<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 August 31, 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 October 13, 2000.
374,999 shares of Class B common capital stock, $.01 par value each, were
outstanding at October 13, 2000.
1
<PAGE> 2
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
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Number
------
PART I. FINANCIAL INFORMATION
<S> <C>
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.............................. 20
Item 3. Quantitative and Qualitative Disclosures About Market Risk... 28
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................. 29
Signatures............................................................ 30
Exhibit Index......................................................... 39
</TABLE>
3
<PAGE> 4
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 Nine Months Ended
August 31 August 31
---------------------- ----------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net Sales $ 197,914 $ 231,308 $ 641,237 $ 675,569
--------- --------- --------- ---------
Operating Costs and Expenses:
Cost of products sold (exclusive
of depreciation) 160,845 185,283 514,242 534,786
Selling and administrative 15,872 17,874 54,275 55,859
Depreciation 11,008 11,836 35,393 33,901
Amortization of intangibles 3,980 4,413 12,241 12,828
Management compensation - special -- -- 1,560 --
Proceeds from insurance settlement -- -- (16,000) --
(Gain)loss on sales of divisions 2,089 -- (12,220) --
(Gain)loss on sales of assets (51) 148 (439) 137
--------- --------- --------- ---------
193,743 219,554 589,052 637,511
--------- --------- --------- ---------
Operating Income 4,171 11,754 52,185 38,058
Interest expense (11,263) (14,137) (35,982) (37,586)
Other income 775 659 398 985
--------- --------- --------- ---------
Income (Loss) Before Taxes (6,317) (1,724) 16,601 1,457
Income Taxes (Benefit) (2,150) 350 11,600 2,300
--------- --------- --------- ---------
Net Income (Loss) $ (4,167) $ (2,074) $ 5,001 $ (843)
========= ========= ========= =========
Loss Applicable to
Common Shareholders $ (7,127) $ (4,714) $ (3,714) $ (8,617)
========= ========= ========= =========
Loss per Common Share $ (7.13) $ (4.71) $ (3.71) $ (8.62)
========= ========= ========= =========
Comprehensive Income (Loss) $ (4,200) $ (1,561) $ 3,532 $ (3,053)
========= ========= ========= =========
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
4
<PAGE> 5
EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
August 31 November 30
ASSETS 2000 1999
-------- --------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 8,826 $ 10,071
Receivables, less allowances 113,474 122,499
Inventories:
Raw materials and supplies 50,064 46,448
Work in process 35,438 27,669
Finished goods 16,201 16,382
-------- --------
101,703 90,499
Net assets of operations to be sold -- 64,201
Prepaid expenses 7,412 7,063
Deferred income taxes 14,565 16,665
-------- --------
Total current assets 245,980 310,998
-------- --------
PROPERTY, PLANT AND EQUIPMENT 347,678 319,778
Less accumulated depreciation 99,545 67,318
-------- --------
Net property, plant and equipment 248,133 252,460
-------- --------
EXCESS OF ACQUIRED NET ASSETS OVER COST, net of
accumulated amortization of $38,112 and
$26,212, respectively 200,737 205,565
-------- --------
OTHER ASSETS 81,977 72,977
-------- --------
Total Assets $776,827 $842,000
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 54,366 $ 50,588
Long-term debt - current portion 65,847 86,318
Income taxes 5,284 2,291
Other current liabilities 70,320 63,869
-------- --------
Total current liabilities 195,817 203,066
LONG-TERM DEBT - less current portion 394,761 457,761
DEFERRED INCOME TAXES 10,086 10,086
OTHER LONG-TERM LIABILITIES 25,364 23,820
-------- --------
Total Liabilities 626,028 694,733
-------- --------
11-3/4% CUMULATIVE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK; authorized 50,000 shares;
issued and outstanding 14,191 shares 106,671 97,956
-------- --------
</TABLE>
5
<PAGE> 6
EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
August 31 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 (53,616) (49,902)
Accumulated other comprehensive loss (2,257) (788)
--------- ---------
Total Shareholders' Equity 44,128 49,311
--------- ---------
Total Liabilities and Shareholders' Equity $ 776,827 $ 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>
Nine Months Ended
August 31
----------------------------
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 5,001 $ (843)
Adjustments to reconcile net income (loss)
to net cash provided by
operating activities:
Depreciation and amortization 50,059 48,851
(Gain) on sales of divisions (12,220) --
Changes in assets and liabilities,
net of effect of acquisitions and
divestitures:
Receivables 11,760 7,701
Inventories (6,007) (12,587)
Accounts payable 2,165 (5,677)
Accrued liabilities (8,112) 1,516
Other (4,516) (4,026)
--------- ---------
Net cash provided by
operating activities 38,130 34,935
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of divisions 84,833 12,400
Acquisitions (11,796) (60,209)
Capital expenditures (30,511) (39,860)
Other 1,576 517
--------- ---------
Net cash provided by (used in)
investing activities 44,102 (87,152)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Reduction of long-term debt (19,093) (136,522)
Net borrowings (repayments) under revolving
credit agreements (63,482) 180,284
Other (902) (269)
--------- ---------
Net cash provided by (used in)
financing activities (83,477) 43,493
--------- ---------
</TABLE>
7
<PAGE> 8
EAGLE-PICHER HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
August 31
---------------------
2000 1999
-------- --------
<S> <C> <C>
Net decrease in cash and cash equivalents (1,245) (8,724)
Cash and cash equivalents, beginning of period 10,071 13,681
-------- --------
Cash and cash equivalents, end of period $ 8,826 $ 4,957
======== ========
Supplemental cash flow information: 2000 1999
-------- --------
Cash paid during the three months ended August 31:
Interest paid $ 5,294 $ 7,968
Income taxes paid, net $ 3,037 $ 2,124
Cash paid during the nine months ended August 31:
Interest paid $ 28,655 $ 29,527
Income taxes paid, net $ 6,827 $ 10,122
</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 ("GAAP") have been omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. These financial statements should
be read in conjunction with the financial statements and notes thereto for the
fiscal year ended November 30, 1999 included in the Company's 1999 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 and nine months ended August 31, 2000 and 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 and
nine months ended August 31, 2000 and 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 $2.6 million for the
three months ended August 31, 2000 and 1999, respectively, and $8.7 and $7.8 for
the nine months ended August 31, 2000 and 1999, respectively. No potential
common stock was outstanding during the nine months ended August 31, 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 (financed from the Company's revolving credit
facility) 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. This
investment was accounted for using the equity method.
