UNITED STATES
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
For the quarterly period ended July 31, 2000April 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
For the transition period from to
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 [ ]
The number of shares of common stock outstanding as of September 13, 2000,June 12, 2001, was 28,899,49528,455,495 shares.
HAYES LEMMERZ INTERNATIONAL, INC.
Page | |||||||
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 | ||||||
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | ||||||
PART II. OTHER INFORMATION | |||||||
Item 1. | Legal Proceedings | ||||||
Item 2. | Changes in Securities | ||||||
Item 3. | Defaults | ||||||
Item 4. | Submission of Matters to a Vote of | ||||||
Item 5. | Other Information | ||||||
Item 6. | Exhibits and Reports on Form 8-K | 17 | |||||
SIGNATURES | 18 |
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 20002001 MEANS THE PERIOD BEGINNING FEBRUARY 1, 2000,2001, AND ENDING JANUARY 31, 2001)2002). 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
HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Three Months Ended | Six Months Ended | Three Months Ended | ||||||||||||||||||||||||
July 31, | July 31, | April 30, | ||||||||||||||||||||||||
2000 | 1999 | 2000 | 1999 | 2001 | 2000 | |||||||||||||||||||||
Net sales | Net sales | $ | 542.8 | $ | 544.4 | $ | 1,137.6 | $ | 1,132.3 | Net sales | $ | 541.4 | $ | 594.8 | ||||||||||||
Cost of goods sold | Cost of goods sold | 458.4 | 450.3 | 951.3 | 932.1 | Cost of goods sold | 469.5 | 492.9 | ||||||||||||||||||
Gross profit | 84.4 | 94.1 | 186.3 | 200.2 | Gross profit | 71.9 | 101.9 | |||||||||||||||||||
Marketing, general and administration | Marketing, general and administration | 24.0 | 24.4 | 48.5 | 48.9 | Marketing, general and administration | 25.1 | 24.5 | ||||||||||||||||||
Engineering and product development | Engineering and product development | 3.2 | 5.0 | 9.4 | 11.2 | Engineering and product development | 5.9 | 6.2 | ||||||||||||||||||
Amortization of intangibles | Amortization of intangibles | 7.1 | 6.8 | 14.3 | 13.8 | Amortization of intangibles | 7.0 | 7.2 | ||||||||||||||||||
Other income | (2.5 | ) | (4.1 | ) | (4.9 | ) | (4.8 | ) | ||||||||||||||||||
Other income, net | Other income, net | (0.2 | ) | (2.4 | ) | |||||||||||||||||||||
Equity in losses (earnings) of unconsolidated subsidiaries | Equity in losses (earnings) of unconsolidated subsidiaries | 0.6 | (0.6 | ) | (0.5 | ) | (0.3 | ) | Equity in losses (earnings) of unconsolidated subsidiaries | 0.4 | (1.1 | ) | ||||||||||||||
Earnings from operations | 52.0 | 62.6 | 119.5 | 131.4 | Earnings from operations | 33.7 | 67.5 | |||||||||||||||||||
Interest expense, net | Interest expense, net | 40.0 | 38.5 | 78.8 | 78.0 | Interest expense, net | 45.6 | 38.8 | ||||||||||||||||||
Earnings before taxes on income and minority interest | 12.0 | 24.1 | 40.7 | 53.4 | Earnings (loss) before taxes on income and minority interest | (11.9 | ) | 28.7 | ||||||||||||||||||
Income tax provision | 5.0 | 10.3 | 17.1 | 22.9 | ||||||||||||||||||||||
Income tax (benefit) provision | Income tax (benefit) provision | (5.1 | ) | 12.1 | ||||||||||||||||||||||
Earnings before minority interest | 7.0 | 13.8 | 23.6 | 30.5 | Earnings (loss) before minority interest | (6.8 | ) | 16.6 | ||||||||||||||||||
Minority interest | Minority interest | 0.5 | 0.5 | 1.4 | 0.9 | Minority interest | 0.8 | 0.9 | ||||||||||||||||||
Net income | $ | 6.5 | $ | 13.3 | $ | 22.2 | $ | 29.6 | Net income (loss) | $ | (7.6 | ) | $ | 15.7 | ||||||||||||
Per share information: | Per share information: | Per share information: | ||||||||||||||||||||||||
Basic net income per share | $ | 0.21 | $ | 0.44 | $ | 0.73 | $ | 0.98 | ||||||||||||||||||
Basic net income (loss) per share | Basic net income (loss) per share | $ | (0.27 | ) | $ | 0.52 | ||||||||||||||||||||
Basic average shares outstanding (in thousands) | Basic average shares outstanding (in thousands) | 30,357 | 30,337 | 30,357 | 30,330 | Basic average shares outstanding (in thousands) | 28,455 | 30,356 | ||||||||||||||||||
Diluted net income per share | $ | 0.21 | $ | 0.41 | $ | 0.73 | $ | 0.93 | ||||||||||||||||||
Diluted net income (loss) per share | Diluted net income (loss) per share | $ | (0.27 | ) | $ | 0.51 | ||||||||||||||||||||
Diluted average shares outstanding (in thousands) | Diluted average shares outstanding (in thousands) | 30,446 | 32,219 | 30,575 | 31,977 | Diluted average shares outstanding (in thousands) | 28,455 | 30,876 | ||||||||||||||||||
See accompanying notes to consolidated financial statements.
