<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 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
<PAGE> 2
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----------
<S> <C>
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
</TABLE>
<PAGE> 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)
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
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
======== ======== ======== ========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
1
<PAGE> 4
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands, except par value and share data)
<TABLE>
<CAPTION>
June 30 December 31
ASSETS 1999 1998
----------- ----------
(Unaudited)
<S> <C> <C>
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
========= =========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
2
<PAGE> 5
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended
1999 1998
-------- --------
<S> <C> <C>
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
-------- --------
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
3
<PAGE> 6
SUPERIOR INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(Dollars in thousand, except share data)
<TABLE>
<CAPTION>
Common Stock Foreign
---------------------------- Additional Currency
Number of Paid-In Translation Retained
Shares Amount Capital Adjustment Earnings Total
---------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
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
========== =========== =========== =========== =========== ===========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
4
<PAGE> 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
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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)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
--------- ---------
<S> <C> <C>
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
</TABLE>
6
<PAGE> 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)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------- -------
<S> <C> <C>
Raw materials $ 8,350 $12,987
Work in process 10,940 10,998
Finished goods 16,946 17,448
------- -------
$36,236 $41,433
</TABLE>
6. Property, Plant and Equipment
Property, plant and equipment, net consists of the following:
(Thousands of dollars)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
--------- ---------
<S> <C> <C>
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
</TABLE>
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
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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
<PAGE> 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
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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
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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
<PAGE> 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
<PAGE> 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
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
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.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 93,939
<SECURITIES> 0
<RECEIVABLES> 109,474<F1>
<ALLOWANCES> (1,348)
<INVENTORY> 36,236
<CURRENT-ASSETS> 244,870
<PP&E> 380,440
<DEPRECIATION> (220,848)
<TOTAL-ASSETS> 436,547
<CURRENT-LIABILITIES> 79,655
<BONDS> 0
0
0
<COMMON> 13,458<F2>
<OTHER-SE> 319,533
<TOTAL-LIABILITY-AND-EQUITY> 436,547
<SALES> 291,938
<TOTAL-REVENUES> 291,938
<CGS> 229,310
<TOTAL-COSTS> 239,677
<OTHER-EXPENSES> 1,149
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (2,486)
<INCOME-PRETAX> 53,598
<INCOME-TAX> 18,893
<INCOME-CONTINUING> 34,705
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 34,705
<EPS-BASIC> 1.28
<EPS-DILUTED> 1.28
<FN>
<F1>NOTES AND ACCOUNTS RECEIVABLE - TRADE ARE REPORTED NET OF ALLOWANCES FOR
DOUBTFUL ACCOUNTS IN THE CONSOLIDATED CONDENSED BALANCE SHEET.
<F2>COMMON STOCK AND ADDITIONAL PAID-IN-CAPITAL ARE COMBINED IN THE CONSOLIDATED
CONDENSED BALANCE SHEET.
</FN>
</TABLE>
