10-Q 1 fy2015q3-20141231.htm 10-Q FY 2015 Q3 - 2014.12.31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 __________________________________________________
FORM 10-Q
 __________________________________________________
 (Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2014
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-11263
 __________________________________________________
EXIDE TECHNOLOGIES
(Exact name of registrant as specified in its charter)
 __________________________________________________ 
Delaware
 
23-0552730
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
 
13000 Deerfield Parkway,
Building 200
Milton, Georgia
 
30004
(Address of principal executive offices)
 
(Zip Code)
(678) 566-9000
(Registrant’s telephone number, including area code)
 __________________________________________________
 
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
  
¨
  
Accelerated filer
  
¨
 
 
 
 
 
 
Non-accelerated filer
  
ý
  
Smaller reporting company
  
¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
As of January 28, 2015, 77,998,699 shares of common stock were outstanding.



EXIDE TECHNOLOGIES AND SUBSIDIARIES
TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
Item 1.
 
 
 
 
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2014 AND 2013
 
 
 
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2014 AND 2013
 
 
 
 
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2014 AND MARCH 31, 2014
 
 
 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED DECEMBER 31, 2014 AND 2013
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
MINE SAFETY DISCLOSURES
 
 
 
Item 5.
OTHER INFORMATION
 
 
 
Item 6.
 
 


2


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

EXIDE TECHNOLOGIES AND SUBSIDIARIES
DEBTOR-IN-POSSESSION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)


Three Months Ended
 
Nine Months Ended

December 31, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Net sales
$
692,568

 
$
759,666

 
$
1,999,128

 
$
2,139,710

Cost of sales
603,214

 
649,642

 
1,744,731

 
1,856,913

Gross profit
89,354

 
110,024

 
254,397

 
282,797

Selling and administrative expenses
85,523

 
94,668

 
269,074

 
275,532

Restructuring and impairments, net
278

 
3,329

 
17,910

 
14,653

Operating income (loss)
3,553

 
12,027

 
(32,587
)
 
(7,388
)
Other (income) expense, net
11,992

 
(3,648
)
 
28,704

 
(5,990
)
Interest expense, net
33,443

 
31,810

 
104,550

 
83,694

Loss before reorganization items, net
(41,882
)
 
(16,135
)
 
(165,841
)
 
(85,092
)
Reorganization items, net
18,391

 
16,998

 
55,765

 
75,943

Loss before income taxes
(60,273
)
 
(33,133
)
 
(221,606
)
 
(161,035
)
Income tax provision
3,007

 
1,344

 
9,377

 
4,628

Net loss
(63,280
)
 
(34,477
)
 
(230,983
)
 
(165,663
)
Net income (loss) attributable to noncontrolling interests
245

 
215

 
(15
)
 
336

Net loss attributable to Exide Technologies
$
(63,525
)
 
$
(34,692
)
 
$
(230,968
)
 
$
(165,999
)
Loss per share

 

 
 
 
 
Basic
$
(0.81
)
 
$
(0.44
)
 
$
(2.95
)
 
$
(2.13
)
Diluted
$
(0.81
)
 
$
(0.44
)
 
$
(2.95
)
 
$
(2.13
)
Weighted average shares

 

 
 
 
 
Basic
78,246

 
78,265

 
78,243

 
78,033

Diluted
78,246

 
78,265

 
78,243

 
78,033

The accompanying notes are an integral part of these statements.

3


EXIDE TECHNOLOGIES AND SUBSIDIARIES
DEBTOR-IN-POSSESSION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited, in thousands)

 
Three Months Ended
 
Nine Months Ended
 
December 31, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Net loss
$
(63,280
)
 
$
(34,477
)
 
$
(230,983
)
 
$
(165,663
)
Other comprehensive loss:
 
 
 
 
 
 
 
Foreign currency translation adjustment
(22,343
)
 
5,422

 
(59,382
)
 
24,977

Change in defined benefit liabilities, net
1,216

 
80

 
3,188

 
(338
)
Total comprehensive loss
(84,407
)
 
(28,975
)
 
(287,177
)
 
(141,024
)
Comprehensive income (loss) attributable to noncontrolling interests
239

 
215

 
(17
)
 
336

Comprehensive loss attributable to Exide Technologies
$
(84,646
)
 
$
(29,190
)
 
$
(287,160
)
 
$
(141,360
)
The accompanying notes are an integral part of these statements.


4


EXIDE TECHNOLOGIES AND SUBSIDIARIES
DEBTOR-IN-POSSESSION
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except per share data)


December 31, 2014
 
March 31, 2014
ASSETS

Current assets:

 

Cash and cash equivalents
$
54,979

 
$
103,711

Accounts receivable, net
454,871

 
495,447

Inventories
488,895

 
483,218

Prepaid expenses and other current assets
43,044

 
47,874

Deferred income taxes
14,741

 
16,339

Total current assets
1,056,530

 
1,146,589

Property, plant and equipment, net
544,378

 
576,412

Other assets:

 

Goodwill and intangibles, net
126,217

 
142,381

Deferred income taxes
86,587

 
116,736

Other noncurrent assets
106,847

 
50,670

Total other assets
319,651

 
309,787

Total assets
$
1,920,559

 
$
2,032,788

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

Current liabilities:

 

Short-term borrowings
$
2,690

 
$
4,058

Current maturities of long-term debt
484,465

 
288,386

Accounts payable
249,218

 
268,828

Accrued expenses
261,132

 
263,904

Deferred income taxes
3,130

 
4,435

Total current liabilities
1,000,635

 
829,611

Long-term debt
13,750

 
15,533

Noncurrent retirement obligations
141,207

 
166,692

Deferred income taxes
13,862

 
25,332

Other noncurrent liabilities
58,370

 
64,493

Liabilities not subject to compromise
1,227,824

 
1,101,661

Liabilities subject to compromise
998,317

 
950,643

STOCKHOLDERS’ DEFICIT

 

Preferred stock, $0.01 par value, 1,000 shares authorized, 0 shares issued and outstanding

 

Common stock, $0.01 par value, 200,000 shares authorized, 78,000 and 79,078 shares issued and outstanding
780

 
791

Additional paid-in capital
1,140,602

 
1,139,850

Accumulated deficit
(1,388,092
)
 
(1,157,124
)
Accumulated other comprehensive loss
(67,641
)
 
(11,449
)
Total stockholders’ deficit attributable to Exide Technologies
(314,351
)
 
(27,932
)
Noncontrolling interests
8,769

 
8,416

Total stockholders’ deficit
(305,582
)
 
(19,516
)
Total liabilities and stockholders’ deficit
$
1,920,559

 
$
2,032,788

The accompanying notes are an integral part of these statements.

5


EXIDE TECHNOLOGIES AND SUBSIDIARIES
DEBTOR-IN-POSSESSION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)

 
Nine Months Ended
 
December 31, 2014
 
December 31, 2013
Cash Flows From Operating Activities:
 
 
 
Net loss
$
(230,983
)
 
$
(165,663
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
Depreciation and amortization
58,785

 
60,129

Loss (gain) on asset sales / impairments, net
13,491

 
(4,693
)
Non-cash reorganization items

 
12,301

Deferred income taxes
5,841

 
(2,213
)
Provision for doubtful accounts
2,101

 
1,018

Non-cash stock compensation
753

 
2,566

Amortization of deferred financing costs
24,509

 
18,074

Currency remeasurement (gain) loss
28,821

 
(4,843
)
Changes in assets and liabilities:
 
 
 
Receivables
(11,249
)
 
(5,544
)
Inventories
(43,740
)
 
(19,294
)
Other current assets
(6,999
)
 
(22,704
)
Payables
17,516

 
(111,070
)
Accrued expenses
69,921

 
52,694

Other noncurrent liabilities
(11,059
)
 
157

Other, net
(68,329
)
 
(10,408
)
Net cash used in operating activities
(150,621
)
 
(199,493
)
Cash Flows From Investing Activities:
 
 
 
Capital expenditures
(76,936
)
 
(51,378
)
Insurance proceeds

 
3,461

Proceeds from asset sales
7,624

 
4,191

Net cash used in investing activities
(69,312
)
 
(43,726
)
Cash Flows From Financing Activities:
 
 
 
Decrease in short-term borrowings
(3,074
)
 
(14,996
)
Increase in other debt
196,240

 
270,009

Financing fees and other
(16,057
)
 
(29,221
)
Net cash provided by financing activities
177,109

 
225,792

Effect of exchange rate changes on cash and cash equivalents
(5,908
)
 
1,474

Net decrease in cash and cash equivalents
(48,732
)
 
(15,953
)
Cash and cash equivalents, beginning of period
103,711

 
104,289

Cash and cash equivalents, end of period
$
54,979

 
$
88,336


 
 
 
Supplemental Disclosures of Cash Flow Information:
 
 
 
Cash paid during the period:
 
 
 
Interest
$
31,006

 
$
19,188

Income taxes (net of refunds)
5,929

 
8,490

The accompanying notes are an integral part of these statements.

6


EXIDE TECHNOLOGIES AND SUBSIDIARIES
DEBTOR-IN-POSSESSION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1) PROCEEDINGS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
Reorganization under Chapter 11 of the U.S. Bankruptcy Code
The Consolidated Financial Statements include the accounts of Exide Technologies (referred to together with its subsidiaries, unless the context requires otherwise, as "Exide" or the "Company") and all of its majority-owned subsidiaries. Unless otherwise indicated or unless the context otherwise requires, references to "fiscal year" refer to the period ended March 31 of that year (e.g. "fiscal 2015" refers to the period beginning April 1, 2014 and ending March 31, 2015).
On June 10, 2013 (“Petition Date”), Exide Technologies ("Debtor") filed a voluntary petition for relief (“Chapter 11 Case”) under Chapter 11 of the United States Bankruptcy Code (“Bankruptcy Code” or “Chapter 11”), in the United States Bankruptcy Court for the District of Delaware (“Bankruptcy Court”) under the caption In re Exide Technologies, case number 13-11482. The Company's subsidiaries, foreign and domestic, have been excluded from the Chapter 11 Case, continue to operate their businesses without supervision from the Bankruptcy Court, and are not subject to the requirements of the Bankruptcy Code.
The Company filed for reorganization under Chapter 11 as it offered the most efficient alternative to restructure the Company's balance sheet and access new working capital while continuing to operate in the ordinary course. Factors leading to the reorganization included the Company's significant debt burden, the adverse impact of economic conditions on the Company's markets, particularly the U.S. and European markets, ongoing competitive pressures, loss of key customers over several years, the unplanned production shut down of one of the Company's facilities, and higher commodity costs including lead and purchased spent batteries. These factors contributed to higher costs and lower revenues and have resulted in significant operating losses and material adverse reductions in cash flows, severely affecting the Company's financial condition and its ability to make debt payments coming due. Downgrades of the Company's credit rating and loss of credit insurance used by certain suppliers adversely affected supplier trade credit terms, further impacting the Company's liquidity.
Exide is currently operating as a Debtor-in-Possession ("DIP") under the jurisdiction of the Bankruptcy Court and the applicable provisions of the Bankruptcy Code. In general, as a DIP, Exide is authorized to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. The Bankruptcy Code enables the Company to continue to operate its business without interruption and the Bankruptcy Court has granted a number of first day motions allowing Exide to pay pre-petition obligations to, among other parties, (i) employees, (ii) taxing authorities, (iii) insurance providers, (iv) independent contractors, (v) foreign vendors, and (vi) certain vendors deemed critical to the Company's operations.
While operating as a DIP under Chapter 11, the Debtor may sell, otherwise dispose of, or liquidate assets, or settle liabilities, subject to the approval of the Bankruptcy Court or otherwise as permitted in the ordinary course of business, in amounts other than those reflected in the Consolidated Financial Statements. Moreover, a plan of reorganization could materially change the amounts and classifications of assets and liabilities in the Consolidated Financial Statements.
Exide received Bankruptcy Court approval for, among other things, access to a DIP financing facility ("DIP Credit Facility") on the terms set forth in the Amended and Restated Superpriority Debtor-in-Possession Credit Agreement (as amended, ("DIP Credit Agreement"), the ability to pay pre-petition and post-petition employee wages, salaries and benefits, and to honor customer warranty, sales returns and rebate obligations. Subsequent to the Petition Date, the Company received approval from the Bankruptcy Court to pay or otherwise honor certain pre-petition obligations generally designed to stabilize the Company's operations including employee obligations, taxes, and from limited available funds, pre-petition claims of certain critical vendors, certain customer programs, limited foreign supplier obligations, adequate protection payments, and certain other pre-petition claims. Additionally, the Company has been paying and intends to continue to pay undisputed post-petition obligations in the ordinary course of business.
The DIP Credit Facility is used to supplement cash flows from operations during the reorganization process including the payment of post-petition ordinary course trade and other payables, the payment of certain permitted pre-petition claims, working capital needs, letter of credit requirements, and other general corporate purposes. The DIP Credit Facility contains certain financial covenants. Failure to maintain compliance with these covenants would result in an event of default which would restrict the availability of funds necessary to maintain the Company's operations and assist in funding the Company's reorganization plans.
The Chapter 11 petition triggered defaults on substantially all debt obligations of the Company and, as a result, the Company's senior secured notes and convertible notes have been accelerated and are due and payable. However, under Section 362 of the Bankruptcy Code, the commencement of a Chapter 11 Case automatically stays most creditor actions, including the

