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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 October 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 November
28, 2003: 25,504,265
C&D TECHNOLOGIES, INC.
AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION Page No.
Item 1 - Financial Statements
Consolidated Balance Sheets -
October 31, 2003 and January 31, 2003................... 3
Consolidated Statements of Income - Three
and Nine Months Ended October 31, 2003 and 2002......... 5
Consolidated Statements of Cash Flows -
Nine Months Ended October 31, 2003 and 2002............. 6
Consolidated Statements of Comprehensive Income -
Three and Nine Months Ended October 31, 2003 and 2002... 7
Notes to Consolidated Financial Statements............... 8
Report of Independent Auditors........................... 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.................................. 24
Item 4 - Controls and Procedures............................. 24
PART II. OTHER INFORMATION...................................... 25
SIGNATURES...................................................... 26
EXHIBIT INDEX................................................... 27
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)
October 31, January 31,
2003 2003
---- ----
ASSETS
Current assets:
Cash and cash equivalents................... $ 7,248 $ 12,966
Accounts receivable, less allowance for
doubtful accounts of $1,588 and $1,906,
respectively........................... 52,167 44,890
Inventories................................. 44,861 47,905
Deferred income taxes....................... 8,035 8,234
Other current assets........................ 1,202 2,304
------- -------
Total current assets............. 113,513 116,299
Property, plant and equipment, net................ 108,796 112,158
Intangible and other assets, net.................. 39,913 38,724
Goodwill.......................................... 116,450 114,975
------- -------
Total assets..................... $378,672 $382,156
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt............................. $ 20,000 $ 14,062
Accounts payable............................ 21,430 21,841
Accrued liabilities......................... 23,787 18,961
Income taxes................................ 3,782 -
Other current liabilities................... 8,520 7,659
------- -------
Total current liabilities........ 77,519 62,523
Deferred income taxes ............................ 11,957 10,579
Long-term debt.................................... - 25,857
Other liabilities................................. 14,841 16,613
------- -------
Total liabilities................ 104,317 115,572
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)
October 31, January 31,
2003 2003
---- ----
Commitments and contingencies
Minority interest................................. 8,134 8,310
Stockholders' equity:
Common stock, $.01 par value, 75,000,000
shares authorized; 28,564,747 and
28,509,803 shares issued, respectively.. 286 285
Additional paid-in capital.................. 69,904 69,152
Treasury stock, at cost, 3,063,582 and
2,810,280 shares, respectively.......... (41,912) (38,409)
Accumulated other comprehensive income...... 2,029 881
Retained earnings........................... 235,914 226,365
------- -------
Total stockholders' equity....... 266,221 258,274
------- -------
Total liabilities and
stockholders' equity........... $378,672 $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 Nine months ended
October 31, October 31,
2003 2002 2003 2002
---- ---- ---- ----
Net sales............................ $84,870 $87,637 $243,602 $255,991
Cost of sales........................ 65,214 66,829 187,876 196,335
------ ------ ------- -------
Gross profit..................... 19,656 20,808 55,726 59,656
Selling, general and
administrative expenses.......... 10,097 8,955 29,791 26,808
Research and development
expenses......................... 2,358 2,461 7,104 7,355
------ ------ ------- -------
Operating income................. 7,201 9,392 18,831 25,493
Interest expense, net................ 254 974 1,002 2,980
Other expense, net................... 365 258 947 368
------ ------ ------- -------
Income before income taxes and
minority interest............. 6,582 8,160 16,882 22,145
Provision for income taxes........... 2,435 2,953 6,246 8,127
------ ------ ------- -------
Net income before minority
interest...................... 4,147 5,207 10,636 14,018
Minority interest.................... (56) 79 31 62
------ ------ ------- -------
Net income....................... $ 4,203 $ 5,128 $ 10,605 $ 13,956
====== ====== ======= =======
Net income per share - basic......... $ .16 $ .20 $ .41 $ .54
====== ====== ======= =======
Net income per share - diluted....... $ .16 $ .20 $ .41 $ .54
====== ====== ======= =======
Dividends per share.................. $.01375 $ - $ .04125 $ .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)
Nine months ended
October 31,
2003 2002
---- ----
Cash flows provided (used) by operating activities:
Net income........................................... $ 10,605 $ 13,956
Adjustments to reconcile net income to net
cash provided by operating activities:
Minority interest.............................. 31 62
Depreciation and amortization.................. 17,033 18,322
Deferred income taxes.......................... 1,577 480
Loss on disposal of assets..................... 59 386
Changes in:
Accounts receivable...................... (5,896) (2,761)
Inventories.............................. 3,332 11,613
