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, 1999
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)
_____________________________________
(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_____
Number of shares of the Registrant's Common Stock outstanding on December 6,
1999: 12,982,451
<PAGE>
C&D TECHNOLOGIES, INC.
AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION Page No.
Item 1 - Financial Statements
Consolidated Balance Sheets -
October 31, 1999 and January 31, 1999.................. 3
Consolidated Statements of Income -
Three and Nine Months Ended October 31, 1999 and 1998.. 5
Consolidated Statements of Cash Flows -
Nine Months Ended October 31, 1999 and 1998............ 6
Consolidated Statements of Comprehensive Income
Three and Nine Months Ended October 31, 1999 and 1998.. 8
Notes to Consolidated Financial Statements.............. 9
Report of Independent Accountants....................... 18
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations....... 19
PART II. OTHER INFORMATION .................................... 27
SIGNATURES .................................................... 28
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1 - Financial Statements
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
October 31, January 31,
1999 1999
---- ----
ASSETS
Current assets:
Cash and cash equivalents................. $ 6,390 $ 5,003
Accounts receivable, less allowance for
doubtful accounts of $2,207 and
$1,635, respectively................. 82,048 44,232
Inventories............................... 61,357 49,855
Deferred income taxes..................... 7,186 7,305
Other current assets...................... 3,353 2,318
------- -------
Total current assets........... 160,334 108,713
Property, plant and equipment, net.............. 101,837 62,388
Intangible and other assets, net................ 24,419 4,393
Goodwill, net................................... 73,850 10,148
------- -------
Total assets................... $360,440 $185,642
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt........................... $ 20,908 $ 532
Accounts payable.......................... 36,790 23,997
Accrued liabilities....................... 28,371 17,714
Other current liabilities................. 4,468 2,782
------- -------
Total current liabilities...... 90,537 45,025
Deferred income taxes........................... 3,458 2,887
Long-term debt.................................. 93,821 1,750
Other liabilities............................... 17,468 12,442
------- -------
Total liabilities.............. 205,284 62,104
------- -------
The accompanying notes are an integral part of these statements.
3
<PAGE>
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(Dollars in thousands)
(Unaudited)
October 31, January 31,
1999 1999
---- ----
Commitments and contingencies
Minority interest ................................ 4,453 -
Stockholders' equity:
Common stock, $.01 par value, 75,000,000
shares authorized; 13,821,345 and
13,368,719 shares issued,
respectively ........................... 138 134
Additional paid-in capital.................. 51,076 43,429
Treasury stock, at cost, 905,102 shares .... (10,819) (10,819)
Accumulated other comprehensive loss........ (188) (169)
Retained earnings........................... 110,496 90,963
------- -------
Total stockholders' equity....... 150,703 123,538
------- -------
Total liabilities and
stockholders' equity........... $360,440 $185,642
======= =======
The accompanying notes are an integral part of these statements.
4
<PAGE>
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Three months ended Nine months ended
October 31, October 31,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales............................ $126,843 $81,598 $338,273 $240,580
Cost of sales........................ 93,571 57,743 248,769 174,298
------- ------ ------- -------
Gross profit..................... 33,272 23,855 89,504 66,282
Selling, general and
administrative expenses.......... 15,156 11,286 43,975 30,921
Research and development
expenses......................... 2,232 2,071 6,718 6,132
------- ------ ------- -------
Operating income................. 15,884 10,498 38,811 29,229
Interest expense, net................ 2,411 14 5,786 90
Other (income) expense, net.......... (208) 47 - 189
------- ------ ------- -------
Income before income taxes and
minority interest .......... 13,681 10,437 33,025 28,950
Provision for income taxes........... 5,189 3,665 12,153 10,422
------- ------ ------- -------
Net income before minority
interest ................... $ 8,492 $ 6,772 $ 20,872 $ 18,528
Minority interest ................... 286 - 286 -
------- ------ ------- -------
Net income ...................... $ 8,206 $ 6,772 $ 20,586 $ 18,528
======= ====== ======= =======
Net income per common share ......... $ 0.64 $ 0.55 $ 1.62 $ 1.50
======= ====== ======= =======
Net income per common share -
assuming dilution ............... $ 0.63 $ 0.53 $ 1.59 $ 1.45
======= ====== ======= =======
Dividends per share ................. $ .0275 $ .0275 $ .0825 $ .0550
======= ====== ======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Nine months ended
October 31,
1999 1998
---- ----
Cash flows provided (used) by operating activities:
Net income ..................................... $ 20,586 $ 18,528
Adjustments to reconcile net income to net
cash provided by operating activities:
Minority interest ........................ 286 -
Depreciation and amortization............. 16,207 8,862
Deferred income taxes..................... 690 168
Loss on disposal of assets................ 646 163
Changes in:
Accounts receivable................. (16,994) (4,511)
Inventories......................... 1,388 (8,525)
Other current assets................ 429 (493)
Accounts payable.................... 5,226 192
Accrued liabilities................. 6,312 2,123
Income taxes........................ 1,848 (1,404)
Other current liabilities........... 886 (272)
Other liabilities................... 3,052 1,677
Other, net................................ 305 336
-------- --------
Net cash provided by operating activities........... 40,867 16,844
-------- --------
Cash flows provided (used) by investing activities:
Acquisition of business, net ................... (134,829) -
Acquisition of property, plant and equipment.... (10,762) (11,813)
Proceeds from disposal of property, plant
and equipment................................ 25 69
-------- --------
Net cash used by investing activities............... (145,566) (11,744)
-------- --------
Cash flows provided (used) by financing activities:
Repayment of debt............................... (7,913) (6,374)
Proceeds from new borrowings ................... 113,499 -
Financing costs of long-term debt .............. (2,749) -
Repayment of note receivable from stockholder... - 1,057
Proceeds from issuance of common stock, net..... 4,586 382
Payment of common stock dividends............... (1,396) (848)
-------- --------
The accompanying notes are an integral part of these statements.
6
<PAGE>
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Dollars in thousands)
(Unaudited)
Nine months ended
October 31,
1999 1998
---- ----
Net cash provided (used)
by financing activities........................ 106,027 (5,783)
-------- --------
Effect of exchange rate changes on cash........... 59 6
-------- --------
Increase (decrease) in cash
and cash equivalents........................... 1,387 (677)
Cash and cash equivalents at beginning
of period...................................... 5,003 1,167
-------- --------
Cash and cash equivalents at end of period........ $ 6,390 $ 490
======== ========
SCHEDULE OF NONCASH INVESTING AND
FINANCIAL ACTIVITIES
Acquired business
Estimated fair value of tangible
assets acquired ............................ $ 79,404 $ -
Goodwill ..................................... 66,142 -
Identifiable intangible assets................ 17,840 -
Cash paid, net of cash acquired .............. (134,829) -
-------- --------
Liabilities assumed .......................... $ 28,557 $ -
======== ========
The accompanying notes are an integral part of these statements.
