<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended May 31, 1998 Commission file number 333-49957
----------
EAGLE-PICHER INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
SEE TABLE OF ADDITIONAL REGISTRANTS
-----------------------------------
OHIO 31-0268670
- ---------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
250 East Fifth Street, Suite 500, Cincinnati, Ohio 45202
- ------------------------------------------------------------------------------
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code 513-721-7010
-----------------------------
(Not Applicable)
- -------------------------------------------------------------------------------
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 No X
---- ----
100 shares of common capital stock, no par value, were outstanding at June 26,
1998.
1
<PAGE> 2
TABLE OF ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
Jurisdication of Commission IRS Employer
Incorporation or File Identification
Name Organization Number Number
---- ------------ ------------ --------------
<S> <C> <C> <C>
Eagle-Picher Holdings, Inc. Delaware 333-49957-01 13-3989553
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 Fluid Systems, Inc. Michigan 333-49957-05 31-1452637
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
Michigan Automotive Research Corp. Michigan 333-49957-08 38-2185909
</TABLE>
2
<PAGE> 3
TABLE OF CONTENTS
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.........................................4
Condensed Consolidated Statements of Income (Loss) (Unaudited)...4
Condensed Consolidated Balance Sheets (Unaudited)................5
Condensed Consolidated Statements of Cash Flows (Unaudited)......7
Notes to Condensed Consolidated Financial Statements (unaudited).9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................21
Item 3. Quantitative and Qualitative Disclosures About Market Risk..25
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................26
Signature............................................................27
Exhibit Index........................................................37
3
<PAGE> 4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
EAGLE-PICHER INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)(UNAUDITED)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended Six Months Ended
May 31 ------------------ May 31
------------------ May 31 Feb. 28 ----------------
1998 1997 1998 1998 1997
---- ---- ---- ---- ----
Predecessor Predecessor Predecessor
Net Sales $219,921 $242,183 $219,921 $205,842 $465,790
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Operating Costs and Expenses:
Cost of products sold 169,575 194,578 169,575 162,796 374,979
Selling and administrative 20,287 19,619 20,287 17,141 39,343
Management compensation expense 17,321 - 17,321 2,056 -
Depreciation 9,773 10,643 9,773 8,983 21,009
Amortization of intangibles 4,497 4,079 4,497 3,839 8,155
-------- -------- -------- -------- --------
221,453 228,919 221,453 194,815 443,486
-------- -------- -------- -------- --------
Operating Income (Loss) (1,532) 13,264 (1,532) 11,027 22,304
Interest expense (12,554) (7,924) (12,554) (6,940) (16,851)
Other income 326 (347) 326 820 1,356
-------- -------- -------- -------- --------
Income (Loss) Before Taxes (13,760) 4,993 (13,760) 4,907 6,809
Income Taxes (4,461) 4,448 (4,461) 4,100 7,484
-------- -------- -------- -------- --------
Net Income (Loss) $ (9,299) $ 545 $ (9,299) $ 807 $ (675)
======== ======== ======== ======== ========
Income (Loss) per Share $(92,990.00) $.05 $(92,990.00) $.08 $(.07)
========== ==== ========== ==== =====
</TABLE>
See accompanying notes to the consolidated financial statements.
4
<PAGE> 5
<TABLE>
<CAPTION>
EAGLE-PICHER INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
May 31 Nov. 30
1998 1997
---- ----
ASSETS
Predecessor
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 10,978 $ 53,739
Receivables, less allowances 121,257 130,927
Income tax refunds receivable 1,956 3,025
Inventories:
Raw materials and supplies 53,653 51,592
Work in process 19,690 25,801
Finished goods 17,500 14,803
------- -------
90,843 92,196
Prepaid expenses 8,457 8,290
Deferred income taxes 18,935 13,793
------- -------
Total current assets 252,426 301,970
------- -------
PROPERTY, PLANT AND EQUIPMENT 248,675 279,847
Less accumulated depreciation 9,813 36,309
------- -------
Net property, plant and equipment 238,862 243,538
DEFERRED INCOME TAXES - 98,991
EXCESS OF ACQUIRED NET ASSETS OVER COST NET OF
ACCUMULATED AMORTIZATION OF $4,491 251,004 -
REORGANIZATION VALUE IN EXCESS OF AMOUNTS ALLOCABLE TO
IDENTIFIABLE ASSETS NET OF ACCUMULATED AMORTIZATION
OF $16,284 - 48,837
OTHER ASSETS 86,601 53,545
------- -------
Total Assets $828,893 $746,881
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 48,045 $ 52,886
Long-term debt - current portion 13,028 3,403
Income taxes 6,878 2,294
Other current liabilities 64,655 55,419
------- -------
Total current liabilities 132,606 114,002
------- -------
LONG-TERM DEBT - less current portion 498,773 269,994
DEFERRED INCOME TAXES 1,115 -
OTHER LONG TERM LIABILITIES 25,040 26,768
------- -------
Total Liabilities 657,534 410,764
------- -------
</TABLE>
5
<PAGE> 6
EAGLE-PICHER INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
May 31 Nov. 30
1998 1997
------ ----------
Predecessor
SHAREHOLDERS' EQUITY
<S> <C> <C>
Common shares -- authorized 20,000,000 shares;
issued and outstanding 100 and 10,000,000 shares 180,005 341,807
Foreign currency translation 653 (1,836)
Accumulated deficit (9,299) (3,854)
------- -------
Total Shareholders' Equity 171,359 336,117
------- -------
Total Liabilities and Shareholders' Equity $828,893 $746,881
======== ========
</TABLE>
See accompanying notes to the consolidated financial statements.
6
<PAGE> 7
EAGLE-PICHER INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months
------------------ Ended
May 31 Feb. 28 May 31
1998 1998 1997
---- ---- ----
<S> <C> <C> <C>
Predecessor Predecessor
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (9,299) $ 807 $ (675)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization 14,952 12,822 29,159
Changes in assets and liabilities:
Receivables 14,375 (4,705) 117
Income tax refunds receivable 45 1,024 69,741
Inventories 4,205 (2,235) (3,946)
Accounts payable (2,854) (2,787) 4,571
Accrued liabilities 14,724 (5,488) (4,206)
Other (298) (8,521) 8,094
------- ------- -------
Net cash provided by (used in)
operating activities 35,850 (9,083) 102,855
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (9,064) (5,692) (29,264)
Other 561 (1,042) (2,025)
------- ------- -------
Net cash used in
investing activities (8,503) (6,734) (31,289)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt - 445,000 -
Reduction of long-term debt - (250,000) (69,658)
Borrowings under revolving credit agreement 14,825 79,100 -
Repayments under revolving credit agreement (49,925) - -
Redemption of common stock - (446,638) -
Issuance of common stock - 180,005 -
Debt issuance cost - (26,062) -
Other (236) (360) 2,311
------- -------- -------
Net cash used in
financing activities (35,336) (18,955) (67,347)
------- -------- -------
</TABLE>
7
<PAGE> 8
EAGLE-PICHER INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months
------------------- Ended
May 31 Feb. 28 May 31
1998 1998 1997
---- ---- ----
Predecessor Predecessor
<S> <C> <C> <C>
Net increase (decrease) in cash and cash equivalents (7,989) (34,772) 4,219
Cash and cash equivalents, beginning of period 18,967 53,739 32,725
------- -------- -------
Cash and cash equivalents, end of period $10,978 $ 18,967 $36,944
====== ======= ======
</TABLE>
<TABLE>
<CAPTION>
Supplemental cash flow information: 1998 1997
- ----------------------------------- ---- ----
<S> <C> <C>
Cash paid during the six months ended May 31:
Interest paid $ 13,492 $ 16,501
Income taxes paid (refunded), net $ 305 $(67,229)
Cash paid during the three months ended May 31:
Interest paid $ 7,090 $ 16,026
Income taxes paid (refunded), net $ 681 $(51,301)
</TABLE>
See accompanying notes to the consolidated financial statements.
