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): November 1, 2012
EnerSys
(Exact name of registrant as specified in its charter)
Commission File Number: 1-32253
| Delaware | 23-3058564 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
2366 Bernville Road, Reading, Pennsylvania 19605
(Address of principal executive offices, including zip code)
(610) 208-1991
(Registrant’s telephone number, including area code)
(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 November 5, 2012, EnerSys issued an earnings press release discussing its financial results for the second quarter of fiscal 2013. 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On and effective as of November 1, 2012, the Board of Directors of EnerSys amended its Amended and Restated Bylaws (the “Bylaws”) to (i) expand the required disclosure regarding the stockholders making proposals of a business nature to be considered at a meeting or director nominations to include, among other things, all ownership interests, hedges, economic incentives including derivative, synthetic or temporary stock ownership, and rights to vote any shares of any security of EnerSys, (ii) delete a provision in the Bylaws permitting a stockholder to provide disclosure required under SEC Rule 14a-8 in lieu of the expanded disclosure requirements, and (iii) delete a reference to the annual meeting for the 2005 fiscal year, which is no longer required (collectively, the “Bylaw Amendment”). The foregoing description of the Bylaw Amendment is qualified in its entirety by the full text of the Bylaw Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
3.1 Amendment to Amended and Restated Bylaws.
99.1 Press Release, dated November 5, 2012, of EnerSys regarding the financial results for the second quarter of fiscal 2013.
Signature(s)
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.
| EnerSys | ||||||
| Date: November 5, 2012 |
By: | /s/ Richard W. Zuidema | ||||
| Richard W. Zuidema | ||||||
| Executive Vice President | ||||||
Exhibit Index
| Exhibit |
Description | |
| EX-3.1 | Amendment to Amended and Restated Bylaws. | |
| EX-99.1 | Press Release, dated November 5, 2012, of EnerSys regarding the financial results for the second quarter of fiscal 2013. | |
Exhibit 3.1
Exhibit 3.1 Amendment to Amended and Restated Bylaws
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 10. Notice of Stockholder Business; Nominations.
(a) Annual Meeting of Stockholders.
(i) Nominations of persons for election to the Board at an annual meeting and the proposal of any other business to be considered by the stockholders at an annual meeting shall be made solely (A) as specified in the Corporation’s notice of such meeting (or any supplement thereto), (B) otherwise by or at the direction of the Board (or any duly authorized committee thereof), or (C) by any stockholder of the Corporation that was a stockholder of record at the time of giving the notice provided for in this Section 10, who is entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 10.
(ii) For nominations for director or any other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of subparagraph (a)(i) of this Section 10, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, and such proposed business, other than nominations of persons for election to the Board, must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth day, nor earlier than the close of business on the one hundred twentieth day, prior to the anniversary of the next preceding annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or after such anniversary date, to be timely notice by the stockholder must be so delivered not later than the close of business on the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall an adjournment or postponement of a meeting, or the public announcement thereof, commence a new time period (or extend any time period) of the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth: (A) as to each person whom the stockholder proposes to nominate for election, or re-election, as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at such meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (1) the name and address of such stockholder, as they appear on the Corporation’s books and records, and of such beneficial owner, (2) the class or series and number of shares of capital stock of the Corporation that are, directly or indirectly, owned beneficially and held of record by such stockholder and such beneficial owner, (3) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder or beneficial owner and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (4) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder or beneficial owner has a right to vote any shares of any security of the Corporation, (5) any short interest of such stockholder or beneficial owner in any security of the Corporation (for purposes of this Bylaw a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (6) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder or beneficial owner that are separated or separable from the underlying shares of the Corporation,
(7) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, (8) any performance-related fees (other than an asset-based fee) that such stockholder or beneficial owner is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s or beneficial owner’s immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), (9) any other information relating to such stockholder and beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (10) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (11) a description of all agreements, arrangements or understandings between such stockholder and beneficial owner, if any, and any other Person or Persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business, and (12) a representation whether the stockholder or the beneficial owner, if any, intends, or is, or intends to be part of a group that intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (y) otherwise to solicit proxies from stockholders in support of such proposal or nomination. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.
(iii) Anything in the second sentence of subparagraph (a)(ii) of this Section 10 to the contrary notwithstanding, in the event that the number of directors to be elected to the Board is increased and there is no public announcement by the Corporation naming all the nominees for director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 10 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive office of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.