7
<PAGE>
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited) (Unaudited)
Three months ended Nine months ended
October 31, October 31,
1999 1998 1999 1998
---- ---- ---- ----
Net income .......................... $8,206 $6,772 $20,586 $18,528
Other comprehensive income (loss),
net of tax:
Foreign currency
translation adjustments ...... 208 147 (19) 180
----- ----- ------ ------
Total comprehensive income........... $8,414 $6,919 $20,567 $18,708
===== ===== ====== ======
The accompanying notes are an integral part of these statements.
8
<PAGE>
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 Shareholders for the
fiscal year ended January 31, 1999. The January 31, 1999 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, 1999 and the consolidated statements of income for the three and
nine months ended October 31, 1999 and 1998 and the consolidated statements of
cash flows for the nine months ended October 31, 1999 and 1998 and the
consolidated statements of comprehensive income for the three and nine months
ended October 31, 1999 and 1998. However, interim results of operations
necessarily involve more estimates than annual results and may not be indicative
of results for the full fiscal year.
2. ACQUISITION
Effective March 1, 1999, the Company acquired substantially all of the
assets of the Specialty Battery Division of Johnson Controls, Inc. ("JCI"),
(subsequently re-named the Dynasty Division by the Company) including, without
limitation, certain assets of Johnson Controls Technology Company, a wholly
owned subsidiary of JCI, and 100% of the ordinary shares of Johnson Controls
Battery (U.K.) Limited, an indirect wholly owned subsidiary of JCI. In
consideration of the assets acquired, the Company paid approximately $120,000
plus additional acquisition related costs, subject to certain adjustments as set
forth in the purchase agreement. In addition, the Company assumed certain
liabilities of the seller. The Specialty Battery Division was engaged in the
business of designing, manufacturing, marketing and distributing industrial
batteries. The Company has continued using the assets acquired in such business.
The source of the funds for the acquisition was advances under a new credit
agreement consisting of a term loan in the amount of $100,000 and a revolving
loan not to exceed $120,000 which includes a letter of credit facility not to
exceed $30,000 and swingline loans not to exceed $10,000.
On August 2, 1999 the Company completed the acquisition of the 67
percent-owned joint venture interest of a battery business based in Shanghai,
China from JCI for $15,000 in cash. The joint venture manufactures, markets and
distributes both industrial and starting, lighting and ignition batteries, the
latter products for the Chinese market only. The Company has continued the joint
venture operations in such business. The cash portion of the acquisition was
financed by the Company's revolving credit facility.
The Dynasty acquisition has been accounted for using the purchase method of
accounting. The allocation of the purchase price was prepared on a preliminary
basis pending completion of the valuation.
9
<PAGE>
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
2. ACQUISITION (continued)
The following unaudited pro forma financial information combines the
consolidated results of operations as if the acquisition of the Specialty
Battery Division (including the interest in the joint venture in Shanghai, China
which was completed on August 2, 1999) had occurred as of the beginning of the
periods presented. Pro forma adjustments include only the effects of events
directly attributed to a transaction that are factually supportable and expected
to have a continuing impact. The pro forma adjustments contained in the table
below include amortization of intangibles and goodwill, depreciation adjustments
due to the write up of property, plant and equipment to estimated fair market
value, amortization of deferred debt costs and interest expense on the
acquisition debt and working capital management fees which will not continue and
the related income tax effects.
Nine months
ended October 31,
1999 1998
---- ----
Net sales ......................... $353,369 $313,307
Net income ........................ $ 20,453 $ 13,109
Net income per common share ....... $ 1.61 $ 1.06
Net income per common share -
assuming dilution ............ $ 1.58 $ 1.02
The pro forma financial information does not necessarily reflect the
operating results that would have occurred had the acquisition been consummated
as of the above dates, nor is such information indicative of future operating
results. In addition, the pro forma financial results contain estimates since
the acquired business did not maintain information on a period comparable with
the Company's fiscal year-end.
3. INVENTORIES
Inventories consisted of the following:
October 31, January 31,
1999 1999
---- ----
Raw materials ........................... $25,297 $20,013
Work-in-progress ........................ 14,662 10,785
Finished goods .......................... 21,398 19,057
------ ------
$61,357 $49,855
====== ======
10
<PAGE>
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
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,
1999 1998
---- ----
U.S. statutory income tax ...................... 35.0% 35.0%
State tax, net of federal income tax benefit.... 2.9 3.1
Foreign sales corporation ...................... (0.4) (0.9)
Tax effect of foreign operations ............... (0.4) (0.5)
Research and development credit and
reduction of taxes provided in prior years... (0.6) (0.7)
Other........................................... 0.3 -
---- ----
36.8% 36.0%
==== ====
5. NET INCOME PER COMMON SHARE
Net income per common share for the three and nine months ended October 31,
1999 and 1998 is based on the weighted average number of shares of Common Stock
outstanding. Net income per common share - assuming dilution reflects the
potential dilution that could occur if stock options were exercised.
<TABLE>
<CAPTION>
Three months ended Nine months ended
October 31, October 31,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income (A)................. $8,206 $6,772 $20,586 $18,528
Weighted average shares
of common stock
outstanding (B)............. 12,858,788 12,354,732 12,693,403 12,343,820
Assumed conversion of stock
options, net of shares
assumed reacquired.......... 255,657 426,163 289,875 473,767
------- ------- ------- -------
Weighted average common
shares - assuming
dilution (C)................ 13,114,445 12,780,895 12,983,278 12,817,587
Net income per common
share (A/B)................. $0.64 $0.55 $1.62 $1.50
Net income per common
share - assuming
dilution (A/C).............. $0.63 $0.53 $1.59 $1.45
</TABLE>
11
<PAGE>
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
6. CONTINGENT LIABILITIES
With regard to the following contingent liabilities there have been no
material changes since January 31, 1999.
Because the Company uses lead and other hazardous substances in its
manufacturing processes, it is subject to numerous international, federal, state
and local laws and regulations that are designed to protect the environment and
employee health and safety.
