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 August 31, 2002 Commission file number 333-49957-01
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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
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code 602-923-7200
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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 x No
---- ----
963,500 shares of common capital stock, $.01 par value each, were outstanding at
October 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
PART I. FINANCIAL INFORMATION Page
Number
Item 1. Financial Statements
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............................... 23
Item 3. Quantitative and Qualitative Disclosures About Market Risk.......... 31
Item 4. Controls and Procedures............................................. 32
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................... 33
Signatures................................................................... 34
Certifications............................................................... 43
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 Nine Months Ended
August 31 August 31,
----------------------- ---------------------
2002 2001 2002 2001
--------- --------- --------- ---------
Net Sales $ 169,053 $ 169,520 $ 509,729 $ 517,676
--------- --------- --------- ---------
Operating Costs and Expenses:
Cost of products sold (exclusive
of depreciation) 131,617 139,673 397,943 417,300
Selling and administrative 14,295 13,054 49,210 37,925
Depreciation 11,926 11,250 34,257 32,882
Amortization of intangibles 4,214 4,135 12,734 12,240
Restructuring -- -- 2,998 --
Divestitures 161 -- 6,131 500
Management compensation - special 524 609 2,905 2,498
Insurance related losses -- -- 3,100 --
Other (83) 107 (305) (162)
--------- --------- --------- ---------
162,654 168,828 508,973 503,183
--------- --------- --------- ---------
Operating Income 6,399 692 756 14,493
Interest expense (9,632) (9,920) (31,935) (30,170)
Other income (expense), net 412 1,600 1,388 2,439
--------- --------- --------- ---------
Loss from Continuing Operations Before Taxes (2,821) (7,628) (29,791) (13,238)
Income Taxes (Benefit) 750 (2,525) 1,955 (4,300)
--------- --------- --------- ---------
Loss from Continuing Operations (3,571) (5,103) (31,746) (8,938)
Discontinued Operations:
Loss from operations of discontinued segment,
net of income taxes (benefit) of $(900) -- -- -- (1,657)
Loss on disposal of business segment including
provisions of $1,733 and $4,138 for operating losses
during phase-out periods, net of income tax benefits
of $2,000 and $11,800 -- (5,500) -- (23,700)
--------- --------- --------- ---------
Net Loss $ (3,571) $ (10,603) $ (31,746) $ (34,295)
========= ========= ========= =========
Loss Applicable to Common Shareholders $ (7,289) $ (13,921) $ (42,695) $ (44,065)
========= ========= ========= =========
Comprehensive Income (Loss) $ (3,468) $ (12,180) $ (30,300) $ (36,769)
========= ========= ========= =========
Basic Loss per Share to Common Shareholders:
Loss from continuing operations $ (7.57) $ (8.58) $ (44.22) $ (19.02)
Discontinued operations net loss -- (5.60) -- (25.79)
--------- --------- --------- ---------
Net Loss $ (7.57) $ (14.18) $ (44.22) $ (44.81)
========= ========= ========= =========
See accompanying notes to the condensed consolidated financial statements.
4
EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
August 31 November 30
ASSETS 2002 2001
-------- --------
CURRENT ASSETS
Cash and cash equivalents $ 12,575 $ 24,620
Receivables, net 60,234 100,052
Inventories:
Raw materials and supplies 25,059 24,737
Work in process 28,002 32,038
Finished goods 14,820 18,569
-------- --------
67,881 75,344
Net assets held for sale 1,753 3,258
Prepaid expenses 12,071 15,122
Deferred income taxes 24,287 24,287
-------- --------
Total current assets 178,801 242,683
-------- --------
PROPERTY, PLANT AND EQUIPMENT 359,001 352,883
Less accumulated depreciation 165,719 136,128
-------- --------
Net property, plant and equipment 193,282 216,755
GOODWILL, net of accumulated amortization of $69,492 and $57,624, respectively
167,894 179,762
OTHER ASSETS 87,023 86,711
-------- --------
Total Assets $627,000 $725,911
======== ========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 71,584 $ 86,297
Long-term debt - current portion 20,966 41,957
Other accrued liabilities 81,006 73,025
-------- --------
Total current liabilities 173,556 201,279
LONG-TERM DEBT - less current portion 358,831 401,169
DEFERRED INCOME TAXES 7,088 6,277
OTHER LONG-TERM LIABILITIES 28,553 27,755
-------- --------
Total Liabilities 568,028 636,480
-------- --------
11-3/4% CUMULATIVE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK; 50,000 shares authorized;
14,191 issued and outstanding shares 134,035 123,086
-------- --------
5
EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
August 31 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
Accumulated deficit (166,088) (123,393)
Other comprehensive loss (4,284) (5,730)
Treasury Stock, at cost: 36,500 and 27,750 shares (4,692) (4,533)
--------- ---------
Total Shareholders' Deficit (75,063) (33,655)
--------- ---------
Total Liabilities and Shareholders' Deficit $ 627,000 $ 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)
Nine Months Ended
August 31
2002 2001
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(31,746) $(34,295)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 49,344 47,611
Provision for discontinued operations -- 23,700
Loss on divestitures 6,131 500
Deferred income taxes 811 --
Changes in assets and liabilities, net of effect of non cash loss on divestitures:
Sale of receivables (see Note F) 40,975 --
Receivables (3,573) (7,840)
Inventories 2,323 2,899
Prepaid expenses 3,025 (1,268)
Other assets (4,736) (4,569)
Accounts payable (13,325) 13,055
Accrued liabilities 3,823 (5,317)
Other -- (2,084)
-------- --------
Net cash provided by operating activities 53,052 32,392
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of divisions 8,917 --
Capital expenditures (12,611)
(34,874)
Proceeds from sale of property and equipment and other 639 (966)
-------- --------
Net cash used in investing activities
(3,055) (35,840)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Reduction of long-term debt (22,579) (14,322)
Net borrowings (repayments) under revolving credit agreements (40,750) 26,765
Acquisition of treasury stock (159) (1,692)
Other -- 1,432
-------- --------
Net cash provided by (used in) financing activities (63,488) 12,183
-------- --------
NET CASH PROVIDED BY DISCONTINUED OPERATIONS -- 1,027
-------- --------
Effect of exchange rates on cash 1,446 (2,474)
-------- --------
7
EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
Nine Months Ended
August 31
2002 2001
-------- --------
Net increase (decrease) in cash and cash equivalents (12,045) 7,288
Cash and cash equivalents, beginning of period 24,620 7,467
-------- --------
Cash and cash equivalents, end of period $ 12,575 $ 14,755
======== ========
Supplemental cash flow information:
Cash paid during the nine months ended August 31:
Interest paid $ 23,209 $ 23,135
======== ========
Income taxes paid (refunded), net $ (4,835) $ (1,695)
======== ========
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 condensed 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 September 20, 2002. Certain
amounts herein have been reclassified to conform to the reclassifications made
in the amended Form 10-K filed on September 20, 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 and nine months ended August 31, 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 to current year financial statement presentation.
B. BASIC LOSS PER SHARE
The calculation of net loss per share is based upon the average number of
common shares outstanding, which was 963,500 in the three months ended August
31, 2002, 965,472 in the nine months ended August 31, 2002, 981,417 in the three
months ended August 31, 2001 and 983,361 in the nine months ended August 31,
2001. The net loss applicable to common shareholders represents the net loss
increased by accreted dividends on preferred stock of $3,718 and $10,949 for the
three and nine months ended August 31, 2002, respectively and $3,318 and $9,770
for the three and nine months ended August 31, 2001, respectively. No potential
common stock was outstanding during the three and nine months ended August 31,
2002 or 2001.
C. DISCONTINUED OPERATIONS
The assets and business of the Construction Equipment Division (CED),
which comprised the Company's Machinery Segment, were sold December 14, 2001 as
noted in the 10-K 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 August 31, 2002 the remaining balance of those liabilities was
approximately $2,600 recorded in Other Accrued Liabilities. The results of the
Machinery Segment's operations were reported separately as discontinued
operations throughout 2001.
Inventory of approximately $1,416 remains in Net Assets Held for Sale at
August 31, 2002, which the purchaser of CED is obligated to purchase during
2002. The Company believes that the purchaser of CED has defaulted on its
obligation to purchase this inventory and has initiated litigation to recover
this amount.
D. RESTRUCTURING
In the fourth quarter of 2001, the Company recorded asset write-downs and
other charges totaling $14,163 in connection with a restructuring plan (the
"Plan") announced in November 2001. 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 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. The Company anticipates substantially
completing the restructuring by year-end 2002.
