDA from 1998 to 1999 is largely attributable to the
acquisition of Carpenter in March in 1999.
EBITDA OUTLOOK FOR 2001
The Company is projecting fiscal year 2001 EBITDA to be $95.0 million, a
decrease of approximately 10.5% from fiscal year 2000 EBITDA. The decrease is
expected as a result of sharply reduced sales in the Automotive and Machinery
Segments due to the economic downturn.
If all or a portion of the Machinery Segment is sold during fiscal year
2001, such sale could adversely impact EBITDA by as much as 4%. A further
slowing of the economy and a failure of energy prices to moderate could also
adversely impact EBITDA for fiscal year 2001.
OPERATING ACTIVITIES
Net cash provided by operating activities for the fiscal year ended
November 30, 2000 was $50.7 million compared to $46.9 million for the comparable
1999 period. The increase in net inflow of cash from operating activities in the
fiscal year 2000 period occurred largely as a result of changes in the balances
of certain current assets and liabilities. Receivables decreased $10.3 million
principally due to more diligent collection efforts and lower revenue levels in
the last several months of 2000 compared to the same period in 1999. Inventories
increased $7.8 million mainly as a result of an increase in work in process
inventory. The increase in inventories was offset by an $11.1 million increase
in accounts payable as the Company continued to emphasize better management of
its working capital position. Accrued liabilities decreased $24.0 million due to
expenditures related to divisions which have been divested, reduced employee
benefit accruals, reduced management bonuses, and the last payment made for
stay-put bonuses related to the Acquisition.
INVESTING ACTIVITIES
Investing activities provided $35.3 million in cash during fiscal year
2000, compared to 1999 where $95.5 million was used, of which $60.3 million was
applied to the Carpenter acquisition. During fiscal year 2000, the Company sold
certain divisions generating net proceeds of $85.0 million. The divisions that
were sold were deemed to be non-core businesses. The Company also purchased the
assets of the depleted zinc business of Isonics Corporation and the stock of
Blue Star Battery Systems Corporation, a manufacturer of special purpose
batteries. The aggregate cost of these acquisitions was 12.3 million in cash and
$1.5 million in contingent payments over three years. Capital expenditures
amounted to $41.9 million for fiscal year 2000 as the Company continued to
invest in plant and equipment needed for future business requirements. Such
capital expenditures generally relate to new product launches at the Hillsdale
Division and capacity expansion at the Wolverine Division and improved
manufacturing efficiencies and general maintenance items in all segments.
FINANCING ACTIVITIES
The Company used $88.6 million for financing activities in fiscal year 2000
while $44.9 million was provided from these activities in fiscal year 1999. The
Company repaid $61.8 million under its revolving credit
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facilities and permanently repaid $24.4 million under its long-term debt
obligations. The Company also purchased stock from a former senior officer for
$2.4 million. Scheduled debt payments, excluding the Receivables Agreement which
is expected to be renewed upon maturity, for fiscal years 2001 and 2002 are
$22.6 million and $27.7 million, respectively.
EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
Earnings to fixed charges and preferred stock dividends ("Ratio") were
1.01x in 2000, .49x in 1999, .41x in the nine months ended November 30, 1998 and
1.69x in the three months ended February 28, 1998. In 2000, if the insurance
proceeds and the gain on the sale of divisions was excluded, the Ratio would be
.70x and earnings would not be sufficient to cover fixed charges and preferred
stock dividends by $18.4 million. In 1999, earnings were not sufficient to cover
fixed charges and preferred stock dividends by $31.0 million. However, excluding
the impairment of the net assets of operations held for sale, this shortfall is
reduced to $9.5 million and the Ratio is improved to .84x. The ratio for the
year ended November 30, 1998 is .58x and earnings were not sufficient to cover
fixed charges and preferred stock dividends by $21.5 million. However, excluding
the Management Compensation -- Special expenses related to the Acquisition, the
Ratio is improved to 1.14x.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash flow from operations and available credit facilities are
considered adequate to fund both the short-term and long-term capital needs of
the Company. As of November 30, 2000, the company had $71.8 million available to
be drawn under its Revolving Facility and $4.0 million available to be drawn
under its Receivables Agreement. In addition, the Company's European operations
had several unsecured lines of credit totaling $6.9 million of which $2.9
million was available to draw as of November 30, 2000. Certain of the Company's
European operations did not meet the terms of the European credit agreements as
of November 30, 2000; however, the Company has obtained the necessary waivers
from the lender. The Company was in compliance with the covenants of its Credit
Agreement and Subordinated Notes.
Subsequent to fiscal year end 2000, the Company obtained an amendment to
the Receivable Agreement which reduced the loan commitment from $75 million to
$50 million. This reduction is not anticipated to impact materially the
Company's total liquidity. Availability under the Receivables Agreement is
determined based on a formula of total receivables outstanding as of a certain
date. Due to the Company selling the Divested Divisions during fiscal year 2000,
the Company's total availability was reduced. The reduction in the Loan
Commitment will reduce the overall fees paid under the Receivables Agreement. As
of November 30, 2000, total availability under this facility was $46.8 million
of which the Company had drawn $42.8 million.
In addition, subsequent to fiscal year end 2000, the Company has entered
into various interest rate swap agreements to manage its variable interest rate
exposure. Per the terms of the swap agreements, the Company exchanges, at
specified intervals, the difference between fixed and variable interest amounts
based on a notional amount of $90 million. The swap agreements effectively fix
the interest rate on $90 million of the debt under the Credit Agreement at a
weighted average interest rate of 5.678% beginning March 5, 2001 and maturing
December 15, 2003.
The Company has reached an agreement in principle to settle the last
remaining claim from Chapter 11 reorganization. It is anticipated the second and
final bankruptcy distribution of approximately $10.6 million will be made in
2001, after the settlement of this last claim is final.
The Company's results of operations in fiscal year 2001 may be adversely
affected by the continuing economic slowdown currently being experienced
throughout all industry segments in the United States. The economic slowdown,
along with the contractual tightening of the Interest Coverage Ratio requirement
under the Company's Credit Agreement beginning in the quarter ended February 28,
2001, places the Company at risk of not being able to comply with all of the
covenants of the Credit Agreement. In the event the Company cannot comply with
the terms of the Credit Agreement as currently written, it will be necessary for
the Company to obtain a waiver or renegotiate its loan covenants. Based on the
Company's discussions with its lenders, the Company believes it would be able to
renegotiate the terms of the existing Credit Agreement, but there can be no
assurance that such negotiations will be successful. Any agreement to amend the
covenants will likely require a
26
27
payment of a fee and increase the interest rates payable by the Company on its
debt under both the Credit Agreement and the Receivables Agreement. The amount
of such fee and increase would be determined in the negotiations for the
amendment.
The Receivables Agreement has a term of 364 days and it is expected to be
renewed for an additional 364 days upon maturity.
Other
EURO CONVERSION
On January 1, 1999, eleven members of the European Union adopted the euro
as their common legal currency and established fixed conversion rates between
their existing local currencies and the euro. During the transition period,
which runs from January 1, 1999 through December 31, 2002, transactions may take
place using either the euro or a local currency. However, conversion rates will
no longer be computed directly from one local currency to another, but be
converted from one local currency into an amount denominated in euro, then be
converted from the euro denominated amount into the second local currency. On
July 1, 2002, the local currencies will no longer be legal tender for any
transactions.
The Company has both operating divisions and domestic export customers
located in Europe. In 2000, combined revenues from these sources were
approximately 13% of total revenues. The Company has operations in Germany and,
until May 31, 2000, had operations in Spain, which are participating in the euro
conversion, and in the United Kingdom, which has elected not to participate at
this time. Certain of our European operations have adopted the euro as their
reporting currency, although many transactions, such as payroll, some billing
and vendor invoicing, still occur in local currencies. The remaining operations
located in the participating countries plan to make the euro the functional
currency sometime during the transition period. The costs associated with the
conversion to date have not been material.
The Company is currently assessing the competitive impact of the euro
conversion on the Company's operations, both in Europe and in the United States.
In markets where sales are made in U.S. dollars, there may be pressures to
denominate sales in the euro, however, exchange risks resulting from these
transactions could be mitigated through hedging. Pressures to price products in
euros may be more urgent for operations located in the United Kingdom,
particularly in the automotive industry, as the European automotive industry is
somewhat dominated by German companies. The currency risk to the operations
located in the United Kingdom could also be hedged, however the risk is greater
on a regional level that the hedging could result in additional costs that could
harm the cost competitiveness of those operations.
NEW ACCOUNTING STANDARDS
In June 1998 and June 2000, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" and SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities." These statements
establish accounting and reporting standards requiring that every derivative
instrument be recorded on the balance sheet as either an asset or liability
measured at its fair value. The accounting for changes in a derivative's fair
value depends on the intended use of the derivative and the resulting
designation. The Company adopted the provisions of these statements in the first
quarter of the fiscal year ending November 30, 2001. The Company adoption of
these new standards did not have a material impact on the Company's results of
operations, financial position or cash flows.
In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities -- a
replacement of FASB Statement No. 125" ("SFAS 140"). SFAS 140 revises the
standards for accounting for securitizations and other transfers of financial
assets and collateral and requires certain disclosures, but it carries over most
of SFAS 125's provisions without reconsideration. This Statement is effective
for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001. This Statement is effective for
recognition and reclassification of collateral and for disclosures relating to
securitization transactions and collateral for fiscal years ending after
December 15, 2000. The Company is currently analyzing this new standard.
27
28
FORWARD LOOKING STATEMENTS
This report contains statements which, to the extent that they are not
statements of historical fact, constitute "forward looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E
of the Securities Exchange Act of 1934. The words "estimate," "anticipate,"
"project," "intend," "believe," "expect," and similar expressions are intended
to identify forward-looking statements. Forward looking statements in this
report include, but are not limited to, any statements under heading "Outlook
for 2001." Such forward-looking information involves risks and uncertainties
that could cause actual results to differ materially from those expressed in any
such forward-looking statements. These risks and uncertainties include, but are
not limited to, the ability of the Company to maintain existing relationships
with customers, demand for the Company's products, the ability of the Company to
successfully implement productivity improvements and/or cost reduction
initiatives, the ability of the Company to develop, market and sell new
products, the ability of the Company to obtain raw materials, increased
government regulation or changing regulatory policies resulting in higher costs
and/or restricting output, increased price competition, currency fluctuations,
general economic conditions, acquisitions and divestitures, technological
developments and changes in the competitive environment in which the Company
operates. Persons reading this report are cautioned that such forward-looking
statements are only predictions and that actual events or results may differ
materially.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
RISK MANAGEMENT ACTIVITIES
The Company is exposed to market risk including changes in interest rates,
currency exchange rates and commodity prices. The Company uses derivative
instruments to manage its interest rate and foreign currency exposures. The
Company does not use derivative instruments for speculative or trading purposes.
Generally, the Company enters into hedging relationships such that changes in
the fair values or cash flows of items and transactions being hedged are
expected to be offset by corresponding changes in the values of the derivatives.
Interest Rate Management
The Company enters into interest rate swap agreements to manage interest
rate costs and risks associated with changing interest rates. The differential
to be paid or received under these agreements is accrued and recognized as
adjustments to interest expense. The fair value of the swap agreements and
changes in the fair value as a result of changes in market interest rates are
not recognized in the Company's financial statements. At November 30, 2000, the
Company had an interest rate swap agreement outstanding with a commercial bank
having a notional principal amount of $150 million. This agreement effectively
changed the interest rate exposure on $150 million of the Company's floating
debt to a fixed rate of 5.805% plus the applicable spread. This agreement
matured February 26, 2001. Subsequent to fiscal year end 2000, the Company
entered into various interest rate swap agreements with a commercial bank having
a total notional amount of $90 million. The effective dates of these agreements
are March 5, 2001 and March 15, 2001 and they mature December 5, 2003 and
December 15, 2003, respectively. These agreements effectively change the
interest rate exposure on $90 million of the Company's floating debt to a fixed
rate of 5.678% plus the applicable spread. The Company anticipates entering into
additional interest rate swap agreements through the maturity date of the Credit
Agreement. The remaining amount of loans outstanding under the Credit Agreement
bear interest at the floating rates as described in Note G to the Consolidated
Financial Statements contained in Item 8. In addition, the Company has loans
outstanding under the Receivables Agreement which bears interest at variable
rates equal to market rates on commercial paper having a term similar to
applicable interest periods. Accordingly, the combined effect of a 1% increase
in an applicable index rates would result in additional interest expense of
approximately $.7 million annually, assuming no change in the level of
borrowings.
The Company does not hold collateral for these instruments and therefore is
exposed to credit loss in the event of nonperformance by the other party to the
interest rate swap agreement. However, the Company does not anticipate any such
nonperformance.
The following table presents information for all dollar-denominated
interest rate instruments. In addition, the Company has several working capital
facilities denominated in multiple currencies (see Note G to the
28
29
Consolidated Financial Statement in Item 8). The fair value presented below
approximates the cost to settle the outstanding contract.
EXPECTED MATURITY DATE
----------------------------------------------------------------------------
(IN MILLIONS OF DOLLARS) 2001 2002 2003 2004 2005 THEREAFTER TOTAL FAIR VALUE
------------------------ ------ ---- ---- ----- ---- ---------- ----- ----------
LIABILITIES
Long-Term Debt
Variable Rate Debt ($)...... 65.4 27.7 25.6 107.5 11.8 0 238.0 238.0
Average Interest Rate..... 8.5% 8.5% 8.5% 8.1% 4.7% 0 8.3%
Fixed Rate ($).............. 220.0 220.0 100.0
Average Interest Rate..... 9.4% 9.4% 9.4% 9.4% 9.4% 9.4% 9.4%
INTEREST RATE DERIVATIVES
Interest Rate Swaps
Variable to Fixed ($)....... 150.00 90.0 240.0 0.3
Average Pay Rate.......... 5.81% 5.68% 5.73%
Average Receive Rate...... 6.62% 6.72% 6.69%
Currency Rate Management
The Company has operations and sells its products in a number of countries
and, as a result, is exposed to changes in foreign currency exchange rates. The
Company uses forward contracts to hedge a portion of its forecasted sales,
generally within the next 12 months. The Company manages most of these exposures
on a consolidated basis, which allows netting certain exposures to take
advantage of any natural offsets. To the extent the net exposures are not
hedged, forward contracts are used. During the fiscal year ended November 30,
2000, gains and losses on contracts that became due were included in the
measurement of the related foreign currency transactions. As of November 30,
2000, gains and losses on the fair value of the futures contracts being held
have not been recorded by the Company in the financial statements. As of
November 30, 2000, all forecasted transactions being hedged are expected to
occur in fiscal year 2001. The Company's principal areas of exposure are related
to sales denominated in the currencies of Europe, Mexico and Canada, with the
majority of this exposure related to European currencies.
Foreign exchange forward contracts are legal agreements between two parties
to purchase and sell a foreign currency, for a price specified at the contract
date. The foreign exchange forward contracts require the Company to exchange
foreign currencies for U.S. dollars or vice versa, and generally mature in
twelve months or less. As of November 30, 2000, the Company had outstanding
foreign exchange forward contracts with aggregate notional amounts of $30.1
million. Unrealized gains or losses on these contracts, based on prevailing
financial market information as of November 30, 2000, were not material.
Credit Risk
As part of its ongoing control procedures, the Company monitors
concentrations of credit risk associated with financial institutions with which
it conducts business. Credit risk is minimal as credit exposure is limited with
any single high quality financial institution to avoid concentration. The
Company also monitors the creditworthiness of its customers to which it grants
credit terms in the normal course of business. Concentrations of credit risk
associated with these trade receivables are considered minimal due to the
Company's geographically diverse customer base. Bad debts have been minimal. The
Company does not normally require collateral or other security to support credit
sales.
29
30
ITEM 8. FINANCIAL STATEMENTS.
EAGLE-PICHER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
THREE MONTHS
NINE MONTHS ENDED
YEAR ENDED YEAR ENDED ENDED FEBRUARY 28,
NOVEMBER 30, NOVEMBER 30, NOVEMBER 30, 1998
2000 1999 1998 PREDECESSOR
------------ ------------ ------------ ------------
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
NET SALES.............................. $837,580 $913,261 $645,984 $205,842
-------- -------- -------- --------
OPERATING COSTS AND EXPENSES
Cost of products sold (exclusive of
depreciation shown separately
below)............................... 667,940 725,840 502,973 162,796
Selling and administrative............. 65,655 75,155 58,460 17,141
Management compensation -- special..... 1,560 556 26,808 2,056
Insurance settlement................... (16,000) -- -- --
Divestitures........................... (3,149) 21,407 -- --
Depreciation........................... 45,909 48,261 29,926 8,983
Amortization of intangibles............ 16,218 16,930 12,317 3,839
Other.................................. (399) 30 30 --
-------- -------- -------- --------
777,734 888,179 630,514 194,815
-------- -------- -------- --------
OPERATING INCOME....................... 59,846 25,082 15,470 11,027
Interest expense....................... (47,362) (49,060) (36,313) (6,940)
Other income........................... 126 3,591 1,779 820
-------- -------- -------- --------
INCOME (LOSS) BEFORE TAXES............. 12,610 (20,387) (19,064) 4,907
INCOME TAXES (BENEFIT)................. 7,000 (2,800) (4,700) 4,100
-------- -------- -------- --------
NET INCOME (LOSS).................... 5,610 (17,587) (14,364) 807
PREFERRED STOCK DIVIDENDS ACCRETED..... (11,848) (10,569) (7,382) --
-------- -------- -------- --------
INCOME (LOSS) APPLICABLE TO COMMON
SHAREHOLDERS......................... $ (6,238) $(28,156) $(21,746) $ 807
======== ======== ======== ========
BASIC EARNINGS (LOSS) APPLICABLE TO
COMMON SHAREHOLDERS.................. $ (6.26) $ (28.16) $ (21.74) $ .08
======== ======== ======== ========
See accompanying notes to consolidated financial statements.
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EAGLE-PICHER HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
NOVEMBER 30
2000 1999
----------- -----------
(IN THOUSANDS OF DOLLARS)
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................... $ 7,467 $ 10,071
Receivables, less allowances of $1,263 in 2000 and $1,377 in
1999...................................................... 112,380 122,499
Inventories................................................. 103,518 90,499
Net assets of operations to be sold......................... -- 64,201
Prepaid expenses............................................ 7,434 7,063
Deferred income taxes....................................... 12,860 16,665
-------- --------
Total Current Assets.............................. 243,659 310,998
-------- --------
PROPERTY, PLANT AND EQUIPMENT
Land and land improvements.................................. 16,391 16,360
Buildings................................................... 88,926 68,889
Machinery and equipment..................................... 220,369 218,526
Construction in progress.................................... 25,362 16,003
-------- --------
351,048 319,778
Less accumulated depreciation............................... 102,387 67,318
-------- --------
Net Property, Plant and Equipment.................... 248,661 252,460
EXCESS OF ACQUIRED NET ASSETS OVER COST, net of accumulated
amortization of $42,089 in 2000 and $26,212 in 1999....... 196,864 205,565
OTHER ASSETS................................................ 86,178 72,977
-------- --------
TOTAL ASSETS...................................... $775,362 $842,000
======== ========
See accompanying notes to consolidated financial statements.
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32
EAGLE-PICHER HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
NOVEMBER 30
2000 1999
----------- -----------
(IN THOUSANDS OF DOLLARS,
EXCEPT PER SHARE DATA)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable............................................ $ 63,262 $ 50,588
Long-term debt -- current portion........................... 65,358 86,318
Compensation and employee benefits.......................... 21,057 26,696
Income taxes................................................ 2,682 2,291
Reorganization items........................................ 10,550 11,316
Other accrued liabilities................................... 35,894 25,857
-------- --------
Total Current Liabilities......................... 198,803 203,066
LONG-TERM DEBT, less current portion........................ 392,573 457,761
DEFERRED INCOME TAXES....................................... 10,278 10,086
OTHER LONG-TERM LIABILITIES................................. 24,707 23,820
-------- --------
TOTAL LIABILITIES................................. 626,361 694,733
-------- --------
11 3/4% CUMULATIVE REDEEMABLE EXCHANGEABLE PREFERRED STOCK:
Authorized 50,000 Shares; issued and outstanding 14,191
Shares; mandatorily redeemable @$10,000 per share on March
1, 2008................................................... 109,804 97,956
-------- --------
SHAREHOLDERS' EQUITY
Class A Common Stock, voting -- $.01 par value each:
authorized 625,001 shares; issued and outstanding 625,001
shares.................................................... 6 6
Class B Common Stock, nonvoting -- $.01 par value each:
authorized 374,999 shares; issued and outstanding 374,999
shares.................................................... 4 4
Additional paid-in capital.................................. 99,991 99,991
Deficit..................................................... (56,140) (49,902)
Accumulated other comprehensive income (loss)............... (2,293) (788)
-------- --------
41,568 49,311
Treasury stock, at cost: 11,500 shares at November 30,
2000...................................................... (2,371) --
-------- --------
TOTAL SHAREHOLDERS' EQUITY........................ 39,197 49,311
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........ $775,362 $842,000
======== ========
See accompanying notes to consolidated financial statements.