8
<PAGE> 9
EAGLE-PICHER INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
A. BASIS OF REPORTING FOR INTERIM FINANCIAL STATEMENTS
The unaudited financial statements included herein 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 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 for the
fiscal year ended November 30, 1997 and for the three months ended February 28,
1998, presented in the Company's Form S-4/A filed with the SEC on June 5, 1998.
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 and six month periods ended May 31, 1998 and 1997. (See Note B.) Results
of operations for interim periods are not necessarily indicative of results to
be expected for an entire year.
The three month periods ended May 31, 1998 and February 28, 1998
(Predecessor) included in the Condensed Consolidated Statements of Income (Loss)
and of Cash Flows are presented for comparison to the six months ended May 31,
1997 of the Predecessor Company. (See Note B.)
B. ACQUISITION OF THE COMPANY
On February 24, 1998 ("Closing Date"), Eagle-Picher Industries, Inc.
("Company") was acquired by a subsidiary of Granaria Industries BV, Eagle-Picher
Holdings, Inc. ("Parent"), from the Eagle-Picher Industries, Inc. Personal
Injury Settlement Trust ("Trust") (the "Acquisition"). The Trust was established
pursuant to the Company's Plan of Reorganization upon its emergence from
bankruptcy.
The unaudited condensed consolidated financial statements as of and for
the three months ended February 28, 1998 include the effects of the Acquisition
as of February 24, 1998. Accordingly, the condensed consolidated statement of
income (loss) for the three months ended February 28, 1998 includes results of
operations from (1) December 1, 1997 through February 24, 1998 of the Company
prior to the consummation of the Acquisition (for clarity, sometimes referred to
herein as the "Predecessor Company") and (2) February 25 through February 28,
1998 of the Company. The Company, which is the operating entity, is a
wholly-owned subsidiary of the Parent. The Parent's results of operations and
cash flow approximate those of the Company.
The Acquisition was accounted for using the purchase method of accounting.
The preliminary allocation of the purchase price of the Company has been
determined based on estimates of fair value and are subject to change.
Appraisals are currently being completed
9
<PAGE> 10
EAGLE-PICHER INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
to value property, plant, equipment and identifiable intangible assets. The
excess of purchase price over the assessed values of those assets will be
allocated to goodwill. The Company expects to finalize the purchase price
allocation by November 30, 1998. Adjustments are not expected to be material.
The following pro forma information for the six months ended May 31, 1998
and 1997 gives effect to the Acquisition as if it had been consummated on
December 1, 1997 and 1996, respectively. This information is not necessarily
indicative of either the future results of operations or the results of
operations that would have occurred if those events had been consummated on the
indicated dates.
<TABLE>
<CAPTION>
Six Months Ended
May 31
-----------
1998 1997
---- ----
(In thousands of
dollars, except
per share amounts)
<S> <C> <C>
Net Sales $425,763 $465,790
Net income (loss) $(12,700) $(17,100)
Net income (loss) per share $(127,000.00) $(171,000.00)
Average number of shares outstanding 100 100
</TABLE>
Upon closing of the acquisition, the Parent received $100 million equity
investment from Granaria Industries BV and an equity partner. The Parent also
received proceeds approximating $80 million from its offering of preferred
stock. These proceeds were invested in the Company, which issued approximately
$180 million of common stock to the Parent. The Company also borrowed $225
million in term loans and $79.1 million in revolving credit loans under a
syndicated senior secured loan facility ("Credit Agreement"), and issued $220
million in senior subordinated notes ("Subordinated Notes"), the proceeds of
which were used to redeem the Company's 10% Senior Unsecured Sinking Fund
Debentures ("Debentures") and common stock, both held by the Trust.
Both the Credit Agreement and the Subordinated Notes are guaranteed on a
full, unconditional and joint and several basis by certain of the Company's
wholly-owned domestic subsidiaries ("Guarantors"). Management has determined
that full financial statements of the Guarantors would not be material to
investors and such financial statements are not presented. The following
supplemental condensed combining financial statements present information
regarding the Guarantors, the issuer of the debt and the subsidiaries that did
not guarantee the debt.
10
<PAGE> 11
EAGLE-PICHER INDUSTRIES, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
FOR THREE MONTHS ENDED MAY 31, 1998
<TABLE>
<CAPTION>
FOREIGN
ISSUER GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
--------- --------- --------- --------- ---------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
Net Sales
Customers $ 69,233 $ 125,525 $ 25,163 $ -- $ 219,921
Intercompany 4,151 2,631 2,329 (9,111) --
Operating Costs and Expenses
Cost of products sold 54,282 101,847 22,499 (9,053) 169,575
Selling and administrative 12,094 5,796 2,397 -- 20,287
Management compensation expense 17,321 -- -- -- 17,321
Intercompany charges (2,297) 2,297 -- -- --
Depreciation 3,050 5,785 999 (61) 9,773
Amortization of intangibles 863 3,634 -- -- 4,497
--------- --------- --------- --------- ---------
Total 85,313 119,359 25,895 (9,114) 221,453
Operating Income (Loss) (11,929) 8,797 1,597 3 (1,532)
Other Income (Expense)
Interest expense (12,417) -- (137) -- (12,554)
Other income (expense) 191 86 49 -- 326
--------- --------- --------- --------- ---------
Income (Loss) Before Taxes (24,155) 8,883 1,509 3 (13,760)
Income taxes (8,167) 2,825 881 -- (4,461)
--------- --------- --------- --------- ---------
Net Income (Loss) $ (15,988) $ 6,058 $ 628 $ 3 $ (9,299)
========= ========= ========= ========= =========
</TABLE>
11
<PAGE> 12
EAGLE-PICHER INDUSTRIES, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
FOR THREE MONTHS ENDED FEBRUARY 28, 1998
<TABLE>
<CAPTION>
FOREIGN
ISSUER GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
--------- --------- --------- ------------ ---------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
Net Sales
Customers $ 61,071 $ 123,181 $ 21,590 $ -- $ 205,842
Intercompany 3,381 2,421 1,451 (7,253) --
Operating Costs and Expenses
Cost of products sold 48,329 102,771 18,772 (7,076) 162,796
Selling and administrative 9,673 5,167 2,301 -- 17,141
Management compensation expense 2,056 -- -- -- 2,056
Intercompany charges (2,172) 2,172 -- -- --
Depreciation 2,823 5,220 940 -- 8,983
Amortization of intangibles 765 3,064 10 -- 3,839
--------- --------- --------- --------- ---------
Total 61,474 118,394 22,023 (7,076) 194,815
Operating Income (Loss) 2,978 7,208 1,018 (177) 11,027
Other Income (Expense)
Interest expense (6,844) -- (96) -- (6,940)
Other income (expense) 812 333 (325) -- 820
--------- --------- --------- --------- ---------
Income (Loss) Before Taxes (3,054) 7,541 597 (177) 4,907
Income taxes 1,083 2,486 531 -- 4,100
--------- --------- --------- --------- ---------
Net Income (Loss) $ (4,137) $ 5,055 $ 66 $ (177) $ 807
========= ========= ========= ========= =========
</TABLE>
12
<PAGE> 13
EAGLE-PICHER INDUSTRIES, INC.
SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
AS OF MAY 31, 1998
<TABLE>
<CAPTION>
FOREIGN
ISSUER GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
--------- --------- --------- --------- ---------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 4,169 $ 795 $ 7,325 $ (1,311) $ 10,978
Receivables 37,080 71,545 12,632 -- 121,257
Intercompany accounts receivable 180 194 6,809 (7,183) --
Income tax refunds receivable 1,956 -- -- -- 1,956
Inventories 35,121 42,634 14,463 (1,375) 90,843
Prepaid expenses 4,498 3,156 803 -- 8,457
Deferred income taxes 18,935 -- -- -- 18,935
--------- --------- --------- --------- ---------
Total current assets 101,939 118,324 42,032 (9,869) 252,426
Property, plant and equipment 72,467 128,950 37,445 -- 238,862
Investment in subsidiaries 62,901 5,185 -- (68,086) --
Excess of acquired net assets over
cost 51,143 199,861 -- -- 251,004
Other Assets 68,364 18,024 213 -- 86,601
--------- --------- --------- --------- ---------
Total Assets $ 356,814 $ 470,344 $ 79,690 $ (77,955) $ 828,893
========= ========= ========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 15,723 $ 22,922 $ 9,400 $ -- $ 48,045
Intercompany accounts payable 150 175 8,096 (8,421) --
Accrued liabilities 40,507 21,154 2,994 -- 64,655
Income taxes 6,092 -- 786 -- 6,878
Long-term debt - current portion 10,280 -- 2,748 -- 13,028
--------- --------- --------- --------- ---------
Current liabilities 72,752 44,251 24,024 (8,421) 132,606
Long-term debt - less current portion 497,120 -- 1,653 -- 498,773
Deferred income taxes 1,115 -- -- -- 1,115
Other liabilities 25,040 -- -- -- 25,040
--------- --------- --------- --------- ---------
Total liabilities 596,027 44,251 25,677 (8,421) 657,534
Intercompany accounts (403,230) 373,232 22,958 7,040 --
Shareholders' Equity 164,017 52,861 31,055 (76,574) 171,359
--------- --------- --------- --------- ---------
Total Liabilities and
Shareholders' Equity $ 356,818 $ 470,344 $ 79,690 $ (77,955) $ 828,893
========= ========= ========= ========= =========
</TABLE>
13
<PAGE> 14
EAGLE-PICHER INDUSTRIES, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THREE MONTHS ENDED MAY 31, 1998
<TABLE>
<CAPTION>
FOREIGN
ISSUER GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
-------- ----------- ------------ ------------- --------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $(15,988) $ 6,058 $ 628 $ 3 $ (9,299)
Adjustments to reconcile net income
(loss) to net cash provided by (used in)
operating activities:
Depreciation and amortization 4,595 9,419 999 (61) 14,952
Changes in assets and liabilities 17,996 12,758 1,148 (1,705) 30,197
-------- -------- -------- -------- --------
Net cash provided by (used in)
operating activities 6,603 28,235 2,775 (1,763) 35,850
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3,436) (2,620) (3,008) -- (9,064)
Other (1,989) 21 397 2,132 561
-------- -------- -------- -------- --------
Net cash provided by (used in)
investing activities (5,425) (2,599) (2,611) 2,132 (8,503)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit agreement 14,825 -- -- -- 14,825
Repayments under revolving credit agreement (49,925) -- -- -- (49,925)
Other -- -- (236) -- (236)
-------- -------- -------- -------- --------
Net cash used in
financing activities (35,100) -- (236) -- (35,336)
-------- -------- -------- -------- --------
Increase (decrease) in cash and
cash equivalents (33,922) 25,636 (72) 369 (7,989)
Intercompany accounts 25,976 (25,986) 1,884 (1,874) --
Cash and cash equivalents,
beginning of period 12,115 1,145 5,513 194 18,967
-------- -------- -------- -------- --------
Cash and cash equivalents,
end of period $ 4,169 $ 795 $ 7,325 $ (1,311) $ 10,978
======== ======== ======== ======== ========
</TABLE>
14
<PAGE> 15
EAGLE-PICHER INDUSTRIES, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THREE MONTHS ENDED FEBRUARY 28, 1998
<TABLE>
<CAPTION>
FOREIGN
ISSUER GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
--------- --------- --------- --------- ---------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (4,137) $ 5,055 $ 66 $ (177) $ 807
Adjustments to reconcile net income
(loss) to net cash provided by (used in)
operating activities:
Depreciation and amortization 3,588 8,284 950 -- 12,822
Changes in assets and liabilities (16,059) (9,247) 2,019 575 (22,712)
--------- --------- --------- --------- ---------
Net cash provided by (used in)
operating activities (16,608) 4,092 3,035 398 (9,083)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,300) (1,833) (1,559) -- (5,692)
Other (956) 65 (846) 695 (1,042)
--------- --------- --------- --------- ---------
Net cash provided by (used in)
investing activities (3,256) (1,768) (2,405) 695 (6,734)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt 445,000 445,000
Reduction of long-term debt (250,000) (250,000)
Borrowings under revolving credit agreement 79,100 -- -- -- 79,100
Redemption of common stock (446,638) -- -- -- (446,638)
Issuance of common stock 180,005 -- -- -- 180,005
Debt issue cost (26,062) -- -- -- (26,062)
Other -- -- (360) -- (360)
--------- --------- --------- --------- ---------
Net cash used in
financing activities (18,595) -- (360) -- (18,955)
--------- --------- --------- --------- ---------
Increase (decrease) in cash and
cash equivalents (38,459) 2,324 270 1,093 (34,772)
Intercompany accounts 1,740 (1,740) 899 (899) --
Cash and cash equivalents,
beginning of period 48,834 561 4,344 -- 53,739
--------- --------- --------- --------- ---------
Cash and cash equivalents,
end of period $ 12,115 $ 1,145 $ 5,513 $ 194 $ 18,967
========= ========= ========= ========= =========
</TABLE>
15
<PAGE> 16
EAGLE-PICHER INDUSTRIES, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
FOR THREE MONTHS ENDED MAY 31, 1997
<TABLE>
<CAPTION>
FOREIGN DIVESTED
ISSUER GUARANTORS SUBSIDIARIES DIVISIONS ELIMINATIONS TOTAL
--------- --------- --------- --------- ----- ---------
(IN THOUSANDS OF DOLLARS)
Net Sales
<S> <C> <C> <C> <C> <C> <C>
Customers $ 63,341 $ 125,689 $ 20,546 $ 32,607 $ -- $ 242,183
Intercompany 2,631 2,411 1,278 (8) (6,312) --
Operating Costs and Expenses
Cost of products sold 49,357 105,265 17,058 29,173 (6,275) 194,578
Selling and administrative 11,161 4,843 1,557 2,058 -- 19,619
Intercompany charges (3,277) 2,716 -- 561 -- --
Depreciation 2,922 5,341 882 1,498 -- 10,643
Amortization of intangibles 813 3,258 8 -- -- 4,079
--------- --------- --------- --------- --------- ---------
Total 60,976 121,423 19,505 33,290 (6,275) 228,919
Operating Income (Loss) 4,996 6,677 2,319 (691) (37) 13,264
Other Income (Expense)
Interest expense (7,845) (1) (78) -- -- (7,924)
Other income (expense) (45) (47) (337) 82 -- (347)
--------- --------- --------- --------- ---------- ---------
Income (Loss) Before Taxes (2,894) 6,629 1,904 (609) (37) 4,993
Income taxes 740 2,263 1,381 64 -- 4,448
--------- --------- --------- --------- --------- ---------
Net Income (Loss) $ (3,634) $ 4,366 $ 523 $ (673) $ (37) $ 545
========= ========= ========= ========= ========= =========
</TABLE>
16
<PAGE> 17
EAGLE-PICHER INDUSTRIES, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
FOR SIX MONTHS ENDED MAY 31, 1997
<TABLE>
<CAPTION>
FOREIGN DIVESTED
ISSUER GUARANTORS SUBSIDIARIES DIVISIONS ELIMINATIONS TOTAL
--------- --------- --------- --------- ------------ ---------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
Net Sales
Customers $ 123,651 $ 240,087 $ 40,191 $ 61,861 $ -- $ 465,790
Intercompany 6,096 5,010 2,419 29 (13,554) --
Operating Costs and Expenses
Cost of products sold 96,934 201,082 33,911 56,472 (13,420) 374,979
Selling and administrative 22,383 9,686 3,578 3,696 -- 39,343
Intercompany charges (6,795) 5,228 -- 1,567 -- --
Depreciation 5,788 10,501 1,790 2,930 -- 21,009
Amortization of intangibles 1,626 6,516 13 -- -- 8,155
--------- --------- --------- --------- --------- ---------
Total 119,936 233,013 39,292 64,665 (13,420) 443,486
Operating (Loss) Income 9,811 12,084 3,318 (2,775) (134) 22,304
Other Income (Expense)
Interest expense (16,744) (1) (106) -- -- (16,851)
Other income (expense) 1,371 165 (262) 82 -- 1,356
--------- --------- --------- --------- --------- ---------
Income (Loss) Before Taxes (5,562) 12,248 2,950 (2,693) (134) 6,809
Income taxes 853 4,303 2,195 133 -- 7,484
--------- --------- --------- --------- --------- ---------
Net Income (Loss) $ (6,415) $ 7,945 $ 755 $ (2,826) $ (134) $ (675)
========= ========= ========= ========= ========= =========
</TABLE>
17
<PAGE> 18
EAGLE-PICHER INDUSTRIES, INC.
SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
AS OF NOVEMBER 30, 1997
<TABLE>
<CAPTION>
FOREIGN
ISSUER GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
--------- --------- --------- ------------- ---------
(IN THOUSANDS OF DOLLARS)
ASSETS
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 48,834 $ 561 $ 4,344 $ -- $ 53,739
Receivables 36,541 72,992 21,394 -- 130,927
Intercompany accounts receivable 2,982 3,295 -- (6,277) --
Income tax refunds receivable 3,025 -- -- -- 3,025
Inventories 32,309 48,830 12,432 (1,375) 92,196
Prepaid expenses 5,618 2,401 271 -- 8,290
Deferred income taxes 13,793 -- -- -- 13,793
--------- --------- --------- --------- ---------
Total current assets 143,102 128,079 38,441 (7,652) 301,970
Property, plant and equipment 72,630 135,560 35,348 -- 243,538
Investment in subsidiaries 59,981 5,186 -- (65,167) --
Deferred income taxes 98,991 98,991
Reorganization value in excess of
amounts allocable to identifiable assets 9,746 39,091 -- -- 48,837
Other assets 36,395 16,462 688 -- 53,545
--------- --------- --------- --------- ---------
Total Assets $ 420,845 $ 324,378 $ 74,477 $ (72,819) $ 746,881
========= ========= ========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 16,974 $ 28,257 $ 7,655 $ -- $ 52,886
Intercompany accounts payable -- -- 6,247 (6,247) --
Accrued liabilities 29,404 22,440 3,713 (138) 55,419
Income taxes 2,284 -- 10 -- 2,294
Long-term debt - current portion 80 -- 3,323 -- 3,403
--------- --------- --------- --------- ---------
Current liabilities 48,742 50,697 20,948 (6,385) 114,002
Long-term debt - less current portion 268,320 -- 1,674 -- 269,994
Other liabilities 26,768 -- -- -- 26,768
--------- --------- --------- --------- ---------
Total liabilities 343,830 50,697 22,622 (6,385) 410,764
Intercompany accounts (240,324) 210,930 16,895 12,499 --
Shareholders' Equity 317,339 62,751 34,960 (78,933) 336,117
--------- --------- --------- --------- ---------
Total Liabilities and Shareholders'
Equity $ 420,845 $ 324,378 $ 74,477 $ (72,819) $ 746,881
========= ========= ========= ========= =========
</TABLE>
18
<PAGE> 19
EAGLE-PICHER INDUSTRIES, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR SIX MONTHS ENDED MAY 31, 1997
<TABLE>
<CAPTION>
FOREIGN DIVESTED
ISSUER GUARANTORS SUBSIDIARIES DIVISIONS ELIMINATIONS TOTAL
--------- --------- --------- --------- --------- ---------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (6,415) $ 7,945 $ 755 $ (2,826) $ (134) $ (675)
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 7,414 17,017 1,798 2,930 -- 29,159
Income tax refunds 69,741 -- -- -- -- 69,741
Working capital and other 7,241 633 (379) (2,205) (660) 4,630
--------- --------- --------- --------- --------- ---------
Net cash provided by (used in)
operating activities 77,981 25,595 2,174 (2,101) (794) 102,855
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (4,368) (19,031) (5,188) (677) (29,264)
Other (175) (1,571) (392) (8) 121 (2,025)
--------- --------- --------- --------- --------- ---------
Net cash provided by (used in)
investing activities (4,543) (20,602) (5,580) (685) 121 (31,289)
CASH FLOWS FROM FINANCING ACTIVITIES:
Reduction of long-term debt (69,658) -- -- -- -- (69,658)
Other -- -- 2,311 -- -- 2,311
--------- --------- --------- --------- --------- ---------
Net cash provided by (used in)
financing activities (69,658) -- 2,311 -- -- (67,347)
--------- --------- --------- --------- --------- ---------
Increase (decrease) in cash and
cash equivalents 3,780 4,993 (1,095) (2,786) (673) 4,219
Intercompany accounts 1,934 (4,810) 123 2,794 (41) --
Cash and cash equivalents,
beginning of year 26,089 553 5,985 98 -- 32,725
--------- --------- --------- --------- --------- ---------
Cash and cash equivalents
end of year $ 31,803 $ 736 $ 5,013 $ 106 $ (714) $ 36,944
========= ========= ========= ========= ========= =========
</TABLE>
19
<PAGE> 20
EAGLE-PICHER INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
C. BASIC EARNINGS PER SHARE
The calculation of net income (loss) per share is based upon the average
number of common shares outstanding, which was 9,555,560 in the three months
ended February 28, 1998, 10,000,000 in the six months ended May 31, 1997, and
100 and 10,000,000 in the three months ended May 31, 1998 and 1997,
respectively. In 1998, 100 shares were outstanding after the acquisition. Prior
to the acquisition, 10,000,000 shares were outstanding.
D. INTANGIBLE ASSETS
Excess of acquired net assets over cost is being amortized on a
straight-line basis over fifteen years. The recoverability of these assets is
evaluated periodically based on current and estimated future cash flows of each
of the related business units over the remaining amortization period.
Reorganization value in excess of amounts allocable to identifiable assets was
being amortized on a straight-line basis over four years.
E. LEGAL MATTERS
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 managements' 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.
20
<PAGE> 21
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
As a result of the Acquisition of the Company by Granaria Industries B.V.
from the Trust as of February 24, 1998, which was accounted for as a purchase,
the Company's results of operations and financial position for periods after
February 24, 1998 are not comparable to prior periods. The unaudited condensed
consolidated statement of income (loss) as of February 28, 1998 includes results
of operations from (1) December 1, 1997 through February 24, 1998 of the
Predecessor Company and (2) February 25 through February 28, 1998 of the
Company.
In addition to the effects of the Acquisition, another factor affecting
comparability of operations is the sale of the Plastics, Transicoil and Fabricon
Products divisions in 1997. The Company also contributed the assets of its
former Suspension Systems division to Eagle-Picher-Boge, L.L.C., a joint venture
formed in 1997 in which the Company has a 45% interest. These divisions are
collectively referred to as the "Divested Divisions."