Other current assets..................... (134) (225)
Accounts payable......................... (106) 4,948
Accrued liabilities...................... 2,072 (808)
Income taxes payable..................... 5,190 10,069
Other current liabilities................ 867 (427)
Other liabilities........................ (1,771) (919)
Other assets............................. 1,432 (3,892)
Other, net..................................... (1,119) (2,629)
------- -------
Net cash provided by operating activities................ 33,172 48,175
------- -------
Cash flows provided (used) by investing activities:
Acquisition of business.............................. (11,984) -
Acquisition of property, plant and equipment......... (2,792) (5,267)
Proceeds from disposal of property, plant
and equipment..................................... 64 648
------- -------
Net cash used by investing activities.................... (14,712) (4,619)
------- -------
Cash flows provided (used) by financing activities:
Repayment of debt.................................... (20,000) (34,611)
Financing cost of long-term debt..................... (75) (118)
Proceeds from issuance of common stock, net.......... 479 524
Purchase of treasury stock........................... (3,503) (8,393)
Payment of common stock dividends.................... (1,056) (1,426)
Payment of minority interest dividends............... (207) (94)
------- -------
Net cash used by financing activities.................... (24,362) (44,118)
------- -------
Effect of exchange rate changes on cash.................. 184 159
------- -------
Decrease in cash and cash equivalents.................... (5,718) (403)
Cash and cash equivalents at beginning
of period............................................. 12,966 8,781
------- -------
Cash and cash equivalents at end of period............... $ 7,248 $ 8,378
======= =======
SCHEDULE OF NON CASH INVESTING
AND FINANCIAL ACTIVITIES
Acquired business:
Estimated fair value of assets acquired............... $ 10,886 $ -
Identifiable intangible assets........................ 3,898 -
Cash paid............................................. (11,984) -
------- -------
Liabilities assumed................................... $ 2,800 -
======= =======
Decrease in property, plant, and
equipment acquisitions in accounts payable............ $ (371) $ (917)
======= =======
Fair market value of treasury stock
issued to pension plans................................. $ - $ 1,625
======= =======
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 Nine months ended
October 31, October 31,
2003 2002 2003 2002
---- ---- ---- ----
Net income............................................... $4,203 $5,128 $10,605 $13,956
Other comprehensive income (expense), net of tax:
Net unrealized gain (loss) on derivative instruments... 108 (121) 229 (188)
Foreign currency translation adjustments............... 1,629 92 919 2,988
----- ----- ------ ------
Total comprehensive income............................... $5,940 $5,099 $11,753 $16,756
===== ===== ====== ======
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
October 31, 2003 and the related consolidated statements of income and
comprehensive income for the three and nine month periods ended October 31, 2003
and 2002 and the related consolidated statements of cash flows for the
nine-month periods ended October 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:
October 31, January 31,
2003 2003
---- ----
Raw materials............................ $17,560 $17,833
Work-in-progress......................... 9,593 10,379
Finished goods........................... 17,708 19,693
------ ------
$44,861 $47,905
====== ======
4. INCOME TAXES
A reconciliation of the provision for income taxes from the statutory rate
to the effective rate is as follows:
Nine months ended
October 31,
2003 2002
---- ----
U.S. statutory income tax....................... 35.0% 35.0%
State tax, net of federal income tax benefit.... 1.2 1.7
Tax effect of foreign operations................ - (0.3)
Other........................................... 0.8 0.3
---- ----
37.0% 36.7%
==== ====
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 Nine months ended
October 31, October 31,
2003 2002 2003 2002
---- ---- ---- ----
Weighted average shares
of common stock
outstanding................................... 25,495,740 25,670,645 25,565,778 25,851,493
Assumed exercise of stock
options, net of shares
assumed reacquired............................ 261,032 128,409 157,729 218,644
---------- ---------- ---------- ----------
Weighted average common
shares - diluted.............................. 25,756,772 25,799,054 25,723,507 26,070,137
========== ========== ========== ==========
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 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
contaminants in amounts that exceed state groundwater standards, and the agency
has issued a Record of Decision for the soil remediation portion of this site. A
final remediation plan for the ground water portion has not yet been finalized
with or approved by the State of New York. In February 2000, C&D filed suit
against the prior owner of the site, Avnet, Inc., which is ultimately expected
to bear some, as yet undetermined, share of the costs associated with
remediation of contamination in place at the time the Company acquired the
property. The parties are attempting to resolve the matter through mediation,
failing which C&D intends to aggressively pursue all available legal remedies.
