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, 2002 Commission file number 333-49957-01
-------------
EAGLE-PICHER HOLDINGS, INC.
- ------------------------------------------------------------------------------
(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)
11201 North Tatum Blvd, Suite 110, Phoenix, Arizona 85028
- --------------------------------------------------------------------------------
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code 602-923-7200
---------------------------
250 East Fifth Street, Suite 500, Cincinnati, Ohio 45202
- --------------------------------------------------------------------------------
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 x No
---- ----
966,500 shares of common capital stock, $.01 par value each, were outstanding at
April 15, 2002.
1
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
2
TABLE OF CONTENTS
Page
Number
------
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.............................. 22
Item 3. Quantitative and Qualitative Disclosures About Market Risk... 28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................ 30
Item 6. Exhibits and Reports on Form 8-K............................. 30
Signatures............................................................ 31
Exhibit Index......................................................... 40
3
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
2002 2001
--------- ---------
Net Sales $ 159,349 $ 164,029
--------- ---------
Operating Costs and Expenses:
Cost of products sold (exclusive
of depreciation) 126,047 130,128
Selling and administrative 13,668 11,260
Depreciation 10,617 10,253
Amortization of intangibles 4,222 3,956
Divestitures 125 --
Other (186) (207)
--------- ---------
154,493 155,390
--------- ---------
Operating Income 4,856 8,639
Interest expense (11,081) (10,172)
Other income(expense) 403 905
--------- ---------
Income(Loss)from Continuing Operations
Before Taxes (5,822) (628)
Income Taxes (Benefit) 385 (130)
--------- ---------
Income (Loss) from Continuing Operations (6,207) (498)
Discontinued Operations:
Loss from operations of discontinued
segment, net of income tax benefit of
-0- and $900 -- (1,657)
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) $ (6,207) $ (17,430)
========= =========
Income (Loss) Applicable to
Common Shareholders $ (9,719) $ (20,564)
========= =========
Comprehensive Income (Loss) $ (6,056) $ (17,835)
========= =========
Earnings per Share:
Income (loss) from continuing operations $ (10.04) $ (3.67)
Discontinued operations net income (loss) -- (17.13)
--------- ---------
Net Income (loss) $ (10.04) $ (20.80)
========= =========
See accompanying notes to the condensed consolidated financial statements.
4
EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
February 28 November 30
ASSETS 2002 2001
-------- --------
CURRENT ASSETS
Cash and cash equivalents $ 27,636 $ 24,620
Receivables, less allowances 57,985 105,622
Inventories:
Raw materials and supplies 21,450 24,737
Work in process 30,152 32,038
Finished goods 18,235 18,569
-------- --------
69,837 75,344
Net assets of operations to be sold 1,823 3,258
Prepaid expenses 9,381 9,552
Deferred income taxes 24,287 24,287
-------- --------
Total current assets 190,949 242,683
-------- --------
PROPERTY, PLANT AND EQUIPMENT 358,306 352,883
Less accumulated depreciation 147,028 136,128
-------- --------
Net property, plant and equipment 211,278 216,755
-------- --------
EXCESS OF ACQUIRED NET ASSETS OVER COST, net of
accumulated amortization of $61,580 and
$57,624, respectively 175,806 179,762
-------- --------
OTHER ASSETS 89,469 86,711
-------- --------
Total Assets $667,502 $725,911
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 75,814 $ 86,297
Long-term debt - current portion 27,850 41,957
Income taxes 718 1,209
Other current liabilities 78,388 71,816
-------- --------
Total current liabilities 182,770 201,279
LONG-TERM DEBT - less current portion 366,369 401,169
DEFERRED INCOME TAXES 6,159 6,277
OTHER LONG-TERM LIABILITIES 28,986 27,755
-------- --------
Total Liabilities 584,284 636,480
-------- --------
11-3/4% CUMULATIVE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK; authorized 50,000 shares;
issued and outstanding 14,191 shares 126,598 123,086
-------- --------
5
EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
February 28 November 30
2002 2001
--------- ---------
Shareholders' Equity (Deficit)
Common stock voting - $.01 par value each:
1,000,000 shares authorized and issued 10 10
Additional paid-in capital 99,991 99,991
Deficit (133,113) (123,393)
Accumulated other comprehensive income (loss) (5,579) (5,730)
--------- ---------
(38,691) (29,122)
Treasury Stock, at cost: 33,500 and 27,750
shares, respectively (4,689) (4,533)
--------- ---------
Total Shareholders' Equity (Deficit) (43,380) (33,655)
--------- ---------
Total Liabilities and Shareholders' Equity $ 667,502 $ 725,911
========= =========
See accompanying notes to the condensed consolidated financial statements.
6
EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
Three Months Ended
February 28
2002 2001
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (6,207) $(17,430)
Adjustments to reconcile net income (loss)
to net cash provided by
operating activities:
Depreciation and amortization 15,649 14,800
Provision for discontinued operations -- 16,932
Divestitures 125 --
Changes in assets and liabilities:
Receivables 46,672 (4,805)
Inventories 5,507 3,330
Accounts payable (9,527) 6,208
Accrued liabilities 6,332 2,165
Other (8,290) (793)
-------- --------
Net cash provided by
operating activities 50,261 20,407
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of divisions 6,300 --
Capital expenditures (5,106) (10,040)
Other 122 (285)
-------- --------
Net cash provided by (used in)
investing activities 1,316 (10,325)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Reduction of long-term debt (12,800) (4,774)
Net borrowings (repayments) under revolving
credit agreements (36,092) 7,680
Other 331 (152)
-------- --------
Net cash provided by (used in)
financing activities (48,561) 2,754
-------- --------
NET CASH USED BY DISCONTINUED OPERATIONS -- (2,486)
-------- --------
7
EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
Three Months Ended
February 28
-----------
2002 2001
------- -------
Net increase (decrease) in cash and
cash equivalents 3,016 10,350
Cash and cash equivalents, beginning of period 24,620 7,467
------- -------
Cash and cash equivalents, end of period $27,636 $17,817
======= =======
Supplemental cash flow information: 2002 2001
------- -------
Cash paid during the three months ended
February 28:
Interest paid $ 5,003 $ 4,236
Income taxes paid (refunded), net $ 267 $(1,767)
See accompanying notes to the condensed consolidated financial statements.
