UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________
Commission File No. 1-9389
C&D TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3314599
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 Union Meeting Road
Blue Bell, Pennsylvania 19422
(Address of principal executive office)
(Zip Code)
(215) 619-2700
(Registrant's telephone number, including area code)
_________________N/A_________________
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO ___
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in rule 12b-2 of the Securities Exchange Act of 1934). YES X NO ___
Number of shares of the Registrant's Common Stock outstanding on August 29,
2003: 25,494,484
C&D TECHNOLOGIES, INC.
AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION Page No.
Item 1 - Financial Statements
Consolidated Balance Sheets -
July 31, 2003 and January 31, 2003................... 3
Consolidated Statements of Income - Three
and Six Months Ended July 31, 2003 and 2002.......... 5
Consolidated Statements of Cash Flows -
Six Months Ended July 31, 2003 and 2002.............. 6
Consolidated Statements of Comprehensive Income -
Three and Six Months Ended July 31, 2003 and 2002.... 7
Notes to Consolidated Financial Statements............ 8
Report of Independent Accountants..................... 16
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations... 17
Item 3 - Quantitative and Qualitative Disclosures
About Market Risk............................... 23
Item 4 - Controls and Procedures.......................... 23
PART II. OTHER INFORMATION................................... 24
SIGNATURES................................................... 25
EXHIBIT INDEX................................................ 26
2
PART I. FINANCIAL INFORMATION
Item 1 - Financial Statements
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
(UNAUDITED)
July 31, January 31,
2003 2003
---- ----
ASSETS
Current assets:
Cash and cash equivalents................... $ 6,769 $ 12,966
Accounts receivable, less allowance for
doubtful accounts of $1,635 and $1,906,
respectively........................... 48,593 44,890
Inventories................................. 46,144 47,905
Deferred income taxes....................... 8,107 8,234
Other current assets........................ 910 2,304
------- -------
Total current assets............. 110,523 116,299
Property, plant and equipment, net................ 102,975 112,158
Intangible and other assets, net.................. 36,917 38,724
Goodwill.......................................... 113,904 114,975
------- -------
Total assets..................... $364,319 $382,156
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt............................. $ 22,500 $ 14,062
Accounts payable............................ 19,079 21,841
Accrued liabilities......................... 19,075 18,961
Income taxes................................ 1,641 -
Other current liabilities................... 6,142 7,659
------- -------
Total current liabilities........ 68,437 62,523
Deferred income taxes ............................ 11,513 10,579
Long-term debt.................................... - 25,857
Other liabilities................................. 15,494 16,613
------- -------
Total liabilities................ 95,444 115,572
The accompanying notes are an integral part of these statements.
3
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
July 31, January 31,
2003 2003
---- ----
Commitments and contingencies
Minority interest................................. 8,190 8,310
Stockholders' equity:
Common stock, $.01 par value, 75,000,000
shares authorized; 28,547,713 and
28,509,803 shares issued, respectively.. 285 285
Additional paid-in capital.................. 69,635 69,152
Treasury stock, at cost, 3,042,095 and
2,810,280 shares, respectively.......... (41,590) (38,409)
Accumulated other comprehensive income...... 292 881
Retained earnings........................... 232,063 226,365
------- -------
Total stockholders' equity....... 260,685 258,274
------- -------
Total liabilities and
stockholders' equity........... $364,319 $382,156
======= =======
The accompanying notes are an integral part of these statements.
4
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(UNAUDITED)
Three months ended Six months ended
July 31, July 31,
2003 2002 2003 2002
---- ---- ---- ----
Net sales............................ $ 81,364 $ 84,292 $ 158,732 $ 168,354
Cost of sales........................ 62,286 64,090 122,662 129,506
------- ------- ------- -------
Gross profit..................... 19,078 20,202 36,070 38,848
Selling, general and
administrative expenses.......... 10,524 9,044 19,694 17,853
Research and development
expenses......................... 2,335 2,532 4,746 4,894
------- ------- ------- -------
Operating income................. 6,219 8,626 11,630 16,101
Interest expense, net................ 302 822 748 2,006
Other expense, net................... 312 116 582 110
------- ------- ------- -------
Income before income taxes and
minority interest............. 5,605 7,688 10,300 13,985
Provision for income taxes........... 2,074 2,844 3,811 5,174
------- ------- ------- -------
Net income before minority
interest...................... 3,531 4,844 6,489 8,811
Minority interest.................... (49) 140 87 (17)
------- ------- ------- -------
Net income....................... $ 3,580 $ 4,704 $ 6,402 $ 8,828
======= ======= ======= =======
Net income per share - basic......... $ .14 $ .18 $ .25 $ .34
======= ======= ======= =======
Net income per share - diluted....... $ .14 $ .18 $ .25 $ .34
======= ======= ======= =======
Dividends per share.................. $ .01375 $ .02750 $ .02750 $ .04125
======= ======= ======= =======
The accompanying notes are an integral part of these statements.
