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): 08/17/2005
EnerSys
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 1-32253
| Delaware | 23-3058564 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. 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 (17CFR240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) |
Items to be Included in this Report
Item 2.02 Results of Operations and Financial Condition.
On August 17, 2005, EnerSys issued an earnings 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 Statement and Exhibits
| (a) | Not applicable |
| (b) | Not applicable |
| (c) | Exhibits |
99.1 Press Release, dated August 17, 2005, of EnerSys regarding first quarter results.
2
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: August 17, 2005 |
By: |
/s/ Michael T. Philion | ||
| Michael T. Philion | ||||
| Executive Vice President - Finance and Chief Financial Officer | ||||
3
Exhibit 99.1
EnerSys Reports First Quarter Fiscal Year 2006 Results
READING, PA, August 17, 2005/PRNewswire-FirstCall/ — EnerSys (NYSE:ENS), the world’s largest manufacturer, marketer and distributor of industrial batteries, announced net earnings for its first fiscal quarter of 2006 ending July 3, 2005 of $8.8 million, or $0.19 per share basic and diluted, compared to net earnings of $9.0 million and net earnings available to common shareholders of $0.9 million, or $0.08 per share basic and diluted, in the prior year’s first fiscal quarter. These results are within the range of the $0.18 to $0.22 diluted net earnings per share guidance previously provided.
Pro forma basic and diluted net earnings per share were $0.19 for the first fiscal quarter of 2006 compared to pro forma basic and diluted net earnings per share of $0.23 in the first fiscal quarter of 2005. Our pro forma adjustments primarily relate to the effect of our IPO and the elimination of our non-cash Series A convertible stock dividend.
Net sales for the first fiscal quarter of 2006 were $303.8 million compared to $263.3 million in our prior year first fiscal quarter, or an increase of 15.4%. Our results reflect the inclusion of our acquisition of FIAMM SpA’s motive power business from June 1 through July 3. This acquisition contributed sales of approximately $7 million in the quarter. Excluding the favorable impact of foreign currency translation (primarily from the Euro), our first fiscal quarter of 2006 net sales increased approximately 14% over our prior year first quarter.
EnerSys’ first fiscal quarter of 2006 operating results for its reporting segments, compared to the first fiscal quarter of 2005 are as follows (in millions).
| Three months ended | ||||||||||||
| July 3, 2005 |
July 4, 2004 | |||||||||||
| Net Sales |
Operating Earnings |
Net Sales |
Operating Earnings | |||||||||
| Reserve Power |
$ | 136.3 | $ | 8.4 | $ | 124.8 | $ | 11.1 | ||||
| Motive Power |
167.5 | 9.2 | 138.5 | 11.0 | ||||||||
| $ | 303.8 | $ | 17.6 | $ | 263.3 | $ | 22.1 | |||||
“EnerSys continues to successfully address the dynamic market challenges of higher commodity costs by increasing prices and achieving further cost reductions. We expect to experience our highest lead cost for fiscal 2006 in our second fiscal quarter, and our lead costs should then decrease in the second half of fiscal 2006 due to the recent drop in lead prices. This has provided us with the opportunity to increase our lead hedge position, which will have a positive impact on our second half,” stated John D. Craig, Chairman, President and Chief Executive Officer. “As we previously noted, the recently completed FIAMM SpA motive power acquisition will be dilutive by approximately $0.02 for fiscal year 2006, the majority of which will occur in our second quarter of fiscal 2006. This, in combination with the impact of lead prices and that historically our second quarter is our lowest sales volume quarter of the year, should result in diluted net earnings per share between $0.11 and $0.15 for our second quarter.”
This press release contains forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), that are based on management’s current expectations and are subject to uncertainties and changes in circumstances. Our actual results may differ materially from our forward-looking statements for a number of reasons. For a list of the factors, which could affect our 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 fiscal quarter ended July 3, 2005, which was filed with the U.S. Securities and Exchange Commission.
This press release contains pro forma earnings per share data 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. As described in the footnotes to the tables and the reconciliation provided below, these measures, as used by EnerSys, adjust net earnings determined in accordance with GAAP to exclude items associated with our IPO. 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
Summary of Earnings
(In millions, except share and per share data)
(Unaudited)
EnerSys and Subsidiaries
| Three months ended |
|||||||
| July 3, 2005 |
July 4, 2004 |
||||||
| Net sales |
$ | 303.8 | $ | 263.3 | |||
| Gross profit |
66.5 | 66.7 | |||||
| Operating earnings |
17.6 | 22.1 | |||||
| Earnings before income taxes |
13.3 | 14.4 | |||||
| Net earnings |
8.8 | 9.0 | |||||
| Series A convertible preferred stock dividends |
— | (8.2 | ) | ||||
| Net earnings available to common stockholders |
$ | 8.8 | $ | 0.9 | |||
| Net earnings per common share |
|||||||
| Basic |
$ | 0.19 | $ | 0.08 | |||
| Diluted |
$ | 0.19 | $ | 0.08 | |||
| Weighted average shares outstanding |
|||||||
| Basic |
46,166,709 | 11,014,421 | |||||
| Diluted |
46,366,789 | 11,516,868 | |||||
| Pro forma net earnings per common share (1) |
|||||||
| Basic |
$ | 0.19 | $ | 0.23 | |||
| Diluted |
$ | 0.19 | $ | 0.23 | |||
| Pro forma weighted average shares outstanding |
|||||||
| Basic |
45,945,559 | 45,945,559 | |||||
| Diluted |
46,448,006 | 46,448,006 | |||||
| (1) | Giving effect to our IPO as if it occurred at the beginning of the first quarter of fiscal 2005. Fiscal 2005 first quarter pro forma net earnings per share includes $1.4 of reduced interest expense (net of tax) resulting from the assumed repayment of debt from the IPO proceeds as if it occurred on April 1, 2004, and the elimination of the Series A convertible preferred stock dividend of $8.2. |
Included below is our reconciliation of non-GAAP financial measures to reported amounts:
Pro forma net earnings are calculated giving effect to the IPO as if it occurred as of the beginning of the pro forma periods presented. Pro forma basic and diluted weighted-average share amounts are calculated as of the IPO effective date.