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EAGLE-PICHER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS
NINE MONTHS ENDED
YEAR ENDED YEAR ENDED ENDED FEBRUARY 28,
NOVEMBER 30, NOVEMBER 30, NOVEMBER 30, 1998
2000 1999 1998 PREDECESSOR
------------ ------------ ------------ -------------
(IN THOUSANDS OF DOLLARS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).......................... $ 5,610 $ (17,587) $(14,364) $ 807
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization............ 65,373 68,764 44,309 12,822
Proceeds from insurance settlements...... -- -- 14,784 --
Divestitures............................. (3,149) 21,407 -- --
Changes in assets and liabilities, net of
effects of acquisitions and
divestitures:
Receivables......................... 10,318 6,580 3,426 (3,681)
Inventories......................... (7,823) (8,502) 4,378 (2,235)
Deferred income taxes............... 3,997 (9,400) (11,900) 2,600
Accounts payable.................... 11,061 (1,947) 1,522 (2,787)
Accrued liabilities................. (23,952) (9,430) 25,983 (5,488)
Other............................... (10,732) (2,957) 7,409 (11,121)
-------- --------- -------- ---------
Net cash provided by (used in)
operating activities.............. 50,703 46,928 75,547 (9,083)
-------- --------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of divisions........... 85,048 12,400 7,872 --
Acquisitions............................... (12,306) (60,251) -- --
Capital expenditures....................... (41,943) (47,037) (26,260) (5,692)
Other...................................... 4,464 (583) 1,770 (1,042)
-------- --------- -------- ---------
Net cash provided by (used in)
investing activities.............. 35,263 (95,471) (16,618) (6,734)
-------- --------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt................. -- -- -- 445,000
Reduction of long-term debt................ (24,374) (140,776) (5,600) (250,000)
Borrowings (repayments) under revolving
credit agreements........................ (61,774) 187,614 (57,181) 78,740
Redemption of common stock................. -- -- -- (446,638)
Issuance of common stock................... -- -- -- 100,001
Issuance of preferred stock................ -- -- -- 80,005
Purchase of treasury shares................ (2,371) -- -- --
Debt issuance costs........................ (51) (1,905) (1,435) (26,062)
-------- --------- -------- ---------
Net cash provided by (used in)
financing activities.............. (88,570) 44,933 (64,216) (18,954)
-------- --------- -------- ---------
Net decrease in cash and cash equivalents.... (2,604) (3,610) (5,287) (34,771)
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD..................................... 10,071 13,681 18,968 53,739
-------- --------- -------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD..... $ 7,467 $ 10,071 $ 13,681 $ 18,968
======== ========= ======== =========
See accompanying notes to consolidated financial statements.
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EAGLE-PICHER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED NOVEMBER 30, 2000 AND 1999, NINE MONTHS ENDED NOVEMBER 30, 1998 AND
THREE MONTHS ENDED FEBRUARY 28, 1998
ACCUMULATED
CLASS A CLASS B ADDITIONAL OTHER
COMMON COMMON COMMON PAID-IN TREASURY COMPREHENSIVE
STOCK STOCK STOCK CAPITAL STOCK DEFICIT INCOME (LOSS)
------- ------- --------- ---------- -------- --------- -------------
(IN THOUSANDS OF DOLLARS)
BALANCE NOVEMBER 30, 1997...... $-- $-- $ 341,807 $ -- $ -- $ (3,854) $(1,836)
Comprehensive Income:
Net income................. -- -- -- -- -- 807 --
Foreign currency
translation.............. -- -- -- -- -- -- (1,809)
Redemption of common stock... (341,807) -- -- (104,831) --
Issuance of common stock..... 6 4 -- 99,991 -- -- --
Revaluation of net assets due
to effects of the
Acquisition................ -- -- -- -- -- 107,878 3,645
-- -- --------- ------- ------- --------- -------
BALANCE FEBRUARY 28, 1998...... 6 4 -- 99,991 -- -- --
Comprehensive Income:
Net loss................... -- -- -- -- -- (14,364) --
Foreign currency
translation.............. -- -- -- -- -- -- 2,357
Preferred stock dividend
accretion.................. -- -- -- -- -- (7,382) --
-- -- --------- ------- ------- --------- -------
BALANCE NOVEMBER 30, 1998...... 6 4 -- 99,991 -- (21,746) 2,357
Comprehensive Income:
Net income................. -- -- -- -- -- (17,587) --
Foreign currency
translation.............. -- -- -- -- -- -- (3,145)
Preferred stock dividend
accretion.................. -- -- -- -- -- (10,569) --
-- -- --------- ------- ------- --------- -------
BALANCE NOVEMBER 30, 1999...... 6 4 -- 99,991 -- (49,902) (788)
Comprehensive Income:
Net income................. -- -- -- -- -- 5,610 --
Foreign currency
translation.............. -- -- -- -- -- -- (1,505)
Purchase of treasury stock... -- -- -- -- (2,371) -- --
Preferred stock dividend
accretion.................. -- -- -- -- -- (11,848) --
-- -- --------- ------- ------- --------- -------
BALANCE NOVEMBER 30, 2000...... $6 $4 $ -- $99,991 $(2,371) $ (56,140) $(2,293)
== == ========= ======= ======= ========= =======
TOTAL TOTAL
SHAREHOLDERS' COMPREHENSIVE
EQUITY INCOME (LOSS)
------------- -------------
(IN THOUSANDS OF DOLLARS)
BALANCE NOVEMBER 30, 1997...... $ 336,117 $ (5,690)
========
Comprehensive Income:
Net income................. 807 $ 807
Foreign currency
translation.............. (1,809) (1,809)
Redemption of common stock... (446,638) --
Issuance of common stock..... 100,001 --
Revaluation of net assets due
to effects of the
Acquisition................ 111,523 --
--------- --------
BALANCE FEBRUARY 28, 1998...... 100,001 $ (1,002)
========
Comprehensive Income:
Net loss................... (14,364) $(14,364)
Foreign currency
translation.............. 2,357 2,357
Preferred stock dividend
accretion.................. (7,382) --
--------- --------
BALANCE NOVEMBER 30, 1998...... 80,612 $(12,007)
========
Comprehensive Income:
Net income................. (17,587) $(17,587)
Foreign currency
translation.............. (3,145) (3,145)
Preferred stock dividend
accretion.................. (10,569) --
--------- --------
BALANCE NOVEMBER 30, 1999...... 49,311 $(20,732)
========
Comprehensive Income:
Net income................. 5,610 $ 5,610
Foreign currency
translation.............. (1,505) (1,505)
Purchase of treasury stock... (2,371) --
Preferred stock dividend
accretion.................. (11,848) --
--------- --------
BALANCE NOVEMBER 30, 2000...... $ 39,197 $ 4,105
========= ========
See accompanying notes to consolidated financial statements.
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EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED NOVEMBER 30, 2000 AND 1999, NINE MONTHS ENDED NOVEMBER 30, 1998 AND
THREE MONTHS ENDED FEBRUARY 28, 1998
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
A. SIGNIFICANT ACCOUNTING POLICIES
Purchase Accounting
Eagle-Picher Holdings, Inc. ("EP Holdings") acquired Eagle-Picher
Industries, Inc. ("EPI") on February 24, 1998 ("Acquisition") (See Note B). EPI,
which is the operating entity, is a wholly-owned subsidiary of the EP Holdings,
which was formed as an acquisition vehicle. EP Holdings' results of operations
and cash flows approximate those of EPI. Unless the context indicates otherwise,
the term the "Company" as used herein refers to EP Holdings and its
subsidiaries.
The Acquisition was accounted for as a purchase. The purchase price has
been allocated to the assets and liabilities of the Company based on their
respective fair values as determined primarily by independent appraisals. The
excess of the purchase price over the assessed values of the net assets was
allocated to Excess of Acquired Net Assets Over Cost and is being amortized over
15 years. As a result, the consolidated financial statements relating to
operations after the Acquisition are not comparable to those prior to the
Acquisition. Periods prior the Acquisition have been labeled "Predecessor."
The consolidated financial statements as of and for the three months ended
February 28, 1998 include the effects of the Acquisition as of February 24,
1998. Accordingly, the consolidated statement of income (loss) for the three
months ended February 28, 1998 includes results of operations from (1) December
1, 1997 through February 24, 1998 of EPI prior to the consummation of the
Acquisition (for clarity, sometimes referred to herein as the "Predecessor
Company") and (2) the four days ended February 28, 1998 of the Company, which
have been reflected as Predecessor Company due to their immaterial impact on the
results of operations and cash flows.
Principles of Consolidation
The consolidated financial statements of the Company include the accounts
of the Company's subsidiaries which are more than 50% owned and controlled.
Intercompany accounts and transactions have been eliminated. Investments in
unconsolidated affiliates which are at least 20% owned and over which the
Company exercises significant influence are accounted for using the equity
method.
Revenue Recognition
The Company recognizes revenue when risk and title passes to the customer
which is generally upon shipment of products except for certain products sold
under cost-reimbursable contracts and subcontracts with various United States
Government agencies and aerospace and defense contractors. On cost-reimbursable
contracts, sales are recognized as costs are incurred and include a portion of
the total estimated earnings to be realized in the ratio that costs incurred
relate to total estimated costs. On fixed-price contracts, sales are recognized
using the percentage of completion method, when deliveries are made or upon
completion of specified tasks. Contract losses are provided for in their
entirety in the period they become known, without regard to the
percentage-of-completion.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect amounts reported in the
consolidated financial statements and accompanying notes. Actual results could
differ from those estimates.
35
36
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Cash and Cash Equivalents
Marketable securities with original maturities of three months or less are
considered to be cash equivalents.
Financial Instruments
The Company's financial instruments consist primarily of investments in
cash and cash equivalents, receivables and certain other assets as well as
obligations under accounts payable, long-term debt and preferred stock. The
carrying values of these financial instruments, with the exception of long-term
debt and preferred stock, approximate fair value (See Notes G and I).
Financial instruments, which potentially expose the Company to
concentrations of credit risk, consist primarily of cash and cash equivalents
and trade accounts receivable. The Company conducts periodic credit evaluations
of its customers' financial condition and generally does not require collateral.
The Company's customer base includes all significant automotive manufacturers
and their first tier suppliers in North America and Europe. Although the Company
is directly affected by the well-being of the automotive industry, management
does not believe significant credit risk existed at November 30, 2000.
From time to time, the Company enters into interest rate swaps and currency
forwards contracts in its management of interest costs and foreign currency
exposures. Interest differentials to be paid or received under interest rate
swaps are recognized over the life of the underlying agreement or indebtedness,
respectively, as adjustments to interest expense. Gains and losses on currency
contracts are included in income as they mature.
Inventories
Inventories are valued at the lower of cost or market. A substantial
portion of domestic inventories are valued using the last-in first-out ("LIFO")
method while the balance of the Company's inventories are valued using the
first-in first-out method.
Property, Plant and Equipment
The Company records its investment in property, plant and equipment at
cost. The Company provides for depreciation of plant and equipment using the
straight-line method over the estimated lives of the assets which are generally
20 to 30 years for buildings and 3 to 10 years for machinery and equipment.
Improvements which extend the useful life of property are capitalized, while
repair and maintenance costs are charged to operations as incurred. In
accordance with purchase accounting, property, plant and equipment acquired in
the acquisition of a business, including property, plant and equipment in
service at February 24, 1998, are stated at fair value, based on independent
appraisals, as of the date of the acquisition.
Pre-Production Costs Related to Long-Term Supply Arrangements
The Company capitalizes costs incurred to design and develop molds, dies
and other tools to produce products that will be sold under long-term supply
arrangements, primarily in the automotive segment. The costs are amortized over
the life of the related programs. At November 30, 2000, the unamortized balance
of this asset was $3,212. Amounts at November 30, 1999 were not material.
The Company also capitalizes costs incurred to design and develop molds,
dies and other tools that it will sell to customers under long-term supply
arrangements. The Company is typically reimbursed for these costs. At November
30, 2000 and 1999, the unamortized balance of assets the Company will not own
were $5,601 and $2,632, respectively.
36
37
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Intangible Assets
The excess of acquired net assets over cost is being amortized on a
straight-line basis over 15 years. The recoverability of the asset is evaluated
periodically as events or circumstances indicate a possible inability to recover
its carrying amount. The intangible asset existing prior to February 28, 1998
was being amortized using the straight-line method over four years.
Accounting for Long-Lived Assets
Impairment losses are recorded on long-lived assets used in operations when
impairment indicators are present and the undiscounted cash flows estimated to
be generated by those assets are less than the carrying value of such assets.
Environmental Remediation Costs
The Company accrues for environmental expenses resulting from existing
conditions relating to operations when the costs are probable and can be
reasonably estimated. The estimated liabilities are not discounted or reduced
for possible recoveries from insurance carriers.
Research and Development
Research and Development expenditures are expensed as incurred. Research
and development expense was $11,700 in 2000, $13,300 in 1999 and $14,100 in
1998.
Income Taxes
Income taxes are provided based upon income for financial statement
purposes. Deferred tax assets and liabilities are established based on the
difference between the financial statement and income tax bases of assets and
liabilities using existing tax rates.
Foreign Currency Translation
Assets and liabilities of foreign subsidiaries are translated at current
exchange rates, and income and expenses are translated using weighted average
exchange rates. Adjustments resulting from translation of financial statements
stated in local currencies generally are excluded from the results of operations
and included in Accumulated Other Comprehensive Income. Gains and losses from
foreign currency transactions are included in the determination of net income
(loss).
Reclassifications
Certain prior year amounts have been reclassified to conform with the 2000
consolidated financial statement presentation.
New Accounting Standards
In June 1998 and June 2000, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" and SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities." These statements
establish accounting and reporting standards requiring that every derivative
instrument be recorded on the balance sheet as either an asset or liability
measured at its fair value. The accounting for changes in a derivative's fair
value depends on the intended use of the derivative and the resulting
designation. The Company adopted the provisions of these statements in the first
quarter of the fiscal year ending November 30, 2001. The adoption of these new
standards did not have a material impact on the Company's results of operations,
financial position or cash flows.
37
38
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities -- a
replacement of FASB Statement No. 125" ("SFAS 140"). SFAS 140 revises the
standards for accounting for securitizations and other transfers of financial
assets and collateral and requires certain disclosures, but it carries over most
of SFAS 125's provisions without reconsideration. This Statement is effective
for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001. This Statement is effective for
recognition and reclassification of collateral and for disclosures relating to
securitization transactions and collateral for fiscal years ending after
December 15, 2000. The Company is currently analyzing this new standard.
B. ACQUISITION OF EAGLE-PICHER INDUSTRIES, INC.
On February 24, 1998, the Company, which is a majority-owned subsidiary of
Granaria Industries, B.V. ("Granaria Industries"), acquired the stock of EPI
from the Eagle-Picher Industries, Inc. Personal Injury Settlement Trust ("PI
Trust") for $702,500 in consideration. The PI Trust was established pursuant to
EPI's plan of reorganization ("Plan") and all of EPI's stock had been
transferred to the PI Trust upon EPI's emergence from bankruptcy in November
1996.
Fees and expenses related to the acquisition and the related financing
transactions were approximately $27,500, including fees of $7,300 paid to
Granaria Holdings B.V. ("Granaria Holdings"), which owns a majority of the
outstanding common stock of Granaria Industries, in connection for advisory
services related to structuring and financing the Acquisition.
C. EPI'S EMERGENCE FROM CHAPTER 11
The court order confirming EPI's plan of reorganization ("Confirmation
Order") became effective on November 29, 1996. The Confirmation Order contains a
permanent injunction which precludes holders of present and future asbestos or
lead-related personal injury claims from pursuing their claims against the
reorganized EPI. Those claims are being channeled to the PI Trust, which is an
independently administered qualified settlement trust which was established to
resolve and satisfy those claims.
The Plan also resulted in the discharge of pre-petition liabilities through
the distribution of cash and securities to the PI Trust and the other creditors.
It is anticipated that a final distribution of approximately $10,550 will be
made to the PI Trust and all other eligible unsecured claimants in 2001.
D. ACQUISITIONS AND DIVESTITURES
Acquisitions
During the 2000 fiscal year, the Company acquired the assets of the
depleted zinc businesses of Isonics Corporation and the stock of the Blue Star
Battery Systems Corporation, a manufacturer of special purpose batteries. These
acquisitions were made at an aggregate cost, including expenses, of $13,806,
consisting of $12,306 in cash and contingent cash payments of $500 annually for
three years. These acquisitions were financed from the Company's revolving
credit facility and were accounted for using the purchase method. The excess of
the purchase price over the assessed values of the net assets of $6,949 was
allocated to Excess of Acquired Net Assets Over Cost and is being amortized over
15 years.
In addition, the Company negotiated a warrant to acquire four million
shares of the common stock of the Isonics Corporation in exchange for materials
that were to be delivered in 2000. The Company elected to exercise its warrant
using a "cashless exercise" feature, whereby the Company claimed approximately
3.3 million shares of stock and paid for them by surrendering the remaining
warrant shares. The Company did not deliver the subject materials in 2000 as a
result of both mechanical and technical problems beyond its reasonable control.
Isonics has disputed the Company's exercise of the warrant and the Company's
right to retain the warrant shares.
38
39
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company accounted for this investment using the equity method. The impact of
this transaction on the Company's results of operations in 2000 was not
material.
In 1999, the Company acquired the stock of Charterhouse Automotive Group,
Inc., a holding company whose only operating subsidiary was Carpenter
Enterprises, Ltd. ("Carpenter"), a supplier of precision-machined components to
the automotive industry, for approximately $59,600 in cash and $12,700 of
existing indebtedness of Carpenter. The total cash requirements of the
Acquisition were $60,251, which includes transaction costs. The acquisition was
accounted for as a purchase. The excess of the purchase price over the assessed
values of the net assets of $16,445 was allocated to Excess of Acquired Net
Assets Over Cost and is being amortized over 15 years.
The following proforma for the years ended November 30, 1999 and 1998 gives
effect to the acquisition of Carpenter as if it had been consummated on December
1, 1998 and 1997, respectively. This information is not necessarily indicative
of either future results of operations or the results of operations that would
have occurred if those events had been consummated on the indicated dates.
NINE MONTHS ENDED THREE MONTHS ENDED
NOVEMBER 30, FEBRUARY 28,
1999 1998 1998
---------- ----------------- ------------------
(UNAUDITED)
Net sales........................... $ 944,800 $ 737,900 $ 231,800
Net income (loss)................... $ (18,000) $ (13,100) $ 1,100
Net income (loss) applicable common
shareholders...................... $ (28,500) $ (20,500) $ 1,100
Net income (loss) per common
share............................. $ (28.50) $ (20.50) $ .11
Average number of common share...... 1,000,000 1,000,000 9,600,071
Divestitures
The Company recognized amounts related to divestitures as follows:
2000 1999
-------- -------
Impairment of net assets of operations to be sold........... $ (6,000) $21,407
Gains on sales of divisions sold in 2000.................... (11,077) --
Losses recognized related to divisions sold in prior
years..................................................... 13,928 --
-------- -------
$ (3,149) $21,407
======== =======
On September 1, 1999, the Board of Directors approved a plan to explore the
sale of several smaller divisions to focus on core businesses. The divestitures
of all divisions included in the plan were completed in 2000. The aggregate net
proceeds of all the transactions were $85,048. The aggregate net gain resulting
from these transactions was approximately $17,077 representing the reversal of
asset impairment reserves of $6,000 and net gains of $11,077, which includes a
gain of $3,737 recognized in the fourth quarter resulting from the curtailment
of the Company's pension and postretirement plans (see Note M) related to the
divestitures.
In 1999, the Company recorded a non-cash provision of $21,407 primarily
related to the impairment of the recorded asset values because the expected net
realizable value of certain of the divisions for sale was estimated to be
insufficient to recover the related carrying values of those divisions. In
addition, the Company indemnified the buyers for certain liabilities related to
items such as environmental remediation and warranty issues. Liabilities for
certain of these amounts had been previously recorded by the company and
additional amounts
39
40
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
were recorded in 2000 when the divisions were sold. An analysis of the asset
impairment and recorded liabilities is as follows:
OTHER LIABILITIES
ASSET IMPAIRMENT RELATED TO DIVESTITURES TOTAL
---------------- ----------------------- -------
Original Charges....................... $20,530 $ 877 $21,407
2000 Activity:
Amounts offset with asset values..... (10,440) -- (10,440)
Amounts transferred.................. (4,090) 4,090 --
Additional amounts recorded for
transaction expenses and other
items............................. -- 3,459 3,459
Amounts spent........................ -- (5,600) (5,600)
Amounts reversed..................... (6,000) -- (6,000)
------- ------- -------
Balance at November 30, 2000........... $ -- $ 2,826 $ 2,826
======= ======= =======
In addition to the divestitures occurring in 2000, the Company has sold
several divisions in previous years. In 2000, certain events occurred which
required the Company to record additional liabilities related to these
transactions primarily in the fourth quarter. These liabilities are primarily
for environmental remediation, costs related to certain litigation issues and
losses on guarantees of indebtedness. The effect of these items was to reduce
the gain on the sale of divisions in the amount of $13,928. Of this amount,
$12,174 remains unpaid and is included in other accrued liabilities at November
30, 2000.