These laws and regulations include requirements relating to the handling,
storage, use and disposal of hazardous materials and solid wastes, recordkeeping
and periodic reporting to governmental entities regarding the use of hazardous
substances and disposal of hazardous wastes, monitoring and permitting of air
and water emissions and monitoring and protecting workers from exposure to
hazardous substances, including lead used in the Company's manufacturing
processes. In the opinion of the Company, the Company complies in all material
respects with these laws and regulations.
Notwithstanding such compliance, if damage to persons or the environment
has been or is caused by 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
the damage and be required to pay the cost of investigating and remedying the
same, and the amount of any such liability could be material to the results of
operations or financial condition. However, under the terms of the purchase
agreement with Allied Corporation ("Allied") for the Acquisition of the Company
(the "Acquisition Agreement"), Allied is 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.
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 several 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. As of January 16, 1989, the Company entered into an
agreement with other potentially responsible parties ("PRPs") relating to
remediation of a portion of one of the Third Party Facilities, the former NL
Industries ("NL") facility in Pedricktown, New Jersey (the "NL Site"), which
agreement provided for their joint funding on a proportionate basis of certain
remedial investigation and feasibility study activities with respect to that
site.
12
<PAGE>
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
6. CONTINGENT LIABILITIES (continued)
In fiscal 1993 in accordance with an EPA order, a group comprised of the
Company and 30 other parties commenced work on the cleanup of a portion of the
NL Site based on a specified remedial approach which was completed during fiscal
1999. The Company did not incur costs in excess of the amount previously
reserved.
With regard to the remainder of the NL Site, the EPA is pursuing
negotiations with NL and the other PRPs, including the Company, regarding the
conduct and funding of the remedial work plan. The EPA has proposed a cost
allocation plan, however, the allocation percentages between parties and the
basis for allocation of cost are not defined in the plan or elsewhere.
Therefore, a reliable range of the potential cost to the Company of this phase
of the clean-up cannot currently be determined. Accordingly, the Company has not
established any reserve for this potential exposure.
The remedial investigation and feasibility study at a second Third Party
Facility, the former Tonolli Incorporated facility at Nesquehoning, Pennsylvania
(the "Tonolli Site"), was completed in fiscal 1993. The Company and the PRPs
initiated remedial action at the site in fiscal 1999 and the majority of the
action has been completed. Based on the estimated cost of the remedial approach
selected by the EPA, the Company believes that the potential cost of remedial
action at the Tonolli Site is likely to range between $16,000 and $17,000. The
Company's allocable share of this cost has not been finally determined, and will
depend on such variables as the financial capability of various other PRPs to
fund their respective allocable shares of the remedial cost. Based on currently
available information, however, the Company believes that its most likely
exposure with respect to the Tonolli Site will be the approximately $579
previously reserved, the majority of which is expected to be paid during fiscal
2000. The Company expects to recover a portion of its monetary obligations for
the remediation of the Tonolli site through litigation against third parties and
recalcitrant PRPs.
The Company has responded to requests for information from the EPA or state
environmental agencies with regard to four other Third Party Facilities, one in
September 1991, one (the "Chicago Site") in October 1991, one (the "ILCO Site")
in October 1993, and the fourth (the "M&J Site") in March 1999. Of the four
sites, the Company has been identified as a PRP at the ILCO, Chicago, and M&J
Sites only.
On October 31, 1995 the Company received confirmation from the EPA that it
was a de minimis PRP at the ILCO Site. In May 1998, the ILCO site was resolved
with a payment of an immaterial amount which was less than the amount previously
reserved.
Based on currently available information, the Company believes that the
potential cost of the remediation at the Chicago Site is likely to range between
$8,000 and $10,500 (based on the preliminary estimated costs of the remediation
approach negotiated with the EPA). Sufficient information is not available to
13
<PAGE>
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
6. CONTINGENT LIABILITIES (continued)
determine the Company's allocable share of this cost. Based on currently
available information, however, the Company believes that its most likely
exposure with respect to the Chicago Site will be the approximately $283
previously reserved, the majority of which is expected to be paid over the next
two to five years.
Sufficient information is not yet available for the M&J site to estimate
the Company's allocable share of liability. However, based on the information
currently available, the Company's liability exposure at this site appears to be
limited and is not expected to have a material adverse effect on the Company.
Allied has accepted responsibility under the Acquisition Agreement for
potential liabilities relating to all Third Party Facilities other than the
aforementioned Sites.
The Company is also aware of the existence of potential contamination at
two of its properties which may require expenditures for further investigation
and remediation. At the Company's Huguenot, New York facility, fluoride
contamination in an inactive lagoon exceeding the state's groundwater standards,
which existed prior to the Company's acquisition of the site, has resulted in
the site being listed on the registry of inactive hazardous waste disposal sites
maintained by the New York State Department of Environmental Conservation. The
prior owner of the site ultimately may bear some, as yet undetermined, share of
the costs associated therewith.
The Company's Conyers, Georgia facility is listed on the Georgia State
Hazardous Sites Inventory. Soil at the site, which was likely contaminated from
a leaking underground acid neutralization tank and possibly storm water runoff,
has been excavated and disposed. A hydrogeologic study was undertaken to assess
the impact to groundwater. That study did not reveal any groundwater impact, and
assessment and remediation of off-site contamination has been completed and the
full remediation report was submitted to the state on February 22, 1999. The
state environmental agency may request further information and additional
investigation or remediation may be necessary before the site may be removed
from its Hazardous Sites Inventory.
The Company, together with JCI, is conducting an assessment and remediation
of contamination at the Dynasty Division facility in Milwaukee, Wisconsin. The
majority of this project is expected to be completed by the end of fiscal 2001.
Under the purchase agreement with JCI, the Company is responsible for (i)
one-half of the cost of the assessment and remediation, with a cap of $1,750,
(ii) any environmental liabilities at the facility which are not remediated as
part of the current project and (iii) environmental liabilities for claims made
after the fifth anniversary of the closing that arise from migration from a
pre-closing condition at the facility to locations other than the facility, but
specifically excluding liabilities relating to pre-closing offsite disposal. JCI
has retained all other environmental liabilities.
Based on currently available information, management of the Company
believes that the foregoing will not have a material adverse effect on Company's
business, financial condition or results of operations.
