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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended February 28, 2001 Commission file number 333-49957-01
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EAGLE-PICHER HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3989553
- --------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
250 East Fifth Street, Suite 500, Cincinnati, Ohio 45202
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code 513-721-7010
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(Not Applicable)
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Former name, former address and former fiscal year,
if changed since last report
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 Exchange Act of 1934 during
the preceding twelve months, and (2) has been subject to such filing
requirements for the past 90 days. (See explanatory note immediately above.)
Yes No x
--- ---
Indicate by check mark whether the additional registrant, Eagle-Picher
Industries, Inc., 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 No x
--- ---
625,001 shares of Class A common capital stock, $.01 par value each, were
outstanding at April 9, 2001.
374,999 shares of Class B common capital stock, $.01 par value each, were
outstanding at April 9, 2001.
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TABLE OF ADDITIONAL REGISTRANTS
Jurisdiction of IRS Employer
Incorporation or Commission File Identification
Name Organization 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
Automotive Research Corp.) Michigan 333-49957-08 38-2185909
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TABLE OF CONTENTS
Page
Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements......................................... 4
Condensed Consolidated Statements of Income (Loss)(Unaudited).... 4
Condensed Consolidated Balance Sheets (Unaudited)................ 5
Condensed Consolidated Statements of Cash Flows (Unaudited)...... 7
Notes to Condensed Consolidated Financial Statements (Unaudited). 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................. 20
Item 3. Quantitative and Qualitative Disclosures About Market Risk.. 27
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 29
Item 6. Exhibits and Reports on Form 8-K............................ 29
Signatures........................................................... 30
Exhibit Index........................................................ 39
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)(UNAUDITED)
(Dollars in thousands, except per share amounts)
Three Months Ended
February 28(29)
2001 2000
---- ----
Net Sales $ 164,029 $ 202,265
Operating Costs and Expenses:
Cost of products sold (exclusive
of depreciation) 130,128 160,168
Selling and administrative 11,260 17,511
Depreciation 10,253 11,019
Amortization of intangibles 3,956 4,111
Proceeds from insurance settlement -- (16,000)
Divestitures -- (9,976)
Other (207) (162)
--------- ---------
155,390 166,671
--------- ---------
Operating Income 8,639 35,594
Interest expense (10,172) (12,092)
Other income(expense) 905 (131)
--------- ---------
Income(Loss)from Continuing Operations
Before Taxes (628) 23,371
Income Taxes (Benefit) (130) 11,900
--------- ---------
Income (Loss) from Continuing Operations (498) 11,471
Discontinued Operations:
Loss from operations of discontinued
segment, net of income tax benefit of
$900 and $900 (1,657) (874)
Loss on disposal of business segment including
provision of $1,768 for operating losses
during phase-out period, net of income tax
benefits of $8,225 (15,275) --
--------- ---------
Net Income (Loss) $ (17,430) $ 10,597
========= =========
Income (Loss) Applicable to
Common Shareholders $ (20,564) $ 7,637
========= =========
Comprehensive Income (Loss) $ (17,835) $ 9,579
========= =========
Earnings per Share:
Income (loss) from continuing operations $ (3.67) $ 8.51
Discontinued operations net income (loss) (17.13) (.87)
--------- ---------
Net Income (loss) $ (20.80) $ 7.64
========= =========
See accompanying notes to the condensed consolidated financial statements.
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EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
February 28 November 30
ASSETS 2001 2000
---- ----
CURRENT ASSETS
Cash and cash equivalents $ 17,817 $ 7,467
Receivables, less allowances 109,676 104,875
Inventories:
Raw materials and supplies 30,179 32,664
Work in process 33,428 37,034
Finished goods 16,582 13,821
-------- --------
80,189 83,519
Net assets of discontinued operations 20,509 44,080
Prepaid expenses 6,507 7,141
Deferred income taxes 21,085 12,860
-------- --------
Total current assets 255,783 259,942
-------- --------
PROPERTY, PLANT AND EQUIPMENT 331,173 316,981
Less accumulated depreciation 104,865 90,977
-------- --------
Net property, plant and equipment 226,308 226,004
-------- --------
EXCESS OF ACQUIRED NET ASSETS OVER COST, net of
accumulated amortization of $45,838 and
$41,798, respectively 191,535 195,575
-------- --------
OTHER ASSETS 86,985 86,178
-------- --------
Total Assets $760,611 $767,699
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 64,079 $ 57,865
Long-term debt - current portion 66,553 65,358
Income taxes 1,808 2,682
Other current liabilities 67,400 65,235
-------- --------
Total current liabilities 199,840 191,140
LONG-TERM DEBT - less current portion 394,132 392,573
DEFERRED INCOME TAXES 10,319 10,278
OTHER LONG-TERM LIABILITIES 24,828 24,707
-------- --------
Total Liabilities 629,119 618,698
-------- --------
11-3/4% CUMULATIVE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK; authorized 50,000 shares;
issued and outstanding 14,191 shares 112,938 109,804
-------- --------
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EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
February 28 November 30
2001 2000
---- ----
SHAREHOLDERS' EQUITY
Class A Common stock, authorized
625,001 shares, $.01 par value
each; issued and outstanding
625,001 shares 6 6
Class B Common stock, authorized
374,999 shares, $.01 par value
each; issued and outstanding
374,999 shares 4 4
Additional paid-in capital 99,991 99,991
Deficit (76,705) (56,140)
Other comprehensive income (2,371) (2,293)
--------- ---------
20,925 41,568
Treasury Stock, at cost: 11,500 shares (2,371) (2,371)
--------- ---------
Total Shareholders' Equity 18,554 39,197
--------- ---------
Total Liabilities and Shareholders' Equity $ 760,611 $ 767,699
========= =========
See accompanying notes to the condensed consolidated financial statements.
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EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
Three Months Ended
February 28 (29)
2001 2000
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(17,430) $ 10,597
Adjustments to reconcile net income (loss)
to net cash provided by
operating activities:
Depreciation and amortization 14,800 16,034
Provision for discontinued operations 16,932 874
Divestitures -- (9,976)
Changes in assets and liabilities,
net of effect of acquisitions and
divestitures:
Receivables (4,805) 2,526
Inventories 3,330 899
Accounts payable 6,208 (3,605)
Accrued liabilities 2,165 231
Other (793) 7,562
-------- --------
Net cash provided by
operating activities 20,407 25,142
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of divisions -- 52,543
Acquisitions -- (6,758)
Capital expenditures (10,040) (6,331)
Other (285) 995
-------- --------
Net cash provided by (used in)
investing activities (10,325) 40,449
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Reduction of long-term debt (4,774) (3,657)
Net borrowings (repayments) under revolving
credit agreements 7,680 (57,224)
Other (152) (512)
-------- --------
Net cash provided by (used in)
financing activities 2,754 (61,393)
-------- --------
NET CASH USED BY DISCONTINUED OPERATIONS (2,486) (2,741)
-------- --------
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EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
Three Months Ended
February 28 (29)
------------------
2001 2000
---- ----
Net increase (decrease) in cash and
cash equivalents 10,350 1,457
Cash and cash equivalents, beginning of period 7,467 10,071
------- -------
Cash and cash equivalents, end of period $17,817 $11,528
======= =======
Supplemental cash flow information: 2001 2000
---- ----
Cash paid during the three months ended February 28(29):
Interest paid $ 4,236 $ 7,385
Income taxes paid (refunded), net $(1,767) $ 271
See accompanying notes to the condensed consolidated financial statements.
