-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q723D/3whOdHKaDsnNvA3ssccHiWA89E+UlJ/1Hgnoc0jm8lS2FuHlIrHkPhfsZ0 hdDuroQLpovVr4xTVZ8f0w== /in/edgar/work/0000800459-00-000009/0000800459-00-000009.txt : 20001115 0000800459-00-000009.hdr.sgml : 20001115 ACCESSION NUMBER: 0000800459-00-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARMAN INTERNATIONAL INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000800459 STANDARD INDUSTRIAL CLASSIFICATION: [3651 ] IRS NUMBER: 112534306 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-09764 FILM NUMBER: 766307 BUSINESS ADDRESS: STREET 1: 1101 PENNSYLVANIA AVENUE N W STREET 2: STE 1010 CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 2023931101 MAIL ADDRESS: STREET 1: 1101 PENNSYLVANIA AVENUE NW STREET 2: SUITE 1010 CITY: WASHINGTON STATE: DC ZIP: 20004 10-Q 1 0001.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended: September 30, 2000 Commission File Number: 1-9764 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED - ------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 11-2534306 - ----------------------------- --------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1101 PENNSYLVANIA AVENUE, NW WASHINGTON, D.C. 20004 -------------------------------------------------------------- (Address of principal executive offices) (Zip code) (202) 393-1101 ------------------------------------------------------------ (Registrant's telephone number, including area code) NOT APPLICABLE ------------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------- ------- Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 32,158,024 shares of Common Stock, $.01 par value, at October 31, 2000. HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES INDEX PART I. FINANCIAL INFORMATION PAGE NO. Item 1. Financial Statements Condensed Consolidated Balance Sheets - September 30, 2000 and June 30, 2000 3 Condensed Consolidated Statements of Operations - Three months ended September 30, 2000 and 1999 4 Condensed Consolidated Statements of Cash Flows - Three months ended September 30, 2000 and 1999 5 Notes to Condensed Consolidated Financial Statements 6-11 Item 2. Management's Discussion and Analysis of the Results of Operations and Financial Condition 12-14 PART II. OTHER INFORMATION 15-17 SIGNATURES 18 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2000 AND JUNE 30, 2000 (000s omitted except per share amounts)
09/30/00 06/30/00 ----------- ----------- ASSETS Current assets Cash and cash equivalents $ 4,741 4,365 Receivables (less allowance for doubtful accounts of $10,875 at September 30, 2000 and $11,760 at June 30, 2000) 309,858 306,596 Inventories 316,136 298,273 Other current assets 63,256 61,792 ----------- ----------- Total current assets 693,991 671,026 ----------- ----------- Property, plant and equipment, net 245,016 251,737 Excess of cost over fair value of assets acquired, net 157,836 166,647 Other assets 46,389 48,095 ----------- ----------- Total assets $ 1,143,232 1,137,505 ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Short-term borrowings $ 15,089 14,969 Current portion of long-term debt 5,670 7,537 Accounts payable 143,000 161,333 Accrued liabilities 164,397 177,542 ----------- ----------- Total current liabilities 328,156 361,381 ----------- ----------- Borrowings under revolving credit facility 118,237 11,835 Senior long-term debt 240,369 242,983 Other non-current liabilities 32,956 33,918 Minority interest 997 1,055 Shareholders' equity Common stock, $.01 par value 376 188 Additional paid-in capital 293,965 292,897 Accumulated other comprehensive income (loss) (77,825) (59,131) Retained earnings 328,811 322,383 Less common stock held in treasury (122,810) (70,004) ----------- ----------- Total shareholders' equity 422,517 486,333 ----------- ----------- Total liabilities and shareholders' equity $ 1,143,232 1,137,505 ----------- -----------
See accompanying Notes to Condensed Consolidated Financial Statements. 3 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (000s omitted except per share amounts)
Three Months Ended September 30, 2000 1999 -------------- -------------- Net sales $ 394,976 356,773 Cost of sales 285,266 260,530 -------------- -------------- Gross profit 109,710 96,243 Selling, general and administrative expenses 93,567 83,926 -------------- -------------- Operating income 16,143 12,317 Other expense Interest expense 5,730 4,630 Miscellaneous, net 203 594 -------------- -------------- Income before income taxes 10,210 7,093 Income tax expense 2,965 2,199 -------------- -------------- Net income $ 7,245 4,894 -------------- -------------- Basic earnings per share $ 0.22 0.14 -------------- -------------- Diluted earnings per share $ 0.21 0.14 -------------- -------------- Weighted average shares outstanding - basic 33,016 34,958 -------------- -------------- Weighted average shares outstanding - diluted 34,462 35,396 -------------- --------------
See accompanying Notes to Condensed Consolidated Financial Statements. 4 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 ($000s omitted)