8
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, 2001 presented in the Company's Form 10-K filed
with the SEC on February 15, 2002, as amended on March 8, 2002.
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, 2002 and 2001. 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 968,417 and 988,500 in the three
months ended February 28, 2002 and 2001, respectively. 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 $3,512 and $3,134 for the
three months ended February 28, 2002 and 2001, respectively. No potential common
stock was outstanding during the three months ended February 28, 2002 or 2001.
C. DISCONTINUED OPERATIONS
The assets and business of the Construction Equipment Division (CED),
which comprised the Machinery Segment, were sold December 14, 2001 as noted in
the previous 10K filing for the year ended November 30, 2001. Pursuant to the
transaction, $5,600 of liabilities were assumed or retained as of November 30,
2001. At February 28, 2002 the remaining balance of those liabilities was
approximately $4,100. The results of the Machinery Segment's operations were
reported separately as discontinued operations throughout 2001.
The remaining Net assets of operations to be sold, disclosed on the
condensed consolidated balance sheets, consist of inventory, which the purchaser
of CED is obligated to purchase during 2002.
D. RESTRUCTURING AND DIVESTITURES
In November 2001, the Company recorded asset write-downs and other charges
totaling $14,163 in connection with a restructuring plan (the "Plan"). The Plan
primarily relocates the Company's corporate headquarters from Cincinnati, Ohio
to Phoenix, Arizona and closes three plants in the Technologies segment as it
eliminates certain product lines in the
9
Special Purpose Battery category. The costs related to the Plan, which were
recognized as a separate component of operating expenses in the fourth quarter
of 2001, included approximately $5,425 related to the facilities, $5,044 related
to involuntary severance of approximately 165 employees and $3,694 in other
costs to exit business activities. An analysis of the asset impairment and
accrued liabilities related to the plan is as follows:
FACILITIES SEVERANCE OTHER TOTAL
---------- --------- ----- -----
Original Charges $5,425 $5,044 $3,694 $14,163
Amounts Utilized - (202) - (202)
------ ------ ------ -------
Balance at November 30, 2001 $5,425 $4,842 $3,694 $13,961
Amounts Utilized (29) (910) - (939)
------ ------ ------ -------
Balance at February 28, 2002 $5,396 $3,932 $3,694 $13,022
====== ====== ====== =======
Facility costs include adjustments of $3,575 recorded against Property plant and
Equipment for asset impairments and adjustments of $1,850 recorded in Other
Accrued Liabilities for future lease commitments, less estimated proceeds
received from subleasing.
Subsequent to February 28, 2002, the Company has determined that a portion of
the assets in its overfunded pension plan can be made available to pay severance
costs related to the restructuring plan. The Company has amended the pension
plan and has provided new or amended severance plans to allow for such payments.
Approximately $1,200 of severance has been paid out of the pension plan. This
will result in a reduction of the restructuring provision recorded in the fourth
quarter of 2001. It is estimated another $1,900 of severance will be paid
out of the pension plan in later quarters, further reducing the restructuring
provision previously recorded.
Subsequent to February 28, 2002 the Company initiated the process of evaluating
certain of its non-strategic operations in the Technologies Segment for possible
further restructuring. In that regard, the Company is exploring strategic
alternatives for the commercial metal fabrication operations.
The reserves established for divestitures as noted in the Company's Annual
Report on Form 10-K for the fiscal year ended November 30, 2001, totaled
approximately $17,400 at February 28, 2002. The activity in the reserves was not
material for the first quarter of 2002.
E: ACCOUNTS RECEIVABLE ASSET BACKED SECURITIZATION
In January 2002 the Company entered into an agreement with a major U.S.
financial institution to sell an undivided interest in certain receivables of
the Company and certain of its domestic subsidiaries through an unconsolidated
qualifying special purpose entity, Eagle-Picher Funding Corporation ("EPFC").
Initially $47,000 of proceeds from this new facility were used to payoff amounts
outstanding under the Company's existing Receivables Agreement with its wholly
owned subsidiary Eagle-Picher Acceptance Corporation on the closing date and for
other corporate purposes. The agreement involves the sale of receivables of the
Company and certain of its domestic subsidiaries to EPFC, which in turn sells an
undivided beneficial interest in a revolving pool of receivables to the
financial institution. EPFC has no recourse against the Company and its
subsidiaries for failure of the debtors to pay when due. The agreement provides
for continuation of the program on a revolving basis for approximately a
three-year period.
The Company accounts for the securitization of accounts receivables in
accordance with SFAS No. 140 "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities, a replacement of FASB
Statement 125." At the time the receivables are sold, the balances are removed
from the condensed consolidated balance sheets. Costs
10
associated with the transactions, primarily related to the discount, are charged
to the condensed consolidated statement of income (loss).
In conjunction with the initial transaction in which $82,475 of receivables were
sold to EPFC, the Company incurred charges of approximately $1,500 which are
included in Interest Expense on the condensed consolidated statements of income
(loss). The Company continues to service the sold receivables and receives
monthly servicing fees from EPFC of approximately 1% (annually) of the average
balance of the receivables pool. The Company's retained interest in the
receivables are carried at fair value which is estimated as the net realizable
value. The net realizable value considers the collection period and includes an
estimated provision for credit losses and returns and allowances.
At February 28, 2002, the Company's retained interest including a service fee
receivable of $78, was approximately $31,000 and the revolving pool of
receivables that the Company services totaled approximately $80,500. The
outstanding balance of the undivided interest sold to the financial institution
recorded on EPFC was $48,100 at February 28, 2002. During the quarter, proceeds
from new securitizations outside of the initial sale, was $109,000 and proceeds
from collections reinvested in securitizations totaled $104,500. The effective
interest rate in the securitization was 2.9%.
