QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)UNITED STATES
FORM 10-Q
(Mark One)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
Commission file number: 1-11592
HAYES LEMMERZ INTERNATIONAL, INC.
DELAWARE | 13-3384636 | |
(State or Other Jurisdiction of | (IRS Employer | |
Incorporation or Organization) | Identification No.) |
15300 CENTENNIAL DRIVE
Registrant’s telephone number, including area code:(734) 737-5000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes. [X] No.[ ]Yes No
The number of shares of common stock outstanding as of June 14,December 15, 2000, was 30,356,94528,455,495 shares.
HAYES LEMMERZ INTERNATIONAL, INC.
TABLE OF CONTENTS
| PART I. FINANCIAL INFORMATION | |||||||||
| Item 1. | Financial Statements | ||||||||
| Consolidated Statements of Operations | 3 | ||||||||
| Consolidated Balance Sheets | 4 | ||||||||
| Consolidated Statements of Cash Flows | 5 | ||||||||
| Notes to Consolidated Financial Statements | 6 | ||||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 | |||||||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 17 | |||||||
| PART | II. OTHER INFORMATION | ||||||||
| Item 1. | Legal Proceedings | 18 | |||||||
| Item 2. | Changes in Securities and Use of Proceeds | 18 | |||||||
| Item 3. | Defaults upon Senior Securities | 18 | |||||||
| Item 4. | Submission of Matters to a Vote of Security Holders | 18 | |||||||
| Item 5. | Other Information | 18 | |||||||
| Item 6. | Exhibits and Reports on Form 8-K | 18 | |||||||
| SIGNATURES | 19 | ||||||||
UNLESS OTHERWISE INDICATED, REFERENCES TO THE “COMPANY” MEAN HAYES LEMMERZ INTERNATIONAL, INC., AND ITS SUBSIDIARIES AND REFERENCE TO A FISCAL YEAR MEANS THE COMPANY’S YEAR ENDED JANUARY 31 OF THE FOLLOWING YEAR (E.G., FISCAL 2000 MEANS THE PERIOD BEGINNING FEBRUARY 1, 2000, AND ENDING JANUARY 31, 2001). THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 WITH RESPECT TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS, AND BUSINESS OF THE COMPANY. THESE FORWARD LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. NO ASSURANCE CAN BE GIVEN THAT ANY OF SUCH MATTERS WILL BE REALIZED. FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THE FOLLOWING POSSIBILITIES: (1) COMPETITIVE PRESSURE IN THE COMPANY’S INDUSTRY INCREASES SIGNIFICANTLY; (2) GENERAL ECONOMIC CONDITIONS ARE LESS FAVORABLE THAN EXPECTED; (3) THE COMPANY’S DEPENDENCE ON THE AUTOMOTIVE INDUSTRY (WHICH HAS HISTORICALLY BEEN CYCLICAL); (4) CHANGES IN THE FINANCIAL MARKETS AFFECTING THE COMPANY’S FINANCIAL STRUCTURE AND THE COMPANY’S COST OF CAPITAL AND BORROWED MONEY; AND (5) THE UNCERTAINTIES INHERENT IN INTERNATIONAL OPERATIONS AND FOREIGN CURRENCY FLUCTUATIONS. THE COMPANY HAS NO DUTY UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 TO UPDATE THE FORWARD LOOKING STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-Q AND THE COMPANY DOES NOT INTEND TO PROVIDE SUCH UPDATES.
2
Item 1. Financial Statements
HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
| Three Months Ended | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||
| April 30, | October 31, | October 31, | ||||||||||||||||||||||||
| 2000 | 1999 | 2000 | 1999 | 2000 | 1999 | |||||||||||||||||||||
| Net sales | Net sales | $ | 594.8 | $ | 587.9 | Net sales | $ | 558.3 | $ | 598.5 | $ | 1,695.9 | $ | 1,730.8 | ||||||||||||
| Cost of goods sold | Cost of goods sold | 492.9 | 481.8 | Cost of goods sold | 485.1 | 493.1 | 1,436.4 | 1,425.2 | ||||||||||||||||||
| Gross profit | 101.9 | 106.1 | Gross profit | 73.2 | 105.4 | 259.5 | 305.6 | |||||||||||||||||||
| Marketing, general and administration | Marketing, general and administration | 24.5 | 24.5 | Marketing, general and administration | 28.3 | 21.8 | 76.8 | 70.7 | ||||||||||||||||||
| Engineering and product development | Engineering and product development | 6.2 | 6.2 | Engineering and product development | 3.6 | 4.4 | 13.0 | 15.6 | ||||||||||||||||||
| Amortization of intangibles | Amortization of intangibles | 7.2 | 7.0 | Amortization of intangibles | 7.0 | 8.2 | 21.3 | 22.0 | ||||||||||||||||||
| Other income | (2.4 | ) | (0.7 | ) | ||||||||||||||||||||||
| Equity in losses (earnings) of unconsolidated subsidiaries | (1.1 | ) | 0.3 | |||||||||||||||||||||||
| Other (income) expense | Other (income) expense | 73.6 | (2.0 | ) | 68.7 | (6.8 | ) | |||||||||||||||||||
| Equity in earnings of unconsolidated subsidiaries | Equity in earnings of unconsolidated subsidiaries | (0.2 | ) | (0.3 | ) | (0.7 | ) | (0.6 | ) | |||||||||||||||||
| Earnings from operations | 67.5 | 68.8 | Earnings (loss) from operations | (39.1 | ) | 73.3 | 80.4 | 204.7 | ||||||||||||||||||
| Interest expense, net | Interest expense, net | (38.8 | ) | (39.5 | ) | Interest expense, net | 41.6 | 37.5 | 120.4 | 115.5 | ||||||||||||||||
| Earnings before taxes on income and minority interest | 28.7 | 29.3 | Earnings (loss) before taxes on income and minority interest | (80.7 | ) | 35.8 | (40.0 | ) | 89.2 | |||||||||||||||||
| Income tax provision | 12.1 | 12.6 | ||||||||||||||||||||||||
| Income tax (benefit) provision | Income tax (benefit) provision | (33.9 | ) | 15.5 | (16.8 | ) | 38.4 | |||||||||||||||||||
| Earnings before minority interest | 16.6 | 16.7 | Earnings (loss) before minority interest | (46.8 | ) | 20.3 | (23.2 | ) | 50.8 | |||||||||||||||||
| Minority interest | Minority interest | 0.9 | 0.4 | Minority interest | 0.7 | 0.4 | 2.1 | 1.3 | ||||||||||||||||||
| Net Income | $ | 15.7 | $ | 16.3 | Net income (loss) | $ | (47.5 | ) | $ | 19.9 | $ | (25.3 | ) | $ | 49.5 | |||||||||||
| Per share information: | Per share information: | Per share information: | ||||||||||||||||||||||||
| Basic net income per share | $ | 0.52 | $ | 0.54 | ||||||||||||||||||||||
| Basic net income (loss) per share | Basic net income (loss) per share | $ | (1.63 | ) | $ | 0.66 | $ | (0.85 | ) | $ | 1.63 | |||||||||||||||
| Basic average shares outstanding (in thousands) | Basic average shares outstanding (in thousands) | 30,356 | 30,324 | Basic average shares outstanding (in thousands) | 29,189 | 30,337 | 29,965 | 30,333 | ||||||||||||||||||
| Diluted net income per share | $ | 0.51 | $ | 0.51 | ||||||||||||||||||||||
| Diluted net income (loss) per share | Diluted net income (loss) per share | $ | (1.62 | ) | $ | 0.63 | $ | (0.84 | ) | $ | 1.55 | |||||||||||||||
| Diluted average shares outstanding (in thousands) | Diluted average shares outstanding (in thousands) | 30,876 | 31,710 | Diluted average shares outstanding (in thousands) | 29,237 | 31,678 | 30,089 | 31,880 | ||||||||||||||||||
See accompanying notes to consolidated financial statements.
