-----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, GsA6PPK0nnf0H5XMyAz05E8vqYBSMKpQXSrH0VT9NoGDaYhh2UlJ1T7Csa67spZX Z4wG/lAagWLeOTEI9b7r6Q== 0000808064-05-000050.txt : 20050611 0000808064-05-000050.hdr.sgml : 20050611 20050607204624 ACCESSION NUMBER: 0000808064-05-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050607 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050608 DATE AS OF CHANGE: 20050607 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: 05883922 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 form8kheader06072005.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): June 7, 2005 ----------------- 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. On June 7, 2005, the Company issued a press release regarding the Company's financial results for its first quarter ended April 30, 2005. 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 June 7, 2005. 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: June 7, 2005 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 June 7, 2005, issued by the Company. EX-99 2 exhibit99_1.txt Exhibit 99.1 1400 Union Meeting Road Blue Bell, PA 19422 Phone: 215-619-2700 Stockholder 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 First Quarter Fiscal 2006 BLUE BELL, PA, June 7, 2005 -- 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 the first quarter ended April 30, 2005. For the quarter, the company lost $1.7 million, or seven cents per share, including one time costs for executive severance and associated chief executive officer search fees which negatively impacted first quarter operating results by $2.4 million on a pre-tax basis, or six cents per share. The one cent loss from operations fell within the guidance provided by the company in March of this year. The loss for the quarter compares to net income of $2.0 million, or eight cents per share, in the prior year's first quarter. Net sales for the quarter were $122.8 million, a 43% increase from the prior year's first quarter sales of $85.8 million, primarily attributable to companies acquired during fiscal 2005. George MacKenzie, interim president and chief executive officer of the company, said, "The entire C&D team continues to be intensely focused on addressing and correcting the operational issues that contributed to our recent sub-par financial performance. To that end, we are both ensuring we have necessary staffing in place at key locations and evaluating the effectiveness of certain internal processes. Additionally, we are dealing with increased lead costs through both selective price increases and prudent hedging of a portion of our future lead requirements." C&D Technologies' fiscal 2006 first quarter operating results from its reporting segments were as follows: Standby Power - Sales were $60.5 million in the first quarter, down slightly from $60.9 million in the prior year's first quarter. The government, cable TV and mobility markets were strong during the first quarter, while the UPS, telecom and control markets were modestly weaker than the prior year. Operating income for the segment decreased to $2.2 million from $5.4 million in the first quarter of fiscal 2005, reflecting higher raw material costs (principally lead) of $2.3 million and increased G&A expense relating to the segment's share of executive severance costs of $898,000 mentioned above. Power Electronics - Sales increased 333% to $48.4 million from $11.2 million in the prior year's first quarter. Companies acquired during fiscal 2005 (Celab, Datel and CPS) contributed revenues of $37.5 million during the quarter. For the legacy Power Electronics business, sales declined 2.9%, to $10.9 million, from $11.2 million in the first quarter of fiscal 2005. The operating loss for this segment during the first quarter of $918,000 included $709,000 of its portion of executive severance costs mentioned above. This compares to an operating profit of $291,000 in the first quarter of fiscal 2005. Motive Power - Sales increased slightly in the first quarter to $13.9 million from $13.7 million in the prior year's first quarter. Nonetheless, the division's operating loss increased to $2.4 million, from $1.8 million in last year's first quarter, primarily reflecting higher raw material costs of $506,000 and its allocated share of $471,000 for the executive severance costs. In commenting on the outlook for the second quarter, Mr. MacKenzie indicated, "our backlog improved in all three of our business segments. Most notably, the Standby Power Division experienced increased orders from customers in UPS, cable television as well as telecommunications markets. Company-wide, we are working to improve overall customer satisfaction and continuing to emphasize better execution in order to address those issues that hindered our recent financial performance. As a result, the second quarter is anticipated to reflect a slight improvement in sales, along with better bottom line results, and we believe that second quarter earnings will be in the range of one to three cents per share, assuming lead pricing remains stable during the quarter." C&D Technologies will hold a conference call on Wednesday, June 8, 2005 at 8:30 AM Eastern Daylight Time to discuss these results. 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 2:00 PM and will remain available until midnight on Wednesday, June 22, 2005. Please call 800-642-1687 (706-645-9291 for international callers) and enter pin number 6894212 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 Wednesday, June 22, 2005. C&D TECHNOLOGIES, INC. AND SUBSIDIARIES SELECTED FINANCIAL INFORMATION (In thousands, except for per share data) (Unaudited) Three months ended April 30, Summary of operations 2005 2004 ---- ---- Net sales $122,821 $85,805 Gross profit 21,751 16,541 Selling, general and administrative expenses 16,679 10,034 Research and development expenses 6,213 2,669 Operating (loss) income (1,141) 3,838 (Loss) income before income taxes and minority interest (3,459) 2,991 (Loss) income before minority interest (1,808) 1,884 Net (loss) income (1,709) 2,004 Basic (loss) earnings per share (0.07) 0.08 Diluted (loss) earnings per share (0.07) 0.08 Weighted average shares outstanding: Basic 25,346 25,399 Diluted 25,346 25,585 Other financial data Operating cash flow 2,673 2,628 Depreciation and amortization 6,098 5,517 C&D TECHNOLOGIES, INC. AND SUBSIDIARIES SELECTED FINANCIAL INFORMATION (CONT.) (Dollars in thousands) (Unaudited) Selected Balance April 30, January 31, Sheet data 2005 2005 ---- ---- Total cash $ 21,720 $ 26,855 Total assets 479,907 481,408 Total debt 134,839 136,878 Total equity 207,474 209,328 -----END PRIVACY-ENHANCED MESSAGE-----