On June 30, 2000, the Company acquired the stock of BlueStar Battery
Systems Corporation, a Canadian corporation, for $4.9 million which was financed
from the Company's revolving credit facility. This acquisition will be accounted
for as a purchase.
The proforma effects of these acquisitions will not be material to the
Company's
9
<PAGE> 10
operations for 2000 and 1999.
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. On
July 31, 2000, the Company sold the assets of the Cincinnati Industrial
Machinery Division. On May 31, 2000, the Company sold the assets of the Rubber
Molding Division, including the stock of its Spanish subsidiary, Eagle-Picher
Rubber Molding S.A. 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 net proceeds of all of the transactions, which were approximately
$84.8 million, were used to reduce outstanding debt. The aggregate net gain of
these transactions was approximately $12.2 million. All of the divisions which
were included in the plan have now been sold.
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.
10
<PAGE> 11
Information about reported segment income or loss is as follows:
Three Months Ended Nine Months Ended
August 31 August 31
---------------- ----------------
2000 1999 2000 1999
------ ------ ------ ------
(In millions of dollars)
Net Sales
Automotive $109.6 $140.8 $383.5 $405.7
Industrial 88.3 90.5 257.7 269.9
------ ------ ------ ------
Total $197.9 $231.3 $641.2 $675.6
====== ====== ====== ======
Income (Loss) Before Taxes:
Automotive $ (1.6) $ .4 $ 18.6 $ 8.3
Industrial (4.2) .6 .3 (5.8)
Corporate (3.7) (2.7) 3.8 (7.1)
------ ------ ------ ------
Total $ (6.3) $ (1.7) $ 16.6 $ 1.5
====== ====== ====== ======
As previously mentioned, the Company sold its Ross Aluminum, MARCO and
Fluid Systems Divisions in the first quarter of 2000 and its Rubber Molding
Division in the second quarter of 2000. All were included in the Automotive
Segment. The Cincinnati Industrial Division, which was sold in the third quarter
of 2000, was included in the Industrial Products Segment. The net assets of
these divisions, which were included in the caption "Net assets of operations to
be sold," were $64.2 million as of November 30, 1999.
G. SUPPLEMENTAL GUARANTOR INFORMATION
The indebtedness of the Company's wholly-owned subsidiary, Eagle-Picher
Industries, Inc. ("EPI") includes a syndicated secured loan facility ("Credit
Agreement") and $220.0 million in senior subordinated notes ("Subordinated
Notes"). Both the Credit Agreement and the Subordinated Notes are guaranteed on
a full, unconditional and joint and several basis by the Company and certain of
EPI's wholly-owned domestic subsidiaries ("Subsidiary Guarantors") including
Carpenter Enterprises Ltd., which was acquired in 1999, and Eagle-Picher
Acceptance Corporation, which was formed in 1999. Management has determined that
full financial statements and other disclosures concerning EPI or the Subsidiary
Guarantors would not be material to investors and such financial statements are
not presented. The following supplemental condensed combining financial
statements present information regarding EPI, the Subsidiary Guarantors and the
subsidiaries that did not guarantee the debt.
EPI and the Subsidiary Guarantors are subject to restrictions on the
payment of dividends under the terms of both the Credit Agreement and the
Indenture supporting the Subordinated Notes, both of which were filed with the
Company's Form S-4 Registration Statement No. 333-49957-01 filed on April 11,
1998 and both of which were incorporated by reference to the Company's Form 10-K
filed on February 28, 2000.