3
HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
July 31, | January 31, | April 30, | January 31, | ||||||||||||||||||
2000 | 2000 | 2001 | 2001 | ||||||||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||||||||||
Assets | Assets | Assets | |||||||||||||||||||
Current assets: | Current assets: | Current assets: | |||||||||||||||||||
Cash and cash equivalents | $ | 16.6 | $ | 25.9 | Cash and cash equivalents | $ | 28.9 | $ | — | ||||||||||||
Receivables (less allowance of $5.5 million at July 31, 2000 and $6.3 million at January 31, 2000) | 203.8 | 188.7 | Receivables net of allowance of $7.6 million at April 30, 2001 and $8.5 million January 31, 2001. | 266.3 | 270.1 | ||||||||||||||||
Inventory | 211.4 | 175.6 | Inventory | 191.9 | 201.2 | ||||||||||||||||
Prepaid expenses and other | 14.1 | 9.4 | Deferred tax assets | 42.4 | 43.8 | ||||||||||||||||
Prepaid expenses and other | 21.2 | 18.3 | |||||||||||||||||||
Total current assets | 445.9 | 399.6 | |||||||||||||||||||
Property, plant and equipment, net | 1,187.4 | 1,178.4 | |||||||||||||||||||
Total current assets | 550.7 | 533.4 | |||||||||||||||||||
Net property, plant and equipment | Net property, plant and equipment | 1,115.1 | 1,139.0 | ||||||||||||||||||
Goodwill and other assets | Goodwill and other assets | 1,181.0 | 1,198.8 | Goodwill and other assets | 1,135.7 | 1,138.7 | |||||||||||||||
Total assets | $ | 2,814.3 | $ | 2,776.8 | Total assets | $ | 2,801.5 | $ | 2,811.1 | ||||||||||||
Liabilities and Stockholders’ Equity | Liabilities and Stockholders’ Equity | Liabilities and Stockholders’ Equity | |||||||||||||||||||
Current liabilities: | Current liabilities: | Current liabilities: | |||||||||||||||||||
Bank borrowings | $ | 77.8 | $ | 73.6 | Bank borrowings | $ | 81.9 | $ | 79.6 | ||||||||||||
Current portion of long-term debt | 70.0 | 69.6 | Current portion of long-term debt | 91.4 | 87.3 | ||||||||||||||||
Accounts payable and accrued liabilities | 469.0 | 583.9 | Accounts payable and accrued liabilities | 437.6 | 476.7 | ||||||||||||||||
Total current liabilities | 616.8 | 727.1 | Total current liabilities | 610.9 | 643.6 | ||||||||||||||||
Long-term debt | Long-term debt | 1,671.2 | 1,621.0 | ||||||||||||||||||
Pension and other long-term liabilities | Pension and other long-term liabilities | 266.9 | 278.3 | ||||||||||||||||||
Deferred income taxes | Deferred income taxes | 100.2 | 102.2 | ||||||||||||||||||
Minority interest | Minority interest | 10.6 | 10.6 | ||||||||||||||||||
Long-term debt | 1,539.3 | 1,384.6 | |||||||||||||||||||
Pension and other long-term liabilities | 288.9 | 316.3 | Total liabilities | 2,659.8 | 2,655.7 | ||||||||||||||||
Deferred income taxes | 115.0 | 115.6 | |||||||||||||||||||
Minority interest | 8.0 | 14.3 | |||||||||||||||||||
Total liabilities | 2,568.0 | 2,557.9 | |||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||
Commitments and Contingencies: | Commitments and Contingencies: | ||||||||||||||||||||
Stockholders’ equity: | Stockholders’ equity: | Stockholders’ equity: | |||||||||||||||||||
Preferred stock, 25,000,000 shares authorized, none issued or outstanding | — | — | Preferred stock, 25,000,000 shares authorized, none issued or outstanding | — | — | ||||||||||||||||
Common stock, par value $0.01 per share: | Common stock, par value $0.01 per share: | ||||||||||||||||||||
Voting — authorized 99,000,000 shares; issued and outstanding 27,707,919 at July 31, 2000 and 27,705,019 at January 31, 2000 | 0.3 | 0.3 | Voting — authorized 99,000,000 shares; issued and outstanding 25,806,469 at April 30, 2001 and January 31, 2001 | 0.3 | 0.3 | ||||||||||||||||
Nonvoting — authorized 5,000,000 shares; issued and outstanding, 2,649,026 at July 31, 2000 and January 31, 2000 | — | — | Nonvoting — authorized 5,000,000 shares; issued and outstanding, 2,649,026 at April 30, 2001 and January 31, 2001 | — | — | ||||||||||||||||
Additional paid in capital | 237.1 | 237.1 | Additional paid in capital | 237.1 | 237.1 | ||||||||||||||||
Retained earnings | 80.3 | 58.0 | Retained earnings | 8.6 | 16.2 | ||||||||||||||||
Accumulated other comprehensive loss | (71.4 | ) | (76.5 | ) | Common stock in treasury at cost, 1,901,450 shares | (26.3 | ) | (26.3 | ) | ||||||||||||
Accumulated other comprehensive loss | (78.0 | ) | (71.9 | ) | |||||||||||||||||
Total stockholders’ equity | 246.3 | 218.9 | |||||||||||||||||||
Total stockholders’ equity | 141.7 | 155.4 | |||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 2,814.3 | $ | 2,776.8 | |||||||||||||||||
Total liabilities and stockholders’ equity | $ | 2,801.5 | $ | 2,811.1 | |||||||||||||||||
See accompanying notes to consolidated financial statements.