7


actions of the holders of the Company's senior secured notes and convertible notes, against the Company's estate. Absent an order of the Bankruptcy Court, substantially all pre-petition liabilities are subject to settlement under a plan of reorganization approved by the Bankruptcy Court. There can be no assurance that a plan will be proposed by the Company or confirmed by the Bankruptcy Court or that any such plan will be successfully implemented.
On November 4, 2014, the Company entered into a plan support agreement (as amended, supplemented, or otherwise modified from time to time, the "PSA") with certain members (the "Consenting Unofficial Committee of Senior Secured Noteholders' Members" or "Consenting UNC Members") of the UNC, pursuant to which the Consenting UNC Members have agreed to support the terms of a plan of reorganization ("POR Term Sheet"), pursuant to which the Company would emerge from Chapter 11. The PSA and POR Term Sheet contemplate a dual-track plan and sale process, which affirmatively requires the Company to run a sale process concurrently with the plan process. The PSA requires Consenting UNC Members, subject to the terms and conditions thereof, to vote in favor of and affirmatively support a plan of reorganization on the terms set forth in the POR Term Sheet in their capacity as both senior secured noteholders and term loan lenders under the DIP Credit Agreement.
On November 17, 2014, the Company filed its proposed plan of reorganization as amended prior to the hearing on the disclosure statement (the "POR") and a disclosure statement with the Bankruptcy Court. The POR and disclosure statement were consistent with the terms of the PSA and related POR Term Sheet. On December 17, 2014, the Company filed a motion to approve the disclosure statement and solicitation procedures for voting on the POR.
On January 7, 2015, the parties executed a backstop commitment agreement (the “Backstop Commitment Agreement”). The POR also includes a rights offering of second lien convertible notes to certain holders of senior secured notes (together with oversubscription rights) of $175.0 million which is backstopped by Consenting UNC Members for $160.0 million pursuant to the Backstop Commitment Agreement. Contemporaneously with the execution of the Backstop Commitment Agreement, the Company and certain of the Consenting UNC Members entered into an amendment of the PSA to reflect the commitments of the Backstop Commitment Agreement. Concurrently, the Company filed motions seeking approval of both the PSA and the Backstop Commitment Agreement, as well as for procedures to conduct the rights offering in accordance with the POR and the Backstop Commitment Agreement.
On January 28, 2015, the Company entered into an agreement (the “GUC Trust Settlement Agreement”) with the Official Committee of Unsecured Creditors (the “Creditors’ Committee”) and certain members of the UNC that, among other things, provided for the transfer of certain assets to a trust for the benefit of the Company’s general unsecured creditors upon the effective date of the POR and that resolved certain other disputes among the parties. In addition, the Creditors’ Committee and its members agreed to support and vote to accept the POR. Concurrently, the Company filed a motion seeking Bankruptcy Court approval of the GUC Trust Settlement Agreement.
On February 4, 2015, the Bankruptcy Court entered orders approving the disclosure statement, solicitation procedures, the GUC Trust Settlement Agreement, the PSA, the Backstop Commitment Agreement, and the rights offering procedures. The Bankruptcy Court has scheduled a hearing to consider confirmation of the POR for March 27, 2015. The transactions contemplated by the POR, the GUC Trust Settlement Agreement, the PSA and the Backstop Commitment Agreement represent a heavily-negotiated business deal through which the Company has secured from a majority of the holders of the Company’s senior secured notes and the Creditors' Committee and members thereof (i) support regarding a plan of reorganization and (ii) a commitment to invest in the new business post-emergence from Chapter 11.
No assurance can be given as to the value, if any, that may be distributable to holders of the Company's various pre-petition liabilities and other securities. The Company expects that the ultimate value of any distribution to holders of its securities will be determined in connection with a plan of reorganization. At this time it is not possible to predict the ultimate effect of the Chapter 11 reorganization on our business, various creditors and security holders, or when it may be possible to emerge from Chapter 11. The Company’s common stock has been delisted from trading on the Nasdaq Stock Market (“NASDAQ”) and the POR, if approved by the Bankruptcy Court, would result in the cancellation of the Company’s outstanding equity. Accordingly, the Company urges that caution be exercised with respect to existing and future investments in any of these securities or other Company claims. Further, it is also expected that the Company's senior secured notes and convertible notes will suffer substantial impairment.
The Consolidated Financial Statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and satisfaction of liabilities in the ordinary course of business. The ability of the Company to continue as a going concern is predicated upon, among other things, the confirmation of a reorganization plan, compliance with the provisions of the DIP Credit Agreement, the ability of the Company to generate cash flows from operations, and where necessary, obtaining financing sources sufficient to satisfy future obligations. As a result of the Chapter 11 filing, and consideration of various strategic alternatives, including possible assets sales, the Company expects that any reorganization plan will likely result in material changes to the carrying amount of assets and liabilities in the Consolidated Financial Statements. Given this uncertainty there is substantial doubt about our ability to continue as a going concern.

8


The Consolidated Financial Statements do not include adjustments, if any, to reflect the possible future effects on the recoverability and classification of recorded assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties.
Reorganization Costs:
Reorganization items included in the Consolidated Financial Statements included costs directly related to the Chapter 11 proceedings, as follows:

Three Months Ended
 
Nine Months Ended

December 31, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013

(In thousands)
 
(In thousands)
Professional fees
$
18,391

 
$
16,998

 
$
55,765

 
$
60,243

Write off debt financing costs/other

 

 

 
12,301

Other direct costs

 

 

 
3,399

Total
$
18,391

 
$
16,998

 
$
55,765

 
$
75,943

Liabilities Subject To Compromise:
The amounts of the various liabilities that are subject to compromise are set forth below. These amounts represent the Company's estimate of known or potential pre-petition claims to be resolved in connection with the Chapter 11 proceedings. Such claims remain subject to future adjustments which may result from: (i) negotiations; (ii) actions of the Bankruptcy Court; (iii) disputed claims; (iv) rejection of executory contracts and unexpired leases; (v) the determination as to the value of any collateral securing claims; (vi) proofs of claim; or (vii) other events. Such future adjustments will likely be material. Liabilities subject to compromise included the following:

December 31, 2014

March 31, 2014

(In thousands)
Debt
$
817,968


$
788,376

Accrued interest
27,532


10,515

Accounts payable
75,714


72,275

Retirement obligations
52,861


52,864

Restructuring reserve
5,594


7,274

Other accrued liabilities
18,648


19,339

Total
$
998,317


$
950,643

Basis of Presentation
The Consolidated Financial Statements are presented in accordance with the requirements of Form 10-Q and, consequently, do not include all of the disclosures normally required by U.S. generally accepted accounting principles (“GAAP”) or those disclosures normally made in the Company’s annual report on Form 10-K. Accordingly, the reader of this Form 10-Q should refer to the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2014 for further information.
The financial information has been prepared in accordance with the Company’s customary accounting practices. In the Company’s opinion the accompanying Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for a fair statement of the results of operations, comprehensive loss, financial position, and cash flows for the periods presented. This includes accounting and disclosures related to any subsequent events occurring from the balance sheet date through the date the Consolidated Financial Statements were issued.
Recently Issued Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This update represents a new comprehensive revenue recognition model to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The guidance will be applied with a full retrospective or modified retrospective approach. The Company will adopt this standard in the first quarter ending June 30, 2017. The Company will evaluate the impact, but does not expect the standard to have a material impact on the Company's consolidated financial position or results of operations.

9



(2) DEBTOR FINANCIAL STATEMENTS
The financial statements reflect the results of operations, financial position, and cash flows of the Debtor only, including certain amounts and activities between Debtor and non-Debtor subsidiaries of the Company, which were eliminated in the Consolidated Financial Statements.
Debtor's Statements of Operations

Three Months Ended
 
Nine Months Ended

December 31, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
 
(In thousands)
 
(In thousands)
Net sales
$
253,290

 
$
266,612

 
$
764,612

 
$
850,442

Cost of sales
228,790

 
230,420

 
691,378

 
748,340

Gross profit
24,500

 
36,192

 
73,234

 
102,102

Selling and administrative expenses
38,248

 
38,005

 
117,474

 
116,711

Restructuring and impairments, net
681

 
(1,239
)
 
14,591

 
8,692

Operating loss
(14,429
)
 
(574
)
 
(58,831
)
 
(23,301
)
Other (income) expense, net
9,545

 
(3,671
)
 
27,394

 
(32,359
)
Loss (gain) in net earnings of subsidiaries
(7,292
)
 
(6,224
)
 
(1,804
)
 
27,186

Interest expense, net
28,698

 
27,200

 
91,678

 
71,375

Loss before reorganization items, net
(45,380
)
 
(17,879
)
 
(176,099
)
 
(89,503
)
Reorganization items, net
18,145

 
16,783

 
54,869

 
74,248

Loss before income taxes
(63,525
)
 
(34,662
)
 
(230,968
)
 
(163,751
)
Income tax provision

 
30

 

 
2,248

Net loss attributable to Debtor
$
(63,525
)
 
$
(34,692
)
 
$
(230,968
)
 
$
(165,999
)


10


Debtor's Balance Sheet

December 31, 2014

March 31, 2014
 
(In thousands)
ASSETS

 
 
Current assets:


 
 
Cash and cash equivalents
$
4,333

 
$
17,349

Accounts receivable, net
98,120

 
133,384

Non-Debtor receivables
47,637

 
40,550

Inventories
201,588

 
196,129

Prepaid expenses and other current assets
27,558

 
37,594

Total current assets
379,236

 
425,006

Property, plant and equipment, net
231,003

 
228,297

Other assets:

 

Investments in non-Debtor subsidiaries
350,962

 
400,048

Non-Debtor loans
239,247

 
240,505

Other noncurrent assets
135,607

 
84,734

Total other assets
725,816

 
725,287

Total assets
$
1,336,055

 
$
1,378,590

LIABILITIES AND DEBTOR'S DEFICIT

 

Current liabilities:


 


Current maturities of long-term debt
$
483,783

 
$
284,625

Accounts payable and accrued expenses
113,070

 
110,812

Total current liabilities
596,853

 
395,437

Other noncurrent liabilities
55,236

 
60,442

Liabilities not subject to compromise
652,089

 
455,879

Liabilities subject to compromise
998,317

 
950,643

DEBTOR'S DEFICIT

 

Total Debtor's deficit
(314,351
)
 
(27,932
)
Total liabilities and Debtor's deficit
$
1,336,055

 
$
1,378,590


11


Debtor's Statements of Cash Flows

Nine Months Ended

December 31, 2014

December 31, 2013
 
(In thousands)
Cash Flows From Operating Activities:

 
 
Net cash used in operating activities
$
(164,857
)
 
$
(259,895
)
Cash Flows From Investing Activities:

 

Capital expenditures
(28,287
)
 
(21,808
)
Proceeds from asset sales
27

 
111

Net cash used in investing activities
(28,260
)
 
(21,697
)
Cash Flows From Financing Activities:

 

Increase in other debt
196,173

 
295,653

Financing fees and other
(16,072
)
 
(29,221
)
Net cash provided by financing activities
180,101

 
266,432

Net decrease in cash and cash equivalents
(13,016
)
 
(15,160
)
Cash and cash equivalents, beginning of period
17,349

 
26,419

Cash and cash equivalents, end of period
$
4,333

 
$
11,259



(3) STOCKHOLDERS’ DEFICIT
The stockholders’ deficit accounts for both the Company and noncontrolling interests consisted of the following:

Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated Deficit
 
Accumulated Other Comprehensive Loss
 
Noncontrolling
Interests
 
Total Stockholders’ Deficit

(In thousands)
As of March 31, 2014
$
791

 
$
1,139,850

 
$
(1,157,124
)
 
$
(11,449
)
 
$
8,416

 
$
(19,516
)
Net loss

 

 
(230,968
)
 

 
(15
)
 
(230,983
)
Defined benefit plans, net of tax of $349

 

 

 
3,188

 


 
3,188

Translation adjustment

 

 

 
(59,380
)
 
(2
)
 
(59,382
)
Common stock issuance/other
(11
)
 
(1
)
 

 

 
370

 
358

Stock compensation

 
753

 

 

 


 
753

As of December 31, 2014
$
780

 
$
1,140,602

 
$
(1,388,092
)
 
$
(67,641
)
 
$
8,769

 
$
(305,582
)

The accumulated other comprehensive loss, net of tax, consisted of the following:
 
Defined Benefit Plans (a)
 
Cumulative Translation Adjustment
 
Total
 
(In thousands)
As of March 31, 2014
$
(71,417
)
 
$
59,968

 
$
(11,449
)
Other comprehensive income (loss) before reclassifications
1,037

 
(59,380
)
 
(58,343
)
Amounts reclassified from AOCI
2,151

 

 
2,151

Net change in other comprehensive income (loss)
3,188

 
(59,380
)
 
(56,192
)
As of December 31, 2014
$
(68,229
)
 
$
588

 
$
(67,641
)
(a) See Note 10 to the Consolidated Financial Statements.


12


(4)  GOODWILL AND INTANGIBLES, NET
Goodwill and intangibles, net consisted of the following:

Goodwill
(not subject to
amortization)
 
Trademarks
and
Tradenames
(not subject to
amortization)
 
Trademarks
and
Tradenames
(subject to amortization)
 
Customer
Relationships
 
Technology
 
Total

(In thousands)
As of December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
Gross amount
$
876

 
$
56,488

 
$
12,849

 
$
99,399

 
$
23,908

 
$
193,520

Accumulated amortization

 

 
(10,770
)
 
(43,915
)
 
(12,618
)
 
(67,303
)
Total
$
876

 
$
56,488

 
$
2,079

 
$
55,484

 
$
11,290

 
$
126,217

As of March 31, 2014

 

 

 

 

 

Gross amount
$
916

 
$
61,532

 
$
13,996

 
$
107,993

 
$
26,030

 
$
210,467

Accumulated amortization

 

 
(10,961
)
 
(44,349
)
 
(12,776
)
 
(68,086
)
Total
$
916

 
$
61,532

 
$
3,035

 
$
63,644

 
$
13,254

 
$
142,381

Amortization of intangible assets for the nine months ended December 31, 2014 and 2013 was $5.0 million and $5.1 million, respectively. Excluding the impact of any future acquisitions, if any, the Company anticipates annual amortization of intangible assets for each of the next five years to be approximately $6.4 million. Intangible assets have been recorded at the legal entity level and are subject to foreign currency fluctuation.

