8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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, 2010

C&D Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-9389	13-3314599
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification 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, 2010, the Company issued a press release regarding the Company’s financial results for its first quarter ended April 30, 2010. The press release is attached as Exhibit 99.1 to this Form 8-K Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated June 7, 2010 (filed herewith)

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.
Dated: June 7, 2010	By:	/S/    IAN J. HARVIE
		Ian J. Harvie
		Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated June 7, 2010, issued by the Company.

EX-99.1

Exhibit 99.1

C&D Technologies Reports First Quarter Results

• Margins up sequentially and year-over-year

• Operating loss significantly reduced

• Over $1.5 million of Adjusted EBITDA generated

• Revenues and margins show significant monthly improvements

• China refinancing completed to support growth in Asian sales

BLUE BELL, Pa., June 7, 2010 /PRNewswire-FirstCall/ — C&D Technologies, Inc. (NYSE: CHP - News), a leading North American producer and marketer of electrical power storage and conversion systems used in telecommunications, uninterrupted power supply systems, utility and other high reliability applications, today announced financial results for the fiscal 2011 first quarter ended April 30, 2010.

For the quarter, the Company reported a net loss of ($5.6) million or ($0.21) per diluted share, an improvement both sequentially from the fourth quarter 2010 net loss of ($6.7) million, or ($0.26) per diluted share, as well as from the first quarter fiscal 2010 net loss of ($9.8) million, or ($0.37) per diluted share. For the quarter, the Company reported a loss from operations of ($1.0) million, a significant improvement compared to operating losses of ($5.8) million in the first quarter of fiscal 2010 and ($2.8) million in the fourth quarter of fiscal 2010. Adjusted EBITDA for the first quarter of fiscal 2011 was $1.5 million.

First quarter revenues were $84.7 million up 15% compared to $73.7 million in the first quarter of fiscal 2010. Revenues in the quarter reflect a significant increase in the average quarterly cost of lead compared to the average cost of lead in the year ago quarter, as well as increased pricing discipline and lead lag recovery. The influence of commodity costs on revenues was partially offset by a decrease in North American volumes, particularly driven by weakness in the Company’s key uninterruptible power supply (UPS) market. Revenues in the first quarter were sequentially down from $88.4 million in the fourth quarter of 2010, consistent with Company guidance. Within the quarter, revenues were heavily influenced by weak sales in February, with significant improvement through the remaining months of the quarter.

Commenting on the quarter, Dr. Jeffrey A. Graves, President and CEO said, “After a slow February sales month following our price increases in the fourth quarter, our business has rebounded steadily, with bookings, revenues and margins up sequentially in each month of the first fiscal quarter. The operating environment has no doubt improved in the first quarter, with certain of our end markets firming and commodity prices stabilizing throughout the period. As a result, through the pricing and cost reduction actions taken late last year, in the first quarter we were able to reduce our operating loss to $1.0 million, while generating $1.5 million of positive adjusted EBITDA in the quarter. Our gross margins rebounded from 7 percent a year ago to 12 percent in the quarter just completed, and up from 10 percent sequentially. Importantly, we exited the quarter with revenues once again exceeding $30 million per month, with gross margins expanding

to approximately 16 percent for April, and with a much improved backlog over the prior quarter. This consistent monthly improvement throughout the quarter reflected the flow-through of business booked at new pricing levels, which had been adjusted to reflect the higher commodity pricing environment of late 2009. Results benefitted from continued strength in our Asian operations, growth in the Energy and Infrastructure markets and stability in telecom demand in North America. The slowdown in data center construction, a continuing reflection of last year’s weak economic environment and tight credit markets, resulted in continued weakness in the uninterruptable power supply (UPS) markets in the Americas and in Europe, one of C&D’s largest segments. However, encouraging to us was a noticeable strengthening in UPS quoting activities throughout the quarter, which we believe reflects a gradual move toward recovery in this key market segment for C&D. In short, we were pleased by the momentum built through the first quarter in sales, and with our continued productivity improvements, that should enable us to accelerate both top and bottom line growth this year. Looking forward to Q2 and beyond, we believe the decrease in commodity prices late in the first quarter, combined with continued growth in demand in Asia and end-market stability in the developed economies, bodes well for continued improvement in the fundamental drivers of our business performance.”

Gross profit in the first fiscal quarter was up 87% from a year ago to $10 million. Gross margins in the first quarter of 2011 were 12%, up sequentially from 10% in the fourth quarter of 2010 and up significantly from 7% in the comparable year ago period. Gross margins in the quarter reflected relative intra-quarter stability in the cost of lead, pricing actions implemented late

last year and into the first quarter, partially offset by decreased volumes in the America’s, a historically weaker product mix in the UPS segment and the increasing participation of our Asian business in overall sales. Sales in Asia are associated with a lower gross margin, but deliver comparable operating margins to the developed regions of the world as both SG&A and R&D expenses are significantly lower.

