EX-9.01(C)(I) 2 p69737exv9w01xcyxiy.htm EXHIBIT 9.01(C)(I) exv9w01xcyxiy
 

EXHIBIT 9.01(c)(i)

(EAGLEPICHER LOGO)

EaglePicher Holdings, Inc. and EaglePicher Incorporated

Contact:
Tom Pilholski, (602) 794-9600

EAGLEPICHER HOLDINGS, INC. AND EAGLEPICHER INCORPORATED
ANNOUNCE THIRD QUARTER AND FIRST NINE MONTHS OF 2004
FINANCIAL RESULTS AND TIMING OF Q3 EARNINGS CONFERENCE CALL

     PHOENIX, Arizona, October 15, 2004 – EaglePicher Holdings, Inc. and EaglePicher Incorporated announce third quarter and first nine months of 2004 financial results and the filing of its Quarterly Report on Form 10-Q with the United States Securities and Exchange Commission (SEC). Included in this press release is a summary discussion of Sales, Earnings and Cash Flows. We have also included a copy of our balance sheet, income statement and statement of cash flows. To obtain a more detailed discussion of our financial condition and results of operations, see the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-Q, which has been filed with the SEC and can be obtained at www.sec.gov. You can also obtain a copy of our Form 10-Q by visiting our web site at www.eaglepicher.com under About EaglePicher / Investor Relations/ SEC Filings/ Form 10-Q Third Quarter 2004.

     Third Quarter and First Nine Months of 2004 Results

     Sales

     Net sales increased $16.0 million, or 9.8%, to $179.1 million in the third quarter of 2004 from $163.1 million in the third quarter of 2003, and increased $32.8 million, or 6.6%, to $529.2 million in the first nine months of 2004 from $496.4 million in the first nine months of 2003. The sales increase in the third quarter of 2004 was primarily driven by a $7.8 million, or 20.5%, increase in our Technologies Business Unit’s Power Group Segment related to higher volumes in our defense and space businesses. In addition, the increase was driven by a $4.4 million, or 19.1%, increase in our Automotive Business Unit’s Wolverine Segment primarily due to a 16.5% volume increase, and a $1.7 million, or 8.5%, increase in our Filtration and Minerals Segment.

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  EAGLEPICHER HOLDINGS, INC. AND EAGLEPICHER INCORPORATED ANNOUNCE THIRD QUARTER AND FIRST NINE MONTHS OF 2004 FINANCIAL RESULTS AND TIMING OF Q3 EARNINGS CONFERENCE CALL

     The sales increase in the first nine months of 2004 was primarily driven by a $25.8 million, or 24.7%, increase in our Technologies Business Unit’s Power Group Segment related to higher volumes in our defense and space businesses. In addition, the increase was driven by a $12.6 million, or 18.9%, increase in our Automotive Business Unit’s Wolverine Segment, primarily due to a 14.6% volume increase. These increases were partially offset by a $4.9 million, or 2.0%, decrease in our Automotives Business Unit’s Hillsdale Segment, due to lower average selling prices and the phase-out of three specific programs.

     Earnings

     Operating income decreased $5.7 million, or 45.3%, to $7.0 million in the third quarter of 2004 from $12.7 million in the third quarter of 2003, and decreased $14.1 million, or 32.5%, to $29.2 million in the first nine months of 2004 from $43.3 million in the first nine months of 2003. These changes were primarily the result of the following favorable/ (unfavorable) items (in million of dollars):

                 
            First Nine Months of
    Third Quarter of 2004
  2004
a. Gross margins
  $ (4.6 )   $ (2.7 )
b. Selling and administrative expenses
    (0.2 )     (4.1 )
c. Depreciation and amortization
    2.9       4.8  
d. Insurance related gains in 2003 and losses in 2004
    (3.2 )     (8.9 )
e. Loss from divestitures in 2004
  $ (0.6 )     (3.2 )
 
   
 
     
 
 
 
  $ (5.7 )   $ (14.1 )
 
   
 
     
 
 

     Gross margin decreased primarily due to the following: (a) increased steel costs and plant closure costs in our Wolverine Segment, (b) increased ore mining and energy costs in our Filtration and Minerals Segment, (c) lower average selling prices, plant restructuring and China sourcing start-up costs in our Hillsdale Segment, and (d) negative gross margins in EaglePicher Horizon Batteries.