The following table sets forth certain sales and operating data, net of all
inter-segment transactions, for the Company's businesses for the periods
indicated:
<TABLE>
<CAPTION>
Three months ended
Three months ended ------------------ Six months ended
May 31 May 31 Feb. 28 May 31
1998 1997 1998 1998 1997
---- ---- ---- ---- ----
(In millions of dollars)
Predecessor Predecessor Predecessor
Net sales by segment:
<S> <C> <C> <C> <C> <C>
Industrial $ 36.4 $ 54.8 $ 36.4 $ 37.6 $104.9
Machinery 68.9 68.9 68.9 64.4 133.6
Automotive 114.6 118.5 114.6 103.8 227.3
----- ----- ----- ----- -----
Total $219.9 $242.2 $219.9 $205.8 $465.8
===== ===== ===== ===== =====
EBITDA by segment:
Industrial $ 7.1 $ 8.6 $ 7.1 $ 6.6 $ 15.7
Machinery 10.9 8.3 10.9 7.8 16.3
Automotive 17.8 16.6 17.8 15.2 30.0
Corporate overhead (5.7) (5.5) (5.7) (3.7) (10.5)
----- ----- ----- ----- -----
$ 30.1 $ 28.0 $ 30.1 $ 25.9 $ 51.5
====== ===== ===== ===== =====
Total
</TABLE>
Net Sales. The Company's net sales were $219.9 million for the second quarter
ended May 31, 1998, a decrease of $22.3 million or 9.2% from the comparable
period of 1997. Included in the results of the second quarter of 1997 are $32.6
million of sales of the Divested Divisions, which, if excluded, would result in
an increase in the Company's quarterly net sales of approximately 4.9%.
21
<PAGE> 22
Net sales of Industrial products, excluding net sales of the Divested
Divisions, decreased 17.9% in the second quarter of 1998 from the comparable
period in 1997, due primarily to decreased sales of germanium products.
Germanium sales have been affected by lower market prices which have resulted
from increased supplies, the completion of a major satellite project and the
increased use of recycled germanium by the Company's customers in response to
sharp increases in germanium prices which took place in 1996. Since the
customers now supply a larger portion of the Company's raw materials, the sales
volume is less as a toll refiner than as a buyer and seller of germanium.
Operating margins, however, have been maintained.
Net sales for the Machinery Group in the second quarter of 1998, excluding
the Divested Divisions, increased 7.9% due in part to an increase in demand for
heavy-duty fork lift trucks. Although demand remains low for special purpose
can-washing equipment, resources at that operation have been successfully
redeployed to produce and market other industrial machinery, which also
contributed to the increased net sales of the Machinery Group.
The Automotive Group's net sales, excluding the Divested Divisions, increased
13.0% primarily due to increased market penetration of precision machined
components, many of which are used in light trucks, vans and sport utility
vehicles which have recently grown in popularity. Volumes of fuel systems have
also increased as new programs are implemented.
The Ford Motor Company ("Ford") has recently notified the Company that it
will no longer purchase certain products from the Automotive Group. Sales
contributed by those products in 1997 were $19.4 million. The Company
anticipates that these programs will be discontinued gradually through 1999 and
that this revenue will be replaced by new programs currently being implemented.
The current strike by the United Auto Workers at certain General Motors
Corporation ("GM") plants has not impacted the second quarter results of the
Automotive Group. However, the third quarter of 1998 could be significantly
impacted. Some of the Automotive Group operations have experienced lay-offs as a
result of the strike at GM. Historically, the third quarter results of the
Automotive Group are depressed as most of the automobile companies shut their
plants for two weeks in July to retool for new model years.
Since the 1980's, original equipment manufacturers ("OEM's") such as Ford, GM
and the Chrysler Corporation have been outsourcing an increasing percentage of
their production requirements. OEM's benefit from outsourcing because outside
suppliers generally have significantly lower cost structures and can assist in
shortening development periods for new products. The Company expects to continue
to benefit from the trend toward outsourcing.
The Company expects strong price pressure to continue across all product
lines, particularly in the Automotive Group. The Company will continue to pursue
productivity improvements and material cost reductions to mitigate such price
pressure.
Historically, sales to certain Asian markets have been insignificant to the
Company's total net sales; therefore, the current economic conditions in Asia
have not had, nor are they expected to have, a material adverse effect on the
Company's operations. The Company believes that despite these conditions, the
Asian region has solid long-term growth opportunities and will continue to
explore these opportunities.
Cost of Products Sold. Cost of products sold, excluding depreciation expense,
decreased by $25.0 million or 12.8% from the second quarter of 1997 compared to
the comparable period in 1998. Excluding the results of Divested Divisions, as a
percentage of sales, cost of products sold declined from 78.9% in the second
quarter of 1997 to 77.1% in the second quarter of 1998. Reasons for this decline
include better absorption of overhead due to increased sales volumes and
improved performance at certain start-up operations.
22
<PAGE> 23
Selling and Administrative. Selling and administrative expenses increased by
$.7 million or 3.4% in the quarter ended May 31, 1998 from the quarter ended May
31, 1997. Excluding results of Divested Divisions, these expenses increased $2.5
million or 14.1% over the same time frame. Besides a general increase due to
activity relating to increased sales volumes, items contributing to this
increase include management fees now payable to Granaria Industries B.V. and a
retention program for mid-level management.
Depreciation and Amortization. Depreciation and amortization are not
comparable for the three months ended May 31, 1998 and 1997 due to the
differences in asset bases as a result of the Acquisition on February 24, 1998.
EBITDA. The Company defines EBITDA as earnings before interest, taxes,
depreciation, amortization and management expenses. Due to the differences in
the asset bases, it is preferable to compare EBITDA rather than operating
income. EBITDA increased from $28.0 million in the three months ended May 31,
1997 to $30.1 million for the same period in 1998 or 7.5%. The increase is 14.0%
after excluding the results of Divested Divisions. In the second quarter of
1998, EBITDA for the Industrial Group declined to $7.1 million from $8.6 million
in the comparable period of 1997. Excluding the results of Divested Divisions,
this decline was $.4 million or 5.3% on a 17.9% decrease in sales. As previously
mentioned, although lower germanium prices have contributed to reduced sales,
EBITDA has remained relatively consistent as did results at other Industrial
Group operations.
In the Machinery Group, EBITDA increased from $8.3 million in the second
quarter of 1997 to $10.9 million in the same period of 1998. Excluding results
of the Divested Divisions, the increase was $3.1 million. Reasons for this
increase include a shift in product mix toward more profitable products at
operations manufacturing special-purpose batteries, better absorption of
overhead on increased sales volumes at the other industrial equipment facilities
previously mentioned and improved efficiencies at the aluminum foundry.
EBITDA for the Automotive Group increased to $17.8 million in the second
quarter of 1998 from $16.6 million in the same period in the prior year.
Excluding the results of Divested Divisions, the increase was 7.9%. This
increase results from the increased volumes previously discussed.
Interest Expense. Interest expense for the three months ended May 31, 1998
and 1997 was $12.6 million and $7.9 million, respectively. In 1997, interest
expense included interest on the $250 million Subordinated Debentures held by
the Trust which were retired upon the Acquisition and the $50 million
Divestiture Notes retired in August 1997. In 1998, the increase in interest was
attributable to the borrowings against the new credit facility totaling $304.1
million, the issuance of $220 million in Subordinated Notes and the issuance of
an additional $8 million industrial revenue bond in June 1997.
FINANCIAL CONDITION
The Company generated cash from operations in the second quarter of 1998
despite the net loss of $9.3 million. EBITDA of $30.1 was sufficient to cover
interest payments of $7.1 million and capital expenditures of $9.1 million. The
receivables were at high levels at February 28, 1998, primarily due to February
being a short month. Receivables are at what would be considered a more normal
level at May 31, 1998, resulting in an influx of cash in the second quarter of
$14.4 million. After drawing down cash balances by $8.0 million, the Company was
able to repay $35.1 million of the debt incurred upon the Acquisition.
23
<PAGE> 24
The Company's liquidity needs are primarily for debt service and capital
maintenance. The Company has scheduled debt payments of $5.3 million in the
second half of 1998 and $10.4 million in 1999. The Company anticipates that
capital spending will be approximately $15.0 to $18.0 million in the second half
of 1998.