(5)  INVENTORIES
Inventories, valued using the first in, first out method, consisted of the following:

December 31, 2014
 
March 31, 2014

(In thousands)
Raw materials
$
97,824

 
$
94,694

Work-in-process
116,524

 
115,731

Finished goods
274,547

 
272,793

Total
$
488,895

 
$
483,218


(6)  OTHER NONCURRENT ASSETS
Other noncurrent assets consisted of the following:

December 31, 2014
 
March 31, 2014
 
(In thousands)
Deposits (a)
$
68,306

 
$
4,040

Deferred financing costs
6,336

 
14,773

Investment in affiliates
671

 
549

Capitalized software, net
2,791

 
3,864

Retirement plans
18,637

 
14,941

Other
10,106

 
12,503

Total
$
106,847

 
$
50,670

(a) Deposits principally represent amounts held by beneficiaries as cash collateral for the Company’s contingent obligations with respect to certain environmental matters, workers' compensation insurance, and operating lease commitments.


13


(7)  DEBT
At December 31, 2014 and March 31, 2014, short-term borrowings of $2.7 million and $4.1 million, respectively, consisted of borrowings under various operating lines of credit and working capital facilities maintained by certain of the Company’s non-U.S. subsidiaries. Certain of these borrowings are collateralized by receivables, inventories, and/or property. These borrowing facilities are typically for one-year renewable terms and generally bear interest at current local market rates. The weighted average interest rate on short-term borrowings was 8.2% as of December 31, 2014 compared to 7.1% as of March 31, 2014, respectively.
Total long-term debt consisted of the following:

December 31, 2014
 
March 31, 2014
 
(In thousands)
DIP Credit Facility
$
484,435

 
$
284,625

Other loans including capital lease obligations
13,780

 
19,294


498,215

 
303,919

Current maturities
(484,465
)
 
(288,386
)
Total long-term debt
$
13,750

 
$
15,533

Total debt, including short-term borrowings, at December 31, 2014 and March 31, 2014 was $500.9 million and $308.0 million, respectively.
In connection with the Chapter 11 Case, the Company has entered into a DIP Credit Facility on the terms set forth in the DIP Credit Agreement, as amended. The DIP Credit Agreement, as amended, provides for senior secured, superpriority DIP financing facilities in an aggregate amount of up to $535.0 million, consisting of a $200.0 million senior secured asset based revolving credit facility ("ABL revolving credit facility"), subject to a borrowing base, and a $335.0 million "last out" term loan facility. The DIP Credit Agreement also provides a $25.0 million swingline facility sub-limit. The two separate tranches in the $200.0 million ABL revolving credit facility provides: (i) a $98.0 million facility under which only advances denominated in U.S. dollars can be drawn; and (ii) a $102.0 million facility under which advances denominated in U.S. dollars or euros can be drawn.
On July 24, 2013, the DIP Credit Agreement was amended to permit an increase in the quarterly maximum capital expenditure limits of $25.0 million by $2.5 million should the preceding quarter’s EBITDA exceed 110.0% of the DIP budget, with the rolling four quarter maximum capital expenditures increased to $90.0 million for the four quarters ending after March 31, 2014.
On October 9, 2013, a second amendment provided additional flexibility to the Company with regard to certain non-core asset transactions and further clarified certain terms of the DIP Credit Agreement. The second amendment revised the definition of "Permitted Liens" to permit contractual encumbrances in connection with certain permitted dispositions under the DIP Credit Agreement. The second amendment further changed the definition of cumulative total adjusted operating cash flows to exclude the effect of Frisco Escrow Account receipts from cumulative total adjusted operating cash flows.
On May 28, 2014, the Company entered into the third amendment to the DIP Credit Agreement, which, among other things, extended to June 30, 2014 the milestone for the Company to file a plan of reorganization with the Bankruptcy Court. The third amendment increased the quarterly and rolling four quarter capital expenditure limits from $25.0 million and $90.0 million to $36.0 million and $120.0 million, respectively. The third amendment also excluded from the definition of "Capital Expenditure" expenditures made in connection with the replacement, substitution, restoration or repair of assets funded through the receipt of insurance proceeds or other compensation awards paid on account of a casualty loss. Finally, the third amendment increased the European factoring basket to 100.0 million euros from 75.0 million euros and expanded the subsidiaries whose receivables can be factored to include subsidiaries domiciled in Belgium, Denmark, Finland, Luxembourg, the Netherlands, Norway, and Sweden.
On June 27, 2014, the Company entered into the fourth amendment to the DIP Credit Agreement, which extended to July 31, 2014 the deadline for filing a plan of reorganization and eliminated the milestone related to soliciting acceptance of the plan of reorganization. The fourth amendment also increased to $85.0 million from $75.0 million the letters of credit sublimit.
On June 27, 2014, the Company entered into the fifth amendment to the DIP Credit Agreement, which, among other things, extended to August 15, 2014 the date by which the Company was required to deliver annual audited financial statements and the related Compliance Certificate for the fiscal year of the Company ended March 31, 2014.
On July 22, 2014, the Company entered into the sixth amendment to the DIP Credit Agreement, which, among other things, eliminated restrictions on capital expenditures; modified the definition of EBITDA and adjusted the minimum EBITDA

14


covenant to include the period October through November 2014 and address lower anticipated earnings through the end of calendar 2014; and permitted additional term loan financing in an aggregate amount not to exceed $65.0 million (“Upsizing Amendment”), subject to satisfaction of certain conditions. All of the lenders under the DIP Credit Agreement approved an extension to the DIP maturity date to December 31, 2014 pursuant to the sixth amendment; however, certain of the conditions to an extension pursuant to the sixth amendment were not satisfied.
On July 25, 2014, the Company entered into the seventh amendment to the DIP Credit Agreement, which eliminated the milestone related to filing a plan of reorganization.
On July 28, 2014, the Bankruptcy Court entered an order approving the Upsizing Amendment. Certain members of the UNC provided additional term loan financing with net cash proceeds of $60.0 million, subject to satisfaction of certain conditions including approval by the Bankruptcy Court.
On October 9, 2014, the Company entered into the eighth amendment to the DIP Credit Agreement (the "Maturity Extension Amendment") which, among other things, modified the DIP Credit Agreement as follows:
• Extended the maturity date from October 14, 2014 to March 31, 2015;
• Established certain milestones relating to the Company’s restructuring efforts and modified the requirements for an acceptable reorganization plan;
• Eliminated reinvestment rights with respect to dispositions triggering mandatory prepayments;
• Modified certain limitations relating to expense reimbursement;
• Modified the financial covenant relating to minimum liquidity of the loan parties, added financial covenants relating to minimum liquidity of the Company and maximum capital expenditures and eliminated the financial covenant relating to minimum twelve-month trailing EBITDA;
• Modified the definitions of Permitted Dispositions and Permitted Indebtedness and limited the availability of certain baskets under the definition of Permitted Indebtedness to amounts outstanding as of October 9, 2014;
• Modified certain agent and lender voting and consent thresholds;
Reduced to $200.0 million from $225.0 million the commitments under the DIP Credit Agreement’s ABL revolving credit facility; and
Conditioned future borrowings under the ABL revolving credit facility on unrestricted cash not exceeding $50.0 million.
Pursuant to the Maturity Extension Amendment, the Company and the lenders under the DIP Credit Agreement approved certain additional fees and an increase to the applicable margin under the ABL revolving credit facility: (a) revolving loans shall bear interest at a rate of (i) with respect to amounts outstanding on or prior to December 31, 2014 (retroactive to October 9, 2014), LIBOR plus 4.0% per annum and (ii) thereafter, LIBOR plus 4.5% per annum, (b) the fees payable for unused revolving commitments shall be increased to (i) with respect to such fees payable on or prior to December 31, 2014 (retroactive to October 9, 2014), 1.0% per annum and (ii) thereafter, 1.5% per annum, (c) a one-time duration fee of 0.5% of the aggregate principal amount of term loans outstanding and revolving commitments available as of December 30, 2014 shall be payable to lenders on such date and (d) a monthly facility fee of 0.1% of the aggregate principal amount of term loans outstanding shall be payable to term loan lenders. The term loan continues to bear interest at a rate of 9.0% per annum.
On October 31, 2014, the Bankruptcy Court entered an order approving the Maturity Extension Amendment.
On November 4, 2014, the Company entered into the ninth amendment to the DIP Credit Agreement, which eliminated entry of an order terminating the Company’s exclusive period to file a plan of reorganization as an event of default under the DIP Credit Agreement.
On January 14, 2015, the Company entered into the tenth amendment to the DIP Credit Agreement, which extended the milestones for the (i) approval of the Company’s disclosure statement from January 15, 2015 until February 9, 2015 and (ii) confirmation of the Company's plan of reorganization from March 10, 2015 until March 25, 2015.
The maturity date of the loans made under the DIP Credit Agreement is the earliest to occur of: (i) March 31, 2015; (ii) the effective date of a plan of reorganization; or (iii) the acceleration of such loans. The obligations of the Borrowers under the DIP Credit Agreement are unconditionally guaranteed by certain material foreign subsidiaries. In addition, the U.S. Borrower unconditionally guarantees the obligations of the Foreign Borrower. Subject to certain exceptions, the obligations of the Borrowers and the guarantors under the DIP Credit Agreement and the other loan documents are secured by first priority liens on specified assets of the Borrowers and the foreign guarantors and 100.0% pledge of equity interests of certain of the Borrowers’ direct and indirect subsidiaries. The DIP Credit Agreement requires the Borrowers to comply with financial

15


covenants as defined by the agreement relating to minimum liquidity, cumulative total adjusted operating cash flows and maximum capital expenditures.
Events of default under the DIP Credit Agreement include, among other things, failure to pay any principal, interest or other amounts due under the applicable credit agreement, breach of specific covenants, and a change of control of the Company. Upon an event of default, the requisite lenders may declare the outstanding obligations under the DIP Credit Agreement to be immediately due and payable and exercise other rights and remedies provided for thereunder.

(8)  INTEREST EXPENSE, NET
Interest income of $0.1 million and $0.3 million was included in interest expense, net for the three months ended December 31, 2014 and 2013, respectively and $0.3 million and $0.7 million for the nine months ended December 31, 2014 and 2013, respectively.

(9)  OTHER (INCOME) EXPENSE, NET
Other (income) expense, net consisted of the following:

Three Months Ended
 
Nine Months Ended

December 31, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013

(In thousands)
 
(In thousands)
Currency remeasurement (gain) loss (a)
$
11,994

 
$
(3,509
)
 
$
28,821

 
$
(4,843
)
Other
(2
)
 
(139
)
 
(117
)
 
(1,147
)
Total
$
11,992

 
$
(3,648
)
 
$
28,704

 
$
(5,990
)
(a) The currency remeasurement (gain) loss related primarily to intercompany loans to foreign subsidiaries denominated in euros.

(10)  EMPLOYEE BENEFITS
The following tables set forth the plans’ expenses recognized in the Company’s Consolidated Financial Statements:
 
 
Pension Benefits
 
 
Three Months Ended
 
Nine Months Ended
 
 
December 31, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
 
 
(In thousands)
 
(In thousands)
Components of net periodic benefit cost:
 
 
 
 
 
 
 
 
Service cost
 
$
482

 
$
568

 
$
1,530

 
$
1,681

Interest cost
 
6,971

 
7,173

 
21,372

 
21,344

Expected return on plan assets
 
(7,680
)
 
(7,603
)
 
(23,343
)
 
(22,663
)
Amortization of:
 
 
 
 
 
 
 
 
Prior service cost
 
15

 
16

 
48

 
48

Actuarial loss
 
714

 
782

 
2,211

 
2,342

Net periodic benefit cost
 
$
502

 
$
936

 
$
1,818

 
$
2,752



16


 
 
Other Post-Retirement Benefits
 
 
Three Months Ended
 
Nine Months Ended
 
 
December 31, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
 
 
(In thousands)
 
(In thousands)
Components of net periodic benefit cost:
 
 
 
 
 
 
 
 
Service cost
 
$
187

 
$
189

 
$
579

 
$
572

Interest cost
 
204

 
245

 
624

 
740

Amortization of:
 
 
 
 
 
 
 
 
Prior service cost
 
(123
)
 
(122
)
 
(369
)
 
(367
)
Actuarial loss
 
87

 
169

 
261

 
508

Net periodic benefit cost
 
$
355

 
$
481

 
$
1,095

 
$
1,453

The estimated fiscal 2015 pension plan and other post-retirement plan contributions are $17.3 million and $1.7 million, respectively. The Company funded $14.0 million during nine months ended December 31, 2014.

