-----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, TlcranVmUR57E7T/2GYKCQhn6jAmrGOYgMpd1WLIQ4uTSz3ELCqaVmIgrJlsPqZr i01Nbyv7Y2ebmeIkgOmLDQ== 0000950148-99-001767.txt : 19990811 0000950148-99-001767.hdr.sgml : 19990811 ACCESSION NUMBER: 0000950148-99-001767 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR INDUSTRIES INTERNATIONAL INC CENTRAL INDEX KEY: 0000095552 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 952594729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-06615 FILM NUMBER: 99683111 BUSINESS ADDRESS: STREET 1: 7800 WOODLEY AVE CITY: VAN NUYS STATE: CA ZIP: 91406 BUSINESS PHONE: 8187814973 MAIL ADDRESS: STREET 1: 7800 WOODLEY AVENUE CITY: VAN NUYS STATE: CA ZIP: 91406 10-Q 1 FORM 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO _________ COMMISSION FILE NUMBER 1-6615 SUPERIOR INDUSTRIES INTERNATIONAL, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 95-2594729 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 7800 WOODLEY AVENUE VAN NUYS, CALIFORNIA 91406 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (818) 781-4973 (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 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 ISSUER'S CLASSES OF COMMON STOCK, AS OF THE LAST PRACTICABLE DATE. CLASS OF COMMON STOCK OUTSTANDING AT JULY 30, 1999 $.50 PAR VALUE 26,828,835 2 SUPERIOR INDUSTRIES INTERNATIONAL, INC. REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1999 TABLE OF CONTENTS
Page ---------- Part I - Financial Information Item 1 - Financial Statements Consolidated Condensed Statements of Income .................................................. 1 Consolidated Condensed Balance Sheets......................................................... 2 Consolidated Condensed Statements of Cash Flows............................................... 3 Consolidated Condensed Statements of Shareholders' Equity..................................... 4 Notes to Consolidated Condensed Financial Statements.......................................... 5 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations.............................................................. 9 Part II - Other Information......................................................................... Item 4 - Submission of Matters to a Vote of Security Holders..................................... 12 Item 6 - Exhibits and Reports on Form 8-K........................................................ 13 Signatures....................................................................................... 13
3 SUPERIOR INDUSTRIES INTERNATIONAL, INC. PART I - FINANCIAL INFORMATION ITEM 1. - FINANCIAL STATEMENTS CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (Dollars in thousands, except per share data)
Three Months Six Months Ended June 30, Ended June 30, ---------------------- ---------------------- 1999 1998 1999 1998 -------- -------- -------- -------- Net Sales .................................. $155,029 $138,130 $291,938 $274,501 Cost of Sales .............................. 121,052 114,709 229,310 226,243 -------- -------- -------- -------- Gross Profit ............................... 33,977 23,421 62,628 48,258 Selling, General and Administrative Expenses 5,236 5,286 10,367 10,669 -------- -------- -------- -------- Income From Operations ..................... 28,741 18,135 52,261 37,589 Non-Operating Income / Expense: Interest income, net .................... 1,437 1,057 2,486 1,947 Miscellaneous expense, net .............. 509 189 1,149 779 -------- -------- -------- -------- 928 868 1,337 1,168 Income Before Provision for Income Taxes ... 29,669 19,003 53,598 38,757 Provision for Income Taxes ................. 10,458 6,699 18,893 13,662 -------- -------- -------- -------- Net Income ................................. $ 19,211 $ 12,304 $ 34,705 $ 25,095 ======== ======== ======== ======== Earnings Per Share - Basic ................. $ 0.71 $ 0.44 $ 1.28 $ 0.90 ======== ======== ======== ======== Earnings Per Share - Diluted ............... $ 0.71 $ 0.44 $ 1.28 $ 0.89 ======== ======== ======== ======== Dividends Declared Per Share ............... $ 0.09 $ 0.08 $ 0.17 $ 0.15 ======== ======== ======== ========
See accompanying Notes to Consolidated Condensed Financial Statements 1 4 SUPERIOR INDUSTRIES INTERNATIONAL, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in thousands, except par value and share data)
