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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange
Act of 1934
For the fiscal year ended March 31, 1999
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the transition period from ___________ to __________
Commission File Number 1-11263
_______________________________
EXIDE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-0552730
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
645 Penn Street
Reading, Pennsylvania 19601
Telephone: (610) 378-0500
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Name of Each Exchange on Which Registered
- ---------------------------------- --------------------------------------------
Common Stock, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of June 25, 1999 was approximately $297,755,000. There were
21,363,577 outstanding shares of the Registrant's common stock as of June 25,
1999.
(DOCUMENTS INCORPORATED BY REFERENCE)
Portions of the Proxy Statement relating to the Annual Meeting of
Stockholders to be held August 11, 1999, are incorporated into Part III of this
report.
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EXIDE CORPORATION
TABLE OF CONTENTS
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PART I
Item 1 Business......................................................... 1
Item 2 Properties....................................................... 16
Item 3 Legal Proceedings................................................ 18
Item 4 Submission of Matters to a Vote of Security Holders.............. 19
PART II
Item 5 Market for Registrant's Common Equity and Related
Stockholder Matters.............................................. 20
Item 6 Selected Financial Data.......................................... 21
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................. 23
Item 8 Financial Statements and Supplementary Data...................... 33
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure......................................... 33
PART III
Item 10 Directors and Executive Officers of the Registrant............... 34
Item 11 Executive Compensation........................................... 35
Item 12 Description of Capital Stock..................................... 35
Item 13 Certain Relationships and Related Transactions................... 35
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K.. 36
SIGNATURES................................................................ 38
INDEX TO EXHIBITS......................................................... 39
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EXIDE CORPORATION
PART I
Item 1. Business
(1) General Discussion of Business
Exide is a Delaware corporation organized in 1966 to succeed to the
business of a New Jersey corporation founded in 1888. Our principal executive
offices are located at 645 Penn Street, Reading, Pennsylvania 19601 and our
telephone number is (610) 378-0500.
Exide is the largest manufacturer and marketer of lead acid batteries in
the world, with fiscal 1999 net sales of approximately $2.4 billion. We
manufacture automotive batteries in North America and automotive and industrial
batteries in Europe. We market our automotive batteries to a broad range of
retailers and distributors of replacement batteries and automotive original
equipment manufacturers. Our industrial batteries consist of traction batteries,
such as those for use in forklift trucks and other electric vehicles, and
standby batteries used for back-up power applications, such as those for
telecommunications systems. Prior to 1994, we operated primarily in North
America. As a result of an aggressive acquisition program, we have become the
largest battery manufacturer in Europe. Our European and North American
operations represented 63% and 37%, respectively, of our fiscal 1999 net sales.
Our customers include NAPA, DaimlerChrysler, CSK, Kmart, The Pep Boys, and
Volkswagen in the North American market and Volkswagen, Fiat, Telefonica and the
Linde Group in the European market.
In recent years, Exide failed to achieve levels of operating performance
and profitability that our board of directors considered satisfactory. Exide's
weak financial results were primarily caused by production and sales strategies
that focused on volume and market share, often at the expense of profitability,
and by the large amount of debt we incurred in connection with our European
acquisitions. In late 1998 our board decided to replace key members of our
management with new senior executives committed to improving Exide's operating
performance and profitability.
Robert A. Lutz leads our new management team as Chairman, President and
Chief Executive Officer. Mr. Lutz was most recently the vice chairman,
president and chief operating officer of Chrysler and has held a number of other
senior operating positions with major automotive manufacturers in the United
States and Europe over his 40 year career in the automotive industry. The new
management team also includes as of June 26, 1999 four new independent board
members, a new chief financial officer, a new treasurer, a new corporate
controller and a new European chief financial officer.
Our new management team has conducted an in-depth strategic assessment of
Exide to identify our competitive strengths and to formulate new operating and
growth strategies. As a result, we established three broad goals. These goals
are to (1) stabilize our existing business, (2) reduce our high level of debt
and (3) pursue growth opportunities that capitalize on our advanced technologies
and world-class manufacturing expertise.
To stabilize our existing business, we are taking action on a number of
fundamental corporate issues. We are (1) rebuilding our credibility with
customers and investors by
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adopting policies of more frequent and more comprehensive communication, (2)
addressing outstanding legal matters--we have recently settled two major legal
proceedings, (3) upgrading our financial controls and reporting systems by
expanding our accounting, information technology, tax and treasury departments
and (4) developing new incentive compensation plans to align management
compensation with the creation of shareholder value.
We plan to reduce our high level of debt to improve our financial
flexibility, lower our borrowing costs, improve our credit ratings and allow us
to better pursue growth opportunities. In addition, we plan to sell non-core and
excess assets identified in our strategic assessment and use a substantial
portion of their sale proceeds to repay debt. We are also reducing debt by
lowering our working capital needs through simplifying our product offerings and
implementing more efficient "demand pull" manufacturing methods. In the U.S.,
we have (1) retained financial advisors to help us sell certain non-core
business assets, (2) reduced our stock keeping units by over 40% and (3) begun
to implement demand pull manufacturing. We have evaluated our major customers to
assess overall profitability and, as a result, our contract with Sears was
recently terminated.
To grow our business over the longer term, we have identified a number of
further initiatives, including (1) focusing on the introduction and marketing of
advanced, higher margin products, (2) taking advantage of changing automotive
market standards, such as the emerging higher voltage electrical systems
expected to be introduced in Europe as early as the 2001 model year, (3)
pursuing geographic expansion, particularly in Latin America and Asia, and (4)
expanding into the North American industrial battery market by capitalizing on
the technology and experience of our European operations.
(2) Financial Information About Industry Segments
We are primarily engaged in one industry segment, namely, the manufacture,
distribution and sale of lead acid batteries. See Note 16 to the Company's
Consolidated Financial Statements appearing elsewhere herein.
(3) Narrative Description of Business
Exide is the largest manufacturer and marketer of lead acid batteries in
the world, with fiscal 1999 net sales of approximately $2.4 billion. We
manufacture automotive batteries in North America and automotive and industrial
batteries in Europe.
Markets
In North America, we are the second largest manufacturer of automotive
batteries. We believe that sales of automotive batteries (including similar
batteries for marine and other applications) in North America totaled
approximately $3.1 billion in 1999. About 83% of these batteries were sold as
replacement batteries in the aftermarket and the remainder were sold to original
equipment manufacturers. The North American automotive battery market has a
more concentrated customer base than that in Europe. We compete for sales in
both the aftermarket and the original equipment market primarily with three
other major battery manufacturers. The North American automotive battery market
has experienced aggressive price competition for many years, partly as a result
of Exide's strategy of maintaining and growing market share, often at the
expense of profitability. This price competition appears to have eased somewhat,
as manufacturers have been able to implement limited price increases in recent
months.
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In Europe, we are the largest manufacturer of both automotive and
industrial batteries, with a broad range of product offerings and a pan-European
customer base. We estimate that total European sales of automotive batteries in
1999 were approximately $1.7 billion, about 70% of which were in the aftermarket
and about 30% of which were to original equipment manufacturers. We believe
that total European sales of industrial batteries in 1999 were approximately
$1.5 billion, roughly half of which were standby batteries and half of which
were traction batteries. The European battery market has undergone consolidation
in recent years, and Exide has been a major participant in this process.
Historically, there was less price competition in European battery markets than
in North America. Recently, however, intense price competition has emerged as a
number of competitors have sought to increase market share. This price
competition has been made worse by an environment of low-priced imports, excess
capacity and declining lead prices. Prices are continuing to decline in Europe,
but at a slower rate, due in part to improvements in the Asian economies and
recent lead price increases in April and May of 1999.
Products
Automotive Batteries
Automotive batteries represented 65% of our net sales for fiscal 1999. We
believe we have the most complete and technologically innovative line of
automotive batteries in the North American and European markets.
North America. Our principal North American automotive battery products
include the following:
Product Description
- ----------------------- ------------------------------------------------------
Exide Mega Cell This is our principal product line and includes a
comprehensive range of maintenance free lead acid
batteries from our basic low cost battery, to our
premium battery. We sell these batteries both under
the Exide brand name and under various private labels.
Exide NASCAR Select Our NASCAR Select batteries sell for a premium over
ordinary batteries due to the strong brand loyalty of
NASCAR fans. NASCAR Select batteries include a number
of features that differentiate them from ordinary
batteries, including their increased durability,
resistance to vibration and premature failure.
Orbital We recently introduced this innovative spiral wound
battery in North America as the Exide Select
Orbital/NASCAR. Through its patented technology and
state-of-the-art recombinant design, this battery
holds its charge longer than conventional batteries
and can be recharged in a fraction of the time needed
for conventional batteries, has greater power output
and resists vibration better than any standard lead
acid battery, including our NASCAR Select line. The
unique design of this battery, including the absence
of free electrolyte, allows it to be shipped via
overnight carrier.
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We also produce automotive-type batteries for commercial applications, such
as trucks, farm equipment, tractors and other off-road vehicles, as well as
specialty batteries for marine and garden tractor applications for the
recreational vehicle market. We produce the Full Timer battery, which employs
advanced technology as the large engines, sophisticated electronics and
extensive on-board accessories common in today's recreational vehicles require
increased power. For the marine market, we produce the Nautilus high
performance, dual terminal battery, as well as a battery that allows boaters to
instantly check their battery power. We believe that the markets for these
specialty batteries is increasing faster than the market for conventional
automotive batteries.
Europe. Our European product offerings vary by market. We generally offer
a basic model, an upgrade model, a premium model and various niche products in
each market. The following describes our product offerings in the United
Kingdom and is representative of our product offerings elsewhere in Europe:
Product Description
- ------------------------ ------------------------------------------------------
Basic This is our standard low cost battery. It uses
traditional lead acid technology, has average power
and cold cranking capabilities, carries a 12-month
warranty and is adequate for most conventional
automotive uses. The same or similar battery is
marketed under private label brand names in France,
Germany and Spain, under the Basic name in Italy and
under various other names in other markets.
Classic This is our upgrade model. It still uses traditional
lead acid technology, but has increased power and cold
cranking capabilities. This battery carries a 24 month
warranty and sells for an approximate 15% premium over
our Basic battery. The same or similar batteries are
marketed under the Equipe name in France, the Classic
name in Germany, the Leader name in Italy and the
Tudor name in Spain and under various other names in
other markets.
Ultra This is our premium model. It has a number of features
that differentiate it from ordinary batteries,
including 30% more power. The Ultra sells for an
approximate 25% premium over our Basic battery. The
same or similar batteries are marketed under the
Formula name in France, the Top Start Plus name in
Germany, the Ultra name in Italy and the Millennium 3
name in Spain and under various other names in other
markets.
STR/STE Our STR batteries use recombination technology to
allow a lead acid battery to be installed in the
passenger compartment of an automobile with no risk of
fluid loss or acid fumes. We recently announced the
introduction of batteries using our new STE (sealed
technology evolution) technology, which uses a gas
permeable membrane to prevent leakage of battery fluid
while permitting gas to escape. Our STE technology has
been approved for use by BMW and will be included in
some models as early as the 2000 model year.
Maxxima This is the equivalent of the Exide Select
Orbital/NASCAR described
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above. We market this battery under the Maxxima brand
name throughout Europe.
Industrial Batteries
Sales of industrial batteries represented 31% of our net sales for fiscal
1999. We are the largest manufacturer and marketer in Europe of industrial
batteries. Our industrial batteries consist of traction batteries, such as
those for use in forklift trucks and other electric vehicles, and standby
batteries used for back-up power applications, including in telecommunications
systems. In 1991, we sold our North American industrial battery product line to
Yuasa, Inc., an entity in which we have a 13.5% interest.
Traction Batteries. We sell traction batteries, chargers and accessories
to original equipment manufacturers of material handling vehicles. These
manufacturers increasingly rent rather than sell to end users. This trend tends
to favor us, as we have larger market shares in the original equipment market.
We offer a complete package of batteries, chargers and service and,
increasingly, are providing full service maintenance contracts. Our batteries
are made in a variety of sizes and are manufactured according to British
standards and DIN specifications. Our products use a variety of technologies,
ranging from conventional vented lead acid batteries using liquid electrolyte
employing our leading edge tubular positive plate cell designs to our
maintenance-free gelled electrolyte technology in smaller bloc batteries.
Our principal products in this category include:
End Use Description
- ------------------------ ------------------------------------------------------
Materials handling The largest market for traction batteries is for the
equipment many different types of electric vehicles used in the
materials handling industry, including forklifts,
pedestrian pallet trucks, pedestrian pallet stackers,
low level order pickers, reach trucks, turret trucks,
tow tractors, counterbalance trucks, platform trucks
and reach stackers.
Electric road vehicles Road vehicle applications predominantly include trucks
for doorstep delivery of milk and other products and
mining locomotives.
Other electric vehicles We produce monobloc and high energy density batteries
used in tow trucks, platform trucks, personnel
carriers, luggage and service carts and electric buses
primarily used in the airline industry.
Floor cleaning equipment Electric floor cleaning equipment includes battery
powered sweeper/scrubber/dryer machines used in large
areas such as shopping malls and airport concourses.
Other applications Other applications include lifting platforms, scissor
lifts, electric boats, locomotives and leisure
equipment.
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End Use Description
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Battery charging We sell a variety of chargers for use with traction
batteries ranging from the least costly uncontrolled
basic models to higher end and more sophisticated
electronically controlled chargers. We have recently
introduced a range of technologically advanced, energy
efficient high frequency chargers.
Battery maintenance Our traction accessories are primarily battery
maintenance equipment for refilling and monitoring.
Battery room equipment We produce battery-handling systems for storage and
exchange of batteries for increased floor space,
efficiency and safety.
Standby Batteries. Our standby batteries come in a variety of shapes and
sizes and are generally categorized according to their end use. Many of our
standby batteries, sold under our Sonnenschein brand name feature our
proprietary Dryfit technology. These maintenance free sealed lead acid
batteries use a gelled electrolyte, and feature a service life of up to 18
years, horizontal installation capability, low gassing, easy installation and
enhanced cycling capabilities.
Examples of the uses of our standby batteries include:
End Use Description
- ------------------------ ------------------------------------------------------
Telecommunications Standby batteries are used in virtually all
telecommunications installations, from the massive
batteries used in central telecommunications switching
offices, to smaller batteries used in remote repeater
stations or cellular service towers. These batteries
use various technologies, from conventional lead acid
to advanced gel technology, have lives of five to
fifteen years and are sold both to original
telecommunications equipment manufacturers and to end
users of such equipment.
Uninterruptable power These systems ensure a continuous flow of power to
supplies ("UPS") computer and other power-sensitive systems and range
in size from very small, for use in connection with
personal computers, to very large, for use in
connection with mainframe computers and power
sensitive industrial applications, such as computer
chip manufacturing. For example, our standby batteries
are used in the UPS for the U.K. social security
mainframe computer.
Power utilities Power utilities need standby power in order to restore
power to the main system in the event of a power
outage.
Other Other uses of standby batteries include railways and
other public transportation, mobile equipment, medical
equipment and security systems. We are also one of
Europe's leading suppliers of standby submarine
batteries and our customers include the navies of
Germany, France, Italy, and Spain.
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Quality
We recognize that product performance and quality are critical to our
success and have spent the past four years in a company-wide quality improvement
effort, with a particular focus on North America, where we had experienced
inconsistent product quality. As a result, we now believe that our product
performance and quality are equal to or better than that of any market
participant.
Our quality effort begins in the design phase. We design our batteries to
meet and exceed industry benchmark quality standards, using robust design
parameters and quality materials to achieve reliability and durability. Our
commitment to quality continues through our production process. We have quality
audit processes in each of our production facilities and our plant managers'
compensation is based, in part, on the achievement of quality objectives. Our
quality program extends past the point of sale. We offer warranties on our
products and conduct regular customer satisfaction surveys. These efforts have
led to QS 9000 certification for all of our U.S. manufacturing facilities.
In Europe, all of our major factories are ISO 9001 approved and we have
grade A quality certification from Renault and PSA Group, BMW, VW/Audi and Fiat
and Q1 approval from Ford. In addition, several of our European plants are AQAP
approved by the military. We also hold individual certifications from 100% of
our major industrial battery customers, such as Deutsche Telecom, Telecom
Italia, Telefonica, French Railways (SNCF), as well as from large systems
integrators such as Siemens, Ericsson and Alcatel. All of our traction
batteries meet the applicable BSI or DIN standards.
Marketing/Customers
North America
We market our automotive batteries in North America to a broad range of
retailers and distributors of aftermarket batteries and to automotive original
equipment manufacturers. We are the leading supplier for many of the largest
battery retailers in the United States, including NAPA Distribution Centers,
Kmart, CSK and The Pep Boys. Our original equipment manufacturer customers
include DaimlerChrysler, John Deere, Navistar, E-Z-GO, New Holland, and others.
We market our products under various trademarks including Exide, Willard
and Prestolite, and have strengthened our brand recognition through promotional
activities, including sponsoring a NASCAR Winston Cup racing team. We also
produce and market, under license from NASCAR, the Exide NASCAR Select line of
batteries. We also advertise on national television and syndicated radio
programs and participate in various trade promotions.
Europe
The European market for our products is highly fragmented, along product
lines as well as geographically. Our marketing efforts vary according to the
country, the product and the market.
Automotive Batteries. We sell our automotive batteries in Europe both in
the aftermarket and to original equipment manufacturers. We sell our
aftermarket batteries under a variety of well-known brand names, including
Fulmen, Sonnenschein, DETA, Tudor, Hagen Batterie, York,
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Saem, SONNAK, Anker, BIG and Exide. We have a leading position in the automotive
aftermarket in most European countries and our customers include Norauto, Tecar
and many other leading aftermarket battery distributors. The five largest
markets for our aftermarket batteries in Europe are Germany, France, Spain,
Italy and the United Kingdom. Our marketing efforts in the automotive battery
aftermarket are directed at retailers and distributors and their customers on-
site. We provide retailers with promotional materials and signs and emphasize
point of sale marketing to their customers. We run limited advertising on
television, radio and print media.
We are one of the major suppliers to Fiat, the Volkswagen group (Volkswagen
AG/AUDI AG/Seat/Skoda Automobilova AS), the PSA group (Peugeot S.A./Citroen),
the Renault group and BMW. We are also a supplier to Ford in Europe. As
development supplier to the PSA group and several other automobile
manufacturers, we work closely with such customers as they develop new models
with varying requirements.
Industrial Batteries. We have the leading position in both the traction
and standby segments of the industrial battery market in many European
countries. Technical expertise and assistance and customer service are more
important in the industrial battery markets than in the automotive battery
markets and we have technical service agreements with a number of our customers.
As with automotive batteries, we work closely with our customers as they develop
new products to design batteries to meet their individual needs. We primarily
built our European industrial battery business by acquiring existing
manufacturers with established brand names, and we continue to market our
products under these brands, as they each have an established reputation for
quality and expertise in particular technologies. For example, our Sonnenschein
brand is well known for its gel technology, which are maintenance free even in
robust or adverse applications.
Our major traction customers in Europe include the material handling
operations of the Linde Group (German), Junghreinrich Group (German), Atlet
(Swedish), BT Rolatruc (Swedish) and Nacco Material Handling (U.S.). We also
sell our traction products to a wide range of customers in the aftermarket,
ranging from large industrial concerns and retail distributors to small
warehouse and manufacturing operations. In Europe, we generally sell customers
a complete package of batteries, chargers and services. Elsewhere, these
products and services tend to be sold separately by us and others. The majority
of our sales are to original equipment manufacturers and this is increasing as
these manufacturers increasingly rent, rather than sell, their electric vehicles
to end users. This trend tends to favor us, as we have larger market share in
the original equipment market. We sell our traction batteries, chargers,
accessories and post sale service primarily through our own sales organization
in each country and use distributors and agents for export from Europe. Our
service group, the largest in Europe, is an important component of our marketing
efforts, particularly as truck manufacturers make up a larger part of the market
and require service assistance whenever they sell or rent their products.
Our major standby battery product customers include telecommunications
companies, such as France Telecom, Deutsche Telecom, Telecom Italia and SFR,
manufacturers of telecommunications equipment, such as Ericsson, manufacturers
and end users of uninterruptable power supplies primarily for mainframe computer
systems, such as Siemens, electrical generating companies and various European
governments and armed forces. We sell our products directly to these customers
and promote our products by holding seminars, participating in trade shows and
distributing technical literature.
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Distribution Networks
North America. We have a network of approximately 135 wholesale
distribution branches throughout the United States and Canada that sell and
distribute batteries and other products to local auto parts retailers, service
stations, repair shops, fleet operators, battery jobbers and other smaller
volume customers. The branches also deliver batteries to our national account
customers' stores and collect used and spent batteries for recycling. Our branch
system is one of the largest automotive battery distribution systems in North
America. Our ability to deliver small numbers of batteries through our branch
system to small customers, when they need them and on credit terms, gives us an
advantage over other suppliers which require much larger deliveries on a pre-
paid basis. Some of our branches, such as those in Florida, California, New
York, New Jersey and Minnesota, are quite large, with sales of $5-8 million per
year. Our Sears contract required our branches to devote a substantial amount of
effort to serving Sears' stores that they can now devote to selling to their
local higher margin customers. Our branch system is supplemented by regional
accounts, small battery wholesalers and installers.
Europe. Our European operations distribute their aftermarket automotive
batteries primarily through battery wholesalers, original equipment manufacturer
dealer networks, hypermarkets and European purchasing centers, although on a
country by country basis distribution strategy varies greatly. Battery
wholesalers sell and distribute batteries to a network of automotive parts
retailers, service stations, independent retailers and supermarkets throughout
Europe. Wholesalers, who sell to repair shops and service stations, and
original equipment manufacturer dealers represent the large majority of this
market, but supermarket chains, replacement parts stores (which are represented
by purchasing associations) and hypermarkets have become increasingly important.
Our distribution network will be enhanced as we convert manufacturing facilities
closed in our ongoing rationalization and consolidation effort to distribution
centers.
Given the importance of service and technical assistance, our European
operations generally ship standby batteries directly to system suppliers and
uninterruptible power supply manufacturers which include the standby batteries
in their equipment and distribute products to end users. We distribute traction
batteries through original equipment manufacturer dealers, independent
distributors and directly to large fleet users. Our European operations also
distribute both standby and traction batteries through their own branch network.
Technology
We are committed to introducing new and technologically advanced products
that provide better performance and value to the customer. To support this
commitment, we dedicate significant effort to research and development. Our
European research and development efforts are partially funded by various
governmental and other research organizations, such as Brite-Uram and ALABC
(Advanced Lead Acid Battery Consortium).
We operate five research and development facilities in the United States
and Europe. Scientists and engineers at each of these facilities cooperate
under the central coordination of our head of research and development and are
currently focused on projects to enhance the lead acid battery, as well as
batteries featuring lithium primary, lithium ion rechargeable, nickel cadmium,
nickel metal hydride, aluminum air and super capacitor technologies. We believe
that our research and development efforts have benefited from sharing technology
between North America and Europe. For example, by using technology developed in
our North America
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operations, we have been able to introduce maintenance-free lead calcium
technology to the European market before our competitors. Similarly, spiral
technology, which was developed and initially introduced in Europe, is critical
to our new Orbital battery, which has now been introduced to the North American
market.
We also operate six product/process development centers around the world.
These centers work cooperatively to define and improve our production processes
and are currently working on projects related to continuous grid making
processes, battery assembly automation and various other efficiency and quality
improvement programs. By maintaining these various sites, we have been able to
transfer technologies and processes among our various operating facilities,
thereby adapting best practices from around the world for use in our various
production facilities.
We believe our research and development efforts provide us with a
competitive advantage in technological innovation. An example is our
introduction in 1997 of the NASCAR Select line, featuring superior performance
and durability characteristics, and our new Orbital battery, a spiral wound
automotive battery which holds its charge longer, has greater power output and
resists vibration better than ordinary batteries. We have also recently
introduced batteries using our new STE (sealed technology evolution) technology,
which allows lead acid batteries to be installed in the passenger compartment of
an automobile with no risk of fluid loss or acid fumes. This technology has
been approved for use by BMW and Renault. Other new developments include smart
batteries, which will be capable of indicating state of charge, advanced
batteries with gelled electrolyte for military applications and other programs.
We are also working closely with European original equipment manufacturers
to develop, and have supplied them with prototypes of, new 36-volt batteries for
the next generation of dual-battery automotive electrical systems. These new
systems will generally require a conventional 12 volt battery for lighting
systems and other low power consumption accessories within the automobile and a
36 volt battery, which is needed for the next generation of combined starter
motor/alternators and for high power consumption accessories such as electrical
heating and cooling systems. We have entered into a strategic alliance with
Continental, Inc. to participate in their development of an integrated starter
motor/alternator system. European original equipment manufacturers plan to
include these electrical systems in certain luxury models as early as the 2001
model year. We believe our European experience with these higher voltage
electrical systems will provide us with a competitive advantage when the North
American original equipment manufacturers move toward a higher voltage
electrical system.
Although our core business is lead acid batteries, we are also an important
provider of non-lead acid batteries for high technology military and space
applications. We are continuing our advanced development of lithium ion
rechargeable batteries.
Patents, Trademarks and Licenses
We own or have a license to use various trademarks which are of value in
the conduct of our business. For example, we have an agreement with the
National Association for Stock Car Auto Racing, Inc. pursuant to which we have
the exclusive right to market batteries and related accessories under the
officially licensed NASCAR name and logo until 2002, which allowed us to begin
marketing the NASCAR Select line in 1997. While we believe such trademarks and
trade names enhance the brand recognition of our products and therefore are
important to our
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business, we also believe that our products, engineering skills, reputation for
quality and relationships with our customers are equally important for the
maintenance and growth of our business. An unaffiliated firm has rights to the
Exide mark in approximately 37 foreign countries and Exide Electronics Group,
Inc., an unaffiliated company, is licensed to use the Exide name on certain
devices.
We have been issued many patents worldwide, including 15 U.S. patents
issued since 1994. Additionally, we have several patents in process covering
design of lead acid batteries and battery manufacturing equipment. While we
believe that patents are important to our business operations, we also believe
that the loss of any single patent or several patents would not have a material
adverse effect on our company. A competitor manufactures and sells a spiral
wound automotive battery which has some similarities to our new Orbital battery.
Although we believe that our new battery does not infringe this competitor's
patents, we cannot assure you that this competitor will not claim that it does.
Manufacturing, Raw Materials and Suppliers
North America. The major reasons for our emergence as the low-cost
producer in the United States and Canadian automotive battery industry have been
the achievement of economies of scale through strategic acquisitions, the
consolidation of facilities, our relatively low labor costs and increased
vertical integration in the areas of lead smelting, plastics and battery
separators. Although we plan to reassess our vertical integration strategy in
North America, we believe a certain degree of vertical integration is valuable,
cost-effective and augments our position as the low-cost producer in the United
States. Since 1985 and following the acquisition of General Battery in May
1987, we consolidated the operations of nine plants and eight distribution
centers into larger, more efficient locations with lower labor costs. This has
led to a significant reduction in unit costs and improved labor productivity.
We are also a leader in developing advanced production techniques, such as
continuous plate processing, statistical process control and computer-aided
design and manufacturing. Our manufacturing plant in Salina, Kansas is the
highest volume and one of the lowest cost automotive battery plants in the
world. We continue to increase production at our manufacturing facility in
Bristol, Tennessee, a modern, highly efficient battery manufacturing plant
similar to our Salina, Kansas facility.