(11)  COMMITMENTS AND CONTINGENCIES
Private Party Lawsuits and other Legal Proceedings
In 2003, the Company served notices in the U.S. Bankruptcy Court for the District of Delaware to reject certain executory contracts with EnerSys, which the Company contended were executory, including a 1991 Trademark and Trade Name License Agreement (“Trademark License”), pursuant to which the Company had licensed to EnerSys use of the “Exide” trademark on certain industrial battery products in the United States and 80 foreign countries. EnerSys objected to the rejection of certain of those contracts, including the Trademark License. In 2006, the Bankruptcy Court granted the Company's request to reject certain of the contracts, including the Trademark License. EnerSys appealed those rulings. On June 1, 2010, the Third Circuit Court of Appeals reversed the Bankruptcy Court ruling, and remanded to the lower courts, holding that certain of the contracts, including the Trademark License, were not executory contracts and, therefore, were not subject to rejection. On August 27, 2010, acting on the Third Circuit's mandate, the Bankruptcy Court vacated its prior orders and denied the Company's motion to reject the contracts on the grounds that the agreements are not executory. On September 20, 2010, the Company filed a complaint in the Bankruptcy Court seeking a declaratory judgment that EnerSys did not have enforceable rights under the Trademark License under Bankruptcy Code provisions which the Company believed are relevant to non-executory contracts. EnerSys filed a motion to dismiss that complaint, which the Bankruptcy Court granted on January 8, 2013.
On June 7, 2013, EnerSys Delaware Inc., formerly known as EnerSys, Inc. filed suit against the Company in the Court of Chancery for the State of Delaware seeking an accounting and restitution for alleged benefits received by the Company and alleged losses incurred by EnerSys allegedly as the result of the granting by the Bankruptcy Court in 2006 of an Order which allowed the Company to reject the Trademark License and use the licensed "Exide" trademark for Industrial battery products and the Bankruptcy Court's subsequent August 2010 Order vacating the 2006 Order and denying the Company's request to reject the Trademark License. On June 10, 2013, the Company filed a voluntary petition for reorganization pursuant to Chapter 11 of the U.S. Bankruptcy Code in the District of Delaware, and the suit filed by EnerSys Delaware Inc. was automatically stayed pursuant to Section 362(a)(1) of the Bankruptcy Code.
On April 15, 2013, David M. Loritz filed a purported class action lawsuit against the Company, James R. Bolch, Phillip A. Damaska, R. Paul Hirt, Jr., and Michael Ostermann alleging violations of certain federal securities laws. On May 3, 2013, Trevor Knopf filed a nearly identical complaint against the same named defendants in the same court. These cases were filed in the United States District Court for the Central District of California purportedly on behalf of purchasers of the Company's stock between February 9, 2012 and April 3, 2013. On June 4, 2013, James Cassella and Sandra Weitsman filed a substantially similar action in the same court, purportedly on behalf of those who purchased the Company's stock between June 1, 2011 and April 24, 2013, against the Company, Messrs. Bolch, Damaska, Hirt, and Louis E. Martinez. On July 9, 2013, Judge Stephen V. Wilson consolidated these cases under the Loritz v. Exide Technologies, Inc. caption, lead docket number 2:13-02607-SVW-E, and appointed Sandra Weitsman and James Cassella Lead Plaintiffs of the putative class of former Exide stockholders. Judge Wilson ordered Lead Plaintiffs to file their consolidated amended complaint on or before August 23, 2013. On July 17, 2013, Lead Plaintiffs voluntarily dismissed their claims against the Company, without prejudice, to re-file at a future date. Lead Plaintiffs have indicated that they intend to pursue their claims against the individual defendants during the pendency of Exide's bankruptcy and may seek to reinstate their claims against the Company when it emerges from bankruptcy.
On September 6, 2013, pursuant to an order extending the previous deadline, Lead Plaintiffs filed their Consolidated Amended Complaint, naming as defendants Messrs. James R. Bolch, Phillip A. Damaska, R. Paul Hirt, Jr., Louis E. Martinez, John P. Reilly, Herbert F. Aspbury, Michael R. D’Appolonia, David S. Ferguson, John O’Higgins, and Dominic J. Pilleggi. 

17


Lead Plaintiffs did not name Mr. Ostermann as a defendant in the Consolidated Amended Complaint. In the Consolidated Amended Complaint Lead Plaintiffs purport to state claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of purchasers of the Company’s stock during the period June 1, 2011 and May 24, 2013. In addition, Lead Plaintiffs purport to state claims under Sections 10(b) and 20(a) of the Securities Exchange Act and Sections 11 and 15 of the Securities Act of 1933 on behalf of purchasers of the Company’s senior secured notes during the period August 8, 2011 through May 24, 2013. Lead Plaintiffs allege that certain public statements made by the Company and its officers during these periods were materially false and misleading. The Consolidated Amended Complaint does not specify an amount of damages sought. Defendants deny all allegations against them and intend to vigorously pursue their defense. Defendants moved to dismiss all claims against them and, on December 19, 2013, Judge Wilson granted defendants' motion to dismiss in its entirety, without prejudice. Judge Wilson gave Lead Plaintiffs leave to file their Consolidated Second Amended Complaint on or before January 30, 2014. On January 30, 2014, Lead Plaintiffs filed their Consolidated Second Amended Complaint, which is nearly identical in every material respect to the Consolidated Amended Complaint. The Consolidated Second Amended Complaint does not specify an amount of damages sought.   On February 13, 2014, Defendants filed their Motion to Dismiss the Consolidated Second Amended Complaint.   On August 11, 2014, Judge Wilson entered an order dismissing Plaintiffs’ Section 15 claim against R. Paul Hirt, Jr., former Executive Vice President and President of Exide Americas, but denying the remainder of Defendants’ motion to dismiss.  Discovery in this litigation will now proceed and it is expected to continue through 2015.  A trial date of January 19, 2016 has been set in this matter. Defendants deny all allegations against them and intend to vigorously pursue their defense.
The Company's Netherlands subsidiary, Exide Technologies B.V. (“BV”), received notice from the Dutch competition authorities that it was the subject of an investigation of a local trade association’s members in the traction/Motive Power batteries segment. On July 9 and July 16, 2013, the authorities conducted an on-site inspection and requested additional information and documentation, which the Company has provided. In December 2013, the Company submitted to the Dutch Competition Authority ("ACM") a leniency application for immunity or reduction of fines that might be imposed as a result of the investigation. The Company was recently notified by the ACM of a provisional grant of leniency in respect of certain conduct and that the Company did not receive provisional leniency for certain other conduct. As required under the ACM's leniency program, the Company continues to cooperate with the Dutch authority. The ACM has not issued a statement of charges to the Company or its subsidiaries. Accordingly, the precise scope and time period at issue, as well as the final outcome of the Netherlands investigation, remains uncertain.
In connection with BV’s cooperation with the above-described investigation, the Company discovered activities also in different segments of its Industrial Energy division in Austria, Belgium and Germany that appeared to have occurred in prior years that did not conform to the Company’s internal policies. Upon discovery of these facts, the Company commenced an internal investigation led by independent outside counsel. While a majority of the activities had ceased prior to the initiation of the internal investigation the Company promptly stopped any remaining ongoing conduct. The Company brought the matter to the attention of the appropriate competition authorities, and, in all affected jurisdictions, the Company has been cooperating with them in further information gathering. As a result of this action, the Company has been granted conditional immunity by regulators in Austria, Germany and Belgium. Additionally, the authority in Austria has decided that the actions would likely have fallen outside any applicable statute of limitations period and the authority has advised that it does not intend to pursue an investigation at this stage. The grants of immunity in Belgium and Germany, which are conditioned on factors that include the Company’s continued cooperation with authorities, should eliminate any governmental fines and penalties that could result if the reported conduct is found to violate applicable law in such jurisdictions. Should immunity be revoked, these investigations could result in significant penalties.
Further, even with the grants of conditional immunity in Austria, Germany, and Belgium, the Company might be subject to disputes with private parties concerning alleged damages that are claimed to be a result of the Company’s prior conduct. While the Company believes it would have defenses to any adverse allegations in private actions and would intend to vigorously defend itself in any such actions, litigation of this type is inherently uncertain, costly, and complex, and the Company cannot be certain that it would prevail. Accordingly, there can be no assurance that the outcome of the Netherlands investigation or any private party disputes would not have a material adverse effect on the business, financial condition, cash flows, and results of operations of the Company, despite the fact the Company has been granted conditional immunity in Austria, Germany, and Belgium, and continues to cooperate with the applicable regulatory authorities.
On August 8, 2014, the Company received a grand jury subpoena from the Department of Justice in the Central District of California in connection with a criminal investigation involving its Vernon, California recycling facility.  The subpoena requests the production of documents relating to materials transportation and air emissions.  The Company was informed that it and certain unidentified individuals are targets of the investigation.  The Company is cooperating with the investigation.  The Company cannot estimate the amount or range of loss, if any, in this matter, as such analysis would depend on facts and law that are not yet fully developed or resolved. The Company is currently in the process of collecting and producing documents in response to the grand jury subpoena.

18


Between December 22-24, 2014, six lawsuits were filed in the Superior Court of the State of California, County of Los Angeles, Central Division by or on behalf of more than 400 plaintiffs against current and former Exide officers and employees, including James Bolch, Phillip Damaska, Paul Hirt and Does 1-100 by multiple law firms seeking general, special, punitive and other damages for alleged personal injury, property damage, wrongful death and other claims related to alleged exposure to certain contaminants emitted or released from the Vernon recycling center. The Company is not a named defendant in any of the suits. Five of the six complaints contain virtually identical allegations including claims of negligence, negligence per se, private /public permanent/continuing nuisance causing special injury, private and public trespass, violation of California’s unfair trade practices act, misrepresentation and fraudulent concealment, and absolute liability for ultra-hazardous activity. One lawsuit also includes claims for alleged wrongful death, survival actions, and loss of consortium.
Environmental Matters
As a result of its multinational manufacturing, distribution and, recycling operations, the Company is subject to numerous federal, state, and local environmental, occupational health, and safety laws and regulations, as well as similar laws and regulations in other countries in which the Company operates (collectively, “EH&S laws”).
The Company is exposed to liabilities under such EH&S laws arising from its past handling, release, storage, and disposal of materials now designated as hazardous substances and hazardous wastes. The Company previously has received notification from the U.S. Environmental Protection Agency (“EPA”), equivalent state and local agencies or others alleging or indicating that the Company is or may be responsible for performing and/or investigating environmental remediation, or seeking the repayment of the costs spent by governmental entities or others performing investigations and/or remediation at certain U.S. sites under the Comprehensive Environmental Response, Compensation and Liability Act or similar state laws.
The Company monitors and responds to inquiries from the EPA, equivalent state and local agencies and others at approximately 50 federally defined Superfund or state equivalent sites. While the ultimate outcome of the environmental matters described in this paragraph is uncertain due to several factors, including the number of other parties that may also be responsible, the scope of investigation performed at such sites and the remediation alternatives pursued by such federal and equivalent state and local agencies, the Company presently believes any liability for these matters, individually and in the aggregate, will not have a material adverse effect on the Company’s financial condition, cash flows or results of operations.
The Company is also involved in the assessment and remediation of various other properties, including certain currently and formerly owned or operating facilities. Such assessment and remedial work is being conducted pursuant to applicable EH&S laws with varying degrees of involvement by appropriate regulatory authorities. In addition, certain environmental matters concerning the Company are pending in various courts or with certain environmental regulatory agencies with respect to these currently or formerly owned or operating locations. In particular, the Company’s Vernon, California recycling facility is currently unable to comply with certain recently enacted regulations, and may not resume operations until the installation of certain equipment is completed currently expected in the first quarter of fiscal 2016 should the Company decide to proceed. Additionally, newly enacted legislation in California requires regulatory authorities to make a final determination on the Company's application for a permanent hazardous waste permit by December 31, 2015. The Company is uncertain whether it would be able to obtain such permit. The Company is currently working with the California Department of Toxic Substances Control ("DTSC") to resolve various outstanding issues in order to complete its permit applications after which the DTSC will proceed to a final permit decision in 2015.
On November 6, 2014, the Company agreed to a comprehensive Stipulation and Order resolving certain disputes with the DTSC relating to the Company’s Vernon, California recycling facility. The Stipulation and Order was approved by the bankruptcy court on November 20, 2014 and went effective November 21, 2014. The Stipulation and Order provides for, among other things, the following:
The Company has committed approximately $38.7 million to cover any closure-related activities in the event that the Vernon facility were to be closed, approximately $11.1 million of which is covered by an existing financial guarantee bond, which shall be maintained or renewed. On October 31, 2014, the Company paid $0.5 million into a closure trust fund. On November 21, 2014, the Company paid approximately $2.3 million into the closure trust fund. The Company has agreed to pay the remaining approximately $24.8 million into the closure trust fund in installments over ten years with approximately $2.8 million to be paid on each of (a) the effective date of the Company’s plan of reorganization and (b) November 1, 2015. Starting in 2016 through 2024, the Company has agreed to pay approximately $2.1 million per year until the trust is fully funded.
The Company will also remediate soil at certain homes identified by DTSC as potentially impacted by the Company, paying up to $9.0 million over the next five years for off-site residential soil corrective action pursuant to a schedule set forth in the Stipulation and Order; and the DTSC will agree to limit off-site residential soil corrective action to that amount for five years. Pursuant to the terms of the Stipulation and Order, after the agreement went into effect, the Company created a separate trust fund to satisfy residential off-site corrective action liability. On November 21, 2014, the Company paid $3.0 million into the residential corrective action liability trust fund.