3
HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
| Apr. 30, | Jan. 31, | |||||||||||
| 2000 | 2000 | |||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | 40.4 | $ | 25.9 | ||||||||
| Receivables net of allowance of $6.3 million at April 30, 2000 and January 31, 2000 | 212.9 | 188.7 | ||||||||||
| Inventory | 190.6 | 175.6 | ||||||||||
| Prepaid expenses and other | 11.8 | 9.4 | ||||||||||
| Total current assets | 455.7 | 399.6 | ||||||||||
| Net property, plant and equipment | 1,172.2 | 1,178.4 | ||||||||||
| Goodwill and other assets | 1,174.0 | 1,198.8 | ||||||||||
| Total assets | $ | 2,801.9 | $ | 2,776.8 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
| Current liabilities: | ||||||||||||
| Bank borrowings | $ | 87.3 | $ | 73.6 | ||||||||
| Current portion of long-term debt | 61.5 | 69.6 | ||||||||||
| Accounts payable and accrued liabilities | 464.2 | 583.9 | ||||||||||
| Total current liabilities | 613.0 | 727.1 | ||||||||||
| Long-term debt | 1,532.0 | 1,384.6 | ||||||||||
| Pension and other long-term liabilities | 306.5 | 316.3 | ||||||||||
| Deferred income taxes | 114.4 | 115.6 | ||||||||||
| Minority interest | 13.7 | 14.3 | ||||||||||
| Total liabilities | 2,579.6 | 2,557.9 | ||||||||||
| Commitments and Contingencies: | ||||||||||||
| Stockholders’ equity : | ||||||||||||
| Preferred stock, 25,000,000 shares authorized, none issued or outstanding Common stock, par value $0.01 per share: | ||||||||||||
| Voting — authorized 99,000,000 shares; issued and outstanding 27,707,919 at April 30, 2000 and 27,705,019 at January 31, 2000 | 0.3 | 0.3 | ||||||||||
| Nonvoting — authorized 5,000,000 shares; issued and outstanding, 2,649,026 at April 30, 2000 and January 31, 2000 | — | — | ||||||||||
| Additional paid in capital | 237.1 | 237.1 | ||||||||||
| Retained earnings | 73.8 | 58.0 | ||||||||||
| Accumulated other comprehensive income (loss) | (88.9 | ) | (76.5 | ) | ||||||||
| Total stockholders’ equity | 222.3 | 218.9 | ||||||||||
| Total liabilities and stockholders’ equity | $ | 2,801.9 | $ | 2,776.8 | ||||||||
| October 31, | January 31, | |||||||||
| 2000 | 2000 | |||||||||
| (Unaudited) | ||||||||||
Assets | ||||||||||
| Current assets: | ||||||||||
| Cash and cash equivalents | $ | 23.6 | $ | 25.9 | ||||||
| Receivables (less allowance of $8.0 million at October 31, 2000 and $6.3 million at January 31, 2000) | 240.5 | 188.7 | ||||||||
| Inventory | 201.2 | 175.6 | ||||||||
| Prepaid expenses and other | 16.9 | 9.4 | ||||||||
| Total current assets | 482.2 | 399.6 | ||||||||
| Property, plant and equipment, net | 1,108.6 | 1,178.4 | ||||||||
| Goodwill and other assets | 1,183.1 | 1,198.8 | ||||||||
| Total assets | $ | 2,773.9 | $ | 2,776.8 | ||||||
Liabilities and Stockholders’ Equity | ||||||||||
| Current liabilities: | ||||||||||
| Bank borrowings | $ | 85.4 | $ | 73.6 | ||||||
| Current portion of long-term debt | 72.5 | 69.6 | ||||||||
| Accounts payable and accrued liabilities | 446.6 | 583.9 | ||||||||
| Total current liabilities | 604.5 | 727.1 | ||||||||
| Long-term debt | 1,600.9 | 1,384.6 | ||||||||
| Pension and other long-term liabilities | 290.3 | 316.3 | ||||||||
| Deferred income taxes | 94.4 | 115.6 | ||||||||
| Minority interest | 10.1 | 14.3 | ||||||||
| Total liabilities | 2,600.2 | 2,557.9 | ||||||||
| Commitments and Contingencies | ||||||||||
| Stockholders’ equity: | ||||||||||
| Preferred stock, 25,000,000 shares authorized, none issued or outstanding | — | — | ||||||||
| Common stock, par value $0.01 per share: | ||||||||||
| Voting — authorized 99,000,000 shares; issued and outstanding, 25,806,469 at October 31, 2000 and 27,705,019 at January 31, 2000 | 0.3 | 0.3 | ||||||||
| Nonvoting — authorized 5,000,000 shares; issued and outstanding, 2,649,026 at October 31, 2000 and January 31, 2000 | — | — | ||||||||
| Additional paid in capital | 237.1 | 237.1 | ||||||||
| Retained earnings | 32.7 | 58.0 | ||||||||
| Common Stock in treasury at cost, 1,901,450 shares | (26.3 | ) | — | |||||||
| Accumulated other comprehensive loss | (70.1 | ) | (76.5 | ) | ||||||
| Total stockholders’ equity | 173.7 | 218.9 | ||||||||
| Total liabilities and stockholders’ equity | $ | 2,773.9 | $ | 2,776.8 | ||||||
| See accompanying notes to consolidated financial statements. |
4
HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| April 30, | October 31, | |||||||||||||||||||||
| 2000 | 1999 | 2000 | 1999 | |||||||||||||||||||
| Cash flows from operating activities: | Cash flows from operating activities: | Cash flows from operating activities: | ||||||||||||||||||||
| Net income (loss) | Net income (loss) | $ | (25.3 | ) | $ | 49.5 | ||||||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | |||||||||||||||||||||
| Net income | $ | 15.7 | $ | 16.3 | Depreciation and tooling amortization | 90.8 | 79.8 | |||||||||||||||
| Adjustments to reconcile net income to net cash used for operating activities: | ||||||||||||||||||||||
| Amortization of intangibles | 21.3 | 22.0 | ||||||||||||||||||||
| Amortization of deferred financing fees | 4.8 | 4.9 | ||||||||||||||||||||
| Depreciation and tooling amortization | 29.4 | 27.8 | Decrease in deferred taxes | (14.4 | ) | (2.0 | ) | |||||||||||||||
| Amortization of intangibles | 7.2 | 6.9 | Increase in minority interest | 3.9 | 1.3 | |||||||||||||||||
| Amortization of deferred financing fees | 1.6 | 2.5 | Impairment of long-lived assets and restructuring charges | 75.6 | — | |||||||||||||||||
| Increase in deferred taxes | 1.3 | 8.7 | Equity in earnings of subsidiaries | (0.7 | ) | (0.6 | ) | |||||||||||||||
| Equity in losses (earnings) of unconsolidated subsidiaries | (1.1 | ) | 0.3 | Gain on disposal of assets/business | — | (8.0 | ) | |||||||||||||||
| Changes in operating assets and liabilities that increase (decrease) cash flows: | Changes in operating assets and liabilities that increase (decrease) cash flows: | |||||||||||||||||||||
| Receivables | (37.7 | ) | (72.6 | ) | Receivables | (49.9 | ) | (112.8 | ) | |||||||||||||
| Inventories | (17.7 | ) | (1.1 | ) | Inventories | (31.1 | ) | (0.6 | ) | |||||||||||||
| Prepaid expenses and other | (2.6 | ) | 10.4 | Prepaid expenses and other | (7.9 | ) | 3.2 | |||||||||||||||
| Accounts payable and accrued liabilities | (112.0 | ) | (20.7 | ) | Accounts payable and accrued liabilities | (116.1 | ) | 6.1 | ||||||||||||||
| Other long-term liabilities | (3.7 | ) | (17.8 | ) | Other long-term liabilities | (9.5 | ) | (6.2 | ) | |||||||||||||
| Cash used for operating activities | (119.6 | ) | (39.3 | ) | Cash provided by (used for) operating activities | (58.5 | ) | 36.6 | ||||||||||||||
| Cash flows from investing activities: | Cash flows from investing activities: | Cash flows from investing activities: | ||||||||||||||||||||
| Acquisition of property, plant and equipment | (41.9 | ) | (26.2 | ) | Acquisition of property, plant and equipment | (123.8 | ) | (136.1 | ) | |||||||||||||
| Tooling expenditures | — | (4.8 | ) | Tooling expenditures | (1.9 | ) | (9.2 | ) | ||||||||||||||
| Purchase of businesses, net of cash received | — | (605.0 | ) | Purchase of businesses, net of cash received | (6.4 | ) | (630.1 | ) | ||||||||||||||
| Other, net | 2.7 | (5.9 | ) | Increased investment in majority-owned subsidiary | (7.3 | ) | — | |||||||||||||||
| Proceeds from disposal of assets/business | — | 40.0 | ||||||||||||||||||||
| Cash used for investing activities | (39.2 | ) | (641.9 | ) | Other, net | (15.6 | ) | (13.6 | ) | |||||||||||||
| Cash used for investing activities | (155.0 | ) | (749.0 | ) | ||||||||||||||||||
| Cash flows from financing activities: | Cash flows from financing activities: | Cash flows from financing activities: | ||||||||||||||||||||
| Increase in bank borrowings and revolver | 250.7 | 630.3 | ||||||||||||||||||||
| Proceeds (payments) from accounts receivable securitization | (17.2 | ) | 99.4 | |||||||||||||||||||
| Purchase of treasury stock | (26.3 | ) | — | |||||||||||||||||||
| Increase in bank borrowings and revolver | 159.9 | 703.0 | Stock options exercised | — | 0.2 | |||||||||||||||||
| Proceeds from accounts receivable securitization | 12.0 | 46.6 | Fees paid to issue long term debt | — | (15.2 | ) | ||||||||||||||||
| Fees paid to issue long term debt | — | (15.0 | ) | |||||||||||||||||||
| Cash provided by financing activities | 207.2 | 714.7 | ||||||||||||||||||||
| Cash provided by financing activities | 171.9 | 734.6 | ||||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | Effect of exchange rate changes on cash and cash equivalents | 1.4 | 3.0 | Effect of exchange rate changes on cash and cash equivalents | 4.0 | (3.0 | ) | |||||||||||||||
| Increase in cash and cash equivalents | 14.5 | 56.4 | Decrease in cash and cash equivalents | (2.3 | ) | (0.7 | ) | |||||||||||||||
| Cash and cash equivalents at beginning of year | Cash and cash equivalents at beginning of year | 25.9 | 51.3 | Cash and cash equivalents at beginning of year | 25.9 | 51.3 | ||||||||||||||||
| Cash and cash equivalents at end of period | Cash and cash equivalents at end of period | $ | 40.4 | $ | 107.7 | Cash and cash equivalents at end of period | $ | 23.6 | $ | 50.6 | ||||||||||||
| Supplemental data: | Supplemental data: | Supplemental data: | ||||||||||||||||||||
| Cash paid for interest | $ | 22.8 | $ | 5.5 | Cash paid for interest | $ | 110.5 | $ | 83.9 | |||||||||||||
| Cash paid for income taxes | $ | 1.0 | $ | 2.7 | Cash paid for income taxes | $ | 10.9 | $ | 12.5 | |||||||||||||
See accompanying notes to consolidated financial statements.