5
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(UNAUDITED)
Six months ended
July 31,
2003 2002*
---- ----
Cash flows provided (used) by operating activities:
Net income........................................... $ 6,402 $ 8,828
Adjustments to reconcile net income to net
cash provided by operating activities:
Minority interest.............................. 87 (17)
Depreciation and amortization.................. 11,440 12,250
Deferred income taxes.......................... 1,061 557
Loss on disposal of assets..................... 47 320
Changes in:
Accounts receivable...................... (3,539) (393)
Inventories.............................. 1,775 8,829
Other current assets..................... 66 38
Accounts payable......................... (2,381) (680)
Accrued liabilities...................... 226 (1,914)
Income taxes payable..................... 3,030 7,857
Other current liabilities................ (1,519) (13)
Other liabilities........................ (1,118) 891
Other assets............................. 870 160
Other, net..................................... 362 (2,796)
------- -------
Net cash provided by operating activities................ 16,809 33,917
------- -------
Cash flows provided (used) by investing activities:
Acquisition of property, plant and equipment......... (1,821) (3,551)
Proceeds from disposal of property, plant
and equipment..................................... 64 602
------- -------
Net cash used by investing activities.................... (1,757) (2,949)
------- -------
Cash flows provided (used) by financing activities:
Repayment of debt.................................... (18,750) (24,411)
Proceeds from new borrowings......................... 1,250 -
Financing cost of long-term debt..................... - (118)
Proceeds from issuance of common stock, net.......... 255 419
Purchase of treasury stock........................... (3,181) (6,402)
Payment of common stock dividends.................... (704) (1,073)
Payment of minority interest dividends............... (207) -
------- -------
Net cash used by financing activities............. (21,337) (31,585)
------- -------
Effect of exchange rate changes on cash........... 88 132
------- -------
Decrease in cash and cash equivalents............. (6,197) (485)
Cash and cash equivalents at beginning
of period...................................... 12,966 8,781
------- -------
Cash and cash equivalents at end of period........ $ 6,769 $ 8,296
======= =======
SCHEDULE OF NON CASH INVESTING
AND FINANCIAL ACTIVITIES
Decrease in property, plant, and
equipment acquisitions in
accounts payable............................... $ (396) $ (957)
======= =======
*Reclassified for comparative purposes.
The accompanying notes are an integral part of these statements.
6
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(UNAUDITED)
Three months ended Six months ended
July 31, July 31,
2003 2002 2003 2002
---- ---- ---- ----
Net income............................................... $3,580 $4,704 $6,402 $ 8,828
Other comprehensive income (expense), net of tax:
Net unrealized gain (loss) on derivative instruments... 150 (286) 121 (67)
Foreign currency translation adjustments............... 164 1,981 (710) 2,896
----- ----- ----- ------
Total comprehensive income............................... $3,894 $6,399 $5,813 $11,657
===== ===== ===== ======
The accompanying notes are an integral part of these statements.
7
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(UNAUDITED)
1. INTERIM STATEMENTS
The accompanying interim consolidated financial statements of C&D
Technologies, Inc. (together with its operating subsidiaries, the "Company")
should be read in conjunction with the consolidated financial statements and
notes thereto contained in the Company's Annual Report to Stockholders for the
fiscal year ended January 31, 2003. The January 31, 2003 amounts were derived
from the Company's audited financial statements. The consolidated financial
statements presented herein are unaudited but, in the opinion of management,
include all necessary adjustments (which comprise only normal recurring items)
required for a fair presentation of the consolidated financial position as of
July 31, 2003 and the related consolidated statements of income and
comprehensive income for the three and six month periods ended July 31, 2003 and
2002 and the related consolidated statements of cash flow for the six-month
periods ended July 31, 2003 and 2002. However, interim results of operations may
not be indicative of results for the full fiscal year.
2. NEW ACCOUNTING PRONOUNCEMENTS
In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities." This Statement
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for hedging activities
under SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003, except as stated below and for hedging relationships
designated after June 30, 2003. In addition, except as stated below, all
provisions of SFAS No. 149 should be applied prospectively.
The provisions of SFAS No. 149 relate to SFAS No. 133 implementation issues
that have been effective for fiscal quarters that began prior to June 15, 2003
and should continue to be applied in accordance with their respective effective
dates. In addition, paragraphs 7(a) and 23(a), which relate to forward purchases
or sales of when-issued securities or other securities that do not yet exist,
should be applied to both existing contracts and new contracts entered into
after June 30, 2003. SFAS No. 149 had no significant impact at the point of
adoption on the Company's consolidated statements of income or financial
position.
8
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
3. INVENTORIES
Inventories consisted of the following:
July 31, January 31,
2003 2003
---- ----
Raw materials............................ $18,166 $17,833
Work-in-progress......................... 9,346 10,379
Finished goods........................... 18,632 19,693
------ ------
$46,144 $47,905
====== ======
4. INCOME TAXES
A reconciliation of the provision for income taxes from the statutory rate
to the effective rate is as follows:
Six months ended
July 31,
2003 2002
---- ----
U.S. statutory income tax....................... 35.0% 35.0%
State tax, net of federal income tax benefit.... 1.0 1.8
Foreign sales corporation....................... - (0.4)
Tax effect of foreign operations................ 0.6 (0.1)
Research and development credit................. - (0.1)
Other........................................... 0.4 0.8
---- ----
37.0% 37.0%
==== ====
5. NET INCOME PER COMMON SHARE
Net income per share - basic is based on the weighted average number of
shares of Common Stock outstanding. Net income per share - diluted reflects the
potential dilution that could occur if stock options were exercised. Weighted
average common shares and common shares - diluted were as follows:
Three months ended Six months ended
July 31, July 31,
2003 2002 2003 2002
---- ---- ---- ----
Weighted average shares
of common stock
outstanding................................... 25,554,863 25,915,083 25,601,418 25,943,416
Assumed exercise of stock
options, net of shares
assumed reacquired............................ 101,355 225,323 106,077 263,766
---------- ---------- ---------- ----------
Weighted average common
shares - diluted.............................. 25,656,218 26,140,406 25,707,495 26,207,182
========== ========== ========== ==========
9
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
6. CONTINGENT LIABILITIES
Environmental:
The Company is subject to extensive and evolving environmental laws and
regulations regarding the clean-up and protection of the environment, worker
health and safety and the protection of third parties. These laws and
regulations include, but are not limited to: (i) requirements relating to the
handling, storage, use and disposal of lead and other hazardous materials found
in manufacturing processes and solid wastes; (ii) record keeping and periodic
reporting to governmental entities regarding the use and disposal of hazardous
materials; (iii) monitoring and permitting of air emissions and water discharge;
and (iv) monitoring worker exposure to hazardous substances in the workplace,
and protecting workers from impermissible exposure to hazardous substances,
including lead, used in our manufacturing process.
