-----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, EQWntQckkoOkjurGMPonf0eoNPy1+xZFyeLh8+E8DDZWhRQ3/rhq6yvYnFjRjaYF rxatIMU9FWZ8MHImBFukWA== 0001169232-04-005311.txt : 20041026 0001169232-04-005311.hdr.sgml : 20041026 20041026091731 ACCESSION NUMBER: 0001169232-04-005311 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041026 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041026 DATE AS OF CHANGE: 20041026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IPEC HOLDINGS INC CENTRAL INDEX KEY: 0001114749 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 870621339 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30721 FILM NUMBER: 041095463 BUSINESS ADDRESS: STREET 1: P.O. BOX 5311 STREET 2: 185 NORTHGATE CIRCLE CITY: NEW CASTLE STATE: PA ZIP: 16105 BUSINESS PHONE: 8003774732 MAIL ADDRESS: STREET 1: P. O. BOX 5311 CITY: NEW CASTLE STATE: PA ZIP: 16105 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN HOLE INC DATE OF NAME CHANGE: 20000515 8-K 1 d60990_8-k.htm CURRENT REPORT Form Type: 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (date of earliest event reported): October 26, 2004

IPEC HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)


Nevada
(State or Other Jurisdiction
of Incorporation)		 0-30721
(Commission
File Number)		 87-0621339
(IRS Employer
Identification Number)

Northgate Industrial Park, 185 Northgate Circle
New Castle, Pennsylvania
(Address of Principal Executive Office) 		16105
(Zip Code)

Registrant’s telephone number, including area code: (800) 377-4732

NA

(Former Name or Former Address, if Changed Since Last Report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02 Results of Operations and Financial Condition

On October 26, 2004, we issued a press release to report our financial results for the quarter ended September 30, 2004. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1. The information contained in this report and the attached press release is “furnished” but not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits


Exhibit No.

 Description
99.1 Press Release, dated October 26, 2004, of IPEC Holdings Inc.



SIGNATURE

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 hereunto duly authorized.





Date: October 26, 2004		 IPEC HOLDINGS INC.


By:  /s/ SHAWN C. FABRY
       Name: Shawn C. Fabry
       Title: Chief Financial Officer



EXHIBIT INDEX


Exhibit No.
 Exhibit
99.1 Press Release, dated October 26, 2004, of IPEC Holdings Inc., filed herewith


EX-99.1 2 d60990_ex99-1.htm PRESS RELEASE Exhibit 99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

———————

October 26, 2004

IPEC Holdings Inc. Reports Third-Quarter
Revenue Growth of 47% and Increases its
Projected 2004 EPS Guidance

IPEC also announces the launch of two additional product lines to complete its standard 38mm closure portfolio.

NEW CASTLE, PA, October 26, 2004. IPEC Holdings Inc. (“IPEC” or the “Company”) (OTC: IPEC) today announced its results for the third quarter ended September 30, 2004. Net income available to common shares for the third quarter of 2004 was $0.05 per common share.

2004 THIRD QUARTER FINANCIAL HIGHLIGHTS:

• Net income available to common shares for the third quarter of 2004 increased significantly to $544,655 or $0.05 per common share from $77,836 or $0.00 per common share in the third quarter of 2003.

• Operating income for the third quarter of 2004 was approximately four times the level of operating income for the third quarter of 2003 reaching $1,018,913 in the 2004 period from $256,699 in the 2003 period.

• Sales increased to $6.4 million for the quarter, a 47% increase as compared to the third quarter in 2003 and the highest level of quarterly sales obtained in the Company’s history.

• The Company remains financially sound with borrowing capacity plus cash on hand at over $3,400,000.

The Company is also announcing that it is in the final product development stages for two additional product offerings to complete its standard 38mm closure portfolio. IPEC’s 38mm foil-lined closures and its 38mm screw closure will be available for market consumption in the first and second quarters of 2005, respectively. The new product lines are anticipated to have a minimal replacement effect on the Company’s existing sales base and primarily result in incremental revenue growth to IPEC. The Company’s 38mm screw closure offering was designed to produce a lighter, faster closure than existing market versions while maintaining the reputation of the closure style for having one of the tightest seals in the industry. Commenting on the additional product lines, Joseph Giordano, Jr., the Company’s Chief Executive Officer stated, “We are really excited about getting these products out into the marketplace. The market demand for these product lines in the dairy industry is significant and their addition to our portfolio will enable us to penetrate a dairy customer base that was previously inaccessible. Furthermore, their launch will permit us to increase sales in our existing product portfolio due to common purchase requirements of multiple closure product lines by a single customer.”




