<PAGE> 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 29, 2000 Commission file number 333-49957-01
-------------
EAGLE-PICHER HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3989553
- --------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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 X No
----- -----
Indicate by check mark whether the additional registrant, Eagle-Picher
Industries, Inc., has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes X No
----- -----
625,001 shares of Class A common capital stock, $.01 par value each, were
outstanding at April 11, 2000.
374,999 shares of Class B common capital stock, $.01 par value each, were
outstanding at April 11, 2000.
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TABLE OF ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
Jurisdiction of IRS Employer
Incorporation or Commission File Identification
Name Organization Number Number
---- ------------ ------ ------
<S> <C> <C> <C>
Eagle-Picher Industries, Inc. Ohio 333-49957 31-0268670
Daisy Parts, Inc. Michigan 333-49957-02 38-1406772
Eagle-Picher Development Co., Inc. Delaware 333-49957-03 31-1215706
Eagle-Picher Far East, Inc. Delaware 333-49957-04 31-1235685
Eagle-Picher Minerals, Inc. Nevada 333-49957-06 31-1188662
Eagle-Picher Technologies, LLC Delaware 333-49957-09 31-1587660
Hillsdale Tool & Manufacturing Co. Michigan 333-49957-07 38-0946293
EPMR Corporation (f/k/a Michigan
Automotive Research Corp.) Michigan 333-49957-08 38-2185909
</TABLE>
2
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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................................. 18
Item 3. Quantitative and Qualitative Disclosures About Market Risk...... 26
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................ 27
Signatures............................................................... 28
Exhibit Index............................................................ 37
3
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)(UNAUDITED)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
February 29(28)
2000 1999
---- ----
<S> <C> <C>
Net Sales $221,843 $194,443
------- --------
Operating Costs and Expenses:
Cost of products sold (exclusive
of depreciation) 177,568 151,746
Selling and administrative 19,214 18,264
Depreciation 12,312 10,112
Amortization of intangibles 4,137 4,020
Proceeds from insurance settlement (16,000) --
Gain on sales of divisions (9,976) --
Gain on sales of assets (162) (34)
------- --------
187,093 184,108
------- --------
Operating Income 34,750 10,335
Interest expense (13,022) (11,342)
Other income(expense) (131) 169
------- --------
Income (Loss) Before Taxes 21,597 (838)
Income Taxes 11,000 300
------- --------
Net Income (Loss) $10,597 $ (1,138)
======= ========
Income (Loss) Applicable to
Common Shareholders $ 7,637 $ (3,632)
======= ========
Income (Loss) per Common Share $ 7.64 $ (3.63)
======= ========
Comprehensive Income Loss $ 9,579 $ (2,109)
======= ========
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
4
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EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
February 29 November 30
ASSETS 2000 1999
---- ----
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 11,528 $ 10,071
Receivables, less allowances 120,920 122,499
Inventories:
Raw materials and supplies 48,355 46,448
Work in process 29,122 27,669
Finished goods 17,341 16,382
-------- --------
94,818 90,499
Net assets of operations to be sold 28,206 64,201
Prepaid expenses 9,795 7,063
Deferred income taxes 14,565 16,665
-------- --------
Total current assets 279,832 310,998
-------- --------
PROPERTY, PLANT AND EQUIPMENT 323,021 319,778
Less accumulated depreciation 76,513 67,318
-------- --------
Net property, plant and equipment 246,508 252,460
-------- --------
EXCESS OF ACQUIRED NET ASSETS OVER COST, net of
accumulated amortization of $30,153 and
$26,212, respectively 207,961 205,565
-------- --------
OTHER ASSETS 70,935 72,977
-------- --------
Total Assets $805,236 $842,000
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 50,911 $ 50,588
Long-term debt - current portion 74,009 86,318
Income taxes 10,817 2,291
Other current liabilities 71,073 63,869
-------- --------
Total current liabilities 206,810 203,066
LONG-TERM DEBT - less current portion 408,683 457,761
DEFERRED INCOME TAXES 10,086 10,086
OTHER LONG-TERM LIABILITIES 22,811 23,820
-------- --------
Total Liabilities 648,390 694,733
-------- --------
11-3/4% CUMULATIVE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK; authorized 50,000 shares;
issued and outstanding 14,191 shares 100,916 97,956
-------- --------
</TABLE>
5
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EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
February 29 November 30
2000 1999
---- ----
<S> <C> <C>
SHAREHOLDERS' EQUITY
Class A Common stock, authorized 625,001 shares,
$.01 par value each; issued and outstanding
625,001 shares 6 6
Class B Common stock, authorized 374,999 shares,
$.01 par value each; issued and outstanding
374,999 shares 4 4
Additional paid-in capital 99,991 99,991
Deficit (42,265) (49,902)
Other comprehensive income (1,806) (788)
-------- --------
Total Shareholders' Equity 55,930 49,311
-------- --------
Total Liabilities and Shareholders' Equity $805,236 $842,000
======== ========
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
6
<PAGE> 7
EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended
February 29(28)
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $10,597 $(1,138)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 17,257 14,826
Gain on sales of divisions (9,976) --
Changes in assets and liabilities,
net of effect of acquisitions and
divestitures:
Receivables 4,634 2,691
Inventories (3,100) (5,494)
Accounts payable 10 (2,442)
Accrued liabilities (3,696) (1,547)
Other 6,694 (6,377)
------- -------
Net cash provided by
operating activities 22,420 519
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of divisions 52,543 12,400
Acquisition (6,758) --
Capital expenditures (6,443) (8,753)
Other 1,088 (220)
------- -------
Net cash provided by
investing activities 40,430 3,427
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Reduction of long-term debt (3,657) (10,977)
Net borrowings (repayments) under revolving
credit agreements (57,224) 3,886
Other (512) (211)
------- -------
Net cash used in
financing activities (61,393) (7,302)
------- -------
</TABLE>
7
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EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended
February 29(28)
2000 1999
---- ----
<S> <C> <C>
Net increase (decrease) in cash and
cash equivalents 1,457 (3,356)
Cash and cash equivalents, beginning of period 10,071 13,681
------- --------
Cash and cash equivalents, end of period $11,528 $ 10,325
======= ========
Supplemental cash flow information: 2000 1999
---- ----
Cash paid during the three months ended February 29(28):
Interest paid $ 7,385 $ 6,201
Income taxes paid, net $ 271 $ 4,778
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
8
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EAGLE-PICHER HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
A. BASIS OF REPORTING FOR INTERIM FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements of
Eagle-Picher Holdings, Inc. (the "Company") have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC"). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. These financial statements should
be read in conjunction with the financial statements and notes thereto included
for the fiscal year ended November 30, 1999 presented in the Company's Form 10-K
filed with the SEC on February 28, 2000.
The financial statements presented herein reflect all adjustments
(consisting of normal and recurring accruals) which, in the opinion of
management, are necessary to fairly state the results of operations for the
three months ended February 29, 2000 and February 28, 1999. Results of
operations for interim periods are not necessarily indicative of results to be
expected for an entire year. Certain prior year amounts have been reclassified
to conform with current year financial statement presentation.
B. BASIC EARNINGS PER SHARE
The calculation of net income (loss) per share is based upon the average
number of common shares outstanding, which was 1,000,000 in the three months
ended February 29,2000 and February 28, 1999. The net loss applicable to common
shareholders represents the net income reduced by, or the net loss increased by,
accreted dividends on preferred stock of $3.0 million and $2.5 million for the
three months ended February 29(28), 2000 and 1999, respectively. No potential
common stock was outstanding during the three months ended February 29(28), 2000
or 1999.
C. ACQUISITIONS AND DIVESTITURES
On December 1, 1999, the Company acquired the assets of the depleted zinc
business of Isonics Corporation ("Isonics") for $8.2 million; $6.7 million of
which was paid upon closing and $1.5 million of which consists of contingent
cash payments over three years. In addition, the Company negotiated a warrant to
acquire four million shares of common stock of Isonics in exchange for materials
to be delivered in 2000. This acquisition, which was financed from the revolving
credit facility under the Company's credit agreement, was accounted for as a
purchase.
Effective March 15, 2000, the Company elected to exercise its warrant
using a "cashless exercise" feature where the Company will acquire fewer than
four million shares of stock and pay for such shares by surrendering a portion
of the warrant. The number of shares the Company will receive is currently being
negotiated; however, it is expected to be in excess of 3.1 million shares.
On September 1, 1999, the Board of Directors approved a plan to explore
the sale of several smaller divisions in order to focus on core businesses. In
the first quarter of 2000, the Company sold the assets of the Ross Aluminum
Foundries Division ("Ross Aluminum") and the Michigan Automotive Research
Corporation ("MARCO") and its interest in the common stock of both units of the
Fluid Systems Division in three separate transactions. The aggregate proceeds,
which were approximately $52.5 million, were used to reduce outstanding debt.
The aggregate net gain of these transactions was approximately $10.0 million.
Subsequent to the sale of the assets of MARCO, the corporate name of Michigan
Automotive Research Corporation was changed
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to EPMR Corporation. The Company continues to explore the sale of other smaller
divisions, which are expected to take place in 2000.
D. INSURANCE PROCEEDS
On February 24, 2000, the Company settled claims against a former insurer
regarding environmental remediation costs for $16.0 million. The Company
received payment of this amount on February 28, 2000.
E. LEGAL MATTERS
For other information on legal proceedings, see Item 3 of the Company's
Annual Report on Form 10-K for the fiscal year ended November 30, 1999.
