<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 18, 1995
EXIDE CORPORATION
-----------------
(Exact name of registrant as specified in its charter)
DELAWARE
--------
(State or other jurisdiction of incorporation)
1-11263 23-0552730
------------------------ ----------
(Commission File Number) (I.R.S. Employer
Identification No.)
1400 North Woodward Avenue, Bloomfield Hills, Michigan 48304
- ------------------------------------------------------ -----
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (810) 258-0080
--------------
Not Applicable
--------------
(Former name or former address, if changed
since last report.)
The undersigned registrant hereby amends the Form 8-K filed on June 2, 1995
by adding to the previously filed document the information as set forth in
the pages attached hereto.
Item 7 Financial Statements and Pro Forma Financial Information
<PAGE>
Item 7. Financial Statements and Pro Forma Financial Information
(A) Financial Statements of Business Acquired (Compagnie Europeenne
D'Accumulateurs)
The accompanying consolidated financial statements of Compagnie
Europeenne D'Accumulateurs (CEAC), a company incorporated in
France, were prepared in accordance with French generally
accepted accounting principles (GAAP). The footnotes to the
accompanying financial statements include reconciliations of net
income and stockholders equity from French GAAP to U.S. GAAP.
(B) Pro Forma Financial Information
On May 18, 1995, the Company acquired 99.7% of the outstanding
capital stock of CEAC for approximately $425 million in cash
($553.5 million less assumed debt of $131.9 million plus interest
from March 31, 1995 of $3.4 million). Exide financed the
acquisition with the April 1995 issuance of $300 million of 10%
Senior Notes repayable in April 2005 and the proceeds from the
Company's December 1994 Common Stock Offering. The proceeds from
the December 1994 Common Stock Offering ($247.0 million net
of fees and expenses) were utilized to temporarily reduce the
Company's Revolving Loans under the U.S. Credit Agreement at
March 31, 1995.
The following pro forma condensed consolidated statement of
operations for the fiscal year ended March 31, 1995, gives effect
to the CEAC acquisition and the related financing thereof, as
well as the Company's acquisitions of Sociedad Espanola del
Acumulador Tudor, S.A. (Tudor) and Evanite Fiber Corporation
(Evanite), which occurred during fiscal 1995, as if all the
transactions were consummated at the beginning of the 1995 fiscal
year (April 1, 1994). The Tudor acquisition and its related
financing was completed in October 1994 and is included in
Exide's actual fiscal 1995 results for the period from October 3,
1994 through March 31, 1995. The Evanite acquisition and its
related financing was completed in February 1995 and is included
in Exide's actual fiscal 1995 results for the period from
February 28, 1995 through March 31, 1995. Therefore, in addition
to the effect of the CEAC acquisition, the pro forma condensed
consolidated statement of operations for the fiscal year ended
March 31, 1995 also illustrates the estimated effect of the Tudor
acquisition for the six-month preacquisition period from April 1,
1994 through October 2, 1994 and the Evanite acquisition for the
eleven-month preacquisition period from April 1, 1994 through
February 28, 1995.
The Tudor and Evanite acquisitions and December 1994 Common Stock
Offering were completed by March 31, 1995 and have been included
in Exide's actual balance sheet as of such date. The proforma
condensed consolidated balance sheet as of March 31, 1995 was
prepared to illustrate the effect of the CEAC acquisition and
related financing thereof as if it had occurred on March 31,
1995.
-1-
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATONS
FOR THE FISCAL YEAR ENDED MARCH 31, 1995
(Amounts in Thousands)
<TABLE>
<CAPTION>
Tudor CEAC Pro Forma
Tudor Acquisition Evanite CEAC Acquisition for the
Actual Acquisition(a) Adjustments(b) Acquisition(c) Acquisition(d) Adjustment(e) Acquisitions
---------- -------------- -------------- -------------- -------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Sales............ $1,198,546 $ 232,601 $ -- $ 43,480 $ 788,741 $ -- $ 2,263,368
Cost of Sales........ 932,866 173,598 (4,800) 32,573 581,308 -- 1,715,545
---------- -------------- -------------- -------------- -------------- ------------- ------------
Gross Profit......... 265,680 59,003 4,800 10,907 207,433 -- 547,823
---------- -------------- -------------- -------------- -------------- ------------- ------------
Selling, General
& Administrative
Expenses............ 201,518 57,505 -- 7,645 165,263 -- 431,931
Restructuring
Expenses............ -- 994 (994) -- 6,533 (6,533) --
---------- -------------- -------------- -------------- -------------- ------------- ------------
201,518 58,499 (994) 7,645 171,796 (6,533) 431,931
---------- -------------- -------------- -------------- -------------- ------------- ------------
Operating
Income (Loss)....... 64,162 504 5,794 3,262 35,637 6,533 115,892
---------- -------------- -------------- -------------- -------------- ------------- ------------
Interest Expense..... 52,565 6,505 9,800 2,089 13,465 30,900 115,324
Other (Income)
Expense............. 874 (685) 685 (1,197) 7,118 (4,543) 2,252
---------- -------------- -------------- -------------- -------------- ------------- ------------
53,439 5,820 10,485 892 20,583 26,357 117,576
---------- -------------- -------------- -------------- -------------- ------------- ------------
Income (Loss) Before
Income Taxes, Minority
Interest and
Extraordinary Loss.. 10,723 (5,316) (4,691) 2,370 15,054 (19,824) (1,684)
Income Taxes(f)...... 5,160 (218) (2,838) 948 8,303 (5,293) 6,062
---------- -------------- -------------- -------------- -------------- ------------- ------------
Income (Loss) Before
Minority Interest &
Extraordinary Loss.. 5,563 (5,098) (1,853) 1,422 6,751 (14,531) (7,746)
Minority Interest.... (1,072) (151) 310 -- (1,149) (17) (2,079)
---------- -------------- -------------- -------------- -------------- ------------- ------------
Income (Loss) before
Extraordinary Loss.. $ 4,491 $ (5,249) $ (1,543) $ 1,422 $ 5,602 $ (14,548) $ (9,825)
========== ============== ============== ============== ============== ============= ============
Earnings (Loss) per
Common Share before
Extraordinary Loss.. $ 0.28 $ (0.61)
========== ============
Weighted Average
Common Shares
Outstanding......... 16,191,075 16,191,075
========== ============
</TABLE>
-2-
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AT MARCH 31, 1995
(Amounts in Thousands)
<TABLE>
<CAPTION>
CEAC Pro Forma
CEAC Acquisition for the
Actual Acquisition (d) Adjustment (e) Acquisitions
-------- --------------- -------------- ------------
Assets
<S> <C> <C> <C> <C>
Current Assets:
Cash & Equivalants..................... $ 63,361 $ 22,244 $ -- $ 85,605
Receivables, net....................... 317,466 258,461 -- 575,927
Inventories............................ 476,481 154,444 -- 630,925
Prepaids & Other....................... 34,707 26,411 -- 61,118
Deferred Income Taxes.................. 19,388 1,501 12,300 33,189
---------- ---------- ---------- ----------
911,403 463,061 12,300 1,386,764
---------- ---------- ---------- ----------
Property, Plant & Equipment, net.......... 423,876 200,757 (40,000) 584,633
Other Assets
Goodwill............................... 185,111 144,963 174,795 504,869
Other.................................. 117,199 3,139 16,024 136,362
---------- ---------- ---------- ----------
302,310 148,102 190,819 641,231
---------- ---------- ---------- ----------
Total Assets........................ $1,637,589 $ 811,920 $ 163,119 $2,612,628
========== ========== ========== ==========
<CAPTION>
Liabilities and Common Stockholders' Equity
<S> <C> <C> <C> <C>
Current Liabilities:
Short Term Borrowings.................. $ 75,010 $ -- $ -- $ 75,010
Current Maturities of Long-Term Debt... 51,731 122,889 (117,685) 56,935
Accounts Payable....................... 191,534 130,496 -- 322,030
Accrued Expenses....................... 197,253 109,312 35,000 341,565
---------- ---------- ---------- ----------
515,528 362,697 (82,685) 795,540
---------- ---------- ---------- ----------
Long-Term Debt............................ 518,394 36,844 566,685 1,121,923
Other Noncurrent Liabilities.............. 162,891 66,086 -- 228,977
Deferred Income Taxes..................... -- 8,076 (8,076) --
Minority Interests........................ 27,546 24,471 941 52,958
Commitments and Contingencies
Common Stockholders' Equity:
Common Stock & Surplus................. 443,646 264,050 (264,050) 443,646
Retained Earnings (Deficit))........... (25,837) 88,013 (88,013) (25,837)
Other.................................. (4,579) (38,317) 38,317 (4,579)
---------- ---------- ---------- ----------
413,230 313,746 (313,746) 413,230
---------- ---------- ---------- ----------
Total Liabilities and Common
Stockholders' Equity............... $1,637,589 $ 811,920 $ 163,119 $2,612,628
========== ========== ========== ==========
</TABLE>
-3-
<PAGE>
NOTES TO PRO FORMA STATEMENTS
(a) Reflects the consolidated effect of the Tudor acquisition converted to
United States dollars. Spanish pesetas were translated to United States dollars
using the average translation rates for the six month preacquisition period
ended October 2, 1994(132.82).
