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) September 9, 2004
ENERSYS
(Exact name of registrant as specified in its charter)
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Delaware |
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001-32253 |
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23-3058564 |
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(State or
other jurisdiction |
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(Commission |
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(IRS Employer |
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2366 Bernville Road, Reading, Pennsylvania |
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19605 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code
(610) 208-1991
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 September 9, 2004, Enersys issued a press release discussing the Company’s first quarter results. The press release, attached as Exhibit 99.1 hereto and incorporated herein by reference, is being furnished to the SEC and shall not be deemed to be “filed” for any purpose.
Item 7.01 Regulation FD Disclosure.
On September 9, 2004, Enersys issued a press release discussing the Company’s first quarter results. The press release, attached as Exhibit 99.1 hereto and incorporated herein by reference, is being furnished to the SEC and shall not be deemed to be “filed” for any purpose.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following exhibit is furnished herewith:
99.1 Press Release, dated September 9, 2004, of EnerSys
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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.
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ENERSYS |
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Dated: September 9, 2004 |
/s/ Michael T. Philion |
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Michael T. Philion |
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Executive Vice
President – Finance and |
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EXHIBIT INDEX
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Exhibit Number |
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99.1 |
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Press Release, dated September 9, 2004, of EnerSys |
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Exhibit 99.1
M. Philion
09/08/04
EnerSys Reports Earnings for First Quarter FY2005
Reading, PA, September 9, 2004, EnerSys (NYSE: ENS), one of the world’s largest manufacturers, marketers and distributors of industrial batteries, today announced net earnings for its first fiscal quarter of 2005 ending July 4, 2004 of $9,027,000 and net earnings available to common shareholders of $872,000, or $0.08 per share (basic and diluted) compared to $5,800,000 of net earnings and $157,000 of net earnings available to common shareholders or $0.01 per share (basic and diluted) in the prior year first fiscal quarter. After giving effect to the July 30, 2004 EnerSys IPO as if it occurred at the beginning of the first quarter of both fiscal 2005 and 2004, pro forma net earnings per share were $0.23 per share (basic and diluted) in the fiscal 2005 first quarter and $0.11 per share basic and $0.10 per share diluted in the fiscal 2004 first quarter. Net sales for the first quarter were $263,261,000 compared to $218,265,000 in the prior year first quarter, or an increase of over 20%, with net earnings up over 50% from the prior year and diluted pro forma net earnings per share up 130% from the first quarter of the prior year results.
EnerSys’ fiscal 2005 first quarter operating results for its reporting segments compared to the fiscal 2004 first quarter are as follows:
Reserve Power – Net sales increased over 16% to $124,800,000, while operating earnings increased over 175% to $11,300,000 with margins increasing 530 bps to 9.1%.
Motive Power – Net sales increased over 24% to $138,500,000, while operating earnings increased over 30% to $11,300,000 with margins increasing 40 bps to 8.2%.
“We achieved a strong improvement in our first quarter of fiscal 2005 net sales and earnings results in our global business primarily due to three factors. First is the positive impact from the first synchronized global economic recovery in many years. Second is significant growth in our Asian business with net sales increasing over 67%. Third is our success in continuing to expand our global market share,” stated John D. Craig, Chairman, President and Chief Executive Officer of the company. “We anticipate in the fiscal 2005 second quarter, traditionally our slowest, pro forma net earnings per share will be comparable to those of our first quarter,” he said.
This press release contains forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), which are based on management’s current expectations and are subject to uncertainties and changes in circumstances. Our actual results may differ materially from the forward-looking statements for a number of reasons. For a list of the factors, which could affect our future results, including our earnings estimates, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including “Forward-Looking Statements,” set forth in our Quarterly Report on Form 10-Q for the first fiscal quarter ended July 4, 2004, which was filed with the U.S. Securities and Exchange Commission.
This press release contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). EnerSys’ management uses the non-GAAP measures in their analysis of the company’s performance.
These measures, as used by EnerSys, adjust net earnings determined in accordance with GAAP to exclude the effects of special items, including significant gains or losses that are unusual in nature or are associated with our IPO, and certain non-cash charges. Management believes presentations of financial measures excluding the impact of these items provide useful supplemental information in evaluating the operating results of our business. These disclosures should not be viewed as a substitute for net earnings determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.
EnerSys and Subsidiaries
Summary of Earnings
(In thousands, except share and per share data)
(Unaudited)
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Three months ended |
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July 4, 2004 |
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June 29, 2003 |
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Net sales |
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$ |
263,261 |
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$ |
218,265 |
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Gross profit |
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66,718 |
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52,556 |
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Operating earnings |
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22,515 |
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12,489 |
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Earnings before income taxes |
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14,359 |
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9,359 |
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Net earnings |
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$ |
9,027 |
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$ |
5,800 |
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Net earnings available to common shareholders |
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$ |
872 |
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$ |
157 |
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Net earnings per common share |
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Basic |
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$ |
0.08 |
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$ |
0.01 |
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Diluted |
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$ |
0.08 |
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$ |
0.01 |
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Weighted average shares outstanding |
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Basic |
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11,014,421 |
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11,014,421 |
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Diluted |
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11,516,868 |
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11,157,306 |
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Pro forma net earnings per common share (1) |
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Basic |
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$ |
0.23 |
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$ |
0.11 |
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Diluted |
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$ |
0.23 |
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$ |
0.10 |
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Pro forma weighted average shares outstanding (1) |
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Basic |
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45,532,715 |
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45,532,715 |
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Diluted |
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46,035,162 |
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46,035,162 |
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(1) Giving effect to our IPO as if it occurred at the beginning of the first fiscal quarter of 2005 and 2004. Fiscal 2005 first quarter pro forma net earnings per share excludes $1,300 of interest expense (net of tax) from the assumed repayment of debt from IPO proceeds and excludes the series A convertible preferred stock dividend of $8,155. Fiscal 2004 first quarter pro forma net earnings per share includes $440 of additional interest expense (net of tax) for additional borrowings from the March 2005 recapitalization, net of the assumed repayment of debt from the IPO proceeds, and excludes the series A convertible preferred stock dividend of $5,643. Pro forma weighted average shares outstanding are 45,532,715 basic and 46,035,162 diluted for both the first quarter of fiscal 2005 and 2004.
Source: EnerSys