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  EAGLEPICHER HOLDINGS, INC. AND EAGLEPICHER INCORPORATED ANNOUNCE THIRD QUARTER AND FIRST NINE MONTHS OF 2004 FINANCIAL RESULTS AND TIMING OF Q3 EARNINGS CONFERENCE CALL

     Selling and administrative expenses have increased primarily due to management infrastructure costs and selling expenses in our Power Group Segment to support growth in our EaglePicher Horizon Batteries venture ($0.7 million in the third quarter of 2004 and $1.7 million in the first nine months of 2004), increased costs to support the selling activities in our Wolverine Segment, as well as costs to support global sourcing initiatives, primarily in China, in our Hillsdale Segment.

     Cash Flows and Net Debt

     Our net debt (total debt on the balance sheet plus the obligations of our asset-backed securitization less cash on our balance sheet) increased $47.8 million to $402.4 million at August 31, 2004 from $354.6 at November 30, 2003. The increase was primarily due to the following sources/ (uses) of cash:

  a.   ($14.7) million increase in inventories primarily related to an inventory build in our Hillsdale Segment to support plant and sourcing restructurings, increases in our Wolverine and Power Group Segments to support their sales growth, and $3.7 million to build an inventory for EaglePicher Horizon Batteries.
 
  b.   ($13.3) million increase in receivables primarily due to (a) overall increased sales growth, and (b) increases in days sales outstanding in the third quarter of 2004 compared to the fourth quarter of 2003. However, the overall level of days sales outstanding as of August 31, 2004 of 51 days is less than the amount as of August 31, 2003 of 53 days.
 
  c.   ($16.8) million increase in production on long-term defense contracts where costs are incurred before shipments or milestone billings are made and collected. This was primarily driven by (a) 24.7% increase in our Power Group Segment’s revenues in the first nine months of 2004, and (b) production bottlenecks in the latter stages of certain defense contracts which have resulted in the delay of certain shipments to customers.
 
  d.   ($34.3) million for capital expenditures.

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  EAGLEPICHER HOLDINGS, INC. AND EAGLEPICHER INCORPORATED ANNOUNCE THIRD QUARTER AND FIRST NINE MONTHS OF 2004 FINANCIAL RESULTS AND TIMING OF Q3 EARNINGS CONFERENCE CALL

  e.   ($14.5) million for the purchase of (a) a controlling interest in EaglePicher Horizon Batteries, LLC; we now have a 62% controlling interest in this venture, and (b) our initial investment and payment of license costs to acquire Kokam Engineering Ltd, a Lithium-ion battery manufacturer based in Seoul, South Korea.
 
  f.   ($21.1) million for cash interest expense.
 
  g.   The above uses were partially offset by $21.1 million from proceeds received from the sale of our Environmental Sciences & Technology business, as well as cash generated from earnings.

     Q3 2004 Earnings Conference Call

     We will be filing our third quarter Form 10-Q on October 15, 2004 which will contain a more detailed discussion of our financial condition and results of operations and Management’s Discussion and Analysis of Financial Condition and Results of Operations. On Wednesday October 20, 2004, EaglePicher will also host a conference call to discuss its progress and performance for the quarter and the outlook for the future, followed by a question and answer session. The conference call, which will include forward looking statements, is scheduled to begin at 11:00 am Eastern Time (8:00 am Pacific). The conference call may be accessed by dialing (888) 288-0246 or +1 (706) 679-3901 for international callers a few minutes prior to the scheduled start time. Callers should ask for the EaglePicher Third Quarter Investor Call hosted by Tom Scherpenberg, Vice President and Treasurer. A copy of the presentation materials will also be available on our internet web site prior to the start of the call at www.eaglepicher.com under About EaglePicher / Investor Relations / Presentations / Q3 2004 Investor Call Presentation. A replay of the conference call will be available following the call. The replay can be accessed by dialing (800) 642-1687 or +1 (706) 645-9291 for international callers. The conference ID number for the replay is 1307540.

