-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A85euxUIggjBTWDAUFBWGZQUlS7zku7S0uLwh/iTcMj0ZS10XfT7jZKFLYcEbRPt PWSYzHIAeg65SlbghxXAgw== /in/edgar/work/0000950152-00-007286/0000950152-00-007286.txt : 20001017 0000950152-00-007286.hdr.sgml : 20001017 ACCESSION NUMBER: 0000950152-00-007286 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000831 FILED AS OF DATE: 20001016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE PICHER HOLDINGS INC CENTRAL INDEX KEY: 0001059364 STANDARD INDUSTRIAL CLASSIFICATION: [3711 ] IRS NUMBER: 133989553 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-49957-01 FILM NUMBER: 740822 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: 250 E FIFTH ST STREET 2: STE 500 CITY: CINCINNATI STATE: OH ZIP: 45201-0779 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE PICHER INDUSTRIES INC CENTRAL INDEX KEY: 0000030927 STANDARD INDUSTRIAL CLASSIFICATION: [3714 ] IRS NUMBER: 310268670 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-49957 FILM NUMBER: 740823 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 STREET 2: P O BOX 779 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: 250 E FIFTH ST STREET 2: STE 500 CITY: CINCINNATI STATE: OH ZIP: 45201-0779 FORMER COMPANY: FORMER CONFORMED NAME: EAGLE PICHER CO DATE OF NAME CHANGE: 19660921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAISY PARTS INC CENTRAL INDEX KEY: 0001059567 STANDARD INDUSTRIAL CLASSIFICATION: [3714 ] IRS NUMBER: 381406772 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-49957-02 FILM NUMBER: 740824 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 STREET 2: C/O EAGLE PICHER INDUSTRIES INC CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: C/O EAGLE PICHER INDUSTRIES INC STREET 2: P O BOX 779 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE PICHER DEVELOPMENT CO INC CENTRAL INDEX KEY: 0001059568 STANDARD INDUSTRIAL CLASSIFICATION: [3714 ] IRS NUMBER: 311215706 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-49957-03 FILM NUMBER: 740825 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 STREET 2: C/O EAGLE PICHER INDUSTRIES INC CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: C/O EAGLE PICHER INDUSTRIES INC STREET 2: P O BOX 779 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE PICHER FAR EAST INC CENTRAL INDEX KEY: 0001059570 STANDARD INDUSTRIAL CLASSIFICATION: [3714 ] IRS NUMBER: 311235685 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-49957-04 FILM NUMBER: 740826 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 STREET 2: C/O EAGLE PICHER INDUSTRIES INC CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: C/O EAGLE PICHER INDUSTRIES INC STREET 2: P O BOX 779 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE PICHER MINERALS INC CENTRAL INDEX KEY: 0001059572 STANDARD INDUSTRIAL CLASSIFICATION: [3714 ] IRS NUMBER: 311188662 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-49957-06 FILM NUMBER: 740827 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 STREET 2: C/O EAGLE PICHER INDUSTRIES INC CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: C/O EAGLE PICHER INDUSTRIES INC STREET 2: P O BOX 779 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILLSDALE TOOL & MANUFACTURING CO CENTRAL INDEX KEY: 0001059573 STANDARD INDUSTRIAL CLASSIFICATION: [3714 ] IRS NUMBER: 380946293 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-49957-07 FILM NUMBER: 740828 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 STREET 2: C/O EAGLE PICHER INDUSTRIES INC CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: 250 E FIFTH ST STREET 2: STE 500 CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EPMR CORP CENTRAL INDEX KEY: 0001059575 STANDARD INDUSTRIAL CLASSIFICATION: [3714 ] IRS NUMBER: 382185909 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-49957-08 FILM NUMBER: 740829 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 STREET 2: C/O EAGLE PICHER INDUSTRIES INC CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: C/O EAGLE PICHER INDUSTRIES INC STREET 2: 250 E FIFTH ST ST CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: MICHIGAN AUTOMOTIVE RESEARCH CORP DATE OF NAME CHANGE: 19980410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE PICHER TECHNOLOGIES LLC CENTRAL INDEX KEY: 0001059576 STANDARD INDUSTRIAL CLASSIFICATION: [3714 ] IRS NUMBER: 311587660 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-49957-09 FILM NUMBER: 740830 BUSINESS ADDRESS: STREET 1: 250 EAST FIFTH STREET, SUITE 500 STREET 2: C/O EAGLE PICHER INDUSTRIES INC CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: C/O EAGLE PICHER INDUSTRIES INC STREET 2: P O BOX 779 CITY: CINCINNATI STATE: OH ZIP: 45202 10-Q 1 l84354ae10-q.txt EAGLE-PICHER HOLDINGS, INC. FORM 10-Q 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 2 TABLE OF ADDITIONAL REGISTRANTS