We believe our overall unit conversion costs (production costs other than
raw materials) are significantly below the conversion costs of our major United
States and Canadian competitors. These cost efficiencies result from our high
volume of production, emphasis on cost control and competitive labor costs. Our
relatively high level of vertical integration reduces the effects of changes in
the market prices of raw materials on production costs and results in
substantial raw material cost savings. Lead is the principal raw material in
the manufacture of batteries, representing approximately one-third of the cost
of goods sold. We can obtain substantially all of our domestic lead
requirements through the operation of four secondary lead smelters, which
reclaim lead by recycling spent lead-acid batteries. Prior to our acquisition
of two such smelters in August 1995 through our purchase of Schuylkill, we were
purchasing a larger portion of our lead requirements, making the cost of our
batteries more sensitive to lead price changes. We obtain batteries for
recycling from our customers and through our wholesale distribution outlet
system. We believe we have a significant competitive advantage from our in-
house lead smelting and from back hauling of spent batteries for recycling
through our distribution network and wholesale distribution outlets. When lead
market prices decline, our lead cost advantage from vertical integration can be
reduced or eliminated. Because we adjust
11
<PAGE>
our pricing to a substantial number of customers pursuant to a formula based on
a published price of lead, if market prices were to decline below our lead
production cost for an extended period of time, we could be forced to obtain
more of our requirements from third parties.
We also produce most of our U.S. plastic molding requirements utilizing
plastic obtained through in-house reclamation of spent battery cases as part of
our recycling program.
Other key raw materials and components in the production of batteries
include lead oxide and chemicals, which are generally available from multiple
sources. We currently produce substantially all of our North American
requirements of battery separators. We have not experienced any material
stoppage or slowdown in production as a result of the unavailability, or delays
in the availability, of raw materials.
Europe. We operate manufacturing plants in France, Italy, Spain, Portugal,
Germany, Poland, Turkey, the United Kingdom and elsewhere in Europe.
We have five secondary lead smelters in Europe that supply approximately
one-third of our European lead requirements. Major investments have been made
in these plants in recent years to improve lead treatment and recycling
processes. We produce most of our own plastic components.
We continue to implement a cohesive overall rationalization and
consolidation strategy with respect to our European acquisitions. We continue
to lower fixed and variable production costs through plant closings, thereby
increasing capacity utilization at the remaining plants, shifting production to
lower cost areas and reducing overhead. In conjunction with our plant closings,
we are rationalizing our distribution system, reducing the number of warehouses
and improving our delivery systems. In addition, we are reducing administrative
expenses by eliminating duplicate functions and services and plan to rationalize
our product range, significantly reducing the number of stock keeping units and
improving inventory management. To further reduce our costs we are actively
evaluating shifting the production of some of our smaller products to suppliers
in the Far East. We anticipate that this consolidation and rationalization will
continue to produce significant cost savings.
Competition
Our North American and European markets are each very competitive and some
of our competitors are larger and have greater financial resources than Exide.
The manufacturers in these markets compete primarily on the basis of price,
quality, technical innovation, service and warranty period. Well-recognized
brand names are also important for aftermarket customers who do not purchase
batteries made under their own labels. Most sales are made without long term
contracts.
North America. In the North American automotive aftermarket, we believe
that Johnson Controls has the largest market position, followed by Exide. Other
principal competitors in this market are GNB, Delphi and East Penn. Price
competition in this market has been severe in recent years, but prices have
firmed somewhat and we have instituted price increases in the range of 3% to 5%
in late 1998. Competition is strongest in the mass merchandiser channel where
large customers use their buying power to command lower prices. Pricing, while
still important, is less of a factor than service with smaller customers such as
those served by our branch system.
12
<PAGE>
Our largest competitors in the North American original equipment market are
Delphi, Johnson Controls and GNB. Original equipment manufacturers change
battery suppliers less frequently than aftermarket customers, but because of
their size, force market participants to compete on price and other terms.
We expect North American competition to remain intense. We will seek,
consistent with our new strategy, to maintain and grow our market positions
through our branding and emphasis on technologically advanced products, such as
the Orbital battery, our NASCAR branded products and our substantially improved
product quality and customer service.
Europe. Exide has the largest market position in Europe in automotive
batteries, both aftermarket and original equipment, as well as in industrial
batteries. Our closest competitor in the automotive markets is Varta, followed
by Fiamm, Hoppeke, and Autosil. In the industrial market Hawker is the next
largest after Exide, followed by Fiamm, Hoppeke and Yuasa.
The European battery markets, particularly in the automotive original
equipment and industrial areas, have undergone severe price competition.
Cost savings from our plant rationalization program will allow us to
continue to meet this strong price competition in order to maintain our customer
relationships and market positions until the competitive environment improves.
We will also continue to compete on the basis of our pan-European presence and
our technological capabilities, as well as our strong brands.
Environmental, Health and Safety Matters
As a result of our manufacturing and secondary lead smelting operations, we
are subject to numerous environmental laws and regulations and are exposed to
liabilities and compliance costs arising from the past and current storage,
handling, release and disposal of hazardous substances and hazardous wastes. Our
operations are also subject to occupational safety and health laws and
regulations, particularly relating to the monitoring of employee health. The
Company devotes significant resources to attaining and maintaining compliance
with environmental and occupational health and safety laws and regulations and
does not currently believe that environmental, health or safety compliance
issues will have a material adverse effect on our business or financial
condition.
North America. We have been advised by the U.S. Environmental Protection
Agency or state agencies that we are a Potentially Responsible Party under the
Comprehensive Environmental Response, Compensation and Liability Act or similar
state laws at 75 federally defined Superfund or state equivalent sites. At 42
of these sites, we have either paid or are in the process of paying our share of
liability. In most instances, our obligations are not expected to be
significant because our portion of any potential liability appears to be minor
to insignificant in relation to the total liability of all potentially
responsible parties that have been identified and are viable. Our share of the
anticipated remediation costs associated with all of the Superfund sites where
we have been named a Potentially Responsible Party, based on our estimated
volumetric contribution to each site, is included in the environmental
remediation reserves discussed below.
13
<PAGE>
Because our liability under such statutes may, as a technical matter, be
imposed on a joint and several basis, our liability may not necessarily be based
on volumetric allocations and could be greater than our estimates. We believe,
however, that our Potentially Responsible Party status at these Superfund sites
will not have a material adverse effect on our business or financial condition
because, based on our experience, it is reasonable to expect that our liability
will be roughly proportionate to our volumetric contribution of waste to the
sites.
We currently have greater than 50% liability at only one Superfund site,
discussed below. Other than this site, our allocation exceeds 5% at only five
sites at which our share of liability has not been paid as of March 31, 1999.
The current allocation at these five sites averages approximately 18%.
We are the primary Potentially Responsible Party at the Brown's Battery
Breaking Superfund site located in Pennsylvania. The site was operated by
third-party owners in the 1960s and early 1970s. In 1992, the Environmental
Protection Agency issued a Record of Decision identifying several alternate
remedies. During fiscal 1997, we signed a consent decree and paid $3.0 million
of the Environmental Protection Agency's past costs and we are not responsible
for any other past costs. We have established reserves based upon our estimates
of the remediation cost.
We are also involved in the assessment and remediation of various other
properties, including certain Exide-owned or operated facilities. Such
assessment and remedial work is being conducted pursuant to a number of state
and federal environmental laws and with varying degrees of involvement by state
and federal authorities. Where probable and reasonably estimable, the costs of
such projects have been reserved as discussed below. In addition, certain
environmental matters concerning our company are pending in federal and state
courts or with regulatory agencies.
We are involved in certain legal proceedings in Indiana and West Virginia
in which state authorities allege that we have improperly characterized and
handled plastic wastes generated in connection with our materials recycling
program (see below). While the final resolution of these proceedings is not yet
known, we may incur civil penalties in connection with such resolution, which
could in some cases exceed $100,000. We do not expect that the resolution of
any of these proceedings will substantially effect either the continued
functioning of our recycling program or our operations generally.
Environmental conditions at our properties could lead to claims for
personal injury, property damage or damages to natural resources. We are
currently subject to a number of such claims, including matters alleging illness
arising from exposures to lead in the vicinity of our former facility in
Frankfort, Indiana and property damage and personal injury claims associated
with our Reading, Pennsylvania facilities. We have established reserves based
upon our estimates of exposure associated with these matters, which are included
in the environmental reserves discussed below.
While the ultimate outcome of the foregoing environmental matters is
uncertain, after consultation with legal counsel, we do not believe the
resolution of the foregoing matters will have a material adverse effect on our
business, cash flows, financial condition or results of operations. We have
established reserves for onsite and offsite environmental remediation costs and
litigation exposures and believe that such reserves are adequate. These
reserves consist of amounts accrued for our active facilities, closed
facilities, and specifically for 16 of the
14
<PAGE>
Superfund sites. While we believe our current estimates of future remediation
costs are reasonable, future findings or changes in estimates could have a
material effect on the recorded reserves. Because environmental liabilities may
in the future arise which today are neither probable nor reasonably estimable,
not all potential future environmental liabilities have been included in our
environmental reserves and, therefore, additional earnings charges are possible.
In fiscal 1997, we reached a settlement with most of our insurance
carriers, whereby the insurance companies reimbursed and we indemnified them for
certain response costs, property damage and bodily injury claims allegedly
resulting from environmental conditions.
During fiscal 1998, we reached an agreement with former owners of our
company whereby we agreed to release and indemnify the former owners from all
environmental matters relative to certain sites. We received $6.3 million under
this Agreement. An additional $3.7 million will be received in two annual
installments.
We have taken an active role in addressing environmental issues associated
with our business and have a staff of more than 50, not including consultants,
focusing on environmental, safety and health matters. We maintain numerous
permits with the Environmental Protection Agency, various state agencies and
provincial regulatory authorities which allow us to transport, store and recycle
spent lead acid batteries, lead-bearing hazardous wastes and certain other
hazardous wastes within and between the United States and Canada.
To protect the environment, minimize future liability and help ensure a
stable supply of lead to our battery manufacturing facilities, we have developed
a comprehensive materials recycling program. Under this program, we obtain spent
lead-acid batteries through our wholesale distribution outlet system and lead-
bearing materials from third parties. These materials are transported to our
secondary lead smelting facilities. Batteries are separated at the smelters into
three constituent units: lead, dilute sulfuric acid and plastic casing material.
The lead is reclaimed and refined into lead alloys for use at our battery
manufacturing facilities. The plastic from battery cases is broken into pieces
and extruded into pellets by adding strengtheners and other additives. The
pellets are sold or used at our battery casing molding facility to make new
battery cases. The dilute sulfuric acid solution is neutralized and discharged
in accordance with federal, state and provincial permits.
Europe. We are subject to numerous environmental, health and safety
requirements and are exposed to differing degrees of liabilities, compliance
costs, and cleanup requirements arising from our past and current activities in
various European countries. The laws and regulations applicable to such
activities differ from country to country and also substantially differ from
U.S. laws and regulations. We expect that our European operations will continue
to incur capital and operating expenses in order to maintain compliance with
evolving environmental, health and safety requirements or more stringent
enforcement of existing requirements in each country. In addition, accelerated
consolidation of our European operations could increase our expenditures.
During fiscal 1999, the Company sold its plant in Soest, Germany to an
unrelated entity. As part of that sale, the Company indemnified the purchasers
against certain environmental liabilities. Also during fiscal 1999, the Company
completed an assessment of the environmental condition of its Cubas de Sangre
smelter in Spain, and was advised by the Madrid regional authorities that a
cleanup would be required. The Company has proposed remediating the Cubas site
with an advanced technology which would remove lead impacts
15
<PAGE>
over an extended period of time. The Company has established reserves for the
Soest and Cubas sites, as part of its global environmental reserves.
Employees
North America. As of March 31, 1999, we employed approximately 1,500
salaried employees and approximately 4,300 hourly employees in North America.
Approximately 47% of such salaried employees are engaged in sales, service and
marketing and approximately 43% in manufacturing and engineering. Approximately
29% of our hourly employees are represented by unions. Relations with the unions
are generally good. Contracts covering approximately 410 and 375 of our union
employees expire in fiscal 2000 and 2001, respectively, and the remainder
thereafter.
Europe. As of March 31, 1999, we employed over 3,800 salaried employees
and over 6,700 hourly employees in Europe. Approximately 50% of such salaried
employees are engaged in sales, service and marketing and approximately 25% in
manufacturing and engineering. Our hourly employees are generally represented by
unions. Relations with the unions are generally good. Contracts covering most of
our European union employees expire on various dates through calendar year 1999.
Backlog
We do not have a material amount of backlog orders.
(4) Financial Information About Foreign and Domestic Operations and Export
Sales
See Note 16 to the Company's Consolidated Financial Statements appearing
elsewhere herein.
Item 2. Properties
The chart below lists the location of our principal facilities. All of the
facilities are owned unless otherwise indicated. All owned properties and the
leases for the leased properties are subject to liens under our credit
agreement. The leases for leased facilities expire at various dates through
2015. In addition to these properties, Tudor owns undeveloped land totaling
approximately 39 acres which is currently being marketed.
<TABLE>
<CAPTION>
Approximate
Location Square Footage Use
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
North America:
Baton Rouge, LA 176,000 Secondary Lead Smelting
Bristol, TN 220,000 (leased) Automotive Accessory Manufacturing
Bristol, TN 631,000 Battery Manufacturing
Burlington, IA 193,000 Battery Manufacturing
Cannon Hollow, MO 137,000 Secondary Lead Smelting
Cooper, TX 30,000 (leased) Starter and Alternator Manufacturing
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
Approximate
Location Square Footage Use
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Corydon, IN 161,000 Separator Manufacturing
Lampeter, PA 82,000 Battery Plastics Manufacturing
Manchester, IA 286,000 Battery Manufacturing
Maple, Ontario, Canada 169,000 Distribution and Administration
Muncie, IN 174,000 Secondary Lead Smelting
North Bay, Ontario, Canada 30,000 Battery Charger Manufacturing
Reading, PA 125,000 Secondary Lead Smelting and Poly Reprocess
Reading, PA 135,000 Executive Offices
Reading, PA 280,000 Battery Manufacturing
Reading, PA 77,000 Distribution Center
Salina, KS 260,000 (leased) Battery Manufacturing
Salina, KS 100,000 Distribution Center
Europe and Other:
Florival, Belgium 290,000 Distribution Center
Bolton, England 274,000 Industrial Battery Manufacturing
Auxerre, France 176,000 Automotive Battery Manufacturing
Gennevilliers, France 55,000 (leased) Executive Offices
Lille, France 484,000 Industrial Battery Manufacturing
Nanterre, France 169,000 Automotive Battery Manufacturing
Pont Ste Maxence, France 71,000 Secondary Lead Smelting
Bad Lauterberg, Germany 458,500 Manufacturing, Administrative and Warehouse
Budingen, Germany 258,000 Industrial Battery Manufacturing
Weiden, Germany 208,000 Industrial Battery Manufacturing
Casalnuovo, Italy 483,000 Industrial Battery Manufacturing
Romano Di Lombardia, Italy 266,000 (leased) Automotive Battery Manufacturing
Poznan, Poland (five) 887,000 Automotive Battery Manufacturing
Cubas, Spain 323,000 Secondary Lead Smelting
Azuqueca de Henares, Spain 434,000 Automotive Battery Manufacturing and
Research
Malpica, Zaragoza, Spain 213,000 Automotive Battery Manufacturing
Manzanares, Spain 438,000 Automotive Battery Manufacturing
Madrid, Spain 7,200 (leased) Executive Offices
Zaragoza, Spain 269,000 Industrial Battery Manufacturing
Nol, Sweden 447,000 Automotive Battery and Industrial Battery
Manufacturing
Manisa, Turkey 145,000 Automotive Battery Manufacturing
Cwmbran, Wales 105,000 Automotive Battery Manufacturing
</TABLE>
In addition, we also lease distribution outlets in the U.S. and Europe.
We believe that our facilities are in good operating condition, adequately
maintained, and suitable to meet our present needs and future plans.
17
<PAGE>
Item 3. Legal Proceedings
In December 1997, the Attorney General of the State of Florida initiated an
investigation into certain alleged business practices of Exide, including
falsifying bids to the State of Florida, selling defective batteries, selling
used batteries as new, mislabeling batteries with regard to warranty coverage,
cold cranking amps, intended use and point of manufacture; and also considered
related allegations concerning improperly transferring credits among customer
accounts, procuring falsified test data, making payments to employees of certain
customers to obtain business, securities fraud, and anti-trust violations. This
investigation was resolved by a settlement agreement with the Attorney General
dated May 24, 1999, which released Exide from all liabilities and claims which
have been or could be asserted against Exide in any civil or administrative
action arising out of, related to or connected with, directly or indirectly, the
following investigated matters: falsifying bids to the State of Florida; selling
defective batteries; selling used batteries as new; mislabeling batteries with
regard to warranty coverage, cold cranking amps, intended use and point of
manufacture; and improperly transferring credits among customer accounts.
When our current management learned of the Florida Attorney General's
investigation, we elected to fully cooperate with the Attorney General. That
cooperation led to the settlement agreement. It was expressly understood and
agreed that the settlement agreement was not to be construed as an admission of
liability or any acknowledgement of the claims asserted against Exide.
Under the settlement agreement, we agreed to pay the State of Florida $2.75
million in installments, with $1.25 million to be directed to a Florida
university of the attorney general's choosing. In addition, we have agreed to
make restitution at an estimated cost of $500,000 and to take certain further
actions, including ceasing the alleged practices, instituting certain battery
labeling practices and instituting a corporate ethics program. The settlement
applies to all batteries sold up to and including June 23, 1999.
While we believe the settlement marks the end of the Florida investigation,
the settlement does not preclude the Florida Attorney General from bringing
further claims with respect to the matters not covered by the settlement. We
also cannot assure you that other federal or state agencies or private claimants
will not investigate or bring charges with respect to these or other matters.
Exide is now or recently has been involved in several lawsuits pending in
state and federal courts in Alabama, North Carolina, Pennsylvania, South
Carolina, Tennessee and Texas, some of which were brought as purported class
actions. These actions allege that Exide sold old or used batteries as new
batteries, sold defective and mislabeled batteries and improperly credited
customer accounts and seek compensatory and punitive damages and, in one case,
injunctive relief. The following lawsuits of this type are currently pending:
Mathews v. Exide Corporation, et al., CV-95-91-TH, Circuit Court for Montgomery
County, Alabama, Exide Corporation v. East Alabama Auto Parts, CV-96-348,
Circuit Court for Calhoun County, Alabama, The Battery Shop, et al. v. Exide
Corporation, et al., CV 9606976, Circuit Court for Jefferson County, Alabama,
Dynamic Enterprises v. Exide Corporation, No. 5:98CV119, United States District
Court for the Eastern District of Texas, Dynamic Enterprises v. Exide
Corporation, No. 5:98CV120, United States District Court for the Eastern
District of Texas, Martin v. Exide Corporation, No. 3:98-2035-10, United States
District Court for the District of South Carolina, Mathis Battery Company, et
al. v. Exide Corporation, et al., No. 15735, Chancercy Court for Weakley County,
Tennessee and Gamma Group, et al. v. Exide Corporation, No. 99-2942, United
States District Court for the Eastern District of Pennsylvania. We cannot
18
<PAGE>
assure you that we will be successful in the defense of these claims or that
additional claims will not be brought.
On May 3, 1999, we went to trial in the case of Exide Corporation v. East
Alabama Auto Parts Anniston, Inc. The case involved our breach of contract claim
against East Alabama to collect an outstanding receivable of $13,000 and their
breach of contract and fraud counterclaims, alleging that Exide sold them
defective batteries. The jury returned a verdict for Exide on its breach of
contract claim, for Exide on the East Alabama's breach of contract counterclaim
and for East Alabama on its fraud counterclaim. The jury awarded zero
compensatory damages and $1.5 million punitive damages. The judge declared a
mistrial due to the inconsistency between the compensatory damages verdict and
the punitive damages awarded. We have petitioned the Alabama Supreme Court to
compel the trial judge to enter the verdict as rendered, which we believe would
render the punitive damages verdict unenforceable. The trial judge has reset
this matter for trial on July 19, 1999.
We recently entered into an agreement to settle a class action lawsuit
pending against the Company and three of its former senior officers who were
also directors that alleges violations of the anti-fraud provisions of Section
10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder. The
complaint alleges that the market price of the Company's stock was artificially
inflated as a result of alleged misstatements and omissions regarding the
quality, adequacy and honesty of the Company's manufacturing processes, the
Company's revenues, cost of goods sold, warranty expenses, net income,
inventory, accounts receivable and warranty liability. Specifically, the
complaint alleges that senior executives of the Company instructed employees to
inflate publicly reported financial results and sold old or used batteries as
new batteries, sold defective and mislabeled batteries and improperly credited
customer accounts. We have entered into a settlement agreement with the
plaintiffs in this lawsuit, providing for a payment by the Company's insurers
of $10.25 million in satisfaction of all claims. The court has preliminarily
approved the settlement, certified a class of all persons who purchased the
Company's common stock from June 27, 1995 through July 29, 1998 and ordered that
notice be sent to the class. A final hearing will be held on September 2, 1999
and, if the settlement is approved, will result in the claims asserted in this
action, as well as any other claims relating to the Company's common stock, SEC
filings or the conduct of the Company's business during the class period, being
released and dismissed with prejudice.
Our current senior management and Board of Directors have retained outside
counsel to investigate and will continue to investigate the allegations involved
in the foregoing matters. The Company has no tolerance for the practices alleged
and senior management has taken and will take action to prevent such practices
in the future.
We are also involved in various other claims and litigation incidental to
the conduct of our business. For a discussion of environmental issues relating
to our business, see "Business--Environmental, Health & Safety Matters."
Item 4 Submission of Matters to a Vote of Security Holders
None
19
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Our common stock is listed and traded on The New York Stock Exchange under
the symbol "EX." The following table presents the high and low sales prices for
our common stock as reported on The New York Stock Exchange Composite Tape and
dividends paid for the quarters indicated.
<TABLE>
<CAPTION>
DIVIDENDS
SALES PRICES DECLARED
- -----------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDING MARCH 31 HIGH LOW (PER SHARE)
<S> <C> <C> <C>
1997:
First Quarter....................................... $ 30.250 $ 18.875 $ 0.02
Second Quarter...................................... 28.500 22.500 0.02
Third Quarter....................................... 28.875 22.625 0.02
Fourth Quarter...................................... 25.500 16.000 0.02
1998:
First Quarter....................................... $ 23.125 $ 14.625 $ 0.02
Second Quarter...................................... 23.125 18.750 0.02
Third Quarter....................................... 34.250 20.563 0.02
Fourth Quarter...................................... 27.000 16.313 0.02
1999:
First Quarter....................................... $ 21.750 $ 16.625 $ 0.02
Second Quarter...................................... 19.125 9.125 0.02
Third Quarter....................................... 20.938 5.375 0.02
Fourth Quarter...................................... 21.500 11.000 0.02
</TABLE>
The last reported sale price of the common stock on The New York Stock
Exchange on June 25, 1999 was $13.9375 per share. As of June 25, 1999, we had
approximately 21,363,577 shares of our common stock outstanding and there were
549 record holders of common stock.
20
<PAGE>
Item 6. Selected Financial Data (In thousands, except per share data):
The following table sets forth selected financial data for Exide. You
should read this information in conjunction with our consolidated financial
statements and notes and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" that appear elsewhere in this document.
<TABLE>
<CAPTION>
Fiscal Year Ended March 31
-------------------------------------------------------------------------------------
1995 1996 1997 1998 1999
---------------- --------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Income Statement Data
Net sales....................... $ 1,198,546 $ 2,342,616 $ 2,333,230 $ 2,273,126 $ 2,374,278
Gross profit.................... 264,018 552,806 595,276 602,718 556,329
Selling, marketing and
advertising expenses........... 135,774 276,076 290,076 311,683 334,638
General and administrative
expenses....................... 59,744 137,086 145,869 135,606 169,744
Goodwill amortization........... 4,338 15,969 17,853 16,922 20,016
Operating income................ 64,162 123,675 141,478 138,507 31,931
Interest expense, net........... 52,565 120,600 118,837 112,301 111,679
Income taxes.................... 5,160 6,300 14,732 13,475 23,001
Income (loss) before
extraordinary loss............. 4,491 939 18,992 18,697 (129,620)
Extraordinary loss
(1)(2)(3)(4)(5)................ (3,597) (9,600) (2,767) (28,513) (301)
Net income (loss)............... $ 894 $ (8,661) $ 16,225 $ (9,816) $ (129,921)
Basic net income (loss) per $ 0.06 $ (0.44) $ 0.79 $ (0.48) $ (6.12)
share..........................
Diluted net income (loss) per $ 0.06 $ (0.42) $ 0.77 $ (0.45) $ (6.12)
share..........................
Other Financial Data
EBITDA (6)...................... $ 110,759 $ 230,131 $ 267,309 $ 259,552 $ 138,726
Cash provided by (used in):
Operating activities........ (69,134) 36,058 78,126 167,499 77,219
Investing activities........ (322,896) (499,830) (61,652) (76,182) (22,356)
Financing activities........ 418,314 449,473 (17,000) (95,446) (70,238)
Capital expenditures............ 61,257 106,385 84,200 87,315 76,211
Ratio of earnings to fixed
charges (7).................... 1.2x 1.0x 1.2x 1.2x 0.2x
Balance Sheet Data (at period end)
Working capital................. $ 395,875 $ 598,895 $ 616,128 $ 538,916 $ 438,772
Property, plant and equipment,
net............................ 423,876 578,722 521,836 535,113 498,660
Total assets.................... 1,637,589 2,711,429 2,452,807 2,348,616 2,167,841
Total debt...................... 645,135 1,340,025 1,289,682 1,248,983 1,205,806
Common stockholders' equity..... 413,230 439,400 371,410 294,948 151,202
</TABLE>
21
<PAGE>
1. During fiscal 1995, the Company recorded a loss of $3,597 (net of a tax
benefit of $2,300) resulting from the early retirement of the former U.S.
Credit Agreement in connection with entering into a new U.S. Credit
Agreement.
2. During fiscal 1996, the Company recorded a loss of $9,600 (net of a tax
benefit of $5,958) from the early retirement of debt under the U.S. Credit
Agreement.
3. During fiscal 1997, the Company recorded a loss of $2,767 with no income tax
effect resulting from a modification of debt in connection with entering
into a series of bond swap agreements for $38,000 (principal amount) of its
10% and 10 3/4% Senior Notes.
4. During fiscal 1998, the Company recorded a loss of $28,513 (net of a tax
benefit of $3,667) resulting from a modification of debt in connection with
entering a bond swap agreement for $21,000 (principal amount) of its 10%
Senior Notes; the retirement of its 10.75% Senior Notes and the remainder of
its 12.25% Senior Subordinated Deferred Coupon Debentures; the retirement of
the U.S. Credit Agreements and European Facilities Agreement in connection
with entering into the Senior Secured Global Credit Facilities Agreement; a
modification of debt in connection with reducing the maximum commitment on
the European Facilities Agreement; and the redemption of $108,119 (face
value) of its outstanding 12.25% Zero-Coupon Bonds.
5. During fiscal 1999, the Company recorded a loss of $301 with no income tax
effect resulting from a modification of debt in connection with entering
into bond swap agreements for $4,430 (principal amount) of its 10% Senior
Notes.
6. Represents earnings before interest, taxes, depreciation of property, plant
and equipment, goodwill and other amortization and losses on sales of
receivables. EBITDA should not be considered as an alternative to net income
as an indicator of the Company's operating performance or to cash flows as a
measure of liquidity. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
7. For purposes of computing the ratio of earnings to fixed charges, earnings
consist of income (loss) before income taxes plus fixed charges (excluding
capitalized interest) and amortization of capitalized interest. Fixed
charges consist of interest expense, amortization of debt expense,
capitalized interest, and one-third of rent expense, representative of the
interest factor.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Factors Which Affect Our Financial Performance
In the last three fiscal years, our financial performance has been affected
by several major factors.