The Company sold its Trim Division in November 1998; however the
transaction was held in escrow until certain conditions were met in December
1998. In addition to $12,400 in cash, the Company received a $2,100 note, of
which $1,834 was due on November 30, 2000. The note is secured by a first
mortgage on the real estate. The company also guaranteed approximately $3,900 of
the original principal amount of the buyer's debt, related to tooling
receivables from both original equipment manufacturers and their suppliers. The
buyer is in default on the mortgage loan and its financing with its primary
lender, and the lender has demanded payment of the guaranty from the Company.
The Company has recorded a provision related to these items included in the
additionally liability discussed in the previous paragraph.
The Company remains as guarantor on the lease of the building in which its
former Transicoil Division is located, and is liable should the buyer not
perform on the lease. The remaining lease payments total approximately $6,800
over the lease term which expires in 2005. The Company believes the likelihood
of being liable for the lease to be remote.
See Note O for information regarding sales and pre-tax income or loss in
the years ended November 30, 2000 and 1999, the nine months ended November 30,
1998 and the three months ended February 28, 1998.
Subsequent Event
On December 14, 2000, the Board of Directors authorized Management to
explore strategic alternatives for the Construction Equipment Division, which
comprises the Machinery Segment, including the possible sale of all or a portion
of its assets and business. Consistent with this authorization, the Company has
engaged Seale and Associates, LLC to assist the Company in marketing the Segment
and obtaining offers to purchase all or a portion of the Machinery Segment's
assets and business. This process is in the early stages and the Company cannot
yet project whether, when or at what price all or a portion of the Machinery
Segment's assets and business may be sold. The Company has not yet determined
the effects a sales transaction will have on the results of its operations.
40
41
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
E. INVENTORIES
Inventories consisted of:
2000 1999
-------- -------
Raw materials and supplies.................................. $ 49,698 $46,500
Work-in-process............................................. 39,277 27,702
Finished goods.............................................. 15,622 16,391
-------- -------
104,597 90,593
Adjustment to state inventory at LIFO value................. (1,079) (94)
-------- -------
$103,518 $90,499
======== =======
The percentage of inventories valued using the LIFO method was 86% in 2000
and 82% in 1999. In conjunction with purchase accounting, new LIFO base layers
were established based on inventory levels at March 1, 1998. The effects of
liquidations of LIFO inventory quantities carried at lower costs prevailing in
prior years were not material. The Company made an adjustment to increase
inventory $1,986 in the fourth quarter of 2000 to adjust standard costs at
certain operations.
F. OTHER ASSETS
Other assets consisted of:
2000 1999
------- -------
Prepaid pension cost -- Note M.............................. $51,391 $45,167
Debt issuance costs, net of accumulated amortization of
$8,861 in 2000 and $5,615 in 1999......................... 17,715 20,910
Other....................................................... 17,072 6,900
------- -------
$86,178 $72,977
======= =======
The debt issuance costs are being amortized on a straight-line basis over
the term of the related debt.
G. LONG-TERM DEBT, SHORT TERM BORROWINGS AND LEASE COMMITMENTS
Long-term debt consisted of:
2000 1999
-------- --------
Credit Agreement:
Revolving Credit Facility
8.87%, due 2004........................................ $105,660 $136,000
Accounts Receivable Loan Agreement
8.0%, due 2000......................................... 42,750 63,750
Term Loan
8.87%, due 2003........................................ 66,834 81,156
Senior Subordinated Notes
9 3/8%, due 2008.......................................... 220,000 220,000
Industrial Revenue Bonds
4.1% to 6.6%, due 2005 and 2012........................... 18,700 28,753
Debt of Foreign Subsidiaries................................ 3,987 14,420
-------- --------
457,931
Less current portion........................................ 65,358 86,318
-------- --------
Long-term debt, less current portion........................ $392,573 $457,761
======== ========
41
42
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company has a syndicated senior secured loan facility ("Credit
Agreement") providing a term loan ("Term Loan") and a $220,000 revolving credit
facility ("Facility"), which is also available for issuance of letters of
credit. The Company also has an accounts receivable loan agreement ("Receivables
Agreement"). At November 30, 2000, letters of credit totaling $42,587 were
outstanding, which together with borrowings of $105,660 left the Company with
$71,753 of borrowing capacity on the Facility. In connection with the
Receivables Agreement, the Company sells its domestic trade receivables on an
ongoing basis to a wholly-owned, consolidated subsidiary, Eagle-Picher
Acceptance Corporation. The receivables are then used as security for loans made
under a separate revolving credit facility providing up to $75,000. The Company
has requested that this commitment be reduced to $50,000. Availability under the
Receivables Agreement is determined based on a formula of total receivables
outstanding as of a certain date. As of November 30, 2000, total availability
under the Receivables Agreement was $46,800, of which $42,750 was borrowed. The
Receivables Agreement has a maturity of 364 days, but is expected to be renewed
over the term of the Credit Agreement.
The Facility and the Term Loan bear interest, at the Company's option, of
an adjusted LIBOR rate plus 2 1/4% or the bank's prime rate plus 1 1/4%. There
is a commitment fee on the Facility equal to 1/4% per annum on the undrawn
portion of the Facility and fees for letters of credit are equal to 2 1/4% per
annum. If the Company meets or fails to meet certain financial benchmarks, the
interest rate spreads, commitment fees and fees for letters of credit may be
reduced or increased, respectively. Loans outstanding under the Receivables
Agreement are at variable rates equal to market rates on commercial paper with
fees of 3/4% on the maximum amount available.
In 1998, the Company entered into a three year interest rate swap agreement
("Swap Agreement") to manage its variable interest rate exposure. Per the terms
of the Swap Agreement, the Company exchanges, at specified intervals, the
difference between fixed and variable interest amounts based on a notional
principal amount of $150,000. The Swap Agreement effectively fixes the interest
rate on $150,000 of the debt under the Credit Agreement at 5.805% plus the
applicable spread for the duration of the interest rate swap. The difference
between the amount of interest to be paid and the amount of interest to be
received under the Swap Agreement due to changing interest rates is charged or
credited to interest expense over the life of the agreement. As of November 30,
2000, the fair value of the Swap Agreement, which was determined using
discounted cash flow analysis based on current rates offered for similar issues
of debt, was approximately $300. As of November 30, 2000, $172,494 in debt was
outstanding under the Credit Agreement, of which interest on $150,000 is
essentially fixed by the Swap Agreement. Loans under the Receivables Agreement
bear interest at a variable rate equal to market rates on commercial paper
having a term similar to applicable interest periods. $65,244 of debt
outstanding bears interest at variable rates under either the Credit Agreement
or Receivables Agreement. Accordingly, the effect of a one percent increase in
the applicable index rates would result in additional interest expense of
approximately $652 annually, assuming no change in the level of borrowing. The
Swap Agreement expires in February 2001; however, the Company has negotiated new
agreements, which commences in March 2001, which will essentially fix the
interest rate on $90,000 of the debt under the Credit Agreement.
In addition to regularly scheduled payments on the Term Loan, the Company
is required to make mandatory prepayments, of 50% of annual excess cash flow as
defined in the Credit Agreement, the net proceeds from the sale of assets
(subject to certain conditions), the net proceeds of certain new debt issued and
50% of the net proceeds of any equity securities issued. No excess cash flow
payment is due for the year ended November 30, 2000.
The Credit Agreement is guaranteed by the Company and the United States
subsidiaries of EPI. It is secured by the capital stock of EPI and the United
States subsidiaries of EPI, up to 65% of the capital stock of certain foreign
subsidiaries and substantially all other property of EPI and its United States
subsidiaries. The Credit Agreement contains covenants which restrict or limit
EPI's ability to declare dividends or redeem capital stock, incur additional
debt or liens, alter existing debt agreements, make loans or investments, form
joint ventures, undergo a change in control or engage in mergers, acquisitions
or asset sales. These covenants also limit the
42
43
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
annual amount of capital expenditures and require the Company to meet certain
minimum financial coverages. The Company was in compliance with all covenants at
November 30, 2000.
The Subordinated Notes, which are unsecured, are redeemable at the option
of the Company, in whole or in part, any time after February 28, 2003 at set
redemption prices. The Company may also redeem up to 35% of the aggregate
principal amount of the Subordinated Notes prior to March 1, 2001 at a set
redemption price provided certain conditions are met. The Company is also
required to offer to purchase the Subordinated Notes at a set redemption price
should there be a change in control. The Indenture for the Subordinated Notes
contains covenants which restrict or limit EPI's ability to declare or pay
dividends, incur additional debt or liens, issue stock, engage in affiliate
transactions, undergo a change in control or sell assets. The Company is in
compliance with these covenants at November 30, 2000. The Subordinated Notes are
also guaranteed by the Company and the United States subsidiaries of EPI.
The Company's industrial revenue bonds bear interest at variable rates
based on the market for similar issues and are secured by letters of credit.
Several of the Company's foreign subsidiaries have entered into agreements
with various banks which provide lines of credit totaling approximately $6,858
at November 30, 2000. At November 30, 2000, $3,987 of borrowings were
outstanding leaving $2,871 in borrowing capacity. These agreements, which are
unsecured, are either committed lines of credit expiring in 2002 or short-term
money market or overdraft facilities, generally due on demand or within a year.
The annual rates of interest on these lines of credit generally range from .75%
to 1.5% over the banks' base rates. The commitment fees range from .35% to .5%
per annum on the unused portion of the committed facilities. These agreements
also contain covenants which include minimum financial requirements. Certain of
the Company's foreign subsidiaries did not meet the minimum financial
requirement covenant of one of these credit facilities as of November 30, 2000;
however, the Company has received the necessary waivers from the lender.
Long term debt had an estimated fair value of approximately $338,000 and
$518,000 at November 30, 2000 and 1999, respectively. The estimated fair value
of long-term debt was calculated based on market prices for publicly traded
issues and was calculated using discounted cash flow analysis based on current
rates offered for similar issues for all other long-term debt.
The Company paid interest, net of amounts capitalized, of $43,589 in 2000,
$46,931 in 1999, $28,886 in the nine months ended November 30, 1998 and $6,390,
which included the interest paid on the Debentures at the time of the
Acquisition, in the three months ended February 28, 1998.
Long-term debt is scheduled to mature over the next five years as follows:
$65,358 in 2001 of which $42,750 is outstanding under the accounts receivable
loan agreement which is expected to be renewed, $27,744 in 2002, $25,569 in
2003, $107,460 in 2004, and $11,800 in 2005.
Lease Commitments
Future minimum rental commitments over the next five years as of November
30, 2000 under noncancellable operating leases, which expire at various dates,
are as follows: $2,275 in 2001, $1,250 in 2002, $800 in 2003, $725 in 2004 and
$525 in 2005. Rental expense was approximately $4,800 in 2000, $5,200 in 1999,
$3,700 in the nine months ended November 30, 1998 and $1,200 in the three months
ended February 28, 1998.
H. SUPPLEMENTAL GUARANTOR INFORMATION (UNAUDITED)
Both the Credit Agreement and the Subordinated Notes, which were issued by
EPI, are guaranteed on a full, unconditional, and joint and several basis by the
Company and certain of EPI's wholly-owned domestic subsidiaries ("Subsidiary
Guarantors") including Eagle-Picher Acceptance Corporation and Carpenter
Enterprises, Ltd. Management has determined that full financial statements and
other disclosures concerning EPI or the Subsidiary Guarantors would not be
material to investors and such financial statements are not presented. The
43
44
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
following unaudited supplemental condensed combining financial statements
present information regarding EPI, the Subsidiary Guarantors and the
subsidiaries that did not guarantee the debt.
EPI and the Subsidiary Guarantors are subject to restrictions on the
payment of dividends under the terms of both the Credit Agreement and the
Indenture supporting the subordinated notes.
44
45
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
YEAR ENDED NOVEMBER 30, 2000
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
-------- -------------- ---------- -------------- ------------ --------
(IN THOUSANDS OF DOLLARS)
NET SALES
Customers.................. $157,264 $ -- $577,908 $102,408 $ -- $837,580
Intercompany............... 16,470 -- 12,856 9,997 (39,323) --
OPERATING COSTS AND EXPENSES:
Cost of products sold
(exclusive of
depreciation)............ 129,348 -- 481,662 96,168 (39,238) 667,940
Selling and
administrative........... 31,926 9 24,144 9,874 (298) 65,655
Intercompany charges....... (11,370) -- 11,370 (298) 298 --
Management compensation
Special.................. 1,560 -- -- -- -- 1,560
Depreciation............... 8,751 -- 32,998 4,160 -- 45,909
Insurance Settlement....... (16,000) -- -- -- -- (16,000)
Amortization of
intangibles.............. 4,178 -- 10,642 1,398 -- 16,218
Divestitures............... 14,965 -- (3,870) (14,244) -- (3,149)
Other...................... (261) -- (187) 6 43 (399)
-------- ------ -------- -------- -------- --------
Total............... 163,097 9 556,759 97,064 (39,195) 777,734
-------- ------ -------- -------- -------- --------
OPERATING INCOME (LOSS)...... 10,637 (9) 34,005 15,341 (128) 59,846
OTHER INCOME (EXPENSE)
Interest expense........... (19,684) -- (31,969) (4,027) 8,318 (47,362)
Other income (expense)..... 1,277 7,790 (623) (8,318) 126
Equity in earnings of
consolidated
subsidiaries............. 17,947 5,619 1,920 -- (25,486) --
-------- ------ -------- -------- -------- --------
INCOME (LOSS) BEFORE TAXES... (10,177) 5,610 11,746 10,691 (25,614) 12,610
INCOME TAXES (BENEFIT)....... 21 -- 6,099 880 -- 7,000
-------- ------ -------- -------- -------- --------
NET INCOME (LOSS)............ $ 10,156 $5,610 $ 5,647 $ 9,811 $(25,614) $ 5,610
======== ====== ======== ======== ======== ========
45
46
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
YEAR ENDED NOVEMBER 30, 2000
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
-------- -------------- ---------- -------------- ------------ --------
(IN THOUSANDS OF DOLLARS)
ASSETS
Cash and cash equivalents.... $ 1,297 $ 1 $ 539 $ 4,313 $ 1,317 $ 7,467
Receivables, net............. 10,278 -- 84,004 18,098 -- 112,380
Intercompany accounts
receivable................. 22,266 -- 9,768 980 (33,014) --
Inventories.................. 24,086 -- 67,299 13,462 (1,329) 103,518
Prepaid expenses............. 1,172 -- 4,999 1,530 (267) 7,434
Deferred income taxes........ 12,860 -- -- -- -- 12,860
-------- -------- -------- ------- --------- --------
Total Current
Assets............ 71,959 1 166,609 38,383 (33,293) 243,659
PROPERTY, PLANT & EQUIPMENT,
net........................ 39,298 -- 181,898 27,508 (43) 248,661
Investment in Subsidiaries... 86,712 180,004 9,877 -- (276,593) --
EXCESS OF ACQUIRED NET ASSETS
OVER COST, net............. 46,962 -- 131,637 21,404 (3,139) 196,864
OTHER ASSETS................. 70,021 (2,371) 17,799 8,472 (7,743) 86,178
-------- -------- -------- ------- --------- --------
TOTAL ASSETS........ $314,952 $177,634 $507,820 $95,767 $(320,811) $775,362
======== ======== ======== ======= ========= ========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Accounts payable............. $ 16,054 $ -- $ 42,119 $ 5,089 $ -- $ 63,262
Intercompany accounts
payable.................... 92 -- -- 9,327 (9,419) --
LONG-TERM DEBT -- current
portion.................... 20,795 -- 42,750 1,813 -- 65,358
INCOME TAXES................. 2,162 -- -- 520 -- 2,682
OTHER CURRENT LIABILITIES.... 43,168 -- 22,046 2,554 (267) 67,501
-------- -------- -------- ------- --------- --------
Total Current
Liabilities....... 82,271 -- 106,915 19,303 (9,686) 198,803
LONG-TERM DEBT -- less
current portion............ 390,398 -- 22,266 2,175 (22,266) 392,573
DEFERRED INCOME TAXES........ 11,512 -- -- -- (1,234) 10,278
OTHER LONG-TERM
LIABILITIES................ (37,276) 14 69,876 3,726 (11,633) 24,707
-------- -------- -------- ------- --------- --------
TOTAL LIABILITIES... 446,905 14 199,057 25,204 (44,819) 626,361
Intercompany Accounts........ (250,885) -- 212,804 38,081 -- --
11 3/4% CUMULATIVE REDEEMABLE
EXCHANGEABLE PREFERRED
STOCK...................... -- 109,804 -- -- -- 109,804
SHAREHOLDERS' EQUITY......... 118,932 67,816 95,959 32,482 (275,992) 39,197
-------- -------- -------- ------- --------- --------
TOTAL LIABILITIES &
EQUITY............ $314,952 $177,634 $507,820 $95,767 $(320,811) $775,362
======== ======== ======== ======= ========= ========
46
47
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
YEAR ENDED NOVEMBER 30, 2000
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
-------- -------------- ---------- -------------- ------------ --------
(IN THOUSANDS OF DOLLARS)
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss)............. $(10,156) $5,610 $ 5,647 $ 9,811 $(25,614) $ 5,610
Adjustments to reconcile net
income (loss) to cash
provided by (used in)
operating activities:
Equity in earnings (loss) of
consolidated
subsidiaries.............. (17,947) (5,619) (1,920) -- 25,486 --
Depreciation and
amortization.............. 16,175 -- 43,640 5,558 -- 65,373
Divestitures................ 14,965 -- (3,870) (14,244) -- (3,149)
Changes in assets and
liabilities, net of effect
of acquisitions and
divestitures.............. (21,605) 9 11,230 (17,558) 10,793 (17,131)
-------- ------ ------- -------- -------- --------
Net cash provided by
(used in) operating
activities........... 1,744 -- 54,727 (16,433) 10,665 50,703
-------- ------ ------- -------- -------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Proceeds from sales of
divisions................. 47,002 -- 10,430 27,616 -- 85,048
Acquisition of divisions.... -- -- (12,306) -- -- (12,306)
Capital expenditures........ (6,759) -- (30,320) (4,864) -- (41,943)
Other....................... 6,871 -- 876 (2,871) (412) 4,464
-------- ------ ------- -------- -------- --------
Net cash provided by
(used in) investing
activities........... 47,114 -- (31,320) 19,881 (412) 35,263
-------- ------ ------- -------- -------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Reduction of long-term
debt...................... (24,374) -- -- -- -- (24,374)
Purchase of treasury
shares.................... (2,371) (2,371)
Net borrowings (repayments)
under revolving credit
agreements................ (30,340) -- (21,000) (10,434) -- (61,774)
Other....................... (51) -- -- -- -- (51)
-------- ------ ------- -------- -------- --------
Net cash financing
activities........... (57,136) -- (21,000) (10,434) -- (88,570)
-------- ------ ------- -------- -------- --------
Increase (decrease) in cash... (8,278) -- 2,407 (6,986) 10,253 (2,604)
Intercompany accounts......... (5,511) -- (2,738) 6,211 (8,984) --
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD......... 4,064 1 870 5,088 48 10,071
-------- ------ ------- -------- -------- --------
CASH AND CASH EQUIVALENTS, END
OF PERIOD................... $ 1,297 $ 1 $ 539 $ 4,313 $ 1,317 $ 7,467
======== ====== ======= ======== ======== ========
47
48
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
YEAR ENDED NOVEMBER 30, 1999
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
-------- -------------- ---------- -------------- ------------ --------
(IN THOUSANDS OF DOLLARS)
NET SALES
Customers.................. $215,848 $ -- $582,723 $114,690 $ -- $913,261
Intercompany............... 12,619 -- 15,551 11,249 (39,419) --
OPERATING COSTS AND EXPENSES:
Cost of products sold
(exclusive of
depreciation)............ 172,012 -- 482,892 110,331 (39,395) 725,840
Selling and
administrative........... 41,049 5 22,701 11,599 (199) 75,155
Management compensation --
special.................. 556 -- -- -- -- 556
Divestitures............... 9,630 -- 1,635 10,142 -- 21,407
Intercompany charges....... (9,816) -- 9,817 (200) 199 --
Depreciation............... 10,316 -- 32,977 4,968 -- 48,261
Amortization of
intangibles.............. 5,539 -- 10,420 971 -- 16,930
Other...................... (107) -- 109 28 -- 30