The Company believes that its cash flows from operations and available
borrowings under its bank credit facilities will be sufficient to fund its
anticipated liquidity requirements for the next twelve months. In the event that
the foregoing sources are not sufficient to fund the Company's expenditures and
service its indebtedness, the Company would be required to raise additional
funds.
YEAR 2000
The Company is performing a comprehensive review to identify the systems
affected by the Year 2000 issue. A project committee meets regularly to review
the status of the investigation into and resolution of Year 2000 issues. As a
result of the committee's progress to date, the Company expects to modify or
upgrade existing systems and, in some cases, replace systems. The Company does
not expect to spend any significant incremental amounts with outside contractors
to complete any necessary modifications or conversions, but is redeploying
existing internal resources. The Company presently believes that through the
planned modification to existing systems and conversion to new systems, as well
as ongoing correspondence with suppliers and customers, the Year 2000 issue will
be resolved on a timely basis, and any related costs will not have a material
impact on the results of operations, cash flows or financial condition of the
Company.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains statements which, to the extent that they are not
recitations of historical fact, constitute "forward looking statements" within
the meaning of 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. Such
forward-looking information involves important risks and uncertainties that
could materially alter results in the future from those expressed in any
forward-looking statements made by, or on behalf of, the Company. These risks
and uncertainties include, but are not limited to, the ability of the Company to
maintain existing relationships with long-standing customers, the ability of the
Company to successfully implement productivity improvements, cost reduction
initiatives, facilities expansion and the ability of the Company to develop,
market and sell new products and to continue to comply with environmental laws,
rules and regulations. Other risks and uncertainties include uncertainties
relating to economic conditions, acquisitions and divestitures, government and
regulatory policies, technological developments and changes in the competitive
environment in which the Company operates. Persons reading this Form 10-Q are
cautioned that such statements are only predictions and that actual events or
results may differ materially. In evaluating such forward-looking statements,
readers should specifically consider the various factors which could cause
actual events or results to differ materially from those indicated by such
forward-looking statements.
24
<PAGE> 25
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's $225 million term loan facility (the "Term Loan Facility")
bears interest at a variable rate equal to either (a) the average daily rate on
overnight U.S. federal funds transactions ("Federal Funds Rate"), or (b) the
London Interbank Offered Rate shown on Telerate Page 3750 for the applicable
interest period ("LIBOR"), plus, in either case, an applicable spread.
On February 26, 1998, the Company entered into a three year interest rate
swap agreement with its lead bank to partially hedge its interest rate risk on
the Term Loan Facility. Under this agreement the Company pays a fixed rate of
5.805% on a notional amount of $150 million and receives LIBOR on that amount.
This swap transaction effectively fixes the interest rate on $150 million of the
Term Loan Facility at 5.805% plus the applicable spread for the duration of the
interest rate swap.
The remaining $75 million of the Term Loan Facility bears interest at the
variable rates described above. Accordingly, a 1% increase in an applicable
index rate would result in additional interest expense of $750,000 per year.
25
<PAGE> 26
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10.29 Share Appreciation Plan of Eagle-Picher Industries, Inc.
27.1 Financial Data Schedule
(b) Reports on Form 8-K--None
26
<PAGE> 27
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/ David S. Hall
------------------------------------
David S. Hall
Senior Vice President - Finance and
Chief Financial Officer
DATE June 29, 1998
27
<PAGE> 28
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/ David S. Hall
------------------------------------
David S. Hall
Senior Vice President - Finance and
Chief Financial Officer
DATE June 29, 1998
28
<PAGE> 29
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/ David G. Krall
------------------------------------
David G. Krall
Secretary
DATE June 29, 1998
29
<PAGE> 30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER DEVELOPMENT COMPANY, INC.
/s/ David G. Krall
------------------------------------
David G. Krall
Secretary
DATE June 29, 1998
30
<PAGE> 31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER FAR EAST, INC.
/s/ David G. Krall
------------------------------------
David G. Krall
Secretary
DATE June 29, 1998
31
<PAGE> 32
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER FLUID SYSTEMS, INC.
/s/ David G. Krall
------------------------------------
David G. Krall
Secretary
DATE June 29, 1998
32
<PAGE> 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 MINERALS, INC.
/s/ David G. Krall
------------------------------------
David G. Krall
Secretary
DATE June 29, 1998
33
<PAGE> 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 TECHNOLOGIES, LLC
/s/ William E. Long
------------------------------------
William E. Long
President
DATE June 29, 1998
34
<PAGE> 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.
HILLSDALE TOOL & MANUFACTURING CO.
/s/ David G. Krall
------------------------------------
David G. Krall
Secretary
DATE June 29, 1998
35
<PAGE> 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.
MICHIGAN AUTOMOTIVE RESEARCH CORPORATION
/s/ David G. Krall
------------------------------------
David G. Krall
Assistant Secretary
DATE June 29, 1998
36
<PAGE> 37
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
10.29 Share Appreciation Plan of Eagle-Picher Industries, Inc.
27.1 Financial Data Schedule (submitted electronically to the
Securities and Exchange Commission for its information)
</TABLE>
37
<PAGE> 1
Exhibit 10.29
SHARE APPRECIATION PLAN OF
EAGLE-PICHER INDUSTRIES, INC.
Section 1. Purpose. The Share Appreciation Plan is intended to further
the attainment of the profit and growth objectives of Eagle-Picher Industries,
Inc. (the "Company") and its subsidiaries by providing incentive to key
executives whose management and individual performance have a direct impact on
achieving those objectives. The Plan also is expected to encourage the continued
employment of the Company's and its subsidiaries' key executives and to
facilitate the recruiting of executive personnel in the future. The Plan is not
intended to be an "employee pension benefit plan" within the meaning of Section
3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
Section 2. Definitions. As used herein, the following terms shall have
the following meanings:
(a) "Affiliate" means any entity if, (i) the Company, directly or
indirectly, owns at least 50% of the combined voting power of all classes of
stock of such entity or at least 50% of the ownership interests in such entity,
(ii) such entity, directly or indirectly, owns at least 50% of the combined
voting power of all classes of stock of the Company, or (iii) such entity is at
least 50% owned (directly or indirectly) by one or more entities described in
(i) or (ii) above.
(b) "Capitalized Earnings Value" means a US Dollar amount equal to the
excess of (i) the sum of 6.54 times EBITDA for the Company's and its
Subsidiaries' most recently ended fiscal year plus cash and cash equivalents of
the Company and its Subsidiaries (but only to the extent the total of such cash
and cash equivalents exceeds $15 million) over (ii) the principal amount of
outstanding debt of the Parent, the Company and its Subsidiaries owing to banks,
or owing with respect to securities issued by the Parent, the Company or by any
of its Subsidiaries and the aggregate liquidation preference of all outstanding
preferred stock issued by the Parent. The calculation of Capitalized Earnings
Value shall be as of the Company's and the Company's Subsidiaries' most recently
ended fiscal year.
(c) "Award Date" of Units means the date of the letter whereby the
Committee announces in writing the award of the Units to a Participant.
(d) "Base Value" of a Unit shall mean the Unit Value of the Unit as of
the Award Date.
(e) "Beneficiary" means the person, persons, trust or trusts which have
been designated by a Participant in his or her most recent written beneficiary
designation filed with the Committee to receive the Participant's rights under
the Plan upon the Participant's death, or, if there is no such designation or no
such designated person survives the Participant, then the person, persons, trust
or trusts entitled by will or applicable law to receive such rights or, if no
such person has such right then the Participant's executor or administrator.
<PAGE> 2
(f) "Change of Control Date" shall mean the date as of which (i) any
person who as of February 25, 1998 does not beneficially own, directly or
indirectly, voting stock of the Company shall acquire (including by purchase or
merger) direct or indirect beneficial ownership of more than 50% of the voting
stock of the Company (or any successor of the Company) or (ii) substantially all
of the assets of the Company are sold, disposed of or liquidated.