4
HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
Six Months Ended | Three Months Ended | |||||||||||||||||||||
July 31, | April 30, | |||||||||||||||||||||
2000 | 1999 | 2001 | 2000 | |||||||||||||||||||
Cash flows from operating activities: | Cash flows from operating activities: | Cash flows from operating activities: | ||||||||||||||||||||
Net income | $ | 22.2 | $ | 29.6 | ||||||||||||||||||
Adjustments to reconcile net income to net cash provided by (used for) operating activities: | ||||||||||||||||||||||
Depreciation and tooling amortization | 59.1 | 56.4 | ||||||||||||||||||||
Net income (loss) | Net income (loss) | $ | (7.6 | ) | $ | 15.7 | ||||||||||||||||
Adjustments to reconcile net income (loss) to net cash used for operating activities: | Adjustments to reconcile net income (loss) to net cash used for operating activities: | |||||||||||||||||||||
Amortization of intangibles | 14.3 | 13.8 | Depreciation and tooling amortization | 31.8 | 29.4 | |||||||||||||||||
Amortization of deferred financing fees | 3.2 | 4.3 | Amortization of intangibles | 7.0 | 7.2 | |||||||||||||||||
Increase in deferred taxes | 2.1 | 12.0 | Amortization of deferred financing fees | 1.8 | 1.6 | |||||||||||||||||
Increase in minority interest | 1.6 | — | Deferred taxes | (7.7 | ) | 1.3 | ||||||||||||||||
Equity in earnings of unconsolidated subsidiaries | (0.5 | ) | (0.3 | ) | Minority interest | 0.8 | 0.9 | |||||||||||||||
Gain on disposal of assets/business | — | (8.0 | ) | Equity in losses (earnings) of unconsolidated subsidiaries | 0.4 | (1.1 | ) | |||||||||||||||
Changes in operating assets and liabilities that increase (decrease) cash flows: | Changes in operating assets and liabilities that increase (decrease) cash flows: | |||||||||||||||||||||
Receivables | 1.3 | (26.6 | ) | Receivables | (53.9 | ) | (37.7 | ) | ||||||||||||||
Inventories | (38.9 | ) | (14.8 | ) | Inventories | 4.0 | (17.7 | ) | ||||||||||||||
Prepaid expenses and other | (4.9 | ) | 4.1 | Prepaid expenses and other | (3.3 | ) | (2.6 | ) | ||||||||||||||
Accounts payable and accrued liabilities | (106.1 | ) | (39.8 | ) | Accounts payable and accrued liabilities | (26.9 | ) | (112.0 | ) | |||||||||||||
Other long-term liabilities | (20.5 | ) | (11.6 | ) | Other long-term liabilities | (1.8 | ) | (3.7 | ) | |||||||||||||
Cash provided by (used for) operating activities | (67.1 | ) | 19.1 | Cash used for operating activities | (55.4 | ) | (118.7 | ) | ||||||||||||||
Cash flows from investing activities: | Cash flows from investing activities: | Cash flows from investing activities: | ||||||||||||||||||||
Acquisition of property, plant and equipment | (93.0 | ) | (79.4 | ) | Acquisition of property, plant and equipment | (29.9 | ) | (41.9 | ) | |||||||||||||
Tooling expenditures | — | (6.2 | ) | Tooling expenditures | (1.2 | ) | — | |||||||||||||||
Purchase of businesses, net of cash received | — | (619.6 | ) | Other, net | (1.3 | ) | 4.6 | |||||||||||||||
Increased investment in majority-owned subsidiary | (7.3 | ) | — | |||||||||||||||||||
Proceeds from disposal of assets/business | — | 40.0 | Cash used for investing activities | (32.4 | ) | (37.3 | ) | |||||||||||||||
Other, net | 14.1 | (8.1 | ) | |||||||||||||||||||
Cash used for investing activities | (86.2 | ) | (673.3 | ) | ||||||||||||||||||
Cash flows from financing activities: | Cash flows from financing activities: | Cash flows from financing activities: | ||||||||||||||||||||
Increase in bank borrowings and revolver | 167.4 | 585.8 | ||||||||||||||||||||
Proceeds (payments) from accounts receivable securitization | (25.0 | ) | 76.8 | Increase in bank borrowings and revolver | 73.1 | 159.9 | ||||||||||||||||
Stock options exercised | — | 0.1 | Proceeds from accounts receivable securitization | 47.6 | 12.0 | |||||||||||||||||