-------- -------- -------- -------- -------- --------
Total............... 229,179 5 560,551 137,839 (39,395) 888,179
-------- -------- -------- -------- -------- --------
OPERATING INCOME (LOSS)...... (712) (5) 37,723 (11,900) (24) 25,082
OTHER INCOME (EXPENSE)
Interest expense........... (21,247) -- (24,709) (4,297) 1,193 (49,060)
Other income (expense)..... 1,101 -- 3,596 87 (1,193) 3,591
Equity in earnings (loss)
of consolidated
subsidiaries............. (10,957) (17,587) 416 -- 28,128 --
-------- -------- -------- -------- -------- --------
INCOME (LOSS) BEFORE TAXES... (31,815) (17,592) 17,026 (16,110) 28,104 (20,387)
INCOME TAXES (BENEFIT)....... (14,673) -- 9,679 2,194 -- (2,800)
-------- -------- -------- -------- -------- --------
NET INCOME (LOSS)............ $(17,142) $(17,592) $ 7,347 $(18,304) $ 28,104 $(17,587)
======== ======== ======== ======== ======== ========
48
49
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
AS OF NOVEMBER 30, 1999
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
-------- -------------- ---------- -------------- ------------ --------
(IN THOUSANDS OF DOLLARS)
ASSETS
Cash and cash equivalents..... $ 4,064 $ 1 $ 870 $ 5,088 $ 48 $ 10,071
Receivables, net.............. 13,428 -- 92,721 16,350 -- 122,499
Intercompany accounts
receivable.................. 8,368 -- 12,255 455 (21,078) --
Inventories................... 24,211 -- 57,014 10,618 (1,344) 90,499
Net assets of operations to be
sold........................ 46,641 6,839 10,721 -- 64,201
Prepaid Expenses.............. 1,783 -- 4,355 925 -- 7,063
Deferred income taxes......... 16,665 -- -- -- -- 16,665
-------- -------- -------- ------- --------- --------
Total Current
Assets............. 115,160 1 174,054 44,157 (22,374) 310,998
PROPERTY, PLANT & EQUIPMENT,
net......................... 42,001 -- 184,295 26,197 (33) 252,460
Investment in Subsidiaries.... 109,009 148,054 6,834 -- (263,897) --
EXCESS OF ACQUIRED NET ASSETS
OVER COST, net.............. 50,799 -- 142,051 12,715 -- 205,565
OTHER ASSETS.................. 49,460 -- 22,859 625 33 72,977
-------- -------- -------- ------- --------- --------
TOTAL ASSETS......... $366,429 $148,055 $530,093 $83,694 $(286,271) $842,000
======== ======== ======== ======= ========= ========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Accounts payable.............. $ 9,928 $ -- $ 35,837 $ 4,823 -- 50,588
Intercompany accounts
payable..................... 124 -- -- 7,588 (7,712) --
LONG-TERM DEBT -- current
portion..................... 16,374 -- 63,750 6,194 -- 86,318
INCOME TAXES.................. 1,826 -- -- 465 -- 2,291
OTHER CURRENT LIABILITIES..... 37,870 -- 22,970 3,486 (457) 63,869
-------- -------- -------- ------- --------- --------
Total current
liabilities........ 66,122 -- 122,557 22,556 (8,169) 203,066
LONG-TERM DEBT -- less current
portion..................... 449,534 -- 7,836 8,227 (7,836) 457,761
DEFERRED INCOME TAXES......... 10,086 -- -- -- -- 10,086
OTHER LONG-TERM LIABILITIES... 23,047 5 -- 768 -- 23,820
-------- -------- -------- ------- --------- --------
TOTAL LIABILITIES.... 548,789 5 130,393 31,551 (16,005) 696,733
Intercompany Accounts......... (344,941) -- 324,500 36,660 (16,219) --
11 3/4% CUMULATIVE REDEEMABLE
EXCHANGEABLE PREFERRED
STOCK....................... -- 97,956 -- -- -- 97,956
SHAREHOLDERS' EQUITY.......... 162,581 50,094 75,200 15,483 (254,047) 49,311
-------- -------- -------- ------- --------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS'
EQUITY............. $366,429 $148,055 $530,093 $83,694 $(286,271) $842,000
======== ======== ======== ======= ========= ========
49
50
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
YEAR ENDED NOVEMBER 30, 1999
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
-------- -------------- ---------- -------------- ------------ --------
(IN THOUSANDS OF DOLLARS)
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss).......... $(17,142) $(17,592) $ 7,347 $(18,304) $28,104 $(17,587)
Adjustments to reconcile
net income (loss) to cash
provided by (used in)
operating activities:
Equity in earnings (loss)
of consolidated
subsidiaries........... 10,957 17,587 (416) -- (28,128) --
Depreciation and
amortization........... 19,218 -- 43,607 5,939 -- 68,764
Divestitures............. 9,630 -- 1,635 10,142 -- 21,407
Changes in assets and
liabilities, net of
effect of acquisitions
and divestitures....... (14,057) 5 (23,676) (993) 13,065 (25,656)
-------- -------- -------- -------- ------- --------
Net cash provided by
(used in) operating
activities.......... 8,606 -- 28,497 (3,216) 13,041 46,928
-------- -------- -------- -------- ------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Proceeds from sale of
division................. 12,400 -- -- -- -- 12,400
Acquisition of division.... -- -- (60,251) -- -- (60,251)
Capital expenditures....... (5,238) -- (31,986) (9,813) -- (47,037)
Other...................... 2,339 -- 617 (1,589) (1,950) (583)
-------- -------- -------- -------- ------- --------
Net cash provided by
(used in) investing
activities.......... 9,501 -- (91,620) (11,402) (1,950) (95,471)
-------- -------- -------- -------- ------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Reduction of long-term
debt....................... (140,776) -- -- -- -- (140,776)
Borrowings (repayments) under
revolving credit
agreements................. 116,175 -- 63,750 7,689 -- 187,614
Other........................ (54) -- (1,851) -- -- (1,905)
-------- -------- -------- -------- ------- --------
Net cash provided by
(used in) financing
activities.......... (24,655) -- 61,899 7,689 -- 44,933
-------- -------- -------- -------- ------- --------
Increase (decrease) in cash
and cash equivalents....... (6,548) -- (1,224) (6,929) 11,091 (3,610)
Intercompany accounts........ 3,148 -- 1,382 6,892 (11,422) --
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD........ 7,464 1 712 5,125 379 13,681
-------- -------- -------- -------- ------- --------
CASH AND CASH EQUIVALENTS,
END OF PERIOD.............. $ 4,064 $ 1 $ 870 $ 5,088 $ 48 $ 10,071
======== ======== ======== ======== ======= ========
50
51
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
NINE MONTHS ENDED NOVEMBER 30, 1998
GUARANTORS
-------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
-------- ------------- ---------- -------------- ------------ --------
(IN THOUSANDS OF DOLLARS)
NET SALES
Customers.................. $195,851 $ -- $374,337 $75,796 $ -- $645,984
Intercompany............... 10,815 -- 6,388 5,157 (22,360) --
OPERATING COSTS AND EXPENSES:
Cost of products sold
(exclusive of
depreciation)............ 153,633 -- 303,517 68,074 (22,251) 502,973
Selling and
administrative........... 33,481 -- 17,439 7,672 (132) 58,460
Management compensation --
special.................. 26,808 -- -- -- 26,808
Intercompany charges....... (5,919) -- 5,919 (132) 132 --
Depreciation............... 8,810 -- 18,196 3,142 (222) 29,926
Amortization of
intangibles.............. 4,259 -- 7,317 741 -- 12,317
Other...................... (25) -- 18 37 -- 30
-------- -------- -------- ------- -------- --------
Total............... 221,047 -- 352,406 79,534 (22,473) 630,514
-------- -------- -------- ------- -------- --------
OPERATING INCOME (LOSS)...... (14,381) -- 28,319 1,419 113 15,470
OTHER INCOME (EXPENSE)
Interest expense........... (35,888) -- -- (425) -- (36,313)
Other income............... 978 -- 313 490 (2) 1,779
Equity in earnings (loss)
of consolidated
subsidiaries............. 20,627 (14,363) 164 -- (6,428) --
-------- -------- -------- ------- -------- --------
INCOME (LOSS) BEFORE TAXES... (28,664) (14,363) 28,796 1,484 (6,317) (19,064)
INCOME TAXES (BENEFIT)....... (14,353) -- 7,803 1,850 -- (4,700)
-------- -------- -------- ------- -------- --------
NET INCOME (LOSS)............ $(14,311) $(14,363) $ 20,993 $ (366) $ (6,317) $(14,364)
======== ======== ======== ======= ======== ========
51
52
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
THREE MONTHS ENDED FEBRUARY 28, 1998
PREDECESSOR
NON-GUARANTORS
SUBSIDIARY FOREIGN
ISSUER GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
------- ---------- -------------- ------------ --------
(IN THOUSANDS OF DOLLARS)
NET SALES
Customers........................ $61,071 $123,181 $21,590 $ -- $205,842
Intercompany..................... 3,381 2,421 1,451 (7,253) --
OPERATING COSTS AND EXPENSES:
Cost of products sold (exclusive
of depreciation).............. 48,329 102,771 18,772 (7,076) 162,796
Selling and administrative....... 9,673 5,167 2,301 -- 17,141
Intercompany charges............. (2,172) 2,172 -- -- --
Depreciation..................... 2,823 5,220 940 -- 8,983
Amortization of intangibles...... 765 3,064 10 -- 3,839
Management
compensation -- special....... 2,056 -- -- -- 2,056
------- -------- ------- ------- --------
Total.................... 61,474 118,394 22,023 (7,076) 194,815
------- -------- ------- ------- --------
OPERATING INCOME (LOSS)............ 2,978 7,208 1,018 (177) 11,027
OTHER INCOME (EXPENSE)
Interest expense................. (6,844) -- (96) -- (6,940)
Other income (expense)........... 812 333 (325) -- 820
Equity in earnings (loss) of
consolidated subsidiaries..... 4,785 (270) -- (4,515) --
------- -------- ------- ------- --------
INCOME (LOSS) BEFORE TAXES......... 1,731 7,271 597 (4,692) 4,907
INCOME TAXES....................... 1,083 2,486 531 -- 4,100
------- -------- ------- ------- --------
NET INCOME (LOSS).................. $ 648 $ 4,785 $ 66 $(4,692) $ 807
======= ======== ======= ======= ========
52
53
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED NOVEMBER 30, 1998
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
-------- -------------- ---------- -------------- ------------ --------
(IN THOUSANDS OF DOLLARS)
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss)............ $(14,311) $(14,363) $20,993 $ (366) $(6,317) $(14,364)
Adjustments to reconcile net
income (loss) to cash
provided by (used in)
operating activities:
Equity in earnings (loss)
of consolidated
subsidiaries............. (20,627) 14,363 (164) -- 6,428 --
Depreciation and
amortization............. 15,135 -- 25,513 3,883 (222) 44,309
Proceeds from insurance
settlement............... 14,784 -- -- -- -- 14,784
Changes in assets and
liabilities.............. 18,960 -- 13,808 (1,263) (687) 30,818
-------- -------- ------- ------- ------- --------
Net cash provided by
(used in) operating
activities............. 13,941 -- 60,150 2,254 (798) 75,547
-------- -------- ------- ------- ------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Proceeds from sale of
divisions................ 7,872 -- -- -- -- 7,872
Capital expenditures....... (7,793) -- (10,062) (8,405) -- (26,260)
Other...................... (2,793) -- (53) 2,188 2,428 1,770
-------- -------- ------- ------- ------- --------
Net cash provided by
(used in) investing
activities............. (2,714) -- (10,115) (6,217) 2,428 (16,618)
-------- -------- ------- ------- ------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Reduction of long-term
debt..................... (5,600) -- -- -- -- (5,600)
Borrowings (repayments) on
revolving credit
agreement................ (59,275) -- -- 2,094 -- (57,181)
Other...................... (1,435) -- -- -- -- (1,435)
-------- -------- ------- ------- ------- --------
Net cash provided by
(used in) financing
activities............. (66,310) -- -- 2,094 -- (64,216)
-------- -------- ------- ------- ------- --------
Increase (decrease) in cash
and cash equivalents....... (55,083) -- 50,035 (1,869) 1,630 (5,287)
Intercompany accounts........ 50,432 -- (50,468) 1,481 (1,445) --
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD........ 12,115 1 1,145 5,513 194 18,968
-------- -------- ------- ------- ------- --------
CASH AND CASH EQUIVALENTS,
END OF PERIOD.............. $ 7,464 $ 1 $ 712 $ 5,125 $ 379 $ 13,681
======== ======== ======= ======= ======= ========
53
54
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THREE MONTHS ENDED FEBRUARY 28, 1998
PREDECESSOR
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
--------- -------------- ---------- -------------- ------------ ---------
(IN THOUSANDS OF DOLLARS)
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss).......... $ 648 $ -- $4,785 $ 66 $ (4,692) $ 807
Adjustments to reconcile
net income (loss) to cash
provided by (used in)
operating activities:
Equity in earnings (loss)
of consolidated
subsidiaries........... (4,785) -- 270 -- 4,515 --
Depreciation and
amortization........... 3,588 -- 8,284 950 -- 12,822
Changes in assets and
liabilities, net of
effect of
divestitures........... (16,059) -- (9,247) 2,019 575 (22,712)
--------- --------- ------ ------- --------- ---------
Net cash provided by
(used in) operating
activities........... (16,608) -- 4,092 3,035 398 (9,083)
--------- --------- ------ ------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Investment in
Subsidiary............. -- (180,005) -- -- 180,005 --
Capital expenditures..... (2,300) -- (1,833) (1,559) -- (5,692)
Other.................... (956) -- 65 (846) 695 (1,042)
--------- --------- ------ ------- --------- ---------
Net cash provided by
(used in) investing
activities........... (3,256) (180,005) (1,768) (2,405) 180,700 (6,734)
--------- --------- ------ ------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of long-term
debt................... 445,000 -- -- -- -- 445,000
Reduction of long-term
debt................... (250,000) -- -- -- -- (250,000)
Borrowings (repayments)
on revolving credit
agreements............. 79,100 -- -- (360) -- 78,740
Redemption of common
stock.................. (446,638) -- -- -- -- (446,638)
Issuance of common
stock.................. 180,005 100,001 -- -- (180,005) 100,001
Issuance of preferred
stock.................. -- 80,005 -- -- -- 80,005
Debt issue cost.......... (26,062) -- -- -- -- (26,062)
--------- --------- ------ ------- --------- ---------
Net cash provided by
(used in) financing
activities........... (18,595) 180,006 -- (360) (180,005) (18,954)
--------- --------- ------ ------- --------- ---------
Increase (decrease) in cash
and cash equivalents..... (38,459) 1 2,324 270 1,093 (34,771)
Intercompany accounts...... 1,740 -- (1,740) 899 (899) --
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD...... 48,834 -- 561 4,344 -- 53,739
--------- --------- ------ ------- --------- ---------
CASH AND CASH EQUIVALENTS,
END OF PERIOD............ $ 12,115 $ 1 $1,145 $ 5,513 $ 194 $ 18,968
========= ========= ====== ======= ========= =========
54
55
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
I. 11 3/4% CUMULATIVE REDEEMABLE EXCHANGEABLE PREFERRED STOCK
In conjunction with the Acquisition, the Company issued 14,191 shares of
11 3/4% Cumulative Redeemable Exchangeable Preferred Stock. The Preferred Stock
had an initial liquidation preference of $5,637.70 per share which accretes
during the first five years after issuance at 11 3/4% per annum, compounded
semiannually, ultimately reaching $10,000 per share on March 1, 2003. No
dividends will accrue prior to March 1, 2003, but will be cumulative at 11 3/4%
per annum thereafter. The Preferred Stock is mandatorily redeemable by the
Company on March 1, 2008 or earlier under certain circumstances, but may be
redeemed at the option of the Company, in whole or in part, at any time after
February 28, 2003 at set redemption prices. At that time, the Company may also
exchange all of the Preferred Stock for 11 3/4% Exchange Debentures with similar
terms. The Company could have redeemed up to 35% of the shares of Preferred
Stock outstanding prior to March 1, 2001 at a set redemption price provided
certain conditions were met. The Company is also required to offer to purchase
the Preferred Stock should there be a change in control of the Company. Holders
of Preferred Stock have no voting rights except in certain circumstances. The
terms of the Preferred Stock contain covenants similar to the covenants in the
Subordinated Notes. The Company is in compliance with these covenants as of
November 30, 2000. The Preferred Stock had an estimated fair value of $28,700 at
November 30, 2000. The estimated fair value was calculated based on the market
price as this is a publicly traded issue.
J. INCOME TAXES
The following is a summary of the components of income taxes (benefit) from
operations:
THREE MONTHS ENDED
NINE MONTHS ENDED FEBRUARY 28,
NOVEMBER 30, 1998
2000 1999 1998 PREDECESSOR
------ ------- ----------------- ------------------
Current:
Federal............................. $1,450 $ 4,300 $ 4,600 $ 500
Foreign............................. 900 2,200 1,900 550
State and local..................... 60 100 700 450
------ ------- -------- ------
2,410 6,600 7,200 1,500
------ ------- -------- ------
Deferred:
Federal............................. 4,850 (8,950) (11,900) 2,300
Other............................... (260) (450) -- 300
------ ------- -------- ------
4,590 (9,400) (11,900) 2,600
------ ------- -------- ------
$7,000 $(2,800) $ (4,700) $4,100
====== ======= ======== ======
The sources of income (loss) before income taxes (benefit) are as follows:
THREE MONTHS ENDED
NINE MONTHS ENDED FEBRUARY 28,
NOVEMBER 30, 1998
2000 1999 1998 PREDECESSOR
------- -------- ----------------- ------------------
United States....................... $ 5,282 $(18,896) $(21,822) $4,328
Foreign............................. 7,328 (1,491) 2,758 579
------- -------- -------- ------
$12,610 $(20,387) $(19,064) $4,907
======= ======== ======== ======
55
56
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The differences between the total income tax expense from operations and
the income tax expense computed using the Federal income tax rate were as
follows:
THREE MONTHS ENDED
NINE MONTHS ENDED FEBRUARY 28,
NOVEMBER 30, 1998
2000 1999 1998 PREDECESSOR
------ ------- ----------------- ------------------
Income tax expense (benefit) at
Federal statutory rate.............. $4,400 $(7,100) $(6,700) $1,700
Foreign taxes rate differential....... (2,500) 1,300 (200) 300
State and local taxes, net of Federal
benefit............................. -- 100 500 600
Non-deductible amortization of
reorganization value in excess of
amounts allocable to identifiable
assets.............................. -- -- -- 1,300
Non-deductible amortization and other
items relating to excess of acquired
net assets over cost................ 5,400 2,300 600 --
Non-deductible management
compensation........................ -- -- 1,300 --
Other................................. (300) 600 (200) 200
------ ------- ------- ------
Total income tax expense (benefit).... $7,000 $(2,800) $(4,700) $4,100
====== ======= ======= ======
Components of deferred tax balances as of November 30 are as follows:
2000 1999
-------- --------
Current deferred tax assets attributable to:
Accrued liabilities....................................... $ 11,371 $ 7,832
Impaired assets........................................... -- 4,350
Other..................................................... 1,489 4,483
-------- --------
Current deferred tax asset............................. 12,860 16,665
-------- --------
Noncurrent deferred tax assets (liabilities) attributable
to:
Property, plant and equipment............................. (10,808) (9,538)
Prepaid pension........................................... (17,987) (15,808)
Net operating loss carryforwards.......................... 1,568 7,063
Alternative minimum tax credit carryforwards.............. 10,319 3,675
Amortization of intangibles............................... 2,334 1,725
Other..................................................... 4,296 2,797
-------- --------
Net noncurrent deferred tax asset (liability).......... (10,278) (10,086)
-------- --------
Net deferred tax assets................................ $ (2,582) $ 6,579
======== ========
A tax election to treat the purchase of stock as a purchase of assets
("Election") was made in connection with the acquisition of EPI on February 24,
1998. Accordingly, a deemed final tax return of the Predecessor Company was
filed for the tax period ended on the date of the Acquisition. On this tax
return, the total purchase price, for tax purposes, was allocated to the assets
of EPI and its United States subsidiaries to the extent of each asset's fair
market value, and gain was recognized on each asset as if sold at that price. As
a result, going forward, the assets were assigned the same value for book and
tax purposes as of the date of the Acquisition. The net operating loss
carryforward existing at the time of the Acquisition and the deduction resulting
from the redemption of the Subordinated Notes were absorbed by the resulting
transaction gain or were lost and are not available to the Company.
Additionally, tax credit carryforwards existing at the time of the Acquisition
were lost as a result of the transaction and are not available to the Company.
As of November 30, 2000 the Company has
56
57
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
net operating loss carryforwards of $4,480 and alternative minimum tax credit
carryforwards of $10,319 available to offset future taxable income or tax
liability, respectively. The net operating loss carryforwards will expire in
2015. The alternative minimum tax credit carryforwards have no expiration date.
As a result of the Acquisition, tax goodwill was established for the amount
by which the purchase price for tax purposes exceeded the fair market value of
the assets at the date of the Acquisition. The tax goodwill, the net amount of
which was $140,315 at November 30, 2000, is being amortized and deducted over
fifteen years, the same period over which the Excess of Acquired Net Assets over
Cost is being amortized in the Consolidated Financial Statements. Certain
liabilities assumed by the Company in the Acquisition, which are contingent for
tax purposes, will result in additional tax goodwill as they are paid. This
additional goodwill will also be amortized and deducted over the same period as
the Excess of Acquired Net Assets over Cost. The potential additional tax
goodwill, resulting from these liabilities, totaled $30,288 at November 30,
2000.
