GREAT AMERICAN MANAGEMENT & INVESTMENT INC
10-Q, 1995-05-15
FABRICATED STRUCTURAL METAL PRODUCTS
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<PAGE>
                                      
                                      
                                  FORM 10-Q
                                      
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                      
(X)       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
                                      
                                     OR
                                      
(    )         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                For the quarterly period ended March 31, 1995
                                      
                       Commission file number: 0-5256

               GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC.
            (Exact Name of Registrant as Specified in Its Charter)

               Delaware                                        58-1351398
          (State or Other Jurisdiction of                 (I.R.S. Employer
          Incorporation or Organization)                 Identification No.)
                                      
                          Two North Riverside Plaza
                           Chicago, Illinois 60606
                   (Address of Principal Executive Office)
                                      
                               (312) 648-5656
            (Registrant's telephone number, including area code)
                                      

                               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 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
                            Yes   X   No       .
                                      
                    APPLICABLE ONLY TO CORPORATE ISSUERS
                                      
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date.

      11,194,587 Shares of Common Stock outstanding as of May 10, 1995
                                      
<PAGE>
                                      
                                      
       GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC. AND SUBSIDIARIES
                                  FORM 10-Q
                               MARCH 31, 1995
                                    INDEX


PART I.   Financial Information:

Item 1.Financial Statements

     Condensed Consolidated Balance Sheets

     Condensed Consolidated Statements of Income

     Condensed Consolidated Statements of Cash Flows

     Notes to Condensed Consolidated Financial Statements

Item 2.Management's Discussion and Analysis
     of Financial Condition and Results of Operations

PART II.  Other Information:

Item 6.Exhibits and Reports on Form 8-K
<PAGE>
       GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                            (AMOUNTS IN MILLIONS)
                                      
                                      
                                       MARCH 31,     DECEMBER 31,
                                          1995           1994
                                      (UNAUDITED)     
               ASSETS                                
  Current assets:                                     
    Cash and cash equivalents          $    30.7      $    34.9
    Trade receivables, net                  23.8           29.4
    Inventories, net                       148.5          126.5
    Other current assets                    45.6           62.6
    Net assets of discontinued                        
     operations                             30.3           32.3
        Total current assets               278.9          285.7
                                                      
  Investments accounted for by the                    
   equity method                            60.1           70.9
  Loans receivable and real estate,                   
   net                                      71.3           79.3
  Property, plant and equipment,                      
   net                                     184.4          185.1
  Goodwill                                 287.8          290.0
  Other long-term assets                   125.0          124.0
        Total assets                   $ 1,007.5      $ 1,035.0
                                                      
                                                      
    LIABILITIES AND STOCKHOLDERS'                     
               EQUITY
  Current liabilities:                                
    Current portion long-term debt     $    26.1      $    25.3
    Accounts payable                        80.4           65.1
    Accrued liabilities                     79.3          103.9
        Total current liabilities          185.8          194.3
                                                      
  Long-term debt                           345.4          378.0
  Accrued employee benefit                            
   obligations                              77.5           77.1
  Other long-term liabilities               86.0           89.8
        Total liabilities                  694.7          739.2
                                                      
  Redeemable preferred stock of                       
   subsidiary                               47.5           46.7
                                                      
  STOCKHOLDERS' EQUITY:                               
  Common stock                               0.1            0.1
  Additional paid-in capital               195.2          195.1
  Retained earnings                         89.7           74.4
  Pension liability adjustment              (6.4)          (6.4)
  Cumulative translation                              
   adjustments                              (0.2)          (0.9)
  Common stock in treasury, at cost        (13.1)         (13.2)
        Total stockholders' equity         265.3          249.1
        Total liabilities and                        
         stockholders' equity          $ 1,007.5      $ 1,035.0
                                      
                                      
                                      
 The accompanying notes are an integral part of these condensed consolidated
                            financial statements.
<PAGE>
       GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
               (AMOUNTS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                 (UNAUDITED)
                                      