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EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
A. BASIS OF REPORTING FOR INTERIM FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements of
Eagle-Picher Holdings, Inc. (the "Company") have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC"). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. These financial statements should
be read in conjunction with the financial statements and notes thereto for the
fiscal year ended November 30, 2000 presented in the Company's Form 10-K filed
with the SEC on February 28, 2001, as amended on March 8, 2001.
The financial statements presented herein reflect all adjustments
(consisting of normal and recurring accruals) which, in the opinion of
management, are necessary to fairly state the results of operations for the
three months ended February 28, 2001 and February 29, 2000. Results of
operations for interim periods are not necessarily indicative of results to be
expected for an entire year. Certain prior year amounts have been reclassified
to conform with current year financial statement presentation.
B. BASIC EARNINGS PER SHARE
The calculation of net income (loss) per share is based upon the average
number of common shares outstanding, which was 988,500 in the three months ended
February 28, 2001 and 1,000,000 in the three months ended February 29,2000. The
net loss applicable to common shareholders represents the net income reduced by,
or the net loss increased by, accreted dividends on preferred stock of $3,134
and $2,960 for the three months ended February 28(29), 2001 and 2000,
respectively. No potential common stock was outstanding during the three months
ended February 28(29), 2001 or 2000.
C. DISCONTINUED OPERATIONS
The Board of Directors authorized Management to sell the assets and
business of the Construction Equipment Division, which comprises the Machinery
Segment. The Company has engaged Seale & Associates, LLC to assist the Company
in selling the Segment. Seale and the Company have delivered an information
memorandum on the Machinery Segment to certain persons and are in the process of
obtaining expressions of interest, and selecting potential buyers to review
information about the Segment, tour its facilities and receive management
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presentations. The sale is expected to be completed by September 1, 2001.
Sales were $13,789 and $19,578 in the Machinery Segment in the three months
ended February 28, 2001 and February 29, 2000, respectively. The Company
recorded a provision of $15,275, net of income tax benefit of $8,225, for
estimated losses and costs to be incurred in connection with the disposition of
the Machinery Segment, including $1,768 of expected losses during the phase-out
period through September 1, 2001. An operating loss of $1,657, net of tax, was
incurred in the first quarter of 2001. The results of the Machinery Segment's
operations have been reported separately as discontinued operations in the
consolidated statement of income (loss). Prior year amounts have been restated
to present the operations of the Machinery Segment as a discontinued operation.
The net assets of the discontinued operations have been recorded at their
estimated net realizable value under the caption "Net assets of discontinued
operations" in the accompanying Consolidated Balance Sheets at February 28, 2001
and November 30, 2000. At February 28, 2001, total assets of the Machinery
Segment, which consisted primarily of accounts receivable, property, plant and
equipment, inventory, and goodwill, were $51,893. Total liabilities of the
Machinery Segment were $31,384 and consisted of accounts payable and accrued
liabilities.
D. LEGAL MATTERS
For other information on legal proceedings, see Item 3 of the Company's
Annual Report on Form 10-K for the fiscal year ended November 30, 2000.
On May 8, 1997, Caradon Doors and Windows, Inc. ("Caradon"), filed suit
against the Company's wholly owned subsidiary, Eagle-Picher Industries, Inc.
("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 United States Bankruptcy
Court for the Southern District of Ohio, Western Division, ("Bankruptcy Court")
seeking an order enforcing EPI's plan of reorganization as confirmed by the
Bankruptcy Court in November 1996 (the "Plan") 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
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,
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EPI filed a Motion for Summary Judgment on the issue of whether Caradon was
afforded notice of the Plan and the hearing when the Plan was confirmed, a
motion which was denied by the Bankruptcy Court on April 5, 2001 based on the
Bankruptcy Court's finding that factual issues remain in dispute. 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 December 1, 1999, Eagle-Picher Technologies, LLC ("EPT") acquired the
depleted zinc distribution business (the "DZ Business") of Isonics Corporation
("Isonics") for approximately $8.2 million, payable $6.7 million at closing and
$1.5 million in three installments of $500,000 each payable on the first three
anniversaries of the closing. At the time of the acquisition, a single customer
represented approximately 55% of the DZ Business. Following the completion of
the acquisition, this customer informed EPT that it would no longer be
purchasing depleted zinc from an outside supplier. EPT initiated binding
arbitration against Isonics on March 26, 2001 with the American Arbitration
Association in Dallas, Texas pursuant to contractual dispute resolution
procedures. EPT's arbitration demand is based on breach of representations and
warranties in the purchase and sale agreement for the DZ Business as well as
fraud and negligent misrepresentation, and seeks to recover damages in excess of
$10 million and other remedies. While the Company believes it has a meritorious
claim against Isonics, there can be no assurance that the Company will obtain
any recovery as a result of this claim.
In connection with the sale of the DZ Business, EPT agreed to sell 200 kg
of isotopically purified silicon-28 to Isonics. Due to various factors, EPT has
not yet delivered any silicon-28 to Isonics. Isonics has asserted a counterclaim
against EPT in the DZ Business arbitration described above for failure to
deliver silicon-28, seeking damages in excess of $10 million. EPT believes that
any obligation to deliver silicon-28 has been excused by, among other things, a
force majeure clause in the purchase and sale agreement for the DZ Business. EPT
intends to assert other defenses as well and to defend this counterclaim
vigorously. EPT continues to explore alternative processes that may enable it to
produce silicon-28, but there is no assurance that such efforts will be
successful.
In addition, 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.
E. SEGMENT REPORTING
The Company has the following reportable segments: Automotive,
Technologies, Machinery and Minerals. Please see discussion in Note C regarding
the discontinuance of the Machinery Segment. The method for determining what
information to report is based on the way management organizes the operating
segments within the company for making operational decisions and assessing
performance. The operations in the Automotive Segment provide mechanical and
structural parts and raw materials for passenger cars, vans, trucks and sport
utility vehicles for original equipment manufacturers and replacement markets.
The operations in the Technologies Segment produce a variety of products for the
aerospace, nuclear, telecommunications, electronics, and other industrial
markets. The operations in the Minerals Segment mine and refine diatomaceous
earth products.
The accounting policies used to develop segment information correspond to
those
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disclosed in the Company's consolidated financial statements for the year ended
November 30, 2000 included in Form 10-K. Sales between segments are not
material. The Company does not allocate certain corporate expenses to its
segments.
