UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2003
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 No. 1-9389
C&D TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3314599
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 Union Meeting Road
Blue Bell, Pennsylvania 19422
(Address of principal executive office)
(Zip Code)
(215) 619-2700
(Registrant's telephone number, including area code)
_________________N/A_________________
(Former name, former address and former fiscal year, if changed since last
report)
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 whether the Registrant is an accelerated filer (as
defined in rule 12b-2 of the Securties Exchange Act of 1934). YES X NO ___
Number of shares of the Registrant's Common Stock outstanding on May 30,
2003: 25,579,029
C&D TECHNOLOGIES, INC.
AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION Page No.
Item 1 - Financial Statements
Consolidated Balance Sheets -
April 30, 2003 and January 31, 2003.................. 3
Consolidated Statements of Income - Three
Months Ended April 30, 2003 and 2002................. 5
Consolidated Statements of Cash Flows -
Three Months Ended April 30, 2003 and 2002........... 6
Consolidated Statements of Comprehensive Income -
Three Months Ended April 30, 2003 and 2002........... 7
Notes to Consolidated Financial Statements............ 8
Report of Independent Accountants..................... 16
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations... 17
Item 3 - Quantitative and Qualitative Disclosures
About Market Risk............................... 23
Item 4 - Controls and Procedures.......................... 23
PART II. OTHER INFORMATION................................... 24
SIGNATURES................................................... 25
CERTIFICATIONS............................................... 26
2
PART I. FINANCIAL INFORMATION
Item 1 - Financial Statements
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
(UNAUDITED)
April 30, January 31,
2003 2003
---- ----
ASSETS
Current assets:
Cash and cash equivalents................... $ 8,101 $ 12,966
Accounts receivable, less allowance for
doubtful accounts of $1,937 and $1,903,
respectively........................... 49,435 44,890
Inventories................................. 48,978 47,905
Deferred income taxes....................... 8,310 8,234
Other current assets........................ 1,235 2,304
------- -------
Total current assets............. 116,059 116,299
Property, plant and equipment, net................ 107,441 112,158
Intangible and other assets, net.................. 37,779 38,724
Goodwill.......................................... 113,612 114,975
------- -------
Total assets..................... $374,891 $382,156
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt............................. $ 30,600 $ 14,062
Accounts payable............................ 22,477 21,841
Accrued liabilities......................... 18,612 18,961
Income taxes................................ 2,364 -
Other current liabilities................... 7,536 7,659
------- -------
Total current liabilities........ 81,589 62,523
Deferred income taxes ............................ 10,597 10,579
Long-term debt.................................... - 25,857
Other liabilities................................. 15,799 16,613
------- -------
Total liabilities................ 107,985 115,572
The accompanying notes are an integral part of these statements.
3
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
April 30, January 31,
2003 2003
---- ----
Commitments and contingencies
Minority interest................................. 8,446 8,310
Stockholders' equity:
Common stock, $.01 par value, 75,000,000
shares authorized; 28,520,371 and
28,509,803 shares issued, respectively.. 285 285
Additional paid-in capital.................. 69,282 69,152
Treasury stock, at cost, 2,923,797 and
2,810,280 shares, respectively.......... (39,919) (38,409)
Accumulated other comprehensive (loss)
income.................................. (22) 881
Retained earnings........................... 228,834 226,365
------- -------
Total stockholders' equity....... 258,460 258,274
------- -------
Total liabilities and
stockholders' equity........... $374,891 $382,156
======= =======
The accompanying notes are an integral part of these statements.
4
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(UNAUDITED)
Three months ended
April 30,
2003 2002
---- ----
Net sales............................ $ 77,368 $ 84,062
Cost of sales........................ 60,376 65,416
------- -------
Gross profit..................... 16,992 18,646
Selling, general and
administrative expenses.......... 9,170 8,809
Research and development
expenses......................... 2,411 2,362
------- -------
Operating income................. 5,411 7,475
Interest expense, net................ 446 1,184
Other expense (income), net.......... 270 (6)
------- -------
Income before income taxes and
minority interest............. 4,695 6,297
Provision for income taxes........... 1,737 2,330
------- -------
Net income before minority
interest...................... 2,958 3,967
Minority interest.................... 136 (157)
------- -------
Net income....................... $ 2,822 $ 4,124
======= =======
Net income per share - basic......... $ .11 $ .16
======= =======
Net income per share - diluted....... $ .11 $ .16
======= =======
Dividends per share.................. $ .01375 $ .01375
======= =======
The accompanying notes are an integral part of these statements.