5
HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Basis of Presentation
The accompanying consolidated financial statements have been prepared by management and in the opinion of management, contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position of the Company as of April 30,October 31, 2000, and January 31, 2000, and the results of its operations for the three and nine months ended April 30,October 31, 2000, and 1999 and cash flows for the threenine months ended April 30,October 31, 2000, and 1999. The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2000. Results for interim periods are not necessarily indicative of those to be expected for the year.
(2) Summary of New Accounting Pronouncements
In September 1999, the Emerging Issues Task Force reached a consensus for Issue 99-5, “Accounting for Pre-Production Costs Related to Long-Term Supply Arrangements.” This consensus may be applied on a prospective basis for costs incurred after December 31, 1999, or as a cumulative effect adjustment as of the beginning of the current fiscal year. Adoption of this consensus did not have a material impact on the financial statements.
In June 1998, June 1999 and June 1999,2000, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities” and, SFAS 137, “Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133.”133” and SFAS 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities an amendment of FASB Statement No. 133”. These Statements establish accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. These Statements require that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met.
Special accounting for qualifying hedges allows a derivative’s gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate, and assess the effectiveness of transactions that receive hedge accounting. This accounting is effective for fiscal years beginning after June 15, 2000. The Company anticipates adoptingwill adopt this standard in its fiscal year 2001 and does not, at this time, anticipate a material impact on the Company’s financial position or results of operations when adopted.
(3) Inventories
The major classes of inventory are as follows:
| April 30, | January 31, | October 31, | January 31, | |||||||||||||||
| 2000 | 2000 | 2000 | 2000 | |||||||||||||||
| Raw materials | $ | 76.0 | $ | 62.3 | ||||||||||||||
| Raw Materials | Raw Materials | $ | 68.4 | $ | 62.3 | |||||||||||||
| Work-in-process | Work-in-process | 55.2 | 55.9 | Work-in-process | 60.4 | 55.9 | ||||||||||||
| Finished goods | Finished goods | 59.4 | 57.4 | Finished goods | 72.4 | 57.4 | ||||||||||||
| Total | $ | 190.6 | $ | 175.6 | Total | $ | 201.2 | $ | 175.6 | |||||||||
6
Notes to Consolidated Financial Statements
— (Continued)
(4) Property, plant and equipment
The major classes of property, plant and equipment are as follows:
| April 30, | January 31, | October 31, | January 31, | |||||||||||||||
| 2000 | 2000 | 2000 | 2000 | |||||||||||||||
| Land | Land | $ | 30.3 | $ | 30.1 | Land | $ | 29.8 | $ | 30.1 | ||||||||
| Buildings | Buildings | 263.5 | 265.5 | Buildings | 260.3 | 265.5 | ||||||||||||
| Machinery and equipment | Machinery and equipment | 1,156.1 | 1,151.6 | Machinery and equipment | 1,117.6 | 1,151.6 | ||||||||||||
| 1,449.9 | 1,447.2 | 1,407.7 | 1,447.2 | |||||||||||||||
| Accumulated depreciation | Accumulated depreciation | (277.7 | ) | (268.8 | ) | Accumulated depreciation | (299.1 | ) | (268.8 | ) | ||||||||
| Net property, plant and equipment | $ | 1,172.2 | $ | 1,178.4 | Net property, plant and equipment | $ | 1,108.6 | $ | 1,178.4 | |||||||||
(5) Earnings per share
SFAS No. 128, “Earnings per Share” (“EPS”), requires two calculations of earnings per share to be disclosed, basic EPS and diluted EPS. Basic EPS is computed using only the weighted average shares outstanding, while diluted EPS is computed considering the dilutive effect of options and warrants.
Shares outstanding for the three and nine months ended April 30,October 31, 2000 and 1999, were as follows (in thousands):follows:
| Three Months | Nine Months | |||||||||||||||||||||||||
| Ended | Ended | |||||||||||||||||||||||||
| 2000 | 1999 | 2000 | 1999 | 2000 | 1999 | |||||||||||||||||||||
| Basic weighted average shares outstanding | Basic weighted average shares outstanding | 30,356 | 30,324 | Basic weighted average shares outstanding | 29,189 | 30,337 | 29,965 | 30,333 | ||||||||||||||||||
| Dilutive effect of options and warrants | Dilutive effect of options and warrants | 520 | 1,386 | Dilutive effect of options and warrants | 48 | 1,341 | 124 | 1,547 | ||||||||||||||||||
| Diluted weighted average shares outstanding | 30,876 | 31,710 | Diluted weighted average shares outstanding | 29,237 | 31,678 | 30,089 | 31,880 | |||||||||||||||||||
(6)Comprehensive Income (Loss)
SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive income (loss).income. Comprehensive income is defined as all changes in a Company’s net assets except changes resulting from transactions with shareholders. It differs from net income in that certain items currently recorded to equity would be a part of comprehensive income (loss).income.
The components of comprehensive income (loss) for the threenine months ended April 30,October 31, 2000 and 1999 are as follows:
| 2000 | 1999 | Oct. 31, | Oct. 31, | |||||||||||||||
| 2000 | 1999 | |||||||||||||||||
| Net Income | $ | 15.7 | $ | 16.3 | ||||||||||||||
| Net Income (loss) | Net Income (loss) | $ | (25.3 | ) | $ | 49.5 | ||||||||||||
| Cumulative translation adjustments | Cumulative translation adjustments | (12.4 | ) | (44.2 | ) | Cumulative translation adjustments | 6.4 | (48.6 | ) | |||||||||
| Total comprehensive income (loss) | $ | 3.3 | $ | (27.9 | ) | Total comprehensive income (loss) | $ | (18.9 | ) | $ | 0.9 | |||||||
7
HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial StatementsThree Months Ended April 30, 2000 and 1999(Unaudited)(Millions of Dollars Unless Otherwise Stated)
(7) Commitments and Contingencies
The Company is party to various litigation. Management believes that the outcome of these lawsuits will not have a material adverse effect on the consolidated operations or financial condition of the Company.
7
Notes to Consolidated Financial Statements — (Continued)
(8) Segment Reporting
The Company is organized based primarily on markets served and products produced. Under this organization structure, the Company’s operating segments have been aggregated into three reportable segments: Automotive Wheels, Cast Components and Other. The Other category includes Commercial Highway products, the corporate office and elimination of intercompany activities, none of which meet the requirements of being classified as an operating segment.
The following table represents revenues and other financial information by business segment for the threenine months ended April 30:October 31:
| Revenue | Net Income | Total Assets | |||||||||||||||||||||||
| 2000 | 1999 | 2000 | 1999 | 2000 | 1999 | ||||||||||||||||||||
| Automotive wheels | $ | 364.0 | $ | 338.9 | $ | 13.8 | $ | 13.2 | $ | 1,497.8 | $ | 1,998.3 | |||||||||||||
| Cast components | 183.8 | 191.3 | 1.8 | 3.2 | 1,002.3 | 908.7 | |||||||||||||||||||
| Other | 47.0 | 57.7 | 0.1 | (0.1 | ) | 301.8 | (113.9 | ) | |||||||||||||||||
| Total | $ | 594.8 | $ | 587.9 | $ | 15.7 | $ | 16.3 | $ | 2,801.9 | $ | 2,793.1 | |||||||||||||
| Revenue | Net Income (Loss) | Total Assets | |||||||||||||||||||||||
| 2000 | 1999 | 2000 | 1999 | 2000 | 1999 | ||||||||||||||||||||
| Automotive Wheels | $ | 1,057.5 | $ | 1,012.6 | $ | 9.8 | $ | 32.9 | $ | 1,445.2 | $ | 1,553.9 | |||||||||||||
| Cast Components | 505.1 | 539.4 | (1.0 | ) | 11.2 | 966.4 | 950.3 | ||||||||||||||||||
| Other | 133.3 | 178.8 | (34.1 | ) | 5.4 | 362.3 | 327.8 | ||||||||||||||||||
| Total | $ | 1,695.9 | $ | 1,730.8 | $ | (25.3 | ) | $ | 49.5 | $ | 2,773.9 | $ | 2,832.0 | ||||||||||||
(9) Reclassifications
Certain prior period amounts have been reclassified to conform to the current year presentation.