June 30 December 31 ASSETS 1999 1998 ----------- ---------- (Unaudited) Current Assets: Cash and cash equivalents .............................. $ 93,939 $ 86,566 Accounts receivable, net ............................... 108,126 100,754 Inventories ............................................ 36,236 41,433 Other current assets ................................... 6,569 7,133 --------- --------- Total current assets ............................. 244,870 235,886 Property, Plant and Equipment, net ........................ 159,592 158,194 Other Long-term Assets .................................... 32,085 33,350 --------- --------- Total Assets .............................................. $ 436,547 $ 427,430 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable ....................................... $ 41,839 $ 57,707 Accrued liabilities .................................... 37,168 32,756 Current portion of capitalized leases .................. 648 648 --------- --------- Total current liabilities ........................ 79,655 91,111 Capitalized Leases ........................................ 526 673 Other Long-term Liabilities ............................... 14,125 14,862 Deferred Income Taxes ..................................... 9,250 8,750 Shareholders' Equity Preferred stock, par value $25.00, 1,000,000 shares authorized, none issued ............ -- -- Common stock, par value $.50, 100,000,000 shares authorized ....................... 13,458 13,656 Foreign currency translation adjustments ............... (16,211) (17,233) Retained earnings ...................................... 335,744 315,611 --------- --------- Total shareholders' equity ....................... 332,991 312,034 Total Liabilities and Shareholders' Equity ................ $ 436,547 $ 427,430 ========= =========
See accompanying Notes to Consolidated Condensed Financial Statements 2 5 SUPERIOR INDUSTRIES INTERNATIONAL, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands)
Six Months Ended 1999 1998 -------- -------- Net Cash Provided by Operating Activities ............ $ 37,931 $ 41,860 Cash Flows from Financing Activities: Repurchases of common stock ....................... (10,099) (9,920) Cash dividends paid ............................... (4,351) (3,909) Payments of long-term debt ........................ (147) (144) Stock options exercised ........................... 190 3,080 -------- -------- Net Cash Used in Financing Activities .......... (14,407) (10,893) -------- -------- Cash Flows from Investing Activities: Additions to property, plant and equipment ........ (15,632) (11,293) Investment in and advances to joint ventures ...... (554) (3,451) Proceeds from sale of property, plant and equipment 35 117 -------- -------- Net Cash Used in Investing Activities .......... (16,151) (14,627) -------- -------- Net Increase in Cash and Cash Equivalents ............ 7,373 16,340 Cash and Cash Equivalents at Beginning of Period ..... 86,566 73,693 -------- -------- Cash and Cash Equivalents at End of Period ........... $ 93,939 $ 90,033 -------- --------
See accompanying Notes to Consolidated Condensed Financial Statements 3 6 SUPERIOR INDUSTRIES, INC. CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (Dollars in thousand, except share data)
Common Stock Foreign ---------------------------- Additional Currency Number of Paid-In Translation Retained Shares Amount Capital Adjustment Earnings Total ---------- ----------- ----------- ----------- ----------- ----------- Balances at December 31, 1998 .... 27,312,086 $ 13,656 $ 0 $ (17,233) $ 315,611 $ 312,034 Comprehensive income: Net income ............. -- -- -- -- 34,705 34,705 Foreign currency translation adjustment -- -- -- 1,022 -- 1,022 Comprehensive income .... -- -- -- -- -- 35,727 Cash dividends declared ($.17/share) ......... -- -- -- -- (4,861) (4,861) Repurchases of common stock ......... (404,900) (202) (186) -- (9,711) (10,099) Stock options exercised, including related tax benefit .......... 7,949 4 186 -- -- 190 ---------- ----------- ----------- ----------- ----------- ----------- Balances at June 30, 1999 ........ 26,915,135 $ 13,458 $ 0 $ (16,211) $ 335,744 $ 332,991 ========== =========== =========== =========== =========== ===========
See accompanying Notes to Consolidated Condensed Financial Statements 4 7 SUPERIOR INDUSTRIES INTERNATIONAL, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS JUNE 30, 1999 (UNAUDITED) 1. Presentation of Consolidated Condensed Financial Statements During interim periods, Superior Industries International, Inc. and its subsidiaries follow the accounting policies set forth in its Annual Report to Shareholders and apply appropriate interim financial reporting standards, as indicated below. Users of financial information produced for interim periods are encouraged to refer to the notes contained in the 1998 Annual Report to Shareholders when reviewing interim financial results. Interim financial reporting standards require us to make estimates that