F. 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, 2001.
On January 25, 1996, Richard Darrell Peoples, a former employee of
Eagle-Picher Industries, Inc., 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
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. The
Missouri Court dismissed that action with prejudice 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. Since that time the case has been in a discovery phase.
EPI's lawyers recently discovered that Mr. Peoples altered documents produced by
EPI in that case, a fact that Mr. Peoples has acknowledged to the court. The
Company believes the alterations were an attempt to fabricate evidence against
EPI. EPI filed a motion for sanctions, including dismissal of the lawsuit, which
was denied by the court. EPI filed a motion for reconsideration of the denial of
its motion for sanctions, which was also denied. EPI intends to contest this
suit vigorously. EPI does not believe that resolution of this lawsuit will have
a material adverse effect on EPI's financial condition, results of operations or
cash flows.
11
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. The Bankruptcy Court held a hearing on
this matter on September 24 and 25, 2001. 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 purchase 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. Contemporaneously with the purchase and sale of the DZ Business,
EPT and Isonics entered into a supply agreement (the "Supply Agreement")
pursuant to which EPT agreed that, commencing upon delivery of 200 kg of
silicon-28, EPT would devote the capacity of a pilot plant used to produce such
material to producing silicon-28 and sell all silicon-28 produced in such pilot
plant and meeting certain specifications, as well as any silicon-29 or
silicon-30 actually produced as a byproduct, to Isonics for a ten year term.
Isonics amended its counterclaim in the DZ Business arbitration to assert a
claim that the Supply Agreement requires EPT to produce a certain amount of
silicon-28, silicon-29 and silicon-30 and alleging damages of not less than $75
million for anticipatory breach of such alleged obligation. EPT believes that
the terms of the Supply Agreement and applicable law clearly establish that the
Supply Agreement does not impose any obligation to produce any quantity of
silicon-28, silicon-29 or silicon-30 and that Isonics' claims are without merit.
Isonics also amended its counterclaim to allege that
12
EPT's parent company, Eagle-Picher Industries, Inc. ("EPI") is liable for any
damages of EPT under an "alter ego" theory, a claim which EPI and EPT believe is
also without merit. EPT and EPI intend 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.
EPI, EPT and Isonics filed motions for summary judgement with the
arbitration panel. The panel granted EPI's motion for summary judgement and
denied the other motions for summary judgement. An arbitration hearing is
scheduled for the week of June 24, 2002.
On September 25, 2001, Andries Ruijssenaars, former President and Chief
Executive Officer of the Company, filed a lawsuit against the Company, certain
of its directors and ABN AMRO Bank in the U.S. District Court for the Southern
District of Ohio, Western Division, relating to the purchase of Mr.
Ruijssenaar's common stock in the Company and his benefits under the EPI's
Supplemental Executive Retirement Plan (SERP). Mr. Ruijssenaars claims that the
per share price for 2001 under the Company's Incentive Stock Plan, which is
generally applicable to all Plan participants and results in approximately $2.8
million for Mr. Ruijssenaars' 30,000 shares of common stock, was not correctly
determined and claims approximately $4.7 million for his shares. Mr.
Ruijssenaars' lawsuit also challenges a rule adopted by the committee for the
Plan, deferring the obligation of the Company to repurchase stock in the event
contracts to which the Company is a party, including its debt agreements,
restrict such repurchase.
Mr. Ruijssenaars' lawsuit also challenges EPI's determination of benefits
under the SERP and claims that EPI is obligated to purchase an annuity for his
additional SERP benefit accrued after 2000 based on theories of promissory
estoppel, equitable estoppel, breach of contract and ERISA. Mr. Ruijssenaars has
also asserted claims of fraud, conspiracy, breach of fiduciary duty and
conversion. Mr. Ruijssenaars seeks approximately $2.3 million with respect to
the SERP, as well as punitive damages.
The Company intends to contest this suit vigorously. The Company does not
believe that resolution of this lawsuit will have a material adverse effect on
its financial condition, result of operations or cash flows.
On October 30, 2001, GMAC Business Credit, LLC (GMAC) and Eagle Trim, Inc.
filed a lawsuit in the United States District Court for the Eastern District of
Michigan, Southern Division, against EPI arising out of the sale of EPI's former
automotive interior trim division to Eagle Trim. In connection with that sale,
EPI guaranteed to GMAC, which funded the acquisition, that approximately $3.9
million of receivables relating to tooling purchased by EPI on behalf of
customers would be paid by November 2001. Eagle Trim ceased operations during
2001, at which time Eagle Trim and GMAC allege that approximately $2.7 million
of the tooling receivables had not been collected and did not exist at the time
of the sale. GMAC claims $2.7 million plus interest on the guaranty, and GMAC
and Eagle Trim have asserted claims for fraud and misrepresentation and are
seeking $24.5 million in damages. EPI is currently investigating these
allegations, but denies any fraud or misrepresentation. EPI intends to contest
this suit vigorously. EPI does not believe that resolution of this lawsuit will
have a material adverse effect on EPI's financial condition, results of
operations or cash flows.
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.
13
G. SEGMENT REPORTING
The Company has the following reportable segments: Automotive,
Technologies and Minerals. 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 disclosed in the Company's consolidated financial statements for the year
ended November 30, 2001 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, 2002 and 2001:
Three Months Ended
February 28
2002 2001
--------- ---------
(In thousands of dollars)
Net Sales
Automotive $ 103,478 $ 100,787
Technologies 40,521 47,867
Minerals 15,350 15,375
--------- ---------
Total $ 159,349 $ 164,029
========= =========
Income (Loss) from Continuing
Operations Before Taxes:
Automotive $ (2,395) $ (647)
Technologies (3,193) 218
Minerals 323 (488)
Divested Divisions (125) --
Corporate (432) 289
--------- ---------
Total $ (5,822) $ (628)
========= =========
Depreciation and Amortization:
Automotive $ 9,646 $ 9,250
Technologies 3,659 3,587
Minerals 1,420 1,350
Corporate 114 22
--------- ---------
Total $ 14,839 $ 14,209
========= =========
Interest Expense:
Automotive $ 5,266 $ 5,121
Technologies 3,498 3,562
Minerals 705 780
Corporate/Intersegment 1,612 709
--------- ---------
Total $ 11,081 $ 10,172
========= =========
14
The Company sold its Ross Aluminum, MARCO, Fluid Systems, Rubber Molding and
Cincinnati Industrial Machinery Divisions during 2000. These divisions are
referred to collectively herein as the "Divested Divisions".