Facility costs include a non-cash adjustment of $1,250 to write down the
carrying value of the three plants to their estimated fair value in holding them
for sale. A non - cash charge of $2,325 represents the estimated loss on
abandoning the machinery and equipment and other assets at the plant locations
and corporate headquarters, and $1,850 represents an estimate of the total lease
commitments less estimated proceeds received from subleasing the various spaces.
The asset impairment adjustments are recorded against Property Plant and
Equipment and the liability for future lease commitments is included in Other
Accrued Liabilities in the condensed consolidated balance sheets.
9
The Company has determined that a portion of the assets in its over-funded
pension plan at November 30, 2001 could 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 $2,664 of severance has been paid out or is expected to be paid
out of the pension plan. During the second quarter of 2002, this resulted in a
reduction of the restructuring provision originally recorded in the fourth
quarter of 2001.
The other shutdown costs to exit the business consist primarily of $3,000
in non-cash charges related to inventory. The remaining balance in other costs
is included in Other Accrued Liabilities.
On May 31, 2002 the Company announced it would exit the Gallium business
in its Technologies segment due to the downturn in the fiber-optic,
tele-communication and semiconductor markets, the primary markets for its
Gallium products. This action resulted in a $5,482 charge to restructuring
expense in the quarter ended May 31, 2002. This charge consists of an inventory
impairment totaling $2,943 representing the loss to be incurred from the
liquidation of current inventory. The charge also consists of an accrual
totaling $2,339 recorded in Other Accrued Liabilities representing the loss to
be incurred from the liquidation of inventory to be purchased under firm
purchase commitments, lease impairments and severance. A $200 asset impairment
was recorded against Property, Plant and Equipment at May 31, 2002. In the third
quarter, $732 of impairment was recorded against the inventory (reducing the
accrual recorded in Other Accrued Liabilities) purchased in the third quarter
under the previously mentioned firm purchase commitments.
An analysis of the asset impairment, accrued liabilities and amounts
utilized related to the plans is as follows:
FACILITIES SEVERANCE OTHER TOTAL
-------- -------- -------- --------
Original Charges $ 5,425 $ 5,044 $ 3,694 $ 14,163
Amounts offset against asset values (3,575) -- (3,000) (6,575)
Amounts utilized -- (202) -- (202)
-------- -------- -------- --------
Balance at November 30, 2001 1,850 4,842 694 7,386
Amounts utilized (201) (1,670) (276) (2,147)
Amounts added/(reversed) -- (2,664) 180 (2,484)
New restructuring (exiting the Gallium business) -- 15 5,467 5,482
Amounts offset against asset values -- -- (3,143) (3,143)
-------- -------- -------- --------
Balance at May 31, 2002 1,649 523 2,922 5,094
Amounts utilized (160) (80) (209) (449)
Amounts offset against asset values -- -- (732) (732)
-------- -------- -------- --------
Balance at August 31, 2002 $ 1,489 $ 443 $ 1,981 $ 3,913
======== ======== ======== ========
E. DIVESTITURES
The $17,766 in reserves previously 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 $17,888 at August 31, 2002. The
activity in these reserves, recorded in Other Accrued Liabilities, for the nine
months ended August 31, 2002 was $3,147 in utilization and expenditures against
reserves and approximately $3,269 in additional accruals recorded primarily in
the second quarter of 2002 for costs related to certain litigation issues and
environmental remediation.
In the quarter ended May 31, 2002 the Company signed a letter of intent
to sell certain assets and liabilities of the Precision Products business in its
Technologies Segment to a group of employees and divisional management
personnel. In the second quarter, the Company recorded a $2,806 loss on sale
disclosed in the Divestitures line item on the condensed consolidated statements
of income (loss). The sale occurred on July 17, 2002, subject to potential
working capital adjustments. The Company has recorded an additional $337 in Net
Assets Held for Sale at August 31, 2002 related to the working capital
adjustment.
10
F. 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 Loan 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, provided the Company has refinanced or extended its senior
credit facility by October 31, 2003.
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 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, $82,475 of receivables
were sold to EPFC, and 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% per annum 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 August 31, 2002, the Company's retained interest, including a
service fee receivable of $91, was approximately $36,800 and the revolving pool
of receivables that the Company services totaled approximately $80,194. The
outstanding balance of the undivided interest sold to the financial institution
recorded on EPFC was $40,975 at August 31, 2002. During the three months and
nine months ended August 31, 2002, proceeds from new securitizations outside of
the initial sale, were $147,539 and $422,044, respectively, and proceeds from
collections reinvested in securitizations totaled $144,997 and $403,000,
respectively. The effective interest rate in the securitization was
approximately 2.9%.
G. INSURANCE RELATED LOSSES
In the second quarter ended May 31, 2002, the Company recorded a charge
against an insurance receivable related to the fire at its Harrisonville,
Missouri bulk pharmaceutical manufacturing plant. This charge resulted from a
potential shortfall on insurance proceeds due to the insurance underwriter
contesting coverage. The fire occurred in the third quarter of 2001 in the
Technologies Segment.
H. 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. Following an
extensive investigation, the U.S. Government 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. The case is a discovery phase. EPI
11
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.
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, and again on May 9, 2002 held that the
Caradon suit violated the Plan and therefore Caradon's claims had been
discharged and enjoined Caradon from pursuing the Caradon Suit. Caradon has
appealed this decision to the District Court. EPI intends to contest this suit
vigorously. EPI does not believe that resolution of this suit will have a
material adverse effect on EPI's financial condition, results of operations or
cash flows.
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 for fraud and misrepresentation
pursuant to contractual dispute resolution procedures. 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 did not deliver any
silicon-28 to Isonics. Isonics asserted a claim against EPI and EPT for $75.0
million for the failure to deliver silicon-28. On July 24, 2002, EPT paid $2.5
million to Isonics to settle all claims among EPI, EPT and Isonics including
the remaining installment payments totaling $1.5 million for the DZ Business,
and the parties signed mutual general releases.
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
SERP, 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 reached a
tentative agreement with Mr. Ruijssenaars to settle this litigation, subject to
negotiation of documentation, but the parties were unable to reach agreement on
documentation. 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 that time, Eagle Trim and GMAC alleged that approximately $2.7 million
of the tooling receivables had not been collected and did not exist at the time
of the sale. On September 30, 2002, EPI settled this matter by agreeing to pay
$5.4 million to GMAC, payable $1.5 million by December 5, 2002, $1.7 million in
monthly installments from January 2003 through June 2003 and $2.2 million in
monthly installments from July 2003 through October 2005 plus interest at 4.5%
per annum.
12
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.
I. 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
and nine months ended August 31, 2002 and 2001:
Three Months Ended Nine Months Ended
August 31 August 31
---------------------- ----------------------
2002 2001 2002 2001
--------- --------- --------- ---------
(In thousands of dollars)
Net Sales
Precision Machined Components $ 84,690 $ 86,498 $ 267,566 $ 264,269
Rubber Coated Metal Products 21,196 17,996 58,552 55,763
--------- --------- --------- ---------
Automotive 105,886 104,494 326,118 320,032
Special Purpose Batteries 27,768 25,674 76,450 73,472
Specialty Materials 14,130 18,912 44,025 57,855
Precision Products - divested July 17, 2002 832 2,238 3,435 8,476
Other Technologies Products 3,097 1,857 10,277 9,205
--------- --------- --------- ---------
Technologies 45,827 48,681 134,187 149,008
Minerals 17,340 16,345 49,424 48,636
--------- --------- --------- ---------
Total $ 169,053 $ 169,520 $ 509,729 $ 517,676
========= ========= ========= =========
Income (Loss) from Continuing
Operations Before Taxes:
Automotive $ (4,622) $ (5,885) $ (9,078) $ (9,271)
Technologies 1,364 (1,814) (14,646) (2,711)
Minerals 932 (51) 3,865 (348)
Divested Operations (161) -- (6,131) (500)
Corporate (334) 122 (3,801) (408)
--------- --------- --------- ---------
Total $ (2,821) $ (7,628) $ (29,791) $ (13,238)
========= ========= ========= =========
EBITDA
Automotive $ 11,122 $ 9,173 $ 37,497 $ 35,601
Technologies 8,014 5,577 6,361 19,215
Minerals 3,013 2,152 10,151 6,160
Divested Operations (161) -- (6,131) (500)
Corporate 963 775 1,257 1,578
--------- --------- --------- ---------
Total $ 22,951 $ 17,677 $ 49,135 $ 62,054
========= ========= ========= =========
EBITDA, earnings before interest, taxes, depreciation and amortization, may not
be comparable to similarly titled measures reported by other companies and
should not be construed as an alternative to operating income or cash flows
from operating activities, as determined by accounting principles generally
accepted in the United States of America.