(g) "Committee" shall mean the committee described in Section 3.
(h) "Company" shall mean Eagle-Picher Industries, Inc., or any
successor corporation.
(i) "EBITDA" (except to the extent modified according to the first
sentence of Section 3(c) if applicable) shall have the meaning such term has in
the Credit Agreement among E-P Acquisition, Inc., various lenders, and ABN AMRO
Bank N.V. as Agent, dated February 19, 1998.
(j) "Exercise Date" of a Unit shall mean the date on which the
Participant gives notice or is deemed to give notice as provided in Section 7 of
the exercise of his right to payment with respect to a vested Unit.
(k) "Incapacitated" shall mean permanently and totally disabled within
the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended.
(l) "Net Appreciation" of a Unit shall mean the excess, if any, of the
Unit Value of the Unit as of the Exercise Date over the Base Value of the Unit.
(m) "Parent" shall mean Eagle Picher Holdings, Inc., or any other US
entity of which the Company is a Subsidiary.
(n) "Participant" shall mean any key employee of the Company or of a
Subsidiary or Affiliate of the Company who, in the opinion of the Committee, is
in a position to have a direct and significant impact on achieving the Company's
profit and growth objectives and to whom the Committee awards Units.
(o) "Plan" shall mean this Share Appreciation Plan in its entirety,
including any amendments, rules and regulations adopted pursuant hereto.
(p) "Subsidiary" of any person shall mean any entity in which the
person owns, directly or indirectly, at least 50% of the combined voting power
of all classes of stock or at least 50% of the ownership interests.
(q) "Unit" shall mean one of the participating shares in the Plan
established pursuant to Section 5 representing the right, subject to the
provisions of the Plan, to receive a cash payment from the Company equal to the
Net Appreciation with respect to such Unit, which right has been awarded to a
Participant pursuant to the Plan.
(r) "Unit Value" of a Unit means the Capitalized Earnings Value as of
that date divided by the sum of (i) one hundred million plus (ii) the number of
Units that have been awarded and
-2-
<PAGE> 3
have neither been forfeited nor exercised under the Plan as of such date, plus
(iii) the amount determined by the Committee pursuant to the second sentence of
Section 3(c); provided, however that on or before November 30, 1998, the Unit
Value of a Unit shall be $1.00.
Section 3. Administration.
(a) The Committee shall be composed of three individuals each of whom
shall continue to serve until he resigns, dies or is Incapacitated. Initially,
the members of the Committee shall be Thomas E. Petry, Joel P. Wyler and Andries
Ruijssenaars. In the event that either Mr. Petry or Mr. Ruijssenaars shall
resign, die or be Incapacitated, the remaining members of the Committee shall
appoint his successor. In the event that Mr. Wyler shall resign, die, or be
Incapacitated, his successor shall be appointed by Granaria Holdings B.V.
(b) The Plan shall be administered by and in the sole discretion of the
Committee which, by vote of a majority of the members, but only if Mr. Wyler (or
his successor appointed by Granaria Holdings, B.V.) is included in the majority,
may establish such rules and regulations as it deems necessary, make amendments
consistent with Section 10(d), make adjustments in the calculation of EBITDA and
Unit Value pursuant to Section 3(c), interpret the Plan and otherwise make all
determinations and take such action in connection with the Plan as it deems
appropriate.
(c) From time to time, the Committee in its sole discretion may make
adjustments in the Company's consolidated earnings derived from operations
before interest, taxes, depreciation and amortization determined in accordance
with GAAP for purposes of calculating EBITDA so that changes in accounting
principles; extraordinary or unusual charges or credits; acquisitions, mergers,
consolidations, and other corporate transactions; and other elements or factors
influencing calculation of EBITDA do not distort or affect the operation of the
Plan in a manner inconsistent with the achievement of its purposes. From time to
time, the Committee in its sole discretion may increase the divisor for purposes
of calculating Unit Value to take into account any contribution to the equity
capital of the Company or any of its Subsidiaries or the proceeds of any
issuance of shares of equity capital by the Company or any of its Subsidiaries
and in its sole discretion may adjust any such increase to take into account
subsequent events.
(d) The decisions of the Committee shall be final, conclusive, and
binding upon all parties. In administering the Plan, the Committee may employ
accountants and counsel (who may be the independent auditors and outside counsel
for the Company) and other persons to assist or render advice to it, all at the
expense of the Company.
Section 4. Eligibility.
(a) The Committee shall designate those persons who shall be
Participants and shall award Units to each Participant.
(b) The Committee shall record the award of Units in writing and shall
notify the affected Participant of such award in writing. Each award of Units to
a Participant shall be evidenced by a written agreement which shall contain such
provisions and be subject to any conditions or limitations as the Committee in
each instance shall deem appropriate and not
-3-
<PAGE> 4
inconsistent with the provisions of this Plan. The Committee may at any time
award an additional number of Units to a Participant.
Section 5. Establishment of Units.
(a) The Company hereby establishes an aggregate maximum of 5,000,000
participating shares in the Plan (the "Units"), each of which shall represent an
equal, undivided interest in the future appreciation in Capitalized Earnings
Value in accordance with the terms of this Plan.
(b) The Units do not, in and of themselves, constitute a share of, nor
represent any ownership interest in, the Company. No Participant or Beneficiary
shall have any rights of a shareholder by virtue of an award of Units hereunder.
The Units represent, upon vesting and exercise as provided in Sections 6 and 7,
only the right to receive cash as provided in Section 8.
(c) Any Units forfeited by a Participant pursuant to Section 6 or
Section 11(h) (or pursuant to the terms of the written agreement evidencing
their award) shall be available for subsequent award pursuant to this Plan to
other Participants.
Section 6. Vesting. A Participant's rights to exercise Units shall vest
in accordance with this paragraph 6. One fifth of the Units awarded will vest on
each of the first five anniversaries of the Award Date. In the event that a
Participant ceases to be an employee of the Company or any Affiliate for any
reason other than by reason of death or being Incapacitated, any of the
Participant's Units that have not yet vested as of the date of such termination
of his employment shall be forfeited. By written notice to the Participant at
the time he is notified of the award, the Committee may determine to apply a
different vesting schedule to the Units awarded. The Units of a Participant who
dies or is Incapacitated while employed by the Company or any Affiliate shall be
immediately 100% vested as of the date of death or incapacity. The Units of a
Participant who is employed by the Company or any Affiliate on any Change of
Control Date shall be immediately 100% vested as of the Change of Control Date.
At any time, the Committee may accelerate the vesting schedule applicable to a
particular Participant by notifying the Participant in writing.
Section 7. Exercise of Rights.
(a) Upon the exercise of the rights relating to vested Units, a
Participant will be entitled to receive payment for Net Appreciation of vested
Units pursuant to the terms of Section 8. Subject to Section 10(b), vested Units
may be exercised by the Participant at any time after the sixth anniversary of
the Award Date of such Units. On the date a Participant ceases, for any reason,
to be employed by the Company and any Affiliate other than by reason of death or
being Incapacitated, he shall forfeit all non-vested Units awarded to him. If
such employment is terminated for any reason other than for Misconduct as
defined in Section 11(h) herein, all vested but unexercised Units shall be
deemed to have been immediately exercised and the Exercise Date shall be the
date of termination of such employment.
-4-
<PAGE> 5
(b) Except in case the Participant ceases to be employed by the Company
or any Affiliate, the Participant must give written notice of any exercise of
rights with regard to vested Units to the Committee. Such written notice must be
given in the manner or form as the Committee may determine. In the event a
Participant wishes to exercise fewer than all of his vested Units, the notice of
exercise shall specify the number of Units that he wishes to exercise and (if
the Participant holds vested Units awarded at different times) the Award Date of
the Units he wishes to exercise. Any exercise of rights will be deemed to have
been made on the date such notice is received by the Committee (the "Exercise
Date").