Fees paid to issue long term debt | — | (15.0 | ) | Financing fees | (2.3 | ) | — | |||||||||||||||
Cash provided by financing activities | 142.4 | 647.7 | Cash provided by financing activities | 118.4 | 171.9 | |||||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | Effect of exchange rate changes on cash and cash equivalents | 1.6 | (3.9 | ) | Effect of exchange rate changes on cash and cash equivalents | (1.7 | ) | (1.4 | ) | |||||||||||||
Decrease in cash and cash equivalents | (9.3 | ) | (10.4 | ) | Increase in cash and cash equivalents | 28.9 | 14.5 | |||||||||||||||
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 | ||||||||||||||||
Cash and cash equivalents at end of period | Cash and cash equivalents at end of period | $ | 16.6 | $ | 40.9 | Cash and cash equivalents at end of period | $ | 28.9 | $ | 40.4 | ||||||||||||
Supplemental data: | Supplemental data: | Supplemental data: | ||||||||||||||||||||
Cash paid for interest | $ | 86.2 | $ | 66.7 | Cash paid for interest | $ | 22.0 | $ | 22.8 | |||||||||||||
Cash paid for income taxes | $ | 5.5 | $ | 9.6 | Cash paid for income taxes | $ | 0.4 | $ | 1.0 |
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 July 31, 2000April 30, 2001 and January 31, 2000,2001, and the results of its operations for the three and six months ended July 31,April 30, 2001, and 2000 and 1999 and cash flows for the sixthree months ended July 31, 2000,April 30, 2001, and 1999.2000. 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, 2000.2001. Results for interim periods are not necessarily indicative of those to be expected for the year.
(2) Summary of New Accounting PronouncementsDerivative Financial Instruments
In June 1998, June 1999 and June 2000, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities”, SFAS 137, “Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 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 or as part of accumulated other comprehensive income, 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 adoptingadopted this standard in its fiscal yearon February 1, 2001 and doesadoption did not at this time, anticipatehave a material impact on the Company’s financial position or results of operations when adopted.
(3) Inventoriesoperations.
The major classesCompany has significant investments in foreign subsidiaries. The majority of inventorythese investments are in Europe wherein the Euro is the functional currency. As a result, the Company is exposed to fluctuations in exchange rates between the Euro and the U.S. Dollar. To reduce this exposure, the Company has entered into cross-currency interest rate swap agreements and forward currency hedges having an aggregate notional amount of $281.0 million. The Company has designated these swap agreements as follows:
July 31, | January 31, | ||||||||
2000 | 2000 | ||||||||
Raw materials | $ | 79.3 | $ | 62.3 | |||||
Work-in-process | 57.3 | 55.9 | |||||||
Finished goods | 74.8 | 57.4 | |||||||
Total | $ | 211.4 | $ | 175.6 | |||||
The Company records the gain or loss on the derivative financial instruments designated as hedges of the foreign currency exposure of its net investment in foreign operations as currency translation adjustments in Accumulated Other Comprehensive Loss to the extent the hedges are effective. The gain or loss on the hedging instruments offset the change in currency translation adjustments resulting from translating the foreign operations’ financial statements from their respective functional currency to the Dollar. In the first quarter of fiscal 2001, the Company recorded a gain of $21.0 million on the instruments designated as hedges in Accumulated Other Comprehensive Loss. As these derivative financial instruments were accounted for as qualifying hedges prior to adoption of SFAS No. 133, no transition adjustment was recorded at the date of adoption.