5
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(UNAUDITED)
Three months ended
April 30,
2003 2002*
---- ----
Cash flows provided (used) by operating activities:
Net income........................................... $ 2,822 $ 4,124
Adjustments to reconcile net income to net
cash provided by operating activities:
Minority interest.............................. 136 (250)
Depreciation and amortization.................. 5,812 6,252
Deferred income taxes.......................... (58) 432
Loss on disposal of assets..................... 39 130
Changes in:
Accounts receivable...................... (4,464) (2,184)
Inventories.............................. (1,124) 5,594
Other current assets..................... (256) (208)
Accounts payable......................... 955 541
Accrued liabilities...................... (413) (1,391)
Income taxes payable..................... 3,723 5,962
Other current liabilities................ (123) (1,040)
Other liabilities........................ (813) 600
Other assets............................. 465 74
Other, net..................................... 518 (642)
------- -------
Net cash provided by operating activities................ 7,219 17,994
------- -------
Cash flows provided (used) by investing activities:
Acquisition of property, plant and equipment......... (1,009) (2,212)
Proceeds from disposal of property, plant
and equipment..................................... 43 11
------- -------
Net cash used by investing activities.................... (966) (2,201)
------- -------
Cash flows provided (used) by financing activities:
Repayment of debt.................................... (18,750) (14,012)
Proceeds from new borrowings......................... 9,350 300
Proceeds from issuance of common stock, net.......... 108 313
Purchase of treasury stock........................... (1,510) (2,660)
Payment of common stock dividends.................... (353) (358)
------- -------
Net cash used by financing activities............. (11,155) (16,417)
------- -------
Effect of exchange rate changes on cash........... 37 68
------- -------
Decrease in cash and cash equivalents............. (4,865) (556)
Cash and cash equivalents at beginning
of period...................................... 12,966 8,781
------- -------
Cash and cash equivalents at end of period........ $ 8,101 $ 8,225
======= =======
SCHEDULE OF NON CASH INVESTING
AND FINANCIAL ACTIVITIES
Decrease in property, plant, and
equipment acquisitions in
accounts payable............................... $ (317) $ (789)
======= =======
Fair market value of treasury stock
issued to pension plans........................ $ - $ 93
======= =======
*Reclassified for comparative purposes.
The accompanying notes are an integral part of these statements.
6
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(UNAUDITED)
Three months ended
April 30,
2003 2002
---- ----
Net income............................................... $2,822 $4,124
Other comprehensive (expense) income, net of tax:
Net unrealized (loss) gain on derivative instruments... (29) 219
Foreign currency translation adjustments............... (874) 915
----- -----
Total comprehensive income............................... $1,919 $5,258
===== =====
The accompanying notes are an integral part of these statements.
7
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(UNAUDITED)
1. INTERIM STATEMENTS
The accompanying interim consolidated financial statements of C&D
Technologies, Inc. (together with its operating subsidiaries, the "Company")
should be read in conjunction with the consolidated financial statements and
notes thereto contained in the Company's Annual Report to Stockholders for the
fiscal year ended January 31, 2003. The January 31, 2003 amounts were derived
from the Company's audited financial statements. The consolidated financial
statements presented herein are unaudited but, in the opinion of management,
include all necessary adjustments (which comprise only normal recurring items)
required for a fair presentation of the consolidated financial position as of
April 30, 2003 and the related consolidated statements of income and
comprehensive income for the three-month periods ended April 30, 2003 and 2002
and the related consolidated statements of cash flow for the three-month periods
ended April 30, 2003 and 2002. However, interim results of operations may not be
indicative of results for the full fiscal year.
2. NEW ACCOUNTING PRONOUNCEMENTS
In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities." This Statement
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for hedging activities
under SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003, except as stated below and for hedging relationships
designated after June 30, 2003. In addition, except as stated below, all
provisions of SFAS No. 149 should be applied prospectively.
The provisions of SFAS No. 149 relate to SFAS No. 133 implementation issues
that have been effective for fiscal quarters that began prior to June 15, 2003,
should continue to be applied in accordance with their respective effective
dates. In addition, paragraphs 7(a) and 23(a), which relate to forward purchases
or sales of when-issued securities or other securities that do not yet exist,
should be applied to both existing contracts and new contracts entered into
after June 30, 2003. The Company is currently in the process of evaluating the
impact SFAS No. 149 will have on its financial position and results of
operations, if any.
8
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
3. INVENTORIES
Inventories consisted of the following:
April 30, January 31,
2003 2003
---- ----
Raw materials............................ $18,530 $17,833
Work-in-progress......................... 9,641 10,379
Finished goods........................... 20,807 19,693
------ ------
$48,978 $47,905
====== ======
4. INCOME TAXES
A reconciliation of the provision for income taxes from the statutory rate
to the effective rate is as follows:
Three months ended
April 30,
2003 2002
---- ----
U.S. statutory income tax....................... 35.0% 35.0%
State tax, net of federal income tax benefit.... 0.4 1.7
Foreign sales corporation....................... - (0.4)
Tax effect of foreign operations................ 0.5 (0.3)
Research and development credit................. - (0.1)
Other........................................... 1.1 1.1
---- ----
37.0% 37.0%
==== ====
5. NET INCOME PER COMMON SHARE
Net income per share - basic is based on the weighted average number of
shares of Common Stock outstanding. Net income per share - diluted reflects the
potential dilution that could occur if stock options were exercised. Weighted
average common shares and common shares - diluted were as follows:
Three months ended
April 30,
2003 2002
---- ----
Weighted average shares
of common stock
outstanding................................... 25,649,652 25,971,219
Assumed exercise of stock
options, net of shares
assumed reacquired............................ 110,794 302,201
---------- ----------
Weighted average common
shares - diluted.............................. 25,760,446 26,273,420
========== ==========
9
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
6. CONTINGENT LIABILITIES
Environmental:
The Company is subject to extensive and evolving environmental laws and
regulations regarding the clean-up and protection of the environment, worker
health and safety and the protection of third parties. These laws and
regulations include, but are not limited to: (i) requirements relating to the
handling, storage, use and disposal of lead and other hazardous materials found
in manufacturing processes and solid wastes; (ii) record keeping and periodic
reporting to governmental entities regarding the use and disposal of hazardous
materials; (iii) monitoring and permitting of air emissions and water discharge;
and (iv) monitoring worker exposure to hazardous substances in the workplace,
and protecting workers from impermissible exposure to hazardous substances,
including lead, used in our manufacturing process.