(b) Reflects the acquisition adjustments related to the Tudor acquisition
including (1) borrowing approximately $250 million under the Credit Agreement
and $89.5 million in letters of credit at average rates of 6.28% and 2.125%,
respectively, for the six month preacquisition period ended October 2, 1994, (2)
the amortization of deferred financing costs (included in Exide's actual
results) over principally 5 years (included in interest expense), (3)
recognition of $106.3 million of goodwill from the acquisition and related
amortization over 40 years, (4) the reduction in depreciation expense of $6.0
million related to the fair market value remeasurement of property, plant and
equipment for the six months ended October 2, 1994, (5) the recognition of the
loss attributable to the minority shareholders interests (5.6%), and (6) the
elimination of the restructuring charges incurred by Tudor during the six months
ended October 2, 1994 of $1.0 million.
(c) Reflects the consolidated effect and related acquisition adjustments of
the Evanite acquisition. The adjustments for Evanite relate to (1) borrowing
approximately $35.4 million under the Credit Agreement at the average rate of
5.69% for the period from April 1, 1994 to February 22, 1995 (the preacquisition
period) (2) the elimination of $325,000 of cost of goods sold and $675,000 of
selling, general and administrative expense for the related nonrecurring costs
incurred in the preacquisition period, and (3) the elimination of approximately
$25 million for the preacquisition period of Evanite's sales which are
"intercompany" sales.
(d) Reflects the consolidated effect of the CEAC acquisition, including its
acquisition of a 95% interest in CENTRA, converted to United States dollars.
French francs were translated to United States dollars using the average
translation rates for the fiscal year ended March 31, 1995 (5.3717). The balance
sheet as of March 31, 1995 was translated to United States dollars using the
March 31, 1995 spot rate (4.804).
(e) Reflects the acquisition adjustments related to the CEAC acquisition
including (1) borrowing approximately $149.0 million under the Credit Agreement
at 7.057% for the fiscal year ended March 31, 1995, (2) utilizing the $247.0
million of net proceeds from the Company's December 1994 Common Stock Offering,
(3) borrowing $300.0 million pursuant to the 10% Senior Notes issued in April
1995, (4) refinancing existing CEAC debt of approximately $150 million with
borrowings under a new European Facilities Agreement, (5) the recognition and
amortization of $174.8 million of additional goodwill over 40 years, (6) the
reduction of property, plant and equipment for $40 million related to the
remeasurement to fair market value and the related reduction of depreciation
expense of $4.7 million, (7) the elimination of the restructuring charges
incurred by CEAC during the twelve months ended March 31, 1995 of $6.5 million,
(8) the recognition of a $35 million restructuring reserve as of March 31, 1995,
(9) the recognition of a noncurrent deferred tax benefit of $14 million (of
which $8.1 million reduces the noncurrent deferred income tax liability) related
to the remeasurement of property, plant and equipment and a $12.3 million
current deferred tax benefit attributable to the restructuring reserves, (10)
recognition of CEAC's pro forma net worth attributable to minority interests,
and (11) the elimination of common stock and surplus and retained earnings.
(f) Reflects the adjustment of income taxes (using an estimated combined
federal and state rate of 40% for United States entities, an estimated rate of
35% for CEAC and Tudor) as a result of the pro forma adjustments described in
these notes.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EXIDE CORPORATION
-----------------
(Registrant)
Date: July 31, 1995 By: /s/ ALAN E. GAUTHIER
------------- ----------------------------
Alan E. Gauthier
Executive Vice President
and Chief Financial Officer
-5-
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
----------------------------------------------------
1994 1994 1993 1992
NOTES U.S.$(1) FF FF FF
----- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
<S> <C> <C> <C> <C> <C>
Net sales................................................... 865,494 4,157,832 3,891,973 4,155,613
Cost of sales............................................... 630,868 3,030,691 2,760,502 2,945,749
---------- ---------- ---------- ----------
Gross profit................................................ 234,626 1,127,141 1,131,471 1,209,864
Selling and advertising expense............................. 107,914 518,419 523,411 520,232
General and administrative expense.......................... 62,852 301,942 287,059 327,918
Research and development expense............................ 15,082 72,452 71,096 70,578
Other operating expense (income), net....................... 4 8,554 41,095 21,326 63,468
---------- ---------- ---------- ----------
Operating income............................................ 40,224 193,233 228,579 227,668
Other (income) expense:
Interest.................................................... 15,271 73,360 94,238 126,996
Foreign exchange loss (gain)................................ 1,423 6,834 2,351 8,728
(Gain) loss on sale of fixed assets/investments............. 5,080 24,403 (32,220) (10,872)
Other expense (income), net................................. 8 -- -- 25,853 (161)
---------- ---------- ---------- ----------
Income before income taxes and minority
interest................................................... 18,450 88,636 138,357 102,977
Provision for income taxes.................................. 9 (11,029) (52,983) (35,561) (57,384)
Minority interest........................................... (1,406) (6,756) (3,923) (6,387)
---------- ---------- ---------- ----------
Net income.................................................. 6,015 28,897 98,873 39,206
========== ========== ========== ==========
Net income per share........................................ 0.29 1.37 4.70 2.23
========== ========== ========== ==========
Weighted average number of common shares
outstanding................................................ 21,051,836 21,051,836 21,051,836 17,552,052
========== ========== ========== ==========
</TABLE>
- --------
(1) The financial information expressed in U.S. dollars is presented solely for
the convenience of the reader and is translated from French francs at the
noon buying rate in New York on March 31, 1995, which was 4.804 French
francs for each U.S. dollar.
See notes to the consolidated financial statements.
F-1
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------
1994 1994 1993
NOTES U.S.$(1) FF FF
----- -------- --------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash.................................... 21,959 105,489 90,727
Receivables, net........................ 5 306,698 1,473,375 1,405,370
Inventories............................. 6 136,323 654,894 558,037
Prepaid expenses and other.............. 21,822 104,835 148,483
Deferred income taxes................... 9 418 2,010 7,513
------- --------- ---------
Total current assets.................. 487,220 2,340,603 2,210,130
Property, plant and equipment:
Land.................................... 11,300 54,284 54,129
Buildings and improvements.............. 123,883 595,133 571,342
Machinery and equipment................. 386,737 1,857,884 1,775,235
Construction in progress................ 20,615 99,035 110,812
------- --------- ---------
542,535 2,606,336 2,511,518
Less: Accumulated depreciation............ 330,828 1,589,298 1,467,214
------- --------- ---------
Property, plant and equipment, net.... 211,707 1,017,038 1,044,304
Other assets:
Goodwill and other intangible assets.... 7 149,923 720,230 690,548
Investments in unconsolidated
subsidiaries........................... 8 1,396 6,705 93,274
Other................................... 1,818 8,735 7,570
------- --------- ---------
Total assets.......................... 852,064 4,093,311 4,045,826
======= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank overdraft and short-term
borrowings............................. 110,902 532,773 567,356
Current maturities of long-term debt.... 11 19,289 92,664 117,520
Accounts payable........................ 148,110 711,521 572,909
Accrued payroll......................... 20,667 99,283 94,076
Product warranty reserve................ 18,057 86,748 83,281
Accrued interest........................ 1,784 8,571 7,178
Other accrued expenses.................. 10 62,127 298,460 404,096
------- --------- ---------
Total current liabilities............. 380,936 1,830,020 1,846,416
Long-term debt............................ 11 41,999 201,761 226,601
Other noncurrent liabilities.............. 13 68,815 330,587 281,697
Deferred income taxes..................... 9 8,647 41,539 33,587
Commitments and contingencies............. 14
Minority interest......................... 27,001 129,711 102,858
Common stockholders' equity:
Common stock, FF 12 par value,
21,051,836 shares issued............... 52,586 252,622 252,622
Additional paid-in capital.............. 211,464 1,015,872 1,015,872
Retained earnings....................... 90,229 433,459 407,201
Cumulative translation adjustment....... (29,613) (142,260) (121,028)
------- --------- ---------
Total common stockholders' equity..... 324,666 1,559,693 1,554,667
------- --------- ---------
Total liabilities and common stockholders'
equity................................... 852,064 4,093,311 4,045,826
======= ========= =========
</TABLE>
- --------
(1) The financial information expressed in U.S. dollars is presented solely for
the convenience of the reader and is translated from French francs at the
noon buying rate in New York on March 31, 1995, which was 4.804 French
francs for each U.S. dollar.