19


The Company will continue to clean the exterior industrial areas directly surrounding the Vernon facility and prepare a study assessing other potential industrial corrective measures, if any, to be implemented five years after the agreement’s effective date. The Company will also prepare an on-site corrective measures study anticipated to be completed sometime in late calendar 2016. Following DTSC approval, the Company will finance the corrective action remedies by establishing a trust fund to be funded by annual payments made over ten years or sooner as to elements of the corrective action remedy that are to be completed on a shorter time frame.
On or about November 23, 2014, three days after the Vernon Stipulation and Order became effective, the Company paid to the DTSC approximately $1.3 million (the “Settlement Payment”) to resolve various alleged violations and to pay past oversight costs; the Company also agreed to take specific corrective actions to address the alleged violations. The Settlement Payment and agreement to take specific corrective actions was made without admitting liability. The DTSC will have allowed general unsecured claims in the bankruptcy case in the amounts of approximately $0.1 million and approximately $0.6 million for the DTSC prepetition oversight costs and California Environmental Quality Act compliance costs, as well as pre-petition penalties, respectively.
Upon the Company's payment of the above Settlement Payment, DTSC released the Company, its predecessors, successors, assigns, and affiliated subsidiaries and all of their officers, directors, agents, employees, consultants, insurers, and representatives from any and all monetary claims, fines, penalties, or other monetary liabilities solely for the settled matters as described in the Stipulation and Order.
Pursuant to an order of the Bankruptcy Court, as part of the Vernon Stipulation and Order, the DTSC was allowed general unsecured claims in the bankruptcy case in the amounts of approximately $0.1 million and approximately $0.6 million for the DTSC prepetition oversight costs and California Environmental Quality Act compliance costs, as well as prepetition penalties, respectively.
On January 30, 2015, the DTSC issued an order requiring the Company to further investigate possible contaminants located on or below the feed room floor at the Vernon, California facility and to provide further information for its plan to repair the feed room floor. Resolving issues related to the feed room floor may further delay resumptions of operations at the facility.
DTSC expressly has not committed to granting the Company its final hazardous waste permit, and the permitting process will continue under applicable law as discussed above. Further, the DTSC has stated that it will consider all past conduct when cosidering the Company's permit application for a final hazardous waste permit. Thus, the ultimate outcome is uncertain, and the Company’s failure to timely resume operations at the Vernon, California plant or obtain a permanent hazardous waste permit would have a material adverse effect on the Company’s financial condition, cash flows or results of operations.
On April 12, 2013, the Company was served with a notification of violation and 60 day intent to sue regarding the Company's Vernon, California facility from the California Communities Against Toxics ("CCAT"). CCAT alleges the Company violated the warning requirement of the State of California's Proposition 65, the Safe Drinking Water and Toxic Enforcement Act, regarding alleged community exposure to the chemical, 1,3-butadiene. Following the Company’s Chapter 11 bankruptcy filing, CCAT submitted a Proof of Claim in the Bankruptcy Court. The matter remains pending in the Bankruptcy Court.
On May 28, 2013, the Company was served with a Notice of Intent to Sue by CCAT pursuant to the federal Resource Conservation and Recovery Act's ("RCRA") citizens suit provision at 42 USC Section 6972, alleging that the Company has created an imminent and substantial endangerment to health and the environment in and around the Company's Vernon, California facility. Following the Company’s Chapter 11 bankruptcy filing, CCAT submitted a Proof of Claim in the Bankruptcy Court. The matter remains pending in the Bankruptcy Court.
On March 26, 2014, the Company was served with a Proposition 65 notification of violation and 60 day intent to sue regarding the Vernon, California facility from Shefa LMV LLC ("Shefa"). Shefa alleges that the Company failed to warn the community regarding chemical exposures, and further alleges that the Company has released chemicals into a source of drinking water. The Company believes Shefa's claim to be without merit. The Company is unaware whether Shefa will file a lawsuit based on the Proposition 65 notice, but if so, the Company intends to vigorously defend the lawsuit and pursue all available remedies.
On April 25, 2013, Zach Hernandez filed a purported class action lawsuit in the California Superior Court for the County of Los Angeles against the Company and Does 1-100 seeking damages and medical monitoring for an alleged class consisting of all Los Angeles County residents who allegedly have sustained physical or neurological injury or toxic exposure allegedly as the result of the release of allegedly hazardous waste or chemicals from the Company's facility located in Vernon, California. On June 10, 2013, the Company filed a voluntary petition for reorganization pursuant to Chapter 11 of the U.S. Bankruptcy Code in the District of Delaware, and the case is stayed.

20


On October 18, 2013, the South Coast Air Quality Monitoring District ("SCAQMD") filed a petition seeking the suspension of operations at the Vernon, California facility for alleged violation of an SCAQMD rule and related furnace control equipment permit conditions until compliance is achieved. The Company contested the SCAQMD's petition. A hearing on the SCAQMD’s petition commenced on December 14, 2013 and continued into calendar 2014.
On April 11, 2014, as a result of the Vernon, California facility allegedly exceeding the SCAQMD ambient air standard for lead, the SCAQMD filed a second petition seeking an order that the Company “cease and desist” from violating air quality standards, or in the alternative, to comply with other such conditions and increments of progress which the SCAQMD Hearing Board deems appropriate.
On January 10, 2014, the SCAQMD adopted an amended rule that contained new emissions and equipment requirements with varying compliance dates, including an April 10, 2014 deadline that would require the Company to operate the furnaces at the Vernon, California facility under continuous "negative pressure" ("Rule 1420.1"). In response, the Company initiated two separate related proceedings on February 7, 2014: (i) a Petition for Variance before the SCAQMD Hearing Board, requesting a delay of the negative pressure requirement until December 31, 2014, and (ii) a Writ of Mandamus in Superior Court of Los Angeles County, seeking to invalidate the negative pressure requirement of Rule 1420.1. Additionally, on February 21, 2014, the Company filed a request for a preliminary injunction that would temporarily suspend the April 10, 2014 deadline until such time as the Superior Court could conduct a trial on the Writ of Mandamus.
On April 7, 2014, the Los Angeles County Superior Court denied the Company's preliminary injunction. Additionally, on April 8, 2014, the SCAQMD Hearing Board denied the Company's variance request. As a result of these two decisions, the Company suspended operations at the Vernon, California facility until such time as the Company can design, engineer, permit, install, and test new equipment needed to achieve the new standard under Rule 1420.1.
On July 10, 2014 (with a minor modification on January 13, 2015) the SCAQMD Hearing Board approved a resolution of the Company's pending administrative matters with the SCAQMD through the issuance of two Orders for Abatement ("Stipulated OAs"). The Stipulated OAs require the Company: (i) to refrain from resuming operations of the Vernon, California facility furnaces until it installs certain air quality control improvements required to comply with the newly adopted Rule 1420.1 standards in accordance with SCAQMD issued permits and applicable SCAQMD rules; and (ii) to install those improvements in accordance with an SCAQMD approved dust mitigation plan. Concurrently, in a settlement agreement with SCAQMD, the Company agreed to dismiss its Writ of Mandamus legal action. The Company currently estimates the full operation of the furnaces under continuous negative pressure will not occur until after installation of the aforesaid equipment currently expected to be completed in the first quarter of fiscal 2016 should the Company decide to proceed.
On January 16, 2014, the Company and unnamed individuals (“DOE Defendants”), were named as defendants in a civil lawsuit brought by the SCAQMD in the case captioned as People of the State of California, ex rel South Coast Air Quality Management District, a Public Entity v. Exide Technologies, Inc., and DOE Defendants 1 through 50. The SCAQMD subsequently amended its complaint. The SCAQMD alleges that the Company and the DOE Defendants failed to comply with several of the SCAQMD's rules related to operation of equipment or lead and arsenic emissions at the Company's Vernon, California lead recycling facility. The SCAQMD is seeking penalties in an amount not less than $40.0 million but filed a motion to amend its complaint to seek penalties in an amount up to $60.0 million. That motion remains pending. The Company denies the allegations in the lawsuit and intends to vigorously defend itself against such allegations. The matter is in discovery and presently scheduled for trial on September 15, 2015.
On May 22, 2014, the EPA served a Finding and Notice of Violation (“Federal NOV”) on the Company, alleging that the Company violated air quality standards for lead at various times in 2013 and 2014; the alleged violations are duplicative of those cited by the South Coast Air Quality Management District in its penalty action. EPA seeks civil penalties for these alleged violations. An initial conference seeking resolution of the matter was convened with the EPA on June 30, 2014 and discussions are anticipated at some point in the future regarding a resolution to the notice. EPA has also sought information from the Company under the Federal Clean Air Act and the Company has responded to all such EPA requests for information.
On September 24, 2013, the Company received a Notice of Enforcement issued by the Texas Commission on Environmental Quality (“TCEQ”) for alleged violations related to the compliance of its site in its Frisco, Texas, a former recycling facility, with Industrial Solid Waste and Municipal Hazardous waste requirements. The Company reasonably believes the proceeding may result in monetary sanctions to be paid to TCEQ in excess of $0.1 million.
In September 2013 and April 2014, the Company received Notices of Violations/Findings of Violation issued by the EPA for alleged violations of air quality requirements related to its Muncie, Indiana recycling facility. The Company reasonably believes the proceeding may result in monetary sanctions to be paid to the EPA in excess of $0.1 million.
In March 2014, the Los Angeles County Board of Supervisors approved a motion creating a County Toxic Threat Strike Team (the “Strike Team”) comprised of various Los Angeles County agencies. Among other things, the Strike Team was granted the authority to identify recommended actions to achieve closure of the Company’s Vernon, California recycling

21


facility while the Company’s final RCRA permit was pending. The Strike Team prepared reports but took no formal action to close the facility. In November 2014, the Los Angeles County Board of Supervisors approved a motion to authorize the County Counsel’s office to file a complaint against the Company, pending the resolution of a discussion between the Company and the County Counsel. Both the outcome of this discussion and the nature of the potential complaint are unknown.
In January 2015, the Los Angeles County District Attorney sent the Company a preliminary letter regarding potential legal actions. The Company is preparing to engage in a meeting with the County District Attorney to discuss the subject of the letter but the outcome of that discussion is unknown at this time.
The Company has established liabilities for on-site and off-site environmental remediation costs where such costs are probable and reasonably estimable and believes that such liabilities are adequate. As of December 31, 2014 and March 31, 2014, the amount of such liabilities on the Company’s Consolidated Balance Sheets was approximately $22.8 million and $25.5 million, respectively. Because environmental liabilities are not accrued until a liability is determined to be probable and reasonably estimable, not all potential future environmental liabilities have been included in the Company’s environmental liabilities. Therefore, changes in estimates or future findings could have a material adverse effect on the Company’s financial condition, cash flows, or results of operations.
The sites that currently have the largest environmental reserves include the following:
Tampa, Florida
The Tampa site is a former secondary lead recycling plant, lead oxide production facility, and sheet lead-rolling mill that operated from 1943 to 1989. Under a RCRA Part B Closure Permit and a Consent Decree with the State of Florida, the Company is required to investigate and remediate certain historic environmental impacts to the site. Cost estimates for remediation (closure and post-closure) are expected to range from $10.0 million to $14.0 million depending on final State of Florida requirements. The remediation activities are expected to occur over the course of several years.
Columbus, Georgia
The Columbus site is a former secondary lead recycling plant that was taken out of service in 1999, but remains part of a larger facility that includes an operating lead-acid battery manufacturing facility. Groundwater remediation activities began in 1988. Costs for supplemental investigations, remediation and site closure are currently estimated at $6.0 million to $8.5 million.
Guarantees
At December 31, 2014, the Company had outstanding letters of credit with a face value of $0.8 million and surety bonds with a face value of $47.8 million. The majority of the letters of credit and surety bonds have been issued as collateral or financial assurance with respect to certain liabilities that the Company has recorded, including but not limited to environmental remediation obligations and self-insured workers’ compensation reserves. Failure of the Company to satisfy its obligations with respect to the primary obligations secured by the letters of credit or surety bonds could entitle the beneficiary of the related letter of credit or surety bond to demand payments pursuant to such instruments. The letters of credit generally have terms up to one year subject to the terms of the DIP Credit Facility.
Certain of the Company’s European and Asia Pacific subsidiaries have bank guarantees outstanding as collateral or financial assurance in connection with environmental obligations, income tax claims and customer contract requirements. At December 31, 2014, bank guarantees with an aggregate face value of $9.8 million were outstanding.

(12INCOME TAXES
The effective tax rates for the three and nine months ended December 31, 2014 are (5.0)% and (4.2)%, respectively, as compared to the three and nine months ended December 31, 2013 effective tax rates of (4.1)% and (2.9)%, respectively. The effective tax rates for the three and nine months ended December 31, 2014 and 2013 included the recognition of taxes on income and losses in almost all of the Company's jurisdictions with the exception of the United States, Spain and the United Kingdom, on which full valuation allowances are recorded.
Valuation allowances have been recognized in the U.S. and certain foreign tax jurisdictions to reduce the deferred tax assets for loss carryforwards and deductible temporary differences for which it is more likely than not that the tax benefits associated with those assets will not be realized. In other jurisdictions (primarily France and Germany), the Company's net deferred tax assets include loss carryforwards and deductible temporary differences which management believes are realizable through future taxable income. Each quarter, the Company reviews the need to report the future realization of tax benefits of deductible temporary differences or loss carryforwards on its Consolidated Financial Statements. All available evidence is considered to determine whether a valuation allowance should be established against these future tax benefits or previously established valuation allowances should be released. This review is performed on a jurisdiction by jurisdiction basis. As global market conditions and the Company's financial results in certain jurisdictions change, the continued release and establishment of related valuation allowances may occur.
The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for years ended before March 31, 2011.
With respect to state and local jurisdictions and countries outside of the United States, with certain exceptions, the Company and its subsidiaries are no longer subject to income tax audits for years ended before March 31, 2007. The Company is currently undergoing tax audits which are in various steps in certain jurisdictions. Although the outcome of tax audits is always uncertain, the Company currently believes that adequate amounts of tax, interest and penalties have been provided for any adjustments that could result from these years.
The Company's unrecognized tax benefits decreased from $36.1 million to $33.2 million during the nine months ended December 31, 2014 primarily due to release of reserves upon the conclusion of the FY07 audit. The amount, if recognized, that would affect the Company's effective tax rate at December 31, 2014 is $28.6 million.
The Company classifies interest and penalties on uncertain tax benefits as income tax expense. At both December 31, 2014 and March 31, 2014, before any tax benefits, the Company had $1.0 million of accrued interest and penalties on unrecognized tax benefits.

22


During the next twelve months, the Company does not expect the resolution of any tax audits which could potentially reduce unrecognized tax benefits by a material amount. However, expiration of the statute of limitations for a tax year in which the Company has recorded an uncertain tax benefit will occur in the next twelve months. The removal of this uncertain tax benefit would affect the Company's forecasted annual effective tax rate by $0.1 million.