Notwithstanding the Company's efforts to maintain compliance with
applicable environmental requirements, if injury or damage to persons or the
environment arises from hazardous substances used, generated or disposed of in
the conduct of the Company's business (or that of a predecessor to the extent
the Company is not indemnified therefor), the Company may be held liable for
certain damages and for the costs of investigation and remediation, which could
have a material adverse effect on the Company's business, financial condition,
or results of operations. However, under the terms of the purchase agreement
with Allied Corporation ("Allied") for the acquisition of the Company (the
"Acquisition Agreement"), Allied was obligated to indemnify the Company for any
liabilities of this type resulting from conditions existing at January 28, 1986
that were not disclosed by Allied to the Company in the schedules to the
Acquisition Agreement. These obligations have since been assumed by Allied's
successor in interest, Honeywell ("Honeywell").
The Company, along with numerous other parties, has been requested to
provide information to the United States Environmental Protection Agency (the
"EPA") in connection with investigations of the source and extent of
contamination at three lead smelting facilities (the "Third Party Facilities")
to which the Company had made scrap lead shipments for reclamation prior to the
date of the acquisition.
The Company and four other potentially responsible parties ("PRPs") agreed
upon a cost sharing arrangement for the design and remediation phases of a
project related to one of the Third Party Facilities, the former NL Industries
in Pedricktown, New Jersey, acting pursuant to a Consent Decree. The PRPs
identified and sued additional PRPs for contribution. In April 2002, one of the
original four PRPs, Exide Technologies ("Exide"), filed for relief under Chapter
11 of Title 11 of the United States Code. In August 2002, Exide notified the
PRPs that it will no longer be taking an active role in any further action at
the site and discontinued its financial participation. This resulted in a pro
rata increase in the liabilities of the other PRPs, including the Company.
The Company also responded to requests for information from the EPA and the
state environmental agency with regard to another Third Party Facility, the
"Chicago Site," in October 1991.
In August 2002, the Company was notified of its involvement as a PRP at the
NL Atlanta, Northside Drive Superfund site. The Company is currently in
negotiations with the other potentially responsible parties at this site
regarding its share of the allocated liability, which the Company expects to be
de minimis.
10
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
The Company is also aware of the existence of contamination at its
Huguenot, New York facility, which is expected to require expenditures for
further investigation and remediation. The site is listed by the New York State
Department of Environmental Conservation ("NYSDEC") on its registry of inactive
hazardous waste disposal sites due to the presence of fluoride and other
contamination in amounts that exceed state groundwater standards. The prior
owner of the site is expected to ultimately bear some, as yet undetermined,
share of the costs associated with this matter for contamination in place at the
time the Company acquired the property. The NYSDEC has issued a Record of
Decision for the soil remediation portion of this site. However, a final
remediation plan for the ground water portion has not yet been finalized with or
approved by the State of New York.
The Company, together with Johnson Controls, Inc. ("JCI"), is conducting an
assessment and remediation of contamination at its Dynasty Division facility in
Milwaukee, Wisconsin. The majority of this project was completed as of October
2001. Under the purchase agreement with JCI, the Company is responsible for (i)
one-half of the cost of the on-site assessment and remediation, with a maximum
liability of $1,750, (ii) any environmental liabilities at the facility that are
not remediated as part of the current project and (iii) environmental
liabilities for claims made after the fifth anniversary of the closing, i.e.
March 2004, that arise from migration from a pre-closing condition at the
Milwaukee facility to locations other than the Milwaukee facility, but
specifically excluding liabilities relating to pre-closing offsite disposal. JCI
has retained all other environmental liabilities, including off-site assessment
and remediation.
In January 1999, the Company received notification from the EPA of alleged
violations of permit effluent and pretreatment discharge limits at its plant in
Attica, Indiana. The Company submitted a compliance plan to the EPA in April
2002. The Company engaged in negotiations with both the EPA and Department of
Justice through March 2003 regarding a potential resolution of this matter. The
government filed suit against the Company in March 2003 for alleged violations
of the Clean Water Act. The complaint requests injunctive relief and civil
penalties of up to the amounts provided by statute. The Company anticipates that
the matter will result in a penalty assessment and compliance obligations. The
Company will continue to seek a negotiated or mediated resolution, failing which
it intends to vigorously defend the action.
The Company accrues reserves for liabilities in the Company's consolidated
financial statements and periodically reevaluates the reserved amounts for these
liabilities in view of the most current information available in accordance with
SFAS No. 5, "Accounting for Contingencies." Based on currently available
information, management of the Company believes that appropriate reserves have
been established with respect to the foregoing contingent liabilities and that
they are not expected to have a material adverse effect on the Company's
business, financial condition or results of operations.
11
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
7. OPERATIONS BY INDUSTRY SEGMENT
The Company has the following four reportable business segments:
The Powercom Division manufactures and markets integrated reserve power
systems and components for the standby power market, which includes
telecommunications, uninterruptible power supplies and utilities. Integrated
reserve power systems monitor and regulate electric power flow and provide
backup power in the event of a primary power loss or interruption. The Powercom
Division also produces the individual components of these systems, including
reserve batteries, power rectifiers, system monitors, power boards and chargers.
The Dynasty Division manufactures and markets industrial batteries
primarily for the uninterruptible power supply, telecommunications and cable
markets. Major applications of these products include wireless and wireline
telephone infrastructure, CATV signal powering, corporate data center powering
and computer network back-up for use during a utility power outage.
The Power Electronics Division manufactures and markets custom, standard
and modified-standard electronic power supply systems, including DC to DC
converters, for large original equipment manufacturers ("OEMs") of
telecommunications and networking equipment, as well as office and industrial
equipment.
