☒
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
☐
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to
|
Delaware
|
|
23-3058564
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value per share
|
|
ENS
|
|
New York Stock Exchange
|
Large Accelerated Filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
|
|
|
Non-accelerated filer
|
|
☐ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
|
|
|
|
(1)
|
For this purpose only, “non-affiliates” excludes directors and executive officers.
|
•
|
economic, financial and other impacts of the COVID-19 pandemic;
|
•
|
general cyclical patterns of the industries in which our customers operate;
|
•
|
the extent to which we cannot control our fixed and variable costs;
|
•
|
the raw materials in our products may experience significant fluctuations in market price and availability;
|
•
|
certain raw materials constitute hazardous materials that may give rise to costly environmental and safety claims;
|
•
|
legislation regarding the restriction of the use of certain hazardous substances in our products;
|
•
|
risks involved in our operations such as disruption of markets, changes in import and export laws, environmental regulations, currency restrictions and local currency exchange rate fluctuations;
|
•
|
our ability to raise our selling prices to our customers when our product costs increase;
|
•
|
the extent to which we are able to efficiently utilize our global manufacturing facilities and optimize our capacity;
|
•
|
general economic conditions in the markets in which we operate;
|
•
|
competitiveness of the battery markets and other energy solutions for industrial applications throughout the world;
|
•
|
our timely development of competitive new products and product enhancements in a changing environment and the acceptance of such products and product enhancements by customers;
|
•
|
our ability to adequately protect our proprietary intellectual property, technology and brand names;
|
•
|
litigation and regulatory proceedings to which we might be subject;
|
•
|
our expectations concerning indemnification obligations;
|
•
|
changes in our market share in the geographic business segments where we operate;
|
•
|
our ability to implement our cost reduction initiatives successfully and improve our profitability;
|
•
|
quality problems associated with our products;
|
•
|
our ability to implement business strategies, including our acquisition strategy, manufacturing expansion and restructuring plans;
|
•
|
our acquisition strategy may not be successful in locating advantageous targets;
|
•
|
our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we acquire into our operations and our ability to realize related revenue synergies, strategic gains, and cost savings may be significantly harder to achieve, if at all, or may take longer to achieve;
|
•
|
potential goodwill impairment charges, future impairment charges and fluctuations in the fair values of reporting units or of assets in the event projected financial results are not achieved within expected time frames;
|
•
|
our debt and debt service requirements which may restrict our operational and financial flexibility, as well as imposing unfavorable interest and financing costs;
|
•
|
our ability to maintain our existing credit facilities or obtain satisfactory new credit facilities;
|
•
|
adverse changes in our short and long-term debt levels under our credit facilities;
|
•
|
our exposure to fluctuations in interest rates on our variable-rate debt;
|
•
|
our ability to attract and retain qualified management and personnel;
|
•
|
our ability to maintain good relations with labor unions;
|
•
|
credit risk associated with our customers, including risk of insolvency and bankruptcy;
|
•
|
our ability to successfully recover in the event of a disaster affecting our infrastructure, supply chain, or our facilities, such as the Richmond, Kentucky facility, including, but not limited to, satisfactory resolution of insurance coverage and claims for both property damage, business interruption and other insurable losses, strategy for business interruption and revenue loss;
|
•
|
occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, pandemics, outbreaks of hostilities or terrorist acts, or the effects of climate change, and our ability to deal effectively with damages or disruptions caused by the foregoing; and
|
•
|
the operation, capacity and security of our information systems and infrastructure.
|
|
Page
|
|
|
||
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 1B.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
|
|
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
Item 7.
|
||
|
|
|
Item 7A.
|
||
|
|
|
Item 8.
|
||
|
|
|
Item 9.
|
||
|
|
|
Item 9A.
|
||
|
|
|
Item 9B.
|
||
|
|
|
|
|
|
|
|
|
Item 10.
|
||
|
|
|
Item 11.
|
||
|
|
|
Item 12.
|
||
|
|
|
Item 13.
|
||
|
|
|
Item 14.
|
||
|
|
|
|
|
|
|
|
|
Item 15.
|
||
|
|
|
|
ITEM 1.
|
BUSINESS
|
•
|
Americas, which includes North and South America, with our segment headquarters in Reading, Pennsylvania, U.S.A.;
|
•
|
EMEA, which includes Europe, the Middle East and Africa, with our segment headquarters in Zug, Switzerland; and
|
•
|
Asia, which includes Asia, Australia and Oceania, with our segment headquarters in Singapore.
|
•
|
Reserve power products are used for backup power for the continuous operation of critical applications in telecommunications systems, uninterruptible power systems, or “UPS” applications for computer and computer-controlled systems, and other specialty power applications, including medical and security systems, premium starting, lighting and ignition applications, in switchgear, electrical control systems used in electric utilities, large-scale energy storage, energy pipelines, in commercial aircraft, satellites, military aircraft, submarines, ships and tactical vehicles. Reserve power products also include thermally managed cabinets and enclosures for electronic equipment and batteries. With the Alpha acquisition, we are a provider of highly integrated power solutions and services to broadband, telecom, renewable and industrial customers.
|
•
|
Motive power products are used to provide power for electric industrial forklifts used in manufacturing, warehousing and other material handling applications as well as mining equipment, diesel locomotive starting and other rail equipment.
|
•
|
the design and development of new products;
|
•
|
optimizing and expanding our existing product offering;
|
•
|
waste and scrap reduction;
|
•
|
production efficiency and utilization;
|
•
|
capacity expansion without additional facilities; and
|
•
|
quality attribute maximization.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
multiple and potentially conflicting laws, regulations and policies that are subject to change;
|
•
|
imposition of currency restrictions, restrictions on repatriation of earnings or other restraints imposition of burdensome import duties, tariffs or quotas;
|
•
|
changes in trade agreements;
|
•
|
imposition of new or additional trade and economic sanctions laws imposed by the U.S. or foreign governments;
|
•
|
war or terrorist acts; and
|
•
|
political and economic instability or civil unrest that may severely disrupt economic activity in affected countries.
|
•
|
increase our vulnerability to adverse general economic and industry conditions, including interest rate fluctuations, because a portion of our borrowings bear, and will continue to bear, interest at floating rates;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to debt service payments, which would reduce the availability of our cash to fund working capital, capital expenditures or other general corporate purposes, including acquisitions;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and industry;
|
•
|
restrict our ability to introduce new products or new technologies or exploit business opportunities;
|
•
|
place us at a disadvantage compared with competitors that have proportionately less debt;
|
•
|
limit our ability to borrow additional funds in the future, if we need them, due to financial and restrictive covenants in our debt agreements; and
|
•
|
have a material adverse effect on us if we fail to comply with the financial and restrictive covenants in our debt agreements.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Period
|
|
(a)
Total number
of shares (or
units)
purchased
|
|
(b)
Average price
paid per share
(or unit)
|
|
(c)
Total number of
shares (or units)
purchased as part of
publicly announced
plans or programs
|
|
(d)
Maximum number
(or approximate
dollar value) of shares
(or units) that may be
purchased under the
plans or programs(1)(2)
|
||||||
December 30, 2019 - January 26, 2020
|
|
7,208
|
|
|
$
|
74.75
|
|
|
—
|
|
|
$
|
9,002,889
|
|
January 27, 2020 - February 23, 2020
|
|
9,021
|
|
|
72.21
|
|
|
—
|
|
|
9,002,889
|
|
||
February 24, 2020 - March 31, 2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,002,889
|
|
||
Total
|
|
16,229
|
|
|
$
|
73.34
|
|
|
—
|
|
|
|
(1)
|
The Company's Board of Directors has authorized the Company to repurchase up to such number of shares as shall equal the dilutive effects of any equity based award granted during such fiscal year under the 2017 Equity Incentive Plan and the number of shares exercised through stock option awards during such fiscal year.
|
(2)
|
On November 8, 2017, the Company announced the establishment of a $100 million stock repurchase authorization, with no expiration date and a remaining authorization of $59.1 million. The authorization is in addition to the existing stock repurchase programs.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Americas, which includes North and South America, with our segment headquarters in Reading, Pennsylvania, U.S.A.;
|
•
|
EMEA, which includes Europe, the Middle East and Africa, with our segment headquarters in Zug, Switzerland; and
|
•
|
Asia, which includes Asia, Australia and Oceania, with our segment headquarters in Singapore.
|
•
|
global economic conditions and general cyclical patterns of the industries in which our customers operate;
|
•
|
changes in our selling prices and, in periods when our product costs increase, our ability to raise our selling prices to pass such cost increases through to our customers;
|
•
|
the extent to which we are able to efficiently utilize our global manufacturing facilities and optimize our capacity;
|
•
|
the extent to which we can control our fixed and variable costs, including those for our raw materials, manufacturing, distribution and operating activities;
|
•
|
changes in our level of debt and changes in the variable interest rates under our credit facilities; and
|
•
|
the size and number of acquisitions and our ability to achieve their intended benefits.
|
•
|
Reserve power products are used for backup power for the continuous operation of critical applications in telecommunications systems, uninterruptible power systems, or “UPS” applications for computer and computer-controlled systems, and other specialty power applications, including medical and security systems, premium starting, lighting and ignition applications, in switchgear, electrical control systems used in electric utilities, large-scale energy storage, energy pipelines, in commercial aircraft, satellites, military aircraft, submarines, ships and tactical vehicles. Reserve power products also include thermally managed cabinets and enclosures for electronic equipment and batteries. With the recent Alpha acquisition, we are a provider of highly integrated power solutions and services to broadband, telecom, renewable and industrial customers.
|
•
|
Motive power products are used to provide power for electric industrial forklifts used in manufacturing, warehousing and other material handling applications as well as mining equipment, diesel locomotive starting and other rail equipment.
|
•
|
interpretation of contractual rights and obligations;
|
•
|
the status of government regulatory initiatives, interpretations and investigations;
|
•
|
the status of settlement negotiations;
|
•
|
prior experience with similar types of claims;
|
•
|
whether there is available insurance coverage; and
|
•
|
advice of outside counsel.
|
|
|
Fiscal 2020
|
|
Fiscal 2019
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions |
|
%
|
|||||||||
Net sales
|
|
$
|
3,087.8
|
|
|
100.0
|
%
|
|
$
|
2,808.0
|
|
|
100.0
|
%
|
|
$
|
279.8
|
|
|
10.0
|
%
|
Cost of goods sold
|
|
2,301.0
|
|
|
74.5
|
|
|
2,104.6
|
|
|
74.9
|
|
|
196.4
|
|
|
9.3
|
|
|||
Inventory step up to fair value relating to acquisitions and exit activities
|
|
1.9
|
|
|
0.1
|
|
|
10.3
|
|
|
0.4
|
|
|
(8.4
|
)
|
|
(82.1
|
)
|
|||
Gross profit
|
|
784.9
|
|
|
25.4
|
|
|
693.1
|
|
|
24.7
|
|
|
91.8
|
|
|
13.3
|
|
|||
Operating expenses
|
|
529.7
|
|
|
17.1
|
|
|
441.4
|
|
|
15.7
|
|
|
88.3
|
|
|
20.0
|
|
|||
Restructuring, exit and other charges
|
|
20.8
|
|
|
0.7
|
|
|
34.8
|
|
|
1.2
|
|
|
(14.0
|
)
|
|
(40.2
|
)
|
|||
Impairment of goodwill
|
|
39.7
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
39.7
|
|
|
NM
|
|
|||
Impairment of indefinite-lived intangibles
|
|
4.5
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|
NM
|
|
|||
Legal proceedings charge, net
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
0.2
|
|
|
(4.4
|
)
|
|
NM
|
|
|||
Operating earnings
|
|
190.2
|
|
|
6.1
|
|
|
212.5
|
|
|
7.6
|
|
|
(22.3
|
)
|
|
(10.5
|
)
|
|||
Interest expense
|
|
43.7
|
|
|
1.4
|
|
|
30.9
|
|
|
1.1
|
|
|
12.8
|
|
|
41.5
|
|
|||
Other (income) expense, net
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Earnings before income taxes
|
|
147.0
|
|
|
4.7
|
|
|
182.1
|
|
|
6.5
|
|
|
(35.1
|
)
|
|
(19.4
|
)
|
|||
Income tax expense
|
|
9.9
|
|
|
0.3
|
|
|
21.6
|
|
|
0.8
|
|
|
(11.7
|
)
|
|
(54.5
|
)
|
|||
Net earnings
|
|
137.1
|
|
|
4.4
|
|
|
160.5
|
|
|
5.7
|
|
|
(23.4
|
)
|
|
(14.6
|
)
|
|||
Net earnings attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
(0.3
|
)
|
|
NM
|
|
|||
Net earnings attributable to EnerSys stockholders
|
|
$
|
137.1
|
|
|
4.4
|
%
|
|
$
|
160.2
|
|
|
5.7
|
%
|
|
$
|
(23.1
|
)
|
|
(14.4
|
)%
|
|
|
Fiscal 2020
|
|
Fiscal 2019
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
% Net
Sales
|
|
In
Millions
|
|
% Net
Sales
|
|
In
Millions
|
|
%
|
|||||||||
Americas
|
|
$
|
2,082.3
|
|
|
67.4
|
%
|
|
$
|
1,690.9
|
|
|
60.2
|
%
|
|
$
|
391.4
|
|
|
23.1
|
%
|
EMEA
|
|
787.3
|
|
|
25.5
|
|
|
860.6
|
|
|
30.7
|
|
|
(73.3
|
)
|
|
(8.5
|
)
|
|||
Asia
|
|
218.2
|
|
|
7.1
|
|
|
256.5
|
|
|
9.1
|
|
|
(38.3
|
)
|
|
(14.9
|
)
|
|||
Total net sales
|
|
$
|
3,087.8
|
|
|
100.0
|
%
|
|
$
|
2,808.0
|
|
|
100.0
|
%
|
|
$
|
279.8
|
|
|
10.0
|
%
|
|
|
Fiscal 2020
|
|
Fiscal 2019
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Reserve power
|
|
$
|
1,739.6
|
|
|
56.3
|
%
|
|
$
|
1,416.2
|
|
|
50.4
|
%
|
|
$
|
323.4
|
|
|
22.8
|
%
|
Motive power
|
|
1,348.2
|
|
|
43.7
|
|
|
1,391.8
|
|
|
49.6
|
|
|
(43.6
|
)
|
|
(3.1
|
)
|
|||
Total net sales
|
|
$
|
3,087.8
|
|
|
100.0
|
%
|
|
$
|
2,808.0
|
|
|
100.0
|
%
|
|
$
|
279.8
|
|
|
10.0
|
%
|
|
|
Fiscal 2020
|
|
Fiscal 2019
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Gross profit
|
|
$
|
784.9
|
|
|
25.4
|
%
|
|
$
|
693.1
|
|
|
24.7
|
%
|
|
$
|
91.8
|
|
|
13.3
|
%
|
|
|
Fiscal 2020
|
|
Fiscal 2019
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Operating expenses
|
|
$
|
529.7
|
|
|
17.1
|
%
|
|
$
|
441.4
|
|
|
15.7
|
%
|
|
$
|
88.3
|
|
|
20.0
|
%
|
Restructuring, exit and other charges
|
|
20.8
|
|
|
0.7
|
|
|
34.8
|
|
|
1.2
|
|
|
(14.0
|
)
|
|
(40.2
|
)
|
|||
Impairment of goodwill
|
|
39.7
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
39.7
|
|
|
NM
|
|
|||
Impairment of indefinite-lived intangibles
|
|
4.5
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|
NM
|
|
|||
Legal proceedings charge, net
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
0.2
|
|
|
(4.4
|
)
|
|
NM
|
|
|
|
Fiscal 2020
|
|
Fiscal 2019
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales(1)
|
|
In
Millions
|
|
As %
Net Sales(1)
|
|
In
Millions
|
|
%
|
|||||||||
Americas
|
|
$
|
206.9
|
|
|
9.9
|
%
|
|
$
|
186.9
|
|
|
11.0
|
%
|
|
$
|
20.0
|
|
|
10.8
|
%
|
EMEA
|
|
50.2
|
|
|
6.4
|
|
|
71.9
|
|
|
8.4
|
|
|
(21.7
|
)
|
|
(30.3
|
)
|
|||
Asia
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
1.3
|
|
|
(3.2
|
)
|
|
(100.0
|
)
|
|||
Subtotal
|
|
257.1
|
|
|
8.3
|
|
|
262.0
|
|
|
9.3
|
|
|
(4.9
|
)
|
|
(1.9
|
)
|
|||
Inventory step up to fair value relating to acquisitions and exit activities
- Americas
|
|
(1.9
|
)
|
|
(0.1
|
)
|
|
(7.2
|
)
|
|
(0.4
|
)
|
|
5.3
|
|
|
NM
|
|
|||
Restructuring charges - Americas
|
|
(2.5
|
)
|
|
(0.1
|
)
|
|
(4.0
|
)
|
|
(0.2
|
)
|
|
1.5
|
|
|
(36.4
|
)
|
|||
Inventory adjustment relating to exit activities - EMEA
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
(0.3
|
)
|
|
2.6
|
|
|
NM
|
|
|||
Restructuring and other exit charges - EMEA
|
|
(11.3
|
)
|
|
(1.4
|
)
|
|
(27.0
|
)
|
|
(3.1
|
)
|
|
15.7
|
|
|
(54.0
|
)
|
|||
Inventory adjustment relating to exit activities - Asia
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|
0.5
|
|
|
NM
|
|
|||
Restructuring charges - Asia
|
|
(1.5
|
)
|
|
(0.7
|
)
|
|
(3.8
|
)
|
|
(1.4
|
)
|
|
2.3
|
|
|
(61.0
|
)
|
|||
Fixed asset write-off relating to exit activities and other - Americas
|
|
(5.5
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|
NM
|
|
|||
Impairment of indefinite-lived intangibles - EMEA
|
|
(4.5
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
NM
|
|
|||
Impairment of goodwill - Asia
|
|
(39.7
|
)
|
|
(18.2
|
)
|
|
—
|
|
|
—
|
|
|
(39.7
|
)
|
|
NM
|
|
|||
Legal proceedings charge, net - EMEA
|
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
|
(0.5
|
)
|
|
4.4
|
|
|
NM
|
|
|||
Total operating earnings
|
|
$
|
190.2
|
|
|
6.1
|
%
|
|
$
|
212.5
|
|
|
7.6
|
%
|
|
$
|
(22.3
|
)
|
|
(10.5
|
)%
|
(1)
|
The percentages shown for the segments are computed as a percentage of the applicable segment’s net sales.