2000 1999 ------------- ------------- Cash flows from operating activities: Net income $ 7,245 4,894 Adjustments to reconcile net income to net cash used in operating activities: Depreciation 15,319 12,791 Amortization of intangible assets 3,106 1,546 Changes in assets and liabilities: (Increase) decrease in: Receivables (12,279) 4,732 Inventories (28,726) (10,574) Other current assets (2,856) 2,624 (Decrease) increase in: Accounts payable (13,630) (11,486) Accrued liabilities (5,838) (8,927) Other operating activities (102) 326 -------------- ------------- Net cash used in operating activities $ (37,761) (4,074) -------------- ------------- Cash flows from investing activities: Proceeds from disposition of assets $ --- 7,406 Capital expenditures (16,989) (6,552) Other items, net (1,135) (940) -------------- ------------- Net cash used in investing activities $ (18,124) (86) -------------- ------------- Cash flows from financing activities: Borrowings on (repayments of) lines of credit $ 688 (7,725) Proceeds from issuance of long-term debt 108,566 43,022 Repurchase of common stock (52,806) (21,890) Dividends paid to shareholders (817) (873) Proceeds from exercise of stock options 1,256 145 -------------- ------------- Net cash provided by financing activities $ 56,887 12,679 -------------- ------------- Exchange effect on cash $ (626) 247 -------------- ------------- Net increase in cash and cash equivalents 376 8,766 Cash and cash equivalents at beginning of period 4,365 2,963 -------------- ------------- Cash and cash equivalents at end of period $ 4,741 11,729 -------------- ------------- Supplemental disclosures of cash flow information: Interest paid $ 6,851 7,637 Income taxes paid $ 7,130 2,401
See accompanying Notes to Condensed Consolidated Financial Statements. 5 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements NOTE A - BASIS OF PRESENTATION The Company's Condensed Consolidated Financial Statements as of September 30, 2000, and for the three months ended September 30, 2000 and 1999, have not been audited by the Company's independent auditors; however, in the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the consolidated financial position of the Company and subsidiaries as of September 30, 2000 and the results of their operations and their cash flows for the periods presented. Where necessary, prior years' information has been reclassified to conform to the current year consolidated financial statement presentation. These financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2000. The results of operations for the three months ended September 30, 2000, are not necessarily indicative of the results to be expected for the full year. NOTE B - COMPREHENSIVE INCOME Comprehensive income and its components for the three months ended September 30, 2000 and 1999 are presented below.
Three Months Ended September 30, (Dollars in thousands) 2000 1999 ------------ ------------ Net income (loss) $ 7,245 4,894 Other comprehensive income: Foreign currency translation adjustments (20,773) 7,851 Change in fair value of foreign currency cash flow hedges 2,079 -- ------------ ------------ Total comprehensive income (loss) $ (11,449) 12,745 ------------ ------------
6 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements NOTE B - COMPREHENSIVE INCOME (continued) The components of accumulated other comprehensive income as of September 30, 2000 and June 30, 2000 and the activity for the three months ended September 30, 2000 are presented below.
Cumulative Accumulated Accumulated Other Translation Derivative Comprehensive Adjustment Gain/(Loss) income(loss) ------------- ------------ --------------- June 30, 2000 $ (59,131) $ -- $ (59,131) Foreign currency translation adjustments (20,773) -- (20,773) Change in fair value of foreign currency cash flow hedges -- 2,079 2,079 ------------ ------------ -------------- September 30, 2000 $ (79,904) $ 2,079 $ (77,825) ------------ ------------ --------------
NOTE C - EARNINGS PER SHARE INFORMATION
Three Months Ended September 30, 2000 1999 -------------------- -------------------- (000's omitted except per share amounts) Basic Diluted Basic Diluted --------- --------- --------- --------- Net income $ 7,245 7,245 4,894 4,894 --------- --------- --------- --------- Weighted average shares outstanding 33,016 33,016 34,958 34,958 Employee stock options -- 1,446 -- 438 --------- --------- --------- --------- Total weighted average shares outstanding 33,016 34,462 34,958 35,396 --------- --------- --------- --------- Earnings per share $ 0.22 0.21 0.14 0.14 --------- --------- --------- ---------
7 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements NOTE D - SEGMENTATION The Company is engaged in the design, manufacture and marketing of high fidelity audio products. Our businesses are organized based on the end-user markets served - consumer and professional. The Consumer Systems Group manufactures loudspeakers and electronics for high fidelity audio and video reproduction in the home, with computers and in vehicles. Home applications include two channel audio, multi-channel audio/video and personal computer audio. Vehicle applications include audio, video, navigation, telematics, multi-media and wireless internet. Consumer products are marketed under brand names including JBL, Harman Kardon, Infinity, Becker, Revel, Lexicon, Mark Levinson and Proceed. The Professional Group manufactures loudspeakers and electronics used by audio professionals in concert halls, cinemas, recording studios, broadcasting operations and live music events. Professional products are marketed worldwide under brand names including JBL, AKG, Soundcraft, Studer, DOD, Crown, Digitech and dbx. The following table reports external sales and operating income by segment:
Three Months Ended September 30, ($000s omitted) 2000 1999 ----------- ------------ Net sales: Consumer Systems Group $ 285,359 260,885 Professional Group 109,617 95,888 Other -- -- ----------- ------------ Total $ 394,976 356,773 ----------- ------------ Operating income: Consumer Systems Group $ 21,250 12,133 Professional Group 6,675 2,544 Other (11,782) (2,360) ----------- ------------ Total $ 16,143 12,317 ----------- ------------
Other operating income (loss) is primarily comprised of corporate expenses net of subsidiary allocations. 8 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements NOTE E - INVENTORIES Inventories consist of the following:
September 30, June 30, ($000's omitted) 2000 2000 -------------- -------------- Finished goods and inventory purchased for resale $ 141,586 134,038 Work in process 43,746 40,815 Raw materials and supplies 130,804 123,420 -------------- -------------- Total inventories $ 316,136 298,273 -------------- --------------
NOTE F - DERIVATIVES The Company uses foreign currency forward contracts to hedge a portion of its forecasted transactions. These forward contracts are designated as foreign currency cash flow hedges and recorded at fair value in the statement of financial position. The recorded fair value is balanced by an entry to other comprehensive income (loss) in the statement of financial position until the underlying forecasted foreign currency transaction occurs. When the transaction occurs, the gain or loss from the derivative designated as a hedge of the transaction is reclassified from accumulated other comprehensive income (loss) to the same income statement line item in which the foreign currency gain or loss on the underlying hedged transaction is recorded. If the underlying forecasted transaction does not occur, the amount recorded in accumulated other comprehensive income (loss) is reclassified to the miscellaneous, net line of the income statement in the then-current period. Because the amounts and the maturities of the derivatives approximate those of the forecasted exposures, changes in the fair value of the derivatives are highly effective in offsetting changes in the cash flows of the hedged items. Any ineffective portion of the derivatives is recognized in current earnings. The ineffective portion of the derivatives, which was immaterial for all periods presented, primarily results from discounts or premiums on forward contracts. 9 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements NOTE F - DERIVATIVES (continued) As of September 30, 2000, the Company had contracts maturing through June 2001 to purchase and sell the equivalent of approximately $34 million of various currencies to hedge future foreign currency purchases and sales. The Company recorded approximately $0.2 million in net losses from cash flow hedges related to forecasted foreign currency transactions in the three months ended September 30, 2000. These losses were offset by equivalent gains on the underlying hedged items. The amount as of September 30, 2000, that will be reclassified from accumulated other comprehensive income (loss) to earnings within the next twelve months that is associated with these hedges is a loss of approximately $1.2 million. The Company has also purchased forward contracts to hedge future cash flows due from foreign consolidated subsidiaries under operating lease agreements. As of September 30, 2000, the Company had such contracts in place to purchase and sell the equivalent of approximately $36 million of various currencies to hedge quarterly lease commitments through September 2004. The amount as of September 30, 2000 that will be reclassified from accumulated other comprehensive income (loss) to earnings within the next twelve months that is associated with these hedges is a gain of $0.8 million. NOTE G - STOCK SPLIT On August 16, 2000, the Company announced that its Board of Directors had approved a two-for-one split of its common stock in the form of a 100% stock dividend with a record date of August 28, 2000, and a distribution date of September 19, 2000. Share and per share amounts have been restated to reflect the stock split for all periods presented. NOTE H - LEGAL PROCEEDINGS The Company is a defendant in a lawsuit entitled Bose Corporation v. JBL, Inc., and Infinity Systems, Inc., United States District Court, District of Massachusetts. In this case, Bose sued JBL and Infinity for infringement of a U.S. patent owned by Bose relating to the use of elliptical ports in loudspeaker cabinets. 10 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements NOTE H - LEGAL PROCEEDINGS (continued) On September 1, 2000, the trial court issued a judgment in favor of Bose in the amount of $5.7 million. In addition, the court initially issued a permanent injunction prohibiting JBL and Infinity from the manufacture and sale of loudspeakers in the United States utilizing elliptical ports. On September 27, 2000 the trial court modified its permanent injunction to allow JBL and Infinity to sell from its current inventory in the United States loudspeakers covered by the initial ruling through November 26, 2000. The ruling requires the Company to account for such sales at a later date. As a result of this modified order, the Company believes the ultimate judgement by the trial court will increase from $5.7 million to approximately $7.0 million plus interest. Management believes the trial court erred in its ruling and is appealing the decision. Regardless of the outcome of this proceeding, management believes that this action will not have a material adverse effect on the Company's business, results of operations or financial condition. 