Lead. Lead is the principal raw material used in the manufacture of
batteries, representing approximately one-third of our cost of goods sold. The
market price of lead fluctuates significantly. Generally, when lead prices
decrease, many of our customers seek disproportionate price reductions from us,
and when lead prices increase, customers tend to be more accepting of price
increases. Lead market prices declined substantially over the last three fiscal
years.
Competition. The automotive battery market in North America and the
automotive and industrial battery markets in Europe are highly competitive. In
recent years, competition has increased and we have come under increasing
pressure for price reductions. Price competition in Europe has been particularly
intense. This price competition has been exacerbated by an environment of low-
priced Asian imports, excess capacity and declining lead prices. Prices are
continuing to decline in Europe, but at a slower rate, due in part to
improvements in the Asian economies and recent lead price increases.
Exchange Rates. We are exposed to foreign currency risk in most European
countries, principally Germany, France, United Kingdom, Spain, and Italy.
Movements of exchange rates against the U.S. dollar can result in variations in
the U.S. dollar value of our non-US sales. In some instances gains in one
currency may be offset by losses in another. Our results for fiscal 1997 and
1998 were adversely impacted by weakness in all European currencies except the
pound sterling.
Weather. Unusually cold winters or hot summers accelerate battery failure
and increase demand for automotive replacement batteries. During the periods
discussed below, unusually warm winters resulted in fewer automotive battery
failures in North America and Europe and this adversely affected our aftermarket
sales.
Sears. Sears, whom we began supplying in fiscal 1995, accounted for a
significant portion of our North American aftermarket sales (approximately $82
million, $86 million, and $94 million in fiscal 1997, 1998 and 1999,
respectively). Our aggressive pricing to obtain the Sears business resulted in
prices to them about one-third less than our average sales prices on other North
American aftermarket sales. In addition, our selling and distribution costs
were greater for Sears than our other major customers. After extensive
discussions in fiscal 1999, we terminated our supply relationship with Sears.
Acquisition of DETA. We purchased DETA, a German battery manufacturer, in
September 1997 for approximately $34 million, plus approximately $64.6 million
of assumed debt. Accordingly, DETA's results of operations were included for
seven months of fiscal 1998 and all of fiscal 1999. DETA's sales in fiscal 1999
were $222.0 million compared to $124.0 million for fiscal 1998.
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Write downs of non-core and excess assets. In fiscal 1999, our earnings
were reduced by $48.0 million as a result of charges for certain non-core assets
which we decided to sell and the closure of certain facilities.
Results of Operations
Year Ended March 31, 1999 Compared with Year Ended March 31, 1998
Net Sales. Net sales increased $101.2 million or 4.4% to $2,374.3 million
as compared to $2,273.1 million in fiscal 1998. The increase was primarily
attributable to the following factors:
. The inclusion of DETA (a German industrial and automotive battery
manufacturer) acquired on September 1, 1997 for 12 months of fiscal 1999
versus 7 months of fiscal 1998 ($75.5 million).
. Higher automotive battery volumes in North America of 5.2% ($40.0 million)
offset by higher sales deductions of $11.7 million.
Along with a full year of DETA sales, European sales were also favorably
impacted by exchange rates ($17.8 million) and slightly higher automotive unit
volume. These increases were partially offset by unfavorable automotive battery
pricing/mix in Europe ($6.2 million), lower industrial sales (excluding the full
year effect of DETA) of $8.9 million and a reduction in other European sales
($10.3 million). Industrial battery sales (included above) for fiscal 1999 were
$730.7 million for fiscal 1999 versus $691.4 million in 1998.
Gross Profit. Gross profit for fiscal 1999 decreased $46.4 million or 7.7%
to $556.3 million. The decrease in gross profit is largely a result of the items
discussed above and the following:
. A $44.3 million charge related to write-downs associated with exiting non-
core business activities and the closure of certain facilities,
. A $6.6 million loss on lead hedging contracts in North America,
. A $6.1 million charge for an adverse appellate court ruling in a patent
infringement lawsuit,
. A $3.7 million charge for the write-off of inventory and equipment related
to an abandoned project and
. A $2.1 million charge for the write-off of unsaleable inventory specified
for the Russian market.
These decreases were partially offset by reduced manufacturing costs,
particularly in Europe, along with the impact of sales volume increases
mentioned above and a greater emphasis on sales of higher profit margin
batteries.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $60.2 million or 13.0% to $524.4 million. The
impact of including DETA for 12 months in fiscal 1999 versus only 7 months in
fiscal 1998 resulted in approximately $19.3 million of the increase. Also
contributing to this increase was:
. Charges of $8.8 million related to specific legal expenses, including
settlement of the Florida Attorney General investigation.
. A $8.5 million charge for increased bad debt reserves primarily related to
North American
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customers who have filed for bankruptcy,
. A $7.1 million charge related to separation packages of 25 executives and
additional retirement charges,
. A $4.8 million charge for uncollectable receivables from sales in Russia,
. The unfavorable impact of foreign exchange rates ($3.9 million) and
. A $2.4 million charge relating to write-downs associated with existing non-
core buisness activities.
Goodwill amortization increased $3.1 million or 18.3% to $20.0 million from
$16.9 million in 1998, resulting primarily from the write-off of goodwill
associated with the closure of a smelter operation and the write-off of impaired
goodwill from certain branch acquisitions of $2.4 million.
Operating Income. Operating income decreased $106.6 million as a result of
the matters discussed above.
Interest Expense. Interest expense decreased $0.6 million or 0.6% to
$111.7 million versus $112.3 million in 1998 as a result of lower rates achieved
through debt restructuring completed in the third and fourth quarters of fiscal
year 1998.
Other (Income) Expense, net. Other (income) expense, net in 1999 was $28.9
million versus ($5.9) million in 1998 for a change of $34.8 million.
Contributing to this change was:
. Currency transaction losses in 1999 of $8.6 million versus currency
transaction gains of $6.8 million in 1998,
. A $6.0 million charge in 1999 recorded for an amendment fee related to
interest rate swap agreements and
. Additionally, fiscal 1998 included a $5.6 million gain from an involuntary
conversion due to a fire.
Income Tax Provision. Income tax expense increased $9.5 million to $23.0
million despite the $140.7 million reduction in pre-tax earnings. This increase
relates principally to the Company's inability to further tax benefit its U.S.
and certain European tax losses.
Net Income/Loss. The net loss increased from $9.8 million in fiscal 1998
to $129.9 million in fiscal 1999 primarily as a result of the matters discussed
above offset by a $28.2 million reduction in its extraordinary loss relating to
the early retirement of debt.
Year Ended March 31, 1998 Compared with Year Ended March 31, 1997
Net Sales. Net sales decreased 2.6% ($60.1 million) to $2,273.1 million in
fiscal 1998 from $2,333.2 million in fiscal 1997. The decrease was principally
attributable to the impact of changes in foreign exchange rates ($171.4 million)
and the fiscal 1997 divestiture of Evanite ($27.3 million) offset by the fiscal
1998 acquisition of DETA ($123.5 million). Industrial battery sales (included
above) for fiscal year 1998 were $691.4 versus $631.1 million in fiscal 1997.
Gross Profit. Although sales decreased 2.6% in fiscal 1998 as compared to
fiscal 1997, gross profit increased $7.4 million in fiscal 1998 versus 1997. The
gross profit margin
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was 26.5% in fiscal 1998 versus 25.5% in fiscal 1997. The increase in gross
profit is largely the result of:
. the acquisition of DETA in fiscal 1998 ($34.9 million),
. manufacturing cost reductions related to the continuing European
rationalization/consolidation process and
. the favorable effects of certain environmental developments during fiscal
1998.
These favorable items were offset in part by the effects of weaker European
currencies ($52.4 million) and the fiscal 1997 divestiture of Evanite which
contributed $5.7 million of gross profit in fiscal 1997. The gross profit was
also favorably affected by the higher gross margins (28.3%) of the DETA
acquisition and product mix, including the higher margin Exide NASCAR Select
products.
Selling, Marketing and Advertising Expenses. Selling, marketing and
advertising expenses increased $21.6 million or 7.4% largely due to the
acquisition of DETA ($17.6 million), higher U.S. advertising costs for the
launch of the Exide NASCAR Select line of products and higher provisions ($2.4
million) for accounts receivable losses primarily as a result of the bankruptcy
filings by certain major U.S. retailers mostly during the fourth fiscal quarter.
Offsetting these increases were the effects of weaker currencies ($24.1
million), the 1997 Evanite divestiture ($0.6 million) and savings from headcount
reductions in Europe resulting from the rationalization/consolidation.
General and Administrative Expenses. General and administrative expenses
decreased $10.3 million or 7% in fiscal 1998 versus 1997 due to the effects of
weaker currencies ($10.4 million), the 1997 Evanite divestiture ($3.0 million)
and savings from headcount reductions in Europe resulting from
rationalization/consolidation offset by the increase due to DETA ($10.8
million). Goodwill amortization decreased slightly as a result of the weakening
of European currencies offset by the increased amortization resulting from the
DETA acquisition.
Operating Income. Operating income decreased $3.0 million, or 2.1%, as a
result of the matters discussed above.
Interest Expense. Interest expense decreased $6.5 million, or 5.5%,
primarily due to the effect of changes in foreign exchange rates ($5.5 million)
and to the lower rates related to the refinancing of debt in fiscal 1998, offset
by the increased expense for the borrowing related to the acquisition of DETA.
Other Income. Other income, net was $5.9 million for fiscal 1998 versus
$12.4 million for fiscal 1997. The $6.5 million decrease principally relates to
the fiscal 1997 gain on sale of Evanite ($8.3 million) and increased losses on
the sales of accounts receivable and associated fees in Europe in fiscal 1998
($7.6 million). Offsetting this decrease was a gain from an involuntary
conversion due to a fire in fiscal 1998 ($5.6 million).
Net Income. Net income decreased $26.0 million to a loss of $9.8 million
in fiscal 1998, primarily as a result of a $28.5 million extraordinary loss (net
of income tax benefit of $3.7 million) related to the early retirement of debt.
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Seasonality and Weather
We sell most of our automotive batteries during the fall and early winter
(our second and third fiscal quarters). Retailers buy automotive batteries
during these periods so they will have enough inventory when cold weather
strikes. In addition, many of our industrial battery customers in Europe do not
place their battery orders until the end of the calendar year. The seasonality
of our business increases our working capital requirements.
Demand for automotive batteries is significantly affected by the weather.
Unusually cold winters or hot summers accelerate battery failure and increase
demand for automotive replacement batteries. Mild winters and cool summers have
the opposite effect. As a result, if our sales are reduced by an unusually warm
winter or cool summer, it is not possible for us to recover these sales in later
periods. Further, if our sales are adversely affected by the weather, we cannot
make offsetting cost reductions to protect our gross margins because a large
portion of our manufacturing and distribution costs are fixed. We have a number
of products, such as marine batteries and lawn and garden tractor batteries that
tend to offset this seasonality somewhat.
Liquidity and Capital Resources
Our liquidity requirements arise primarily from the funding of seasonal
working capital needs, obligations on our indebtedness and capital expenditures.
Historically, we have met these liquidity requirements through operating cash
flows, borrowed funds and the proceeds of sales of accounts receivable and sale
leaseback transactions. We have a U.S. receivables purchase agreement and a
European receivables purchase agreement under which the other parties have
committed (subject to certain exceptions) to purchase selected accounts
receivable from us, up to a maximum commitment of $75.0 million and $175.0
million, respectively. Our greatest cash demands from operations occur during
the months of June through October. We believe we will be able to meet our
requirements for liquidity with cash generated from operations, reduced working
capital requirements, borrowings under the revolving credit portion of our
credit agreement and the proceeds from sales of accounts receivable under our
securitization facilities and/or sales of non-core assets.
Our cash flow from operating activities was $78.1 million, $167.5 million
(including $134.2 million of receivables sales) and $77.2 million (including
$29.3 million of receivables sales) in fiscal 1997, 1998 and 1999, respectively.
Because of the seasonality of our business, more cash is typically generated in
our third and fourth fiscal quarters than the first and second quarters. In the
next several years, we will evaluate the cost and benefit of closing additional
plants in Europe which would necessitate cash payments for severance and other
closure costs. We are reviewing all aspects of our operations and are planning
to divest certain other non-core operations in order to generate cash.
Exide's capital expenditures were $84.2 million, $87.3 million and $76.2
million in fiscal 1997, 1998 and 1999, respectively. The credit agreement
restricts the amount of capital expenditures which we can make, but we believe
that such restrictions will not adversely effect our capital expenditure
programs.
As of March 31, 1999, we had $448.1 million outstanding and $146.6 million
available under our credit agreement after consideration of $24.0 million of
outstanding letters of credit. Increases in interest rates on such obligations
could adversely affect our results of operations and financial condition. The
credit agreement is fully secured by guarantees of our European
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subsidiaries and by most of our fixed assets, inventory and receivables. We have
an interest rate collar agreement which reduces the impact of changes in
interest rates on a portion of our floating rate debt. The collar agreement
effectively limits the PIBOR (Paris Interbank Offered Rate) base interest rate
on 593.1 million French francs (U.S. $100 million) of borrowings to no more than
6.6% and no less than 3.5% through December 23, 2000. We have two currency and
interest rate swap agreements which effectively convert $175 million of
borrowings under the credit agreement into 778.8 million French francs
(U.S. $133 million) and 25.2 million British pounds sterling (U.S. $42 million).
We receive LIBOR (London Interbank Offered Rate) and pay PIBOR and pounds
sterling LIBOR.
The Company has an 81.5% investment in a European joint venture. The other
party to the transaction has the right to require the Company to purchase its
18.5% interest in the joint venture at any time after September, 1999 for a
defined multiple of earnings of the joint venture.
As of March 31, 1999, we have significant net operating loss carryforwards
in Europe and in the United States which are available, subject to certain
restrictions, to offset future U.S. and certain European countries taxable
income. ( See Note 9 to our Consolidated Financial Statements).
The Company's net deferred tax assets include certain amounts of net
operating loss carryforwards principally in the U.S., which management believes
are realizable through a combination of anticipated tax planning strategies and
forecasted future taxable income. In fiscal 1997 and fiscal 1998, the Company
implemented certain tax planning strategies which utilized a portion of such
deferred tax assets. Failure to achieve forecasted future taxable income might
affect the ultimate realization of any remaining recorded net deferred tax
assets.
Effects of Inflation
Inflation has not had a material impact on our operations during the past
three years. We generally have been able to offset the effects of inflation
with price increases, cost-reduction programs and operating efficiencies.
Future Environmental Developments
We are subject to extensive federal, state, local and foreign
environmental, health and safety laws and regulations. Future environmental,
health and safety standards may be more stringent. We anticipate that such
potential standards could cause an increase in our capital expenditures and
operating costs. Unless and until the standards are adopted it is not possible
to estimate these costs with any certainty or to predict whether they will have
a material effect on our financial condition or results of operations. See
"Business--Environment, Health and Safety Matters."
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Year 2000 Issue
We rely on information technology systems (hardware, operating systems,
software applications) to support many key operations of our business, including
sales order processing, production scheduling, purchasing, distribution,
financial accounting, and others. We have conducted initial assessments of all
systems and have determined that many were not Year 2000 compliant. We believe
all of these systems must be made compliant to ensure no material business
interruption. To date, the majority of our information technology systems have
been made compliant. Additionally, our Year 2000 plans include the assessment
and related remediation of any non-information technology systems that may
incorporate embedded computer chip technology. Some of our manufacturing
equipment contains such technology.
We have identified the systems/equipment that need remediation, as well as
the actions, resources needed, and the time frames to perform the remediation.
Compliance assessments are ongoing and we make modifications to individual
project plans as needed. We are monitoring our overall remediation status on a
regular basis, including periodic reporting to our audit committee.
We have made significant progress in our Year 2000 remediation efforts.
Costs for North American Year 2000 remediation are approximately $1.5 million,
of which $0.9 million has been expended to date.
We expect to achieve Year 2000 compliance in Europe for information
technology and non-information technology systems by September 30, 1999. The
estimated costs for our European Year 2000 remediation efforts is approximately
$3.5 million of which $1.4 million has been expended to date.
In addition to our own Year 2000 compliance, we believe that our business
could potentially be adversely impacted if our key suppliers do not achieve
timely and successful Year 2000 compliance with their systems and equipment. We
have been in contact with our key business partners regarding their Year 2000
readiness. Our vertically integrated structure, particularly in North America
and to a lesser extent in Europe, might mitigate the adverse impact of third
parties' Year 2000 issues on us.
We are implementing our Year 2000 program in the following seven phases,
some of which have been completed, while others are being conducted
concurrently:
Inventory. This phase involved the identification and validation of an
inventory of all systems that could be affected by the Year 2000 issue. The
inventory phase has been completed.
Assessment. This phase involved the initial testing and code scanning to
determine whether remediation is needed and to develop a remediation plan, if
applicable. The assessment of business information systems for both North
America and Europe was completed by April 1998. The assessment of
infrastructure items and embedded systems was substantially completed by June
1998 for North America and by December 1998 for Europe.
Remediation. This phase involves the design and execution of a remediation
plan. We have substantially completed the remediation of our critical systems
and are on track to meet our remediation targets.
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System Test. This phase involves the testing of remediation items to ensure
that they function normally after being returned to their original operating
environment. It is closely related to the remediation phase and follows
essentially the same schedule.
Implementation. This phase involves the return of items to normal
operation after satisfactory performance in system testing. It follows
essentially the same schedule as remediation and system testing.
Readiness Testing. This phase involves the planning for and testing of
integrated systems in a Year 2000-ready environment, including ongoing auditing
and follow-up. This phase commenced in the second quarter of 1999 and is
expected to be a major focus of the Year 2000 program throughout 1999.
Contingency Planning. This phase involves the development and execution of
plans that narrow the focus on specific areas of significant concern and
concentrate resources to address them. We currently believe that the most
reasonably likely worst case scenario is that there will be some localized
disruptions of systems that will affect individual business processes,
facilities or suppliers for a short time rather than systemic or long-term
problems affecting our business operation as a whole. Our contingency planning
will continue to review systems and other aspects of our business throughout
1999. Because there is uncertainty as to which activities may be affected and
the exact nature of the problems that may arise, our contingency planning will
focus on minimizing the scope and duration of any disruptions by having
sufficient personnel and other resources in place to permit a flexible, real-
time response to specific problems as they may arise at individual locations
around the world. Specific contingency plans and resources for permitting the
necessary flexibility of response have been identified and are being put into
place.
The cost of our Year 2000 program is being expensed as incurred with the
exception of capitalizable replacement hardware. Total Year 2000 remediation
spending is estimated at approximately $5.0 million (of which $2.3 million has
been incurred as of March 31, 1999) and is not expected to be material to our
operation, liquidity or capital resources.
We do not currently anticipate that we will experience a significant
disruption of our business as a result of the Year 2000 issue. However, there
is still uncertainty about the broader scope of the Year 2000 issue as it may
affect Exide and third parties, including our customers, that are critical to
our operations. For example, lack of readiness by electrical and water
utilities, financial institutions, governmental agencies or other providers of
general infrastructure could, in some geographic areas, pose significant
impediments to our ability to carry on our normal operations in the area or
areas so affected. In the event that we are unable to complete our remedial
actions as described above and are unable to implement adequate contingency
plans in the event that problems are encountered, there could be a material
adverse effect on our business.
Conversion to the Euro Currency
On January 1, 1999, certain member countries of the European Union
established fixed conversion rates between their existing currencies and a
common currency, the Euro. We conduct significant business in these member
countries. The transition period for the introduction of the Euro is between
January 1, 1999 and June 30, 2002. We are addressing the issues involved with
the introduction of the Euro. The more important issues facing us include:
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. converting information technology systems,
. reassessing currency risk,
. negotiating and amending contracts, and
. processing tax and accounting records.
Based upon progress to date, we believe that use of the Euro has not and
will not have a significant impact on the manner in which we conduct our
business affairs and process our business and accounting records. Accordingly,
conversion to the Euro has not and is not expected to have a material effect on
our financial condition or results of operations.
Quantitative and Qualitative Disclosures About Market Risks
We are exposed to market risks from changes in foreign currency exchange
rates, certain commodity prices and interest rates. In order to manage these
risks, we participate in a risk management program, which includes entering into
a variety of foreign exchange and commodity forward contracts and options.
A discussion of our accounting policies for derivative instruments is
provided in Notes 1 and 3 to the financial statements. We maintain risk
management control systems to monitor foreign exchange, commodity and interest
rate risks, and related hedge positions. Positions are monitored using a variety
of analytical techniques including market value, sensitivity analysis, and
value-at-risk models. The following analyses are based on sensitivity analysis
tests which assume instantaneous, parallel shift in exchange rates and commodity
prices. For options and instruments with non-linear returns, appropriate models
are utilized to determine the impact of sensitivity shifts.
Foreign Currency Exchange Rate Risk
We have foreign currency exposures related to buying, selling and financing
in currencies other than the local currencies in which we operate. More
specifically, we are exposed to foreign currency risk related to uncertainty to
which future earnings or assets and liability values are exposed due to
operating cash flows and various financial instruments that are denominated in
foreign currencies. Currently, our most significant foreign currency exposures
relate to France, Italy, United Kingdom, Spain and Germany.
As of March 31, 1999, the net fair value asset of financial instruments
with exposure to foreign currency risk was about $4.9 million. The potential
loss in fair value liability for such financial instruments from a hypothetical
10% adverse change in quoted foreign currency exchange rates would be about
$12.0 million. The model assumes a parallel shift in foreign currency exchange
rates; however, exchange rates rarely move in the same direction. The
assumption that exchange rates change in a parallel fashion may overstate the
impact of changing exchange rates.
Commodity Price Risk
We enter into commodity forward and option contracts. Such contracts are
executed to offset our exposure to the potential change in prices mainly for
various metals used in the manufacturing of our lead acid batteries. The net
fair value liability of such contracts, excluding
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the underlying exposures, as of March 31, 1999 was about $19.8 million. The
potential change in the fair value of commodity forward and option contracts,
assuming a 10% change in underlying commodity price, would be about $2.0 million
at March 31, 1999. This amount excludes the offsetting impact of the price risk
inherent in the physical purchase of the underlying commodities.
Interest Rate Risk
We have historically entered into interest rate swaps and other interest
sensitive forward and option contracts. Such contracts are executed to offset
our exposure to interest rate risk on our debt.
Certain Hedging Activities
On May 11, 1998, we entered into an interest rate bond swap agreement for
$4.4 million (principal amount) of our 10% senior notes. Under the agreement,
we paid LIBOR plus 1.75% to a counterparty and received from the counterparty
the fixed coupon rate payments we made. At the end of the agreement, the
counterparty was guaranteed repayment of its open market purchase price of the
notes, which exceeded face value by $233,000. This debt modification was
accounted for as an extinguishment of debt, and the related write-off of
unamortized deferred financing costs, along with the premium paid by the
counterparty, resulted in an extraordinary loss of $301,000.
In October 1998, we paid an amendment fee of $6.0 million to the
counterparty to the interest rate swap agreements related to $45.1 million of
our 10% senior notes due 2005. This fee was recorded as other expense in the
third fiscal quarter of 1999. In November 1998, we terminated the $45.1 million
interest rate swap agreements. In connection with such termination, we made a
cash payment of $4.6 million, of which $2.5 million was recorded as a bond
discount. In January 1999, we amended certain provisions (effective December 27,
1998) of our existing credit agreement. After consideration of the amendments,
we were in compliance with all covenants. As of March 31, 1999, the net fair
value of the foreign currency and interest rate protection agreements was $3.9
million. These agreements effectively converted $175.0 million of debt into 788
million French francs (U.S. $133.0 million) and 25.2 million pounds sterling
(U.S. $42.0 million).
Recently Issued Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
requires recognition of all derivative financial instruments as either assets or
liabilities in consolidated balance sheets at fair value and determines the
method(s) of gain/loss recognition. We are required to adopt SFAS No. 133 with
our fiscal year ending March 31, 2002 and are currently assessing the effect
that it may have on our consolidated financial statements.
SFAS No. 133 provides that, if certain conditions are met, a derivative may
be specifically designated as:
. a hedge of the exposure to changes in the fair value of a recognized asset
or liability or an unrecognized firm commitment (a "fair value hedge");
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. a hedge of the exposure to variable cash flows of a forecasted transaction
(a "cash flow hedge"); or
. a hedge of the foreign currency exposure of a net investment in a foreign
operation, an unrecognized firm commitment, an available-for-sale security
or a foreign-currency-denominated forecasted transaction (a "foreign
currency hedge").
Under SFAS No. 133, the accounting for changes in the fair value of a derivative
depends on its intended use and designation. For a fair value hedge, the gain or
loss is recognized in earnings in the period of change together with the
offsetting loss or gain on the hedged item. For a cash flow hedge, the effective
portion of the derivative's gain or loss is initially reported as a component of
other comprehensive income and subsequently reclassified into earnings when the
forecasted transaction affects earnings. For a foreign currency hedge, the gain
or loss is reported in other comprehensive income as part of the cumulative
translation adjustment. For all other items not designated as hedging
instruments, the gain or loss is recognized in earnings in the period of change.
Item 8. Financial Statements and Supplementary Data
See Index to Consolidated Financial Statements and Schedule at page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
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PART III
Item 10. Directors and Executive Officers of the Registrant
The following sets forth certain biographical data regarding our current
directors and executive officers:
Robert A. Lutz, 67, has served as Chairman, President and Chief Executive
Officer of Exide since December 1998. Mr. Lutz retired in July 1998 as Vice
Chairman of Chrysler. Previously, Mr. Lutz was Chrysler's President and Chief
Operating Officer responsible for its car and truck operations worldwide. Prior
to joining Chrysler, Mr. Lutz held senior executive and operating positions with
Ford, GM and BMW. Mr. Lutz is also a director of Northrop Grumman, ASCOM, a
Swiss telecommunications and electronics company, and Silicon Graphics.
Santiago Ramirez, 47, has been the chief executive officer of Exide Holding
Europe, our principal European subsidiary, since July 1995. He joined Exide in
1994 when we acquired Sociedad Espanola del Acumulador Tudor, S.A. ("Tudor"), a
European lead acid battery manufacturer. At the time we acquired Tudor, Mr.
Ramirez was its chief executive officer.
James M. Diasio, 42, has been our Executive Vice President and Chief
Financial Officer since October 1998. He returned to Exide after serving, since
October 1997, as the Vice President, Finance at American Meter Company, a
worldwide supplier of gas meters, regulators, instrumentation and controls. Mr.
Diasio previously served as Exide's Vice President and Controller from August
1996 to September 1997 and Controller from April 1994 to August 1996.
Ronald J. Gardhouse, 52, has been Executive Vice President and Chief
Financial Officer Exide Holding Europe since May 1999, following his retirement
from a 24-year career with Chrysler. During his tenure at Chrylser, Mr.
Gardhouse served as Assistant Treasurer from 1993 to 1996 and President, Asia
Pacific Operations from July 1996 to April 1999.
Jack J. Sosiak, 60, has been Exide's senior executive in charge of human
resources since 1983, most recently as Executive Vice President since February
1995.
John R. Van Zile, 47, has been our Vice President and General Counsel since
October 1996. Prior to joining Exide, Mr. Van Zile was Assistant General
Counsel/Assistant Secretary of Coltec Industries, a manufacturer of commercial,
industrial and aerospace products, a position he held since January 1985.