6
Notes to Consolidated Financial Statements — (Continued)
(3) Inventories
The major classes of inventory are as follows:
April 30, | January 31, | ||||||||
2001 | 2001 | ||||||||
Raw materials | $ | 61.6 | $ | 68.3 | |||||
Work-in-process | 61.8 | 60.5 | |||||||
Finished goods | 68.5 | 72.4 | |||||||
Total | $ | 191.9 | $ | 201.2 | |||||
(4) Property, plant and equipment
The major classes of property, plant and equipment are as follows:
July 31, | January 31, | April 30, | January 31, | |||||||||||||||
2000 | 2000 | 2001 | 2001 | |||||||||||||||
Land | Land | $ | 30.0 | $ | 30.1 | Land | $ | 30.3 | $ | 31.2 | ||||||||
Buildings | Buildings | 265.5 | 265.5 | Buildings | 248.6 | 259.3 | ||||||||||||
Machinery and equipment | Machinery and equipment | 1,206.4 | 1,151.6 | Machinery and equipment | 1,171.1 | 1,164.7 | ||||||||||||
1,501.9 | 1,447.2 | 1,450.0 | 1,455.2 | |||||||||||||||
Accumulated depreciation | Accumulated depreciation | (314.5 | ) | (268.8 | ) | Accumulated depreciation | (334.9 | ) | (316.2 | ) | ||||||||
Net property, plant and equipment | $ | 1,187.4 | $ | 1,178.4 | Net property, plant and equipment | $ | 1,115.1 | $ | 1,139.0 | |||||||||
(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 six months ended July 31,April 30, 2001 and 2000, and 1999, were as follows:
2001 | 2000 | |||||||||||||||||||||||||
Three Months | Six Months | |||||||||||||||||||||||||
Ended | Ended | |||||||||||||||||||||||||
2000 | 1999 | 2000 | 1999 | |||||||||||||||||||||||
Weighted average shares outstanding | 30,357 | 30,337 | 30,357 | 30,330 | ||||||||||||||||||||||
Basic weighted average shares outstanding | Basic weighted average shares outstanding | 28,455 | 30,356 | |||||||||||||||||||||||
Dilutive effect of options and warrants | Dilutive effect of options and warrants | 89 | 1,882 | 218 | 1,647 | Dilutive effect of options and warrants | — | 520 | ||||||||||||||||||
Diluted shares outstanding | 30,446 | 32,219 | 30,575 | 31,977 | Diluted weighted average shares outstanding | 28,455 | 30,876 | |||||||||||||||||||
(6) Comprehensive Income
SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive 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.
7
Notes to Consolidated Financial Statements — (Continued)
(6) Comprehensive Income — (Continued)
The components of comprehensive income (loss) for the sixthree months ended July 31,April 30, 2001 and 2000 and 1999 are as follows:
2000 | 1999 | 2001 | 2000 | |||||||||||||||
Net Income | $ | 22.2 | $ | 29.6 | ||||||||||||||
Net Income (loss) | Net Income (loss) | $ | (7.6 | ) | $ | 15.7 | ||||||||||||
Change in fair value of net investment hedges | Change in fair value of net investment hedges | 21.0 | 4.5 | |||||||||||||||
Cumulative translation adjustments | Cumulative translation adjustments | 5.1 | (50.2 | ) | Cumulative translation adjustments | (27.1 | ) | (16.9 | ) | |||||||||
Total comprehensive income (loss) | $ | 27.3 | $ | (20.6 | ) | Total comprehensive income (loss) | $ | (13.7 | ) | $ | 3.3 | |||||||
(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 sixthree months ended July 31:April 30:
Revenue | Net Income | Total Assets | Revenue | Net Income (loss) | Total Assets | |||||||||||||||||||||||||||||||||||||||||||||
2000 | 1999 | 2000 | 1999 | 2000 | 1999 | 2001 | 2000 | 2001 | 2000 | 2001 | 2000 | |||||||||||||||||||||||||||||||||||||||
Automotive wheels | Automotive wheels | $ | 702.1 | $ | 648.3 | $ | 22.7 | $ | 23.8 | $ | 1,465.6 | $ | 1,401.5 | Automotive wheels | $ | 322.1 | $ | 364.0 | $ | 2.7 | $ | 13.8 | $ | 1,418.0 | $ | 1,497.8 | ||||||||||||||||||||||||
Cast components | Cast components | 343.5 | 366.9 | 2.3 | 5.0 | 979.3 | 896.3 | Cast components | 175.6 | 179.8 | (3.0 | ) | 2.2 | 998.7 | 982.2 | |||||||||||||||||||||||||||||||||||
Other | Other | 92.0 | 117.1 | (2.8 | ) | 0.8 | 369.4 | 387.8 | Other | 43.7 | 51.0 | (7.3 | ) | (0.3 | ) | 384.8 | 331.1 | |||||||||||||||||||||||||||||||||
Total | $ | 1,137.6 | $ | 1,132.3 | $ | 22.2 | $ | 29.6 | $ | 2,814.3 | $ | 2,685.6 | Total | $ | 541.4 | $ | 594.8 | $ | (7.6 | ) | $ | 15.7 | $ | 2,801.5 | $ | 2,811.1 | ||||||||||||||||||||||||
(9) Reclassifications
Certain prior period amounts have been reclassified to conform to the current year presentation.
(10) Non-Recurring Charges
During the third quarter of fiscal 2000, the company recorded a non-recurring charge of $87.8 million related to restructuring activities initiated in response to continued softening in the heavy truck and light vehicle markets. Of the $87.8 million, $64.4 million was for long-lived asset impairment relating principally to excess and obsolete machinery and equipment removed from service due to the aforementioned softening market conditions. Inventory and other current asset write-offs totaling $10.1 were recorded to reduce the carrying value of excess and obsolete inventory, customer tooling and accounts receivable. Other asset write-offs, including an investment in a joint venture, totaled $6.6 million.
8
Notes to Consolidated Financial Statements — (Continued)
In addition, as a result of the market conditions and resulting restructuring initiative, the Company implemented a workforce reduction program. A charge of $6.7 million was recorded in the third quarter of fiscal 2000, which relates to 387 employees and is expected to be paid in the ensuing 12-18 months. At April 30, 2001 and January 31, 2001, $4.7 million and $5.0 million, respectively, was unpaid and is included in accrued liabilities in the Consolidated Balance Sheet.