Information about reported segment income or loss is as follows for the
three months ended February 28(29), 2001 and 2000:
Three Months Ended
February 28 (29)
2001 2000
---- ----
(In thousands of dollars)
Net Sales
Automotive $ 100,787 $ 114,687
Technologies 47,867 41,789
Minerals 15,375 15,386
Divested Divisions -- 30,403
--------- ---------
Total $ 164,029 $ 202,265
========= =========
Income (Loss) from Continuing
Operations Before Taxes:
Automotive $ (356) $ 2,993
Technologies 581 379
Minerals (558) (387)
Divested Divisions -- 6,749
Corporate (295) 13,637
--------- ---------
Total $ (628) $ 23,371
========= =========
Depreciation and Amortization:
Automotive $ 9,250 $ 8,285
Technologies 3,587 3,476
Minerals 1,350 1,489
Divested Divisions -- 1,685
Corporate 22 195
--------- ---------
Total $ 14,209 $ 15,130
========= =========
Interest Expense:
Automotive $ 5,548 $ 3,606
Technologies 3,741 2,932
Minerals 1,071 915
Divested Divisions -- 1,589
Corporate/Intersegment (188) 3,050
--------- ---------
Total $ 10,172 $ 12,092
========= =========
The Company sold its Ross Aluminum, MARCO and Fluid Systems Divisions in
the first quarter of 2000. The Rubber Molding Division was sold in the second
quarter of 2000 and
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the Cincinnati Industrial Machinery Division was sold in the third quarter of
2000. These divisions are referred to collectively herein as the "Divested
Divisions."
F. FINANCIAL INSTRUMENTS
Effective December 1, 2000, the Company adopted Statement of Financial
Accounting Standard (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as amended by SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities - an Amendment of SFAS
133." Under this guidance, all derivatives, including foreign currency exchange
contracts and interest rate swaps, are recognized in the consolidated balance
sheet at fair value.
On the date the derivative contract is entered into, the company designates
the derivative as either a hedge of the fair value of a recognized asset or
liability (fair value hedge), a hedge of a forecasted transaction or of the
variability of cash flows to be received or paid related to a recognized asset
or liability (cash flow hedge) or hedge of a net investment in a foreign
operation (net investment hedge). Changes in the fair value of derivatives that
are designed as fair value hedges are recorded in the consolidated statement of
income along with the loss or gain on the hedged asset or liability. Changes in
the fair value of derivatives that are designated as cash flow hedges are
recorded in other comprehensive income, until the underlying transactions occur.
Changes in the fair value of derivatives that are designated as net investment
hedges are recorded as a component of other comprehensive income. The
ineffective portion of derivatives that are hedges are recorded in the
consolidated statement of income.
Upon initial application of SFAS 133, the Company recorded the fair value
of existing foreign currency exchange contracts and interest rate swaps on the
consolidated balance sheet and a corresponding unrecognized gain of $327, net of
tax, as a cumulative effect adjustment of accumulated other comprehensive
income.
G. SUPPLEMENTAL GUARANTOR INFORMATION
The indebtedness of the Company's wholly-owned subsidiary, Eagle-Picher
Industries, Inc. EPI includes a syndicated secured loan facility ("Credit
Agreement") and $220.0 million in senior subordinated notes ("Subordinated
Notes"). Both the Credit Agreement and the Subordinated Notes 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
Carpenter Enterprises Ltd., which was acquired in 1999, and Eagle-Picher
Acceptance Corporation, which was formed in 1999. 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 following 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, both of which were filed with the
Company's Form S-4 Registration Statement No. 333-49957-01 filed on April 11,
1998 and amended on May 20, 1998 and June 5, 1998, and both of which were
incorporated by reference to the Company's Form 10-K which was filed on February
28, 2001 and amended on March 8, 2001.
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EAGLE-PICHER HOLDINGS,INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
THREE MONTHS ENDED FEBRUARY 28, 2001
Guarantors
----------------------------- Non-Guarantors
Eagle-Picher Subsidiary Foreign
Issuer Holdings, Inc. Guarantors Subsidiaries Eliminations Total
------ -------------- ---------- ------------ ------------ -----
(IN THOUSANDS OF DOLLARS)
Net Sales
Customers $ 12,870 $ -- $ 127,430 $ 23,729 $ -- $ 164,029
Intercompany 3,850 -- 3,869 1 (7,720) --
Operating Costs and Expenses:
Cost of and products sold 9,440 -- 109,169 19,240 (7,721) 130,128
Selling and administrative 4,834 -- 4,438 2,076 (88) 11,260
Intercompany charges (1,529) -- 1,490 (49) 88 --
Depreciation 1,126 -- 8,304 823 -- 10,253
Amortization of intangibles 934 -- 2,666 356 -- 3,956
Other (141) -- (56) (10) -- (207)
--------- --------- --------- --------- --------- ---------
Total 14,664 -- 126,011 22,436 (7,721) 155,390
--------- --------- --------- --------- --------- ---------
Operating Income 2,056 -- 5,288 1,294 1 8,639
Other Income (Expense)
Interest expense (2,243) -- (9,309) (551) 1,931 (10,172)
Other income (expense) (38) -- 1,879 995 (1,931) 905
Equity in earnings of
consolidated subsidiaries (1,008) (17,431) 661 -- 17,778 --
--------- --------- --------- --------- --------- ---------
Income (Loss) from Continuing
Operations Before Taxes (1,233) (17,431) (1,481) 1,738 17,779 (628)
Income Taxes (Benefit) (771) -- 1 640 -- (130)
--------- --------- --------- --------- --------- ---------
Net Income (Loss) from Continuing
Operations (462) (17,431) (1,482) 1,098 17,779 (498)
Discontinued Operations (16,932) -- -- 37 (37) (16,932)
--------- --------- --------- --------- --------- ---------
Net Income (Loss) $ (17,394) $ (17,431) $ (1,482) $ 1,135 $ 17,742 $ (17,430)
========= ========= ========= ========= ========= =========
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EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
AS OF FEBRUARY 28, 2001
Guarantors
----------------------------- Non-Guarantors
Eagle-Picher Subsidiary Foreign
Issuer Holdings, Inc. Guarantors Subsidiaries Eliminations Total
------ -------------- ---------- ------------ ------------ -----
(IN THOUSANDS OF DOLLARS)
ASSETS
Cash and cash equivalents $ 9,686 $ 1 $ 563 $ 6,138 $ 1,429 $ 17,817
Receivables, net 1,668 -- 90,123 17,885 -- 109,676
Intercompany accounts receivable 5,844 -- 4,798 526 (11,168) --
Inventories 4,127 -- 63,753 13,569 (1,260) 80,189
Net assets of discontinued operations 20,383 -- -- 6,229 (6,103) 20,509
Prepaid expenses 1,528 -- 2,531 2,880 (432) 6,507
Deferred income taxes 21,085 -- -- -- -- 21,085
--------- --------- --------- --------- --------- ---------