Should the parties fail to reach a mediated settlement, and unless an
alternative resolution can be achieved, NYSDEC may conduct the remediation and
seek recovery from the parties
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." As of October 31, 2003 accrued
environmental reserves totaled $2,242, consisting of $1,940 in other current
liabilities and $302 in other liabilities. 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 Dynasty Division manufactures and markets industrial batteries
primarily for the uninterruptible power supply ("UPS"), 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 Powercom Division manufactures and markets integrated reserve power
systems and components for the standby power market, which includes
telecommunications, UPS 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 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 nine months ended October 31, 2003 and 2002 is shown below:
Power Motive
Dynasty Powercom Electronics Power
Division Division Division Division Consolidated
-------- -------- ----------- -------- ------------
Three months ended October 31, 2003:
Net sales................................ $29,165 $30,910 $ 9,450 $15,345 $ 84,870
Operating income (loss).................. $ 4,676 $ 3,119 $ 401 $ (995) $ 7,201
Three months ended October 31, 2002:
Net sales................................ $23,460 $38,009 $12,265 $13,903 $ 87,637
Operating income (loss).................. $ 3,929 $ 6,340 $ 181 $(1,058) $ 9,392
Nine months ended October 31, 2003:
Net sales................................ $78,767 $96,124 $28,528 $40,183 $243,602
Operating income (loss).................. $12,149 $11,454 $ (584) $(4,188) $ 18,831
Nine months ended October 31, 2002:
Net sales................................ $67,570 $110,165 $37,601 $40,655 $255,991
Operating income (loss).................. $10,339 $ 17,650 $ 757 $(3,253) $ 25,493
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 October 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 10/31/03 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 (1,515) (1,832)
------- -------
$(1,515) $(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 $(1,256)
and $(258) as of October 31, 2003 and January 31, 2003. Changes in the fair
value of these currency forward contracts are recorded in other expense, 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 Nine months ended
October 31, October 31,
2003 2002 2003 2002
---- ---- ---- ----
Net income - as reported................................ $4,203 $5,128 $10,605 $13,956
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects............ 876 1,061 2,946 3,490
----- ----- ----- ------
Net income - pro forma.................................. $3,327 $4,067 $7,659 $10,466
===== ===== ===== ======
Net income per common share - basic - as reported....... 0.16 0.20 0.41 0.54
Net income per common share - basic - pro forma......... 0.13 0.16 0.30 0.40
Net income per common share - diluted - as reported..... 0.16 0.20 0.41 0.54
Net income per common share - diluted - pro forma....... 0.13 0.16 0.30 0.40
Weighted average fair value of options
granted during the period............................. * 6.14 7.79 9.30
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 Nine months ended
October 31, October 31,
2003 2002 2003 2002
---- ---- ---- ----
Risk free interest rate......................... * 4.42% 2.80% 4.42%
Expected dividend yield......................... * 0.27% 0.34% 0.27%
Expected volatility factor...................... * 0.477 0.537 0.477
Weighted average expected life.................. * 5.00 years 5.00 years 5.00 years
* There were no options granted during the third quarter of fiscal year 2004.