In addition, the Company is involved in routine litigation, environmental
proceedings and claims pending with respect to matters arising out of the normal
course of business. In management's opinion, the ultimate liability resulting
from all claims, individually or in the aggregate, will not materially affect
the Company's consolidated financial position, results of operations or cash
flows.
F. SEGMENT REPORTING
The Company has two reportable segments: automotive and industrial
products. The method for determining what information to report is based on the
way management organizes the operating segments within the company for making
operational decisions and assessing performance. The operations in the
Automotive Segment provide mechanical and structural parts for passenger cars,
vans, trucks and sport utility vehicles for original equipment manufacturers and
replacement markets. The operations in the Industrial Products Segment produce a
variety of products for the aerospace, nuclear, telecommunications electronics,
food and beverage and construction industries.
The accounting policies used to develop segment information correspond to
those disclosed in the Company's consolidated financial statements for the year
ended November 30, 1999 included in Form 10-K. Sales between segments are not
material. The Company does not allocate certain corporate expenses to its
segments.
Information about reported segment income or loss is as follows for the
three months ended February 29(28), 2000 and 1999:
<TABLE>
<CAPTION>
Three Months Ended
February 29 (28)
----------------
2000 1999
---- ----
(In thousands of dollars)
<S> <C> <C>
Net Sales
Automotive $142,793 $108,757
Industrial 79,050 85,686
------- -------
Total $221,843 $194,443
======= =======
Income (Loss) Before Taxes:
Automotive $10,308 $2,507
Industrial (2,156) (946)
Corporate 13,445 (2,399)
------ ------
Total $21,597 $ (838)
====== =====
</TABLE>
10
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As previously mentioned, the Company sold its Ross Aluminum, MARCO and
Fluid Systems Divisions in the first quarter of 2000. All were included in the
Automotive Segment. The net assets of these divisions, which were included in
the caption "Net assets of operations to be sold," were $35.1 million as of
November 30, 1999.
G. SUPPLEMENTAL GUARANTOR INFORMATION
The indebtedness of the Company's wholly-owned subsidiary, Eagle-Picher
Industries, Inc. ("Subsidiary") includes a syndicated secured loan facility
("Credit Agreement") and $220.0 million in senior subordinated notes
("Subordinated Notes"). Both the Credit Agreement and the Subordinated Notes are
guaranteed on a full, unconditional and joint and several basis by the Company
and certain of the Subsidiary's wholly-owned domestic subsidiaries ("Subsidiary
Guarantors") including Carpenter Enterprises Ltd., which was acquired in 1999,
and Eagle-Picher Acceptance Corporation, which was formed in 1999. Management
has determined that full financial statements and other disclosures concerning
the Subsidiary or the Subsidiary Guarantors would not be material to investors
and such financial statements are not presented. The following supplemental
condensed combining financial statements present information regarding the
Subsidiary, the Subsidiary Guarantors and the subsidiaries that did not
guarantee the debt.
The Subsidiary and the Subsidiary Guarantors are subject to restrictions
on the payment of dividends under the terms of both the Credit Agreement and the
Indenture supporting the Subordinated Notes, both of which were filed with the
Company's Form S-4 Registration Statement No. 333-49957-01 filed on April 11,
1998 and both of which were incorporated by reference to the Company's Form 10-K
filed on February 28, 2000.
11
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EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
THREE MONTHS ENDED FEBRUARY 29, 2000
<TABLE>
<CAPTION>
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
-------- -------------- ---------- ------------- ------------ --------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
Net Sales
Customers $ 44,166 $ -- $141,971 $35,706 $ -- $221,843
Intercompany 4,165 -- 2,555 2,417 (9,137) --
Operating Costs and Expenses:
Cost of products sold (exclusive
of depreciation 36,914 -- 116,081 33,658 (9,085) 177,568
Selling and administrative 10,008 5 6,176 3,063 (38) 19,214
Intercompany charges (3,394) -- 3,393 (37) 38 --
Depreciation 2,809 -- 8,040 1,463 -- 12,312
Amortization of intangibles 1,155 -- 2,742 240 -- 4,137
Proceeds from insurance settlement (16,000) -- -- -- -- (16,000)
(Gain) loss on sales of divisions 2,360 -- (3,976) (8,360) -- (9,976)
(Gain) loss on sales of assets -- -- (192) (3) 33 (162)
-------- ------- -------- ------- -------- --------
Total 33,852 5 132,264 30,024 (9,052) 187,093
-------- ------- -------- ------- -------- --------
Operating Income (Loss) 14,479 (5) 12,262 8,099 (85) 34,750
Other Income (Expense)
Interest expense (4,666) -- (7,455) (1,507) 606 (13,022)
Other income (expense) 229 -- 526 (280) (606) (131)
Equity in earnings of
consolidated subsidiaries 9,114 10,602 351 -- (20,067) --
-------- ------- -------- ------- -------- --------
Income (Loss) Before Taxes 19,156 10,597 5,684 6,312 (20,152) 21,597
Income Taxes 8,118 -- 2,285 597 -- 11,000
-------- ------- -------- ------- -------- --------
Net Income (Loss) $ 11,038 $10,597 $ 3,399 $ 5,715 $(20,152) $ 10,597
======== ======= ======== ======= ======== ========
</TABLE>
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EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
AS OF FEBRUARY 29, 2000
<TABLE>
<CAPTION>
GUARANTORS
-------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
--------- -------------- ---------- -------------- ------------ ---------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 4,370 $ 1 $ 571 $ 6,649 $ (63) $ 11,528
Receivables, net 11,005 -- 94,246 15,669 -- 120,920
Intercompany accounts receivable 4,173 -- 10,974 323 (15,470) --
Inventories 25,558 -- 60,717 9,861 (1,318) 94,818
Net assets of operations to be sold 22,698 -- -- 5,508 -- 28,206
Prepaid expenses 2,233 -- 6,024 1,577 (39) 9,795
Deferred income taxes 14,565 -- -- -- -- 14,565
--------- --------- --------- --------- --------- ---------
Total current assets 84,602 1 172,532 39,587 (16,890) 279,832
Property, Plant & Equipment, net 39,797 -- 179,929 26,815 (33) 246,508
Investment in Subsidiaries 117,900 158,656 7,183 -- (283,739) --
Excess of Acquired Net Assets Over Cost, net 49,696 -- 145,791 12,474 -- 207,961
Other Assets 54,464 -- 16,786 4,210 (4,525) 70,935
--------- --------- --------- --------- --------- ---------
Total Assets $ 346,459 $ 158,657 $ 522,221 $ 83,086 $(305,187) $ 805,236
========= ========= ========= ========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 11,064 $ -- $ 35,506 $ 4,341 $ -- $ 50,911
Intercompany accounts payable 179 -- -- 8,958 (9,137) --
Long-term debt - current portion 17,491 -- 54,000 3,018 (500) 74,009
Income taxes 10,410 -- -- 407 -- 10,817
Other current liabilities 43,103 -- 22,420 6,132 (582) 71,073
--------- --------- --------- --------- --------- ---------
Total current liabilities 82,247 -- 111,926 22,856 (10,219) 206,810
Long-term Debt - less current portion 406,260 -- 5,701 2,423 (5,701) 408,683
Deferred Income Taxes 10,086 -- -- -- -- 10,086
Other Long-Term Liabilities 21,162 10 1,000 639 -- 22,811
--------- --------- --------- --------- --------- ---------
Total Liabilities 519,755 10 118,627 25,918 (15,920) 648,390
Intercompany Accounts (321,105) -- 302,315 33,492 (14,702) --
11 3/4% Cumulative Redeemable
Exchangeable Preferred Stock -- 100,916 -- -- -- 100,916
Shareholders' Equity 147,809 57,731 101,279 23,676 (274,565) 55,930
--------- --------- --------- --------- --------- ---------
Total Liabilities and Shareholders'
Equity $ 346,459 $ 158,657 $ 522,221 $ 83,086 $(305,187) $ 805,236
========= ========= ========= ========= ========= =========
</TABLE>
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EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
FEBRUARY 29, 2000
<TABLE>
<CAPTION>
GUARANTORS
--------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
-------- -------------- ---------- -------------- ------------ --------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
Cash Flows From Operating Activities:
Net Income (Loss) $ 10,909 $ 10,597 $ 3,528 $ 5,715 $(20,152) $ 10,597
Adjustments to reconcile net income
(loss) to cash provided by (used in)
operating activities:
Equity in earnings (loss) of consolidated
subsidiaries (9,114) (10,602) (351) -- 20,067 --
Depreciation and amortization 4,669 -- 10,885 1,703 -- 17,257
Gain on sales of divisions 2,360 -- (3,976) (8,360) -- (9,976)
Changes in assets and liabilities, net of effect
of acquisitions and divestitures 13,241 5 1,087 (7,204) (2,587) 4,542
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
operating activities 22,065 -- 11,173 (8,146) (2,672) 22,420
-------- -------- -------- -------- -------- --------
Cash Flows From Investing Activities:
Proceeds from sales of divisions 24,090 -- 10,430 18,023 -- 52,543
Acquisition -- -- (6,758) -- -- (6,758)
Capital expenditures (494) -- (3,692) (2,257) -- (6,443)
Other 1,142 -- 59 476 (589) 1,088
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
investing activities 24,738 -- 39 16,242 (589) 40,430
-------- -------- -------- -------- -------- --------
Cash Flows From Financing Activities:
Reduction of long-term debt (3,657) -- -- -- -- (3,657)
Net borrowings (repayments) under
revolving credit agreements (38,500) -- (9,750) (8,974) -- (57,224)
Other (6) -- -- (506) -- (512)