See notes to the consolidated financial statements.
F-2
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
FOREIGN
ADDITIONAL CURRENCY
NUMBER OF COMMON PAID-IN RETAINED TRANSLATION
SHARES STOCK CAPITAL EARNINGS ADJUSTMENT TOTAL
ISSUED FF FF FF FF FF
---------- ------- ---------- -------- ----------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1991.......... 16,272,281 195,267 643,067 324,910 (19,995) 1,143,249
Net income for 1992.................... 39,206 39,206
Dividends declared (2)................. (34,736) (34,736)
Change in foreign currency
translation........................... (85,743) (85,743)
Increase in capital.................... 4,779,555 57,355 372,805 430,160
---------- ------- --------- ------- -------- ---------
Balances at December 31, 1992.......... 21,051,836 252,622 1,015,872 329,380 (105,738) 1,492,136
Net income for 1993.................... 98,873 98,873
Dividends declared (2)................. (21,052) (21,052)
Change in foreign currency
translation........................... (15,290) (15,290)
---------- ------- --------- ------- -------- ---------
Balances at December 31, 1993.......... 21,051,836 252,622 1,015,872 407,201 (121,028) 1,554,667
Net income for 1994 ................... 28,897 28,897
Others................................. (2,639) (2,639)
Change in foreign currency
translation........................... (21,232) (21,232)
---------- ------- --------- ------- -------- ---------
Balances at December 31, 1994.......... 21,051,836 252,622 1,015,872 433,459 (142,260) 1,559,693
========== ======= ========= ======= ======== =========
Balances at December 31, 1994
(in thousands of U.S. dollars) (1).... 52,586 211,464 90,229 (29,613) 324,666
======= ========= ======= ======== =========
</TABLE>
- --------
(1) The financial information expressed in U.S. dollars is presented solely for
the convenience of the reader and is translated from French francs at the
noon buying rate in New York on March 31, 1995, which was 4.804 French
francs for each U.S. dollar.
(2) Dividends declared represent dividends proposed by the Board of Directors
but not yet paid as of year end.
See notes to the consolidated financial statements.
F-3
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------
1994 1994 1993 1992
--------- -------- -------- --------
U.S.$ (1) FF FF FF
--------- -------- -------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C>
CASH FLOWS PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Net income............................. 6,015 28,897 98,873 39,206
Adjustments to reconcile net income
to cash provided by operating
activities:
Depreciation and amortization....... 55,966 268,858 260,620 264,265
Deferred income taxes............... 2,627 12,619 3,421 20,272
Minority interest................... 1,406 6,756 3,923 6,387
Provision for losses on accounts
receivable......................... (1,154) (5,545) (17,046) 8,209
(Gain) loss on sale of fixed
assets/investments................. 5,080 24,403 (32,220) (10,872)
Other, net.......................... (3,673) (17,643) (32,579) 49,386
Changes in assets and liabilities
excluding effects of acquisitions
and divestitures:
Receivables......................... (15,076) (72,423) (118,112) 101,590
Inventories......................... (14,050) (67,494) 106,018 (8,803)
Prepaid expenses and other.......... 9,960 47,850 (14,713) (26,621)
Accounts payable and accrued
expenses........................... 25,207 121,096 (25,302) 64,164
Other, net.......................... (18,169) (87,288) 121,923 6,528
------- -------- -------- --------
Net cash provided by operating
activities....................... 54,139 260,086 354,806 513,711
CASH FLOWS PROVIDED BY (USED IN)
INVESTING ACTIVITIES
Capital expenditures................... (40,209) (193,163) (292,137) (195,442)
Cash paid for acquired businesses, net
of cash acquired...................... (12,333) (59,249) (11,053) (636,560)
Proceeds from sale of property, plant
and equipment......................... 20,023 96,191 47,859 17,890
------- -------- -------- --------
Net cash used in investing
activities....................... (32,519) (156,221) (255,331) (814,112)
CASH FLOWS PROVIDED BY (USED IN)
FINANCING ACTIVITIES
Additions to long-term debt............ 14,626 70,261 52,095 210,771
Payments on long-term debt............. (23,430) (112,560) (180,550) (259,346)
Increase in capital.................... -- -- -- 430,160
Increase in capital subscribed by
minority interests in subsidiaries.... -- -- -- 51,045
Dividends paid......................... (4,382) (21,052) (34,736) (24,408)
Increase (decrease) in bank overdraft
and short-term borrowings............. (5,506) (26,449) 84,955 (90,851)
Other, net............................. 610 2,931 (2,360) 2,017
------- -------- -------- --------
Net cash provided by (used in)
financing activities............. (18,082) (86,869) (80,596) 319,388
Effects of exchange rate changes
on cash.......................... (465) (2,234) (1,369) (9,600)
------- -------- -------- --------
NET INCREASE (DECREASE) IN CASH........ 3,073 14,762 17,510 9,387
CASH, BEGINNING OF YEAR................ 18,886 90,727 73,217 63,830
------- -------- -------- --------
CASH, END OF YEAR...................... 21,959 105,489 90,727 73,217
======= ======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest.............................. 17,480 83,972 102,926 143,376
Income taxes.......................... 11,406 54,793 37,957 51,870
</TABLE>
- --------
(1) The financial information expressed in U.S. dollars is presented solely for
the convenience of the reader and is translated from French francs at the
noon buying rate in New York on March 31, 1995, which was 4.804 French
francs for each U.S. dollar.
See notes to the consolidated financial statements.
F-4
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(ALL AMOUNTS EXPRESSED IN THOUSANDS OF FRENCH FRANCS, UNLESS OTHERWISE NOTED,
EXCEPT SHARE AND PER-SHARE DATA)
1. ACCOUNTING POLICIES
1.1 BASIS OF PRESENTATION
The consolidated financial statements of Compagnie Europeenne d'Accumulateurs
("CEAC" or "the Group") have been prepared in accordance with French accounting
regulations, applied on a consistent basis for the periods presented. The
French accounting principles used, described below, differ in certain respects
from generally accepted accounting principles in the United States. The
differences with regard to net income and stockholders' equity are presented in
Note 2.
The financial statements presented have been prepared based on the published
financial statements of the Group for the three years ended December 31, 1994,
restated, to reflect, on a consistent basis throughout the period, certain
accounting changes made during the three year period, and also to deconsolidate
the effect of Compagnie Francaise d'Electro-chimie ("CFEC") (see Note 3).
The financial information expressed in U.S. dollars is presented solely for
the convenience of the reader and is translated from French francs at the noon
buying rate in New York on March 31, 1995, which was 4.804 French francs for
each U.S. dollar.
1.2 PRINCIPLES OF CONSOLIDATION
The financial statements of CEAC and its majority owned subsidiaries are
included in the consolidated financial statements. All other investments are
carried at cost less any provisions deemed necessary.
1.3 FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION OF THE FINANCIAL STATEMENTS
OF FOREIGN SUBSIDIARIES
At year-end, the monetary balances denominated in foreign currencies are
translated at the closing rates. The resulting foreign exchange differences
together with the exchange gains and losses on transactions in foreign
currencies for the year are recognized as income.
When translating the foreign currency financial statements of subsidiaries to
French francs, year end rates are applied to asset and liability accounts,
while average annual rates are applied to income statement accounts.
Adjustments resulting from this process are also reflected in the separate
components of stockholders' equity and do not affect net income.
1.4 RESEARCH, DEVELOPMENT AND START-UP COSTS
Research, development and start-up costs are expensed as incurred.
1.5 INVENTORIES
Inventories are stated at the lower of cost or market value with cost
determined principally on the first in, first-out (FIFO) method. Costs include
material labor and manufacturing overhead and exclude general, financial and
selling costs. Slow moving inventories and potentially obsolete items are
written down to reflect possible loss of value.
F-5
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
1.6 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost and includes buildings
acquired under capital lease arrangements. Depreciation is based on the
straight-line method over the estimated useful lives of depreciable assets.
Depreciation of capital leases is included in depreciation expense. Estimated
useful lives of depreciable assets, by stock, are as follows:
<TABLE>
<S> <C>
Buildings and
improvements............. 20 to 40 years
Machinery and equipment... 3 to 10 years
</TABLE>
1.7 GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and other intangible assets consist primarily of goodwill resulting
from acquisitions, and also include patents and know how, and trademarks.