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 .............................. 3,909
Expenditures ......................................... (6,682)
------
Balance at October 31, 2003 .......................... $ 7,826
======
11. ACQUISITION
On September 25, 2003, the Company and its wholly owned Mexican subsidiary,
C&D Technologies Reynosa, S. de R.L. de C.V., acquired from Matsushita Battery
Industrial Corporation of America, and its Mexican subsidiary, Matsushita
Battery Industrial de Mexico, S.A. de C.V., a 240,000 square foot facility in
Reynosa, Mexico and the equipment in that facility historically used for the
manufacture of large, valve regulated lead acid batteries ("VRLA Batteries") for
standby power applications. In addition, the Company has entered into a
worldwide technology license agreement with Matsushita Battery Industrial Co.
Ltd. of Japan for selected patents and know-how relating to the manufacturing
technology for the aforementioned products. The cost of this acquisition,
including the technology agreement, was approximately $14,000, plus additional
acquisition related costs. The Company intends to use the facility for the
manufacture of batteries. The results of operations of this business are
included in the Company's consolidated financial statements from the date of
acquisition.
The Company funded the foregoing transaction with the Company's working
capital funds, and its existing credit agreement. Additionally, $2,800 of the
cost of the technology agreement is due in October 2004.
The preliminary allocation of the purchase price resulted in identifiable
intangible assets of $3,898, which are being amortized on a straight-line basis
over ten years. For reporting purposes, this acquisition is included in the
Powercom Division.
Pro forma amounts are not presented as the acquisition did not have any
material effect on the Company's results of operations or financial condition
due to the insignificant level of operations during the nine months ended
September 30, 2003 at the Reynosa facility.
12. Goodwill:
The Company follows SFAS No. 142, "Goodwill and Other Intangible Assets,"
which requires that goodwill be subject to an impairment test in the fourth
quarter of each year, or earlier if indicators of potential impairment exist,
using a fair-value-based approach. During the nine months ended October 31,
2003, no goodwill was acquired. Goodwill by operating segment was adjusted as
follows:
Power
Dynasty Powercom Electronics Total
Goodwill, January 31, 2003..... $58,131 $1,383 $55,461 $114,975
Effect of exchange rates
on goodwill................. 71 - 1,404 1,475
------ ----- ------ -------
Goodwill, October 31, 2003..... $58,202 $1,383 $56,865 $116,450
====== ===== ====== =======
15
REPORT OF INDEPENDENT AUDITORS
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 October 31, 2003,
and the related consolidated statements of income and comprehensive income for
each of the three-month and nine-month periods ended October 31, 2003 and 2002,
and the consolidated statements of cash flows for the nine-month periods ended
October 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
November 20, 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
"nine-month period", refer to the third quarter of fiscal 2004 and the nine
months ended October 31, 2003. All comparisons are with the corresponding
periods in the prior year, unless otherwise stated.
Net sales for the third quarter of fiscal 2004 decreased $2,767 or 3% to
$84,870 from $87,637 in the third quarter of fiscal 2003. This decrease resulted
from lower sales in the Powercom and Power Electronics divisions, partially
offset by higher sales in the Dynasty and Motive Power divisions. Sales by the
Powercom Division declined $7,099 during the quarter, or 19%, primarily due to a
decline in sales to the telecommunications market. Power Electronics divisional
sales decreased $2,815 in the three months ended October 31, 2003, or 23%, with
most of the reduction in DC to DC converters and custom power supplies. Sales of
the Dynasty Division increased $5,705 during the quarter, or 24%, primarily due
to continued increased demand for sealed products in the North American UPS
market. Dynasty UPS sales increased by $3,613. Sales in the Motive Power
Division increased $1,442 or 10% in the three months ended October 31, 2003.