|
|
|
Fiscal 2020
|
|
Fiscal 2019
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Interest expense
|
|
$
|
43.7
|
|
|
1.4
|
%
|
|
$
|
30.9
|
|
|
1.1
|
%
|
|
$
|
12.8
|
|
|
41.5
|
%
|
|
|
Fiscal 2020
|
|
Fiscal 2019
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Other (income) expense, net
|
|
$
|
(0.5
|
)
|
|
—
|
%
|
|
$
|
(0.5
|
)
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
|
Fiscal 2020
|
|
Fiscal 2019
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Earnings before income taxes
|
|
$
|
147.0
|
|
|
4.7
|
%
|
|
$
|
182.1
|
|
|
6.5
|
%
|
|
$
|
(35.1
|
)
|
|
(19.4
|
)%
|
|
|
Fiscal 2020
|
|
Fiscal 2019
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Income tax expense
|
|
$
|
9.9
|
|
|
0.3
|
%
|
|
$
|
21.6
|
|
|
0.8
|
%
|
|
$
|
(11.7
|
)
|
|
(54.5
|
)%
|
Effective tax rate
|
|
6.7
|
%
|
|
|
|
11.9
|
%
|
|
|
|
(5.2
|
)%
|
|
|
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions |
|
%
|
|||||||||
Net sales
|
|
$
|
2,808.0
|
|
|
100.0
|
%
|
|
$
|
2,581.8
|
|
|
100.0
|
%
|
|
$
|
226.2
|
|
|
8.8
|
%
|
Cost of goods sold
|
|
2,104.6
|
|
|
74.9
|
|
|
1,920.0
|
|
|
74.4
|
|
|
184.6
|
|
|
9.6
|
|
|||
Inventory adjustment relating to acquisition and exit activities
|
|
10.3
|
|
|
0.4
|
|
|
3.4
|
|
|
0.1
|
|
|
6.9
|
|
|
NM
|
|
|||
Gross profit
|
|
693.1
|
|
|
24.7
|
|
|
658.4
|
|
|
25.5
|
|
|
34.7
|
|
|
5.3
|
|
|||
Operating expenses
|
|
441.4
|
|
|
15.7
|
|
|
382.1
|
|
|
14.8
|
|
|
59.3
|
|
|
15.5
|
|
|||
Restructuring and other exit charges
|
|
34.8
|
|
|
1.2
|
|
|
5.5
|
|
|
0.2
|
|
|
29.3
|
|
|
NM
|
|
|||
Legal proceedings charge, net
|
|
4.4
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
NM
|
|
|||
Operating earnings
|
|
212.5
|
|
|
7.6
|
|
|
270.8
|
|
|
10.5
|
|
|
(58.3
|
)
|
|
(21.6
|
)
|
|||
Interest expense
|
|
30.9
|
|
|
1.1
|
|
|
25.0
|
|
|
1.0
|
|
|
5.9
|
|
|
23.5
|
|
|||
Other (income) expense, net
|
|
(0.5
|
)
|
|
—
|
|
|
7.5
|
|
|
0.3
|
|
|
(8.0
|
)
|
|
NM
|
|
|||
Earnings before income taxes
|
|
182.1
|
|
|
6.5
|
|
|
238.3
|
|
|
9.2
|
|
|
(56.2
|
)
|
|
(23.5
|
)
|
|||
Income tax expense
|
|
21.6
|
|
|
0.8
|
|
|
118.5
|
|
|
4.6
|
|
|
(96.9
|
)
|
|
(81.8
|
)
|
|||
Net earnings
|
|
160.5
|
|
|
5.7
|
|
|
119.8
|
|
|
4.6
|
|
|
40.7
|
|
|
34.0
|
|
|||
Net earnings (losses) attributable to noncontrolling interests
|
|
0.3
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.1
|
|
|
62.3
|
|
|||
Net earnings attributable to EnerSys stockholders
|
|
$
|
160.2
|
|
|
5.7
|
%
|
|
$
|
119.6
|
|
|
4.6
|
%
|
|
$
|
40.6
|
|
|
34.0
|
%
|
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
% Net
Sales
|
|
In
Millions
|
|
% Net
Sales
|
|
In
Millions
|
|
%
|
|||||||||
Americas
|
|
$
|
1,690.9
|
|
|
60.2
|
%
|
|
$
|
1,429.8
|
|
|
55.4
|
%
|
|
$
|
261.1
|
|
|
18.3
|
%
|
EMEA
|
|
860.6
|
|
|
30.7
|
|
|
849.5
|
|
|
32.9
|
|
|
11.1
|
|
|
1.3
|
|
|||
Asia
|
|
256.5
|
|
|
9.1
|
|
|
302.5
|
|
|
11.7
|
|
|
(46.0
|
)
|
|
(15.2
|
)
|
|||
Total net sales
|
|
$
|
2,808.0
|
|
|
100.0
|
%
|
|
$
|
2,581.8
|
|
|
100.0
|
%
|
|
$
|
226.2
|
|
|
8.8
|
%
|
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Reserve power
|
|
$
|
1,416.2
|
|
|
50.4
|
%
|
|
$
|
1,247.9
|
|
|
48.3
|
%
|
|
$
|
168.3
|
|
|
13.5
|
%
|
Motive power
|
|
1,391.8
|
|
|
49.6
|
|
|
1,333.9
|
|
|
51.7
|
|
|
57.9
|
|
|
4.3
|
|
|||
Total net sales
|
|
$
|
2,808.0
|
|
|
100.0
|
%
|
|
$
|
2,581.8
|
|
|
100.0
|
%
|
|
$
|
226.2
|
|
|
8.8
|
%
|
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Gross profit
|
|
$
|
693.1
|
|
|
24.7
|
%
|
|
$
|
658.4
|
|
|
25.5
|
%
|
|
$
|
34.7
|
|
|
5.3
|
%
|
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Operating expenses
|
|
$
|
441.4
|
|
|
15.7
|
%
|
|
$
|
382.1
|
|
|
14.8
|
%
|
|
$
|
59.3
|
|
|
15.5
|
%
|
Restructuring and other exit charges
|
|
34.8
|
|
|
1.2
|
|
|
5.5
|
|
|
0.2
|
|
|
29.3
|
|
|
NM
|
|
|||
Legal proceedings charge, net
|
|
4.4
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
NM
|
|
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales(1)
|
|
In
Millions (2)
|
|
As %
Net Sales(1)
|
|
In
Millions
|
|
%
|
|||||||||
Americas
|
|
$
|
186.9
|
|
|
11.0
|
%
|
|
$
|
189.4
|
|
|
13.3
|
%
|
|
$
|
(2.5
|
)
|
|
(1.4
|
)%
|
EMEA
|
|
71.9
|
|
|
8.4
|
|
|
77.7
|
|
|
9.1
|
|
|
(5.8
|
)
|
|
(7.3
|
)
|
|||
Asia
|
|
3.2
|
|
|
1.3
|
|
|
12.6
|
|
|
4.2
|
|
|
(9.4
|
)
|
|
(74.6
|
)
|
|||
Subtotal
|
|
262.0
|
|
|
9.3
|
|
|
279.7
|
|
|
10.8
|
|
|
(17.7
|
)
|
|
(6.4
|
)
|
|||
Inventory adjustment relating to exit activities - Americas
|
|
(7.2
|
)
|
|
(0.4
|
)
|
|
(3.4
|
)
|
|
(0.2
|
)
|
|
(3.8
|
)
|
|
NM
|
|
|||
Restructuring charges - Americas
|
|
(4.0
|
)
|
|
(0.2
|
)
|
|
(1.3
|
)
|
|
(0.1
|
)
|
|
(2.7
|
)
|
|
NM
|
|
|||
Inventory adjustment relating to exit activities - EMEA
|
|
(2.6
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
NM
|
|
|||
Restructuring and other exit charges - EMEA
|
|
(27.0
|
)
|
|
(3.1
|
)
|
|
(4.0
|
)
|
|
(0.5
|
)
|
|
(23.0
|
)
|
|
NM
|
|
|||
Inventory adjustment relating to exit activities - Asia
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
NM
|
|
|||
Restructuring charges - Asia
|
|
(3.8
|
)
|
|
(1.4
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(3.6
|
)
|
|
NM
|
|
|||
Legal proceedings charge - EMEA
|
|
(4.4
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
|
NM
|
|
|||
Total operating earnings
|
|
$
|
212.5
|
|
|
7.6
|
%
|
|
$
|
270.8
|
|
|
10.5
|
%
|
|
$
|
(58.3
|
)
|
|
(21.5
|
)%
|
(1)
|
The percentages shown for the segments are computed as a percentage of the applicable segment’s net sales.
|
(2)
|
Restated for ASU No. 2017-07, “Compensation—Retirement Benefits (Topic 715)”. See Note 1 to the Consolidated Financial Statement for more details.
|
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Interest expense
|
|
$
|
30.9
|
|
|
1.1
|
%
|
|
$
|
25.0
|
|
|
1.0
|
%
|
|
$
|
5.9
|
|
|
23.5
|
%
|
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Increase (Decrease)
|
||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
||||||||
Other (income) expense, net
|
|
$
|
(0.5
|
)
|
|
—
|
%
|
|
$
|
7.5
|
|
|
0.3
|
%
|
|
$
|
(8.0
|
)
|
|
NM
|
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Earnings before income taxes
|
|
$
|
182.1
|
|
|
6.5
|
%
|
|
$
|
238.3
|
|
|
9.2
|
%
|
|
$
|
(56.2
|
)
|
|
(23.5
|
)%
|
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Increase (Decrease)
|
|||||||||||||||
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
As %
Net Sales
|
|
In
Millions
|
|
%
|
|||||||||
Income tax expense
|
|
$
|
21.6
|
|
|
0.8
|
%
|
|
$
|
118.5
|
|
|
4.6
|
%
|
|
$
|
(96.9
|
)
|
|
(81.8
|
)%
|
Effective tax rate
|
|
11.9
|
%
|
|
|
|
49.7
|
%
|
|
|
|
(37.8
|
)%
|
|
|
Balance at March 31, (1) (2) (3)
|
|
Trade
Receivables
|
|
Inventory
|
|
Accounts
Payable
|
|
Primary
Working
Capital
|
|
Quarter
Revenue
Annualized
|
|
Primary
Working
Capital
(%)
|
|||||||||||
|
|
|
|
(in millions)
|
|
|
|
|
|||||||||||||||
2020
|
|
$
|
595.9
|
|
|
$
|
519.5
|
|
|
$
|
(281.9
|
)
|
|
$
|
833.5
|
|
|
$
|
3,127.2
|
|
|
26.7
|
%
|
2019
|
|
624.1
|
|
|
503.9
|
|
|
(292.4
|
)
|
|
835.6
|
|
|
3,186.4
|
|
|
26.2
|
|
|||||
2018
|
|
546.3
|
|
|
414.2
|
|
|
(258.9
|
)
|
|
701.6
|
|
|
2,732.2
|
|
|
25.7
|
|
|
|
Total
|
|
Less than
1 year
|
|
2 to 3
years
|
|
4 to 5
years
|
|
After
5 years
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Debt obligations
|
|
$
|
1,113.2
|
|
|
$
|
38.9
|
|
|
$
|
474.3
|
|
|
$
|
300.0
|
|
|
$
|
300.0
|
|
Short-term debt
|
|
46.5
|
|
|
46.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest on debt
|
|
186.3
|
|
|
41.2
|
|
|
72.0
|
|
|
33.8
|
|
|
39.3
|
|
|||||
Operating leases
|
|
84.1
|
|
|
24.6
|
|
|
32.4
|
|
|
14.0
|
|
|
13.1
|
|
|||||
Tax Act - Transition Tax
|
|
64.8
|
|
|
6.2
|
|
|
12.3
|
|
|
27.0
|
|
|
19.3
|
|
|||||
Pension benefit payments and profit sharing
|
|
36.2
|
|
|
2.8
|
|
|
6.0
|
|
|
7.0
|
|
|
20.4
|
|
|||||
Restructuring
|
|
3.3
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments
|
|
10.7
|
|
|
10.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Lead and foreign currency forward contracts
|
|
3.2
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Finance lease obligations, including interest
|
|
0.6
|
|
|
0.2
|
|
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|||||
Total
|
|
$
|
1,548.9
|
|
|
$
|
177.6
|
|
|
$
|
597.3
|
|
|
$
|
381.9
|
|
|
$
|
392.1
|
|
|
|
Fiscal 2020
|
|
Fiscal 2019
|
||||
|
|
(in millions, except ratios)
|
||||||
Net earnings as reported
|
|
$
|
137.1
|
|
|
$
|
160.5
|
|
Add back:
|
|
|
|
|
||||
Depreciation and amortization
|
|
87.3
|
|
|
63.3
|
|
||
Interest expense
|
|
43.7
|
|
|
30.9
|
|
||
Income tax expense
|
|
9.9
|
|
|
21.6
|
|
||
EBITDA (non GAAP)(1)
|
|
$
|
278.0
|
|
|
$
|
276.3
|
|
Adjustments per credit agreement definitions(2)
|
|
123.6
|
|
|
139.0
|
|
||
Adjusted EBITDA (non-GAAP) per credit agreement(1)
|
|
$
|
401.6
|
|
|
$
|
415.3
|
|
Total net debt(3)
|
|
$
|
905.6
|
|
|
$
|
835.8
|
|
Leverage ratios(4):
|
|
|
|
|
||||
Total net debt/adjusted EBITDA ratio(4)
|
|
2.3 X
|
|
|
2.0 X
|
|
||
Maximum ratio permitted
|
|
3.5 X
|
|
|
4.0 X
|
|
||
Consolidated interest coverage ratio(5)
|
|
9.1 X
|
|
|
9.9 X
|
|
||
Minimum ratio required
|
|
3.0 X
|
|
|
3.0 X
|
|
(1)
|
We have included EBITDA (non-GAAP) and adjusted EBITDA (non-GAAP) because our lenders use them as key measures of our performance. EBITDA is defined as earnings before interest expense, income tax expense, depreciation and amortization. EBITDA is not a measure of financial performance under GAAP and should not be considered an alternative to net earnings or any other measure of performance under GAAP or to cash flows from operating, investing or financing activities as an indicator of cash flows or as a measure of liquidity. Our calculation of EBITDA may be different from the calculations used by other companies, and therefore comparability may be limited. Certain financial covenants in our Amended Credit Facility are based on EBITDA, subject to adjustments, which are shown above. Continued availability of credit under our Amended Credit Facility is critical to our ability to meet our business plans. We believe that an understanding of the key terms of our credit agreement is important to an investor’s understanding of our financial condition and liquidity risks. Failure to comply with our financial covenants, unless waived by our lenders, would mean we could not borrow any further amounts under our revolving credit facility and would give our lenders the right to demand immediate repayment of all outstanding revolving credit and term loans. We would be unable to continue our operations at current levels if we lost the liquidity provided under our credit agreements. Depreciation and amortization in this table excludes the amortization of deferred financing fees, which is included in interest expense.
|
(2)
|
The $123.6 million adjustment to EBITDA in fiscal 2020 primarily related to impairment of goodwill and other intangible assets of $44.2 million, $20.8 million of non-cash stock compensation, inclusion of $18.5 million of six months of pro forma earnings of NorthStar, $20.8 million of restructuring and other exit charges and $1.9 million of inventory adjustments (fair value step up relating to the NorthStar transaction), $14.3 for insurance reimbursement for business interruption due to the Richmond, KY fire and other charges of $3.1 million. The $139.0 million adjustment to EBITDA in fiscal 2019 primarily related to the inclusion of $69.3 million of nine months of pro forma earnings of Alpha, $13.6 million for fees and expenses related to the Alpha transaction, $22.6 million of non-cash stock compensation, $23.2 million of non-cash restructuring and other exit charges and $10.3 million of inventory adjustments (including a fair value step up relating to the Alpha transaction of $7.2 million).
|
(3)
|
Debt includes finance lease obligations and letters of credit and is net of all U.S. cash and cash equivalents and all but $64 million of foreign cash and investments, as defined in the Amended Credit Facility. In fiscal 2020, the amounts deducted in the calculation of net debt were U.S. cash and cash equivalents and foreign cash investments of $262 million, and in fiscal 2019, were $200 million.
|
(4)
|
These ratios are included to show compliance with the leverage ratios set forth in our credit facilities. We show both our current ratios and the maximum ratio permitted or minimum ratio required under our Amended Credit Facility, for fiscal 2020 and fiscal 2019, respectively.
|
(5)
|
As defined in the Amended Credit Facility, interest expense used in the consolidated interest coverage ratio excludes non-cash interest of $1.7 million and $1.3 million for fiscal 2020 and fiscal 2019, respectively.
|
|
|
Fiscal 2020
|
|
Fiscal 2019
|
||||||||||||||||||||||||||||
|
|
June 30,
2019
1st Qtr.
|
|
Sept. 29,
2019
2nd Qtr.
|
|
Dec. 29,
2019
3rd Qtr.
|
|
March 31,
2020
4th Qtr.
|
|
July 1,
2018 1st Qtr. |
|
Sept. 30,
2018 2nd Qtr. |
|
Dec. 30,
2018 3rd Qtr. |
|
March 31,
2019 4th Qtr. |
||||||||||||||||
|
|
(in millions, except share and per share amounts)
|
||||||||||||||||||||||||||||||
Net sales
|
|
$
|
780.2
|
|
|
$
|
762.1
|
|
|
$
|
763.7
|
|
|
$
|
781.8
|
|
|
$
|
670.9
|
|
|
$
|
660.5
|
|
|
$
|
680.0
|
|
|
$
|
796.6
|
|
Cost of goods sold
|
|
578.7
|
|
|
564.8
|
|
|
574.6
|
|
|
582.9
|
|
|
505.1
|
|
|
499.6
|
|
|
511.7
|
|
|
588.2
|
|
||||||||
Inventory step up to fair value relating to acquisitions and exit activities
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
(1.9
|
)
|
|
0.5
|
|
|
—
|
|
|
3.7
|
|
|
6.1
|
|
||||||||
Gross profit
|
|
201.5
|
|
|
197.3
|
|
|
185.3
|
|
|
200.8
|
|
|
165.3
|
|
|
160.9
|
|
|
164.6
|
|
|
202.3
|
|
||||||||
Operating expenses
|
|
130.8
|
|
|
132.3
|
|
|
132.8
|
|
|
133.8
|
|
|
99.3
|
|
|
96.5
|
|
|
112.0
|
|
|
133.6
|
|
||||||||
Restructuring, exit and other charges
|
|
2.4
|
|
|
6.3
|
|
|
9.4
|
|
|
2.7
|
|
|
1.8
|
|
|
1.1
|
|
|
5.4
|
|
|
26.5
|
|
||||||||
Impairment of goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Impairment of indefinite-lived intangibles
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Legal proceedings (settlement income) charge
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
7.2
|
|
||||||||
Operating earnings
|
|
68.3
|
|
|
58.7
|
|
|
43.1
|
|
|
20.1
|
|
|
64.2
|
|
|
63.3
|
|
|
50.0
|
|
|
35.0
|
|
||||||||
Interest expense
|
|
10.9
|
|
|
10.1
|
|
|
11.1
|
|
|
11.6
|
|
|
6.5
|
|
|
6.4
|
|
|
7.1
|
|
|
10.9
|
|
||||||||
Other (income) expense, net
|
|
(1.2
|
)
|
|
0.2
|
|
|
(0.6
|
)
|
|
1.1
|
|
|
0.4
|
|
|
(1.3
|
)
|
|
—
|
|
|
0.4
|
|
||||||||
Earnings before income taxes
|
|
58.6
|
|
|
48.4
|
|
|
32.6
|
|
|
7.4
|
|
|
57.3
|
|
|
58.2
|
|
|
42.9
|
|
|
23.7
|
|
||||||||
Income tax expense (benefit)
|
|
10.0
|
|
|
(14.3
|
)
|
|
5.3
|
|
|
8.9
|
|
|
11.3
|
|
|
10.8
|
|
|
(5.7
|
)
|
|
5.2
|
|
||||||||
Net earnings (loss)
|
|
48.6
|
|
|
62.7
|
|
|
27.3
|
|
|
(1.5
|
)
|
|
46.0
|
|
|
47.4
|
|
|
48.6
|
|
|
18.5
|
|
||||||||
Net earnings attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||||||
Net earnings (loss) attributable to EnerSys stockholders
|
|
$
|
48.6
|
|
|
$
|
62.7
|
|
|
$
|
27.3
|
|
|
$
|
(1.5
|
)
|
|
$
|
45.9
|
|
|
$
|
47.4
|
|
|
$
|
48.4
|
|
|
$
|
18.5
|
|
Net earnings (loss) per common share attributable to EnerSys stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
1.14
|
|
|
$
|
1.48
|
|
|
$
|
0.65
|
|
|
$
|
(0.04
|
)
|
|
$
|
1.09
|
|
|
$
|
1.13
|
|
|
$
|
1.14
|
|
|
$
|
0.43
|
|
Diluted
|
|
$
|
1.13
|
|
|
$
|
1.47
|
|
|
$
|
0.64
|
|
|
$
|
(0.04
|
)
|
|
$
|
1.08
|
|
|
$
|
1.11
|
|
|
$
|
1.12
|
|
|
$
|
0.42
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
42,656,339
|
|
|
42,392,039
|
|
|
42,286,641
|
|
|
42,312,315
|
|
|
42,012,546
|
|
|
42,133,484
|
|
|
42,337,459
|
|
|
42,856,604
|
|
||||||||
Diluted
|
|
43,118,434
|
|
|
42,708,082
|
|
|
42,838,969
|
|
|
42,312,315
|
|
|
42,573,981
|
|
|
42,773,706
|
|
|
43,102,598
|
|
|
43,585,523
|
|
|
|
Fiscal 2020
|
|
Fiscal 2019
|
||||||||||||||||||||||||||||
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
||||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||||||
Net sales by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Americas
|
|
$
|
517.1
|
|
|
$
|
524.9
|
|
|
$
|
503.1
|
|
|
$
|
537.2
|
|
|
$
|
392.5
|
|
|
$
|
388.6
|
|
|
$
|
402.0
|
|
|
$
|
507.8
|
|
EMEA
|
|
203.2
|
|
|
182.8
|
|
|
202.3
|
|
|
199.0
|
|
|
210.5
|
|
|
204.0
|
|
|
217.8
|
|
|
228.3
|
|
||||||||
Asia
|
|
59.9
|
|
|
54.4
|
|
|
58.3
|
|
|
45.6
|
|
|
67.9
|
|
|
67.9
|
|
|
60.2
|
|
|
60.5
|
|
||||||||
Total
|
|
$
|
780.2
|
|
|
$
|
762.1
|
|
|
$
|
763.7
|
|
|
$
|
781.8
|
|
|
$
|
670.9
|
|
|
$
|
660.5
|
|
|
$
|
680.0
|
|
|
$
|
796.6
|
|
Segment net sales as % of total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Americas
|
|
66.3
|
%
|
|
68.9
|
%
|
|
65.9
|
%
|
|
68.7
|
%
|
|
58.5
|
%
|
|
58.8
|
%
|
|
59.1
|
%
|
|
63.7
|
%
|
||||||||
EMEA
|
|
26.0
|
|
|
24.0
|
|
|
26.5
|
|
|
25.5
|
|
|
31.4
|
|
|
30.9
|
|
|
32.0
|
|
|
28.7
|
|
||||||||
Asia
|
|
7.7
|
|
|
7.1
|
|
|
7.6
|
|
|
5.8
|
|
|
10.1
|
|
|
10.3
|
|
|
8.9
|
|
|
7.6
|
|
||||||||
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Fiscal 2020
|
|
Fiscal 2019
|
||||||||||||||||||||||||||||
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
||||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||||||
Net sales by product line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Reserve power
|
|
$
|
435.8
|
|
|
$
|
426.8
|
|
|
$
|
448.2
|
|
|
$
|
428.8
|
|
|
$
|
324.0
|
|
|
$
|
313.4
|
|
|
$
|
329.5
|
|
|
$
|
449.3
|
|
Motive power
|
|
344.4
|
|
|
335.3
|
|
|
315.5
|
|
|
353.0
|
|
|
346.9
|
|
|
347.1
|
|
|
350.5
|
|
|
347.3
|
|
||||||||
Total
|
|
$
|
780.2
|
|
|
$
|
762.1
|
|
|
$
|
763.7
|
|
|
$
|
781.8
|
|
|
$
|
670.9
|
|
|
$
|
660.5
|
|
|
$
|
680.0
|
|
|
$
|
796.6
|
|
Product line net sales as % of total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Reserve power
|
|
55.9
|
%
|
|
56.0
|
%
|
|
58.7
|
%
|
|
54.9
|
%
|
|
48.3
|
%
|
|
47.4
|
%
|
|
48.5
|
%
|
|
56.4
|
%
|
||||||||
Motive power
|
|
44.1
|
|
|
44.0
|
|
|
41.3
|
|
|
45.1
|
|
|
51.7
|
|
|
52.6
|
|
|
51.5
|
|
|
43.6
|
|
||||||||
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Date
|
|
$’s Under Contract
|
|
# Pounds Purchased
|
|
Average
Cost/Pound
|
|
Approximate % of
Lead Requirements (1)
|
|
|
(in millions)
|
|
(in millions)
|
|
|
|
|
March 31, 2020
|
|
$30.1
|
|
35.0
|
|
$0.86
|
|
6%
|
March 31, 2019
|
|
39.2
|
|
42.0
|
|
0.93
|
|
7
|
March 31, 2018
|
|
72.2
|
|
62.9
|
|
1.15
|
|
14
|
(1)
|
Based on the fiscal year lead requirements for the periods then ended.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
Audited Consolidated Financial Statements
|
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s quantitative goodwill and other indefinite-lived intangible assets annual impairment tests. For example, we tested controls over management’s review of the valuation models, the significant assumptions used to develop the estimate including forecasted revenue growth rates and profitability, and the completeness and accuracy of the data used in the valuations.