H. SUPPLEMENTAL GUARANTOR INFORMATION
The indebtedness of 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.
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
15, 2002 and amended on March 8, 2002.
15
EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
THREE MONTHS ENDED FEBRUARY 28, 2002
GUARANTORS
------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
------ -------------- ---------- ------------ ------------ -----
(IN THOUSANDS OF DOLLARS)
Net Sales
Customers $ 11,635 $ -- $ 126,765 $ 20,949 $ -- $ 159,349
Intercompany 3,623 -- 2,826 2 (6,451) --
Operating Costs and Expenses:
Cost of products sold 8,512 -- 107,050 16,936 (6,451) 126,047
Selling administrative 6,299 -- 5,499 1,917 (47) 13,668
Intercompany charges (2,650) -- 2,466 137 47 --
Depreciation 1,147 -- 8,704 766 -- 10,617
Amortization of intangibles 934 -- 3,041 247 -- 4,222
Proceeds from insurance settlement -- -- -- -- -- --
Divestitures 125 -- -- -- -- 125
(Other loss on sale of assets (4) -- (182) -- -- (186)
--------- --------- --------- --------- --------- ---------
Total 14,363 -- 126,578 20,003 (6,451) 154,493
--------- --------- --------- --------- --------- ---------
Operating Income (Loss) 895 -- 3,013 948 -- 4,856
Other Income (Expense)
Interest expense (2,931) -- (7,522) (1,273) 645 (11,081)
Other income (expense) 478 -- 404 166 (645) 403
Equity in earnings of
consolidated subsidiaries (4,070) (6,207) 579 -- 9,698 --
--------- --------- --------- --------- --------- ---------
Income (Loss) from, Continuing
Operations Before Taxes (5,628) (6,207) (3,526) (159) 9,698 (5,822)
Income Taxes -- -- 12 373 -- 385
--------- --------- --------- --------- --------- ---------
Net Income (Loss)from Continuing
Operations $ (5,628) $ (6,207) $ (3,538) $ (532) $ 9,698 $ (6,207)
Discontinued Operations, net -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Net Income (Loss) $ (5,628) $ (6,207) $ (3,538) $ (532) $ 9,698 $ (6,207)
========= ========= ========= ========= ========= =========
16
EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
AS OF FEBRUARY 28, 2002
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
------ -------------- ---------- ------------ ------------ -----
(IN THOUSANDS OF DOLLARS)
ASSETS
Cash and cash equivalents $ 20,722 $ 1 $ 1,605 $ 5,308 $ -- $ 27,636
Receivables, net 13,220 -- 30,143 14,622 -- 57,985
Intercompany accounts receivable 1,874 -- 3,075 114 (5,063) --
Inventories 3,694 -- 55,306 12,206 (1,369) 69,837
Net assets of discontinued operations 1,823 -- -- -- -- 1,823
Prepaid expenses 1,293 -- 7,141 1,927 (980) 9,381
Deferred income taxes 24,287 -- -- -- -- 24,287
--------- --------- --------- --------- --------- ---------
Total current assets 66,913 1 97,270 34,177 (7,412) 190,949
Property, Plant & Equipment, net 28,040 -- 153,510 29,760 (32) 211,278
Investment in Subsidiaries 83,088 88,807 9,877 -- (181,772) --
Excess of Acquired Net Assets Over Cost, net 41,003 -- 118,302 19,640 (3,139) 175,806
Other Assets 74,367 -- 22,491 11,933 (19,322) 89,469
--------- --------- --------- --------- --------- ---------
Total Assets $ 293,411 $ 88,808 $ 401,450 $ 95,510 $(211,677) $ 667,502
========= ========= ========= ========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 9,811 $ -- $ 59,567 $ 6,436 $ -- $ 75,814
Intercompany accounts payable -- -- -- 4,916 (4,916) --
Long-term debt - current portion 25,569 -- -- 11,548 (9,267) 27,850
Income taxes (343) -- -- 1,061 -- 718
Other current liabilities 49,862 -- 25,522 3,004 -- 78,388
--------- --------- --------- --------- --------- ---------
Total current liabilities 84,899 -- 85,089 26,965 (14,183) 182,770
Long-term Debt - less current portion 366,369 -- -- -- -- 366,369
Deferred Income Taxes 9,363 -- -- -- (3,204) 6,159
Other Long-Term Liabilities 26,852 20 1,000 1,114 -- 28,986
--------- --------- --------- --------- --------- ---------
Total Liabilities 487,483 20 86,089 28,079 (17,387) 584,284
Intercompany Accounts (268,934) -- 246,558 35,076 (12,700) --
11 3/4% Cumulative Redeemable
Exchangeable Preferred Stock -- 126,598 -- -- -- 126,598
Shareholders' Equity 74,862 (37,810) 68,803 32,355 (181,590) (43,380)
--------- --------- --------- --------- --------- ---------
Total Liabilities and
Shareholders' Equity $ 293,411 $ 88,808 $ 401,450 $ 95,510 $(211,677) $ 667,502
========= ========= ========= ========= ========= =========
17
EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
FEBRUARY 28, 2002
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) $ (5,628) $ (6,207) $ (3,538) $ (532) $ 9,698 $ (6,207)
Adjustments to reconcile net income
(loss) to cash provided by (used in)
operating activities:
Equity in earnings (loss) of consolidated
subsidiaries 4,070 6,207 (579) -- (9,698) --
Depreciation and amortization 2,891 -- 11,745 1,013 -- 15,649
Loss on sales of divisions 125 -- -- -- -- 125
Impairment of net assets of operations to be sold -- -- -- -- -- --
Changes in assets and liabilities, net of effect
of acquisitions and divestitures 36,959 312 59,209 (2,990) (52,796) 40,694
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
operating activities 38,417 312 66,837 (2,509) (52,796) 50,261
-------- -------- -------- -------- -------- --------
Cash Flows From Investing Activities:
Proceeds from sales of divisions 6,300 -- -- -- -- 6,300
Acquisition -- -- -- -- -- --