Goodwill is amortized based on its estimated useful lives not exceeding 20
years.
1.8 REVENUE RECOGNITION
The Group records revenue upon shipment or transfer of title to customer.
1.9 INCOME TAXES
The Group provides for deferred income taxes on temporary differences between
financial and tax reporting. Tax losses carried forward are only recognized to
the extent of a deferred tax liability within the same fiscal entity. The Group
uses the liability method under which deferred taxes are calculated applying
legislated tax rates in effect when the temporary differences will reverse.
1.10 NET INCOME PER SHARE
Net income per share is calculated using the weighted average number of
shares outstanding during the year.
1.11 PENSION PLANS AND TERMINATION INDEMNITIES
The Group maintains pension plans in various countries as prescribed by local
laws and customs. Contributions, based on salaries, are made to the national
organizations responsible for the payments of pensions. There is no additional
liability for these plans.
Certain subsidiaries, however, have supplemental pension plans.
The actuarial obligation for these plans has been recorded as a liability,
the computation based on an actuarial evaluation giving consideration to
estimated salary changes, age at retirement and return on investments.
1.12 WARRANTY COSTS
The Group recognizes the estimated cost of warranty obligations in the period
in which the related products are sold.
1.13 CASH
Cash for the purpose of reporting cash flows for all periods presented
consists of cash on deposit at banks.
F-6
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
1.14 BANK OVERDRAFT AND SHORT-TERM BORROWINGS
Bank overdraft and short term borrowings for the purpose of reporting cash
flows for all periods presented include amounts due to banks or related parties
(see Note 16) maturing within 90 days of borrowing date.
2. SIGNIFICANT DIFFERENCES BETWEEN FRENCH AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES
The CEAC financial statements comply with French accounting regulations which
differ in certain respects from those applicable in the United States. The
significant differences that affect the consolidated net income and
stockholders' equity of CEAC are described below:
(a) Acquisition Accounting
As discussed in Note 3, the acquisition of CENTRA was not finalized until
October 1994, however, the operations of CENTRA have been included in the
operations of the Group as of January 1, 1994. Under U.S. GAAP, the operations
of CENTRA would have been included in the Group's operations from the date of
consummation of purchase. This difference does not have a significant effect on
net income for the year ended December 31, 1994, and is therefore excluded from
the reconciliation between U.S. GAAP and French accounting regulations. The
preacquisition sales and operating income for the nine month period ended
September 30, 1994 recorded by the Group amounted to approximately FF 160,000,
and FF 2,900, respectively.
Regarding the acquisition of the Sonnenschein Group, FF 15,311 of the
purchase price was allocated to land which had been valued net of estimated
future environmental costs. Under U.S. GAAP, acquired land would have been
stated at its gross value and a provision for environmental liabilities
recorded. In subsequent periods, environmental costs incurred would have
reduced this provision rather than being recognized as a period expense.
Also under U.S. GAAP, certain deferred tax balances existing as of the
acquisition dates would have been recorded as part of purchase accounting for
acquired businesses.
(b) Restructuring Costs
In 1992, the Group recorded a restructuring provision amounting to FF 25,000
based on a sector-wide strategy to reduce manufacturing capacity (see Note 4).
Under U.S. GAAP, restructuring provisions may only be recorded to recognize
current liabilities or impairment of existing assets. As of December 31, 1992,
management had not specifically identified the nature or location of the
restructuring measures to be adopted.
(c) Income Taxes
The Group records deferred taxes on the liability method but only recognizes
deferred tax assets to the extent of liabilities within the same tax
jurisdiction. The United States deferred tax regulations are more specific as
to recognition of deferred taxation in general and in particular permit the
recording of tax assets when their recovery is considered to be "more likely
than not."
(d) Leasing
As described in Note 1.6, the Group records lease transactions that
incorporate substantially all of the normal risks and rewards of ownership, as
part of Property, Plant and Equipment. U.S. GAAP includes a
F-7
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
number of restrictive criteria to determine if a lease should be considered to
be of a capital or operating nature.
During 1994 the Group entered into an arrangement to finance its new
corporate headquarters at Gennevilliers for an amount of around 90 MFF.
Under U.S. GAAP this lease would have been considered as a capital lease;
however the restatement as compared with the Group's treatment as an operating
lease would neither impact shareholders' equity nor income in 1994.
RECONCILIATION TO U.S. GAAP
The following is a summary of the significant adjustments to net income for the
years ended December 31, 1994, 1993 and 1992, and to stockholders' equity as of
December 31, 1994 and 1993, which would be required if United States GAAP had
been applied instead of French GAAP.
<TABLE>
<CAPTION>
For the Year ended December 31,
- -------------------------------------------------------------------------------
1994 1994 1993 1992
Notes U.S.$ (1) FF FF FF
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net income as reported in the
consolidated income statements under
French GAAP 6,015 28,897 98,873 39,206
Adjustments to conform with United
States GAAP:
Acquisition accounting a) (1,277) (6,136) 5,066 10,159
Restructuring costs b) -- -- (25,000) 25,000
Income taxes c) (12) (59) (3,743) (1,420)
----------------------------------------
Estimated net income in accordance
with United States GAAP 4,726 22,702 75,196 72,945
========================================
Estimated net income per share in
accordance with
United States GAAP 0.22 1.08 3.57 4.16
========================================
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
- ------------------------------------------------------------------------------
1994 1994 1993
Notes U.S.$ (1) FF FF
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stockholders' equity as reported under
French GAAP 324,666 1,559,693 1,554,667
Adjustments to conform with United States
GAAP:
Acquisition accounting a) 1,892 9,089 15,225
Restructuring costs b) -- --
Income taxes c) 640 3,075 3,134
-----------------------------------
Estimated stockholders' equity in accor-
dance with
United States GAAP 327,198 1,571,857 1,573,026
===================================
</TABLE>
- --------------------------------------------------------------------------------
(1) The financial information expressed in United States dollars is presented
solely for the convenience of the reader and is translated from French
francs at the noon buying rate in New York on March 31, 1995, which was
4.804 French francs for each United States dollar.
3. SIGNIFICANT ACQUISITIONS AND DIVESTITURES
In January 1992, the Group acquired all of the capital stock of Sinac Srl
("Sinac") for a total price of FF 326,922 in cash. Sinac, an Italian company
formed from the battery division of Magneti Marelli, has two
F-8
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
subsidiaries: CGA, SPA, an industrial battery manufacturer, and York, SPA, an
automotive battery manufacturer. The acquisition was accounted for using the
purchase method and goodwill of FF 302,593 resulting from the excess of
purchase price over assets acquired and liabilities assumed is being amortized
on a straight line basis over 20 years. The operations of Sinac have been
included in the operations of the Group from the date of acquisition.
In January, 1992, the Group acquired from Magneti Marelli, a subsidiary of
Fiat, the French company, CFEC Finances, S.A. and its 75.4% owned subsidiary,
CFEC, S.A. (together referred to as "CFEC") for FF 99,620 in cash. CFEC
manufactures and distributes mainly automotive batteries. This transaction was
subject to a decision by the Commission of the European Economic Community
taken in 1991 which required the Fiat Group to reduce its indirect interest in
CFEC to 10%. Fiat had expected that the Commission would alter its original
decision dated May 29, 1991. However, it was required to place 65% of CFEC
shares in escrow, reducing its membership on the Board of CFEC and implement
the sale process. In an agreement dated June 15, 1993, Credit Suisse First
Boston ("CSFB") and CSFB UK Nominees Limited were irrevocably appointed to
respectively act as escrow agent for 65% of the issued share capital of CFEC
("Escrow Shares") and undertake the divestiture of the Escrow Shares subject to
certain terms and conditions. CFEC was not consolidated for any of the periods
presented pending the outcome of this procedure. In 1993, the carrying value of
the investment in CFEC was written down by FF 30,000 to its anticipated sales
value. In September 1994, CFEC was finally sold for FF 58,788 resulting in a
loss on the sale, after including related selling costs, of FF 34,052.
In November 1993, the Group acquired 50% of the shares of the Turkish company
Inci Aku, A.S., an automotive battery manufacturer and distributor for FF
11,126 in cash. The acquisition was accounted for using the purchase method and
goodwill of FF 10,424 resulting from the excess of purchase price over assets
acquired and liabilities assumed is being amortized on a straight-line basis
over 20 years.