Notwithstanding the Company's efforts to maintain compliance with
applicable environmental requirements, if injury or damage to persons or the
environment arises from hazardous substances used, generated or disposed of in
the conduct of the Company's business (or that of a predecessor to the extent
the Company is not indemnified therefor), the Company may be held liable for
certain damages and for the costs of investigation and remediation, which could
have a material adverse effect on the Company's business, financial condition,
or results of operations. However, under the terms of the purchase agreement
with Allied Corporation ("Allied") for the acquisition of the Company (the
"Acquisition Agreement"), Allied was obligated to indemnify the Company for any
liabilities of this type resulting from conditions existing at January 28, 1986
that were not disclosed by Allied to the Company in the schedules to the
Acquisition Agreement. These obligations have since been assumed by Allied's
successor in interest, Honeywell ("Honeywell").
The Company, along with numerous other parties, has been requested to
provide information to the United States Environmental Protection Agency (the
"EPA") in connection with investigations of the source and extent of
contamination at three lead smelting facilities (the "Third Party Facilities")
to which the Company had made scrap lead shipments for reclamation prior to the
date of the acquisition.
The Company and four other potentially responsible parties ("PRPs") agreed
upon a cost sharing arrangement for the design and remediation phases of a
project related to one of the Third Party Facilities, the former NL Industries
in Pedricktown, New Jersey, acting pursuant to a Consent Decree. The PRPs
identified and sued additional PRPs for contribution. In April 2002, one of the
original four PRPs, Exide Technologies ("Exide"), filed for relief under Chapter
11 of Title 11 of the United States Code. In August 2002, Exide notified the
PRPs that it would no longer be taking an active role in any further action at
the site and discontinued its financial participation. This resulted in a pro
rata increase in the liabilities of the other PRPs, including the Company.
The Company also responded to requests for information from the EPA and the
state environmental agency with regard to another Third Party Facility, the
"Chicago Site," in October 1991.
In August 2002, the Company was notified of its involvement as a PRP at the
NL Atlanta, Northside Drive Superfund site. The Company is currently in
negotiations with the other PRPs at this site regarding its share of the
allocated liability, which the Company expects to be de minimis.
10
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
The Company is also aware of the existence of contamination at its
Huguenot, New York facility, which is expected to require expenditures for
further investigation and remediation. The site is listed by the New York State
Department of Environmental Conservation ("NYSDEC") on its registry of inactive
hazardous waste disposal sites due to the presence of fluoride and other
contamination in amounts that exceed state groundwater standards. The prior
owner of the site is expected to ultimately bear some, as yet undetermined,
share of the costs associated with this matter for contamination in place at the
time the Company acquired the property. The NYSDEC has issued a Record of
Decision for the soil remediation portion of this site. However, a final
remediation plan for the ground water portion has not yet been finalized with or
approved by the State of New York.
The Company, together with Johnson Controls, Inc. ("JCI"), is conducting an
assessment and remediation of contamination at its Dynasty Division facility in
Milwaukee, Wisconsin. The majority of this project was completed as of October
2001. Under the purchase agreement with JCI, the Company is responsible for (i)
one-half of the cost of the on-site assessment and remediation, with a maximum
liability of $1,750, (ii) any environmental liabilities at the facility that are
not remediated as part of the current project and (iii) environmental
liabilities for claims made after the fifth anniversary of the closing, i.e.
March 2004, that arise from migration from a pre-closing condition at the
Milwaukee facility to locations other than the Milwaukee facility, but
specifically excluding liabilities relating to pre-closing offsite disposal. JCI
has retained all other environmental liabilities, including off-site assessment
and remediation.
In January 1999, the Company received notification from the EPA of alleged
violations of permit effluent and pretreatment discharge limits at its plant in
Attica, Indiana. The Company submitted a compliance plan to the EPA in April
2002. The Company engaged in negotiations with both the EPA and Department of
Justice through March 2003 regarding a potential resolution of this matter. The
government filed suit against the Company in March 2003 for alleged violations
of the Clean Water Act. The complaint requests injunctive relief and civil
penalties of up to the amounts provided by statute. The Company anticipates that
the matter will result in a penalty assessment and compliance obligations. The
Company will continue to seek a negotiated or mediated resolution, failing which
it intends to vigorously defend the action.
The Company accrues reserves for liabilities in the Company's consolidated
financial statements and periodically reevaluates the reserved amounts for these
liabilities in view of the most current information available in accordance with
SFAS No. 5, "Accounting for Contingencies." Based on currently available
information, management of the Company believes that appropriate reserves have
been established with respect to the foregoing contingent liabilities and that
they are not expected to have a material adverse effect on the Company's
business, financial condition or results of operations.
11
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
7. OPERATIONS BY INDUSTRY SEGMENT
The Company has the following four reportable business segments:
The Powercom Division manufactures and markets integrated reserve power
systems and components for the standby power market, which includes
telecommunications, uninterruptible power supplies and utilities. Integrated
reserve power systems monitor and regulate electric power flow and provide
backup power in the event of a primary power loss or interruption. The Powercom
Division also produces the individual components of these systems, including
reserve batteries, power rectifiers, system monitors, power boards and chargers.
The Dynasty Division manufactures and markets industrial batteries
primarily for the uninterruptible power supply, telecommunications and cable
markets. Major applications of these products include wireless and wireline
telephone infrastructure, CATV signal powering, corporate data center powering
and computer network back-up for use during a utility power outage.
The Power Electronics Division manufactures and markets custom, standard
and modified-standard electronic power supply systems, including DC to DC
converters, for large original equipment manufacturers ("OEMs") of
telecommunications and networking equipment, as well as office and industrial
equipment.
The Motive Power Division manufactures complete systems and individual
components (including power electronics and batteries) to power, monitor, charge
and test the batteries used in electric industrial vehicles, including fork-lift
trucks, automated guided vehicles and airline ground support equipment. These
products are marketed to end users in a broad array of industries, dealers of
fork-lift trucks and other material handling vehicles, and, to a lesser extent,
OEMs.