Based on its history of prior years' operations and its expectations for
the future, the Company has determined that it is more likely than not that the
results of future operations will generate sufficient taxable income to realize
the deferred tax benefits recorded. Although the Automotive and Machinery
Segments are susceptible to economic cycles and recessions, the Technologies and
Minerals Segments of the Company consist of certain businesses which are not
impacted as significantly by economic downturns.
The Company paid income taxes (net of refunds received) of $6,300 in 2000,
$10,000 in 1999, $5,400 in the nine months ended November 30, 1998 and received
refunds (net of taxes paid) of $2,300 in the three months ended February 28,
1998.
K. BASIC AND DILUTED INCOME (LOSS) PER SHARE
The calculation of net income (loss) per share is based upon the average
number of common shares outstanding which was 997,125 for the year ended
November 30, 2000, 1,000,000 for the year ended November 30, 1999 and the nine
months ended November 30, 1998 and 9,600,071 for the three months ended February
28, 1998. No potential common stock was outstanding during the three year period
ended November 30, 2000.
L. MANAGEMENT COMPENSATION -- SPECIAL
Management compensation expense consisted of the following items:
THREE MONTHS ENDED
NINE MONTHS ENDED FEBRUARY 28,
NOVEMBER 30, 1998
2000 1999 1998 PREDECESSOR
------ ---- ----------------- ------------------
Short Term Sale Program................ $ -- $ -- $ 8,110 $2,020
Management Trust -- Restricted Stock
Award................................ -- 359 12,580 --
Severance.............................. 1,560 197 5,989 --
Other.................................. -- -- 129 36
------ ---- ------- ------
Total........................... $1,560 $556 $26,808 $2,056
====== ==== ======= ======
EPI adopted a Short Term Sale Program ("STSP") pursuant to the terms of
which it would make payments to certain members of senior management ("Eligible
Individuals"), in connection with a change in control of EPI. The consummation
of the Acquisition constituted such a change in control. The STSP provided for a
"stay-put" bonus and a sales incentive bonus. The Company provided a total of
$4,066 in 1998 in connection with the "stay put" bonus and $6,064 in 1998 for
the sales incentive bonus.
57
58
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In 1998, the Company paid $10,000 to the Eagle-Picher Management Trust
("E-P Management Trust") for the benefit of certain senior management of the
Company. The $10,000 payment was effectively used by the E-P Management Trust to
acquire certain restricted stock of Granaria Industries. Subsequently, the stock
of Granaria Industries was later exchanged for the common stock of the Company.
The shares of the Company held by the E-P Management Trust were allocated to
certain members of senior management of the Company. The receipt of such shares
was taxable to the holders as income in an amount equal to the value of the
shares at the time of vesting. The Company also reimbursed the holders of the
shares for their tax obligations associated with the receipt of such shares. The
Company has recorded as compensation expense $359 in 1999 and $12,580 in 1998
for the restricted shares and related tax reimbursements.
EPI entered into employment agreements with six executive officers
("Employment Agreements") which became effective on November 29, 1996 and were
amended in August 1997. The purpose of the Employment Agreements was to provide
EPI with continuity of management following its emergence from bankruptcy. The
Employment Agreements terminated on February 24, 2000. The consummation of the
Acquisition did constitute a change of control under the Employment Agreements.
Three of the six executive officers of EPI have received severance benefits
pursuant to the Employment Agreements and a fourth received benefits
substantially equivalent to what he would have received under the Employment
Agreements, including $807 in severance and $753 in other benefits. These
payments, as well as severance payments to other former officers, aggregated
$1,560 in 2000, $197 in 1999 and $5,989 in 1998.
M. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
Substantially all employees of the Company and its subsidiaries are covered
by various pension or profit sharing retirement plans, including a supplemental
executive retirement plan to provide senior management with benefits in excess
of normal pension benefits.
The Company's funding policy for defined benefit plans is to fund amounts
on an actuarial basis to provide for current and future benefits in accordance
with the funding guidelines of ERISA. Under the supplemental executive
retirement plan, annuities may be purchased by the Company and distributed to
participants on an annual basis.
Plan benefits for salaried employees are based primarily on employees'
highest five consecutive years' earnings during the last ten years of
employment. Plan benefits for hourly employees typically are based on a dollar
unit multiplied by the number of service years.
In addition to providing pension retirement benefits, the Company makes
health care and life insurance benefits available to certain retired employees
on a limited basis. Generally, the medical plans pay a stated percentage of
medical expenses reduced by deductibles and other coverages. Eligible employees
may elect to be covered by these health and life insurance benefits if they
reach early or normal retirement age while working for the Company. In most
cases, a retiree contribution for health insurance coverage is required. The
Company funds these benefit costs primarily on a pay-as-you-go basis.
58
59
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Net periodic pension and postretirement benefit cost included the following
components:
PENSION BENEFITS POSTRETIREMENT BENEFITS
-------------------------------- --------------------------
2000 1999 1998 2000 1999 1998
-------- -------- -------- ------ ------ ------
Service cost -- benefits earned
during the period............. $ 5,006 $ 5,659 $ 5,459 $ 519 $ 546 $ 534
Interest cost on projected
benefit obligations........... 15,662 14,754 14,618 1,191 1,149 1,101
Expected return on plan
assets........................ (23,831) (22,834) (21,959) -- -- --
Net amortization and deferral... 107 68 (28) -- -- --
-------- -------- -------- ------ ------ ------
Net periodic cost (income)...... (3,056) (2,353) (1,910) $1,710 $1,695 $1,635
====== ====== ======
Supplemental executive
retirement plan............... (260) 1,298 1,314
Other retirement plans.......... 1,228 1,125 1,496
-------- -------- --------
TOTAL COST OF (INCOME FROM)
PROVIDING RETIREMENT
BENEFITS................. $ (2,088) $ 70 $ 900
======== ======== ========
In addition, in 2000, the Company recognized curtailment gains of $3,168
and $569 due to the reduction in active participants in the Company's pension
plans and eligible employees in the Company's postretirement plans,
respectively, that resulted primarily from the divestiture of divisions.
The pension plans' assets consist primarily of listed equity securities and
publicly traded notes and bonds. The actual net return on plan assets was 3.7%
in 2000, 8.9% in 1999 and 8.6% in 1998.
59
60
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following tables set forth the plans' changes in benefit obligation,
plan assets and funded status on the measurement dates, November 30, 2000 and
1999, and amounts recognized in the Company's Consolidated Balance Sheets as of
those dates.
PENSION BENEFITS POSTRETIREMENT BENEFITS
-------------------- ------------------------
2000 1999 2000 1999
-------- -------- ---------- ----------
Change in Benefit Obligations:
Benefit Obligation, beginning of year........... $213,740 $223,920 $ 16,444 $ 16,959
Service cost.................................... 5,006 5,659 519 546
Interest cost................................... 15,663 14,754 1,191 1,149
Amendments...................................... 1,096 1,204 -- --
Actuarial (gain)/loss........................... 3,418 (19,268) 1,549 (858)
Divestitures.................................... (3,445) -- (569)
Plan participant's contributions................ -- -- 547 478
Benefits paid................................... (13,125) (12,529) (2,132) (1,830)
-------- -------- -------- --------
Benefit obligation, end of year................. 222,353 213,740 17,549 16,444
-------- -------- -------- --------
Change in Plan Assets:
Fair value of plan assets, beginning of year.... 270,592 259,522 -- --
Actual return on plan assets.................... 9,943 23,599 -- --
Employer contributions.......................... -- -- 1,585 1,352
Plan participants' contributions................ -- -- 547 478
Benefits paid................................... (13,125) (12,529) (2,132) (1,830)
-------- -------- -------- --------
Fair value of plan assets, end of year.......... 267,410 270,592 -- --
-------- -------- -------- --------
Funded status................................... 45,057 56,852 (17,549) (16,444)
Unrecognized actuarial (gain)/loss.............. 4,485 (12,821) 60 (1,489)
Unrecognized prior service cost................. 1,849 1,136 -- --
-------- -------- -------- --------
Net prepaid benefit cost (accrued benefit
liability recognized)......................... $ 51,391 $ 45,167 $(17,489) $(17,933)
======== ======== ======== ========
Weighted average assumptions as of November 30:
PENSION POSTRETIREMENT
BENEFITS BENEFITS
------------ --------------
2000 1999 2000 1999
---- ---- ----- -----
Discount rate............................................... 7.25% 7.25% 7.25% 7.25%
Expected rate of return on plan assets...................... 9.0% 9.0% N/A N/A
Rate of compensation increase............................... 4.2% 4.2% N/A N/A
Postretirement benefit costs were estimated assuming retiree health care
costs would initially increase at a 7% annual rate which decreases to an
ultimate rate of 5.75% for 2004 and remain at that level thereafter. If this
annual trend rate would increase by 1%, the accumulated postretirement
obligation as of November 30, 2000 would increase by $1,945 with a corresponding
increase of $256 in the postretirement benefit expense in 2000. A 1% decrease in
this annual trend rate would decrease the accumulated postretirement benefit
obligation by $1,597 and the postretirement benefit expense by $205 in 2000.
60
61
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The effect of the change in the ultimate health care trend rate was to
increase the projected benefit obligation for the other postretirement plans by
$263.
The Company also offers 401(k) savings plans to its employees in the United
States. In most cases, the participants may contribute up to 15% of their
compensation of which 50% of their contribution up to 6% of their compensation
is matched by the Company. The cost of these plans to the Company was $2,047 in
2000, $ 2,250 in 1999 and $2,181 in the twelve months ended November 30, 1998.
In May 1998, the Company adopted a Stock Appreciation Rights Plan ("SAR
Plan") to reward those executives and managers whose individual performance and
effort will have a direct impact on achieving the Company's profit and growth
objectives. Shares of stock are not actually awarded, however participants are
awarded units on which appreciation is calculated based on the Company's equity
position. The units vest over five years and are payable any time during the
sixth through tenth year following the date of award. The expense for this plan
was $640 in the nine months ended November 30, 1998. Expense related to the SAR
Plan in 2000 and 1999 was not material.
N. ENVIRONMENTAL AND OTHER LITIGATION CLAIMS
In addition to the items discussed below, the Company is involved in
routine litigation, environmental proceedings and claims pending with respect to
matters arising out of the normal course of business. In management's opinion,
the ultimate liability resulting from all claims, individually or in the
aggregate, will not materially affect the Company's consolidated financial
position, results of operations or cash flows.
Environmental Matters
The Company has policies in place to ensure that its operations are
conducted in keeping with good corporate citizenship and with a commitment to
the protection of the environment. In addition, the Company is subject to
extensive and evolving federal, state and local environmental laws and
regulations. Compliance with such laws and regulations can be costly.
Governmental authorities may enforce these laws and regulations with a variety
of enforcement measures, including monetary penalties and remediation
requirements.
The Company is involved in various stages of investigation and remediation
related to environmental remediation projects at a number of sites as a result
of past and present operations, including currently-owned and formerly-owned
plants. Also, the Company has received notice that it may have liability under
the Comprehensive Environmental Response, Compensation and Liability Act of 1980
as a Potentially Responsible Party at a number of sites ("Superfund Sites").
In June 1996, the Bankruptcy Court approved a settlement agreement among
EPI, the Environmental Protection Agency and the United States Department of
Interior ("EPA Settlement Agreement"). One of the significant features of the
EPA Settlement Agreement is with respect to "Additional Sites." Additional Sites
are those Superfund Sites, not owned by the Company, for which the Company's
liability allegedly arises as a result of pre-petition waste disposal or
recycling. The Company retains all of its defenses, legal or factual, at such
sites. However, if the Company is found liable at any Additional Site, or
settles any claims for any Additional Sites, the Company is required to pay as
if such claims had been resolved in the reorganization under chapter 11 of the
bankruptcy code. Thus, EPI's liability at any Additional Sites will be paid at
approximately 37% of any amount due. All of the Superfund Sites where the
Company is involved as a Potentially Responsible Party are Additional Sites
under the EPA Settlement Agreement.
The ultimate cost of site remediation is difficult to predict given the
uncertainties regarding the extent of the required remediation, the
interpretation of applicable laws and regulations and alternative remediation
methods. Based on the Company's experience with environmental remediation
matters, the Company has accrued an aggregate amount of $12,570. There can be no
assurances that environmental laws and regulations will not become more
stringent in the future or that the Company will not incur significant costs in
the future to comply
61
62
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
with such laws and regulations. Accordingly, future information and developments
will require the Company to continually reassess the expected impact of these
environmental matters.
In 2000 and 1998, EPI received $16,000 and $14,784 respectively, from
insurance companies in settlement of certain claims relating primarily to
environmental remediation. In 1998, the amount was recorded as an offset to the
Excess of Acquired Net Assets Over Cost because the claim represented a
pre-acquisition contingency.
Other Litigation Claims
On January 25, 1996, Richard Darrell Peoples, a former employee of EPI,
filed a Qui Tam suit under seal in the United States District Court for the
Western District of Missouri (the "Missouri Court"). A Qui Tam suit is a lawsuit
brought by a private individual pursuant to federal statue, allegedly on beheld
of the U.S. Government. The U.S. Government has declined the opportunity to
intervene or take control of this Qui Tam suit. EPI became aware of the suit on
October 20, 1997, when it was served on EPI, after it had been unsealed. The
suit involves allegations of irregularities in testing procedures in connection
with certain U.S. Government contracts. The allegations are similar to
allegations made by the former employee, and investigated by outside counsel for
EPI, prior to the filing of the Qui Tam suit. Outside counsel's investigation
found no evidence to support any of the employee's allegations except for some
inconsequential expense account matters. EPI, which believes that the U.S.
Government did not incur any expense as a result of those matters, reported to
the U.S. Government the employee's allegations and the results of outside
counsel's investigations. The employee also initiated a different action against
EPI in 1996 for wrongful termination, in which he alleged many of the same acts
complained of in the Qui Tam suit. That action was dismissed with prejudice by
the Missouri Court in October 1996. On June 16, 1998, the Missouri Court granted
EPI's Motion to Dismiss the Qui Tam suit. The Court, however, allowed Mr.
Peoples to amend his complaint. Mr. Peoples filed an amended complaint, and
EPI's Motion to Dismiss the Amended Complains was denied on January 20, 1999.
EPI intends to contest this suit vigorously. EPI does not believe that
resolution of this suit will have a material adverse effect on EPI's financial
condition, results of operations or cash flows.
On May 8, 1997, Caradon Doors and Windows, Inc. ("Caradon"), filed suit
against EPI in the United States District Court for the Northern District of
Georgia (the "Georgia Court") alleging breach of contract, negligent
misrepresentation, and contributory infringement and seeking contribution and
indemnification in an amount not less than $10 million (the "Caradon suit"). The
Caradon suit arose out of patent infringement litigation between Caradon and
Therma-Tru Corporation extending over the 1989-1996 time period, the result of
which was for Caradon to be held liable for patent infringement in amount
believed to be in excess of $10 million. In June 1997, EPI filed a Motion with
the Bankruptcy Court seeking an order enforcing the Plan and the Confirmation
Order against Caradon, and enjoining the Caradon suit from going forward. The
Bankruptcy Court in a decision entered on December 24, 1997, held that the
Caradon suit did violate the Plan and the Confirmation Order and enjoined
Caradon from pursuing the Caradon suit. Caradon appealed the Bankruptcy Court's
decision to the United States District Court for the Southern District of Ohio
(the "District Court"), and in a decision entered on February 3, 1999, the
District Court reversed and remanded the matter back to the Bankruptcy Court. On
January 5, 2001, EPI filed a Motion for Summary Judgment on the issue of whether
Caradon was afforded notice of the Plan and the Confirmation Hearing, a motion
which remains pending before the Bankruptcy Court. EPI intends to contest this
suit vigorously. EPI does not believe that resolution of this suit will have a
material adverse effect on EPI's financial condition, results of operations or
cash flows.
O. INDUSTRY SEGMENT INFORMATION
The Company is a diversified manufacturer serving global markets and many
industries. The Company's reportable segments are strategic business units that
operate in different industries and are managed separately. The Company changed
its method of presenting segment data in 2000 due to changes in the Company's
62
63
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
management structure and how business units report to management. Prior year
data have been restated to conform with current presentation.
Automotive
The operations in the Automotive Segment provide mechanical and structural
parts and raw materials for passenger cars, trucks, vans and sport utility
vehicles for the original equipment manufacturers and replacement markets.
Resources are concentrated in serving the North American, European and Pacific
Rim markets.
Consolidated sales to the Honda Motor Company were $98,200 in 2000.
Consolidated sales to Ford Motor Company amounted to $137,800 in 1999, $121,100
in the nine months ended November 30, 1998 and $39,800 in the three months ended
February 28, 1998. Consolidated sales to Ford Motor Company declined to $71,200
in 2000 due to in part its spin-off of Visteon Corporation and the divestitures.
Sales to Visteon were $47,000 in 2000. No other customer accounted for 10% or
more of consolidated sales.
Technologies
The operations in the Technologies Segment produce special purpose
batteries and components, high-purity specialty material compounds and rare
metals, industrial chemicals, bulk pharmaceuticals and super-clean containers,
which meet strict EPA protocols, for environmental sampling. It serves the
commercial aerospace, nuclear, telecommunication electronics and other
industrial markets globally. Some of these products are also used in defense
applications.
Machinery
The operations in the Machinery Segment produce construction equipment for
the construction industry in the United States and material handling equipment.
Minerals
The Minerals Segment mines and refines diatomaceous earth products, which
are used in high purity filtration applications, primarily by the food and
beverage industry globally. These products are also used as industrial
absorbents.
Sales between segments were not material.
United States net sales include export sales to non-affiliated customers of
$77,300 in 2000, $89,600 in 1999, $70,800 in the nine months ended November 30,
1998 and $23,600 in the three months ended February 28, 1998.
63
64
EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company's foreign operations are located primarily in Europe and also
in Mexico. Intercompany transactions with foreign operations are made at
established transfer prices. Information regarding the Company's domestic and
foreign sales, operating income and identifiable assets follows:
TRANSFER SALES/
UNITED STATES FOREIGN ELIMINATIONS CONSOLIDATED
------------- -------- --------------- ------------
YEAR ENDED NOVEMBER 30, 2000
SALES.................................... $763,817 $112,409 $(38,646) $837,580
======== ======== ======== ========
INCOME (LOSS) BEFORE TAXES............... $ 5,265 $ 7,277 $ 68 $ 12,610
======== ======== ======== ========
IDENTIFIABLE ASSETS...................... $751,145 $ 91,253 $ 67,036 $775,362
======== ======== ======== ========
Year Ended November 30, 1999
Sales.................................... $825,670 $125,939 $(38,348) $913,261
======== ======== ======== ========
Income (loss) before taxes............... $(22,557) $(16,110) $ 18,280 $(20,387)
======== ======== ======== ========
Identifiable assets...................... $788,259 $ 83,694 $(29,953) $842,000
======== ======== ======== ========
Nine Months Ended November 30, 1998
Sales.................................... $586,647 $ 80,953 $(21,616) $645,984
======== ======== ======== ========
Income (loss) before taxes............... $(21,025) $ 1,484 $ 477 $(19,064)
======== ======== ======== ========
Identifiable assets...................... $764,975 $ 96,359 $(45,007) $816,327
======== ======== ======== ========
- -------------------------------------------------------------------------------------------------------
Three Months Ended February 28, 1998
Predecessor
Sales.................................... $188,349 $ 23,041 $ (5,548) $205,842
======== ======== ======== ========
Income (loss) before taxes............... $ 4,553 $ 597 $ (243) $ 4,907
======== ======== ======== ========
Identifiable assets...................... N/A N/A N/A N/A
======== ======== ======== ========
SEGMENT INFORMATION
RESTATED TO CONFORM TO 2000 PRESENTATION
3 MONTHS
ENDED
9 MONTHS FEB. 28,
ENDED 1998
NOV. 30, -----------
2000 1999 1998 PREDECESSOR
------ ------ -------- -----------
(IN MILLIONS OF DOLLARS)
Sales
Automotive........................................ $456.4 $433.8 $242.8 $ 76.1
Technologies 191.4 198.5.. 155.1 54.7
Machinery......................................... 82.6 90.3 86.5 22.6
Minerals.......................................... 65.1 61.7 49.8 15.7
Divested Divisions................................ 42.8 130.0 112.6 37.1
Corporate/Intersegment............................ (.7) (1.0) (.8) (.4)
------ ------ ------ ------
$837.6 $913.3 $646.0 $205.8
====== ====== ====== ======
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EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
3 MONTHS
ENDED
9 MONTHS FEB. 28,
ENDED 1998
NOV. 30, -----------
2000 1999 1998 PREDECESSOR
------ ------ -------- -----------
(IN MILLIONS OF DOLLARS)
Depreciation and Amortization
Automotive........................................ $ 34.7 $ 32.7 $ 18.2 $ 5.6
Technologies...................................... 14.4 13.4 10.3 3.0
Machinery......................................... 4.7 4.5 2.9 .8
Minerals.......................................... 5.7 6.4 4.6 1.8
Divested Divisions................................ 2.4 8.0 6.0 1.5
Corporate/Intersegment............................ .2 .2 .2 .1
------ ------ ------ ------
$ 62.1 $ 65.2 $ 42.2 $ 12.8
====== ====== ====== ======
Interest Expense
Automotive........................................ $ 18.8 $ 17.1 $ 11.4 $ 2.0
Technologies...................................... 13.9 11.6 9.4 1.3
Machinery......................................... 3.4 3.6 2.9 .6
Minerals.......................................... 3.3 3.3 2.7 .6
Divested Divisions................................ 2.1 5.0 4.6 .9
Corporate/Intersegment............................ 5.9 8.5 5.3 1.5
------ ------ ------ ------
$ 47.4 $ 49.1 $ 36.3 $ 6.9
====== ====== ====== ======
Pre-tax Income
Automotive........................................ $ 7.4 $ 10.9 $ 5.9 $ 3.2
Technologies...................................... (.4) 11.7 4.4 2.3
Machinery......................................... (8.7) (9.9) 3.1 .2
Minerals.......................................... .3 (4.1) .7 --
Divested Divisions................................ (1.1) (27.1) (2.6) .8
Corporate/Intersegment............................ 15.1 (l.9) (30.6) (1.6)
------ ------ ------ ------
$ 12.6 $(20.4) $(19.1) $ 4.9
====== ====== ====== ======
Capital Expenditures
Automotive........................................ $ 34.2 $ 26.7 $ 7.7 $ 1.7
Technologies...................................... 3.3 6.3 2.5 .1
Machinery......................................... .6 2.6 8.1 1.1
Minerals.......................................... 2.1 2.8 1.5 .4
Divested Divisions................................ 1.4 8.4 6.4 2.2
Corporate/Intersegment............................ .3 .2 .1 .2
------ ------ ------ ------
$ 41.9 $ 47.0 $ 26.3 $ 5.7
====== ====== ====== ======
Identifiable Assets
Automotive........................................ $350.6 $350.1 $267.0 N/A
Technologies...................................... 222.7 210.3 209.4 N/A
Machinery......................................... 51.8 58.1 68.8 N/A
Minerals.......................................... 54.8 58.4 61.1 N/A
Divested Divisions................................ -- 64.2 96.3 N/A
Corporate/Intersegment............................ 95.5 100.9 113.7 N/A
------ ------ ------ ------
$775.4 $842.0 $816.3 N/A
====== ====== ====== ======
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REPORT OF MANAGEMENT
The Company's management is responsible for the preparation and
presentation of the consolidated financial statements. The consolidated
financial statements have been prepared in conformity with accounting principles
generally accepted in the United States of America and as such include amounts
based on judgements and estimates made by management.