(11) Bank Borrowings and Long-Term Debt
In April 1998, the Company entered into a three-year trade securitization agreement pursuant to which the Company and certain of its subsidiaries sold, and continued 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 continued to transfer substantially all of their U.S. dollar denominated trade accounts receivable to Funding Co. Funding Co. then sold and continued to 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 April 30, 2001 total $119.2 million.
This trade securitization agreement expired on May 1, 2001. At that time, the Company financed the amount of receivables sold totaling $119.2 million with its revolving credit facility. On May 10, 2001, the Company signed a commitment letter for a replacement trade securitization program and is currently in the process of reviewing the proposed arrangement.
(12) Guarantor and Nonguarantor Financial Statements
The Company’s senior subordinated notes are guaranteed by certain of the Company’s domestic subsidiaries. Certain other domestic subsidiaries and the foreign subsidiaries (the “Non-Guarantor Subsidiaries”) do not guarantee the senior subordinated notes.
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 |
Investments in foreign subsidiariesThe condensed consolidating financial statements are accounted for by the parentpresented on the equity method. Under this method, (domesticthe investments in subsidiaries are accountedrecorded at cost and adjusted for by the parent on the cost method) for purposesCompany’s share of the consolidating presentation.subsidiaries’ cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.
8
Notes to Consolidated Financial Statements — (Continued)
Condensed Consolidating Statements of Operations
Guarantor | Nonguarantor | Consolidated | |||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Total | |||||||||||||||||
Net sales | $ | 163.7 | $ | 346.8 | $ | 638.7 | $ | (11.6 | ) | $ | 1,137.6 | ||||||||||
Cost of goods sold | 132.5 | 298.7 | 531.7 | (11.6 | ) | 951.3 | |||||||||||||||
Gross profit | 31.2 | 48.1 | 107.0 | — | 186.3 | ||||||||||||||||
Marketing, general and Administration | 2.9 | 12.0 | 33.6 | — | 48.5 | ||||||||||||||||
Engineering and product development | 0.9 | 3.9 | 4.6 | — | 9.4 | ||||||||||||||||
Amortization of intangibles | 0.5 | 4.1 | 9.7 | — | 14.3 | ||||||||||||||||
Other expense (income), net | (0.1 | ) | 0.2 | (5.0 | ) | — | (4.9 | ) | |||||||||||||
Equity in earnings of unconsolidated subsidiaries | (0.3 | ) | (0.2 | ) | — | — | (0.5 | ) | |||||||||||||
Earnings from operations | 27.3 | 28.1 | 64.1 | — | 119.5 | ||||||||||||||||
Interest expense, net | 12.5 | 28.5 | 37.8 | — | 78.8 | ||||||||||||||||
Earnings (loss) before taxes on income, and minority interest | 14.8 | (0.4 | ) | 26.3 | — | 40.7 | |||||||||||||||
Income tax provision | 3.3 | 2.1 | 11.7 | — | 17.1 | ||||||||||||||||
Earnings (loss) before minority interest | 11.5 | (2.5 | ) | 14.6 | — | 23.6 | |||||||||||||||
Minority interest | — | — | 1.4 | — | 1.4 | ||||||||||||||||
Net income (loss) | $ | 11.5 | $ | (2.5 | ) | $ | 13.2 | $ | — | $ | 22.2 | ||||||||||
Condensed Consolidating Statements of Operations
Guarantor | Nonguarantor | Consolidated | |||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Total | |||||||||||||||||
Net sales | $ | 165.6 | $ | 359.4 | $ | 608.8 | $ | (1.5 | ) | $ | 1,132.3 | ||||||||||
Cost of goods sold | 140.2 | 298.8 | 494.6 | (1.5 | ) | 932.1 | |||||||||||||||
Gross profit | 25.4 | 60.6 | 114.2 | — | 200.2 | ||||||||||||||||
Marketing, general and Administration | 3.0 | 11.7 | 34.2 | — | 48.9 | ||||||||||||||||
Engineering and product development | 2.8 | 3.4 | 5.0 | — | 11.2 | ||||||||||||||||
Amortization of intangibles | 0.8 | 4.0 | 9.0 | — | 13.8 | ||||||||||||||||