14
<PAGE>
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
7. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes new
procedures for accounting for derivatives and hedging activities and supersedes
and amends a number of existing standards. In June 1999, the FASB issued SFAS
No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133." SFAS No. 137 amends
SFAS No. 133 by delaying its effective date by one year to fiscal years
beginning after June 15, 2000. The Company currently uses derivatives such as
interest rate swap agreements, currency swaps and currency forwards to
effectively fix the interest rate on a portion of the Company's floating rate
debt and the exchange rate on a portion of the Company's foreign assets,
liabilities and cash flows. Under current accounting standards, no gain or loss
is recognized on changes in the fair value of these derivatives. Under these
statements, gains or losses will be recognized based on changes in the fair
value of the derivatives which generally occur as a result of changes in
interest rates and foreign currency exchange rates. The Company is currently
evaluating the financial impact of adoption of these statements. The Company
believes that the adoption of these statements will not have a material effect
on its financial position or results of operations.
8. RESTRUCTURING CHARGE
During the first quarter of fiscal 2000, the Company recorded a pre-tax
charge of $1,627, or $.08 per share after tax, primarily relating to the
restructuring of the Power Electronics Division. $1,251 of this pre-tax charge
is included in selling, general and administrative expenses with the remaining
$376 included in cost of sales in the accompanying consolidated statement of
income for the nine months ended October 31, 1999. The restructuring charge
consists of estimated costs to close the Company's Costa Mesa, California power
supply production facility as well as contractual severance liabilities
associated with the non-renewal of the employment contracts of two of the
Company's former officers. With respect to the closing of the Costa Mesa,
California production facility, the Company implemented a restructuring plan
that consisted of transferring production to its existing facilities in Tucson,
Arizona and Nogales, Mexico. Major actions of the restructuring plan consisted
of: (a) disposition of inventory; (b) write-off of impaired property, plant and
equipment that was not transferred to other facilities; and (c) termination of
the Costa Mesa, California work force. Details of the restructuring charge are
as follows:
Cash Non-Cash Balance at
Provision Reductions Activity October 31, 1999
--------- ---------- -------- ----------------
Write-off of inventory $ 376 - $(376) -
Write-down of property,
plant and equipment 355 - (355) -
Employee severance 741 $(384) - $357
Other 155 (136) - 19
----- ---- ---- ---
Total $1,627 $(520) $(731) $376
===== ==== ==== ===
15
<PAGE>
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
8. RESTRUCTURING CHARGE (continued)
The $376 inventory write-off was determined based upon identification of
inventory associated with discontinued products. This inventory was disposed of
during the second quarter of fiscal 2000. The $355 write-down of impaired
property, plant and equipment was determined based upon the estimated cost to
completely write-down the net book value of assets not transferred to other
facilities. The Company completed the disposition of the impaired property,
plant and equipment during the third quarter of fiscal 2000. Employee severance
of $741 was charged to selling, general and administrative expenses and provided
for a reduction of approximately 50 employees, consisting of production and
administrative employees related to the Costa Mesa, California facility, and two
former officers of the Company. All employee terminations were completed by the
end of the third quarter of fiscal 2000, with payments being made in accordance
with contractual agreements through fiscal 2001.
9. 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 broadband
cable markets.
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,
original equipment manufacturers ("OEMs").
The Power Electronics Division manufactures and markets custom, standard
and modified standard electronic power supply systems including DC to DC
converters, for large OEMs of telecommunications equipment, office products,
computers and workstations. The Power Electronics Division also manufactures
cellular phone battery chargers.
16
<PAGE>
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
Summarized financial information related to the Company's business segments
for the three and nine months ended October 31, 1999 and 1998 is shown below:
<TABLE>
<CAPTION>
Motive Power
Powercom Dynasty Power Electronics
Division Division Division Division Consolidated
-------- -------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Three months ended October 31, 1999:
Net sales ................................. $58,118 $32,739 $19,735 $16,251 $126,843
Operating income (loss).................... $10,461 $5,500 $512 $(589) $15,884
Three months ended October 31, 1998:
Net sales ................................. $48,023 $ - $18,620 $14,955 $81,598
Operating income .......................... $8,789 $ - $1,329 $380 $10,498
Nine months ended October 31, 1999:
Net sales.................................. $161,846 $75,933 $56,224 $44,270 $338,273
Operating income (loss).................... $28,248 $12,336 $1,544 $(3,317) $38,811
Nine months ended October 31, 1998:
Net sales.................................. $131,892 $ - $54,100 $54,588 $240,580
Operating income........................... $21,391 $ - $3,778 $4,060 $29,229
</TABLE>
17
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of Directors of
C&D TECHNOLOGIES, INC.
We have reviewed the accompanying consolidated balance sheet of C&D
TECHNOLOGIES, INC. and Subsidiaries ("the Company") as of October 31, 1999 and
the related consolidated statements of income and comprehensive income for each
of the three and nine-month periods ended October 31, 1999 and 1998, and the
related consolidated statements of cash flows for the nine-month periods ended
October 31, 1999 and 1998. These 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 to financial
data 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 generally accepted accounting principles.
We previously audited in accordance with generally accepted auditing standards
the consolidated balance sheet as of January 31, 1999 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 8, 1999 we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying consolidated balance sheet as of January 31, 1999, is fairly
presented in all material respects in relation to the consolidated balance sheet
from which it has been derived.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 22, 1999
18
<PAGE>
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 2000 and the nine
months ended October 31, 1999, respectively. All comparisons are with the
corresponding periods in the previous year, unless otherwise stated.
Effective March 1, 1999, C&D TECHNOLOGIES, INC. (together with its
operating subsidiaries, "we", "our" or "C&D") purchased substantially all of the
assets of the Specialty Battery Division of Johnson Controls, Inc. ("JCI"),
(subsequently re-named the Dynasty Division by C&D), a designer, manufacturer,
marketer and distributor of industrial batteries based in Milwaukee, Wisconsin.
These assets included certain assets of Johnson Controls Technology Company, a
wholly owned subsidiary of JCI and all of the ordinary shares of Johnson
Controls Battery (U.K.) Limited, an indirect wholly owned subsidiary of Johnson
Controls (U.K.) Limited. In addition, on August 2, 1999 we completed the
acquisition of the 67 percent-owned joint venture interest of a battery business
based in Shanghai, China from JCI. The joint venture, which is considered as
part of the Dynasty Division for reporting purposes, manufactures, markets and
distributes industrial and starting, lighting and ignition batteries, the latter
products for the Chinese market only.
