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 April 30, 2000
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 June 5, 2000:
13,109,785
<PAGE>
C&D TECHNOLOGIES, INC.
AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION Page No.
Item 1 - Financial Statements
Consolidated Balance Sheets -
April 30, 2000 and January 31, 2000................... 3
Consolidated Statements of Income -
Three Months Ended April 30, 2000 and 1999............ 5
Consolidated Statements of Cash Flows -
Three Months Ended April 30, 2000 and 1999............ 6
Consolidated Statements of Comprehensive Income -
Three Months Ended April 30, 2000 and 1999............ 8
Notes to Consolidated Financial Statements............. 9
Report of Independent Accountants...................... 19
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations...... 20
PART II. OTHER INFORMATION.................................... 25
SIGNATURES.................................................... 26
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1 - Financial Statements
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
April 30, January 31,
2000 2000
---- ----
ASSETS
Current assets:
Cash and cash equivalents................. $ 5,024 $ 7,121
Accounts receivable, less allowance for
doubtful accounts of $3,442 and
$3,080, respectively................. 85,901 76,161
Inventories............................... 64,310 60,965
Deferred income taxes..................... 10,158 10,158
Other current assets...................... 1,272 1,256
------- -------
Total current assets........... 166,665 155,661
Property, plant and equipment, net.............. 103,850 100,813
Deferred income taxes........................... 895 803
Intangible and other assets, net................ 22,208 22,692
Goodwill, net................................... 73,215 74,146
------- -------
Total assets................... $366,833 $354,115
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt........................... $ 19,382 $ 20,393
Accounts payable.......................... 34,678 36,680
Accrued liabilities....................... 28,856 26,996
Income taxes.............................. 5,350 2,018
Other current liabilities................. 4,503 4,495
------- -------
Total current liabilities...... 92,769 90,582
Long-term debt.................................. 73,971 76,459
Other liabilities............................... 21,031 20,663
------- -------
Total liabilities.............. 187,771 187,704
------- -------
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)
April 30, January 31,
2000 2000
---- ----
Commitments and contingencies
Minority interest................................. 4,617 4,345
Stockholders' equity:
Common stock, $.01 par value, 75,000,000
shares authorized; 13,999,354 and
13,933,740 shares issued,
respectively............................ 140 139
Additional paid-in capital.................. 55,965 53,969
Treasury stock, at cost, 905,102 shares..... (10,819) (10,819)
Accumulated other comprehensive loss........ (928) (617)
Retained earnings........................... 130,087 119,394
------- -------
Total stockholders' equity....... 174,445 162,066
------- -------
Total liabilities and
stockholders' equity........... $366,833 $354,115
======= =======
The accompanying notes are an integral part of these statements.
4
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C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)
Three months ended
April 30,
2000 1999
---- ----
Net sales............................ $133,482 $99,611
Cost of sales........................ 94,367 73,072
------- ------
Gross profit..................... 39,115 26,539
Selling, general and
administrative expenses.......... 16,377 14,369
Research and development
expenses......................... 2,483 2,259
------- ------
Operating income................. 20,255 9,911
Interest expense, net................ 1,851 1,439
Other expense, net................... 315 136
------- ------
Income before income taxes and
minority interest............. 18,089 8,336
Provision for income taxes........... 6,765 3,001
------- ------
Net income before minority
interest...................... $ 11,324 $ 5,335
Minority interest................ 271 -
------- ------
Net income....................... $ 11,053 $ 5,335
======= ======
Net income per common share.......... $ .85 $ .43
======= ======
Net income per common share -
assuming dilution................ $ .82 $ .42
======= ======
Dividends per share.................. $ .0275 $ .0275
======= ======
The accompanying notes are an integral part of these statements.