13
Three Months Ended Nine Months Ended
August 31 August 31
------------------ ------------------
2002 2001 2002 2001
------- ------- ------- -------
(In thousands of dollars)
Depreciation and Amortization:
Automotive $11,133 $ 9,982 $31,737 $29,365
Technologies 3,548 3,803 10,823 11,166
Minerals 1,327 1,466 4,075 4,206
Corporate 132 134 356 385
------- ------- ------- -------
Total $16,140 $15,385 $46,991 $45,122
======= ======= ======= =======
Interest Expense:
Automotive $ 4,611 $ 5,076 $14,838 $15,507
Technologies 3,102 3,588 10,184 10,760
Minerals 754 737 2,211 2,302
Corporate/Intersegment 1,165 519 4,702 1,601
------- ------- ------- -------
Total $ 9,632 $ 9,920 $31,935 $30,170
======= ======= ======= =======
August 31, November 30,
2002 2001
-------- ---------
Identifiable Assets:
Automotive $ 293,829 $ 334,414
Technologies 170,276 206,033
Minerals 50,031 51,997
Corporate/Intersegment 112,864 133,467
------- ---------
$ 627,000 $ 725,911
========= =========
</Table>
J. 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"). 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 on April 11, 1998 as
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 September 20, 2002.
14
EAGLE-PICHER HOLDINGS,INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS)
THREE MONTHS ENDED AUGUST 31, 2002
(in thousands)
GUARANTORS
---------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
--------- --------- --------- --------- --------- ---------
Net Sales:
Customers $ 13,492 $ -- $ 132,359 $ 23,202 $ -- $ 169,053
Intercompany 4,914 -- 4,108 -- (9,022) --
Operating Costs and Expenses:
Cost of products sold
(exclusive of depreciation) 10,907 -- 110,706 19,026 (9,022) 131,617
Selling and administrative 6,059 -- 6,173 1,963 100 14,295
Intercompany charges (3,064) -- 2,660 504 (100) --
Depreciation 1,592 -- 9,144 1,190 -- 11,926
Amortization of intangibles 935 -- 2,947 332 -- 4,214
Other 4,124 -- (3,629) 107 -- 602
--------- --------- --------- --------- --------- ---------
Total 20,553 -- 128,001 23,122 (9,022) 162,654
--------- --------- --------- --------- --------- ---------
Operating Income (Loss) (2,147) -- 8,466 80 -- 6,399
Other Income (Expense)
Interest expense (2,826) -- (5,838) (1,387) 419 (9,632)
Other income (expense), net 701 -- (176) 306 (419) 412
Equity in earnings (loss) of
consolidated subsidiaries 701 (3,571) 436 -- 2,434 --
--------- --------- --------- --------- --------- ---------
Income (Loss) from Continuting (3,571) (3,571) 2,888 (1,001) 2,434 (2,821)
Operations Before Taxes
Income Taxes (Benefit) -- -- -- 750 -- 750
--------- --------- --------- --------- --------- ---------
Income (Loss) from Continuing
Operations (3,571) (3,571) 2,888 (1,751) 2,434 (3,571)
Discontinued Operations -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Net Income (Loss) $ (3,571) $ (3,571) $ 2,888 $ (1,751) $ 2,434 $ (3,571)
========= ========= ========= ========= ========= =========
15
EAGLE-PICHER HOLDINGS,INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS)
THREE MONTHS ENDED AUGUST 31, 2001
(in thousands)
GUARANTORS
------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
--------- --------- --------- --------- --------- ---------
Net Sales:
Customers $ 11,536 $ -- $ 137,332 $ 20,652 $ -- $ 169,520
Intercompany 4,522 -- 3,099 -- (7,621) --
Operating Costs and Expenses:
Cost of products sold
(exclusive of depreciation) 9,890 -- 120,215 16,981 (7,413) 139,673
Selling and administrative 5,208 4 5,966 1,965 (89) 13,054
Intercompany charges (1,642) -- 1,618 (65) 89 --
Depreciation 950 -- 9,427 873 -- 11,250
Amortization of intangibles 936 -- 2,846 353 -- 4,135
Other 630 -- 112 (26) -- 716
--------- --------- --------- --------- --------- ---------
Total 15,972 4 140,184 20,081 (7,413) 168,828
--------- --------- --------- --------- --------- ---------
Operating Income (Loss) 86 (4) 247 571 (208) 692
Other Income (Expense):
Interest expense (2,482) -- (8,923) (344) 1,829 (9,920)
Other income (expense) 438 -- 2,349 73 (1,260) 1,600
Equity in earnings (loss) of --
consolidated subsidiaries (6,416) (10,599) (390) -- 17,405 --
--------- --------- --------- --------- --------- ---------
Income (Loss) from Continuting (8,374) (10,603) (6,717) 300 17,766 (7,628)
Operations Before Taxes
Income Taxes (Benefit) (3,275) -- 7 743 -- (2,525)
--------- --------- --------- --------- --------- ---------
Income (Loss) from Continuing
Operations (5,099) (10,603) (6,724) (443) 17,766 (5,103)
Discontinued Operations (5,500) -- -- 40 (40) (5,500)
--------- --------- --------- --------- --------- ---------
Net Income (Loss) $ (10,599) $ (10,603) $ (6,724) $ (403) $ 17,726 $ (10,603)
========= ========= ========= ========= ========= =========
16
EAGLE-PICHER HOLDINGS,INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS)
NINE MONTHS ENDED AUGUST 31, 2002
(in thousands)
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
--------- --------- --------- --------- --------- ---------
Net Sales:
Customers $ 38,192 $ -- $ 404,608 $ 66,929 $ -- $ 509,729
Intercompany 12,524 -- 10,465 4 (22,993) --
Operating Costs and Expenses:
Cost of products sold
(exclusive of depreciation) 29,559 -- 337,294 54,083 (22,993) 397,943
Selling and administrative 18,228 2 24,936 6,044 -- 49,210
Intercompany charges (8,924) -- 7,642 1,282 -- --
Depreciation 3,506 -- 27,935 2,816 -- 34,257
Amortization of intangibles 2,801 -- 9,048 885 -- 12,734
Other 1,048 -- 13,674 107 -- 14,829
--------- --------- --------- --------- --------- ---------
Total 46,218 2 420,529 65,217 (22,993) 508,973
--------- --------- --------- --------- --------- ---------
Operating Income (Loss) 4,498 (2) (5,456) 1,716 -- 756
Other Income (Expense):
Interest expense (9,151) -- (19,894) (4,267) 1,377 (31,935)
Other income (expense), net 1,462 -- 628 675 (1,377) 1,388
Equity in earnings (loss) of
consolidated subsidiaries (28,553) (31,744) 1,604 -- 58,693 --
--------- --------- --------- --------- --------- ---------
Income (Loss) from Continuting (31,744) (31,746) (23,118) (1,876) 58,693 (29,791)
Operations Before Taxes
Income Taxes (Benefit) -- -- 12 1,943 -- 1,955
--------- --------- --------- --------- --------- ---------
Income (Loss) from Continuing
Operations (31,744) (31,746) (23,130) (3,819) 58,693 (31,746)
Discontinued Operations -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Net Income (Loss) $ (31,744) $ (31,746) $ (23,130) $ (3,819) $ 58,693 $ (31,746)
========= ========= ========= ========= ========= =========
17
EAGLE-PICHER HOLDINGS,INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS)
NINE MONTHS ENDED AUGUST 31, 2001
(in thousands)
GUARANTORS
------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
--------- --------- --------- --------- --------- ---------
Net Sales:
Customers $ 36,320 $ -- $ 414,713 $ 66,643 $ -- $ 517,676
Intercompany 11,892 -- 10,620 1 (22,513) --
Operating Costs and Expenses:
Cost of products sold
(exclusive of depreciation) 28,453 -- 357,427 53,933 (22,513) 417,300
Selling and administrative 16,021 4 16,051 6,113 (264) 37,925
Intercompany charges (4,963) -- 4,861 (162) 264 --
Depreciation 3,105 -- 27,120 2,657 -- 32,882
Amortization of intangibles 2,800 -- 8,372 1,068 -- 12,240
Other 2,867 -- 12 (43) -- 2,836
--------- --------- --------- --------- --------- ---------
Total 48,283 4 413,843 63,566 (22,513) 503,183
--------- --------- --------- --------- --------- ---------
Operating Income (Loss) (71) (4) 11,490 3,078 -- 14,493
Other Income (Expense):
Interest expense (7,442) -- (27,104) (1,375) 5,751 (30,170)
Other income (expense) 1,343 -- 5,835 1,012 (5,751) 2,439
Equity in earnings (loss) of
consolidated subsidiaries (9,322) (34,291) 311 -- 43,302 --
--------- --------- --------- --------- --------- ---------
Income (Loss) from Continuting (15,492) (34,295) (9,468) 2,715 43,302 (13,238)
Operations Before Taxes
Income Taxes (Benefit) (6,558) -- (8) 2,266 -- (4,300)
--------- --------- --------- --------- --------- ---------
Income (Loss) from Continuing
Operations (8,934) (34,295) (9,460) 449 43,302 (8,938)
Discontinued Operations (25,357) -- -- 67 (67) (25,357)
--------- --------- --------- --------- --------- ---------
Net Income (Loss) $ (34,291) $ (34,295) $ (9,460) $ 516 $ 43,235 $ (34,295)
========= ========= ========= ========= ========= =========
18
EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING BALANCE SHEETS
AS OF AUGUST 31, 2002
(IN THOUSANDS)
GUARANTORS
----------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
--------- --------- --------- --------- --------- ---------
ASSETS
Cash and cash equivalents $ 7,898 $ 1 $ 606 $ 4,070 $ -- $ 12,575
Receivables, net 3,731 -- 36,273 20,230 -- 60,234
Intercompany accounts receivable 2,514 -- 5,224 123 (7,861) --
Inventories 1,788 -- 52,495 13,598 -- 67,881
Net assets held for sale 1,753 -- -- -- -- 1,753