Total current assets 64,321 1 161,768 47,227 (17,534) 255,783
Property, Plant & Equipment, net 24,246 -- 179,915 22,190 (43) 226,308
Investment in Subsidiaries 82,782 133,871 9,027 119 (225,799) --
Excess of Acquired Net Assets Over Cost, net 44,741 -- 128,970 20,964 (3,140) 191,535
Other Assets 102,382 -- 18,341 11,198 (44,936) 86,985
--------- --------- --------- --------- --------- ---------
Total Assets $ 318,472 $ 133,872 $ 498,021 $ 101,698 $(291,452) $ 760,611
========= ========= ========= ========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 10,767 $ -- $ 47,645 $ 5,667 $ -- $ 64,079
Intercompany accounts payable 554 -- -- 9,528 (10,082) --
Long-term debt - current portion 20,795 -- 45,000 3,937 (3,179) 66,553
Income taxes 765 -- -- 709 334 1,808
Other current liabilities 48,556 -- 15,930 2,914 -- 67,400
--------- --------- --------- --------- --------- ---------
Total current liabilities 81,437 -- 108,575 22,755 (12,927) 199,840
Long-Term Debt - less current portion 391,965 -- 32,295 2,167 (32,295) 394,132
Deferred Income Taxes 11,930 -- -- -- (1,611) 10,319
Other Long-Term Liabilities 22,162 14 1,000 1,652 -- 24,828
--------- --------- --------- --------- --------- ---------
Total Liabilities 507,494 14 141,870 26,574 (46,833) 629,119
Intercompany Accounts (307,551) -- 267,594 36,670 3,287 --
11 3/4% Cumulative Redeemable
Exchangeable Preferred Stock -- 112,938 -- -- -- 112,938
Shareholders' Equity 118,529 20,920 88,557 38,454 (247,906) 18,554
--------- --------- --------- --------- --------- ---------
Total Liabilities and Shareholders'
Equity $ 318,472 $ 133,872 $ 498,021 $ 101,698 $(291,452) $ 760,611
========= ========= ========= ========= ========= =========
15
16
EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
FEBRUARY 28, 2001
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) $(17,394) $(17,431) $ (1,482) $ 1,135 $ 17,742 $(17,430)
Adjustments to reconcile net income
(loss) to cash provided by (used in)
operating activities:
Equity in earnings (loss) of consolidated
subsidiaries 1,008 17,431 (661) -- (17,778) --
Depreciation and amortization 2,504 -- 11,075 1,221 -- 14,800
Provision for discontinued operations 16,932 -- -- -- -- 16,932
Changes in assets and liabilities, net of effect
of acquisitions and divestitures 11,880 -- 5,166 (3,370) (7,571) 6,105
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
operating activities 14,930 -- 14,098 (1,014) (7,607) 20,407
Cash Flows From Investing Activities:
Capital expenditures (3,028) -- (6,287) (725) -- (10,040)
Other 164 -- -- (449) -- (285)
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
investing activities (2,864) -- (6,287) (1,174) -- (10,325)
-------- -------- -------- -------- -------- --------
Cash Flows From Financing Activities:
Reduction of long-term debt (4,774) -- -- -- -- (4,774)
Net borrowings(repayments)under revolving
credit agreements 6,340 -- 2,250 (910) -- 7,680
Other -- -- -- (152) -- (152)
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
financing activities 1,566 -- 2,250 (1,062) -- 2,754
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
discontinued operations (2,486) -- -- -- -- (2,486)
-------- -------- -------- -------- -------- --------
Increase (decrease) in cash and
cash equivalents 11,146 -- 10,061 (3,250) (7,607) 10,350
Intercompany accounts (2,758) -- (10,037) 5,076 7,719 --
Cash and cash equivalents,
beginning of period 1,297 1 539 4,312 1,317 7,466
-------- -------- -------- -------- -------- --------
Cash and cash equivalents,
end of period $ 9,685 $ 1 $ 563 $ 6,138 $ 1,429 $ 17,816
======== ======== ======== ======== ======== ========
16
17
EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
THREE MONTHS ENDED FEBRUARY 29, 2000
Guarantors
----------------------------- Non-Guarantors
Eagle-Picher Subsidiary Foreign
Issuer Holdings, Inc. Guarantors Subsidiaries Eliminations Total
------ -------------- ---------- ------------ ------------ -----
(IN THOUSANDS OF DOLLARS)
Net Sales
Customers $ 24,588 $ -- $ 141,971 $ 35,706 $ -- $ 202,265
Intercompany 4,165 -- 2,555 1 (6,721) --
Operating Costs and Expenses:
Cost of products sold 19,427 -- 116,081 31,381 (6,721) 160,168
Selling and administrative 8,305 5 6,176 3,063 (38) 17,511
Intercompany charges (3,394) -- 3,393 (37) 38 --
Depreciation 1,603 -- 8,040 1,376 -- 11,019
Amortization of intangibles 1,129 -- 2,742 240 -- 4,111
Proceeds from insurance settlement (16,000) -- -- -- -- (16,000)
Divestitures 2,360 -- (3,976) (8,360) -- (9,976)
Other -- -- (192) (3) 33 (162)
--------- --------- --------- --------- --------- ---------
Total 13,430 5 132,264 27,660 (6,688) 166,671
--------- --------- --------- --------- --------- ---------
Operating Income (Loss) 15,323 (5) 12,262 8,047 (33) 35,594
Other Income (Expense)
Interest expense (3,736) -- (7,455) (1,507) 606 (12,092)
Other income (expense) 229 -- 526 (280) (606) (131)
Equity in earnings of
consolidated subsidiaries 9,114 10,602 351 -- (20,067) --
--------- --------- --------- --------- --------- ---------
Income (Loss) from Continuing
Operations Before Taxes 20,930 10,597 5,684 6,260 (20,100) 23,371
Income Taxes 9,018 -- 2,285 597 -- 11,900
--------- --------- --------- --------- --------- ---------
Net Income (Loss) from Continuing
Operations 11,912 10,597 3,399 5,663 (20,100) 11,471
Discontinued Operations (874) -- -- 52 (52) (874)
--------- --------- --------- --------- --------- ---------
Net Income (Loss) $ 11,038 $ 10,597 $ 3,399 $ 5,715 $ (20,152) $ 10,597
========= ========= ========= ========= ========= =========
17
18
EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
FEBRUARY 29, 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) $ 10,909 $ 10,597 $ 3,528 $ 5,715 $ (20,152) $ 10,597
Adjustments to reconcile net income
(loss) to cash provided by (used in)
operating activities:
Equity in earnings (loss) of consolidated
subsidiaries (9,114) (10,602) (351) -- 20,067 --
Depreciation and amortization 3,446 -- 10,885 1,703 -- 16,034
Provision for discontinued operations 874 -- -- -- -- 874
Divestitures 2,360 -- (3,976) (8,360) -- (9,976)
Changes in assets and liabilities,
net of effect of acquisitions
and divestitures 16,312 5 1,087 (7,204) (2,587) 7,613
--------- --------- --------- --------- --------- ---------
Net cash provided by (used in)
operating activities 24,787 -- 11,173 (8,146) (2,672) 25,142
--------- --------- --------- --------- --------- ---------
Cash Flows From Investing Activities:
Proceeds from sales of divisions 24,090 -- 10,430 18,023 -- 52,543
Acquisitions -- -- (6,758) -- -- (6,758)
Capital expenditures (382) -- (3,692) (2,257) -- (6,331)
Other 1,049 -- 59 476 (589) 995
--------- --------- --------- --------- --------- ---------
Net cash provided by (used in)
investing activities 24,757 -- 39 16,242 (589) 40,449
--------- --------- --------- --------- --------- ---------
Cash Flows From Financing Activities:
Reduction of long-term debt (3,657) -- -- -- -- (3,657)
Net borrowings(repayments)under revolving
credit agreements (38,500) -- (9,750) (8,974) -- (57,224)
Other (6) -- -- (506) -- (512)
--------- --------- --------- --------- --------- ---------
Net cash provided by (used in)
financing activities (42,163) -- (9,750) (9,480) -- (61,393)
--------- --------- --------- --------- --------- ---------
Net cash used in discontinued
operations (2,741) -- -- -- -- (2,741)
--------- --------- --------- --------- --------- ---------
Increase (decrease) in cash and
cash equivalents 4,640 -- 1,462 (1,384) (3,261) 1,457
Intercompany accounts (4,334) -- (1,761) 2,945 3,150 --
Cash and cash equivalents,
beginning of period 4,064 1 870 5,088 48 10,071
--------- --------- --------- --------- --------- ---------
Cash and cash equivalents,
end of period $ 4,370 $ 1 $ 571 $ 6,649 $ (63) $ 11,528
========= ========= ========= ========= ========= =========
18
19
EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
AS OF 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 3,140 -- 84,004 17,731 -- 104,875
Intercompany accounts receivable 22,266 -- 9,768 980 (33,014) --
Inventories 4,919 -- 67,299 12,630 (1,329) 83,519
Net assets of discontinued operations 43,793 -- -- 6,256 (5,969) 44,080
Prepaid expenses 906 -- 4,999 1,503 (267) 7,141
Deferred income taxes 12,860 -- -- -- -- 12,860
--------- --------- --------- --------- --------- ---------
Total current assets 89,181 1 166,609 43,413 (39,262) 259,942
Property, Plant & Equipment, net 22,191 -- 181,898 21,958 (43) 226,004
Investment in Subsidiaries 118,526 151,302 12,377 -- (282,205) --
Excess of Acquired Net Assets Over Cost, net 45,673 -- 131,637 21,404 (3,139) 195,575
Other Assets 70,021 -- 17,799 8,472 (10,114) 86,178
--------- --------- --------- --------- --------- ---------
Total Assets $ 345,592 $ 151,303 $ 510,320 $ 95,247 $(334,763) $ 767,699
========= ========= ========= ========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 10,987 $ -- $ 42,119 $ 4,759 $ -- $ 57,865
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 41,092 -- 22,046 2,364 (267) 65,235
--------- --------- --------- --------- --------- ---------
Total current liabilities 75,128 -- 106,915 18,783 (9,686) 191,140
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 22,075 14 1,000 1,618 -- 24,707
--------- --------- --------- --------- --------- ---------
Total Liabilities 499,113 14 130,181 22,576 (33,186) 618,698
Intercompany Accounts (290,399) -- 290,081 36,777 (36,459) --
11 3/4% Cumulative Redeemable
Exchangeable Preferred Stock -- 109,804 -- -- -- 109,804
Shareholders' Equity 136,878 41,485 90,058 35,894 (265,118) 39,197
--------- --------- --------- --------- --------- ---------
Total Liabilities and Shareholders'
Equity $ 345,592 $ 151,303 $ 510,320 $ 95,247 $(334,763) $ 767,699
========= ========= ========= ========= ========= =========
19
20
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
Please refer to Note E. regarding Segment Reporting contained in Item
1. of this report.
The Automotive Segment
Sales of the Automotive Segment declined 12.1% from $114.7 million in
the first quarter of 2000 to $100.8 in the comparable period of 2001. The loss
from continuing operations before taxes was $.4 million in the first quarter of
2001 compared to income from continuing operations before taxes of $3.0 million
in the first quarter of 2000. The general economic slowdown in the United
States, which negatively impacted production volumes in the fourth quarter of
2000, has continued to have a negative impact on volumes, as well as operating
results, in the first quarter of 2001.
AUTOMOTIVE SEGMENT OUTLOOK
While sales for the second quarter will be higher than sales for the
first quarter of fiscal year 2001 in the Automotive Segment, sales for the
second quarter of fiscal year 2001 are expected to continue at a pace 12-15%
below fiscal year 2000 levels. Income before taxes is expected to be somewhat
lower in the second quarter compared to the first quarter of fiscal year 2001
due to inefficiencies arising out of product-launch activities relating to the
record amount of new business achieved in fiscal year 2000. The outlook for the
Automotive Segment for fiscal year 2001 provided in the Company's Annual Report
on Form 10-K/A continues to represent Management's view of the Automotive
Segment.
The Technologies Segment
Sales of the Technologies Segment increased 14.5% from $41.8 million in
the first quarter of 2000 to $47.9 million in the comparable period of 2001.
Approximately half of the increase is attributable to the sales of Eagle-Picher
Energy Products Corporation which was acquired in June 2000. Other increases
were attributable to sales of specialty materials used in fiber-optic
applications and clean containers. Orders for batteries for certain aerospace
programs have increased. In addition, there were increased volumes of bulk
pharmaceutical products in 2001 resulting from increased capacity from a recent
plant expansion. These increases were partially offset by lower demand for
enriched boron products in the first quarter of 2001 compared to the same period
in 2000.
Income from continuing operations before taxes was $.6 million and $.4
million in the first quarters of 2001 and 2000, respectively. Although sales
were higher, margins did not improve comparably for several reasons. A different
product mix contributed to the relatively flat return. Weaker demand for boron
products in the first quarter of 2001 resulted in poorer absorption of overhead
and decreased margins. Additionally, there was shift in the types of battery
systems sold in the first quarters of 2001 and 2000 which also resulted in
poorer margins in 2001.
TECHNOLOGIES SEGMENT OUTLOOK
Sales for the second quarter in the Technologies segment are expected
to improve slightly over the first quarter and over the same period for fiscal
year 2000. Income before taxes is expected to be flat to slightly lower in the
second quarter, as the unfavorable product mix described above is expected to
continue and the Technologies Segment is expected to focus additional efforts on
developing new products and commercializing existing products. The outlook for
fiscal year 2001 for the Technologies Segment provided in the Company's Annual
Report on Form 10-K/A continues to represent Management's view of the
Technologies Segment.
As previously reported, due to the loss of a large customer the
Technologies Segment is obligated to purchase from its supplier through 2004
approximately $2.0 million per year of depleted zinc in excess of its
requirements based on current customer demand. The Technologies Segment
anticipates reaching an agreement with its supplier to reduce required purchases
in 2001 and 2002 to levels consistent with anticipated customer demand, with
required purchases in 2003 and 2004 open for possible renegotiation in the
future.
