SUPERIOR INDUSTRIES INTERNATIONAL INC
10-Q, 1996-11-05
MOTOR VEHICLE PARTS & ACCESSORIES
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<PAGE>   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 September 30, 1996

                                       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                            91406
            Van Nuys, California                         (Zip Code)
  (Address of principal executive offices)

                                 (818) 781-4973
              (Registrant's telephone number, including area code)

                                 Not Applicable

              (Former name, former address and former fiscal year,
                          if change 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 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.

                                                  Outstanding at
          Class of Common Stock                  October 28, 1996
             $.50 Par Value                      28,382,216 Shares


                                       1
<PAGE>   2
                          PART 1 FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                    SUPERIOR INDUSTRIES INTERNATIONAL, INC.
                     CONSOLIDATED CONDENSED BALANCE SHEETS
                                  (Unaudited)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                   SEPTEMBER 30,    DECEMBER 31,
                                                           1996            1995
                                                   -------------    ------------
<S>                                                    <C>             <C>
ASSETS
   CURRENT ASSETS:
      Cash and equivalents                             $ 27,440        $  3,366
      Short-term investments, at the lower of
         cost or market                                   5,062           7,813
      Receivables, net                                   70,349          70,889
      Inventories
         Raw materials                                   15,200          18,485
         Work in process                                 11,685          12,815
         Finished goods                                  15,503          22,523
                                                       --------        --------
                                                         42,388          53,823

      Other current assets                                7,003           6,768
                                                       --------        --------
           Total current assets                         152,242         142,659
                                                       --------        --------

   PROPERTY, PLANT AND EQUIPMENT, net                   164,472         177,538
   OTHER ASSETS                                          32,001          21,573
                                                       --------        --------
                                                       $348,715        $341,770
                                                       ========        ========


LIABILITIES AND SHAREHOLDERS' EQUITY
   CURRENT LIABILITIES:
      Notes payable and current portion
         of long-term debt                             $  8,824        $ 13,628
      Accounts payable                                   36,720          46,920
      Accrued liabilities                                30,249          21,198
                                                       --------        --------
           Total current liabilities                     75,793          81,746
                                                       --------        --------

   LONG-TERM DEBT, net                                    5,657           5,814
   OTHER LONG-TERM LIABILITIES                           17,350          17,207
   DEFERRED INCOME TAXES                                  8,050           7,850
   SHAREHOLDERS' EQUITY                                 241,865         229,153
                                                       --------        --------
                                                       $348,715        $341,770
                                                       ========        ========
</TABLE>




   See notes to consolidated condensed financial statements.


                                       2
<PAGE>   3
                    SUPERIOR INDUSTRIES INTERNATIONAL, INC.
                  CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                  (Unaudited)
           (DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                September 30,
                                                            1996              1995
                                                     -----------       -----------
  <S>                                                <C>               <C>
  NET SALES                                          $   120,447       $   113,176
  Cost of Sales                                           96,038            92,286
                                                     -----------       -----------

  Gross Profit                                            24,409            20,890

  Selling, general and administrative
     expenses                                              4,587             4,507
                                                     -----------       -----------

  INCOME FROM OPERATIONS                                  19,822            16,383

  Other Expense:
     Interest expense                                       (236)             (959)
     Interest income                                         232               277
     Miscellaneous, net                                   (1,750)           (2,661)
                                                     -----------       -----------
                                                          (1,754)           (3,343)
                                                     -----------       -----------

  INCOME BEFORE INCOME TAXES                              18,068            13,040

  Income Taxes                                             6,640             4,755
                                                     -----------       -----------


  NET INCOME                                         $    11,428       $     8,285
                                                     ===========       ===========
  EARNINGS PER SHARE                                 $      0.40       $      0.28
                                                     ===========       ===========
  Weighted Average and Equivalent Shares
     Outstanding                                      28,605,000        30,123,000
                                                     ===========       ===========
</TABLE>



  See notes to consolidated condensed financial statements.