are based on assumptions regarding the outcome of future events and circumstances not known at that time, including the use of estimated effective tax rates. Inevitably, some assumptions may not materialize and unanticipated events and circumstances may occur which vary from those estimates and such variations may significantly affect our future results. In our opinion, the accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the Securities and Exchange Commission's requirements of Form 10-Q and contain all adjustments, of a normal and recurring nature, which are necessary for a fair presentation of i) the consolidated condensed statements of income for the three and six months ended June 30, 1999 and 1998, ii) the consolidated condensed balance sheets at June 30, 1999 and December 31, 1998, iii) the consolidated condensed statements of cash flows for the six months ended June 30, 1999 and 1998, and iv) the consolidated condensed statements of shareholders' equity at June 30, 1999 and December 31, 1998. 2. Earnings Per Share Basic earnings per share is computed by dividing net income for the period by the weighted average number of common shares outstanding for the period, or 27,001,000 and 27,818,000 for the three months ended June 30, 1999 and 1998 and 27,033,000 and 27,864,000 for the six months ended June 30, 1999 and 1998, respectively. For purposes of calculating "diluted" earnings per share, net income is divided by the total of the weighted averaged shares outstanding plus the dilutive effect of our outstanding stock options ("common stock equivalents"), or 27,092,000 and 27,998,000 for the three months ended June 30, 1999 and 1998 and 27,134,000 and 28,061,000 for the six months ended June 30, 1999 and 1998, respectively. 5 8 SUPERIOR INDUSTRIES INTERNATIONAL, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 1999 (UNAUDITED) 3. Accounting Matters Segment Reporting - We manufacture motor vehicle parts and accessories for sale on normal, generally unsecured trade terms to original equipment manufacturers (OEM) and the automotive aftermarket, primarily in North America, on an integrated one-segment basis. New Accounting Standards - In 1998, the Financial Accounting Standards Board issued Statements of Financial Accounting Standard No. 132, "Employers Disclosures about Pensions and Other Postretirement Benefits" ("FAS 132") and No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133"). Implementation of the disclosure requirements of FAS 132 did not have a material effect on our consolidated financial statements. We do not anticipate the adoption of FAS 133, in the year 2000, to have a material effect on our consolidated financial statements. 4. Accounts Receivable The following is a summary of our consolidated accounts receivable: (Thousands of dollars)
June 30, December 31, 1999 1998 --------- --------- Accounts Receivable: Trade $ 95,713 $ 91,629 Other 13,761 10,498 --------- --------- 109,474 102,127 Allowance for Doubtful Accounts (1,348) (1,373) --------- --------- $ 108,126 $ 100,754
6 9 SUPERIOR INDUSTRIES INTERNATIONAL, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 1999 (UNAUDITED) 5. Inventories The following is a summary of our consolidated inventories: (Thousands of dollars)
June 30, December 31, 1999 1998 ------- ------- Raw materials $ 8,350 $12,987 Work in process 10,940 10,998 Finished goods 16,946 17,448 ------- ------- $36,236 $41,433
6. Property, Plant and Equipment Property, plant and equipment, net consists of the following: (Thousands of dollars)
June 30, December 31, 1999 1998 --------- --------- Land and buildings $ 51,025 $ 47,944 Machinery and equipment 299,240 285,899 Leasehold improvements and other 5,437 5,283 Construction in progress 24,338 26,083 --------- --------- 380,040 365,209 Accumulated depreciation (220,848) (207,015) --------- --------- $ 159,192 $ 158,194
Depreciation expense was $7.0 million and $6.4 million for the three month periods ended June 30, 1999 and 1998, respectively, and $14.2 million and $12.8 million for the six month periods ended June 30, 1999 and 1998, respectively. 7 10 SUPERIOR INDUSTRIES INTERNATIONAL, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 1999 (UNAUDITED) 7. Contingencies We are party to various legal and environmental proceedings incidental to our business. Certain claims, suits and complaints arising in the ordinary course of business have been filed or are pending against us. Based on facts now known to us, we believe all such matters are adequately provided for, covered by insurance or, if not so covered or provided for, are without merit, or involve such amounts that would not materially adversely affect our consolidated results of operations and cash flows or financial position. 