Summarized financial information related to the Company's business segments
for the three and six months ended July 31, 2003 and 2002 is shown below:
Power Motive
Powercom Dynasty Electronics Power
Division Division Division Division Consolidated
-------- -------- ----------- -------- ------------
Three months ended July 31, 2003:
Net sales................................ $33,354 $26,010 $10,042 $11,958 $ 81,364
Operating income (loss).................. $ 4,257 $ 4,002 $ (391) $(1,649) $ 6,219
Three months ended July 31, 2002:
Net sales................................ $35,668 $23,054 $12,493 $13,077 $ 84,292
Operating income (loss).................. $ 5,306 $ 4,018 $ 440 $(1,138) $ 8,626
Six months ended July 31, 2003:
Net sales................................ $65,214 $49,602 $19,078 $24,838 $158,732
Operating income (loss).................. $ 8,335 $ 7,473 $ (985) $(3,193) $ 11,630
Six months ended July 31, 2002:
Net sales................................ $72,156 $44,110 $25,336 $26,752 $168,354
Operating income (loss).................. $11,310 $ 6,410 $ 576 $(2,195) $ 16,101
12
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
8. DERIVATIVE INSTRUMENTS
The following table includes all interest rate swaps as of July 31, 2003
and January 31, 2003. These interest rate swaps are designated as cash flow
hedges and, therefore, changes in the fair value, net of tax, are recorded in
accumulated other comprehensive income (loss).
Fixed Variable Fair Fair
Interest Interest Value Value
Notional Origination Maturity Rate Rate At At
Amount Date Date Paid Received 7/31/03 1/31/03
- -------- ----------- -------- -------- -------- -------- -------
$20,000 02/05/01 03/01/03 5.24% LIBOR $ - $ (66)
20,000 04/11/01 04/11/06 5.56% LIBOR (1,695) (1,832)
------- -------
$(1,695) $(1,898)
======= =======
The Company does not invest in derivative securities for speculative
purposes, but does enter into hedging arrangements in order to reduce its
exposure to fluctuations in interest rates as well as to fluctuations in
exchange rates. The Company applies hedge accounting in accordance with SFAS No.
133, whereby the Company designates each derivative as a hedge of (i) the fair
value of a recognized asset or liability or of an unrecognized firm commitment
("fair value" hedge); or (ii) the variability of anticipated cash flows of a
forecasted transaction or the cash flows to be received or paid related to a
recognized asset or liability ("cash flow" hedge). From time to time, however,
the Company may enter into derivatives that economically hedge certain of its
risks, even though hedge accounting is not allowed by SFAS No. 133 or is not
applied by the Company. In these cases, there generally exists a natural hedging
relationship in which changes in fair value of the derivative, which are
recognized currently in earnings, act as an economic offset to changes in the
fair value of the underlying hedged item(s). The Company did not apply hedge
accounting to currency forward contracts with a combined fair value of $970 and
$(258) as of July 31, 2003 and January 31, 2003. Changes in the fair value of
these currency forward contracts are recorded in other expense (income), net.
13
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
9. STOCK-BASED COMPENSATION PLANS
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure an amendment of FASB Statement No.
123." SFAS No. 148 provides alternative methods of transition for companies
making a voluntary change to fair value-based accounting for stock-based
employee compensation. The Company continues to account for its stock option
plans under the intrinsic value recognition and measurement principles of
Accounting Principle Board's Opinion No. 25, "Accounting for Stock Issued to
Employees," and related Interpretations. Effective for interim periods beginning
after December 15, 2002, SFAS No. 148 also requires disclosure of pro-forma
results on a quarterly basis as if the Company had applied the fair value
recognition provisions of SFAS No. 123.
As the exercise price of all options granted under the Company's stock
option plans was equal to the market price of the underlying common stock on the
grant date, no stock-based employee compensation cost is recognized in net
income. The following table illustrates the effect on net income and earnings
per share if the Company had applied the fair value recognition provisions of
SFAS No. 123, as amended, to options granted under the stock option plans. For
purposes of this pro-forma disclosure, the estimated value of the options is
amortized ratably to expense over the options' vesting periods. Because the
estimated value is determined as of the date of grant, the actual value
ultimately realized by the employee may be significantly different.
Three months ended Six months ended
July 31, July 31,
2003 2002 2003 2002
---- ---- ---- ----
Net income - as reported................................ $3,580 $4,704 $6,402 $8,828
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects............ 1,052 1,334 2,070 2,429
----- ----- ----- -----
Net income - pro forma.................................. $2,528 $3,370 $4,332 $6,399
===== ===== ===== =====
Net income per common share - basic - as reported....... 0.14 0.18 0.25 0.34
Net income per common share - basic - pro forma......... 0.10 0.13 0.17 0.25
Net income per common share - diluted - as reported..... 0.14 0.18 0.25 0.34
Net income per common share - diluted - pro forma....... 0.10 0.13 0.17 0.24
Weighted average fair value of options
granted during the period............................. 6.96 10.19 7.74 9.32
SFAS No. 123 requires the use of option pricing models that were not
developed for use in valuing employee stock options. The Black-Scholes
option-pricing model was developed for use in estimating the fair value of
short-lived exchange traded options that have no vesting restrictions and are
fully transferable. In addition, option-pricing models require the input of
highly subjective assumptions, including the option's expected life and the
price volatility of the underlying stock. Because changes in the subjective
input assumptions can materially affect the fair value estimate, in the opinion
of management, the existing models do not necessarily provide a reliable single
measure of the fair value of employee stock options.
