1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended February 28, 1995 Commission file number 1-1499
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EAGLE-PICHER INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
OHIO 31-0268670
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
580 WALNUT STREET, P. O. BOX 779, CINCINNATI, OHIO 45201
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code 513-721-7010
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(Not Applicable)
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Former name, former address and former fiscal year,
if changed since last report
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. Yes X No
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11,040,932 shares of common capital stock, par value $1.25 per share, were
outstanding at April 12, 1995.
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EAGLE-PICHER INDUSTRIES, INC.
QUARTERLY REPORT - FORM 10-Q - FOR THE QUARTER ENDED FEBRUARY 28, 1995
TABLE OF CONTENTS
Page
Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.................................... 3
Consolidated Statement of Income............................ 3
Consolidated Balance Sheet.................................. 4
Consolidated Statement of Cash Flows........................ 6
Notes to Consolidated Financial Statements.................. 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................... 14
Item 3. Defaults Upon Senior Securities......................... 14
Item 6. Exhibits and Reports on Form 8-K........................ 14
Signature........................................................ 15
Exhibit Index.................................................... 16
Exhibits......................................................... 17
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
EAGLE-PICHER INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF INCOME
(Dollars in thousands except per share amounts)
Three Months Ended
February 28
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1995 1994
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Net Sales $197,603 $177,754
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Operating Costs and Expenses:
Cost of products sold 163,288 146,383
Selling and administrative 19,202 17,590
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182,490 163,973
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Operating Income 15,113 13,781
Interest expense (487) (454)
Other income 385 166
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Income Before Reorganization
Items and Taxes 15,011 13,493
Reorganization items (425) (1,082)
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Income Before Taxes 14,586 12,411
Income Taxes 1,554 1,372
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Net Income $13,032 $ 11,039
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Income per Share $1.18 $1.00
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<FN>
See accompanying notes to the consolidated financial statements.
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EAGLE-PICHER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
ASSETS Feb. 28 Nov. 30
1995 1994
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CURRENT ASSETS
Cash and cash equivalents $ 80,628 $ 92,606
Receivables, less allowances 124,809 109,130
Income tax refund receivable 2,226 2,246
Inventories:
Raw materials and supplies 50,196 47,777
Work in process 19,546 19,444
Finished goods 15,520 14,761
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85,262 81,982
Prepaid expenses 11,279 10,295
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Total current assets 304,204 296,259
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PROPERTY, PLANT AND EQUIPMENT 412,700 408,018
Less accumulated depreciation 269,139 263,369
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Net property, plant and equipment 143,561 144,649
DEFERRED INCOME TAXES 48,924 43,924
OTHER ASSETS 44,119 36,275
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Total Assets $540,808 $521,107
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 38,399 $ 43,691
Long-term debt - current portion 1,754 1,726
Income taxes 11,116 5,223
Other current liabilities 35,728 35,321
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Total current liabilities 86,997 85,961
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LIABILITIES SUBJECT TO COMPROMISE 1,657,017 1,657,265
LONG-TERM DEBT - less current portion 19,428 19,896
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS 21,368 21,070
OTHER LONG TERM LIABILITIES 3,180 3,608
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Total liabilities 1,787,990 1,787,800
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EAGLE-PICHER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
Feb. 28 Nov. 30
1995 1994
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SHAREHOLDERS' EQUITY (DEFICIT)
Common shares - par value $1.25 per share
authorized 30,000,000 shares, issued
11,125,000 shares $ 13,906 $ 13,906
Additional paid-in capital 36,378 36,378
Accumulated deficit (1,304,086)(1,317,118)
Unrealized gain on investments 7,552 -
Foreign currency translation 981 2,054
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(1,245,269)(1,264,780)
Cost of 84,068 common treasury shares (1,913) (1,913)
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Total Shareholders' Equity (Deficit) (1,247,182)(1,266,693)
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Total Liabilities and Shareholders' Equity
(Deficit) $540,808 $521,107
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<FN>
See accompanying notes to the consolidated financial statements.