                                             QUARTER ENDED
                                               MARCH 31,
                                           1995         1994  
                                                     (RESTATED)   
                                                               
 Net sales and revenues                   $ 254.6     $ 230.2  
                                                               
 Cost of goods and services sold            198.4       180.5  
 Selling, general and administrative                           
  expenses                                   35.5        37.6
                                                               
 Operating income                            20.7        12.1  
 Earnings accounted for by the                                 
  equity method                               4.1         1.7
 Gain on sale of investment                   6.5        ----   
 Net interest expense                        (7.9)      (11.8) 
                                                               
 Income from continuing operations                             
  before income tax                          23.4         2.0
 Income tax expense (benefit) from                             
  continuing operations                       7.6        (0.5)
                                                               
 Income from continuing operations           15.8         2.5  
 Discontinued operations:                                      
  Net income from discontinued                                 
   operations                                 0.3         0.1
  Reversal of net loss from                                    
   discontinued operations                              
   subsequently retained                     ----         2.1
                                                               
 Income before extraordinary item            16.1         4.7  
 Extraordinary loss from early                                 
  retirement of debt                         ----       (25.5)
                                                               
 Net income (loss)                           16.1       (20.8) 
 Dividends on subsidiary preferred                             
  stock                                       0.8         0.8
                                                               
 Net income (loss) to common                                   
  stockholders                            $  15.3     $ (21.6)
                                                               
 Weighted average common and common                            
  equivalent shares outstanding              11.2        11.2
                                                               
 Income (loss) per common share:                               
  Continuing operations                   $   1.34    $   0.15 
  Discontinued operations                     0.02        0.20 
  Extraordinary item                          ----       (2.28)  
  Net income (loss)                       $   1.36    $  (1.93)  
                                      
                                      
                                      
                                      
                                      
                                      
 The accompanying notes are an integral part of these condensed consolidated
                            financial statements.
<PAGE>
       GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (AMOUNTS IN MILLIONS)
                                 (UNAUDITED)
                                      
                                      
                                      
                                               QUARTER ENDED
                                                 MARCH 31,
                                              1995        1994
                                                       (RESTATED)
CASH FLOWS FROM OPERATING ACTIVITIES:                    
Income from continuing operations           $  15.8      $   2.5
Adjustments to reconcile income from                     
 continuing operations to net cash flow                   
 from operations:
   Depreciation and amortization                9.7          9.9
   Undistributed earnings of                          
    investments accounted for under the                     
    equity method                              (2.8)        (0.6)
   Accretion of discount on senior                     
    subordinated notes                          4.7          5.2
   Proceeds from sale of accounts                       
    receivable                                 ----        110.3
   Gain on sale of investment                  (6.5)        ----
   Cash effects of changes in other                    
    working capital balances, accrued                        
    employee benefit obligations, and other                  
    long-term liabilities (excluding the                     
    effects of dispositions of businesses)     (2.5)       (21.6)
     Net cash flow from continuing                     
      operations                               18.4        105.7
     Net cash flow from (used by)                      
      discontinued operations                   1.3         (5.5)
     Net cash flow from operating                      
      activities                               19.7        100.2
                                                         
CASH FLOWS FROM INVESTING ACTIVITIES:                    
Expenses from sale of securities               ----         (0.7)
Proceeds from sale of investment               17.4         ----
Loan principal repayments and proceeds                   
 from sale of real estate                       4.9          1.5
Capital expenditures                           (6.3)        (4.4)
Other                                          (1.6)        (1.0)
       Net cash flow from (used by)                      
        investing activities                   14.4         (4.6)
                                                         
CASH FLOWS FROM FINANCING ACTIVITIES:                    
Issuance of debt                               ----        325.0
Net reduction of debt                         (12.0)       (25.7)
Repayment/retirement of debt                  (23.6)      (454.9)
Dividends paid                                 (2.9)        ----
Other                                           0.2          0.3
       Net cash flow used by                      
        financing activities                  (38.3)      (155.3)
CHANGE IN CASH AND CASH EQUIVALENTS            (4.2)       (59.7)
CASH AND CASH EQUIVALENTS, BEGINNING OF                  
 PERIOD                                        34.9         78.6
CASH AND CASH EQUIVALENTS, END OF PERIOD    $  30.7      $  18.9
                                      