5
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C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Three months ended
April 30,
2000 1999
---- ----
Cash flows provided (used) by operating activities:
Net income...................................... $ 11,053 $ 5,335
Adjustments to reconcile net income to net
cash provided by operating activities:
Minority interest......................... 271 -
Depreciation and amortization............. 6,521 4,881
Deferred income taxes..................... (92) 210
Loss on disposal of assets................ 377 111
Changes in:
Accounts receivable................. (10,093) (5,696)
Inventories......................... (3,624) 258
Other current assets................ (26) 405
Accounts payable.................... (1,931) 5,131
Accrued liabilities................. 1,890 2,938
Income taxes payable................ 4,094 2,122
Other current liabilities........... 8 39
Other liabilities................... 370 790
Other, net................................ 509 114
-------- --------
Net cash provided by operating activities........... 9,327 16,638
-------- --------
Cash flows provided (used) by investing activities:
Acquisition of business, net.................... - (121,465)
Acquisition of property, plant and equipment.... (8,715) (3,205)
Proceeds from disposal of property, plant
and equipment................................ 140 1
-------- --------
Net cash used by investing activities............... (8,575) (124,669)
-------- --------
Cash flows provided (used) by financing activities:
Repayment of debt............................... (4,766) (2,554)
Proceeds from new borrowings.................... 1,100 118,051
Financing costs of long-term debt............... - (2,749)
Proceeds from issuance of common stock, net..... 1,231 544
Payment of common stock dividends............... (359) (343)
-------- --------
The accompanying notes are an integral part of these statements.
6
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C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Dollars in thousands)
(Unaudited)
Three months ended
April 30,
2000 1999
---- ----
Net cash (used) provided by
financing activities........................... (2,794) 112,949
-------- --------
Effect of exchange rate changes on cash........... (55) 9
-------- --------
(Decrease) increase in cash and
cash equivalents............................... (2,097) 4,927
Cash and cash equivalents at beginning
of period...................................... 7,121 5,003
-------- --------
Cash and cash equivalents at end of period........ $ 5,024 $ 9,930
======== ========
SCHEDULE OF NONCASH INVESTING AND
FINANCIAL ACTIVITIES
Acquired business
Estimated fair value of assets acquired ...... $ - $ 53,714
Goodwill...................................... - 60,133
Identifiable intangible assets................ - 17,840
Cash paid, net of cash acquired............... - (121,465)
-------- --------
Liabilities assumed........................... $ - $ 10,222
======== ========
Dividends declared but not paid................... $ 360 $ 346
The accompanying notes are an integral part of these statements.
7
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C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)
Three months ended
April 30,
2000 1999
---- ----
Net income............................. $11,053 $5,335
Other comprehensive loss,
net of tax:
Foreign currency
translation adjustments......... (311) (150)
------ -----
Total comprehensive income............. $10,742 $5,185
====== =====
The accompanying notes are an integral part of these statements.
8
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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, 2000. The January 31, 2000 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
April 30, 2000 and the consolidated statements of income for the three months
ended April 30, 2000 and 1999 and the consolidated statements of cash flows for
the three months ended April 30, 2000 and 1999 and the consolidated statements
of comprehensive income for the three months ended April 30, 2000 and 1999.
However, interim results of operations 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"),
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 continues to use the assets acquired in such
business. The source of the funds for the acquisition was advances under a
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 JCI's 67 percent
ownership interest in a joint venture battery business in Shanghai, China for
$15,000 in cash. The joint venture manufactures, markets and distributes
industrial batteries. 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.
For reporting purposes, the acquisition of the Specialty Battery Division
and JCI's 67 percent ownership interest in the joint venture battery business in
Shanghai, China have collectively been re-named the Dynasty Division. The
results of the joint venture have been consolidated in the financial statements
and related notes. The Dynasty acquisition was accounted for using the purchase
method of accounting.
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
period 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.
Three months ended April 30, 1999:
Net sales.......................... $110,959
Net income......................... $ 5,241
Net income per common share........ $ 0.42
Net income per common share -
assuming dilution............. $ 0.41
The pro forma financial information does not necessarily reflect the
operating results that would have occurred had the acquisitions 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 businesses did not maintain information on a period comparable with
the Company's fiscal year-end.