Prepaid expenses (193) -- 7,929 4,335 -- 12,071
Deferred income taxes 24,287 -- -- -- -- 24,287
--------- --------- --------- --------- --------- ---------
Total current assets 41,778 1 102,527 42,356 (7,861) 178,801
PROPERTY, PLANT AND EQUIPMENT, net 25,653 -- 137,261 30,368 -- 193,282
Investment in Subsidiaries 48,636 63,326 17,662 -- (129,624) --
GOODWILL, net 35,998 -- 111,720 20,176 -- 167,894
OTHER ASSETS 72,093 -- 22,052 11,757 (18,879) 87,023
--------- --------- --------- --------- --------- ---------
Total Assets $ 224,158 $ 63,327 $ 391,222 $ 104,657 $(156,364) $ 627,000
========= ========= ========= ========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Accounts payable $ 12,474 $ -- $ 53,909 $ 5,201 $ -- $ 71,584
Intercompany accounts payable -- -- -- 8,027 (8,027) --
Long-term debt - current portion 16,523 -- -- 4,443 -- 20,966
Other accrued liabilities 51,021 -- 23,409 6,576 -- 81,006
--------- --------- --------- --------- --------- ---------
Total current liabilities 80,018 -- 77,318 24,247 (8,027) 173,556
LONG-TERM DEBT - less current portion 358,831 -- -- 9,389 (9,389) 358,831
DEFERRED INCOME TAXES 7,088 -- -- -- -- 7,088
OTHER LONG-TERM LIABILITIES 27,116 22 107 1,308 -- 28,553
--------- --------- --------- --------- --------- ---------
Total Liabilities 473,053 22 77,425 34,944 (17,416) 568,028
Intercompany Accounts (297,274) -- 264,566 34,585 (1,877) --
Preferred Stock -- 134,035 -- -- -- 134,035
Shareholders' Equity (Deficit) 48,379 (70,730) 49,231 35,128 (137,071) (75,063)
--------- --------- --------- --------- --------- ---------
Total Liabilities and Shareholders'
Equity (Deficit) $ 224,158 $ 63,327 $ 391,222 $ 104,657 $(156,364) $ 627,000
========= ========= ========= ========= ========= =========
19
EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING BALANCE SHEETS
AS OF NOVEMBER 30, 2001
(IN THOUSANDS)
GUARANTORS
-------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
--------- --------- --------- --------- --------- ---------
ASSETS
Cash and cash equivalents $ 17,145 $ 1 $ 471 $ 6,936 $ 67 $ 24,620
Receivables, net (18,238) -- 103,168 15,122 -- 100,052
Intercompany accounts receivable 46,674 -- 3,559 65 (50,298) --
Inventories 4,129 -- 59,704 12,882 (1,371) 75,344
Net assets held for sale 3,610 -- -- 5,954 (6,306) 3,258
Prepaid expenses 6,948 -- 6,152 2,887 (865) 15,122
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) --
Goodwill, 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 (DEFICIT)
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
Other accrued liabilities 42,059 -- 26,363 4,602 1 73,025
--------- --------- --------- --------- --------- ---------
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) --
Preferred Stock -- 123,086 -- -- -- 123,086
Shareholders' Equity (Deficit) 80,123 (27,935) 72,361 38,947 (197,151) (33,655)
--------- --------- --------- --------- --------- ---------
Total Liabilities and Shareholders'
Equity (Deficit) $ 311,847 $ 95,170 $ 481,523 $ 104,960 $(267,589) $ 725,911
========= ========= ========= ========= ========= =========
20
EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED AUGUST 31, 2002
(in thousands)
GUARANTORS
----------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
------ ------------------------- ------------- ---------- -----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $(31,744) $(31,746) $(23,130) $ (3,819) $ 58,693 $(31,746)
Adjustments to reconcile net income
(loss) to cash provided by (used in)
operating activities:
Equity in earnings (loss) of consolidated
subsidiaries 28,553 31,744 (1,604) -- (58,693) --
Depreciation and amortization 8,660 -- 36,983 3,701 -- 49,344
Divestitures 3,325 -- 2,806 -- -- 6,131
Deferred income taxes 811 -- -- -- -- 811
Changes in assets and liabilities, net of effect
of non cash loss on divestitures 23,119 161 57,765 (8,414) (44,119) 28,512
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
operating activities 32,724 159 72,820 (8,532) (44,119) 53,052
-------- -------- -------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of divisions 6,100 -- 2,817 -- -- 8,917
Capital expenditures (894) -- (10,029) (1,688) -- (12,611)
Proceeds from sale of property and equipment and other 639 -- -- -- -- 639
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
investing activities 5,845 -- (7,212) (1,688) -- (3,055)
-------- -------- -------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Reduction of long-term debt (22,770) -- -- 191 -- (22,579)
Net borrowings(repayments)under revolving
credit agreements (40,750) -- -- -- -- (40,750)
Acquisition of treasury stock -- (159) -- -- -- (159)
Other -- -- -- -- -- --
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
financing activities (63,520) (159) -- 191 -- (63,488)
-------- -------- -------- -------- -------- --------
Effect of exchange rates on cash -- -- -- 1,446 -- 1,446
-------- -------- -------- -------- -------- --------
Net increase (decrease) in cash and
cash equivalents (24,951) -- 65,608 (8,583) (44,119) (12,045)
-------- -------- -------- -------- -------- --------
Intercompany accounts 15,704 -- (65,473) 5,717 44,052 --
Cash and cash equivalents,
beginning of period 17,145 1 471 6,936 67 24,620
-------- -------- -------- -------- -------- --------
Cash and cash equivalents,
end of period $ 7,898 $ 1 $ 606 $ 4,070 $ -- $ 12,575
======== ======== ======== ======== ======== ========
21
EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS
NINE MONTHS AUGUST 31, 2001
(in thousands)
GUARANTORS
----------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
-------- -------- -------- -------- -------- --------
Cash Flows From Operating Activities:
Net Income (Loss) $(34,291) $(34,295) $ (9,460) $ 516 $ 43,235 $(34,295)
Adjustments to reconcile net income
(loss) to cash provided by (used in)
operating activities:
Equity (loss) in earnings of
consolidated subsidiaries 9,342 34,291 (311) -- (43,322) --
Depreciation and amortization 8,070 -- 35,816 3,725 -- 47,611
Provision for discontinued operations 23,700 -- -- -- -- 23,700
Divestitures 500 -- -- -- -- 500
Changes in assets and liabilities, net
of effect of non cash loss on
divestitures (1,595) 4 (13,789) 4,608 5,648 (5,124)
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
operating activities 5,726 -- 12,256 8,849 5,561 32,392
-------- -------- -------- -------- -------- --------
Cash Flows From Investing Activities:
Capital expenditures (7,013) -- (16,602) (11,259) -- (34,874)
Proceeds from sale of property and
equipment and other 1,578 -- -- (2,544) -- (966)
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
investing activities (5,435) -- (16,602) (13,803) -- (35,840)
-------- -------- -------- -------- -------- --------
Cash Flows From Financing Activities:
Reduction of long-term debt (14,322) -- -- -- -- (14,322)
Borrowings (repayments) on revolving
credit agreement 30,340 -- (2,000) (1,575) -- 26,765
Acquisition of treasury stock -- (1,692) -- -- -- (1,692)
Other 1,625 -- -- (193) -- 1,432
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
financing activities 17,643 (1,692) (2,000) (1,768) -- 12,183
-------- -------- -------- -------- -------- --------
Net cash provided by
discontinued operations 1,027 -- -- -- -- 1,027
-------- -------- -------- -------- -------- --------
Effect on exchange rates on cash -- -- -- (2,474) -- (2,474)
-------- -------- -------- -------- -------- --------
Net increase (decrease) in cash and
cash equivalents 18,961 (1,692) (6,346) (9,196) 5,561 7,288
Intercompany accounts (10,506) -- 6,347 10,986 (6,827) --
Cash and cash equivalents,
beginning of period 1,297 1 539 4,313 1,317 7,467
-------- -------- -------- -------- -------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 9,752 $ (1,691) $ 540 $ 6,103 $ 51 $ 14,755
======== ======== ======== ======== ======== ========
22
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
CRITICAL 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, judgments, 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 periods
presented. The Company believes that its critical accounting policies, which
involve a higher degree of judgments, estimates and complexity are as follows:
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 for use 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 Financial Accounting
Standards (SFAS) 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 judgment and use of estimates than other
revenue recognition methods. The judgments and estimates involved include the
Company's ability to accurately estimate the contracts' percent complete and the
reasonableness of the estimated costs to complete, among other factors, as of
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 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 I regarding Segment Reporting contained in Item 1
of this report.