(13)  RESTRUCTURING AND IMPAIRMENTS, NET
The Company continued to implement operational changes to streamline and rationalize its structure in an effort to simplify the organization and eliminate redundant and/or unnecessary costs. As part of these restructuring programs, the nature of the positions eliminated range from plant employees and clerical workers to operational, sales management, and divisional leadership.
During the nine months ended December 31, 2014, the Company recorded restructuring charges of $4.4 million, representing $2.2 million severance and $2.2 million closure costs. These restructuring charges primarily represent consolidation efforts in the Company’s workforce of approximately 42 positions. The impairments relate to closed facilities and other asset write offs of $13.5 million.
The following summarizes restructuring reserve activity and loss on asset sales/impairments, net:
 
 
Severance
Costs
 
Closure Costs
 
Total
Restructuring
 
Loss on Asset Sales / Impairments, net
 
Total
Restructuring /
Impairments, net
 
 
(In thousands)
As of March 31, 2014
 
$
7,921

 
$
6,714

 
$
14,635

 
 
 
 
Expenses
 
2,208

 
2,211

 
4,419

 
$
13,491

 
$
17,910

Payments and currency translation
 
(8,246
)
 
(2,378
)
 
(10,624
)
 
 
 
 
Reclassified to liabilities subject to compromise
 
(241
)
 
(5,353
)
 
(5,594
)
 
 
 
 
As of December 31, 2014
 
$
1,642

 
$
1,194

 
$
2,836

 
 
 
 
Remaining expenditures principally represent (i) severance and related benefits payable per employee agreements and/or regulatory requirements, (ii) lease commitments for certain closed facilities, branches and offices, as well as leases for excess and permanently idle equipment payable in accordance with contractual terms, and (iii) certain other closure costs including dismantlement and costs associated with removal obligations incurred in connection with the exit of facilities.
Restructuring and impairments, net by operating segment:
 
 
Three Months Ended
 
Nine Months Ended
 
 
December 31, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
 
 
(In thousands)
 
(In thousands)
Transportation Americas
 
$
635

 
$
(1,306
)
 
$
14,497

 
$
7,973

Transportation Europe & ROW
 
60

 
3,160

 
230

 
877

Industrial Energy Americas
 
256

 
77

 
364

 
233

Industrial Energy Europe & ROW
 
(673
)
 
1,258

 
2,814

 
4,917

Unallocated corporate
 

 
140

 
5

 
653

Total
 
$
278

 
$
3,329

 
$
17,910

 
$
14,653


(14) LOSS PER SHARE
The Company computes basic loss per share by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss by diluted weighted average shares outstanding.
Potentially dilutive shares include the assumed exercise of stock options and the assumed vesting of restricted stock and stock unit awards (using the treasury stock method) as well as the assumed conversion of the convertible debt, if dilutive (using the if-converted method).
Due to a net loss for the three and nine months ended December 31, 2014 and 2013 certain potentially dilutive shares were excluded from the diluted loss per share calculation because their effect would be antidilutive. Potentially dilutive shares

23


consisted of the following:
 
 
December 31, 2014
 
December 31, 2013
 
 
(In thousands)
Shares associated with convertible debt (assumed conversion)
 
3,198

 
3,697

Employee stock options
 
1,003

 
1,649

Restricted stock awards (non-vested)
 
162

 
469

Total
 
4,363

 
5,815


(15) FAIR VALUE MEASUREMENTS
The Company used available market information and appropriate methodologies believed to be appropriate to estimate the fair value of its financial instruments. Considerable judgment is required in interpreting market data to develop these estimates. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. Certain of these financial instruments are with major financial institutions and expose the Company to market and credit risks and may at times be concentrated with certain counterparties or groups of counterparties. The creditworthiness of counterparties is continually reviewed and full performance is currently anticipated.
The Company’s cash and cash equivalents, accounts receivable, accounts payable, DIP Credit Facility, and short-term borrowings all have carrying amounts that are a reasonable estimate of their fair values. The carrying values and estimated fair values of the Company’s long-term obligations and other financial instruments are as follows:
 
December 31, 2014
 
March 31, 2014
 
Carrying Value
 
Estimated Fair
Value
 
Carrying Value
 
Estimated Fair
Value
 
(In thousands)
 
(In thousands)
Asset (liability):
 
 
 
 
 
 
 
Senior secured notes (a)
$
(766,058
)
 
$
(38,305
)
 
$
(734,474
)
 
$
(560,955
)
Convertible senior subordinated notes (a)
(51,900
)
 
(519
)
 
(51,900
)
 
(12,988
)
Commodity swap / forward (b)
(1,293
)
 
(1,293
)
 
(1,709
)
 
(1,709
)
(a) Classified as liabilities subject to compromise
(b) These financial instruments are required to be measured at fair value, and are based on inputs as described in the three-tier hierarchy that prioritizes inputs used in measuring fair value as of the reported date:
 
Level 1
Observable inputs such as quoted prices in active markets for identical assets and liabilities;
 
 
 
 
 
 
Level 2
Inputs other than quoted prices in active markets that were observable either directly or indirectly; and
 
 
 
 
 
 
Level 3
Inputs from valuation techniques in which one or more key value drivers were not observable, and must be based on the reporting entity's own assumptions.
The following table represents the Company's financial instruments that are measured at fair value on a recurring basis, and the basis for that measurement:
 
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)
 
(In thousands)
As of December 31, 2014
 
 
 
 
 
 
 
Liability:
 
 
 
 
 
 
 
Commodity swap / forward
$
(1,293
)
 
$

 
$
(1,293
)
 
$

 
 
 
 
 
 
 
 
As of March 31, 2014
 
 
 
 
 
 
 
Liability:
 
 
 
 
 
 
 
Commodity swap / forward
(1,709
)
 

 
(1,709
)
 


24


The Company uses a market approach to determine the fair values of all of its derivative instruments subject to recurring fair value measurements. The fair value of each financial instrument was determined based upon observable forward prices for the related underlying financial index or commodity price, and each has been classified as Level 2 based on the nature of the underlying markets in which those derivatives are traded.

(16SEGMENT INFORMATION
The Company reports its results in four business segments: Transportation Americas; Transportation Europe and Rest of World (“ROW”); Industrial Energy Americas; and Industrial Energy Europe and ROW. The Company is a global producer and recycler of lead-acid batteries. The Company’s four business segments provide a comprehensive range of stored electrical energy products and services for transportation and industrial applications.
Transportation markets include original equipment and aftermarket batteries for cars, trucks, off-road vehicles, agricultural and construction vehicles, motorcycles, recreational vehicles, marine, and other applications. Industrial markets include batteries for Motive Power and Network Power applications. Motive Power batteries are used in the materials handling industry for electric forklift trucks, and in other industries, including floor cleaning machinery, powered wheelchairs, railroad locomotives, mining, and the electric road vehicles market. Network Power batteries are used for backup power for use with telecommunications systems, computer installations, hospitals, air traffic control, security systems, utility, railway, and military applications.
The Company’s reportable segments are determined based upon the nature of the markets served and the geographic regions in which they operate. The Company’s chief operating decision-maker monitors and manages the financial performance of these four business groups. Costs of certain corporate costs are not allocated or charged to the business groups.

25


Selected financial information concerning the Company’s reportable segments were as follows:
 
 
Three Months Ended
 
Nine Months Ended
 
 
December 31, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
 
 
(In thousands)
 
(In thousands)
Net sales
 
 
 
 
 
 
 
 
Transportation Americas
 
$
179,066

 
$
189,515

 
$
497,722

 
$
564,959

Transportation Europe & ROW
 
243,255

 
283,663

 
657,707

 
689,832

Industrial Energy Americas
 
71,526

 
75,375

 
256,495

 
281,734

Industrial Energy Europe & ROW
 
198,721

 
211,113

 
587,204

 
603,185

 
 
$
692,568

 
$
759,666

 
$
1,999,128

 
$
2,139,710

Operating income (loss)
 
 
 
 
 
 
 
 
Transportation Americas
 
$
(10,242
)
 
$
(280
)
 
$
(39,521
)
 
$
(21,344
)
Transportation Europe & ROW
 
10,296

 
15,986

 
16,751

 
15,957

Industrial Energy Americas
 
4,159

 
4,785

 
14,921

 
22,486

Industrial Energy Europe & ROW
 
7,337

 
4,880

 
16,495

 
15,130

Unallocated corporate expenses
 
(7,719
)
 
(10,015
)
 
(23,323
)
 
(24,964
)
 
 
3,831

 
15,356

 
(14,677
)
 
7,265

Restructuring and impairments, net (a)
 
278

 
3,329

 
17,910

 
14,653

 
 
$
3,553

 
$
12,027

 
$
(32,587
)
 
$
(7,388
)
Depreciation and Amortization
 
 
 
 
 
 
 
 
Transportation Americas
 
$
6,305

 
$
6,186

 
$
17,670

 
$
19,346

Transportation Europe & ROW
 
5,441

 
5,466

 
17,084

 
15,667

Industrial Energy Americas
 
2,726

 
2,869

 
7,955

 
8,732

Industrial Energy Europe & ROW
 
3,870

 
4,574

 
12,422

 
13,104

Unallocated corporate expenses
 
980

 
1,107

 
3,654

 
3,280

 
 
$
19,322

 
$
20,202

 
$
58,785

 
$
60,129

Capital expenditures
 
 
 
 
 
 
 
 
Transportation Americas
 
$
5,519

 
$
5,422

 
$
19,126

 
$
18,406

Transportation Europe & ROW
 
12,675

 
5,079

 
32,360

 
21,075

Industrial Energy Americas
 
5,529

 
585

 
9,233

 
1,977

Industrial Energy Europe & ROW
 
5,991

 
2,809

 
12,243

 
6,406

Unallocated corporate expenses
 
1,254

 
1,219

 
3,974

 
3,514

 
 
$
30,968

 
$
15,114

 
$
76,936

 
$
51,378

(a) See Note 13 to the Consolidated Financial Statements.

(17RELATED PARTY TRANSACTIONS
Robert M. Caruso, the Company's President and Chief Executive Officer, and Edgar W. Mosley, Jr., the Company's Chief Restructuring Officer, are employed by Alvarez & Marsal North America, LLC ("Alvarez & Marsal" or "A&M") as Managing Director and Senior Director, respectively. A&M has been retained by the Company in connection with its Chapter 11 restructuring. Mr. Caruso, who has been associated with A&M since 2006, remains a Managing Director while serving as the Company's President and Chief Executive Officer. Mr. Mosley has been with A&M since 2008, and remains a Senior Director of A&M while serving as the Company's Chief Restructuring Officer. In addition, Mr. Caruso holds a minority equity interest in A&M's parent company which indirectly entitles him to a share of A&M's profits.
Pursuant to an Agreement dated June 9, 2013, as amended by a Letter Agreement dated July 25, 2013 between the Company and A&M ("Services Agreement"), the Company retained A&M in connection with its Chapter 11 restructuring. Under the Services Agreement, the Company is charged monthly fees for the services of Messrs. Caruso and Mosley and hourly fees for the services of other temporary personnel of A&M and its affiliates who are providing services to the Company (in an officer capacity or otherwise) and such temporary personnel (including Messrs. Caruso and Mosley) are compensated by

26


A&M independently pursuant to their arrangements with A&M. The Services Agreement also provides for payment of a one-time success fee to A&M as a result of our emergence from Chapter 11. The amount of the success fee could be up to $1.8 million, at the discretion of the Board of Directors and subject to approval by the U.S. Bankruptcy Court. Fees and expenses the Company incurred under the Services Agreement amounted to $4.5 million for the three months ended December 31, 2014 compared to $6.5 million for the three months ended December 31, 2013 and $15.8 million for the nine months ended December 31, 2014 compared to $18.1 million for the nine months ended December 31, 2013.
The Company understands from Messrs. Caruso and Mosley that they do not and will not, as applicable, directly receive a portion of the fees paid by the Company to A&M in respect of their monthly fees, the overall fee, the success fee, or any other fees relating to any other aspect of the Company's engagement of A&M. However, Messrs. Caruso and Mosley may be entitled to discretionary bonuses at the end of each A&M fiscal year which may, similar to other professional services firms, take into account revenues and expenses related to matters on which they have worked or managed. A&M has disclosed that the ultimate amount of Messrs. Caruso's and Mosley's compensation, which has not yet been determined, will depend on a number of factors related to, among other things, their performance as employees, their contribution to the revenue generating activities (including but not limited to the engagement for the Company), and A&M's overall financial results.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company’s consolidated results of operations and financial condition. The discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in this Quarterly Report on Form 10-Q.
Some of the statements contained in the following discussion of the Company’s financial condition and results of operations refer to future expectations or include other “forward-looking” information. Those statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by these statements. The forward-looking information is based on various factors and was derived from numerous assumptions. See “Cautionary Statement for Purposes of the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995,” and Item 1A in Part II included in this Report on Form 10-Q, as well as the risk factors included in Item 1A in Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014 for a discussion of factors to be considered when evaluating forward-looking information detailed below. These factors could cause our actual results to differ materially from the forward-looking statements. For a discussion of certain legal contingencies, see Note 11 to the Consolidated Financial Statements.
Executive Overview
The Company is a global producer and recycler of lead-acid batteries. The Company’s four business segments, Transportation Americas, Transportation Europe and Rest of World (“ROW”), Industrial Energy Americas, and Industrial Energy Europe and ROW, provide a comprehensive range of stored electrical energy products and services for transportation and industrial applications.
Transportation markets include original equipment (“OE”) and aftermarket automotive, heavy-duty truck, agricultural and marine applications, and new technologies for hybrid vehicles including Stop & Start; micro-hybrid flooded (“MHF”) and absorbed glass mat ("AGM"), and other automotive applications. Industrial markets include batteries for Motive Power and Network Power applications. Motive Power batteries are used in the materials handling industry for electric forklift trucks, and in other industries, including floor cleaning machinery, powered wheelchairs, railroad locomotives, mining, and the electric road vehicles market. Network Power batteries are used for backup power for use with telecommunications systems, computer installations, hospitals, air traffic control, security systems, utility, railway, and military applications.
The Company’s four reportable segments are determined based upon the nature of the markets served and the geographic regions in which they operate. The Company’s chief operating decision-maker monitors and manages the financial performance of these four business groups.
Chapter 11 Case
Overview
On June 10, 2013 (“Petition Date”), Exide Technologies ("Debtor") filed a voluntary petition for relief (“Chapter 11 Case”) under Chapter 11 of the United States Bankruptcy Code (“Bankruptcy Code” or “Chapter 11”), in the United States Bankruptcy Court for the District of Delaware (“Bankruptcy Court”) under the caption In re Exide Technologies, case number 13-11482. The Company's subsidiaries, foreign and domestic, have been excluded from the Chapter 11 Case, continue to operate their businesses without supervision from the Bankruptcy Court, and are not subject to the requirements of the Bankruptcy Code.