This increase was primarily due to an increase in battery sales during the
quarter. Sales for the nine-month period decreased $12,389 or 5% to $243,602
from $255,991 in the nine months ended October 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 $14,041 or 13% during the nine-month period, primarily due to a
decline in sales to the telecommunications market. Power Electronics divisional
sales declined $9,073 or 24%, primarily due to a decline in DC to DC converter
sales. Sales of the Motive Power Division fell $472 or 1%. Dynasty Division
sales increased by $11,197 or 17%, primarily due to an increase in sales to the
UPS market.
Gross profit for the third quarter of fiscal 2004 decreased $1,152 or 6% to
$19,656 from $20,808 in the third quarter of the prior year, resulting in a
decrease in gross margin from 23.7% to 23.2%. Contributing to this decline was
approximately $1,500 in higher lead costs. Gross profit declined in the Powercom
Division due to lower sales volumes, coupled with higher material costs
(primarily lead) as a percentage of sales. Gross profit increased in the
Dynasty, Power Electronics and Motive Power divisions. The increases in the
Dynasty and Motive Power divisions were primarily the result of higher sales
volumes, partially offset by higher material costs (primarily lead) as a
percentage of sales. Additionally, in the comparable quarter of the prior year,
we experienced plant operational difficulties in the Motive Power Division,
which have since been corrected. Gross profit increased in the Power Electronics
Division on lower sales as a result of favorable product mix and an improved
cost position due to the recently completed move of considerable production from
Nogales, Mexico to Guangzhou, China. Gross profit for the nine months ended
October 31, 2003 declined $3,930 or 7% to $55,726 from $59,656, resulting in a
decrease in gross margin from 23.3% to 22.9%. Contributing to this decline was
approximately $1,500 (primarily in the third quarter) in higher lead costs.
Gross profit declined in the Powercom, Power Electronics and Motive Power
divisions primarily as a result of lower sales volumes, coupled with higher
material costs (primarily lead) in the Powercom and Motive Power divisions as a
percentage of sales. Material costs in the Power Electronics Division decreased
as a percentage of sales due to product mix. Gross profit in the Dynasty
Division increased, primarily as a result of higher sales volumes, partially
offset by higher material costs (primarily lead) as a percentage of sales.
17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share data)
Selling, general and administrative expenses for the third quarter of
fiscal 2004 increased $1,142 or 13%. This increase was primarily due to higher
payroll-related costs of $631 and warranty expense of $456, primarily related to
our Dynasty Division. For the nine-month period, selling, general and
administrative expenses increased $2,983 or 11%. This increase was primarily the
result of higher warranty expense of $1,401 (primarily related to our Dynasty
Division), higher payroll-related costs of $1,277, as well as an increase in
legal costs and other outside services. These increases were partially offset by
lower variable selling costs associated with the decreased sales volumes.
Research and development expenses in the third quarter of fiscal 2004
decreased $103 or 4%, 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 were 2.8% in the third quarter of fiscal 2004 and the third quarter of
fiscal 2003. For the nine-month period, research and development expenses
decreased $251 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 were 2.9% in each of the nine-month periods ended October
31, 2003 and 2002.
Operating income for the third quarter of fiscal 2004 decreased $2,191 or
23% to $7,201 from $9,392 in the comparable quarter of the prior fiscal year.
This decrease was the result of lower operating income generated by the Powercom
Division in the three months ended October 31, 2003, partially offset by higher
operating income in the Dynasty and Power Electronics divisions during the
quarter, and a lower operating loss in the Motive Power Division during the
three-month period. Operating income for the nine-month period decreased $6,622
or 26% to $18,831 from $25,493 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 nine months ended October 31, 2003, an operating
loss in the Power Electronics Division during the nine-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 nine months ended October 31,
2003, partially offset by higher operating income in the Dynasty Division during
the nine months ended October 31, 2003.
Interest expense, net, decreased $720 for the quarter and $1,978 for the
nine-month period, primarily due to lower average debt balances outstanding,
coupled with lower effective interest rates.
Income tax expense decreased $518 for the quarter and $1,881 for the
nine-month period as the result of lower income before income taxes, partially
offset by a higher effective tax rate. The effective tax rate consists of
statutory rates adjusted for the tax impact of foreign operations. The effective
tax rate was 37.0% for both the quarter and the nine-month period as compared to
36.2% and 36.7% in 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 nine-month
period, the joint venture had lower net income compared to the same period of
the prior fiscal year. For both those periods, net income was negatively
affected by higher warranty expense, partially offset by higher sales.