3. INVENTORIES
Inventories consisted of the following:
April 30, January 31,
2000 2000
---- ----
Raw materials............................ $27,129 $28,522
Work-in-progress......................... 17,922 14,602
Finished goods........................... 19,259 17,841
------ ------
$64,310 $60,965
====== ======
10
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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:
Three months ended
April 30,
2000 1999
---- ----
U.S. statutory income tax....................... 35.0% 35.0%
State tax, net of federal income tax benefit.... 3.2 3.2
Foreign sales corporation....................... (0.4) (0.3)
Tax effect of foreign operations................ (0.2) (1.3)
Research and development credit................. (0.6) (0.8)
Other........................................... 0.4 0.2
---- ----
37.4% 36.0%
==== ====
5. NET INCOME PER COMMON SHARE
Net income per common share for the three months ended April 30, 2000 and
1999 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. Weighted
average common shares and common shares - assuming dilution were as follows:
(Unaudited)
Three months ended
April 30,
2000 1999
---- ----
Weighted average shares
of common stock
outstanding.................... 13,065,421 12,489,862
Assumed exercise of stock
options, net of shares
assumed reacquired............. 374,478 337,063
---------- ----------
Weighted average common
shares - assuming
dilution....................... 13,439,899 12,826,925
========== ==========
11
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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, 2000.
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 used
in manufacturing processes and solid wastes; (ii) record keeping and periodic
reporting to governmental entities regarding the use of hazardous substances and
disposal of hazardous wastes; (iii) monitoring and permitting of air and water
emissions; and (iv) monitoring and protecting workers from unpermitted exposure
to hazardous substances, including lead used in our manufacturing processes.
Notwithstanding such compliance, if injury or 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. In fiscal 1993 in accordance with an EPA order, a group
comprised of the Company and 30 other parties commenced work on the clean-up of
a portion of one of the Third Party Facilities, the former NL Industries
facility in Pedricktown, New Jersey (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 Company and four other
PRPs have agreed upon a cost sharing arrangement for the design phase of the
project. A reliable range of the potential cost to the Company for the ultimate
remediation of the site cannot currently be determined, nor have all PRPs been
identified. Accordingly, the Company has not established a reserve for this
potential exposure.
12
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C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
6. CONTINGENT LIABILITIES (continued)
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 other PRPs initiated remedial action at the site in fiscal 1999 that has now
been completed. The Company believes its only remaining liability relates to
long-term monitoring at the site, the cost of which is estimated to be an
immaterial amount for which the Company has established an adequate reserve.
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
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 regarding 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
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
13
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C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
6. CONTINGENT LIABILITIES (continued)
undetermined, share of the costs associated therewith. The Company has
established what it believes to be an adequate reserve for all but the
remediation costs, the extent of which are not known, as a remediation plan has
not yet been submitted to or approved by the State of New York.
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. 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 site 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.
The Company has received notification from the EPA of alleged violations of
permit effluent and pretreatment discharge limits at its plant in Attica,
Indiana. The Company has submitted a compliance plan to the EPA. A penalty
assessment could be made, however, the amount of such assessment, if any, has
not been determined.
In January 2000, the Company was sued in an action captioned PUERTO RICO
ELECTRIC POWER AUTHORITY V. C&D TECHNOLOGIES, INC., Case No. 00-1104 in the
United States District Court for the District of Puerto Rico for an alleged
breach of contract in connection with the sale of certain batteries dating back
to the mid-1990's. The Company expects to file its response with the court in
June 2000. The Company denies the material allegations of the plantiff's
complaint and intends to vigorously defend this action. In addition, the Company
is involved in ordinary, routine litigation incidental to the conduct of our
business. None of the litigation, individually or in the aggregate, is material
to our financial condition or results of operations in any year.
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. Based on
currently available information, management of the Company believes that the
foregoing will not have a material adverse effect on the Company's business,
financial condition or results of operations.
14
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C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
7. NEW 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. Of this pre-tax charge, $1,251
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 three months ended April 30, 1999. The restructuring charge
consisted 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 primarily to its existing facility in
Nogales, Mexico. Major actions of the restructuring plan consisted of: (i)
disposition of inventory; (ii) write-off of impaired property, plant and
equipment that was not transferred to other facilities; and (iii) termination of
the Power Electronics' Costa Mesa, California work force. Restructuring activity
for the three months ended April 30, 2000 and 1999 was as follows:
15
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C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
8. RESTRUCTURING CHARGE (continued)
Balance at Balance at
January 31, Cash Non-Cash April 30,
2000 Reductions Activity 2000
---- ---------- -------- ----
Employee severance....... $256 $ 67 - $189
--- --- --- ---
Total.................... $256 $ 67 - $189
=== === === ===
April Balance at
1999 Cash Non-Cash April 30,
Provision Reductions Activity 1999
--------- ---------- -------- ----
Write-off of inventory... $ 376 - - $ 376
Write-down of property,
plant and equipment.... 355 - - 355
Employee severance....... 741 - - 741
Other.................... 155 - - 155
----- --- --- -----
Total.................... $1,627 - - $1,627
===== === === =====
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 Power Electronics' Costa Mesa,
California facility, and two former officers of the Company. All Power
Electronics 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.