The value of options granted was estimated at the date of grant using a
Black-Scholes option-pricing model with the following weighted average
assumptions:
Three months ended Six months ended
July 31, July 31,
2003 2002 2003 2002
---- ---- ---- ----
Risk free interest rate......................... 2.53% 4.42% 2.80% 4.42%
Expected dividend yield......................... 0.38% 0.27% 0.34% 0.27%
Expected volatility factor...................... 0.551 0.477 0.533 0.477
Weighted average expected life.................. 5.00 years 5.00 years 5.00 years 5.00 years
14
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
10. WARRANTY
The Company provides for estimated product warranty expenses when the
related products are sold. Because warranty estimates are forecasts that are
based on the best available information, primarily historical claims experience,
claims costs may differ from amounts provided. An analysis of changes in the
liability for product warranties follows:
Balance at February 1, 2003 .......................... $10,599
Current year provisions .............................. 2,280
Expenditures ......................................... (4,382)
------
Balance at July 31, 2003 ............................. $ 8,497
======
11. SUBSEQUENT EVENT
On September 9, 2003, the Company announced that it had signed an agreement
to purchase certain assets of Matsushita Battery Industrial Corporation of
America and Matsushita Battery Industrial de Mexico, S.A. de C.V. for
manufacturing certain industrial lead acid stationary batteries. The transaction
is expected to close in late September 2003. In conjunction with the
acquisition, the Company entered into a worldwide technology license agreement
with Matsushita Battery Industrial Co. Ltd. of Japan for selected patents and
know-how.
15
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of C&D Technologies, Inc.:
We have reviewed the accompanying consolidated balance sheet of C&D
Technologies, Inc. and its subsidiaries (the "Company") as of July 31, 2003, and
the related consolidated statements of income and comprehensive income for each
of the three-month and six-month periods ended July 31, 2003 and 2002, and the
consolidated statements of cash flows for the six-month periods ended July 31,
2003 and 2002. These interim financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated interim financial statements for them
to be in conformity with accounting principles generally accepted in the United
States of America.
We previously audited in accordance with auditing standards generally accepted
in the United States of America, the consolidated balance sheet as of January
31, 2003, and the related consolidated statements of income, stockholders'
equity, cash flows, and comprehensive income for the year then ended (not
presented herein), and in our report dated March 14, 2003 we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying consolidated balance sheet
information as of January 31, 2003, is fairly stated in all material respects in
relation to the consolidated balance sheet from which it has been derived.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Philadelphia, PA
August 28, 2003
16
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share data)
Within the following discussion, unless otherwise stated, "quarter" and
"six-month period", refer to the second quarter of fiscal 2004 and the six
months ended July 31, 2003. All comparisons are with the corresponding periods
in the prior year, unless otherwise stated.
Net sales for the second quarter of fiscal 2004 decreased $2,928 or 3% to
$81,364 from $84,292 in the second quarter of fiscal 2003. This decrease
resulted from lower sales in the Power Electronics, Powercom and Motive Power
divisions, partially offset by higher sales in the Dynasty Division. Sales by
the Power Electronics Division declined $2,451 during the quarter, or 20%,
primarily due to a decline in DC to DC converter sales, although second quarter
sales were 11% higher than the first quarter of fiscal 2004. Powercom divisional
sales decreased $2,314 in the three months ended July 31, 2003, or 6%, primarily
due to lower sales to the telecommunications market. Powercom sales continue to
be affected by the lower spending levels of the telecommunications industry,
especially for major new projects. We are beginning to see a modest increase in
sales related to the UPS market. Sales of the Motive Power Division fell $1,119
during the quarter, or 9%, primarily due to lower charger and battery sales.
Sales in the Dynasty Division increased $2,956 or 13% in the three months ended
July 31, 2003. Contributing to the higher sales was an increased demand for
sealed products in the North American UPS market, partially offset by lower
sales from our China location as well as sales to the cable market. We have seen
an increase in the UPS OEM market, beginning in the first quarter of fiscal
2004, which has continued through the second quarter. In addition, the Dynasty
division has benefited from the continued strength of its aftermarket channel
partners. Sales for the six-month period decreased $9,622 or 6% to $158,732 from
$168,354 in the six months ended July 31, 2002. This decrease resulted from
lower sales in the Powercom, Power Electronics and Motive Power divisions,
partially offset by higher sales in the Dynasty Division. Sales by the Powercom
Division fell $6,942 or 10% during the six-month period, primarily due to lower
sales to the telecommunications market. Power Electronics divisional sales
declined $6,258 or 25%, primarily due to a decline in DC to DC converter sales.
Sales of the Motive Power Division fell $1,914 or 7%, primarily due to lower
battery and charger sales. Dynasty Division sales increased by $5,492 or 12%,
primarily due to an increase in sales to the UPS market, partially offset by
lower sales to the cable market.
Gross profit for the second quarter of fiscal 2004 decreased $1,124 or 6%
to $19,078 from $20,202 in the second quarter of the prior year, resulting in a
decrease in gross margin from 24.0% to 23.4%. Gross profit declined in the Power
Electronics, Powercom and Motive Power divisions, primarily as a result of lower
sales volumes. Gross profit in the Dynasty Division increased, primarily as a
result of higher sales volumes. Gross profit for the six months ended July 31,
2003 declined $2,778 or 7% to $36,070 from 36,848, resulting in a decrease in
gross margin from 23.1% to 22.7%. Gross profit declined in the Powercom, Power
Electronics, and Motive Power divisions, primarily as a result of lower sales
volumes. Gross profit in the Dynasty Division increased, primarily as a result
of higher sales volumes. Material prices increased modestly in the quarter, with
the price of lead, a primary component of our cost, increasing through the
second quarter of fiscal 2004.
Selling, general and administrative expenses for the second quarter of
fiscal 2004 increased $1,480 or 16%. This increase was primarily due to higher
warranty expenses, coupled with higher expenses related to potential
acquisitions and business related legal expenses. For the six-month period,
selling, general and administrative expenses increased $1,841 or 10%. This
increase was the result of higher warranty expenses, payroll-related costs and
potential acquisition-related costs, partially offset by lower variable selling
costs associated with the decreased sales volumes.