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EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
THREE MONTHS ENDED AUGUST 31, 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 $ 36,635 $ -- $ 140,508 $ 20,771 $ -- $ 197,914
Intercompany 4,676 -- 2,973 2,476 (10,125) --
Operating Costs and Expenses:
Cost of products sold (exclusive of depreciation) 32,739 -- 118,854 19,377 (10,125) 160,845
Selling and administrative 8,694 1 5,254 1,990 (67) 15,872
Intercompany charges (3,221) -- 3,221 (67) 67 --
Depreciation 2,233 -- 7,923 852 -- 11,008
Amortization of intangibles 960 -- 2,780 240 -- 3,980
Loss on sales of divisions 2,043 -- -- 46 -- 2,089
Gain on sales of assets (3) -- (48) -- -- (51)
--------- --------- --------- --------- --------- ---------
Total 43,445 1 137,984 22,438 (10,125) 193,743
--------- --------- --------- --------- --------- ---------
Operating Income (Loss) (2,134) (1) 5,497 809 -- 4,171
Other Income (Expense)
Interest expense (3,754) -- (7,101) (753) 345 (11,263)
Other income (expense) 123 -- 692 305 (345) 775
Equity in earnings of
consolidated subsidiaries (177) (2,566) 754 -- 1,989 --
--------- --------- --------- --------- --------- ---------
Income (Loss) Before Taxes (5,942) (2,567) (158) 361 1,989 (6,317)
Income Taxes (Benefit) (2,530) -- 13 367 -- (2,150)
--------- --------- --------- --------- --------- ---------
Net Income (Loss) $ (3,412) $ (2,567) $ (171) $ (6) $ 1,989 $ (4,167)
========= ========= ========= ========= ========= =========
</TABLE>
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EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
NINE MONTHS ENDED AUGUST 31, 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 $ 126,781 $ -- $ 435,547 $ 78,909 $ -- $ 641,237
Intercompany 12,804 -- 10,021 7,635 (30,460) --
Operating Costs and Expenses:
Cost of products sold (exclusive of depreciation) 107,819 -- 362,919 73,886 (30,382) 514,242
Selling and administrative 29,972 8 16,926 7,474 (105) 54,275
Management compensation - special 1,560 -- -- -- -- 1,560
Intercompany charges (9,913) -- 9,912 (104) 105 --
Depreciation 7,910 -- 24,245 3,238 -- 35,393
Amortization of intangibles 3,219 -- 8,302 720 -- 12,241
Proceeds from insurance settlement (16,000) -- -- -- -- (16,000)
(Gain) loss on sales of divisions 3,303 -- (3,976) (11,547) -- (12,220)
(Gain) loss on sales of assets (37) -- (442) 7 33 (439)
--------- --------- --------- --------- --------- ---------
Total 127,833 8 417,886 73,674 (30,349) 589,052
--------- --------- --------- --------- --------- ---------
Operating Income (Loss) 11,752 (8) 27,682 12,870 (111) 52,185
Other Income (Expense)
Interest expense (12,437) -- (21,601) (3,392) 1,448 (35,982)
Other income (expense) 526 -- 1,750 (430) (1,448) 398
Equity in earnings of
consolidated subsidiaries 12,437 6,609 1,524 -- (20,570) --
--------- --------- --------- --------- --------- ---------
Income (Loss) Before Taxes 12,278 6,601 9,355 9,048 (20,681) 16,601
Income Taxes 5,634 -- 5,478 488 -- 11,600
--------- --------- --------- --------- --------- ---------
Net Income (Loss) $ 6,644 $ 6,601 $ 3,877 $ 8,560 $ (20,681) $ 5,001
========= ========= ========= ========= ========= =========
</TABLE>
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EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
AS OF AUGUST 31, 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 $ 1,005 $ 1 $ 1,431 $ 7,923 $ (1,534) $ 8,826
Receivables, net 10,532 -- 85,837 17,105 -- 113,474
Intercompany accounts receivable 4,898 -- 6,764 9,251 (20,913) --
Inventories 26,532 -- 62,036 14,397 (1,262) 101,703
Prepaid expenses 1,506 -- 3,873 2,033 -- 7,412
Deferred income taxes 14,565 -- -- -- -- 14,565
--------- --------- --------- --------- --------- ---------
Total current assets 59,038 1 159,941 50,709 (23,709) 245,980
Property, Plant & Equipment, net 38,478 -- 183,005 26,683 (33) 248,133
Investment in Subsidiaries 121,033 154,663 11,981 -- (287,677) --
Excess of Acquired Net Assets Over Cost, net 47,921 -- 140,279 12,537 -- 200,737
Other Assets 58,708 -- 29,440 2,910 (9,081) 81,977
--------- --------- --------- --------- --------- ---------
Total Assets $ 325,178 $ 154,664 $ 524,646 $ 92,839 $(320,500) $ 776,827
========= ========= ========= ========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 11,030 $ -- $ 39,016 $ 4,320 $ -- $ 54,366
Intercompany accounts payable 94 -- 178 11,339 (11,611) --
Long-term debt - current portion 19,602 -- 45,500 2,395 (1,650) 65,847
Income taxes 5,148 -- -- 136 -- 5,284
Other current liabilities 41,356 -- 21,739 7,225 -- 70,320
--------- --------- --------- --------- --------- ---------
Total current liabilities 77,230 -- 106,433 25,415 (13,261) 195,817
Long-term Debt - less current portion 392,512 -- 7,431 2,249 (7,431) 394,761
Deferred Income Taxes 10,086 -- -- -- -- 10,086
Other Long-Term Liabilities 22,414 13 1,000 1,937 -- 25,364
--------- --------- --------- --------- --------- ---------
Total Liabilities 502,242 13 114,864 29,601 (20,692) 626,028
Intercompany Accounts (320,716) -- 308,266 31,672 (19,222) --
11 3/4% Cumulative Redeemable
Exchangeable Preferred Stock -- 106,671 -- -- -- 106,671
Shareholders' Equity 143,652 47,980 101,516 31,566 (280,586) 44,128
--------- --------- --------- --------- --------- ---------
Total Liabilities & Equity $ 325,178 $ 154,664 $ 524,646 $ 92,839 $(320,500) $ 776,827