The Motive Power Division manufactures complete systems and individual
components (including power electronics and batteries) to power, monitor, charge
and test the batteries used in electric industrial vehicles, including fork-lift
trucks, automated guided vehicles and airline ground support equipment. These
products are marketed to end users in a broad array of industries, dealers of
fork-lift trucks and other material handling vehicles, and, to a lesser extent,
OEMs.
Summarized financial information related to the Company's business segments
for the three months ended April 30, 2003 and 2002 is shown below:
Power Motive
Powercom Dynasty Electronics Power
Division Division Division Division Consolidated
-------- -------- ----------- -------- ------------
Three months ended April 30, 2003:
Net sales................................ $31,860 $23,592 $ 9,036 $12,880 $77,368
Operating income (loss).................. $ 4,078 $ 3,471 $ (594) $(1,544) $ 5,411
Three months ended April 30, 2002:
Net sales................................ $36,488 $21,056 $12,843 $13,675 $84,062
Operating income (loss).................. $ 6,004 $ 2,392 $ 136 $(1,057) $ 7,475
12
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
8. DERIVATIVE INSTRUMENTS
The following table includes all interest rate swaps as of April 30, 2003
and January 31, 2003. These interest rate swaps are designated as cash flow
hedges and, therefore, changes in the fair value, net of tax, are recorded in
accumulated other comprehensive income (loss).
Fixed Variable Fair Fair
Interest Interest Value Value
Notional Origination Maturity Rate Rate At At
Amount Date Date Paid Received 4/30/03 1/31/03
- -------- ----------- -------- -------- -------- -------- -------
$20,000 02/05/01 03/01/03 5.24% LIBOR $ - $ (66)
20,000 04/11/01 04/11/06 5.56% LIBOR (1,946) (1,832)
------- -------
$(1,946) $(1,898)
======= =======
The Company does not invest in derivative securities for speculative
purposes, but does enter into hedging arrangements in order to reduce its
exposure to fluctuations in interest rates as well as to fluctuations in
exchange rates. The Company applies hedge accounting in accordance with SFAS No.
133, whereby the Company designates each derivative as a hedge of (i) the fair
value of a recognized asset or liability or of an unrecognized firm commitment
("fair value" hedge); or (ii) the variability of anticipated cash flows of a
forecasted transaction or the cash flows to be received or paid related to a
recognized asset or liability ("cash flow" hedge). From time to time, however,
the Company may enter into derivatives that economically hedge certain of its
risks, even though hedge accounting is not allowed by SFAS No. 133 or is not
applied by the Company. In these cases, there generally exists a natural hedging
relationship in which changes in fair value of the derivative, which are
recognized currently in earnings, act as an economic offset to changes in the
fair value of the underlying hedged item(s). The Company did not apply hedge
accounting to currency forward contracts with a combined fair value of $(424)and
$(258) as of April 30, 2003 and January 31, 2003. Changes in the fair value of
these currency forward contracts are recorded in other expense (income), net.
13
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
9. STOCK-BASED COMPENSATION PLANS
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure an amendment of FASB Statement No.
123." SFAS No. 148 provides alternative methods of transition for companies
making a voluntary change to fair value-based accounting for stock-based
employee compensation. The Company continues to account for its stock option
plans under the intrinsic value recognition and measurement principles of
Accounting Principle Board's Opinion No. 25, "Accounting for Stock Issued to
Employees," and related Interpretations. Effective for interim periods beginning
after December 15, 2002, SFAS No. 148 also requires disclosure of pro-forma
results on a quarterly basis as if the Company had applied the fair value
recognition provisions of SFAS No. 123.
As the exercise price of all options granted under the Company's stock
option plans was equal to the market price of the underlying common stock on the
grant date, no stock-based employee compensation cost is recognized in net
income. The following table illustrates the effect on net income and earnings
per share if the Company had applied the fair value recognition provisions of
SFAS No. 123, as amended, to options granted under the stock option plans. For
purposes of this pro-forma disclosure, the estimated value of the options is
amortized ratably to expense over the options' vesting periods. Because the
estimated value is determined as of the date of grant, the actual value
ultimately realized by the employee may be significantly different.
Three months ended
April 30,
2003 2002
--------- ---------
Net income - as reported................................ $2,822 $4,124
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects............ 1,018 1,095
----- -----
Net income - pro forma.................................. $1,804 $3,029
===== =====
Net income per common share - basic - as reported....... 0.11 0.16
Net income per common share - basic - pro forma......... 0.07 0.11
Net income per common share - diluted - as reported..... 0.11 0.16
Net income per common share - diluted - pro forma....... 0.07 0.11
Weighted average fair value of options
granted during the period............................. 7.80 9.26
SFAS No. 123 requires the use of option pricing models that were not
developed for use in valuing employee stock options. The Black-Scholes
option-pricing model was developed for use in estimating the fair value of
short-lived exchange traded options that have no vesting restrictions and are
fully transferable. In addition, option-pricing models require the input of
highly subjective assumptions, including the option's expected life and the
price volatility of the underlying stock. Because changes in the subjective
input assumptions can materially affect the fair value estimate, in the opinion
of management, the existing models do not necessarily provide a reliable single
measure of the fair value of employee stock options.