Francois J. Castaing, 54, has served as a director of Exide since March
1999. Mr. Castaing is President of Castaing & Associates, an automotive
industry consulting firm. From 1987 until his retirement in 1997, Mr. Castaing
was an executive with Chrysler, most recently an Executive Vice President,
responsible for vehicle engineering.
Robert H. Irwin, 71, has served as a director of Exide since July 1990.
Mr. Irwin is retired and provides consulting services to various companies.
Prior to his retirement, Mr. Irwin worked for 30 years at Chrysler in a variety
of engineering and managerial positions and then as President of The Batesville
Casket Company. Mr. Irwin is also a director of Le Roy Industries, Inc., a
manufacturer of automotive parts.
34
<PAGE>
John A. James, 57, became a director of Exide in March 1999. Mr. James is
Chairman of the Board and Chief Executive Officer of The O-J Group, a group of
transportation-related companies which he co-founded in 1971. Mr. James is also
a director of the Hartford Development Foundation and a member of the National
Association of Black Automotive Suppliers.
Heinz C. Prechter, 57, became a director of Exide in March 1999. Mr.
Prechter is Chairman of Prechter Holdings, a holding company he founded in 1965
that owns various manufacturing companies, one of which is a supplier of the
automobile industry. Mr. Prechter is also the Founding Chairman and Director of
Automotive Supplier Co-Operative.
Thomas J. Reilly, Jr., 59, became a director of Exide in 1996. Until 1996,
Mr. Reilly was a partner with Arthur Andersen LLP, which he joined in 1965. Mr.
Reilly is also a director of Richards Apex, Inc., a chemical manufacturing
company, and R.W. Sauder, Inc., an egg processing and marketing company.
John E. Robson, 68, became a director of Exide in March 1999. Mr. Robson
is an investment banker with BancBoston Robertson Stephens Inc. From 1989 to
1993, Mr. Robson served as Deputy Secretary of the United States Treasury. Mr.
Robson is also a director of ProLogis Trust, a global provider of distribution
services and facilities, Monsanto and Northrop Grumman.
James T. Watson, 63, has served as a director of Exide since 1997. Mr.
Watson spent over 30 years with Chrysler in various senior purchasing positions,
most recently as Director--International Procurement. He was appointed Vice
President--Procurement for Porsche AG in 1997.
ITEM 11. Executive Compensation
The information under the heading Executive Compensation in the Company's
definitive Proxy Statement for its annual meeting of stockholders to be held on
August 11, 1999, is hereby incorporated by reference.
ITEM 12. Description of Capital Stock
The information under the heading Stock Ownership in the Company's
definitive Proxy Statement for its annual meeting of stockholders to be held on
August 11, 1999, is hereby incorporated by reference.
ITEM 13. Certain Relationships and Related Transactions
The information under the heading Certain Transactions in the Company's
definitive Proxy Statement for its annual meeting of stockholders to be held on
August 11, 1999, is hereby incorporated by reference.
35
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Index to Financial Statements
See Index to Consolidated Financial Statements and Schedule at
page F-1.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
(c) Exhibits Required by Item 601 of Regulation S-K
See Index to Exhibits.
(d) Financial Statement Schedules
See Index to Consolidated Financial Statements and Schedule at
page F-1.
36
<PAGE>
CAUTIONARY STATEMENT FOR PURPOSES OF THE
SAFE HARBOR PROVISION OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Except for historical information, this report may be deemed to contain
"forward-looking" statements. The Company desires to avail itself of the Safe
Harbor provisions of the Private Securities Litigation Reform Act of 1995 (the
"Act") and is including this cautionary statement for the express purpose of
availing itself of the protection afforded by the Act.
Examples of forward-looking statements include, but are not limited to (a)
projections of revenues, cost of raw materials, income or loss, earnings or loss
per share, capital expenditures, growth prospects, dividends, the effect of
currency translations, capital structure and other financial items, (b)
statements of plans of and objectives of the Company or its management or Board
of Directors, including the introduction of new products, or estimates or
predictions of actions by customers, suppliers, competitors or regulating
authorities, (c) statements of future economic performance and (d) statements of
assumptions, such as the prevailing weather conditions in the Company's market
areas, underlying other statements and statements about the Company or its
business.
The Company's core business, the design, manufacture and sale of lead acid
batteries, and the Company's structure involves risk and uncertainty. Important
factors that could affect the Company's results include, but are not limited to
(i) unseasonable weather (warm winters and cool summers) which adversely affects
demand for automotive and some industrial batteries, (ii) the Company's
substantial debt and debt service requirements which restrict the Company's
operational and financial flexibility, as well as imposing significant interest
and financing costs, (iii) the Company is subject to a number of litigation
proceedings, the results of which could have a material adverse effect on the
Company and its business, (iv) the Company's assets include the tax benefits of
net operating loss carry forwards, realization of which are dependent upon
future taxable income, (v) lead, which experiences significant fluctuations in
market price and which, as a hazardous material, may give rise to costly
environmental and safety claims, can affect the Company's results because it is
a major constituent in most of the Company's products, (vi) the battery markets
in North America and Europe are very competitive and, as a result, it is often
difficult to maintain margins, (vii) the Company's consolidation and
rationalization of recently acquired European entities requires substantial
management time and financial and other resources and is not without risk, and
(viii) foreign operations involve risks such as disruption of markets, changes
in import and export laws, currency restrictions and currency exchange rate
fluctuations. Therefore, the Company cautions each reader of this report to
carefully consider those factors here-in-above set forth, because such factors
have, in some instances, affected and in the future could affect, the ability of
the Company to achieve its projected results and may cause actual results to
differ materially from those expressed herein.
37
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
EXIDE CORPORATION
By: /s/ Robert A Lutz
------------------------------------------
Robert A. Lutz
Chairman, President and
Chief Executive Officer
By: /s/ James M. Diasio
------------------------------------------
James M. Diasio
Executive Vice President and
Chief Financial Officer
Date: June 29, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
By: /s/ Robert A. Lutz By: /s/ John A. James
--------------------------------------- --------------------------
Robert A. Lutz, Chairman, President and John A. James, Director
Chief Executive Officer
By: /s/ James M. Diasio By: /s/ Heinz C. Prechter
----------------------------------------- --------------------------
James M. Diasio, Executive Vice President Heinz C. Prechter,
and Chief Financial Officer Director
By: /s/ Kenneth S. Pawloski By: /s/ Thomas J. Reilly, Jr.
----------------------------------------- --------------------------
Kenneth S. Pawloski, Vice President, Thomas J. Reilly, Jr.,
Corporate Controller Director
By: /s/ Francois J. Castaing By: /s/ John E. Robson
----------------------------------------- --------------------------
Francois J. Castaing, Director John E. Robson, Director
By: /s/ Robert H. Irwin By: /s/ James T. Watson
----------------------------------------- --------------------------
Robert H. Irwin, Director James T. Watson, Director
38
<PAGE>
INDEX TO EXHIBITS
3.1 Restated Certificate of Incorporation of the Registrant, incorporated by
reference to Exhibit 4.1 of the Registrant's Registration Statement on
Form S-3 (No. 333 - 29991).
3.2 Restated Bylaws of the Registrant.
3.3 Form of Rights Agreement dated as of September 18, 1998 between Exide
Corporation and American Stock Transfer and Trust Company, as Rights
Agent, including the form of Certificate of Designation, Preferences and
Rights of Junior Participating Preferred Shares, Series A attached
thereto as Exhibit A, the form of Rights Certificate attached thereto as
Exhibit B and the Summary of Rights attached thereto as Exhibit C,
incorporated by reference to Exhibit 4.1 to the Registrant's Current
Report on Form 8-K filed September 21, 1998.
4.1 Registration Rights Agreement among the Registrant, Wilmington
Securities, Inc. and certain other holders of the Registrant's Common
Stock, incorporated by reference to Exhibit 4.14 to the 1993 Registration
Statement.
4.2 Indenture dated as of April 28, 1995, between the Registrant and The Bank
of New York, as trustee, incorporated by reference to Exhibit 99.3 of the
Registrant's Form 8-K dated June 2, 1995.
4.3 Indenture dated as of December 15, 1995 between the Registrant and The
Bank of New York, as trustee, incorporated by reference to Exhibit 4.7 to
the Registrant's 1996 Annual Report on Form 10-K.
4.4 Fiscal and Paying Agency Agreement, dated April 23, 1997, by and among
Exide Holding Europe S.A., Exide Corporation, The Bank of New York and
Deutsche Bank Aktiengesellschaft, incorporated by reference to Exhibit
4.9 to the Registrant's 1997 Annual Report on Form 10-K.
10.1 Receivables Purchase Agreement, dated as of March 31, 1997, among Exide
U.S. Funding Corporation, Three Rivers Funding Corporation and the
Registrant, incorporated by reference to Exhibit 10.1 to the Registrant's
1997 Annual Report on Form 10-K.
10.2 Sale Agreement, dated March 31, 1997, between the Registrant and Exide
U.S. Funding Corporation, incorporated by reference to Exhibit 10.2 to
the Registrant's 1997 Annual Report on Form 10-K.
10.3 Separation Agreement with Arthur M. Hawkins/CynArt L.L.C. effective
October 15, 1998, incorporated by reference to Exhibit 10.26 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended December
27, 1998.
10.4 Separation Agreement with Douglas N. Pearson effective October 15, 1998,
incorporated by reference to Exhibit 10.27 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 27, 1998.
10.5 Separation Agreement with Alan E. Gauthier effective July 31, 1998,
incorporated by reference to Exhibit 10.28 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 27, 1998.
39
<PAGE>
10.6 Employment Agreement with James Diasio dated September 18, 1998,
incorporated by reference to Exhibit 10.29 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 27, 1998.
10.7 Employment Agreement with Robert A. Lutz.
10.8 Lease Agreement dated July 1, 1988 between the Registrant and an officer
of the Registrant pertaining to Chippewa Trail Lodge, incorporated by
reference to Exhibit 10.28 to the Registrant's 1989 Annual Report on Form
10-K.
10.9 Amendment to Lease Agreement dated October 24, 1988 between the
Registrant and Chippewa Trail Lodge, Inc., incorporated by reference to
Exhibit 10.29 to the Registrant's 1989 Annual Report on Form 10-K.
10.10 Assignment of Lease dated July 1, 1988 between an officer of the
Registrant and Chippewa Trail Lodge, Inc., incorporated by reference to
Exhibit 10.30 to the Registrant's 1989 Annual Report on Form 10-K.
10.11 Assignment and Assumption of Lease dated October 24, 1988 between an
officer of the Registrant and Chippewa Trail Lodge, Inc., incorporated by
reference to Exhibit 10.31 to the Registrant's 1989 Annual Report on Form
10-K.
10.12 Second Amendment to Lease Agreement dated July 1, 1995 between the
Registrant and Chippewa Trail Lodge, Inc., incorporated by reference to
Exhibit 10.11 to the Registrant's 1998 Annual Report on Form 10-K.
10.13 Lease Agreements (Series A and Series B) dated September 1, 1976
pertaining to the Salina, Kansas manufacturing facilities, incorporated
by reference to Exhibit 10.22 to the Registrant's Registration Statement
on Form S-1 (No. 33-13632), as amended (the "S-1 Registration
Statement").
10.14 Lease Agreement dated August 1, 1978, pertaining to the Reading,
Pennsylvania engineering facilities, incorporated by reference to Exhibit
10.23 to the S-1 Registration Statement.
10.15 Lease Agreement dated January 5, 1978, pertaining to the City of
Industry, California distribution facilities, incorporated by reference
to Exhibit 10.24 to the S-1 Registration Statement.
10.16 Lease Agreement dated August 11, 1986, pertaining to the Sumner,
Washington Distribution facilities, incorporated by reference to Exhibit
10.27 to the S-1 Registration Statement.
10.17 Lease Agreement beginning December 1, 1987, pertaining to the Travelers
Rest, South Carolina distribution facilities, incorporated by reference
to Exhibit 10.27 to the Registrant's 1988 Annual Report on Form 10-K.
40
<PAGE>
10.18 Asset Purchase Agreement, dated as of June 10, 1991, between the
Registrant and Yuasa Battery (America), Inc., incorporated by reference
to Exhibit 1 to the Registrant's Current Report on Form 8-K dated June
25, 1991.
10.19 EC Acquisition, Inc. 1993 Stock Award Plan, incorporated by reference to
Exhibit 10.23 to the S-1 Registration Statement.
10.20 Exide 1993 Long Term Incentive Plan, incorporated by reference to
Exhibit 10.25 to the S-1 Registration Statement.
10.21 Exide 1997 Stock Option Plan, incorporated by reference to Exhibit 10.20
to the Registrant's 1998 Annual Report on Form 10-K.
10.22 Amended and Restated 1996 Non-Employee Directors Stock Plan, incorporated
by reference to Exhibit 10.25 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 28, 1998.
10.23 Agreement dated September 30, 1994, among Gemala (Isle of Man) Limited,
PT Sapta Panji Manggala, and B.I.G. Batteries Group Limited. Deed dated
September 30, 1994, among Euro Exide Corporation Limited, Gemala (Isle of
Man) Limited and B.I.G. Batteries Group Limited. Master Agreement dated
September 30, 1994 among Euro Exide Corporation Limited, Gemala (Isle of
Man) Limited, B.I.G. Batteries Group Limited and PT Sapta Panji Manggala,
incorporated by reference to Exhibit 10.24 of the December 1994
Registration Statement.
10.24 Credit and Guarantee Agreement dated December 19, 1997 among the
Registrant, certain of the Registrant's subsidiaries, Lehman Brothers
Inc., Credit Suisse First Boston, Lehman Commercial Paper Inc. and other
lenders and related amendment dated May 27, 1998, incorporated by
reference to Exhibit 10.22 to the Registrant's 1998 Annual Report on Form
10-K.
10.25 Second Amendment to the Credit and Guarantee Agreement dated January 8,
1999, incorporated by reference to Exhibit 10.25 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended December 27, 1998.
10.26 Receivables Sale Agreement, dated June 3, 1997 among CMP Batteries
Limited, Exide (Dagenham) Limited, Fulmen (U.K.) Limited, B.I.G.
Batteries Limited and Exide Europe Funding LTD, incorporated by reference
to Exhibit 10.23 to the Registrant's 1998 Annual Report on Form 10-K.
10.27 Lease Agreement dated February 7, 1994, pertaining to the Bristol,
Tennessee manufacturing facility and related amendment dated May 1995
incorporated by reference to Exhibit 10.27 to the Registrant's 1996
Annual Report on Form 10-K.
21.1 Subsidiaries of the Registrant.
23.1 Consent of independent public accountants.
41
<PAGE>
27.1 Financial data schedule.
42
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS F-2
CONSOLIDATED STATEMENTS OF OPERATIONS F-3
CONSOLIDATED BALANCE SHEETS F-4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-8
CONSOLIDATED SUPPORTING SCHEDULE FILED:
II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES F-42
All other schedules are omitted because they are not applicable, not required,
or the information required to be set forth therein is included in the
Consolidated Financial Statements or in the Notes thereto.
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
Exide Corporation:
We have audited the accompanying consolidated balance sheets of Exide
Corporation (a Delaware corporation) and subsidiaries as of March 31, 1998 and
1999, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three fiscal years in the period ended
March 31, 1999. These financial statements and the schedule referred to below
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and the schedule based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those 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. 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 financial statements referred to above present fairly, in
all material respects, the financial position of Exide Corporation and
subsidiaries as of March 31, 1998 and 1999, and the results of their operations
and their cash flows for each of the three fiscal years in the period ended
March 31, 1999, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the accompanying
index to consolidated financial statements and schedule is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic financial statements. This schedule has been subjected to
the auditing procedures applied in our audits of the basic financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
June 28, 1999
F-2
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per-share data)
<TABLE>
<CAPTION>
For the Fiscal Year Ended March 31
----------------------------------------------------------
1997 1998 1999
------------------ ------------------- -----------------
<S> <C> <C> <C>
NET SALES $ 2,333,230 $ 2,273,126 $ 2,374,278
COST OF SALES 1,737,954 1,670,408 1,817,949
----------- ----------- -----------
Gross profit 595,276 602,718 556,329
----------- ----------- -----------
OPERATING EXPENSES:
Selling, marketing and advertising 290,076 311,683 334,638
General and administrative 145,869 135,606 169,744
Goodwill amortization 17,853 16,922 20,016
----------- ----------- -----------
453,798 464,211 524,398
----------- ----------- -----------
Operating income 141,478 138,507 31,931
INTEREST EXPENSE, net 118,837 112,301 111,679
OTHER (INCOME) EXPENSE, net (12,382) (5,852) 28,852
----------- ----------- -----------
Income (loss) before income taxes, minority
interest and extraordinary loss 35,023 32,058 (108,600)
INCOME TAX PROVISION 14,732 13,475 23,001
----------- ----------- -----------
Income (loss) before minority interest and
extraordinary loss 20,291 18,583 (131,601)
MINORITY INTEREST 1,299 (114) (1,981)
----------- ----------- -----------
Income (loss) before extraordinary loss 18,992 18,697 (129,620)
EXTRAORDINARY LOSS RELATED TO EARLY
RETIREMENT OF DEBT, net of income tax benefit
of $3,667 in 1998 (2,767) (28,513) (301)
----------- ----------- -----------
Net income (loss) $ 16,225 $ (9,816) $ (129,921)
=========== =========== ===========
BASIC EARNINGS PER SHARE:
Income (loss) before extraordinary loss $ 0.92 $ 0.91 $ (6.11)
Extraordinary loss (0.13) (1.39) (0.01)
----------- ----------- -----------
Net income (loss) $ 0.79 $ (0.48) $ (6.12)
=========== =========== ===========
DILUTED EARNINGS PER SHARE:
Income (loss) before extraordinary loss $ 0.90 $ 0.87 $ (6.11)
Extraordinary loss (0.13) (1.32) (0.01)
----------- ----------- -----------
Net income (loss) $ 0.77 $ (0.45) $ (6.12)
=========== =========== ===========
WEIGHTED AVERAGE SHARES:
Basic 20,502,014 20,587,782 21,245,494
=========== =========== ==========
Diluted 21,204,241 21,641,786 21,245,494
=========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
F-3
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share data)
<TABLE>
<CAPTION>
March 31
-----------------------------
ASSETS 1998 1999
------ ------------ ----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 35,613 $ 20,596
Receivables, net of allowance for doubtful accounts
of $37,488 and $54,111, respectively 434,679 388,665
Inventories 572,188 522,471
Prepaid expenses and other 32,455 20,541
Deferred income taxes 14,896 13,303
---------- ----------
Total current assets 1,089,831 965,576
---------- ----------
PROPERTY, PLANT AND EQUIPMENT:
Land 50,401 46,628
Buildings and improvements 241,289 244,538
Machinery and equipment 479,252 494,079
Construction in progress 53,354 24,216
---------- ----------
824,296 809,461
Less- Accumulated depreciation and amortization (289,183) (310,801)
---------- ----------
Property, plant and equipment, net 535,113 498,660
---------- ----------
OTHER ASSETS:
Goodwill, net 570,251 566,173
Investments in affiliates 24,620 23,072
Deferred financing costs, net 20,050 16,967
Deferred income taxes 61,461 61,019
Other 47,290 36,374
---------- ----------
723,672 703,605
---------- ----------
Total assets $2,348,616 $2,167,841
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
(Continued)
F-4
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
(In thousands, except share and per-share data)
<TABLE>
<CAPTION>
March 31
--------------------------------
1998 1999
--------------- ----------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Short-term borrowings $ 17,953 $ 20,881
Current maturities of long-term debt 35,112 30,439
Accounts payable 255,952 250,625
Accrued interest 26,865 27,181
Accrued compensation 66,160 70,292
Product warranty reserve 35,192 44,988
Other current liabilities 113,681 82,398
---------- ----------
Total current liabilities 550,915 526,804
---------- ----------
LONG-TERM DEBT 1,195,918 1,154,486
---------- ----------
NONCURRENT RETIREMENT OBLIGATIONS 114,480 134,051
---------- ----------
OTHER NONCURRENT LIABILITIES 173,051 183,652
---------- ----------
COMMITMENTS AND CONTINGENCIES (Notes 2,12 and 14)
MINORITY INTEREST 19,304 17,646
---------- ----------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 60,000,000 shares authorized; 21,328,439
and 21,359,495, shares issued and outstanding 213 213
Additional paid-in capital 489,851 490,147
Accumulated deficit (33,084) (164,712)
Notes receivable--stock award plan (1,609) (786)
Unearned compensation (322) (129)
Accumulated other comprehensive loss (160,101) (173,531)
---------- ----------
Total stockholders' equity 294,948 151,202
---------- ----------
Total liabilities and stockholders' equity $2,348,616 $2,167,841
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
F-5
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE FISCAL YEARS ENDED MARCH 31, 1997, 1998 AND 1999
(In thousands, except per-share data)
<TABLE>
<CAPTION>
Notes
Additional Receivable-
Common Paid-in Stock Award Unearned Accumulated
Stock Capital Plan Compensation Deficit
------ ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Balance at March 31, 1996 $ 209 $ 490,919 $ (1,696) $ (710) $ (36,121)
Net income for fiscal 1997 -- -- -- -- 16,225
Minimum pension liability
adjustment, net of tax -- -- -- -- --
Translation adjustment -- -- -- -- --
Comprehensive income (loss)
Common stock issued for acquisitions 4 (1,741) -- -- --
Common stock issued under employee
stock purchase plan -- 211 -- -- --
Common stock issued pursuant to Board
of Directors' grants -- 38 -- -- --
Amortization of unearned compensation -- -- -- 194 --
Cash dividends paid ($0.08/share) -- -- -- -- (1,673)
------ ------------ ---------- ----------- -----------
Balance at March 31, 1997 213 489,427 (1,696) (516) (21,569)
------ ------------ ---------- ----------- -----------
Net loss for fiscal 1998 -- -- -- -- (9,816)
Minimum pension liability
adjustment, net of tax -- -- -- -- --
Translation adjustment -- -- -- -- --
Comprehensive income (loss)
Common stock issued under employee
stock purchase plan -- 172 -- -- --
Common stock issued pursuant to Board
of Directors' grants -- 318 -- -- --
Forfeiture of common stock grants -- (66) 66 -- --
Payment for common stock grants -- -- 21 -- --
Amortization of unearned compensation -- -- -- 194 --
Cash dividends paid ($0.08/share) -- -- -- -- (1,699)
------ ------------ ---------- ----------- -----------
Balance at March 31, 1998 213 489,851 (1,609) (322) (33,084)
------ ------------ ---------- ----------- -----------
Net loss for fiscal 1999 -- -- -- -- (129,921)
Minimum pension liability
adjustment, net of tax -- -- -- -- --
Translation adjustment -- -- -- -- --
Comprehensive income (loss)
Common stock issued under employee
stock purchase plan -- 148 -- -- --
Common stock issued pursuant to Board
of Directors' grants -- 165 (51) -- --
Forfeiture of common stock grants -- (17) 17 -- --
Payment for common stock grants -- -- 857 -- --
Amortization of unearned compensation -- -- -- 193 --
Cash dividends paid ($0.08/share) -- -- -- -- (1,707)
------ ------------ ------- ----------- -----------
Balance at March 31, 1999 $ 213 $ 490,147 $ (786) $ (129) $ (164,712)
====== ============ ======= =========== ===========
<CAPTION>
Accumulated Other
Comprehensive Income (Loss)
----------------------------------
Minimum
Pension
Liability Cumulative
Adjustment, Translation Comprehensive
Net of Tax Adjustment Income (Loss)
----------- ----------- -------------
Balance at March 31, 1996 $ (5,956) $ (7,245)
Net income for fiscal 1997 -- -- $ 16,225
Minimum pension liability
adjustment, net of tax 963 -- 963
Translation adjustment -- (82,211) (82,211)
------------
Comprehensive income (loss) $ (65,023)
============
Common stock issued for acquisitions -- --
Common stock issued under employee
stock purchase plan -- --
Common stock issued pursuant to Board
of Directors' grants -- --
Amortization of unearned compensation -- --
Cash dividends paid ($0.08/share) -- --
----------- ------------
Balance at March 31, 1997 (4,993) (89,456)
----------- ------------
Net loss for fiscal 1998 -- -- $ (9,816)
Minimum pension liability
adjustment, net of tax 2,226 -- 2,226
Translation adjustment -- (67,878) (67,878)
------------
Comprehensive income (loss) $ (75,468)
============
Common stock issued under employee
stock purchase plan -- --
Common stock issued pursuant to Board
of Directors' grants -- --
Forfeiture of common stock grants -- --
Payment for common stock grants -- --
Amortization of unearned compensation -- --
Cash dividends paid ($0.08/share) -- --
----------- ------------
Balance at March 31, 1998 (2,767) (157,334)
----------- ------------
Net loss for fiscal 1999 -- -- $ (129,921)
Minimum pension liability
adjustment, net of tax 985 -- 985
Translation adjustment -- (14,415) (14,415)
------------
Comprehensive income (loss) $ (143,351)
============
Common stock issued under employee
stock purchase plan -- --
Common stock issued pursuant to Board
of Directors' grants -- --
Forfeiture of common stock grants -- --
Payment for common stock grants -- --
Amortization of unearned compensation -- --
Cash dividends paid ($0.08/share) -- --
----------- ------------
Balance at March 31, 1999 $ (1,782) $ (171,749)
=========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
F-6
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
For the Fiscal Year Ended March 31
------------------------------------
1997 1998 1999
----------- ---------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 16,225 $ (9,816) $ (129,921)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities-
Depreciation and amortization 115,308 109,167 127,890
Extraordinary loss 2,767 28,513 301
Gain on sale of business (8,344) -- --
Deferred income taxes 6,255 6,515 9,106
Original issue discount on notes 19,502 10,080 9,341
Provision for losses on accounts receivable 4,638 7,060 23,243
Provision for severance and litigation -- -- 17,103
Minority interest 1,299 (114) (1,981)
Net proceeds from sale of receivables <6,839> 134,187 29,263
Changes in assets and liabilities excluding effects
Of acquisitions and divestitures-
Receivables (20,543) (8,074) (26,353)
Inventories 22,717 (29,871) 51,307
Prepaid expenses and other (6,766) (7,801) (749)
Payables and accrued expenses (72,424) (32,899) (49,715)
Other, net 4,331 (39,448) 18,384
----------- ---------- ------------
Net cash provided by operating activities 78,126 167,499 77,219
----------- ---------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of certain businesses (15,057) (40,455) (14,825)
Capital expenditures (84,200) (87,315) (76,211)
Equipment purchases held for sale -- (8,015) (--)
Proceeds from sales of assets 37,605 50,303 41,707
Insurance proceeds from fire damage -- 9,300 26,973
----------- ---------- ------------
Net cash used in investing activities (61,652) (76,182) (22,356)
----------- ---------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in short-term borrowings 9,080 2,743 3,439
Borrowings under Global Credit Facilities Agreement -- 540,022 606,791
Repayments under Global Credit Facilities Agreement -- (67,886) (659,471)
Borrowings under U.S. Credit Agreement 17,000 272,500 --
Repayment of U.S. Credit Agreement borrowings -- (289,500) --
Borrowings under European Facilities Agreement -- 151,884 --
Repayment of European Facilities Agreement (25,329) (474,854) --
Repayment of European Term Loans (11,138) -- --
Repayment of Acquired Debt -- (64,644) --
Issuance of 9.125% Senior Notes -- 102,130 --
Retirement of 10.75% Senior Notes -- (150,000) --
Retirement of 12.25% Senior Subordinated Notes -- (106,002) --
(Decrease) increase in other debt (3,445) 7,002 (17,490)
Debt issuance costs (1,495) (17,142) (1,800)
Dividends paid (1,673) (1,699) (1,707)
----------- ---------- ------------
Net cash used in financing activities (17,000) (95,446) (70,238)
----------- ---------- ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS (4,027) (2,964) 358
----------- ---------- ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (4,553) (7,093) (15,017)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 47,259 42,706 35,613
----------- ---------- ------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 42,706 $ 35,613 $ 20,596
=========== ========== ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for -
Interest (net of amounts capitalized) $ 92,726 $ 96,415 $ 93,995
Income taxes $ 15,224 $ 6,423 $ 10,852
</TABLE>
The accompanying notes are an integral part of these statements.