Selling, general and administrative expenses of $9.2 million in first fiscal quarter of 2011 were marginally lower than the comparable year ago quarter. On a sequential basis, selling, general and administrative costs were down $1.0 million from the previous quarter.

Dr. Graves continued, “We are entering the second fiscal quarter with improved margins reflected in our backlog. Moreover, in Asia, where the markets for our products are growing at double-digit rates driven by wireless telecommunications, data center construction and energy infrastructure expansion, we are continuing to invest aggressively in new products and new manufacturing capacity. In the first quarter, our new two-volt battery products that we announced late last year began entering full production in our new state-of-the-art China plant. This new product family will significantly increase our growth opportunities in the world’s largest and fastest growing market for telecom networks, particularly in China and India where demand for these two-volt products alone should exceed $1 billion within the next few years. In addition, just last week, we announced the launch of our newest C&D TRUE FRONT ACCESS™ 12-volt telecom products to be manufactured in Asia, which are also essential products for wireless networks throughout the region. Having both the 2-volt and the

12-volt product lines available to the global telecom network infrastructure OEM’s, manufactured in Asia to achieve the targeted price and delivery support requirements, is a strong competitive advantage to C&D as we target higher growth rates in the Asian marketplace. With over two-thirds of our new Chinese factory yet to fill, we are extremely excited about the short-term growth opportunities for our Asian business.”

Dr. Graves concluded, “To support our Asian growth initiatives, in May, we successfully completed a major refinancing of our Chinese credit arrangements, including converting the term of existing outstanding loans in China to a single five year amortizing loan, as well as obtaining additional commitments that provided further credit availability of up to $7.5M to support our growth in Asia. This new Chinese credit facility, combined with our new $20 million term loan in North America discussed in our last earnings call, provides us with the flexibility and liquidity to support our cost reduction and growth initiatives in all of our geographies around the world. The first quarter has set the stage for a projected meaningful improvement in our financial performance by providing the momentum, margins and operational efficiencies on which we may now capitalize as we move through the rest of the year.”

Non-GAAP Financial Measures

The Company uses Adjusted EBITDA as a key measure of its operational financial performance. This measure is a key indicator of the Company’s operational performance and excludes the impact of charges related to closed facilities. Adjusted EBITDA herein is defined as earnings before interest, taxes, depreciation, amortization and charges related to closed facilities. Please refer to the reconciliations of net loss to Adjusted EBITDA below.

Conference call:

C&D management will host a conference call to discuss these financial results on Tuesday, June 8, 2010 at 10:00 a.m. Eastern Daylight Time. Those parties interested in participating in the conference call via telephone should dial 706-679-4521 and enter conference ID number 78512801. A telephone replay of the conference call will begin immediately following the call and will be available through June 22, 2010 at midnight Eastern Daylight Time. To access the rebroadcast, please dial 800-642-1687 (706-645-9291 for international callers) and enter code 78512801. A webcast of the conference call will also be available at http://www.cdtechno.com.

About C&D Technologies:

C&D Technologies, Inc. provides solutions and services for the switchgear and control (utility), telecommunications, and uninterruptible power supply (UPS), as well as emerging markets such as solar power. C&D Technologies engineers, manufactures, sells and services fully integrated reserve power systems for regulating and monitoring power flow and providing backup power in the event of primary power loss until the primary source can be restored. C&D Technologies’ unique ability to offer complete systems, designed and produced to high technical standards, sets it apart from its competition. C&D Technologies is headquartered in Blue Bell, PA. For more information about C&D Technologies, visit http://www.cdtechno.com.

Forward-looking Statements:

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements we make. We may, from time to time, make written or verbal forward-looking statements. Generally, the inclusion of the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “guidance,” “forecast,” “plan,” “outlook”, “may” and similar expressions in filings with the Securities and Exchange Commission (“SEC”), in this notification, identify statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and are intended to come within the safe harbor protection provided by those sections, including, but not limited to, statements regarding the ability to obtain additional funding in the future; our ability to implement and fund business strategies based on current liquidity; our substantial debt and debt service requirements; litigation proceedings to which we are subject; our exposure to fluctuations in interest rates on our variable debt; the realization of the tax benefits of our net operating loss carry forwards; the fact that lead experiences significant fluctuations in market price; our ability to successfully pass along increased material costs to our customers; failure of our customers to renew supply agreements; competitiveness of the battery markets; political, economic and social changes, or acts of terrorism or war; successful collective bargaining with our unionized workforce; risks involved in our foreign operations; continued growth in our foreign markets; our ability to maintain and generate liquidity to meet our operating needs; our ability to achieve and maintain profitability; the possibility of additional impairment charges; our ability to acquire goods and services and/or fulfill labor needs at budgeted costs; economic conditions or market changes in certain market sectors in which we conduct business; uncertainty in financial markets; our ability to stay listed on a national securities exchange; our success or timing of new product development; impact of any changes in our management; changes in our product mix; success of productivity initiatives; costs of our compliance with environmental laws and regulations and resulting liabilities; and our ability to protect our proprietary intellectual property and technology. The forward-looking statements are based upon management’s current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. We caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)