Jurisdiction of IRS Employer Incorporation or Commission File Identification Name Organization Number Number ---- ------------ ------ ------ 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
2 3 TABLE OF CONTENTS
Page Number ------ PART I. FINANCIAL INFORMATION Item 1. Financial Statements......................................... 4 Condensed Consolidated Statements of Income (Loss)(Unaudited).... 4 Condensed Consolidated Balance Sheets (Unaudited)................ 5 Condensed Consolidated Statements of Cash Flows (Unaudited)...... 7 Notes to Condensed Consolidated Financial Statements (Unaudited). 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.............................. 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
3 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)
Three Months Ended Nine Months Ended August 31 August 31 ---------------------- ---------------------- 2000 1999 2000 1999 --------- --------- --------- --------- 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) ========= ========= ========= =========
See accompanying notes to the condensed consolidated financial statements. 4 5 EAGLE-PICHER HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Dollars in thousands)
August 31 November 30 ASSETS 2000 1999 -------- -------- 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 -------- --------
5 6 EAGLE-PICHER HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Dollars in thousands)
August 31 November 30 2000 1999 --------- --------- 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 ========= =========
See accompanying notes to the condensed consolidated financial statements. 6 7 EAGLE-PICHER HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in thousands)
Nine Months Ended August 31 ---------------------------- 2000 1999 ---- ---- 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 --------- ---------
7 8 EAGLE-PICHER HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in thousands)
Nine Months Ended August 31 --------------------- 2000 1999 -------- -------- 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
See accompanying notes to the condensed consolidated financial statements. 8 9 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 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 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. 11 12 EAGLE-PICHER HOLDINGS, INC. SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED) THREE MONTHS ENDED AUGUST 31, 2000
GUARANTORS -------------------------- NON-GUARANTORS EAGLE-PICHER SUBSIDIARY FOREIGN ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL ------ -------------- ---------- ------------ ------------ ----- (IN THOUSANDS OF DOLLARS) 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) ========= ========= ========= ========= ========= =========
12 13 EAGLE-PICHER HOLDINGS, INC. SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED) NINE MONTHS ENDED AUGUST 31, 2000
GUARANTORS -------------------------- NON-GUARANTORS EAGLE-PICHER SUBSIDIARY FOREIGN ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL ------ -------------- ---------- ------------ ------------ ----- (IN THOUSANDS OF DOLLARS) 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 ========= ========= ========= ========= ========= =========
13 14 EAGLE-PICHER HOLDINGS, INC. SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED) AS OF AUGUST 31, 2000
GUARANTORS -------------------------- NON-GUARANTORS EAGLE-PICHER SUBSIDIARY FOREIGN ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL ------ -------------- ---------- ------------ ------------ ----- (IN THOUSANDS OF DOLLARS) 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 ========= ========= ========= ========= ========= =========
14 15 EAGLE-PICHER HOLDINGS, INC. SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED AUGUST 31, 2000
GUARANTORS -------------------------- NON-GUARANTORS EAGLE-PICHER SUBSIDIARY FOREIGN ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL ------ -------------- ---------- ------------ ------------ ----- (IN THOUSANDS OF DOLLARS) 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 ========= ========= ========= ========= ========= =========
15 16 EAGLE-PICHER HOLDINGS, INC. SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED) THREE MONTHS ENDED AUGUST 31, 1999