                                      
                                      
 The accompanying notes are an integral part of these condensed consolidated
                            financial statements.
<PAGE>
                                      
       GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC. AND SUBSIDIARIES
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               MARCH 31, 1995
                                 (UNAUDITED)



(1)  BASIS OF PRESENTATION

     The accompanying unaudited Condensed Consolidated Financial Statements
     of Great American Management and Investment, Inc. (the "Company" or
     "GAMI") include its wholly owned subsidiary, Eagle Industries, Inc.
     ("Eagle") and have been prepared in accordance with generally accepted
     accounting principles for interim financial information.  In the opinion
     of management, all adjustments considered necessary, consisting only of
     normal recurring adjustments, are included for fair presentation.
     Operating results for the quarter ended March 31, 1995 are not
     necessarily indicative of results that may be expected for the full
     year.  Quarterly information for the period ended March 31, 1994 has
     been restated for businesses reported as discontinued operations at
     December 31, 1994.  The unaudited Condensed Consolidated Financial
     Statements for the quarters ended March 31, 1995 and 1994 should be read
     in conjunction with the audited Consolidated Financial Statements of the
     Company for the year ended December 31, 1994 contained in its Annual
     Report on Form 10-K.

(2)  INVENTORIES
     Inventories consist of the following (in millions):

                                         MARCH 31,      DECEMBER 31,
                                           1995            1994
                                        (UNAUDITED)    
                                                        
          Raw materials and supplies     $   48.6       $   46.4
          Work in process                    30.2           25.2
          Finished goods                     69.7           54.9
                                         $  148.5       $  126.5

(3)  LONG-TERM DEBT
     Components of long-term debt were as follows (in millions):

                                         MARCH 31,      DECEMBER 31,
                                            1995            1994
                                        (UNAUDITED)   
          Senior Debt:                              
            GAMI                         $   ----       $   10.1
            Eagle                           203.0          202.0
                                            203.0          212.1
                                                    
          Subordinated Debt - Eagle         160.5          180.4
                                                    
          Other Debt:                               
            GAMI                              1.3            1.5
            Eagle                             6.7            9.3
                                              8.0           10.8
                                                    
          Total debt                        371.5          403.3
          Less current portion              (26.1)         (25.3)
          Total long-term debt            $ 345.4        $ 378.0

     The Company and its subsidiaries complied with all covenants of their
     respective debt agreements at March 31, 1995.  In connection with an
     acquisition by one of the Company's subsidiaries, the term loan portion
     of Eagle's Falcon credit facility was increased by $10 million.  In
     addition, the expiration date of this credit facility was extended to
     March 31, 2001.  For a more detailed description of all of the Company's
     credit facilities, please refer to the Company's December 31, 1994
     report on Form 10-K.

     During the three months ended March 31, 1995, Eagle retired $34.5
     million face value ($24.6 million accreted value) of its subordinated
     debt.
<PAGE>
       GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                          AND RESULTS OF OPERATIONS
                               MARCH 31, 1995
     
     
     
     RESULTS OF OPERATIONS

     The following is a discussion of the results of operations of Great
American Management and Investment, Inc., ("GAMI") and subsidiaries for the
quarter ended March 31, 1995 as compared to the quarter ended March 31, 1994
and should be read in conjunction with the Condensed Consolidated Financial
Statements included herein and the Company's Annual Report on Form 10-K for
the year ended December 31, 1994 and the audited Consolidated Financial
Statements of the Company for the year ended December 31, 1994 included
therein.

     The following table shows net sales and revenues and operating income
for GAMI's manufacturing operations consisting of its wholly owned
subsidiary, Eagle Industries, Inc., ("Eagle") and GAMI's other operations.  A
complete discussion of the Eagle results is included in the Eagle Industries,
Inc., Form 10-Q for the quarter ended March 31,1995, which is included as an
exhibit hereto and incorporated herein by reference.