(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of such meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of such meeting solely (i) by or at the direction of the Board of Directors or (ii) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation that was a stockholder of record at the time of giving the notice provided for in this Section 10, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 10. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be), for election to such positions as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by subparagraph (a)(ii) of this Section 10 shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the one hundred twentieth day prior to such special meeting and not later than the close of business on the later of the ninetieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) of the giving of a stockholder’s notice as described above.
(c) General.
(i) Only such persons who are nominated in accordance with the procedures set forth in this Section 10 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 10. Except as otherwise provided by law or these Bylaws, the chairman of the meeting shall have the power and duty to finally determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 10 and, if any proposed nomination or business is not in compliance herewith, to declare that such defective proposal or nomination shall be disregarded.
(ii) For purposes of this Section 10, the term “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act, and the meaning of the term “group” shall be within the meaning ascribed to such term under Section 13(d)(3) of the Exchange Act.
(iii) Notwithstanding the foregoing provisions of this Section 10, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 10. Nothing in this Section 10 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.
Exhibit 99.1
Exhibit 99.1 PRESS RELEASE, DATED NOVEMBER 5, 2012, OF ENERSYS REGARDING FINANCIAL RESULTS FOR THE SECOND QUARTER FISCAL 2013
EnerSys Reports Second Quarter Fiscal 2013 Results
Reading, PA, USA, November 5, 2012 — EnerSys (NYSE: ENS) the global leader in stored energy solutions for industrial applications, announced today results for its second quarter of fiscal 2013, which ended on September 30, 2012.
Net earnings attributable to EnerSys stockholders (“Net earnings”) for the second quarter of fiscal 2013 were $43.8 million, or $0.90 per diluted share, including an unfavorable net of tax impact of $0.02 per share from a charge of $1.0 million for restructuring plans. The net earnings of $0.90 per diluted share, compares to diluted net earnings per share of $0.57 for the second quarter of fiscal 2012, which included an unfavorable net of tax impact of $0.01 per share from a charge of $0.7 million for restructuring plans and $0.4 million for fees related to acquisition activities, partially offset by a $0.6 million legal settlement income.
Excluding these highlighted items, adjusted net earnings per diluted share for the second quarter of fiscal 2013, on a non-GAAP basis was $0.92, which exceeds the guidance of $0.85 to $0.89 per diluted share given by the Company on August 8, 2012. These earnings compare to the prior year second quarter adjusted net earnings of $0.58 per diluted share. Please refer to the section included herein under the heading “Reconciliation of Non-GAAP Financial Measures” for a discussion of the Company’s use of non-GAAP adjusted financial information.
Net sales for the second quarter of fiscal 2013 were a second quarter record $554.2 million, an increase of 1% from the prior year second quarter net sales of $547.2 million. The 1% increase was the result of a 2% increase in organic volume, 4% increase from acquisitions, a 4% decrease from foreign currency translation impact and a 1% decrease due to pricing. Sequential quarterly sales decreased 7% from the first quarter of fiscal 2013 net sales of $593.9 million due to a 6% decrease in organic volume and a 1% decrease due to pricing.
The Company’s operating results for its business segments for the second quarters of fiscal 2013 and 2012 are as follows:
| Quarter ended | ||||||||
| ($ Millions) | ||||||||
| September 30, | October 2, | |||||||
| 2012 | 2011 | |||||||
| Net sales by Segment |
||||||||
| Europe |
$ | 215.4 | $ | 245.3 | ||||
| Americas |
276.7 | 252.3 | ||||||
| Asia |
62.1 | 49.6 | ||||||
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|||||
| Total net sales |
$ | 554.2 | $ | 547.2 | ||||
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| Operating earnings |
||||||||
| Europe |
$ | 14.1 | $ | 14.7 | ||||
| Americas |
43.6 | 28.0 | ||||||
| Asia |
6.6 | 0.5 | ||||||
| Restructuring charges-Europe |
(1.3 | ) | (0.9 | ) | ||||
| Legal proceedings settlement income-Europe |
— | 0.9 | ||||||
| Acquisition activity expense-Americas |
(0.1 | ) | (0.7 | ) | ||||
|
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|||||
| Total operating earnings |
$ | 62.9 | $ | 42.5 | ||||
|
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Net earnings for the six months of fiscal 2013 were $89.6 million or $1.84 per diluted share, including an unfavorable net of tax impact of $0.03 per share from a charge of $1.3 million for restructuring plans and $0.1 million for fees related to acquisition activities.
Net earnings for the six months of fiscal 2012 were $61.8 million or $1.23 per diluted share, and included an unfavorable net of tax impact of $0.03 per share from a charge of $1.0 million for restructuring plans and $0.9 million for fees related to acquisition activities partially offset by a $0.6 million legal settlement in favor of the Company.
