-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JTmKIyAvFfxsj8Wc/Od/ay1Z5TV0Yxgjfi1rnqJgRcLZZrukxdXsQ7jqRlWpa3Rv /fAejvGYTAp51dtXoUJQLA== 0000808064-04-000131.txt : 20041213 0000808064-04-000131.hdr.sgml : 20041213 20041210185350 ACCESSION NUMBER: 0000808064-04-000131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041210 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041213 DATE AS OF CHANGE: 20041210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: C&D TECHNOLOGIES INC CENTRAL INDEX KEY: 0000808064 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 133314599 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09389 FILM NUMBER: 041197518 BUSINESS ADDRESS: STREET 1: 1400 UNION MEETING ROAD STREET 2: PO BOX 3053 CITY: BLUE BELL STATE: PA ZIP: 19422 BUSINESS PHONE: 2156192700 MAIL ADDRESS: STREET 1: 1400 UNION MEETING ROAD STREET 2: PO BOX 3053 CITY: BLUE BELL STATE: PA ZIP: 19422 8-K 1 form8kheader3qfy05.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2004 ----------------- C&D Technologies, Inc. --------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-9389 13-3314599 - ---------------- -------------------------- ------------- (State or other (Commission file number) (IRS employer jurisdiction of identification incorporation) no.) 1400 Union Meeting Road, Blue Bell, Pennsylvania 19422 - --------------------------------------- -------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (215) 619-2700 -------------- N/A ---------------------------------------- (Former name or former address, if changed since last report) Item 2.02 Results of Operations and Financial Condition. On December 10, 2004, the Company issued a press release regarding the Company's financial results for its second quarter ended October 31, 2004. The press release is attached as Exhibit 99.1 to this Form 8-K Current Report. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. The following exhibit is filed herewith: Exhibit No. Description 99.1 Press release issued by C&D Technologies, Inc. (the "Company") dated December 10, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. C&D TECHNOLOGIES, INC. Date: December 10, 2004 By: /s/ Stephen E. Markert, Jr. --------------------------------- Stephen E. Markert, Jr., Vice President - Finance and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99.1 Press release dated December 10, 2004 issued by the Company. EX-99 2 december102004form8k.txt 1400 Union Meeting Road Blue Bell, PA 19422 Phone: 215-619-2700 Shareholder Contacts: Stephen E. Markert, Jr. of C&D: 215-619-7835 Joseph Crivelli of Gregory FCA, for C&D: 610-642-8253 FOR IMMEDIATE RELEASE C&D TECHNOLOGIES REPORTS FINANCIAL RESULTS FOR THIRD QUARTER FISCAL 2005 BLUE BELL, Pa., December 10, 2004 - C&D Technologies, Inc. (NYSE: CHP), a leading North American producer and marketer of electrical power storage and conversion products used in telecommunications and industrial applications, today announced financial results for its third quarter ended October 31, 2004. The company's net loss for the quarter was $7.4 million, or 29 cents per share, compared to a profit of $4.2 million, or 16 cents per diluted share in the prior year's third quarter. On an operating basis, C&D earned 5 cents per diluted share during the third quarter. Operating results for the third quarter of 2004 exclude one-time asset impairment charges of approximately $13.5 million or 32 cents per share, associated with property, plant and equipment at the company's Leola, Pennsylvania and Huguenot, New York manufacturing facilities, as well as a one-time, non-cash charge of approximately $440,000 or 2 cents per share to write off purchased in-process R&D associated with the June 30, 2004 acquisition of Datel, Inc. Net sales for the quarter were $112.7 million, a 33.0% increase from the prior year's third quarter sales of $84.9 million. The acquisitions of Celab Limited, Datel and the Power Systems division of Celestica, Inc. (which the Company operates as "CPS"), completed earlier this year, added $24.3 million of sales to the third quarter and $31.7 million to the year-to-date sales results. For the nine months ended October 31, 2004, the net loss was $2.1 million, or 8 cents per diluted share, compared to net income of $10.6 million, or 41 cents per diluted share, in the prior year's comparable period. On an operating basis, C&D earned 26 cents per share for the nine-month period. Net sales for the nine-month period were $292.2 million, a 19.9% increase from the prior year's comparable period sales of $243.6 million. Wade H. Roberts, Jr., president and chief executive officer of the company, said, "Third quarter results were disappointing, as anticipated by our November 16, 2004 press release. Several factors adversely affected our performance, including the price of lead, costs associated with moving certain production lines to Reynosa, Mexico, weaker-than-expected results at CPS, expenses associated with implementation of Sarbanes-Oxley Act Section 404 internal controls. However, we remain convinced our initiatives to grow and re-position the company will pay off by significantly improving our standing in the power storage and conversion industries while yielding improved bottom line results." C&D Technologies' third quarter operating results by reporting segment were as follows: Standby Power - Sales increased 3.6% in the quarter, to $62.2 million from $60.1 million in the prior year's third quarter, driven by increased sales from the UPS market, as well as a modest increase in sales to telecommunications customers. The division's operating loss was $5.3 million, compared to a profit of $7.8 million in the year-ago quarter. The Standby Power Division continued to experience high raw material costs (principally lead) and plant transition expenses. These two factors negatively