Research and development expenses in the second quarter of fiscal 2004
decreased $197 or 8%, primarily due to reduced spending in the Power Electronics
and Dynasty divisions, partially offset by higher spending in the Powercom and
Motive Power divisions. As a percentage of sales, research and development
expenses decreased from 3.0% of sales in the second quarter of fiscal 2003 to
2.9% of sales in the second quarter of fiscal 2004. For the six-month period,
research and development expenses decreased $148 or 3%. This decrease was also a
result of reduced spending in the Power Electronics and Dynasty divisions,
partially offset by higher spending in the Powercom and Motive Power divisions.
As a percentage of sales, research and development expenses increased from 2.9%
in the first half of fiscal 2003 to 3.0% during the first half of fiscal 2004.
17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)
Operating income for the second quarter of fiscal 2004 decreased $2,407 or
28% to $6,219 from $8,626 in the comparable quarter of the prior fiscal year.
This decrease was the result of lower operating income generated by the Powercom
and Dynasty Divisions during the quarter, a higher operating loss in the Motive
Power Division in the three months ended July 31, 2003 and an operating loss
generated by the Power Electronics Division during the quarter compared with
operating income in the second quarter of fiscal 2003. Operating income for the
six-month period fell $4,471 or 28% to $11,630 from $16,101 in the comparable
period of the prior fiscal year. This decrease was the result of lower operating
income generated by the Powercom Division during the six months ended July 31,
2003, an operating loss in the Power Electronics Division during the six-month
period compared with operating income during the comparable period of the prior
year, a higher operating loss in the Motive Power Division in the six months
ended July 31, 2003, partially offset by higher operating income in the Dynasty
Division.
As reported in the first quarter of fiscal 2004, we continue to make
significant changes in the divisions that have operating losses. In the Power
Electronics Division, the move of certain manufacturing processes to Guangzhou,
China continues with approximately 80 positions transferred to date. This
transition was delayed for approximately two months due to the SARS outbreak in
China, which did not directly affect employees at the Company's facility. The
Motive Power Division continues to fall short of expectations, although the
previously reported warranty issue appears to be declining. We implemented
administrative changes at the beginning of the quarter and have begun to see a
trend down in both the number of claims relating to the period four years ago as
well as the total costs. The project to move warehousing and finishing from our
Huguenot, New York facility to space available in our Leola, Pennsylvania
facility has been concluded. In addition, there has been a dramatic improvement
in the division's on-time delivery.
Interest expense, net, decreased $520 for the quarter and $1,258 for the
six-month period, primarily due to lower average debt balances outstanding,
coupled with lower effective interest rates.
Income tax expense decreased $770 for the quarter and $1,363 for the
six-month period as the result of lower income before income taxes. The
effective tax rate consists of statutory rates adjusted for the tax impact of
foreign operations. The effective tax rate was 37% for both the quarter and the
six-month period as well as the comparable periods of the prior fiscal year.
Minority interest reflects the 33% ownership interest in the joint venture
battery business located in Shanghai, China that is not owned by C&D. During the
quarter, the Shanghai joint venture generated a net loss as opposed to net
income in the comparable period of the prior fiscal year. For the six-month
period, the joint venture had net income as compared to a net loss in the prior
fiscal year.
As a result of the above, for the second quarter of fiscal 2004, net income
decreased $1,124 or 24% to $3,580 or $0.14 per share - basic and $0.14 per share
- - diluted. For the six-month period, net income decreased $2,426 or 27% to
$6,402 or $0.25 per share - basic and $0.25 per share - diluted. The recent
power problem in the United States and Canada has increased awareness of our
nation's power grid vulnerabilities and complexities which may result in more
companies investing in back-up power. We believe that the response to this
awareness, combined with the aforementioned increase in our UPS business and the
increased level of quotation activity in the telecommunications sector, could
enable C&D to generate earnings per share during the third quarter of fiscal
2004 which exceeds that of the second quarter of fiscal 2004 by a double digit
percentage.
On September 9, 2003, we announced that we had signed an agreement to
purchase certain assets of Matsushita Battery Industrial Corporation of America
and Matsushita Battery Industrial de Mexico, S.A. de C.V. for manufacturing
certain industrial lead acid stationary batteries. The transaction is expected
to close in late September 2003. In conjunction with the acquisition, we entered
into a worldwide technology license agreement with Matsushita Battery Industrial
Co. Ltd. of Japan for selected patents and know-how.
18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)
Liquidity and Capital Resources
Net cash provided by operating activities decreased $17,108 or 50% to
$16,809 for the six-month period ended July 31, 2003 compared to $33,917 in the
same period of the prior year. This decrease in net cash provided by operating
activities was primarily due to: (i) a smaller decrease in inventory in the six
months ended July 31, 2003 versus the six months ended July 31, 2002; (ii) a
smaller increase in income taxes payable in the first half of fiscal 2004 versus
the first half of fiscal 2003; (iii) a larger decrease in accounts payable and
other current liabilities in the six-month period ended July 31, 2003 versus the
comparable period of the prior fiscal year; (iv) a larger increase in accounts
receivable in the six months ended July 31, 2003 versus the six months ended
July 31, 2002; (v) lower net income in the first half of fiscal 2004 versus the
first half of fiscal 2003; and (vi) a decrease in other liabilities in the
six-month period ended July 31, 2003 versus an increase during the comparable
period of the prior fiscal year. These changes, resulting in lower net cash
provided by operating activities, were partially offset by an increase in
accrued liabilities in the six-month period of the current fiscal year versus a
decrease during the comparable period of the prior fiscal year.
Net cash used by investing activities decreased $1,192 or 40% to $1,757 in
the first six months of fiscal 2004 compared to $2,949 in the first six months
of fiscal 2003 due to lower capital spending, partially offset by lower proceeds
from the disposal of property, plant and equipment.
Net cash used by financing activities decreased $10,248 or 32% to $21,337
in the six-month period ended July 31, 2003 compared to $31,585 in the same
period of the prior year. This decrease was primarily due to a smaller decrease
in long-term debt, lower purchases of treasury stock and higher proceeds from
new borrowings.