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EAGLE-PICHER INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
Three Months Ended
February 28
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1995 1994
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 13,032 $ 11,039
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 7,116 6,333
Changes in assets and liabilities:
Receivables (15,679) (3,947)
Inventories (3,280) (752)
Deferred taxes (5,000) (3,000)
Accounts payable (5,292) (583)
Accrued liabilities 407 (1,658)
Other 4,459 1,912
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Net cash provided by (used in)
operating activities before changes
in liabilities subject to compromise (4,237) 9,344
Changes in liabilities subject
to compromise (248) -
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Net cash provided by (used in)
operating activities (4,485) 9,344
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (6,457) (7,315)
Other (626) (386)
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Net cash used in
investing activities (7,083) (7,701)
CASH FLOWS FROM FINANCING ACTIVITIES:
Reduction of long-term debt (410) (935)
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Net cash used in
financing activities (410) (935)
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EAGLE-PICHER INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
Three Months Ended
February 28
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1995 1994
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Net increase (decrease) in cash and cash equivalents (11,978) 708
Cash and cash equivalents, beginning of period 92,606 84,574
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Cash and cash equivalents, end of period $ 80,628 $ 85,282
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Supplemental cash flow information:
Cash paid during the year:
Interest paid $ 493 $ 541
Income taxes paid (net of refunds received) $ 641 $ 431
<FN>
See accompanying notes to consolidated financial statements.
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EAGLE-PICHER INDUSTRIES, INC.
Notes to Consolidated Financial Statements
A. PROCEEDINGS UNDER CHAPTER 11
On January 7, 1991 (the "petition date"), Eagle-Picher Industries, Inc.
(the "Company") and seven of its domestic subsidiaries each filed a voluntary
petition for relief under chapter 11 of the United States Bankruptcy Code
("chapter 11") in the United States Bankruptcy Court for the Southern District
of Ohio, Western Division, in Cincinnati, Ohio (the "Bankruptcy Court"). Each
filing entity is currently operating its business as a debtor in possession in
accordance with the provisions of the Bankruptcy Code.
An Unsecured Creditors' Committee, an Injury Claimants' Committee ("ICC"),
an Equity Security Holders' Committee, and a Legal Representative for Future
Claimants ("RFC") have been appointed in the chapter 11 cases. An unofficial
asbestos co-defendants' committee has also been participating in the chapter 11
cases. In accordance with the provisions of the Bankruptcy Code, these parties
have the right to be heard with respect to transactions outside the ordinary
course of business. The official committees and the RFC are the primary
parties with whom the Company has been negotiating the terms of a plan of
reorganization. In June 1992, a mediator was appointed by the Bankruptcy Court
to assist the constituencies in their negotiations.
On November 9, 1993, the Company reached an agreement on the principal
elements of a joint plan of reorganization that provides a basis for the
Company and its subsidiaries to emerge from chapter 11. The agreement is with
the ICC and the RFC, the representatives of the holders of present and future
asbestos-related and other toxic tort claims in the Company's chapter 11 case,
and was reached with the assistance of the mediator appointed by the Bankruptcy
Court. As a consequence of this agreement, the Company recorded a provision in
the fourth quarter of 1993 of $1.135 billion to increase the asbestos liability
subject to compromise to $1.5 billion. The Company also recorded a provision
of $41.4 million in 1993 for environmental and other litigation claims in
anticipation of settlement of such claims.
Throughout 1994, the Company, the ICC and the RFC continued to refine the
details of a joint plan of reorganization (the "Plan"). On February 28, 1995,
the Company, in conjunction with the ICC and the RFC, filed the Plan with the
Bankruptcy Court. The Unsecured Creditors' Committee and the Equity Security
Holders' Committee do not support the terms and provisions of the Plan.
Implementation of the treatment of claims and interests as provided in the Plan
is subject to confirmation of the Plan in accordance with the provisions of the
Bankruptcy Code.
The Plan is premised on a settlement of the Company's liability for all
present and future asbestos and lead personal injury claims. These claims will
be channeled to and resolved by an independently administered claims trust (the
"PI Trust") The Plan also provides for, and its effectiveness is conditioned
on, the issuance of an order permanently prohibiting and enjoining all holders
of asbestos and lead personal injury claims from asserting or pursuing such
claims against the reorganized Company.
Pursuant to the Plan, the Company will distribute cash, debt securities,
and common stock of the reorganized Company to the PI Trust and to holders of
allowed unsecured claims on a pro-rata basis proportionate to the percentage of
their claims to the total of the Liabilities Subject to Compromise. Under the
Plan, approximately 91 percent of this consideration will be distributed to the
PI Trust and the remaining 9 percent to other holders of allowed pre-petition
unsecured claims.