The value of options granted was estimated at the date of grant using a
Black-Scholes option-pricing model with the following weighted average
assumptions:
Three months ended
April 30,
2003 2002
--------- ---------
Risk free interest rate......................... 2.82% 4.42%
Expected dividend yield......................... 0.33% 0.27%
Expected volatility factor...................... 0.532 0.477
Weighted average expected life.................. 5.00 years 5.00 years
14
C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)
10. WARRANTY
The Company provides for estimated product warranty expenses when the
related products are sold. Because warranty estimates are forecasts that are
based on the best available information, primarily historical claims experience,
claims costs may differ from amounts provided. An analysis of changes in the
liability for product warranties follows:
Balance at February 1, 2003 .......................... $10,599
Current year provisions .............................. 899
Expenditures ......................................... (2,237)
------
Balance at April 30, 2003 ............................ $ 9,261
======
15
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of C&D Technologies, Inc.:
We have reviewed the accompanying consolidated balance sheet of C&D
Technologies, Inc. and its subsidiaries (the "Company") as of April 30, 2003,
and the related consolidated statements of income and comprehensive income for
each of the three-month periods ended April 30, 2003 and 2002, and the
consolidated statements of cash flows for the three-month periods ended April
30, 2003 and 2002. These interim financial statements are the responsibility of
the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated interim financial statements for them
to be in conformity with accounting principles generally accepted in the United
States of America.
We previously audited in accordance with auditing standards generally accepted
in the United States of America, the consolidated balance sheet as of January
31, 2003, and the related consolidated statements of income, stockholders'
equity, cash flows, and comprehensive income for the year then ended (not
presented herein), and in our report dated March 14, 2003 we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying consolidated balance sheet
information as of January 31, 2003, is fairly stated in all material respects in
relation to the consolidated balance sheet from which it has been derived.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Philadelphia, PA
May 27, 2003
16
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share data)
Within the following discussion, unless otherwise stated, "quarter" and
"three-month period", refer to the first quarter of fiscal 2004. All comparisons
are with the corresponding period in the prior year, unless otherwise stated.
Net sales for the first quarter of fiscal 2004 decreased $6,694 or 8% to
$77,368 from $84,062 in the first quarter of fiscal 2003. This decrease resulted
from lower sales in the Powercom, Power Electronics and Motive Power divisions,
partially offset by higher sales in the Dynasty Division. Sales by the Powercom
Division declined $4,628 or 13%, primarily due to lower sales to the
telecommunications market. This business continues to be affected by the lower
spending levels of telecommunications and uninterruptible power supply ("UPS")
customers, especially for major new projects. Power Electronics divisional sales
decreased $3,807 or 30%, mainly due to a decline in DC to DC converter sales.
During the quarter, the Power Electronics Division received a $1,700 contract
manufacturing order from a new customer. Also in the quarter, the Power
Electronics Division had numerous new product releases, and expects
approximately $4,400 in sales, in addition to the $1,700 above, from new
products this fiscal year. Sales of the Motive Power Division fell $795 or 6%,
primarily due to both lower battery and charger sales. Sales in the Dynasty
Division increased $2,536 or 12%, primarily due to an increase in UPS sales,
partially offset by lower sales to the cable market. The higher sales were the
result of increased demand for sealed products in the North American market.
Although the OEM markets are down, we have been able to hold our overall share
due to the continued strength of our aftermarket channel partners.
Gross profit for the first quarter of fiscal 2004 decreased $1,654 or 9% to
$16,992 from $18,646 in the prior year, resulting in a decrease in gross margin
from 22.2% to 22.0%. Gross profit declined in the Powercom, Power Electronics
and Motive Power divisions, primarily as a result of lower sales volumes. Gross
profit in the Dynasty Division increased primarily as a result of higher
sales.Raw material prices remained relatively stable. However, the price of
lead, a primary component of our cost, increased modestly through the just
concluded quarter.
Selling, general and administrative expenses for the first quarter of
fiscal 2004 increased $361 or 4%. This increase was primarily due to higher
payroll-related expenses and higher warranty expenses, partially offset by lower
variable selling costs associated with the decreased sales volumes.
Research and development expenses in the first quarter of fiscal 2004
increased $49 or 2%, primarily due to higher spending in the Powercom and Motive
Power divisions, partially offset by lower spending in the Power Electronics and
Dynasty divisions. As a percentage of sales, research and development expenses
increased from 2.8% of sales in the first quarter of fiscal 2003 to 3.1% of
sales in the first quarter of fiscal 2004 mainly as a result of lower sales
volumes.
Operating income for the first quarter of fiscal 2004 decreased $2,064 or
28% to $5,411 from $7,475 in the comparable quarter of the prior year. This
decrease was the result of (i) lower operating income generated by the Powercom
Division; (ii) an operating loss generated by the Power Electronics Division in
the current quarter compared with operating income in the first quarter of
fiscal 2003; (iii) a higher operating loss in the Motive Power Division in the
current quarter; partially offset by (iv) higher operating income in the Dynasty
Division.
17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)
We continue to make significant changes in the divisions that have
operating losses. In the Power Electronics Division, the move of certain
manufacturing processes from Nogales, Mexico to Guangzhou, China is proceeding
on schedule. In addition, the closure of our Shannon, Ireland facility was
completed. The Motive Power Division continues to fall short of expectations.
Unlike the other businesses, we have thus far been unable to make meaningful
progress in reducing our fixed cost structure. In addition, the warranty issue
from production four to five years ago has continued to impact us during the
first quarter of fiscal 2004. We expect to see this problem trend down as we
move through the year. Further, during the quarter, we decided not to invest
meaningful capital dollars to upgrade the physical plant in the Huguenot, New
York Motive Power facility ("Huguenot") and are in the final stages of moving
warehousing and finishing, and anticipate moving the formation processes to
space available in other facilities. We expect that this transition may
potentially produce a related quarterly cost savings of approximately $200. The
warranty problem noted above has offset some of the positive things recently
accomplished, such as; (i) implementing steps to reduce warranty reimbursement
costs; (ii) modestly increasing pricing on a product segment effective June
2003; (iii) closing one branch office; (iv) hiring a new Vice-President, Sales;
(v) appointing a new Huguenot plant manager; and (vi) instituting a four-day,
ten-hour work week in Huguenot, thereby saving some plant operating costs.