Capital expenditures (232) -- (4,608) (266) -- (5,106)
Other 5 -- 1,401 (1,284) -- 122
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
investing activities 6,073 -- (3,207) (1,550) -- 1,316
-------- -------- -------- -------- -------- --------
Cash Flows From Financing Activities:
Reduction of long-term debt (12,800) -- (42,452) -- 42,452 (12,800)
Net borrowings(repayments)under revolving
credit agreements (22,000) -- (14,250) 158 -- (36,092)
Other -- (312) 658 (15) -- 331
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
financing activities (34,800) (312) (56,044) 143 42,452 (48,561)
-------- -------- -------- -------- -------- --------
Increase (decrease) in cash and
cash equivalents 9,690 -- 7,586 (3,916) (10,344) 3,016
Intercompany accounts (6,113) -- (6,452) 2,288 10,277 --
Cash and cash equivalents,
beginning of period 17,145 1 471 6,936 67 24,620
-------- -------- -------- -------- -------- --------
Cash and cash equivalents,
end of period $ 20,722 $ 1 $ 1,605 $ 5,308 $ -- $ 27,636
======== ======== ======== ======== ======== ========
18
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 products sold 9,440 -- 109,169 19,240 (7,721) 130,128
Selling 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 Continuting (1,233) (17,431) (1,481) 1,738 17,779 (628)
Operations Before Taxes
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)
========= ========= ========= ========= ========= =========
19
EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
AS OF NOVEMBER 30, 2001
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
--------- --------- --------- --------- --------- ---------
(IN THOUSANDS OF DOLLARS)
ASSETS
Cash and cash equivalents $ 17,145 $ 1 $ 471 $ 6,936 $ 67 $ 24,620
Receivables, net (12,668) -- 103,168 15,122 -- 105,622
Intercompany accounts receivable 46,674 -- 3,559 65 (50,298) --
Inventories 4,129 -- 59,704 12,882 (1,371) 75,344
Net assets of discontinued operations 3,610 -- -- 5,954 (6,306) 3,258
Prepaid expenses 1,378 -- 6,152 2,887 (865) 9,552
Deferred income taxes 24,287 -- -- -- -- 24,287
--------- --------- --------- --------- --------- ---------
Total current assets 84,555 1 173,054 43,846 (58,773) 242,683
Property, Plant & Equipment, net 28,733 -- 157,653 30,401 (32) 216,755
Investment in Subsidiaries 83,571 95,169 16,058 -- (194,798) --
Excess of Acquired Net Assets Over Cost, net 41,939 -- 120,969 19,994 (3,140) 179,762
Other Assets 73,049 -- 13,789 10,719 (10,846) 86,711
--------- --------- --------- --------- --------- ---------
Total Assets $ 311,847 $ 95,170 $ 481,523 $ 104,960 $(267,589) $ 725,911
========= ========= ========= ========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 16,156 $ -- $ 62,171 $ 7,970 $ -- $ 86,297
Intercompany accounts payable 76 -- 48 7,404 (7,528) --
Long-term debt - current portion 25,569 -- 14,250 9,430 (7,292) 41,957
Income taxes (283) -- -- 1,491 1 1,209
Other current liabilities 42,342 -- 26,363 3,111 -- 71,816
--------- --------- --------- --------- --------- ---------
Total current liabilities 83,860 -- 102,832 29,406 (14,819) 201,279
Long-term Debt - less current portion 401,169 -- 42,452 -- (42,452) 401,169
Deferred Income Taxes 9,362 -- -- -- (3,085) 6,277
Other Long-Term Liabilities 25,911 19 1,000 825 -- 27,755
--------- --------- --------- --------- --------- ---------
Total Liabilities 520,302 19 146,284 30,231 (60,356) 636,480
Intercompany Accounts (288,578) -- 262,878 35,782 (10,082) --
11 3/4% Cumulative Redeemable
Exchangeable Preferred Stock -- 123,086 -- -- -- 123,086
Shareholders' Equity 80,123 (27,935) 72,361 38,947 (197,151) (33,655)
--------- --------- --------- --------- --------- ---------
Total Liabilities and
Shareholders' Equity $ 311,847 $ 95,170 $ 481,523 $ 104,960 $(267,589) $ 725,911
========= ========= ========= ========= ========= =========
20
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
Impairment of net assets of operations to be sold --
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:
Proceeds from sales of divisions -- -- --
Acquisition -- -- -- --
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 1,298 1 539 4,312 1,317 7,467
-------- -------- -------- -------- -------- --------
Cash and cash equivalents,
end of period $ 9,686 $ 1 $ 563 $ 6,138 $ 1,429 $ 17,817
======== ======== ======== ======== ======== ========
21
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Significant Accounting Policies
The condensed consolidated financial statements of Eagle-Picher Holdings, Inc.
are prepared in conformity with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
the use of estimates, judgements, and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period presented. The
Company believes that of its significant accounting policies, the following may
involve a higher degree of judgments, estimates and complexity:
Environmental Reserves
The Company is subject to extensive and evolving federal, state and local
environmental laws and regulations. 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"). 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. 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 with such laws and regulations.
Accordingly, future information and developments will require the Company to
continually reassess the expected impact of these environmental matters.