Other income, net | (3.0 | ) | (1.6 | ) | (0.2 | ) | — | (4.8 | ) | ||||||||||||
Equity in earnings of unconsolidated subsidiaries | (0.3 | ) | — | — | — | (0.3 | ) | ||||||||||||||
Earnings from operations | 22.1 | 43.1 | 66.2 | — | 131.4 | ||||||||||||||||
Interest expense, net | 15.3 | 27.6 | 35.1 | — | 78.0 | ||||||||||||||||
Earnings before taxes on income, and minority interest | 6.8 | 15.5 | 31.1 | — | 53.4 | ||||||||||||||||
Income tax provision (benefit) | (0.2 | ) | 6.1 | 17.0 | — | 22.9 | |||||||||||||||
Earnings before minority interest | 7.0 | 9.4 | 14.1 | — | 30.5 | ||||||||||||||||
Minority interest | — | 0.2 | 0.7 | — | 0.9 | ||||||||||||||||
Net income | $ | 7.0 | $ | 9.2 | $ | 13.4 | $ | — | $ | 29.6 | |||||||||||
9
Notes to Consolidated Financial Statements — (Continued)
(12) Guarantor and Nonguarantor Financial Statements — (Continued)
Condensed Consolidating Balance SheetStatements of Operations
Guarantor | Nonguarantor | Consolidated | |||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Total | |||||||||||||||||
Net sales | $ | 74.2 | $ | 134.5 | $ | 337.0 | $ | (4.3 | ) | $ | 541.4 | ||||||||||
Cost of goods sold | 61.4 | 126.6 | 285.8 | (4.3 | ) | 469.5 | |||||||||||||||
Gross profit | 12.8 | 7.9 | 51.2 | — | 71.9 | ||||||||||||||||
Marketing, general and administration | 3.1 | 6.6 | 15.4 | — | 25.1 | ||||||||||||||||
Engineering and product development | 0.8 | 2.0 | 3.1 | — | 5.9 | ||||||||||||||||
Amortization of intangibles | 0.3 | 2.0 | 4.7 | — | 7.0 | ||||||||||||||||
Other income, net | (0.1 | ) | — | (0.1 | ) | — | (0.2 | ) | |||||||||||||
Equity in (earnings) loss of subsidiaries | 6.7 | — | (0.1 | ) | (6.2 | ) | 0.4 | ||||||||||||||
Earnings (loss) from operations | 2.0 | (2.7 | ) | 28.2 | 6.2 | 33.7 | |||||||||||||||
Interest expense, net | 14.8 | 10.9 | 19.9 | — | 45.6 | ||||||||||||||||
Earnings (loss) before taxes on income, and minority interest | (12.8 | ) | (13.6 | ) | 8.3 | 6.2 | (11.9 | ) | |||||||||||||
Income tax (benefit) provision | (5.2 | ) | (2.6 | ) | 2.7 | — | (5.1 | ) | |||||||||||||
Earnings (loss) before minority interest | (7.6 | ) | (11.0 | ) | 5.6 | 6.2 | (6.8 | ) | |||||||||||||
Minority interest | — | — | 0.8 | — | 0.8 | ||||||||||||||||
Net income (loss) | $ | (7.6 | ) | $ | (11.0 | ) | $ | 4.8 | $ | 6.2 | $ | (7.6 | ) | ||||||||
Condensed Consolidating Statements of July 31,Operations
Guarantor | Nonguarantor | Consolidated | |||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Total | |||||||||||||||||
Cash and cash equivalents | $ | 7.6 | $ | 0.2 | $ | 8.8 | $ | — | $ | 16.6 | |||||||||||
Receivables | 24.8 | 12.4 | 166.6 | — | 203.8 | ||||||||||||||||
Inventories | 36.2 | 60.2 | 115.0 | — | 211.4 | ||||||||||||||||
Prepaid expenses and other | 3.1 | 5.9 | 15.9 | (10.8 | ) | 14.1 | |||||||||||||||
Total current assets | 71.7 | 78.7 | 306.3 | (10.8 | ) | 445.9 | |||||||||||||||
Property, plant and equipment, net | 160.9 | 337.8 | 688.7 | — | 1,187.4 | ||||||||||||||||
Goodwill and other assets | 1,470.9 | 302.9 | 669.9 | (1,262.7 | ) | 1,181.0 | |||||||||||||||
Total assets | $ | 1,703.5 | $ | 719.4 | $ | 1,664.9 | $ | (1,273.5 | ) | $ | 2,814.3 | ||||||||||
Bank borrowings | $ | — | $ | — | $ | 77.8 | $ | — | $ | 77.8 | |||||||||||
Current portion of long-term debt | 60.7 | — | 9.3 | — | 70.0 | ||||||||||||||||
Accounts payable and accrued liabilities | 81.9 | 89.7 | 298.8 | (1.4 | ) | 469.0 | |||||||||||||||
Total current liabilities | 142.6 | 89.7 | 385.9 | (1.4 | ) | 616.8 | |||||||||||||||
Long-term debt, net of current portion | 1,431.3 | — | 108.0 | — | 1,539.3 | ||||||||||||||||
Deferred income taxes | 18.4 | 28.5 | 68.1 | — | 115.0 | ||||||||||||||||
Pension and other long-term liabilities | 79.1 | 53.9 | 155.9 | — | 288.9 | ||||||||||||||||