Adjusted net earnings for the six months of fiscal 2013, on a non-GAAP basis, were $1.87 per diluted share. This compares to the prior year six months adjusted net earnings of $1.26 per diluted share. Please refer to the section included herein under the heading “Reconciliation of Non-GAAP Financial Measures” for a discussion of the Company’s use of non-GAAP adjusted financial information.
Net sales for the six months of fiscal 2013 were $1,148.1 million, an increase of 3% from the net sales of $1,116.4 million in the comparable period in fiscal 2012. The 3% increase was the result of a 4% increase in organic volume and a 4% increase from acquisitions partially offset by a 5% decrease from foreign currency translation impact.
The Company’s operating results for its business segments for the six months of fiscal years 2013 and 2012 are as follows:
| Six Months ended | ||||||||
| ($ Millions) | ||||||||
| September 30, | October 2, | |||||||
| 2012 | 2011 | |||||||
| Net sales by Segment |
||||||||
| Europe |
$ | 452.5 | $ | 498.3 | ||||
| Americas |
565.6 | 511.5 | ||||||
| Asia |
130.0 | 106.6 | ||||||
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| Total net sales |
$ | 1,148.1 | $ | 1,116.4 | ||||
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| Operating earnings |
||||||||
| Europe |
$ | 31.3 | $ | 28.9 | ||||
| Americas |
88.2 | 60.2 | ||||||
| Asia |
15.5 | 3.9 | ||||||
| Restructuring charges-Europe |
(1.7 | ) | (1.3 | ) | ||||
| Legal proceedings settlement income-Europe |
— | 0.9 | ||||||
| Acquisition activity expense-Europe |
— | (0.1 | ) | |||||
| Acquisition activity expense-Americas |
(0.2 | ) | (1.3 | ) | ||||
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| Total operating earnings |
$ | 133.1 | $ | 91.2 | ||||
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“During our second quarter we achieved record second quarter sales and operating earnings and reached our gross profit percentage target of 25% for the second consecutive quarter,” stated John D. Craig, chairman, president and chief executive officer of EnerSys. “I am very pleased with our second quarter adjusted earnings of $0.92 per diluted share.”
Mr. Craig added, “Our third quarter guidance for adjusted net earnings per diluted share is between $0.77 to $0.81, which excludes the expected charge of $0.08 from our restructuring programs and acquisition expenses. Recently, we experienced a slowing in our order intake which we expect will lead to a sequential reduction in our third quarter sales. If we continue to experience softness in our global markets we plan to take actions similar to those we took in 2009 to take costs out of our businesses, including additional restructuring programs, with the objective of improving longer term profitability.”
Reconciliation of Non-GAAP Financial Measures
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 measure “adjusted net earnings” in their analysis of the Company’s performance. This measure, as used by EnerSys in past quarters and years, adjusts net earnings determined in accordance with GAAP to reflect changes in financial results associated with the Company’s restructuring initiatives and other highlighted charges and income items. Management believes the presentation of this financial measure reflecting these non-GAAP adjustments provides important supplemental information in evaluating the operating results of the Company as distinct from results that include items that are not indicative of ongoing operating results; in particular, those charges that the Company incurs as a result of restructuring activities and those charges and credits that are not directly related to operating unit performance, such as fees and expenses related to acquisition activities. Because these charges are not incurred as a result of ongoing operations or are incurred as a result of a potential acquisition, they are not a helpful measure of the performance of our underlying business. This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for net earnings determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies. Management believes that this non-GAAP supplemental information will be helpful in understanding the Company’s ongoing operating results. This supplemental presentation should not be construed as an inference that the Company’s future results will be unaffected by similar adjustments to net earnings determined in accordance with GAAP.