(10) Guarantor and Nonguarantor Financial Statements
The Company'sCompany’s senior subordinated notes are guaranteed by certain of the Company'sCompany’s domestic subsidiaries. Certain other domestic subsidiaries and the foreign subsidiaries (the "Non-Guarantor Subsidiaries"“Non-Guarantor Subsidiaries”) do not guarantee the senior subordinated notes.
8
HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial StatementsThree Months Ended April 30, 2000 and 1999(Unaudited)(Millions of Dollars Unless Otherwise Stated)
(10) Guarantor and Nonguarantor Financial Statements — Cont’d.
The following condensed consolidating financial information presents:
| (1) Condensed consolidating financial statements as of | |
| (2) Elimination entries necessary to consolidate Hayes Lemmerz International, Inc., the parent, with the guarantor and nonguarantor subsidiaries. |
Investments in foreign subsidiaries are accounted for by the parent on the equity method (domestic subsidiaries are accounted for by the parent on the cost method) for purposes of the consolidating presentation. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.
98
Notes to Consolidated Financial Statements
— (Continued)
Hayes Lemmerz International, Inc. and Subsidiaries
Condensed Consolidating Statements of Operations
| Guarantor | Nonguarantor | Consolidated | ||||||||||||||||||||
| Parent | Subsidiaries | Subsidiaries | Eliminations | Total | ||||||||||||||||||
| Net sales | $ | 92.0 | $ | 188.5 | $ | 319.5 | $ | (5.2 | ) | $ | 594.8 | |||||||||||
| Cost of goods sold | 73.8 | 160.3 | 264.0 | (5.2 | ) | 492.9 | ||||||||||||||||
| Gross profit | 18.2 | 28.2 | 55.5 | — | 101.9 | |||||||||||||||||
| Marketing, general and | ||||||||||||||||||||||
| administration | 2.1 | 6.0 | 16.4 | — | 24.5 | |||||||||||||||||
| Engineering and product | ||||||||||||||||||||||
| development | 1.7 | 1.9 | 2.6 | — | 6.2 | |||||||||||||||||
| Amortization of intangibles | 0.4 | 2.0 | 4.8 | — | 7.2 | |||||||||||||||||
| Equity in earnings of | ||||||||||||||||||||||
| unconsolidated subsidiaries | (1.0 | ) | (0.1 | ) | — | — | (1.1 | ) | ||||||||||||||
| Other expense (income), net | 0.0 | 0.1 | (2.5 | ) | — | (2.4 | ) | |||||||||||||||
| Earnings from operations | 15.0 | 18.3 | 34.2 | — | 67.5 | |||||||||||||||||
| Interest expense, net | 5.9 | 14.5 | 18.4 | — | 38.8 | |||||||||||||||||
| Earnings before taxes on income, | ||||||||||||||||||||||
| and minority interest | 9.1 | 3.8 | 15.8 | — | 28.7 | |||||||||||||||||
| Income tax provision | 1.9 | 3.2 | 7.0 | — | 12.1 | |||||||||||||||||
| Earnings before minority interest | 7.2 | 0.6 | 8.8 | — | 16.6 | |||||||||||||||||
| Minority interest | 0.0 | 0.0 | 0.9 | — | 0.9 | |||||||||||||||||
| Net income | $ | 7.2 | $ | 0.6 | $ | 7.9 | — | $ | 15.7 | |||||||||||||
| Guarantor | Nonguarantor | Consolidated | ||||||||||||||||||||
| Parent | Subsidiaries | Subsidiaries | Eliminations | Total | ||||||||||||||||||
| Net sales | $ | 248.4 | $ | 515.8 | $ | 948.4 | $ | (16.7 | ) | $ | 1,695.9 | |||||||||||
| Cost of goods sold | 205.0 | 455.0 | 793.1 | (16.7 | ) | 1,436.4 | ||||||||||||||||
| Gross profit | 43.4 | 60.8 | 155.3 | — | 259.5 | |||||||||||||||||
| Marketing, general and Administration | 8.9 | 18.9 | 49.0 | — | 76.8 | |||||||||||||||||
| Engineering and product development | 1.2 | 5.8 | 6.0 | — | 13.0 | |||||||||||||||||
| Amortization of intangibles | 0.8 | 6.1 | 14.4 | — | 21.3 | |||||||||||||||||
| Equity in earnings of unconsolidated subsidiaries | (0.4 | ) | (0.3 | ) | — | — | (0.7 | ) | ||||||||||||||
| Other income (expense), net | 2.0 | 57.2 | 9.5 | — | 68.7 | |||||||||||||||||
| Earnings (loss) from operations | 30.9 | (26.9 | ) | 76.4 | — | 80.4 | ||||||||||||||||
| Interest expense, net | 21.8 | 42.6 | 56.0 | — | 120.4 | |||||||||||||||||
| Earnings (loss) before taxes on income, and minority interest | 9.1 | (69.5 | ) | 20.4 | — | (40.0 | ) | |||||||||||||||
| Income tax (benefit) provision | (0.1 | ) | (25.1 | ) | 8.4 | — | (16.8 | ) | ||||||||||||||
| Earnings (loss) before minority interest | 9.2 | (44.4 | ) | 12.0 | — | (23.2 | ) | |||||||||||||||
| Minority interest | — | — | 2.1 | — | 2.1 | |||||||||||||||||
| Net income (loss) | $ | 9.2 | $ | (44.4 | ) | $ | 9.9 | $ | — | $ | (25.3 | ) | ||||||||||
Hayes Lemmerz International, Inc. and Subsidiaries
Condensed Consolidating Statements of Operations
| Guarantor | Nonguarantor | Consolidated | |||||||||||||||||||
| Parent | Subsidiaries | Subsidiaries | Eliminations | Total | |||||||||||||||||
| Net sales | $ | 89.4 | $ | 191.0 | $ | 311.2 | $ | (3.7 | ) | $ | 587.9 | ||||||||||
| Cost of goods sold | 74.9 | 157.5 | 253.1 | (3.7 | ) | 481.8 | |||||||||||||||
| Gross profit | 14.5 | 33.5 | 58.1 | — | 106.1 | ||||||||||||||||
| Marketing, general and | |||||||||||||||||||||
| administration | 1.4 | 5.9 | 17.2 | — | 24.5 | ||||||||||||||||
| Engineering and product | |||||||||||||||||||||
| development | 1.9 | 1.7 | 2.6 | — | 6.2 | ||||||||||||||||
| Amortization of intangibles | 0.4 | 2.1 | 4.5 | — | 7.0 | ||||||||||||||||
| Equity in losses of unconsolidated | |||||||||||||||||||||
| subsidiaries | 0.3 | — | — | — | 0.3 | ||||||||||||||||
| Other income, net | (0.2 | ) | — | (0.5 | ) | — | (0.7 | ) | |||||||||||||
| Earnings from operations | 10.7 | 23.8 | 34.3 | — | 68.8 | ||||||||||||||||
| Interest expense, net | 8.1 | 13.6 | 17.8 | — | 39.5 | ||||||||||||||||
| Earnings before taxes on income | |||||||||||||||||||||
| and minority interest | 2.6 | 10.2 | 16.5 | — | 29.3 | ||||||||||||||||
| Income tax provision (benefit) | (0.4 | ) | 4.0 | 9.0 | — | 12.6 | |||||||||||||||
| Earnings before minority interest | 3.0 | 6.2 | 7.5 | — | 16.7 | ||||||||||||||||
| Minority interest | — | — | 0.4 | — | 0.4 | ||||||||||||||||
| Net Income | $ | 3.0 | $ | 6.2 | $ | 7.1 | — | $ | 16.3 | ||||||||||||
| Guarantor | Nonguarantor | Consolidated | ||||||||||||||||||||
| Parent | Subsidiaries | Subsidiaries | Eliminations | Total | ||||||||||||||||||
| Net sales | $ | 261.6 | $ | 555.1 | $ | 916.5 | $ | (2.4 | ) | $ | 1,730.8 | |||||||||||
| Cost of goods sold | 220.4 | 465.5 | 741.7 | (2.4 | ) | 1,425.2 | ||||||||||||||||
| Gross profit | 41.2 | 89.6 | 174.8 | — | 305.6 | |||||||||||||||||
| Marketing, general and Administration | 4.0 | 17.5 | 49.2 | — | 70.7 | |||||||||||||||||
| Engineering and product development | 3.3 | 5.0 | 7.3 | — | 15.6 | |||||||||||||||||
| Amortization of intangibles | 1.1 | 6.1 | 14.8 | — | 22.0 | |||||||||||||||||
| Equity in earnings of unconsolidated subsidiaries | (0.3 | ) | — | (0.3 | ) | — | (0.6 | ) | ||||||||||||||
| Other income, net | (3.6 | ) | (1.6 | ) | (1.6 | ) | — | (6.8 | ) | |||||||||||||
| Earnings from operations | 36.7 | 62.6 | 105.4 | — | 204.7 | |||||||||||||||||
| Interest expense, net | 20.8 | 41.9 | 52.8 | — | 115.5 | |||||||||||||||||
| Earnings before taxes on income, and minority interest | 15.9 | 20.7 | 52.6 | — | 89.2 | |||||||||||||||||
| Income tax provision | 8.3 | 9.7 | 20.4 | — | 38.4 | |||||||||||||||||
| Earnings before minority interest | 7.6 | 11.0 | 32.2 | — | 50.8 | |||||||||||||||||
| Minority interest | — | 0.2 | 1.1 | — | 1.3 | |||||||||||||||||
| Net income | $ | 7.6 | $ | 10.8 | $ | 31.1 | $ | — | $ | 49.5 | ||||||||||||
109
Notes to Consolidated Financial Statements
— (Continued)
Hayes Lemmerz International, Inc. and Subsidiaries