Impairment of long-lived Assets
The Company periodically reviews the carrying value of its long-lived assets
held and used and assets to be disposed of, including goodwill, when
circumstances warrant such a review. If the carrying value of a long-lived asset
is considered impaired, an impairment charge is recorded for the amount by which
the carrying value of the long-lived assets exceeds its fair value. The Company
believes its estimates of fair value are reasonable considering currently
applicable accounting guidance, however changes in the fair values and
circumstances and the implementation of Statement of Accounting Standards No.
142 "Goodwill and Intangible Assets", which is discussed in the Company's Form
10-K for the Year Ended November 30, 2001 and is effective for the first quarter
of fiscal year 2003, could affect the evaluations.
Revenue Recognition
A portion of the Company's revenues is derived from contracts, which are
accounted for under the percentage of completion method of accounting. This
method requires a higher degree of judgement and the use of estimates than other
revenue recognition methods. The judgements and estimates involved include the
Company's ability to accurately estimate the contracts' percentage of completion
and the reasonableness of the estimated costs to complete, among other factors,
at each financial reporting period.
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.
The Company accounts for its derivatives in accordance with Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities". Such accounting is complex, evidenced by
the significant interpretations of the primary accounting standard, which
continues to evolve.
Results of Operations
Please refer to Note G. regarding Segment Reporting contained in Item
1. of this report.
The Automotive Segment
Sales of the Automotive Segment increased 2.7% from $100.8 million in
the first quarter of 2001 to $103.5 million in the comparable period of 2002.
The loss from continuing operations before taxes was $(2.4) million in the first
quarter of 2002 compared to loss from continuing operations before taxes of
$(0.6) million in the first quarter of 2001. The improvement in sales reflects
volumes on new programs as well as the modest recovery of the North American
based automotive industry in the first quarter of 2002. Lower earnings compared
to first quarter of last year resulted from higher depreciation costs of $0.4
million from capital investments made in 2001 and a sales mix shift to a higher
proportion of lower margin sales from the Company's Hillsdale Division.
Additionally, in the first three months of the year 2002, the Segment incurred
foreign exchange losses (before any corporate hedging activity) of $0.2 million,
compared to an exchange gain of $0.5 million in 2001.
Automotive Segment Outlook
While sales for the second quarter will be higher than sales for the first
quarter of fiscal year 2002 in the Automotive Segment, sales for the second
quarter of fiscal year 2002 are expected to be about equal to 2001 levels.
Income before taxes is expected to be higher in the second quarter compared to
the first quarter of fiscal year 2002 reflecting higher volumes. Income is also
expected to be higher than the same period last year, which included operating
inefficiencies arising out of product-launch activities relating to new business
achieved in fiscal year 2000. The outlook for the Automotive Segment for fiscal
year 2002 provided in the Company's Annual Report on Form 10K continues to
represent Management's view of the Automotive Segment.
The Technologies Segment
Sales of the Technologies Segment decreased 15.4% from $47.9 million in
the first quarter of 2001 to $40.5 million in the comparable period of 2002. The
decline in sales was primarily related to soft demand for the Company's products
sold to telecommunications, semi-conductor, satellite communications customers,
and its miscellaneous commercial fabrication operation, partially offset by
higher demand for energy storage products sold to the defense and aerospace
industries. Volumes of bulk pharmaceutical products in 2002 were also down as
operations had not fully recovered from a fire at a bulk pharmaceutical plant in
August 2001.
Loss from continuing operations before taxes was $(3.2) million in the
first quarter of 2002, compared to income of $0.2 million in the first quarter
of 2001. Reduced margins reflect lower volumes and some operating inefficiencies
as the Technologies Segment implements the restructuring of certain of its
operations, and also increased reserves related to certain legal matters.
Technologies Segment Outlook
Sales for the second quarter in the Technologies Segment are expected
to improve over the first quarter but remain below the same period for fiscal
22
year 2001. Increased demand for bulk chemicals and certain specialty materials
products are expected to provide the increase from the first quarter 2002 and
demand for energy storage products are expected to equal first quarter levels.
Income before taxes is expected to improve in the second quarter, with no
further increase expected in legal reserves. Subsequent to February 28, 2002 the
Company initiated the process of evaluating certain of its non-strategic
operations in this segment for possible further restructuring. In that regard,
the Company is exploring strategic alternatives for the commercial metal
fabrication operations which had reported sales of approximately $10 million and
an immaterial EBITDA in fiscal 2001. The Company is also currently reviewing its
position in the energy storage market for opportunities to expand these products
to offset lower volumes from restructured businesses. The outlook for fiscal
year 2002 for the Technologies Segment provided in the Company's Annual Report
on Form 10K continues to represent Management's view of the Technologies
Segment.
The Minerals Segment
Comparative sales of the Minerals Segment were virtually flat at $15.4
million in the first quarters of both 2002 and 2001. Increases in the North
American markets were offset by declines in the overseas markets, primarily
Europe.
Despite flat sales, income from continuing operations before taxes
improved in 2002 to $0.3 million, compared to a loss of $(0.5) million in the
first quarter of 2001. Lower energy costs and improved production efficiencies
contributed to the improvement.
Minerals Segment Outlook
Sales in the Minerals Segment for the second quarter of fiscal year 2002 are
expected to be slightly higher than sales for the first quarter and ahead of
sales for the same period of fiscal year 2001. Similarly, income before taxes
for the Minerals Segment is expected to be higher than income before taxes for
the first quarter of fiscal year 2002 and also higher than income before taxes
for the second quarter of fiscal year 2001. The outlook for the Minerals Segment
for fiscal year 2002 set forth in the Company's Annual Report on Form 10K
continues to represent Management's view with respect to the Minerals Segment.
Summary of the Company
Net Sales. The Company's net sales were $159.3 million and $164.0
million in the first quarters of 2002 and 2001, respectively, a decrease of
2.9%. Decreased sales of the Technologies Segment were partially offset by
increases in the Automotive Segment as described above.