Included below is a reconciliation of non-GAAP adjusted financial measures to reported amounts. Non-GAAP adjusted net earnings are calculated excluding restructuring and other highlighted charges and credits. The following tables provide additional information regarding certain non-GAAP measures:
| Quarter ended | ||||||||
| September 30, 2012 |
October 2, 2011 |
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| (in millions, except share and per share amounts) | ||||||||
| Net earnings reconciliation |
||||||||
| As reported net earnings |
$ | 43.8 | $ | 28.3 | ||||
| Non-GAAP adjustments, net of tax: |
||||||||
| Restructuring charge-Europe |
1.0 | (1) | 0.7 | (1) | ||||
| Legal proceedings settlement income-Europe |
— | (0.6 | )(3) | |||||
| Acquisition activity expense-Americas |
— | (2) | 0.4 | (2) | ||||
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| Non-GAAP adjusted net earnings |
$ | 44.8 | $ | 28.8 | ||||
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| Outstanding shares used in per share calculations |
||||||||
| Basic |
48,188,331 | 49,469,694 | ||||||
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| Diluted |
48,719,916 | 49,806,964 | ||||||
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| Non-GAAP adjusted net earnings per share: |
||||||||
| Basic |
$ | 0.93 | $ | 0.58 | ||||
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| Diluted |
$ | 0.92 | $ | 0.58 | ||||
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| Reported net earnings per share: |
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| Basic |
$ | 0.91 | $ | 0.57 | ||||
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| Diluted |
$ | 0.90 | $ | 0.57 | ||||
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| Six Months ended | ||||||||
| September 30, 2012 |
October 2, 2011 |
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| (in millions, except share and per share amounts) | ||||||||
| Net earnings reconciliation |
||||||||
| As reported net earnings |
$ | 89.6 | $ | 61.8 | ||||
| Non-GAAP adjustments, net of tax: |
||||||||
| Restructuring charge-Europe |
1.3 | (1) | 1.0 | (1) | ||||
| Legal proceedings settlement income-Europe |
— | (0.6 | )(3) | |||||
| Acquisition activity expense-Europe |
— | 0.1 | (2) | |||||
| Acquisition activity expense-Americas |
0.1 | (2) | 0.8 | (2) | ||||
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| Non-GAAP adjusted net earnings |
$ | 91.0 | $ | 63.1 | ||||
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| Outstanding shares used in per share calculations |
||||||||
| Basic |
48,044,767 | 49,761,160 | ||||||
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| Diluted |
48,573,454 | 50,237,620 | ||||||
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| Non-GAAP adjusted net earnings per share: |
||||||||
| Basic |
$ | 1.89 | $ | 1.27 | ||||
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| Diluted |
$ | 1.87 | $ | 1.26 | ||||
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| Reported net earnings per share: |
||||||||
| Basic |
$ | 1.86 | $ | 1.24 | ||||
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| Diluted |
$ | 1.84 | $ | 1.23 | ||||
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| (1) | Resulting from pre-tax restructuring charges in Europe of approximately $1.3 million in the second quarter of fiscal 2013 and approximately $0.9 million in the second quarter of fiscal 2012 and approximately $1.7 million for the six months of fiscal 2013 and approximately $1.3 million for the six months of fiscal 2012. |
| (2) | Resulting from pre-tax charges for acquisition activity expense in Americas of approximately $0.1 million in the second quarter of fiscal 2013 and $0.7 million in the second quarter of fiscal 2012. Pre-tax charges for acquisition activity expense for the six months of fiscal 2013 in Americas was approximately $0.2 million compared to $0.1 million in Europe and $1.3 million in Americas in the six months of fiscal 2012. |
| (3) | Resulting from pre-tax legal settlement income of approximately $0.9 million in Europe in the second quarter of fiscal 2012 relating to a fiscal 2009 litigation whereby the Company’s share of damages was reduced and monies refunded. |
Summary of Earnings (Unaudited)
(In millions, except share and per share data)
| Quarter ended | ||||||||
| September 30, 2012 |
October 2, 2011 |
|||||||
| Net sales |
$ | 554.2 | $ | 547.2 | ||||
| Gross profit |
138.3 | 114.4 | ||||||
| Operating expenses |
74.1 | 71.9 | ||||||
| Restructuring charges |
1.3 | 0.9 | ||||||
| Legal proceedings settlement income |
— | (0.9 | ) | |||||
| Operating earnings |
62.9 | 42.5 | ||||||
| Earnings before income taxes |
59.7 | 38.4 | ||||||
| Net earnings attributable to EnerSys stockholders |
$ | 43.8 | $ | 28.3 | ||||
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| Net earnings per common share attributable to EnerSys stockholders: |
||||||||
| Basic |
$ | 0.91 | $ | 0.57 | ||||
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| Diluted |
$ | 0.90 | $ | 0.57 | ||||
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| Weighted average shares outstanding: |
||||||||
| Basic |
48,188,331 | 49,469,694 | ||||||
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| Diluted |
48,719,916 | 49,806,964 | ||||||
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| Six Months ended | ||||||||
| September 30, 2012 |
October 2, 2011 |
|||||||
| Net sales |
$ | 1,148.1 | $ | 1,116.4 | ||||
| Gross profit |
286.6 | 236.4 | ||||||
| Operating expenses |
151.8 | 144.8 | ||||||
| Restructuring charges |
1.7 | 1.3 | ||||||
| Legal proceedings settlement income |
— | (0.9 | ) | |||||
| Operating earnings |
133.1 | 91.2 | ||||||
| Earnings before income taxes |
124.0 | 82.5 | ||||||
| Net earnings attributable to EnerSys stockholders |
$ | 89.6 | $ | 61.8 | ||||
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| Net earnings per common share attributable to EnerSys stockholders: |
||||||||
| Basic |
$ | 1.86 | $ | 1.24 | ||||
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| Diluted |
$ | 1.84 | $ | 1.23 | ||||
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| Weighted average shares outstanding: |
||||||||
| Basic |
48,044,767 | 49,761,160 | ||||||
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| Diluted |
48,573,454 | 50,237,620 | ||||||
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EnerSys will host a conference call to discuss the Company’s second quarter fiscal 2013 financial results and provide an overview of the business. The call will conclude with a question and answer session.