The availability under our current loan agreement is expected to be
sufficient to meet our ongoing cash needs for working capital requirements, debt
service, capital expenditures and possible strategic acquisitions. This loan
agreement contains restrictive covenants that require us to maintain minimum
ratios such as fixed charge coverage and leverage ratios, as well as minimum
consolidated net worth. We were in compliance with our loan agreement covenants
at July 31, 2003. Our current loan agreement expires on March 1, 2004.
Therefore, as of July 31, 2003, all of our debt is classified as current. We
expect to enter into a new loan agreement prior to March 1, 2004. Capital
expenditures during fiscal 2003 were incurred to fund a continuing series of
cost reduction programs, normal maintenance and regulatory compliance. Fiscal
2004 capital expenditures are expected to be less than $7,000 for similar
purposes.
We intend to continue making prudent purchases of our Company stock, paying
down debt and selectively pursuing complementary accretive acquisitions.
Strategic acquisition opportunities will be expected to enhance C&D's long-term
competitive position and growth prospects and may require external financing. We
cannot assure, however, that we will close on any such acquisitions.
Our bank loan agreement permits dividends to be paid on our Common Stock as
long as there is no default under that agreement. Subject to that restriction
and the provisions of Delaware law, our Board of Directors currently intends to
continue paying dividends. We cannot assure that we will continue to do so since
future dividends will depend on our earnings, financial condition and other
factors.
The local Chinese government has notified our Shanghai C&D Battery Co. Ltd,
that it will be required to relocate its Shanghai plant during fiscal 2005 to
permit the Pudong authorities to develop the region into a cultural center.
Negotiations are in the final stages regarding the details surrounding the
specific location, timing and cost responsibilities related to the relocation of
the Shanghai plant. A location in the vicinity of our existing plant has been
selected for the relocation of the plant. This relocation is not expected to
have a material adverse effect on our financial condition or results of
operations.
19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)
NEW ACCOUNTING PRONOUNCEMENTS
See footnote number 2.
FORWARD-LOOKING STATEMENTS
Statements and information contained in this Quarterly Report on Form 10-Q
that are not historical facts are "forward-looking" statements made pursuant to
the safe-harbor provisions of the Private Securities Litigation Act of 1995.
Forward-looking statements may be identified by their use of words like "plans,"
"expects," "will," "anticipates," "intends," "projects," "estimates," "believes"
or other words of similar meaning. All statements that address expectations or
projections about the future, including, but not limited to, statements about
our strategy for growth, goals, trends, product development, market position,
market conditions, expenditures, sales and financial results, are
forward-looking statements. Forward-looking statements are based on certain
assumptions and expectations of future events and involve a number of risks and
uncertainties. We cannot guarantee that these assumptions and expectations are
accurate or will occur. We caution readers not to place undue reliance on these
forward-looking statements. These statements speak only as of the date of this
Quarterly Report on Form 10-Q, and we undertake no obligation to update or
revise these statements to reflect events or circumstances occurring after the
date of this Quarterly Report on Form 10-Q.
The factors that could cause actual results to differ materially from
anticipated results expressed or implied in any forward-looking statement
include those referenced in our other filings with the Securities and Exchange
Commission, those referenced with the forward-looking statement, including
factors discussed in this Quarterly Report on Form 10-Q, as well as the
following factors:
o We operate worldwide and derive a portion of our revenue from sales outside
the United States. Changes in the laws or policies of governmental and
quasi-governmental agencies, as well as social and economic conditions, in
the countries in which we operate could affect our business in these
countries and our results of operations. In addition, economic factors
(including inflation and fluctuations in interest rates and foreign
currency exchange rates) and competitive factors (such as price competition
or business combinations of competitors) or a decline in industry sales or
cancelled or delayed orders due to economic weakness or changes in economic
conditions, either in the United States and other countries in which we
conduct business could affect our results of operations.
o Terrorist acts or acts of war, whether in the United States or abroad,
could cause damage or disruption to our operations, our suppliers, channels
to market or customers, or could cause costs to increase, or create
political or economic instability, any of which could have a material
adverse effect on our business.
o Our results of operations could be adversely affected by conditions in the
domestic and global economies or the markets in which we conduct business,
such as telecommunications, UPS, CATV, switchgear and control and material
handling.
20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)
o Our ability to grow earnings could be affected by increases in the cost of
raw materials, particularly lead. We may not be able to fully offset the
effects of higher raw material costs through price increases or
productivity improvements.
o Our ability to meet customer demand depends, in part, on our ability to
obtain timely and adequate delivery of parts and components from our
suppliers and internal manufacturing capacity. Although we work closely
with our suppliers to avoid shortages, there can be no assurance that we
will not encounter shortages in the future. A reduction or interruption in
component supply or a significant increase in the price of one or more
components could have a material adverse effect on our operations.
o Our growth objectives are largely dependent on our ability to renew our
pipeline of new products and to bring these products to market. This
ability may be adversely affected by difficulties or delays in product
development, such as the inability to: identify viable new products;
successfully complete research and development projects; obtain adequate
intellectual property protection; or gain market acceptance of the new
products. Our growth could also be affected by new competitive products and
technologies.
o As part of our strategy for growth, we have made and may continue to make
acquisitions, and in the future, may make divestitures and form strategic
alliances. There can be no assurance that these will be completed or
beneficial to us.
o We have undertaken and may continue to undertake productivity initiatives,
including re-organizations to improve performance or generate cost savings.
In addition, we may from time to time relocate or consolidate one or more
of C&D's operations. There can be no assurance that any planned performance
improvements or cost savings from such activities will be realized or that
delays or other interruptions in production or delivery of products will
not occur as the result of any relocation or consolidation. Further, there
can be no assurance that any of these initiatives will be completed or
beneficial to C&D.
o Our facilities are subject to a broad array of environmental laws and
regulations. The costs of complying with complex environmental laws and
regulations, as well as participation in voluntary programs, are
significant and will continue to be so for the foreseeable future. We are
also subject to potentially significant fines and penalties for
non-compliance with applicable laws and regulations. Our accruals for such
costs and liabilities may not be adequate since the estimates on which the
accruals are based depend on a number of factors including, but not limited
to, the nature of the problem, the complexity of the issues, the nature of
the remedy, the outcome of discussions with regulatory agencies and/or the
government and, as applicable, other PRPs at multiparty sites, the number
and financial viability of other PRPs and risks associated with litigation.