GUARANTORS -------------------------- NON-GUARANTORS EAGLE-PICHER SUBSIDIARY FOREIGN ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL ------ -------------- ---------- ------------ ------------ ----- (IN THOUSANDS OF DOLLARS) 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) ========= ========= ========= ========= ========= =========
16 17 EAGLE-PICHER HOLDINGS, INC. SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED) NINE MONTHS ENDED AUGUST 31, 1999
GUARANTORS ----------------------------- NON-GUARANTORS EAGLE-PICHER SUBSIDIARY FOREIGN ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL ------ -------------- ---------- ------------ ------------ ----- (IN THOUSANDS OF DOLLARS) 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) ============ ============ ============ ============ ============ ============
17 18 EAGLE-PICHER HOLDINGS, INC. SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED) AS OF NOVEMBER 30, 1999
GUARANTORS -------------------------- NON-GUARANTORS EAGLE-PICHER SUBSIDIARY FOREIGN ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL ------ -------------- ---------- ------------ ------------ ----- (IN THOUSANDS OF DOLLARS) 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 ========= ========= ========= ========= ========= =========
18 19 EAGLE-PICHER HOLDINGS, INC. SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED AUGUST 31, 1999
GUARANTORS -------------------------- NON-GUARANTORS EAGLE-PICHER SUBSIDIARY FOREIGN ISSUER HOLDINGS, INC. GUARANTORS SUBSIDIARIES ELIMINATIONS TOTAL ------ -------------- ---------- ------------ ------------ ----- (IN THOUSANDS OF DOLLARS) 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 ========= ========= ========= ========= ========= =========
19 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 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 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 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:
Nine Months Ended August 31 ------------------------- 2000 1999 ---- ---- (In millions of dollars) 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
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 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:
Nine Months Ended August 31 --------------------------- 2000 1999 ---- ---- (in millions of dollars) 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 ===== =====
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 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 25 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 26 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 27 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. 28 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. 29 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. 30 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 32 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EAGLE-PICHER INDUSTRIES, INC. /s/ Philip F. Schultz ---------------------------- Philip F. Schultz Senior Vice President and Chief Financial Officer (Principal Financial Officer) DATE October 13, 2000 ----------------------- 32 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 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 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 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 ----------------------- 36 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 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 ------------------- 38 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 ---------------------- 39 40 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 EX-10.52 2 l84354aex10-52.txt EXHIBIT 10.52 1 Exhibit 10.52 AMENDMENT TO CREDIT AGREEMENT AND CONSENT THIS AMENDMENT TO CREDIT AGREEMENT AND CONSENT, dated as of August 1, 2000, among EAGLE-PICHER INDUSTRIES, INC., a Delaware corporation and successor by merger to E-P ACQUISITION, INC., a Delaware corporation (together herein collectively referred to as the "Borrower"), the lenders party hereto (each a "Lender" and collectively, the "Lenders"), ABN AMRO BANK N.V., as Agent (in such capacity, the "Agent"), PNC BANK, NATIONAL ASSOCIATION, as Documentation Agent (in such capacity, the "Documentation Agent") and BANK ONE, INDIANA, N.A., as Syndication Agent (in such capacity, the "Syndication Agent"). WITNESSETH: WHEREAS, the Borrower, the Lenders, the Agent, the Documentation Agent and the Syndication Agent are parties to that certain Credit Agreement, dated as of February 19, 1998, as modified by (i) that certain Eagle-Picher Industries, Inc. Credit Agreement Consent and Waiver among the Borrower, the Agent and the Lenders party thereto, dated as of November 18, 1998, (ii) that certain Eagle-Picher Industries, Inc. Credit Agreement Amendment and Consent among the Borrower, the Agent and the Lenders party thereto dated as of December 14, 1998 and (iii) that certain Amendment to Credit Agreement and Consent among the Borrowers, the Agent, and the Lenders party thereto dated as of May 18, 1999 and (iv) that certain Credit Agreement Consent among the Borrowers, the Agent and the Lenders party thereto dated as of May 26, 2000 (together, the "Credit Agreement"); and WHEREAS, the Borrower has requested that the Lenders consent to certain transactions as set forth below and that the Credit Agreement be further amended in certain respects; and WHEREAS, the Lenders and the Agents party hereto, are willing to so consent and to further amend the Credit Agreement, subject to the terms and conditions hereinafter set forth; NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound thereby, covenant and agree as follows: 1. General. All terms used herein which are not otherwise specifically defined herein shall have the same meaning herein as defined in the Credit Agreement as further amended hereby. 2. "Just-in-Time" Supplier Arrangements. The Borrower has obtained an agreement from certain of its suppliers to move to a "just-in-time" supply arrangement pursuant to which: (i) suppliers will ship to the Borrower and/or its Subsidiaries base levels of inventory to be maintained at the various premises owned or leased by the Borrower and/or its Subsidiaries, (ii) the Borrower and/or its Subsidiaries will be invoiced only as such inventory is utilized, (iii) the Borrower and/or its Subsidiaries may be required to agree to purchase a minimum amount of inventory from such suppliers each year and (iv) such suppliers may request that the 2 Borrower and/or its Subsidiaries execute certain notice filings under the Uniform Commercial Code and the agreement of the Collateral Agent acknowledging the continuing title of such suppliers in their respective inventory. The foregoing arrangement with such suppliers (and with any additional suppliers from which the Borrower may obtain similar agreements) shall be referred to herein as the "Just-in-Time Supplier Arrangements." In addition, the Borrower has obtained an agreement from certain of its suppliers to purchase a portion of existing inventory of the Borrower previously delivered and invoiced by such suppliers, subject to: (i) an agreement by the Borrower to buy-back any such unutilized inventory eighteen (18) months after such purchase by the suppliers and (ii) the right of such suppliers to request the Borrower and/or its Subsidiaries to execute certain notice filings under the Uniform Commercial Code and the agreement of the Collateral Agent acknowledging the continuing title of such suppliers in their respective inventory. The foregoing sale of inventory by the Borrower and/or its Subsidiaries back to such suppliers (and to any additional suppliers from which the Borrower may obtain similar agreements) and agreement by the Borrower and/or its Subsidiaries to repurchase such inventory shall be herein referred to as the "Supplier Buy-Back Arrangements." The Required Lenders do hereby consent to the Just-in-Time Supplier Arrangements and the Supplier Buy-Back Arrangements, notwithstanding any term or provision of the Credit Agreement that may purport to prohibit such transactions, including, without limitation, Section 8.01 or 8.05. In addition, the Required Lenders hereby agree that the sale by the Borrower of inventory to the suppliers pursuant to the Supplier Buy-Back Arrangements shall be excluded from the operation of the provisions of Section 4.02.01(c) and Section 8.02(iv) of the Credit Agreement. The consent provided for hereby shall be subject to the receipt by the Collateral Agent of such inter-creditor documentation as it may request from the Borrower and the suppliers regarding the identification of the relevant inventory and confirming the respective rights of the Borrower, the suppliers and Collateral Agent with respect thereto. 3. Total Revolving Credit Commitment. Present Annex I to the Credit Agreement shall be and is hereby deleted and the new Annex I (Amended) attached hereto shall be inserted in its place. 