With respect to IPEC’s financial performance during the third quarter, Shawn C. Fabry, the Company’s Chief Financial Officer, explained, “The Company’s positive third quarter results are a reflection of our low cost production process and strict adherence to a financially prudent new customer acceptance process. In addition, we believe there remain substantial volume efficiencies that can be realized when giving consideration to our plants’ existing excess capacity levels coupled with minimal capital expenditure requirements.”

IPEC has increased its estimate of 2004 fiscal earnings per common share to $0.15 per common share, barring the occurrence of any unforeseen or unusual conditions affecting the industry or IPEC. The Company also estimates fiscal 2004 revenues will approximate $22 million. The projection of $0.02 earnings per common share for the fourth quarter of 2004 compared to IPEC’s previous quarters of 2004 bears a direct correlation to the historical effect of seasonality on the Company’s business and does not reflect a projected deterioration in the Company’s earnings structure.

ABOUT IPEC HOLDINGS INC.:

IPEC Holdings Inc. manufactures and sells tamper evident plastic closures.  These closures are predominantly used in the bottling of non-carbonated beverages including bottled water, milk and fruit and sports drinks.  The Company also designs and manufactures equipment for the bottling industry.  IPEC’s customer base primarily consists of dairy and bottled water manufacturers both domestically and internationally. The Company’s two principal manufacturing facilities are located in the United States of America in Pennsylvania and Alabama.

FOR ADDITIONAL INFORMATION CONTACT:

Shawn C. Fabry
Chief Financial Officer

185 Northgate Circle
New Castle, PA 16105
Website: www.ipec.biz
Phone: (724) 658-3004 x235
Fax: (724) 658-3054

FORWARD-LOOKING STATEMENTS:

This news release contains forward-looking statements that are based on current expectations, estimates and projections about IPEC’s business, management’s beliefs and assumptions made by management. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.




IPEC HOLDINGS INC.
UNAUDITED FINANCIAL RESULTS


Q3 04
Q3 03
YTD 04
YTD 03
                     
 Sales     $ 6,386,774   $ 4,331,360   $ 17,112,976   $ 12,125,265  
     
 Operating expenses:    
   Cost of goods sold       4,456,962     3,364,017     12,161,831     9,053,431  
   Selling       361,972     344,336     943,487     1,050,026  
   General and administrative       548,927     366,308     1,492,226     1,137,509  
       Operating expenses       5,367,861     4,074,661     14,597,544     11,240,966  
     
 Operating income       1,018,913     256,699     2,515,432     884,299  
     
 Non-operating expense:    
   Interest expense       92,799     153,497     335,285     454,343  
   Other expense (income)       18,355     (19,025 )   35,496     (22,705 )
     
       Non-operating expenses       111,154     134,472     370,781     431,638  
     
 Income before taxes       907,759     122,227     2,144,651     452,661  
 Income taxes       363,104     44,391     857,861     172,891  
     
 Net income     $ 544,655   $ 77,836   $ 1,286,790   $ 279,770  
     
 Average Shares of Common    
Stock - Basic       9,972,912     9,972,912     9,972,912     9,972,912  
     
 Average Shares of Common    
Stock - Diluted       10,112,928     10,041,945     10,156,754     10,181,480  
     
 Basic Income Per Share     $ 0.05   $ 0.00   $ 0.13   $ 0.03  
     
 Diluted Income Per Share     $ 0.05   $ 0.00   $ 0.13   $ 0.03  
     
Net Income Plus:    
Interest Expense       92,799     153,497     335,285     454,343  
Income Taxes       363,104     44,391     857,861     172,891  
Depreciation expense       451,339     446,468     1,327,045     1,285,381  
     
EBITDA (a) (b)     $ 1,451,897   $ 722,192   $ 3,806,981   $ 2,192,385  
EBITDA as a % of Sales (a) (b)       23 %   17 %   22 %   18 %

(a) EBITDA represents, for any relevant period, income (loss) before income taxes, depreciation of property, plant and equipment, interest expense (including amortization of debt issuance costs) and amortization of intangible assets.

(b) EBITDA is not intended to represent and should not be considered more meaningful than, or an alternative to, net income (loss), cash flow or other measures of performance in accordance with generally accepted accounting principles. EBITDA data is included because the Company understands that such information is used by certain investors and Company analysts.



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