========= ========= ========= ========= ========= =========
</TABLE>
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EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED AUGUST 31, 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) $ 6,644 $ 6,601 $ 3,877 $ 8,560 $ (20,681) $ 5,001
Adjustments to reconcile net income
(loss) to cash provided by (used in)
operating activities:
Equity in earnings (loss) of consolidated
subsidiaries (12,437) (6,609) (1,524) -- 20,570 --
Depreciation and amortization 13,245 -- 32,856 3,958 -- 50,059
(Gain) loss on sales of divisions 3,349 -- (3,976) (11,593) -- (12,220)
Changes in assets and liabilities, net of
effect of acquisitions and divestitures (366) 8 4,724 (14,501) 5,425 (4,710)
--------- --------- --------- --------- --------- ---------
Net cash provided by (used in)
operating activities 10,435 -- 35,957 (13,576) 5,314 38,130
--------- --------- --------- --------- --------- ---------
Cash Flows From Investing Activities:
Proceeds from sales of divisions 46,787 -- 10,430 27,616 -- 84,833
Acquisition of divisions -- -- (11,796) -- -- (11,796)
Capital expenditures (3,852) -- (23,034) (3,625) -- (30,511)
Other 2,085 -- 111 (90) (530) 1,576
--------- --------- --------- --------- --------- ---------
Net cash provided by (used in)
investing activities 45,020 -- (24,289) 23,901 (530) 44,102
--------- --------- --------- --------- --------- ---------
Cash Flows From Financing Activities:
Reduction of long-term debt (19,093) -- -- -- -- (19,093)
Net borrowings(repayments)under revolving
credit agreements (34,700) -- (18,250) (10,530) -- (63,480)
Other (7) -- -- (897) -- (904)
--------- --------- --------- --------- --------- ---------
Net cash financing activities (53,800) -- (18,250) (11,427) -- (83,477)
--------- --------- --------- --------- --------- ---------
Increase (decrease) in cash 1,655 -- (6,582) (1,102) 4,784 (1,245)
Intercompany accounts (4,714) -- 7,143 3,937 (6,366) --
Cash and cash equivalents,
beginning of period 4,064 1 870 5,088 48 10,071
--------- --------- --------- --------- --------- ---------
Cash and cash equivalents,
end of period $ 1,005 $ 1 $ 1,431 $ 7,923 $ (1,534) $ 8,826
========= ========= ========= ========= ========= =========
</TABLE>
15
<PAGE> 16
EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
THREE MONTHS ENDED AUGUST 31, 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 $ 53,009 $ -- $ 150,027 $ 28,272 $ -- $ 231,308
Intercompany 2,817 -- 3,101 2,099 (8,017) --
Operating Costs and Expenses:
Cost of products sold (exclusive
of depreciation) 41,039 -- 125,464 26,823 (8,043) 185,283
Selling and administrative 9,933 -- 5,164 2,828 (51) 17,874
Intercompany charges (2,883) -- 2,883 (50) 50 --
Depreciation 2,863 -- 7,717 1,256 -- 11,836
Amortization of intangibles 1,778 -- 2,393 242 -- 4,413
(Gain) loss on sale of assets (4) -- 152 -- -- 148
--------- --------- --------- --------- --------- ---------
Total 52,726 -- 143,773 31,099 (8,044) 219,554
--------- --------- --------- --------- --------- ---------
Operating Income (Loss) 3,100 -- 9,355 (728) 27 11,754
Other Income (Expense)
Interest expense (11,903) -- (2,664) (231) 661 (14,137)
Other income (expense) 213 -- 958 149 (661) 659
Equity in earnings of
consolidated subsidiaries 3,969 (2,074) 301 -- (2,196) --
--------- --------- --------- --------- --------- ---------
Income (Loss) Before Taxes (4,621) (2,074) 7,950 (810) (2,169) (1,724)
Income taxes (benefit) (2,821) -- 2,654 517 -- 350
--------- --------- --------- --------- --------- ---------
Net Income (Loss) $ (1,800) $ (2,074) $ 5,296 $ (1,327) $ (2,169) $ (2,074)
========= ========= ========= ========= ========= =========
</TABLE>
16
<PAGE> 17
EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
NINE MONTHS ENDED AUGUST 31, 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 $ 162,812 $ -- $ 430,948 $ 81,809 $ -- $ 675,569
Intercompany 9,962 -- 7,680 6,070 (23,712) --
Operating Costs and Expenses:
Cost of products sold (exclusive
of depreciation) 127,865 -- 354,464 76,273 (23,816) 534,786
Selling and administrative 31,402 -- 16,650 7,962 (155) 55,859
Intercompany charges (8,079) -- 8,078 (161) 162 --
Depreciation 8,700 -- 21,552 3,649 -- 33,901
Amortization of intangibles 4,922 -- 7,179 727 -- 12,828
(Gain) loss on sale of assets (20) -- 152 5 -- 137
------------ ------------ ------------ ------------ ------------ ------------
Total 164,790 -- 408,075 88,455 (23,809) 637,511
------------ ------------ ------------ ------------ ------------ ------------
Operating Income (Loss) 7,984 -- 30,553 (576) 97 38,058
Other Income (Expense)
Interest expense (34,885) -- (2,737) (625) 661 (37,586)
Other income (expense) 758 -- 994 (106) (661) 985
Equity in earnings of
consolidated subsidiaries 17,795 (843) 561 -- (17,513) --
------------ ------------ ------------ ------------ ------------ ------------
Income (Loss) Before Taxes (8,348) (843) 29,371 (1,307) (17,416) 1,457
Income taxes (benefit) (7,969) -- 8,983 1,286 -- 2,300
------------ ------------ ------------ ------------ ------------ ------------
Net Income (Loss) $ (379) $ (843) $ 20,388 $ (2,593) $ (17,416) $ (843)
============ ============ ============ ============ ============ ============
</TABLE>
17
<PAGE> 18
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>
18
<PAGE> 19
EAGLE-PICHER HOLDINGS, INC.