The Company's system of internal accounting controls is designed to provide
reasonable assurance at reasonable cost that assets are safeguarded from loss or
unauthorized use, and that the financial records may be relied upon for the
preparation of the consolidated financial statements.
The consolidated financial statements have been audited by our independent
auditors, Deloitte and Touche LLP. Their audit is conducted in accordance with
auditing standards generally accepted in the United States of America and
provides an independent assessment as to the fair presentation, in all material
respects, of the Company's consolidated financial statements.
The Audit Committee of the Board of Directors meets periodically with
management and the independent auditors to review internal accounting controls
and the quality of financial reporting. Financial management and the independent
auditors have full and free access to the Audit Committee.
/s/ Andries Ruijssenaars
Andries Ruijssenaars
President and Chief Executive Officer
/s/ Philip F. Schultz
Philip F. Schultz
Senior Vice President and
Chief Financial Officer
Cincinnati, Ohio
February 14, 2000
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INDEPENDENT AUDITORS' REPORT
The Board of Directors
Eagle-Picher Holdings, Inc.:
We have audited the accompanying consolidated balance sheets of
Eagle-Picher Holdings, Inc. and subsidiaries as of November 30, 2000 and 1999,
and the related consolidated statements of income (loss), shareholders' equity,
and cash flows for the years then ended and for the nine-month period ended
November 30, 1998 (Successor Company operations). In addition, we have audited
the accompanying consolidated statements of income (loss), shareholders' equity,
and cash flows of Eagle-Picher Industries, Inc. and subsidiaries for the
three-month period ended February 28, 1998 (Predecessor Company operations under
fresh-start accounting). These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the Successor Company consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of the Successor Company as of November 30, 2000 and 1999, and the
results of its operations and its cash flows for the years then ended and for
the nine-month period ended November 30, 1998, in conformity with accounting
principles generally accepted in the United States of America. Further, in our
opinion, the Predecessor Company consolidated financial statements under
fresh-start accounting referred to above present fairly, in all material
respects, the results of operations and cash flows of the Predecessor Company
for the three-month period ended February 28, 1998, in conformity with
accounting principles generally accepted in the United States of America.
As discussed in Notes A and B to the consolidated financial statements,
Eagle-Picher Industries, Inc. was acquired on February 24, 1998 by Eagle-Picher
Holdings, Inc., a majority-owned subsidiary of Granaria Industries B.V. As a
result, the consolidated financial statements for the three-month period ended
February 28, 1998 include the effects of such acquisition as of February 24,
1998 and, therefore, are not comparable to consolidated financial statements
prepared subsequent to February 28, 1998.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 14, 2001
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the name, age and position with the Company
of the individuals who serve as directors and executive officers of the Company.
Directors will hold their positions until the annual meeting of the stockholders
at which their term expires or until their respective successors are elected and
qualified. Executive officers will hold their positions until the annual meeting
of the Board of Directors or until their respective successors are elected and
qualified.
NAME AGE POSITION
---- --- --------
Joel P. Wyler....................... 51 Director, Chairman of the Board
Daniel C. Wyler..................... 49 Director
Dr. Wendelin Wiedeking.............. 48 Director
Andries Ruijssenaars................ 58 Director, President and Chief Executive Officer
Philip F. Schultz................... 43 Senior Vice President and Chief Financial Officer
Michael E. Aslanian................. 46 Senior Vice President -- Operations
David G. Krall...................... 39 Senior Vice President, General Counsel and Secretary
Mr. Joel P. Wyler has been a Director of the Company and Chairman of its
Board since the Company was formed in December 1997. He also has been a Director
and Chairman of the Board of EPI since the Acquisition. Mr. Wyler has been the
Chairman of the Board of Directors of Granaria Holdings B.V. since 1982.
Mr. Daniel C. Wyler was appointed as a Director of the Company and EPI in
January 1999. He has been the Chief Executive Officer of Granaria Holdings B.V.
since 1989.
Dr. Wiedeking was appointed as a Director of the Company and EPI in January
1999. He has been the Chairman of the Board of Porsche AG since 1993 where he is
also President and Chief Executive Officer.
Mr. Ruijssenaars has been President and Chief Executive Officer and a
Director of the Company since the Acquisition and has been President and a
Director of EPI since 1994. Upon consummation of the Acquisition, he also became
EPI's Chief Executive Officer. He was Senior Vice President of EPI from 1989
until December 1994. Mr. Ruijssenaars was first employed by EPI in 1980 as
General Manager of Eagle-Picher Industries GmbH in Ohringen, Germany, and has
also served as Executive Vice President and then President of EPI's former Ohio
Rubber Company Division. In December 2000, Mr. Ruijssenaars tendered his
resignation as President and Chief Executive Officer effective June 30, 2001.
The Company has engaged a management search firm to assist in its efforts to
find a successor to Mr. Ruijssenaars.
Mr. Schultz joined the Company as Senior Vice President and Chief Financial
Officer in October 1999. Prior to coming to the Company, he had been with Taft,
Stettinius & Hollister LLP, a legal firm based in Cincinnati, Ohio, since 1986
and had been a partner there since 1994. From 1984 to 1986, Mr. Schultz was with
the accounting firm of Touche, Ross & Company, and he has been a certified
public accountant since 1983.
Mr. Aslanian has been Senior Vice President-Operations since November 2000.
Mr. Aslanian had been Group Vice President of the Company since September 1998.
From 1994 until September 1998, he was Division President of EPI's Hillsdale
Tool & Manufacturing Co. Division. Mr. Aslanian joined EPI in 1974 with EPI's
former Fabricon Automotive Division where he was Production Manager, Plant
Manager, and ultimately in 1989 Division Manager of the then newly-formed Trim
Division. In 1990, he moved to EPI's Hillsdale Tool & Manufacturing Co. as Vice
President of Manufacturing and became President there in 1994.
Mr. Krall has been Senior Vice President, General Counsel and Secretary
since November 2000. He had been Vice President, General Counsel and Secretary
since he joined the Company in June 1998. Prior to coming to the Company, he had
been with Taft, Stettinius & Hollister LLP, a legal firm based in Cincinnati,
Ohio since 1986 and had been a partner there since 1995.
Mr. Joel P. Wyler and Mr. Daniel C. Wyler are brothers.
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ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following Summary Compensation Table sets forth the compensation for
the fiscal years indicated of (i) Mr. Ruijssenaars, the Company's Chief
Executive Officer, (ii) the Company's other four most highly compensated
executive officers during fiscal 2000, and (iii) one additional individual who
was among the Company's most highly compensated executive officers, but was not
serving as an executive officer of the Company at the end of fiscal 2000
(collectively, the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------- ------------
OTHER RESTRICTED
FISCAL ANNUAL STOCK ALL OTHER
YEAR COMPENSATION AWARD(S) COMPENSATION
NAME AND PRINCIPAL POSITION ENDED SALARY($) BONUS($) ($)(1) ($)(2) ($)(3)
--------------------------- -------- ---------- --------- ------------ ------------ ------------
Andries Ruijssenaars(4)....... 11/30/00 575,000 -- 179,528 -- 465,125
President and Chief
Executive 11/30/99 575,000 -- 448,812 -- 697,814
Officer 11/30/98 575,000 380,000 1,818,286 1,705,500 1,411,852
Michael E. Aslanian........... 11/30/00 290,000 -- 50,543 -- 152,350
Senior Vice President -- 11/30/99 280,000 130,000 34,108 -- 87,005
Operations 11/30/98 211,750 130,000 312,540 337,500 269,584
Philip F. Schultz(5).......... 11/30/00 265,000 -- -- -- 903
Senior Vice President and 11/30/99 34,144 39,375 192,664 220,588 --
Chief Financial Officer
Carroll D. Curless(6)......... 11/30/00 270,000 75,000 76,861 -- 211,471
Vice President and
Controller 11/30/99 260,000 75,000 144,410 -- 236,904
11/30/98 250,000 130,000 321,332 284,250 488,229
David G. Krall(7)............. 11/30/00 200,000 -- -- -- 5,466
Senior Vice President, 11/30/99 185,000 75,000 -- -- 3,057
General Counsel and
Secretary 11/30/98 85,000 65,000 62,582 67,500 132
Wayne R. Wickens(8)........... 11/30/00 209,192 -- 444,554 -- 1,471,606
Senior Vice President 11/30/99 370,000 75,000 182,717 -- 335,019
11/30/98 360,000 150,000 606,154 568,500 807,044
- ---------------
(1) This column includes nothing for perquisites since in no case did
perquisites exceed the reporting thresholds (the lesser of 10% of salary
plus bonus or $50,000). For each fiscal year, the column is comprised of
amounts for the payment of taxes on purchases of annuities under the
Company's Supplemental Executive Retirement Plan (the "SERP") for
participating Named Executive Officers. For fiscal 1998, the column also
includes amounts for the payment of taxes on shares awarded under the
Company's Incentive Stock Plan (described below), except for Mr. Schultz
whose taxes for shares awarded are reflected in fiscal 1999.
(2) The amounts in this column represent the dollar values at the times of grant
of restricted stock awards of shares of the Company's Class A Common Stock
under the Incentive Stock Plan. Shares awarded during fiscal 1998 were
originally subject to vesting over time but, pursuant to an amendment to the
Incentive Stock Plan, all of the awards were fully vested on or before
November 19, 1998. Shares awarded to Mr. Schultz during fiscal 1999 were
immediately vested. Dividends, if any are declared, are payable on the
restricted stock. The Company, however, has no obligation to declare
dividends and, pursuant to the terms of the Company's Preferred Stock,
certain restrictions exist on the Company's ability to declare dividends on
the Class A Common Stock. The amounts shown comprise the entire restricted
stock holdings of each Named Executive Officer and represent the following
numbers of shares as of November 30, 2000: Mr. Ruijssenaars, 30,000 shares;
Mr. Aslanian, 6,250 shares; Mr. Schultz, 1,250 shares; Mr. Curless, 5,000
shares; and Mr. Krall, 1,250 shares. At the time of his termination, Mr.
Wickens held 10,000 shares which the Company repurchased, in accordance with
the terms of the Incentive Stock Plan, for $2,061,900. Shares of Class A
Common Stock are valued at any point during a fiscal year based upon a
formula which considers, among
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other things, the Company's EBITDA and debt levels at the end of the
preceding year. Therefore, the values of the shares held for the duration of
the fiscal year beginning December 1, 2000 and which are based on the
Company's EBITDA and debt levels at fiscal year end November 30, 2000 are:
for Mr. Ruijssenaars, $4,685,400; for Mr. Aslanian, $976,125; for Mr.
Schultz, $195,225; for Mr. Curless, $780,900; and for Mr. Krall, $195,225.
(3) For fiscal 2000 this column includes the following amounts:
CONTRIBUTIONS TO VALUE OF AMOUNTS PAID
COST OF ANNUITY EAGLE-PICHER PAID LIFE PURSUANT TO SEVERANCE
UNDER SERP SALARIED 401(K) INSURANCE SHORT-TERM SALE PAYMENTS/
NAMED EXECUTIVE OFFICER ($) PLAN ($) PREMIUMS ($) PROGRAM ($) BENEFITS ($) TOTAL ($)
----------------------- --------------- ---------------- ------------ --------------- ------------ ---------
Andries Ruijssenaars... 196,343 5,250 1,032 262,500 465,125
Michael E. Aslanian... 56,740 5,250 360 90,000 152,350
Philip F. Schultz..... -- 663 240 -- 903
Carroll D. Curless.... 84,907 5,250 1,314 120,000 211,471
David G. Krall........ -- 5,250 216 -- 5,466
Wayne R. Wickens...... 497,793 4,625 24 162,500 806,664 1,471,606
Additionally, in fiscal 2000, Mr. Aslanian was paid $37,390 in connection
with a relocation.
(4) Mr. Ruijssenaars' employment with the Company will terminate on June 30,
2001 (see "Employment Agreements; Severance").
(5) Mr. Schultz was first employed by the Company on October 15, 1999.
(6) Mr. Curless retired from the Company effective December 31, 2000.
(7) Mr. Krall was first employed by the Company on June 1, 1998.
(8) Mr. Wickens' employment with the Company ended on May 31, 2000.
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RETIREMENT BENEFITS
The following table shows the estimated total combined annual benefits
payable to the Named Executive Officers upon retirement at age 62 under Social
Security, the Salaried Plan and the SERP, computed on the basis of a
straight-life annuity:
PENSION PLAN TABLE
YEARS OF SERVICE
-----------------------------------------
REMUNERATION 10 15 20 25+
- ------------ -------- -------- -------- --------
$ 250,000 ..................................... $ 60,000 $ 90,000 $120,000 $150,000
300,000 ..................................... 72,000 108,000 144,000 180,000
350,000 ..................................... 84,000 126,000 168,000 210,000
400,000 ..................................... 96,000 144,000 192,000 240,000
450,000 ..................................... 108,000 162,000 216,000 270,000
500,000 ..................................... 120,000 180,000 240,000 300,000
550,000 ..................................... 132,000 198,000 264,000 330,000
600,000 ..................................... 144,000 216,000 288,000 360,000
650,000 ..................................... 156,000 234,000 312,000 390,000
700,000 ..................................... 168,000 252,000 336,000 420,000
750,000 ..................................... 180,000 270,000 360,000 450,000
800,000 ..................................... 192,000 288,000 384,000 480,000
850,000 ..................................... 204,000 306,000 408,000 510,000
900,000 ..................................... 216,000 324,000 432,000 540,000
950,000 ..................................... 228,000 342,000 456,000 570,000
1,000,000 ..................................... 240,000 360,000 480,000 600,000
1,050,000 ..................................... 252,000 378,000 504,000 630,000
1,100,000 ..................................... 264,000 396,000 528,000 660,000
$1,150,000 ..................................... $276,000 $414,000 $552,000 $690,000
The Eagle-Picher Salaried Plan (the "Salaried Plan" and, together with the
SERP, the "Retirement Plans") is a non-contributory defined benefit pension plan
in which the Named Executive Officers are participants. The SERP, in which the
Named Executive Officers are also participants, provides retirement benefits in
addition to the benefits available under the Salaried Plan. The Retirement Plans
provide benefits after retirement based on the highest average monthly
compensation during five consecutive years of the last ten years preceding
retirement. For purposes of the Retirement Plans, compensation includes base
salary, bonuses, commissions and severance payments. These payments are reported
in the Summary Compensation Table. Payments pursuant to the Short Term Sale
Program (discussed below) are not included in compensation for purposes of the
Retirement Plans.
The estimated credited years of service for the Named Executive Officers at
age 62 will be:
Andries Ruijssenaars........................................ 24
Michael E. Aslanian......................................... 41
Philip F. Schultz........................................... 19
Carroll D. Curless.......................................... 36(A)
David G. Krall.............................................. 25
Wayne R. Wickens............................................ 24(A)
--------------------
(A) Represents final credited years of service for purposes of calculating
benefits under the Retirement Plans for Mr. Curless and Mr. Wickens.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company receive an annual retainer
of $50,000, payable quarterly, with no additional fees for attendance or
committee membership, except for Dr. Wendelin Wiedeking who was
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issued 2,500 shares of Class A Common Stock in the Company in lieu of directors'
fees. Directors who are also employees of the Company receive no fees for their
services as Directors.
The Company has an Incentive Stock Plan for Outside Directors. Under the
Plan, nonemployee directors of the Company who also are directors of EPI may be
awarded shares of the Company's Class A Common Stock in lieu of directors' fees.
The right to receive the shares is conditioned on the participant's execution of
a shareholders' agreement which, among other things, governs the transferability
of the shares, and a voting trust agreement under which the shares are held of
record and voted by Granaria Holdings B.V. In connection with his becoming a
director, Dr. Wendelin Wiedeking was awarded 2,500 shares as of April 12, 1999.
All or a portion of the shares will be forfeited, in accordance with a declining
scale of 20% per year, if Dr. Wiedeking leaves either Board prior to April 12,
2004. The forfeiture provisions terminate in the event of Dr. Wiedeking's death
or incapacity or if a change of control occurs or an initial public offering is
made. If Dr. Wiedeking is involuntarily removed from the Boards, other than for
cause, EPI will reimburse him for his tax liability relating to any forfeited
shares.
Joel P. Wyler and Daniel C. Wyler, as named Directors of the Company and
EPI, provide services on behalf of and pursuant to their employment by Granaria
Holdings B.V. All directors' fees due as a result of their services as named
Directors are paid to Granaria Holdings B.V.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2000 the Compensation Committee of the Board of Directors of
the Company was comprised of Joel P. Wyler, Chairman of Granaria Holdings B.V.
and Chairman of the Company and EPI, Daniel C. Wyler, CEO of Granaria Holdings
B.V., Dr. Wendelin Wiedeking, Chairman, President and CEO of Porsche AG and
Andries Ruijssenaars, President and Chief Executive Officer of the Company and
EPI.
EMPLOYMENT AGREEMENTS; SEVERANCE
EPI had employment agreements, which became effective on November 29, 1996
and expired on February 24, 2000, with Messrs. Ruijssenaars, Wickens and
Curless. The employment agreements provided for base annual salaries and for
salary increases and bonuses, as determined from time to time by the Board of
Directors of EPI. In addition, the employment agreements provided that each
officer would participate in EPI's employee and executive benefit and short and
long-term incentive plans as in effect from time to time.
Effective November 18, 1996, EPI adopted the Eagle-Picher Industries, Inc.
Officer Severance Plan (the "Severance Plan") covering all officers of EPI other
than those with employment agreements referenced above. Each of Messrs.
Aslanian, Schultz and Krall is and has been a participant in the Severance Plan;
Mr. Ruijssenaars became a participant following the expiration of his employment
agreement. Both Messrs. Curless and Wickens, following the expiration of their
employment agreements, were participants in the Severance Plan until their
respective employment with EPI ended.
Under the terms of the Severance Plan, if a participant is terminated by
EPI other than for cause, he is entitled to:
(a) a "supplemental severance" benefit equal to one year's base pay (at the
then-current base salary),
(b) a "base severance" benefit equal to one week's pay for each completed
year of service with EPI, and
(c) continued group medical and group life insurance benefits for the same
period as set forth in (b).
Benefits will not be paid if a participant voluntarily leaves the employ of EPI
or remains employed by EPI following a change of control. If a participant is
employed by another company while receiving benefits under this Plan, the base
severance benefit will be reduced by all wages received from the new employer.
Similarly, continued insurance benefits will be discontinued if comparable
benefits are offered by the new employer.
On December 20, 2000, Mr. Ruijssenaars gave notice of termination of his
employment effective June 30, 2001. This notice of termination was given by Mr.