16
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C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
9. OPERATIONS BY INDUSTRY SEGMENT
The Company has identified 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, broadband cable and
telecommunications markets. Major applications of these products include
corporate data center powering and computer network back up for use during power
utility outages, CATV signal powering and wireless and wireline telephone
infrastructure.
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 equipment, office copiers, workstations and other
applications.
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 months ended April 30, 2000 and 1999 is shown below:
<TABLE>
<CAPTION>
Power Motive
Powercom Dynasty Electronics Power
Division Division Division Division Consolidated
-------- -------- ----------- -------- ------------
<S> <C> <C> <C> <C> <C>
Three months ended April 30, 2000:
Net sales................................. $60,403 $34,920 $19,793 $18,366 $133,482
Operating income.......................... $12,143 $7,293 $766 $53 $20,255
Three months ended April 30, 1999:
Net sales.................................. $49,868 $17,376 $13,390 $18,977 $99,611
Operating income (loss).................... $8,343 $3,162 $(2,382) $788 $9,911
</TABLE>
17
<PAGE>
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
10. SUBSEQUENT EVENT
On May 23, 2000 the Board of Directors approved a two-for-one stock split
effected in the form of a 100% stock dividend. The additional shares will be
issued on June 16, 2000 to stockholders of record at the close of business on
June 2, 2000. The effect of the stock split has not been recognized in the
accompanying consolidated financial statements. On a pro-forma basis, net income
per common share and net income per common share - assuming dilution for the
three months ended April 30, 2000 and 1999 adjusting for the stock split would
be as follows:
2000 1999
---- ----
Net income per common share........ $0.42 $0.21
Net income per common share -
assuming dilution................ $0.41 $0.21
18
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
C&D Technologies, Inc.
We have reviewed the accompanying consolidated balance sheet of C&D
Technologies, Inc. and Subsidiaries ("the Company") as of April 30, 2000 and the
related consolidated statements of income and comprehensive income for each of
the three-month periods ended April 30, 2000 and 1999, and the related
consolidated statements of cash flows for the three-month periods ended April
30, 2000 and 1999. 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, 2000 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 10, 2000 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, 2000, 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, Pennsylvania
May 22, 2000
19
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share data)
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"), 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 JCI. In addition, on August 2, 1999 we completed the
acquisition of JCI's 67 percent ownership interest of a joint venture battery
business in Shanghai, China. The joint venture manufactures, markets and
distributes industrial batteries. For reporting purposes, the acquisition of the
Specialty Battery Division and JCI's 67 percent ownership interest in the joint
venture battery business in Shanghai, China have collectively been re-named the
Dynasty Division by C&D. As a result of the timing of the above acquisitions,
the first quarter of fiscal 2000 does not include revenue or expenses for one
month of the quarter with respect to our acquisition of the Special Battery
Division of JCI, and does not include any revenue or expenses related to our
acquisition of JCI's 67 percent ownership interest in a joint venture battery
business in Shanghai, China.
Net sales for the fiscal 2001 first quarter increased $33,871 or 34 percent
over the same quarter of the prior year. This increase was primarily the result
of higher sales by all divisions except for the Motive Power Division, which had
a three percent decrease in sales. Sales by the Dynasty Division increased
$17,544 or 101 percent over the first quarter of last year. A portion of this
increase was due to the recording of a full quarter of sales by the Dynasty
Division in the first quarter of the current year, compared to only two months
of sales in the first quarter of the prior year (and no sales related to the
joint venture battery business which was acquired in the third quarter of fiscal
2000). Powercom sales increased $10,535 or 21 percent in the first quarter
primarily as a result of higher sales to the telecommunications market. First
quarter sales by the Power Electronics Division increased $6,403 or 48 percent,
mainly as a result of higher DC to DC converter sales.