                                       3
<PAGE>   4
                    SUPERIOR INDUSTRIES INTERNATIONAL, INC.
                  CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                  (Unaudited)
           (DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                             Nine Months Ended
                                                                September 30,
                                                            1996              1995
                                                      ----------        ----------
  <S>                                                 <C>               <C>
  NET SALES                                           $  379,462        $  390,297
  Cost of Sales                                          302,973           303,788
                                                      ----------        ----------

  Gross Profit                                            76,489            86,509

  Selling, general and administrative
     expenses                                             14,948            15,203
                                                      ----------        ----------

  INCOME FROM OPERATIONS                                  61,541            71,306

  Other Income (Expense):
     Interest expense                                     (1,139)           (2,529)
     Interest income                                         592               993
     Miscellaneous, net                                   (7,293)           (4,466)
                                                      ----------        ----------
                                                          (7,840)           (6,002)
                                                      ----------        ----------

  INCOME BEFORE INCOME TAXES                              53,701            65,304

  Income Taxes                                            19,735            24,595
                                                      ----------        ----------

  NET INCOME                                          $   33,966        $   40,709
                                                      ==========        ==========

  EARNINGS PER SHARE                                  $     1.18        $     1.36
                                                      ==========        ========== 

  Weighted Average and Equivalent Shares
     Outstanding                                      28,882,000        30,007,000
                                                      ==========        ==========
</TABLE>



  See notes to consolidated condensed financial statements.




                                       4
<PAGE>   5
                    SUPERIOR INDUSTRIES INTERNATIONAL, INC.
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                  Nine Months Ended
                                                                     September 30,
                                                                 1996            1995
                                                             --------        --------
  <S>                                                        <C>             <C>
  NET CASH PROVIDED BY OPERATING ACTIVITIES                  $ 68,947        $ 31,889

  CASH FLOWS FROM FINANCING ACTIVITIES:
     Short-term borrowings                                     (4,800)        (16,442)
     Stock options exercised                                      533           2,756
     Payments of long-term debt                                  (161)         (5,773)
     Cash dividends                                            (4,872)         (4,298)
     Repurchases of common stock                              (17,197)         (2,534)
                                                             --------        --------

  NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES         (26,497)        (26,291)
                                                             --------        --------

  CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to property, plant and equipment, net           (7,490)        (18,501)
     Proceeds from sales of marketable securities                 364          15,071
     Investment in Hungarian joint venture                    (11,250)         (4,775)
     Purchases of marketable securities                           -               -
                                                             --------        --------

  NET CASH USED IN INVESTING ACTIVITIES                       (18,376)         (8,205)
                                                             --------        --------

  Net Increase/(Decrease) in Cash and Equivalents              24,074          (2,607)

  Cash and Equivalents at Beginning of Period                   3,366           5,884
                                                             --------        --------

  Cash and Equivalents at End of Period                      $ 27,440        $  3,277
                                                             ========        ========
</TABLE>



  See notes to consolidated condensed financial statements.


                                       5
<PAGE>   6
                    SUPERIOR INDUSTRIES INTERNATIONAL, INC.
           CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
                                  (Unaudited)
           (DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                                                    Valuation
                                   Common Stock                                     Adjustment
                            ------------------------    Additional    Cumulative        to
                              Number of                  Paid-In      Translation   Marketable    Retained
                                Shares        Amount     Capital      Adjustment    Securities    Earnings      Total
                            -----------     --------     ---------    -----------   ----------  ----------   --------
<S>                         <C>             <C>          <C>           <C>              <C>     <C>          <C>
Balances at
   December 31, 1995         29,029,007     $14,514       $38,911      $(13,828)        $(652)   $190,208    $229,153

Net income                        -            -            -             -             -          33,966      33,966

Foreign currency
   translation, net of
   related deferred
   income taxes                   -            -            -               380         -            -            380

Cash dividends
   ($.17/share)                   -            -            -             -             -          (4,872)     (4,872)

Repurchases of
   common stock                (665,600)       (332)      (16,865)        -             -            -        (17,197)

Stock options
   exercised, including
   related tax
   benefit                       31,809          16           517         -             -            -            533

Valuation adjustment to
       marketable securities      -            -            -             -               (98)       -            (98)
                             ----------     -------      --------      --------         -----    --------    --------
Balances at
   September 30, 1996        28,395,216     $14,198      $ 22,563      $(13,448)        $(750)   $219,302    $241,865
                             ==========     =======      ========      ========         =====    ========    ========
</TABLE>




See notes to consolidated condensed financial statements.