| Three months ended |
||||||||
| July 3, 2005 |
July 4, 2004 |
|||||||
| (in millions, except share and per share amounts) | ||||||||
| Net earnings reconciliation: |
||||||||
| As reported net earnings available to common shareholders |
$ | 8.8 | $ | 0.9 | ||||
| Pro forma adjustments (net of tax): |
||||||||
| Interest expense |
— | 1.4 | (1) | |||||
| Series A convertible stock dividend |
— | 8.2 | ||||||
| Total pro forma adjustments |
— | 9.6 | ||||||
| Pro forma net earnings available to common shareholders |
$ | 8.8 | $ | 10.5 | ||||
| Basic shares reconciliation: |
||||||||
| As reported basic weighted average shares |
46,166,709 | 11,014,421 | ||||||
| Pro forma adjustments: |
||||||||
| Assumed beginning of fiscal 2005 year weighting |
(221,150 | ) | — | |||||
| Preferred stock converted |
— | 22,431,138 | ||||||
| New shares issued in IPO |
— | 12,500,000 | ||||||
| Total pro forma adjustments |
(221,150 | ) | 34,931,138 | |||||
| Pro forma basic weighted average shares |
45,945,559 | 45,945,559 | ||||||
| Diluted shares reconciliation: |
||||||||
| As reported diluted weighted average shares |
46,366,788 | 11,516,868 | ||||||
| Pro forma adjustments: |
||||||||
| Adjust dilutive options to IPO effective date |
81,218 | — | ||||||
| Preferred stock converted |
— | 22,431,138 | ||||||
| New shares issued in IPO |
— | 12,500,000 | ||||||
| Total pro forma adjustments |
81,218 | 34,931,138 | ||||||
| Pro forma diluted weighted average shares |
46,448,006 | 46,448,006 | ||||||
| Pro forma earnings per share: |
||||||||
| Basic |
$ | 0.19 | $ | 0.23 | ||||
| Diluted |
$ | 0.19 | $ | 0.23 | ||||
| Reported earnings per share: |
||||||||
| Basic |
$ | 0.19 | $ | 0.08 | ||||
| Diluted |
$ | 0.19 | $ | 0.08 | ||||
| (1) | Resulting from the assumed prepayment of debt from the IPO proceeds as if it occurred on April 1, 2004. |
As previously announced on July 29, 2005, EnerSys will host a conference call to discuss the Company’s first fiscal quarter 2006 financial results and to provide an overview of the business. The call will conclude with a question and answer session.
The call, scheduled for August 18, 2005 at 9:00 a.m. Eastern Time, will be hosted by John D. Craig, Chairman, President & Chief Executive Officer and Michael T. Philion, Executive Vice President – Finance & Chief Financial Officer.
The call will also be Webcast on EnerSys’ website. There will be a free download of a compatible media player on the Company’s website at http://www.enersys.com.
The conference call information is:
| Date: |
Thursday, August 18, 2005 | |
| Time: |
9:00 a.m. Eastern Time | |
| Via Internet: |
http://www.enersys.com | |
| Domestic Call-In Number: |
800-688-0836 | |
| International Dial-In Number: |
617-614-4072 | |
| Passcode: |
85253644 |
A replay of the conference call will be available from 11:00 a.m. on August 18, 2005, through midnight on September 15, 2005.
The replay information is:
| Via Internet: |
http://www.enersys.com | |
| Domestic Replay Number: |
888-286-8010 | |
| International Replay Number: |
617-801-6888 | |
| Passcode: |
68497323 |
For more information, please contact Richard Zuidema, Executive Vice President, EnerSys, P.O. Box 14145, Reading, PA 19612-4145. Tel: 800-538-3627; Website http://www.enersys.com.
About EnerSys
EnerSys, the world leader in stored energy solutions for industrial applications, manufactures, distributes and services reserve power and motive power batteries, chargers, power equipment, and battery accessories to customers worldwide. Reserve power batteries are used in the telecommunications and utility industries, uninterruptible power suppliers, and numerous applications requiring standby power. Motive power batteries are utilized in electric fork trucks and other commercial electric powered vehicles. 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.
More information regarding EnerSys can be found at http://www.enersys.com.