Gross profit for the first quarter of fiscal 2001 increased $12,576 or 47
percent to $39,115 from $26,539 in the first quarter of fiscal 2000, resulting
in a gross margin of 29.3 percent versus 26.6 percent in the first quarter of
the prior year. The increase in gross profit was primarily due to efficiencies
associated with the higher sales volumes recorded by the Dynasty, Powercom and
Power Electronics Divisions during the first quarter of fiscal 2001. The
increase in gross profits by these Divisions were partially offset by lower
gross profit provided by the Motive Power Division due to manufacturing
inefficiencies.
20
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)
Selling, general and administrative expenses for the first quarter of
fiscal 2001 increased $2,008 or 14 percent over the same quarter of the prior
year. This increase was primarily due to: (i) higher selling, general and
administrative expenses related to the Dynasty Division (including the
amortization of goodwill) as a result of recording a full quarter of expenses in
the first quarter of fiscal 2001 compared to only two months in the first
quarter of fiscal 2000 (and no selling, general and administrative expenses
related to the joint venture battery business which was acquired in the third
quarter of fiscal 2000); (ii) higher legal accruals; and (iii) an increase in
variable selling expenses related to the higher sales volumes generated by the
Dynasty, Powercom and Power Electronics Divisions. The increase in selling,
general and administrative expense was partially offset by the absence of a
$1,251 restructuring charge in the first quarter of fiscal 2001 which was
recorded in the first quarter of fiscal 2000.
Research and development expenses increased $224 in the first quarter of
fiscal 2001 primarily as a result of the recording of a full quarter of research
and development expenses by the Dynasty Division in the first quarter of the
current year, compared to only two months of expenses in the first quarter of
the prior year (and no research and development expenses related to the joint
venture battery business which was acquired in the third quarter of fiscal
2000).
Operating income increased $10,344 or 104 percent to $20,255 in the first
quarter of fiscal 2001 compared to $9,911 in the first quarter of fiscal 2000 as
a result of higher operating income generated by the Dynasty, Powercom and Power
Electronics Divisions, partially offset by lower operating income generated by
the Motive Power Division.
Interest expense, net, increased $412 from the first quarter of fiscal 2000
to the first quarter of fiscal 2001 due to higher interest expense resulting
from a full three months of debt balances outstanding related to the Dynasty
acquisition in the first quarter of fiscal 2001 versus only two months of debt
balances outstanding in the same quarter of the prior year.
Income tax expense increased $3,764 primarily as a result of higher income
before income taxes and a higher effective tax rate. The effective tax rate
consists of statutory rates adjusted for the tax impacts of our foreign sales
corporation, research and development credits and foreign operations. The
effective tax rate for the first quarter of fiscal 2001 increased to 37.4
percent from 36.0 percent in the first quarter of the prior year, primarily as a
result of less tax benefit associated with our foreign operations.
Minority interest of $271 in the first quarter of fiscal 2001 reflects the
33 percent ownership of the joint venture battery business located in Shanghai,
China that is not owned by C&D.
As a result of the above, net income increased $5,718, or 107 percent in
the first quarter of fiscal 2001 to $11,053 or 85 cents per common share - basic
and 82 cents 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. Of this pre-tax charge, $1,251 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 three
months ended April 30, 1999. The restructuring charge consisted 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 our former officers. With respect to the closing
of the Costa Mesa, California production facility, we implemented a
restructuring plan that consisted of transferring production primarily to our
existing facility in Nogales, Mexico. Major actions of the restructuring plan
consisted of: (i) disposition of inventory; (ii) write-off of impaired property,
plant and equipment that was not transferred to other facilities; and (iii)
termination of the Power Electronics' Costa Mesa, California work force.