The Automotive Segment
Sales for the Automotive Segment of $105.9 million in the third quarter
of 2002 increased $1.4 million or 1.3% compared to $104.5 million in the third
quarter of 2001. Sales of $326.1 million in the first nine months of 2002
increased $6.1 million or 1.9% compared to $320.0 million in the first nine
months of 2001. The modest recovery in the United States automotive industry is
the primary reason for improved sales, which was partially offset by a decline
during the third quarter of 2002 in the Company's precision machined components
business. North American sales of precision machined components were
consistent in the third quarter of 2002 compared to the
23
third quarter of 2001, and increased $7.1 million or 2.8% in the first nine
months of 2002 compared to the first nine months of 2001. The Company's
precision machined components European sales deceased $1.6 million or 40% in the
third quarter of 2002 compared to the third quarter of 2001, and $3.8 million or
26.6% in the first nine months of 2002 compared to the first nine months of
2001. The decrease in European sales is primarily attributed to market share and
volume losses experienced by a significant customer of the Company's Hillsdale
U.K. precision machined components business.
The loss from continuing operations before income taxes of ($4.6)
million in the third quarter of 2002 improved $1.3 million or 21.5% compared to
($5.9) million in the third quarter of 2001. The loss from continuing operations
before income taxes of ($9.1) million in the first nine months of 2002 improved
$0.2 million or 2.1% compared to ($9.3) million in the first nine months of
2001. The improved profitability during the third quarter of 2002 and the first
nine months of 2002 resulted primarily from the slightly higher sales compared
to the respective periods in 2001, improved sales mix, and productivity
improvements. Unusual expenses, totaling $0.6 million for the third quarter of
2002 and $1.4 million for the first nine months of 2002 were incurred in
recruiting and relocation related to restructuring the segment's management
team, and workforce-related consulting fees that further dampened the segment's
profitability. An additional $1.1 million in depreciation expense was recorded
in the second quarter of 2002 related to adjustments to bring the estimated
useful lives of certain equipment within the Automotive Segment in line with
estimated periods of active production.
EBITDA for the Automotive Segment of $11.1 million in the third quarter
of 2002 increased $1.9 or 21.2% compared to $9.2 million in the third quarter of
2001. EBITDA of $37.5 million for the first nine months of 2002 increased $1.9
million or 5.3% compared to the first nine months of 2001. These increases
occurred as a result of the items discussed above.
Automotive Segment Outlook
Projected sales for the fourth quarter of 2002 of approximately $108
million are consistent with the fourth quarter of 2001, which will result in
total projected 2002 sales for the Automotive Segment of approximately $433
million to $435 million, an increase of approximately 1.5% compared to fiscal
2001. The relatively flat projected sales during the fourth quarter of 2002
compared to the prior year will be primarily the result of increased sales
volume of rubber coated metal products, offset by decreases attributable to a
model phase-out of a transmission pump program within the Company's precision
machined components business, and the continued decreased volume in the
Company's Hillsdale U.K. precision machined components business. The phase-out
of the pump program is expected to decrease fiscal 2003 revenues by
approximately $20 million, which the Company expects will be partially offset by
new business. Additionally, the Company is considering the closure or sale of
its Hillsdale U.K. precision machined components business which could lower 2003
sales by approximately $13 million, depending on the timing of the action.
The Technologies Segment
Sales of the Technologies Segment of $45.8 million in the third quarter
of 2002 decreased $2.9 million or 5.9% compared to sales of $48.7 million for
the third quarter of 2001. Sales of $134.2 million in the first nine months of
2002 decreased $14.8 million or 10.0% compared to sales of $149.0 million for
the first nine months of 2001. Sales of special purpose batteries increased $2.1
million or 8.2% during the third quarter of 2002 compared to the third quarter
of 2001, which was more than offset by a decrease of $4.8 million or 25.3% in
the specialty materials business. Also contributing to the sales decrease was
the sale of the Company's Precision Products business that occurred on July 17,
2002. Precision Products sales decreased $1.4 million in the third quarter of
2002 compared to the third quarter of 2001 and $5.0 million in the first nine
months of 2002 compared to the same period in 2001 due partially to the sale of
Precision Products. Within the specialty materials business, the demand for
Germanium and Gallium-based products, which are sold to the telecommunications,
fiber optics and semiconductor markets, was significantly impacted by the
extremely weak demand in these markets. Germanium and Gallium sales decreased
$5.1 million or 61.5% during the third quarter of 2002 compared to the third
quarter of 2001, which were partiality offset in the quarter by a $1.1 million
or 26.2% increase in sales of enriched boric acid products sold to nuclear power
reactor facilities. Sales of special purpose batteries increased $3.0 million or
4.1% during the first nine months of 2002 compared to the first nine months of
2001, which was offset by a decrease of $13.8 million or 23.9% in the specialty
materials business. Within the specialty materials business, sales of Germanium
and Gallium-based products decreased $14.2 million or 55.6% in the first nine
months of 2002 compared to the first nine months of 2001, which were partially
offset by a $5.0 million or 43.8% increase in sales of enriched boric acid
products sold to nuclear power reactor facilities.
Income from continuing operations before income taxes of $1.4 million
in the third quarter of 2002 increased $3.2 million or 175% compared to a loss
of ($1.8) million in the third quarter of 2001. The loss from continuing
operations before income taxes of ($14.6) million, in the first nine months of
2002, increased $11.9 million or 440% compared to a loss of ($2.7) million
during the
24
first nine months of 2001. The improved third quarter profitability in 2002
compared to 2001 is due to improved operating margins resulting from
productivity and restructuring efforts that commenced in the fourth quarter of
2001, as well as improved sales mix. Partially offsetting this was an expense of
$0.7 million in the third quarter of 2002 for consulting fees to develop a
strategy for the special purpose batteries business. The ($14.6) million loss
from continuing operations before income taxes for the first nine months of 2002
was primarily due to the following expenses and charges, which were primarily
recorded in the second quarter of 2002:
a. $5.7 million of legal expenses and settlement charges recorded
in selling and administrative expenses during the first half
of 2002 as discussed in Note H regarding Legal Matters
contained in Item 1 of this report;
b. $3.1 million charge in insurance related losses recorded in
the second quarter of 2002 for a potential shortfall in
insurance proceeds as described in Note G regarding
Insurance Related Losses contained in Item 1 of this report;
c. $1.4 million in expense for business consulting fees to
develop a strategy for the special purpose batteries
business ($0.7 million was recorded in the second quarter
and in the third quarter of 2002); and
d. $5.5 million charge in restructuring expense in the second
quarter of 2002 associated with the decision to exit the
Company's Gallium-based specialty material business due to
continued soft demand from customers in the telecommunications
and semi-conductor markets. The $5.5 million restructuring
charge during the second quarter of 2002 consisted of an
inventory write-down of $2.9 million, representing the loss
incurred from the liquidation of current inventory. An
additional $2.4 million was recorded in other accrued
liabilities representing the loss to be incurred from the
liquidation of inventory to be purchased under a firm purchase
commitment, lease impairments and severance. Finally, a $0.2
million asset impairment charge was recorded against property,
plant and equipment.