The Minerals Segment
Comparative sales of the Minerals Segment were virtually flat at $15.4
million in the first quarters of both 2001 and 2000. Increases in markets
overseas due to both increased volumes and prices were offset by declines in the
North American market. Volumes in the North American market were down in the
first quarter of 2001. The Minerals Segment has implemented a fuel surcharge to
offset the high cost of natural gas. This surcharge was reduced in March of 2001
and many customers postponed orders to take advantage of the lower prices.
Despite flat sales and energy prices that resulted in costs that were
$1.8 million more than a year ago, losses from continuing operations before
taxes declined only slightly from $.4 million in the first quarter of 2000 to
$.6 million in the first quarter of 2001. This is due to production
efficiencies, the energy surcharges and a reduction of general and
administrative expenses.
MINERALS SEGMENT OUTLOOK
Sales in the Minerals Segment for the second quarter of fiscal year
2001 are expected to be slightly higher than sales for the first quarter and
approximately even with sales for the same period of fiscal year 2000.
Similarly, income before taxes for the Minerals Segment is expected to be higher
than income before taxes for the first quarter of fiscal year 2001 but slightly
lower than income before taxes for the second quarter of fiscal year 2000. The
outlook for the Minerals Segment for fiscal year 2001 set forth in the Company's
Annual Report on Form 10-K/A continues to represent Management's view with
respect to the Minerals Segment.
20
21
SUMMARY OF THE COMPANY
Net Sales. The Company's net sales (excluding the Machinery Segment)
were $164.1 million and $202.3 million in the first quarters of 2001 and 2000,
respectively, a decrease of 18.9%. However, after excluding the sales of the
Divested Divisions in the first quarter of 2000 and the sales of Eagle-Picher
Energy Products in 2001, sales decreased 6.3%. Increased sales of the
Technologies Segment were more than offset by declines in the Automotive
Segment.
Cost of Products Sold. Cost of products sold, excluding that of the
Machinery Segment, the Divested Divisions and Eagle-Picher Energy Products,
increased as a percentage of net sales from 77.9% in the first quarter of 2000
to 79.2% in the comparable period of 2001. This increase is attributable to the
increased energy costs in the Minerals Segment and the change in product mix
that occurred in the Technologies Segment.
Selling and Administrative. Selling and administrative expenses,
excluding those of the Machinery Segment and Divested Divisions, declined to
$11.2 million in the first quarter of 2001 from $14.2 million in the comparable
period of 2000. The Company implemented programs late in fiscal year 2000 which
were aimed at reducing these costs. Additionally, costs of incentive bonus
programs were less throughout the company in the first quarter of 2001 due to
the decline in financial performance. There were two fewer senior officers in
the first quarter of 2001 than in 2000 and the method for funding certain
supplemental pension benefits for senior executives was changed, all of which
resulted in significantly lower selling and administrative expenses.
Depreciation and Amortization. Depreciation and amortization expense,
excluding those of the Machinery Segment and the Divested Divisions, was $14.3
million and $13.4 million in the first quarters of 2001 and 2000, respectively.
The increase is attributable to recent capital expenditures made in the
Automotive Segment for new business achieved in 2000.
Insurance Settlement. The Company settled claims against a former
insurer regarding environmental remediation costs for $16.0 million and received
such proceeds in the first quarter of 2000.
Divestitures. During the first quarter of 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 and MARCO Divisions resulting in an
aggregate gain of $10.0 million.
Interest Expense. Interest expense was $10.2 million in the first
quarter of 2001 and $12.1 million in the first quarter of 2000. The decrease in
interest expense is due lower debt levels throughout the first quarter of 2001
than in the same period of 2000. In addition, interest rates were slightly lower
in 2001 on variable rate debt.
Other Income (Expense). Other income was $.9 million in the first
quarter of 2001 compared to other expense of $.1 million in the comparable
period of 2000. The difference is attributable to the Company experiencing
currency gains in the first quarter of 2001 versus currency losses in the first
quarter of 2000.
Income (Loss) from Continuing Operations Before Taxes. Income (loss)
from continuing operations before taxes was $(.6) million and $23.4 million in
the first quarters of 2001 and 2000, respectively, and comparability of such is
impacted by the following items:
- - Proceeds of $16.0 million from an insurance settlement in the first quarter
of 2000;
- - Divestiture of the Ross Aluminum Foundries, MARCO and Fluid Systems
Divisions in the
21
22
first quarter of 2000 which resulted in an aggregate gain of $10.0 million;
- - The loss from continuing operations before taxes of the Divested Divisions,
net of allocated corporate office charges and interest, of approximately
$1.3 million;
- - Reduced interest expense in 2001; and
- - Decreases in selling and administrative expenses throughout the Company,
including a $1.6 million reduction at the Corporate Office.
Income Taxes (Benefit). Income taxes (benefit) were $(.1) million and
$11.9 million in the first quarters of 2001 and 2000, respectively. The
divestitures in 2000 affect comparability of income taxes and the effective tax
rates due to taxable gains resulting from the divestitures.
Discontinued Operations. The Board of Directors authorized Management
to sell the assets and business of the Machinery Segment. The Company has
engaged Seale & Associates, LLC to assist the Company in selling the Segment.
Seale and the Company have delivered an information memorandum on the Machinery
Segment to certain persons and are in the process of obtaining expressions of
interest, and selecting potential buyers to review information about the
Machinery Segment, tour its facilities and receive management presentations. At
the same time, the Company continues to implement a plan which initially focuses
on improving the efficiency of its operations to achieve a lower cost structure
rather than achieving new business. This segment was also adversely impacted by
general economic conditions. Sales of the Machinery Segment declined 29.6% from
$19.6 million in the first quarter of 2000 to $13.8 million in the comparable
period in 2001. Sales of both wheel-tractor scrapers and fork-lift trucks
products were down significantly, while sales of component parts for
construction and agricultural machinery were flat. The lower volumes resulted in
lower margins. The lower margins were mitigated somewhat by both improvements in
efficiency and reductions in general and administrative costs. The loss from
operations before tax increased from $1.8 million in the first quarter of 2000
to $2.6 million in the comparable period of 2001.
The Company estimates the disposition of the Machinery Segment will
take place by September 1, 2001 and has recorded a provision of $15.3 million,
net of tax, for estimated losses and costs to be incurred in connection with the
disposition of the Machinery Segment, including $1.8 million of expected losses
during the phase-out period.
Net Income (Loss). Net income (loss) for the first quarters of 2001 and
2000 were $(17.4) million and $10.6 million, respectively. The net loss in 2001
was significantly impacted by the provision for discontinued operations of $15.3
million. Net income in 2000 was significantly impacted by the $16.0 million
insurance proceeds and $10.0 million gain resulting from divestitures.
Dividends accreted of $3.1 million in the first quarter of 2001 on the
11 3/4% Cumulative Redeemable Exchangeable Preferred Stock ("Preferred Stock")
increased the loss applicable to common shareholders to $20.6 million. In the
first quarter of 2000, preferred stock dividends accreted of $3.0 million
reduced income applicable to common shareholders to $7.6 million.
COMPANY OUTLOOK
Excluding sales of the Machinery Segment, which is being treated as a
discontinued operation, the Company's sales for fiscal year 2001 are expected to
be approximately $705 million. This estimate is consistent with the outlook for
the Company set forth in its fiscal year 2000 Annual Report on Form 10-K/A.