                                       6
<PAGE>   7
                    SUPERIOR INDUSTRIES INTERNATIONAL, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                  (Unaudited)

 1.      During interim periods, the Company follows the accounting policies
         set forth in its Annual Report to Stockholders and applies appropriate
         interim financial reporting standards, including the use of estimated
         annual effective tax rates.  Users of financial information produced
         for interim periods are encouraged to refer to the notes contained in
         the Annual Report to Stockholders when reviewing interim financial
         results.

         In the opinion of Management, the accompanying unaudited consolidated
         condensed financial statements of Superior Industries International,
         Inc. and subsidiaries (the "Company") contain all adjustments
         necessary, which are of a normal and recurring nature,  to present
         fairly the financial position of the Company as of September 30, 1996,
         and the results of its operations and cash flows for the three month
         and nine month periods ended September 30, 1996 and  1995.

 2.      Per share amounts are based on the weighted average number of shares
         of common stock outstanding and common stock equivalents, when
         dilutive, during the period.

 3.      Interim financial reporting standards require management to make
         estimates that are based on assumptions regarding the outcome of
         future events and circumstances not known at the present time.
         Inevitably, some assumptions may not materialize and unanticipated
         events and circumstances may occur which vary from those estimates and
         such variations may significantly affect the Company's future results.

 4.      Interest paid, net of amounts capitalized, was $844,000 and $2,529,000
         for the nine months ended September 30, 1996, and September 30, 1995,
         respectively.  Interest amounts capitalized were $0 and $739,000 for
         the nine months ended September 30, 1996 and September 30, 1995,
         respectively.  Taxes paid were $16,402,000 and $23,297,000 for the
         nine months ended September 30, 1996 and September 30, 1995,
         respectively.





                                       7
<PAGE>   8

                ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SUMMARY OF SALES BY PRODUCT LINE

<TABLE>
<CAPTION>
                                                                       (000's)
                                                                                                    Increase
                                                                                                  (Decrease)
For the Three Months Ended September 30,                            1996              1995         Over 1995
- ----------------------------------------                  --------------   ---------------    --------------
<S>                                                       <C>              <C>                      <C>
OEM CAST ALUMINUM ROAD WHEELS                             $      113,130   $       105,457              7.3%

AFTERMARKET                                                        7.317             7,719            (5.2)%
                                                          --------------   ---------------                  
                                                          $      120,447   $       113,176              6.4%
                                                          ==============   ===============                   

For the Nine Months Ended September 30, 
- ---------------------------------------

OEM CAST ALUMINUM ROAD WHEELS                             $      354,479   $       362,338            (2.2)%
                                                                                                            

AFTERMARKET                                                       24,983            27,959           (10.6)%
                                                          --------------   ---------------                  

                                                          $      379,462   $       390,297            (2.8)%
                                                          ==============   ===============                  
</TABLE>

RESULTS OF OPERATIONS

OEM net sales were $113.1 million  for the quarter ended September 30, 1996
representing an increase of 7.3 percent  over the comparable period in 1995.
Higher net sales resulted from higher unit shipments.  OEM net sales declined
2.2 percent to $354.5 million for the nine months compared to 1995.  The
decline in year to date net sales from the comparable period in 1995 reflect
reduced prices due to lower aluminum costs which flow through to our major OEM
customers.  Unit shipments of OEM cast aluminum wheels increased 16.4 percent
for the quarter and increased 6.7 percent for the nine months compared to prior
year levels.  Installation of aluminum wheels on domestic automobiles and light
trucks increased as overall production of these vehicles increased 6.9 percent
for the quarter but decreased 1.7 percent for the nine months ended September
1996 compared to the same period last year. Wheel shipments to customers other
than Ford and GM were also up compared to the related period last year.  The
result of this increase brings the international portion of our business to
nearly 6 percent of our total OEM business.

Net sales in the aftermarket business decreased 5.2 percent and 10.6 percent
for the quarter and nine months ended September 30, 1996, respectively, from
comparable periods in 1995.  This is attributable to a general slowdown in the
entire automotive aftermarket accessory business.



                                       8
<PAGE>   9
Gross margins were 20.3 percent and 20.2 percent for the quarter and nine
months ended September 30, 1996, respectively, versus 18.5 and 22.2 percent for
the comparable periods in 1995.  Increased gross profit margins reflect the
increase in our plant utilization rate over the same quarter last year.