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
financing activities (42,163) -- (9,750) (9,480) -- (61,393)
-------- -------- -------- -------- -------- --------
Increase (decrease) in cash and
cash equivalents 4,640 -- 1,462 (1,384) (3,261) 1,457
Intercompany accounts (4,334) -- (1,761) 2,945 3,150 --
Cash and cash equivalents,
beginning of period 4,064 1 870 5,088 48 10,071
-------- -------- -------- -------- -------- --------
Cash and cash equivalents,
end of period $ 4,370 $ 1 $ 571 $ 6,649 $ (63) $ 11,528
======== ======== ======== ======== ======== ========
</TABLE>
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EAGLE-PICHER HOLDINGS,INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
THREE MONTHS ENDED FEBRUARY 28, 1999
<TABLE>
<CAPTION>
GUARANTORS
---------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
--------- -------------- ---------- -------------- ------------ ---------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
Net Sales
Customers $ 50,983 $ -- $ 116,749 $ 26,711 $ -- $ 194,443
Intercompany 3,112 -- 2,634 1,879 (7,625) --
Operating Costs and Expenses:
Cost of products sold
(exclusive of depreciation) 40,406 -- 94,740 24,260 (7,660) 151,746
Selling and administrative 10,417 -- 5,342 2,569 (64) 18,264
Intercompany charges (2,357) -- 2,357 (65) 65 --
Depreciation 2,916 -- 6,046 1,150 -- 10,112
Amortization of intangibles 1,385 -- 2,393 242 -- 4,020
Loss on sales of assets (10) -- (12) (12) -- (34)
--------- --------- --------- --------- --------- ---------
Total 52,757 -- 110,866 28,144 (7,659) 184,108
--------- --------- --------- --------- --------- ---------
Operating Income 1,338 -- 8,517 446 34 10,335
Other Income (Expense)
Interest expense (4,738) -- (5,366) (1,238) -- (11,342)
Other income (expense) 147 -- 36 (14) -- 169
Equity in earnings of
consolidated subsidiaries (590) (1,138) 6 -- 1,722 --
--------- --------- --------- --------- --------- ---------
Income (Loss) Before Taxes (3,843) (1,138) 3,193 (806) 1,756 (838)
Income Taxes (2,677) -- 2,413 564 -- 300
--------- --------- --------- --------- --------- ---------
Net Income (Loss) $ (1,166) $ (1,138) $ 780 $ (1,370) $ 1,756 $ (1,138)
========= ========= ========= ========= ========= =========
</TABLE>
15
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EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
AS OF NOVEMBER 30, 1999
<TABLE>
<CAPTION>
GUARANTORS
-------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
--------- -------------- ---------- -------------- ------------ ---------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 4,064 $ 1 $ 870 $ 5,088 $ 48 $ 10,071
Receivables, net 13,428 -- 92,721 16,350 -- 122,499
Intercompany accounts receivable 8,368 -- 12,255 455 (21,078) --
Inventories 24,211 -- 57,014 10,618 (1,344) 90,499
Net assets of operations to be sold 46,641 -- 6,839 10,721 -- 64,201
Prepaid expenses 1,783 -- 4,355 925 -- 7,063
Deferred income taxes 16,665 -- -- -- -- 16,665
--------- --------- --------- --------- --------- ---------
Total current assets 115,160 1 174,054 44,157 (22,374) 310,998
Property, Plant & Equipment, net 42,001 -- 184,295 26,197 (33) 252,460
Investment in Subsidiaries 109,009 148,054 6,834 -- (263,897) --
Excess of Acquired Net Assets Over Cost, net 50,799 -- 142,051 12,715 -- 205,565
Other Assets 49,460 -- 22,859 625 33 72,977
--------- --------- --------- --------- --------- ---------
Total Assets $ 366,429 $ 148,055 $ 530,093 $ 83,694 $(286,271) $ 842,000
========= ========= ========= ========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 9,928 $ -- $ 35,837 $ 4,823 -- $ 50,588
Intercompany accounts payable 124 -- -- 7,588 (7,712) --
Long-term debt - current portion 16,374 -- 63,750 6,194 -- 86,318
Income taxes 1,826 -- -- 465 -- 2,291
Other current liabilities 37,870 -- 22,970 3,486 (457) 63,869
--------- --------- --------- --------- --------- ---------
Total current liabilities 66,122 -- 122,557 22,556 (8,169) 203,066
Long-term Debt - less current portion 449,534 -- 7,836 8,227 (7,836) 457,761
Deferred Income Taxes 10,086 -- -- -- -- 10,086
Other Long-Term Liabilities 23,047 5 -- 768 -- 23,820
--------- --------- --------- --------- --------- ---------
Total liabilities 548,789 5 130,393 31,551 (16,005) 694,733
Intercompany Accounts (344,941) -- 324,500 36,660 (16,219) --
11 3/4% Cumulative Redeemable
Exchangeable Preferred Stock -- 97,956 -- -- -- 97,956
Shareholders' Equity 162,581 50,094 75,200 15,483 (254,047) 49,311
--------- --------- --------- --------- --------- ---------
Total Liabilities and Shareholders'
Equity $ 366,429 $ 148,055 $ 530,093 $ 83,694 $(286,271) $ 842,000
========= ========= ========= ========= ========= =========
</TABLE>
16
<PAGE> 17
EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED FEBRUARY 28, 1999
<TABLE>
<CAPTION>
GUARANTORS
-------------------------- NON-GUARANTORS
EAGLE-PICHER SUBSIDIARY FOREIGN
ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL
-------- -------------- ---------- ------------- ------------ --------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (1,166) $ (1,138) $ 780 $ (1,370) $ 1,756 $ (1,138)
Adjustments to reconcile net income
(loss) to cash provided by (used in)
operating activities:
Equity in earnings of consolidated subsidiaries 590 1,138 (6) -- (1,722) --
Depreciation and amortization 4,995 -- 8,439 1,392 -- 14,826
Changes in assets and liabilities, net of effect
of divestitures (4,711) -- (5,751) (3,062) 355 (13,169)
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
operating activities (292) -- 3,462 (3,040) 389 519
-------- -------- -------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of division 12,400 -- -- -- -- 12,400
Capital expenditures (1,615) -- (4,664) (2,474) -- (8,753)
Other (585) -- (82) 90 357 (220)
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
investing activities 10,200 -- (4,746) (2,384) 357 3,427
-------- -------- -------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Reduction of long-term debt (10,977) -- -- -- -- (10,977)
Net borrowings (repayments) on
revolving credit agreements 805 -- -- 3,081 -- 3,886
Other -- -- -- (211) -- (211)
-------- -------- -------- -------- -------- --------
Net cash provided by (used in)
financing activities (10,172) -- -- 2,870 -- (7,302)
-------- -------- -------- -------- -------- --------
Increase (decrease) in cash and
cash equivalents (264) -- (1,284) (2,554) 746 (3,356)
Intercompany accounts (2,470) -- 1,444 2,106 (1,080) --
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 7,464 1 712 5,125 379 13,681
-------- -------- -------- -------- -------- --------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 4,730 $ 1 $ 872 $ 4,677 $ 45 $ 10,325
======== ======== ======== ======== ======== ========
</TABLE>
17
<PAGE> 18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
Please refer to Note F. regarding Segment Reporting contained in Item 1.
of this report.
Net Sales. The Company's net sales were $221.8 million in the quarter
ended February 29, 2000, compared to $194.4 million in the comparable period in
1999. The increase of 14.1% is primarily due the acquisition of Carpenter
Enterprises Ltd. ("Carpenter"), which occurred in the second quarter of 1999. As
previously mentioned, the Company divested itself of the Ross Aluminum, MARCO
and Fluid Systems Divisions ("Divested Divisions") in the first quarter of 2000.
The Divested Divisions had little impact on the comparability of net sales in
the first quarters of 2000 and 1999 for two reasons. First, with the exception
of Ross Aluminum, which was sold effective January 1, 2000, these divestitures
occurred at or near the end of the quarter. Secondly, certain of the Divested
Divisions experienced revenue gains which nearly offset the loss of revenues
which occurred when Ross Aluminum was sold. Net sales were down 2.4% when the
effects of Carpenter and the Divested Divisions have been considered.
Net sales of the Automotive Group increased 31.3% in the first quarter of
2000 compared to the first quarter of 1999, primarily due to the Carpenter
acquisition. Excluding the effects of Carpenter and the Divested Divisions
(which were included in the Automotive Segment), automotive sales increased
3.0%. In the Automotive Group, the Company is under constant pressure from its
customers to reduce prices. In addition, the products it manufactures become
obsolete from time to time as customers change product designs and the Company
must compete for the replacement business. The North American automotive build
continues to be strong; however, the growth of the Company's automotive
component sales was tempered primarily by the discontinuation of certain
customer programs. At the same time, the acquisition of Carpenter has expanded
the Company's precision-machined automotive product lines.
In the Industrial Group, sales declined 7.8% in the first quarter of 2000
from the comparable period in 1999. Demand for aerospace products, particularly
related to satellites, has been soft as existing satellite programs have
struggled. In addition, demand for wheel-tractor scrapers weakened in the first
quarter of 2000 compared to the same period in 1999. Declines resulting from
these items were somewhat offset by increases resulting from stronger demand for
heavy-duty forklift trucks, a large shipment of boron in the first quarter of
2000 and the growth of a newer program where parts are manufactured on a
contract basis for the construction equipment industry. The impact of the
Isonics acquisition was minimal in the first quarter of 2000; however, it is
expected that this business will complement the Company's existing boron
business, which serves the nuclear industry, in the future.