Ruijssenaars under the terms of an Executive Employment Agreement with EPI dated
November 7, 2000. The Company and Mr. Ruijssenaars are currently negotiating a
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severance arrangement. It is anticipated that Mr. Ruijssenaars will receive a
lump sum payment approximately equal to three times his base salary. The Company
has engaged a management search firm to assist in its efforts to find a
successor to Mr. Ruijssenaars.
In connection with his termination of employment on May 31, 2000, Mr.
Wickens entered into a severance agreement with EPI. Under this agreement, in
addition to "supplemental severance" and "base severance" benefits totaling
$543,141 provided by the Severance Plan, Mr. Wickens received continued group
medical coverage for a period of 18 months beyond that provided under part (c)
above, outplacement services, title to his company car, a lump sum payment of
$244,000 (not deemed severance for purposes of the Retirement Plans) and other
miscellaneous benefits. He also received a payment of $696,780, including tax
gross-up, for calendar year 2000 SERP benefits in lieu of adding those benefits
to amounts to which he will be entitled under the Retirement Plans. In
accordance with the terms of the Incentive Stock Plan, EPI repurchased the
shares of Class A Common Stock awarded to Mr. Wickens under that plan for
$206.19 per share.
SHORT TERM SALE PROGRAM
Prior to the Acquisition, EPI adopted a Short Term Sale Program (the
"STSP") pursuant to which EPI was obligated to make payments to certain members
of senior management (the "eligible individuals") in connection with the
consummation of the Acquisition. The STSP provided for (i) a stay-put bonus
equal to an eligible individual's fiscal 1997 base salary ("Stay-Put") and (ii)
a sales incentive bonus based on a multiple (ranging from 50% to 200%) of an
eligible individual's fiscal 1997 base salary ("Sales Incentive").
The Stay-Put bonus was payable in two equal parts: the first was paid
shortly after the Acquisition, and the second was payable shortly following the
second anniversary of the Acquisition, provided that the individual remained
employed by EPI. The second Stay-Put paid to each of the Named Executive
Officers during fiscal 2000 is shown in footnote 3 to the Summary Compensation
Table. All Sales Incentive bonus payments were completed in 1999. Mr. Schultz
and Mr. Krall were not participants in the STSP.
INCENTIVE STOCK PLAN
EPI has an Incentive Stock Plan pursuant to which restricted shares of the
Company's Class A Common Stock have been and may be allocated to members of
EPI's senior management. The right to receive the shares is conditioned on the
participant's execution of a shareholders' agreement which, among other things,
governs the transferability of the shares, and a voting trust agreement under
which the shares are held of record and voted by Granaria Holdings B.V. However,
shares awarded are beneficially owned by the recipient and generally are
immediately vested. Under the terms of the Plan, EPI is obligated to reimburse
Plan participants for any tax obligations associated with their receipt of the
shares.
The shareholders' agreement also gives participants the right to require
EPI to purchase such participants' shares on, or for certain senior officers,
within a five-year period following, termination of employment at a formula
price. Such purchase would constitute a "Restricted Payment" as such term is
defined in the Indenture (the "Indenture") for EPI's 9 3/8% Senior Subordinated
Notes (the "Notes") and the terms of the Company's 11 3/4% Series B Cumulative
Redeemable Exchangeable Preferred Stock (the "Preferred Stock"). Among the terms
of the Indenture and the Preferred Stock, Restricted Payments cannot exceed 50%
of the Company's cumulative consolidated net income from March 1, 1998 (plus the
proceeds of certain securities issuances). The Company currently has a
cumulative consolidated net loss since March 1, 1998. There is an exception from
the limitations on Restricted Payments permitting the purchase of up to $5
million of Company common stock held by current or former directors, officers or
employees. As of the date hereof, approximately $3.8 million of this exception
has been used, leaving the Company the ability to purchase an additional $1.2
million of common stock. Former employees or current employees who have given
notice of termination of employment hold in the aggregate common stock subject
to put options exercisable in fiscal year 2001 with a total price of $5.1
million at the formula valuation in effect for fiscal year 2001. If such persons
were to exercise their put options, the Company would be required to seek a
waiver from holders of the Notes and the Preferred Stock.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Class A Common Stock as of February 23, 2001, by each
person known by the Company to own beneficially 5% or more of the Class A Common
Stock, the Company's only voting security.
SHARES BENEFICIALLY OWNED
--------------------------------
NUMBER OF PERCENTAGE OF
NAME CLASS A SHARES CLASS A SHARES
---- -------------- --------------
Granaria Holdings B.V....................................... 619,501 99.1%
Lange Voorhout 16
P.O. Box 233
2501 CE The Hague
The Netherlands(1),(2),(3)
Joel P. Wyler............................................... 625,001 100.0%
Lange Voorhout 16
P.O. Box 233
2501 CE The Hague
The Netherlands(2),(3),(4),(5)
Daniel C. Wyler............................................. 619,501 99.1%
Lange Voorhout 16
P.O. Box 233
2501 CE The Hague
The Netherlands(2),(3),(4)
Granaria Holdings B.V. has informed the Company that it may attempt to
purchase some or all of the outstanding shares of 11 3/4% Series B Cumulative
Exchangeable Preferred Stock of the Company. Certain members of management of
the Company may be offered the opportunity to participate in such a transaction.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of February 23, 2001,
regarding the ownership of the Company's Class A Common Stock, the Company's
only voting security and the only equity security held by the Company's
directors or executive officers. All shares are subject both to a Voting Trust
Agreement that allows all of the shares owned by the Company's management to be
voted by Granaria Holdings B.V. and to a Shareholders Agreement that restricts
their disposition.
SHARES BENEFICIALLY OWNED
--------------------------------
NUMBER OF PERCENTAGE OF
NAME CLASS A SHARES CLASS A SHARES
---- -------------- --------------
Joel P. Wyler(2),(3),(4),(5)................................ 625,001 100.0%
Daniel C. Wyler(2),(3),(4).................................. 619,501 99.1%
Andries Ruijssenaars(5)..................................... 35,500 5.7%
David G. Krall(5)........................................... 6,750 1.1%
Michael E. Aslanian......................................... 6,250 1.0%
Carroll D. Curless.......................................... 5,000 *
Dr. Wendelin Wiedeking...................................... 2,500 *
Philip F. Schultz........................................... 1,250 *
All directors and executive officers as a group (seven
persons).................................................. 625,001 100.0%
74
75
- ---------------
(*) Less than 1.0%.
(1) Granaria Holdings B.V. is 100% owned by Wijler Holding B.V., a Dutch
Antilles company, 50.1% of which is owned by Joel P. Wyler and 49.9% of
which is owned by Daniel C. Wyler.
(2) Includes 525,001 shares held by Granaria Industries B.V., which is majority
owned by Granaria Holdings B.V.
(3) Includes 83,500 shares held by Granaria Holdings B.V. as voting trustee
either for certain members of management or for the Company.
(4) Includes 11,000 shares held by Granaria Holdings B.V.
(5) Includes 5,500 shares held by the E-P Management Trust, of which Messrs.
Joel P. Wyler, Andries Ruijssenaars and David Krall are trustees.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.
The Company has an advisory and consulting agreement with Granaria Holdings
B.V. ("Granaria Holdings") pursuant to which the Company has paid Granaria
Holdings an annual management fee of $1.75 million annually plus out-of-pocket
expenses. Fees and expenses relating to these services amounted to $2.1 million
in 2000. At November 30, 2000, $.5 million relating to these fees and expenses
is due Granaria Holdings. Granaria Holdings waived this fee for the first
quarter of fiscal year 2001.
EPI adopted a Short Term Sale Program ("STSP") prior to the Acquisition
which provided for payments to the executive officers and members of senior
management in the event of a change of control. The Acquisition constituted such
a change of control. (See Executive Compensation -- Short Term Sale Program.)
The Company recorded an expense of $10.1 million in the year ended November 30,
1998 in connection with the STSP. With payments in 2000 of approximately $1.5
million, the Company has satisfied all obligations under the STSP.
In 1998, the Company paid $10.0 million to the Eagle-Picher Management
Trust ("E-P Management Trust") for the benefit of certain executive officers of
the Company. The $10.0 million payment was effectively used to acquire certain
restricted stock of Granaria Industries B.V. which was later exchanged for
common stock of the Company. Certain of the shares of the Company held by the
E-P Management Trust have been allocated to certain members of senior management
of the Company. The Company also reimbursed the holders of the shares for their
tax obligations associated with receipt of such shares. (See Executive
Compensation -- Incentive Stock Plan.) The Company has recorded compensation
expense of $.0 million in 2000 for the restricted shares and related tax
reimbursements.
75
76
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)1. All Financial Statements:
-- Financial Statements -- Included in Item 8 in this Report
-- Independent Auditors' Report -- Included in Item 8 in this
Report
2. Financial Statement Schedules
-- None
3. Exhibits (numbers keyed to Item 601, Regulation S-K)
2.1 -- Third Amended Plan of Reorganization of Eagle-Picher
Industries, Inc. ("EPI")(1)
2.2 -- Exhibits to Third Amended Plan of Reorganization of EPI(1)
3.1 -- Articles of Incorporation of EPI, as amended(1)
3.2 -- Regulations of EPI(1)
3.3 -- Amended and Restated Certificate of Incorporation of
Eagle-Picher Holdings, Inc. (the "Company")(1)
3.4 -- Bylaws of the Company(1)
3.5 -- Articles of Incorporation of Daisy Parts, Inc.(2)
3.6 -- Bylaws of Daisy Parts, Inc.(2)
3.7 -- Certificate of Incorporation of Eagle-Picher Development
Company, Inc.(2)
3.8 -- Bylaws of Eagle-Picher Development Company, Inc.(2)
3.9 -- Certificate of Incorporation of Eagle-Picher Far East,
Inc.(2)
3.10 -- Bylaws of Eagle-Picher Far East, Inc.(2)
3.11 -- Articles of Incorporation of Eagle-Picher Fluid Systems,
Inc.(2)
3.12 -- Bylaws of Eagle-Picher Fluid Systems, Inc.(2)
3.13 -- Articles of Incorporation of Eagle-Picher Minerals, Inc.(2)
3.14 -- Bylaws of Eagle-Picher Minerals, Inc.(2)
3.15 -- Certificate of Formation of Eagle-Picher Technologies,
LLC(2)
3.16 -- Operating Agreement of Eagle-Picher Technologies, LLC(2)
3.16a -- Amended and Restated Limited Liability Company Agreement of
Eagle-Picher Technologies, LLC(3)
3.17 -- Articles of Incorporation of Hillsdale Tool & Manufacturing
Co.(2)
3.18 -- Bylaws of Hillsdale Tool & Manufacturing Co.(2)
3.19 -- Restated Articles of Incorporation of EPMR Corporation
(f/k/a Michigan Automotive Research Corporation)(8)
3.20 -- Bylaws of EPMR Corporation (f/k/a Michigan Automotive
Research Corporation)(8)
4.1 -- Indenture, dated as of February 24, 1998, between EPI, the
Company as a Guarantor, subsidiary guarantors (Daisy Parts,
Inc. Eagle-Picher Development Company, Inc., Eagle-Picher
Far East, Inc., Eagle-Picher Fluid Systems, Inc.,
Eagle-Picher Minerals, Inc., Eagle-Picher Technologies, LLC,
Hillsdale Tool & Manufacturing Co., Michigan Automotive
Research Corporation (together, the 'Subsidiary Guarantors"
or the "Domestic Subsidiaries"), and The Bank of New York as
Trustee (the "Trustee")(1)
4.2 -- Cross Reference Table showing the location in the Indenture
of the provisions of Sections 310 through 318(a), inclusive,
of the Trust Indenture Act of 1939(1)
4.3 -- First Supplemental Indenture dated as of February 24, 1998,
between EPI and the Trustee(1)
4.4 -- Form of Global Note (attached as Exhibit A to the Indenture
filed as Exhibit 4.1)(1)
4.5 -- Certified Copy of the Certificate of Designations,
Preferences and Rights of 11 3/4% Series A Cumulative
Redeemable Exchangeable Preferred Stock and 11 3/4% Series B
Cumulative Redeemable Exchangeable Preferred Stock of the
Company(1)
76
77
4.6 -- Form of Certificate and Global Share of 11 3/4% Series A
Cumulative Redeemable Exchangeable Preferred Stock and
11 3/4% Series B Cumulative Redeemable Exchangeable
Preferred Stock (attached as Exhibit A to the Certificate of
Designations filed as Exhibit 4.5)(1)
4.7 -- Form of Exchange Debentures Indenture relating to 11 3/4%
Exchange Debentures due 2008 of the Company(1)
4.8 -- Cross Reference Table showing the location in the Exchange
Debentures Indenture of the provisions of Sections 310
through 318(a), inclusive, of the Trust Indenture Act of
1939(1)
4.9 -- Form of 11 3/4% Exchange Debenture due 2008 (attached as
Exhibit A to the Exchange Debentures Indenture filed as
Exhibit 4.7)(1)
9.1 -- Voting Trust Agreement dated November 16, 1998 with owners
of Class A (Voting) Common Stock of the Company(4)
10.1 -- Merger Agreement, dated as of December 23, 1997, among EPI,
the Eagle-Picher Industries,Inc. Personal Injury Settlement
Trust, the Company and E-P Acquisition, Inc.(1)
10.2 -- Amendment No. 1 to the Merger Agreement, dated as of
February 23, 1998, among EPI, the Eagle-Picher Industries,
Inc. Personal Injury Settlement Trust, the Company and E-P
Acquisition, Inc.(1)
10.3 -- Supplemental Executive Retirement Plan of EPI(2)
10.4 -- Notes Purchase Agreement, dated February 19, 1998, among E-P
Acquisition, Inc., EPI, The Company, SBC Warburg Dillon Read
and ABN AMRO Incorporated(1)
10.5 -- Assumption Agreement for the Notes Purchase Agreement, dated
as of February 24, 1998, between EPI and the Subsidiary
Guarantors(1)
10.6 -- Registration Rights Agreement, dated as of February 24,
1998, between E-P Acquisition, Inc., SBC Warburg Dillon Read
and ABN AMRO Incorporated(1)
10.7 -- Assumption Agreement for the Registration Rights Agreement,
dated as of February 24, 1998, of EPI(1)
10.8 -- Credit Agreement, dated as of February 19, 1998, among E-P
Acquisition, Inc. (merged with and into EPI), Various
Lenders from time to time party thereto, ABN AMRO Bank N.V.,
as Agent (the "Agent"), PNC Bank, National Association, as
Documentation Agent and DLJ Capital Funding, Inc., as
Syndication Agent(1)
10.9 -- Assumption Agreement dated as of February 24, 1998, between
EPI and the Agent(1)
10.10 -- Security Agreement, dated as of February 24, 1998, among
EPI, the Agent and the Domestic Subsidiaries(1)
10.11 -- Holdings Pledge Agreement, dated as of February 24, 1998,
between the Company and the Agent(1)
10.12 -- Borrower and Subsidiary Pledge Agreement, dated as of
February 24, 1998, among EPI, Eagle-Picher Development
Company, Eagle-Picher Minerals, Inc. and the Agent(1)
10.13 -- Holdings Guaranty Agreement, dated as of February 24, 1998,
by the Company, accepted and agreed by the Agent(1)
10.14 -- Subsidiary Guaranty Agreement, dated as of February 24,
1998, by the Domestic Subsidiaries, accepted and agreed by
the Agent(1)
10.15 -- Trademark Collateral Agreement, dated February 24, 1998,
between EPI and the Agent(1)
10.16 -- Patent Collateral Agreement, dated February 24, 1998,
between EPI and the Agent(1)
10.17 -- Copyright Collateral Agreement, dated February 24, 1998,
between EPI and the Agent(1)
10.18 -- Subordination Agreement, dated as of February 24, 1998,
among E-P Acquisition, Inc., EPI and the Domestic
Subsidiaries(2)
10.19 -- Management Agreement dated as of February 24, 1998, between
EPI and Granaria Holdings B.V.(1)
10.20 -- Eagle-Picher Management Trust made February 17, 1998, among
Granaria Industries B.V. and Thomas E. Petry, Andries
Ruijssenaars and Joel Wyler as trustees (the "E-P Management
Trust")(2)
10.21 -- Incentive Stock Plan of EPI, effective as of February 25,
1998(2)
77
78
10.22 -- Employment Agreements dated November 29, 1996, between EPI
and each Named Executive Officer as defined in EPI's Form
S-4 filed in 1998, as amended (Messrs. Petry, Ruijssenaars,
Hall, Wickens, Curless and Ralston)(2)
10.23 -- Amendments dated August 5, 1997, to Employment Agreements
between EPI and each Named Executive Officer as defined in
EPI's Form S-4(2)
10.24 -- Sales Incentive Program of EPI(2)
10.25 -- Letter Agreements dated August 5, 1997, between EPI and each
Named Executive Officer as defined in EPI's Form S-4
regarding Short Term Sale Program(2)
10.26 -- Letter Agreement dated September 12, 1997, between EPI and
Carroll D. Curless regarding Sale Incentive Bonus(2)
10.27 -- Letter Agreements dated February 18, 1998, between EPI and
each Named Executive Officer as defined in EPI's Form S-4
regarding Short Term Sale Program(2)
10.28 -- Side Letter, dated February 23, 1998, regarding Amendments
to the Short Term Sale Program(2)
10.29 -- Preferred Stock Purchase Agreement, dated February 19, 1998,
between the Company and the initial purchasers(1)
10.30 -- Preferred Stock Registration Rights Agreement, dated as of
February 24, 1998, between the Company and the initial
purchasers(1)
10.31 -- Transfer Agency Agreement, dated, dated as of February 24,
1998, between the Company and The Bank of New York, as
Transfer Agent(2)
10.32 -- The Company Incentive Stock Plan for Outside Directors
effective January 1, 1999(4)
10.33 -- Amended and Restated Incentive Stock Plan of EPI(4)
10.34 -- Second Amended and Restated Incentive Stock Plan of EPI(4)
10.35 -- Shareholders Agreement dated October 15, 1998, among
Granaria Holdings B.V., Granaria Industries B.V., the
Company and EPI(4)
10.36 -- Voting Trust Agreement dated as of November 16, 1998, by and
among certain shareholders of the Company and Granaria
Holdings B.V.(5)
10.37 -- Stock Purchase Agreement dated April 8, 1999, between
Hillsdale Tool & Manufacturing Co., Charterhouse Automotive
Group Inc. and the Shareholders of Charterhouse Automotive
Group, Inc.(6)
10.38 -- Shareholders Agreement dated April 12, 1999, among Granaria
Holdings B.V., the Company, EPI, and certain shareholders of
the Company(5)
10.39 -- Voting Trust Agreement dated April 13, 1999, between certain
shareholders of the Company and Granaria Holdings B.V. as
voting trustee(5)
10.40 -- Amendment to Credit Agreement and Consent, dated as of May
18, 1999, among EPI, the lenders party thereto, ABN AMRO
Bank N.V., as Agent, PNC Bank, National Association, as
Documentation Agent, and NBD Bank, N.A., as Syndication
Agent(5)
10.41 -- Receivables Loan Agreement dated as of May 18, 1999, among
Eagle-Picher Acceptance Corporation, EPI, ABN AMRO Bank
N.V., the Lender Agents, the Related Bank Lenders, Amsterdam
Funding Corporation and the Other Conduit Lenders(5)
10.42 -- Receivables Purchase Agreement dated as of May 18, 1999,
between EPI and Eagle-Picher Acceptance Corporation(5)
10.43 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Carpenter Enterprises Limited and Eagle-Picher
Acceptance Corporation(5)
10.44 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Daisy Parts, Inc. and Eagle-Picher Acceptance
Corporation(5)
10.45 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Development Company and Eagle-Picher
Acceptance Corporation(5)
10.46 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Fluid Systems, Inc. and Eagle-Picher
Acceptance Corporation(5)
10.47 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Minerals, Inc. and Eagle-Picher
Acceptance Corporation(5)
78
79
10.48 -- Receivables Purchase Agreement dated as of May 18, 1999, between Eagle-Picher Technologies, LLC
and Eagle-Picher Acceptance Corporation(5)
10.49 -- Receivables Purchase Agreement dated as of May 18, 1999, between Hillsdale Tool & Manufacturing
Co. and Eagle-Picher Acceptance Corporation(5)
10.50 -- Receivables Purchase Agreement dated as of May 18, 1999, between Michigan Automotive Research
Corporation and Eagle-Picher Acceptance Corporation(5)
10.51 -- Share Appreciation Plan of EPI(7)
10.52 -- Amendment to Credit Agreement and Consent dated as of August 1, 2000, among EPI, the lenders
party thereto, ABN AMRO Bank N.V. as Agent, PNC Bank, National Association as Documentation
Agent, and Bank One, Indiana, N.A. as Syndication Agent(9)
10.53 -- Resignation, Release and Severance Pay Agreement dated May 31, 2000 between EPI and Wayne R.
Wickens
10.54 -- Executive Employment Agreement dated November 7, 2000 between EPI and Andries Ruijssenaars
12.1 -- Ratios of Earnings to Fixed Charges and Preferred Stock Dividends
21.1 -- Subsidiaries of EPI
23.1 -- Consent of Deloitte & Touche LLP
24(a),(b) -- Powers of Attorney
27.1 -- Financial Data Schedule (submitted electronically to the SEC for its information)
- ---------------
(1) Incorporated by reference to the Company's Form S-4 Registration Statement
No. 333-49957-01 filed on April 11, 1998.