4. Consolidation, Merger, Sale of Assets, etc. Section 8.02 shall be and is hereby amended by (i) deleting the word "and" at the end of clause (ix) thereof, (ii) inserting after the semicolon in clause (x) the word "and" therein and (iii) inserting a new subsection before the proviso in the appropriate order reading as follows: "(xi) the Borrower and its Subsidiaries may liquidate or reincorporate subsidiaries established as foreign sales corporations under U.S. tax law ("FSCs") whose gross revenues shall not exceed $5,000,000 per year;" therein. 5. Dividends and Payments under Related Party Agreements. Section 8.03 shall be and is hereby amended by (i) deleting the word "and" at the end of clause (ii) thereof and (ii) deleting the period at the end of clause (iii) thereof and replacing it with the phrase "and (iv) any payment for the sole purpose of redeeming stock and/or stock appreciation rights of employees who terminate their employment in an aggregate amount not exceeding $5,000,000 in any fiscal year." -2- 3 6. Advances, Investment and Loans. Section 8.05 shall be hereby amended by (i) inserting in line 1 of subparagraph (iii) thereof, immediately after the phrase "the Borrower may make intercompany loans" and prior to the phrase "and advances to its Wholly-Owned Subsidiaries," the phrase ", capital contributions" therein and (ii) inserting in line 3 of subparagraph (iii) thereof, immediately after the phrase "any Subsidiary of the Borrower may make intercompany loans" and prior to the phrase "and advances to the Borrower," the phrase ", capital contributions" therein. 7. Capital Expenditures. Section 8.07 shall be hereby amended by adding a new subparagraph (d) reading as follows: (d) Notwithstanding the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures in excess of the amounts permitted in any fiscal year by clause (a) and (b) above so long as such excess amount, if added to Consolidated Fixed Charges for the relevant period, would not cause a violation of Section 8.10 hereof. 8. Leverage Ratio. Section 8.09 shall be and is hereby amended by deleting the present wording thereof and inserting in its place the following: "Section 8.09. Leverage Ratio. The Borrower will not permit the Leverage Ratio on the last day of any fiscal quarter ending on or about any date set forth below to be more than the ratio set forth opposite such date: PERIOD RATIO August 31, 2000 4.50:1.00 November 30, 2000 4.50:1.00 February 28, 2001 4.50:1.00 May 31, 2001 4.50:1.00 August 31, 2001 4.50:1.00 November 30, 2001 4.00:1.00 February 28, 2002 4.00:1.00 May 31, 2002 4.00:1:00 August 31, 2002 4.00:1:00 November 30, 2002 3.50:1:00 thereafter 3.50:1.00" 9. Fixed Charge Coverage Ratio. Section 8.10 shall be and is hereby amended by deleting the present wording thereof and inserting in its place the following: "Section 8.10. Fixed Charge Coverage Ratio. The Borrower will not permit the Fixed Charge Coverage Ratio for any Test Period to be less than 1.50 to 1.0." -3- 4 10. Definitions. Section 10.01 of the Credit Agreement shall be and is hereby amended as follows: (a) There shall be added the following new definition to be inserted in the proper alphabetical order reading as follows: "Consolidated Total Net Cash" shall mean, at any time, all amounts that would, in conformity with GAAP, be set forth opposite the caption "Cash and Cash Equivalents" (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries, including, collected funds received at lockboxes maintained by the Borrower and its Subsidiaries or received by the cash management banks of the Borrower and its Subsidiaries and not yet applied to the payment of obligations of the Borrower or its Subsidiaries. (b) The definition of "Consolidated Debt" is amended and restated in its entirety as follows: "Consolidated Debt" shall mean, at any time, all Indebtedness of the Borrower and its Subsidiaries determined on a consolidated basis which would be reflected on a consolidated balance sheet at such time in accordance with GAAP minus Consolidated Total Net Cash. (c) The definition of "Consolidated EBIT" shall be amended by inserting in clause (iii) thereof after the phrase "non-cash charge (other than depreciation or amortization" and immediately before the parenthesis the phrase "and other than routine recurring non-cash charges that result in an accrual of a reserve for cash charges in any future period" therein. (d) The definition of "Consolidated Fixed Charges" shall be and is hereby amended and restated in its entirety as follows: "Consolidated Fixed Charges" shall mean, for any period, the sum of (i) the aggregate amount of payments scheduled to be made by the Borrower and its Subsidiaries