To test the estimated fair value of the Company’s reporting units and other indefinite-lived intangible assets, we performed audit procedures that included, among others, assessing fair value methodologies and testing the significant assumptions discussed above and the completeness and accuracy of the underlying data used by the Company in its analyses. For example, we compared the significant assumptions used by management to current industry, market and economic trends, to historical results of the Company's business and other guideline companies within the same industry and to other relevant factors. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units and other indefinite-lived intangible assets that would result from changes in the assumptions. We also involved internal valuation specialists to assist in our evaluation of the significant assumptions and methodologies used by the Company. In addition, we tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.
|
|
|
Acquisition of NorthStar
|
Description of the Matter
|
|
As discussed in Note 4 to the Company’s consolidated financial statements, the Company completed the acquisition of N Holding, AB (“NorthStar”) on September 30, 2019 for $77.8 million in cash consideration and the assumption of $107.0 million in debt in a transaction that was accounted for as a business combination. The Company recognized the intangible assets acquired at their estimated fair values as of the date of the acquisition. These valuations required management to make significant judgments, estimates, and assumptions, especially with respect to the identifiable intangible assets, which were based in part upon historical experience and forward-looking information obtained from management of the acquired company.
Auditing the Company's accounting for its acquisition of NorthStar was complex due to the significant estimation uncertainty in determining the fair value of identified intangible assets, which principally consisted of technology-related intangibles of $19.0 million, customer relationships of $9.0 million, and trademarks of $6.0 million. In particular, the income approach used to determine the fair value of acquired identifiable intangible assets was complex and required the use of assumptions that were inherently uncertain. The significant assumptions included discount rates and certain assumptions that form the basis of the forecasted results, including revenue growth rates, profit margins, royalty rates, and terminal growth rates. These significant assumptions are forward-looking and could be affected by future economic and market conditions.
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for the acquisition of NorthStar. For example, we tested controls over the completeness, recognition, and measurement of intangible assets acquired. We also tested controls over management’s review of the valuation models, the significant underlying assumptions used to develop the estimates and the completeness and accuracy of the data used in the valuations.
To test the estimated fair value of the acquired technology-related intangibles, customer relationships and trademarks, we evaluated (1) whether all material intangible assets were properly identified, (2) the significant assumptions discussed above that were used in valuing these intangible assets and (3) the completeness and accuracy of the underlying data used by the Company in its analyses. Specifically, when evaluating the assumptions related to the revenue growth rates and projected profit margins, we compared the assumptions to the past performance of NorthStar in addition to current industry, market, and economic trends. We evaluated whether the assumptions used in developing the discount rate were consistent with the economic environment, market information, management’s plans, and the risk associated with the future cash flows. We also considered whether the assumptions were consistent with evidence obtained in other areas of the audit, such as assumptions used by the Company in the preparation of its budget and performed sensitivity analyses over the significant assumptions to evaluate the changes in the fair value of the identifiable intangible assets that would result from changes in the assumptions. In addition, we involved internal valuation specialists to assist in our evaluation of the significant assumptions and methodologies used by the Company.
|
|
|
Income Taxes - Uncertain Tax Positions
|
Description of the Matter
|
|
As discussed in Note 14 to the Company’s consolidated financial statements, the Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. Also as disclosed in Note 14, over 75% of the Company’s consolidated earnings before taxes are generated in foreign jurisdictions. Uncertainty in a tax position taken or to be taken on a tax return may arise as tax laws are subject to interpretation. The Company must identify its uncertain tax positions and uses significant judgment in (1) determining whether a tax position’s technical merits are more-likely-than-not to be sustained and (2) measuring the amount of tax benefit that qualifies for recognition. As of March 31, 2020, the Company accrued liabilities of $7.8 million for uncertain tax positions.
Auditing the completeness of the Company’s uncertain tax positions and the evaluation of the technical merits of those uncertain tax positions is complex given the scope of its international operations and the significant judgment required in evaluating the technical merits of the Company’s uncertain tax positions.
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over identifying uncertain tax positions and evaluating the technical merits of those positions. For example, we tested controls over the review of the Company’s foreign operations, including the tax positions taken by those operations, differences between statutory and effective tax rates, permanent differences impacting taxable income, and the monitoring of tax audits.
We involved our tax professionals with subject matter expertise in the areas of international taxation and transfer pricing to assess the technical merits of the Company’s tax positions. This included assessing the Company’s correspondence with the relevant tax authorities and evaluating income tax opinions or other third-party advice obtained by the Company. We also used our knowledge of, and experience with, the application of international and local income tax laws by the relevant income tax authorities to evaluate the Company’s accounting for those tax positions. We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and tested the accuracy of the calculations. We also evaluated the Company’s income tax disclosures included in Note 14 to the consolidated financial statements in relation to these matters.
|
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
326,979
|
|
|
$
|
299,212
|
|
Accounts receivable, net of allowance for doubtful accounts
(2020–$15,246; 2019–$10,813) |
|
595,873
|
|
|
624,136
|
|
||
Inventories
|
|
519,460
|
|
|
503,869
|
|
||
Prepaid and other current assets
|
|
120,593
|
|
|
109,431
|
|
||
Total current assets
|
|
1,562,905
|
|
|
1,536,648
|
|
||
Property, plant, and equipment, net
|
|
480,014
|
|
|
409,439
|
|
||
Goodwill
|
|
663,936
|
|
|
656,399
|
|
||
Other intangible assets, net
|
|
455,685
|
|
|
462,316
|
|
||
Deferred taxes
|
|
55,803
|
|
|
40,466
|
|
||
Other assets
|
|
83,355
|
|
|
12,925
|
|
||
Total assets
|
|
$
|
3,301,698
|
|
|
$
|
3,118,193
|
|
Liabilities and Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Short-term debt
|
|
$
|
46,544
|
|
|
$
|
54,490
|
|
Current portion of finance leases
|
|
162
|
|
|
10,113
|
|
||
Accounts payable
|
|
281,873
|
|
|
292,449
|
|
||
Accrued expenses
|
|
271,740
|
|
|
255,881
|
|
||
Total current liabilities
|
|
600,319
|
|
|
612,933
|
|
||
Long-term debt, net of unamortized debt issuance costs
|
|
1,104,731
|
|
|
971,756
|
|
||
Finance leases
|
|
407
|
|
|
175
|
|
||
Deferred taxes
|
|
78,363
|
|
|
82,112
|
|
||
Other liabilities
|
|
213,816
|
|
|
165,200
|
|
||
Total liabilities
|
|
1,997,636
|
|
|
1,832,176
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
||||
Preferred Stock, $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding at March 31, 2020 and at March 31, 2019
|
|
—
|
|
|
—
|
|
||
Common Stock, $0.01 par value per share, 135,000,000 shares authorized, 55,114,808 shares issued and 42,323,305 shares outstanding at March 31, 2020; 54,848,523 shares issued and 42,620,750 shares outstanding at March 31, 2019
|
|
551
|
|
|
548
|
|
||
Additional paid-in capital
|
|
529,100
|
|
|
512,696
|
|
||
Treasury stock at cost, 12,791,503 shares held as of March 31, 2020 and 12,227,773 shares held as of March 31, 2019
|
|
(564,376
|
)
|
|
(530,760
|
)
|
||
Retained earnings
|
|
1,556,980
|
|
|
1,450,325
|
|
||
Accumulated other comprehensive loss
|
|
(215,006
|
)
|
|
(142,682
|
)
|
||
Contra equity - indemnification receivable
|
|
(6,724
|
)
|
|
(7,840
|
)
|
||
Total EnerSys stockholders’ equity
|
|
1,300,525
|
|
|
1,282,287
|
|
||
Nonredeemable noncontrolling interests
|
|
3,537
|
|
|
3,730
|
|
||
Total equity
|
|
1,304,062
|
|
|
1,286,017
|
|
||
Total liabilities and equity
|
|
$
|
3,301,698
|
|
|
$
|
3,118,193
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
Net sales
|
|
$
|
3,087,868
|
|
|
$
|
2,808,017
|
|
|
$
|
2,581,891
|
|
Cost of goods sold
|
|
2,301,148
|
|
|
2,104,612
|
|
|
1,920,030
|
|
|||
Inventory step up to fair value relating to acquisitions and exit activities
|
|
1,854
|
|
|
10,379
|
|
|
3,457
|
|
|||
Gross profit
|
|
784,866
|
|
|
693,026
|
|
|
658,404
|
|
|||
Operating expenses
|
|
529,643
|
|
|
441,415
|
|
|
382,077
|
|
|||
Restructuring, exit and other charges
|
|
20,766
|
|
|
34,709
|
|
|
5,481
|
|
|||
Impairment of goodwill
|
|
39,713
|
|
|
—
|
|
|
—
|
|
|||
Impairment of indefinite-lived intangibles
|
|
4,549
|
|
|
—
|
|
|
—
|
|
|||
Legal proceedings charge, net
|
|
—
|
|
|
4,437
|
|
|
—
|
|
|||
Operating earnings
|
|
190,195
|
|
|
212,465
|
|
|
270,846
|
|
|||
Interest expense
|
|
43,673
|
|
|
30,868
|
|
|
25,001
|
|
|||
Other (income) expense, net
|
|
(415
|
)
|
|
(614
|
)
|
|
7,519
|
|
|||
Earnings before income taxes
|
|
146,937
|
|
|
182,211
|
|
|
238,326
|
|
|||
Income tax expense
|
|
9,821
|
|
|
21,584
|
|
|
118,493
|
|
|||
Net earnings
|
|
137,116
|
|
|
160,627
|
|
|
119,833
|
|
|||
Net earnings attributable to noncontrolling interests
|
|
—
|
|
|
388
|
|
|
239
|
|
|||
Net earnings attributable to EnerSys stockholders
|
|
$
|
137,116
|
|
|
$
|
160,239
|
|
|
$
|
119,594
|
|
Net earnings per common share attributable to EnerSys stockholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.23
|
|
|
$
|
3.79
|
|
|
$
|
2.81
|
|
Diluted
|
|
$
|
3.20
|
|
|
$
|
3.73
|
|
|
$
|
2.77
|
|
Dividends per common share
|
|
$
|
0.70
|
|
|
$
|
0.70
|
|
|
$
|
0.70
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
42,411,834
|
|
|
42,335,023
|
|
|
42,612,036
|
|
|||
Diluted
|
|
42,896,775
|
|
|
43,008,952
|
|
|
43,119,856
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
Net earnings
|
|
$
|
137,116
|
|
|
$
|
160,627
|
|
|
$
|
119,833
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Net unrealized (loss) gain on derivative instruments, net of tax
|
|
(5,793
|
)
|
|
3,295
|
|
|
(5,400
|
)
|
|||
Pension funded status adjustment, net of tax
|
|
(2,003
|
)
|
|
1,712
|
|
|
3,052
|
|
|||
Foreign currency translation adjustment
|
|
(64,721
|
)
|
|
(106,555
|
)
|
|
113,739
|
|
|||
Total other comprehensive (loss) gain, net of tax
|
|
(72,517
|
)
|
|
(101,548
|
)
|
|
111,391
|
|
|||
Total comprehensive income
|
|
64,599
|
|
|
59,079
|
|
|
231,224
|
|
|||
Comprehensive (loss) gain attributable to noncontrolling interests
|
|
(193
|
)
|
|
(195
|
)
|
|
523
|
|
|||
Comprehensive income attributable to EnerSys stockholders
|
|
$
|
64,792
|
|
|
$
|
59,274
|
|
|
$
|
230,701
|
|
(In Thousands, Except Per Share Data)
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional Paid-in
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Contra-Equity
|
|
Total
EnerSys
Stockholders’
Equity
|
|
Non-
redeemable
Non-
Controlling
Interests
|
|
Total
Equity
|
||||||||||||||||||||
Balance at March 31, 2017
|
|
$
|
—
|
|
|
$
|
544
|
|
|
$
|
464,092
|
|
|
$
|
(439,800
|
)
|
|
$
|
1,231,444
|
|
|
$
|
(152,824
|
)
|
|
$
|
—
|
|
|
$
|
1,103,456
|
|
|
$
|
4,913
|
|
|
$
|
1,108,369
|
|
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
19,453
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,453
|
|
|
—
|
|
|
19,453
|
|
||||||||||
Shares issued under equity awards (taxes paid related to net share settlement of equity awards), net
|
|
—
|
|
|
2
|
|
|
(6,533
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,531
|
)
|
|
—
|
|
|
(6,531
|
)
|
||||||||||
Purchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(121,191
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(121,191
|
)
|
|
—
|
|
|
(121,191
|
)
|
||||||||||
Other
|
|
—
|
|
|
—
|
|
|
(402
|
)
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
—
|
|
|
(539
|
)
|
|
—
|
|
|
(539
|
)
|
||||||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119,594
|
|
|
—
|
|
|
—
|
|
|
119,594
|
|
|
239
|
|
|
119,833
|
|
||||||||||
Dividends ($0.70 per common share)
|
|
—
|
|
|
—
|
|
|
678
|
|
|
—
|
|
|
(30,352
|
)
|
|
—
|
|
|
—
|
|
|
(29,674
|
)
|
|
—
|
|
|
(29,674
|
)
|
||||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Pension funded status adjustment (net of tax benefit of $808)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,052
|
|
|
—
|
|
|
3,052
|
|
|
—
|
|
|
3,052
|
|
||||||||||
Net unrealized gain (loss) on derivative instruments (net of tax benefit of $2,071)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,400
|
)
|
|
—
|
|
|
(5,400
|
)
|
|
—
|
|
|
(5,400
|
)
|
||||||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113,455
|
|
|
—
|
|
|
113,455
|
|
|
284
|
|
|
113,739
|
|
||||||||||
Balance at March 31, 2018
|
|
$
|
—
|
|
|
$
|
546
|
|
|
$
|
477,288
|
|
|
$
|
(560,991
|
)
|
|
$
|
1,320,549
|
|
|
$
|
(41,717
|
)
|
|
$
|
—
|
|
|
$
|
1,195,675
|
|
|
$
|
5,436
|
|
|
$
|
1,201,111
|
|
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
22,608
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,608
|
|
|
—
|
|
|
22,608
|
|
||||||||||
Exercise of stock options
|
|
—
|
|
|
2
|
|
|
9,046
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,048
|
|
|
—
|
|
|
9,048
|
|
||||||||||
Shares issued under equity awards (taxes paid related to net share settlement of equity awards), net
|
|
—
|
|
|
—
|
|
|
(3,630
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,630
|
)
|
|
—
|
|
|
(3,630
|
)
|
||||||||||
Purchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,436
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,436
|
)
|
|
—
|
|
|
(56,436
|
)
|
||||||||||
Reissuance of treasury stock, on LIFO basis, towards Alpha purchase consideration
|
|
—
|
|
|
—
|
|
|
6,805
|
|
|
86,463
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,268
|
|
|
—
|
|
|
93,268
|
|
||||||||||
Reissuance of treasury stock towards employee stock purchase plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
204
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
204
|
|
|
—
|
|
|
204
|
|
||||||||||
Contra equity - indemnification receivable for acquisition related tax liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,840
|
)
|
|
(7,840
|
)
|
|
—
|
|
|
(7,840
|
)
|
||||||||||
Other
|
|
—
|
|
|
—
|
|
|
(141
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(141
|
)
|
|
—
|
|
|
(141
|
)
|
||||||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160,239
|
|
|
—
|
|
|
—
|
|
|
160,239
|
|
|
388
|
|
|
160,627
|
|
||||||||||
Dividends ($0.70 per common share)
|
|
—
|
|
|
—
|
|
|
720
|
|
|
—
|
|
|
(30,463
|
)
|
|
—
|
|
|
—
|
|
|
(29,743
|
)
|
|
—
|
|
|
(29,743
|
)
|
||||||||||
Dissolution of joint venture
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,511
|
)
|
|
(1,511
|
)
|
||||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Pension funded status adjustment (net of tax benefit of $120)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,712
|
|
|
—
|
|
|
1,712
|
|
|
—
|
|
|
1,712
|
|
||||||||||
Net unrealized gain (loss) on derivative instruments (net of tax expense of $1,006)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,295
|
|
|
—
|
|
|
3,295
|
|
|
—
|
|
|
3,295
|
|
||||||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,972
|
)
|
|
—
|
|
|
(105,972
|
)
|
|
(583
|
)
|
|
(106,555
|
)
|
||||||||||
Balance at March 31, 2019
|
|
$
|
—
|
|
|
$
|
548
|
|
|
$
|
512,696
|
|
|
$
|
(530,760
|
)
|
|
$
|
1,450,325
|
|
|
$
|
(142,682
|
)
|
|
$
|
(7,840
|
)
|
|
$
|
1,282,287
|
|
|
$
|
3,730
|
|
|
$
|
1,286,017
|
|
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
20,780
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,780
|
|
|
—
|
|
|
20,780
|
|
||||||||||
Exercise of stock options
|
|
—
|
|
|
3
|
|
|
1,414
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,417
|
|
|
—
|
|
|
1,417
|
|
||||||||||
Shares issued under equity awards (taxes paid related to net share settlement of equity awards), net
|
|
—
|
|
|
—
|
|
|
(6,393
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,393
|
)
|
|
—
|
|
|
(6,393
|
)
|
||||||||||
Purchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,561
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,561
|
)
|
|
—
|
|
|
(34,561
|
)
|
||||||||||