Interest expense, net, decreased $738 in the first quarter of fiscal 2004
compared to the first quarter of fiscal 2003, primarily due to lower average
debt balances outstanding during the quarter, coupled with lower effective
interest rates.
Income tax expense for the first quarter of fiscal 2004 decreased $593 from
the comparable period of the prior fiscal year as the result of lower income
before income taxes. The effective tax rate consists of statutory rates adjusted
for the tax impact of foreign operations. The effective tax rate for both the
first quarter of fiscal 2004 and the first quarter of fiscal 2003 was 37.0%.
Minority interest of $136 in the first quarter of fiscal 2004 and $(157) in
the first quarter of fiscal 2003 reflects the 33% ownership interest in the
battery business located in Shanghai, China that is not owned by C&D. The
increase in minority interest was due to the recording of a profit in the
current quarter by the Shanghai battery business compared to a loss in the first
quarter of the prior year.
As a result of the above, for the first quarter of fiscal 2004, net income
decreased $1,302 or 32% to $2,822 or $0.11 per share - basic and diluted. We
feel confident that the current order level, backlog and general operating tempo
will enable us to generate a second quarter net income which is expected to
exceed that of the first quarter by a double digit percentage.
18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)
Liquidity and Capital Resources
Net cash provided by operating activities decreased $10,775 or 60% to
$7,219 for the three-month period ended April 30, 2003 compared to $17,994 in
the same period of the prior year. This decrease in net cash provided by
operating activities was primarily due to: (i) an increase in inventory in the
three months ended April 30, 2003 versus a decrease in the three months ended
April 30, 2002; (ii) a larger increase in accounts receivable in the first
quarter of fiscal year 2004 versus the comparable period of the prior year; and
(iii) a smaller increase in current taxes payable in the first three months of
the current year versus the first three months on the prior year (primarily due
to the receipt of income tax refunds of approximately $2,300 in the first three
months of fiscal 2004 versus $4,500 in the comparable period of the prior year).
Net cash used by investing activities decreased $1,235 or 56% to $966 in
the first quarter of fiscal 2004 compared to $2,201 in the first quarter of
fiscal 2003 primarily due to lower capital spending.
Net cash used by financing activities decreased $5,262 or 32% to $11,155 in
the three-month period ended April 30, 2003 compared to $16,417 in the same
period of the prior year. This decrease was primarily due to a higher proceeds
from new borrowings (as a result of increasing our revolver to pay off our term
loan in full), coupled with lower purchases of treasury stock, partially offset
by a greater reduction of long-term debt. During the first quarter of fiscal
2004, C&D made net debt payments of $9,400, compared to $13,712 in the
comparable quarter of the prior year.
The availability under our current loan agreement is expected to be
sufficient to meet our ongoing cash needs for working capital requirements, debt
service, capital expenditures and possible strategic acquisitions. This loan
agreement contains restrictive covenants that require us to maintain minimum
ratios such as fixed charge coverage and leverage ratios, as well as minimum
consolidated net worth. We were in compliance with our loan agreement covenants
at April 30, 2003. Our current loan agreement expires on March 1, 2004.
Therefore, as of April 30, 2003, all of our debt is classified as current. We
expect to enter into a new loan agreement prior to March 1, 2004. Capital
expenditures during fiscal 2003 were incurred to fund a continuing series of
cost reduction programs, normal maintenance and regulatory compliance. Fiscal
2004 capital expenditures are expected to be less than $10,000 for similar
purposes.
We intend to continue making prudent purchases of our Company stock, paying
down debt and selectively pursuing complementary accretive acquisitions.
Strategic acquisition opportunities will be expected to enhance C&D's long-term
competitive position and growth prospects and may require external financing. We
cannot assure, however, that we will close on any such acquisitions.
Our bank loan agreement permits dividends to be paid on our Common Stock as
long as there is no default under that agreement. Subject to that restriction
and the provisions of Delaware law, our Board of Directors currently intends to
continue paying dividends. We cannot assure you that we will continue to do so
since future dividends will depend on our earnings, financial condition and
other factors.
The local Chinese government has notified our Shanghai C&D Battery Co. Ltd,
that it will be required to relocate its Shanghai plant during fiscal 2005 to
permit the Pudong authorities to develop the region into a cultural center.
Negotiations are in the final stages regarding the details surrounding the
specific location, timing and cost responsibilities related to the relocation of
the Shanghai plant. Currently, a location had been selected for the relocation
of the plant. This relocation is not expected to have a material adverse effect
on our financial condition or results of operations.
19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)
NEW ACCOUNTING PRONOUNCEMENTS
See footnote number 2.
FORWARD-LOOKING STATEMENTS
Certain of the statements and information contained in this Quarterly
Report on Form 10-Q, are "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) and, accordingly, are subject to risks and uncertainties.
For such statements, we claim the protection of the safe-harbor for
forward-looking statements contained in the Private Securities Litigation Act of
1995. The factors that could cause actual results to differ materially from
anticipated results expressed or implied in any forward-looking statement
include those referenced in the forward-looking statement, following the
forward-looking statement, described in the notes to the Consolidated Financial
Statements and other factors discussed in this Quarterly Report on Form 10-Q and
our other filings with the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no
obligation to update or revise these statements to reflect events or
circumstances occurring after the date of this Quarterly Report on Form 10-Q.