Cost of Products Sold. Cost of products sold decreased slightly as a
percentage of net sales from 79.3% in the first quarter of 2001 to 79.1% in the
comparable period of 2002. The improvement in gross margin resulting from
decreased energy costs in the Minerals Segment and favorable sales mix in the
Technologies Segment were partially offset by a change in product mix in
Automotive Segment sales and lower Technologies Segment sales.
Selling and Administrative. Selling and administrative expenses,
increased to $13.7 million in the first quarter of 2002 from $11.3 million in
the comparable period of 2001. Reserves for legal matters were increased by $1.5
million. Additional costs were also incurred in the first quarter of
2002 due to ERP systems and marketing investments made in the Minerals and
Technologies Segments. Effective April 1, 2002 the Company transferred its
headquarters from Cincinnati, Ohio to Phoenix, Arizona. In connection with this
relocation, the Company has reduced its headquarters staff by approximately
two-thirds. Benefits from this reduction are expected to be realized beginning
in the latter half of 2002.
23
Depreciation and Amortization. Depreciation and amortization expense
was $14.8 million and $14.2 million in the first quarters of 2002 and 2001,
respectively. The increase is primarily attributable to capital expenditures
made during 2001 in the Automotive Segment for new business.
Interest Expense. Interest expense was $11.1 million in the first
quarter of 2002 and $10.2 million in the first quarter of 2001. Included in
interest in 2002 is approximately $1.5 million in fees and other costs related
to the Accounts Receivable Asset Backed Securitization as discussed in Note E in
Item 1. In accordance with SFAS 140 "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities, a replacement of FASB
statement 125", the Company has expensed these costs as incurred, rather than
amortizing them over the term of the agreement. Amounts paid to banks and other
institutions in the first quarter of 2002 for borrowed funds was $.7 million
less than similar amounts incurred for the first quarter of 2001. This
improvement reflects actual lower debt levels throughout the first quarter of
2002 than in the same period of 2001. In addition, interest rates were slightly
lower in 2002 on variable rate debt and the Accounts Receivable Asset Backed
Securitization yielded a lower interest rate as compared to the Company's
previous Accounts Receivable loan.
Other Income (Expense). Other income was $.4 million in the first
quarter of 2002 compared to other income of $0.9 million in the comparable
period of 2001. The difference is attributable to the Company experiencing lower
currency gains in the first quarter of 2002 versus the first quarter of 2001.
Income (Loss) from Continuing Operations Before Taxes. Income (loss)
from continuing operations before taxes was $(5.8) million and $(0.6) million in
the first quarters of 2002 and 2001, respectively, and comparability of such is
impacted by the following items:
- - Lower sales volumes in the Technologies Segment.
- - $1.5 million in fees and costs related to the Accounts Receivable Asset
Backed Securitization discussed in Note E in Item 1.
- - Increase of $1.5 million in reserves of the Company for legal matters.
Discontinued Operations. Throughout 2001, the Company accounted for its
former Machinery Segment as a discontinued operation. This business was sold in
December 2001, but the Company has accounted for the business as if it had been
sold as of November 30, 2001. Accordingly, there is no effect on operations in
2002 for this Segment.
Net Income (Loss). Net income (loss) for the first quarters of 2002 and
2001 were $(6.2) million and $(17.4) million, respectively. The net loss in 2001
was significantly impacted by the provision for loss on disposal of discontinued
operations of $15.3 million.
Dividend accretion of $3.5 million in the first quarter of 2002 on the
11 3/4% Cumulative Redeemable Exchangeable Preferred Stock ("Preferred Stock")
increased the loss applicable to common shareholders to $(9.7) million. In the
first quarter of 2001, preferred stock dividends accretion of $3.1 million
increased loss applicable to common shareholders to $(20.6) million.
24
Company Outlook
The Company's sales for fiscal year 2002 are expected to be in the
range of $690 million to $700 million. This estimate is consistent with the
outlook for the Company set forth in its fiscal year 2001 Annual Report on Form
10K.
The Company expects it's EBITDA for fiscal year 2002 to be within a
range of $93 million to $97 million. This estimate is consistent with the
outlook for the Company set forth in its fiscal year 2001 Annual Report on Form
10K.
FINANCIAL CONDITION
The following are certain financial data regarding EBITDA, as defined
below, cash flows and earnings to fixed charges and preferred stock dividends:
Three Months Ended
February 28
2002 2001
(In millions of dollars)
EBITDA $21.7 $24.1
Cash provided by operating activities 50.3 20.4
Cash provided by (used in) investing
Activities 1.3 (10.3)
Cash provided by (used in) financing
Activities (48.6) 2.8
Net cash used by discontinued operations -- (2.5)
Preferred stock dividends accreted 3.5 3.1
Earnings/fixed charges and preferred
stock dividends .38X .72X
Deficiency 9.3 3.8
EBITDA
The Company's EBITDA is defined for purposes hereof as earnings before
interest expense, income taxes, depreciation and amortization, certain items
determined by management to be in the nature of nonrecurring items, namely
management compensation (special), accruals for unusual litigation, (gain) loss
on sale of divisions, charge for impairment of net assets of operations to be
sold and other non-cash items relating to 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 2002 and 2001 was $21.7
million and $24.1 million, respectively.
25
Operating Activities
Cash provided by operating activities was $50.3 million and $20.4 million
for the three months ended February 28, 2002 and 2001, respectively, and
consisted of the following:
Three Months Ended February 28
2002 2001
(in millions of dollars)
Income (Loss) from continuing
operations before taxes $(5.8) $ (.6)
Depreciation and amortization,
excluding amortization of
deferred financing costs 14.8 14.2
Excess of interest expense
over interest paid 6.1 5.9
Income taxes (paid) refunded, net (.3) 1.8
Working capital and other 35.5 (.9)
----- -----
$50.3 $20.4
===== =====
See "Results of Operations" for discussions concerning income (loss)
from continuing operations before taxes and depreciation and amortization.