Cost of Products Sold. Cost of products sold (excluding depreciation
expense) was $177.6 million in the three months ended February 29, 2000 and
$151.7 million in the comparable period of 1999. The increase is primarily due
to the acquisition of Carpenter and the effects of the sales of the Divested
Divisions.
Selling and Administrative. Selling and administrative expenses were
$19.2 million and $18.3 million in the first quarters of 2000 and 1999,
respectively. The 4.9% increase in selling and administrative expenses is due to
the expenses incurred in the first quarter of 2000 as a result of the Carpenter
acquisition and the restructuring of European Operations.
18
<PAGE> 19
Depreciation. Depreciation expense was $12.3 million in the three months
ended February 29, 2000, a $2.2 million or 21.8% increase over the comparable
period in 1999. The additional depreciation in 2000 is due to the acquisition of
Carpenter in 1999.
Amortization of Intangibles. Amortization of intangibles increased
slightly from $4.0 million in the first quarter of 1999 to $4.1 million in 2000.
Excess of acquired net assets over cost (goodwill) and its related amortization
increased in the first quarter of 2000 due to the Carpenter and Isonics
acquisitions. These increases were partially offset, however, by the decline in
goodwill resulting from the write down of impaired goodwill in the fourth
quarter of 1999, which related to certain divisions which were held for sale,
and the sale of the Divested Divisions.
Proceeds from Insurance Settlement. The Company settled claims against a
former insurer regarding environmental remediation costs for $16.0 and received
such proceeds in the first quarter of 2000.
Gain on Sale of Divisions. In the first quarter of 2000, the Company sold
the assets of its Ross Aluminum and MARCO Divisions and its interest in the
common stock of the units of the Fluid Systems Division. The aggregate net
proceeds of and gain on these transactions were approximately $52.5 million and
$10.0 million, respectively.
Interest Expense. Interest expense was $13.0 million and $11.3 million in
the first quarters of 2000 and 1999, respectively. Two factors contributed to
this increase. First, the Company's debt level increased significantly in the
second quarter of 1999 when Carpenter was acquired and remained at a higher
level until the end of the first quarter of 2000 when the proceeds of the sales
of the Divested Divisions and the insurance settlement were received and applied
to the debt. Second, LIBOR rates, on which most of the Company's debt subject to
variable interest is based, were up as much as 75 basis points in the first
quarter of 2000 over the comparable period in 1999.
Income (Loss) Before Taxes. Income (loss) before taxes was $21.6 million
in the three months ended February 29, 2000 compared to $(0.8) million in the
same period in 1999. The incremental difference is comprised of basically four
items: 1) the receipt of $16.0 million of insurance proceeds in the first
quarter of 2000; 2) the $10.0 million gain resulting from the sale of the
Divested Divisions; 3) the increase in interest expense of $1.7 million; and 4)
the operating contribution of Carpenter in the first quarter of 2000.
Income before taxes in the first quarter of 2000 for the Automotive Group
was $10.3 million compared to $2.5 million in 1999. The increase is due
primarily to the $10.0 million gain on the sale of divisions, which was offset
by an aggregate decline in operating income and an increase in interest expense.
The decline in operating income was primarily due to the sale of the Ross
Aluminum Division and to continued manufacturing inefficiencies at the Fluid
Systems Division, which was sold February 29, 2000. This decline was offset by
the contribution of Carpenter in 2000 and modest increases in operating income
at other operations, which correspond to modest increases in net sales. The
increase in interest costs is a result of both the acquisition of Carpenter and
the overall increase in interest rates.
The Industrial Products Group had net losses before taxes of $(2.2)
million and $(0.9) million in the first quarters of 2000 and 1999, respectively,
due primarily to the lower volumes of wheel-tractor scrapers, which resulted in
poor absorption of fixed overhead. In addition, start-up costs related to the
contract manufacturing of parts were heavier than expected. Interest costs
increased primarily due to higher interest rates.
Corporate income (loss) before taxes was $13.4 million in the three
months ended February 29, 2000 compared to $(2.4) million for the three months
ended February 28, 1999. If the insurance proceeds of $16.0 million are
excluded, the loss before taxes is comparable to that of the three months ended
February 28, 1999. These losses result because the Company does not allocate
certain corporate expenses to its segments.
19
<PAGE> 20
Income Taxes. Income taxes and the effective rate of income tax vary for
several reasons, the most significant being the tax deductibility of goodwill. A
portion of the goodwill amortization relating to the Company's acquisition of
Eagle-Picher Industries, Inc. is deductible, however the amount of goodwill that
has tax basis changes as contingent liabilities that existed for tax purposes at
the time of that acquisition are resolved. Amortization of the goodwill related
to the acquisition of Carpenter is not deductible for tax purposes. Goodwill
associated with certain of the Divisions which were divested was not deductible
for tax purposes, which resulted in a tax gain in excess of the gain on sales of
divisions recognized in the statement of income.
Net Income (Loss). Net income was $10.6 million in the three months ended
February 29, 2000 compared to a net loss of $(1.1) million in the three months
ended February 28, 1999. Factors contributing to the difference (discussed in
detail above) include the effects of the acquisition of Carpenter in the second
quarter of 1999, the effects of the divestiture of the Ross Aluminum, MARCO and
Fluid Systems Divisions, particularly the gain on the sale of those divisions,
and increased interest costs resulting from higher interest rates and increased
levels of debt.
Income applicable to common shareholders was decreased to $7.6 million by
dividends accreted on the 11 3/4% Cumulative Redeemable Exchangeable Preferred
Stock ("Preferred Stock") of $3.0 million in the three months ended February 29,
2000. The net loss applicable to common shareholders was increased to $(3.6)
million by preferred stock dividends of $2.5 million in the three months ended
February 28, 1999.
LIQUIDITY AND CAPITAL RESOURCES
The following are certain financial data regarding earnings before
interest, taxes, depreciation and amortization ("EBITDA"), cash flows and
earnings to fixed charges and preferred stock dividends:
<TABLE>
<CAPTION>
Three Months Ended
February 29(28)
---------------
2000 1999
---- ----
(In millions of dollars)
<S> <C> <C>
EBITDA $25.0 $25.1
Cash provided by operating activities 22.4 0.5
Cash provided by investing activities 40.4 3.4
Cash used in financing activities (61.4) (7.3)
Preferred stock dividends accreted 3.0 2.5
Earnings/fixed charges and preferred
stock dividends 2.14X .76X
</TABLE>
EBITDA
The Company's EBITDA is defined for purposes hereof as earnings before
interest expense, income taxes, depreciation and amortization, certain one-time
management compensation expenses and other non-cash items, such as gains and
losses on sales of divisions. EBITDA, as defined herein, may not be comparable
to similarly titled measures reported by other companies and should not be
construed as an alternative to operating income or to cash flows from operating
activities, as determined by generally accepted accounting principles, as a
measure of the Company's operating performance or liquidity, respectively.
20
<PAGE> 21
Funds depicted by EBITDA are not available for management's discretionary use to
the extent they are required for debt service and other commitments.
The Company's EBITDA for the three months ended February 29, 2000 was
$25.0 million, unchanged from the EBITDA of the comparable period in 1999 of
$25.1 million. Increases in EBITDA resulting from the Carpenter acquisition and
modest sales volume increases of rubber-coated metal products in the Automotive
Group were offset by decreases resulting from lower volumes of wheel tractor
scrapers and satellite components, start up costs related to contract
manufacturing of components for the construction equipment industry, the sale of
Ross Aluminum and inefficiencies related to the production of multi-layer fuel
transfer systems in Europe.
Operating Activities
Cash provided by operating activities was $22.4 million and $0.5 million
for the three months ended February 29(28), 2000 and 1999, respectively, and
consisted of the following:
<TABLE>
<CAPTION>
Three Months Ended February 29(28)
2000 1999
---- ----
(in millions of dollars)
<S> <C> <C>
Income (loss) before taxes $21.6 $(0.8)
Depreciation and amortization,
excluding amortization of
deferred financing costs 16.4 14.1
Gain on sales of divisions (9.9) --
Add back interest expense 13.0 11.3
Interest paid (7.4) 6.2)
Income taxes paid, net (.3) (4.8)
Working capital and other (11.0) (13.1)
----- -----
$22.4 $ 0.5
===== =====
</TABLE>
See "Results of Operations" for discussions concerning income (loss)
before taxes, depreciation and amortization, gain on sales of divisions and
interest expense.
Interest paid increased in 2000 due to the acquisition of Carpenter and
higher interest rates. Differences between interest expense and interest paid
result from amortization of deferred financing costs and the payment schedule
for interest on the Company's Subordinated Notes. The interest payments are due
semi-annually on March 1 and September 1; therefore, three months of interest
expense was accrued on these notes in the first quarters of both 2000 and 1999,
but was not paid until the following quarter.
The Company determined that no Federal income tax extension payment was
needed in 2000 for the tax year ended November 30, 1999. A portion of the
Federal income tax liability associated with the tax year ended November 30,
1998 was paid in fiscal year 1999.
Working capital generally increases in the first quarter of the year
resulting in a use of cash. Reasons for this include payment of incentives,
which had been accrued at the end of the year, and build up of inventories for
anticipated sales in the second quarter. Typically, the Company's net sales,
particularly in the Automotive Group, are higher in the second and fourth
quarters of the fiscal year.