The call, scheduled for Tuesday, November 6, 2012 at 9:00 a.m. Eastern Time, will be hosted by John D. Craig, Chairman, President & Chief Executive Officer, and Michael J. Schmidtlein, Senior Vice President Finance and Chief Financial Officer.
A live webcast of the conference call will be available on the Company’s website at http://www.enersys.com under the “Investor Relations” link. Presentation materials to be used in conjunction with the conference call will become available under the aforementioned link shortly following the issuance of this press release.
The conference call information is:
| Date: | Tuesday, November 6, 2012 | |
| Time: | 9:00 a.m. Eastern Time | |
| Via Internet: | http://www.enersys.com | |
| Domestic Dial-In Number: | 800-688-0836 | |
| International Dial-In Number: | 617-614-4072 | |
| Passcode: | 54218518 |
A replay of the conference call will be available from 11:00 a.m. on November 6, 2012 through 11:59 p.m. on December 4, 2012.
The replay information is:
| Via Internet: | http://www.enersys.com | |
| Domestic Replay Number: | 888-286-8010 | |
| International Replay Number: | 617-801-6888 | |
| Passcode: | 45333834 |
For more information, contact Richard Zuidema, Executive Vice President, EnerSys, P.O. Box 14145, Reading, PA 19612-4145, USA. Tel: 800-538-3627; Web site: www.enersys.com.
EDITOR’S NOTE: EnerSys, the world leader in stored energy solutions for industrial applications, manufactures and distributes reserve power and motive power batteries, chargers, power equipment, and battery accessories to customers worldwide. Motive power batteries are utilized in electric fork trucks and other commercial electric powered vehicles. Reserve power batteries are used in the telecommunications and utility industries, uninterruptible power supplies, and numerous applications requiring standby power. The Company also provides aftermarket and customer support services to its customers from over 100 countries through its sales and manufacturing locations around the world under the direction of its Americas, Europe and Asia regional headquarters.
More information regarding EnerSys can be found at www.enersys.com.
Caution Concerning Forward-Looking Statements
This press release, and oral statements made regarding the subjects of this release, contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, or the Reform Act, which may include, but are not limited to, statements regarding EnerSys’ earnings estimates, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts, including statements identified by words such as “believe,” “plan,” “seek,” “expect,” “intend,” “estimate,” “anticipate,” “will,” and similar expressions. All statements addressing operating performance, events, or developments that EnerSys expects or anticipates will occur in the future, including statements relating to sales growth, earnings or earnings per share growth, and market share, as well as statements expressing optimism or pessimism about future operating results, are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are based on management’s current views and assumptions regarding future events and operating performance, and are inherently subject to significant business, economic, and competitive uncertainties and contingencies and changes in circumstances, many of which are beyond the Company’s control. The statements in this press release are made as of the date of this press release, even if subsequently made available by EnerSys on its website or otherwise. EnerSys does not undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.
Although EnerSys does not make forward-looking statements unless it believes it has a reasonable basis for doing so, EnerSys cannot guarantee their accuracy. The foregoing factors, among others, could cause actual results to differ materially from those described in these forward-looking statements. For a list of other factors which could affect EnerSys’ results, including earnings estimates, see EnerSys’ filings with the Securities and Exchange Commission, including “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including “Forward-Looking Statements,” set forth in EnerSys’ Annual Report on Form 10-K for the fiscal year ended March 31, 2012. No undue reliance should be placed on any forward-looking statements.