                              NET SALES AND        OPERATING INCOME
                                REVENUES 
                              QUARTER ENDED         QUARTER ENDED
                                MARCH 31,             MARCH 31,
                             1995       1994       1995       1994
                                         (IN MILLIONS)           
Eagle                       $251.1     $ 226.2      $ 19.0     $ 11.1
Financial Services Group       3.5         4.0         2.4        2.2
Corporate and Other           ----        ----        (0.7)      (1.2)
   Total                    $254.6     $ 230.2      $ 20.7     $ 12.1

     Net sales and revenues of $254.6 million for the first quarter of 1995
were $24.4 million or 10.6% higher than the first quarter of 1994, primarily
due to increased sales volume at Eagle.  Operating income of $20.7 million
for the first quarter of 1995 was $8.6 million or 71.1% higher than the first
quarter of 1994 primarily due to the higher sales volume, improved pricing
and cost reduction programs at Eagle.

     Earnings accounted for by the equity method were $4.1 million and $1.7
million for the quarters ended March 31, 1995 and 1994, respectively,
primarily due to increased earnings at The Vigoro Corporation in the 1995
period.  The increase resulted from a business acquired by Vigoro in January
1995, improved fertilizer prices and lower costs.

     In March 1995, the Company sold its interest in The Commodore
Corporation.  Total proceeds were $20.4 million, including a $3.0 million
note, which resulted in a pretax gain of $6.5 million.

     Net interest expense was $7.9 million for the quarter ended March 31,
1995 compared to $11.8 million for the comparable 1994 period.  The decrease
was primarily due to the overall decrease in the level of debt combined with
a decrease in borrowing rates associated with the refinancing of the Eagle
debt which was completed in January 1994.

     LIQUIDITY AND CAPITAL RESOURCES

     The Company has historically met its debt service, capital expenditure
requirements and operating needs through a combination of operating cash flow
and external financing.  Excluding the effects of the initial proceeds from
the asset securitization program in the 1994 period, cash flow from
continuing operations was $18.4 million for the three months ended March 31,
1995 compared to a use of $4.6 million in the comparable 1994 period.  The
increase in 1995 was primarily due to an increase in income and improved
working capital management.
     
     During the quarter ended March 31, 1995, GAMI repaid its outstanding
bank debt and Eagle retired $34.5 million ($24.6 million accreted value) of
its senior subordinated notes using available cash.

     Management believes that cash flow from continuing operations along with
availability under its credit facilities will be sufficient to pay interest
on outstanding debt, meet current maturities, fund capital expenditures and
meet operating needs.  At March 31, 1995, $37.7 million and $25.0 million
were available to borrow under the Eagle and GAMI credit facilities,
respectively.




<PAGE>
PART II -- OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

     a.   Exhibits:

          Exhibit 20.1 -- Eagle Industries, Inc. Form 10-Q for the quarter
           ended March 31, 1995.

     b.   Reports on Form 8-K:

          None.




<PAGE>
                                 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.


                                   GREAT AMERICAN MANAGEMENT AND
                                   INVESTMENT, INC.




                                   By:  /s/ Sam A. Cottone
                                        -------------------

                                        Sam A. Cottone
                                        Senior Vice President, Chief
                                        Financial Officer and
                                        Treasurer




Dated:  May 15, 1995



                                  FORM 10-Q
                                      
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                      
(X)       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                     THE SECURITIES EXCHANGE ACT OF 1934
                                      
                For the quarterly period ended March 31, 1995
                                      
                                     OR
                                      
(  )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                       Commission file number: 0-20416

                           EAGLE INDUSTRIES, INC.
           (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                                 13-3384361
          (State or Other Jurisdiction of              (I.R.S. Employer
          Incorporation or Organization)               Identification No.)
                                      
                          Two North Riverside Plaza
                           Chicago, Illinois 60606
                   (Address of Principal Executive Office)
                                      
                               (312) 906-8700
            (Registrant's telephone number, including area code)
                                      

                               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 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
                            Yes   X   No       .
                                      
                    APPLICABLE ONLY TO CORPORATE ISSUERS
                                      
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date.