Condensed Consolidating Balance SheetsAs of April 30,Sheet
| Guarantor | Nonguarantor | Consolidated | Guarantor | Nonguarantor | Consolidated | ||||||||||||||||||||||||||||||||||||||
| Parent | Subsidiaries | Subsidiaries | Eliminations | Total | Parent | Subsidiaries | Subsidiaries | Eliminations | Total | ||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | Cash and cash equivalents | $ | (2.3 | ) | $ | 0.2 | $ | 42.5 | $ | — | $ | 40.4 | Cash and cash equivalents | $ | 7.0 | $ | 0.2 | $ | 16.4 | $ | — | $ | 23.6 | ||||||||||||||||||||
| Receivables | Receivables | 34.5 | 10.8 | 167.6 | — | 212.9 | Receivables | 49.8 | 7.8 | 182.9 | — | 240.5 | |||||||||||||||||||||||||||||||
| Inventories | Inventories | 36.2 | 51.6 | 102.8 | — | 190.6 | Inventories | 33.9 | 51.9 | 115.4 | — | 201.2 | |||||||||||||||||||||||||||||||
| Prepaid expenses and other | Prepaid expenses and other | 2.3 | 4.7 | 16.2 | (11.4 | ) | 11.8 | Prepaid expenses and other | 2.9 | 7.4 | 17.3 | (10.7 | ) | 16.9 | |||||||||||||||||||||||||||||
| Total current assets | 70.7 | 67.3 | 329.1 | (11.4 | ) | 455.7 | Total current assets | 93.6 | 67.3 | 332.0 | (10.7 | ) | 482.2 | ||||||||||||||||||||||||||||||
| Net property, plant and equipment | Net property, plant and equipment | 170.1 | 337.5 | 664.6 | — | 1,172.2 | Net property, plant and equipment | 155.9 | 279.9 | 672.8 | — | 1,108.6 | |||||||||||||||||||||||||||||||
| Goodwill and other assets | Goodwill and other assets | 1,480.9 | 302.9 | 698.0 | (1,307.8 | ) | 1,174.0 | Goodwill and other assets | 1,498.0 | 301.9 | 652.7 | (1,269.5 | ) | 1,183.1 | |||||||||||||||||||||||||||||
| Total assets | $ | 1,721.7 | $ | 707.7 | $ | 1,691.7 | $ | (1,319.2 | ) | $ | 2,801.9 | Total assets | $ | 1,747.5 | $ | 649.1 | $ | 1,657.5 | $ | (1,280.2 | ) | $ | 2,773.9 | ||||||||||||||||||||
| Bank borrowings | Bank borrowings | $ | 2.9 | $ | — | $ | 84.4 | $ | — | $ | 87.3 | Bank borrowings | $ | 0.0 | $ | — | $ | 85.4 | $ | — | $ | 85.4 | |||||||||||||||||||||
| Current portion of long-term debt | Current portion of long-term debt | 51.0 | — | 10.5 | — | 61.5 | Current portion of long-term debt | 59.3 | — | 13.2 | — | 72.5 | |||||||||||||||||||||||||||||||
| Accounts payable and accrued liabilities | Accounts payable and accrued liabilities | 99.3 | 85.1 | 286.9 | (7.1 | ) | 464.2 | Accounts payable and accrued liabilities | 97.6 | 73.1 | 280.5 | (4.6 | ) | 446.6 | |||||||||||||||||||||||||||||
| Total current liabilities | 153.2 | 85.1 | 381.8 | (7.1 | ) | 613.0 | Total current liabilities | 156.9 | 73.1 | 379.1 | (4.6 | ) | 604.5 | ||||||||||||||||||||||||||||||
| Long-term debt, net of current portion | Long-term debt, net of current portion | 1,430.7 | — | 101.3 | — | 1,532.0 | Long-term debt, net of current portion | 1,504.5 | — | 96.4 | — | 1,600.9 | |||||||||||||||||||||||||||||||
| Deferred income taxes | Deferred income taxes | 20.8 | 28.5 | 65.1 | — | 114.4 | Deferred income taxes | 18.4 | 8.2 | 67.8 | — | 94.4 | |||||||||||||||||||||||||||||||
| Pension and other long-term liabilities | Pension and other long-term liabilities | 86.6 | 57.0 | 162.9 | — | 306.5 | Pension and other long-term liabilities | 76.8 | 51.8 | 161.7 | — | 290.3 | |||||||||||||||||||||||||||||||
| Minority interest | Minority interest | — | — | 13.7 | — | 13.7 | Minority interest | — | — | 10.1 | — | 10.1 | |||||||||||||||||||||||||||||||
| Parent loans | Parent loans | (172.5 | ) | 303.1 | (77.9 | ) | (52.7 | ) | (0.0 | ) | Parent loans | (241.9 | ) | 327.0 | (75.6 | ) | (9.5 | ) | — | ||||||||||||||||||||||||
| Total liabilities | 1,518.8 | 473.7 | 646.9 | (59.8 | ) | 2,579.6 | Total liabilities | 1,514.7 | 460.1 | 639.5 | (14.1 | ) | 2,600.2 | ||||||||||||||||||||||||||||||
| Common stock | Common stock | 0.3 | — | — | — | 0.3 | Common stock | 0.3 | — | — | — | 0.3 | |||||||||||||||||||||||||||||||
| Additional paid-in capital | Additional paid-in capital | 251.9 | 108.7 | 1,005.9 | (1,129.4 | ) | 237.1 | Additional paid-in capital | 251.9 | 108.7 | 1,012.6 | (1,136.1 | ) | 237.1 | |||||||||||||||||||||||||||||
| Retained earnings (accumulated deficit) | Retained earnings (accumulated deficit) | (53.9 | ) | 125.3 | 132.4 | (130.0 | ) | 73.8 | Retained earnings (accumulated deficit) | (51.8 | ) | 80.3 | 134.2 | (130.0 | ) | 32.7 | |||||||||||||||||||||||||||
| Common stock in treasury | Common stock in treasury | (26.3 | ) | — | — | — | (26.3 | ) | |||||||||||||||||||||||||||||||||||
| Accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) | 4.6 | — | (93.5 | ) | — | (88.9 | ) | Accumulated other comprehensive income (loss) | 58.7 | — | (128.8 | ) | — | (70.1 | ) | |||||||||||||||||||||||||||
| Total stockholders’ equity | 202.9 | 234.0 | 1,044.8 | (1,259.4 | ) | 222.3 | Total stockholders’ equity | 232.8 | 189.0 | 1,018.0 | (1,266.1 | ) | 173.7 | ||||||||||||||||||||||||||||||
| Total liabilities and stockholder’s equity | $ | 1,721.7 | $ | 707.7 | $ | 1,691.7 | $ | (1,319.2 | ) | $ | 2,801.9 | Total liabilities and stockholder’s equity | $ | 1,747.5 | $ | 649.1 | $ | 1,657.5 | $ | (1,280.2 | ) | $ | 2,773.9 | ||||||||||||||||||||
1110
Notes to Consolidated Financial Statements
— (Continued)
Hayes Lemmerz International, Inc. and Subsidiaries
Condensed Consolidating Balance Sheet
| Guarantor | Nonguarantor | Consolidated | Guarantor | Nonguarantor | Consolidated | |||||||||||||||||||||||||||||||||||||
| Parent | Subsidiaries | Subsidiaries | Eliminations | Total | Parent | Subsidiaries | Subsidiaries | Eliminations | Total | |||||||||||||||||||||||||||||||||
| Cash and cash equivalents | Cash and cash equivalents | $ | 6.8 | $ | 0.1 | $ | 19.0 | $ | — | $ | 25.9 | Cash and cash equivalents | $ | 6.8 | $ | 0.1 | $ | 19.0 | $ | — | $ | 25.9 | ||||||||||||||||||||
| Receivables | Receivables | 34.1 | 4.2 | 150.4 | — | 188.7 | Receivables | 34.1 | 4.2 | 150.4 | — | 188.7 | ||||||||||||||||||||||||||||||
| Inventories | Inventories | 38.0 | 46.1 | 91.5 | — | 175.6 | Inventories | 38.0 | 46.1 | 91.5 | — | 175.6 | ||||||||||||||||||||||||||||||
| Prepaid expenses and other | Prepaid expenses and other | 0.9 | 4.0 | 21.9 | (17.4 | ) | 9.4 | Prepaid expenses and other | 0.9 | 4.0 | 21.9 | (17.4 | ) | 9.4 | ||||||||||||||||||||||||||||
| Total current assets | 79.8 | 54.4 | 282.8 | (17.4 | ) | 399.6 | Total current assets | 79.8 | 54.4 | 282.8 | (17.4 | ) | 399.6 | |||||||||||||||||||||||||||||
| Net property, plant and equipment | Net property, plant and equipment | 158.3 | 339.1 | 681.0 | — | 1,178.4 | Net property, plant and equipment | 158.3 | 339.1 | 681.0 | — | 1,178.4 | ||||||||||||||||||||||||||||||
| Goodwill and other assets | Goodwill and other assets | 1,464.0 | 304.8 | 694.3 | (1,264.3 | ) | 1,198.8 | Goodwill and other assets | 1,464.0 | 304.8 | 694.3 | (1,264.3 | ) | 1,198.8 | ||||||||||||||||||||||||||||
| Total assets | $ | 1,702.1 | $ | 698.3 | $ | 1,658.1 | $ | (1,281.7 | ) | $ | 2,776.8 | Total assets | $ | 1,702.1 | $ | 698.3 | $ | 1,658.1 | $ | (1,281.7 | ) | $ | 2,776.8 | |||||||||||||||||||
| Bank borrowings | Bank borrowings | $ | — | $ | — | $ | 73.6 | $ | — | $ | 73.6 | Bank borrowings | $ | — | $ | — | $ | 73.6 | $ | — | $ | 73.6 | ||||||||||||||||||||
| Current portion of long-term debt | Current portion of long-term debt | 57.9 | — | 11.7 | — | 69.6 | Current portion of long-term debt | 57.9 | — | 11.7 | — | 69.6 | ||||||||||||||||||||||||||||||