F-7
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per-share data)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation
The consolidated financial statements include the accounts of Exide Corporation
and all of its majority owned subsidiaries (collectively the "Company"). All
significant intercompany transactions have been eliminated.
Investments in affiliates largely represents investments accounted for by the
cost method. Investments in 20%-to 50%-owned companies are included in the
consolidated financial statements on the basis of the equity method of
accounting. The Company's equity in the net income (loss) of these companies is
not material.
Nature of Operations
The Company is the largest manufacturer and marketer of lead acid batteries in
the world consisting of automotive batteries in North America and automotive and
industrial batteries in Europe. The Company markets automotive batteries to a
broad range of retailers and distributors of replacement batteries and
automotive original equipment manufacturers. The Company's industrial batteries
consist of traction batteries, such as those for use in forklift trucks and
other electric vehicles, and standby batteries used for back-up power
applications, such as those for telecommunication systems.
Seasonality and Weather
The automotive aftermarket is seasonal as retail sales of replacement batteries
are generally higher in the fall and winter. Accordingly, demand for the
Company's automotive batteries is generally highest in the fall and early winter
(the Company's second and third fiscal quarters) as retailers build inventories
in anticipation of the winter season. European sales are concentrated in the
fourth calendar quarter (the Company's third fiscal quarter) due to the shipment
of batteries for the winter season and the practice of many industrial battery
customers (particularly governmental and quasi-governmental entities) of
deferring purchasing decisions until the end of the calendar year. Demand for
automotive batteries is significantly affected by weather conditions. Unusually
cold winters or hot summers accelerate battery failure and increase demand for
automotive replacement batteries. Mild winters and cool summers have the
opposite effect.
F-8
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Major Customers and Concentration of Credit
The Company has a number of major retail and OEM customers, both in North
America and Europe. No single customer accounted for more than 10% of
consolidated net sales during any of the fiscal years presented. The Company
does not believe that a material part of its business is dependent upon a single
customer, the loss of which would have a material long-term impact on the
business of the Company. However, the loss of one or more of the Company's
largest customers would most likely have a negative short-term impact on the
Company's results of operations.
During the fourth fiscal quarter of 1999, the Company terminated its supplier
agreement with a major retail customer. Costs associated with the contract
termination included write-offs of inventory of $1,900 included in cost of
sales, and prepaid customer incentives of $5,400 which are reflected as a
reduction of net sales.
During fiscal 1998 and 1999 certain of the Company's North American retail
customers declared bankruptcy. In connection with these bankruptcies, the
Company recorded provisions for losses on accounts receivable of $6,300 and
$5,800 during 1998 and 1999, respectively.
Foreign Currency Translation
The functional currency of each of the Company's foreign subsidiaries is
generally the respective local currency. Assets and liabilities of the
Company's foreign subsidiaries and affiliates are translated into U.S. dollars
at the current rate of exchange existing at year-end, and revenues and expenses
are translated at average monthly exchange rates. Translation gains or losses
are recorded in other comprehensive income, a component of stockholders' equity,
and transaction gains and losses are included in other (income) expense, net.
The Company recorded net transaction (gains) losses of $5,796, ($6,815) and
$8,600 in fiscal 1997, 1998 and 1999, respectively.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
Inventories
Inventories, which consist of material, labor and overhead, are stated at the
lower of cost or market. Cost is determined by the last-in, first-out
("LIFO") method for most U.S. inventories and by the first-in, first-out
("FIFO") method for all remaining inventories.
F-9
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Prepaid Expenses and Other
Prepaid expenses and other consists principally of the current portion of
deferred financing costs, prepaid customer incentives, prepaid sponsorship costs
and, in fiscal 1998, equipment purchased for subsequent sale and leaseback.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is calculated by
the straight-line method over the estimated useful lives of depreciable assets.
Accelerated methods are used for tax purposes. Useful lives of depreciable
assets, by class, are as follows:
<TABLE>
<CAPTION>
<S> <C>
Buildings and improvements 5 to 40 years
Machinery and equipment 3 to 10 years
</TABLE>
Cost and accumulated depreciation for property retired or disposed of are
removed from the accounts, and any gain or loss on disposal is credited or
charged to earnings. Expenditures for maintenance and repairs are charged to
expense as incurred. In connection with constructing property and equipment,
the Company capitalized $2,444, $1,277 and $967 of interest costs during fiscal
years 1997, 1998 and 1999, respectively. Depreciation expense was $82,842,
$78,097 and $96,750 for fiscal years 1997, 1998 and 1999, respectively.
The Company recorded gains of $5,600 and $1,600 in fiscal 1998 and 1999,
respectively, on involuntary conversions of certain property and equipment due
to fire damage.
Goodwill
Goodwill is amortized over 40 years on a straight-line basis. Accumulated
amortization as of March 31, 1998 and 1999, was $58,379 and $76,659,
respectively. It is the Company's policy to review goodwill (and other long-
lived assets) for possible impairment, when an indication of impairment exists,
on the basis of whether the carrying amount of such assets is fully recoverable
from projected, undiscounted net cash flows of the related business. If such a
review would indicate that the carrying amount of goodwill and/or other long-
lived assets is not recoverable, then the Company's policy is to reduce the
carrying amount of such assets to fair value. During fiscal 1999, the Company
wrote off $2,419 of goodwill associated with certain U.S. branches, as well as
the decision to shut down a U.S. lead smelter. These writeoffs are included in
operating expenses.
F-10
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Other Assets
Other assets consist principally of prepaid pension costs related to overfunded
pension plans and noncurrent receivables.
Estimated Warranty Costs
The Company recognizes the estimated cost of warranty obligations as a reduction
of sales in the period in which the related products are sold. These estimates
are based on historical trends.
Interest Rate Agreements
The Company enters into currency and interest rate hedge agreements to manage
interest costs associated with long-term debt. The differential to be paid or
received on these agreements is accrued as interest rates change and is
recognized monthly over the life of the agreements.
Income Taxes
The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 109, which requires the use of the
liability method in accounting for deferred taxes. If it is more likely than
not that some portion or all of a deferred tax asset will not be realized, a
valuation allowance is recognized.
Noncurrent Retirement Obligations
Noncurrent retirement obligations consist principally of reserves for pension
obligations, postretirement health care and other retirement benefits.
Other Noncurrent Liabilities
Other noncurrent liabilities consists principally of reserves for environmental
cleanup, deferred gains related to the sale/leaseback of machinery and equipment
and severance associated with restructurings and plant closures.
Earnings Per Share
Basic earnings per share ("EPS") is computed using the weighted average number
of common shares outstanding for the period while diluted EPS is computed
assuming conversion of all dilutive securities such as options. Included below
is a reconciliation of shares for the basic and diluted EPS computations.
F-11
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
1997 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
Basic EPS Shares 20,502,014 20,587,782 21,245,494
Effect of Dilutive Securities 702,227 1,054,004 --
---------- ---------- ----------
Diluted EPS Shares 21,204,241 21,641,786 21,245,494
========== ========== ==========
</TABLE>
There is no difference between basic and diluted EPS regarding the amount of
income (loss) before extraordinary loss used for the computations. The
Convertible Senior Subordinated Notes (see Note 5), which, if converted, would
result in an additional 4,992,571 common shares, have not been included in the
diluted EPS calculation for all periods presented since the effect would be
antidilutive. The effect of dilutive securities in the above table is primarily
comprised of stock options and grants.
Options to purchase 496,000 and 266,000 shares with exercise prices ranging from
$25.875 to $50 were outstanding at March 31, 1998 and 1999, respectively, but
were not included in the computation of diluted EPS because the option's
exercise price was greater than the average market price of the common shares.
These options expire in the years 2000 to 2006. All other options outstanding
at March 31, 1999 were not included in the fiscal 1999 computation of diluted
EPS because of the Company's fiscal 1999 loss position.
Revenue Recognition
The Company records sales upon product shipment.
Advertising
The Company generally expenses advertising costs as incurred. The Company is
party to certain sponsorship agreements, whereby they recognize the related
costs over the life of the agreement, generally one year.
Comprehensive Income
In the first quarter of fiscal 1999, the Company adopted SFAS No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes new rules for the
reporting and display of comprehensive income and its components. However, the
adoption of this statement had no impact on the Company's net income (loss) or
stockholders' equity. SFAS No. 130 requires the Company's change in the minimum
pension liability and the foreign currency translation adjustments to be
included in other comprehensive income/(loss). Prior years' financial statements
have been reclassified to conform to these requirements. The minimum pension
liability adjustment reflected in the
F-12
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
accompanying consolidated statements of stockholders' equity was net of deferred
tax assets of $2,708, $1,505 and $1,133 as of March 31, 1997, 1998, and 1999,
respectively.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Risks Associated with International Operations and Currency Risk
The Company's international operations are subject to risks normally associated
with foreign operations, including, but not limited to, the disruption of
markets, changes in export or import laws, restrictions on currency exchanges
and the modification or introduction of other government policies with
potentially adverse effects. The majority of the Company's sales and expenses
are denominated in currencies other than U.S. dollars, and changes in exchange
rates may have a material effect on the Company's reported results of operations
and financial position. In addition, a significant portion of the Company's
indebtedness is denominated in U.S. dollars. For all periods presented,
stockholders' equity was unfavorably impacted by the weakening of major European
currencies, as shown in the accompanying financial statements.
The Company enters into foreign exchange contracts, including forward and
purchased option contracts. The Company enters into forward exchange contracts
to reduce the exposure to foreign currency fluctuations associated with certain
monetary assets and liabilities, as well as certain firm commitments and highly
anticipated cash flows. The Company is also party to purchased option contracts
which, if exercised, involve the sale or purchase of foreign currency at a fixed
exchange rate for a specified period of time. As of March 31, 1999, the net
value of open forward exchange and purchased option contracts and the related
gains and losses were not material.
Reclassifications
Certain prior period amounts have been reclassified to conform to the fiscal
1999 presentation.
Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
F-13
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
hedging activities. It requires that entities recognize derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. The Company is currently evaluating the impact of the
statement and will be required to adopt it in the first quarter of fiscal 2002.
2. ACQUISITIONS AND DIVESTITURES:
During the fourth quarter of fiscal 1999, the Company, as part of strategic
review of its operations, identified certain noncore businesses for divestiture
and the Board of Directors authorized and approved a related divestiture plan.
The Company has hired an investment-banking firm, which is currently assisting
in marketing the businesses. Based on the above actions, the Company recorded
an impairment charge of $38,600 in cost of sales and $2,000 in operating
expenses relative to the identified businesses. Before recognition of the
impairment, these businesses had a net book value of approximately $72,400 and
operating losses of approximately $8,400 during fiscal 1999. The Company
anticipates selling the noncore businesses during fiscal 2000.
Effective September 1, 1997, the Company acquired three related German battery
producers and marketers, DETA Akkumulatorenwerk GmbH, MAREG Accumulatoren GmbH
and FRIWO SILBERKRAFT GmbH (together "DETA") for approximately $34,000 plus
assumed debt of approximately $64,600. This acquisition was accounted for as a
purchase and the results of DETA's operations were included in the Company's
consolidated statements of operations effective September 1, 1997. The cost of
the acquisition was allocated on the basis of the estimated fair value of the
assets acquired and the liabilities assumed. With respect to the acquisition of
DETA, the Company has recorded liabilities of $800 related to severance benefits
for certain employees who were identified for termination. Through March 31,
1999, such severance benefits have been paid. This acquisition resulted in
goodwill of approximately $33,600. The pro forma effect of this acquisition was
not material.
In connection with previous European acquisitions, the Company recorded
liabilities of $153,000, related to exit costs, primarily severance benefits to
be paid to certain employees who were identified for termination as a result of
consolidation and targeted plant closings. Through March 31, 1999, $134,900 of
charge-offs have occurred consisting of $123,000 of severance benefits paid
(including $54,700, $32,500 and $27,900 in fiscal 1997, 1998 and 1999,
respectively) with the remaining amount associated with plant closing costs.
Remaining expenditures will occur over the next several years as the Company is
required to comply with European Union and other applicable regulations.
In fiscal 1997, the Company issued 366,009 shares of common stock to the former
owners of a 25% minority interest in a European subsidiary. The Company
acquired this 25% minority interest in fiscal 1996 for 350,000 shares of the
Company's common stock. The additional shares issued were an adjustment due to
changes in the price of
F-14
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the Company's common stock, based on the terms of the acquisition.
Under the terms of a purchase agreement related to a fiscal 1996 acquisition of
certain lead smelting operations, the Company is required to make an additional
payment to the seller in fiscal 2000 if lead prices subsequent to the
acquisition date reach defined levels. Based on the Company's projection of lead
prices, a liability of $10,000 was recorded with a corresponding increase to
goodwill in fiscal 1996. During fiscal 1999, the Company reduced these amounts
by $5,000 based on current estimates.
In fiscal 1997, the Company sold certain net assets for approximately $23,000
and recorded a gain of approximately $8,300, which was included in other
(income) expense, net in the accompanying consolidated statements of operations.
3. INVENTORIES:
<TABLE>
<CAPTION>
March 31
-------------------------------
1998 1999
------------ ------------
<S> <C> <C>
Raw materials $143,652 $132,697
Work-in-process 78,004 74,549
Finished goods 350,532 315,225
-------- --------
$572,188 $522,471
======== ========
</TABLE>
At March 31, 1998 and 1999, inventories valued by the LIFO method were
approximately 30% of consolidated inventories. If all inventories had been
determined using the first-in, first-out method, such inventories would have
been $555,121 and $505,404 at March 31, 1998 and 1999, respectively. LIFO
inventories primarily reflect the fair value of inventories as of August 31,
1989, when the Company was acquired in a leveraged buyout. The carrying amount
of inventories on a LIFO basis exceeds replacement cost as inventories
subsequently produced cost less to manufacture. The Company believes that no
write-down of the carrying amount of inventories to replacement cost is
necessary, as no loss is expected to be realized upon their final sale.
In connection with the purchase of lead for anticipated manufacturing
requirements, the Company enters into commodity forward and futures contracts.
These contracts are used as a hedging strategy to help protect against
volatility in lead prices. The Company remains at risk for possible changes in
the market value of the commodity contracts; however, such risk should be
mitigated by price changes in lead. The contracts are accounted for as hedges
and, accordingly, gains or losses are deferred and recognized in inventory upon
execution of the contract. At March 31, 1999, the Company had outstanding
contracts hedging lead purchases through March 31, 2000 at fixed prices of
approximately $19,800.
F-15
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
4. SHORT-TERM BORROWINGS:
At March 31, 1998 and 1999, short-term borrowings of $17,953 and $20,881,
respectively, consisted of various operating lines of credit and working capital
facilities maintained by certain of the Company's non-U.S. subsidiaries.
Certain of these borrowings are secured by receivables, inventories and/or
property. These borrowing facilities, which are typically for one-year renewable
terms, generally bear interest at current market rates plus up to 4.5%. As of
March 31, 1998 and 1999, the weighted average interest rate on these borrowings
was 15.8% and 12.0%, respectively.
5. LONG-TERM DEBT:
Following is a summary of the Company's long-term debt at March 31, 1998 and
1999:
<TABLE>
<CAPTION>
1998 1999
---------------- ----------------
<S> <C> <C>
Senior Secured Global Credit Facilities Agreement -
borrowings primarily at LIBOR plus 2.0% - 2.25% (at
a weighted average rate of 7.85% and 6.87% at March
31, 1998 and 1999, respectively) $ 472,136 $ 424,186
9.125% Senior Notes, (Deutsche mark denominated) due
April 15, 2004 94,644 96,373
10% Senior Notes, due April 15, 2005 300,000 297,682
Convertible Senior Subordinated Notes, due
December 15, 2005 307,036 316,377
Other, including capital lease obligations (see Note
14) and other loans at interest rates generally
ranging from 3.7% to 11.5% due in installments
through 2015 57,214 50,307
---------- ----------
1,231,030 1,184,925
Less- Current maturities (35,112) (30,439)
---------- ----------
$1,195,918 $1,154,486
========== ==========
</TABLE>
On December 23, 1997, the Company replaced the existing U.S. Credit Agreement
and European Facilities Agreement with a $650,000 Senior Secured Global Credit
Facilities Agreement. This facility has three borrowing Tranches: a $150,000
six year multi-currency term A loan, a $250,000 seven and one-quarter year U.S.
dollar term B loan, and a $250,000 six year multi-currency revolving credit
line. This facility contains a number of financial and other covenants
customary for such agreements including restrictions on new indebtedness, liens,
leverage rates, acquisitions and capital expenditures. In fiscal 1999, the
Company amended certain provisions of the existing $650,000 Senior Secured
Global Credit Facilities Agreement. The Company was in compliance with all
covenants as of March 31, 1999. Principal payments on nonrevolving debt started
March 1998 and will continue through March 2005. The
F-16
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Senior Secured Global Credit Facilities Agreement is fully secured by guarantees
of the European subsidiaries and certain fixed assets, inventory and
receivables. As of March 31, 1999, the Company has $23,952 of letters of credit
outstanding which reduce availability under the Senior Secured Global Credit
Facilities Agreement to $146,569. The write-off of the remaining deferred
financing costs under the former U.S. Credit Agreement and European Facilities
Agreement resulted in an extraordinary loss of $8,336 (net of income tax benefit
of $2,899) in fiscal 1998.
On April 23, 1997, the Company issued 175 million Deutsche mark (U.S. $96,373)
9.125% Senior Notes due on April 15, 2004. The Company used the funds to repay
indebtedness under the then existing U.S. credit agreement and previous European
Facilities Agreement.
In April 1995, the Company issued $300,000 in aggregate principal amount of 10%
Senior Notes. The 10% Senior Notes are redeemable at the option of the Company,
in whole or in part, at any time on or after April 15, 2000, initially at 105%
of the principal amount, plus accrued interest, declining to 100% of the
principal amount, plus accrued interest on or after April 15, 2002.
During fiscal 1997, 1998 and 1999, the Company entered into a series of bond
swap agreements for $19,975, $20,650 and $4,430 (principal amount), respectively
of its 10% Senior Notes and $18,000 (principal amount) of its 10.75% Senior
Notes in fiscal 1997. Under the agreements, the Company paid LIBOR plus 1.75%
to a counterparty and received from the counterparty the fixed coupon rate
payments made by the Company. At the end of the agreements, the counterparty
was guaranteed repayment of its open market purchase price of the Notes which
exceeded face value by $3,231. These debt modifications were accounted for as
extinguishments of debt, and the related write-off of unamortized deferred
financing costs along with the premium paid by the counterparty resulted in an
extraordinary loss of $2,767, $1,521 and $301 in fiscal 1997, 1998 and 1999,
respectively. No income tax benefits were recognized on the extraordinary
losses.
During fiscal 1999, the Company paid an amendment fee of $6,000 to the
counterparty for $45,055 of interest rate swap agreements related to its 10%
Senior Notes. This fee was recorded as other expense. The Company then
terminated these interest rate swap agreements and made a cash payment of
$4,588, of which $2,478 was recorded as a bond discount and is being amortized
over the remaining life of the 10% Senior Notes.
In December 1995, the Company issued Convertible Senior Subordinated Notes due
December 15, 2005, with a face amount of $397,000 discounted to $287,797. These
notes have a coupon rate of 2.9% with a yield to maturity of 6.75%. The notes
are convertible into the Company's common stock at a conversion rate of 12.5473
shares per $1 principal amount at maturity, subject to adjustments in certain
events.
F-17
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In fiscal 1998, the Company retired all $150,000 of its 10.75% Senior Notes and
its 12.25% Senior Subordinated Deferred Coupon Debentures. The Company
recognized a $17,292 extraordinary loss related to these retirements which
included unamortized deferred financing costs and premium costs for early
retirement, reduced by benefits from the retirement of all swaps related to the
10.75% Senior Notes. No income tax benefit on the extraordinary loss was
recognized.
On July 10, 1997, the Company's previous existing European Facilities Agreement
was amended to reduce the maximum commitment to 1,718 million French francs
(U.S. $282,096) from the original 2,569 million French francs (U.S. $421,830).
The write-off of the related unamortized deferred financing costs associated
with this early retirement of debt resulted in an extraordinary loss of $1,364
(net of income tax benefit of $768).
The Company enters into currency and interest rate hedge agreements to manage
interest costs associated with long-term debt. Effective December 23, 1997, the
Company entered into two three-year currency interest rate swap agreements.
These agreements effectively converted $175,000 of the Tranche B loan into
788,756 French francs (U.S. $133,000) and 25,225.2 Pounds sterling (U.S.
$42,000) under the Global Credit Facilities Agreement. The Company receives an
interest rate of LIBOR plus 2.25% and pays PIBOR plus 2.27% and Pounds sterling
LIBOR plus 2.28%, respectively. Additionally, effective December 23, 1997, the
Company entered into two three-year interest rate collar agreements that reduce
the impact of changes in interest rates on a portion of the Company's floating
rate debt. These agreements effectively limit the PIBOR base interest rate on
593,050 French francs (U.S. $100,000) of borrowing under the Global Credit
Facilities Agreement to no more than 6.6% and no less than 3.5%. During fiscal
1998 and 1999, the Company recognized $689 and $1,833, respectively, of reduced
interest expense related to these swap and collar agreements.
During fiscal 1997 and 1998, the Company recognized $1,952 and $1,444,
respectively, of additional interest expense related to certain interest rate
swap and collar agreements on a portion of its floating rate debt. These
agreements expired during fiscal 1998.
F-18
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Counterparties to bond swap transactions and interest rate hedge agreements are
major financial institutions. Management believes the risk of incurring losses
related to credit risk is remote and any losses would be immaterial.
Annual principal payments required under long-term debt obligations at March 31,
1999 are as follows:
<TABLE>
<CAPTION>
Fiscal Year Amount
----------- ----------
<S> <C>
2000 $ 30,439
2001 32,155
2002 32,338
2003 33,262
2004 127,245
Thereafter 929,486
----------
$1,184,925
==========
</TABLE>
6. EMPLOYEE BENEFIT PLANS AND POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE
BENEFITS:
The Company has noncontributory defined benefit pension plans covering
substantially all hourly employees in North America. Plans covering hourly
employees provide pension benefits of stated amounts for each year of credited
service. The Company has numerous defined contribution plans in North America
and Europe with related expense of $4,906, $5,077 and $6,046 in fiscal 1997,
1998, and 1999, respectively.
European subsidiaries of the Company sponsor several defined benefit plans that
cover substantially all employees who are not covered by statutory plans. For
defined benefit plans, charges to expense are based upon costs computed by
independent actuaries. In most cases, the defined benefit plans are not funded
and the benefit formulas are similar to those used by the North America plans.
The Company provides certain health care and life insurance benefits for a
limited number of retired employees. In addition, a limited number of the
Company's active employees may become eligible for those benefits if they reach
normal retirement age while working for the Company. The Company accrues the
estimated cost of providing postretirement benefits during the employees'
applicable years of service.
F-19
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table sets forth the plan, funded status and the amounts
recognized in the Company's consolidated financial statements:
<TABLE>
<CAPTION>
Pension Benefits Other Benefits
-------------------------- ----------------------
1998 1999 1998 1999
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year $248,523 $281,038 $ 17,060 $ 18,505
Service cost 6,930 7,428 186 195
Interest cost 15,479 18,149 1,323 1,266
Plan participants' contributions 704 949 -- --
Plan amendments 1,101 288 -- --
Actuarial loss 32,218 4,939 1,527 373
Benefits paid (12,022) (14,555) (1,506) (1,619)
Currency translation/other (11,895) (2,560) (85) (148)
-------- -------- -------- --------
Benefit obligation at end of year $281,038 $295,676 $ 18,505 $ 18,572
======== ======== ======== ========
Change in plan assets:
Fair value of plan assets at beginning of year $131,510 $172,065 $ -- $ --
Actual return on plan assets 39,313 20,114 -- --
Employer contributions 12,193 12,319 1,506 1,619
Plan participants' contributions 704 949 -- --
Currency translation 367 (3,665) -- --
Benefits paid (12,022) (14,555) (1,506) (1,619)
-------- -------- -------- --------
Fair value of plan assets at end of year $172,065 $187,227 $ -- $ --
======== ======== ======== ========
Funded status $(108,973) $(108,449) $(18,505) $(18,572)
Unrecognized actuarial loss 10,568 9,652 3,929 4,309
Unrecognized prior service cost 2,469 2,406 -- --
Unrecognized transition obligation 302 269 1,158 1,022
Contributions after measurement date 189 218 -- --
--------- --------- -------- --------
Net amount recognized $ (95,445) $ (95,904) $(13,418) $(13,241)
========= ========= ======== ========
Amounts recognized in the statement of
financial position consist of:
Prepaid benefit cost $ 19,673 $ 22,245 $ -- $ --
Accrued benefit liability (120,097) (123,023) (13,418) (13,241)
Intangible asset 679 1,636 -- --
Accumulated other comprehensive income 4,300 3,238 -- --
--------- --------- -------- --------
Net amount recognized $ (95,445) $ (95,904) $(13,418) $(13,241)
========= ========= ======== ========
</TABLE>
F-20
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
Pension Benefits Other Benefits
---------------- --------------
1998 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted-average assumptions as of March 31:
Discount rate 6.5% 6.0% 7.4% 6.6%
Expected return on plan assets 7.5% 7.5% -- --
Rate of compensation increase 4.6% 4.2% -- --
</TABLE>
For measurement purposes, an 8.2% annual rate of increase in the per capita cost
of covered health care benefits was assumed for 1999. The rate was assumed to
decrease gradually to 5.1% for fiscal 2004 and remain at that level thereafter.
<TABLE>
<CAPTION>
Pension Benefits Other Benefits
------------------------------- -------------------------
1997 1998 1999 1997 1998 1999
--------- --------- --------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Components of net periodic
benefit cost:
Service cost $ 6,951 $ 6,930 $ 7,428 $ 208 $ 186 $ 195
Interest cost 14,992 15,479 18,149 1,258 1,323 1,266
Expected return on plan
assets (11,372) (11,313) (14,318) -- -- --
Amortization of net-
Transition obligation 23 32 31 70 70 64
Prior service cost 301 169 267 -- -- --
(Gain) / Loss 2,071 62 (48) -- -- --
-------- -------- -------- ------ ------ ------
Net periodic benefit cost $ 12,966 $ 11,359 $ 11,509 $1,536 $1,579 $1,525
======== ======== ======== ====== ------ ======
</TABLE>
The projected benefit obligation, accumulated benefit obligation, and fair value
of plan assets for the pension plans with accumulated benefit obligations in
excess of plan assets were $151,276, $145,313, and $32,341, respectively, as of
March 31, 1998, and $159,259, $153,943, and $38,239, respectively, as of March
31, 1999.
Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plan. A one-percentage-point change in assumed
health care cost trend rates would have the following effects:
<TABLE>
<CAPTION>
One Percentage-Point One Percentage-Point
Increase Decrease
-------------------- --------------------
<S> <C> <C>
Effect on total of service and interest
cost components $ 133 $ (119)
Effect on the postretirement benefit
obligation 1,503 (1,364)
</TABLE>
F-21
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. PREFERRED SHARE PURCHASE RIGHTS PLAN:
In fiscal 1999, the Company's Board of Directors announced that it adopted a
Preferred Share Purchase Rights Plan and declared a dividend distribution to be
made to stockholders of record on September 29, 1998, of one Preferred Share
Purchase Right (a "Right") on each outstanding share of common stock. Each
Right entitles the registered holder to purchase from the Company one one-
thousandth of a share of Junior Participating Preferred Stock, Series A, par
value $.01 per share, of the Company (the "Preferred Shares") at an exercise
price of $60 per one one-thousandth of a Preferred Share, subject to adjustment.
The Rights are not exercisable, or transferable apart from the common stock,
until the earlier to occur of (i) ten days following a public announcement that
a person or group other than certain exempt persons (an "Acquiring Person"),
together with persons affiliated or associated with such Acquiring Person (other
than those that are exempt persons) acquired, or obtained the right to acquire,
beneficial ownership of 15% (20% as to the state of Wisconsin Investment Board)
or more of the outstanding common stock, or (ii) ten business days following the
commencement or public disclosure of an intention to commence a tender offer or
exchange offer (other than a permitted offer, as defined) by a person other than
an exempt person if, upon consummation of the offer, such person would acquire
beneficial ownership of 15% (20% as to the state of Wisconsin Investment Board)
or more of the outstanding common stock (subject to certain exceptions).
Thereafter, if the Company is not the surviving corporation in a merger or other
business combination, or if common stocks are changed or exchanged, or in a
transaction or transactions wherein 50% or more of its consolidated assets or
earning power are sold, each Right would entitle the holder (other than the
Acquiring Person and certain related persons or transferees) upon exercise to
receive, in lieu of Preferred Shares, a number of shares of common stock of the
acquiring company or the Company, as the case may be, having a value of two
times the exercise price of the Right. The Rights are redeemable at the
Company's option at any time before public disclosure that an Acquiring Person
has become such, for $.01 per Right, and expire on September 18, 2008. Each
Preferred Share will be entitled to a minimum preferential quarterly dividend
payment equal to the greater of $25 per share and 1,000 times the dividend
declared per common stock. The Preferred Shares have liquidation preference, as
defined. In addition, each Preferred Share will have 1,000 votes per share,
voting together with the common stock.
8. STOCK GRANTS AND OPTIONS:
On April 29, 1993, the Board of Directors adopted an Incentive Compensation
Plan, under which certain members of the Company's management were granted a
total of 811,662 shares of the Company's common stock. These shares are fully
vested and have certain restrictions related to sale, transferability and
employment. Participants must pay $2.25 per share, the estimated fair value at
the grant date, prior to the transferring of such shares.
F-22
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In October 1993, the Board of Directors adopted the Long-Term Incentive Plan
("Incentive Stock Plan"), which may grant awards to key employees in the form of
incentive stock options, nonqualified stock options, restricted shares of common
stock or units valued on the basis of long-term performance of the Company
("Performance Units"). Options may be accompanied by stock appreciation rights
("Rights"). All of the awards to date have been nonqualified stock options,
none of which were accompanied by Rights. All awards vest ratably over periods
ranging from four to five years, with the maximum exercise period of the awards
ranging from five years and three months to ten years. The maximum aggregate
number of shares of common stock with respect to options, restricted shares,
Performance Units or Rights granted without accompanying options that may be
granted pursuant to the Incentive Stock Plan is 700,000 shares.
During fiscal 1995, a total of 40,000 restricted shares of the Company's common
stock were granted to certain employees. The market value of the shares awarded
on the date of grant ($1,935) was recorded as unearned compensation and shown as
a separate component of stockholders' equity. In fiscal 1996, 20,000 of these
shares were canceled. Unearned compensation is being amortized to expense over
the five year vesting period and amounted to $194, $194 and $193 in fiscal 1997,
1998 and 1999, respectively.
On May 23, 1996, the Board of Directors adopted the 1996 Non-Employee Directors
Stock Plan (the "Directors Stock Plan") whereby Directors of the Company are
granted common stock as part of their compensation. The maximum aggregate
number of shares of common stock that may be granted pursuant to the Directors
Stock Plan as amended May 1, 1997 is 32,210 shares. Under this plan, 1,500,
17,608 and 9,654 shares were granted during fiscal 1997, 1998 and 1999,
respectively. The market value of the shares awarded on the date of the fiscal
1997, 1998 and 1999 grants was $39, $319 and $149, respectively, and was charged
to expense at the grant date.
On May 1, 1997 the Board of Directors adopted the 1997 Stock Option Plan that
authorizes the granting of stock options to key employees of the Company
covering up to 2,000,000 shares of common stock. No options become vested or
exercisable before May 1, 2007 unless the market price of the common stock
increases to certain levels. If the market price increases to $30.00 per share,
40% of the granted options become vested, if it reaches $50.00, another 40%
become vested and if it achieves $75.00 the remainder will become vested,
provided, that in the case of each such percentage which so vests, the vested
options are then only exercisable as follows; 40% on the date of vesting and 20%
each on the first, second and third anniversaries. The exercise price for each
share is equal to the fair market value of the common stock on the date of the
grant of the option ($16.625). These options will expire on June 1, 2007.
In November 1998, the Board of Directors approved an option grant of 1,800,000
shares to the Company's new Chairman and Chief Executive Officer as part of his
employment arrangement. Such options vest at a rate of 600,000 shares per year
on each anniversary date of his employment.
F-23
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Stock grant and option transactions are summarized as follows:
<TABLE>
<CAPTION>
Weighted
Average
Incentive Exercise Price
Compensation Stock Of Stock
Plan Options Options
------------ ------- --------------
<S> <C> <C> <C>
Shares under option:
Outstanding at March 31, 1996 753,678 102,000 $ 31.91
Granted -- 577,000 $ 26.59
Exercised -- --
Forfeited -- --
-------- ---------
Outstanding at March 31, 1997 753,678 679,000 $ 27.39
-------- ---------
Granted -- 2,000,000 $16.625
Exercised (9,275) --
Forfeited (34,013) (206,500) $ 26.68
-------- ---------
Outstanding at March 31, 1998 710,390 2,472,500 $ 18.69
-------- ---------
Granted -- 1,840,000 $ 10.13
Exercised (336,255) --
Forfeited -- (848,500) $ 19.64
-------- ---------
Outstanding at March 31, 1999 374,135 3,464,000 $ 13.91
-------- ---------
Options available for grant at March 31, 1999 -- 1,042,500
======== =========
Exercisable at March 31, 1997 -- 95,917 $ 28.71
Exercisable at March 31, 1998 -- 439,040 $ 19.69
Exercisable at March 31, 1999 -- 663,600 $ 18.37
</TABLE>
The grant-date market value of all outstanding options is equal to their
respective exercise prices. Outstanding stock options have an average remaining
contractual life of 9 years at March 31, 1999 with the exercise prices for these
options ranging from $10.125 to $29.50.
F-24
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As provided for in SFAS No. 123, "Accounting for Stock-Based Compensation," the
Company utilizes the intrinsic value method of expense recognition under APB
Opinion No. 25. Accordingly, no compensation cost has been recognized for the
stock option plans. Had compensation expense for the stock option plans been
determined consistent with the provisions of SFAS No. 123, the Company's net
income (loss) and net income (loss) per share would have been the pro forma
amounts indicated below:
<TABLE>
<CAPTION>
Fiscal Year Ended
March 31
---------------------------------------------
1997 1998 1999
------------ -------------- ---------------
<S> <C> <C> <C>
Net income (loss):
As reported $16,225 $ (9,816) $(129,921)
Pro forma $15,617 $(19,596) $(130,507)
Basic net income (loss) per share:
As reported $ 0.79 $ (0.48) $ (6.12)
Pro forma $ 0.76 $ (0.95) $ (6.14)
Diluted net income (loss) per share:
As reported $ 0.77 $ (0.45) $ (6.12)
Pro forma $ 0.74 $ (0.92) $ (6.14)
</TABLE>
The fair value of each option grant was estimated on the date of grant using the
Black-Scholes option pricing model with the following range of assumptions used
for the option grants which occurred during fiscal 1997, 1998 and 1999:
<TABLE>
<CAPTION>
Fiscal Year Ended
March 31
-------------------------------------------------------
1997 1998 1999
------------------ ------------- --------------------
<S> <C> <C> <C>
Volatility 31.3% - 33.5% 31.0% 32.0% - 32.5%
Risk-free interest rate 6.3% - 6.5% 6.8% 4.8 - 4.9
Expected life in years 5.25 - 10.0 10.0 6.0 - 8.0
Dividend yield 0.4% 0.4% 0.6%
</TABLE>
F-25
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. INCOME TAXES:
The provision for income taxes includes federal, state and foreign taxes
currently payable and those deferred because of temporary differences between
the financial statement and tax bases of assets and liabilities. The components
of the provision for income taxes for the fiscal years ended March 31, 1997,
1998 and 1999, are as follows:
<TABLE>
<CAPTION>
1997 1998 1999
------------- -------------- ------------
<S> <C> <C> <C>
Current:
Federal $ -- $ -- $ --
State -- (1,040) 200
Foreign 8,477 8,000 13,695
------- ------- -------
8,477 6,960 13,895
------- ------- -------
Deferred:
Federal -- 1,334 --
State -- -- --
Foreign 6,255 5,181 9,106
------- ------- -------
6,255 6,515 9,106
------- ------- -------
Total provision $14,732 $13,475 $23,001
======= ======= =======
</TABLE>
Major differences between the federal statutory rate and the effective tax rate
are as follows:
<TABLE>
<CAPTION>
1997 1998 1999
--------------- -------------- --------------
<S> <C> <C> <C>
Federal statutory rate 35.0% 35.0% (35.0)%
State taxes, net of federal benefit -- (2.7) 0.1
Nondeductible goodwill 16.6 19.2 6.2
Difference in rates on foreign subsidiaries (6.8) (0.4) 0.2
Tax losses not benefited -- -- 52.7
Other, net (2.7) (9.1) (3.0)
----- ---- ------
Effective tax rate 42.1% 42.0% 21.2 %
===== ==== ======
</TABLE>
During fiscal 1998, the Company finalized a state tax audit which resulted in a
favorable adjustment of $600.
F-26
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following is a summary of the significant components of the Company's
deferred tax assets and liabilities as of March 31, 1998 and 1999:
<TABLE>
<CAPTION>
1998 1999
---------------- ----------------
<S> <C> <C>
Deferred tax assets:
Operating loss and tax credit carryforwards $ 184,211 $ 195,015
Compensation reserves 30,486 31,449
Environmental reserves 12,811 11,165
Bad debt 3,581 9,252
Self-insurance 19,574 14,841
Warranty 4,664 7,675
Asset realization reserves and other 0 16,341
Other 16,809 21,272
Valuation allowance (157,569) (206,780)
--------- ---------
114,567 100,230
--------- ---------
Deferred tax liabilities:
Depreciation/property basis (22,134) (11,061)
Inventory basis difference (7,378) (6,517)
Other (9,917) (8,330)
-------- --------
(39,429) (25,908)
-------- --------
Net deferred tax assets $ 75,138 $ 74,322
======== ========
</TABLE>
Included in other noncurrent liabilities is $1,219 of deferred tax liabilities
at March 31, 1998.
As of March 31, 1999, the Company has net operating loss carryforwards for U.S.
income tax purposes of approximately $190,542 which expire in years 2005 through
2019. For financial reporting purposes, a valuation allowance has been
recognized to reduce the deferred tax assets for which it is more likely than
not that the benefits will not be realized.
As of March 31, 1999, certain of the Company's foreign subsidiaries have net
operating loss carryforwards for income tax purposes of approximately $415,630,
of which $108,886 expire in years 2000 through 2009. Most of these
carryforwards are preacquisition tax attributes, which will reduce goodwill if
realized. For financial reporting purposes, a valuation allowance has been
recognized to reduce the deferred tax assets related to these preacquisition tax
attributes and certain nondeductible reserves for which it is more likely than
not that the related tax benefits will not be realized.
The Company's net deferred tax assets include certain amounts of net operating
loss carryforwards principally in the U.S., which management believes are
realizable through a combination of anticipated tax planning strategies and
forecasted future taxable income. In fiscal 1997 and fiscal 1998, the Company
implemented certain tax planning strategies which utilized a portion of such
deferred tax assets. Failure to achieve forecasted future taxable income might
affect the ultimate realization of any remaining recorded net deferred tax
assets.
As of March 31, 1999, the Company has not provided for withholding or U.S.
Federal income taxes on undistributed earnings of foreign subsidiaries since
such earnings are expected to be reinvested indefinitely or substantially offset
by available foreign tax credits.
F-27
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. RECEIVABLES SALE AGREEMENTS:
In July 1997, certain of the Company's European subsidiaries sold selected
receivables to a wholly owned bankruptcy remote subsidiary of the Company, Exide
Europe Funding Ltd., which in turn established a multi-currency receivable sale
facility (collectively, the "European Agreement") with a financial institution,
whereby the financial institution has committed to purchase, with limited
recourse, all right, title and interest in these receivables up to a maximum net
investment of $175,000. The net proceeds from the initial sale of accounts
receivable under the European Agreement were used to repay borrowings under the
European Facilities Agreement. As of March 31, 1998 and 1999, net uncollected
receivables sold under the multi-currency receivable sale facility were $136,666
and $156,611, respectively. Losses and expenses related to receivables sold
under this agreement for fiscal 1998 and fiscal 1999 were $7,550 and $8,450,
respectively, and are included in other (income) expense, net in the
consolidated statements of operations.
The Company entered into a Receivables Sale Agreement (the "U.S. Agreement")
with certain banks (the "Purchasers"), and under this agreement, the
Purchasers have committed to purchase, with limited recourse, all right, title
and interest in selected accounts receivable of the U.S. Company, up to a
maximum net investment of $75,000. In connection with the U.S. Agreement,
during fiscal 1997 the Company established a wholly owned, bankruptcy remote
subsidiary, Exide U.S. Funding Corporation, to purchase accounts receivable at a
discount from the Company on a continuous basis, subject to certain limitations
as described in the U.S. Agreement. Exide U.S. Funding Corporation
simultaneously sells the accounts receivable at the same discount to the
Purchasers. As of March 31, 1998 and 1999, net uncollected receivables sold
under the U.S. Agreement were $65,682 and $75,639, respectively. Losses and
expenses related to receivables sold under this agreement for fiscal years 1997,
1998 and 1999 were $4,290, $4,084, and $4,065, respectively, and are included in
other (income) expense, net in the consolidated statements of operations.
The above transactions qualify as sales under the provisions of SFAS No. 125
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities."
11. RELATED-PARTY TRANSACTIONS:
The Company purchased $4,920, $5,979, and $5,225 of product from Yuasa, Inc.,
("Yuasa"), a 13.5%-owned affiliate, during fiscal 1997, 1998 and 1999,
respectively. The Company also sold $6,580, $2,601 and $2,129 of product to
Yuasa during fiscal 1997, 1998 and 1999, respectively. In addition, the Company
provides certain administrative services and pays certain expenses for Yuasa.
Yuasa reimbursed the Company for these costs totaling $1,753,
F-28
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
$1,673 and $1,705 during fiscal 1997, 1998 and 1999, respectively. As of March
31, 1998 and 1999, the Company had a net receivable of $2,342 and $623,
respectively, from Yuasa.
12. ENVIRONMENTAL MATTERS:
The Company, particularly as a result of its manufacturing and secondary lead
smelting operations, is subject to numerous environmental laws and regulations
and is exposed to liabilities and compliance costs arising from its past and
current handling, releasing, storing and disposing of hazardous substances and
hazardous wastes. The Company's operations are also subject to occupational
safety and health laws and regulations, particularly relating to the monitoring
of employee health. The Company devotes significant resources to attaining and
maintaining compliance with environmental and occupational health and safety
laws and regulations and does not currently believe that environmental, health
or safety compliance issues will have a material adverse effect on the Company's
business or financial condition. Except as disclosed herein, the Company
believes that it is in substantial compliance with all material environmental,
health and safety requirements.
North America
The Company has been advised by the U.S. Environmental Protection Agency
("EPA") or state agencies that it is a "Potentially Responsible Party" ("PRP")
under the Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA") or similar state laws at 75 federally defined Superfund or state
equivalent sites. At 42 of these sites, the Company has either paid or is in
the process of paying its share of liability. In most instances, the Company's
obligations are not expected to be significant because its portion of any
potential liability appears to be minor to insignificant in relation to the
total liability of all PRPs that have been identified and are viable. The
Company's share of the anticipated remediation costs associated with all of
the Superfund sites where it has been named a PRP, based on the Company's
estimated volumetric contribution to each site, is included in the
environmental remediation reserves discussed below.
Because the Company's liability under such statutes may be imposed on a joint
and several basis, the Company's liability may not necessarily be based on
volumetric allocations and could be greater than the Company's estimates.
Management believes, however, that its PRP status at these Superfund sites
will not have a material adverse effect on the Company's business or financial
condition because, based on the Company's experience, it is reasonable to
expect that the liability will be roughly proportionate to its volumetric
contribution of waste to the sites.
F-29
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company currently has greater than 50% liability at only one Superfund
site, discussed below. Other than this site, the Company's allocation
exceeds 5% at only five sites at which the Company's share of liability has
not been paid as of March 31, 1999. The current allocation at these five
sites averages 17.6%.
The Company is the primary PRP at the Brown's Battery Breaking Superfund
site located in Pennsylvania. The site was operated by third-party owners
in the 1960s and early 1970s. In 1992, the EPA issued a Record of Decision
identifying several alternate remedies. During fiscal 1997, the Company
signed a consent decree and paid $3,000 of the EPA's past costs and is not
responsible for any other past costs. The Company has established its
reserves based upon its estimates of the remediation cost.
The Company is also involved in the assessment and remediation of various
other properties, including certain Company owned or operated facilities.
Such assessment and remedial work is being conducted pursuant to a number
of state and federal environmental laws and with varying degrees of
involvement by state and federal authorities. Where probable and
reasonably estimable, the costs of such projects have been reserved by the
Company, as discussed below. In addition, certain environmental matters
concerning the Company are pending in federal and state courts or with
certain environmental regulatory agencies.
In fiscal 1997, the Company reached a settlement with most of its insurance
carriers, whereby the insurance companies reimbursed and indemnified the
Company for certain response costs, property damage and bodily injury
claims allegedly resulting from environmental conditions. In connection
with these settlements, the Company received $17,309 which was reflected as
an offset to cost of sales, a reduction of legal costs incurred in fiscal
1997 and elimination of $7,000 of legal fees deferred in fiscal 1996.
During the fourth quarter of fiscal 1997, the Company recorded a $5,250
receivable from the remaining insurance carrier based on the status of
negotiations, and during fiscal 1998, the Company received $5,800 from this
carrier.
During fiscal 1998, the Company reached an agreement with former owners of
the Company whereby the Company agreed to release and indemnify the former
owners from environmental matters relative to certain sites. In exchange
for this release, the Company received $4,500 in fiscal 1998 and $1,833 in
fiscal 1999. The remaining $3,667 is to be received in equal annual
installments in fiscal 2000 and 2001.
F-30
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Europe
The Company is subject to numerous environmental, health and safety
requirements and is exposed to differing degrees of liabilities, compliance
costs, and cleanup requirements arising from its past and current
activities in various European countries. The laws and regulations
applicable to such activities differ from country to country and also
substantially differ from U.S. laws and regulations. The Company
believes, based upon reports from its foreign subsidiaries and/or
independent qualified opinions, that it is in substantial compliance with
all material environmental, health and safety requirements in each country.
The Company expects that its European operations will continue to incur
capital and operating expenses in order to maintain compliance with
evolving environmental, health and safety requirements or more stringent
enforcement of existing requirements in each country.
While the ultimate outcome of the foregoing environmental matters is uncertain,
after consultation with legal counsel, management does not believe the
resolution of these matters, individually or in the aggregate, will have a
material adverse effect on the Company's long-term business, cash flows,
financial condition or results of operations. The Company's policy is to accrue
for environmental costs when it is probable that a liability has been incurred
and the amount of such liability is reasonably estimable. While the Company
believes its current estimates of future remediation costs are reasonable,
future findings or changes in estimates could have a material effect on the
recorded reserves.
The Company has established reserves for on-site and off-site environmental
remediation costs and believes that such reserves are adequate. As of March 31,
1999, the amount of such reserves on the Company's consolidated balance sheet
was $41,137. Of this amount, $29,830 was included in other noncurrent
liabilities. Because environmental liabilities are not accrued until a liability
is determined to be probable and reasonably estimable, not all potential future
environmental liabilities have been included in the Company's environmental
reserves and, therefore, additional earnings charges are possible.
13. FAIR VALUE OF FINANCIAL INSTRUMENTS:
The estimated fair value of financial instruments has been determined by the
Company using available market information and appropriate methodologies;
however, considerable judgment is required in interpreting market data to
develop these estimates. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts that the
F-31
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Company could realize in a current market exchange. Certain of these financial
instruments are with major financial institutions and expose the Company to
market and credit risks and may at times be concentrated with certain
counterparties or groups of counterparties. The creditworthiness of
counterparties is continually reviewed, and full performance is anticipated.
The methods and assumptions used to estimate the fair value of each class of
financial instruments are set forth below:
. Cash and cash equivalents, accounts receivable and accounts payable--The
carrying amounts of these items are a reasonable estimate of their fair
values at March 31, 1999.
. Investments in affiliates -- The estimated fair value of these investments
could not be obtained without incurring excessive costs as they have no
quoted market price.
. Long-term receivables -- The carrying amounts of these items are a reasonable
estimate of their fair value.
. Short-term borrowings -- Borrowings under the line of credit arrangements
have variable rates that reflect currently available terms and conditions for
similar debt. The carrying amount of this debt is a reasonable estimate of
its fair value.
. Long-term debt -- Borrowings under the Senior Secured Global Credit
Facilities have variable rates that reflect currently available terms and
conditions for similar debt. The carrying amount of this debt is a reasonable
estimate of its fair value.
The 9.125% and 10% Senior Notes and Convertible Senior Subordinated Debentures
are traded occasionally in public markets. The carrying values and estimated
fair values of these obligations are as follows at March 31, 1998 and 1999:
<TABLE>
<CAPTION>
1998 1999
-------------------------- ---------------------------
Estimated Estimated
Carrying Fair Carrying Fair
Value Value Value Value
------------ ------------- ------------- -------------
<S> <C> <C> <C> <C>
10.00% Senior Notes $300,000 $309,750 $297,682 $297,000
9.125% Senior Notes (Deutsche
mark denominated) 94,644 97,010 96,373 95,650
2.90% Convertible Senior
Subordinated Notes 307,036 247,295 316,377 218,900
</TABLE>
F-32
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
. Interest rate protection agreements and bond swap agreements have no carrying
value; however, if the Company were to terminate these agreements at March
31, 1998 and 1999, the Company would have collected $5,502 and $3,851,
respectively, based on quotes from financial institutions.
. Lead forward and futures contracts -- The estimated fair value of the
outstanding instrument, at March 31, 1998 and 1999, exceeds [is less than]
the contract value by $346 and ($1,584), respectively, based on quotes from
brokers.
. Foreign currency contracts -- The fair value is based on quotes obtained from
financial institutions. As of March 31, 1998 and 1999, the fair value of
foreign currency contracts approximated contract value.
14. COMMITMENTS AND CONTINGENCIES:
In August 1996, a Portland, Oregon jury found that the Company infringed a
patent relating to a device for inserting battery plates into battery
separators, and awarded damages of $5,000. Later, the Court, acting on the
jury's verdict, entered a judgment against the Company for $5,456. On April 28,
1997, the Court denied the Company's post-trial motions relating to the
judgment. On May 16, 1997, the Company filed its Notice of Appeal and five days
later plaintiffs filed a cross appeal. The appeal was argued before the U.S.
Court of Appeals for the Federal Circuit Court on March 5, 1998. In an
unpublished decision rendered January 27, 1999, the U.S. Court of Appeals for
the Federal Circuit Court upheld the lower-court's ruling, resulting in a $6,100
liability. This charge, which was recorded in fiscal 1999, was included in cost
of goods sold.
The Company is now or recently has been involved in several related lawsuits
containing similar allegations pending in state and federal courts in Alabama,
North Carolina, Pennsylvania, South Carolina, Tennessee and Texas, some of which
were brought as purported class actions. These actions contain allegations that
the Company sold old or used batteries as new batteries as well as other
allegations. The remaining actions seek compensatory and punitive damages and,
in one case, injunctive relief. The Company cannot assure that they will be
successful in the defense of these claims or that additional claims will not be
brought.
Five purported class action lawsuits were filed against the Company and three of
its senior officers who were also directors, alleging violations of Section
10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder.
Specifically, among other things the complaints allege that the market price of
the Company's stock was artificially inflated over a period from June 27, 1995
through April 3, 1998 as a result of alleged misstatements and omissions. The
F-33
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
named plaintiff in each case seeks to represent a class of persons who purchased
Exide stock on the open market during the period in which the stock was
allegedly artificially inflated. An agreement on the above mentioned lawsuits (a
consolidation of the five lawsuits originally filed) was reached on April 14,
1999, whereby the Company will settle all claims for $10,250, payable by its
insurance carrier. Final settlement is subject to court approval.
In December 1997, the Attorney General of the State of Florida initiated an
investigation into certain alleged business practices of the Company, including
falsifying bids to the State of Florida, selling defective batteries, selling
used batteries as new, mislabeling batteries with regard to warranty coverage,
cold cranking amps, intended use and point of manufacture; and also considered
related allegations concerning improperly transferring credits among customer
accounts, making payments to employees of certain customers to obtain business,
securities fraud, and anti-trust violations. This investigation was resolved by
a settlement agreement with the Attorney General dated May 24, 1999, which
released the Company from all liabilities and claims which have been or could be
asserted against the Company in any civil or administrative action arising out
of, related to or connected with, directly or indirectly, the following
investigated matters: falsifying bids to the State of Florida; selling
defective batteries; selling used batteries as new; mislabeling batteries with
regard to warranty coverage, cold cranking amps, intended use and point of
manufacture; and improperly transferring credits among customer accounts.
When the Company learned of the Florida Attorney General's investigation, it
elected to fully cooperate with the Attorney General. That cooperation led to
the settlement agreement. It was expressly understood and agreed that the
settlement agreement was not to be construed as an admission of liability or any
acknowledgement of the claims asserted against the Company.
Under the settlement agreement, the Company has agreed to pay the State of
Florida $2,750 in installments, with $1,250 to be directed to a Florida
university of the Attorney General's choosing. In addition, the Company has
agreed to make restitution at an estimated cost of $500 and to take certain
further actions, including ceasing the alleged practices, instituting certain
battery labeling practices and instituting a corporate ethics program. The
settlement applies to all batteries sold up to and including June 23, 1999. The
Company recognized the estimated total cost under this settlement in operating
expenses during the fourth quarter of fiscal 1999.
While the Company believes the settlement marks the end of the Florida
investigation, the settlement does not preclude the Florida Attorney General
from bringing further claims with respect to the matters not covered by the
settlement. The Company has no assurance that other federal or state agencies
or private claimants will not investigate or bring charges
F-34
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
with respect to these or other matters.
The Company is involved in various other claims and litigation incidental to the
conduct of its business. Based on consultation with legal counsel, management
does not believe that any such claims or litigation to which the Company is a
party both individually and in the aggregate will have a material adverse effect
on the Company's financial condition or results of operations.