27


The Company filed for reorganization under Chapter 11 as it offered the most efficient alternative to restructure the Company's balance sheet and access new working capital while continuing to operate in the ordinary course. Factors leading to the reorganization included the Company's significant debt burden, the adverse impact of economic conditions on the Company's markets, particularly the U.S. and European markets, ongoing competitive pressures, loss of key customers over several years, the unplanned production shut down of one of the Company's facilities, and higher commodity costs including lead and purchased spent batteries. These factors contributed to higher costs and lower revenues and have resulted in significant operating losses and material adverse reductions in cash flows, severely affecting the Company's financial condition and its ability to make debt payments coming due. Downgrades of the Company's credit rating and loss of credit insurance used by certain suppliers adversely affected supplier trade credit terms, further impacting the Company's liquidity.
Exide is currently operating as a Debtor-in-Possession ("DIP") under the jurisdiction of the Bankruptcy Court and the applicable provisions of the Bankruptcy Code. In general, as a DIP, Exide is authorized to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. The Bankruptcy Code enables the Company to continue to operate its business without interruption and the Bankruptcy Court has granted a number of first day motions allowing Exide to pay pre-petition obligations to, among other parties, (i) employees, (ii) taxing authorities, (iii) insurance providers, (iv) independent contractors, (v) foreign vendors, and (vi) certain vendors deemed critical to the Company's operations.
While operating as a DIP under Chapter 11, the Debtor may sell, otherwise dispose of, or liquidate assets, or settle liabilities, subject to the approval of the Bankruptcy Court or otherwise as permitted in the ordinary course of business, in amounts other than those reflected in the Consolidated Financial Statements. Moreover, a plan of reorganization could materially change the amounts and classifications of assets and liabilities in the Consolidated Financial Statements.
Exide received Bankruptcy Court approval for, among other things, access to a DIP financing facility ("DIP Credit Facility") on the terms set forth in the Amended and Restated Superpriority Debtor-in-Possession Credit Agreement (as amended, ("DIP Credit Agreement"), the ability to pay pre-petition and post-petition employee wages, salaries and benefits, and to honor customer warranty, sales returns and rebate obligations. Subsequent to the Petition Date, the Company received approval from the Bankruptcy Court to pay or otherwise honor certain pre-petition obligations generally designed to stabilize the Company's operations including employee obligations, taxes, and from limited available funds, pre-petition claims of certain critical vendors, certain customer programs, limited foreign supplier obligations, adequate protection payments, and certain other pre-petition claims. Additionally, the Company has been paying and intends to continue to pay undisputed post-petition obligations in the ordinary course of business.
The DIP Credit Facility is used to supplement cash flows from operations during the reorganization process including the payment of post-petition ordinary course trade and other payables, the payment of certain permitted pre-petition claims, working capital needs, letter of credit requirements, and other general corporate purposes. The DIP Credit Facility contains certain financial covenants. Failure to maintain compliance with these covenants would result in an event of default which would restrict the availability of funds necessary to maintain the Company's operations and assist in funding the Company's reorganization plans.
The Chapter 11 petition triggered defaults on substantially all debt obligations of the Company and, as a result, the Company's senior secured notes and convertible notes have been accelerated and are due and payable. However, under Section 362 of the Bankruptcy Code, the commencement of a Chapter 11 Case automatically stays most creditor actions, including the actions of the holders of the Company's senior secured notes and convertible notes, against the Company's estate. Absent an order of the Bankruptcy Court, substantially all pre-petition liabilities are subject to settlement under a plan of reorganization approved by the Bankruptcy Court. There can be no assurance that a plan will be proposed by the Company or confirmed by the Bankruptcy Court or that any such plan will be successfully implemented.
On November 4, 2014, the Company entered into a plan support agreement (as amended, supplemented, or otherwise modified from time to time, the "PSA") with certain members (the "Consenting Unofficial Committee of Senior Secured Noteholders' Members" or "Consenting UNC Members") of the UNC, pursuant to which the Consenting UNC Members have agreed to support the terms of a plan of reorganization ("POR Term Sheet"), pursuant to which the Company would emerge from Chapter 11. The PSA and POR Term Sheet contemplate a dual-track plan and sale process, which affirmatively requires the Company to run a sale process concurrently with the plan process. The PSA requires Consenting UNC Members, subject to the terms and conditions thereof, to vote in favor of and affirmatively support a plan of reorganization on the terms set forth in the POR Term Sheet in their capacity as both senior secured noteholders and term loan lenders under the DIP Credit Agreement.
On November 17, 2014, the Company filed its proposed plan of reorganization as amended prior to the hearing on the disclosure statement (the "POR") and a disclosure statement with the Bankruptcy Court. The POR and disclosure statement were consistent with the terms of the PSA and related POR Term Sheet. On December 17, 2014, the Company filed a motion to approve the disclosure statement and solicitation procedures for voting on the POR.

28


On January 7, 2015, the parties executed a backstop commitment agreement (the “Backstop Commitment Agreement”). The POR also includes a rights offering of second lien convertible notes to certain holders of senior secured notes (together with oversubscription rights) of $175.0 million which is backstopped by Consenting UNC Members for $160.0 million pursuant to the Backstop Commitment Agreement. Contemporaneously with the execution of the Backstop Commitment Agreement, the Company and certain of the Consenting UNC Members entered into an amendment of the PSA to reflect the commitments of the Backstop Commitment Agreement. Concurrently, the Company filed motions seeking approval of both the PSA and the Backstop Commitment Agreement, as well as for procedures to conduct the rights offering in accordance with the POR and the Backstop Commitment Agreement.
On January 28, 2015, the Company entered into an agreement (the “GUC Trust Settlement Agreement”) with the Official Committee of Unsecured Creditors (the “Creditors’ Committee”) and certain members of the UNC that, among other things, provided for the transfer of certain assets to a trust for the benefit of the Company’s general unsecured creditors upon the effective date of the POR and that resolved certain other disputes among the parties. In addition, the Creditors’ Committee and its members agreed to support and vote to accept the POR. Concurrently, the Company filed a motion seeking Bankruptcy Court approval of the GUC Trust Settlement Agreement.
On February 4, 2015, the Bankruptcy Court entered orders approving the disclosure statement, solicitation procedures, the GUC Trust Settlement Agreement, the PSA, the Backstop Commitment Agreement, and the rights offering procedures. The Bankruptcy Court has scheduled a hearing to consider confirmation of the POR for March 27, 2015. The transactions contemplated by the POR, the GUC Trust Settlement Agreement, the PSA and the Backstop Commitment Agreement represent a heavily-negotiated business deal through which the Company has secured from a majority of the holders of the Company’s senior secured notes and the Creditors' Committee and members thereof (i) support regarding a plan of reorganization and (ii) a commitment to invest in the new business post-emergence from Chapter 11.
No assurance can be given as to the value, if any, that may be distributable to holders of the Company's various pre-petition liabilities and other securities. The Company expects that the ultimate value of any distribution to holders of its securities will be determined in connection with a plan of reorganization. At this time it is not possible to predict the ultimate effect of the Chapter 11 reorganization on our business, various creditors and security holders, or when it may be possible to emerge from Chapter 11. The Company’s common stock has been delisted from trading on the Nasdaq Stock Market (“NASDAQ”) and the POR, if approved by the Bankruptcy Court, would result in the cancellation of the Company’s outstanding equity. Accordingly, the Company urges that caution be exercised with respect to existing and future investments in any of these securities or other Company claims. Further, it is also expected that the Company's senior secured notes and convertible notes will suffer substantial impairment.
General Information
Notices to Creditors; Effect of Automatic Stay. The Company notified all known current or potential creditors that the Chapter 11 Case had been filed. Subject to certain exceptions under the Bankruptcy Code, the filing of the Exide's Chapter 11 Case automatically enjoined, or stayed, the continuation of most judicial or administrative proceedings or filing of other actions against the Company or its property to recover on, collect or secure a claim arising prior to the Petition Date. Thus, for example, most creditor actions to obtain possession of property from the Company, or to create, perfect or enforce any lien against the property of the Company, or to collect on monies owed or otherwise exercise rights or remedies with respect to a pre-petition claim, are enjoined unless and until the Bankruptcy Court lifts the automatic stay as to any such claim. Vendors are being paid for goods furnished and services provided after the Petition Date in the ordinary course of business.
Executory Contracts and Unexpired Leases. Under Section 365 and other relevant sections of the Bankruptcy Code, the Company may assume, assume and assign, or reject certain executory contracts and unexpired leases, subject to the approval of the Bankruptcy Court and certain other conditions. The Company's rights to assume or assume and assign unexpired leases of non-residential real estate expired on January 6, 2014.
In general, rejection of an executory contract or unexpired lease is treated as a pre-petition breach of the executory contract or unexpired lease in question and, subject to certain exceptions, relieves the Company from performing its future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a pre-petition general unsecured claim for damages caused by such deemed breach. Counterparties to such rejected contracts or leases have the right to file claims against the Company's estate for such damages. Generally, the assumption of an executory contract or unexpired lease requires the Company to cure existing defaults under such executory contract or unexpired lease.
Any description of an executory contract or unexpired lease elsewhere in this report or reflected in the Notes to the Consolidated Financial Statements, including where applicable the Company's express termination rights or a quantification of its obligations, must be read in conjunction with, and is qualified by, any rights the Company or counterparties have under Section 365 of the Bankruptcy Code.

29


The Company expects that liabilities subject to compromise and resolution in the Chapter 11 Case will arise in the future as a result of damage claims created by the Company's rejection of various executory contracts and unexpired leases. Due to the uncertain nature of many of the potential rejection claims, the magnitude of such claims is not reasonably estimable at this time. Such claims may be material.
Magnitude of Potential Claims. On August 9, 2013, the Company filed with the Bankruptcy Court schedules and statements of financial affairs setting forth, among other things, the assets and liabilities of the Company as shown by the Company's books and records on the petition date, subject to the assumptions contained in certain notes filed in connection therewith. The schedules and statements of financial affairs are subject to further amendment or modification.
Bankruptcy Rule 3003(c)(3) requires the Bankruptcy Court to fix the time within which proofs of claim must be filed in a Chapter 11 Case pursuant to Section 501 of the Bankruptcy Code. This Bankruptcy Rule also provides that any creditor who asserts a claim against the Company that arose prior to the Petition Date and whose claim (i) is not listed on the Company's schedules or (ii) is listed on the schedules as disputed, contingent, or unliquidated, must file a proof of claim. On September 13, 2013, the Bankruptcy Court entered an order which, among other things, established October 31, 2013, as the general bar date for filing claims and December 9, 2013 as the bar date for claims by certain governmental authorities. The claims bar date order was supplemented by a further order on October 24, 2013 extending the bar date to January 31, 2014 solely with respect to personal injury claims related to the Company's secondary lead recycling facility in Vernon, California.
Differences between amounts scheduled by the Company and claims by creditors will be investigated and resolved in connection with the claims resolution process. In light of the expected number of creditors, the claims resolution process may take considerable time to complete. Accordingly, the ultimate number and amount of allowed claims is not presently known, nor can the ultimate recovery with respect to allowed claims be presently ascertained.
Plan of reorganization. Under Chapter 11 of the Bankruptcy Code, the Company has the exclusive right for 120 days after the Petition Date to file a plan of reorganization and, if it does so, 60 additional days to obtain necessary acceptances of the plan. The Company's exclusivity period may be extended by the Court, for cause, for up to 18 months from the Petition Date. On October 15, 2013, the Bankruptcy Court entered an order extending the Company's exclusive period to file a plan of reorganization to May 31, 2014, and the period to solicit acceptances of a plan to July 24, 2014. On May 13, 2014, the Company filed a motion to further extend the exclusivity period to file a plan to July 31, 2014, and to September 30, 2014, to solicit acceptances for a plan. By an order entered July 1, 2014, the Bankruptcy Court approved the extensions. On July 30, 2014, the Company filed a motion with the Bankruptcy Court seeking a further extension of the exclusivity period to file a plan to December 10, 2014, and to solicit acceptances of a plan to February 10, 2015. This final extension of the exclusivity periods was approved by the Bankruptcy Court by order entered August 29, 2014. On November 6, 2014, in connection with its order approving the Maturity Extension Amendment, the Bankruptcy Court entered an order terminating the Company’s exclusive period to file a plan of reorganization. As a result, any party in interest may file a plan of reorganization for the Company. On November 17, 2014, the Company filed a POR and a disclosure statement with the Bankruptcy Court. On February 4, 2015, the Bankruptcy Court approved the disclosure statement and procedures for soliciting votes on the POR, and scheduled the hearing to consider confirmation of the POR for March 27, 2015. In addition to being voted on by holders of impaired claims and equity interests, a plan of reorganization must satisfy certain requirements of the Bankruptcy Code and must be approved, or confirmed, by the Bankruptcy Court in order to become effective. A plan of reorganization has been accepted by holders of claims against and equity interests in the Company if (i) at least one-half in number and two-thirds in dollar amount of claims actually voting in each impaired class of claims have voted to accept the plan and (ii) at least two-thirds in amount of equity interests actually voting in each impaired class of equity interests has voted to accept the plan.
Under certain circumstances set forth in Section 1129(b) of the Bankruptcy Code, the Bankruptcy Court may confirm a plan even if such plan has not been accepted by all impaired classes of claims and equity interests - a process known as “cram down”. A class of claims or equity interests that does not receive or retain any property under the plan on account of such claims or interests is deemed to have voted to reject the plan. The precise requirements and evidentiary showing for confirming a plan notwithstanding its rejection by one or more impaired classes of claims or equity interests depends upon a number of factors, including the status and seniority of the claims or equity interests in the rejecting class (i.e., secured claims or unsecured claims, subordinated or senior claims, preferred or common stock). Generally, with respect to common stock interests, a plan may be “crammed down” even if the shareowners receive no recovery if the proponent of the plan demonstrates that (i) no class junior to the common stock is receiving or retaining property under the plan and (ii) no class of claims or interests senior to the common stock is being paid more than in full.
Reorganization costs. The Company has incurred and will continue to incur significant costs associated with its reorganization. The amount of these costs, which are being expensed as incurred, are expected to significantly effect the Company's results of operations. Pre-petition claims will be reflected in liabilities subject to compromise on the Consolidated Balance Sheets. For additional information, see Note 1 to the Consolidated Financial Statements.