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  EAGLEPICHER HOLDINGS, INC. AND EAGLEPICHER INCORPORATED ANNOUNCE THIRD QUARTER AND FIRST NINE MONTHS OF 2004 FINANCIAL RESULTS AND TIMING OF Q3 EARNINGS CONFERENCE CALL

     Reconciliation of Net Debt to our GAAP Financial Measure

     The following is a reconciliation of our Net Debt to our GAAP balance sheet as of November 30, 2003 and August 31, 2004 (in millions of dollars):

                 
    November 30, 2003
  August 31, 2004
Current portion of debt on our balance sheet
  $ 13.3     $ 3.2  
Long-term portion of debt on our balance sheet
    408.6       392.4  
Obligations of our accounts receivable asset- backed securitization
          21.1  
Cash on our balance sheet
    (67.3 )     (14.3 )
   
 
     
 
 
Net debt
  $ 354.6     $ 402.4  
   
 
     
 
 

EaglePicher Incorporated, founded in 1843 and headquartered in Phoenix, Arizona, is a diversified manufacturer and marketer of innovative, advanced technology and industrial products and services for space, defense, environmental, automotive, medical, filtration, pharmaceutical, nuclear power, semiconductor and commercial applications worldwide. The company has 4,000 employees and operates more than 30 plants in the United States, Canada, Mexico, the U.K. and Germany. Additional information on the company is available on the Internet at www.eaglepicher.com.

EaglePicher Holdings, Inc. is the parent of EaglePicher Incorporated. EaglePicher™ is a trademark of EaglePicher Incorporated.

This news release contains statements that, to the extent that they are not recitations of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, section 21E of the Securities Exchange Act of 1934. Such forward-looking information involves risks and uncertainties that could cause actual results to differ materially from those expressed in any such forward-looking statements. These risks and uncertainties include, but are not limited to: our ability to maintain existing relationships with customers, demand for our products, our ability to successfully implement productivity improvements and/or cost reduction initiatives, including the performance of automated equipment, accuracy of our estimates to complete contracts on a percentage of completion method of accounting, our ability to source raw materials and components from overseas suppliers, accuracy of our reserves for losses, our ability to consolidate manufacturing plants, our ability to develop, market and sell new products, our ability to obtain raw materials especially certain grades of steel and natural gas on an economic basis, increased government regulation or changing regulatory policies resulting in higher costs and/or restricting output, increased price competition, currency fluctuations, general economic conditions, acquisitions and divestitures, technological developments and changes in the competitive environment in which we operate, as well as factors discussed in our filings with the U.S. Securities and Exchange Commission. We undertake no duty to update the forward-looking statements in this press release and you should not view the statements made as accurate beyond the date of this press release.

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  EAGLEPICHER HOLDINGS, INC. AND EAGLEPICHER INCORPORATED ANNOUNCE THIRD QUARTER AND FIRST NINE MONTHS OF 2004 FINANCIAL RESULTS AND TIMING OF Q3 EARNINGS CONFERENCE CALL

EaglePicher Holdings, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS
November 30, 2003 and August 31, 2004
(unaudited) (in thousands of dollars)

                 
    2003
  2004
ASSETS
               
Current Assets:
               
Cash and cash equivalents
  $ 67,320     $ 14,298  
Receivables, net
    23,895       32,594  
Retained interest in EaglePicher Funding Corporation, net
    63,335       48,007  
Costs and estimated earnings in excess of billings
    28,433       44,980  
Inventories
    51,532       66,360  
Assets of discontinued operations
    16,842        
Prepaid expenses and other assets
    10,394       13,066  
Deferred income taxes
    8,526       8,526  
 
   
 
     
 
 
 
    270,277       227,831  
Property, Plant and Equipment, net
    150,814       156,746  
Goodwill
    152,040       161,677  
Prepaid Pension
    58,891       59,277  
Other Assets, net
    33,516       40,689  
 