Reissuance of treasury stock towards employee stock purchase plan
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
945
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
872
|
|
|
—
|
|
|
872
|
|
||||||||||
Contra equity - adjustment to indemnification receivable for acquisition related tax liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,116
|
|
|
1,116
|
|
|
—
|
|
|
1,116
|
|
||||||||||
Other
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
(80
|
)
|
||||||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137,116
|
|
|
—
|
|
|
—
|
|
|
137,116
|
|
|
—
|
|
|
137,116
|
|
||||||||||
Dividends ($0.70 per common share)
|
|
—
|
|
|
—
|
|
|
756
|
|
|
—
|
|
|
(30,461
|
)
|
|
—
|
|
|
—
|
|
|
(29,705
|
)
|
|
—
|
|
|
(29,705
|
)
|
||||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Pension funded status adjustment (net of tax expense of $468)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,003
|
)
|
|
—
|
|
|
(2,003
|
)
|
|
—
|
|
|
(2,003
|
)
|
||||||||||
Net unrealized gain (loss) on derivative instruments (net of tax benefit of $1,793)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,793
|
)
|
|
—
|
|
|
(5,793
|
)
|
|
—
|
|
|
(5,793
|
)
|
||||||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64,528
|
)
|
|
—
|
|
|
(64,528
|
)
|
|
(193
|
)
|
|
(64,721
|
)
|
||||||||||
Balance at March 31, 2020
|
|
$
|
—
|
|
|
$
|
551
|
|
|
$
|
529,100
|
|
|
$
|
(564,376
|
)
|
|
$
|
1,556,980
|
|
|
$
|
(215,006
|
)
|
|
$
|
(6,724
|
)
|
|
$
|
1,300,525
|
|
|
$
|
3,537
|
|
|
$
|
1,304,062
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
137,116
|
|
|
$
|
160,627
|
|
|
$
|
119,833
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
87,344
|
|
|
63,348
|
|
|
54,317
|
|
|||
Write-off of assets relating to restructuring and other exit charges
|
|
10,986
|
|
|
26,308
|
|
|
3,736
|
|
|||
Impairment of goodwill
|
|
39,713
|
|
|
—
|
|
|
—
|
|
|||
Impairment of indefinite-lived intangibles and fixed assets
|
|
4,549
|
|
|
—
|
|
|
—
|
|
|||
Derivatives not designated in hedging relationships:
|
|
|
|
|
|
|
||||||
Net losses (gains)
|
|
178
|
|
|
1,856
|
|
|
(180
|
)
|
|||
Cash (settlements) proceeds
|
|
(793
|
)
|
|
(1,802
|
)
|
|
43
|
|
|||
Provision for doubtful accounts
|
|
4,821
|
|
|
1,385
|
|
|
822
|
|
|||
Deferred income taxes
|
|
(16,486
|
)
|
|
(6,456
|
)
|
|
(20,313
|
)
|
|||
Non-cash interest expense
|
|
1,673
|
|
|
1,316
|
|
|
1,603
|
|
|||
Stock-based compensation
|
|
20,780
|
|
|
22,608
|
|
|
19,453
|
|
|||
(Gain) loss on disposal of property, plant, and equipment
|
|
(86
|
)
|
|
(258
|
)
|
|
116
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
26,486
|
|
|
5,974
|
|
|
(32,242
|
)
|
|||
Inventories
|
|
(9,379
|
)
|
|
(46,614
|
)
|
|
(38,075
|
)
|
|||
Prepaid and other current assets
|
|
(17,508
|
)
|
|
(20,195
|
)
|
|
14,470
|
|
|||
Other assets
|
|
3,089
|
|
|
(7,611
|
)
|
|
(1,150
|
)
|
|||
Accounts payable
|
|
(33,490
|
)
|
|
9,944
|
|
|
21,266
|
|
|||
Legal proceedings accrual
|
|
—
|
|
|
7,258
|
|
|
—
|
|
|||
Accrued expenses
|
|
7,055
|
|
|
(4,937
|
)
|
|
(26,614
|
)
|
|||
Other liabilities
|
|
(12,650
|
)
|
|
(14,896
|
)
|
|
93,963
|
|
|||
Net cash provided by operating activities
|
|
253,398
|
|
|
197,855
|
|
|
211,048
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(101,425
|
)
|
|
(70,372
|
)
|
|
(69,832
|
)
|
|||
Purchase of businesses
|
|
(176,548
|
)
|
|
(654,614
|
)
|
|
(2,988
|
)
|
|||
Proceeds from sale of facility
|
|
720
|
|
|
—
|
|
|
—
|
|
|||
Insurance proceeds relating to property, plant and equipment
|
|
403
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from disposal of property, plant, and equipment
|
|
2,031
|
|
|
1,103
|
|
|
463
|
|
|||
Net cash used in investing activities
|
|
(274,819
|
)
|
|
(723,883
|
)
|
|
(72,357
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Net (repayments) borrowings on short-term debt
|
|
(5,325
|
)
|
|
37,424
|
|
|
214
|
|
|||
Proceeds from Amended 2017 Revolver borrowings
|
|
386,700
|
|
|
531,100
|
|
|
379,750
|
|
|||
Proceeds from 2027 Notes
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from 2011 Revolver borrowings
|
|
—
|
|
|
—
|
|
|
147,050
|
|
|||
Repayments of Amended 2017 Revolver borrowings
|
|
(517,700
|
)
|
|
(427,600
|
)
|
|
(244,250
|
)
|
|||
Repayments of 2011 Revolver borrowings
|
|
—
|
|
|
—
|
|
|
(312,050
|
)
|
|||
Proceeds from Amended 2017 Term Loan
|
|
—
|
|
|
299,105
|
|
|
150,000
|
|
|||
Repayments of Amended 2017 Term Loan
|
|
(28,138
|
)
|
|
(11,666
|
)
|
|
—
|
|
|||
Repayments of 2011 Term Loan
|
|
—
|
|
|
—
|
|
|
(127,500
|
)
|
|||
Debt issuance costs
|
|
(4,607
|
)
|
|
(1,393
|
)
|
|
(2,677
|
)
|
|||
Finance lease obligations and other
|
|
995
|
|
|
368
|
|
|
(29
|
)
|
|||
Option proceeds
|
|
1,417
|
|
|
9,048
|
|
|
958
|
|
|||
Payment of taxes related to net share settlement of equity awards
|
|
(6,393
|
)
|
|
(3,630
|
)
|
|
(7,489
|
)
|
|||
Purchase of treasury stock
|
|
(34,561
|
)
|
|
(56,436
|
)
|
|
(121,191
|
)
|
|||
Dividends paid to stockholders
|
|
(29,705
|
)
|
|
(29,743
|
)
|
|
(29,674
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
62,683
|
|
|
346,577
|
|
|
(166,888
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(13,495
|
)
|
|
(43,455
|
)
|
|
49,986
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
27,767
|
|
|
(222,906
|
)
|
|
21,789
|
|
|||
Cash and cash equivalents at beginning of year
|
|
299,212
|
|
|
522,118
|
|
|
500,329
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
326,979
|
|
|
$
|
299,212
|
|
|
$
|
522,118
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures:
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Common stock issued as partial consideration for Alpha acquisition
|
|
$
|
—
|
|
|
$
|
93,268
|
|
|
$
|
—
|
|
Level 1
|
|
Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
|
|
|
|
Level 2
|
|
Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
|
|
|
|
Level 3
|
|
Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.
|
•
|
Americas, which includes North and South America, with segment headquarters in Reading, Pennsylvania, U.S.A.,
|
•
|
EMEA, which includes Europe, the Middle East and Africa, with segment headquarters in Zug, Switzerland, and
|
•
|
Asia, which includes Asia, Australia and Oceania, with segment headquarters in Singapore.
|
•
|
to adopt the optional transition method defined within ASU 2018-11 and not restate comparative prior periods but instead recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption;
|
•
|
the package of three practical expedients addressing whether a contract contains a lease, lease classification and initial direct costs;
|
•
|
to combine lease and non-lease components as a single component for all asset classes;
|
•
|
to use a portfolio approach to determine the incremental borrowing rate; and
|
•
|
to apply the short-term lease exception to leases that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise.
|
|
|
March 31, 2020
|
||
Operating Leases:
|
|
|
||
Right-of-use assets
|
|
$
|
70,045
|
|
Operating lease current liabilities
|
|
21,128
|
|
|
Operating lease non-current liabilities
|
|
51,215
|
|
|
Finance Leases:
|
|
|
||
Right-of-use assets
|
|
$
|
540
|
|
Finance lease current liabilities
|
|
162
|
|
|
Finance lease non-current liabilities
|
|
407
|
|
|
|
Classification
|
|
March 31, 2020
|
||
Operating Leases:
|
|
|
|
|
||
Operating lease cost
|
|
Operating expenses
|
|
$
|
28,855
|
|
Variable lease cost
|
|
Operating expenses
|
|
8,238
|
|
|
Short term lease cost
|
|
Operating expenses
|
|
7,553
|
|
|
Finance Leases:
|
|
|
|
|
||
Depreciation
|
|
Operating expenses
|
|
$
|
461
|
|
Interest expense
|
|
Interest expense
|
|
37
|
|
|
Total
|
|
|
|
$
|
45,144
|
|
Operating Leases:
|
|
|
Weighted average remaining lease term (years)
|
|
5 years
|
Weighted average discount rate
|
|
5.17%
|
Finance Leases:
|
|
|
Weighted average remaining lease term (years)
|
|
3.5 years
|
Weighted average discount rate
|
|
4.92%
|
|
|
Finance Leases
|
|
Operating Leases
|
||||
Year ended March 31,
|
|
|
|
|
||||
2021
|
|
$
|
192
|
|
|
$
|
24,603
|
|
2022
|
|
195
|
|
|
19,452
|
|
||
2023
|
|
154
|
|
|
12,951
|
|
||
2024
|
|
104
|
|
|
8,437
|
|
||
2025
|
|
15
|
|
|
5,552
|
|
||
Thereafter
|
|
10
|
|
|
13,138
|
|
||
Total undiscounted lease payments
|
|
670
|
|
|
84,133
|
|
||
Present value discount
|
|
101
|
|
|
11,790
|
|
||
Lease liability
|
|
$
|
569
|
|
|
$
|
72,343
|
|
|
|
March 31, 2020
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from finance leases
|
|
$
|
37
|
|
Operating cash flows from operating leases
|
|
28,593
|
|
|
Financing cash flows from finance leases
|
|
461
|
|
|
Supplemental non-cash information on lease liabilities arising from right-of-use assets:
|
|
|
||
Right-of-use assets obtained in exchange for new finance lease liabilities
|
|
$
|
—
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
|
11,902
|
|
|
|
|
||
2020
|
|
$
|
31,483
|
|
2021
|
|
24,290
|
|
|
2022
|
|
16,514
|
|
|
2023
|
|
11,596
|
|
|
2024
|
|
8,683
|
|
|
Thereafter
|
|
23,757
|
|
|
Total minimum lease payments
|
|
$
|
116,323
|
|
Accounts receivable
|
|
$
|
115,467
|
|
Inventories
|
|
84,297
|
|
|
Other current assets
|
|
6,822
|
|
|
Other intangible assets
|
|
332,000
|
|
|
Property, plant and equipment
|
|
20,987
|
|
|
Other assets
|
|
9,005
|
|
|
Total assets acquired
|
|
$
|
568,578
|
|
Accounts payable
|
|
35,803
|
|
|
Accrued liabilities
|
|
41,918
|
|
|
Deferred income taxes
|
|
54,941
|
|
|
Other liabilities
|
|
12,642
|
|
|
Total liabilities assumed
|
|
$
|
145,304
|
|
Net assets acquired
|
|
$
|
423,274
|
|
|
|
|
||
Purchase price:
|
|
|
||
Cash paid for net assets acquired
|
|
$
|
650,000
|
|
Fair value of shares issued for net assets acquired
|
|
93,268
|
|
|
Working capital adjustment
|
|
(766
|
)
|
|
Total purchase consideration
|
|
742,502
|
|
|
Less: Fair value of acquired identifiable assets and liabilities
|
|
423,274
|
|
|
Goodwill
|
|
$
|
319,228
|
|
|
|
Type
|
|
Life in Years
|
|
Fair Value
|
||
Trademarks
|
|
Indefinite-lived
|
|
Indefinite
|
|
$
|
56,000
|
|
Customer relationships
|
|
Finite-lived
|
|
14
|
|
221,000
|
|
|
Technology
|
|
Finite-lived
|
|
10
|
|
55,000
|
|
|
Total identifiable intangible assets
|
|
|
|
|
|
$
|
332,000
|
|
|
|
Fiscal year ended
|
||||||
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Net sales
|
|
$
|
3,250,332
|
|
|
$
|
3,124,527
|
|
Net earnings attributable to EnerSys stockholders
|
|
181,915
|
|
|
126,965
|
|
||
Net earnings per share attributable to EnerSys stockholders - basic
|
|
4.19
|
|
|
2.90
|
|
||
Net earnings per share attributable to EnerSys stockholders - assuming dilution
|
|
4.12
|
|
|
2.87
|
|
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Raw materials
|
|
$
|
141,906
|
|
|
$
|
138,718
|
|
Work-in-process
|
|
91,520
|
|
|
129,736
|
|
||
Finished goods
|
|
286,034
|
|
|
235,415
|
|
||
Total
|
|
$
|
519,460
|
|
|
$
|
503,869
|
|
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Land, buildings, and improvements
|
|
$
|
291,271
|
|
|
$
|
268,006
|
|
Machinery and equipment
|
|
722,955
|
|
|
683,955
|
|
||
Construction in progress
|
|
93,921
|
|
|
54,278
|
|
||
|
|
1,108,147
|
|
|
1,006,239
|
|
||
Less accumulated depreciation
|
|
(628,133
|
)
|
|
(596,800
|
)
|
||
Total
|
|
$
|
480,014
|
|
|
$
|
409,439
|
|
|
|
March 31,
|
||||||||||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||||||||||
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
||||||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
|
$
|
147,356
|
|
|
$
|
(953
|
)
|
|
$
|
146,403
|
|
|
$
|
152,484
|
|
|
$
|
(953
|
)
|
|
$
|
151,531
|
|
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|
292,155
|
|
|
(64,855
|
)
|
|
227,300
|
|
|
286,664
|
|
|
(42,704
|
)
|
|
243,960
|
|
||||||
Non-compete
|
|
3,021
|
|
|
(2,817
|
)
|
|
204
|
|
|
3,025
|
|
|
(2,807
|
)
|
|
218
|
|
||||||
Technology
|
|
96,047
|
|
|
(20,349
|
)
|
|
75,698
|
|
|
77,779
|
|
|
(12,229
|
)
|
|
65,550
|
|
||||||
Trademarks
|
|
8,008
|
|
|
(1,928
|
)
|
|
6,080
|
|
|
2,003
|
|
|
(1,236
|
)
|
|
767
|
|
||||||
Licenses
|
|
1,196
|
|
|
(1,196
|
)
|
|
—
|
|
|
1,477
|
|
|
(1,187
|
)
|
|
290
|
|
||||||
Total
|
|
$
|
547,783
|
|
|
$
|
(92,098
|
)
|
|
$
|
455,685
|
|
|
$
|
523,432
|
|
|
$
|
(61,116
|
)
|
|
$
|
462,316
|
|
|
|
Fiscal year ended March 31, 2020
|
||||||||||||||
|
|
Americas
|
|
EMEA
|
|
Asia
|
|
Total
|
||||||||
Balance at beginning of year
|
|
$
|
470,194
|
|
|
$
|
143,269
|
|
|
$
|
42,936
|
|
|
$
|
656,399
|
|
Acquisitions during the year
|
|
72,056
|
|
|
1,732
|
|
|
—
|
|
|
73,788
|
|
||||
Measurement period adjustments
|
|
(1,390
|
)
|
|
—
|
|
|
—
|
|
|
(1,390
|
)
|
||||
Goodwill impairment charge
|
|
—
|
|
|
—
|
|
|
(39,713
|
)
|
|
(39,713
|
)
|
||||
Foreign currency translation adjustment
|
|
(16,704
|
)
|
|
(5,221
|
)
|
|
(3,223
|
)
|
|
(25,148
|
)
|
||||
Balance at end of year
|
|
$
|
524,156
|
|
|
$
|
139,780
|
|
|
$
|
—
|
|
|
$
|
663,936
|
|
|
|
Fiscal year ended March 31, 2019
|
||||||||||||||
|
|
Americas
|
|
EMEA
|
|
Asia
|
|
Total
|
||||||||
Balance at beginning of year
|
|
$
|
151,255
|
|
|
$
|
155,825
|
|
|
$
|
45,725
|
|
|
$
|
352,805
|
|
Acquisitions during the year
|
|
320,618
|
|
|
—
|
|
|
—
|
|
|
320,618
|
|
||||
Foreign currency translation adjustment
|
|
(1,679
|
)
|
|
(12,556
|
)
|
|
(2,789
|
)
|
|
(17,024
|
)
|
||||
Balance at end of year
|
|
$
|
470,194
|
|
|
$
|
143,269
|
|
|
$
|
42,936
|
|
|
$
|
656,399
|
|
|
|
March 31, 2020
|
||||||||||||||
|
|
Americas
|
|
EMEA
|
|
Asia
|
|
Total
|
||||||||
Gross carrying value
|
|
$
|
582,001
|
|
|
$
|
145,933
|
|
|
$
|
44,892
|
|
|
$
|
772,826
|
|
Accumulated goodwill impairment charges
|
|
(57,845
|
)
|
|
(6,153
|
)
|
|
(44,892
|
)
|
|
(108,890
|
)
|
||||
Net book value
|
|
$
|
524,156
|
|
|
$
|
139,780
|
|
|
$
|
—
|
|
|
$
|
663,936
|
|
|
|
March 31, 2019
|
||||||||||||||
|
|
Americas
|
|
EMEA
|
|
Asia
|
|
Total
|
||||||||
Gross carrying value
|
|
$
|
528,039
|
|
|
$
|
149,422
|
|
|
$
|
48,115
|
|
|
$
|
725,576
|
|
Accumulated goodwill impairment charges
|
|
(57,845
|
)
|
|
(6,153
|
)
|
|
(5,179
|
)
|
|
(69,177
|
)
|
||||
Net book value
|
|
$
|
470,194
|
|
|
$
|
143,269
|
|
|
$
|
42,936
|
|
|
$
|
656,399
|
|
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Contract assets
|
|
$
|
39,048
|
|
|
$
|
38,778
|
|
Prepaid non-income taxes
|
|
23,069
|
|
|
22,490
|
|
||
Non-trade receivables
|
|
19,380
|
|
|
10,823
|
|
||
Prepaid income taxes
|
|
13,062
|
|
|
9,608
|
|
||
Other
|
|
26,034
|
|
|
27,732
|
|
||
Total
|
|
$
|
120,593
|
|
|
$
|
109,431
|
|
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Payroll and benefits
|
|
$
|
62,131
|
|
|
$
|
54,285
|
|
Accrued selling expenses
|
|
43,292
|
|
|
35,394
|
|
||
Warranty
|
|
27,766
|
|
|
21,646
|
|
||
Operating lease liabilities
|
|
21,128
|
|
|
—
|
|
||
VAT and other non-income taxes
|
|
14,209
|
|
|
17,125
|
|
||
Project related accruals
|
|
—
|
|
|
16,301
|
|
||
Contract liabilities
|
|
17,342
|
|
|
15,162
|
|
||
Freight
|
|
14,222
|
|
|
14,423
|
|
||
Income taxes payable
|
|
304
|
|
|
9,234
|
|
||
Legal proceedings
|
|
—
|
|
|
7,258
|
|
||
Interest
|
|
11,180
|
|
|
7,248
|
|
||
Tax Act - Transition Tax
|
|
6,172
|
|
|
5,290
|
|
||
Restructuring
|
|
3,325
|
|
|
2,952
|
|
||
Pension
|
|
1,350
|
|
|
1,207
|
|
||
Other
|
|
49,319
|
|
|
48,356
|
|
||
Total
|
|
$
|
271,740
|
|
|
$
|
255,881
|
|
|
|
2020
|
|
2019
|
||||||||||||
|
|
Principal
|
|
Unamortized Issuance Costs
|
|
Principal
|
|
Unamortized Issuance Costs
|
||||||||
Senior Notes
|
|
$
|
600,000
|
|
|
$
|
6,306
|
|
|
$
|
300,000
|
|
|
$
|
2,497
|
|
Amended Credit Facility, due 2022
|
|
513,224
|
|
|
2,187
|
|
|
677,315
|
|
|
3,062
|
|
||||
|
|
$
|
1,113,224
|
|
|
$
|
8,493
|
|
|
$
|
977,315
|
|
|
$
|
5,559
|
|
Less: Unamortized issuance costs
|
|
8,493
|
|
|
|
|
5,559
|
|
|
|
||||||
Long-term debt, net of unamortized issuance costs
|
|
$
|
1,104,731
|
|
|
|
|
$
|
971,756
|
|
|
|
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Tax Act - Transition Tax
|
|
$
|
58,630
|
|
|
$
|
55,489
|
|
Operating lease liabilities
|
|
51,215
|
|
|
—
|
|
||
Pension
|
|
40,496
|
|
|
39,924
|
|
||
Warranty
|
|
35,759
|
|
|
32,922
|
|
||
Liability for uncertain tax positions
|
|
8,080
|
|
|
20,240
|
|
||
Contract liabilities
|
|
8,356
|
|
|
6,360
|
|
||
Other
|
|
11,280
|
|
|
10,265
|
|
||
Total
|
|
$
|
213,816
|
|
|
$
|
165,200
|
|
|
|
Total Fair Value
Measurement March 31, 2020 |
|
Quoted Price in
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Lead forward contracts
|
|
$
|
(2,433
|
)
|
|
$
|
—
|
|
|
$
|
(2,433
|
)
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total derivatives
|
|
$
|
(2,432
|
)
|
|
$
|
—
|
|
|
$
|
(2,432
|
)
|
|
$
|
—
|
|
|
|
Total Fair Value
Measurement March 31, 2019 |
|
Quoted Price in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Lead forward contracts
|
|
$
|
(902
|
)
|
|
$
|
—
|
|
|
$
|
(902
|
)
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
(249
|
)
|
|
—
|
|
|
(249
|
)
|
|
—
|
|
||||
Total derivatives
|
|
$
|
(1,151
|
)
|
|
$
|
—
|
|
|
$
|
(1,151
|
)
|
|
$
|
—
|
|
|
|
March 31, 2020
|
|
March 31, 2019
|
||||||||||||
|
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes (2)
|
|
$
|
600,000
|
|
|
$
|
573,000
|
|
|
$
|
300,000
|
|
|
$
|
297,000
|
|
Derivatives(1)
|
|
2,432
|
|
|
2,432
|
|
|
1,151
|
|
|
1,151
|
|
(1)
|
Represents lead and foreign currency forward contracts (see Note 13 for asset and liability positions of the lead and foreign currency forward contracts at March 31, 2020 and March 31, 2019).