30


Further Information. For further information regarding the Chapter 11 Case, see Note 1 to the Consolidated Financial Statements. Additional information about the Company's Chapter 11 filing is also available on www.exiderestructures.com and at www.exiderestructuringinfo.com.
Factors Which Affect the Company’s Financial Performance
Lead and Other Raw Materials. Lead represented approximately 44.4% of the Company’s cost of goods sold for the nine months ended December 31, 2014. The market price of lead fluctuates. Generally, when lead prices decrease, customers may seek disproportionate price reductions from the Company, and when lead prices increase, customers may resist price increases. Either of these situations may cause customer demand for the Company’s products to be reduced and the Company’s net sales and gross margins to decline. The average price of lead as quoted on the London Metals Exchange (“LME”) has increased 0.1% from $2,090 per metric ton for the nine months ended December 31, 2013 to $2,092 per metric ton for the nine months ended December 31, 2014. To the extent that lead prices continue to be volatile and the Company is unable to pass higher material costs resulting from this volatility to its customers, its financial performance will be adversely impacted.
In the Americas, the Company typically obtains the vast majority of its lead requirements from three Company-owned and operated secondary lead recycling plants. The Company's recycling facilities reclaim lead by recycling spent lead-acid batteries, which are obtained for recycling from the Company’s customers and outside spent battery collectors. Historically, recycling in the Americas has helped the Company control the cost of its principal raw material compared to purchasing lead at prevailing market prices on the LME. Similar to the fluctuation in lead prices, however, the cost of spent batteries has also fluctuated. The average cost of spent batteries decreased approximately 1.0% for the nine months ended December 31, 2014 as compared to the nine months ended December 31, 2013. The Company takes pricing actions as allowed by the market and is attempting to secure higher captive spent battery return rates to help mitigate price volatility associated with spent battery purchases in the open market. During the nine months ended December 31, 2014 the Company's Vernon, California recycling facility was temporarily suspended for the entire period forcing the Company to procure lead at higher costs from alternative sources, including tollers.
In Europe, the Company’s lead requirements are mainly fulfilled by third-party suppliers. Because of the Company’s exposure to the historically volatile lead market prices in Europe, the Company has implemented several measures to offset changes in lead prices, including selective pricing actions and lead price escalators. The Company has automatic lead price escalators with virtually all original equipment manufacturer customers. The Company currently obtains a small portion of its lead requirements from recycling in its European owned facilities.
The Company expects that volatility in lead and other commodity costs, which affect all business segments, will continue to put pressure on the Company’s financial performance. However, selective pricing actions, including lead price escalators in certain contracts, have been implemented to help mitigate these risks. The implementation of selective pricing actions and price escalators generally lag the rise in market prices of lead and other commodities. Both lead price escalators and fuel surcharges may not be accepted by our customers, and if the price of lead decreases, our customers may seek disproportionate price reductions.
Energy Costs. The Company relies on various sources of energy to support its manufacturing and distribution processes, principally natural gas at its recycling facilities, electricity in its battery assembly facilities, and diesel fuel for distribution of its products. The Company seeks to recoup increases in energy costs through price increases or surcharges. To the extent the Company is unable to pass on higher energy costs to its customers, its financial performance will be adversely impacted.
Competition. The global transportation and industrial energy battery markets are highly competitive. In recent years, competition has continued to intensify and has affected the Company’s ability to pass along increased prices to keep pace with rising production costs. The affects of this competition have been exacerbated by excess manufacturing capacity in certain of the Company’s markets. In addition, fluctuating lead prices and lower priced Asian imports have also impacted certain of the Company’s markets.
Exchange Rates. The Company is exposed to foreign currency risk in most European countries, principally from fluctuations in the euro. For the nine months ended December 31, 2014, the average exchange rate of the euro to the U.S. dollar has decreased (1.1)% on average to $1.32 compared to $1.33 for nine months ended December 31, 2013. At December 31, 2014, the euro was $1.21 as compared to $1.38 at March 31, 2014. Fluctuations in foreign currencies impacted the Company’s results for the periods presented herein. For the nine months ended December 31, 2014, approximately 62.3% of the Company’s net sales were generated in Europe and ROW. Further, approximately 64.7% of the Company’s aggregate accounts receivable and inventories as of December 31, 2014 were held by European and ROW subsidiaries. To the extent foreign currencies are volatile, the Company’s financial performance could be adversely impacted.
The Company is also exposed, although to a lesser extent, to foreign currency risk in the U.K., Poland, Australia, and various countries in the Pacific Rim. Fluctuations in exchange rates against the U.S. dollar can result in variations in the

31


U.S. dollar value of non-U.S. sales, expenses, assets, and liabilities. In some instances, gains in one currency may be offset by losses in another.
Markets. The Company is subject to concentrations of customers and sales in a few geographic locations and is dependent on customers in certain industries, including the automotive, communications, and data and material handling markets. Economic difficulties experienced in these markets and geographic locations impact the Company’s financial results. OE volumes in the Transportation and Motive Power channels can be impacted by cyclical demand caused by changes in global economic conditions. In addition, dramatic changes in capital spending levels by major customers in our Network Power channels can also significantly impact sales levels.
Seasonality and Weather. The Company sells a disproportionate share of its transportation aftermarket batteries during the fall and early winter (the Company’s third and a portion of its fourth fiscal quarters). Retailers and distributors buy automotive batteries during these periods so they will have sufficient inventory for cold weather periods. The impact of seasonality on sales has the affect of increasing the Company’s working capital requirements and also makes the Company more sensitive to fluctuations in the availability of liquidity.
Unusually cold winters or hot summers may accelerate battery failure and increase demand for transportation replacement batteries. Mild winters and cool summers may have the opposite affect. As a result, if the Company’s sales are reduced by an unusually warm winter or cool summer, it is not possible for the Company to recover these sales in later periods. Further, if the Company’s sales are adversely affected by the weather, the Company cannot make offsetting cost reductions to protect its liquidity and gross margins in the short-term because a large portion of the Company’s manufacturing and distribution costs are fixed.
Interest Rates. The Company is exposed to fluctuations in interest rates on its variable rate debt.
Highlights and Outlook
The key elements of the Company’s underlying business plans and continued strategies are:
Successfully emerging from Chapter 11 as a going concern.
Successful resolution of regulatory and legal matters related to the Vernon, California secondary lead recycling facility and reopening the facility.
Actions designed to improve the Company’s liquidity and operating cash flow include working capital reduction plans, the sale of non-strategic assets and businesses, streamlining cash management processes, implementing plans to minimize the cash costs of the Company’s restructuring initiatives, and closely managing capital expenditures.
Continued factory and distribution productivity improvements through the Company’s established Lean/Six Sigma program, as well as the Value Analysis Value Engineering (“VAVE”).
An enhanced focus on growth of the Industrial Energy Americas business through increased new product offerings (Tubular Motive Power, High Frequency Chargers, etc.), increases in capacity and a larger and more distributed sales and service team tied to the Transportation branch network.
Continued investment in production capacity to meet evolving needs for enhanced batteries (AGM and MHF) required for the increasing numbers of Stop & Start and micro-hybrid vehicles.
Continued research and development and engineering investments designed to develop enhanced lead-acid products as well as products utilizing alternative chemistries, particularly Lithium-Ion for selected Motor Power application in Europe.
Critical Accounting Policies and Estimates
There were no significant changes to our critical accounting policies and estimates as reported in Item 7 from our Annual Report on Form 10-K for the fiscal year ended March 31, 2014.
Results of Operations
Three months ended December 31, 2014 compared with the three months ended December 31, 2013
Net Sales
Net sales were $692.6 million for the three months ended December 31, 2014 compared to $759.7 million for the three months ended December 31, 2013. Foreign currency translation had an unfavorable impact on net sales of approximately $42.6 million. Excluding foreign currency translation, net sales decreased by approximately $24.5 million, or 3.2%, primarily due to the exit of certain OE contracts in Transportation Americas, capital spending delay by a certain significant Network Power customer in the Americas, partially offset by higher Motive Power units sales in both of the Company’s Industrial Energy

32


segments. Additionally, lead related pricing actions had an estimated $4.0 million favorable impact on net sales. See segment discussion below.
Net sales by operating segment:
 
 
 
 
 
 
FAVORABLE / (UNFAVORABLE)
 
 
Three Months Ended
 
TOTAL
 
Currency
Related
 
Non-Currency
Related
 
 
December 31, 2014
 
December 31, 2013
 
 
 
(In thousands)
Transportation Americas
 
$
179,066

 
$
189,515

 
$
(10,449
)
 
$
(2,872
)
 
$
(7,577
)
Transportation Europe & ROW
 
243,255

 
283,663

 
(40,408
)
 
(22,671
)
 
(17,737
)
Industrial Energy Americas
 
71,526

 
75,375

 
(3,849
)
 
(547
)
 
(3,302
)
Industrial Energy Europe & ROW
 
198,721

 
211,113

 
(12,392
)
 
(16,515
)
 
4,123

 
 
$
692,568

 
$
759,666

 
$
(67,098
)
 
$
(42,605
)
 
$
(24,493
)
Transportation Americas net sales, excluding foreign currency translation impact, decreased 4.0% primarily due to the exit from OE automotive contracts, 5.6% lower aftermarket unit sales, and $3.0 million lower third party lead and tolling sales resulting from the temporary suspension of the Company’s Vernon, California recycling plant in the current fiscal year.
Transportation Europe & ROW net sales, excluding foreign currency translation impact, decreased 6.3% primarily due to weaker unit sales with original equipment down 9.0% and aftermarket down 7.1%. Lead related pricing actions had a favorable impact of $2.2 million.
Industrial Energy Americas net sales, excluding the foreign currency translation impact, decreased 4.4% primarily due to lower unit sales in the Network Power as a result of capital spending delay by a certain significant customer, partially offset by significantly higher unit sales in the Motive Power market, including higher average selling prices on Tubular units.
Industrial Energy Europe & ROW net sales, excluding foreign currency translation impact, increased 2.0% primarily due to 5.8% higher motive unit sales and higher military sales, partially offset by lower Network Power sales which were down 9.2%. Lead related pricing actions had a favorable impact of $1.7 million.
Gross Profit
Gross profit was $89.4 million for the three months ended December 31, 2014 compared to $110.0 million for the three months ended December 31, 2013. Gross margin was down approximately 160 basis points from 14.5% to 12.9% of net sales primarily resulting from approximately $13.4 million higher costs resulting from the temporary suspension of and professional fees relating to the Company’s Vernon, California recycling facility. See further discussion of operating segments below under the caption “Operating income (loss) by operating segment".
Operating Expenses
Selling and administrative expenses were $85.5 million for the three months ended December 31, 2014 compared to $94.7 million for the three months ended December 31, 2013. Excluding $3.9 million favorable foreign currency translation impact, this decrease is due to lower salary and benefits costs from reduced headcount and lower professional fees, including legal fees.
Restructuring and impairment expenses were $0.3 million for the three months ended December 31, 2014 compared to $3.3 million for the three months ended December 31, 2013. Prior year included certain headcount reductions primarily in Europe.
Operating Income (Loss)
Operating income (loss) was $3.6 million in the three months ended December 31, 2014 compared to $12.0 million in the three months ended December 31, 2013. See segment discussion below.
Operating income (loss) by operating segment:

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Three Months Ended
 
 
 
 
 
 
 
 
December 31, 2014
 
December 31, 2013
 
FAVORABLE / (UNFAVORABLE)
 
 
TOTAL
 
Percent of
Net Sales
 
TOTAL
 
Percent of
Net Sales
 
TOTAL
 
Currency
Related
 
Non-Currency
Related
 
 
(In thousands)
Transportation Americas
 
$
(10,242
)
 
(5.7
)%
 
$
(280
)
 
(0.1
)%
 
$
(9,962
)
 
$
(105
)
 
$
(9,857
)
Transportation Europe & ROW
 
10,296

 
4.2
 %
 
15,986

 
5.6
 %
 
(5,690
)
 
(1,355
)
 
(4,335
)
Industrial Energy Americas
 
4,159

 
5.8
 %
 
4,785

 
6.3
 %
 
(626
)
 
(94
)
 
(532
)
Industrial Energy Europe & ROW
 
7,337

 
3.7
 %
 
4,880

 
2.3
 %
 
2,457

 
(534
)
 
2,991

Unallocated corporate
 
(7,719
)
 
n/a

 
(10,015
)