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED AUGUST 31, 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) $ (379) $ (843) $ 20,388 $ (2,593) $ (17,416) $ (843)
Adjustments to reconcile net income
(loss) to cash provided by (used in)
operating activities:
Equity in earnings of consolidated subsidiaries (17,795) 843 (561) -- 17,513 --
Depreciation and amortization 15,744 -- 28,731 4,376 -- 48,851
Changes in assets and liabilities,
net of effect of acquisitions
and divestitures 16,264 -- (24,254) (5,325) 242 (13,073)
--------- --------- --------- --------- --------- ---------
Net cash provided by (used in)
operating activities 13,834 -- 24,304 (3,542) 339 34,935
--------- --------- --------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of division 12,400 -- -- -- -- 12,400
Acquisition of division -- -- (60,209) -- -- (60,209)
Capital expenditures (4,055) -- (26,772) (9,033) -- (39,860)
Other (757) -- 749 (183) 708 517
--------- --------- --------- --------- --------- ---------
Net cash provided by (used in)
investing activities 7,588 -- (86,232) (9,216) 708 (87,152)
--------- --------- --------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Reduction of long-term debt (136,522) -- -- -- -- (136,522)
Borrowings (repayments) on revolving
credit agreement 107,175 -- 63,250 9,860 -- 180,285
Other (54) -- -- (216) -- (270)
--------- --------- --------- --------- --------- ---------
Net cash provided by (used in)
financing activities (29,401) -- 63,250 9,644 -- 43,493
--------- --------- --------- --------- --------- ---------
Increase (decrease) in cash and
cash equivalents (7,979) -- 1,322 (3,114) 1,047 (8,724)
Intercompany accounts 898 -- (909) 1,236 (1,225) --
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 7,464 1 712 5,125 379 13,681
--------- --------- --------- --------- --------- ---------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 383 $ 1 $ 1,125 $ 3,247 $ 201 $ 4,957
========= ========= ========= ========= ========= =========
</TABLE>
19
<PAGE> 20
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
The Company conducts its business through Eagle-Picher Industries,
Inc., ("EPI"), a diversified manufacturing, mining and technology company. EPI
conducts its business through both unincorporated divisions and separately
incorporated subsidiaries, both of which are referred to herein as divisions.
EPI is the Company's only subsidiary, therefore, the Company's results of
operations and cash flow approximate those of EPI. References herein will be to
the Company, except for instances where it is more appropriate to specifically
refer to EPI.
Please refer to Note F. contained in Item 1. of this report regarding
Segment Reporting.
Net Sales. The Company's net sales were $197.9 million in the three
months ended August 31, 2000 compared to $231.3 million in the same period of
1999. Excluding the sales of the Ross Aluminum, Fluid Systems, MARCO, Rubber
Molding and Cincinnati Industrial Machinery Divisions (the "Divested
Divisions"), sales for the quarters ended August 31, 2000 and 1999 were $196.3
million and $200.9 million, respectively, a decline of 2.3%. Sales for the nine
months ended August 31, 2000 were $641.2 million, compared to $675.6 million for
the same period in 1999. Sales for the first nine months of 2000 and 1999,
excluding the sales of the Divested Divisions, were $598.5 million and $581.6
million, respectively, an increase of 2.9%.
Net sales of the Automotive Group declined 2.0% in the third quarter of
2000 and increased 9.7% in the nine months ended August 31, 2000 from the
comparable periods in 1999, after excluding the sales of the Divested Divisions.
Sales of precision-machined automotive components were down slightly in the
quarter due to production slow-downs at two major customers. The sales increase
for the first nine months of 2000, due to the acquisition of Carpenter
Enterprises, Ltd. on March 1, 1999, has been slightly offset by the
discontinuation of certain customer programs, price reductions granted to
certain customers and a decline in the value of the euro.
Net sales of the Industrial Group, excluding sales of the Divested
Divisions, declined 2.7% in the three months ended and 5.1% in the nine months
ended August 31, 2000, respectively, from the comparable periods in 1999. In the
third quarter, weaknesses in the aerospace products market and defense market
continued. Increased interest rates have contributed to weaker demand for
wheel-tractor scrapers and forklift trucks. Declines resulting from these
factors were somewhat offset by the acquisition of BlueStar Battery Systems
Corporation on June 30, 2000 and increased demand for germanium products used in
fiber-optics and for semiconductor components. Sales of diatomaceous earth
products were relatively flat. Year to date, the results of the weaknesses in
the aerospace products and defense markets and wheel-tractor scraper markets
have overshadowed volume increases in component parts for other construction
equipment, forklift trucks, boron products, germanium products and semiconductor
components.
20
<PAGE> 21
Cost of Products Sold. Cost of products sold, excluding depreciation
expense and the cost of sales of the Divested Divisions, was 81.1% of sales in
the three months ended August 31, 2000 compared to 79.5% of sales in the same
period of 1999. On a year-to-date basis, cost of products sold on the same basis
was 79.8% of sales in 2000 compared to 78.8% of sales in 1999. The lower volumes
in aerospace products, defense products and wheel-tractor scrapers contributed
to these increases through poor overhead absorption. Higher fuel costs
contributed to increases in the percentage of cost of products sold to net sales
in the diatomaceous earth operations. The process used to dry the diatomaceous
earth is very energy intensive. In addition, the precision-machined automotive
components experienced higher than expected awards of new business resulting in
higher start-up costs for new product launches which contributed to the higher
percentage of cost of products sold to net sales in 2000. These increases were
partially offset by a reclassification of certain expenses as selling and
administrative.
Selling and Administrative. Selling and administrative expenses,
excluding those of the Divested Divisions, were $15.6 million in the third
quarter of 2000 compared to $14.9 million in the same period of 1999. On a
year-to-date basis, selling and administrative expenses, excluding those of the
Divested Divisions, were $49.5 million in 2000 compared to $46.4 million in
1999. The increase is attributable largely to the reclassification of certain
expenses in 2000 and higher health care expenses.