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The Company estimates that each holder of an allowed pre-petition
unsecured claim that is not channeled to the PI Trust will ultimately receive
consideration having a value equal to approximately 42.5% of its allowed claim
under the Plan. This estimate is based upon the provisions of the Plan, the
Company's estimate of the ultimate amount of allowed claims, and the projected
book value of the stock of the reorganized Company on the effective date. This
estimate also assumes that the Plan will become effective on or about November
30, 1995, and that the debt securities to be distributed pursuant to the Plan
will have a value equal to their face amount.
The Plan provides further that priority claims and convenience claims
(general unsecured claims of $500 or less) will be paid in full, in cash. The
Plan does not provide for any distribution to shareholders and their equity
will be canceled.
The claims of the federal government and of certain states alleging
pre-petition environmental liabilities are also addressed in the Plan.
Pursuant to the Plan, these claims will be treated in accordance with a
settlement agreement that has been executed by the Company, the United States
Environmental Protection Agency (the "EPA"), the Department of Interior, and
certain states, which is subject to public comment and approval of the
Bankruptcy Court. Pursuant to the agreement, the Company's liability at 23
specified Superfund sites and one site resolved with a state has been
liquidated and is to be treated as a pre-petition unsecured claim of
approximately $43.0 million under the Plan. The agreement also provides that
certain additional sites, for which the parties have insufficient information
to negotiate a meaningful settlement at this time, may be resolved in the
future when such information is known. Any liability for these additional
sites will be satisfied at such future time essentially with the same type and
amount of consideration that pre-petition general unsecured creditors will
receive pursuant to a confirmed plan of reorganization in the Company's chapter
11 case.
Liabilities incurred by the Company as of the petition date and subject to
compromise under a plan of reorganization are separately classified in the
Consolidated Balance Sheet and include the following (in thousands of dollars):
February 28 November 30,
1995 1994
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Asbestos liability $1,500,000 $1,499,993
Long-term debt (unsecured portion) 62,004 62,004
Accounts payable 41,209 41,074
Accrued and other liabilities 53,804 54,194
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$1,657,017 $1,657,265
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The accompanying consolidated financial statements have been prepared on a
going concern basis which contemplates continuity of operations, realization of
assets and liquidation of liabilities in the ordinary course of business. The
liabilities subject to compromise listed above have been reported on the basis
of the expected amount of the allowed claims even though they may be settled
for lesser amounts. Upon confirmation of a plan of reorganization, the Company
would utilize the fresh-start reporting principles contained in the AICPA's
Statement of Position 90-7, which would result in adjustments relating to the
amounts and classification of recorded assets and liabilities, determined as of
the plan confirmation date. Pursuant to the Plan, the ultimate consideration
to be received by the unsecured creditors will be substantially less than the
amounts shown in the accompanying Consolidated Balance Sheet. Until a plan of
reorganization is confirmed, however, the Company cannot be certain of the
final terms and provisions thereof or the ultimate amount creditors will
receive.
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The net expense resulting from the Company's administration of the
chapter 11 cases has been segregated from expenses related to ordinary
operations in the accompanying financial statements and includes the following
(in thousands):
Three Months
Ended
February 28
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1995 1994
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Professional fees and other
expenses directly related
to bankruptcy $ 1,515 $ 1,672
Interest income (1,090) (590)
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$ 425 $ 1,082
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Interest income is attributable to the accumulation of cash and short-term
investments subsequent to the petition date.
B. INVESTMENTS
On December 1, 1994, the Company adopted Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." The Company holds certain equity securities having no cost basis,
but which had a fair value of approximately $5.4 million as of the date of
adoption. On a prospective basis, this amount has been included as an
unrealized gain on investments in a separate component of shareholders' equity.
The fair value of these investments, included in Other Assets in the
Consolidated Balance Sheet, was approximately $7.6 million at February 28,
1995, resulting in an increase in net unrealized gains on investments of $2.2
million.
C. LITIGATION
As discussed in Note K to the Consolidated Financial Statements included
in the Company's Annual Report and Form 10-K for the fiscal year ended November
30, 1994, the accompanying Consolidated Financial Statements include an
estimated liability related to claims associated with the Company's sale of
asbestos-containing insulation products. Litigation with respect to
asbestos-related claims was stayed by reason of the chapter 11 filing.
Many of the asbestos-related claims filed in the chapter 11 case do not
provide sufficient information to enable the Company to determine whether or
not it has liability for the claim or to definitively value any such liability.