11 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS --------------------- COMPARISON OF THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 Net sales for the first quarter ended September 30, 2000 increased 11 percent to $395.0 million. Sales in the first quarter last year totaled $356.8 million. Exclusive of currency effects, sales rose 18 percent in the quarter. The Consumer Systems Group reported sales of $285.4 million for the quarter, an increase of 9 percent over the same period last year and an 18 percent increase excluding currency effects. Operating income increased 75 percent to $21.3 million. Sales of consumer audio products were slightly higher than last year's, and sales to personal computer manufacturers increased 9 percent. Sales to the automakers increased 13 percent over the prior year and 24 percent excluding currency effects. In North America and Asia, the introduction of new Mark Levinson digital audio systems for the Lexus LS430, LX470, GS300/400 and SC300 models contributed to the growth. Audio system shipments to Toyota and Mitsubishi also increased substantially. In Europe, Becker reported strong sales to the Mercedes Benz division of DaimlerChrysler and robust sales of navigation systems in the aftermarket. The Professional Group reported sales of $109.6 million for the quarter, a 14 percent increase over the prior year and a 20 percent increase excluding currency effects. Operating income more than doubled to $6.7 million. Crown, a professional amplifier manufacturer acquired in March 2000, contributed to the growth, offset by the June 2000 divestiture of Orban. AKG reported solid sales growth due to a new contract with General Motors for supply of hands-free microphones used in the OnStar system. JBL sales reflected softness in the United States cinema market, offset by strong cinema sales in Asia and Europe. The gross profit margin for the quarter ended September 30, 2000 was 27.8 percent ($109.7 million) compared to 27.0 percent ($96.2 million) in the same period last year. Gross margins increased due to changes in sales mix, higher sales and improved factory leverage. 12 Selling, general and administrative costs were 23.7 percent of sales ($93.6 million) for the three months ended September 30, 2000, compared to 23.5 percent ($83.9 million) for the same period last year. Selling, general and administrative expenses increased due to non-cash charges totaling $5.5 million for the vesting of executive performance stock options. Operating income as a percentage of sales was 4.1 percent ($16.1 million) for the quarter ended September 30, 2000, compared to 3.5 percent ($12.3 million) for the same period in the prior year. Operating income increased due to sales growth and higher gross margins. Interest expense for the three months ended September 30, 2000 was $5.7 million compared to $4.6 million in the same quarter last year. Interest expense increased due to higher interest rates. The weighted average interest rate on borrowings for the quarter ended September 30, 2000 increased to 6.7 percent, compared to 5.5 percent in the same period last year. Rates increased due to market conditions and a larger percentage of borrowings in U.S. dollars. Average borrowings outstanding of $342.7 million for the first quarter of fiscal 2001 approximated last year's average for the same period of $338.2 million. Income before income taxes for the first quarter was $10.2 million, compared to $7.1 million in the same period last year. The effective tax rate for the first quarter of fiscal 2001 was 29.0 percent, compared to 31.0 percent for the same period a year ago. The effective tax rates were below the U.S. statutory rate due to utilization of tax credits, realization of certain tax benefits for United States exports and the utilization of tax loss carryforwards at certain foreign subsidiaries. The Company calculates its effective tax rate based upon its current estimate of annual results. Net income for the three months ended September 30, 2000 was $7.2 million, compared to income of $4.9 million reported for the same period last year. Basic earnings per share for the three months ended September 30, 2000 were $0.22, and diluted earnings per share were $0.21. In the same period last year, basic and diluted earnings per share were $0.14. 