In October 1994, the Group acquired a 75% equity interest in a Polish
company, CENTRA S.A. ("CENTRA"), for FF 60,476 in cash. CENTRA manufactures
mainly automotive batteries which are distributed in Poland. The acquisition
was accounted for using the purchase method and goodwill of FF 86,170 resulting
from the excess of purchase price over assets acquired and liabilities assumed
is being amortized on a straight-line basis over 20 years. Although the
acquisition was not finalized until October 1994, the operations of CENTRA have
been included in the operations of the Group as of January 1, 1994 (see Note
2). A further 20% equity interest in CENTRA was acquired in February 1995.
4. OTHER OPERATING EXPENSE (INCOME)
The components of other operating expense (income) for the year ended
December 31, 1994, 1993 and 1992, are as follows:
<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Restructuring costs.................................. 36,568 16,728 51,567
Other operating expense (income)..................... 4,527 4,598 11,901
------ ------ ------
41,095 21,326 63,468
====== ====== ======
</TABLE>
Restructuring costs relate primarily to termination costs and write-off of
fixed assets. In 1992, the Group recorded a restructuring provision amounting
to FF 25,000 as a result of its sector wide strategy to reduce manufacturing
capacity.
F-9
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
5. RECEIVABLES
The components of accounts receivable and the related allowance for doubtful
accounts as of December 31, 1994 and 1993, are as follows:
<TABLE>
<CAPTION>
1994 1993
--------- ---------
<S> <C> <C>
Accounts receivable................................... 1,585,566 1,516,573
Less: allowance for doubtful accounts................. 112,191 111,203
--------- ---------
1,473,375 1,405,370
========= =========
</TABLE>
The Group's customers are not concentrated in any specific geographic region.
No single customer accounted for a significant amount (greater than 10%) of the
Group's sales and there were no significant accounts receivable (greater than
10%) from a single customer. The Group establishes an allowance for doubtful
accounts based upon factors surrounding the credit risk of specific customers
and other information.
6. INVENTORIES
The components of inventories as of December 31, 1994 and 1993 are as
follows:
<TABLE>
<CAPTION>
1994 1993
------- -------
<S> <C> <C>
Raw materials and supplies................................ 145,597 109,407
Work in progress.......................................... 137,193 135,583
Finished goods............................................ 372,104 313,047
------- -------
654,894 558,037
======= =======
</TABLE>
7. GOODWILL AND OTHER INTANGIBLE ASSETS
The components of goodwill and other intangibles as of December 31, 1994 and
1993, are as follows:
<TABLE>
<CAPTION>
COST AMORTIZATION NET BOOK VALUE
------- ------------ --------------
<S> <C> <C> <C>
1994
Goodwill
CMP..................................... 205,882 56,621 149,261
ATSA.................................... 38,379 9,622 28,757
Sonnenschein............................ 199,371 39,874 159,497
Sinac and other Italian subsidiaries.... 305,122 46,009 259,113
Safo.................................... 4,683 703 3,980
Inci Aku................................ 10,494 1,049 9,445
Centra.................................. 86,170 4,308 81,862
------- ------- -------
Subtotal.............................. 850,101 158,186 691,915
Patents and know-how...................... 52,225 41,657 10,568
Trademarks................................ 27,689 9,945 17,744
Other intangible assets................... 7,325 7,322 3
------- ------- -------
937,340 217,110 720,230
======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
COST AMORTIZATION NET BOOK VALUE
------- ------------ --------------
<S> <C> <C> <C>
1993
Goodwill
CMP..................................... 214,452 48,831 165,621
ATSA.................................... 38,203 7,668 30,535
Sonnenschein............................ 197,084 29,563 167,521
Sinac and other Italian subsidiaries.... 305,122 30,755 274,367
Safo.................................... 4,761 476 4,285
Inci Aku................................ 10,494 525 9,969
------- ------- -------
Subtotal.............................. 770,116 117,818 652,298
Patents and know-how...................... 54,296 37,802 16,494
Trademarks................................ 28,671 6,915 21,756
Other intangible assets................... 7,310 7,310 --
------- ------- -------
860,393 169,845 690,548
======= ======= =======
</TABLE>
F-10
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Amortization of goodwill and other intangibles amounted to FF 50,395, FF
47,417, and FF 49,782 for the years ended December 31, 1994, 1993 and 1992,
respectively, and is included in general and administrative expense.
8. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES
The investments in unconsolidated subsidiaries balance as of December 31,
1994 and 1993, consists of the following:
<TABLE>
<CAPTION>
1994 1993
----- -------
<S> <C> <C>
CFEC, at cost.............................................. -- 116,653
Less: provision to record investment at net realizable
value..................................................... -- 30,071
----- -------
CFEC, at anticipated net realizable value.................. -- 86,582
Others..................................................... 6,705 6,692
----- -------
6,705 93,274
===== =======
</TABLE>
Until 1993, investments in unconsolidated subsidiaries consisted primarily of
the investment in CFEC. The investment in CFEC includes an amount of FF 17,033,
which resulted from a capital increase subscribed by CEAC in December 1992. As
discussed in Note 3, CEAC was required, based upon a decision by the Commission
of the European Economic Community, to dispose of this investment. In 1993, a
provision of FF 30,000 was recorded to value this investment at the lower of
acquisition cost or anticipated net realizable value, and is included in other
expenses. As mentioned in Note 3, the sale of CFEC occurred in September 1994.
9. INCOME TAXES
The provision for income taxes includes French and foreign taxes currently
payable and those deferred because of temporary differences between the
financial statement and tax basis. The components of the provision for income
taxes for the years ended December 31, 1994, 1993 and 1992, are as follows:
<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Current.............................................. 40,364 32,140 37,112
Deferred............................................. 12,619 3,421 20,272
------ ------ ------
Total provisions................................. 52,983 35,561 57,384
====== ====== ======
</TABLE>
The provision for income taxes for the years ended December 31, 1994, 1993
and 1992 varies from the amount determined by applying the French statutory
rate to pretax income as a result of the following:
<TABLE>
<CAPTION>
PERCENT OF PRETAX
INCOME
--------------------
1994 1993 1992
----- ------ -----
<S> <C> <C> <C>
French statutory rate.............................. 33.33% 33.33% 34.00%
Difference in tax rates for foreign subsidiaries... 6.14 -- 5.50
Subsidiaries' operating losses..................... (2.12) (15.00) 6.20
Permanent differences between financial and taxable
income............................................ 7.54 (0.63) --
Permanent difference-goodwill...................... 11.50 8.00 10.00
----- ------ -----
Effective tax rate................................. 56.39% 25.70% 55.70%
===== ====== =====
</TABLE>
F-11
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The following is a summary of the significant components of the Group's
deferred tax assets and liabilities as of December 31, 1994:
<TABLE>
<CAPTION>
DEFERRED TAX
ASSETS/(LIABILITIES)
--------------------
<S> <C>
Difference between book and tax depreciation......... (68,198)
Regulated provision.................................. (16,639)
Pension.............................................. 7,420
Restructuring costs.................................. 7,167
Operating loss....................................... 9,994
Inventory basis difference........................... 8,968
Other................................................ 11,759
-------
(39,529)
=======
</TABLE>
As of December 31, 1994, the Group has net operating loss carryforwards for
income tax purposes of approximately FF 489,579. Of this amount, FF 440,147 may
be carried forward without limit and FF 49,432 will expire through the year
2005.