Future minimum lease payments under operating and capital leases that have
initial or remaining noncancelable lease terms in excess of one year at March
31, 1999, are:
<TABLE>
<CAPTION>
Fiscal Year Operating Capital
---------- -------------- ---------------
<S> <C> <C>
2000 $ 44,953 $ 2,319
2001 37,752 3,049
2002 30,278 2,843
2003 24,733 2,694
2004 20,472 2,772
Thereafter 36,610 21,089
-------- -------
Total minimum payments $194,798 $34,766
======== =======
Less- Interest on capital leases (5,974)
-------
Total principal payable on capital leases $28,792
(included in Note 5) =======
</TABLE>
In fiscal 1998 and 1999, the Company entered into sale/leaseback transactions,
where the Company sold certain machinery and equipment with a book value of
$16,400 and $31,600 respectively, for $49,500 and $47,600, respectively, and
leased the same machinery and equipment back over periods ranging from eight to
nine years. The gains of $33,100, and $16,000, respectively have been deferred
and are being recognized ratably over the life of the leases.
Rent expense amounted to $52,701, $48,973 and $57,264 for fiscal years 1997,
1998 and 1999, respectively.
The Company has an 81.5% investment in a European joint venture. The other
party to the transaction has the right to require the Company to purchase its
18.5% interest in the joint venture at any time after September, 1999 for a
defined multiple of earnings of the joint venture.
F-35
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company has various purchase commitments for materials, supplies and other
items incident to the ordinary course of business. In the aggregate, such
commitments are at prices that approximate current market.
F-36
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):
The following is a summary of the Company's unaudited quarterly consolidated
results of operations for fiscal years 1998 and 1999:
<TABLE>
<CAPTION>
Fiscal Quarter Ended
----------------------------------------------------------------------------
June 29, September 28, December 28, March 31,
1997 1997 1997 1998
----------------- ------------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Net sales $490,365 $552,389 $691,715 $538,657
Gross profit 124,308 148,346 189,715 140,349
Income (loss) before extraordinary loss (7,445) 8,154 23,050 (5,062)
Net income (loss) (14,758) 6,709 14,714 (16,481)
Basic earnings per share:
Income (loss) before extraordinary
loss $ (0.36) $ 0.40 $ 1.12 $ (0.25)
Extraordinary loss (0.36) (0.07) (0.41) (0.55)
-------- -------- -------- --------
Net income (loss) $ (0.72) $ 0.33 $ 0.71 $ (0.80)
======== ======== ======== ========
Diluted earnings per share:
Income (loss) before extraordinary
loss $ (0.36) $ 0.38 $ 1.05 $ (0.25)
Extraordinary loss (0.36) (0.07) (0.38) (0.55)
-------- -------- -------- --------
Net income (loss) $ (0.72) $ 0.31 $ 0.67 $ (0.80)
======== ======== ======== ========
</TABLE>
F-37
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
Fiscal Quarter Ended
---------------------------------------------------------------------------
June 28, September 27, December 27, March 31,
1998 1998 1998 1999
----------------- ------------------ ------------------- ----------------
<S> <C> <C> <C> <C>
Net sales $544,532 $601,136 $678,530 $550,080
Gross profit 140,154 161,034 163,950 91,191
Income (loss) before extraordinary
loss (6,053) 2,283 (45,919) (79,931)
Net income (loss) (6,354) 2,283 (45,919) (79,931)
Basic earnings per share:
Income (loss) before extraordinary
loss $ (0.29) $ 0.11 $ (2.16) $ (3.76)
Extraordinary loss (0.01) -- -- --
-------- -------- -------- --------
Net income (loss) $ (0.30) $ 0.11 $ (2.16) $ (3.76)
======== ======== ======== ========
Diluted earnings per share:
Income (loss) before extraordinary
loss $ (0.29) $ 0.11 $ (2.16) $ (3.76)
Extraordinary loss (0.01) -- -- --
-------- -------- -------- --------
Net income (loss) $ (0.30) $ 0.11 $ (2.16) $ (3.76)
======== ======== ======== ========
</TABLE>
16. BUSINESS SEGMENTS:
In fiscal 1999, the Company has adopted SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information," which establishes new
standards regarding the disclosure of operating segments. The information for
fiscal 1998 and 1997 has been restated from the prior year's presentation in
order to conform to the fiscal 1999 presentation.
The Company operates on a geographic basis and has two geographic-based
reportable segments, namely, the manufacture, distribution and sale of lead acid
batteries in North America and in Europe. Sales of lead acid batteries are made
both to the aftermarket and original equipment manufacturers. Geographic
operating segments within Europe have been aggregated for disclosure purposes in
accordance with SFAS No. 131.
The accounting policies of the reportable segments are the same as those
described in Note 1. The Company evaluates performance based on geographic area.
Intersegment sales are not material.
F-38
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Revenues are attributed to geographic areas based on the location of the sale to
the third party.
Summarized financial information concerning the Company's reportable segments
for the fiscal years ended March 31 is shown in the following tables:
<TABLE>
<CAPTION>
North Intercompany
1999 America Europe Other (a) Eliminations Consolidated
- --------------------- ------- ------ -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales to third parties $838,447 $1,501,620 $ 34,211 $ -- $2,374,278
Interest expense, net 47,280 56,905 7,494 -- 111,679
Depreciation & amortization 49,115 80,276 2,928 (4,429) 127,890
Income tax provision/(benefit) 200 20,708 494 1,599 23,001
Extraordinary loss (301) -- -- -- (301)
Net income (loss) (91,938) 15,959 (56,772) 2,830 (129,921)
EBITDA (b) 7,069 177,506 (45,849) -- 138,726
Capital expenditures 12,213 63,715 283 -- 76,211
Total assets $534,090 $1,689,985 $ 31,045 $(87,279) $2,167,841
</TABLE>
F-39
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
North Intercompany
1998 America Europe Other (a) Eliminations Consolidated
- ---------------------- ------- ------ --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales to third parties $812,249 $1,430,629 $ 30,248 $ -- $2,273,126
Interest expense, net 63,891 41,590 6,820 -- 112,301
Depreciation & amortization 47,965 58,429 2,773 -- 109,167
Income tax provision/(benefit) 137 29,221 165 (16,048) 13,475
Extraordinary loss (21,995) (6,518) -- -- (28,513)
Net income (loss) 32,424 38,588 (12,307) (68,521) (9,816)
EBITDA (b) 166,640 179,812 (2,323) (84,577) 259,552
Capital expenditures 30,495 53,868 2,952 -- 87,315
Total assets $651,320 $1,709,641 $ 78,218 $(90,563) $2,348,616
</TABLE>
<TABLE>
<CAPTION>
North Intercompany
1997 America Europe Other (a) Eliminations Consolidated
- ---------------------- ------- ------ --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales to third parties $836,439 $1,460,296 $ 36,495 $ -- $2,333,230
Interest expense, net 69,633 42,545 6,659 -- 118,837
Depreciation & amortization 49,111 63,383 2,814 -- 115,308
Income tax provision/(benefit) (1,583) 31,169 346 (15,200) 14,732
Extraordinary loss (2,767) -- -- -- <2,767>
Net income (loss) 8,408 43,446 (10,829) (24,800) 16,225
EBITDA (b) 128,186 180,171 (1,048) (40,000) 267,309
Capital expenditures 32,471 50,439 1,290 -- 84,200
Total assets $688,860 $1,701,711 $ 71,846 $(23,922) $2,438,495
</TABLE>
(a) Other includes primarily the operations of the Company's starter and
alternator and charger and accessories businesses.
(b) Represents earnings before interest, taxes, depreciation of property, plant
and equipment, goodwill and other amortizations and losses on sales of
receivables.
F-40
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
Revenues from External Customers
- -----------------------------------------------------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
United States $ 837,111 $ 807,472 $ 835,256
France 261,762 261,971 309,839
Germany 452,770 406,693 355,698
UK 259,106 236,140 202,967
Italy 173,210 166,489 191,811
Spain 193,974 187,927 214,776
Other 196,345 206,434 222,883
---------- ---------- ----------
Total $2,374,278 $2,273,126 $2,333,230
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Long-Lived Assets
- -----------------------------------------------------------------------------
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
United States $131,462 $173,344 $198,982
France 46,309 47,375 63,230
Germany 87,638 111,065 104,617
UK 56,444 55,746 44,163
Italy 45,096 26,791 33,103
Spain 71,776 61,282 60,066
Other 59,935 59,510 17,675
-------- -------- --------
Total $498,660 $535,113 $521,836
======== ======== ========
</TABLE>
F-41
<PAGE>
EXIDE CORPORATION AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(Amounts in thousands)
<TABLE>
<CAPTION>
Balance at Additions Balance
Beginning Charged to At End of
of Period Expense Charge-offs Other/(1)/ Period
--------- ---------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Year ended March 31, 1997:
Allowance for doubtful accounts $ 45,350 $ 4,638 $ (7,531) $ (3,971) $ 38,486
======== ========== ========== ========== =========
Restructuring charges $145,200 $ -- $ (54,700) $ -- $ 90,500
======== ========== ========== ========== =========
Year ended March 31, 1998:
Allowance for doubtful accounts $ 38,486 $ 7,060 $ (5,484) $ (2,574) $ 37,488
======== ========== ========== ========== =========
Restructuring charges $ 90,500 $ -- $ (32,900) $ 800 $ 58,400
======== ========== ========== ========== =========
Year ended March 31, 1999:
Allowance for doubtful accounts $ 37,488 $ 23,243 $ (6,270) $ (350) $ 54,111
======== ========== ========== ========== =========
Restructuring charges $ 58,400 $ -- $ (40,300) $ -- $ 18,100
======== ========== ========== ========== =========
</TABLE>
(1) Represents primarily acquisitions of certain businesses in fiscal 1998 and
disposition of certain businesses in fiscal 1997.
F-42
<PAGE>
Exhibit 3.2
ADOPTED JANUARY 29, 1999
------------------------
RESTATED BY-LAWS
OF
EXIDE CORPORATION
ARTICLE I
Offices
Section 1. Registered Office. The registered office of the corporation in
--------- -----------------
the State of Delaware shall be at 1209 Orange Street, Wilmington, New Castle
County, Delaware 19801. The name of the corporation's registered agent at such
address shall be The Corporation Trust Company. The registered office and/or
registered agent of the corporation may be changed from time to time by action
of the Board of Directors.
Section 2. Other Offices. The corporation may also have offices at such
--------- -------------
other places, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
Meetings of Stockholders
Section 1. Date and Time of Annual Meetings. The annual meeting of the
--------- --------------------------------
stockholders shall be held each year within one hundred eighty days after the
close of the immediately preceding fiscal year of the corporation for the
purpose of electing directors and conducting such other proper business as may
come before the meeting.
Section 2. Special Meetings. Special meetings of stockholders may be
--------- ----------------
called for any purpose and may be held at such time and place, within or without
the State of Delaware, as shall be stated in a notice of meeting or in a duly
executed waiver of notice thereof. Special meetings may be called at any time
by the secretary at the request of a majority of the Board of Directors. Such
request shall state the purpose or purposes of the proposed meeting.
Section 3. Place of Meetings. The Board of Directors may designate any
--------- -----------------
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. If no designation is made, or if a special meeting is otherwise
called, the place of meeting shall be the principal executive office of the
corporation.
Section 4. Notice. Whenever stockholders are required or permitted to
--------- ------
take action at a meeting, written or printed notice stating the place, date,
time, and, in the case of special meetings, the purpose or purposes, of such
meeting, shall be given to each stockholder entitled to
1
<PAGE>
vote at such meeting and to each director not less than 30 nor more than 60 days
before the date of the meeting. All such notices shall be delivered, either
personally or by mail, by or at the direction of the Board of Directors, the
chairman, chief executive officer, president or the secretary, and if mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail, postage prepaid, addressed to the stockholder at his, her or its address
as the same appears on the records of the corporation. Attendance of a person at
a meeting shall constitute a waiver of notice of such meeting, except when the
person attends for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened.
Section 5. Stockholders List. The officer having charge of the stock
--------- -----------------
ledger of the corporation shall make, at least 10 days before every meeting of
the stockholders, a complete list of the stockholders entitled to vote at such
meeting arranged in alphabetical order, showing the address of each stockholder
and the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least 10 days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting or, if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
Section 6. Quorum. The holders of a majority of the outstanding shares of
--------- ------
capital stock, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders, except as otherwise provided by
statute or by the Certificate of Incorporation. If a quorum is not present, the
holders of a majority of the shares present in person or represented by proxy at
the meeting, and entitled to vote at the meeting, may adjourn the meeting to
another time and/or place. When a quorum is once present to commence a meeting
of stockholders, it is not broken by the subsequent withdrawal of any
stockholders or their proxies.
Section 7. Adjourned Meetings. When a meeting is adjourned to another
--------- ------------------
time and place, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
Section 8. Vote Required. When a quorum is present, the affirmative vote
--------- -------------
of the majority of shares present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless the question is one upon which by express provisions of an
applicable law or of the Certificate of Incorporation a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
2
<PAGE>
Section 9. Voting Rights. Except as otherwise provided by the General
--------- -------------
Corporation Law of the State of Delaware or by the Certificate of Incorporation
of the corporation or any amendments thereto and subject to Section 3 of Article
VI hereof, every stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of common stock held
by such stockholder.
Section 10. Proxies. Each stockholder entitled to vote at a meeting of
---------- -------
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or her
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.
Section 11. Proposed Business. Except as may otherwise be required by
---------- -----------------
applicable law or regulation or be expressly authorized by the Board of
Directors, a stockholder may make a nomination or nominations for director of
the corporation at an annual meeting of stockholders or at a special meeting of
stockholders called for the purpose of electing directors or may bring up any
other matter for consideration and action by the stockholders at a meeting of
stockholders only if the provisions of subsections (a), (b), (c), and (d) hereto
shall have been satisfied. If such provisions shall not have been satisfied,
any nomination sought to be made or other business sought to be presented by a
stockholder for consideration and action by the stockholders at the meeting
shall be deemed not properly brought before the meeting, is and shall be ruled
by the chairman of the meeting to be out of order, and shall not be presented or
acted upon at the meeting.
(a) The stockholder must be a stockholder of record on the record date for
such meeting entitled to vote thereat and must continue to be a
stockholder of record at the time of such meeting.
(b) The stockholder must, not later than the Notice Date (as defined below)
as to any annual meeting, or within five days after the corporation has
mailed to stockholders a notice of (or publicly announced, whichever
occurs first) a special meeting of stockholders, deliver or cause to be
delivered a written notice to the secretary of the corporation. The
Notice Date as to any annual meeting shall be the 45th day before the
date in the year of such meeting which corresponds with the date on
which the corporation first mailed its proxy materials for the prior
year's annual meeting. The notice shall specify (i) the name and
address of the stockholder as they appear on the books of the
corporation; (ii) the class and number of shares of the corporation
which are beneficially owned by the stockholder; (iii) any material
interest of the stockholder in the proposed business described in the
notice; (iv) if such business is a nomination for director, each
nomination sought to be made, together with the reasons for each
nomination, a description of the qualifications and business or
professional experience of each proposed nominee and a statement signed
by each nominee indicating his or her willingness to serve if elected,
and disclosing the information about him or her that is required by the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and the
rules and regulations promulgated thereunder to be disclosed in the
proxy materials for the meeting involved if he or she were a nominee of
the corporation
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for election as one of its directors; (v) if such business is other
than a nomination for director, the nature of the business, the reasons
why it is sought to be raised and submitted for a vote of the
stockholders and if and why it is deemed by the stockholder to be
beneficial to the corporation; and (vi) if so requested by the
corporation, all other information that would be required to be filed
with the Securities and Exchange Commission if, with respect to the
business proposed to be brought before the meeting, the person
proposing such business was a participant in a solicitation subject to
Section 14 of the 1934 Act.
(c) Notwithstanding satisfaction of the provisions of subsection (a) and
(b), the proposed business described in the notice may be deemed not to
be properly brought before the meeting if, pursuant to state law or to
any rule or regulation of the Securities and Exchange Commission, it
was offered as a stockholder proposal and was omitted, or had it been
so offered, it could have been omitted, from the notice of, and proxy
material for, the meeting (or any supplement thereto) authorized by the
Board of Directors.
(d) In the event such notice is timely given pursuant to subsection (b) and
the business described therein is not disqualified pursuant to
subsection (c), such business (i) may nevertheless not be presented or
acted upon at a special meeting of stockholders unless in all other
respects it is properly before such meeting; and (ii) may not be
presented except by the stockholder who shall have given the notice
required by subsection (a) or a representative of such stockholder who
is qualified under the law of the State of Delaware to present the
proposal on the stockholder's behalf at the meeting.
Section 12. Action by Unanimous Written Consent. Unless otherwise
---------- -----------------------------------
restricted by the Certificate of Incorporation, any action required or permitted
to be taken at any meeting of the stockholders may be taken without a meeting if
the holders of all of the outstanding stock entitled to vote on such action
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the stockholders of the corporation.
ARTICLE III
Directors
Section 1. General Powers. The business and affairs of the corporation
--------- --------------
shall be managed by or under the direction of the Board of Directors.
Section 2. Number, Election and Term of Office. The number of directors
--------- -----------------------------------
which currently constitutes the Board of Directors is nine. The number of
directors may be changed from time to time by resolution of the Board of
Directors. The directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote in the election of directors. The directors shall be elected in this
manner at the annual meeting of the stockholders. Each director elected shall
hold office until a successor is duly elected and qualified or until his or her
earlier death, resignation or removal as hereinafter provided.
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Section 3. Removal and Resignation. Any director or the entire Board of
--------- -----------------------
Directors may be removed at any time with or without cause by the holders of a
majority of the shares then entitled to vote at an election of directors. Any
director may resign at any time upon written notice to the corporation.
Section 4. Vacancies. Vacancies and newly created directorships resulting
--------- ---------
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director. Each director so chosen shall hold office until a
successor is duly elected and qualified or until his or her earlier death,
resignation or removal as herein provided.
Section 5. Annual Meetings. Unless otherwise determined by resolution of
--------- ---------------
the Board of Directors, the annual meeting of each newly elected Board of
Directors shall be held without other notice than this by-law immediately after,
and at the same place as, the annual meeting of stockholders.
Section 6. Other Meetings and Notice. Regular meetings, other than the
--------- -------------------------
annual meeting, of the Board of Directors may be held without notice at such
time and at such place as shall from time to time be determined by resolution of
the Board of Directors. Special meetings of the Board of Directors may be
called by or at the request of the chairman, chief executive officer, president
or a majority of the directors on at least 24 hours notice to each director,
either personally, by telephone, by mail, by telecopy or by telegraph.
Section 7. Quorum, Required Vote and Adjournment. A majority of the total
--------- -------------------------------------
number of directors shall constitute a quorum for the transaction of business.
The vote of a majority of directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 8. Committees. The Board of Directors may, by resolution passed
--------- ----------
by a majority of the whole Board of Directors, designate one or more committees,
each committee to consist of one or more of the directors of the corporation,
which to the extent provided in such resolution or these By-laws shall have and
may exercise the powers of the Board of Directors in the management and affairs
of the corporation except as otherwise limited by law. The Board of Directors
may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee.
Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of Directors. Each
committee shall keep regular minutes of its meetings and report the same to the
Board of Directors when required.
Section 9. Committee Rules. Each committee of the Board of Directors may
--------- ---------------
fix its own rules of procedure and shall hold its meetings as provided by such
rules, except as may otherwise be provided by a resolution of the Board of
Directors designating such committee. Unless
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otherwise provided in such a resolution, the presence of at least a majority of
the members of the committee shall be necessary to constitute a quorum. In the
event that a member and that member's alternate, if alternates are designated by
the Board of Directors as provided in Section 8 of this Article III, of such
committee is or are absent or disqualified, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in place of any such absent or
disqualified member.
Section 10. Compensation Committee. The compensation committee shall
---------- ----------------------
consist of not fewer than two members of the Board of Directors as shall from
time to time be appointed by resolution of the Board of Directors. No member of
the Board of Directors who is an officer or an employee of the corporation or
any subsidiary of the corporation shall be eligible to serve on the compensation
committee. Action by the compensation committee shall require unanimous
approval of the members of the compensation committee. The compensation
committee shall review and, as it deems appropriate, make recommendations to the
Board of Directors regarding salaries, compensation and benefits of executive
officers and other key employees of the corporation and the establishment and
administration of employee benefit plans. The compensation committee shall have
and exercise all authority under any employee stock option and incentive plans
(and, to the extent delegated by the Board of Directors, shall have the
exclusive authority for adopting and administering certain of such plans) of the
corporation as the committee therein (unless the Board of Directors by
resolution appoints any other committee to exercise such authority), and shall
otherwise advise and consult with the officers of the corporation as may be
requested regarding managerial personnel policies.
Section 11. Audit Committee. The audit committee shall consist of not
---------- ---------------
fewer than two members of the Board of Directors as shall from time to time be
appointed by resolution of the Board of Directors. No member of the Board of
Directors who is an officer or an employee of the corporation or any subsidiary
of the corporation shall be eligible to serve on the audit committee. The audit
committee shall review and, as it shall deem appropriate, recommend to the Board
of Directors internal accounting and financial controls for the corporation and
accounting principles and auditing practices and procedures to be employed in
the preparation and review of financial statements of the corporation. The
audit committee shall make recommendations to the Board of Directors concerning
the engagement of independent public accountants to audit the annual financial
statements of the corporation and the scope of the audit to be undertaken by
such accountants.
Section 12. Nominating Committee. The nominating committee shall consist
---------- --------------------
of not fewer than two members of the Board of Directors as shall from time to
time be appointed by resolution of the Board of Directors. No member of the
Board of Directors who is an officer or an employee of the corporation or any
subsidiary of the corporation shall be eligible to serve on the nominating
committee. The nominating committee shall (a) in consultation with the chairman
of the Board, consider and make recommendations to the full Board of Directors
concerning the number and accountability of Board committees, committee
assignments and committee membership rotation practices, (b) establish
qualifications, desired backgrounds and selection criteria for nominees to the
Board of Directors, (c) recommend to the full Board of Directors nominees for
Board membership, (d) on an annual basis, conduct an evaluation of the
effectiveness of the full Board of
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Directors (but not of individual members) and the effectiveness of overall
governance practices and guidelines, based on input from all Board members, and
(e) perform such additional duties as from time to time may be prescribed by the
Board of Directors.
Section 13. Communications Equipment. Members of the Board of Directors
---------- ------------------------
or any committee thereof may participate in and act at any meeting of such Board
of Directors or committee through the use of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in the meeting pursuant to this
section shall constitute presence in person at the meeting.
Section 14. Waiver of Notice and Presumption of Assent. Any member of the
---------- ------------------------------------------
Board of Directors or any committee thereof who is present at a meeting shall be
conclusively presumed to have waived notice of such meeting except when such
member attends for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened. Such member shall be conclusively presumed to have assented
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written dissent to such action shall be filed
with the person acting as the secretary of the meeting before the adjournment
thereof or shall be forwarded by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to any member who voted in favor of such action.
Section 15. Action by Written Consent. Unless otherwise restricted by the
---------- -------------------------
Certificate of Incorporation, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting if all members of the Board of Directors or such committee, as
the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board of Directors or such
committee.
ARTICLE IV
Officers
Section 1. Number. The officers of the corporation shall be elected by
--------- ------
the Board of Directors and shall consist of a chairman, chief executive officer,
president, chief financial officer, one or more vice-presidents, a secretary, a
treasurer, a controller and such other officers and assistant officers as may be
deemed necessary or desirable by the Board of Directors. Any number of offices
may be held by the same person. In its discretion, the Board of Directors may
choose not to fill any office for any period as it may deem advisable.
Section 2. Election and Term of Office. The officers of the corporation
--------- ---------------------------
shall be elected annually by the Board of Directors at its first meeting held
after each annual meeting of stockholders or as soon thereafter as conveniently
may be. Vacancies may be filled or new offices created and filled at any
meeting of the Board of Directors. Each officer shall hold office until a
successor is duly elected and qualified or until his or her earlier death,
resignation or removal as hereinafter provided.
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Section 3. Removal. Any officer or agent elected by the Board of
--------- -------
Directors may be removed by the Board of Directors whenever in its judgment the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
Section 4. Vacancies. Any vacancy occurring in any office because of
--------- ---------
death, resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term by the Board of
Directors then in office.
Section 5. Compensation. Compensation of all officers shall be fixed by
--------- ------------
the Board of Directors, and no officer shall be prevented from receiving such
compensation by virtue of his or her also being a director of the corporation.
Section 6. Chairman of the Board. The chairman of the board shall preside
--------- ---------------------
at all meetings of the stockholders and Board of Directors at which he or she is
present and shall have the powers and perform the duties incident to that
position. The chairman of the board shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or as may be
provided in these By-laws.
Section 7. The Chief Executive Officer. Subject to the control of the
--------- ---------------------------
Board of Directors, the chief executive officer shall have general and active
management of the business of the corporation and shall have supervisory power
and authority over all officers and agents elected or appointed by the Board of
Directors, and over the appointment or employment, functions, duties, removal or
discharge of all other employees and agents of the corporation. Except where by
law the signature of the president is required, the chief executive officer may
sign and execute all instruments in the name of the corporation.
Section 8. The President. The president shall be the chief operating
--------- -------------
officer of the corporation, and, under the direction of the chief executive
officer, shall generally be responsible for the supervision and control of the
corporation's internal affairs. The president shall, under the direction of the
chief executive officer, be responsible for the internal administration of the
corporation, including the supervision of all relations with all outside
agencies and organizations with which the corporation comes into contact on a
daily basis. The president may sign and execute all documents, agreements and
instruments in the name of the corporation. The president shall perform such
other duties and have such other powers as the Board of Directors may, from time
to time, determine or these By-laws may prescribe.
Section 9. Executive Vice President. It shall be the duty of the
--------- ------------------------
executive vice president (if any) to assist the chief executive officer and
president in the administration, general management and direction of the
corporation's business and affairs with respect to such matters as may be
assigned to him or her by the chief executive officer, the president or the
Board of Directors. Whenever the chief executive officer or the president are
unable to serve, by reason of sickness, absence or otherwise, the regular powers
and duties of their offices shall be exercised and performed by the executive
vice president (if any) designated by the Board of Directors.
Section 10. Chief Financial Officer. The chief financial officer of the
---------- -----------------------
corporation shall,
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under the direction of the chief executive officer, be responsible for all
financial and accounting matters and for the direction of the offices of
treasurer and controller. The chief financial officer shall have such other
powers and perform such other duties as the Board of Directors, the chief
executive officer, or these By-laws may, from time to time, prescribe.
Section 11. Vice-presidents. The vice-president, or if there shall be
---------- ---------------
more than one, the vice-presidents in the order determined by the Board of
Directors, shall, in the absence or disability of the chief executive officer or
the president, act with all of the powers and be subject to all the restrictions
of the chief executive officer or the president as the case may be. The vice-
presidents shall also perform such other duties and have such other powers as
the Board of Directors, the chief executive officer, the president or these By-
laws may from time to time prescribe.
Section 12. The Secretary and Assistant Secretaries. The secretary shall
---------- ---------------------------------------
attend all meetings of the Board of Directors, all meetings of the committees
thereof and all meetings of the stockholders and record all the proceedings of
the meetings in a book or books to be kept for that purpose. Under the chairman
and president's supervision, the secretary shall give, or cause to be given, all
notices required to be given by these By-laws or by law; shall have such powers
and perform such duties as the Board of Directors, the chief executive officer,
president or these By-laws may from time to time prescribe; and shall have
custody of the corporate seal of the corporation. The secretary, or an
assistant secretary, shall have authority to affix the corporate seal to any
instrument requiring it and when so affixed, it may be attested by his or her
signature or by the signature of such assistant secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his or her signature. The
assistant secretary, or if there be more than one, the assistant secretaries in
the order determined by the Board of Directors, shall, in the absence or
disability of the secretary, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
Board of Directors, the chief executive officer and president or secretary may
from time to time prescribe.