Net sales increased $45,245 or 55 percent for the quarter and $97,693 or 41
percent for the nine-month period. The increase in sales during the quarter was
primarily the result of $32,739 of sales recorded by the Dynasty Division
(including the sales of the joint venture in China), coupled with higher
Powercom Divisional sales which increased $10,095 or 21 percent, mainly due to
higher sales to the telecommunications market. Higher sales by the Power
Electronics Division, up $1,296 or nine percent, and Motive Power Division, up
$1,115 or six percent, also contributed to the sales increase in the quarter.
The increase in sales by the Power Electronics Division during the quarter was
the result of higher DC to DC converter sales, partially offset by lower sales
of custom power supplies. The increase in net sales for the nine-month period
was primarily the result of $75,933 of sales recorded by the Dynasty Division
(including the sales of the joint venture in China), coupled with higher sales
by the Powercom and Motive Power Divisions, partially offset by lower Power
Electronics Divisional sales. Sales by the Powercom Division increased $29,954
or 23 percent during the nine-month period primarily due to higher sales to the
telecommunications market. Motive Power Divisional sales for the nine-month
period increased $2,124 or four percent. The decrease in Power Electronics
Divisional sales of $10,318 or 19 percent during the nine-month period was due
to lower sales of custom power supplies and cellular phone battery chargers,
partially offset by higher DC to DC converter sales.
19
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)
Gross profit for the quarter increased $9,417 or 39 percent to $33,272 from
$23,855 in the third quarter of fiscal 1999. The increase in gross profit during
the quarter was primarily due to the gross profit generated by the Dynasty
Division (including gross profits of the joint venture in China), as well as
increased gross profits related to the higher sales volume provided by the
Powercom Division. These increases in gross profits were partially offset by
lower gross profits from the Power Electronics Division, mainly as a result of
product mix and manufacturing inefficiencies during the quarter, coupled with
lower gross profits from the Motive Power Division, also as a result of
manufacturing inefficiencies. Consolidated gross margin decreased from 29.2
percent in the third quarter of fiscal 1999 to 26.2 percent in the third quarter
of the current year primarily as a result of lower gross margins obtained by the
Power Electronics and Motive Power Divisions. Gross profit for the nine-month
period increased $23,222 or 35 percent to $89,504 from $66,282 in the first nine
months of the prior year. There was a slight decline in gross margin from 27.6
percent in the first nine months of fiscal 1999 to 26.5 percent for the
comparable period of the current year. The increase in gross profit during the
nine-month period was primarily due to the gross profit generated by the Dynasty
Division (including gross profits of the joint venture in China), as well as
increased gross profits related to the higher sales volume provided by the
Powercom Division, partially offset by lower gross profits from the Power
Electronics Division. Motive Power gross profit for the nine-month period
decreased slightly. The decrease in the gross profit of the Power Electronics
Division during the nine-month period was mainly due to lower sales volume and
changes in product mix. During the first quarter of fiscal 2000, we incurred a
$1,627 pre-tax charge (or eight cents per share after-tax), primarily related to
the restructuring of the Power Electronics Division (see "Restructuring Charge"
below). The restructuring charge included $376 related to inventory obsolescence
that was charged to cost of sales. The balance of the restructuring charge, or
$1,251, was charged to selling, general and administrative expenses.
Selling, general and administrative expenses for the quarter increased
$3,870 or 34 percent over the comparable period of the prior year. This increase
during the quarter was primarily due to selling, general and administrative
expenses (including amortization of goodwill and intangible assets) related to
the acquisition of the Dynasty Division. Also contributing to this increase was
higher Motive Power Divisional fixed selling expenses due to branch and warranty
expenses, partially offset by lower commission expenses, coupled with higher
selling expenses of the Powercom Division related to increased sales volume
during the quarter. These increases were partially offset by lower selling,
general and administrative expenses incurred by the Power Electronics Division
during the quarter. Selling, general and administrative expenses for the
nine-month period increased $13,054 or 42 percent over the same period of the
prior year. This increase during the nine-month period was primarily due to
selling, general and administrative expenses (including amortization of goodwill
and intangible assets) related to the acquisition of the Dynasty Division and
the aforementioned $1,251 restructuring charge. Also contributing to this
increase was higher Motive Power Divisional fixed selling expenses due to branch
and warranty expenses coupled with higher selling expenses of the Powercom
Division related to increased sales volume during the nine-month period. These
increases were partially offset by lower selling expenses by the Power
Electronics Division during the nine-month period.
20
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)
Research and development expenses increased $161 in the quarter and $586
for the nine-month period, primarily as a result of research and development
costs incurred by the Dynasty Division, higher research and development expenses
related to the Powercom and Motive Power Divisions, partially offset by lower
research and development expense incurred by the Power Electronics Division.
Operating income for the quarter increased $5,386 or 51 percent to $15,884,
and for the nine-month period increased $9,582 or 33 percent (after the
aforementioned $1,627 restructuring reserve) to $38,811, primarily as a result
of operating income generated by the Dynasty Division (including operating
income of the joint venture in China), coupled with higher Powercom Divisional
operating income. These increases in operating income for the quarter and
nine-month period were partially offset by lower Motive Power Divisional
operating income and an operating loss incurred by the Power Electronics
Division.
Interest expense, net, increased $2,397 for the quarter and $5,696 for the
nine-month period, primarily due to higher debt balances outstanding used to
finance the acquisition of the Dynasty Division as well as the recent
acquisition of the 67 percent-owned joint venture interest of the battery
business based in Shanghai, China.
Other income, net, for the quarter was $208 versus other expense, net, of
$47 for the third quarter of the prior year. The increase in other income was
mainly due to higher purchase price discounts and non-operating income during
the third quarter of the current year. For the nine-month period, other (income)
expense, net, was $0 versus other expense, net, of $189 for the comparable
period of the prior year, mainly as a result of higher purchase price discounts
and non-operating income during the first nine months of the current year,
partially offset by higher foreign exchange and financial services expenses.
Income tax expense for the quarter and nine-month period increased $1,524
and $1,731, respectively, primarily as a result of higher income before income
taxes and an increase in the effective tax rate. The effective tax rate consists
of the U.S. statutory income tax rate, adjusted for the tax impact of state
income taxes, our foreign sales corporation, research and development credits,
and foreign operations. The effective tax rate for the nine-month period
increased to 36.8 percent from 36.0 percent in the comparable period of the
prior year mainly due to a smaller favorable impact related to our foreign sales
corporation.
Minority interest was $286 for both the quarter and nine-month period
compared to $0 in the comparable periods of the prior year. We acquired a 67
percent ownership interest in the joint venture in Shanghai, China on August 2,
1999. Minority interest reflects the 33 percent-ownership of the joint venture
not owned by C&D.