|
(2)
|
The fair value amount of the Senior Notes at March 31, 2020 and March 31, 2019 represent the trading value of the instruments.
|
|
|
Derivatives and Hedging Activities Designated as Cash Flow Hedges
|
|
Derivatives and Hedging Activities Not Designated as Hedging Instruments
|
||||||||||||
|
|
March 31, 2020
|
|
March 31, 2019
|
|
March 31, 2020
|
|
March 31, 2019
|
||||||||
Prepaid and other current assets:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
—
|
|
|
—
|
|
|
375
|
|
|
—
|
|
||||
Total assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
375
|
|
|
$
|
—
|
|
Accrued expenses:
|
|
|
|
|
|
|
|
|
||||||||
Lead forward contracts
|
|
$
|
2,433
|
|
|
$
|
902
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
374
|
|
|
8
|
|
|
—
|
|
|
241
|
|
||||
Total liabilities
|
|
$
|
2,807
|
|
|
$
|
910
|
|
|
$
|
—
|
|
|
$
|
241
|
|
Derivatives Designated as Cash Flow Hedges
|
|
Pretax Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)
|
|
Location of Gain
(Loss) Reclassified
from
AOCI into Income
(Effective Portion)
|
|
Pretax Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
||||
Lead forward contracts
|
|
$
|
(8,683
|
)
|
|
Cost of goods sold
|
|
$
|
(1,690
|
)
|
Foreign currency forward contracts
|
|
(54
|
)
|
|
Cost of goods sold
|
|
539
|
|
||
Total
|
|
$
|
(8,737
|
)
|
|
|
|
$
|
(1,151
|
)
|
Derivatives Not Designated as Hedging Instruments
|
Location of Gain (Loss)
Recognized in Income
on Derivatives
|
|
Pretax Gain (Loss)
|
||
Foreign currency forward contracts
|
Other (income) expense, net
|
|
$
|
(178
|
)
|
Total
|
|
|
$
|
(178
|
)
|
|
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
Pretax Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)
|
|
Location of Gain
(Loss) Reclassified
from
AOCI into Income
(Effective Portion)
|
|
Pretax Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
||||
Lead forward contracts
|
|
$
|
(12,531
|
)
|
|
Cost of goods sold
|
|
$
|
(15,666
|
)
|
Foreign currency forward contracts
|
|
1,551
|
|
|
Cost of goods sold
|
|
385
|
|
||
Total
|
|
$
|
(10,980
|
)
|
|
|
|
$
|
(15,281
|
)
|
Derivatives Not Designated as Hedging Instruments
|
Location of Gain (Loss)
Recognized in Income on Derivatives |
|
Pretax Gain (Loss)
|
||
Foreign currency forward contracts
|
Other (income) expense, net
|
|
$
|
(1,856
|
)
|
Total
|
|
|
$
|
(1,856
|
)
|
|
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
Pretax Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)
|
|
Location of Gain
(Loss) Reclassified
from
AOCI into Income
(Effective Portion)
|
|
Pretax Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
||||
Lead forward contracts
|
|
$
|
(805
|
)
|
|
Cost of goods sold
|
|
$
|
5,860
|
|
Foreign currency forward contracts
|
|
(3,524
|
)
|
|
Cost of goods sold
|
|
(2,718
|
)
|
||
Total
|
|
$
|
(4,329
|
)
|
|
|
|
$
|
3,142
|
|
Derivatives Not Designated as Hedging Instruments
|
Location of Gain (Loss)
Recognized in Income
on Derivatives
|
|
Pretax Gain (Loss)
|
||
Foreign currency forward contracts
|
Other (income) expense, net
|
|
$
|
180
|
|
Total
|
|
|
$
|
180
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
Current income tax expense
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
9,185
|
|
|
$
|
6,377
|
|
|
$
|
115,315
|
|
State
|
|
2,561
|
|
|
5,027
|
|
|
3,461
|
|
|||
Foreign
|
|
14,561
|
|
|
16,636
|
|
|
20,030
|
|
|||
Total current income tax expense
|
|
26,307
|
|
|
28,040
|
|
|
138,806
|
|
|||
Deferred income tax (benefit) expense
|
|
|
|
|
|
|
||||||
Federal
|
|
5,489
|
|
|
(5,031
|
)
|
|
(9,551
|
)
|
|||
State
|
|
741
|
|
|
(669
|
)
|
|
789
|
|
|||
Foreign
|
|
(22,716
|
)
|
|
(756
|
)
|
|
(11,551
|
)
|
|||
Total deferred income tax (benefit) expense
|
|
(16,486
|
)
|
|
(6,456
|
)
|
|
(20,313
|
)
|
|||
Total income tax expense
|
|
$
|
9,821
|
|
|
$
|
21,584
|
|
|
$
|
118,493
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
United States
|
|
$
|
36,193
|
|
|
$
|
53,339
|
|
|
$
|
74,440
|
|
Foreign
|
|
110,744
|
|
|
128,872
|
|
|
163,886
|
|
|||
Earnings before income taxes
|
|
$
|
146,937
|
|
|
$
|
182,211
|
|
|
$
|
238,326
|
|
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
1,110
|
|
|
$
|
1,297
|
|
Inventories
|
|
5,010
|
|
|
4,081
|
|
||
Net operating loss carryforwards
|
|
44,340
|
|
|
48,423
|
|
||
Accrued expenses
|
|
26,113
|
|
|
21,574
|
|
||
Capitalized research and development costs
|
|
—
|
|
|
7,061
|
|
||
Other assets
|
|
19,793
|
|
|
17,656
|
|
||
Gross deferred tax assets
|
|
96,366
|
|
|
100,092
|
|
||
Less valuation allowance
|
|
(20,951
|
)
|
|
(17,519
|
)
|
||
Total deferred tax assets
|
|
75,415
|
|
|
82,573
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
|
30,229
|
|
|
25,656
|
|
||
Intangible assets
|
|
66,529
|
|
|
96,826
|
|
||
Other liabilities
|
|
1,217
|
|
|
1,737
|
|
||
Total deferred tax liabilities
|
|
97,975
|
|
|
124,219
|
|
||
Net deferred tax liabilities
|
|
$
|
(22,560
|
)
|
|
$
|
(41,646
|
)
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
United States statutory income tax expense
|
|
$
|
30,857
|
|
|
$
|
38,264
|
|
|
$
|
75,196
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
||||||
Impact of Tax Act
|
|
—
|
|
|
(13,483
|
)
|
|
83,400
|
|
|||
State income taxes, net of federal effect
|
|
2,764
|
|
|
3,285
|
|
|
3,146
|
|
|||
Nondeductible expenses, domestic manufacturing deduction (fiscal 2018) and other
|
|
5,953
|
|
|
4,378
|
|
|
2,008
|
|
|||
Legal proceedings charge - European Competition Investigations
|
|
—
|
|
|
2,405
|
|
|
—
|
|
|||
Net effect of GILTI, FDII, BEAT
|
|
3,025
|
|
|
2,320
|
|
|
—
|
|
|||
Goodwill impairment - See Note 7
|
|
10,714
|
|
|
—
|
|
|
—
|
|
|||
Effect of foreign operations
|
|
(17,605
|
)
|
|
(16,763
|
)
|
|
(35,048
|
)
|
|||
Valuation allowance
|
|
4,349
|
|
|
2,879
|
|
|
(9,279
|
)
|
|||
Switzerland Tax Reform
|
|
(26,846
|
)
|
|
—
|
|
|
—
|
|
|||
Research and Development Credit
|
|
(3,390
|
)
|
|
(1,701
|
)
|
|
(930
|
)
|
|||
Income tax expense
|
|
$
|
9,821
|
|
|
$
|
21,584
|
|
|
$
|
118,493
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
Balance at beginning of year
|
|
$
|
20,165
|
|
|
$
|
1,568
|
|
|
$
|
1,450
|
|
Increases related to current year tax positions
|
|
598
|
|
|
129
|
|
|
397
|
|
|||
Increases related to the Alpha acquisition
|
|
769
|
|
|
7,840
|
|
|
—
|
|
|||
Increases related to prior year tax positions
|
|
—
|
|
|
11,463
|
|
|
11
|
|
|||
Decreases related to prior tax positions
|
|
(11,463
|
)
|
|
(544
|
)
|
|
—
|
|
|||
Decreases related to prior year tax positions settled
|
|
—
|
|
|
(93
|
)
|
|
(1
|
)
|
|||
Lapse of statute of limitations
|
|
(2,274
|
)
|
|
(198
|
)
|
|
(289
|
)
|
|||
Balance at end of year
|
|
$
|
7,795
|
|
|
$
|
20,165
|
|
|
$
|
1,568
|
|
|
|
United States Plans
|
|
International Plans
|
||||||||||||||||||||
|
|
Fiscal year ended March 31,
|
|
Fiscal year ended March 31,
|
||||||||||||||||||||
|
|
2020
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
2018
|
||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
906
|
|
|
$
|
997
|
|
|
$
|
1,025
|
|
Interest cost
|
|
616
|
|
|
631
|
|
|
658
|
|
|
1,485
|
|
|
1,831
|
|
|
1,795
|
|
||||||
Expected return on plan assets
|
|
(448
|
)
|
|
(514
|
)
|
|
(496
|
)
|
|
(2,136
|
)
|
|
(2,151
|
)
|
|
(2,264
|
)
|
||||||
Amortization and deferral
|
|
188
|
|
|
184
|
|
|
303
|
|
|
910
|
|
|
1,520
|
|
|
1,468
|
|
||||||
Net periodic benefit cost
|
|
$
|
356
|
|
|
$
|
301
|
|
|
$
|
465
|
|
|
$
|
1,165
|
|
|
$
|
2,197
|
|
|
$
|
2,024
|
|
|
|
United States Plans
|
|
International Plans
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at the beginning of the period
|
|
$
|
16,647
|
|
|
$
|
16,713
|
|
|
$
|
75,038
|
|
|
$
|
82,033
|
|
Service cost
|
|
—
|
|
|
—
|
|
|
906
|
|
|
997
|
|
||||
Interest cost
|
|
616
|
|
|
631
|
|
|
1,485
|
|
|
1,831
|
|
||||
Benefits paid, inclusive of plan expenses
|
|
(1,132
|
)
|
|
(1,061
|
)
|
|
(2,262
|
)
|
|
(1,758
|
)
|
||||
Plan curtailments and settlements
|
|
—
|
|
|
—
|
|
|
(678
|
)
|
|
(1,130
|
)
|
||||
Actuarial losses (gains)
|
|
1,980
|
|
|
364
|
|
|
(3,024
|
)
|
|
(261
|
)
|
||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
(2,863
|
)
|
|
(6,674
|
)
|
||||
Benefit obligation at the end of the period
|
|
$
|
18,111
|
|
|
$
|
16,647
|
|
|
$
|
68,602
|
|
|
$
|
75,038
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at the beginning of the period
|
|
$
|
13,763
|
|
|
$
|
13,928
|
|
|
$
|
36,791
|
|
|
$
|
38,757
|
|
Actual return on plan assets
|
|
(649
|
)
|
|
758
|
|
|
(1,605
|
)
|
|
2,109
|
|
||||
Employer contributions
|
|
54
|
|
|
138
|
|
|
2,098
|
|
|
1,670
|
|
||||
Benefits paid, inclusive of plan expenses
|
|
(1,132
|
)
|
|
(1,061
|
)
|
|
(2,262
|
)
|
|
(1,758
|
)
|
||||
Plan curtailments and settlements
|
|
—
|
|
|
—
|
|
|
(482
|
)
|
|
(1,130
|
)
|
||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
(1,709
|
)
|
|
(2,857
|
)
|
||||
Fair value of plan assets at the end of the period
|
|
$
|
12,036
|
|
|
$
|
13,763
|
|
|
$
|
32,831
|
|
|
$
|
36,791
|
|
Funded status deficit
|
|
$
|
(6,075
|
)
|
|
$
|
(2,884
|
)
|
|
$
|
(35,771
|
)
|
|
$
|
(38,247
|
)
|
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Amounts recognized in the Consolidated Balance Sheets consist of:
|
|
|
|
|
||||
Accrued expenses
|
|
(1,350
|
)
|
|
(1,207
|
)
|
||
Other liabilities
|
|
(40,496
|
)
|
|
(39,924
|
)
|
||
Total liabilities
|
|
$
|
(41,846
|
)
|
|
$
|
(41,131
|
)
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
Amounts recorded in AOCI before taxes:
|
|
|
|
|
|
|
||||||
Prior service cost
|
|
$
|
(258
|
)
|
|
$
|
(307
|
)
|
|
$
|
(385
|
)
|
Net loss
|
|
(25,796
|
)
|
|
(24,051
|
)
|
|
(27,762
|
)
|
|||
Net amount recognized
|
|
$
|
(26,054
|
)
|
|
$
|
(24,358
|
)
|
|
$
|
(28,147
|
)
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
Changes in plan assets and benefit obligations:
|
|
|
|
|
|
|
||||||
New prior service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net loss (gain) arising during the year
|
|
3,793
|
|
|
(99
|
)
|
|
(1,953
|
)
|
|||
Effect of exchange rates on amounts included in AOCI
|
|
(804
|
)
|
|
(1,984
|
)
|
|
3,019
|
|
|||
Amounts recognized as a component of net periodic benefit costs:
|
|
|
|
|
|
|
||||||
Amortization of prior service cost
|
|
(43
|
)
|
|
(45
|
)
|
|
(46
|
)
|
|||
Amortization or settlement recognition of net loss
|
|
(1,250
|
)
|
|
(1,659
|
)
|
|
(1,725
|
)
|
|||
Total recognized in other comprehensive (income) loss
|
|
$
|
1,696
|
|
|
$
|
(3,787
|
)
|
|
$
|
(705
|
)
|
Prior service cost
|
$
|
(43
|
)
|
Net loss
|
(1,462
|
)
|
|
Net amount expected to be recognized
|
$
|
(1,505
|
)
|
|
|
|
|
United States Plans
|
|
International Plans
|
||||||||||||
|
|
March 31,
|
|
March 31,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
All defined benefit plans:
|
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligation
|
|
$
|
18,110
|
|
|
$
|
16,647
|
|
|
$
|
65,337
|
|
|
$
|
71,350
|
|
Unfunded defined benefit plans:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,773
|
|
|
$
|
32,320
|
|
Accumulated benefit obligation
|
|
—
|
|
|
—
|
|
|
28,926
|
|
|
30,328
|
|
||||
Defined benefit plans with a projected benefit obligation in excess of the fair value of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
|
$
|
18,110
|
|
|
$
|
16,647
|
|
|
$
|
68,603
|
|
|
$
|
75,038
|
|
Fair value of plan assets
|
|
12,036
|
|
|
13,763
|
|
|
32,831
|
|
|
36,791
|
|
||||
Defined benefit plans with an accumulated benefit obligation in excess of the fair value of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
|
$
|
18,110
|
|
|
$
|
16,647
|
|
|
$
|
68,603
|
|
|
$
|
74,235
|
|
Accumulated benefit obligation
|
|
18,110
|
|
|
16,647
|
|
|
65,337
|
|
|
70,654
|
|
||||
Fair value of plan assets
|
|
12,036
|
|
|
13,763
|
|
|
32,831
|
|
|
36,077
|
|
|
|
United States Plans
|
|
International Plans
|
|||||||||||
|
|
Fiscal year ended March 31,
|
|
Fiscal year ended March 31,
|
|||||||||||
|
|
2020
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
2018
|
|||
Discount rate
|
|
3.8
|
%
|
|
3.9
|
%
|
|
4.1
|
%
|
|
1.0-2.7%
|
|
1.4-3.3%
|
|
1.5-3.5%
|
Expected return on plan assets
|
|
6.3
|
|
|
6.3
|
|
|
6.8
|
|
|
4.3-6.0
|
|
4.1-6.0
|
|
3.6-6.3
|
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
2.0-4.0
|
|
1.8-4.0
|
|
1.5-4.0
|
|
|
United States Plans
|
|
International Plans
|
||||||
|
|
March 31,
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||
Discount rate
|
|
3.0
|
%
|
|
3.8
|
%
|
|
1.3-2.3%
|
|
1.0-2.7%
|
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
2.0-3.5
|
|
2.0-4.0
|
|
|
March 31, 2020
|
||||||||||||||||||||||||||||||
|
|
United States Plans
|
|
International Plans
|
||||||||||||||||||||||||||||
|
|
Total Fair
Value Measurement |
|
Quoted Price
In Active
Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total Fair
Value
Measurement
|
|
Quoted Price
In Active
Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||||||
Asset category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
|
$
|
1,221
|
|
|
$
|
1,221
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
141
|
|
|
$
|
141
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
US(a)
|
|
6,860
|
|
|
6,860
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
International(b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,059
|
|
|
—
|
|
|
20,059
|
|
|
—
|
|
||||||||
Fixed income(c)
|
|
3,955
|
|
|
3,955
|
|
|
—
|
|
|
—
|
|
|
12,631
|
|
|
—
|
|
|
12,631
|
|
|
—
|
|
||||||||
Total
|
|
$
|
12,036
|
|
|
$
|
12,036
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,831
|
|
|
$
|
141
|
|
|
$
|
32,690
|
|
|
$
|
—
|
|
|
|
March 31, 2019
|
||||||||||||||||||||||||||||||
|
|
United States Plans
|
|
International Plans
|
||||||||||||||||||||||||||||
|
|
Total Fair
Value
Measurement
|
|
Quoted Price
In Active
Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Fair Value
Measurement
|
|
Quoted Price
In Active
Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||||||
Asset category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
|
$
|
1,080
|
|
|
$
|
1,080
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83
|
|
|
$
|
83
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
US(a)
|
|
8,275
|
|
|
8,275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
International(b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,875
|
|
|
—
|
|
|
23,875
|
|
|
—
|
|
||||||||
Fixed income(c)
|
|
4,408
|
|
|
4,408
|
|
|
—
|
|
|
—
|
|
|
12,833
|
|
|
—
|
|
|
12,833
|
|
|
—
|
|
||||||||
Total
|
|
$
|
13,763
|
|
|
$
|
13,763
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,791
|
|
|
$
|
83
|
|
|
$
|
36,708
|
|
|
$
|
—
|
|
(a)
|
US equities include companies that are well diversified by industry sector and equity style (i.e., growth and value strategies). Active and passive management strategies are employed. Investments are primarily in large capitalization stocks and, to a lesser extent, mid- and small-cap stocks.