Excluding the above expenses and charges, the Technologies Segment
would have reported income from continuing operations of $1.1 million for the
first nine months of 2002, a $3.8 million improvement compared to the reported
loss of ($2.7) million in 2001. This increase is primarily attributed to
increased gross margins from improved sales mix and the productivity and
restructuring efforts that commenced in the fourth quarter of 2001.
EBITDA for the Technologies Segment of $8.0 million in the third
quarter of 2002 increased $2.4 million or 43.7% compared to $5.6 million in the
third quarter of 2001. EBITDA of $6.4 million in the first nine months of 2002
decreased $12.8 million or 66.9% compared to $19.2 million in the first nine
months of 2001. Excluding the $15.7 million in charges described above, EBITDA
for the first nine months of 2002 would have been $22.1 million, an increase of
$2.8 million or 15.0% as compared to the prior year.
Technologies Segment Outlook
Projected sales for the fourth quarter of 2002 of approximately
$51 million will be consistent with the fourth quarter of 2001, which will
result in total projected 2002 sales of approximately $183 million to $185
million, a decrease of approximately 8% compared to fiscal 2001. This expected
increase in sales during the fourth quarter of 2002 is the result of increased
sales of special purpose batteries in the military and space markets, offset by
continued reduced demand within specialty material products as a result of the
expected continuing lower demand in the telecommunications and semi-conductor
markets, as well as reduced revenue associated with the sale of the Company's
Precision Products business. For the full year of 2002 the projected decrease
in sales is due to the same factors described above in the first nine months of
2002, primarily the substantially lower Gallium and Germanium-based sales and
the sale of the Precision Products business, partially offset by increased
sales of special purpose batteries and enriched boric acid products.
Minerals Segment
Sales for the Minerals Segment of $17.3 million in the third quarter of
2002 increased $1.0 million or 6.1% compared to $16.3 million for the third
quarter of 2001. Sales of $49.4 million in the first nine months of 2002
increased $0.8 million or 1.6% from $48.6 million for the first nine months of
2001. The sales increase during the third quarter of 2002 was primarily the
result of the strong recovery in sales volumes within the European markets,
which were significantly lower during the first half of 2002, together with
improved pricing and sales mix throughout the first nine months of 2002.
Income from continuing operations before income taxes of $0.9 in the
third quarter of 2002 increased $1.0 million or 1,928% compared to the loss of
($0.1) million in the third quarter of 2001. Income from continuing operations
before income taxes of $3.9 million in the first nine months of 2002 increased
$4.2 million or 1,210% compared to a loss of ($0.3) million in the first
25
nine months of 2001. Improved profitability was primarily attributable to lower
energy costs, favorable product mix and pricing, improved production
efficiencies and lower foreign currency transaction costs, primarily due to the
strengthening of the Euro.
EBITDA for the Minerals Segment of $3.0 million in the third quarter of
2002 increased $0.9 million or 40.0% compared to the third quarter of 2001.
EBITDA of $10.2 million in the first nine months of 2002 increased $4.0 million
or 64.8% compared to the first nine months of 2001. These increases occurred as
a result of the items discussed above.
Minerals Segment Outlook
Sales for the fourth quarter of 2002 are expected to increase
approximately 3% compared to the fourth quarter of 2001 to approximately $17.5
million, which will result in total projected 2002 sales for the Minerals
Segment of approximately $67.0 million, an increase of 2% compared to fiscal
2001.
Summary of the Company
Net Sales. Net sales in the third quarter of 2002 were consistent
compared to 2001. Net sales of $509.7 million in the first nine months of 2002
decreased $8.0 million or 1.6% when compared to sales of $517.7 million in the
first nine months of 2001. For both the third quarter and the first nine months
of 2002, sales increases in the North American automotive business and the
Minerals Segment were offset by declines in the Technologies Segment and the
Hillsdale U.K. precision machined components automotive business. The
Technology Segment's sales decreased $2.9 million or 5.9% in the third quarter
of 2002 and $14.8 million or 10% in the first nine months of 2002 compared to
2001, where sales were negatively impacted primarily by soft markets in
telecommunications and semi-conductors markets.
Cost of Products Sold (exclusive of depreciation). Gross margins,
exclusive of depreciation expense, increased 4.5% to 22.1% in the third quarter
of 2002 compared to 17.6% for the third quarter of 2001. Gross margins
increased 2.6% to 22.0% in the first nine months of 2002 compared to 19.4% for
the first nine months of 2001. Improved sales mix and productivity improvements
contributed to the increased gross margins in each of the business segments
during the third quarter and first nine months of 2002 compared to 2001. The
Technologies Segment was also favorably impacted by the restructuring actions
initiated in the fourth quarter of 2001, while the Minerals Segment benefited
from improved pricing and significantly lower energy costs, which were usually
high in 2001 when the Western United States experienced an energy crisis.
Selling and Administrative. Selling and administrative expenses of
$14.3 million in the third quarter of 2002 increased $1.2 million or 9.5 %
compared to expenses of $13.1 million for the prior year. Selling and
administrative expenses of $49.2 million in the first nine months of 2002
increased $11.3 million or 29.8% compared to expenses of $37.9 million for the
first nine months of 2001. The increased costs for the third quarter of 2002
were primarily attributable to $0.3 million expense for a recently adopted
long-term bonus plan for certain corporate and divisional management
executives, $0.7 million expense in the Technologies Segment for business
consulting fees to develop a strategy for the special purpose batteries
business, and approximately $0.6 million in management recruiting and
relocation costs. For the first nine months of fiscal 2002, the significant
increase is primarily related to:
a. $6.3 million in accruals relating to various legal matters
discussed in Note H regarding Legal Matters contained in Item
1 of this report;
b. $1.4 million in the Technologies Segment for business
consulting fees to develop a strategy for the special
purpose batteries business;
c. $2.3 million in severance (excluding management compensation -
special), recruiting and relocation costs as the Company has
continued its investment in strengthening its leadership team,
and
d. $0.8 million in increased compensation costs related to a
recently adopted long-term bonus plan for certain corporate
and divisional management executives.
Depreciation and Amortization. Depreciation and amortization expenses
of $16.1 million in the third quarter of 2002 increased $0.7 million or 4.8%
compared to $15.4 million in the prior year. Depreciation and amortization
expenses of $47.0 million in the first nine months of 2002 increased $1.9
million or 4.1% compared to $45.1 million in the first nine months of 2001. The
increase is primarily attributable to higher depreciation costs as a result of
capital expenditures in 2001 primarily for new automotive programs and an
adjustment to bring the estimated useful lives of certain equipment in the
Automotive Segment in line with estimated periods of active production on
existing automotive programs.
26
Restructuring. On May 31, 2002 the Company announced it would exit the
Gallium business in its Technologies Segment due to the downturn in the
fiber-optic, telecommunication and semiconductor markets. This resulted in a
$5.5 million charge recorded to restructuring expense during the second quarter
of 2002. Also during the second quarter of 2002, the Company reduced the
amounts accrued for restructuring that were recorded in 2001 by $2.7 million,
primarily to reflect severance payments made to eligible employees from the
Company's pension plan which was overfunded at November 30, 2001 as detailed in
Note D regarding Restructuring contained in Item 1 of this report.
Divestitures. All amounts recorded in divestures expense relate to
operations that are sold or that were divested prior to November 30, 2001.
During the third quarter of 2002, the Company recorded $0.2 million primarily
related to costs associated with estimated increases in workmen's compensation
claims for employees of these divested businesses. During the second quarter of
2002, the Company recorded approximately $3.2 million in additional accruals
related to costs for certain litigation issues and environmental remediation
costs. In addition, in July 2002, the Company completed the sale of its
Precision Products business in its Technologies Segment to a group of employees
and divisional management personnel. The Company recorded in the second quarter
of 2002 a $2.8 million loss on this sale.
Management Compensation - Special. Management compensation - special
expenses primarily relate to the separation of officer employment with the
Company. During 2002, the Company separated three officers of the Company (one
in the Automotive Segment, one in the Corporate Segment and the other in the
Technologies Segment) that aggregated $2.9 million. During 2001, the Company
separated three of officers of the Company in the Corporate Segment that
aggregated $2.5 million.