| Accounts payable and accrued liabilities | Accounts payable and accrued liabilities | 126.9 | 154.1 | 326.1 | (23.2 | ) | 583.9 | Accounts payable and accrued liabilities | 126.9 | 154.1 | 326.1 | (23.2 | ) | 583.9 | ||||||||||||||||||||||||||||
| Total current liabilities | 184.8 | 154.1 | 411.4 | (23.2 | ) | 727.1 | Total current liabilities | 184.8 | 154.1 | 411.4 | (23.2 | ) | 727.1 | |||||||||||||||||||||||||||||
| Long-term debt, net of current portion | Long-term debt, net of current portion | 1,289.2 | — | 95.4 | — | 1,384.6 | Long-term debt, net of current portion | 1,289.2 | — | 95.4 | — | 1,384.6 | ||||||||||||||||||||||||||||||
| Deferred income taxes | Deferred income taxes | 18.5 | 28.5 | 68.6 | — | 115.6 | Deferred income taxes | 18.5 | 28.5 | 68.6 | — | 115.6 | ||||||||||||||||||||||||||||||
| Pension and other long-term liabilities | Pension and other long-term liabilities | 80.3 | 57.1 | 181.4 | (2.5 | ) | 316.3 | Pension and other long-term liabilities | 80.3 | 57.1 | 181.4 | (2.5 | ) | 316.3 | ||||||||||||||||||||||||||||
| Minority interest | Minority interest | — | — | 14.3 | — | 14.3 | Minority interest | — | — | 14.3 | — | 14.3 | ||||||||||||||||||||||||||||||
| Parent loans | Parent loans | (61.9 | ) | 225.2 | (166.7 | ) | 3.4 | — | Parent loans | (61.9 | ) | 225.2 | (166.7 | ) | 3.4 | — | ||||||||||||||||||||||||||
| Total liabilities | 1,510.9 | 464.9 | 604.4 | (22.3 | ) | 2,557.9 | Total liabilities | 1,510.9 | 464.9 | 604.4 | (22.3 | ) | 2,557.9 | |||||||||||||||||||||||||||||
| Common stock | Common stock | 0.3 | — | — | — | 0.3 | Common stock | 0.3 | — | — | — | 0.3 | ||||||||||||||||||||||||||||||
| Additional paid-in capital | Additional paid-in capital | 251.9 | 108.7 | 1,005.9 | (1,129.4 | ) | 237.1 | Additional paid-in capital | 251.9 | 108.7 | 1,005.9 | (1,129.4 | ) | 237.1 | ||||||||||||||||||||||||||||
| Retained earnings (accumulated deficit) | Retained earnings (accumulated deficit) | (61.1 | ) | 124.7 | 124.4 | (130.0 | ) | 58.0 | Retained earnings (accumulated deficit) | (61.1 | ) | 124.7 | 124.4 | (130.0 | ) | 58.0 | ||||||||||||||||||||||||||
| Accumulated other comprehensive income (loss) | 0.1 | — | (76.6 | ) | — | (76.5 | ) | |||||||||||||||||||||||||||||||||||
| Accumulated other comprehensive Income (loss) | Accumulated other comprehensive Income (loss) | 0.1 | — | (76.6 | ) | — | (76.5 | ) | ||||||||||||||||||||||||||||||||||
| Total stockholders’ equity | 191.2 | 233.4 | 1,053.7 | (1,259.4 | ) | 218.9 | Total stockholders’ equity | 191.2 | 233.4 | 1,053.7 | (1,259.4 | ) | 218.9 | |||||||||||||||||||||||||||||
| Total liabilities and stockholder’s equity | $ | 1,702.1 | $ | 698.3 | $ | 1,658.1 | $ | (1,281.7 | ) | $ | 2,776.8 | Total liabilities and stockholder’s equity | $ | 1,702.1 | $ | 698.3 | $ | 1,658.1 | $ | (1,281.7 | ) | $ | 2,776.8 | |||||||||||||||||||
1211
Notes to Consolidated Financial Statements
— (Continued)
Hayes Lemmerz International, Inc. and Subsidiaries
Condensed Consolidating Statement of Cash Flows
| Guarantor | Nonguarantor | Consolidated | ||||||||||||||||||||
| Parent | Subsidiaries | Subsidiaries | Eliminations | Total | ||||||||||||||||||
| Cash flows used in operating activities | $ | (19.6 | ) | $ | (71.6 | ) | $ | (28.4 | ) | $ | — | $ | (119.6 | ) | ||||||||
| Cash flows from investing activities: | ||||||||||||||||||||||
| Acquisition of property, plant and equipment | (14.7 | ) | (5.8 | ) | (21.4 | ) | — | (41.9 | ) | |||||||||||||
| Acquisition of tooling | — | — | — | — | — | |||||||||||||||||
| Purchase of businesses, net of cash | — | — | — | — | — | |||||||||||||||||
| Proceeds from disposal of assets/business | — | — | — | — | — | |||||||||||||||||
| Other, net | (13.7 | ) | (0.3 | ) | 16.7 | — | 2.7 | |||||||||||||||
| Cash used in investing activities | (28.4 | ) | (6.1 | ) | (4.7 | ) | — | (39.2 | ) | |||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||||
| Net change in bank borrowings and revolver | 137.5 | — | 22.4 | — | 159.9 | |||||||||||||||||
| Fees paid to issue long term debt | — | — | — | — | — | |||||||||||||||||
| Stock options exercised | — | — | — | — | — | |||||||||||||||||
| Net proceeds from accounts receivable securitization | 12.0 | — | — | — | 12.0 | |||||||||||||||||
| Cash provided by financing activities | 149.5 | — | 22.4 | — | 171.9 | |||||||||||||||||
| Increase (decrease) in parent loans and advances | (110.6 | ) | 77.8 | 32.8 | — | — | ||||||||||||||||
| Effect of exchange rates of cash and cash equivalents | — | — | 1.4 | — | 1.4 | |||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | (9.1 | ) | 0.1 | 23.5 | — | 14.5 | ||||||||||||||||
| Cash and cash equivalents at beginning of period | 6.8 | 0.1 | 19.0 | — | 25.9 | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | (2.3 | ) | $ | 0.2 | $ | 42.5 | $ | — | $ | 40.4 | |||||||||||
| Guarantor | Nonguarantor | Consolidated | ||||||||||||||||||||
| Parent | Subsidiaries | Subsidiaries | Eliminations | Total | ||||||||||||||||||
| Cash flows provided by (used in) operating activities | $ | (0.9 | ) | $ | (75.0 | ) | $ | 17.4 | $ | — | $ | (58.5 | ) | |||||||||
| Cash flows from investing activities: | ||||||||||||||||||||||
| Acquisition of property, plant and equipment | (8.5 | ) | (18.3 | ) | (97.0 | ) | — | (123.8 | ) | |||||||||||||
| Acquisition of tooling | — | — | (1.9 | ) | — | (1.9 | ) | |||||||||||||||
| Purchase of businesses, net of cash | — | — | (6.4 | ) | — | (6.4 | ) | |||||||||||||||
| Increased investment in majority-owned subsidiary | — | — | (7.3 | ) | — | (7.3 | ) | |||||||||||||||
| Other, net | 29.5 | (8.5 | ) | (36.6 | ) | — | (15.6 | ) | ||||||||||||||
| Cash provided by (used in) investing activities | 21.0 | (26.8 | ) | (149.2 | ) | — | (155.0 | ) | ||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||||
| Net change in bank borrowings and revolver | 216.7 | — | 34.0 | — | 250.7 | |||||||||||||||||
| Proceeds (payments) from accounts receivable securitization | (17.2 | ) | — | — | — | (17.2 | ) | |||||||||||||||
| Purchase of treasury stock | (26.3 | ) | — | — | — | (26.3 | ) | |||||||||||||||
| Cash provided by financing activities | 173.2 | — | 34.0 | — | 207.2 | |||||||||||||||||
| Increase (decrease) in parent loans and advances | (193.1 | ) | 101.9 | 91.2 | — | — | ||||||||||||||||
| Effect of exchange rates of cash and cash equivalents | — | — | 4.0 | — | 4.0 | |||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | 0.2 | 0.1 | (2.6 | ) | — | (2.3 | ) | |||||||||||||||
| Cash and cash equivalents at beginning of period | 6.8 | 0.1 | 19.0 | — | 25.9 | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | 7.0 | $ | 0.2 | $ | 16.4 | $ | — | $ | 23.6 | ||||||||||||
Hayes Lemmerz International, Inc.12
Notes to Consolidated Financial Statements — (Continued)
Condensed Consolidating Statements of Cash Flows
| Guarantor | Nonguarantor | Consolidated | |||||||||||||||||||||
| Parent | Subsidiaries | Subsidiaries | Eliminations | Total | |||||||||||||||||||
| Cash flows provided by (used in) operating activities | $ | 21.5 | $ | (16.6 | ) | $ | (44.2 | ) | $ | — | $ | (39.3 | ) | ||||||||||
| Cash flows from investing activities: | |||||||||||||||||||||||
| Acquisition of property, plant and equipment | (0.8 | ) | (13.2 | ) | (12.2 | ) | — | (26.2 | ) | ||||||||||||||