As a result of the above, net income increased $1,434 for the quarter to
$8,206 or $0.64 per common share - basic and $0.63 per common share - assuming
dilution. For the nine-month period, after the impact of the aforementioned
$1,627 pre-tax restructuring charge ($0.08 per common share - basic and assuming
dilution), net income increased $2,058 to $20,586 or $1.62 per common share -
basic and $1.59 per common share - assuming dilution.
21
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)
RESTRUCTURING CHARGE
During the first quarter of fiscal 2000, we recorded a pre-tax charge of
$1,627, or $.08 per share after tax, primarily relating to the restructuring of
the Power Electronics Division. $1,251 of this pre-tax charge is included in
selling, general and administrative expenses with the remaining $376 included in
cost of sales in the accompanying consolidated statement of income for the nine
months ended October 31, 1999. The restructuring charge consists of estimated
costs to close our Costa Mesa, California power supply production facility as
well as contractual severance liabilities associated with the non-renewal of the
employment contracts of two of C&D's former officers. With respect to the
closing of the Costa Mesa, California production facility, we implemented a
restructuring plan that consisted of transferring production to our existing
facilities in Tucson, Arizona and Nogales, Mexico. Major actions of the
restructuring plan consisted of: (a) disposition of inventory; (b) write-off of
impaired property, plant and equipment that was not transferred to other
facilities; and (c) termination of the Costa Mesa, California work force.
Details of the restructuring charge are as follows:
Cash Non-Cash Balance at
Provision Reductions Activity October 31, 1999
--------- ---------- -------- ----------------
Write-off of inventory $ 376 - $(376) -
Write-down of property,
plant and equipment 355 - (355) -
Employee severance 741 $(384) - $357
Other 155 (136) - 19
----- ---- ---- ---
Total $1,627 $(520) $(731) $376
===== ==== ==== ===
The $376 inventory write-off was determined based upon identification of
inventory associated with discontinued products. This inventory was disposed of
during the second quarter of fiscal 2000. The $355 write-down of impaired
property, plant and equipment was determined based upon the estimated cost to
completely write-down the net book value of assets not transferred to other
facilities. We completed the disposition of the impaired property, plant and
equipment during the third quarter of fiscal 2000. Employee severance of $741
was charged to selling, general and administrative expenses and provided for a
reduction of approximately 50 employees, consisting of production and
administrative employees related to the Costa Mesa, California facility, and two
former officers of C&D. All employee terminations were completed by the end of
the third quarter of fiscal 2000, with payments being made in accordance with
contractual agreements through fiscal 2001.
22
<PAGE>
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 increased $24,023 or 143 percent
to $40,867 for the nine-month period ended October 31, 1999 compared to $16,844
for the same period of the prior year. The increase in net cash provided by
operating activities during the nine-month period was primarily due to: (a) an
increase in depreciation and amortization (mainly associated with the March 1,
1999 acquisition of the Dynasty Division); (b) a decrease in inventory during
the first nine months of the current year versus an increase in the comparable
period of the prior year; (c) a larger increase in accounts payable (due to
timing of payments, including the timing of payments to JCI related to services
performed under a transition services agreement associated with the
aforementioned acquisition of the Dynasty Division); (d) a larger increase in
accrued liabilities (due to timing of payments, including accrued sales volume
rebates and accrued interest associated with the higher debt levels); and (e) an
increase in income taxes payable during the first nine months of fiscal 2000
compared to a decrease in the same period of the prior year. These changes,
resulting in higher net cash provided by operating activities, were partially
offset by a larger increase in accounts receivable during the first nine months
of fiscal 2000 versus the comparable period of the prior year primarily due to
higher sales volume.
Net cash used by investing activities totaling $145,566 for the nine months
ended October 31, 1999 includes our purchase of the Specialty Battery Division
of JCI (subsequently re-named the Dynasty Division by the C&D) and the
acquisition of the 67 percent-owned joint venture interest of a battery business
based in Shanghai, China from JCI.
Net cash provided by financing activities was $106,027 for the first nine
months of fiscal 2000 versus net cash used of $5,783 in the comparable period of
the prior year. The proceeds from new borrowings in the current year's nine
months were used primarily for the funding of the acquisition of the Dynasty
Division and the 67 percent-owned joint venture in China.
On March 1, 1999 we entered into a credit agreement in which the lenders
named therein, and Bank of America (formerly Nationsbank, N.A.) as
administrative agent, provided a $220,000 credit facility consisting of a term
loan in the amount of $100,000 and a revolving loan not to exceed $120,000. The
funds borrowed under this credit agreement were used to finance the acquisition
of the Specialty Battery Division of JCI, to refinance existing debt and to
finance working capital and certain other expenditures. In addition, on August
2, 1999 we completed the acquisition of the 67 percent-owned joint venture
interest of a battery business based in Shanghai, China from JCI for $15,000 in
cash. The acquisition was financed by our revolving credit facility. Our
availability under the 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. Capital expenditures
during the first nine months of fiscal 2000 were incurred primarily to fund
capacity expansion, new product development, a continuing series of cost
reduction programs, normal maintenance capital, and regulatory compliance.
Fiscal 2000 capital expenditures are expected to be approximately $16,000 for
similar purposes.
23
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)
READINESS FOR YEAR 2000
In November 1997 we initiated a Year 2000 project to address issues
associated with potential computer failures ("Year 2000 problem"). The project
is under the overall direction of our chief financial officer, and is being
conducted by a cross functional project team representing each of our divisions.
The progress of the Year 2000 project is reported to the Audit Committee of the
Board of Directors and the Board.
To the extent possible, we believe that we have taken reasonable and
prudent action to ensure that our operations will not be adversely affected by
the Year 2000 problem. To that end, we have assessed our Year 2000 exposure and
evaluated the potential impact of the Year 2000 problem on the Company. This
assessment included a comprehensive review and analysis by all of our operations
of our information technology ("IT") (consisting of computer hardware and
software related to our business systems as well as our engineering and test
equipment) and non-IT systems (including embedded technology such as
microcontrollers), products sold to customers and Year 2000 issues relating to
third parties, particularly those with whom we have a material relationship.