Restructuring activity for the three months ended April 30, 2000 and 1999 was as
follows:
Balance at Balance at
January 31, Cash Non-Cash April 30,
2000 Reductions Activity 2000
---- ---------- -------- ----
Employee severance....... $256 $ 67 - $189
--- --- --- ---
Total.................... $256 $ 67 - $189
=== === === ===
April Balance at
1999 Cash Non-Cash April 30,
Provision Reductions Activity 1999
--------- ---------- -------- ----
Write-off of inventory... $ 376 - - $ 376
Write-down of property,
plant and equipment.... 355 - - 355
Employee severance....... 741 - - 741
Other.................... 155 - - 155
----- --- --- -----
Total.................... $1,627 - - $1,627
===== === === =====
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 Power Electronics' Costa Mesa,
California facility, and two former officers of the Company. All Power
Electronics 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 decreased $7,311 or 44 percent to
$9,327 for the first quarter of fiscal 2000 compared to $16,638 for the same
quarter of the prior year. This decrease in net cash provided by operating
activities was primarily due to: (i) a reduction in accounts payable in the
first quarter of fiscal 2001 compared to an increase in the same quarter of the
prior year; (ii) a larger increase in accounts receivable in the first quarter
of the current year versus the first quarter of the prior year (primarily due to
higher sales volume); and (iii) an increase in inventories in the first quarter
of fiscal 2001 compared to a decrease in same period in fiscal 2000. These
changes resulting in lower net cash provided by operating activities were
partially offset by an increase in net income during the current first quarter
compared to the first quarter of fiscal 2000.
Net cash used by investing activities totaled $8,575 in the first quarter
of fiscal 2001, resulting in a decrease of $116,094 versus the same quarter of
the prior year which included the acquisition of the Specialty Battery Division
of JCI.
Net cash used by financing activities was $2,794 for the first quarter of
fiscal 2001 compared to net cash provided by financing activities of $112,949 in
the prior year's first quarter. The proceeds from new borrowings in the prior
year's first quarter were used primarily for funding the acquisition of the
Specialty Battery Division of JCI.
The availability under our current loan agreement is expected to be
sufficient to meet our ongoing cash needs for working capital requirements, debt
service, capital expenditures and possible strategic acquisitions. Capital
expenditures during the first quarter of fiscal 2001 were incurred primarily to
fund capacity expansion, new product development, a continuing series of cost
reduction programs, normal maintenance capital, and regulatory compliance.
Fiscal 2001 capital expenditures are expected to be approximately $50,000 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)
NEW 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. 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 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
Certain information contained in this Quarterly Report on Form 10-Q,
including, without limitation, information appearing under Item 2, "Management's
Discussion and Analysis of Financial Condition and Results of Operations," 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). Factors
that appear with the forward-looking statements, or in the Company's other
Securities and Exchange Commission filings, could affect our actual results and
could cause our actual results to differ materially from those expressed in any
forward-looking statements made by C&D in this Quarterly Report on Form 10-Q.
24
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.1 C&D Technologies, Inc. Managment Incentive Bonus Plan Policy
(filed herewith).
10.2 Supplemental Executive Retirement Plan, amended and restated as
of May 23, 2000 (filed herewith).
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:
On February 28, 2000, C&D filed a Form 8-K current report under
Item 5 to report the adoption of a stockholders Rights Agreement
between C&D and ChaseMellon Shareholder Services, L.L.C., as rights
agent.
On May 25, 2000, C&D filed a Form 8-K current report under Item 5
to report that our Board of Director's had approved a two-for-one
split of C&D's Common Stock, to be effected in the form of a 100%
stock dividend. The additional shares will be issued on June 16, 2000
to stockholders of record on June 2, 2000.
25
<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.
June 13, 2000 BY: /s/ Wade H. Roberts, Jr.
---------------------------------
Wade H. Roberts, Jr.
President, Chief Executive
Officer and Director
(Principal Executive Officer)
June 13, 2000 BY: /s/ Stephen E. Markert, Jr.
----------------------------------
Stephen E. Markert, Jr.
Vice President Finance
(Principal Financial and
Accounting Officer)
26
<PAGE>
EXHIBIT INDEX
10.1 C&D Technologies, Inc. Management Incentive Bonus Plan Policy.
10.2 Supplemental Executive Retirement Plan, amended and restated as
of May 23, 2000.
15. Letter from PricewaterhouseCoopers LLP, independent accountants
for C&D, regarding unaudited interim financial information.
27. Financial Data Schedule.
27
