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, 1996 [ ] 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 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 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 August 5, 1996 $.50 Par Value 28,432,156 Shares 1 2 PART 1 FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS SUPERIOR INDUSTRIES INTERNATIONAL, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (DOLLARS IN THOUSANDS) JUNE 30, DECEMBER 31, 1996 1995 ------------ ----------- ASSETS CURRENT ASSETS: Cash and equivalents $ 17,968 $ 3,366 Short-term investments, at the lower of cost or market 7,240 7,813 Receivables, net 76,040 70,889 Inventories Raw materials 14,819 18,485 Work in process 13,183 12,815 Finished goods 15,704 22,523 ------------ ----------- 43,706 53,823 Other current assets 6,137 6,768 ------------ ----------- Total current assets 151,091 142,659 ------------ ----------- PROPERTY, PLANT AND EQUIPMENT, net 170,798 177,538 OTHER ASSETS 31,777 21,573 ------------ ----------- $ 353,666 $ 341,770 ============ =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable and current portion of long-term debt $ 8,824 $ 13,628 Accounts payable 46,245 46,920 Accrued liabilities 25,499 18,981 Income taxes payable 6,821 2,217 ------------ ----------- Total current liabilities 87,389 81,746 ------------ ----------- LONG-TERM DEBT, net 5,711 5,814 OTHER LONG-TERM LIABILITIES 16,668 17,207 DEFERRED INCOME TAXES 7,850 7,850 SHAREHOLDERS' EQUITY 236,048 229,153 ------------ ----------- $ 353,666 $ 341,770 ============ =========== See notes to consolidated condensed financial statements. 2 3 SUPERIOR INDUSTRIES INTERNATIONAL, INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS) Three Months Ended June 30, 1996 1995 ----------- ----------- NET SALES $ 137,554 $ 142,761 Cost of Sales 107,198 108,561 ----------- ------------- Gross Profit 30,356 34,200 Selling, general and administrative expenses 5,529 5,575 ----------- ------------- INCOME FROM OPERATIONS 24,827 28,625 Other Income (Expense): Interest expense (422) (972) Interest income 186 329 Miscellaneous, net (2,655) (1,049) ----------- ------------- (2,891) (1,692) ----------- ------------- INCOME BEFORE INCOME TAXES 21,936 26,933 Income Taxes 8,027 10,234 ----------- ------------- Net Income $ 13,909 $ 16,699 =========== ============= EARNINGS PER SHARE $ 0.48 $ 0.56 =========== ============= Weighted Average and Equivalent Shares Outstanding 28,998,000 29,984,000 =========== ============= See notes to consolidated condensed financial statements. 3 4 SUPERIOR INDUSTRIES INTERNATIONAL, INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS) Six Months Ended June 30, 1996 1995 ----------- ----------- NET SALES $ 259,015 $ 277,121 Cost of Sales 206,935 211,502 ----------- ------------- Gross Profit 52,080 65,619 Selling, general and administrative expenses 10,361 10,696 ----------- ------------- INCOME FROM OPERATIONS 41,719 54,923 Other Income (Expense): Interest expense (903) (1,570) Interest income 360 716 Miscellaneous, net (5,543) (1,805) ----------- ------------- (6,086) (2,659) ----------- ------------- INCOME BEFORE INCOME TAXES 35,633 52,264 Income Taxes 13,095 19,840 ----------- ------------- Net Income $ 22,538 $ 32,424 =========== ============= EARNINGS PER SHARE $ 0.78 $ 1.08 =========== ============= Weighted Average and Equivalent Shares Outstanding 29,023,000 29,949,000 =========== ============= See notes to consolidated condensed financial statements. 4 5 SUPERIOR INDUSTRIES INTERNATIONAL, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (DOLLARS IN THOUSANDS) Six Months Ended June 30, 1996 1995 ----------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES $ 51,923 $ 14,824 CASH FLOWS FROM FINANCING ACTIVITIES: Short-term borrowings (4,800) (9,557) Stock options exercised 525 1,161 Payments of long-term debt (107) (156) Cash dividends (3,223) (2,815) Repurchases of common stock (13,117) (754) ----------- --------- NET CASH USED IN FINANCING ACTIVITIES (20,722) (12,121) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property, plant and equipment, net (6,327) (13,790) Investment in Unconsolidated 50/50 Joint Venture (10,651) - Proceeds from sales of short-term investments 379 7,749 ----------- ----------- NET CASH USED IN INVESTING ACTIVITIES (16,599) (6,041) ----------- ----------- Net Increase (Decrease) in Cash and Equivalents 14,602 (3,338) Cash and Equivalents at Beginning of Period 3,366 5,884 ----------- ----------- Cash and Equivalents at End of Period $ 17,968 $ 2,546 =========== =========== See notes to consolidated condensed financial statements. 5 6 SUPERIOR INDUSTRIES INTERNATIONAL, INC. CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS) Valuation Common Stock Adjustment ----------------------- Additional Cumulative to Number of Paid-In Translation Short-term Retained Shares Amount Capital Adjustment Investments Earnings Total ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balances at December 31, 1995 29,029,007 $ 14,514 $ 38,911 $ (13,828) $ (652) $ 190,208 $ 229,153 Net income - - - - - 22,538 22,538 Foreign currency translation, net of related deferred income taxes - - - 366 - - 366 Cash dividends ($.11/share) - - - - - (3,223) (3,223) Repurchases of common stock (499,600) (250) (12,868) - - - (13,118) Stock options exercised, including related tax benefit 30,549 15 511 - - - 526 Valuation adjustment to short-term investments - - - - (194) - (194) ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balances at June 30, 1996 28,559,956 $ 14,280 $ 26,554 $(13,462) $ (846) $ 209,522 $ 236,048 ========== ========== ========== ========== ========== ========== ========== See notes to consolidated condensed financial statements. 