Excluding EBITDA of the Machinery Segment, the Company now expects its
EBITDA for fiscal year 2001 to be approximately $93 million.
FINANCIAL CONDITION
The following are certain financial data regarding EBITDA, as defined
below, cash flows and earnings to fixed charges and preferred stock dividends
(excluding the Machinery Segment):
22
23
Three Months Ended
February 28 (29)
----------------
2001 2000
---- -----
(In millions of dollars)
EBITDA $24.1 $24.5
Cash provided by operating activities 20.4 25.1
Cash provided by (used in) investing
activities (10.3) 40.4
Cash provided by (used in) financing
activities 2.8 (61.4)
Net cash used by discontinued operations (2.5) (2.7)
Preferred stock dividends accreted 3.1 3.0
Earnings/fixed charges and preferred
stock dividends .72X 2.33X
EBITDA
The Company's EBITDA is defined for purposes hereof as earnings before
interest expense, income taxes, depreciation and amortization, certain one-time
management compensation expenses and other non-cash items, such as gains and
losses from divestitures, 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 to cash flows from operating
activities, as determined by accounting principles generally accepted in the
United States of America, 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.
The Company's EBITDA for the first quarters of 2001 and 2000, excluding
the Machinery Segment, was $24.1 million and $24.5 million, respectively. EBITDA
gains in the Technologies Segment were offset by reduced EBITDA in the
Automotive and Minerals Segments.
Operating Activities
Cash provided by operating activities was $20.4 million and $25.1 million
for the three months ended February 28(29), 2001 and 2000, respectively, and
consisted of the following:
Three Months Ended February 28 (29)
-----------------------------------
2001 2000
---- ----
(in millions of dollars)
Income (loss) from continuing $(.6) $23.4
operations before taxes
Depreciation and amortization,
excluding amortization of
23
24
deferred financing costs 14.2 15.1
Gain on sales of divisions - (9.9)
Excess of interest expense
over interest paid 5.9 4.7
Income taxes paid, net 1.8 (.3)
Working capital and other (.9) (7.9)
--- ---
$20.4 $25.1
==== ====
See "Results of Operations" for discussions concerning income (loss)
before taxes, depreciation and amortization and gain on sales of divisions.
The excess of interest expense over interest paid results primarily
from three items. First, interest expense includes amortization of deferred
financing costs, which does not affect cash. Secondly, interest is due on the
Company's Senior Subordinated Notes on March 1 and September 1; therefore, three
months of interest were accrued for these notes in the first quarter, but
nothing was paid. Finally, the Company's revolving credit facility consists of
numerous notes with varying maturities. In 2001, the average maturity was longer
than that of 2000, so less interest was paid in the first quarter of 2001
compared to the first quarter of 2000.
The Company received a "quick refund" in the first quarter of 2001 of
some of the income tax payments made in 2000.
Working capital generally increases in the first quarter of the fiscal
year resulting in a use of cash. Reasons for this include payment of incentives,
which had been accrued at the end of the year, and build-up of inventories for
anticipated sales in the second quarter. In the first quarter of 2001, the use
of cash due to the increase in working capital was significantly less than in
the comparable period of 2000 due to a concerted effort throughout the Company
to better manage working capital through more diligent collection efforts and
inventory and payables management.
Investing Activities
Capital expenditures of $10.0 million in the first quarter of 2001
accounted for substantially all of the cash used in investing activities of
$10.3 million. The majority of the capital expenditures were made in the
Automotive Segment. These expenditures related to new product launches for
precision-machined products and a new rubber-to-metal coating line. Investing
activities provided $40.4 million in cash in the comparable quarter of 2000. The
Company sold the Ross Aluminum Foundries, MARCO and Fluid Systems Divisions
during the first quarter of 2000 which resulted in aggregate net proceeds of
$52.5 million. The Company also invested $6.3 million in capital expenditures,
primarily in the Automotive Segment, and $6.8 million in the assets of the
depleted zinc business of the Isonics Corporation.
Financing Activities
The Company had a net increase in borrowing of $2.9 million in the
first quarter of 2001. However, the Company collected a significant amount of
cash the last few days of the quarter which was not used to repay debt because
the interest payment on the $220.0 million Senior Subordinated Notes was due
March 1, 2001. In the first quarter of 2000, the Company applied the proceeds
from the divestitures and the insurance proceeds to debt, reducing the balances
on revolving credit facilities by $57.2 million, in addition to regularly
scheduled debt payments of $3.7 million.
Earnings to Fixed Charges and Preferred Stock Dividends
24
25
The ratio of earnings from continuing operations to fixed charges and
preferred stock dividends for the first quarters of 2001 and 2000 was .72x and
2.33x, respectively. In 2001, earnings were insufficient to cover fixed charges
and preferred stock dividends by $3.8 million. In 2000, the ratio was
significantly impacted by the insurance proceeds of $16.0 million and gains
resulting from divestitures of $10.0 million. If these items were excluded from
the calculation in the first quarter of 2001, the ratio of earnings from
continuing operations to fixed charges and preferred stock dividends would be
.64x and earnings would not have been sufficient to cover fixed charges and
preferred stock dividends by $5.6 million. On that basis, the improvement of the
ratio from .64x to .72x is due primarily to the decrease in interest expense
discussed in "Results of Operations."
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 February 28, 2001, the company had $65.4 million available
to be drawn under its revolving credit facility and an amount up to $5.0 million
available to be drawn under its Receivables Agreement, based on a formula of
total receivables outstanding as of a certain date. In addition, the Company's
European operations had several unsecured lines of credit totaling $6.9 million
of which $4.0 million was available to draw as of February 28, 2001. The Company
was in compliance with the covenants of its Credit Agreement, Subordinated Notes
and the European credit agreements.
The Company enters into interest rate swap agreements 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 certain notional amount. During the first
quarter ended February 28, 2001, the Company had an interest rate swap agreement
in a notional amount of $150 million which matured on February 26, 2001. Under
this agreement, the Company paid a fixed interest rate of 5.805% plus the
applicable spread. In addition, during the first quarter ended February 28,
2001, the Company entered into various swap agreements effectively fixing the
interest rate on $90 million of the Company's debt under the Credit Agreement at
a weighted average interest rate of 5.678% which commence March 5, 2001 and
mature December 15, 2003.
The Company has reached an agreement in principle to settle the last
remaining claim from EPI's 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 payment of a fee and the
increase of 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
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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 are
no longer be computed directly from one local currency to another, but are
converted from one local currency into an amount denominated in euro, then are
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,
which is participating in the euro conversion, and the United Kingdom, which has
elected not to participate at this time. Our operations in Germany 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
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 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.