| Acquisition of tooling | (4.8 | ) | — | — | — | (4.8 | ) | ||||||||||||||||
| Purchase of businesses, net of cash received | (605.0 | ) | — | — | — | (605.0 | ) | ||||||||||||||||
| Other, net | (6.2 | ) | 4.5 | (4.2 | ) | — | (5.9 | ) | |||||||||||||||
| Cash used in investing activities | (616.8 | ) | (8.7 | ) | (16.4 | ) | — | (641.9 | ) | ||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||||||||
| Net change in bank borrowings and revolver | 661.3 | — | 41.7 | — | 703.0 | ||||||||||||||||||
| Fees paid to issue debt | (15.0 | ) | — | — | — | (15.0 | ) | ||||||||||||||||
| Net proceeds from accounts receivable securitization | 46.6 | — | — | — | 46.6 | ||||||||||||||||||
| Cash provided by financing activities | 692.9 | — | 41.7 | — | 734.6 | ||||||||||||||||||
| Increase (decrease) in parent loans and advances | (37.9 | ) | 25.2 | 12.7 | — | — | |||||||||||||||||
| Effect of exchange rates of cash and cash equivalents | — | — | 3.0 | — | 3.0 | ||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | 59.7 | (0.1 | ) | (3.2 | ) | — | 56.4 | ||||||||||||||||
| Cash and cash equivalents at beginning of period | 23.3 | 0.1 | 27.9 | — | 51.3 | ||||||||||||||||||
| Cash and cash equivalents at end of period | $ | 83.0 | $ | — | $ | 24.7 | $ | — | $ | 107.7 | |||||||||||||
| Guarantor | Nonguarantor | Consolidated | ||||||||||||||||||||
| Parent | Subsidiaries | Subsidiaries | Eliminations | Total | ||||||||||||||||||
| Cash flows provided by (used in) operating activities | $ | (80.2 | ) | $ | (29.1 | ) | $ | 145.9 | $ | — | $ | 36.6 | ||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||||
| Acquisition of property, plant and equipment | (24.1 | ) | (36.8 | ) | (75.2 | ) | — | (136.1 | ) | |||||||||||||
| Acquisition of tooling | (9.2 | ) | — | — | — | (9.2 | ) | |||||||||||||||
| Purchase of businesses, net of cash | (615.0 | ) | (0.5 | ) | (14.6 | ) | — | (630.1 | ) | |||||||||||||
| Proceeds from disposal of assets/business | — | 2.6 | 37.4 | — | 40.0 | |||||||||||||||||
| Other, net | 21.3 | (9.8 | ) | (25.1 | ) | — | (13.6 | ) | ||||||||||||||
| Cash used in investing activities | (627.0 | ) | (44.5 | ) | (77.5 | ) | — | (749.0 | ) | |||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||||
| Net change in bank borrowings and revolver | 570.1 | — | 60.2 | — | 630.3 | |||||||||||||||||
| Fees paid to issue long term debt | (15.2 | ) | — | — | — | (15.2 | ) | |||||||||||||||
| Stock options exercised | 0.2 | — | — | — | 0.2 | |||||||||||||||||
| Net proceeds from accounts receivable securitization | 99.4 | — | — | — | 99.4 | |||||||||||||||||
| Cash provided by financing activities | 654.5 | — | 60.2 | — | 714.7 | |||||||||||||||||
| Increase (decrease) in parent loans and advances | 56.1 | 73.6 | (129.7 | ) | — | — | ||||||||||||||||
| Effect of exchange rates of cash and cash equivalents | — | — | (3.0 | ) | — | (3.0 | ) | |||||||||||||||
| Net increase (decrease) in cash and cash equivalents | 3.4 | — | (4.1 | ) | — | (0.7 | ) | |||||||||||||||
| Cash and cash equivalents at beginning of period | 23.3 | 0.1 | 27.9 | — | 51.3 | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | 26.7 | $ | 0.1 | $ | 23.8 | $ | — | $ | 50.6 | ||||||||||||
13
Item 2.
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Results of Operations
Three Months Ended April 30,October 31, 2000 Compared to Three Months Ended April 30,October 31, 1999
Net Sales
The Company’s net sales for the firstthird quarter of fiscal 2000 were $594.8$558.3 million, an increasea decrease of 1.2%6.7% as compared to net sales of $587.9$598.5 million for the firstthird quarter of fiscal 1999. HigherSignificant reductions in heavy truck production and softening in OEM saleslight vehicle volumes in North America and Europe were offset bythe United States have resulted in lower sales in the North American Commercial Highway, business due to softening market conditions. Additionally,North American Cast Components and North American Wheel Groups. Increased sales in the European Wheel Groups were negatively impacted due tooffset by the Euro weakening against the Dollar by approximately 11% in the firstthird quarter of fiscal 2000 as compared to the firstthird quarter of fiscal 1999.
Gross Profit
The Company’s gross profit margin for the firstthird quarter of fiscal 2000 decreased to $101.9$73.2 million or 17.1%13.1% of net sales as compared to $106.1$105.4 million or 18.0%17.6% of net sales for the firstthird quarter of fiscal 1999. The Company’s firstthird quarter gross profit margin was negatively impacted by the reduction in the North American Commercial Highway sales.heavy truck and OEM sales and production inefficiencies related to the volatile heavy truck and OEM production environment. In addition, gross margin was negatively impacted by the write off of $5.0 million in excess and obsolete inventories pursuant to capacity reductions and softening market conditions.
Marketing, General and Administrative
Marketing, general and administrative engineering and product development and amortizationexpenses were $28.3 million or 5.1% of intangible expensesnet sales for the first quarter of fiscal 2000 were consistent with the first quarter of fiscal 1999.
Equity in losses (earnings) of unconsolidated subsidiaries increased $1.4 million to $1.1 million of earnings for the firstthird quarter of fiscal 2000 as compared to $0.3$21.8 million or 3.6% of lossesnet sales for the third quarter of fiscal 1999. Marketing, general and administrative expenses for the third quarter of fiscal 2000 were negatively impacted by the write off of $7.2 million principally associated with cancelled transactions, and an increase in the allowance for doubtful accounts and severance costs due to market conditions.
Engineering and Product Development
Engineering and product development costs were $3.6 million or 0.6% of net sales for the third quarter of fiscal 2000 as compared to $4.4 million or 0.7% of net sales for the third quarter of fiscal 1999. This improvement principally reflects the timing associated with recovery of engineering and development costs from our customers.
Other (Income) Expense
Pursuant to its acquisition strategy in prior periods, the Company has been in the process of integrating operations as well as evaluating capacity, technology and personnel needs. In response to continued softening in the heavy truck and light vehicle markets, the Company accelerated this process and approved restructuring plans in the third quarter of fiscal 2000. In addition to the items discussed in Gross Profit and Marketing, General and Administrative categories above, impairment and restructuring charges totaling $75.6 million were recorded in the third quarter of fiscal 2000.
Of the $75.6 million, $63.8 million was attributable to impairment of long-lived assets, principally excess and obsolete machinery and equipment which the Company intends to dispose of in the near future. Impairment was measured based on the estimated net proceeds from the disposal of such equipment.
Restructuring charges consist of $6.7 million for severance benefits and $0.9 million for future lease costs of closed office facilities. These costs are all related primarily to 387 administrative and operations employees impacted by restructuring programs in Europe. There were no payments made in the third quarter of fiscal 2000.