8. Forward Looking Statements Some statements included in this filing which are not historical in nature are forward looking statements within the meaning of the Private Securities Legislation Act of 1995. Forward looking statements regarding our future performance and financial results are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward looking statements due to a variety of factors. Factors that may impact such forward looking statements include, among others, changes in the condition of the industry, changes in general economic conditions and the success of our strategic and operating plans. 8 11 SUPERIOR INDUSTRIES INTERNATIONAL, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The second quarter of 1999 again proved to be a record quarter, as unit shipments of aluminum road wheels to original equipment manufacturers (OEM) increased approximately 20% versus 1998 to an all-time high for a quarter. This contributed to record revenues for a quarter of $155.0 million. Accordingly, net income for the three months ended June 30, 1999 of $19.2 million also set a record for a second quarter and net income per diluted share of $0.71 tied the record set in the fourth quarter of 1998. OEM unit shipments increased 19.7% over the same period a year ago, exceeding the 12.3% growth in North American vehicle production for the period, suggesting further gains in market share. Our consolidated net sales increased $16.9 million, or 12.2%, to $155.0 million in the second quarter of 1999 from $138.1 million a year ago, which quarter was affected by the United Auto Workers' (UAW) strike in early June against General Motors (GM). OEM net sales increased $19.2 million, or 15.0%, to $147.7 million compared to $128.5 million in 1998. Sales dollars were reduced by lower passed through aluminum selling prices during the period. For the model year 1998, industry-wide aluminum wheel installation rates rose to 53%, continuing a long-term upward trend. Unit shipment increases were experienced in both passenger car and light truck styles and unit shipments to international customers again approximated 10% of total OEM unit shipments. Net sales of our automotive aftermarket products decreased $2.3 million, or 24.1%, to $7.3 million in the second quarter of 1999 from $9.6 million a year ago, as consolidation of the customer base continues to impact sales. We are currently reviewing our marketing strategy alternatives for these products. Consolidated net sales for the six months ended June 30, 1999 increased $17.4 million, or 6.4%, to $291.9 million from $274.5 million a year ago. OEM net sales increased $22.9 million, or 9.0%, to $278.3 million from $255.4 million in 1998, as unit shipments increased 14.1%. The increased unit shipments translate to lower increases in sales dollars because of lower aluminum prices. For the six months ending June 30, 1999, net sales of automotive aftermarket products decreased $5.5 million, or 29.0%, to $13.6 million from $19.1 million a year ago, for the reasons mentioned above Gross margin for the quarter increased to $34.0 million, or 21.9% of net sales, compared to $23.4 million, or 17.0% of net sales, for the same period a year ago. For the six-month period ended June 30, 1999, the gross margin increased to $62.6 million, or 21.5% of net sales from $48.3 million, or 17.6% of net sales in 1998. The increased gross margin in both the three and six month periods of 1999, was due principally to higher utilization rates at our OEM wheel plants, the improved profitability of the chrome plating facility and the gross margin percentage improvement caused by the lower pass-through aluminum pricing. Selling, general and administrative expenses for the second quarter of 1999 were $5.2 million, or 3.4% of net sales in 1999 compared to $5.3 million, or 3.8% of net sales in 1998, which indicates a consistent selling, general and administrative expense trend. For the six months ended June 30, 1999, these expenses were $10.4 million or 3.6% of net sales compared to $10.7 million or 3.9% of net sales in the same period a year ago. 9 12 SUPERIOR INDUSTRIES INTERNATIONAL, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Operating income for the second quarter increased $10.6 million, or 58.5%, to $28.7 million from $18.1 million in the same period a year ago, due principally to the improved gross margin explained above. Accordingly, the operating income margin for the second quarter of 1999 was 18.5% of sales compared to 13.1% of sales in the same period in 1998. On a year-to-date basis, operating income was up $14.7 million, or 39.0%, to $52.3 million or 