(UNAUDITED)

	Three months ended April 30,
	2010			2009
NET SALES	$	84,703		$	73,665
COST OF SALES		74,725			68,320
GROSS PROFIT		9,978			5,345
OPERATING EXPENSES:
Selling, general and administrative expenses		9,222			9,242
Research and development expenses		1,788			1,878
OPERATING LOSS		(1,032	)		(5,775	)
Interest expense, net		3,348			2,924
Other expense, net		736			174
LOSS BEFORE INCOME TAXES		(5,116	)		(8,873	)
Income tax provision		394			1,096
NET LOSS		(5,510	)		(9,969	)
Net income (loss) attributable to non-controlling interests		94			(211	)
NET LOSS ATTRIBUTABLE TO C&D TECHNOLOGIES, INC.	$	(5,604	)	$	(9,758	)
Loss per share:
Basic and Diluted:
Net loss	$	(0.21	)	$	(0.37	)

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except par value)

(UNAUDITED)

	April 30, 2010			January 31, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	2,929		$	2,700
Restricted cash		9			57
Accounts receivable, less allowance for doubtful accounts of $710 and $1,114		58,991			55,183
Inventories		74,017			76,041
Prepaid taxes		483			425
Deferred taxes		52			50
Other current assets		1,591			1,092
Assets held for sale		500			500
Total current assets		138,572			136,048
Property, plant and equipment, net		91,355			90,001
Deferred income taxes		26			26
Intangible and other assets, net		13,119			13,420
Goodwill		59,964			59,964
TOTAL ASSETS	$	303,036		$	299,459
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	656		$	8,777
Accounts payable		41,922			46,380
Accrued liabilities		13,193			12,309
Deferred income taxes		750			750
Other current liabilities		4,519			4,565
Total current liabilities		61,040			72,781
Deferred income taxes		12,913			12,529
Long-term debt		150,445			131,091
Other liabilities		40,678			40,588
Total liabilities		265,076			256,989
Equity:
Common stock, $.01 par value, 75,000,000 shares authorized; 29,288,186 and 29,228,213 shares issued and 26,362,748 and 26,302,775 outstanding at April 30, 2010 and January 31, 2010, respectively		293			292
Additional paid-in capital		97,263			97,033
Treasury stock, at cost, 2,925,438 shares at April 30, 2010 and January 31, 2010		(40,091	)		(40,091	)
Accumulated other comprehensive loss		(42,888	)		(43,656	)
Retained earnings		12,062			17,666
Total stockholders’ equity attributable to C&D Technologies, Inc.		26,639			31,244
Non-controlling interest		11,321			11,226
Total equity		37,960			42,470
TOTAL LIABILITIES AND EQUITY	$	303,036		$	299,459

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(UNAUDITED)

	Three months ended April 30,
	2010			2009
Cash flows from operating activities:
Net loss	$	(5,510	)	$	(9,969	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation		230			323
Depreciation and amortization		2,614			3,305
Amortization of debt acquisition and discount costs		1,274			1,222
Deferred income taxes		384			893
Loss on disposal of assets		—			6
Changes in assets and liabilities:
Accounts receivable, net		(3,798	)		2,421
Inventories		1,871			1,701
Other current assets		(563	)		(763	)
Accounts payable		(1,199	)		(18	)
Accrued liabilities		776			54
Book overdraft		(3,015	)		6
Income taxes payable		39			93
Other current liabilities		557			(919	)
Other liabilities		638			1,072
Other long-term assets		(38	)		(46	)
Other, net		(189	)		1,662
Net cash (used in) provided by continuing operating activities		(5,929	)		1,043
Net cash used in discontinued operating activities		(7	)		(1,208	)
Net cash used in operating activities		(5,936	)		(165	)
Cash flows from investing activities:
Acquisition of property, plant and equipment		(3,871	)		(4,782	)
Decrease in restricted cash		47			772
Net cash used in investing activities		(3,824	)		(4,010	)
Cash flows from financing activities:
Borrowings on line of credit facility		29,288			22,632
Repayments on line of credit facility		(37,551	)		(19,306	)
Repayment of debt		(66	)		(7	)
Proceeds from new borrowings		20,083			—
Financing cost of long term debt		(1,771	)		—
Net cash provided by financing activities		9,983			3,319
Effect of exchange rate changes on cash and cash equivalents		6			39
Increase (decrease) in cash and cash equivalents		229			(817	)
Cash and cash equivalents, beginning of period		2,700			3,121
Cash and cash equivalents, end of period	$	2,929		$	2,304

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

ADJUSTED EBITDA RECONCILIATION

(Dollars in thousands)

(UNAUDITED)

	Three months ended April 30,
	2010			2009
Net loss	$	(5,604	)	$	(9,758	)
Interest expense, net		3,348			2,924
Income tax provision		394			1,096
Depreciation and amortization		2,614			3,305
Charges related to closed facilities		732			228
Adjusted EBITDA	$	1,484		$	(2,205	)