Depreciation. Depreciation, excluding amounts related to Divested
Divisions, was $11.0 million and $10.3 million in the third quarters of 2000 and
1999, respectively, and $33.3 million and $29.3 million in the nine months ended
August 31, 2000 and 1999, respectively. In accordance with purchase accounting,
a company is allowed one year from the date of an acquisition to finalize its
purchase price adjustments. Although Carpenter was acquired as of March 1, 1999,
the appraisals necessary to adjust the property, plant and equipment accounts to
fair value were not completed and analyzed until November 30, 1999. Therefore,
the depreciation expense in the second and third quarters of 1999 does not
reflect the total depreciation related to Carpenter. In addition, depreciation
increased in 2000 in divisions where significant capital expenditures were made
in recent years, notably operations manufacturing precision-machined automotive
components and forklift trucks.
Amortization of Intangibles. Amortization, excluding amounts related to
Divested Divisions, was $4.0 million in the third quarters of both 2000 and
1999, and $11.9 million and $11.5 million in the nine months ended August 31,
2000 and 1999, respectively. The increase in the nine month period is primarily
due to the fact that Carpenter was owned six months in 1999, but nine months in
2000.
Management Compensation - Special. Management compensation - special is
severance related to the separation from employment of a senior executive.
Proceeds from Insurance Settlement. The Company settled claims against
a former insurer regarding environmental remediation costs for $16.0 million and
received such proceeds in the first quarter of 2000.
Gain on Sale of Divisions. On July 31, 2000, the Company completed its
program of selling its smaller divisions when it sold the assets of the
Cincinnati Industrial Machinery Division. Earlier in the year, the Company sold
the assets of its Rubber Molding Division and the stock of its Spanish
subsidiary, Eagle-Picher Rubber Molding S.A., the assets of its Ross Aluminum
and MARCO Divisions, and its interest in the common stock of its two
subsidiaries which combined formed its Fluid Systems Division. The aggregate net
proceeds of and gain on these transactions in the nine months ended August 31,
2000 were $84.8 million and $12.2 million, respectively.
Interest Expense. Interest expense was $11.3 million in the third
quarter of 2000 compared to $14.1 million in the same period of 1999, and $36.0
million in the nine months ended August 31, 2000 compared to $37.6 million in
the same period of 1999. Despite higher
21
<PAGE> 22
interest rates on variable rate debt in 2000, interest expense was lower than
that in 1999 due to the application of the proceeds of the sales of the Ross
Aluminum, MARCO and Fluid Systems Divisions and the insurance settlement in the
first quarter of 2000 to the outstanding debt balances. In the second and third
quarters of 2000, the proceeds of the sale of the Rubber Molding and Cincinnati
Industrial Machinery Divisions were applied to outstanding debt balances.
Income (Loss) Before Taxes. Income (loss) before taxes was $(6.3)
million and $(1.7) million in the third quarters of 2000 and 1999, respectively,
and $16.6 million and $1.5 million in the nine months ended August 31, 2000 and
1999, respectively.
When discussing below income (loss) before taxes excluding the Divested
Divisions, the assumption has been made that all corporate expenses and interest
expenses allocated to the Divested Divisions would have been eliminated due to
the sale of those divisions. However, it is unlikely that the impact of the
divestitures on corporate expenses would be to reduce them by the full amounts
allocated to these divisions since corporate resources are not dedicated to
divisions or segments.
In the Automotive Group, income before taxes, excluding the results of
the Divested Divisions and gains on the sales of the Divested Divisions, was
$6.8 million for the nine months ended August 31, 2000 and $10.3 million for the
comparable period in 1999. The decline is due to lower volumes of
precision-machined automotive products, start-up costs relating to higher than
expected awards of new business and a decline in the value of the euro as
discussed earlier.
In the Industrial Group, the loss before taxes, excluding the results
of the Divested Divisions and losses on the sales of those divisions, was $2.3
million for the nine months ended August 31, 2000 compared to income before
taxes on a comparable basis of $2.2 million for the same period in 1999. Reasons
for the decline include the reduced volumes of aerospace and defense products
and construction equipment and increased fuel costs discussed earlier. These
declines were somewhat offset by reduced interest expense as depreciation
outpaced new investment reducing the net asset base in this segment.
Corporate income before taxes was $3.8 million in the first nine months
of 2000 compared to a loss before taxes of $7.1 million for the same period in
1999. Corporate income has increased primarily due to the $16.0 million
insurance settlement received in 2000. Factors offsetting this increase include
increased interest allocation and management compensation - special expenses
incurred in 2000.
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 acquisition of
Eagle-Picher Industries, Inc. is deductible; however, the amount of goodwill
that has tax basis changes as liabilities that were contingent for tax purposes
at the time of the 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 Divested Divisions was not includable as
basis 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). The net loss was $4.2 million and $2.1 million in
the three months ended August 31, 2000 and 1999, respectively. Net income for
the nine months ended August 31, 2000 was $5.0 million. The net loss for the
nine months ended August 31, 1999 was $0.8 million. Factors contributing to the
differences (discussed in detail above) include the effects of the acquisition
of Carpenter in the second quarter of 1999, and the aggregate gain from the sale
of the Divested Divisions and the receipt of the insurance settlement in 2000,
22
<PAGE> 23
The loss applicable to common shareholders was increased to $7.1
million and $4.7 million, respectively, by dividends accreted on the 11 3/4%
Cumulative Redeemable Exchangeable Preferred Stock ("Preferred Stock") of $3.0
and $2.6 million in the three months ended August 31, 2000 and 1999,
respectively. In the nine months ended August 31, 2000, net income of $5.0
million was reduced by Preferred Stock dividends of $8.7 million to arrive at a
net loss applicable to common shareholders of $(3.7) million. The loss
applicable to common shareholders was increased by Preferred Stock dividends of
$7.8 million in the nine months ended August 31, 1999 from $(.8) million to
$(8.6) million.