Forward-looking statements may be identified by their use of words like
"plans," "expects," "will," "anticipates," "intends," "projects," "estimates,"
"believes" or other words of similar meaning. All statements that address
expectations or projections about the future, including, but not limited to,
statements about our strategy for growth, product development, market position,
market conditions, expenditures, sales and financial results, are
forward-looking statements. Forward-looking statements are based on certain
assumptions and expectations of future events. We cannot guarantee that these
assumptions and expectations are accurate or will be realized. Following are
some of the important factors that could cause our actual results to differ
materially from those projected in any such forward-looking statements:
o We operate worldwide and derive a portion of our revenue from sales outside
the United States. Changes in the laws or policies of governmental and
quasi-governmental agencies, as well as social and economic conditions, in
the countries in which we operate could affect our business in these
countries and our results of operations. In addition, economic factors
(including inflation and fluctuations in interest rates and foreign
currency exchange rates) and competitive factors (such as price
competition, business combinations of competitors or a decline in industry
sales from continued economic weakness) both in the United States and other
countries in which we conduct business could affect our results of
operations.
o Terrorist acts or acts of war, whether in the United States or abroad,
could cause damage or disruption to our operations, our suppliers, channels
to market or customers, or could cause costs to increase, or create
political or economic instability, any of which could have a material
adverse effect on our business.
o Our results of operations could be adversely affected by conditions in the
domestic and global economies or the markets in which we conduct business,
such as telecommunications, UPS, CATV, switchgear and control and material
handling.
20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)
o Our ability to grow earnings could be affected by increases in the cost of
raw materials, particularly lead. We may not be able to fully offset the
effects of higher raw material costs through price increases or
productivity improvements.
o Our ability to meet customer demand depends, in part, on our ability to
obtain timely and adequate delivery of parts and components from our
suppliers and internal manufacturing capacity. Although we work closely
with our suppliers to avoid shortages, there can be no assurance that we
will not encounter shortages in the future. A reduction or interruption in
component supply or a significant increase in the price of one or more
components could have a material adverse effect on our operations.
o Our growth objectives are largely dependent on our ability to renew our
pipeline of new products and to bring these products to market. This
ability may be adversely affected by difficulties or delays in product
development, such as the inability to: identify viable new products;
successfully complete research and development projects; obtain adequate
intellectual property protection; or gain market acceptance of the new
products. Our growth could also be affected by new competitive products and
technologies.
o As part of our strategy for growth, we have made and may continue to make
acquisitions, and in the future, may make divestitures and form strategic
alliances. There can be no assurance that these will be completed or
beneficial to us.
o We have undertaken and may continue to undertake productivity initiatives,
including re-organizations to improve performance and generate cost
savings. There can be no assurance that these will be completed or
beneficial to C&D. Also, there can be no assurance that any estimated cost
savings from such activities will be realized.
o Our facilities are subject to a broad array of environmental laws and
regulations. The costs of complying with complex environmental laws and
regulations, as well as participation in voluntary programs, are
significant and will continue to be so for the foreseeable future. We are
also subject to potentially significant fines and penalties for
non-compliance with applicable laws and regulations. Our accruals for such
costs and liabilities may not be adequate since the estimates on which the
accruals are based depend on a number of factors including, but not limited
to, the nature of the problem, the complexity of the issues, the nature of
the remedy, the outcome of discussions with regulatory agencies and/or the
government and, as applicable, other PRPs at multiparty sites, the number
and financial viability of other PRPs and risks associated with litigation.
21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)
o We are exposed to the credit risk of our customers including risk of
insolvency and bankruptcy. Although we have programs in place to monitor
and mitigate the associated risk, there can be no assurance that such
programs will be effective in reducing our credit risks or risks associated
with potential bankruptcy of our customers.
o Our business, results of operations and financial condition could be
affected by significant pending and future litigation adverse to us, such
as, without limitation, product liability, contract and employment-related
claims and claims arising from any injury or damage to persons or the
environment from hazardous substances used, generated or disposed of in the
conduct of our business (or that of a predecessor to the extent we are not
indemnified for those liabilities).
o Our performance depends on our ability to attract and retain qualified
personnel. We cannot assure that we will be able to continue to attract or
retain qualified personnel.
o The outbreak of severe acute respiratory syndrome ("SARS") could cause
direct disruption to our manufacturing operations located in China and our
Asian suppliers, as well as indirect disruption to our other manufacturing
facilities located throughout the rest of the world due to possible
negative impacts on our supply chain.
o Our current loan agreement expires on March 1, 2004. We expect to enter
into a new loan agreement prior to this date. We cannot assure, however,
that we will be successful in securing a new loan agreement.
o Our bank loan agreement permits dividends to be paid on our Common Stock so
long as there is no default under that agreement. Subject to that
restriction and the provisions of Delaware law, our Board of Directors
currently intends to continue paying dividends. We cannot assure you that
we will continue to do so since future dividends will depend on our
earnings, financial condition and other factors.
o Our overall profitability may not meet expectations if our product,
customer and geographic mix is substantially different than anticipated.
Our profit margins vary among products, customers and geographic markets.