The excess of interest expense over interest paid results primarily
from two 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.
The Company received a "quick refund" in the first quarter of 2001 of
some of the income tax payments made in 2000.
Net cash provided by operating activities for the first quarter ended
February 28, 2002 was $50.3 million compared to $20.4 million for the comparable
2001 period. The majority of the increase in net inflow of cash from operating
activities occurred as a result of the Company selling certain of its
receivables to an unconsolidated qualifying special purpose entity (see note E
to condensed consolidated financial statements). A decrease in the Company's
inventory provided $5.5 million and a decrease in accounts payable and accruals
used $3.2 million. Other assets and liabilities, net, increased $8.3 million.
Investing Activities
Investing activities provided $1.3 million in cash during the first
quarter of 2002 compared to the first quarter of 2001 where the Company used
$10.3 million primarily for capital expenditures. During the first quarter of
2002, $6.3 million was provided from proceeds from the sale of CED. Capital
expenditures amounted to $5.1 million for the first quarter of fiscal year 2002.
Financing Activities
Financing activities used $48.6 million for the first quarter of 2002
compared to the first quarter 2001 where $2.8 million was provided. During the
first quarter of fiscal
26
2002, the Company used $36.1 million to reduce its revolving credit facility
primarily from proceeds associated with the sale of the Company's receivables to
an unconsolidated qualifying special purpose entity. Both regularly scheduled
debt payments and the proceeds for the sale of CED resulted in a $12.8 million
decline in the Company's term debt during the first quarter of fiscal year 2002.
Earnings to Fixed Charges and Preferred Stock Dividends
The ratio of earnings from continuing operations to fixed charges and
preferred stock dividends for the first quarters of 2002 and 2001 was .38x and
.72x, respectively. In 2002 and 2001, earnings were insufficient to cover fixed
charges and preferred stock dividends by $9.3 million and $3.8 million
respectively.
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, 2002, the Company had $63.6 million unused under
its senior secured revolving credit facility and $3.6 million unused under its
European unsecured lines of credit. However, due to various financial covenant
limitations under the Company's senior secured credit agreement (the "Credit
Agreement") measured on the last day of each quarter, on February 28, 2002, the
Company could incur only an additional $30.6 million of indebtedness.
At February 28, 2002, the Company was in compliance with the covenants of
its senior secured credit agreement and senior subordinated notes. As noted in
Note E in Item 1 above, the Company has adopted Financial Accounting Standards
Board SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities" in conjunction with the Asset Backed
Securitization. However, under the definitions contained in the Credit
Agreement, the aggregate amount of capital investment by the conduit at a given
point in time, $48.1 million at February 28, 2002, is treated as indebtedness
for purposes of various financial covenants in the Credit Agreement.
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% plus the applicable spread beginning March 5, 2001 and maturing
December 15, 2003.
Commencing March 1, 2003, dividends on the Company's Convertible
Exchangeable Preferred Stock become cash payable at 11-3/4% per annum; the first
semi-annual dividend payment of $8.3 million is due September 1, 2003. If the
Company does not pay cash dividends on the preferred stock, then holders of the
preferred stock become entitled to elect a majority of the Board of Directors of
Eagle-Picher Holdings. Dakruiter S.A., a company controlled by Granaria Holdings
B.V., holds approximately 51.8% of the preferred stock and therefore Granaria
Holdings would continue to be able to elect the entire Board of Directors of
Eagle-Picher Holdings.
The Company's $220 million revolving credit facility in its senior Credit
Agreement expires February 28, 2004. The Company will be required to extend or
replace this facility before that date. As of February 28, 2002, the Company had
borrowed approximately $120 million and had approximately $36.5 million of
letters of credit issued under this facility.
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.
27
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 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,
2002, the Company had 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
may enter into additional interest rate swap agreements through the maturity
date of the Credit Agreement as market conditions warrant. Based on the fair
value of the interest rate swap agreements being held as of February 28, 2002,
the Company has recorded a net loss of $4.7 million in accumulated other
comprehensive income in the accompanying condensed consolidated balance sheets.
The remaining amount of loans outstanding under the Credit Agreement bear
interest at floating rates.
The Company's industrial revenue bonds ("IRB's") bear interest at
variable rates based on the market for similar issues. Loans under the IRB's are
not covered by the Swap Agreements.
28
As of February 28, 2002, $154.9 million of revolving and term loans were
outstanding under the Credit Agreement, of which, interest on $90.0 million is
essentially fixed by the Swap Agreements. The interest rate risk on the
remaining debt outstanding under the foreign lines of credit and the IRB's,
which in the aggregate totals $19.1 million, has not been hedged. Accordingly, a
1% increase in the applicable index rates would result in additional interest
expenses of $.8 million per year, assuming no change in the current 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 on 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, 2002, the Company had outstanding
foreign exchange forward contracts with aggregate notional amounts of $16.6
million. Based on the fair value of the futures contracts being held as of
February 28, 2002, the Company has recorded a net gain of $.3 million in
accumulated other comprehensive income in the accompanying condensed
consolidated balance sheets.
29
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Please refer to Note F regarding Legal Matters contained in Item 1 of this
report, which is incorporated by reference in this Part II, as its Item 1.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.65 - Eagle Picher Industries Inc. Officers' Severance Plan (March 27,
2002/March 31, 2003 restatement.)
(b) Reports on Form 8-K
Form 8-K was filed on January 3, 2002 which described the sale of the
Company's Machinery Segment.
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/ Thomas R. Pilholski
Thomas R. Pilholski
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
DATE April 15, 2002
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/ Thomas R. Pilholski
Thomas R. Pilholski
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
DATE April 15, 2002
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 15, 2002
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 15, 2002
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 15, 2002
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 15, 2002
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 15, 2002
37
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 15, 2002
38
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 15, 2002
39
EXHIBIT INDEX
Exhibit No. Description
10.55 Supplemental Executive Retirement Plan (as amended
and restated Effective March 27, 2001)
40