18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share data)
As a result of the above, for the third quarter of fiscal 2004, net income
decreased $925 or 18% to $4,203 or $0.16 per share - basic and $0.16 per share-
diluted. For the nine-month period, net income decreased $3,351 or 24% to
$10,605 or $0.41 per share - basic and $0.41 per share - diluted.
Future Outlook
We continue to focus on cost effective operations. Additionally, we were
encouraged by the modest sequential improvement in aggregate sales over the
second quarter, particularly as a result of stronger UPS sales in the Dynasty
Division.
The Power Electronics Division had its first operating profit since the
quarter ended October 31, 2002 driven by previously implemented cost reduction
initiatives, and modification to sales channels.
Although the Motive Power business continues to fall short of profit
expectations, sales were up and operating losses down during the quarter
compared with last year's third quarter and sequentially, compared with the
second quarter of this year.
Total Company backlog on October 31, 2003 was approximately $52,000, up
from the July 31, 2003 backlog of approximately $47,000.
As a result of the acquisition of the Reynosa, Mexico manufacturing
facility, we are analyzing cost rationalization opportunities across the
company.
All of the above result in our expectation that we will generate a fourth
quarter (which has historically been our weakest quarter) earnings per share,
comparable to the third quarter's 16 cents per share.
19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share data)
Liquidity and Capital Resources
Net cash provided by operating activities decreased $15,003 or 31% to
$33,172 for the nine-month period ended October 31, 2003 compared to $48,175 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 nine months ended October 31, 2003 versus the nine months ended October
31, 2002; (ii) an increase in accounts payable in the first nine months of
fiscal 2004 versus a decrease in the first nine months of fiscal 2003; (iii) a
smaller increase in income taxes payable in the nine-month period ended October
31, 2003 versus the comparable period of the prior fiscal year; (iv) lower net
income in the nine months ended October 31, 2003 versus the nine months ended
October 31, 2002; and (v) a larger increase in accounts receivable in the first
nine months of fiscal 2004 versus the first nine months of fiscal 2003. These
changes, resulting in lower net cash provided by operating activities, were
partially offset by an decrease in other long-term assets in the first nine
months of fiscal 2004 versus an increase in the first nine months of fiscal 2003
and an increase in accrued liabilities in the nine-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 increased $10,093 or 219% to $14,712
in the first nine months of fiscal 2004 compared to $4,619 in the first nine
months of fiscal 2003 primarily due to a use of cash in the amount of $11,984
for the acquisition of the Reynosa, Mexico facility. Capital spending, which was
$5,267 during the nine-month period ended October 31, 2002 declined to $2,792
during the nine-month period ended October 31, 2003.
Net cash used by financing activities decreased $19,756 or 45% to $24,362
in the nine months ended October 31, 2003 compared to $44,118 in the nine months
ended October 31, 2002. This decrease was primarily due to a smaller decrease in
long-term debt, coupled with lower expenditures for the purchase of treasury
stock.
On November 20, 2003 the Company refinanced its existing five-year credit
facility, which was due to expire on March 1, 2004. The refinancing was arranged
by Bank of America and includes nine other lenders. The new agreement is a
$100,000 revolving credit facility, which has a termination date of November 20,
2006. The interest rates are determined by the Company's leverage ratio and are
available at LIBOR plus 1.00% to LIBOR plus 2.00% or Prime, to Prime plus .50%.
Based on the Company's current leverage, the loans under the revolving credit
facility are priced at LIBOR plus 1.00%. The agreement requires the Company to
pay a fee of .25% to .50% per annum on any unused portion of the revolver. The
revolving credit facility includes a letter of credit facility not to exceed
$15,000 and swingline loans not to exceed $10,000.