   
 
     
 
 
 
  $ 665,538     $ 646,220  
 
   
 
     
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
               
Current Liabilities:
               
Accounts payable
  $ 88,542     $ 87,164  
Current portion of long-term debt
    13,300       3,246  
Compensation and employee benefits
    15,701       12,137  
Billings in excess of costs and estimated earnings
    2,098       1,862  
Accrued divestiture reserve
    9,297       5,302  
Liabilities of discontinued operations
    1,994       413  
Other accrued liabilities
    32,760       39,355  
 
   
 
     
 
 
 
    163,692       149,479  
Long-term Debt, net of current portion
    408,570       392,388  
Postretirement Benefits Other Than Pensions
    17,418       16,874  
Deferred Income Taxes
    486       2,927  
Other Long-Term Liabilities
    11,163       14,111  
11.75% Cumulative Redeemable Exchangeable Preferred Stock.
    154,416       166,921  
 
   
 
     
 
 
 
    755,745       742,700  
 
   
 
     
 
 
Commitments and Contingencies
               
Shareholders’ Equity (Deficit):
               
Common stock
    10       10  
Additional paid-in capital
    92,810       92,810  
Accumulated deficit
    (184,543 )     (192,269 )
Accumulated other comprehensive income
    1,516       2,969  
 
   
 
     
 
 
 
    (90,207 )     (96,480 )
 
   
 
     
 
 
 
  $ 665,538     $ 646,220  
 
   
 
     
 
 

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  EAGLEPICHER HOLDINGS, INC. AND EAGLEPICHER INCORPORATED ANNOUNCE THIRD QUARTER AND FIRST NINE MONTHS OF 2004 FINANCIAL RESULTS AND TIMING OF Q3 EARNINGS CONFERENCE CALL

EaglePicher Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
Three and Nine Months Ended August 31, 2003 and 2004
(unaudited) (in thousands of dollars, except share and per share amounts)

                                 
    Three Months Ended August 31,
  Nine Months Ended August 31,
    2003
  2004
  2003
  2004
Net Sales
  $ 163,011     $ 179,056     $ 496,392     $ 529,226  
 
   
 
     
 
     
 
     
 
 
Operating Costs and Expenses:
                               
Cost of products sold (exclusive of depreciation)
    124,758       145,368       381,240       416,736  
Selling and administrative
    15,615       15,847       45,836       49,921  
Depreciation and amortization
    12,678       9,867       34,528       29,750  
Insurance related losses (gains)
    (2,774 )     405       (8,510 )     405  
Loss from divestitures
          609             3,209  
 
   
 
     
 
     
 
     
 
 
 
    150,277       172,096       453,094       500,021  
 
   
 
     
 
     
 
     
 
 
Operating Income
    12,734       6,960       43,298       29,205  
Interest expense
    (8,629 )     (9,131 )     (24,160 )     (26,941 )
Preferred stock dividends accrued
          (4,167 )           (12,505 )
Write-off of deferred financing costs
    (6,327 )     (492 )     (6,327 )     (492 )
Other income (expense), net
    (600 )     520       (527 )     807  
 
   
 
     
 
     
 
     
 
 
Income (Loss) from Continuing Operations Before Taxes
    (2,822 )     (6,310 )     12,284       (9,926 )
Income taxes
    804       1,540       2,850       2,806  
 
   
 
     
 
     
 
     
 
 
Income (Loss) from Continuing Operations
    (3,626 )     (7,850 )     9,434       (12,732 )
Discontinued Operations:
                               
Loss from operations of discontinued businesses, net of zero (benefit) provision for income taxes
    (333 )           (1,561 )     (53 )
Gain (loss) on disposal of discontinued businesses, net of $600 benefit from income taxes in first nine months of 2003 and zero in 2004
    (267 )     502       (3,245 )     5,059  
 
   
 
     
 
     
 
     
 
 
Net Income (Loss)
    (4,226 )     (7,348 )     4,628       (7,726 )
Preferred stock dividends accreted or accrued
    (4,168 )           (12,274 )      
 