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>
Nine Months Ended
August 31
-------------------------
2000 1999
---- ----
(In millions of dollars)
<S> <C> <C>
EBITDA $75.0 $87.1
Cash provided by operating activities 38.1 34.9
Cash provided by (used in) investing activities 44.1 (87.2)
Cash provided by (used in) financing activities (83.5) 43.5
Preferred stock dividends accreted 8.7 7.8
Earnings/fixed charges and preferred stock dividends 1.17X .86X
</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. Funds
depicted by EBITDA are not available for management's discretionary use to the
extent they are required for debt service and other commitments.
For purposes of calculating EBITDA below, the assumption has been made
that all corporate expenses allocated to the Divested Divisions would have been
eliminated due to the sale of those divisions as described under "Results of
Operations -- Income (Loss) Before Taxes".
The Company's EBITDA, excluding that related to the Divested Divisions,
for the nine months ended August 31, 2000 and 1999 was $74.3 million and $81.8
million, respectively. The decline in EBITDA is attributable largely to the
impact of lower volumes of aerospace and defense products and wheel-tractor
scrapers, start-up costs relating to higher than expected awards of new
automotive business, lower volumes of precision machined automotive products
23
<PAGE> 24
increased fuel costs and the decline of the value of the euro.
OPERATING ACTIVITIES
Cash provided by operating activities was $38.1 million and $34.9 million
for the nine months ended August 31, 2000 and 1999, respectively, and consisted
of the following:
<TABLE>
<CAPTION>
Nine Months Ended August 31
---------------------------
2000 1999
---- ----
(in millions of dollars)
<S> <C> <C>
Income (loss) before taxes $16.6 $1.5
Depreciation and amortization,
excluding amortization of
deferred financing costs 47.6 46.7
(Gain) on sales of divisions (12.2) -
Add back interest expense 36.0 37.6
Interest paid (28.7) (29.5)
Income taxes paid, net (6.8) (10.1)
Working capital and other (14.4) (11.3)
----- -----
$38.1 $34.9
===== =====
</TABLE>
See "Results of Operations" for discussions concerning income (loss) before
taxes, depreciation and amortization, gain on sales of divisions and interest
expense.
Differences between interest paid and interest expense result from the
timing of the semi-annual interest payment on the Subordinated Notes, which was
paid on September 1, 2000 and from the amortization of deferred financing costs.
Although income tax expense is higher in 2000, tax payments have been
lower to date. This is due to the fact that no Federal income tax extension
payment was needed in 2000 for the 1999 tax year; however, a portion of the
Federal income tax liability associated with the 1998 tax year was paid in
fiscal year 1999. Additionally, 1999 Federal income taxes were overpaid and the
excess was used to reduce payments made for the 2000 tax year.
Generally, the Company's investment in working capital has decreased in
2000 as a result of lower sales volumes in some instances and better efforts to
manage it in others. However, the effect of the lower investment in working
capital has been offset by several factors including expenditures in the
Automotive Segment for tooling that will be billed back to the customer over the
life of the programs, expenditures made to secure a source of germanium,
expenditures made for post-closing expenses of divisions sold, and payments of
several bankruptcy claims and bonuses which related to the acquisition of the
Company in 1998.
INVESTING ACTIVITIES
Cash provided by investing activities was $44.1 million in the nine
months ended August 31, 2000. Cash used in investing activities was $87.2
million in the nine months ended August 31, 1999. In the first nine months of
2000, the Company sold the Divested Divisions for aggregate net proceeds of
$84.8 million. Early in the first quarter of 1999, the Company received $12.4
million in cash relating to the sale of the Trim Division.
24
<PAGE> 25
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. On June 30, the Company acquired the stock of BlueStar
Battery Systems Corporation for $4.9 million. The acquisition was financed from
the Company's revolving credit facility. The Company's cash requirement for the
acquisition of Carpenter in the second quarter of 1999 was $60.2 million,
including transaction costs. The Company also assumed $12.4 million in debt in
the Carpenter acquisition which was not refinanced.
Capital expenditures were $30.5 million and $39.9 million in the nine
months ended August 31, 2000 and 1999, respectively. The Company does not expect
that capital expenditures will exceed $50 million in 2000.
FINANCING ACTIVITIES
Cash used in financing activities was $83.5 million in the first nine
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 provided by financing activities was $43.5
million for the comparable period in 1999. The Company's borrowings to finance
the acquisition of Carpenter were in excess of 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 nine months ended August 31 was 1.17X in 2000 and .86X in 1999. In 1999,
earnings were insufficient to cover fixed charges and preferred stock dividends
by $6.3 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 $20.3
million. The resulting decrease from .86X to .55X is due to 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 August
31, 2000 the Company had outstanding borrowings and letters of credit under the
Facility of $101.3 million and $44.2 million, respectively, leaving the Company
with available borrowing capacity of $74.5 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
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<PAGE> 26
of the Fluid Systems and Rubber Molding Divisions. The Company also 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. The Company's Credit Agreement was amended, among other things, to
change certain definitions used in determining compliance with certain financial
covenants and to make corresponding changes to such financial covenants. A
complete copy of the amendment is included as Exhibit 10.52. The Company was in
compliance with the covenants of all of its credit facilities, including its
Credit Agreement and Subordinated Notes, at August 31, 2000.