Section 8. Payment for Units.
(a) Upon exercise by a Participant of any vested Units, the Participant
will be entitled to payment for the number of vested Units exercised multiplied
by their Net Appreciation.
(b) Payment for any exercised vested Units shall be made in cash in US
Dollars.
(c) The Company or the Subsidiary that employs the Participant shall
pay the Participant the amount described in paragraph (a) of this Section 8
within 30 days after the later of the Exercise Date of the vested Units or the
date the Committee receives audited financial statements for the Company's most
recently ended fiscal year that ended on or prior to the Exercise Date.
Following such payment, the Company shall reduce on its records the total number
of Units held by the Participant by the number of Units so exercised.
(d) No Participant shall be obligated to make any payments to the
Company in the event that the Net Appreciation of his Units at any time is less
than zero.
(e) If a Participant dies or becomes Incapacitated while the
Participant is employed by the Company or any of its Affiliates, all Units of
the Participant not previously exercised shall be deemed exercised as of the
date of such death or incapacity (which shall be the Exercise Date).
Section 9. Designation of Beneficiaries.
(a) Each Participant shall file with the Committee a written
designation of one or more persons or trusts as the Beneficiary who shall be
entitled to receive the amount, if any, payable under the Plan upon his death. A
Participant may, from time to time, revoke or change his Beneficiary designation
without the consent of any prior Beneficiary by filing a new designation with
the Committee. The last such designation received by the Committee shall be
controlling; provided, however, that no designation, or change or revocation
thereof, shall be effective unless received by the Committee prior to the
Participant's death, and in no event shall it be effective as of a date prior to
such receipt.
(b) If the Committee is in doubt as to the right of any person to
receive such amount, the Committee may retain such amount, without liability for
any interest thereon, until the rights thereon are determined, or the Committee
may pay such amount into any court of appropriate
-5-
<PAGE> 6
jurisdiction and such payment shall be a complete discharge of the liability of
the Plan, the Company, and the Committee therefor.
Section 10. Conversion and Termination
(a) In the event that a class of common stock of either the Company or
of any corporation of which the Company is a Subsidiary shall be or become
publicly traded on a securities exchange in the United States or listed on the
NASDAQ National Market System, the Committee may, in its discretion, convert all
awards of Units then outstanding into equivalent options to purchase such
publicly traded common stock; provided, however, that with respect to each
Participant, as of the date of such conversion, the excess of the aggregate fair
market value of all the shares of common stock subject to the Participant's
purchase option (as measured by the closing trading price on the trading day
immediately preceding the date of conversion) over their option exercise price
shall be at least equal to the aggregate Net Appreciation of the Units held by
the Participant immediately before the conversion.
(b) No Unit shall be exercisable after the tenth anniversary of the
Award Date of the Unit; any Unit not exercised on or before the tenth
anniversary of the Award Date of the Unit shall be forfeited.
Section 11. Miscellaneous.
(a) Nothing in the Plan shall confer upon any Participant the right to
continue in the employ of, or to continue as a director of the Company, or any
Affiliate, as the case may be, or to be entitled to any remuneration or benefits
not set forth in the Plan or to interfere with or limit in any way the right of
the Company or any Affiliate to terminate such Participant's employment or
directorship.
(b) The Company and any Affiliate are authorized to withhold from any
payment of cash with respect to Units under the Plan, amounts of withholding and
other taxes due in connection with such payment, and to take such other action
as the Committee may deem advisable to enable the Company and a Participant to
satisfy obligations for the payment of withholding taxes and other tax
obligations relating to any Unit or payment with respect to any Unit.
(c) The Committee may at any time and from time to time alter, amend,
suspend, or terminate the Plan in whole or in part. Notwithstanding the
foregoing, no amendment shall affect adversely any of the rights of any
Participant without such Participant's consent.
(d) Except as provided in Section 4, no person shall have any claim to
Units under the Plan. The Units are not shares in the Company and do not
represent any ownership interest in the Company. No Participant or Beneficiary
shall have any rights of a shareholder by virtue of an award of Units hereunder.
Participants shall have no rights as a stockholder. The Plan is for the benefit
of the Participants and their Beneficiaries and not for the benefit of any other
person.
-6-
<PAGE> 7
(e) Neither the Units nor any interest in Units shall be subject in any
manner to anticipation, alienation, pledge, transfer, or assignment, except by
will or by the laws of descent and distribution or with the written consent of
the Committee, and any attempt to so anticipate, alienate, pledge, transfer, or
assign shall be void and the interest of the Participant in such Units shall be
forfeited.
(f) Neither the granting of nor any payout of Units under the Plan
shall limit a Participant's right to receive, or to be eligible for, any other
compensation or benefits from the Company.
(g) Awards and payouts of Units will not be considered as compensation
for the purpose of computing employee contributions or benefits under the
Company's retirement, pension, thrift, group life insurance or other employee
benefit plan.
(h) In the event a Participant's employment is terminated for
"Misconduct," then all his vested Units shall be forfeited. The term
"Misconduct" shall mean (i) repeated or prolonged failure to report for work
after written warning by the Company or any of its Subsidiaries other than due
to illness or authorized leave of absence; (ii) conviction of a felony; (iii) an
act of fraud, embezzlement or dishonesty; (iv) deliberate and intentional
violation of the material policies or procedures of the Company; or (v)
deliberate and intentional disregard of direct instructions from the Company's
executive officers or the Board of Directors.
(i) Any payment by the Company shall be from the general funds of the
Company. No special or separate fund shall be established or other segregation
of assets made to assure any cash payment by the Company under the Plan. No
Participant or other person shall have under any circumstances any interest
whatever in any particular property or assets of the Company.
(j) If any provision of the Plan shall be determined to be illegal and
unenforceable by any court of law, the remaining provisions shall be severable
and enforceable in accordance with their terms.
(k) This Plan and all determinations made and actions taken pursuant
hereto shall be governed by the laws of the State of Ohio.
Section 11. Effective Date. The Plan shall be effective as of
May 5 , 1998.
-7-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS) AND THE CONDENSED
CONSOLIDATED BALANCE SHEET AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000030927
<NAME> EAGLE PICHER INDUSTRIES, INC.
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-START> MAR-01-1997
<PERIOD-END> MAY-31-1997
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 242,183
<TOTAL-REVENUES> 242,183
<CGS> 194,578
<TOTAL-COSTS> 194,578
<OTHER-EXPENSES> 34,341
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,924
<INCOME-PRETAX> 4,993
<INCOME-TAX> 4,448
<INCOME-CONTINUING> 545
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 545
<EPS-PRIMARY> .05
<EPS-DILUTED> .05
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS) AND THE CONDENSED
CONSOLIDATED BALANCE SHEET AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000030927
<NAME> EAGLE PICHER INDUSTRIES, INC.
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> MAR-01-1998
<PERIOD-END> MAY-31-1998
<EXCHANGE-RATE> 1
<CASH> 10,978
<SECURITIES> 0
<RECEIVABLES> 122,919
<ALLOWANCES> 1,662
<INVENTORY> 90,843
<CURRENT-ASSETS> 252,426
<PP&E> 248,675
<DEPRECIATION> 9,813
<TOTAL-ASSETS> 828,893
<CURRENT-LIABILITIES> 132,606
<BONDS> 498,773
0
0
<COMMON> 180,005
<OTHER-SE> 8,646
<TOTAL-LIABILITY-AND-EQUITY> 828,893
<SALES> 219,921
<TOTAL-REVENUES> 219,921
<CGS> 169,575
<TOTAL-COSTS> 169,575
<OTHER-EXPENSES> 51,878
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,554
<INCOME-PRETAX> 13,760
<INCOME-TAX> 4,461
<INCOME-CONTINUING> 9,299
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,299
<EPS-PRIMARY> 92,990,000
<EPS-DILUTED> 92,990,000
</TABLE>