(2) Incorporated by reference to EPI's Amendment No. 1 to Form S-4 Registration
Statement No. 333-49957 filed on May 20, 1998.
(3) Incorporated by reference to EPI's Amendment No. 2 to Form S-4 Registration
Statement No. 333-49957 filed on June 5, 1998.
(4) Incorporated by reference to the Company's Form 10-K filed on March 1, 1999.
(5) Incorporated by reference to the Company's Form 10-Q filed on June 30, 1999.
(6) Incorporated by reference to the Company's Form 8-K filed on April 21, 1999.
(7) Incorporated by reference to EPI's Form 10-Q filed on June 29, 1998.
(8) Incorporated by reference to the Company's Form 10-Q filed on April 12,
2000.
(9) Incorporated by reference to the Company's Form 10-Q filed on October 16,
2000.
- ---------------
(b)1. Reports on Form 8-K
-- None filed in the Company's fourth quarter for the period covered by
the report.
79
80
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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.
EAGLE-PICHER HOLDINGS, INC.
By /s/ ANDRIES RUIJSSENAARS
------------------------------------
Andries Ruijssenaars
President and Chief
Executive Officer
Date: February 28, 2001
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
/s/ ANDRIES RUIJSSENAARS Date: February 28, 2001
- --------------------------------------------------------
Andries Ruijssenaars, President,
Chief Executive Officer and Director
/s/ PHILIP F. SCHULTZ Date: February 28, 2001
- --------------------------------------------------------
Philip F. Schultz, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ JOEL P. WYLER* Date: February 28, 2001
- --------------------------------------------------------
Joel P. Wyler, Director and
Chairman of the Board
/s/ DANIEL C. WYLER* Date: February 28, 2001
- --------------------------------------------------------
Daniel C. Wyler, Director
*By /s/ David G. Krall
----------------------------------------------------
David G. Krall
Attorney-in-fact
80
81
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER INDUSTRIES, INC.
By /s/ ANDRIES RUIJSSENAARS
------------------------------------
Andries Ruijssenaars
President and Chief Executive
Officer
Dated: February 28, 2001
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EAGLE-PICHER HOLDINGS, INC., AND IN THE CAPACITIES AND ON
THE DATES INDICATED.
/s/ ANDRIES RUIJSSENAARS Date: February 28, 2001
- --------------------------------------------------------
Andries Ruijssenaars, President, Chief
Executive Officer and Director
(Principal Executive Officer)
/s/ PHILIP F. SCHULTZ Date: February 28, 2001
- --------------------------------------------------------
Philip F. Schultz, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ JOEL P. WYLER* Date: February 28, 2001
- --------------------------------------------------------
Joel P. Wyler, Director and
Chairman of the Board
/s/ DANIEL C. WYLER* Date: February 28, 2001
- --------------------------------------------------------
Daniel C. Wyler, Director
*By /s/ DAVID G. KRALL
----------------------------------------------------
David G. Krall
Attorney-in-fact
81
82
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
DAISY PARTS, INC.
By /s/ WILLIAM D. OETERS
------------------------------------
William D. Oeters
President
(Principal Executive Officer)
Dated: February 28, 2001
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, DAISY PARTS, INC., AND IN THE CAPACITIES AND ON THE DATES
INDICATED.
/s/ WILLIAM D. OETERS Date: February 28, 2001
- --------------------------------------------------------
William D. Oeters, President
(Principal Executive Officer)
/s/ TOM B. SCHERPENBERG Date: February 28, 2001
- --------------------------------------------------------
Tom B. Scherpenberg, Treasurer
(Principal Financial Officer)
/s/ DAVID P. KELLEY Date: February 28, 2001
- --------------------------------------------------------
David P. Kelley, Vice President
(Principal Accounting Officer)
/s/ DAVID N. EVANS Date: February 28, 2001
- --------------------------------------------------------
David N. Evans, Director
/s/ DAVID G. KRALL Date: February 28, 2001
- --------------------------------------------------------
David G. Krall, Director
82
83
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER DEVELOPMENT CO., INC.
By /s/ ANDRIES RUIJSSENAARS
------------------------------------
Andries Ruijssenaars
President
(Principal Executive Officer)
Dated: February 28, 2001
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EAGLE-PICHER DEVELOPMENT CO., INC., AND IN THE CAPACITIES
AND ON THE DATES INDICATED.
/s/ ANDRIES RUIJSSENAARS Date: February 28, 2001
- --------------------------------------------------------
Andries Ruijssenaars, Director
and President
(Principal Executive Officer)
/s/ TOM B. SCHERPENBERG Date: February 28, 2001
- --------------------------------------------------------
Tom B. Scherpenberg, Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ DAVID G. KRALL Date: February 28, 2001
- --------------------------------------------------------
David G. Krall, Director
83
84
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER FAR EAST, INC.
By /s/ ANDRIES RUIJSSENAARS
------------------------------------
Andries Ruijssenaars
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
Dated: February 28, 2001
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EAGLE-PICHER FAR EAST, INC., AND IN THE CAPACITIES AND ON
THE DATES INDICATED.
/s/ ANDRIES RUIJSSENAARS Date: February 28, 2001
- --------------------------------------------------------
Andries Ruijssenaars, Director,
Chairman of the Board and
Chief Executive Officer
/s/ TOM B. SCHERPENBERG Date: February 28, 2001
- --------------------------------------------------------
Tom B. Scherpenberg, Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ DAVID N. EVANS Date: February 28, 2001
- --------------------------------------------------------
David N. Evans, Director
/s/ DAVID G. KRALL Date: February 28, 2001
- --------------------------------------------------------
David G. Krall, Director
84
85
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER MINERALS, INC.
By /s/ JAMES L. LAURIA
------------------------------------
James L. Lauria
President
(Principal Executive Officer)
Dated: February 28, 2001
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EAGLE-PICHER MINERALS, INC., AND IN THE CAPACITIES AND ON
THE DATES INDICATED.
/s/ JAMES L. LAURIA Date: February 28, 2001
- --------------------------------------------------------
James L. Lauria, President
(Principal Executive Officer)
/s/ TOM B. SCHERPENBERG Date: February 28, 2001
- --------------------------------------------------------
Tom B. Scherpenberg, Treasurer
(Principal Financial Officer
/s/ PAUL R. WONDER Date: February 28, 2001
- --------------------------------------------------------
Paul R. Wonder, Vice President
(Principal Accounting Officer)
/s/ DAVID N. EVANS Date: February 28, 2001
- --------------------------------------------------------
David N. Evans, Director
/s/ DAVID G. KRALL Date: February 28, 2001
- --------------------------------------------------------
David G. Krall, Director
85
86
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EAGLE-PICHER TECHNOLOGIES, LLC
By /s/ WILLIAM E. LONG
------------------------------------
William E. Long
President
(Principal Executive Officer)
Dated: February 28, 2001
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, EAGLE-PICHER TECHNOLOGIES, LLC, AND IN THE CAPACITIES AND
ON THE DATES INDICATED.
/s/ WILLIAM E. LONG Date: February 28, 2001
- --------------------------------------------------------
William E. Long, President
and Director
(Principal Executive Officer)
/s/ DOUG WRIGHT Date: February 28, 2001
- --------------------------------------------------------
R. Doug Wright, Vice President
Chief Financial Officer and Treasurer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ JOEL P. WYLER* Date: February 28, 2001
- --------------------------------------------------------
Joel P. Wyler, Director
/s/ ANDRIES RUIJSSENAARS Date: February 28, 2001
- --------------------------------------------------------
Andries Ruijssenaars, Director
*By /s/ DAVID G. KRALL
----------------------------------------------------
David G. Krall
Attorney-in-fact
86
87
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE ADDITIONAL REGISTRANT HAS DULY CAUSED THIS REPORT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
HILLSDALE TOOL & MANUFACTURING CO.
By /s/ WILLIAM D. OETERS
------------------------------------
William D. Oeters
President
(Principal Executive Officer)
Dated: February 28, 2001
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
ADDITIONAL REGISTRANT, HILLSDALE TOOL & MANUFACTURING CO., AND IN THE CAPACITIES
AND ON THE DATES INDICATED.
/s/ WILLIAM D. OETERS Date: February 28, 2001
- --------------------------------------------------------
William D. Oeters, President
(Principal Executive Officer)
/s/ TOM B. SCHERPENBERG Date: February 28, 2001
- --------------------------------------------------------
Tom B. Scherpenberg, Treasurer
(Principal Financial Officer)
/s/ DAVID P. KELLEY Date: February 28, 2001
- --------------------------------------------------------
David P. Kelley, Vice President
(Principal Accounting Officer)
/s/ DAVID N. EVANS Date: February 28, 2001
- --------------------------------------------------------
David N. Evans, Director
/s/ DAVID G. KRALL Date: February 28, 2001
- --------------------------------------------------------
David G. Krall, Director
87
88
EXHIBIT INDEX
EXHIBIT
NUMBER
- -------
2.1 -- Third Amended Plan of Reorganization of Eagle-Picher
Industries, Inc. ("EPI")*
2.2 -- Exhibits to Third Amended Plan of Reorganization of EPI*
3.1 -- Articles of Incorporation of EPI, as amended*
3.2 -- Regulations of EPI*
3.3 -- Amended and Restated Certificate of Incorporation of
Eagle-Picher Holdings, Inc. (the "Company")*
3.4 -- Bylaws of the Company*
3.5 -- Articles of Incorporation of Daisy Parts, Inc.*
3.6 -- Bylaws of Daisy Parts, Inc.*
3.7 -- Certificate of Incorporation of Eagle-Picher Development
Company, Inc.*
3.8 -- Bylaws of Eagle-Picher Development Company, Inc.*
3.9 -- Certificate of Incorporation of Eagle-Picher Far East, Inc.*
3.10 -- Bylaws of Eagle-Picher Far East, Inc.*
3.11 -- Articles of Incorporation of Eagle-Picher Fluid Systems,
Inc.*
3.12 -- Bylaws of Eagle-Picher Fluid Systems, Inc.*
3.13 -- Articles of Incorporation of Eagle-Picher Minerals, Inc.*
3.14 -- Bylaws of Eagle-Picher Minerals, Inc.*
3.15 -- Certificate of Formation of Eagle-Picher Technologies, LLC*
3.16 -- Operating Agreement of Eagle-Picher Technologies, LLC*
3.16a -- Amended and Restated Limited Liability Company Agreement of
Eagle-Picher Technologies, LLC*
3.17 -- Articles of Incorporation of Hillsdale Tool & Manufacturing
Co.*
3.18 -- Bylaws of Hillsdale Tool & Manufacturing Co.*
3.19 -- Restated Articles of Incorporation of EPMR Corporation
(f/k/a Michigan Automotive Research Corporation)*
3.20 -- Bylaws of EPMR Corporation (f/k/a Michigan Automotive
Research Corporation)*
4.1 -- Indenture, dated as of February 24, 1998, between E-P
Acquisition, Inc., the Company as a Guarantor, the
subsidiary guarantors (Daisy Parts, Inc., Eagle-Picher
Development Company, Inc., Eagle-Picher Far East, Inc.,
Eagle-Picher Fluid Systems, Inc., Eagle-Picher Minerals,
Inc., Eagle-Picher Technologies, LLC, Hillsdale Tool &
Manufacturing Co., Michigan Automotive Research Corporation
(together, the "Subsidiary Guarantors" or the "Domestic
Subsidiaries", and The Bank of New York as Trustee (the
"Trustee")*
4.2 -- Cross Reference Table showing the location in the Indenture
of the provisions of Sections 310 through 318(a), inclusive,
of the Trust Indenture Act of 1939*
4.3 -- First Supplemental Indenture dated as of February 24, 1998,
between EPI and the Trustee*
4.4 -- Form of Global Note (attached as Exhibit A to the Indenture
filed as Exhibit 4.1)*
4.5 -- Certified Copy of the certificate of Designations,
Preferences and Rights of 11 3/4% Series A Cumulative
Redeemable Exchangeable Preferred Stock and 11 3/4% Series B
Cumulative Redeemable Exchangeable Preferred Stock of the
Company*
4.6 -- Form of Certificate and Global Share of 11 3/4% Series A
Cumulative Redeemable Exchangeable Preferred Stock and
11 3/4% Series B Cumulative Redeemable Exchangeable
Preferred Stock (attached as Exhibit A to the Certificate of
Designations filed as Exhibit 4.5)*
4.7 -- Form of Exchange Debentures Indenture relating to 11 3/4%
Exchange Debentures due 2008 of Registrant*
88
89
EXHIBIT
NUMBER
- -------
4.8 -- Cross Reference Table showing the location in the Exchange
Debentures Indenture of the provisions of Sections 310
through 318(a), inclusive, of the Trust Indenture Act of
1939*
4.9 -- Form of 11 3/4% Exchange Debenture due 2008 (attached as
Exhibit A to the Exchange Debentures Indenture filed as
Exhibit 4.7)*
9.1 -- Voting Trust Agreement dated November 16, 1998, with owners
of Class A (Voting) Common Stock of the Company*
10.1 -- Merger Agreement, dated as of December 23, 1997, among EPI,
the Eagle-Picher Industries,Inc. Personal Injury Settlement
Trust, the Company and E-P Acquisition, Inc.*
10.2 -- Amendment No. 1 to the Merger Agreement, dated as of
February 23, 1998, among EPI, the Eagle-Picher Industries,
Inc. Personal Injury Settlement Trust, the Company and E-P
Acquisition, Inc.*
10.3 -- Supplemental Executive Retirement Plan of EPI*
10.4 -- Notes Purchase Agreement, dated February 19, 1998, among E-P
Acquisition, Inc., EPI, the Company, SBC Warburg Dillon Read
and ABN AMRO Incorporated*
10.5 -- Assumption Agreement for the Notes Purchase Agreement, dated
as of February 24, 1998, between EPI and the Subsidiary
Guarantors*
10.6 -- Registration Rights Agreement, dated as of February 24,
1998, between E-P Acquisition, Inc., SBC Warburg Dillon Read
and ABN AMRO Incorporated*
10.7 -- Assumption Agreement for the Registration Rights Agreement,
dated as of February 24, 1998, of EPI*
10.8 -- Credit Agreement, dated as of February 19, 1998, among E-P
Acquisition, Inc. (merged with and into EPI), Various
Lenders from time to time party thereto, ABN AMRO Bank N.V.,
as Agent (the "Agent"), PNC Bank, National Association, as
Documentation Agent and DLJ Capital Funding, Inc., as
Syndication Agent*
10.9 -- Assumption Agreement dated as of February 24, 1998, between
EPI and the Agent*
10.10 -- Security Agreement, dated as of February 24, 1998, among
EPI, the Agent and the Domestic Subsidiaries*
10.11 -- Holdings Pledge Agreement, dated as of February 24, 1998,
between the Company and the Agent*
10.12 -- Borrower and Subsidiary Pledge Agreement, dated as of
February 24, 1998, among EPI, Eagle-Picher Development
Company, Eagle-Picher Minerals, Inc. and the Agent*
10.13 -- Holdings Guaranty Agreement, dated as of February 24, 1998,
by the Company, accepted and agreed by the Agent*
10.14 -- Subsidiary Guaranty Agreement, dated as of February 24,
1998, by the Domestic Subsidiaries, accepted and agreed by
the Agent*
10.15 -- Trademark Collateral Agreement, dated February 24, 1998,
between EPI and the Agent*
10.16 -- Patent Collateral Agreement, dated February 24, 1998,
between EPI and the Agent*
10.17 -- Copyright Collateral Agreement, dated February 24, 1998,
between EPI and the Agent*
10.18 -- Subordination Agreement, dated as of February 24, 1998,
among E-P Acquisition, Inc., EPI and the Domestic
Subsidiaries*
10.19 -- Management Agreement dated as of February 24, 1998, between
EPI and Granaria Holdings B.V.*
10.20 -- Eagle-Picher Management Trust made February 17, 1998, among
Granaria Industries B.V. and Thomas E. Petry, Andries
Ruijssenaars and Joel Wyler as trustees (the "E-P Management
Trust")*
10.21 -- Incentive Stock Plan of EPI, effective as of February 25,
1998*
10.22 -- Employment Agreements dated November 29, 1996, between EPI
and each Named Executive Officer as defined in EPI's Form
S-4 filed in 1998, as amended (Messrs. Petry, Ruijssenaars,
Hall, Wickens, Curless and Ralston)*
89
90
EXHIBIT
NUMBER
- -------
10.23 -- Amendments dated August 5, 1997 to Employment Agreements
between EPI and each Named Executive Officer as defined in
EPI's Form S-4*
10.24 -- Sales Incentive Program of EPI*
10.25 -- Letter Agreements dated August 5, 1997, between EPI and each
Named Executive Officer as defined in EPI's Form S-4
regarding Short Term Sale Program*
10.26 -- Letter Agreement dated September 12, 1997, between EPI and
Carroll D. Curless regarding Sale Incentive Bonus*
10.27 -- Letter Agreements dated February 18, 1998, between EPI and
each Named Executive Officer as defined in EPI's Form S-4
regarding Short Term Sale Program*
10.28 -- Side Letter, dated February 23, 1998, regarding Amendments
to the Short Term Sale Program*
10.29 -- Preferred Stock Purchase Agreement, dated February 19, 1998,
between the Company and the initial purchasers*
10.30 -- Preferred Stock Registration Rights Agreement, dated as of
February 24, 1998, between the Company and the initial
purchasers*
10.31 -- Transfer Agency Agreement, dated, dated as of February 24,
1998, between the Company and The Bank of New York, as
Transfer Agent*
10.32 -- The Company Incentive Stock Plan for Outside Directors
effective January 1, 1999*
10.33 -- Amended and Restated Incentive Stock Plan of EPI*
10.34 -- Second Amended and Restated Incentive Stock Plan of EPI*
10.35 -- Shareholders Agreement dated October 15, 1998, among
Granaria Holdings B.V., Granaria Industries B.V., the
Company, EPI*
10.36 -- Voting Trust Agreement dated as of November 16, 1998, by and
among certain shareholders of the Company and Granaria
Holdings B.V.*
10.37 -- Stock Purchase Agreement dated April 8, 1999, between
Hillsdale Tool & Manufacturing Co., Charterhouse Automotive
Group Inc. and the Shareholders of Charterhouse Automotive
Group, Inc.*
10.38 -- Shareholders Agreement dated April 12, 1999, among Granaria
Holdings B.V., the Company, EPI, and certain shareholders of
the Company*
10.39 -- Voting Trust Agreement dated April 13, 1999, between certain
shareholders of the Company and Granaria Holdings B.V. as
voting trustee*
10.40 -- Amendment to Credit Agreement and Consent, dated as of May
18, 1999, among EPI, the lenders party thereto, ABN AMRO
Bank N.V., as Agent, PNC Bank, National Association, as
Documentation Agent, and NBD Bank, N.A., as Syndication
Agent*
10.41 -- Receivables Loan Agreement dated as of May 18, 1999, among
Eagle-Picher Acceptance Corporation, EPI, ABN AMRO Bank
N.V., the Lender Agents, the Related Bank Lenders, Amsterdam
Funding Corporation and the Other Conduit Lenders*
10.42 -- Receivables Purchase Agreement dated as of May 18, 1999,
between EPI and Eagle-Picher Acceptance Corporation*
10.43 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Carpenter Enterprises Limited and Eagle-Picher
Acceptance Corporation*
10.44 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Daisy Parts, Inc. and Eagle-Picher Acceptance
Corporation*
10.45 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Development Company and Eagle-Picher
Acceptance Corporation*
10.46 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Fluid Systems, Inc. and Eagle-Picher
Acceptance Corporation*
10.47 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Minerals, Inc. and Eagle-Picher
Acceptance Corporation*
90
91
EXHIBIT
NUMBER
- -------
10.48 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Eagle-Picher Technologies, LLC and Eagle-Picher
Acceptance Corporation*
10.49 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Hillsdale Tool & Manufacturing Co. and Eagle-Picher
Acceptance Corporation*
10.50 -- Receivables Purchase Agreement dated as of May 18, 1999,
between Michigan Automotive Research Corporation and
Eagle-Picher Acceptance Corporation*
10.51 -- Share Appreciation Plan of EPI*
10.52 -- Amendment to Credit Agreement and Consent dated as of August
1, 2000, among EPI, the lenders party thereto, ABN AMRO Bank
N.V. as Agent, PNC Bank, National Association as
Documentation Agent, and Bank One, Indiana, N.A. as
Syndication Agent.*
10.53 -- Resignation, Release and Severance Pay Agreement dated May
31, 2000 between EPI and Wayne R. Wickens
10.54 -- Executive Employment Agreement dated November 7, 2000
between EPI and Andries Ruijssenaars
12.1 -- Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends
21.1 -- Subsidiaries of EPI
23.1 -- Consent of Deloitte & Touche LLP
24(a),(b) -- Powers of Attorney
27.1 -- Financial Data Schedule (submitted electronically to the SEC
for its information)
- ---------------
* Incorporated by reference. See Item 14 above.
91