10. OTHER ACCRUED EXPENSES
The components of other accrued expenses as of December 31, 1994 and 1993,
are as follows:
<TABLE>
<CAPTION>
1994 1993
------- -------
<S> <C> <C>
Amounts due to/for:
Social security......................................... 57,918 54,155
Miscellaneous taxes..................................... 92,386 103,859
Suppliers of fixed assets............................... 30,973 100,940
Other creditors and sundry debts........................ 117,183 145,142
------- -------
298,460 404,096
======= =======
</TABLE>
11. LONG-TERM DEBT
Following is a summary of the Group's long-term debt as of December 31, 1994
and 1993:
<TABLE>
<CAPTION>
1994 1993
------- -------
<S> <C> <C>
Related party loan, at three-month Libor plus .25% (7.67%), due
in 1997 (see Note 16)......................................... 117,010 139,116
Bank loan, at 4.1%, payable in semi-annual installments of
principal and interest through 2002, secured by fixed assets.. 54,644 84,836
Bank loan, at 11.02%, due in 1994.............................. -- 17,225
Bank loan, at 8.75% due in 1995................................ 32,990 --
Revolving credit agreement, at prime rate plus .5% (7.01%),
payable in three installments of principal and interest
through 1996, secured by fixed assets......................... 11,210 16,327
Bank loan, at 6.6%, payable in five installments of principal
and interest through 1999, secured by fixed assets............ 11,910 16,308
Revolving credit agreement, at 9%, payable in two installments
of principal and interest through 1996, secured by fixed
assets........................................................ 8,407 12,246
Bank loan at 11.38%, due in 1994............................... -- 10,335
Bank loan at 8.75% due in 1995................................. 16,495 --
Bank loan at 3.7% payable in semi-annual installments from 1997
through 2004.................................................. 16,178 --
Other bank loans at interest rates ranging from 4.35% to 25%... 10,038 31,121
Capital lease obligations (see Note 14)........................ 15,543 16,607
------- -------
294,425 344,121
Less: current maturities....................................... 92,664 117,520
------- -------
201,761 226,601
======= =======
</TABLE>
F-12
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Annual principal payments required under long term debt obligations as of
December 31, 1994 are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, AMOUNT
----------------------- -------
<S> <C>
1995............................. 92,664
1996............................. 25,189
1997............................. 129,497
1998............................. 8,991
1999............................. 8,286
2000 and thereafter.............. 29,798
-------
294,425
=======
</TABLE>
The breakdown by currency of the Group's long-term debt as of December 31,
1994 and 1993, are as follows:
<TABLE>
<CAPTION>
1994 1993
------- -------
<S> <C> <C>
British pound............................................. 117,010 139,116
Deutschmark............................................... 68,695 114,054
Belgian franc............................................. 21,086 32,872
Italian lira.............................................. 65,777 27,753
French franc.............................................. 21,711 27,244
Other currencies.......................................... 146 3,082
------- -------
294,425 344,121
======= =======
</TABLE>
The Group has an outstanding line of credit of 400,000 Belgian francs with a
bank for an undefined period, of which 283,333 Belgian francs is unused at
December 31, 1994.
12. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Group's financial instruments consist primarily of cash, trade
receivables, trade payables and debt instruments. The book value of cash, trade
receivables and trade payables are considered to be representative of their
respective fair values. The fair value of the debt instruments as of December
31, 1994 and 1993, approximate their book value.
13. OTHER NONCURRENT LIABILITIES
The components of other noncurrent liabilities as of December 31, 1994 and
1993, are as follows:
<TABLE>
<CAPTION>
1994 1993
------- -------
<S> <C> <C>
Accrued pension costs and termination indemnities (see
Note 15)............................................... 188,723 177,175
Other................................................... 141,864 104,522
------- -------
330,587 281,697
======= =======
</TABLE>
F-13
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
14. COMMITMENTS AND CONTINGENCIES
Leases not capitalized
Following is a summary of future minimum payments under capital and operating
leases that have initial or remaining noncancelable lease terms in excess of
one year at December 31, 1994:
<TABLE>
<CAPTION>
HEADQUARTERS'
YEAR ENDED DECEMBER 31, BUILDING OTHERS
----------------------- ------------- -------
<S> <C> <C>
1995................................................ 10,380 65,237
1996................................................ 10,119 50,948
1997................................................ 9,858 30,744
1998................................................ 9,597 12,326
1999................................................ 9,336 6,517
2000 and thereafter................................. 108,696 33,282
------- -------
Total minimum lease payments........................ 157,986 199,054
=======
Less: interest portion of lease payments............ 92,386
-------
Present value of minimum lease payments............. 65,600
=======
</TABLE>
Lease expense amounted to FF 49,109, FF 58,429 and FF 60,787 for the years
ended December 31, 1994, 1993 and 1992, respectively.
Guarantees
At December 31, 1994, the Group had contingent liabilities amounting to FF
83,362 in respect of performance bonds and other guarantees given in the normal
course of business.
Capital Commitments
The Group is committed to invest FF 129,682 concerning CENTRA operations over
five years as part of the acquisition agreement.
Litigation
The Group is subject to certain legal proceedings and claims arising in
connection with its business. It is management's opinion that the ultimate
resolution of the aforementioned claims will not have a material adverse effect
on the Group's consolidated financial position.
Environmental Matters
The Group is subject to loss contingencies pursuant to environmental laws and
regulations that in the future may require the Group to take action to correct
or ameliorate the effects on the environment of its battery operations.
Management does not believe that environmental contingencies will have a
material adverse effect on the Group's financial position or results of
operations.
15. PENSION PLANS AND TERMINATION INDEMNITIES
The Group's most significant retirement plans concern subsidiaries located in
France, Italy, Germany and the United Kingdom as described below. The various
pension plans of the Group are regularly evaluated by independent actuaries.
France
In France, legislation requires that lump sum retirement indemnities be paid
to all employees based upon their years of service, and compensation at
retirement. The actuarial liability of this unfunded obligation at
F-14
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
December 31, 1994 and 1993, is FF 22,200 and FF 21,400, respectively, and is
included in other long-term liabilities for its total amount.
Italy
In Italy, termination indemnities are provided for all employees and are
calculated based upon their years of service, employment category and
remuneration. There is no vesting period or funding policy associated with the
liability. The liability for termination indemnities as of December 31, 1994
and 1993, was FF 73,545 and FF 73,686, respectively, and the related expense
for the years ended December 31, 1994, 1993 and 1992, was FF 10,256, FF 16,165,
and FF 8,835, respectively.
Germany
In Germany, various defined benefit pension plans are provided for all
employees based upon years of service. These plans are unfunded. The projected
benefit obligations are calculated based on certain assumptions regarding the
discount rate, the rate of compensation increases and the rate of pension
increases. The projected benefit obligations as of December 31, 1994 and 1993,
totalled approximately FF 77,038 and FF 71,997, respectively. The pension
liability accrued in the balance sheet as of December 31, 1994 and 1993,
totalled FF 77,861 and FF 73,280, respectively, and is included in other
noncurrent liabilities. The pension cost for the years ended December 31, 1994,
1993 and 1992, was FF 2,852, FF 3,744, and FF 4,205, respectively.
United Kingdom
In the United Kingdom, a defined benefit plan is provided for all employees
based on years of service and compensation at retirement. The projected benefit
obligation is calculated based on certain assumptions regarding the discount
rate, the rate of compensation and pension increases, and the expected return
on plan assets. The projected benefit obligation as of December 31, 1994 and
1993, was FF 392,409 and FF 357,581, respectively. At December 31, 1994 and
1993, there was no liability accrued in the balance sheet as the plan was fully
funded. The pension cost for the years ended December 31, 1994, 1993 and 1992,
was FF 4,047, FF 3,666, and FF 2,061, respectively.
16. RELATED PARTY TRANSACTIONS
At December 31, 1994 and 1993, the Group's stock was 62.36% owned by Sicind
SpA (part of the Fiat Group) and 37.33% owned by Samag (Alcatel-Alsthom Group).
The Group's related party transactions were primarily conducted with the Fiat
Group and CFEC (till 1993). The related party balances as of December 31, 1994,
and 1993, and transactions during the years ended December 31, 1994, 1993, and
1992, are as following:
<TABLE>
<CAPTION>
1994 1993
------- -------
<S> <C> <C>
FIAT GROUP
Receivables, trade...................................... 130,031 129,005
Other receivables....................................... 318 58,880
Accounts payable........................................ 13,564 19,865
Other accrued liabilities............................... 64 73,794
Short-term borrowings................................... 267,434 423,660
Long-term debt:
Current maturities.................................... 28,816
Long-term portion..................................... 117,010 110,300
</TABLE>
F-15
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The Group recorded sales of FF 310,923, FF 257,995, and FF 322,654, and
purchased FF 641, FF 1,626, and FF 34,637 in inventory from the Fiat Group
during the years ended December 31, 1994, 1993 and 1992, respectively.
The Group paid service fees to the Fiat Group in the amounts of FF 43,691, FF
54,463, and FF 61,064 during the years ended December 31, 1994, 1993 and 1992,
respectively, and the Fiat Group reimbursed the Group for general and
administrative costs in the amounts of FF 10,306, FF 16,530 during the years
ended December 31, 1993 and 1992.
Additionally, the Group paid interest on the debt and borrowings from the
Fiat Group in the amounts of FF 43,282, FF 58,449, and FF 61,599 during the
years ended December 31, 1994, 1993 and 1992, respectively.
<TABLE>
<CAPTION>
1993 1992
------ ------
<S> <C> <C>
CFEC
Receivables, trade........................................ 24,535 21,669
Other receivables......................................... 3,776 542
Accounts payable.......................................... 15,189 18,938
Other accrued liabilities................................. 4,774 6,559
</TABLE>
The Group also recorded sales of FF 62,423, and FF 68,365, and purchased FF
31,216, and FF 43,125 in inventory from CFEC during the years ended December
31, 1993 and 1992, respectively.