affected operating income by approximately $6.2 million during the third quarter. In addition, one-time impairment charges associated with the Leola, Pennsylvania facility totaled $8.9 during the third quarter. Power Electronics - Sales increased 276% during the quarter to $35.6 million, from $9.5 million in the prior year's third quarter. The revenue increase reflected $24.3 million from acquisitions closed during the year, as well as improved demand for DC-DC products. Operating income in the third quarter was $1.2 million, compared to $401,000 in the third quarter of fiscal 2004. Motive Power - Sales decreased 2.7% in the third quarter to $14.9 million, from $15.3 million in the prior year's third quarter. The division's operating loss was $5.3 million, compared to an operating loss of $1.0 million in the prior year's quarter. Motive Power's operating loss was also negatively affected by the previously mentioned increased raw material costs and plant transition expenses, which increased the division's current quarter operating loss by approximately $1.3 million. In addition, one-time charges associated with the Huguenot, New York facility negatively affected operating results by $4.6 million during the quarter. In commenting on the outlook for the fourth quarter, Mr. Roberts stated, "We continue to target earnings per share in the range of 8 to 12 cents for the fourth quarter, assuming the price of lead does not worsen." C&D Technologies will hold a conference call on Monday, December 13, 2004 at 9:00 AM Eastern Standard Time to discuss these results in detail. To participate, please call 706-679-4521 approximately five minutes before the conference call start time. A replay of the conference call will be available at approximately 12:00 PM and will remain available until midnight on December 20, 2004. Please call 800-642-1687 (706-645-9291 for international callers) and enter PIN number 2808711 to access the replay. A simultaneous webcast of the conference call may be accessed at the investor relations section of our website at http://www.cdtechno.com. To listen to the live call, please go to the web site at least 15 minutes early to register, download and install any necessary audio software. An archive of the conference call will be available approximately two hours after the conference call ends and will remain available on the company's website until December 27, 2004. This press release may contain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) which are based on management's current expectations and are subject to uncertainties and changes in circumstances. Words and expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Factors that appear with the forward- looking statements, or in the company's Securities and Exchange Commission filings (including without limitation the company's annual report on Form 10-K for the fiscal year ended January 31, 2004, or the quarterly reports filed on Form 10-Q thereafter), could cause the company's actual results to differ materially from those expressed in any forward-looking statements made herein. Section 404 of the Sarbanes-Oxley Act of 2002 requires management to perform an evaluation of its internal control over financial reporting and have our independent auditors attest to such evaluation. Along with other companies whose fiscal year ends January 31, we must implement these requirements for the first time in connection with the preparation of the annual report for the year ending January 31, 2005. We have been actively preparing for the implementation of this requirement by, among other things, establishing an ongoing program to document, evaluate and test the systems and processes necessary for compliance. While we anticipate that we will be able to comply on a timely basis with these requirements, unforeseen delays may occur which could prevent us from achieving timely compliance. If we fail to complete our evaluation on a timely basis and in a satisfactory manner, or if our external auditors are unable to attest on a timely basis to the adequacy of the Company's internal control, we may be subject to additional scrutiny surrounding our internal control over financial reporting. # # # # # SOURCE: C&D Technologies, Inc. C&D TECHNOLOGIES, INC. AND SUBSIDIARIES SELECTED FINANCIAL INFORMATION (In thousands, except for per share data) (Unaudited) Three months ended Nine months ended October 31, October 31, Summary of earnings 2004 2003 2004 2003 ------------------- ---- ---- ---- ---- Net sales $112,732 $84,870 $292,164 $243,602 Gross profit 8,908 19,656 44,970 55,726 Selling, general and administrative expenses 12,844 10,097 32,545 29,791 Research and development expenses 5,463 2,358 11,319 7,104 Operating (loss) income (9,399) 7,201 1,106 18,831 (Loss) income before income taxes and minority interest (11,495) 6,582 (3,143) 16,882 Net (loss) income before minority interest (7,369) 4,147 (2,256) 10,636 Net (loss) income (7,353) 4,203 (2,143) 10,605 Basic (loss) earnings per share (0.29) 0.16 (0.08) 0.41 Diluted (loss) earnings per share (0.29) 0.16 (0.08) 0.41 Weighted average shares outstanding: Basic 25,348 25,496 25,351 25,566 Diluted 25,348* 25,757 25,351* 25,724 * Due to a loss during the period, zero incremental shares are included because the effect would be anti-dilutive. Other financial data Operating cash flow $16,131 $15,566 $29,840 $32,820 Depreciation and amortization 6,521 5,593 17,730 17,033
* Reclassified for comparative purposes C&D TECHNOLOGIES, INC. AND SUBSIDIARIES SELECTED FINANCIAL INFORMATION (CONT.) (Dollars in thousands) (Unaudited) Selected Balance October 31, January 31, ---------------- Sheet data 2004 2004 ---------- ---- ---- Total cash $ 24,567 $ 12,306 Total assets 557,939 385,950 Total debt 133,183 19,620 Total equity 265,926 269,533 -----END PRIVACY-ENHANCED MESSAGE-----