Scheduled debt repayments are $5.3 million in the remaining three
months of 2000. In addition to scheduled debt repayments, the Company elected to
redeem an $8.0 million industrial revenue bond which had an original maturity
date in 2012. No penalties were incurred for this transaction and there was no
impact on the Company's liquidity since the letter of credit securing the
outstanding industrial revenue bond reserved against the Company's revolving
credit facility was canceled. 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 since such proceeds were reinvested as
permitted by 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.
EPI has reached an agreement in principle to settle the last remaining
claim from its chapter 11 reorganization; however, details of the settlement are
still being negotiated. It is anticipated the second and final bankruptcy
distribution of approximately $11.3 million will be made in the first quarter of
2001, after the settlement of this last claim is final.
Cash and cash equivalents were $8.8 million at August 31, 2000. The
Company estimates that it needs to maintain an ongoing cash balance of
approximately $8.0 million to $10.0 million 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.
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.
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
until May 31, 2000 in Spain, both of 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
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<PAGE> 27
Company's operations, both in Europe and in the United States. In markets where
sales are made in U.S. dollars, there may be added pressures to denominate sales
in the euro. The Company periodically reviews all of its operations' currency
exposures and intends to mitigate a significant portion of currency exposure
through both internal hedging and currency contracts with third party
intermediaries.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial 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. In June 2000, the
FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities," which amended certain provisions of SFAS No. 133.
The Company is currently assessing the impact that SFAS No. 133 and SFAS No. 138
will have on its financial position and the results of its operations.
Other recent accounting standards issued by the FASB are not applicable
to the Company.
RESTRICTIONS ON PAYMENT OF DIVIDENDS
EPI and the Subsidiary Guarantors are subject to restrictions on the
payment of dividends and other forms of payment in both the Credit Agreement and
the Indenture for the Subordinated Notes. Those restrictions generally prohibit
the payment of dividends to the Company either directly by EPI or indirectly
through any Subsidiary Guarantor. Certain limited exceptions are provided
allowing for payments to the Company. Specifically, EPI is authorized to make
payments to the Company in amounts not in excess of any amounts the Company is
required to pay to meet its consolidated income tax obligations. Additional
payments from EPI to the Company are permitted commencing September 1, 2003 in
amounts not in excess of the Company's obligations to make any cash dividend
payments required to be paid under the Company's Preferred Stock and to make any
cash interest payments required to be paid under any debentures issued by the
Company in exchange for the Company's Preferred Stock ("Exchange Debentures").
FORWARD-LOOKING STATEMENTS
This 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 and anticipated capital expenditures for the
remaining three months of 2000 under "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Investing
Activities;" (3) 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;" (4) statements
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<PAGE> 28
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;" and (5) statements regarding the potential costs associated
with hedging currency risks to the operations 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.
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<PAGE> 29
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.
As of August 31, 2000, there was $171.7 million of variable-rate debt
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
variable-rate debt outstanding under the Credit agreement, the receivables
Agreement and Industrial revenue bonds, which in the aggregate totals $87.6
million, has not been hedged. Accordingly, a 1% increase in the applicable index
rates would result in additional interest expenses of $0.9 million per year,
assuming no change in the level of borrowing.
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<PAGE> 30
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.52 Amendment to Credit Agreement and Consent dated as of August 1, 2000,
among EPI, the lenders party thereto, ABN AMRO Bank N.V. as Agent,
PNC Bank, National Association as Documentation Agent, and Bank One,
Indiana, N.A. as Syndication Agent.
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
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<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 HOLDINGS, INC.
/s/ Philip F. Schultz
-------------------------------
Philip F. Schultz
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
DATE October 13, 2000
-----------------
31
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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 October 13, 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.
DAISY PARTS, INC.
/s/ Gary M. Freytag
---------------------------------
Gary M. Freytag
Vice President and Treasurer
(Principal Financial Officer)
DATE October 13, 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 DEVELOPMENT COMPANY, INC.
/s/ Gary M. Freytag
--------------------------------
Gary M. Freytag
Vice President and Treasurer
(Principal Financial Officer)
DATE October 13, 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.
EAGLE-PICHER FAR EAST, INC.
/s/ Gary M. Freytag
---------------------------------
Gary M. Freytag
Vice President and Treasurer
(Principal Financial Officer)
DATE October 13, 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.
EAGLE-PICHER MINERALS, INC.
/s/ Gary M. Freytag
-----------------------------
Gary M. Freytag
Vice President and Treasurer
(Principal Financial Officer)
DATE October 13, 2000
-----------------------
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<PAGE> 37
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE-PICHER TECHNOLOGIES, LLC
/s/ R. Doug Wright
----------------------------
R. Doug Wright
Vice President, Controller
and Chief Financial Officer
DATE October 13, 2000
------------------------
37
<PAGE> 38
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HILLSDALE TOOL & MANUFACTURING CO.
/s/ Gary M. Freytag
----------------------------------
Gary M. Freytag
Vice President and Treasurer
(Principal Financial Officer)
DATE October 13, 2000
-------------------
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<PAGE> 39
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EPMR CORPORATION (F/K/A MICHIGAN
AUTOMOTIVE RESEARCH CORPORATION)
/s/ Gary M. Freytag
------------------------------------
Gary M. Freytag
Vice President and Treasurer
(Principal Financial Officer)
DATE October 13, 2000
----------------------
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.52 Amendment to Credit Agreement and Consent dated as of
August 1, 2000, among EPI, the lenders party thereto, ABN
AMRO Bank N.V. as Agent, PNC Bank, National Association as
Documentation Agent, and Bank One, Indiana, N.A. as
Syndication Agent.
27.1 Financial Data Schedule (submitted electronically to the
Securities and Exchange Commission for its information.)
40