As a result of this assessment, we identified certain IT systems which were
not Year 2000 ready. To address the potential problems that those systems
presented, we immediately embarked upon a program of either replacing
noncompliant systems entirely or upgrading to "Year 2000 compliant" versions of
the systems. Noncompliant non-IT systems (including facilities and related
building services, such as security systems, general business equipment and
non-computer office equipment) were similarly addressed. As IT and non-IT
systems were remediated, the upgraded or replaced systems were again tested to
confirm that the systems were Year 2000 ready. As an added measure, we retained
an independent consulting firm to review and offer suggestions on our findings
regarding our Year 2000 readiness. The review did not identify any significant
deficiencies in our Year 2000 assessment. To date, we believe that all
mission-critical IT and non-IT systems have been fully remediated and tested and
are Year 2000 ready.
As indicated above, an assessment of whether our battery and electronic
products are Year 2000 ready was included in our overall assessment. The vast
majority of our products do not receive, process, or generate dates for output.
In light of this fact and the information gathered to date, we believe that all
of our battery and electronic products which are currently being sold to
customers are Year 2000 ready.
Time and resources have been spent assessing and developing contingency
plans for third party risks associated with the Year 2000 problem. By necessity
and to varying degrees, our operations are dependent on third parties including
key suppliers, distributors, customers and service providers. Through a
combination of in-person meetings, surveys, certifications, warranties and
public representations, we have obtained or identified representations from the
vast majority of the third parties with whom we have a material relationship
that each is Year 2000 ready.
24
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands except per share data)
We believe that the costs directly related to addressing our Year 2000
problem were not material. These costs were paid from internal funds and were
expensed. To date, 100 percent of the total estimated Year 2000 project costs
have been incurred. We have not tracked the internal costs incurred in
connection with addressing the Year 2000 problem, however we believe that such
costs consist principally of the related payroll costs for our information
systems group and are not material. No other IT projects were deferred due to
our Year 2000 efforts.
Due to the nature of the Year 2000 problem and our dependency on third
parties, we cannot guarantee that our business operations will not be
interrupted because of a Year 2000 problem. In anticipation of this possibility,
we have developed contingency plans for our corporate office and each of our
manufacturing facilities which are designed to mitigate, to the extent
reasonably possible, the impact of a Year 2000 problem on our liquidity,
financial condition and results of operations. These plans include the use of
hardcopy files and records, use of alternative communication systems, manual
processing of orders and stockpiling of certain critical raw materials and
components.
We believe that our reasonably likely worst case scenario would involve the
inability of a third party, most likely a supplier, to provide a critical
component or raw material for an extended period of time. As indicated above, we
have relied exclusively on representations and information provided by key
suppliers, distributors, customers and service providers to assess their Year
2000 readiness and, where appropriate, have identified back-up sources or
service providers that are Year 2000 ready. At this time, we have no reason to
believe that any of the representations provided by any of the third parties
which were contacted with regard to their Year 2000 readiness is not true, nor
are we aware of any new Year 2000 issues which would cause such information to
be questionable.
Although we believe that we have addressed all Year 2000 issues that are
within our reasonable control, we anticipate that disruptions, for reasons
beyond our control, could occur. An extended interruption of our ability to
conduct business due to a Year 2000 problem could have a material adverse effect
on the Company's liquidity, financial condition and results of operations.
ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes new
procedures for accounting for derivatives and hedging activities and supersedes
and amends a number of existing standards. In June 1999, the FASB issued SFAS
No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB No. 133." SFAS No. 137 amends SFAS No.
133 by delaying its effective date by one year to fiscal years beginning after
June 15, 2000. We currently use derivatives such as interest rate swap
agreements, currency swaps and currency forwards to effectively fix the interest
rate on a portion of our floating rate debt and the exchange rate on a portion
25
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands except per share data)
of our foreign assets, liabilities and cash flows. Under current accounting
standards, no gain or loss is recognized on changes in the fair value of these
derivatives. Under these statements, gains or losses will be recognized based on
changes in the fair value of the derivatives which generally occur as a result
of changes in interest rates and foreign currency exchange rates. We are
currently evaluating the financial impact of adoption of these statements. We
believe that the adoption of these statements will not have a material effect on
our financial position or results of operations.
FORWARD LOOKING STATEMENTS
Except for the historical information contained herein, certain of the
statements and information contained in this Form 10-Q are "forward-looking
statements" (within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934), and accordingly, are
subject to risks and uncertainties. The factors that could cause actual results
to differ materially from anticipated results indicated in any forward-looking
statement include those referenced in the forward-looking statement, following
the forward-looking statement, described in the notes to the Consolidated
Financial Statements and other factors discussed in the Company's other filings
with the Securities and Exchange Commission. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this Form 10-Q. The Company undertakes no obligation to publicly
disclose any update to any of these forward-looking statements to reflect events
or circumstances occurring after the date of this Form 10-Q.
26
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.1 First Amendment to the C&D TECHNOLOGIES, INC. Savings Plan
(filed herewith).
10.2 Second Amendment to the C&D TECHNOLOGIES, INC. Savings Plan
(filed herewith).
10.3 Amendment to Appendix A of the Supplemental Executive Retirement
Plan Amended and Restated as of October 22, 1998 (filed here-
with).
15. Letter from PricewaterhouseCoopers LLP, independent accountants
for C&D, regarding unaudited interim financial information (filed
herewith).
27. Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K:
None.
27
<PAGE>
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.
December 14, 1999 BY: /s/ Wade H. Roberts, Jr.
---------------------------------
Wade H. Roberts, Jr.
President, Chief Executive
Officer and Director
(Principal Executive Officer)
December 14, 1999 BY: /s/ Stephen E. Markert, Jr.
----------------------------------
Stephen E. Markert, Jr.
Vice President Finance
(Principal Financial and
Accounting Officer)
28
<PAGE>
EXHIBIT INDEX
10.1 First Amendment to the C&D TECHNOLOGIES, INC. Savings Plan.
10.2 Second Amendment to the C&D TECHNOLOGIES, INC. Savings Plan.
10.3 Amendment to Appendix A of the Supplemental Executive Retirement
Plan Amended and Restated as of October 22, 1998.
15. Letter from PricewaterhouseCoopers LLP, independent accountants
for C&D, regarding unaudited interim financial information.
27. Financial Data Schedule.
29
EXHIBIT 10.1
FIRST AMENDMENT TO THE
C&D TECHNOLOGIES SAVINGS PLAN
WHEREAS, C&D Technologies, Inc. (the "Sponsor") adopted the C&D
Technologies Savings Plan (the "Plan"), most recently amended and restated
effective October 1, 1997; and
WHEREAS, the Sponsor desires to amend the Plan.