21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)
o We are exposed to the credit risk of our customers including risk of
insolvency and bankruptcy. Although we have programs in place to monitor
and mitigate the associated risk, there can be no assurance that such
programs will be effective in reducing our credit risks or risks associated
with potential bankruptcy of our customers.
o Our business, results of operations and financial condition could be
affected by significant pending and future litigation or claims adverse to
us. These could potentially include, but are not limited to the following:
products liability, contract, employment-related, labor relations, personal
or property damage or stockholder claims and claims arising from any injury
or damage to persons, property or the environment from hazardous substances
used, generated or disposed of in the conduct of our business (or that of a
predecessor, to the extent we are not indemnified for those liabilities).
o Our performance depends on our ability to attract and retain qualified
personnel. We cannot assure that we will be able to continue to attract or
retain qualified personnel.
o Our current loan agreement expires on March 1, 2004. We expect to enter
into a new loan agreement prior to this date. We cannot assure, however,
that we will be successful in securing a new loan agreement.
o Our bank loan agreement permits dividends to be paid on our Common Stock so
long as there is no default under that agreement. Subject to that
restriction and the provisions of Delaware law, our Board of Directors
currently intends to continue paying dividends. We cannot assure that we
will continue to do so since future dividends will depend on our earnings,
financial condition and other factors.
o Our overall profitability may not meet expectations if our product,
customer and geographic mix is substantially different than anticipated.
Our profit margins vary among products, customers and geographic markets.
Consequently, if our mix of any of these is substantially different from
what is anticipated in any particular period, our earnings could be lower
than expected.
o In spite of having a disaster recovery plan in place, infrastructure
failures could have a material adverse effect on our business. We are
highly dependent on our infrastructure in order to achieve our business
objectives. If we experience a problem that impairs our infrastructure,
such as a power outage, computer virus, intentional disruption of IT
systems by a third party, manufacturing failure or telephone system
failure, the resulting disruptions could impede C&D's ability to book or
process orders, manufacture and ship in a timely manner or otherwise carry
on its business in the ordinary course. Any such events could cause us to
lose significant customers or revenue and could require C&D to incur
significant expense to eliminate these problems and address related
security concerns.
The foregoing list of important factors is not all-inclusive, or necessarily in
order of importance.
22
Item 3. Quantitative and Qualitative Disclosure About Market Risk
We are exposed to various market risks. The primary financial risks include
fluctuations in interest rates and changes in currency exchange rates. We manage
these risks by using derivative instruments. We do not invest in derivative
securities for speculative purposes, but do enter into hedging arrangements in
order to reduce our exposure to fluctuations in interest rates as well as to
fluctuations in exchange rates. Our financial instruments subject to interest
rate risk consist of debt instruments and interest rate swap contracts. The debt
instruments are subject to variable rate interest, and therefore the market
value is not sensitive to interest rate movements. Interest rate swap contracts
are used to manage our exposure to fluctuations in interest rates on our
underlying variable rate debt instruments (see footnote number 8). Additional
disclosure regarding our various market risks are set forth in our fiscal 2003
Form 10-K filed with the Securities and Exchange Commission.
Item 4. Controls and Procedures
Disclosure Controls and Procedures:
C&D's management, with the participation of C&D's Chief Executive Officer
and Chief Financial Officer, has evaluated the effectiveness of C&D's disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of the end of the period covered by this
report. Based on such evaluation, C&D's Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of such period, C&D's
disclosure controls and procedures are effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed by C&D in the reports that it files or submits under the Exchange Act.
Internal Control over Financial Reporting:
There have not been any changes in C&D's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially affect, C&D's
internal control over financial reporting.
23
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
This item 4 is incorporated by reference to C&D's Quarterly Report on
Form 10-Q for the fiscal quarter ended April 30, 2003.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.1 Third Amendment dated June 18, 2003 to our Savings Plan (filed
herewith).
10.2 Employment Agreement dated July 28, 2003 between Stan Wreford and
C&D (filed herewith).
15. Letter from PricewaterhouseCoopers LLP, independent accountants
for C&D, regarding unaudited interim financial information (filed
herewith).
31.1 Certification of the President and Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
31.2 Certification of the Vice President Finance pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1 Certification of the President and Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
32.2 Certification of the Vice President Finance pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
(b) Reports on Form 8-K
1. On May 20, 2003, C&D furnished a report on Form 8-K relating to
its May 14, 2003 Press Release and its May 15, 2003 Conference
Call Script discussing the May 14, 2003 Press Release.
2. On May 27, 2003, C&D furnished a report on Form 8-K relating to
its May 27, 2003 Press Release.
24
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.
C&D TECHNOLOGIES, INC.
September 12, 2003 BY: /s/ Wade H. Roberts, Jr.
---------------------------------
Wade H. Roberts, Jr.
President, Chief Executive
Officer and Director
(Principal Executive Officer)
September 12, 2003 BY: /s/ Stephen E. Markert, Jr.
----------------------------------
Stephen E. Markert, Jr.
Vice President Finance
(Principal Financial and
Accounting Officer)
25
EXHIBIT INDEX
10.1 Third Amendment dated June 18, 2003 to our Savings Plan.
10.2 Employment Agreement dated July 28, 2003 between Stan Wreford and
C&D.
15. Letter from PricewaterhouseCoopers LLP, independent accountants
for C&D, regarding unaudited interim financial information.
31.1 Certification of the President and Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Vice President Finance pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the President and Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Vice President Finance pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
26