21
<PAGE> 22
Investing Activities
Cash provided by investing activities was $40.4 million and $3.4 million
in the three months ended February 29 (28), 2000 and 1999, respectively. In the
first quarter of 2000, the Company sold the Ross Aluminum, MARCO and Fluid
Systems Divisions. The aggregate net proceeds of these transactions were $52.5
million. Early in the first quarter of 1999, the Company received $12.4 million
in cash relating to the sale of the Trim Division.
On December 1, 1999, the Company acquired the assets of the depleted zinc
business of Isonics, which required $6.7 million cash at the closing. This
acquisition was financed from the Company's revolving credit facility.
Additional payments totaling $1.5 million are due over the next three years
provided certain contingencies are met. The Company also negotiated a warrant to
acquire four million shares of common stock of Isonics in exchange for materials
to be delivered in 2000. Effective March 15, 2000, the Company elected to
exercise its warrant using a "cashless exercise" feature, where the Company will
acquire fewer than four million shares of stock and pay for such shares by
surrendering a portion of the warrant. The number of shares the Company will
receive is currently being negotiated; however it is expected to be in excess of
3.1 million shares.
Capital expenditures were $6.4 million and $8.8 million in the first
quarters of 2000 and 1999, respectively. Other than a small plant expansion in
1999, these expenditures generally related to capital needed for new programs
and maintenance.
Financing Activities
Cash used in financing activities was $61.4 million in the first three
months of 2000, due primarily to repayments of loans under the various credit
agreements. The proceeds of the division sales and the insurance proceeds were
used to repay outstanding debt. Cash used in financing activities was $7.3
million for the comparable period in 1999. The Company made regularly scheduled
debt payments and the 1998 excess cash flow payment required by the Credit
Agreement in that period.
Earnings to Fixed Charges and Preferred Stock Dividends
The ratio of earnings to fixed charges and preferred stock dividends for
the three months ended February 29(28) was 2.14x in 2000 and .76x in 1999. In
1999, earnings were insufficient to cover fixed charges and preferred stock
dividends by $3.3 million. The increase in 2000 is due primarily to the receipt
of insurance proceeds and the gain on sales of divisions. If these items were
excluded from income before taxes, the ratio of earnings to fixed charges and
preferred stock dividends would have been .55X and earnings would have been
insufficient to cover fixed charges and preferred stock dividends by $7.3
million. The resulting decrease from .76X to .55X is due to increased interest
resulting from the Carpenter Acquisition and higher interest rates coupled with
flat or declining operating results as discussed in "Results of Operations."
Liquidity and Capital Resources
The revolving facility under the Credit Agreement of $220.0 million is
available for both borrowings and the issuance of letters of credit. At
February 29, 2000 the Company had outstanding borrowings and letters of credit
under the Facility of $97.5 million and $52.1 million, respectively, leaving the
Company with available borrowing capacity of $70.4 million. The receipt of the
insurance proceeds and the proceeds of the division sales improved the Company's
liquidity since November 30, 1999. In addition, the borrowings outstanding on
the Company's European lines of credit were substantially reduced with the
proceeds of the sale of the Fluid Systems Division. The sale of the Fluid
22
<PAGE> 23
Systems Division resolved the situation where the Company had to obtain a waiver
from a lender because a financial covenant to one of the European credit
agreements had not been met. The Company was in compliance with the covenants of
its Credit Agreement and Subordinated Notes at February 29, 2000.
The Company has an accounts receivable loan agreement ("Receivables
Agreement") which has a term of 364 days and which is expected to be renewed
over the term of the Credit Agreement. Excluding the Receivables Agreement,
scheduled debt repayments are $12.3 million in the remaining nine months of
2000. The Credit Agreement, as amended, requires the Company to make mandatory
repayments of 50% of annual cash flow as defined by the Credit Agreement, the
net proceeds from sales of assets (subject to certain conditions), the proceeds
of new debt issued and 50% of the net proceeds of any equity issued. No excess
cash flow payment is due in 2000 for the year ended November 30, 1999, and the
proceeds from the sales of the Divested Divisions are not required to be used to
repay debt if such proceeds are used to purchase assets within the period
specified in the Credit Agreement. Scheduled debt payments under the Credit
Agreement and the industrial revenue bonds for 2001 and 2002 are $20.8 million
and $25.6 million, respectively.
In addition to the sale of the Ross Aluminum, MARCO, and Fluid Systems
Division, the Company continues to explore the sale of other small divisions
which are expected to take place in 2000. Any proceeds resulting from the
eventual sales of the other divisions will be applied to reduce debt or to fund
future growth.
The Subsidiary has reached an agreement in principle to settle the last
remaining claim from its chapter 11 reorganization. It is anticipated the second
and final bankruptcy distribution of approximately $11.3 million will be made in
2000, after the settlement of this last claim is final.
Cash and cash equivalents were $11.5 million at February 29, 2000. The
Company estimates that it needs approximately $10.0 million to $12.0 million in
cash for operations. The Company's liquidity needs are primarily for debt
service and capital maintenance. 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 READINESS DISCLOSURE
The Company completed its Year 2000 readiness project as scheduled,
including addressing leap year calendar date calculation concerns. The Company
did not experience any significant disruptions in its operating or business
systems during the transition from 1999 to 2000 or on February 29, 2000. Based
on operations since January 1, 2000, the Company does not expect any impact to
its ongoing business as a result of the Year 2000 issue. The Company has spent
approximately $5.2 million (including capital and internal resources that were
redeployed) to assess, remediate and test its computer hardware, software and
embedded systems.
EURO CONVERSION
On January 1, 1999, eleven members of the European Union adopted the euro
as their common legal currency and established fixed conversion rates between
their existing local currencies and the euro. During the transition period,
which runs from January 1, 1999 through December 31, 2002, transactions may take
place using either the euro or a local currency. However, conversion rates will
no longer be computed directly from one local currency to another, but be
converted from one local currency into an amount denominated in euro, then be
converted from the euro denominated amount into the second local currency. On
July 1, 2002, the local currencies will no longer be legal tender for any
transactions.
23
<PAGE> 24
The Company has both operating divisions and domestic export customers
located in Europe. In 1999, combined revenues from these sources were
approximately 11% of total revenues. The Company has operations in Germany and
Spain, which are participating in the euro conversion, and the United Kingdom,
which has elected not to participate at this time. Certain of our European
operations have adopted the euro as their reporting currency, although many
transactions, such as payroll, some billing and vendor invoicing, still occur in
local currencies. The remaining operations located in the participating
countries plan to make the euro the functional currency sometime during the
transition period. The costs associated with the conversion to date have not
been material.
The Company is currently assessing the competitive impact of the euro
conversion on the Company's operations, both in Europe and in the United States.
In markets where sales are made in U.S. dollars, there may be pressures to
denominate sales in the euro, however, exchange risks resulting from these
transactions could be mitigated through hedging. Pressures to price products in
euros may be more urgent for operations located in the United Kingdom,
particularly in the automotive industry, as the European automotive industry is
somewhat dominated by German companies. The currency risk to the operations
located in the United Kingdom could also be hedged, however the risk is greater
on a regional level that the hedging could result in additional costs that could
harm the cost competitiveness of those operations.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which addresses the accounting for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value. The accounting for gains and losses
resulting from changes in the fair value of a derivative depends on the its
intended use and the resulting designation. In June 1999, the FASB issued SFAS
No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133." Based on the new
effective date, the Company will adopt the provisions of this statement in the
first quarter of the fiscal year ending November 30, 2001. The Company has not
yet determined the impact this statement will have on its financial position or
the results of its operations.
Other accounting standards issued by the FASB since June 1998 are not
applicable to the Company.
RESTRICTIONS ON PAYMENT OF DIVIDENDS
The Subsidiary and the Subsidiary Guarantors are subject to restrictions
on the payment of dividends and other forms of payment in both the Credit
Agreement and the Indenture for the Subordinated Notes. Those restrictions
generally prohibit the payment of dividends to the Company either directly by
the Subsidiary or indirectly through any Subsidiary Guarantor. Certain limited
exceptions are provided allowing for payments to the Company. Specifically, the
Subsidiary is authorized to make payments to the Company in amounts not in
excess of any amounts the Company is required to pay to meet its consolidated
income tax obligations. Additional payments from the Subsidiary to the Company
are permitted commencing September 1, 2003 in amounts not in excess of the
Company's obligations to make any cash dividend payments required to be paid
under the Company's Preferred Stock and to make any cash interest payments
required to be paid under any debentures issued by the Company in exchange for
the Company's Preferred Stock ("Exchange Debentures").
24
<PAGE> 25
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. Forward looking
statements in this report include, but are not limited to (1) statements
regarding the impact of the acquisition of Isonics under "Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Results of Operations;" (2) statements regarding the Company's anticipated
ownership interest in Isonics under "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Investing
Activities;" (3) statements regarding the anticipated sale of other small
divisions in 2000 under "Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources;" (4) statements regarding the anticipated final bankruptcy
distribution in 2000 under "Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources;" (5) statements regarding the ability of the Company to fund its
anticipated liquidity requirements for the next twelve months under "Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources;" (6) statements regarding the
future impact of the Year 2000 issues under "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Year 2000 Readiness
Disclosure;" and (7) statements regarding the potential costs associated with
hedging currency risks to the operations and the impact on the competitiveness
of operations in the United Kingdom under "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Euro Conversion."
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 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 the ability of the Company 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 forward-looking statements are only
predictions and that actual events or results may differ materially. In
evaluating such 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.