             1,860,000 shares of Common Stock as of May 5, 1995
                                      
                                      
                                      
                                      
<PAGE>
                                      
                           EAGLE INDUSTRIES, INC.
                                  FORM 10-Q
                               MARCH 31, 1995
                                    INDEX


PART I.   Financial Information:                          
                                                          

Item 1.Financial Statements

     Condensed Consolidated Balance Sheets               

     Condensed Consolidated Statements of Income               

     Condensed Consolidated Statements of Cash Flows           

     Notes to Condensed Consolidated Financial Statements    

Item 2.Management's Discussion and Analysis
       of Financial Condition and Results of Operations   

PART II.  Other Information:

Item 6.Exhibits and Reports on Form 8-K                    
<PAGE>
                   EAGLE INDUSTRIES, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                            (DOLLARS IN MILLIONS)
                                      
                                      
                                      
                                     MARCH 31,     DECEMBER 31,
                                        1995           1994
                                    (UNAUDITED)          
                                                      
             ASSETS                                   
Current assets:                                       
  Cash and cash equivalents          $  24.2          $  31.1
  Accounts receivable, net              23.8             29.4
  Inventories, net                     148.5            126.5
  Other current assets                  60.4             76.6
  Net assets of discontinued                          
    operations                           9.7              9.8
  Total current assets                 266.6            273.4
                                                      
Property, plant and equipment,                        
  net                                  184.3            184.9
Goodwill                               287.8            290.0
Other long-term assets                 120.7            119.7
  Total assets                       $ 859.4          $ 868.0
                                                      
                                                      
  LIABILITIES AND STOCKHOLDER'S                       
             EQUITY
Current liabilities:                                  
  Current portion long-term debt     $  25.9          $  24.7
  Accounts payable                      80.1             64.8
  Accrued liabilities                   69.5             84.2
  Total current liabilities            175.5            173.7
                                                      
Senior subordinated notes              160.5            180.4
Other long-term debt                   183.8            186.6
Accrued employee benefit                               
  obligations                           74.0             73.6
Other long-term liabilities             94.1             90.2
  Total liabilities                    687.9            704.5
                                                      
STOCKHOLDER'S EQUITY:                                 
Common stock                           ----             ----
Additional paid-in capital             188.7            188.7
Retained deficit                       (14.4)           (21.7)
Cumulative translation                                
  adjustments                            2.3              1.6
Pension liability adjustment            (5.1)            (5.1)
  Total stockholder's equity           171.5            163.5
  Total liabilities and                               
   stockholder's equity              $ 859.4          $ 868.0
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
               The accompanying notes are an integral part of
             these condensed consolidated financial statements.
<PAGE>
                                      
                   EAGLE INDUSTRIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                            (DOLLARS IN MILLIONS)
                                 (UNAUDITED)
                                      
                                      
                                      
                                            QUARTER ENDED
                                              MARCH 31,
                                         1995          1994
                                                    (RESTATED)
                                                    
Net sales                              $ 251.1      $  226.2
Cost of sales                            198.4         180.5
                                                    
  Gross earnings                          52.7          45.7
                                                    
Selling and administrative expenses       31.5          32.4
Goodwill amortization                      2.2           2.2
  Operating income                        19.0          11.1
                                                    
Net interest expense                       7.7          12.0
                                                    
Income (loss) from continuing                       
  operations before income taxes          11.3          (0.9)
                                                    
Provision for income taxes from                     
  continuing operations                    4.0           0.1
                                                    
Income (loss) from continuing                       
  operations                               7.3          (1.0)
                                                    
Discontinued Operations:                            
  Reversal of net loss from                         
    discontinued operations                             
    subsequently retained                 ----           2.1
                                                    
Income before extraordinary item           7.3           1.1
                                                    
Extraordinary net loss from early                   
  retirement of debt                      ----         (16.6)
                                                    