|
(b)
|
International equities are invested in companies that are traded on exchanges outside the U.S. and are well diversified by industry sector, country and equity style. Active and passive strategies are employed. The vast majority of the investments are made in companies in developed markets with a small percentage in emerging markets.
|
(c)
|
Fixed income consists primarily of investment grade bonds from diversified industries.
|
|
|
||
2021
|
$
|
2,835
|
|
2022
|
2,907
|
|
|
2023
|
3,135
|
|
|
2024
|
3,258
|
|
|
2025
|
3,768
|
|
|
Years 2026-2030
|
20,353
|
|
|
|
|
Shares outstanding as of March 31, 2017
|
43,447,536
|
|
Purchase of treasury stock
|
(1,756,831
|
)
|
Shares issued towards equity-based compensation plans, net of equity awards surrendered for option price and taxes
|
224,295
|
|
Shares outstanding as of March 31, 2018
|
41,915,000
|
|
Purchase of treasury stock
|
(726,347
|
)
|
Shares issued towards purchase consideration of Alpha acquisition
|
1,177,630
|
|
Shares issued under equity-based compensation plans, net of equity awards surrendered for option price and taxes
|
254,467
|
|
Shares outstanding as of March 31, 2019
|
42,620,750
|
|
Purchase of treasury stock
|
(581,140
|
)
|
Shares issued under equity-based compensation plans, net of equity awards surrendered for option price and taxes
|
283,695
|
|
Shares outstanding as of March 31, 2020
|
42,323,305
|
|
|
|
Beginning
Balance
|
|
Before Reclassifications
|
|
Amount Reclassified from AOCI
|
|
Ending
Balance
|
||||||||
March 31, 2020
|
|
|
|
|
|
|
|
|
||||||||
Pension funded status adjustment
|
|
$
|
(20,791
|
)
|
|
$
|
(2,819
|
)
|
|
$
|
816
|
|
|
$
|
(22,794
|
)
|
Net unrealized gain (loss) on derivative instruments
|
|
(130
|
)
|
|
(6,672
|
)
|
|
879
|
|
|
(5,923
|
)
|
||||
Foreign currency translation adjustment
|
|
(121,761
|
)
|
|
(64,528
|
)
|
|
—
|
|
|
(186,289
|
)
|
||||
Accumulated other comprehensive loss
|
|
$
|
(142,682
|
)
|
|
$
|
(74,019
|
)
|
|
$
|
1,695
|
|
|
$
|
(215,006
|
)
|
March 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Pension funded status adjustment
|
|
$
|
(22,503
|
)
|
|
$
|
339
|
|
|
$
|
1,373
|
|
|
$
|
(20,791
|
)
|
Net unrealized gain (loss) on derivative instruments
|
|
(3,425
|
)
|
|
(8,396
|
)
|
|
11,691
|
|
|
(130
|
)
|
||||
Foreign currency translation adjustment
|
|
(15,789
|
)
|
|
(105,972
|
)
|
|
—
|
|
|
(121,761
|
)
|
||||
Accumulated other comprehensive loss
|
|
$
|
(41,717
|
)
|
|
$
|
(114,029
|
)
|
|
$
|
13,064
|
|
|
$
|
(142,682
|
)
|
March 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Pension funded status adjustment
|
|
$
|
(25,555
|
)
|
|
$
|
1,692
|
|
|
$
|
1,360
|
|
|
$
|
(22,503
|
)
|
Net unrealized gain (loss) on derivative instruments
|
|
1,975
|
|
|
(2,868
|
)
|
|
(2,532
|
)
|
|
(3,425
|
)
|
||||
Foreign currency translation adjustment
|
|
(129,244
|
)
|
|
113,455
|
|
|
—
|
|
|
(15,789
|
)
|
||||
Accumulated other comprehensive loss
|
|
$
|
(152,824
|
)
|
|
$
|
112,279
|
|
|
$
|
(1,172
|
)
|
|
$
|
(41,717
|
)
|
Components of AOCI
|
|
Amounts Reclassified from AOCI
|
|
Location of (Gain) Loss Recognized on Income Statement
|
||
Derivatives in Cash Flow Hedging Relationships:
|
|
|
|
|
||
Net unrealized loss on derivative instruments
|
|
$
|
1,151
|
|
|
Cost of goods sold
|
Tax benefit
|
|
(272
|
)
|
|
|
|
Net unrealized loss on derivative instruments, net of tax
|
|
$
|
879
|
|
|
|
|
|
|
|
|
||
Defined benefit pension costs:
|
|
|
|
|
||
Prior service costs and deferrals
|
|
$
|
1,098
|
|
|
Net periodic benefit cost, included in other (income) expense, net - See Note 15
|
Tax benefit
|
|
(282
|
)
|
|
|
|
Net periodic benefit cost, net of tax
|
|
$
|
816
|
|
|
|
Components of AOCI
|
|
Amounts Reclassified from AOCI
|
|
Location of (Gain) Loss Recognized on Income Statement
|
||
Derivatives in Cash Flow Hedging Relationships:
|
|
|
|
|
||
Net unrealized loss on derivative instruments
|
|
$
|
15,281
|
|
|
Cost of goods sold
|
Tax benefit
|
|
(3,590
|
)
|
|
|
|
Net unrealized loss on derivative instruments, net of tax
|
|
$
|
11,691
|
|
|
|
|
|
|
|
|
||
Defined benefit pension costs:
|
|
|
|
|
||
Prior service costs and deferrals
|
|
$
|
1,704
|
|
|
Net periodic benefit cost, included in other (income) expense, net - See Note 15
|
Tax benefit
|
|
(331
|
)
|
|
|
|
Net periodic benefit cost, net of tax
|
|
$
|
1,373
|
|
|
|
Components of AOCI
|
|
Amounts Reclassified from AOCI
|
|
Location of (Gain) Loss Recognized on Income Statement
|
||
Derivatives in Cash Flow Hedging Relationships:
|
|
|
|
|
||
Net unrealized gain on derivative instruments
|
|
$
|
(3,142
|
)
|
|
Cost of goods sold
|
Tax expense
|
|
610
|
|
|
|
|
Net unrealized gain on derivative instruments, net of tax
|
|
$
|
(2,532
|
)
|
|
|
|
|
|
|
|
||
Defined benefit pension costs:
|
|
|
|
|
||
Prior service costs and deferrals
|
|
$
|
1,771
|
|
|
Net periodic benefit cost, included in other (income) expense, net - See Note 15
|
Tax benefit
|
|
(411
|
)
|
|
|
|
Net periodic benefit cost, net of tax
|
|
$
|
1,360
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|||
Risk-free interest rate
|
|
1.52
|
%
|
|
2.77
|
%
|
|
2.08
|
%
|
Dividend yield
|
|
1.21
|
%
|
|
0.93
|
%
|
|
0.84
|
%
|
Expected life (years)
|
|
6
|
|
|
6
|
|
|
6
|
|
Volatility
|
|
29.1
|
%
|
|
26.8
|
%
|
|
29.2
|
%
|
|
|
Number of
Options
|
|
Weighted-
Average
Remaining
Contract
Term (Years)
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|||||
Options outstanding as of March 31, 2017
|
|
451,668
|
|
|
8.4
|
|
$
|
62.29
|
|
|
$
|
7,520
|
|
Granted
|
|
169,703
|
|
|
|
|
83.14
|
|
|
—
|
|
||
Exercised
|
|
(62,197
|
)
|
|
|
|
63.44
|
|
|
1,132
|
|
||
Forfeited
|
|
(11,495
|
)
|
|
|
|
70.22
|
|
|
75
|
|
||
Expired
|
|
(2,089
|
)
|
|
|
|
18.25
|
|
|
137
|
|
||
Options outstanding as of March 31, 2018
|
|
545,590
|
|
|
8.4
|
|
$
|
68.65
|
|
|
$
|
2,679
|
|
Granted
|
|
192,700
|
|
|
|
|
75.17
|
|
|
—
|
|
||
Exercised
|
|
(171,630
|
)
|
|
|
|
63.66
|
|
|
2,707
|
|
||
Forfeited
|
|
(11,754
|
)
|
|
|
|
75.17
|
|
|
—
|
|
||
Options outstanding as of March 31, 2019
|
|
554,906
|
|
|
8.0
|
|
$
|
72.31
|
|
|
$
|
1,040
|
|
Granted
|
|
284,109
|
|
|
|
|
57.75
|
|
|
—
|
|
||
Exercised
|
|
(24,826
|
)
|
|
|
|
57.60
|
|
|
383
|
|
||
Forfeited
|
|
(22,607
|
)
|
|
|
|
72.19
|
|
|
88
|
|
||
Options outstanding as of March 31, 2020
|
|
791,582
|
|
|
7.8
|
|
$
|
67.55
|
|
|
$
|
—
|
|
Options exercisable as of March 31, 2020
|
|
350,660
|
|
|
6.4
|
|
$
|
70.65
|
|
|
$
|
—
|
|
Options vested and expected to vest, as of March 31, 2020
|
|
777,307
|
|
|
7.8
|
|
$
|
67.66
|
|
|
$
|
—
|
|
|
|
|
|||||||
Range of Exercise Prices
|
|
Number of
Options
|
|
Weighted-
Average Remaining Contractual Life (Years) |
|
Weighted-
Average
Exercise Price
|
|||
$55.00-$60.00
|
|
391,986
|
|
|
8.4
|
|
$
|
57.71
|
|
$65.01-$70.00
|
|
73,368
|
|
|
4.8
|
|
$
|
68.82
|
|
$75.01-$83.14
|
|
326,228
|
|
|
7.6
|
|
$
|
79.10
|
|
|
|
791,582
|
|
|
7.8
|
|
$
|
67.55
|
|
|
|
2020
|
|
2019
|
|
2018
|
|||
Risk-free interest rate
|
|
1.50
|
%
|
|
2.66
|
%
|
|
1.57
|
%
|
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected life (years)
|
|
3
|
|
|
3
|
|
|
3
|
|
Volatility
|
|
34.39
|
%
|
|
26.41
|
%
|
|
27.49
|
%
|
|
|
Restricted Stock Units (RSU)
|
|
Market condition-based Share Units (TSR)
|
|
Performance condition-based Share Units (PSU)
|
|||||||||||||||
|
|
Number of
RSU
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Number of
TSR
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Number of
PSU |
|
Weighted-
Average
Grant Date
|
|||||||||
Non-vested awards as of March 31, 2019
|
|
721,647
|
|
|
$
|
57.72
|
|
|
352,584
|
|
|
$
|
72.83
|
|
|
42,526
|
|
|
$
|
68.48
|
|
Granted
|
|
342,930
|
|
|
58.05
|
|
|
51,063
|
|
|
62.00
|
|
|
62,512
|
|
|
50.65
|
|
|||
Stock dividend
|
|
9,108
|
|
|
55.83
|
|
|
2,226
|
|
|
81.97
|
|
|
990
|
|
|
58.74
|
|
|||
Performance factor
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
|
(169,486
|
)
|
|
70.18
|
|
|
(172,314
|
)
|
|
59.95
|
|
|
—
|
|
|
—
|
|
|||
Forfeitures
|
|
(23,864
|
)
|
|
69.56
|
|
|
(24,839
|
)
|
|
74.83
|
|
|
(4,898
|
)
|
|
65.78
|
|
|||
Non-vested awards as of March 31, 2020
|
|
880,335
|
|
|
$
|
55.61
|
|
|
208,720
|
|
|
$
|
80.78
|
|
|
101,130
|
|
|
$
|
57.49
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
Net earnings attributable to EnerSys stockholders
|
|
$
|
137,116
|
|
|
$
|
160,239
|
|
|
$
|
119,594
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
42,411,834
|
|
|
42,335,023
|
|
|
42,612,036
|
|
|||
Dilutive effect of:
|
|
|
|
|
|
|
||||||
Common shares from exercise and lapse of equity awards, net of shares assumed reacquired
|
|
484,941
|
|
|
673,929
|
|
|
507,820
|
|
|||
Diluted weighted-average number of common shares outstanding
|
|
42,896,775
|
|
|
43,008,952
|
|
|
43,119,856
|
|
|||
Basic earnings per common share attributable to EnerSys stockholders
|
|
$
|
3.23
|
|
|
$
|
3.79
|
|
|
$
|
2.81
|
|
Diluted earnings per common share attributable to EnerSys stockholders
|
|
$
|
3.20
|
|
|
$
|
3.73
|
|
|
$
|
2.77
|
|
Anti-dilutive equity awards not included in diluted weighted-average common shares
|
|
698,546
|
|
|
355,728
|
|
|
59,482
|
|
|
|
Employee
Severance
|
|
Other
|
|
Total
|
||||||
Balance at March 31, 2017
|
|
$
|
2,668
|
|
|
$
|
144
|
|
|
$
|
2,812
|
|
Accrued
|
|
4,757
|
|
|
445
|
|
|
5,202
|
|
|||
Costs incurred
|
|
(4,849
|
)
|
|
(574
|
)
|
|
(5,423
|
)
|
|||
Foreign currency impact and other
|
|
317
|
|
|
1
|
|
|
318
|
|
|||
Balance at March 31, 2018
|
|
$
|
2,893
|
|
|
$
|
16
|
|
|
$
|
2,909
|
|
Accrued
|
|
6,554
|
|
|
1,639
|
|
|
8,193
|
|
|||
Costs incurred
|
|
(6,893
|
)
|
|
(1,086
|
)
|
|
(7,979
|
)
|
|||
Foreign currency impact and other
|
|
(198
|
)
|
|
27
|
|
|
(171
|
)
|
|||
Balance at March 31, 2019
|
|
$
|
2,356
|
|
|
$
|
596
|
|
|
$
|
2,952
|
|
Accrued
|
|
10,395
|
|
|
402
|
|
|
10,797
|
|
|||
Costs incurred
|
|
(9,179
|
)
|
|
(995
|
)
|
|
(10,174
|
)
|
|||
Foreign currency impact and other
|
|
(247
|
)
|
|
(3
|
)
|
|
(250
|
)
|
|||
Balance at March 31, 2020
|
|
$
|
3,325
|
|
|
$
|
—
|
|
|
$
|
3,325
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
Balance at beginning of year
|
|
$
|
54,568
|
|
|
$
|
50,602
|
|
|
$
|
46,116
|
|
Current year provisions
|
|
27,622
|
|
|
23,679
|
|
|
21,706
|
|
|||
Costs incurred
|
|
(25,778
|
)
|
|
(25,053
|
)
|
|
(18,820
|
)
|
|||
Warranty reserves of acquired businesses
|
|
6,995
|
|
|
7,535
|
|
|
—
|
|
|||
Foreign currency translation adjustment
|
|
118
|
|
|
(2,195
|
)
|
|
1,600
|
|
|||
Balance at end of year
|
|
$
|
63,525
|
|
|
$
|
54,568
|
|
|
$
|
50,602
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
Foreign exchange transaction losses (gains)
|
|
$
|
264
|
|
|
$
|
(3,044
|
)
|
|
$
|
5,499
|
|
Non-service components of pension expense
|
|
615
|
|
|
1,502
|
|
|
1,464
|
|
|||
Other
|
|
(1,294
|
)
|
|
928
|
|
|
556
|
|
|||
Total
|
|
$
|
(415
|
)
|
|
$
|
(614
|
)
|
|
$
|
7,519
|
|
|
|
Fiscal year ended March 31,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
Net sales by segment to unaffiliated customers
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
2,082,290
|
|
|
$
|
1,690,912
|
|
|
$
|
1,429,888
|
|
EMEA
|
|
787,256
|
|
|
860,563
|
|
|
849,420
|
|
|||
Asia
|
|
218,322
|
|
|
256,542
|
|
|
302,583
|
|
|||
Total net sales
|
|
$
|
3,087,868
|
|
|
$
|
2,808,017
|
|
|
$
|
2,581,891
|
|
Net sales by product line
|
|
|
|
|
|
|
||||||
Reserve power
|
|
$
|
1,739,675
|
|
|
$
|
1,416,173
|
|
|
$
|
1,247,900
|
|
Motive power
|
|
1,348,193
|
|
|
1,391,844
|
|
|
1,333,991
|
|
|||
Total net sales
|
|
$
|
3,087,868
|
|
|
$
|
2,808,017
|
|
|
$
|
2,581,891
|
|
Intersegment sales
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
46,299
|
|
|
$
|
28,753
|
|
|
$
|
29,513
|
|
EMEA
|
|
148,773
|
|
|
123,274
|
|
|
133,164
|
|
|||
Asia
|
|
21,053
|
|
|
34,531
|
|
|
23,375
|
|
|||
Total intersegment sales(1)
|
|
$
|
216,125
|
|
|
$
|
186,558
|
|
|
$
|
186,052
|
|
Operating earnings by segment
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
206,908
|
|
|
$
|
186,814
|
|
|
$
|
189,466
|
|
EMEA
|
|
50,168
|
|
|
71,963
|
|
|
77,671
|
|
|||
Asia
|
|
1
|
|
|
3,213
|
|
|
12,647
|
|
|||
Inventory step up to fair value relating to acquisitions - Americas
|
|
(1,854
|
)
|
|
(7,263
|
)
|
|
—
|
|
|||
Inventory adjustment relating to exit activities - Americas
|
|
—
|
|
|
—
|
|
|
(3,457
|
)
|
|||
Inventory adjustment relating to exit activities - EMEA
|
|
—
|
|
|
(2,590
|
)
|
|
—
|
|
|||
Inventory adjustment relating to exit activities - Asia
|
|
—
|
|
|
(526
|
)
|
|
—
|
|
|||
Restructuring charges - Americas
|
|
(2,586
|
)
|
|
(4,066
|
)
|
|
(1,246
|
)
|
|||
Restructuring and other exit charges - EMEA
|
|
(11,315
|
)
|
|
(26,989
|
)
|
|
(4,023
|
)
|
|||
Restructuring charges - Asia
|
|
(1,424
|
)
|
|
(3,654
|
)
|
|
(212
|
)
|
|||
Impairment of indefinite-lived intangibles - EMEA
|
|
(4,549
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of goodwill - Asia
|
|
(39,713
|
)
|
|
—
|
|
|
—
|
|
|||
Fixed asset write-off relating to exit activities and other - Americas
|
|
(5,441
|
)
|
|
—
|
|
|
—
|
|
|||
Legal proceedings charge, net - EMEA
|
|
—
|
|
|
(4,437
|
)
|
|
—
|
|
|||
Total operating earnings(2)
|
|
$
|
190,195
|
|
|
$
|
212,465
|
|
|
$
|
270,846
|
|
Property, plant and equipment, net
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
325,435
|
|
|
$
|
257,559
|
|
|
$
|
210,998
|
|
EMEA
|
|
104,909
|
|
|
94,932
|
|
|
118,263
|
|
|||
Asia
|
|
49,670
|
|
|
56,948
|
|
|
60,999
|
|
|||
Total
|
|
$
|
480,014
|
|
|
$
|
409,439
|
|
|
$
|
390,260
|
|
Capital Expenditures
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
74,931
|
|
|
$
|
45,029
|
|
|
$
|
46,905
|
|
EMEA
|
|
23,788
|
|
|
18,972
|
|
|
18,392
|
|
|||
Asia
|
|
2,706
|
|
|
6,371
|
|
|
4,535
|
|
|||
Total
|
|
$
|
101,425
|
|
|
$
|
70,372
|
|
|
$
|
69,832
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
65,711
|
|
|
$
|
40,675
|
|
|
$
|
30,421
|
|
EMEA
|
|
14,291
|
|
|
15,128
|
|
|
16,198
|
|
|||
Asia
|
|
7,342
|
|
|
7,545
|
|
|
7,698
|
|
|||
Total
|
|
$
|
87,344
|
|
|
$
|
63,348
|
|
|
$
|
54,317
|
|
(1)
|
Intersegment sales are presented on a cost-plus basis which takes into consideration the effect of transfer prices between legal entities.
|
(2)
|
The Company does not allocate interest expense or other (income) expense, net, to the reportable segments.
