UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
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OMB Number: 3235-0058 |
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Expires: March 31, 2006 |
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per response 2.50 |
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SEC FILE NUMBER |
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001-11263 |
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CUSIP NUMBER |
NOTIFICATION OF LATE FILING
(CHECK ONE) þ Form 10-K o Form 20-F o Form 11-K o Form
10-Q o Form N-SAR o Form N-CSR
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For
Period Ended: March 31, 2006 |
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Transition Report on Form 10-K |
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Transition Report on Form 20-F |
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Transition Report on Form 11-K |
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Transition Report on Form 10-Q |
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Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified
any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s)
to which the notification relates:
PART I REGISTRANT INFORMATION
Exide Technologies
Full Name of Registrant
Former Name if Applicable
13000 Deerfield Parkway, Building 200
Address of Principal Executive Office (Street and Number)
Alpharetta, GA 30004
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.
(Check box if appropriate)
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þ
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(a)
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The reasons described in reasonable detail in Part
III of this form could not be eliminated without unreasonable effort or
expense; |
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(b)
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The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
N-CSR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due date; and |
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable. |
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Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number. |
PART III NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or
the transition report portion thereof, could not be filed within the prescribed time period.
This Company has been unable to complete its financial statements required for the timely filing of
its annual report on Form 10-K for the year ended March 31, 2006 without unreasonable cost and
effort due in part to the fact that there was a late identification
of out of period deferred tax benefits. Among other items, the
identification of out of period deferred tax benefits has also
impacted the timing of the completion of the Companys final
assessment of its internal control over financial reporting under the Sarbanes
Oxley Act and consequently its auditors report thereon could
not be completed. When filed, such Form 10-K will contain a going
concern modification in its audit opinion due to the Company's history of losses and negative cash flow and due to the lack of assurance regarding future covenant compliance with its credit
agreement.
Management
of the Company is completing its required assessment of Internal
control over financial reporting. While management has not yet
completed its assessment of the Companys internal control over
financial reporting, management has concluded, as of the date of this
filing, that a material weakness existed as of March 31, 2006. The
material weakness is described in the following paragraph. A material
weakness is a control deficiency, or a combination of control
deficiencies, that results in more than a remote likelihood that a
material misstatement of the annual or interim financial statements
will not be prevented or detected.
The
Company did not maintain effective controls over the accounting for
income taxes. Specifically, the Company did not have controls over
the period-end accounting for income taxes. Specifically, the
Companys processes, procedures and controls related to the
preparation and review of the quarterly and annual tax provisions
were not adequate to ensure that the deferred tax provision and
deferred tax asset and liability balances were accurate and
determined in accordance with generally accepted accounting
principles. This control deficiency resulted in audit adjustments to
the Companys fiscal 2006 consolidated financial statements.
Additionally, this control deficiency could result in a misstatement
of the tax provision and deferred tax asset and liability balances
that would result in a material misstatement to the annual or interim
consolidated financial statements that would not be prevented
or detected. Accordingly, management has determined that this control
deficiency constitutes a material weakness.
As a
result of the existence of the material weakness identified above,
the Companys management will conclude that as of March 31,
2006, the Companys internal control over financial reporting
was not effective based upon the criteria in Internal
Control-Integrated Framework issued by the Committee on
Sponsoring Organizations of the Treadway Commission (COSO). Also, as
a result of the existence of the material weakness, the
Companys management believes that the report of its independent
registered public accounting firm will contain an adverse opinion
with respect to the effectiveness of the Companys internal
control over financial reporting as of March 31, 2006. Because
managements required assessment of internal control over
financial reporting is not complete, it is possible that the Company
will identify other control deficiencies, and there can be no
assurance that such control deficiencies would not, individually or
in the aggregate, constitute a material weakness.
The Form
10-K will also disclose that the Companys liquidity position is constrained,
that the Company has an operational plan intended to provide adequate liquidity to
fund its operations (including reductions in planned capital expenditures and
restructuring activities), and that, to increase liquidity, the Company continues to
explore strategic alternatives including the potential sale of its
Industrial Energy Europe and Rest of World division or the raising of
additional capital.
(Attach Extra Sheets if Needed)
PART IV OTHER INFORMATION
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(1) |
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Name and telephone number of person to contact in regard to this notification |
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Francis M. Corby Jr.
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(678)
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566-9000 |
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(Name)
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(Area Code)
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(Telephone
Number) |
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(2)
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Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
If answer is no, identify report(s).
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þ YES o NO |
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(3)
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Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
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þ YES o NO |
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If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made. |
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The Company anticipates it will
ultimately report a significantly reduced net loss for the year ended March 31, 2006 when
compared to the Successor Company results for the period May 6,
2004 through March 31, 2005. This is principally due to a
goodwill impairment charge of $389.5 million offset somewhat by
a $54 million gain from the mark-to-market of the Companys
warrants liabilities in the Successor Companys prior period. In the current year the Company had higher sales
resulting in an increased gross margin of approximately $30 million, driven
through increased volume and offset by the inability to recover
through pricing, continuing higher costs (including lead) of raw
materials, fuel and utilities. Additionally, the Company incurred higher
interest costs of approximately $26 million and recorded a
liability of $23.8 million resulting from a court order adopting
an agreement and joint resolution extending and modifying payments of
a pre-existing fine imposed against one of the
Companys subsidiaries. |
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The above description excludes the
period April 1, 2004 through May 5, 2004 (Predecessor
Company), which reflect the gain discharge of liabilities subject to
compromise and fresh start accounting adjustments as a result of the
Company exiting Chapter 11. |
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Exide Technologies
(Name of Registrant as Specified in Charter)
has caused this notification to be
signed on its behalf by the undersigned hereunto duly authorized.
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Date : June 15, 2006 |
By: |
Francis M. Corby Jr.
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Executive Vice President and |
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Chief Financial Officer |
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