     Net income (loss)                 $   7.3      $  (15.5)
                                                    
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
               The accompanying notes are an integral part of
             these condensed consolidated financial statements.
<PAGE>
                   EAGLE INDUSTRIES, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (DOLLARS IN MILLIONS)
                                 (UNAUDITED)
                                      
                                      
                                      
                                               QUARTER ENDED
                                                 MARCH 31,
                                               1995         1994
                                                          (RESTATED)
CASH FLOWS FROM OPERATING ACTIVITIES:                     
Income (loss) from continuing operations     $  7.3       $ (1.0)
Adjustments to reconcile income (loss)                    
  from continuing operations
  to net cash flow used in operations:
     Depreciation                               6.9          6.5
     Amortization                               2.9          3.2
     Accretion of discount on                             
      subordinated debt                         4.7          5.2
     Proceeds from sale of accounts                       
      receivable                                ----       110.3
     Cash effects of changes in other                     
      working capital balances, accrued                         
      employee benefit obligations, and other                   
      long-term liabilities (excluding the                      
      effects of dispositions of businesses)    5.7        (16.9)
       Net cash flow from continuing                      
        operations                             27.5        107.3
       Net cash flow used in discontinued                 
        operations                             (0.9)        (5.3)
       Net cash flow from operating                       
        activities                             26.6        102.0
                                                          
CASH FLOWS FROM INVESTING ACTIVITIES:                     
Capital expenditures                           (6.3)        (4.3)
Other                                          (1.9)        (0.8)
       Net cash flow used in investing                    
        activities                             (8.2)        (5.1)
                                                          
CASH FLOWS FROM FINANCING ACTIVITIES:                     
Retirement of senior subordinated notes       (23.6)         ----
Repayment of senior subordinated debt          ----       (234.1)
Repayment of senior credit facilities          ----       (221.1)
Capital contribution                           ----         50.0
Proceeds from new credit facility              ----        325.0
Payments on long-term debt                     (2.7)        (0.3)
Net borrowings (payments) on credit                       
  facilities                                    1.0        (17.4)
       Net cash flow used in financing                    
        activities                            (25.3)       (97.9)
                                                          
CHANGE IN CASH AND CASH EQUIVALENTS            (6.9)        (1.0)
CASH AND CASH EQUIVALENTS, BEGINNING OF                   
 PERIOD                                        31.1          4.8
CASH AND CASH EQUIVALENTS, END OF PERIOD     $ 24.2        $ 3.8
                                      
                                      
                                      
                                      
                                      
                                      
               The accompanying notes are an integral part of
             these condensed consolidated financial statements.
<PAGE>
                                      
                   EAGLE INDUSTRIES, INC. AND SUBSIDIARIES
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               MARCH 31, 1995
                                 (UNAUDITED)
                                      
                                      
                                      
(1)  BASIS OF PRESENTATION

     The accompanying unaudited Condensed Consolidated Financial Statements
     of Eagle Industries, Inc. (the "Company") have been prepared in
     accordance with generally accepted accounting principles for interim
     financial information.  In the opinion of management, all adjustments
     considered necessary, consisting only of normal recurring adjustments
     are included for fair presentation.  Operating results for the quarter
     ended March 31, 1995 are not necessarily indicative of results that may
     be expected for the full year.  Quarterly information for the period
     ended March 31, 1994 has been restated for businesses reported as
     discontinued operations at December 31, 1994.  The unaudited Condensed
     Consolidated Financial Statements for the quarters ended March 31, 1995
     and 1994 should be read in conjunction with the audited Consolidated
     Financial Statements of the Company for the year ended December 31, 1994
     contained in its Annual Report on Form 10-K.