NOW, THEREFORE, the Sponsor amends the Plan as follows, effective August 1,
1998:
1. The Preamble is hereby amended by adding the following paragraph to read
as follows:
Effective August 1, 1998, the Power Convertibles Corporation Retirement
Savings Plan and Trust is hereby merged into and made a part of the Plan.
2. Section 1.1 is amended by the addition of a definition of "Predecessor
Employer" reading as follows:
A "PREDECESSOR EMPLOYER" means Power Convertibles Corporation.
3. Section 2.2 of the Plan is amended and restated in its entirety to read
as follows:
A person shall be credited with an Hour of Service for each hour for which
he is paid, or entitled to payment, for the performance of duties for an
Employer, a Related Company or any Predecessor Employer.
4. Section 13.5 is amended by deleting the fourth indented paragraph with
respect to restrictions on withdrawals from the Rollover Contributions
Sub-Account.
5. Section 6.11 is amended by the addition of the following immediately
preceding the last paragraph therein:
A Participant's vested interest in the portion of his Profit-Sharing
and Matching Contributions Sub-Accounts that is attributable to assets
transferred to the Plan as a result of the merger of the Power
convertibles Corporation Retirement Savings Plan and Trust into the
Plan effective August 1, 1998 shall be 100% vested.
<PAGE>
IN WITNESS WHEREOF, the sponsor has executed this instrument this 28th day
of December, 1998.
C&D TECHNOLOGIES, INC.
By: /s/ Stephen E. Markert, Jr.
---------------------------
Title: VP - CFO
---------------------------
EXHIBIT 10.2
SECOND AMENDMENT
TO THE
C&D TECHNOLOGIES, INC. SAVINGS PLAN
WHEREAS, C&D TECHNOLOGIES, INC. (the "Company") maintains the C&D
TECHNOLOGIES, INC. Savings Plan, amended and restated effective as of October 1,
1997 (the "Savings Plan");
WHEREAS, pursuant to Section 19.1 of the Savings Plan, the Company
reserved the right to amend the Savings Plan at any time by action of its Board
of Directors (or such officers of the Company as are authorized by its Board of
Directors);
WHEREAS, the Board of Directors desires to amend the Savings Plan.
NOW, THEREFORE, the Savings Plan is hereby amended, effective as of
March 1, 1999, to provide as follows:
1. Section 6.10(b)(1) of the Savings Plan is amended by the addition of
the following language at the end thereof:
"Notwithstanding the foregoing, any Employee of the Company's Dynasty
Division who was employed in the industrial batteries business of
Johnson Controls, Inc. (the "Business") on February 28, 1999 and who
became an Employee as a result of the Company's acquisition of
substantially all of the assets and properties primarily used in the
Business shall be eligible to participate in the allocation of
Matching Contributions with respect to the period beginning on March
1, 1999 and ending on December 31, 1999."
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed as of the 8th day of December, 1999.
C&D TECHNOLOGIES, INC.
By:/s/ Mark Z. Sappir
------------------
EXHIBIT 10.3
C&D TECHNOLOGIES, INC.
Amendment to Supplemental Executive Retirement Plan
This Amendment to the Supplemental Executive Retirement Plan of C&D
Technologies, Inc. (the "Company"), as amended and restated as of October 22,
1998 (the "Plan"), is dated as of November 22, 1999.
WHEREAS, on November 22, 1999, the Compensation Committee of the Board
of Directors of the Company approved an amendment to Appendix A to the Plan to
add new Paragraph D thereto,
NOW, THEREFORE, pursuant to the action of the Compensation Committee,
Appendix A to the Plan is hereby amended to add Paragraph D, which states in its
entirety as follows:
"D. Participation Effective Beginning November 30, 1999.
----------------------------------------------------
1. Charles R. Giesige
Notwithstanding anything herein to the
contrary, only Mr. Giesige's service with
the Company from March 1, 1999 is to be
recognized for purposes of vesting, or
calculation of his SERP Benefit. (That is,
Mr. Giesige's prior service with Johnson
Controls, Inc. will not be recognized for
purposes of such calculation in any event,
nor will Mr. Giesige's Maximum Annual
Benefits be reduced by any qualified
retirement program benefits sponsored by
Johnson Controls, Inc.)
2. Linda R. Hansen
3. Bernie Radecki"
IN WITNESS WHEREOF, the Company has caused this Amendment to the Plan
to be executed as of this 22nd day of November, 1999.
C&D TECHNOLOGIES, INC.
By: /s/ Mark Z. Sappir
---------------------
Mark Z. Sappir, Vice President
Human Resources
EXHIBIT 15
December 13, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Commissioners:
We are aware that our report dated November 22, 1999 on our review of interim
financial information of C&D TECHNOLOGIES, INC. and Subsidiaries (the "Company")
as of and for the period ended October 31, 1999 and included in the Company's
quarterly report on Form 10-Q for the quarter then ended is incorporated by
reference in the Company's Forms S-8 (Registration No. 33-31978, No. 33-71390,
No. 33-86672, No. 333-17979, No. 333-38891, and No. 333-59177) and Form S-3
(Registration No. 333-38893).
Very truly yours,
/s/ PRICEWATERHOUSECOOPERS LLP
--------------------------
PricewaterhouseCoopers LLP
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF 10/31/99 AND STATEMENT OF INCOME FOR THE PERIOD
ENDED 10/31/99 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> OCT-31-1999
<CASH> 6390
<SECURITIES> 0
<RECEIVABLES> 84255
<ALLOWANCES> 2207
<INVENTORY> 61357
<CURRENT-ASSETS> 160334
<PP&E> 101837
<DEPRECIATION> 0
<TOTAL-ASSETS> 360440
<CURRENT-LIABILITIES> 90537
<BONDS> 93821
0
0
<COMMON> 138
<OTHER-SE> 150565
<TOTAL-LIABILITY-AND-EQUITY> 360440
<SALES> 338273
<TOTAL-REVENUES> 338273
<CGS> 248769
<TOTAL-COSTS> 248769
<OTHER-EXPENSES> 6718
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5786
<INCOME-PRETAX> 33025<F1>
<INCOME-TAX> 12153
<INCOME-CONTINUING> 20586
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20586
<EPS-BASIC> 1.62
<EPS-DILUTED> 1.59
<FN>
<F1>Income-Pretax represents income before taxes and minority interest.
Minority interest for the nine months ended 10/31/99 was $286.
</FN>
</TABLE>