17. PERSONNEL
The number of personnel employed by the Group as of December 31, 1994, 1993
and 1992, was as follows:
<TABLE>
<CAPTION>
1994 1993 1992
----- ----- -----
<S> <C> <C> <C>
France.................................................. 2,101 2,093 2,126
Poland.................................................. 1,899 -- --
Germany................................................. 1,071 1,111 1,252
Italy................................................... 787 787 872
United Kingdom.......................................... 724 708 721
Belgium................................................. 242 280 306
Netherlands............................................. 82 107 117
Turkey.................................................. 86 85 --
Spain................................................... 55 47 60
Denmark................................................. 15 14 14
Austria................................................. 11 12 13
Sweden.................................................. -- 1 24
----- ----- -----
7,073 5,245 5,505
===== ===== =====
</TABLE>
F-16
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
18. ANALYSIS BY GEOGRAPHIC ZONE
The Group operates in a single segment, the manufacturing and sales of
batteries for industrial and automotive customers.
Information about the Group's operations in different geographic areas for
the three years ended December 31, 1994 is as follows:
<TABLE>
<CAPTION>
GEOGRAPHIC ZONE
----------------------
OTHER
COUNTRIES
(ESSENTIALLY CONSOLIDATING
YEARS ENDED DECEMBER 31, FRANCE EUROPE) ADJUSTMENTS CONSOLIDATED
------------------------ --------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
1994
Sales to unaffiliated
customers................. 1,234,502 2,923,330 -- 4,157,832
Interarea sales............ 315,743 918,156 (1,233,899) --
--------- --------- ---------- ---------
Total sales.............. 1,550,245 3,841,486 (1,233,899) 4,157,832
Operating income........... 83,557 109,676 -- 193,233
Identifiable assets........ 1,970,564 2,122,747 -- 4,093,311
1993
Sales to unaffiliated
customers................. 1,212,423 2,679,550 -- 3,891,973
Interarea sales............ 353,942 759,824 (1,113,766) --
--------- --------- ---------- ---------
Total sales.............. 1,566,365 3,439,374 (1,113,766) 3,891,973
Operating income........... 119,433 109,146 -- 228,579
Identifiable assets........ 1,964,506 2,081,320 -- 4,045,826
1992
Sales to unaffiliated
customers................. 1,210,677 2,944,936 -- 4,155,613
Interarea sales............ 333,234 647,522 (980,756) --
--------- --------- ---------- ---------
Total sales.............. 1,543,911 3,592,458 (980,756) 4,155,613
Operating income........... 114,948 112,720 -- 227,668
Identifiable assets........ 2,157,899 2,055,201 -- 4,213,100
</TABLE>
F-17
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
19. SIGNIFICANT CONSOLIDATED SUBSIDIARIES AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
FULLY CONSOLIDATED COMPANIES % OWNED BY THE CEAC GROUP
---------------------------- -------------------------
<S> <C> <C> <C>
Accumulateur FULMEN Sarl France 100
Accumulateurs MAHIEU Sarl France 99.90
Accumulateurs TUDOR SA Belgium 99.81
ATSA Batterijen BV Netherlands 100
ATSA France SA France 100
CENTRA SA Poland 75
CGA SPA Italy 100
CMP Batterier A/B Sweden 100
CMP Batterier A/S Denmark 100
CMP Batterier A/S Norway 100
CMP Batteries Ltd United Kingdom 100
CMP Batterijen BV Netherlands 100
CMP Batterijen NV Belgium 99.81
EUROBATTERIES Sarl France 100
FAY SPA Italy 100
FULMEN IBERICA SA Spain 96.12
FULMEN ITALIA Srl Italy 100
FULMEN TUDOR SERVICE NV Belgium 99.89
FULMEN UK Ltd United Kingdom 100
FTS BV Netherlands 100
GAST Sarl France 100
INCI CEAC AKU SANAYI AS Turkey 50
INITIATIVE SA Luxembourg 100
OHE Ltd United Kingdom 100
SAEM SPA Italy 100
SAFO TRACCION SA Spain 96.12
SFAT SA France 100
SINAC Srl Italy 100
SODACEL Sarl France 99.90
SONNENSCHEIN GmbH Germany 74.82
SONNENSCHEIN Lithium GmbH Germany 37.41
SONNENSCHEIN GmbH Austria 74.82
SPITFIRE BATTERIES Ltd United Kingdom 100
</TABLE>
F-18
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and shareholders
We have audited the accompanying consolidated balance sheets of Compagnie
Europeenne d'Accumulateurs, S.A. and its subsidiaries, at December 31, 1994 and
1993 and the related consolidated statements of income, shareholders' equity
and cash flows for each of the three years ended December 31, 1994. These
consolidated financial statements are the responsibility of management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
Our audits were made in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements and related
schedules. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Compagnie Europeenne d'Accumulateurs, S.A. and its subsidiaries at December
31, 1994 and 1993, and the consolidated results of their operations, movements
in shareholders' equity and cash flows for each of the three years ended
December 31, 1994, in accordance with the accounting principles generally
accepted in France which differ in certain respects from those followed in the
United States (see Note 2 to the consolidated financial statements).
Paris, March 31, 1995
ERNST & YOUNG Audit
Represented by
John Mackey
F-19
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
UNAUDITED SUMMARY INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
----------------------------------
1995 1995 1994
U.S.$(1) FF FF
---------- ---------- ----------
(IN THOUSANDS, EXCEPT SHARE AND
PER-SHARE DATA)
<S> <C> <C> <C>
Net sales.................................. 212,880 1,021,507 891,984
Cost of sales.............................. 158,728 761,656 636,521
---------- ---------- ----------
Gross profit............................... 54,152 259,851 255,463
Selling and advertising expense............ 26,850 128,840 126,670
General and administrative expense......... 18,815 90,284 79,902
Research and development expense........... 3,837 18,412 19,228
Other operating expense, net............... 935 4,487 19,785
---------- ---------- ----------
Operating income........................... 3,715 17,828 9,878
Other (income) expense:
Interest................................. 4,117 19,754 20,276
Foreign exchange loss.................... 1,457 6,991 (435)
Loss (gain) on sale of fixed
assets/investments...................... -- -- --
---------- ---------- ----------
Loss before income taxes and minority
interest.................................. (1,859) (8,917) (9,963)
Provision for income taxes................. 219 1,051 (5,186)
Minority interest.......................... (387) (1,859) (2,442)
---------- ---------- ----------
Net loss................................... (2,027) (9,725) (17,591)
========== ========== ==========
Net loss per share......................... (0.10) (0.46) (0.84)
========== ========== ==========
Weighted average number of common shares
outstanding............................... 21,051,836 21,051,836 21,051,836
========== ========== ==========
</TABLE>
- --------
(1) The financial information expressed in U.S. dollars is presented solely for
the convenience of the reader and is translated from French francs at the
end of the day buying rate in New York on March 31, 1995, which was 4.7985
French francs for each U.S. dollar.
See notes to the unaudited summary interim financial statements.
F-20
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
UNAUDITED SUMMARY INTERIM FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
AS OF
----------------------------------------
MARCH 31, MARCH 31, DECEMBER 31,
1995 1995 1994
U.S.$(1) FF FF
------------- ------------- ------------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash................................ 22,269 106,859 105,489
Receivables, net.................... 258,757 1,241,647 1,473,375
Inventories......................... 154,621 741,950 654,894
Prepaid expenses and other.......... 26,442 126,880 104,835
Deferred income taxes............... 1,503 7,211 2,010
------- --------- ----------
Total current assets............ 463,592 2,224,547 2,340,603
Property, plant and equipment:
Land................................ 11,313 54,284 54,284
Buildings and improvements.......... 124,025 595,133 595,133
Machinery and equipment............. 387,180 1,857,884 1,857,884
Construction in progress............ 14,725 70,661 99,035
------- --------- ----------
537,243 2,577,962 2,606,336
Less: Accumulated depreciation...... 336,256 1,613,524 1,589,298
------- --------- ----------
Property, plant and equipment,
net............................ 200,987 964,438 1,017,038
Other assets:
Goodwill and other intangible
assets............................. 145,129 696,401 720,230
Investments in unconsolidated
subsidiaries....................... 1,420 6,812 6,705
Other............................... 1,723 8,269 8,735
------- --------- ----------
Total assets...................... 812,851 3,900,467 4,093,311
======= ========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank overdraft and short-term
borrowings......................... 104,685 502,333 532,773
Current maturities of long-term
debt............................... 18,344 88,024 92,664
Accounts payable.................... 130,646 626,907 711,521
Accrued payroll..................... 20,690 99,283 99,283
Product warranty reserve............ 18,143 87,058 86,748
Accrued interest.................... 1,630 7,820 8,571
Other accrued expenses.............. 68,975 330,976 298,460
------- --------- ----------
Total current liabilities....... 363,113 1,742,401 1,830,020
Long-term debt........................ 36,886 176,998 201,761
Other noncurrent liabilities.......... 66,162 317,478 330,587
Deferred income taxes................. 8,086 38,799 41,539
Minority interest..................... 24,499 117,559 129,711
Common stockholders' equity:
Common stock, FF 12 par value,
21,051,836 shares issued........... 52,646 252,622 252,622
Additional paid-in capital.......... 211,706 1,015,872 1,015,872
Retained earnings................... 88,318 423,792 433,459
Cumulative translation adjustment... (38,565) (185,054) (142,260)
------- --------- ----------
Total common stockholders'
equity......................... 314,105 1,507,232 1,559,693
------- --------- ----------
Total liabilities and common
stockholders' equity................. 812,851 3,900,467 4,093,311
======= ========= ==========
</TABLE>
- --------
(1) The financial information expressed in U.S. dollars is presented solely for
the convenience of the reader and is translated from French francs at the
end of the day buying rate in New York on March 31, 1995, which was 4.7985
French francs for each U.S. dollar.