(2)  INVENTORIES

     Inventories consist of the following (in millions):
                                        MARCH 31,     DECEMBER 31,
                                          1995            1994
                                       (UNAUDITED)      
                                                       
          Raw materials and supplies    $  48.6        $  46.4
          Work in process                  30.2           25.2
          Finished goods                   69.7           54.9
                                        $ 148.5        $ 126.5

(3)  LONG-TERM DEBT

     Components of other long-term debt are as follows (in millions):
                                        MARCH 31,    DECEMBER 31,
                                           1995          1994
                                       (UNAUDITED)     
                                                       
          Eagle Industrial Credit                      
            Facility                    $  87.0        $  89.5
          Falcon Credit Facility          116.0          112.5
          Other                             6.7            9.3
                                          209.7          211.3
               Less current portion       (25.9)         (24.7)
          Total other long-term debt    $ 183.8        $ 186.6
                                      
     The Company and its subsidiaries complied with all covenants of their
     respective debt agreements at March 31, 1995.  In connection with an
     acquisition by one of the Company's subsidiaries, the term loan portion
     of the Falcon Credit Facility was increased by $10 million.  In
     addition, the expiration date of this credit facility was extended to
     March 31, 2001.  For a more detailed description of all of the Company's
     credit facilities, please refer to the Company's December 31, 1994
     report on Form 10-K.

     During the three months ended March 31, 1995, the Company retired $34.5
     million face value ($24.6 million accreted value) of its senior
     subordinated notes.
<PAGE>
                   EAGLE INDUSTRIES, INC. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                          AND RESULTS OF OPERATIONS
                                      
                                      
                                      

     RESULTS OF OPERATIONS

     The following is a discussion of the results of operations of Eagle
     Industries, Inc. (the "Company") and subsidiaries for the quarter ended
     March 31, 1995 as compared to the quarter ended March 31, 1994 and
     should be read in conjunction with the Condensed Consolidated Financial
     Statements included herein and the Company's Annual Report on Form 10-K
     for the year ended December 31, 1994 and the audited Consolidated
     Financial Statements of the Company for the year ended December 31, 1994
     included therein.

     The following table shows net sales and operating income by business
     group (in millions):

                                         NET SALES         OPERATING INCOME
                                       QUARTER ENDED         QUARTER ENDED
                                         MARCH 31,             MARCH 31,
                                      1995       1994        1995       1994
                                                                                
     Building Products Group        $ 112.9    $ 100.5    $  13.8    $  12.5
     Electrical Products Group         69.7       66.6        7.0        0.8
     Automotive Products Group         45.2       40.9        2.0        1.6
     Corporate Expenses and Other      23.3       18.2       (3.8)      (3.8)
                                                                            
         Total                      $ 251.1    $ 226.2    $  19.0    $  11.1

     NET SALES

     Net sales of $251.1 million for the first quarter of 1995 were $24.9
     million or 11.0% higher than net sales for the first quarter of 1994.
     This increase was primarily due to increased volume in most of the
     Company's businesses, partially offset by decreases at Lapp.

     Net sales of $112.9 million for the Building Products Group were $12.4
     million or 12.3% higher than net sales for the 1994 period.  This
     increase was primarily due to increased volume as well as improved
     pricing.

     Net sales of $69.7 million for the Electrical Products Group were $3.1
     million or 4.7% higher than net sales for the 1994 period.  This
     increase was primarily due to increased volume  and, to a lesser extent,
     improved pricing at Elastimold and Hendrix due to continued improvement
     in the economy as well as new products at Elastimold.  These increases
     were partially offset by decreased volume at Lapp due to the
     restructuring of its porcelain operations and the sale of its polymer
     product line in 1994.

     Net sales of $45.2 million for the Automotive Products Group were $4.3
     million or 10.6% higher than net sales for the 1994 period.  This
     increase was primarily due to increased volume at Denman and the
     automotive parts distribution businesses as a result of increased market
     penetration and geographic expansion.

     Other net sales of $23.3 million were $5.1 million or 27.7% higher than
     net sales for the 1994 period.  This increase was primarily due to
     shipments under a major order from British Airways at Burns.

     GROSS EARNINGS

     Gross earnings of $52.7 million were $7.0 million or 15.3% higher than
     gross earnings for the 1994 period.  This increase was primarily due to
     the higher volume and, to a lesser extent, improved pricing in the 1995
     period.  Gross margin increased to 21.0% in 1995 from 20.2% in 1994
     primarily due to improved pricing and, to a lesser extent, various cost
     reduction programs.