25
<PAGE> 26
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
On February 26, 1998, the Company entered into a three-year interest rate
swap agreement ("Swap Agreement") with its lead bank to partially hedge its
interest rate exposure on variable rate loans under the Credit Agreement. Both
term loans and revolving credit loans under the Credit Agreement bear interest
at a variable rate equal to either (a) the average daily rate on overnight U.S.
federal funds transactions, 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. Under this agreement, the Company pays a fixed rate
of 5.805% on a notional amount of $150.0 million and receives LIBOR on that
amount, effectively fixing the interest rate on $150.0 million of debt
outstanding under the Credit Agreement at 5.805% plus the applicable spread.
Loans under the Company's accounts receivable loan agreement
("Receivables Agreement") bear interest at a variable rate equal to market rates
on commercial paper having a term similar to the applicable interest period. The
Company's industrial revenue bonds ("IRB's") bear interest at variable rates
based on the market for similar issues. Loans under the Receivables Agreement
and the IRB's are not covered by the Swap Agreement.
As of February 29, 2000, $175.1 million of revolving and term loans were
outstanding under the Credit Agreement, of which interest on $150.0 million is
essentially fixed by the Swap Agreement. The interest rate risk on the remaining
debt outstanding under the Credit Agreement, as well as the debt outstanding
under the Receivables Agreements and the IRB's, which in the aggregate totals
$107.5 million, has not been hedged. Accordingly, a 1% increase in the
applicable index rates would result in additional interest expenses of $1.1
million per year, assuming no change in the level of borrowing.
26
<PAGE> 27
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.19 Restated Articles of Incorporation for EPMR Corporation (f/k/a Michigan
Automotive Research Corporation)
3.20 By Laws for EPMR Corporation (f/k/a Michigan Automotive Research
Corporation)
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
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/ Philip F. Schultz
-----------------------------------------
Philip F. Schultz
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
DATE April 11, 2000
---------------------
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.
EAGLE-PICHER INDUSTRIES, INC.
/s/ Philip F. Schultz
-----------------------------------------
Philip F. Schultz
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
DATE April 11, 2000
---------------------
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.
DAISY PARTS, INC.
/s/ Gary M. Freytag
-----------------------------------------
Gary M. Freytag
Vice President and Treasurer
(Principal Financial Officer)
DATE April 11, 2000
---------------------
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 DEVELOPMENT COMPANY, INC.
/s/ Gary M. Freytag
-----------------------------------------
Gary M. Freytag
Vice President and Treasurer
(Principal Financial Officer)
DATE April 11, 2000
---------------------
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 FAR EAST, INC.
/s/ Gary M. Freytag
-----------------------------------------
Gary M. Freytag
Vice President and Treasurer
(Principal Financial Officer)
DATE April 11, 2000
---------------------
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/ Gary M. Freytag
-----------------------------------------
Gary M. Freytag
Vice President and Treasurer
(Principal Financial Officer)
DATE April 11, 2000
---------------------
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/ R. Doug Wright
-----------------------------------------
R. Doug Wright
Vice President, Controller
and Chief Financial Officer
DATE April 11, 2000
---------------------
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/ Gary M. Freytag
-----------------------------------------
Gary M. Freytag
Vice President and Treasurer
(Principal Financial Officer)
DATE April 11, 2000
---------------------
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.
EPMR CORPORATION (F/K/A MICHIGAN
AUTOMOTIVE RESEARCH CORPORATION)
/s/ Gary M. Freytag
-----------------------------------------
Gary M. Freytag
Treasurer
(Principal Financial Officer)
DATE April 11, 2000
---------------------
36
<PAGE> 37
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.19 Restated Articles of Incorporation for EPMR
Corporation (f/k/a Michigan Automotive Research
Corporation)
3.20 By Laws for EPMR Corporation (f/k/a Michigan Automotive
Research Corporation)
27.1 Financial Data Schedule (submitted electronically
to the Securities and Exchange Commission for its
information.)
37
<PAGE> 1
EX-3.19
16
EXHIBIT 3.19
C&S-510 (10/89) 096A#1986 1210 ORG&FI $10.00
- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
(FOR BUREAU USE ONLY) DATE RECEIVED
FILED -----------------
MARCH 15, 2000 MARCH 15, 2000
-----------------
ADMINISTRATOR
MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES -----------------
CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on last page)
Pursuant to the provisions of Act 264, Public Acts of 1972, the undersigned
corporation executes the following Articles:
- --------------------------------------------------------------------------------
1. The present name of the corporation is: Michigan Automotive Research
Corporation
2. The corporation identification number (CID) assigned by the Bureau is:
0 2 7 - 3 0 9
3. All former names of the corporation are:
4. The date of filing the original Articles of Incorporation was:
November 18, 1977
- --------------------------------------------------------------------------------
The following Restated Articles of Incorporation supersede the Articles of
Incorporation as amended and shall be the Articles of Incorporation for the
corporation:
ARTICLE I
- --------------------------------------------------------------------------------
The name of the corporation is: EPMR Corporation
- --------------------------------------------------------------------------------
ARTICLE II
- --------------------------------------------------------------------------------
The purpose or purposes for which the corporation is formed are: to
engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of Michigan.
- --------------------------------------------------------------------------------
SEAL APPEARS ONLY ON ORIGINAL
<PAGE> 2
ARTICLE III
The total authorized capital stock is:
1. Common shares 25,000, par value $2.00 per share
---------------------------------
Preferred shares 5,000, par value $100.00 per share
----------------------------------
2. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
The preferred stock shall be non-voting and shall carry and be limited to
15% cumulative preferred dividend and shall be preferred to all classes of
stock and limited to par value in liquidation.
ARTICLE IV
1. The address of the current registered office is:
30600 Telegraph Road Bingham Farms, Michigan 48025
----------------------------------------- --------
(Street Address) (City) (ZIP Code)
2. The mailing address of the current registered office if different than
above:
----------------------------------------- --------
(P.O. Box) (City) (ZIP Code)
3. The name of the current resident agent is: The Corporation Company
<PAGE> 3
ARTICLE VII (Additional provisions, if any, may be inserted here; attach
additional pages if needed.)
Pursuant to the requirements of Section 1123(a)(6) of the Bankruptcy Code,
the Corporation shall not issue nonvoting equity securities, subject, however,
to further amendment of these Amended and Restated Articles of Incorporation as
and to the extent permitted by applicable law.
5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS; OTHERWISE, COMPLETE SECTION (b)
a.[ ] These Restated Articles of Incorporation were duly adopted on the
______ day of ____________, 19___, in accordance with the provisions
of Section 642 of the Act by the unanimous consent of the
incorporators before the first meeting of the Board of Directors.
Signed this _____ day of ____________________________________, 19 ___
_____________________________________________________________________
_____________________________________________________________________
(Signatures of ALL incorporators:
type or print name under each signature)
b.[X] These Restated Articles of Incorporation were duly adopted on the
5th day of December, 1996, in accordance with the provisions of
Section 642 of the Act and: (check one of the following)
[ ] were duly adopted by the Board of Directors without a vote of
the shareholders. These Restated Articles of Incorporation only
restate and integrate and do not further amend the provisions of
the Articles of Incorporation as heretofore amended and there is
no material discrepancy between those provisions and the
provisions of these Restated Articles.
[ ] were duly adopted by the shareholders. The necessary number of
shares as required by statute were voted in favor of these
Restated Articles.
[ ] were duly adopted by the written consent of the shareholders
having not less than the minimum number of votes required by
statute in accordance with Section 407(1) of the Act. Written
notice to shareholders who have not consented in writing has been
given. (Note: Written consent by less than all of the
shareholders is permitted only if such provision appears in the
Articles of Incorporation.)
[X] were duly adopted by the written consent of all the shareholders
entitled to vote in accordance with Section 407(2) of the Act.
Signed this 2nd day of March, 20 00
------- ------------- --
By /s/ David G. Krall
---------------------------------------------------
<PAGE> 4
(Only Signature of: President, Vice-President,
Chairperson, Vice-Chairperson)
David G. Krall
Vice President and Secretary
-----------------------------------------------------
(Type or Print Name and Title)
(MICH. - 435)
SEAL APPEARS ONLY ON ORIGINAL
<TABLE>
<S> <C>
DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS Name of person or organization
INDICATED IN THE BOX BELOW. Include name, street and number remitting fees:
(or P.O. Box), city, state and ZIP code. Butzel Long
------------------------------
Marc L. Greenberg, Esq.
Eagle-Picher Industries, Inc. ------------------------------
250 East Fifth Street Preparer's name and business
Suite 500 telephone number:
Cincinnati, Ohio 45202
Janet C. Finn
------------------------------
(513) 629-2453
------------------------------
</TABLE>
<PAGE> 1
EX-3.20
17
EXHIBIT 3.20
BYLAWS
OF
EPMR CORPORATION
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders shall be held
in each year on or before ninety (90) days after the expiration of the fiscal
year of the Corporation for the purpose of electing Directors and of transacting
such other business as may properly be brought before the meeting.
Section 2. Delayed Annual Meeting. If for any reason the annual meeting of the
shareholders shall not be held within the period hereinbefore designated, such
meeting may be called and held as a special meeting and the same proceedings may
be had thereat at an annual meeting.
Section 3. Special Meetings. Special meetings of shareholders may be called at
any time by the President, by a majority of the Board of Directors, or by
shareholders holding together at least one-fourth in number of the total
outstanding shares of any class of stock entitled to vote at such meeting. At a
special meeting of shareholders, no business shall be transacted and no
corporate action shall be taken other than that stated in the notice of the
meeting.