See notes to the unaudited summary interim financial statements.
F-21
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
UNAUDITED SUMMARY INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
FOREIGN
ADDITIONAL CURRENCY
NUMBER OF COMMON PAID-IN RETAINED TRANSLATION
SHARES STOCK CAPITAL EARNINGS ADJUSTMENT TOTAL
ISSUED FF FF FF FF FF
---------- ------- ---------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balances at December 31,
1993................... 21,051,836 252,622 1,015,872 407,201 (121,028) 1,554,667
Net loss for three
months ended
March 31, 1994....... (17,591) (17,591)
Change in foreign
currency translation. (5,648) (5,648)
---------- ------- --------- ------- -------- ---------
Balances at March
31, 1994............... 21,051,836 252,622 1,015,872 389,610 (126,676) 1,531,428
========== ======= ========= ======= ======== =========
Balances at December 31,
1994................... 21,051,836 252,622 1,015,872 433,459 (142,260) 1,559,693
Net loss for three
months ended
March 31, 1995....... (9,725) (9,725)
Others............... 58 58
Change in foreign
currency translation. (42,794) (42,794)
---------- ------- --------- ------- -------- ---------
Balances at March
31, 1995............... 21,051,836 252,622 1,015,872 423,792 (185,054) 1,507,232
========== ======= ========= ======= ======== =========
Balances at March
31, 1995 (in thousands
of U.S. dollars)(1).... 52,646 211,706 88,318 (38,565) 314,105
======= ========= ======= ======== =========
</TABLE>
- --------
(1) The financial information expressed in U.S. dollars is presented solely for
the convenience of the reader and is translated from French francs at the
end of the day buying rate in New York on March 31, 1995, which was 4.7985
French francs for each U.S. dollar.
See notes to the unaudited summary interim financial statements.
F-22
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
UNAUDITED SUMMARY INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
----------------------------
1995 1995 1994
U.S.$(1) FF FF
-------- -------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING
ACTIVITIES
Net loss.......................................... (2,027) (9,725) (17,591)
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization................. 14,769 70,869 68,183
Deferred income taxes......................... (1,567) (7,518) (131)
Minority interest............................. 387 1,859 2,442
Provisions for losses on accounts receivable.. 902 4,329 4,943
Other, net.................................... (544) (2,611) 6,771
Changes in assets and liabilities excluding
effects of acquisitions and divestitures....... 2,689 12,901 34,590
------- -------- --------
Net cash provided by operating activities... 14,609 70,104 99,207
------- -------- --------
CASH FLOWS PROVIDED BY (USED IN) INVESTING
ACTIVITIES
Capital expenditures.............................. (7,530) (36,132) (25,911)
Cash paid for acquired businesses, net of
cash acquired................................... (3,143) (15,080) --
------- -------- --------
Net cash used in investing activities....... (10,673) (51,212) (25,911)
------- -------- --------
CASH FLOWS PROVIDED BY (USED IN) FINANCING
ACTIVITIES
Additions to long-term debt....................... 109 525 1,020
Payments on long-term debt........................ (3,017) (14,477) (16,674)
Increase (decrease) in bank overdraft and short-
term borrowings.................................. (472) (2,267) (52,844)
------- -------- --------
Net cash used in financing activities....... (3,380) (16,219) (68,498)
------- -------- --------
Effects of exchange rate changes on cash.. (271) (1,303) 575
------- -------- --------
NET INCREASE IN CASH.............................. 285 1,370 5,373
CASH, BEGINNING OF PERIOD......................... 21,984 105,489 94,556
------- -------- --------
CASH, END OF PERIOD............................... 22,269 106,859 99,929
======= ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest........................................ 4,405 21,139 21,483
Income taxes.................................... -- -- 6,932
</TABLE>
- --------
(1) The financial information expressed in U.S. dollars is presented solely for
the convenience of the reader and is translated from French francs at the
end of the day buying rate in New York on March 31, 1995, which was 4.7985
French francs for each U.S. dollar.
See notes to the unaudited summary interim financial statements.
F-23
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
NOTES TO UNAUDITED SUMMARY INTERIM FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
1.1 BASIS OF PRESENTATION
The unaudited summary interim consolidated financial statements of Compagnie
Europeenne d'Accumulateurs ("CEAC" or "the Group") have been prepared in
accordance with French accounting regulations, applied on a consistent basis
for the periods presented. The French accounting principles applied differ in
certain respects from generally accepted accounting principles in the United
States. The differences with regard to net income and stockholders' equity are
presented below.
The financial information expressed in U.S. dollars is presented solely for
the convenience of the reader and is translated from French francs at the noon
buying rate in New York on March 31, 1995 which was 4.7985 French francs
for each U.S. dollar.
2. SIGNIFICANT DIFFERENCES BETWEEN FRENCH AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES
The CEAC financial statements comply with French accounting regulations which
differ in certain respects from those applicable in the United States. The
significant differences that affect the consolidated net income and
shareholders equity of CEAC are summarized in Note 2 to the 1994 audited
financial statements.
Reconciliation to U.S. GAAP
The following is a summary of the significant adjustments to net income for
the three months ended March 31, 1995 and 1994, and to stockholders' equity
as of March 31, 1995, which would be required if U.S. GAAP had been applied
instead of French GAAP.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
-------------------------
1995 1995 1994
U.S.$(1) FF FF
-------- ------- -------
<S> <C> <C> <C>
Net loss as reported in the consolidated income
statements under French GAAP....................... (2,027) (9,725) (17,591)
Adjustments to conform with U.S. GAAP:
Acquisition accounting............................ (28) (134) (134)
Income taxes...................................... (46) (223) (147)
------ ------- -------
Estimated net loss in accordance with U.S. GAAP..... (2,101) (10,082) (17,872)
====== ======= =======
Estimated net loss per share in accordance with U.S.
GAAP............................................... (0.10) (0.48) (0.85)
====== ======= =======
</TABLE>
<TABLE>
<CAPTION>
AS OF MARCH
31,
------------------
1995 1995
U.S.$(1) FF
-------- ---------
<S> <C> <C>
Stockholders' equity as reported under French GAAP: 314,105 1,507,232
Adjustments to conform with U.S. GAAP:
Acquisition accounting.................................. 1,866 8,955
Income taxes............................................ 594 2,852
------- ---------
Estimated stockholders' equity in accordance with
U.S. GAAP................................................ 316,565 1,519,039
======= =========
</TABLE>
- --------
(1) The financial information expressed in U.S. dollars is presented solely for
the convenience of the reader and is translated from French francs at the
end of the day buying rate in New York on March 31, 1995, which was 4.7985
French francs for each U.S. dollar.
F-24
<PAGE>
COMPAGNIE EUROPEENNE D'ACCUMULATEURS
NOTES TO UNAUDITED SUMMARY INTERIM FINANCIAL STATEMENTS--(CONTINUED)
3. ACQUISITION OF CENTRA
In October 1994, the Group acquired a 75% equity interest in a Polish company,
CENTRA, S.A. ("CENTRA"), for FF 60,476 in cash. In February 1995, the Group
acquired an additional 19% equity interest in CENTRA for FF 15,080 in cash,
thereby increasing its ownership interest to 94%. CENTRA manufactures mainly
automotive batteries which are distributed in Poland. With total revenue of
approximately FF 220,000, and approximately 2,000 personnel employed, CENTRA is
the number one manufacturer of automotive batteries in Poland.
4. SUBSEQUENT EVENT
In May 1995, 99.7% of the outstanding common stock of CEAC was acquired by
Exide Corporation from SICIND Spa (Italy), a holding company of the FIAT group.
F-25