17.9% of net sales, from $37.6 million or 13.7% of net sales a year ago. Interest income for the second quarter increased to $1.4 million from $1.1 million a year ago, as cash available for investing during the period increased by approximately $22.1 million to $98.0 million. For the six months ended June 30, 1999, interest income was $2.5 million compared to $1.9 million a year ago. Miscellaneous expense for the second quarter includes pre-tax equity losses related to our start up of the fifty percent owned joint venture operation in Hungary, of $620,000 in 1999 and $400,000 in 1998. Year-to-date equity losses were $1.3 million in 1999 and $700,000 in 1998. As a result of the above, net income for the quarter increased $6.9 million, or 56.1%, to $19.2 million, or 12.4% of net sales, from $12.3 million, or 8.9% of net sales last year. For the six months ended June 30, 1999, net income was $34.7 million compared to $25.1 million in 1998. Diluted earnings per share for the second quarter of 1999 was $0.71, an increase of 61.4% over the $0.44 per diluted share in the same period a year ago. On a year-to-date basis, a diluted earnings per share was $1.28, an increase of 43.8% over the $0.89 per diluted share in 1998. READINESS FOR YEAR 2000 We are aware of the potential for Year 2000 software failures and the associated impact on business operations. We developed a plan that established January 1, 1998 for all integrated business software to be Year 2000 compliant. That target date has been met, as a test environment was established and the programs were activated in the second quarter of 1998. Also, we have completed a company-wide review to identify and address issues associated with the ability of our date-sensitive business processes to properly recognize the Year 2000. This program is being conducted by a management team led by a project manager reporting directly to the Vice President of Operations & Quality. This team is coordinating the efforts of internal resources as well as third party customers and vendors in identifying the various systems, processes and types of equipment requiring analysis and, potentially, remediation. The program includes systems, processes and equipment in all of our domestic and international locations. The program also includes formal communications with "mission critical" suppliers for each of our manufacturing locations. As of this writing, a detailed inventory by location of all systems, processes and types of equipment has been completed. Currently, 99% of our mission critical suppliers have responded as being Year 2000 compliant. A plan to test mission critical equipment and software has been developed to ensure that they are in fact compliant. Reiterative testing will continue through 1999 on all systems, processes and equipment to ensure continued compliance. Additionally, in conjunction with a group of our key customers, who are continually monitoring 10 13 SUPERIOR INDUSTRIES INTERNATIONAL, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) and rating our progress with this program, we have developed contingency plans for all mission critical processes. Costs incurred from inception of this program to become Year 2000 compliant are estimated at less than $500,000 and are not anticipated to increase significantly over the balance of 1999. Minimal cost was incurred during the second quarter of 1999. We currently anticipate that the mission critical systems that we control in our domestic and international operations will be Year 2000 compliant by January 1, 2000. However, no assurance can be given that unforeseen circumstances will not arise during the completion of this program, which would adversely affect the Year 2000 compliance of our systems. As a result, we are unable to determine the impact that any system interruption, especially those externally generated, would have on our results of operation, financial position or cash flows. We feel confident based on reviews by outside consultants, that we have recognized and addressed the need for making our centralized integrated computing able to manage the business upon entering the twenty-first century. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities was $37.9 million for the six months ended June 30, 1999, compared to $41.9 million for the same period a year ago. The increase in net income and non-cash items totaling $11.6 million was offset by a higher funding requirement for working capital. Working capital requirements in the 1998 period were affected by the GM strike in June of that year and by receipt of a significant payment of accounts receivable in that month. In 1999, working capital requirements were greater due to the record level of sales during the period and to a significant payment of accounts receivable not being received until the day after closing the quarter. Our principal financing activities during the six months ended June 30, 1999 were to repurchase 404,900 shares of our common stock for $10.1 million, pursuant to a 2.0 million share repurchase plan authorized in the fourth quarter of 1997, and to pay cash dividends on our common stock totaling $4.4 million. Similar financing activities during the same period a year ago were for $9.9 million to repurchase common stock and $3.9 million to pay cash dividends. The principal investing activity during the six month period ended June 30, 1999 was funding $15.6 million of capital expenditures for the Chihuahua, Mexico facility expansion and for modernization of our other plants. Similar investment activities during the same period a year ago were for $11.3 million of capital expenditures and $3.5 million for investment in and advances to joint ventures. Working capital and current ratio were $165.2 million and 3.1:1 versus $144.8 million and 2.6:1 at June 30, 1999 and December 31, 1998, respectively, and $144.6 million and 3.1:1, respectively, at June 30, 1998. Cash and short-term investments as of June 30, 1999 were $93.9 million compared to $86.6 million at December 31, 1998 and $90.0 million at June 30, 1998. Our cash position is forecasted to be substantially more than sufficient to fund working capital and capital investment requirements for the balance of the year. 11 14 SUPERIOR INDUSTRIES INTERNATIONAL, INC. PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Our Annual Meeting of Stockholders was held on May 7, 1999, for the purpose of electing three Directors and approving an amendment to the Superior Industries International, Inc. 1993 Stock Option Plan. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and there was no solicitation in opposition to management's solicitations. There were 27,201,285 shares of our common stock issued, outstanding and entitled to vote as of the record date, March 12, 1999. There were present at the meeting, in person or by proxy, the holders of 23,738,502 shares, representing 87.3% of the total shares outstanding and entitled to vote at the meeting. Accordingly, 3,462,783 shares, or 12.7% of this total, were not voted. All of management's nominees for Director as listed in the proxy statement were elected with the following vote: Shares Shares Nominee Voted For Withheld ------- ---------- -------- Louis L. Borick 23,588,123 150,379 Raymond C. Brown 23,594,963 143,539 Steven J. Borick 23,592,454 146,048 The following incumbent Directors will have their terms of office expire as of the date of the Annual Meeting of Stockholders in the years indicated below: Incumbent Director Year ------------------ ---- Jack H. Parkinson 2000 Philip W. Colburn 2000 R. Jeffrey Ornstein 2000 Sheldon I. Ausman 2001 V. Bond Evans 2001 Management's proposal to approve and ratify the adoption of an amendment to the Superior Industries International, Inc. 1993 Stock Option Plan, increasing the shares available for grant by 500,000 was approved with the following vote: Shares Voted "For" 15,941,162 Shares Voted "Against" 7,715,369 Shares "Abstaining" 81,971 12 15 SUPERIOR INDUSTRIES INTERNATIONAL, INC. PART II - OTHER INFORMATION (Continued) ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: Exhibit 10.33 - 1993 Stock Option Plan of the Registrant, amended as of May 7, 1999, incorporated herein by reference to the 1999 Proxy Statement Exhibit 27 - Financial Data Schedule b) Reports on Form 8-K - There were no reports on Form 8-K filed during the three months ended June 30, 1999. 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. SUPERIOR INDUSTRIES INTERNATIONAL, INC. (Registrant) Date 8/10/99 /s/ Louis L. Borick ----------------------------------- Louis L. Borick President and Chairman of the Board Date 8/10/99 /s/ R. Jeffrey Ornstein ----------------------------------- R. Jeffrey Ornstein Vice President and CFO 13 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED, CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS. 6-MOS DEC-31-1999 JAN-01-1999 JUN-30-1999 93,939 0 109,474 (1,348) 36,236 244,870 380,440 (220,848) 436,547 79,655 0 0 0 13,458 319,533 436,547 291,938 291,938 229,310 239,677 1,149 0 (2,486) 53,598 18,893 34,705 0 0 0 34,705 1.28 1.28 NOTES AND ACCOUNTS RECEIVABLE - TRADE ARE REPORTED NET OF ALLOWANCES FOR DOUBTFUL ACCOUNTS IN THE CONSOLIDATED CONDENSED BALANCE SHEET. COMMON STOCK AND ADDITIONAL PAID-IN-CAPITAL ARE COMBINED IN THE CONSOLIDATED CONDENSED BALANCE SHEET.
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