RESTRICTIONS ON PAYMENT OF DIVIDENDS
EPI and the Subsidiary Guarantors are subject to restrictions on the
payment of dividends and other forms of payment in both the Credit Agreement and
the Indenture for the Subordinated Notes. Those restrictions generally prohibit
the payment of dividends to the Company either directly by EPI or indirectly
through any Subsidiary Guarantor. Certain limited exceptions are provided
allowing for payments to the Company. Specifically, EPI is authorized to make
payments to the Company in amounts not in excess of any amounts the Company is
required to pay to meet its consolidated income tax obligations. Additional
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payments from EPI to the Company are permitted commencing September 1, 2003 in
amounts not in excess of the Company's obligations to make any cash dividend
payments required to be paid under the Company's Preferred Stock and to make any
cash interest payments required to be paid under any debentures issued by the
Company in exchange for the Company's Preferred Stock ("Exchange Debentures").
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 include, but
are not limited to, statements under the headings "Automotive Segment Outlook,"
"Technologies Segment Outlook," "Minerals Segment Outlook," and "Company
Outlook." 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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. During the first quarter ended February
28,2001, 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 be a fixed rate of 5.805% plus the applicable spread.
This agreement matured February 26, 2001. During the first quarter ended
February 28, 2001, 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 Company's Consolidated Financial Statements as of
November 30, 2000.
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Loans under the Company's accounts receivable loan agreement
("Receivables Agreement") bear interest at a variable rate equal to market rates
on commercial paper having a term similar to the applicable interest period. The
Company's industrial revenue bonds ("IRB's") bear interest at variable rates
based on the market for similar issues. Loans under the Receivables Agreement
and the IRB's are not covered by the Swap Agreements.
As of February 28, 2001, $174.1 million of revolving and term loans were
outstanding under the Credit Agreement, of which, beginning March 5, 2001,
interest on $90.0 million is essentially fixed by the Swap Agreements. The
interest rate risk on the remaining debt outstanding under the Receivables
Agreement and the IRB's, which in the aggregate totals $66.6 million, has not
been hedged. Accordingly, a 1% increase in the applicable index rates would
result in additional interest expenses of $1.5 million per year, assuming no
change in the level of borrowing.
The Company also enters into various foreign currency forward contracts to
hedge a portion of its forecasted sales, generally within the next 12 months.
The Company manages most of these exposures for a consolidated basis, which
allows for netting certain exposures to take advantage of any natural offsets.
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
in European currencies. As of February 28, 2001, the Company had outstanding
foreign exchange forward contracts with aggregate notional amounts of $22.4
million. Based on the fair value of the futures contracts being held as of
February 28, 2001, the Company has recorded a net loss of $1.0 million in other
comprehensive income in the accompanying Condensed Consolidated Balance Sheet.
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PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
On May 8, 1997, Caradon Doors and Windows, Inc. ("Caradon"), filed suit
against the Company's wholly owned subsidiary, Eagle-Picher Industries, Inc.
("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 United States Bankruptcy
Court for the Southern District of Ohio, Western Division, ("Bankruptcy Court")
seeking an order enforcing EPI's plan of reorganization as confirmed by the
Bankruptcy Court in November 1996 (the "Plan") 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
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 hearing when the Plan
was confirmed, a motion which was denied by the Bankruptcy Court on April 5,
2001 based on the Bankruptcy Court's finding that factual issues remain in
dispute. 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 December 1, 1999, Eagle-Picher Technologies, LLC ("EPT") acquired
the depleted zinc distribution business (the "DZ Business") of Isonics
Corporation ("Isonics") for approximately $8.2 million, payable $6.7 million at
closing and $1.5 million in three installments of $500,000 each payable on the
first three anniversaries of the closing. At the time of the acquisition, a
single customer represented approximately 55% of the DZ Business. Following the
completion of the acquisition, this customer informed EPT that it would no
longer be purchasing depleted zinc from an outside supplier. EPT initiated
binding arbitration against Isonics on March 26, 2001 with the American
Arbitration Association in Dallas, Texas pursuant to contractual dispute
resolution procedures. EPT's arbitration demand is based on breach of
representations and warranties in the purchase and sale agreement for the DZ
Business as well as fraud and negligent misrepresentation, and seeks to recover
damages in excess of $10 million and other remedies. While the Company believes
it has a meritorious claim against Isonics, there can be no assurance that the
Company will obtain any recovery as a result of this claim.
In connection with the sale of the DZ Business, EPT agreed to sell 200
kg of isotopically purified silicon-28 to Isonics. Due to various factors, EPT
has not yet delivered any silicon-28 to Isonics. Isonics has asserted a
counterclaim against EPT in the DZ Business arbitration described above for
failure to deliver silicon-28, seeking damages in excess of $10 million. EPT
believes that any obligation to deliver silicon-28 has been excused by, among
other things, a force majeure clause in the purchase and sale agreement for the
DZ Business. EPT intends to assert other defenses as well and to defend this
counterclaim vigorously. EPT continues to explore alternative processes that may
enable it to produce silicon-28, but there is no assurance that such efforts
will be successful.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.55 Supplemental Executive Retirement Plan (as amended and
restated effective March 27, 2001)
(b) Reports on Form 8-K
Form 8-K was filed on March 14, 2001 which contained a March 13, 2001
press release regarding first quarter results.
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30
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER HOLDINGS, INC.
/s/ Philip F. Schultz
-----------------------------
Philip F. Schultz
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
DATE April 10, 2001
-----------------
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31
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER INDUSTRIES, INC.
/s/ Philip F. Schultz
----------------------------------
Philip F. Schultz
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
DATE April 10, 2001
----------------------
31
32
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DAISY PARTS, INC.
/s/ Tom B. Scherpenberg
-------------------------------------
Tom B. Scherpenberg
Treasurer
(Principal Financial Officer)
DATE April 10, 2001
---------------------
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33
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER DEVELOPMENT COMPANY, INC.
/s/ Tom B. Scherpenberg
----------------------------------
Tom B. Scherpenberg
Treasurer
(Principal Financial Officer)
DATE April 10, 2001
-------------------
33
34
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER FAR EAST, INC.
/s/ Tom B. Scherpenberg
---------------------------------
Tom B. Scherpenberg
Treasurer
(Principal Financial Officer)
DATE April 10, 2001
------------------
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35
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER MINERALS, INC.
/s/ Tom B. Scherpenberg
---------------------------------
Tom B. Scherpenberg
Treasurer
(Principal Financial Officer)
DATE April 10, 2001
------------------
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36
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER TECHNOLOGIES, LLC
/s/ R. Doug Wright
-------------------------------
R. Doug Wright
Vice President, Controller and Chief
Financial Officer
DATE April 10, 2001
--------------------
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HILLSDALE TOOL & MANUFACTURING CO.
/s/ Tom B. Scherpenberg
-------------------------------
Tom B. Scherpenberg
Treasurer
(Principal Financial Officer)
DATE April 10, 2001
--------------------
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EPMR CORPORATION (F/K/A MICHIGAN
AUTOMOTIVE RESEARCH CORPORATION)
/s/ Tom B. Scherpenberg
---------------------------
Tom B. Scherpenberg
Treasurer
(Principal Financial Officer)
DATE April 10, 2001
---------------------
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EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
10.55 Supplemental Executive Retirement Plan (as amended and
restated effective March 27, 2001)
39