     OPERATING INCOME

     Operating income of $19.0 million for the first quarter of 1995 was $7.9
     million or 71.4% higher than in the 1994 period.  This increase was
     primarily due to the increased sales volume at most businesses, improved
     pricing and various cost reduction programs.

     Operating income of $13.8 million for the Building Products Group was
     $1.3 million or 10.1% higher than in the 1994 period.  This increase was
     primarily due to the increased sales volume and improved pricing,
     partially offset by increased raw materials costs.

     Operating income of $7.0 million for the Electrical Products Group was
     $6.2 million higher than in the 1994 period.  This increase was
     primarily due to the increased sales volume and improved results from
     Elastimold's joint ventures.  In addition, charges recorded in 1994
     associated with the restructuring at Lapp also contributed to the
     increase.

     Operating income of $2.0 million for the Automotive Products Group was
     $0.4 million or 28.3% higher than in the 1994 period.  This increase was
     primarily due to the increased volume.

     INTEREST EXPENSE

     Net interest expense was $7.7 million for the quarter ended March 31,
     1995 compared to $12.0 million for the comparable 1994 period, a
     decrease of $4.3 million or 35.8%.  This decrease was primarily due to
     the overall decrease in the level of debt coupled with the decrease in
     interest rates associated with the refinancing which was completed on
     January 31, 1994.

     PROVISION FOR INCOME TAXES

     The effective tax rate for the first quarter of 1995 and 1994 reflects
     non-deductible expenses, primarily goodwill amortization and state and
     non-U.S. income taxes.

     LIQUIDITY AND CAPITAL RESOURCES

     The Company has historically met its debt service, capital expenditure
     requirements and operating needs through a combination of operating cash
     flow and external financing.  Excluding the effects of the initial
     proceeds from the asset securitization program in the 1994 period, cash
     flow from continuing operations activities was $27.5 million for the
     three months ended March 31, 1995 compared to a use of $3.0 million in
     the comparable 1994 period.  The increase in 1995 was primarily due to
     an increase in income and improved working capital management.

     During the three months ended March 31, 1995, the Company retired $34.5
     million ($24.6 million accreted value) of its senior subordinated notes
     using available cash.

     Management believes that cash flow from continuing operations along with
     availability under its credit facilities will be sufficient to pay
     interest on outstanding debt, meet current maturities, fund capital
     expenditures and meet other operating needs.  At March 31, 1995, $18.7
     million and $19.0 million was available to borrow under the Eagle
     Industrial and Falcon credit facilities, respectively.



<PAGE>
Item 6.   Exhibits and Reports on Form 8-K

     a)   Exhibits:

          None

     b)   Reports on Form 8-K

          None
                                 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 INDUSTRIES, INC.




                                   By:  /s/ SAM A. COTTONE
                                        ------------------

                                        Sam A. Cottone
                                        Senior Vice President and
                                        Chief Financial Officer



Dated:  May 12, 1995



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 1995 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<EXCHANGE-RATE>                                      1
<CASH>                                              31
<SECURITIES>                                         0
<RECEIVABLES>                                       25
<ALLOWANCES>                                       (1)
<INVENTORY>                                        148
<CURRENT-ASSETS>                                   279
<PP&E>                                             326
<DEPRECIATION>                                   (142)
<TOTAL-ASSETS>                                   1,008
<CURRENT-LIABILITIES>                              186
<BONDS>                                            345
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                         265
<TOTAL-LIABILITY-AND-EQUITY>                     1,008
<SALES>                                            255
<TOTAL-REVENUES>                                   255
<CGS>                                              198
<TOTAL-COSTS>                                      198
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   8
<INCOME-PRETAX>                                     24
<INCOME-TAX>                                         8
<INCOME-CONTINUING>                                 16
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        15
<EPS-PRIMARY>                                     1.36
<EPS-DILUTED>                                     1.36
        

</TABLE>


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