Insurance Related Losses. During the second quarter 2002, the Company
recorded $3.1 million in charges for an insurance receivable related to its
third quarter 2001 fire at its Harrisonville, Missouri bulk pharmaceutical
manufacturing plant. The Company has recorded this charge because the insurance
underwriter is contesting the coverage. The Company is disputing the insurance
carrier's position and is vigorously pursuing efforts to collect on its claims,
but the full realization of the receivable is uncertain at this time.
Interest Expense. Interest expense of $9.6 million decreased $0.3
million or 2.9% in the third quarter of 2002 compared to $9.9 million in the
third quarter of 2001, primarily due to lower average borrowing levels and
lower rates during the quarter. In the quarter ended August 31, 2001,
approximately $0.8 million in interest expense was included in discontinued
operations. Interest expense of $31.9 million increased $1.8 million or 5.9% in
the first nine months of 2002 compared to $30.2 million in the first nine
months of 2001. In the nine months ended August 31, 2001, approximately $2.5
million in interest expense was included in discontinued operations, which
impacts the comparability with 2002. Also included in interest expense in the
first half of 2002 are approximately $1.5 million in fees and other costs
primarily related to the accounts receivable asset backed securitization as
discussed in Note F regarding Accounts Receivable Asset Backed Securitization
contained in Item 1 of this report. Adjusting for these two items, interest
expense decreased $2.2 million or 6.8% in the first nine months of 2002
compared to the first nine months of 2001. These decreases reflect actual lower
debt levels throughout the nine months and interest rates slightly lower in
2002 compared to 2001 on variable rate debt.
Loss from Continuing Operations Before Taxes. Loss from continuing
operations before taxes of ($2.8) million decreased $4.8 million or 63.1% in the
third quarter of 2002 compared to the loss of ($7.6) million for the third
quarter of 2001. The loss from continuing operations before taxes of ($29.8)
million increased $16.6 million or 125% in the first nine months of 2002
compared to the loss of ($13.2) million for the first nine months of 2001. The
following items represent special charges (and reversals) by segment for the
first nine months of 2002.
2002 2001
---- ----
Amounts (in millions)
a. Management compensation- special $2.3 $2.5 Corporate
b. Management compensation- special 0.4 Technologies
c. Management compensation- special 0.2 - Automotive
d. Divestitures 6.1 0.5 Divested Divisions
e. Restructuring- exiting of the Gallium business 5.5 - Technologies
f. Restructuring- reversal of the fourth quarter 2001 expense related
to severance payments made by the pension plan (1.2) - Technologies
g. Restructuring- reversal of the fourth quarter 2001 expense related
to severance payments to be paid by the pension plan (1.5) - Corporate
h. Selling and administrative- legal and settlement costs 5.7 - Technologies
i. Selling and administrative - legal and settlement costs 0.6 - Corporate
j. Insurance related losses 3.1 - Technologies
k. Depreciation adjustment related to equipment useful lives 1.1 - Automotive
------------- ---------
Total $ 22.3 $ 3.0
============= =========
27
Excluding the above, the Company's loss from continuing operations was
($7.5) million in the first nine months of 2002 compared to a loss of ($10.2)
million for the first nine months of 2001. This improved loss from continuing
operations, despite lower sales for the first nine months of 2002, is primarily
attributable to an improvement in gross margins resulting from improved sales
mix and productivity improvements across the Company, and lower energy costs in
the Minerals Segment.
In addition, during 2002, the Company incurred $1.4 million of expenses
in the Technologies Segment for business consulting fees to develop a strategy
for the special purpose batteries business, and $2.3 million in severance,
recruiting, relocation and workforce-related consulting projects as the Company
has continued its investment in strengthening its leadership team.
Income Taxes (Benefit). Income tax expense was $.8 million for the
third quarter of 2002 compared to an income tax benefit of ($2.5) million in the
third quarter of 2001. Income tax expense was $2.0 million in the first nine
months of 2002 compared to a benefit of ($4.3) million in the first nine months
of 2001. Differences in the income taxes recorded primarily relate to the
Company recording a tax benefit during 2001 on losses to the extent those losses
could be carried back to prior fiscal years and a refund could be obtained from
the taxing authority. The Company has exhausted its ability to carry-back any
losses to obtain a refund. Therefore, the Company has elected to provide a
valuation allowance on all current tax losses. Accordingly, there is no tax
benefit recorded during 2002. The provision in 2002 relates to the allocation of
income and loss between the United States and foreign jurisdictions and
represents the estimated tax that will be due in certain jurisdictions where no
tax benefit can be assured from utilizing the Company's losses.
Discontinued Operations. Throughout 2001, the Company accounted for its
former Machinery Segment as a discontinued operation. This business was sold in
December 2001, effective November 30, 2001. There is no effect on the operations
in 2002.
Net Loss. The net loss of ($3.6) million in the third quarter of 2002
decreased 66.3 % compared to the loss of ($10.6) million in the third quarter of
2001. The net loss of ($31.7) million in the first nine months of 2002 decreased
7.5% from the net loss of ($34.3) million in the first nine months of 2001. The
decrease in net loss is the result of the items discussed above.
Dividend accretion on the 11 3/4% Cumulative Redeemable Exchangeable
Preferred Stock ("Preferred Stock") of $3.7 million increased 12.1% during the
third quarter of 2002 from the $3.3 million in the third quarter of 2001,
attributable to a higher liquidation preference balance resulting from the
ongoing accretion. This dividend accretion increased the net loss applicable to
common shareholders during the third quarter of 2002 to ($7.3) million and
increased the net loss applicable to common shareholders during the third
quarter of 2001 to ($13.9) million. Dividend accretion was $10.9 million in the
first nine months of 2002 compared to $9.8 million in first nine months of 2001.
This dividend accretion increased the net loss applicable to common shareholders
in the first nine months of 2002 to ($42.7) million and increased the net loss
applicable to common shareholders during the nine months of 2001 to ($44.1)
million.
Company Outlook
The Company's sales for fiscal year 2002 are expected to be in the
range of $683 million to $687 million, which is down from the $700 million
outlook set forth in its fiscal year 2001 Annual Report on Form 10-K. This
reduced forecast is primarily related to significantly lower sales in the
Technologies Segment's specialty materials products, and the sale of Precision
Products, partially offset by higher sales in the Automotive and Minerals
Segments.
The Company expects Credit Agreement EBITDA (as defined under
Financial Condition, below) for fiscal year 2002 to be approximately $95
million. This estimate remains consistent with the outlook for the Company set
forth in its fiscal year 2001 Annual Report on Form 10K.
FINANCIAL CONDITION
Operating Activities
Net cash provided by operating activities for the nine months ended
August 31, 2002 was $53.1 million compared to $32.4 million for the comparable
2001 period. The majority of the increase in net inflow of cash from operating
activities was $40.1 million, which occurred as a result of the Company selling
certain of its receivables to an unconsolidated qualifying special purpose
entity (see note F to
28
condensed consolidated financial statement). A decrease in the Company's
inventory provided $2.3 million, a decrease in accounts payable used $13.3
million and an increase in accrued liabilities provided $3.8 million. Other
assets and liabilities, net, used $5.3 million.
The Company received "quick refunds" in 2002 and 2001 of income taxes
paid for in the prior fiscal years.
Investing Activities
Investing activities used $3.1 million in cash during the nine months
ended August 31, 2002 compared to $35.8 million used in the nine months ended
August 31, 2001. During the nine months ended August 31, 2002, $6.1 million was
provided from proceeds from the sale of CED and $2.8 million was provided from
proceeds from the sale of Precision Products. Capital expenditures amounted to
$12.6 million for the nine months ended August 31, 2002 compared to $34.9
million for the nine months ended August 31, 2001.
Financing Activities
Financing activities used $63.5 million for the nine months ended
August 31, 2002 compared to the nine months ended August 31, 2001 where $12.2
million was provided. During the nine months ended August 31, 2002, the Company
used $40.8 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 and Precision Products resulted in
a $22.6 million decline in the Company's term debt during the nine months ended
August 31, 2002.
Earnings to Fixed Charges and Preferred Stock Dividends
For the nine months ended August 31, 2002 and 2001, earnings were
insufficient to cover fixed charges and preferred stock dividends by $40.7
million and $23.0 million respectively. In 2002 the ability to cover fixed
charges and preferred stock dividends was significantly impacted by $6.1
million in divestiture related expenses, $3.0 million of restructuring charges
and $3.1 million in insurance related losses. If these items were excluded from
the calculation in 2002, earnings would not have been sufficient to cover fixed
charges and preferred stock dividends by $28.5 million. On that basis, 2002 and
2001 are more comparable.