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
Fiscal Year
|
||||||||||
Fiscal year ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
780,230
|
|
|
$
|
762,137
|
|
|
$
|
763,698
|
|
|
$
|
781,803
|
|
|
$
|
3,087,868
|
|
Gross profit
|
|
201,512
|
|
|
197,317
|
|
|
185,241
|
|
|
200,796
|
|
|
784,866
|
|
|||||
Operating earnings(1)(3)(5)
|
|
68,336
|
|
|
58,710
|
|
|
43,084
|
|
|
20,065
|
|
|
190,195
|
|
|||||
Net earnings (loss)(7)
|
|
48,636
|
|
|
62,698
|
|
|
27,305
|
|
|
(1,523
|
)
|
|
137,116
|
|
|||||
Net earnings (loss) attributable to EnerSys stockholders
|
|
48,636
|
|
|
62,698
|
|
|
27,305
|
|
|
(1,523
|
)
|
|
137,116
|
|
|||||
Net earnings (loss) per common share attributable to EnerSys stockholders—basic
|
|
$
|
1.14
|
|
|
$
|
1.48
|
|
|
$
|
0.65
|
|
|
$
|
(0.04
|
)
|
|
$
|
3.23
|
|
Net earnings (loss) per common share attributable to EnerSys stockholders—diluted
|
|
$
|
1.13
|
|
|
$
|
1.47
|
|
|
$
|
0.64
|
|
|
$
|
(0.04
|
)
|
|
$
|
3.20
|
|
Fiscal year ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
670,930
|
|
|
$
|
660,462
|
|
|
$
|
680,022
|
|
|
$
|
796,603
|
|
|
$
|
2,808,017
|
|
Gross profit
|
|
165,334
|
|
|
160,880
|
|
|
164,546
|
|
|
202,266
|
|
|
693,026
|
|
|||||
Operating earnings(2)(4)(6)
|
|
64,179
|
|
|
63,357
|
|
|
49,951
|
|
|
34,978
|
|
|
212,465
|
|
|||||
Net earnings(8)
|
|
46,020
|
|
|
47,447
|
|
|
48,614
|
|
|
18,546
|
|
|
160,627
|
|
|||||
Net earnings attributable to EnerSys stockholders
|
|
45,860
|
|
|
47,424
|
|
|
48,417
|
|
|
18,538
|
|
|
160,239
|
|
|||||
Net earnings per common share attributable to EnerSys stockholders—basic
|
|
$
|
1.09
|
|
|
$
|
1.13
|
|
|
$
|
1.14
|
|
|
$
|
0.43
|
|
|
$
|
3.79
|
|
Net earnings per common share attributable to EnerSys stockholders—diluted
|
|
$
|
1.08
|
|
|
$
|
1.11
|
|
|
$
|
1.12
|
|
|
$
|
0.42
|
|
|
$
|
3.73
|
|
(1)
|
Included in Operating earnings were inventory adjustments relating to the inventory step up to fair value relating to the NorthStar acquisition of $3,845 and $(1,991) in the third and fourth quarter of fiscal 2020, respectively.
|
(2)
|
Included in Operating earnings were inventory adjustment relating to exit activities of $526 and $2,590 in the first and fourth quarter of fiscal 2019, respectively. Also included were inventory adjustments relating to the inventory step up to fair value relating to Alpha acquisition of $3,747 and $3,516 in the third and fourth quarter of fiscal 2019, respectively.
|
(3)
|
Included in Operating earnings were restructuring and other exit charges of $2,372, $6,282, $9,417 and $2,695 for the first, second, third and fourth quarters of fiscal 2020, respectively.
|
(4)
|
Included in Operating earnings were restructuring and other exit charges of $1,739, $1,121, $5,392 and $26,457 for the first, second, third and fourth quarters of fiscal 2019, respectively.
|
(5)
|
Included in Operating earnings for the fourth quarter of fiscal 2020 were charges relating to the impairment of goodwill for $39,713 and other indefinite-lived intangibles for $4,549.
|
(6)
|
Included in Operating earnings were legal proceedings settlement income of $2,843 in the third quarter and expense of $7,280 in the fourth quarter of fiscal 2019.
|
(7)
|
Included in net earnings was a tax benefit of $21,000 for the second quarter of fiscal 2020, on account of the Swiss tax reform.
|
(8)
|
Included in net earnings was a tax benefit of $13,483 for the third quarter of fiscal 2019, on account of the Tax Act.
|
|
|
Balance at
Beginning of Period |
|
Additions
Charged to Expense |
|
Write-Offs Net of Recoveries
|
|
Other(1)
|
|
Balance at
End of Period |
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal year ended March 31, 2018
|
|
$
|
12,662
|
|
|
$
|
822
|
|
|
$
|
(1,400
|
)
|
|
$
|
559
|
|
|
$
|
12,643
|
|
Fiscal year ended March 31, 2019
|
|
12,643
|
|
|
1,385
|
|
|
(2,459
|
)
|
|
(756
|
)
|
|
10,813
|
|
|||||
Fiscal year ended March 31, 2020
|
|
10,813
|
|
|
4,821
|
|
|
(642
|
)
|
|
254
|
|
|
15,246
|
|
|
|
Balance at
Beginning of Period |
|
Additions
Charged to Expense |
|
Valuation Allowance Reversal
|
|
Business Combination Adjustments
|
|
Other(1) (2) (3)
|
|
Balance at
End of Period |
||||||||||||
Deferred tax asset—valuation allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fiscal year ended March 31, 2018
|
|
$
|
27,053
|
|
|
$
|
4,853
|
|
|
$
|
(14,132
|
)
|
|
$
|
—
|
|
|
$
|
(2,519
|
)
|
|
$
|
15,255
|
|
Fiscal year ended March 31, 2019
|
|
15,255
|
|
|
2,978
|
|
|
(99
|
)
|
|
1,157
|
|
|
(1,772
|
)
|
|
17,519
|
|
||||||
Fiscal year ended March 31, 2020
|
|
17,519
|
|
|
7,494
|
|
|
(3,145
|
)
|
|
(688
|
)
|
|
(229
|
)
|
|
20,951
|
|
(1)
|
Primarily the impact of currency changes.
|
(2)
|
In fiscal 2019, “Other” included expiration of net operating losses for which a full valuation allowance was recorded.
|
(3)
|
In fiscal 2018, “Other” also included an offset to adjustments to foreign net operating losses for which a full valuation allowance was recorded.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
/s/ David M. Shaffer
|
|
/s/ Michael J. Schmidtlein
|
David M. Shaffer
Chief Executive Officer
|
|
Michael J. Schmidtlein
Chief Financial Officer
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER MATTERS
|
|
|
Equity Compensation Plan Information
|
||||||||||||
Plan Category
|
|
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants
and rights
(a)
|
|
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
|
|
|
Number of
securities
remaining available
for future issuance
under equity
compensation plans
(excluding
securities reflected
in column (a))
(c)
|
||||
Equity compensation plans approved by security holders
|
|
2,290,152
|
|
|
(1)
|
|
$
|
67.66
|
|
|
(2)
|
|
3,593,817
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
Total
|
|
2,290,152
|
|
|
|
|
$
|
67.66
|
|
|
|
|
3,593,817
|
|
(1)
|
Assumes a 200% payout on market and performance condition-based awards.
|
(2)
|
Awards of restricted stock units, market and performance condition-based awards and deferred stock units and stock units held in both the EnerSys Voluntary Deferred Compensation Plan for Non-Employee Directors and the EnerSys Voluntary Deferred Compensation Plan for Executives were not included in calculating the weighted-average exercise price as they will be settled in shares of common stock for no consideration.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
Exhibit Number
|
|
Description of Exhibit
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
Fourth Supplemental Indenture, dated as of December 11, 2019, among EnerSys, the Guarantors party thereto and MUFG Union Bank, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to EnerSys’ Current Report on Form 8-K (File No. 00-32253) filed on December 11, 2019).
|
|
|
|
4.3
|
|
Form of 4.375% Senior Note due 2027 (incorporated by reference to Exhibit 4.3 to EnerSys’ Current Report on Form 8-K (File No. 00-32253) filed on December 11, 2019).
|
|
|
|
4.4
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
EnerSys 2018 Employee Stock Purchase Plan (incorporated by reference to Appendix A to EnerSys’ Definitive Proxy Statement on Schedule 14A (File No. 001-32253) filed on June 21, 2018).
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
Exhibit Number
|
|
Description of Exhibit
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
101.INS
|
|
XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Document
|
|
|
ENERSYS
|
||
|
|
|
||
|
|
By
|
|
/s/ DAVID M. SHAFFER
|
June 1, 2020
|
|
|
|
David M. Shaffer
Chief Executive Officer
|
Name
|
|
Title
|
|
Date
|
|
|
|
||
/s/ DAVID M. SHAFFER
|
|
Chief Executive Officer
|
|
June 1, 2020
|
David M. Shaffer
|
|
|
||
|
|
|
||
/s/ MICHAEL J. SCHMIDTLEIN
|
|
Chief Financial Officer
|
|
June 1, 2020
|
Michael J. Schmidtlein
|
|
|
||
|
|
|
||
/s/ KERRY M. KANE
|
|
Vice President and Corporate Controller (Principal Accounting Officer)
|
|
June 1, 2020
|
Kerry M. Kane
|
|
|
||
|
|
|
||
/s/ HWAN-YOON F. CHUNG
|
|
Director
|
|
June 1, 2020
|
Hwan-yoon F. Chung
|
|
|
|
|
|
|
|
|
|
/s/ NELDA J. CONNORS
|
|
Director
|
|
June 1, 2020
|
Nelda J. Connors
|
|
|
|
|
|
|
|
|
|
/s/ HOWARD I. HOFFEN
|
|
Director
|
|
June 1, 2020
|
Howard I. Hoffen
|
|
|
||
|
|
|
||
/s/ ARTHUR T. KATSAROS
|
|
Director
|
|
June 1, 2020
|
Arthur T. Katsaros
|
|
|
||
|
|
|
|
|
/s/ JOHN F. LEHMAN
|
|
Director
|
|
June 1, 2020
|
John F. Lehman
|
|
|
|
|
|
|
|
||
/s/ GENERAL ROBERT MAGNUS, USMC (RETIRED)
|
|
Director
|
|
June 1, 2020
|
General Robert Magnus, USMC (Retired)
|
|
|
|
|
|
|
|
||
/s/ DENNIS S. MARLO
|
|
Director
|
|
June 1, 2020
|
Dennis S. Marlo
|
|
|
|
|
|
|
|
||
/s/ PAUL J. TUFANO
|
|
Director
|
|
June 1, 2020
|
Paul J. Tufano
|
|
|
|
|
|
|
|
|
|
/s/ RONALD P. VARGO
|
|
Director
|
|
June 1, 2020
|
Ronald P. Vargo
|
|
|
|
|
•
|
prior to such date the board of directors approved either the “business combination” or the transaction that resulted in the stockholder becoming an “interested stockholder”;
|
•
|
upon consummation of the transaction that resulted in the stockholder becoming an “interested stockholder,” the “interested stockholder” owned at least 85% of the voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding those shares owned by persons who are directors and also officers and certain other stockholders; or
|
•
|
on or subsequent to such date the “business combination” is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the “interested stockholder.”
|
•
|
eliminate the personal liability of our directors for monetary damages resulting from breaches of their fiduciary duty, but such provision does not eliminate liability for breaches of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, violations under Section 174 of the Delaware General Corporation Law or for any transaction from which the director derived an improper personal benefit; and
|
•
|
indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law, including circumstances in which indemnification is otherwise discretionary.
|
Re:
|
Severance Agreement
|
a.
|
A lump sum cash payment within sixty (60) days following your termination of employment equal to the sum of (i) your annual base compensation then in effect (or immediately prior to any reduction resulting in a termination for Good Reason) and (ii) your annual cash bonus at such target level then in effect (or immediately prior to any reduction resulting in a termination for Good Reason);
|
A.
|
The Corporation is engaged in the design, manufacture (through sub-contracts), and distribution of various products and technology relating to uninterruptible power supplies and power converters for the cable television and telecommunications industries and the Alternate Energy Market (the "Technology").
|
1.
|
EMPLOYMENT.
|
2.
|
TERM.
|
3.
|
DUTIES AND EXTENT OF SERVICES.
|
A.
|
Duties. Executive shall be the President and COO of the Corporation with responsibility for management of the day to day affairs of the Corporation, and the management, coordination and overall development of the business of the Corporation, including managing its relationship with its vendors, sub-contractors. suppliers, licensors, distributors and others, and including product design, development and marketing, subject to the direction, oversight and approval of the Corporation's Board of Directors or Executive Committee. In addition Executive shall direct and supervise all officers, agents and employees of the Corporation (other than the Chairman of the Board), and shall see that all orders and resolutions of the Board of Directors and the Executive Committee are carried into effect. Executive shall also perform such other duties and exercise such other powers as the By-laws may provide or the Board of Directors or Executive Committee may assign. Executive agrees to serve on the Board of Directors and the Executive Committee of the Corporation, or on additional boards or committees. if elected or requested.
|
4.
|
COMPENSATION.
|
A.
|
The Corporation agrees to pay to Executive as compensation for all of the services to be rendered by Executive under or pursuant to this Agreement, a Salary at the rate of $ 240,000.00 US Dollars per annum (the “Salaryu). payable in accordance with the normal payroll practices of the Corporation.
|
B.
|
A performance based bonus of $150,000.00 per year will be paid based on objectives and goals to be determined jointly by the Executive and the Executive Committee.
|
5.
|
EXECUTIVE BENEFITS.
|
A.
|
Vacation. Executive shall be entitled to 3 weeks' paid vacation in each year. The Corporation shall endeavor to be flexible in its administration of the vacation time available to Executive. In addition, Executive shall be entitled to sick leave in accordance with the Corporation's regular policies which at present provides for 5 days annually.
|
B.
|
Medical Plan. Executive shall be provided, with such health, accident and disability insurance plans as are generally provided to other executives of the Corporation.
|
C.
|
Additional Executive Benefit Plans. During the term of employment hereunder, Executive shall be entitled to participate, at the Corporation's expense, in all pension and retirement plans established by the Corporation for its employees and executive (to the extent permitted by the terms of those plans).
|
D.
|
Indemnification. The Corporation shall indemnify the Executive and hold him harmless in accordance with RCW 23B.08.510, et seq. as amended, to the maximum extent permitted by law and by the Articles of Incorporation and Bylaws of the Corporation, as amended, with respect to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or of any other nature, arising out of any act or omission by the Executive in carrying out his duties hereunder or as a Director of the Corporation (in the event he serves in such capacity); provided, however, that the Corporation shall not be required to provide such indemnification to the extent Executive receives payment therefore under any policy of insurance carried by the Corporation.
|
6.
|
EXPENSES: PERQUISITES.
|
A.
|
Reimbursement: Vouchers. Subject to the Corporation's policies regarding the reimbursement and non-reimbursement of expenses, the Corporation shall reimburse Executive for all reasonable business expenses incurred by Executive in connection with his employment hereunder. The Executive shall submit to the Corporation such vouchers or expense statements satisfactorily evidencing such expenses as may be reasonably requested by the Corporation.
|
7.
|
CONFIDENTIALITY: CORPORATION TO OWN INVENTIONS.
|
A.
|
Acknowledgment of Proprietary Information. Executive acknowledges that he may become aware of information that is furnished by, or was created by, the Corporation or any of the Corporation's suppliers, vendors, subcontractors, licensors or other parties which have a contractual relationship with the Corporation (hereinafter, the "Disclosing Party"), which has commercial value and which is of a confidential nature or is marked as being confidential, or has not been publicly released by authorized representatives of the Dlscloslng Party. This information, includes, but is not limited to, designs, methods, inventions, improvements, trade secrets, processes, data and know-how, software programs, techniques, marketing plans, strategies, forecasts, business methods, copyrightable material and customer lists, whether in oral or written form ("confidential information").
|
B.
|
Duty of Confldentlality. Executive agrees that all this confidential information is the sole property of the Disclosing Party, including all patents, copyrights or other rights in connection with that information, and promises not to use or disclose any of that Information, either during his employment by the Corporation or after its termination, without the written consent of the Disclosing Party, unless it is necessary in the ordinary course of performing his duties to the Corporation or the Disclosing party. Executive agrees, at the Disclosing Party's request, to execute any additional confidentiality agreements which may be required by the customers of the Disclosing Party in connection with specific customer contracts. In addition, Executive agrees that he shall deliver to the Disclosing Party all documents and materials which may contain such confidential information immediately when requested by the Disclosing Party. Moreover. if the Disclosing Party does not request it, Executive shall deliver to the Disclosing Party all manually or electronically written materials which may contain any confidential information upon the termination of his employment for any reason. Notwithstanding anything herein to the contrary, Executive may disclose confidential information in a court proceeding if he is ordered by a court to do so, provided he informs the court of the confidentiality obligations to which he is subject, and requests an appropriate protective order or disclosure in camera.
|
C.
|
Disclosure of Invention/Anticipated Research. Executive agrees to promptly disclose in writing to the Corporation any new designs, methods or processes, machines, product ideas or designs, methods or processes, computer programs or techniques ("inventions") which he makes or conceives during the term of his employment. He also shall disclose to the Corporation, in advance, any development of inventions which he plans to undertake during his employment if he desires to remove such endeavors from the operation of this Agreement. Executive understands that the Corporation cannot obligate him to assign certain inventions under the law. However, he shall make these disclosures for his own protection as well as for the protection of the Corporation. The Corporation shall promptly advise Executive whether any invention or anticipated development which he discloses relates to the Corporation's actual or demonstrably anticipated research and development. All disclosures shall be kept confidential by the Corporation.
|
D.
|
Ownership of Inventions. Executive agrees that all inventions which he develops either:
|
(1)
|
Using equipment, supplies, facilities or trade secret information of the Corporation;
|
(2)
|
During hours for which he was compensated by the Corporation;
|
(3)
|
Which relates to the business of the Corporation, or to Its actual or demonstrably anticipated research and development; or
|
(4)
|
Which results, in whole or in part, from work performed by Executive for the Corporation;
|
E.
|
No Breach of Existing Agreement. Executive represents that his performance of all the terms of this paragraph 7 shall not breach any agreement to keep in confidence proprietary information acquired by him prior to his employment by the Corporation, nor violate any obligation he may have to any former employer.
|
F.
|
Non-Solicitation. Executive agrees that until 1 year from and after the termination or expiration of his employment by the Corporation, whereto pursuant to the terms of this Agreement or otherwise, and without regard to the reason for such termination of employment, he shall not:
|
(1)
|
directly or indirectly solicit, entice or induce any employee of the Corporation, or any of its subsidiary or affiliated companies, to be employed by any person, firm or corporation which is, directly or indirectly, in competition with the business activities of the Corporation, or any of its subsidiary or affiliated companies; or
|
(2)
|
directly or indirectly approach any such employee for these purposes; or
|
(3)
|
authorize or knowingly assist in the taking of such actions by other persons on behalf of any such person. firm or corporation.
|
G.