The credit agreement contains restrictive covenants that require the
Company to maintain minimum ratios such as fixed charge coverage and leverage
ratios as well as minimum consolidated net worth. These covenants permit the
Company to pay dividends so long as there are no defaults under these credit
agreements. We were in compliance with our loan agreement covenants at October
31, 2003. The availability under this agreement is expected to be sufficient to
meet our ongoing cash needs for working capital requirements, debt service,
capital expenditures and possible strategic acquisitions. 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 $5,000 for similar purposes.
We intend to continue making prudent purchases of our Company stock and
selectively pursuing complementary accretive acquisitions. Strategic acquisition
opportunities will be expected to enhance C&D's long-term competitive position
and may require external financing. We cannot assure, however, that we will
close on any such acquisitions.
The local Chinese government has notified our Shanghai C&D Battery Co. Ltd,
that it will be required to relocate its Shanghai plant to permit the Pudong
authorities to develop the region into a cultural center. Negotiations are
ongoing regarding 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; however,
this location may not be suitable. We are reviewing our options for other
properties. This relocation is not expected to have a material adverse effect on
our financial condition or results of operations.
20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(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 (including the United States) could
affect our business 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.
21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share data)
o Our ability to grow earnings could be affected by increases in the costs of
raw materials, particularly lead, the primary constituent of our battery
products, or other product parts or components. We may not be able to fully
offset the effects of higher costs of raw material through price increases
or productivity improvements. A significant increase in the price of one or
more raw materials, parts or components could have a material adverse
effect on our operations.
o Our ability to meet customer demand depends, in part, on our ability to
obtain timely and adequate supply and delivery of raw materials, including
lead, which is the primary constituent of our battery products or other
parts and components from our suppliers and internal manufacturing
capacity. Although we work closely with both our internal and external
suppliers (and, as to the continuing availability of lead, our industry
associations) to avoid encountering unavailability or shortages, there can
be no assurance that we will not encounter them in the future. The
cessation, reduction or interruption of supply of raw materials (including
lead), parts or 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: introduce viable new products;
successfully complete research and development projects or integrate
purchased or licensed technology; 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 reorganizations 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.
22
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(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 risks, 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 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 products,
customers or geographic mix are 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 anticipated.
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 systems 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 information technology 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 our business
in the ordinary course. Any such events could cause C&D 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.
23
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.
24
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.1 Amended and Restated Credit Agreement dated as of November 20,
2003 among C&D Technologies, Inc. as the borrower, the
Subsidiaries of the Borrower identified herein as the Guarantors,
Bank of America, N.A., as Administrative Agent, Swing Line Lender
and L/C Issuer, JP Morgan Chase Bank as Co-Agent, and the other
Lenders Party Hereto arranged by Banc of America Securities LLC,
as Sole Lead Arranger and Sole Book Manager (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 August 28, 2003, C&D furnished a report on Form 8-K, Item 12
relating to its August 28,2003 Press Release.
2. On September 9, 2003, C&D filed a report on Form 8-K, Item 5
relating to its September 9, 2003 Press Release.
3. On September 25, 2003, C&D filed a report on Form 8-K, Item 5
relating to its September 25, 2003 Press Release.
4. On October 10, 2003, C&D filed a report on Form 8-K, Item 2
relating to its acquisition of a 240,000 square foot facility in
Reynosa, Mexico.
25
SIGNATURES
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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.
December 12, 2003 BY: /s/ Wade H. Roberts, Jr.
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Wade H. Roberts, Jr.
President, Chief Executive
Officer and Director
(Principal Executive Officer)
December 12, 2003 BY: /s/ Stephen E. Markert, Jr.
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Stephen E. Markert, Jr.
Vice President Finance
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
10.1 Amended and Restated Credit Agreement dated as of November 20,
2003 among C&D Technologies, Inc. as the borrower, the
Subsidiaries of the Borrower identified herein as the Guarantors,
Bank of America, N.A., as Administrative Agent, Swing Line Lender
and L/C Issuer, JP Morgan Chase Bank as Co-Agent, and the other
Lenders Party Hereto arranged by Banc of America Securities LLC,
as Sole Lead Arranger and Sole Book Manager.
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.
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