during such period in respect of principal on all Indebtedness (whether at maturity, as a result of mandatory sinking fund redemption or scheduled mandatory prepayment), on a consolidated basis, plus (ii) Consolidated Interest Expense for such period, plus (iii) taxes to the extent paid or payable in cash during such period (excluding any taxes in respect of gains or income that are not included in Consolidated EBITDA) plus (iv) any dividends paid by the Borrower pursuant to Section 8.03(iii) during such period. (e) The definition of "Indebtedness" shall be and is hereby amended by inserting in line 4 thereof, immediately after the phrase "but excluding current trade accounts payable incurred in the ordinary course of business" and prior to the comma in line 4 the phrase "and excluding accruals for expenses accrued in the ordinary course of business" therein. 11. Effectiveness. This Amendment and Consent shall become effective on the date on which the Borrower and the Required Lenders shall have signed a counterpart hereof and shall -4- 5 have delivered the same to the Agent. This Amendment may be executed in any number of Counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Agent. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the law of the State of New York. Except as herein specifically amended, the Credit Agreement shall be and remain in full force and effect and wherever reference is made in any note, document, letter or other communication to the Credit Agreement, such reference shall, without more, be deemed to refer to the Credit Agreement as amended hereby. The consents provided for herein shall be limited specifically as provided for herein and this Amendment and Consent shall not constitute a consent to any other transaction nor shall it be a waiver or modification of any other term, provision or condition of the Credit Agreement except as expressly set forth herein and shall not prejudice or be deemed to prejudice any right that the Agent or the Lenders may now have or may have in the future under the Credit Agreement. [SIGNATURE PAGES TO FOLLOW] -5- 6 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment and Consent as of the date first above written. Address: 250 East Fifth Street, 5th Floor EAGLE-PICHER INDUSTRIES, INC. Cincinnati, OH 45202 Attention: David Krall, Esq. By______________________________________________ Tel. (513) 629-2417 Name: Fax (513) 629-2572 Title: Address: 135 South LaSalle Street, Suite 725 ABN AMRO BANK N.V., individually and as Agent Chicago, IL 60674-9135 Attention: Mr. Gregory D. Amoroso By______________________________________________ Tel. (312) 904-2475 Name: Fax (312) 904-1028 Title: By Name: Title: Address: 201 East Fifth Street, 3rd Floor PNC BANK, NATIONAL ASSOCIATION Cincinnati, OH 45202 Attention: Bruce A. Kintner By______________________________________________ Tel. (513) 651-8675 Name: Fax (513) 651-8952 Title: Address: 425 Walnut Street, Mailbox 8160 FIRSTAR BANK, N.A. Cincinnati, OH 45202 Attention: Mr. Derek S. Roudebush By______________________________________________ Tel. (513) 632-4010 Name: Fax (513) 632-2068 Title:
-6- 7 Address: 277 Park Avenue, 32nd Floor ARAB BANKING CORPORATION New York, NY 10172-3299 Attention: Ms. Louise Bilbro By______________________________________________ Tel. (212) 583-4758 Name: Fax (212) 583-0935 Title: Address: 600 Peachtree Street NE, Suite 2700 THE BANK OF NOVA SCOTIA Atlanta, GA 30308 Attention: Ms. Shannon Dancila By______________________________________________ Tel. (404) 877-1561 Name: Fax (404) 888-8998 Title: Address: 1251 Avenue of the Americas, 12th Floor BANK OF TOKYO-MITSUBISHI TRUST COMPANY New York, NY 10020-1104 Attention: Mr. Hidekazu Kojima By______________________________________________ Tel. (212) 782-4795 Name: Fax (212) 782-4981 Title: Address: 55 E. Monroe Street, Suite 4700 CREDIT AGRICOLE INDOSUEZ Chicago, IL 60603 Attention: Mr. Jerome Leblond By______________________________________________ Tel. (312) 917-7569 Name: Fax (312) 372-9329 Title:
-7- 8 Address: Large Corporate Banking BANK ONE, INDIANA, N.A., formerly known as MC-IN1-0040 NBD Bank, N.A. Bank One Center Tower, 4th Floor Indianapolis, IN 46277 Attention: Mr. Ed Hathaway By______________________________________________ Tel. (317) 321-7663 Name: Fax (317) 266-6042 Title: Address: Two Greenwich Plaza CREDITANSTALT CORPORATE FINANCE Greenwich, CT 06830 Attention: Mr. Frank Ossino By______________________________________________ Tel. (203) 861-1454 Name: Fax (203) 861-6449 Title: By______________________________________________ Name: Title: Address: One East 4th Street, 5th Floor PROVIDENT BANK Cincinnati, OH 45202 Attention: Mr. Richard E. Wirthlin By______________________________________________ Tel. (513) 579-2022 Name: Fax (513) 579-2201 Title: Address: 38 Fountain Square Plaza (MD#109054) FIFTH THIRD BANK Cincinnati, OH 45263 Attention: Mr. Thomas G. Welch, Jr. By______________________________________________ Tel. (513) 744-7757 Name: Fax (513) 579-5226 Title:
-8- 9 Address: One Wall Street, 22nd Floor THE BANK OF NEW YORK New York, NY 10286 Attention: Mr. Edward J. Dougherty By______________________________________________ Tel. (212) 635-7842 Name: Fax (212) 635-6434 Title: Address: 520 Madison Avenue, 37th Floor CREDIT INDUSTRIAL ET COMMERCIAL, New York, NY 10022 formerly known as Compagnie Financiere de Attention: Mr. Anthony Rock CIC et de l'Union Europeenne New York, NY 10022 Tel. (212) 715-4422 Tel. (212) 715-4535 By______________________________________________ Name: Title: Address: 500 Woodward Avenue COMERICA BANK Mail Code 3265 Detroit, MI 48226 By______________________________________________ Attention: Mr. Nicholas G. Mester Name: Tel. (313) 222-9168 Title: Fax (313) 222-3776 Address: 9920 South LaCienega Blvd., 14th Floor IMPERIAL BANK Inglewood, CA 90301 Attention: Mr. Mark Campbell By______________________________________________ Tel. (310) 417-5886 Name: Fax (310) 417-5997 Title:
-9- 10 Address: 520 Madison Avenue, 26th Floor THE MITSUBISHI TRUST AND BANKING New York, NY 10022 CORPORATION Attention: Mr. Paul Arzouian Tel. (212) 891-8425 By______________________________________________ Fax (212) 644-6825 Name: Title: Address: 111 W. Monroe Street, Fl. 10W HARRIS TRUST AND SAVINGS BANK Chicago, IL 60603 Attention: Mr. Danjuma Gibson By______________________________________________ Tel. (312) 461-7100 Name: Fax (312) 461-5225 Title:
-10- 11 Address: Eleven Madison Avenue CREDIT SUISSE FIRST BOSTON New York, New York 10010 Attention: Mr. Robert Hetu Tel. (212) 325-4542 By______________________________________________ Fax (212) 325-8309 Name: Title: By______________________________________________ Name: Title: Address: 555 Theodore Fremd Avenue, Suite C-301 TRANSAMERICA BUSINESS CREDIT Rye, New York 10580 CORPORATION Attention: Mr. Mike Kerneklian Tel. (914) 925-7246 By______________________________________________ Fax (914) 921-9072 Name: Title: By______________________________________________ Name: Title: Address: 225 West Wacker Drive THE FUJI BANK, LIMITED Suite 2000 Chicago, Illinois 60606 Attention: Mr. Jim Fayen/Mr. Ken Zeglin By______________________________________________ Tel. (312) 621-0503 Name: Fax (312) 621-3386 Title:
-11- 12 ANNEX 1 (AMENDED) COMMITMENT *
TERM LOAN A REVOLVER TOTAL ABN AMRO Bank N.V. $13,154,906.21 $ 55,940,151.21 $ 69,095,057.42 PNC Bank, N.A. $ 3,370,000.00 $ 8,630,000.00 $ 12,000,000.00 The Bank of Nova Scotia $ 4,693,073.34 $ 15,306,926.66 $ 20,000,000.00 Bank of Tokyo-Mitsubishi Trust Company $ 4,693,073.34 $ 15,306,926.66 $ 20,000,000.00 Bank One Indiana, N.A. $ 9,386,146.68 $ 15,353,127.02 $ 24,739,273.70 Comerica Bank $ 4,693,073.34 $ 8,738,461.54 $ 13,431,534.88 Credit Agricole Indosuez $ 6,609,962.43 $ 12,307,692.26 $ 18,917,654.69 Creditanstalt Corporate Finance $ 4,693,073.34 $ 10,306,926.66 $ 15,000,000.00 Provident Bank $ 4,693,073.34 $ 8,738,461.54 $ 13,431,534.88 Arab Banking Corporation $ 4,957,471.84 $ 9,230,769.23 $ 14,188,241.07 The Bank of New York $ 3,304,981.23 $ 11,153,000.00 $ 14,457,981.23 Credit Industrial ET Commercial $ 3,304,981.23 $ 6,153,846.15 $ 9,458,827.38 Fifth Third Bank $ 3,304,981.23 $ 9,231,000.00 $ 12,535,981.23 Harris Trust and Savings Bank $ 3,304,981.23 $ 11,695,018.77 $ 15,000,000.00 Imperial Bank $ 3,304,981.23 $ 6,153,846.15 $ 9,458,827.38 The Mitsubishi Trust and Banking $ 3,304,981.23 $ 6,153,846.15 $ 9,458,827.38 Corporation Firstar Bank N.A. $ 5,155,770.73 $ 9,600,000.00 $ 14,755,770.73 $85,929,511.97 $220,000,000.00 $305,929,511.97
* As of May 18, 1999 EX-27.1 3 l84354aex27-1.txt EXHIBIT 27.1
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS) AND THE CONDENSED CONSOLIDATED BALANCE SHEET AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0001059364 EAGLE-PICHER HOLDINGS, INC. 1,000 US DOLLARS 9-MOS NOV-30-2000 DEC-01-1999 AUG-31-2000 1 8,826 0 114,609 1,135 101,703 245,980 347,678 99,545 776,827 194,217 394,761 106,671 0 10 45,718 776,827 641,237 641,237 514,242 514,242 103,469 0 35,982 16,601 10,000 6,601 0 0 0 6,601 (2.11) (2.11)
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