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