Section 4. Place of Meetings. Unless and until otherwise provided by the Board
of Directors every annual meeting of the shareholders and every other meeting of
shareholders shall be held at the registered office of the Corporation, but the
Board of Directors may from time to time provide for the holding of any annual
or special meeting of shareholders at such other place within or without the
State of Michigan, as the Board shall by resolution determine.
Section 5. Notice of Meeting. Written notice of the time and place, and in the
case of special meetings the purpose
<PAGE> 2
or purposes of every such meeting shall be given to each shareholder entitled to
vote at the meeting by mailing the same, at least ten (10) days before the
meeting, to each shareholder of the Corporation at his address as the same
appears on the books of the Corporation. No notice need be given to any
shareholder who is present in person or is represented by proxy at the meeting.
All notices required to be given by any provision of these By-Laws shall state
the authority pursuant to which they are issued, as "by order of", the
"President", "Board of Directors" or "shareholders", as the case may be. When a
notice is served by mail such notice shall be deemed duly served when the same
has been deposited in the United States mail with postage fully prepaid, plainly
addressed to the sendee at his, her or its last address appearing upon the stock
ledger of the Corporation.
Section 6. Quorum. At any meeting of the shareholders, the holders of a majority
in number of all of the shares of each class of the capital stock of the
Corporation issued and outstanding, presented by proxy, shall constitute a
quorum of the shareholders for all purposes. When a quorum exists a majority in
number of all of the shares of each class of the capital stock of the
Corporation present or represented at the meeting casting votes shall decide any
question brought before the meeting unless the question is one upon which, by
express provision of law or the Articles of Incorporation, a different vote is
required, in which case such express provision shall control the decision of the
question.
If a quorum shall not be present or represented at any meeting of shareholders,
the holders of a majority in number of the shares of each class of the capital
stock of the Corporation present in person or by proxy entitled to vote at such
meeting may adjourn from time to time without notice, other than by announcement
at the meeting, until quorum shall attend in person or by proxy. Any meeting at
which a quorum is present may also be adjourned in like manner and for such time
with or without call as may be determined by the holders of a majority in number
of the shares of each class of the capital stock of the Corporation present in
person or by proxy and entitled to vote. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called.
Section 7. Organization. The President shall call meetings of the shareholders
to order and shall act as Chairman of the meeting. In the absence of the
President, the holders
-2-
<PAGE> 3
of a majority in number of the shares of the capital stock of the Corporation
present in person or represented by proxy and entitled to vote at such meeting
shall elect a Chairman.
The Secretary of the Corporation shall act as Secretary of all meetings of the
shareholders; but in the absence of the Secretary the Chairman may appoint any
person to act as Secretary of the meeting.
Section 8. Voting. Each outstanding share of stock shall be entitled to one vote
on each matter submitted to a vote at any meeting of shareholders. A shareholder
may vote the shares owned of record by him either in person or by proxy executed
in writing by the stockholder or by his duly authorized attorney-in-fact. No
proxy shall be valid after eleven (11) months from its date unless otherwise
provided in the proxy. At all meetings of stockholders, unless the voting is
conducted by inspectors, all questions relating to the qualification of voters
and the validity of proxies and the acceptance or rejection of votes shall be
decided by the Chairman of the meeting.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number and Term of Office. The business and property of the
Corporation shall be managed by a Board of Directors consisting of at least one
Director, which number shall be determined from time to time by resolution of
the Boards. The initial Board shall consist of three Directors. The Directors
need not be shareholders of the Corporations The Directors shall, except as
hereinafter otherwise provided for filling vacancies, be elected annually at the
annual meeting of shareholders and shall continue in office for one year and
until their respective successors shall have been elected and qualified. Members
of the Board of Directors named in the Articles of Incorporation shall hold
office until their successors shall have been elected and qualified.
Section 2. Vacancies and Additional Directors. Vacancies in the Board of
Directors may be filled by shareholders at a special meeting, and each person so
elected shall be a Director until his successor is elected by the shareholders
who may make such election at the next annual meeting of the shareholders,
-3-
<PAGE> 4
or at any special meeting called for that purpose and held prior thereto.
Newly created directorships resulting from any increase in the authorized number
of Directors may be filled by the affirmative vote of a majority of the
Directors then in office, but the term of any Directors, so elected, shall
expire at the next succeeding annual meeting of shareholders.
Section 3. Place of Meetings. The meetings of the Board of Directors may be held
at such place, in the State of Michigan, or elsewhere as a majority of the
Directors may from time to time determine.
Section 4. Annual Meeting. The Board of Directors shall meet each year
immediately after the annual meeting of the shareholders for the purpose of
organization, election of officers, and consideration of any other business that
may properly be brought before the meeting. No notice of any kind to either old
or new members of the Board of Directors for such annual meeting shall be
necessary.
Section 5. Special Meetings. Special meetings of the Board of Directors shall be
held whenever called by direction of the President, or by a majority of the
Directors.
Written notice of the time, place and purpose or purposes of every such meeting
shall be given each Director by mailing the same to his address as the same
shall appear for such purpose on the records of the Corporation at least two
days before the meeting. At any meeting at which every Director shall be
present, even though without the notice herein provided, any business may be
transacted.
Section 6. Quorum. Subject to the provisions of Section 2 of this Article II, a
majority of the Board of Directors shall be necessary to constitute a quorum for
the transaction of business, and the acts of a majority of the Directors present
at a meeting at which a quorum is present shall be
-4-
<PAGE> 5
the acts of the Board of Directors, unless otherwise provided by law, the
Articles of Incorporation or the By-Laws.
Section 7. Books. The Directors may cause the books of the corporation, except
such as are required by law to be kept within the State outside of the State of
Michigan, at such place or places as they may from time to time determine.
Section 8. Compensation of Directors. Directors shall not receive any salary for
their services, but, by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attending any regular or
special meeting of the Board or of any committee thereof; provided, however,
that nothing herein contained shall be construed as precluding any Director from
serving the Corporation in any other capacity and receiving the compensation
therefore.
ARTICLE III
OFFICERS
Section 1. Officers. The Board of Directors of the Corporation shall elect a
President, a Secretary and a Treasurer, and may select one or more
Vice-Presidents, Assistant Secretaries and Assistant Treasurers. No one of such
officers except the President need be a Director but a Vice-President who is not
a Director cannot succeed to or fill the office of President. Any two offices,
except those of President and Vice-President may be held by the same person but
no officer shall execute, acknowledge or verify any instrument in more than one
capacity. The Board of Directors may also appoint such other officers and agents
as they may deem necessary for the transaction of the business of the
Corporation. All officers and agents shall respectively have such authority and
perform such duties in the management of the property and affairs of the
Corporation as may be delegated by the Board of Directors. The Board of
Directors shall have power to fill any vacancies in any office occurring for
whatever reason. The Board of Directors may secure the fidelity of any or all of
such officers by bond or otherwise. Officers shall serve at the pleasure of the
Board of Directors.
Section 2. Powers and Duties of the Presidents. The President shall be the chief
executive of officer of the Corporation, and subject to the control of the Board
of Directors, shall have
-5-
<PAGE> 6
general charge and control of all its business and affairs and shall supervise
the other officers and agents of the Corporation in the performance of their
regular duties. He shall preside at all meetings of the shareholders and the
Board of Directors.
The President may sign certificates for shares of stock and sign and execute
contracts in the name and on behalf of the Corporation when so authorized and
directed so to do, either generally or in special instances by the Board of
Directors.
Section 3. Powers and Duties of Vice-Presidents. Vice-Presidents of the
Corporation shall have such powers and perform such duties as shall from time to
time be assigned by them by these By-Laws or by the Board of Directors.
Section 4. Powers and Duties of the Secretary. The Secretary shall keep the
minutes of all meetings of the Board of Directors and the minutes of all
meetings of the shareholder in books provided for that purpose; he shall attend
to the giving or serving of all notices of the Corporation. He may sign with the
President or Vice-President, in the name of the Corporation, all contracts when
authorized so to do either generally or in special instance by the Board of
Directors and, when so ordered by the Board of Directors, he shall affix the
seal of the Corporation thereto; he shall have charge of the stock certificate
books, transfer books and stock ledgers and such other books and papers as the
Board of Directors shall direct, all of which shall at all reasonable times be
open to the examination of any Director, and he shall in general perform all the
duties incident to the office of Secretary, subject to the control of the Board
of Directors.
Section 5. Powers and Duties of the Treasurer. The Treasurer shall have custody
of all of the funds and securities of the Corporation which may come into his
hands; he may endorse on behalf of the Corporation for collection checks, notes
and other obligations and shall deposit the same to the credit of the
Corporation in such bank or banks or depositary or depositaries as the Board of
Directors may designate; he may sign all receipts and vouchers for payment made
to the Corporation; he shall enter or cause to be entered regularly in the books
of the Corporation kept for the purpose full and accurate accounts of all moneys
received and paid on account of the Corporation and whenever required by the
Board of Directors, shall render statements of such accounts;
-6-
<PAGE> 7
he shall at all reasonable times exhibit his books and accounts to any Director
of the Corporation, and he shall perform all the actions incident to the
position of Treasurer, subject to the control of the Board of Directors.
Section 6. Compensation of Officers. The President and other officers of the
Corporation shall be entitled to receive such compensation for their services as
shall from time to time be determined by the Board of Directors.
Section 7. Absence of Officers. In the absence of any officer of the
Corporation, or for any other reason which the Board of Directors may deem
sufficient, the Board of Directors may delegate, for the time being, the powers
or duties of any of them, or such officers to any other officer or to any
Director or Directors provided a majority of the Board of Directors concur
therein.