13 FINANCIAL CONDITION ------------------- Net working capital at September 30, 2000 was $365.8 million, compared with $309.6 million at June 30, 2000 and $407.0 million at September 30, 1999. Working capital increased compared to June 30, 2000 due to higher inventory balances driven by seasonality of sales and lower accounts payable, primarily reflecting the timing of payments to vendors. The Company continued its common stock repurchase program. For the three months ended September 30, 2000, the Company acquired and placed in treasury 1,825,400 shares of its common stock at a total cost of $52.8 million. Borrowings under the revolving credit facility at September 30, 2000 were $122.6 million, comprised of swing line borrowings of $4.4 million, which were included in short term borrowings, and competitive advance borrowings and revolving credit borrowings of $118.2 million. Borrowings under the revolving credit facility at June 30, 2000 were $15.0 million, comprised of swing line borrowings of $3.2 million and competitive advance borrowings and revolving credit borrowings of $11.8 million. Borrowings under the revolving credit facility increased due to higher working capital levels, common stock repurchases and capital expenditures. Except for historical information contained herein, the matters discussed are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those suggested in the forward-looking statements, including, but not limited to, the effect of economic conditions, product demand, currency exchange rates, labor disputes, availability of key components, competitive products and other risks detailed in the Company's other Securities and Exchange Commission filings. 14 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES PART II - OTHER INFORMATION Item 1. Legal Proceedings The Company is a defendant in a lawsuit entitled Bose Corporation v. JBL, Inc., and Infinity Systems, Inc., United States District Court, District of Massachusetts. In this case, Bose sued JBL and Infinity for infringement of a U.S. patent owned by Bose relating to the use of elliptical ports in loudspeaker cabinets. On September 1, 2000, the trial court issued a judgment in favor of Bose in the amount of $5.7 million. In addition, the court initially issued a permanent injunction prohibiting JBL and Infinity from the manufacture and sale of loudspeakers in the United States utilizing elliptical ports. On September 27, 2000 the trial court modified its permanent injunction to allow JBL and Infinity to sell from its current inventory in the United States loudspeakers covered by the initial ruling through November 26, 2000. The ruling requires the Company to account for such sales at a later date. As a result of this modified order, the Company believes the ultimate judgement by the trial court will increase from $5.7 million to approximately $7.0 million plus interest. Management believes the trial court erred in its ruling and is appealing the decision. Regardless of the outcome of this proceeding, management believes that this action will not have a material adverse effect on the Company's business, results of operations or financial condition. There are various other legal claims pending against the Company, but in the opinion of management, liabilities, if any, arising from such claims will not have a material adverse effect on the Company's business, results of operations or financial condition. Item 2. Changes in Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders (a) The date of the Annual Meeting of Stockholders was November 9, 2000. 15 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES PART II - OTHER INFORMATION (continued) Item 4. Submission of Matters to a Vote of Security Holders (cont.) (b) Gregory P. Stapleton was re-elected as a director of the Company with 12,358,420 affirmative votes and 2,389,178 votes withholding authority. Mr. Stapleton will serve a three-year term expiring at the 2003 Annual Meeting of Stockholders. (c) Mr. Edward H. Meyer was re-elected as a director of the Company with 12,357,737 affirmative votes and 2,389,861 votes withholding authority. Mr. Meyer will serve a three-year term expiring at the 2003 Annual Meeting of Stockholders. (d) Mr. Stanley A. Weiss was re-elected as a director of the Company with 9,741,945 affirmative votes and 5,005,653 votes withholding authority. Mr. Weiss will serve a three-year term expiring at the 2003 Annual Meeting of Stockholders. (e) The proposal to amend the Company's Restated and Amended Certificate of Incorporation to increase the number of authorized shares of the Company's Common Stock was approved with 14,185,588 affirmative votes, 463,197 negative votes and 98,813 votes withholding authority. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits required by Item 601 of Regulation S-K None. (b) Reports on Form 8-K Form 8-K, dated August 16, 2000, filed on August 18, 2000, containing the following items: Item 5. Announcement of two-for-one stock split to be effected in the form of a stock dividend. 16 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES PART II - OTHER INFORMATION (continued) Item 6. Exhibits and Reports on Form 8-K (cont.) (b) Reports on Form 8-K (cont.) Form 8-K, dated August 16, 2000, filed on August 18, 2000, containing the following items: Item 5. June 2000 earnings release and additional financial information. 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (Registrant) DATE: November 14,2000 BY: /s/ Bernard A.Girod --------------------- Bernard A. Girod Vice Chairman and Chief Executive Officer DATE: November 14,2000 BY: /s/ Frank Meredith --------------------- Frank Meredith Executive Vice President and Chief Financial Officer 18 EX-27 2 0002.txt ART 5 FDS FOR 10-Q
5 1000 3-MOS JUN-30-2001 SEP-30-2000 4642 99 320733 10875 316136 693991 481916 236900 1143232 328156 358606 376 0 0 422141 1143232 394976 394976 217178 285266 0 220 5730 10210 2965 7245 0 0 0 7245 0.22 0.21
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