Similarly, the Company is not able to project precisely the number and value of
future claims. The Company, however, is certain that it has significant
liability with respect to the 160,000 proofs of claim which were filed against
the Company pursuant to the September 30, 1992 bar date and which allege
asbestos-related personal injury. The Company also is certain that there is
significant liability with respect to future asbestos-related personal injury
claims. After considering the significant costs that likely would be incurred
in litigating the extent and nature of its asbestos-related personal injury
liability, the uncertainty as to the outcome of such an exercise, the need to
conserve the estate's assets for every creditor, and the benefits that would
accrue to the Company's operations, customers, vendors, employees and host
communities from the Company's timely emergence from chapter 11, the Board of
Directors and management concluded that the Plan filed with the Bankruptcy
Court on February 28, 1995, which is discussed in footnote A, is in the best
interests of the Company.
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There were forty-one lawsuits pending against the Company at the end of
fiscal 1991 resulting from the presence of asbestos-containing products in
buildings. The pending lawsuits typically named numerous defendants, were
filed in both state and federal courts, and were brought by school districts,
cities, states, counties, universities, hospitals, a public library and
commercial building owners. The lawsuits typically demanded compensation for
any costs incurred in identifying, repairing, encapsulating or removing
asbestos-containing products, or sought to have the defendants do these things
directly. Many lawsuits also sought punitive damages. At least three of the
pending cases have been certified as class actions and one was conditionally
certified. Class certification was sought by the plaintiffs in two other
cases. One of such cases has been dismissed; the other is still pending.
Prior to filing its chapter 11 petition, the Company settled seven asbestos-
related property damage cases for less than $22,000 in the aggregate.
The Plan provides for procedures to resolve and discharge asbestos-related
property damage claims. These procedures will require such claimants to prove
by application of a scientific protocol that the asbestos-containing insulation
products for which they are seeking damages were manufactured by the Company.
In addition, the Company is a defendant in various other litigation which
was pending as of the petition date, which was discussed in Note L to the
Consolidated Financial Statements for the fiscal year ended November 30, 1994.
The Company intends to defend all litigation claims vigorously in the manner
permitted for the fiscal year ended November 30, 1994 by the Bankruptcy Code
and applicable law. All pre-petition claims against the Company arising from
litigation must be liquidated or otherwise addressed in the context of the
chapter 11 cases. Further, all such claims against the Company will be
resolved in a plan of reorganization. During the pendency of the chapter 11
cases, any unresolved litigation with respect to pre-petition claims can
proceed against the Company only with the express permission of the Bankruptcy
Court.
The Company has resolved most of the litigation claims that were asserted
pursuant to the October 31, 1991 bar date for claims other than those arising
from the sale of asbestos-containing products. The Company has filed
objections to certain of these litigation-based claims which have not been
resolved, seeking to reduce the amount of such claims or eliminate them
entirely. The Company anticipates filing additional objections to other such
claims if they cannot be resolved through negotiation. These objections will
be vigorously litigated by the Company pursuant to the provisions of the
Bankruptcy Code and applicable law.
The eventual outcome of the other litigation claims cannot be reasonably
predicted due to numerous uncertainties that are inherent in the reorganization
process. The Company believes, however, that its provision for these claims is
adequate. In addition, the Company may have insurance coverage for certain of
these claims and may have various factual and legal defenses available to it.
D. BASIS OF REPORTING FOR INTERIM FINANCIAL STATEMENTS
The unaudited financial statements included herein have been prepared by
the Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles 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 included in
the Company's Annual Report and Form 10-K for the fiscal year ended November
30, 1994.
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The financial statements presented herewith 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 month periods ended February 28, 1995 and 1994. Results of operations
for interim periods are not necessarily indicative of results to be expected
for an entire year.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Sales for the quarter ended February 28, 1995 were $197.6 million compared
with $177.8 million for the first quarter of 1994, an increase of 11 percent.
Operating income increased by 10 percent to $15.1 million from $13.8 million
for the same period last year. Net income for the first quarter of 1995 was
$13.0 million or $1.18 per share compared with $11.0 million or $1.00 per share
in the first quarter of 1994.
Result for most operations in the Automotive Group were ahead of those for
the first quarter of 1994 for the following reasons: 1) production of
passenger cars, vans, sport utility vehicles, and trucks in the North American
market was at a high level during the quarter; 2) there was a strong recovery
from the recession experienced in European and Japanese markets throughout most
of 1994; and 3) most operations in the Group provided products for vehicles
which were in demand by the consumer.
Results for the Machinery Group were led by a strong recovery by the
Construction Equipment Division which experienced improvements in production of
a line of heavy-duty forklift trucks. Results for the Electronics Division,
which serves the aerospace and defense markets, trailed those of the first
quarter of 1994, and Cincinnati Industrial Machinery's backlog for can washing
machinery was considerably lower than a year ago.