|
Conflicting Interest. Executive agrees that during the term of his employment by the Corporation, whether under this Agreement or otherwise, he shall not at any time, except with the express prior consent of the Board of Directors or the Chairman of the Board, enter into, on behalf of the Corporation, or any of its subsidiaries or afflliated companies, or cause the Corporation or any of its subsidiaries or affiliated companies to enter into, directly or indirectly, any transactions with any business or investment organization in which he or any member of his Immediate family may be interested as a partner, trustee, director, officer, employee, shareholder, lender of money, beneficiary, or guarantor.
|
8.
|
NON COMPETITION.
|
9.
|
INJUNCTIVE REUEF.
|
10.
|
TERMINATION.
|
D.
|
The Corporation and the Executive each have as their sole right, the option to negotiate the renewal of this agreement at the end of the term as provided for in paragraph 2. Should the Corporation fail to offer to renew or extend the agreement at substantially the same terms and conditions as the original agreement, the Corporation shall pay a lump-sum payment equal to 2 months of the Executive's then current Salary. If the Corporation exercises it's right to not renew or extend the agreement and a change of control as defined in paragraph 10 E has taken place, the Corporation shall pay a lump-sum payment equal to 6 months of the Executive's then current monthly Salary.
|
E.
|
Change of control shall mean for purposes of termination, the transfer of ownership and control of the Board of Directors or Executive Committee from Mr. Fred Kaiser to any other parties, corporation, partnerships, etc., outside his direct control or the replacement of or change of reporting relationship of the Presi5ent and Chief Operating Officer.
|
F.
|
The payment described in this paragraph 10 are and shall be Executive's sole compensation with respect to termination, and shall constitute Executive's sole and exclusive remedy, in lieu of all rights and claims of Executive, at law or in equity, with respect to a claim of wrongful termination by the Corporation.
|
11.
|
NO CONFLICTING AGREEMENTS.
|
12.
|
ENTIRE AGREEMENT.
|
13.
|
APPLICABLE LAW: JURISDICTION.
|
14.
|
NOTICES.
|
15.
|
BINDING AGREEMENT.
|
16.
|
SEVERABILITY.
|
17.
|
If, at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall not impair the enforceability of any other provision of this Agreement.
|
18.
|
SURVIVAL. 6
|
A.
|
The Corporation is engaged in the design, manufacture (through sub-contracts}, and distribution of various products and technology relating to uninterruptible power supplies and power converters for the cable television and telecommunications industries (the "Technology").
|
1.
|
EMPLOYMENT.
|
2.
|
TERM.
|
3.
|
DUTIES AND EXTENT OF SERVICES.
|
A.
|
Duties. Executive shall be the President and COO of the Corporation with responsibility for management of the day to day affairs of the Corporation, and the management, coordination and overall development of the business of the Corporation, including managing its relationship with its vendors, sub-contractors, suppliers, licensors, distributors and others, and including product design, development and marketing, subject to the direction, oversight and approval of the Corporation's Board of Directors
|
B. Location. The principal place of employment of Executive shall be at the facilities located in Bellingham, Washington.
|
1
|
4.
|
COMPENSATION.
|
A.
|
The Corporation agrees to pay to Executive as compensation for all of the services to be rendered by Executive under or pursuant to this Agreement, a Salary at the rate of
|
B.
|
A performance bonus of $150,000 per year will be paid based on objectives and goals to be determined jointly by the Executive and the Executive Committee.
|
5.
|
EXECUTIVE BENEFITS.
|
A.
|
Vacation. Executive shall be entitled to 4 weeks paid vacation in each year. The Corporation shall endeavor to be flexible in its administration of the vacation time available to Executive. In addition, Executive shall be entitled to sick leave in accordance with the Corporation's regular policies which at present provides for 5 days annually.
|
B.
|
Medical Plan. Executive shall be provided, with such health, accident and disability insurance plans as are generally provided to other executives of the Corporation.
|
C.
|
Additional Executive Benefit Plans. During the term of employment hereunder, Executive shall be entitled to participate, at the Corporation's expense, in all standard pension and retirement plans established by the Corporation for its employees and executive (to the extent permitted by the terms of those plans).
|
D.
|
Indemnification. The Corporation shall indemnify the Executive and hold him harmless in accordance with RCW 23B.08.510, et seq. as amended, to the maximum extent permitted by law and by the Articles of Incorporation and Bylaws of the Corporation, as amended, with respect to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or of any other nature, arising out of any act or omission by the Executive in carrying out his duties hereunder or as a Director of the Corporation (in the event he serves in such capacity}; provided, however, that the Corporation shall not be required to provide such indemnification to the extent Executive receives payment therefore under any policy of insurance carried by the Corporation.
|
6.
|
EXPENSES: PERQUISITES.
|
A.
|
Reimbursement: Vouchers. Subject to the Corporation's policies regarding the reimbursement and non-reimbursement of expenses, the Corporation shall reimburse Executive for all reasonable business expenses incurred by Executive in connection with his employment hereunder. The Executive shall submit to the Corporation such vouchers or expense statements satisfactorily evidencing such expenses as may be reasonably requested by the Corporation.
|
7.
|
CONFIDENTIALITY: CORPORATION TO OWN INVENTIONS.
|
A.
|
Acknowledgment of Proprietary Information. Executive acknowledges that he may become aware of information that is furnished by, or was created by, the Corporation or any of the Corporation's suppliers, vendors, subcontractors, licensors or other parties which have a contractual relationship with the Corporation (hereinafter, the "Disclosing Party"), which has commercial value and which is of a confidential nature or is marked as being confidential, or has not been publicly released by authorized representatives of the Disclosing Party. This information, includes, but is not limited to, designs, methods, inventions, improvements, trade secrets, processes, data and know-how, software programs, techniques, marketing plans, strategies, forecasts, business methods, copyrightable material and customer lists, whether in oral or written form (“confidential information").
|
B.
|
Duty of Confidentiality. Executive agrees that all this confidential information is the sole property of the Disclosing Party, including all patents, copyrights or other rights in connection with that information, and promises not to use or disclose any of that information, either during his employment by the Corporation or after its termination, without the written consent of the Disclosing Party, unless it is necessary in the ordinary course of performing his duties to the Corporation or the Disclosing party. Executive agrees, at the Disclosing Party's request, to execute any additional confidentiality agreements which may be required by the customers of the Disclosing Party in connection with specific customer contracts. In addition, Executive agrees that he shall deliver to the Disclosing Party all documents and materials which may contain such confidential information immediately when requested by the Disclosing Party. Moreover, if the Disclosing Party does not request it, Executive shall deliver to the Disclosing Party all manually or electronically written materials which may contain any confidential information upon the termination of his employment for any reason. Notwithstanding anything herein to the contrary, Executive may disclose confidential information in a court proceeding if he is ordered by a court to do so, provided he informs the court of the confidentiality obligations to which he is subject, and requests an appropriate protective order or disclosure in camera.
|
C.
|
Disclosure of Invention/Anticipated Research. Executive agrees to promptly disclose in writing to the Corporation any new designs, methods or processes, machines, product ideas or designs, methods or processes, computer programs or techniques ("inventions") which he makes or conceives during the term of his employment. He also shall disclose to the Corporation, in advance, any development of inventions which he plans to undertake during his employment if he desires to remove such endeavors from the operation of this Agreement. Executive understands that the Corporation cannot obligate him to assign certain inventions under the law. However, he shall make these disclosures for his own protection as well as for the protection of the Corporation. The Corporation shall promptly advise Executive whether any invention or anticipated development which he discloses relates to the Corporation's actual or demonstrably anticipated research and development. All disclosures shall be kept confidential by the Corporation.
|
D.
|
Ownership of Inventions. Executive agrees that all inventions which he develops either:
|
(1)
|
Using equipment, supplies, facilities or trade secret information of the Corporation;
|
(2)
|
During hours for which he was compensated by the Corporation;
|
(3)
|
Which relates to the business of the Corporation, or to its actual or demonstrably anticipated research and development; or
|
(4)
|
Which results, in whole or in part, from work performed by Executive for the Corporation;
|
E.
|
No Breach of Existing Agreement. Executive represents that his performance of all the terms of this paragraph 7 shall not breach any agreement to keep in confidence proprietary information acquired by him prior to his employment by the Corporation, nor violate any obligation he may have to any former employer.
|
F.
|
Non Solicitation. Executive agrees that until 1 year from and after the termination or expiration of his employment by the Corporation, whereto pursuant to the terms of this Agreement or otherwise, and without regard to the reason for such termination of employment, he shall not:
|
(1)
|
directly or indirectly solicit, entice or induce any employee of the Corporation, or any of its subsidiary or affiliated companies, to be employed by any person, firm or corporation which is, directly or indirectly, in competition with the business activities of the Corporation, or any of its subsidiary or affiliated companies; or
|
(2)
|
directly or indirectly approach any such employee for these purposes; or
|
(3)
|
authorize or knowingly assist in the taking of such actions by other persons on behalf of any such person, firm or corporation.
|
G.
|
Conflicting Interest. Executive agrees that during the term of his employment by the Corporation, whether under this Agreement or otherwise, he shall not at any time, except with the express prior consent of the Board of Directors or the Chairman of the Board, enter into, on behalf of the Corporation, or any of its subsidiaries or affiliated companies, or cause the Corporation or any of its subsidiaries or affiliated companies to enter into, directly or indirectly, any transactions with any business or investment organization in which he or any member of his immediate family may be interested as a
|
8.
|
NON-COMPETITION.
|
9.
|
INJUNCTIVE RELIEF.
|
10.
|
TERMINATION.
|
D.
|
The Corporation and the Executive each have as their sole right, the option to negotiate the renewal of this agreement at the end of the term as provided for in paragraph 2. Should the Corporation fail to offer to renew or extend the agreement at substantially the same terms and conditions as the original agreement, the Corporation shall pay a lump-sum payment equal to 2 months of the Executive's then current monthly Salary. If the Corporation exercises it's right to not renew or extend the agreement and a change of control as defined in paragraph 10 E has taken place, the Corporation shall pay a lump-sum payment equal to 12 months of the Executive's then current monthly Salary.
|
E.
|
Change of control shall mean for purposes of termination, the transfer of ownership and control of the Board of Directors or Executive Committee from Mr. Fred Kaiser to any other parties, corporation, partnerships, etc., outside his direct control or the replacement of or change of reporting relationship of the President and Chief Operating Officer. Excluded shall be any change of control to another Alpha Group company or the Kaiser/Bosari Foundation. 5
|
F.
|
The payment described in this paragraph 10 are and shall be Executive's sole compensation with respect to termination, and shall constitute Executive's sole and exclusive remedy, in lieu of all rights and claims of Executive, at law or in equity, with respect to a claim of wrongful termination by the Corporation.
|
11.
|
NO CONFLICTING AGREEMENTS.
|
12.
|
ENTIRE AGREEMENT.
|
13.
|
APPLICABLE LAW; JURISDICTION.
|
14.
|
NOTICES.
|
15.
|
BINDING AGREEMENT.
|
16.
|
SEVERABILITY.
|
17.
|
SURVIVAL.
|
1.
|
Section 2. Modified Term. The Corporation and Employee are currently parties to a September 12, 2012 Employment Agreement (the "Employment Agreement") that includes a December 31, 2017 termination date. The Corporation and Employee agree to extend the Employment Agreement's termination date from December 31, 2017 until December 31, 2022.
|
2.
|
Section 4. Compensation. Salary is $440,000 USO per annum. Performance Bonus is $350,000 USO per annum.
|
3.
|
Section 10 D. Termination. Should the Corporation fail to offer to renew or extend the
|
4.
|
All Other Terms Unchanged. The Corporation and Employee agree that all other terms of the Employment Agreement shall remain unchanged with the sole exception of the modified termination date.
|
EnerSys Argentina S.A.
|
|
Argentina
|
EnerSys Australia Pty Ltd.
|
|
Australia
|
ICS Industries Pty Ltd.
|
|
Australia
|
ICS Sheet Metal Pty Ltd.
|
|
Australia
|
International Communication Shelters Australasia Pty Ltd.
|
|
Australia
|
Lancord Pty Ltd.
|
|
Australia
|
Lenmic Pty Ltd.
|
|
Australia
|
National Infrastructure Pty Ltd.
|
|
Australia
|
National Infrastructure Services Pty Ltd.
|
|
Australia
|
Powercom (NSW) Pty Ltd.
|
|
Australia
|
Alpha Technologies Pty. Ltd.
|
|
Australia
|
EnerSys GmbH
|
|
Austria
|
EnerSys BVBA
|
|
Belgium
|
EnerSys Brasil Ltda.
|
|
Brazil
|
EnerSys Participacoes Ltda.
|
|
Brazil
|
Industrial Battery Holding Ltda.
|
|
Brazil
|
Alpha Innovations Industria e Comercio de Produtos Eletronicos Ltda.
|
|
Brazil
|
EnerSys AD (99.8%) *
|
|
Bulgaria
|
EnerSys Canada Inc.
|
|
Canada
|
Alpha Technologies Ltd.
|
|
Canada
|
Argus Research Ltd.
|
|
Canada
|
Alpha Technical Services Ltd.
|
|
Canada
|
EnerSys Cayman Euro L.P.
|
|
Cayman Islands
|
EnerSys Cayman Holdings L.P.
|
|
Cayman Islands
|
EnerSys Cayman Inc.
|
|
Cayman Islands
|
YCI, Inc.
|
|
Cayman Islands
|
EnerSystem Chile Ltda.
|
|
Chile
|
EnerSys (Chaozhou) Huada Batteries Company Limited
|
|
China
|
EnerSys (China) Huada Batteries Company Limited
|
|
China
|
EnerSys (Chongqing) Huada Batteries Company Limited
|
|
China
|
EnerSys (Jiangsu) Huada Batteries Company Limited (94.7%) *
|
|
China
|
EnerSys (Yangzhou) Huada Batteries Co. Ltd.
|
|
China
|
Shenzhen Huada Power Supply Mechanical & Electrical Co. Ltd.
|
|
China
|
Alphatec Technologies (Shenzhen) Co. Ltd.
|
|
China
|
SiteTel Shanghai Co Ltd.
|
|
China
|
EnerSys, s.r.o.
|
|
Czech Republic
|
EnerSys A/S
|
|
Denmark
|
EnerSys Europe Oy
|
|
Finland
|
EnerSys SARL
|
|
France
|
Hawker GmbH
|
|
Germany
|
EnerSys AE
|
|
Greece
|
EnerSys Asia Limited
|
|
Hong Kong
|
Telecomponents & Supply (Hong Kong) Ltd.
|
|
Hong Kong
|
EnerSys Hungária Kft.
|
|
Hungary
|
EnerSys Battery Private Limited
|
|
India
|
EnerSys India Batteries Private Ltd.
|
|
India
|
Alpha Tech Energy Solutions India Private Limited
|
|
India
|
EnerSys S.r.l.
|
|
Italy
|
EnerSys Holdings (Luxembourg) Sarl
|
|
Luxembourg
|
EnerSys Luxembourg Finance Sarl
|
|
Luxembourg
|
DCPM Engineering Sdn Bhd
|
|
Malaysia
|
EnerSys Malaysia Sdn Bhd
|
|
Malaysia
|
MIB Energy Sdn Bhd
|
|
Malaysia
|
UTS Holdings Sdn Bhd
|
|
Malaysia
|
UTS Technology (JB) Sdn Bhd
|
|
Malaysia
|
UTS Technology (PG) Sdn Bhd
|
|
Malaysia
|
EnerSys de Mexico, S de R.L. de CV
|
|
Mexico
|
EnerSys de Mexico II, S de R.L. de CV
|
|
Mexico
|
Powersonic, S de R.L. de CV
|
|
Mexico
|
Yecoltd, S. de R.L. de CV
|
|
Mexico
|
Batterias Hawker de Mexico S. de R.L. de C.V.
|
|
Mexico
|
Alpha Mexico Network Power S.A. de C.V.
|
|
Mexico
|
Riverfront Holding S. de R.L. de C.V.
|
|
Mexico
|
Alpha Innovations Mexico S. de R.L. de C.V.
|
|
Mexico
|
ENAS Industrial Batteries Morocco Sarl
|
|
Morocco
|
EnerSys AS
|
|
Norway
|
EnerSys sp. z o.o.
|
|
Poland
|
EnerSys CJSC
|
|
Russia
|
Battery Power International Pte Ltd.
|
|
Singapore
|
EnerSys Reserve Power Pte. Ltd.
|
|
Singapore
|
EnerSys South East Asia Pte. Ltd.
|
|
Singapore
|
NaviSemi Energy Pte Ltd.
|
|
Singapore
|
EnerSys, s.r.o.
|
|
Slovak Republic
|
Acumuladores Industriales EnerSys SA
|
|
Spain
|
EnerSys AB
|
|
Sweden
|
Purcell Systems International AB
|
|
Sweden
|
N Holding AB
|
|
Sweden
|
SiteTel Sweden AB
|
|
Sweden
|
EH Batterien AG
|
|
Switzerland
|
EH Europe GmbH
|
|
Switzerland
|
EH Global Holdings GmbH
|
|
Switzerland
|
EH Swiss Holdings GmbH
|
|
Switzerland
|
EnerSys BV
|
|
The Netherlands
|
Enersys Akü Sanaya Dis Ticaret Limited Sirketi
|
|
Turkey
|
EnerSys LLC
|
|
Ukraine
|
NorthStar Battery DMCC
|
|
United Arab Emirates
|
ABSL Power Solutions Ltd.
|
|
United Kingdom
|
EnerSys Holdings UK Ltd.
|
|
United Kingdom
|
EnerSys Ltd.
|
|
United Kingdom
|
NaviSemi Inc.
|
|
California
|
ABSL Power Solutions Inc.
|
|
Delaware
|
EnerSys Advanced Systems Inc.
|
|
Delaware
|
EnerSys Capital Inc.
|
|
Delaware
|
EnerSys Delaware Inc.
|
|
Delaware
|
EnerSys Delaware LLC I
|
|
Delaware
|
EnerSys Delaware LLC II
|
|
Delaware
|
EnerSys Delaware LLC III
|
|
Delaware
|
EnerSys Delaware LLC IV
|
|
Delaware
|
EnerSys Delaware LLC V
|
|
Delaware
|
EnerSys Energy Products Inc.
|
|
Delaware
|
EnerSys European Holding Co.
|
|
Delaware
|
EnerSys Mexico Holdings LLC
|
|
Delaware
|
EnerSys Mexico Management LLC
|
|
Delaware
|
Esfinco,LLC
|
|
Delaware
|
Hawker Powersource, Inc.
|
|
Delaware
|
Hawker Power Systems, Inc.
|
|
Delaware
|
Purcell Systems, Inc.
|
|
Delaware
|
Quallion LLC
|
|
Delaware
|
NorthStar Battery Company, LLC
|
|
Missouri
|
New Pacifico Realty, Inc.
|
|
Nevada
|
Alpha Technologies Services, Inc.
|
|
Nevada
|
Alpha Broadband Services Inc.
|
|
Nevada
|
Alpha Alternative Energy Inc.
|
|
Nevada
|
Cooperative Enterprises Inc.
|
|
Washington
|
Outback Power Technologies, Inc.
|
|
Washington
|
*
|
These entities are majority-owned by EnerSys with the remaining interests held by third parties.
|
(1)
|
Registration Statement (Form S-8 No. 333-226712) pertaining to the EnerSys 2018 Employee Stock Purchase Plan,
|
(2)
|
Registration Statement (Form S-8 No. 333-219838) pertaining to the EnerSys 2017 Equity Incentive Plan, and
|
1.
|
I have reviewed this Annual Report on Form 10-K of EnerSys;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
ENERSYS
|
||
|
|
|
By
|
|
/s/ David M. Shaffer
|
|
|
|
|
|
David M. Shaffer
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of EnerSys;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
ENERSYS
|
||
|
|
|
By
|
|
/s/ Michael J. Schmidtlein
|
|
|
|
|
|
Michael J. Schmidtlein
|
|
|
Chief Financial Officer
|
ENERSYS
|
||
|
|
|
By
|
|
/s/ David M. Shaffer
|
|
|
|
|
|
David M. Shaffer
|
|
|
Chief Executive Officer
|
|
|
|
By
|
|
/s/ Michael J. Schmidtlein
|
|
|
|
|
|
Michael J. Schmidtlein
|
|
|
Chief Financial Officer
|