14
In addition, Other (Income) Expense includes $4.2 million for the write down of the Company’s investment in a joint venture in Venezuela and certain contractual agreements that have no future value.
Interest Expense
Interest expense was $41.6 million for the third quarter of fiscal 2000 compared to $37.5 million for the same period of fiscal 1999. This increase was due primarily to the increase in interest rates and borrowings.
Nine Months Ended October 31, 2000 Compared to Nine Months Ended October 31, 1999
Net Sales
The Company’s net sales for the first nine months of fiscal 2000 were $1,695.9 million, a decrease of 2.0%, as compared to net sales of $1,730.8 million for the first nine months of fiscal 1999. This decrease was due to higher sales in the North American and European Wheel Groups offset by lower sales in the North American Commercial Highway and North American Components Groups due to softening marketing conditions and the weakening of the Euro against the Dollar by approximately 12%.
Gross Profit
The Company’s gross profit for the first nine months of fiscal 2000 decreased to $259.5 million or 15.3% of net sales as compared to $305.6 million or 17.7% of net sales for the first nine months of fiscal 1999. This decrease reflects the reduction in the North American heavy truck and OEM sales and production inefficiencies related to the volatile heavy truck and OEM production environment. In addition, gross margin was negatively impacted by the write off of $5.0 million in excess and obsolete inventories in the third quarter of fiscal 2000 pursuant to capacity reductions and softening market conditions.
Marketing, General and Administrative
Marketing, general and administrative expenses were $76.8 million or 4.5% of net sales for the first nine months of fiscal 2000 compared to $70.7 million or 4.1% of net sales for the same period of fiscal 1999. The majorityincrease in marketing, general and administrative expenses was attributable to $7.2 million in write offs in the third quarter of fiscal 2000 principally related to cancelled transactions, and an increase in the allowance for doubtful accounts and severance costs due to market conditions.
Engineering and Product Development
Engineering and product development costs were $13.0 million or 0.8% of net sales for the first nine months of fiscal 2000 as compared to $15.6 million or 0.9% of net sales for the first nine months of fiscal 1999.
Other (Income) Expense
Pursuant to its acquisition strategy in prior periods, the Company has been in the process of integrating operations as well as evaluating capacity, technology and personnel needs. In response to continued softening in the heavy truck and light vehicle markets, the Company accelerated this process and approved restructuring plans in the third quarter of fiscal 2000. In addition to the items discussed in Gross Profit and Marketing, General and Administrative categories above, impairment and restructuring charges totaling $75.6 million were recorded in the third quarter of fiscal 2000.
Of the $75.6 million, $63.8 million was attributable to impairment of long-lived assets, principally excess and obsolete machinery and equipment which the Company intends to dispose of in the near future. Impairment was measured based on the estimated net proceeds from the disposal of such equipment.
Restructuring charges consist of $6.7 million for severance benefits and $0.9 million for future lease costs of closed office facilities. These costs are all related primarily to 387 administrative and operations employees impacted by restructuring programs in Europe. There were no payments made in the third quarter of fiscal 2000.
15
In addition, Other (Income) Expense includes $4.2 million for the write down of the Company’s investment in a joint venture in Venezuela and certain contractual agreements that have no future value.
Interest Expense
Interest expense was $120.4 million for the first nine months of fiscal 2000 compared to $115.5 million for the same period of fiscal 1999. This increase was due primarily to improved resultsthe increase in the Company’s Mexico joint venture, which is a 40% owned joint venture producing both steelinterest rates and aluminum wheels for the light vehicle market in North America.borrowings.
Financial Condition, Liquidity and Capital Resources
The Company’s operations used $119.6$58.5 million in cash in the first quarternine months of fiscal 2000, an increase of $80.3$95.1 million over the same period of fiscal 1999. This increase was due primarily to the timing of working capital requirements.payments to suppliers and higher inventories.
Capital expenditures for the first quarternine months of fiscal 2000 were $41.9$123.8 million. These expenditures were primarily for additional machinery and equipment to improve productivity and reduce costs, to increase production capacitymeet demand for new vehicle platforms and to meet expected requirements for ourthe Company’s products. The Company anticipates capital expenditures for fiscal 2000 will be approximately $200 million relating primarily to new vehicle platforms, capacity increases worldwide to meet the growing demand for the Company's products and cost reduction programs.less than $170.0 million.
On February 3, 1999, the Company entered into a third amended and restated credit agreement (the “Third Amended and Restated Credit Agreement”). with Canadian Imperial Bank of Commerce (“CIBC”) and Merrill Lynch Capital Corporation (“Merrill Lynch”), as managing agents. Pursuant to the Third Amended and Restated Credit Agreement, a syndicate of lenders agreed to lend to the Company up to $450 million in the form of a senior secured term loan facility and up to $650 million in the form of a senior secured revolving credit facility. Such term loan and revolving facilities are guaranteed by the Company and all of its existing and future material domestic subsidiaries. Such term loan and revolving facilities are secured by a first priority lien inon substantially all of the properties and assets of the Company and its material domestic subsidiaries, now owned or later acquired, later, including a pledge of all of the shares of certain of the Company’s existing and future domestic subsidiaries and 65% of the shares of certain of the Company'sCompany’s existing and future foreign subsidiaries. As of April 30,October 31, 2000 there was $430$399 million outstanding under the term loan facilitiesfacility and $467$386 million available under the revolving facility.
On December 8, 2000, the Company reached agreement with its senior lenders to amend the Third Amended and Restated Credit Agreement. Pursuant to such agreement, financial covenants regarding the leverage ratio, the interest coverage ratio and the fixed charge coverage ratio were modified and a ratio of senior indebtedness to earnings before interest, taxes, depreciation and amortization was added. In addition, an annual limit on capital expenditures was added, the stock repurchase authority was deleted and a cumulative limit on acquisitions was deleted. The text of the amendment agreement is filed as an exhibit to this Form 10-Q and is incorporated herein by reference.
In April 1998, the Company entered into a three-yearthree year agreement pursuant to which the Company and certain of its subsidiaries sold, and will continue to sell on an ongoing basis, a portion of their accounts receivables to a special purpose entity (“Funding Co.”), which is wholly owned by the Company. Accordingly, the Company and such subsidiaries, irrevocably and without recourse, transferred and will transfer substantially all of their U.S. dollar
14
denominated trade accounts receivable to Funding Co. Funding Co. then sold and will sell such trade accounts receivable to an independent issuer of receivable-backed commercial paper. The Company has collection and administrative responsibilities with respect to all the receivables which are sold. Receivables sold at October 31, 2000 total $145.8 million.
During the second quarter, the Board of Directors approved the repurchase of up to an aggregate of $30 million of the Company’s outstanding common stock. Through October 31, 2000, the Company repurchased approximately 1.9 million shares of its common stock for an aggregate purchase price of approximately $26.3 million.
At April 30,October 31, 2000, management believes that the Company was in compliance with the various covenants under the agreements pursuant to which it has or may borrow money. Management expects that the Company will remain in compliance with these covenants, as modified by the December 8, 2000 amendment
16
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
For the period ended April 30,October 31, 2000, the Company did not experience any material change in market risk exposures affecting the quantitative and qualitative disclosures as presented in the Company’s Annual Report on Form 10-K for the year ended January 31, 2000.
1517
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on August 3, 2000. The results of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting were reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2000 and are incorporated herein by reference.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
| |
| Exhibit Number | Description | |||
| 10.30 | Amendment No. 2 to the Third Amended and Restated Credit Agreement dated as of December 8, 2000, among the Company, as Borrower, the several banks and other financial institutions from time to time parties thereto, as Lenders, Canadian Imperial Bank of Commerce, as Administrative Agent and Co-Lead Arranger, Credit Suisse First Boston, as Syndication Agent and Co-Lead Arranger, Merrill Lynch Capital Corporation, as Co-Documentation Agent, and Dresdner Bank AG, as Co-Documentation Agent and European Swing Line Administrator. | |||
| 10.31 | Severance Agreements, each dated June 15, 2000, between the Company and certain of its officers. | |||
| 27 | Financial Data Schedule | |||
(b) Reports on Form 8-K
| |
16
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.
| HAYES LEMMERZ INTERNATIONAL, INC. | ||
| By: | /s/ WILLIAM D. |
| William D. | ||
17December 15, 2000
19
| 10.30 | Amendment No. 2 to the Third Amended and Restated Credit Agreement dated as of December 8, 2000, among the Company, as Borrower, the several banks and other financial institutions from time to time parties thereto, as Lenders, Canadian Imperial Bank of Commerce, as Administrative Agent and Co-Lead Arranger, Credit Suisse First Boston, as Syndication Agent and Co-Lead Arranger, Merrill Lynch Capital Corporation, as Co-Documentation Agent, and Dresdner Bank AG, as Co-Documentation Agent and European Swing Line Administrator. | |||||||
| 10.31 | Severance Agreements, each dated June 15, 2000, between the Company and certain of its officers. | |||||||
| 27 | Financial Data Schedule | |||||||
1820