In the Industrial Group, the Minerals Division's sales of diatomaceous
earth products showed gains over last year's results. Demand for construction
and recreational products manufactured by the Plastics Division was at a high
level for the quarter.
Interest expense did not change appreciably in the first quarter of 1995
compared to the same period in 1994. Contractual interest on debt outstanding
was $2.2 million in the first quarter of 1995 and $2.3 million in the same
period of 1994.
Capital expenditures totaled $6.5 million in the first quarter of 1995
compared to $7.3 million in the first quarter of 1994. The Company presently
expects, however, that capital expenditures for the 1995 fiscal year will be
somewhat higher than those for 1994.
On February 28, 1995, the Company filed a plan of reorganization (the
"Plan") with the Bankruptcy Court. The Plan was proposed jointly with the
Injury Claimants' Committee ("ICC") and the Legal Representative for Future
Claimants ("RFC"). The ICC represents those persons presently alleging
injury due to exposure to asbestos-containing products that the Company
manufactured from 1934 to 1971. Future personal injury claimants are
represented by the RFC. The filing of the Plan is an important step in the
Company's effort to emerge from chapter 11. The Plan provides for the
discharge of the Company's pre-petition liabilities, provides the reorganized
Company with a capital structure appropriate for an industrial products company
and should enable the Company to access financing in the credit and debt
markets.
Reorganization expenses were $0.4 million in the first quarter of 1995
compared to $1.1 million in the same period of 1994. It is anticipated that
the costs associated with the administration of the chapter 11 cases for the
remainder of 1995 will increase from their current levels due to the filing of
the Plan and the pursuit of confirmation thereof.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
(a) CHAPTER 11 PROCEEDINGS. On February 28, 1995 the Company and
seven of its domestic subsidiaries filed a plan of reorganization and
accompanying disclosure statement with the Bankruptcy Court in their chapter 11
cases. The Plan is discussed further in Note A to the Consolidated Financial
Statements for the quarter ended February 28, 1995, included herein.
(b) ENVIRONMENTAL. In its Report on Form 10-K for the fiscal year
ended November 30, 1994, the Company reported that it had reached a tentative
settlement agreement with the EPA, the Department of Interior and certain
states, which would resolve certain pre-petition claims against the Company
based on environmental matters at most of its known Superfund sites, including
any alleged liability for natural resource damage. Pursuant to the terms of
the settlement agreement, the agencies and certain states will be granted
allowed pre-petition general unsecured claims in the Company's chapter 11 case
aggregating approximately $43.0 million. Following the close of the quarter,
on March 30, 1995, the settlement agreement had been executed by all parties
and was lodged with the Bankruptcy Court. Notice of the settlement agreement
was also published in the FEDERAL REGISTER. The public may comment on the
settlement agreement until May 6, 1995, following which, and subject to
consideration of any public comments received, the parties will seek approval
of the settlement agreement by the Bankruptcy Court. The settlement agreement
will not become final and binding until it has been approved by the Bankruptcy
Court and implemented pursuant to the Plan. The settlement agreement is
discussed further in Note A to the Consolidated Financial Statements for the
quarter ended February 28, 1995, included herein.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
The chapter 11 filings constituted a default under substantially all
of the Company's and it affiliates' senior securities. The obligations under
the Company's pre-petition credit facility and other obligations owing to the
lenders who were party to the pre-petition credit facility have been addressed
in the debtor in possession financing agreement approved by the Bankruptcy
Court on May 24, 1991. At that time, certain of such obligations were repaid
and the remaining of such obligations were deemed to be post-petition.
With respect to certain other secured obligations, the Company (or its
affiliates) have been making settlements or "adequate protection" payments
approved by orders of the Bankruptcy Court.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
27 - Financial Data Schedule.
(b) REPORTS ON FORM 8-K
(i) Report on Form 8-K (File 1-1499), dated March 2, 1995, in
which the Company reported that on February 28, 1995 the
Company and seven of its domestic subsidiaries filed a plan
of reorganization in their chapter 11 cases pending before the
U.S. Bankruptcy Court for the Southern District of Ohio,
Western Division.
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SIGNATURES
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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/ David N. Hall
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David N. Hall,
Senior Vice President - Finance and
Chief Financial Officer
DATE April 12, 1995
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EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule (submitted
electronically to the Securities
and Exchange Commission for its
information)
16