Credit Agreement EBITDA
The Company's senior secured credit facility has several financial
covenants which are based on EBITDA as defined in the credit agreement for such
credit facility. EBITDA is defined in the credit agreement ("Credit Agreement
EBITDA") as earnings before interest expense, income taxes, depreciation and
amortization, determined (A) without giving effect to (i) any extraordinary
gains or losses but with giving effect to gains or losses from sales of assets
sold in the ordinary course of business, (ii) any impact from the LIFO method of
inventory accounting, (iii) any non-cash charge other than routine recurring
non-cash charges that result in an accrual of a reserve for cash charges in any
future period deducted in determining consolidated net income for such period,
(iv) amounts paid to present or future officers or employees in connection with
their separation from employment, up to a limit (together with any compensation
expense incurred in connection with the acquisition of the Company by Granaria)
of $43.2 million (of which $5.8 million remained unused as of August 31, 2002),
(v) a $16.0 million gain from the receipt of insurance proceeds in 2000, (vi)
the loss from the sale of the Company's former Machinery Segment and the loss
from operations of the Machinery Segment in 2001, and (B) with giving effect to
proforma pre-acquisition consolidated EBITDA attributable to businesses acquired
during the year.
The Company's earnings from continuing operations before interest,
income taxes, depreciation and amortization was $23.0 million and $49.1 million
for the three and nine months ended August 31, 2002. The following adjustments
have been made to the Company's earnings before interest, income taxes,
depreciation and amortization to arrive at Credit Agreement EBITDA:
29
Three months ended Nine months ended
August 31, 2002 August 31,2002
------------------ -----------------
Earnings from continuing operations before income taxes,
interest, depreciation, and amortization: $23.0 $49.1
Restructuring charges - 3.0
Losses from sale of divisions - Divestitures .2 6.1
Management compensation - special .5 2.9
Insurance related losses - 3.1
LIFO provision .1 .3
Other non-cash, non-recurring items - 6.7
----- -----
Credit Agreement EBITDA $23.8 $71.2
===== =====
Credit Agreement EBITDA, as defined herein, may not be comparable to
similarly titled measures reported by other companies and should not be
construed as an alternative to operating income or cash flows from operating
activities, as determined by 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 Credit Agreement EBITDA are not
available for management's discretionary use to the extent they are required for
debt service and other commitments.
The three financial covenants contained in the Company's senior secured
credit agreement are a leverage ratio (the ratio of total debt plus the
outstanding balance of the undivided interest as stated in Note F in Item 1,
less cash on the balance sheet to Credit Agreement EBITDA), an interest coverage
ratio (the ratio of Credit Agreement EBITDA to interest expense) and a fixed
charge coverage ratio (the ratio of Credit Agreement EBITDA to the sum of
interest expense plus required principal payments plus cash dividends paid plus
income taxes paid) (all as defined in the Credit Agreement). The following table
presents the required ratios and the actual ratios at August 31, 2002.
Financial Covenant August 31, 2002
------------------ ---------------
Leverage Ratio - Required equal or less than 5.00
Leverage Ratio - Actual 4.41
Interest Coverage Ratio - Required equal to or greater than 2.00
Interest Coverage Ratio - Actual 2.46
Fixed Charges Coverage Ratio - Required equal to or greater than 1.25
Fixed Charges Coverage Ratio - Actual 1.57
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 August 31, 2002, the Company had $66.3 million unused under
its senior secured revolving credit facility and $1.5 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 August 31, 2002, the
Company could incur only an additional $42.5 million of indebtedness.
At August 31, 2002, the Company was in compliance with the covenants of its
senior secured credit agreement and senior subordinated notes. As noted in Note
F 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, $41.0
million as of August 31, 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 $90.0
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 B.V. would continue to be able to elect the entire Board of Directors
of Eagle-Picher Holdings.
30
The Company's $220.0 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 August 31, 2002, the Company had
borrowed approximately $115.5 million and had approximately $38.2 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. 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,
2001, the Company had entered into various interest rate swap agreements with a
commercial bank having a total notional amount of $90.0 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 $90.0 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 August 31, 2002, the
Company has recorded a net loss of $5.1 million in accumulated other
comprehensive loss 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.
As of August 31, 2002, $140.5 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 discussed above. The interest rate risk
on the remaining debt outstanding under the foreign lines of credit, the IRB's,
and the $50.5 million remaining under the Credit Agreement totaling $69.8
million, has not been hedged. Accordingly, a 1% increase in the applicable index
rates would result in additional interest expense of $.7 million per year,
assuming no change in the current level of borrowing.
31
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 August 31, 2002, the Company had outstanding
foreign exchange forward contracts with aggregate notional amounts of $7.1
million. Based on the fair value of the futures contracts being held as of
August 31, 2002, the Company has recorded a net loss of $.6 million in
accumulated other comprehensive loss in the accompanying condensed consolidated
balance sheets.
ITEM 4. CONTROLS AND PROCEDURES
Based on their evaluation (the "Evaluation"), the Company's Chief
Executive Officer, John Weber, and Chief Financial Officer, Thomas Pilholski,
have concluded that the Company's disclosure controls and procedures are
generally effective, but also concluded that there are several weaknesses in the
Company's Information Technology area (IT), including access security, network
monitoring, IT procurement and IT inventory management. The Company has
dedicated resources to correcting these issues, and the corrections are expected
to be completed by the end of the next quarter. These weaknesses did not have a
material impact on the accuracy of the Company's financial statements.
As of the date of this report, there have not been any significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls subsequent to the date of the Evaluation.
32
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Please refer to Note H regarding Legal Matters contained in Part I,
Item 1 of this report, which is incorporated by reference in this Part II, as
its Item 1.
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 HOLDINGS, INC.
/s/ Thomas R. Pilholski
------------------------------
Thomas R. Pilholski
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
DATE October 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 INDUSTRIES, INC.
/s/ Thomas R. Pilholski
--------------------------------
Thomas R. Pilholski
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
DATE October 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.
DAISY PARTS, INC.
/s/ Ken Higgins
---------------
Ken Higgins
Chief Financial Officer
(Principal Financial Officer)
DATE October 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 DEVELOPMENT COMPANY, INC.
/s/ Thomas R. Pilholski
--------------------------------------
Thomas R. Pilholski
Senior Vice President
(Principal Financial Officer)
DATE October 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.
EAGLE-PICHER FAR EAST, INC.
/s/ Thomas R. Pilholski
-----------------------------
Thomas R. Pilholski
Senior Vice President
(Principal Financial Officer)
DATE October 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.
EAGLE-PICHER MINERALS, INC.
/s/ Paul Wonder
---------------
Paul Wonder
Vice President
(Principal Financial Officer)
DATE October 15, 2002
-----------------------
39
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/ Bradley J. Waters
---------------------------------
Bradley J. Waters
Vice President, and
Chief Financial Officer
DATE October 15, 2002
-----------------------
40
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/ Ken Higgins
---------------
Ken Higgins
Chief Financial Officer
(Principal Financial Officer)
DATE October 15, 2002
-----------------------
41
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/ Thomas R. Pilholski
----------------------------------
Thomas R. Pilholski
Senior vice President
(Principal Financial Officer)
DATE October 15, 2002
-----------------------
42
CERTIFICATIONS
I, JOHN H. WEBER, PRESIDENT AND CHIEF EXECUTIVE OFFICER, certify that:
1. I have reviewed this quarterly report on Form 10-K of Eagle-Picher Holdings,
Inc. , Eagle-Picher Industries, Inc., Daisy Parts, Inc., Eagle-Picher
Development Co., Inc., Eagle-Picher Far East, Inc., Eagle-Picher Minerals, Inc.,
Eagle-Picher Technologies, LLC, Hillsdale Tool & Manufacturing Co. and EPMR
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ JOHN H. WEBER Date: October 15, 2002
- ---------------------------------------------
John H. Weber, President and
Chief Executive Officer
43
I, THOMAS R. PILHOLSKI, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER,
certify that:
1. I have reviewed this quarterly report on Form 10-K of Eagle-Picher Holdings,
Inc. , Eagle-Picher Industries, Inc., Daisy Parts, Inc., Eagle-Picher
Development Co., Inc., Eagle-Picher Far East, Inc., Eagle-Picher Minerals, Inc.,
Eagle-Picher Technologies, LLC, Hillsdale Tool & Manufacturing Co. and EPMR
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ THOMAS R. PILHOLSKI Date: October 15, 2002
- ---------------------------------------------
Thomas R. Pilholski, Senior Vice President
and Chief Financial Officer
44