6 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 June 30, 1996, and the results of its operations and cash flows for the three month and six month periods ended June 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 $903,000 and $1,669,000 for the six months ended June 30, 1996, and June 30, 1995, respectively. Interest amounts capitalized were $0 and $541,000 for the six months ended June 30, 1996 and June 30, 1995, respectively. Taxes paid were $7,641,000 and $18,212,000 for the six months ended June 30, 1996 and June 30, 1995, respectively. 7 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SUMMARY OF SALES BY PRODUCT LINE ($000's) Increase (Decrease) For the Three Months Ended June 30, 1996 1995 Over 1995 - ----------------------------------- -------------- --------------- -------------- OEM CAST ALUMINUM ROAD WHEELS $ 128,703 $ 132,338 (2.8)% AFTERMARKET 8,851 10,423 (15.1)% -------------- --------------- $ 137,554 $ 142,761 (3.7)% ============= =============== For the Six Months Ended June 30, - --------------------------------- OEM CAST ALUMINUM ROAD WHEELS $ 241,349 $ 256,881 (6.0)% AFTERMARKET 17,666 20,240 (12.7)% -------------- --------------- $ 259,015 $ 277,121 (6.5)% ============= =============== RESULTS OF OPERATIONS Net sales were $137.6 million and $259.0 for the quarter and six months ended June 30, 1996, representing a decrease of 3.7 and 6.5 percent, respectively, from comparable periods in 1995. Lower net sales resulted from the aluminum content of selling prices to OEM customers reflecting lower prices and costs. For the quarter and six months, OEM unit shipments to customers increased 6.6 percent and 2.6 percent, respectively, over comparable periods in 1995. Production of vehicles by Ford and GM that utilize the Company's cast aluminum wheels increased by an estimated 4.5 percent for the quarter and decreased 7.1 percent for the six months over comparable periods in 1995. Compared against the Company's increased shipments, this shows a continued trend toward greater installation of aluminum wheels on vehicles that are being produced. Although still a relatively small portion of our business, shipments to our Japanese and European customers are up almost 100 percent over last year and now represent 4.5 percent of OEM units shipped. Net sales in the aftermarket business decreased 15.1 percent and 12.7 percent for the quarter and six months ended June 30, 1996, as compared to the same periods in 1995. Sales in the aftermarket reflect competitive market pressure. 8 9 The gross margin was 22.1 percent and 20.1 percent for the quarter and six months versus 24.0 percent and 23.7 percent for the comparable periods in 1995. Reduced gross profit margins result from the lower plant utilization at certain plants and continued pricing pressure by our OEM customers. Selling, general and administrative expenses, were relatively flat as a percentage of net sales for the related quarter and six months, at 4.0 percent compared to 3.9 percent in the same period last year. Interest expense for the second quarter and six months in 1996 was down $550,000 and 667,000 respectively compared to 1995. This is a decrease of 56.6 percent and 42.5 percent, respectively, and reflects planned prepayments of senior debt at the end of 1995. Interest income was down $143,000 and $356,000 for the quarter and six months ended June 30, 1996 compared to 1995. The Company liquidated short-term investments to meet daily cash requirements thereby causing lower interest income. Miscellaneous expense increased $1.6 million and $3.8 million for the quarter and six months ended June 30, 1996, over the same period in 1995. These increases are principally a result of $2.8 million and $5.7 million, respectively, of pre-production costs related to the new Fayetteville chrome plating plant. Higher pre-production costs reflect continuing technical problems at the chrome plant. The company has instituted major improvements in the chrome plant which are now expected to result in decreases in our operating costs. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities was $29.4 million and $51.9 million for the three months and six months ended June 30, 1996. Cash was utilized to fund $4.6 million of capital expenditures for plant improvements and equipment replacement during the quarter ended June 30, 1996. Additionally, during the same period, the Company advanced $7.8 million for initial construction and equipment deposits for 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 used to reduce outstanding lines of credit and repurchase the Company's common stock, pursuant to its 1995 stock repurchase program. Working capital and current ratio were $63.7 million and 1.7:1 versus $86.0 million and 1.8:1 at June 30, 1996 and 1995, respectively. Long-term debt to total capitalization ratio improved to 2.4 percent at quarter end versus 2.5 percent at year end. Cash and short term investments as of June 30, 1996 were $25.2 million. The Company's cash position is sufficient to liquidate all remaining debt. 9 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 the condition of the industry, changes in general economic conditions and the success of the Company's strategic and operating plans. 10 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 June 30, 1996. (This space intentionally left blank.) -11- 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 08/12/96 /s/ Louis L. Borick -------- --------------------------------------- Louis L. Borick President and Chairman of the Board Date 08/12/96 /s/ R. Jeffrey Ornstein -------- ---------------------------------------- R. Jeffrey Ornstein Vice President and CFO 12