ARTICLE IV
CLOSING OF TRANSFER BOOKS
OR FIXING OF RECORD DATE
Section 1. Record Date. The Board of Directors may fix, in advance, a date as
the record date, for the purpose of determining shareholders entitled to notice
of, or to vote at any meeting or entitled to receive payment of dividends, or to
the allotment of rights or to exercise the rights in respect of any change,
conversion or exchange of capital stock. Such date, in any case, shall not be
more than forty (40) days, and in the case of a meeting of shareholders, not
less than ten (10) days, prior to the date on which a particular action
requiring such determination of shareholders is to be taken.
Section 2. Closing Books. In lieu of fixing a record date, the Board of
Directors may provide that the stock transfer books shall be closed for a stated
period but not to exceed in any case, twenty days preceding the original date
fixed for any meeting of shareholders or the date for the allotment of rights or
the date for the payment of any dividend or the date when any change or
conversion or exchange of capital stock shall go into effect. If the stock
transfer books are closed for the purpose of determining stockholders entitled
to notice of or to vote at a meeting of stockholders,
-7-
<PAGE> 8
such book shall be closed for at least ten (10) days immediately preceding such
meeting.
Section 3. Voting List. The Secretary shall make, at least ten (10) day before
such meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten (10) days prior to such meeting, shall be kept on file at the
registered office of the Corporation and shall be subject to inspection by any
shareholder holding two (2%) percent or more of the outstanding capital stock of
the Corporation, at any time during the usual business hours. Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting. The original stock transfer books shall be prima facie evidence as to
who are the stockholders entitled to examine such list, or Stock Transfer Books,
or to vote at any meeting of shareholders. Failure to comply with the
requirements of this Section shall not affect the validity of any action taken
at such meeting.
ARTICLE V
CAPITAL STOCK - SEAL - FISCAL YEAR
Section 1. Certificates for Shares. The certificates for shares of the capital
stock of the Corporation shall be in such form, not inconsistent with the
Articles of Incorporation, as shall be approved by the Board of Directors. All
certificates shall be signed by the President or Vice-President and shall be
signed by the Treasurer, Assistant Treasurer or the Secretary or Assistant
Secretary and sealed with the corporate seal and shall not be valid unless so
signed and sealed.
In case any officer or officers, who shall have signed any such certificate or
certificates, shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates had not ceased to be such officer of the Corporation.
-8-
<PAGE> 9
All certificates for shares of stock shall be consecutively numbered as the same
are issued. The name of the person owning the shares represented thereby with
the number of such shares and the date of issue thereof shall be entered on the
Corporation's books.
All certificates surrendered to the Corporation for transfer shall be cancelled,
and no new certificates shall be issued until former certificates for the same
number of shares have been surrendered and cancelled.
Except as hereinbefore provided, the Board of Directors shall have the power and
authority to make all rules and regulations as the Board shall deem expedient,
regulations and issuance, transfer and registration of certificates for shares
in this Corporation.
Section 2. Transfer of Shares. Title to a certificate and to the shares
represented thereby can be transferred only (a) by delivery of the certificate
endorsed either in blank or to a specified person by the person appearing by the
certificate to be the owner of the shares represented thereby, or (b) by
delivery of the certificate and a separate document containing a written
assignment of the certificate or a power of attorney to sell, assign or transfer
the same or the shares represented thereby, signed by the person appearing by
the certificate to be the owner of the shares represented thereby. Such
assignment or power of attorney may be either in blank or to a specified person.
However, this Corporation will only recognize the person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the Corporation shall
have express or other notice thereof, save as may be otherwise provided by
statute.
Shares of the capital stock of the Corporation shall be transferred on the books
of the Corporation by the holder thereof, in person or by his attorney duly
authorized in writing, upon surrender and cancellation of certificates for the
number of shares to be transferred. Books for the transfer of shares of its
capital stock shall be kept by the Corporation or by one or more transfer agents
appointed by it.
Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged
-9-
<PAGE> 10
to have been stolen, lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be stolen, lost or
destroyed. When authorizing such issue of a new certificate the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such stolen, lost or destroyed certificate or his
legal representative to advertise the same in such manner as it shall require
and/or to give bonds with sufficient surety, to the Corporation to indemnify it
against any loss or claim which may arise by reason of the issuance of a new
certificate.
Section 4. Corporate Seal. The Board of Directors shall provide a suitable seal,
containing the name of the Corporation, which shall be in the charge of the
Secretary. If and when so directed by the Board of Directors, a duplicate of the
seal may be kept and used by any officer of the Corporation designated by the
Board.
Section 5. Fiscal Year. The fiscal year of the Corporation shall be determined
by the Board of Directors of Directors.
ARTICLE VI
MISCELLANEOUS
Section 1. Records Accounts. All accounts, records and memoranda shall be kept
in books and papers supplied by the Corporation and these and all vouchers,
documents and other writings, whether in book form or otherwise, whether or not
supplied by the Corporation, shall be subject to the control of the Board of
Directors.
Section 2. Waivers of Notice. Notice of the time, place and purpose of any
meeting required to be given under the provisions of these By-Laws may be waived
by telegram, radiogram, cablegram or other writing by those not present and
entitled to vote thereat either before or after the holding thereof.
Section 3. Bank Accounts, Checks, Drafts, Etc. The officers of the Corporation
shall establish and maintain bank accounts, in the name of the Corporation, in
such banks or depositaries as the Board of Directors shall select. Any moneys,
checks drafts and others for the payment of money shall be deposited therein to
the credit of the Corporation without undue delays and all payments on behalf of
the Corporation shall be made by check on any of such accounts.
-10-
<PAGE> 11
All notes, checks, drafts and orders for the payment of money issued by this
Corporation shall be signed on behalf of the Corporation by such officers or
agents of the Corporation as the Board of Directors shall from time to time
prescribe. The sale, transfer, assignment and/or conveyance of any of the assets
of the Corporation shall be executed in the name of and on behalf of the
Corporation by such officers of the Corporation as the Board of Directors shall
from time to time prescribe, and in the absence of such specification by the
Board of Directors the President may execute the same in the name of and on
behalf of this Corporation and may affix the corporate seal thereto, or any
Vice-President, and the Secretary, or Assistant Secretary, may execute the same
in the name of and on behalf of this Corporation and may affix the corporate
seal thereto.
ARTICLE VII
AMENDMENTS
The Board of Directors shall have power to alter, amend, add to and repeal the
By-Laws of the Corporation by a vote of a majority of the Board. The
shareholders, by the affirmative vote of a majority of the stock issued,
outstanding and entitled to vote, may make, alter, amend or add to the By-Laws
without notice at any regular meeting, or at any special meeting, if the
substance of such amendment be contained in the notice of such special meeting,
provided that the Board of Directors shall not make or alter any By-Laws fixing
their qualification, classifications or term of office.
ARTICLE VIII
ACTION BY UNANIMOUS WRITTEN CONSENT
Notwithstanding any other provision of these By-Laws, if and when the Directors
or stockholders of this Corporation shall severally or collectively consent in
writing to any action to be taken by the Corporation, such action shall be as
valid a corporate action as though it had been authorized at a meeting of the
Board of Directors or stockholders respectively,
-11-
<PAGE> 12
whether such consent is given before or after the action is taken, and said
consent in writing and the action taken thereon shall be evidenced by
appropriate memorandum in the minute book of this Corporation, and the execution
of said consent in writing by any Directors or stockholders shall constitute a
waiver of the notice requirements set forth in the statutes of the State of
incorporation of this Corporation, or By-Laws of this Corporation which might
otherwise invalidate said action.
ARTICLE IX
DISALLOWED PAYMENTS TO OFFICERS
Any payments made to an officer of the Corporation such as salary, commission,
bonus, interest, or rent, or entertainment expenses incurred by him, which shall
be disallowed in whole or in part as a deductible expense by the Internal
Revenue Service, shall be reimbursed by such officer to the Corporation to the
full extent of such disallowance. It shall be the duty of the Directors, as a
Board, to enforce payment of each such amount disallowed. In lieu of payment by
the officer, subject to the determination of the Directors, proportionate
amounts may be withheld from his future compensation payments until the amount
owed to the Corporation has been recovered.
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND THE CONDENSED
CONSOLIDATED BALANCE SHEET AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001059364
<NAME> EAGLE PICHER HOLDINGS, INC.
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-2000
<PERIOD-START> DEC-01-1999
<PERIOD-END> FEB-29-2000
<EXCHANGE-RATE> 1
<CASH> 11,528
<SECURITIES> 0
<RECEIVABLES> 122,182
<ALLOWANCES> 1,262
<INVENTORY> 94,818
<CURRENT-ASSETS> 279,832
<PP&E> 323,021
<DEPRECIATION> 76,513
<TOTAL-ASSETS> 805,236
<CURRENT-LIABILITIES> 206,810
<BONDS> 408,683
100,916
0
<COMMON> 10
<OTHER-SE> 55,920
<TOTAL-LIABILITY-AND-EQUITY> 805,236
<SALES> 221,843
<TOTAL-REVENUES> 221,843
<CGS> 177,568
<TOTAL-COSTS> 177,568
<OTHER-EXPENSES> 35,663
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,022
<INCOME-PRETAX> 21,597
<INCOME-TAX> 11,000
<INCOME-CONTINUING> 10,597
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,597
<EPS-BASIC> 7.64
<EPS-DILUTED> 7.64
</TABLE>