Selling, general and administrative expenses, as a percentage of net sales, are
about flat with last year's three and nine month periods at approximately 3.9
percent.  For the nine months ended September 30, 1996, selling, general and
administrative expenses, have declined $255,000 as a result of  the company's
continued cost controls.

Interest expense for the third quarter and nine months ended September 1996
were $236,000 and $1,139,000 respectively.  This is a decrease of $723,000 and
$1,390,000 respectively, from the same periods last year due to payments of
senior debt bearing interest rates of 10.22 percent and 9.31 percent.  Also
contributing to the decline in interest expense is the ability to generate
sufficient cash to manage working capital requirements without short-term
borrowing.

Interest income for the quarter ended September 30, 1996 was flat with last
year.  For the nine months ended September 30, 1996 interest income is down
$0.4 million reflecting the working capital needs earlier in the year to fund
our joint venture in Hungary and repurchases of common stock.

Miscellaneous expense, net decreased $911,000 reflecting lower pre-production
costs in the chrome plating plant for the quarter.  The nine month period ended
September 30, 1996 shows an increase of $2.8 million over the same period in
1995.  This reflects the major efforts earlier in this year to achieve
commercial viability in the chrome plant.  These efforts are now yielding
increased production.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $68.9 million for the nine months
ended September 30, 1996.  Cash flows were favorably impacted by reducing
receivables and inventory.

Cash was utilized to fund $11.3 million of capital contributions to its joint
venture with German-based Otto Fuchs Metallwerke, in Tatabanya, Hungary.  The
joint venture, which will operate under the name Suoftec Light Metal Products
KFT will produce both light weight forged and cast aluminum wheels to the
European automotive industry.  Cash was also employed to reduce outstanding
lines of credit of approximately $4.8 million and repurchase $17.2 million of
the Company's common stock, pursuant to its 1996 stock repurchase program.

Working capital and current ratio were $76.4 million and 2.1:1 versus $60.9
million and 1.8:1 at September 30, 1996 and December 31, 1995 respectively.
Long-term debt to total capitalization ratio improved to 2.3 percent at quarter
end versus 2.5 percent at year end.



                                        9

<PAGE>   10
USE OF FORWARD LOOKING STATEMENTS

Certain statements included in this report 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 the Company's
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 forward looking statements due to a variety of factors.  Factors
that may impact such forward looking statements include, among others, changes
in general economic conditions and the success of the Company's strategic and
operating plans.




                                      10
<PAGE>   11
                           PART II OTHER INFORMATION



                   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)      Exhibits - Exhibit 27, Financial Data Schedule

(b)      Reports on Form 8-K - There were no reports filed during the quarter
         ended September 30, 1996.





                     (This space intentionally left blank.)


                                       11





<PAGE>   12
                                   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     11/01/96   /s/ Louis L. Borick
                             ------------------------------------
                             Louis L. Borick
                             President and Chairman of the Board



         Date     11/01/96   /s/ R. Jeffrey Ornstein
                             -------------------------------------
                             R. Jeffrey Ornstein
                             Vice President and CFO




                                       12






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED, CONSOLIDATED CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 1996 AND
THE UNAUDITED, CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS FOR THE NINE
MONTHS THEN ENDED. THIS SCHEDULE IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH UNAUDITED, CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          27,440
<SECURITIES>                                     5,062
<RECEIVABLES>                                   70,349
<ALLOWANCES>                                     1,236
<INVENTORY>                                     42,388
<CURRENT-ASSETS>                               152,242
<PP&E>                                         164,472
<DEPRECIATION>                                 151,408
<TOTAL-ASSETS>                                 384,715
<CURRENT-LIABILITIES>                           75,793
<BONDS>                                          2,806
                                0
                                          0
<COMMON>                                        14,198
<OTHER-SE>                                     227,667
<TOTAL-LIABILITY-AND-EQUITY>                   348,715
<SALES>                                        379,462
<TOTAL-REVENUES>                               380,054
<CGS>                                          302,973
<TOTAL-COSTS>                                  317,921
<OTHER-EXPENSES>                                 7,293
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,139
<INCOME-PRETAX>                                 53,701
<INCOME-TAX>                                    19,735
<INCOME-CONTINUING>                             33,966
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    33,966
<EPS-PRIMARY>                                     1.18
<EPS-DILUTED>                                        0
        

</TABLE>


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