Section 13. The Treasurer and Assistant Treasurer. The treasurer shall,
---------- -------------------------------------
under the direction of the chief financial officer, have the custody of the
corporate funds and securities; shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation; shall deposit
all moneys and other valuable effects in the name and to the credit of the
corporation as may be ordered by the Board of Directors; shall cause the funds
of the corporation to be disbursed when such disbursements have been duly
authorized, taking proper vouchers for such disbursements; and shall render to
the chief executive officer, the president, the chief financial officer and the
Board of Directors, at its regular meeting or when the Board of Directors so
requires, an account of the corporation; shall have such powers and perform such
duties as the Board of Directors, the chief financial officer or these By-laws
may from time to time prescribe. If required by the Board of Directors, the
treasurer shall give the corporation a bond (which shall be rendered every six
years) in such sums and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of the office
of treasurer and for the restoration to the corporation, in case of death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in the possession or under the control
of the treasurer belonging to the corporation.
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The assistant treasurer, or if there shall be more than one, the assistant
treasurers in the order determined by the Board of Directors, shall in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer. The assistant treasurers shall perform such other
duties and have such other powers as the Board of Directors, the chief financial
officer or treasurer may, from time to time, prescribe.
Section 14. The Controller. The controller shall, under the direction of
---------- --------------
the chief financial officer, have general charge, control, and supervision over
the accounting and auditing affairs of the corporation. The controller or such
persons as the controller shall designate shall have responsibility for the
custody and safekeeping of all permanent records and papers of the corporation.
The controller shall have responsibility for the preparation and maintenance of
the books of account and of the accounting records and papers of the
corporation; shall supervise the preparation of all financial statements and
reports on the operation and condition of the business; shall have
responsibility for the establishment of financial statements and reports on the
operation and condition of the business; shall have responsibility for the
establishment of financial procedures, records, and forms used by the
corporation; shall have responsibility for the filing of all financial reports
and returns, required by law; shall render to the chief executive officer, the
chief financial officer or the Board of Directors, whenever they may require, an
account of the controller's transactions; and in general shall have such other
powers and perform such other duties as are incident to the office of controller
and as the Board of Directors may from time to time prescribe.
Section 15. Other Officers, Assistant Officers and Agents. Officers,
---------- ---------------------------------------------
assistant officers and agents, if any, other than those whose duties are
provided for in these By-laws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the Board of Directors.
Section 16. Absence or Disability of Officers. In the case of the absence
---------- ---------------------------------
or disability of any officer of the corporation and of any person hereby
authorized to act in such officer's place during such officer's absence or
disability, the Board of Directors may by resolution delegate the powers and
duties of such officer to any other officer or to any director, or to any other
person whom it may select.
ARTICLE V
Indemnification of Directors and Officers
Section 1. Right to Indemnification. Each person who was or is made a
--------- ------------------------
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or an officer of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held
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harmless by the corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the corporation to provide broader indemnification rights than such law
permitted the corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgment, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that,
except as provided in Section 3 of this Article V with respect to proceedings to
enforce rights to indemnification, the corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the Board
of Directors of the corporation.
Section 2. Right to Advancement of Expenses. The right to
--------- --------------------------------
indemnification conferred in Section 1 of this Article V shall include the right
to be paid by the corporation the expenses (including attorney's fees) incurred
in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section 2 or otherwise. The rights to indemnification and to the
advancement of expenses conferred in Sections 1 and 2 of this Article V shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
Section 3. Right of Indemnitee to Bring Suit. If a claim under Section
--------- ---------------------------------
1 or 2 of this Article V is not paid in full by the corporation within sixty
(60) days after a written claim has been received by the corporation, except in
the case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty (20) days, the indemnitee may at any time thereafter
bring suit against the corporation to recover the unpaid amount of the claim.
If successful in whole or in part in any such suit, or in a suit brought by the
corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit brought by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation law. Neither the failure of the corporation
(including its
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Board of Directors, independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article V or otherwise shall be on the
corporation.
Section 4. Non-Exclusivity of Rights. The rights to indemnification
--------- -------------------------
and to the advancement of expenses conferred in this Article V shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, the corporation's Certificate of Incorporation, By-laws,
agreement, vote of stockholders or disinterested directors or otherwise.
Section 5. Insurance. The corporation may maintain insurance, at its
--------- ---------
expense, to protect itself and any director, officer, employee or agent of the
corporation or another, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
Section 6. Indemnification of Employees and Agents of the Corporation.
---------- -----------------------------------------------------------
The corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the corporation to the fullest extent of the provisions
of this Article with respect to the indemnification and advancement of expenses
of Directors and officers of the corporation.
ARTICLE VI
Certificates of Stock
Section 1. Form. Every holder of stock in the corporation shall be
--------- ----
entitled to have a certificate, signed by, or in the name of the corporation by
the chief executive officer, president or a vice-president and the secretary or
an assistant secretary of the corporation, certifying the number of shares owned
by such holder in the corporation. If such a certificate is countersigned (1)
by a transfer agent or an assistant transfer agent other than the corporation or
its employee or (2) by a registrar, other than the corporation or its employee,
the signature of any such chief executive officer and president, vice-president,
secretary, or assistant secretary may be facsimiles. In case any officer or
officers who have signed, or whose facsimile signature or signatures have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the corporation whether because of death, resignation or otherwise
before such certificate or certificates have been delivered by the corporation,
such certificate or certificates may nevertheless be issued and delivered as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures have been used thereon had not ceased to
be such officer or officers of the corporation. All certificates for shares
shall be consecutively numbered or otherwise identified. The name of the person
to whom the shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the books of
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the corporation. Shares of stock of the corporation shall only be transferred on
the books of the corporation by the holder of record thereof or by such holder's
attorney duly authorized in writing, upon surrender to the corporation of the
certificate or certificates for such shares endorsed by the appropriate person
or persons, with such evidence of the authenticity of such endorsement,
transfer, authorization, and other matters as the corporation may reasonably
require, and accompanied by all necessary stock transfer stamps. In that event,
it shall be the duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate or certificates, and record the
transaction on its books. The Board of Directors may appoint a bank or trust
company organized under the laws of the United States or any state thereof to
act as its transfer agent or registrar, or both, in connection with the transfer
of any class or series of securities of the corporation.
Section 2. Lost Certificates. The Board of Directors may direct a new
--------- -----------------
certificate or certificates to be issued in place of any certificate or
certificates previously issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his or her legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be made
against the corporation on account of the loss, theft or destruction of any such
certificate or the issuance of such new certificate.
Section 3. Fixing a Record Date for Stockholder Meetings. In order that
--------- ---------------------------------------------
the corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed by the Board
of Directors, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be the close of business on the
day next preceding the day on which notice is given, or if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
Section 4. Fixing a Record Date for Other Purposes. In order that the
--------- ---------------------------------------
corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than sixty days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
13
<PAGE>
Section 5. Registered Stockholders. Prior to the surrender to the
--------- -----------------------
corporation of the certificate or certificates for a share or shares of stock
with a request to record the transfer of such share or shares, the corporation
may treat the registered owner as the person entitled to receive dividends, to
vote, to receive notifications and otherwise to exercise all the rights and
powers of an owner.
ARTICLE VII
General Provisions
Section 1. Dividends. Dividends upon the capital stock of the
--------- ---------
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or any other purpose
and the directors may modify or abolish any such reserve in the manner in which
it was created.
Section 2. Checks, Drafts or Orders. All checks, drafts or other orders
--------- ------------------------
for the payment of money by or to the corporation and all notes and other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, agent or agents of the corporation, and in such
manner, as shall be determined by resolution of the Board of Directors or a duly
authorized committee thereof.
Section 3. Contracts. The Board of Directors may authorize any officer or
--------- ---------
officers, or any agent or agents, of the corporation to enter into any contract
or to execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.
Section 4. Loans. The corporation may lend money to, or guarantee any
--------- -----
obligation of, or otherwise assist any officer or other employee of the
corporation or of its subsidiary, including any officer or employee who is a
director of the corporation or its subsidiary, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to
benefit the corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.
Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed
--------- -----------
by resolution of the Board of Directors.
Section 6. Corporate Seal. The Board of Directors shall provide a
--------- --------------
corporate seal which shall be in the form of a circle and shall have inscribed
thereon the name of the corporation and
14
<PAGE>
the words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
Section 7. Voting Securities Owned By Corporation. Voting securities in
--------- --------------------------------------
any other corporation held by the corporation shall be voted by the chief
executive officer, unless the Board of Directors specifically confers authority
to vote with respect thereto, which authority may be general or confined to
specific instances, upon some other person or officer. Any person authorized to
vote securities shall have the power to appoint proxies, with general power of
substitution.
Section 8. Section Headings. Section headings in these By-laws are for
--------- ----------------
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein.
Section 9. Inconsistent Provisions. In the event that any provision of
--------- -----------------------
these By-laws is or becomes inconsistent with any provision of the Certificate
of Incorporation, the General Corporation Law of the State of Delaware or any
other applicable law, the provision of these By-laws shall not be given any
effect to the extent of such inconsistency but shall otherwise be given full
force and effect.
ARTICLE VIII
Amendments
These By-laws may be amended, altered or repealed and new By-laws adopted
at any meeting of the Board of Directors by a majority vote. The fact that the
power to adopt, amend, alter or repeal the By-laws has been conferred upon the
Board of Directors shall not divest the stockholders of the same powers.
15
<PAGE>
Exhibit 10.7
EMPLOYMENT AGREEMENT
--------------------
This Employment Agreement (this "Agreement") is made effective December
1, 1998 by Exide Corporation, a Delaware corporation ("Exide"), and Mr. Robert
A. Lutz, an individual ("Executive").
RECITALS
--------
WHEREAS, Exide's Board of Directors authorized an offer of employment to
Executive and Executive accepted Exide's written offer for employment dated
November 10, 1998.
WHEREAS, Exide and Executive desire to confirm their employment
understandings in this Agreement.
WHEREAS, Exide's Board of Directors has elected Executive as Chairman of
the Board of Exide Corporation.
NOW THEREFORE, the parties, intending to be legally bound, agree as
follows:
I. DEFINITIONS
-----------
For the purposes of this Agreement, the following terms have the meanings
specified below:
"Agreement"--this Employment Agreement, as amended from time to time.
- -----------
"Board of Directors"-- Exide's Board of Directors as such may exist during the
- --------------------
term of this Agreement and any Committee thereof to the extent the Board of
Directors delegates its rights hereunder to any such Committee.
"Confidential Information": (a) trade secrets concerning the business and
- --------------------------
affairs of Exide, product specifications, data, know-how, formulae,
compositions, processes, designs, sketches, photographs, graphs, drawings,
samples, inventions and ideas, past, current, and planned research and
development, current and planned manufacturing or distribution methods and
processes, financial information, customer lists, current and anticipated
customer requirements, price lists, market studies, business plans, computer
software and programs (including object code and source code), and any other
information, however documented, that is a trade secret within the meaning of
applicable state trade secret law; and (b) information concerning the business
and affairs of Exide (including any of its subsidiaries or affiliated
companies); and (c) notes, analysis, compilations, studies, summaries, and other
material prepared by or for Exide containing or based, in whole or in part, on
any information included in the foregoing.
"Effective Date"--the date stated in the first paragraph of the Agreement.
- ----------------
"Employment Period"--the term of Executive's employment under this Agreement.
- -------------------
<PAGE>
II. EMPLOYMENT TERMS AND DUTIES
---------------------------
A. EMPLOYMENT
----------
Exide hereby employs Executive as Chief Executive Officer and President,
and Executive hereby accepts such employment by Exide, upon the terms and
conditions set forth in this Agreement.
B. TERM
----
Subject to the provisions of Section IV, the term of Executive's employment
under this Agreement will be three years, beginning on the Effective Date
and ending on the third anniversary of the Effective Date. Executive and
the Board of Directors may extend the term with their mutual consent.
C. DUTIES
------
Executive will have such duties as are specified in Exide's Certificate of
Incorporation and By-Laws and as assigned or delegated to Executive by the
Board of Directors. Executive will be allowed to continue on any non-Exide
boards of directors that he was on at the Effective Date or as otherwise
approved by the Board of Directors.
III. COMPENSATION
------------
A. BASIC COMPENSATION
------------------
1. Salary: $900,000.00 per year
2. Bonus: up to 100% of base pay as determined by the Board of
Directors.
3. Stock options: one million eight hundred thousand with the
exercise price equal to the closing price of Exide common stock
on the New York Stock Exchange on November 10, 1998. The options
will vest and be exercisable at the rate of six hundred thousand
per year: November 10, 1999, November 10, 2000 and November 10,
2001. The stock options will be issued pursuant to a separate
agreement which will contain the same administrative rules as in
Exide's 1993 Long Term Incentive Plan.
B. BENEFITS Executive will, during the Employment Period, be permitted
--------
to participate in such pension, life insurance, hospitalization,
major medical, and other employee benefit plans of Exide that may be
in effect from time to time for salaried employees, to the extent
Executive is eligible under the terms of those plans.
2
<PAGE>
C. VACATIONS AND HOLIDAYS
----------------------
Executive will be entitled to paid vacation and holidays as set forth
in Exide's policies as modified from time to time.
D. OTHER
-----
1. Automobiles Executive will be eligible for company vehicles in
-----------
accordance with Exide's company vehicle policy.
2. Administrative Support Executive will be entitled to two
----------------------
secretaries and one driver/administrative assistant of his choice.
3. Office Accommodations of Executive's choice.
------
All compensation and benefits referenced above will be paid in accordance with
the Exide's applicable policies and plans.
IV. EVENTS OF TERMINATION
---------------------
All rights of Executive (including any right to compensation) under this
Agreement or otherwise as an employee of Exide will terminate:
A. upon the death or disability of Executive;
B. for cause, immediately upon notice from Exide to Executive, or at such
later time as such notice may specify; or
C. upon Executive's resignation.
For purposes of this Section, the phrase "for cause" means Executive's material
breach of any provision of this Agreement or Executive's material failure to
adhere to any written Exide policy.
V. CONFIDENTIALITY
---------------
During and following the Employment Period, Executive agrees to hold in
confidence the Confidential Information and will not disclose it to any person
except with the specific prior written consent of the Board of Directors or
except as otherwise expressly permitted by the terms of this Agreement.
VI. INDEMNIFICATION
---------------
Exide agrees to indemnify Executive for any acts or omission performed by
Executive in the course of his employment to the fullest extent allowed by law,
the Certificate of Incorporation, the Bylaws and applicable Board of Director
resolutions.
3
<PAGE>
VII. INJUNCTIVE RELIEF
-----------------
Executive acknowledges that the injury that would be suffered by Exide as a
result of a breach of the provisions of this Agreement would be irreparable and
that an award of monetary damages to Exide for such a breach would be an
inadequate remedy. Consequently, Exide will have the right, in addition to any
other rights it may have, to obtain injunctive relief to restrain any breach or
threatened breach or otherwise to specifically enforce any provision of this
Agreement, and Exide will not be obligated to post bond or other security in
seeking such relief.
VII. REPRESENTATIONS AND WARRANTIES
------------------------------
A. Executive represents and warrants to Exide that the execution and
delivery by Executive of this Agreement do not, and the performance by
Executive of Executive's obligations hereunder will not, with or
without the giving of notice or the passage of time, or both: (a)
violate any judgment, writ, injunction, or order of any court,
arbitrator, or governmental agency applicable to Executive; or (b)
conflict with, result in the breach of any provisions of or the
termination of, or constitute a default under, any agreement to which
Executive is a party or by which Executive is or may be bound.
B. By execution of this Agreement, Exide acknowledges that this Agreement
has been reviewed and adopted by a resolution approved by the Board of
Directors.
IX. OBLIGATIONS CONTINGENT ON PERFORMANCE
-------------------------------------
The obligations of Exide hereunder, including its obligation to pay the
compensation provided for herein, are contingent upon Executive's performance of
Executive's obligations hereunder.
X. RESTRICTIONS
------------
Executive agrees that Exide's business depends, to a considerable extent, on the
individual efforts of Executive. Accordingly, unless otherwise approved by the
Board of Directors, Executive covenants and agrees that he will not, for the
period of his employment hereunder and for one year from the date of expiration
of this Agreement engage directly or indirectly, either as principal, agent or
consultant or through any corporation, firm or organization in which he may be
an officer, director, employee, substantial shareholder, partner, member or be
otherwise affiliated, in activities competitive with the business being
conducted by Exide at the time of termination of his employment hereunder.
4
<PAGE>
XI. WAIVER
------
The rights and remedies of the parties to this Agreement are cumulative and not
alternative. Neither the failure nor any delay by either party in exercising any
right, power, or privilege under this Agreement will operate as a waiver of such
right, power, or privilege, and no single or partial exercise of any such right,
power, or privilege will preclude any other or further exercise of such right,
power, or privilege or the exercise of any other right, power, or privilege. To
the maximum extent permitted by applicable law, (a) no claim or right arising
out of this Agreement can be discharged by one party, in whole or in part, by a
waiver or renunciation of the claim or right unless in writing signed by the
other party; (b) no waiver that may be given by a party will be applicable
except in the specific instance for which it is given; and (c) no notice to or
demand on one party will be deemed to be a waiver of any obligation of such
party or of the right of the party giving such notice or demand to take further
action without notice or demand as provided in this Agreement.
XII. BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED
-----------------------------------------------
This Agreement shall inure to the benefit of, and shall be binding upon, the
parties hereto and their respective successors, assigns, heirs, and legal
representatives, including any entity with which Exide may merge or consolidate
or to which all or substantially all of its assets may be transferred. The
duties and covenants of Executive under this Agreement, being personal, may not
be delegated.
XIII. NOTICES
-------
All notices, consents, waivers, and other communications under this Agreement
must be in writing and will be deemed to have been duly given when (a) delivered
by hand (with written confirmation of receipt), (b) sent by facsimile (with
written confirmation of receipt), provided that a copy is mailed by registered
mail, return receipt requested, or (c) when received by the addressee, if sent
by an overnight delivery service (receipt requested), in each case to the
appropriate addresses and facsimile numbers set forth below (or to such other
addresses and facsimile numbers as a party may designate by notice to the other
parties):
If to Exide: Exide Corporation
645 Penn Street
Reading, PA 19601
Attention: Executive Vice President, Human Resources
If to Executive: Robert A. Lutz
3966 Pleasant Lake Rd.
Ann Arbor, MI 48103
5
<PAGE>
XIV. ENTIRE AGREEMENT; AMENDMENTS
----------------------------
This Agreement, contains the entire agreement between the parties with respect
to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, between the parties hereto with respect to the
subject matter hereof. This Agreement may not be amended orally, but only by an
agreement in writing signed by the parties hereto.
XV. GOVERNING LAW
-------------
This Agreement will be governed by the laws of the State of Michigan without
regard to conflicts of laws principles.
XVI. SECTION HEADINGS; CONSTRUCTION
------------------------------
The headings of Sections in this Agreement are provided for convenience only and
will not affect its construction or interpretation. All references to "Section"
or "Sections" refer to the corresponding Section or Sections of this Agreement
unless otherwise specified. All words used in this Agreement will be construed
to be of such gender or number as the circumstances require. Unless otherwise
expressly provided, the word "including" does not limit the preceding words or
terms.
XVII. SEVERABILITY
------------
If any provision of this Agreement is held invalid or unenforceable by any court
of competent jurisdiction, the other provisions of this Agreement will remain in
full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.
XVIII. COUNTERPARTS
------------
This Agreement may be executed in one or more counterparts, each of which will
be deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement.
XIX. WAIVER OF JURY TRIAL
--------------------
THE PARTIES HERETO HEREBY WAIVE A JURY TRIAL IN ANY LITIGATION WITH RESPECT TO
THIS AGREEMENT.
6
<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date above first written above.
EXIDE CORPORATION EXECUTIVE
____________________________________ ___________________
JACK J. SOSIAK ROBERT A. LUTZ
Executive Vice President
Human Resources
(Acting pursuant to the authorization
of the Board of Directors)
7
<PAGE>
<TABLE>
<CAPTION>
Exhibit 21.1
Jurisdiction
Subsidiary Name Ownership of Incorporation
<S> <C> <C>
Exide Canada, Inc. 100.00% Canada
8301 Keele Street
Maple, Ontario
Canada L6A1T2
General Battery Corporation 100.00% Delaware
645 Penn St.
Reading, PA 19601
Sociedad Espanola del Acumulador Tudor S.A. 95.77 Spain
Condessa de Venadito 1
28027 Madrid
Spain
Gaztambide, S.A. 100.0% Spain
Condesa de Venadito, 1
28027 Madrid, Spain
Terrenos y Construcciones, S.A. 100.0% Spain
Condesa de Venadito, 1
28027 Madrid, Spain
Sociedade Portuguesa do Acumulador Tudor, S.A. (SPAT) 84.0% Portugal
Rua Actor Tasso, 1
1050 Lisbon, Portugal
Exide Verwaltungsgesellschaft 100.0% Germany
Coesterweg, 45
D-59494 Soest, Germany
Hagen, AG 98.50% Germany
Coesterweg, 45
D-59494 Soest, Germany
Exide Automotive, GmbH 100.00% Germany
Miramstrasse 74
34123 Kassel, Germany
Exide Batteriewerke GmbH 100.00% Austria
Puntigamerstrasse 127
8055 Graz, Austria
Mercolec Tudor, BV 100.00% Netherlands
Amsteldjik 166
1079 LH Amsterdam, Netherlands
Tudor Hellenic S.A. 100.00% Greece
3 Plastria St.
GR 144-52 Metamorfosi, Greece
Tudor India 51.00% India
147 Jolly Maker Chambers 2 - 14th Fl.
Nariman Point - Bombay 400021, India
Exide Holding Europe SA 100.00% France
5 a 7 allee des pierres Mayettes
92636 Gennevilliers, France
Compagnie Europeene d'Accumulateurs 100.00% France
5 a 7 allee des pierres Mayettes
92636 Gennevilliers, France
TS Batteries 100.00% France
5 a 7 allee des pierres Mayettes
92636 Gennevilliers, France
Batterie Hagen SA 100.00% France
5 a 7 allee des pierres Mayettes
92636 Gennevilliers, France
Exide Automotive BV 100.00% Belgium
93 rue de Florival
1390 Archennes, Belgium
CMP Batterijen NV 100.00% Belgium
93 rue de Florival
1390 Archennes, Belgium
Hagen Batterijen BV 100.00% Netherlands
Zoonebaan 6
3606 CA Maarsen, Netherlands
CMP Batterijen BV 100.00% Netherlands
Postus 162 Produktiestraat 25
3130 AD Vlaardingen, Netherlands
ATSA Batterijen BV 100.00% Netherlands
Energieweg 105 Postbus 26
3640 AA Mijdrecht, Netherlands
Exide Automotive BV 100.00% Netherlands
Energieweg 105
3641 RT Mijdrecht, Netherlands
Industria Composizione Stampate (ICS) 100.00% Italy
Via bergamo, 1
Canonica d'Adda Bergamo 28040, Italy
Societa Industrial Accumulatori Srl (SINAC) 100.00% Italy
Via Dante Allghieri 100/106
Romano Di Lombardia, Italy
Compagnie Generale Accumulatori Spa 100.00% Italy
Via Benevento 40
80013 Casalnuove Di Napoli, Itlay
TS Batterie Srl 100.00% Italy
Via Monzese 76
Segrate, Itlay
Accumulatorenfabrik Sonnencsein GmbH 99.90% Germany
Thiergarten
63654 Budingen
Sonnenschein Lithium GmbH 49.95% Germany
Industriestrasse 22
63654 Budingen
CENTRA Spolka Akcyjna (CENTRA) 96.05% Poland
Gdynska 31/33
61-0166 Pozen, Poland
INCI CEAC Aku Sanayi; Anomi Sirketi 50.00% Turkey
Organize Sanayi Bolgesi
45030 Maines, Turkey
Fulmen Iberica 96.12% Spain
Poligono Industrial El Pla
C/Miguel Torello Pages, 11-13
06750 Molin de rel, Spain
Tudor AB 100.00% Sweden
8-44041
Exide Sonnak A/S 100.00% Norway
Molovelen 25
N-3191 Horten, Norway
Exide Oy 100.00% Finland
Sahkotie, 8
8F-01510 Vantaa, Finland
CMP Batteries Ltd 100.00% England
PO Box 1 Salford Road Over Hulton
Bolton BL5 1DD
TS Batteries Limited 100.00% England
PO Box 1 Salford Road Over Hulton
Bolton BL5 1DD
Euro Exide Corporation Limited 81.50% United Kingdom
PO Box 1 Salford Road Over Hulton
Bolton BL5 1DD
Exide Batteries Limited 81.50% United Kingdom
Caldicot Way, Cwmbran
Gwent, Wales
BIG Batteries Limited 81.50% United Kingdom
Caldicot Way, Cwmbran
Gwent Wales
BIG France SARL 81.50% France
6/10 rue Olaf Palme, Emerainville
Pariest, 77312
Marne la Vallee, France
Exide (Holdings) Limited 81.50% United Kingdom
Chequers Lane
Dagenham, Essex RM9 6PX
Exide (Dagenham) Limited 81.50% United Kingdom
Chequers Lane
Dagenham, Essex RM9 6PX
Exide Batterrier AB 81.50% Sweden
Box 458
651 10 Karistad, Stockholm, Sweden
DETA, USA Inc. 100.00% Delaware
802 West St. Suite 209
Wilmington, DE 19801
I.C.C.S. Batterie Vertrieb GmbH 100.00% Germany
Miramstrasse 74
34123 Kassell, Germany
Refined Metals 100.00% Delaware
257 W. Mallary St.
Memphis, TN 38109
DETA Akkumulatorenwerk GmbH 100.00% Germany
Postfach 11 64
D. 37421 Bad Lautergerg, Germany
Middland Batteries 100.00% United Kingdom
PO Box 1 Salford Road Over Hulton
Bolton, BL 1 DD
National Batteries LTD 75.0% United Kingdom
6/7 Parkway Estate
Longbridge Road
Trafford Paark
Manchester MI M17 1SN
FRIWO Siberkraft GmbH 100.00% Germany
Postfach 11 64
D. 37421 Bad Lauterberg, Germany
</TABLE>
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 10-K, into the Company's previously filed
Registration Statements File Nos. 333-39269, 333-29991, 333-11695, 333-00885,
333-00413, 33-64169, 33-62295 and 33-62467.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
June 29, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> MAR-31-1999
<CASH> 20,596
<SECURITIES> 0
<RECEIVABLES> 442,776
<ALLOWANCES> 54,111
<INVENTORY> 522,471
<CURRENT-ASSETS> 965,576
<PP&E> 809,461
<DEPRECIATION> 310,801
<TOTAL-ASSETS> 2,167,841
<CURRENT-LIABILITIES> 526,804
<BONDS> 1,154,486
0
0
<COMMON> 213
<OTHER-SE> 150,989
<TOTAL-LIABILITY-AND-EQUITY> 2,167,841
<SALES> 2,374,278
<TOTAL-REVENUES> 2,374,278
<CGS> 1,817,949
<TOTAL-COSTS> 1,817,949
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 23,243
<INTEREST-EXPENSE> 111,679
<INCOME-PRETAX> (108,600)
<INCOME-TAX> 23,001
<INCOME-CONTINUING> (129,620)
<DISCONTINUED> 0
<EXTRAORDINARY> 301
<CHANGES> 0
<NET-INCOME> (129,921)
<EPS-BASIC> (6.12)
<EPS-DILUTED> (6.12)
</TABLE>