   
 
     
 
     
 
     
 
 
Loss Applicable to Common Shareholders
  $ (8,394 )   $ (7,348 )   $ (7,646 )   $ (7,726 )
 
   
 
     
 
     
 
     
 
 
Basic and Diluted Net Income (Loss) per Share Applicable to Common Shareholders:
                               
Continuing Operations
                               
 
  $ (7.79 )   $ (7.85 )   $ (2.95 )   $ (12.73 )
Discontinued Operations
    (0.60 )     0.50       (5.00 )     5.00  
 
   
 
     
 
     
 
     
 
 
 
  $ (8.39 )   $ (7.35 )   $ (7.95 )   $ (7.73 )
 
   
 
     
 
     
 
     
 
 
Weighted Average Number of Common Shares
    1,000,000       1,000,000       961,389       1,000,000  
 
   
 
     
 
     
 
     
 
 

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  EAGLEPICHER HOLDINGS, INC. AND EAGLEPICHER INCORPORATED ANNOUNCE THIRD QUARTER AND FIRST NINE MONTHS OF 2004 FINANCIAL RESULTS AND TIMING OF Q3 EARNINGS CONFERENCE CALL

EaglePicher Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine-Months Ended August 31, 2003 and 2004
(unaudited) (in thousands of dollars)

                 
    2003
  2004
Cash Flows From Operating Activities:
               
Net income (loss)
  $ 4,628     $ (7,726 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
               
Depreciation and amortization
    36,814       31,280  
Preferred stock dividends accrued
          12,505  
Loss (gain) on disposal of discontinued businesses
    3,245       (5,059 )
Insurance (gain) loss
    (3,312 )     405  
Loss from divestitures
          609  
Deferred income taxes
          1,951  
Write-off of deferred financing costs
    6,327       492  
Changes in assets and liabilities:
               
Sale of receivables, net
    (46,475 )     21,066  
Receivables and retained interest in EaglePicher Funding Corporation, net
    3,458       (13,334 )
Costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings, net
    (8,124 )     (16,783 )
Inventories
    (5,016 )     (14,687 )
Insurance claim receivable
    (5,198 )      
Accounts payable
    (22,677 )     (1,904 )
Accrued liabilities
    (20,678 )     (2,331 )
Other, net
    1,099       (5,847 )
 
   
 
     
 
 
Net cash provided by (used in) operating activities
    (55,909 )     637  
 
   
 
     
 
 
Cash Flows From Investing Activities:
               
Proceeds from the sale of property and equipment, and other, net
    1,068       474  
Capital expenditures
    (10,630 )     (34,333 )
Acquisition of majority interest in EaglePicher Horizon Batteries LLC
          (3,500 )
Kokam investment, license and other costs
          (10,951 )
Net cash used in investing activities
    (9,562 )     (48,310 )
 
   
 
     
 
 
Cash Flows From Financing Activities:
               
Reduction of long-term debt
    (16,925 )     (26,337 )
Net repayments under revolving credit agreements
    (121,500 )      
Proceeds from issuance of treasury stock
    903        
Redemption of senior subordinated notes
    (209,500 )      
Proceeds from issuance of unsecured notes and credit facility
    398,000        
Payment of deferred financing costs
    (9,708 )      
 
   
 
     
 
 
Net cash provided by (used in) financing activities
    41,270       (26,337 )
 
   
 
     
 
 
Net cash provided by discontinued operations
    13,936       21,099  
 
   
 
     
 
 
Effect of Exchange Rates on Cash
    2,724       (111 )
 
   
 
     
 
 
Net Decrease in Cash and Cash Equivalents
    (7,541 )     (53,022 )
Cash and Cash Equivalents, beginning of period
    31,522       67,320  
 
   
 
     
 
 
Cash and Cash Equivalents, end of period
  $ 23,981     $ 14,298  
 
   
 
     
 
 
Supplemental Cash Flow Information:
               
Interest paid
  $ 28,246     $ 21,125  
 
   
 
     
 
 
Income taxes paid (refunded), net
  $ 3,859     $ (13 )