Consequently, if our mix of any of these is substantially different from
what is anticipated in any particular period, our earnings could be less
than expected.
o In spite of having a disaster recovery plan in place, infrastructure
failures could have a material adverse effect on our business. We are
highly dependent on our infrastructure in order to achieve our business
objectives. If we experience a problem that impairs our infrastructure,
such as a computer virus, intentional disruption of IT systems by a third
party, manufacturing failure or telephone system failure, the resulting
disruptions could impede C&D's ability to book or process orders,
manufacture and ship in a timely manner or otherwise carry on its business
in the ordinary course. Any such events could cause us to lose significant
customers or revenue and could require C&D to incur significant expense to
eliminate these problems and address related security concerns.
The foregoing list of important factors is not all-inclusive, or necessarily in
order of importance.
22
Item 3. Quantitative and Qualitative Disclosure About Market Risk
We are exposed to various market risks. The primary financial risks include
fluctuations in interest rates and changes in currency exchange rates. We manage
these risks by using derivative instruments. We do not invest in derivative
securities for speculative purposes, but do enter into hedging arrangements in
order to reduce our exposure to fluctuations in interest rates as well as to
fluctuations in exchange rates. Our financial instruments subject to interest
rate risk consist of debt instruments and interest rate swap contracts. The debt
instruments are subject to variable rate interest, and therefore the market
value is not sensitive to interest rate movements. Interest rate swap contracts
are used to manage our exposure to fluctuations in interest rates on our
underlying variable rate debt instruments (see footnote number 8). Additional
disclosure regarding our various market risks are set forth in our fiscal 2003
Form 10-K filed with the Securities and Exchange Commission.
Item 4. Controls and Procedures
Within the 90 days prior to the date of this Quarterly Report on Form 10-Q,
C&D carried out an evaluation of the effectiveness of the design and operation
of its disclosure controls and procedures. This evaluation was performed under
the supervision and with the participation of management, including C&D's Chief
Executive Officer and Chief Financial Officer.
Under the rules of the Securities and Exchange Commission, the term
"disclosure controls and procedures" means controls and other procedures of C&D
that are designed to ensure that information required to be disclosed by C&D in
reports that it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in the rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by C&D in such report is accumulated and communicated to C&D's
management, including the Chief Executive Officer and the Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.
Based on this evaluation, C&D's Chief Executive Officer and Chief Financial
Officer concluded that C&D's disclosure controls and procedures are effective
for gathering, analyzing and disclosing the information that C&D is required to
disclose in the reports it files under the Securities Exchange Act of 1934,
within the time periods specified in the rules and forms of the Securities and
Exchange Commission. There have been no significant changes in C&D's internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of this evaluation.
A control system, no matter how well-designed and operated, cannot provide
absolute assurance that the objectives of the controls system are met, and no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected.
23
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of stockholders of C&D on May 28, 2003 the
stockholders voted on one proposal: the election of nine directors for one-year
terms.
Election of Directors
Nominee Votes For Votes Withheld
------- --------- --------------
William Harral, III 21,408,283 24,294
Wade H. Roberts, Jr. 21,402,171 30,406
Peter R. Dachowski 21,329,554 103,023
Kevin P.Dowd 21,408,319 24,258
Robert I. Harries 21,408,554 24,023
Pamela S. Lewis 21,329,179 103,398
George MacKenzie 21,329,252 103,325
John A. H. Shober 21,328,239 104,338
Stanley W. Silverman 21,407,665 24,912
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.1 Indemnification Agreement dated as of February 24, 2003 by and
between C&D Technologies, Inc. and Stanley W. Silverman (incorp-
orated by reference to Exhibit 10.33 to C&D's Annual Report on
Form 10-K for the year ended January 31, 2003).
10.2 C&D Technologies, Inc. Management Incentive Bonus Plan Policy
(filed herewith).
10.3 First Amendment dated June 12, 2002 to our Pension Plan for
Salaried Employees (filed herewith).
10.4 Second Amendment dated September 25, 2002 to our Pension Plan for
Salaried Employees (filed herewith).
15. Letter from PricewaterhouseCoopers LLP, independent accountants
for C&D, regarding unaudited interim financial information (filed
herewith).
99.1 Certification of the President and Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
99.2 Certification of the Vice President, Finance pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
24
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 thereunto duly authorized.
C&D TECHNOLOGIES, INC.
June 12, 2003 BY: /s/ Wade H. Roberts, Jr.
---------------------------------
Wade H. Roberts, Jr.
President, Chief Executive
Officer and Director
(Principal Executive Officer)
June 12, 2003 BY: /s/ Stephen E. Markert, Jr.
----------------------------------
Stephen E. Markert, Jr.
Vice President Finance
(Principal Financial and
Accounting Officer)
25
CERTIFICATION
-------------
I, Wade H. Roberts, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of C&D
Technologies, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weakness in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in
the internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weakness.
Date: June 12, 2003 /s/ Wade H. Roberts, Jr.
------------- -----------------------------
Wade H. Roberts, Jr.
President and Chief
Executive Officer
(Principal Executive Officer)
26
CERTIFICATION
-------------
I, Stephen E. Markert, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of C&D
Technologies, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weakness in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in
the internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weakness.
Date: June 12, 2003 /s/ Stephen E. Markert, Jr.
------------- -----------------------------
Stephen E. Markert, Jr.
Vice President Finance
(Principal Financial and
Accounting Officer)
27
EXHIBIT INDEX
10.2 C&D Technologies, Inc. Management Incentive Bonus Plan Policy.
10.3 First Amendment dated June 12, 2002 to our Pension Plan for
Salaried Employees.
10.4 Second Amendment dated September 25, 2002 to our Pension Plan for
Salaried Employees.
15. Letter from PricewaterhouseCoopers LLP, independent accountants
for C&D, regarding unaudited interim financial information.
99.1 Certification of the President and Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of the Vice President, Finance pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
28