Minority interest | — | — | 8.0 | — | 8.0 | ||||||||||||||||
Parent loans | (197.3 | ) | 316.4 | (106.4 | ) | (12.7 | ) | — | |||||||||||||
Total liabilities | 1,474.1 | 488.5 | 619.5 | (14.1 | ) | 2,568.0 | |||||||||||||||
Common stock | 0.3 | — | — | — | 0.3 | ||||||||||||||||
Additional paid-in capital | 251.9 | 108.7 | 1,005.9 | (1,129.4 | ) | 237.1 | |||||||||||||||
Retained earnings (accumulated deficit) | (49.5 | ) | 122.2 | 137.6 | (130.0 | ) | 80.3 | ||||||||||||||
Accumulated other comprehensive income (loss) | 26.7 | — | (98.1 | ) | — | (71.4 | ) | ||||||||||||||
Total stockholders’ equity | 229.4 | 230.9 | 1,045.4 | (1,259.4 | ) | 246.3 | |||||||||||||||
Total liabilities and stockholder’s equity | $ | 1,703.5 | $ | 719.4 | $ | 1,664.9 | $ | (1,273.5 | ) | $ | 2,814.3 | ||||||||||
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 | ||||||||||||||||
Other expense (income), net | — | 0.1 | (2.5 | ) | — | (2.4 | ) | ||||||||||||||
Equity in (earnings) loss of subsidiaries | (9.5 | ) | (0.1 | ) | — | 8.5 | (1.1 | ) | |||||||||||||
Earnings (loss) from operations | 23.5 | 18.3 | 34.2 | (8.5 | ) | 67.5 | |||||||||||||||
Interest expense, net | 5.9 | 14.5 | 18.4 | — | 38.8 | ||||||||||||||||
Earnings (loss) before taxes on income, and minority interest | 17.6 | 3.8 | 15.8 | (8.5 | ) | 28.7 | |||||||||||||||
Income tax provision | 1.9 | 3.2 | 7.0 | — | 12.1 | ||||||||||||||||
Earnings (loss) before minority interest | 15.7 | 0.6 | 8.8 | (8.5 | ) | 16.6 | |||||||||||||||
Minority interest | — | — | 0.9 | — | 0.9 | ||||||||||||||||
Net income (loss) | $ | 15.7 | $ | 0.6 | $ | 7.9 | $ | (8.5 | ) | $ | 15.7 | ||||||||||
10
Notes to Consolidated Financial Statements — (Continued)
(10)
Condensed Consolidating Balance SheetSheets
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 | $ | 2.8 | $ | 0.2 | $ | 25.9 | $ | — | $ | 28.9 | ||||||||||||||||||||
Receivables | Receivables | 34.1 | 4.2 | 150.4 | — | 188.7 | Receivables | 64.9 | 10.9 | 190.5 | — | 266.3 | ||||||||||||||||||||||||||||||
Inventories | Inventories | 38.0 | 46.1 | 91.5 | — | 175.6 | Inventories | 30.6 | 43.3 | 118.0 | — | 191.9 | ||||||||||||||||||||||||||||||
Deferred tax assets | Deferred tax assets | 5.0 | 6.4 | 31.0 | — | 42.4 | ||||||||||||||||||||||||||||||||||||
Prepaid expenses and other | Prepaid expenses and other | 0.9 | 4.0 | 21.9 | (17.4 | ) | 9.4 | Prepaid expenses and other | 3.4 | 12.6 | 7.9 | (2.7 | ) | 21.2 | ||||||||||||||||||||||||||||
Total current assets | 79.8 | 54.4 | 282.8 | (17.4 | ) | 399.6 | Total current assets | 106.7 | 73.4 | 373.3 | (2.7 | ) | 550.7 | |||||||||||||||||||||||||||||
Property, plant and equipment, net | 158.3 | 339.1 | 681.0 | — | 1,178.4 | |||||||||||||||||||||||||||||||||||||
Net property, plant and equipment | Net property, plant and equipment | 147.5 | 274.1 | 693.5 | — | 1,115.1 | ||||||||||||||||||||||||||||||||||||
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 | 1,413.6 | 301.6 | 691.5 | (1,271.0 | ) | 1,135.7 | ||||||||||||||||||||||||||||
Total assets | $ | 1,702.1 | $ | 698.3 | $ | 1,658.1 | $ | (1,281.7 | ) | $ | 2,776.8 | Total assets | $ | 1,667.8 | $ | 649.1 | $ | 1,758.3 | $ | (1,273.7 | ) | $ | 2,801.5 | |||||||||||||||||||
Bank borrowings | Bank borrowings | $ | — | $ | — | $ | 73.6 | $ | — | $ | 73.6 | Bank borrowings | $ | — | $ | — | $ | 81.9 | $ | — | $ | 81.9 | ||||||||||||||||||||
Current portion of long-term debt | Current portion of long-term debt | 57.9 | — | 11.7 | — | 69.6 | Current portion of long-term debt | 77.3 | — | 14.1 | — | 91.4 | ||||||||||||||||||||||||||||||
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 | 73.0 | 72.1 | 297.3 | (4.8 | ) | 437.6 | ||||||||||||||||||||||||||||
Total current liabilities | 184.8 | 154.1 | 411.4 | (23.2 | ) | 727.1 | Total current liabilities | 150.3 | 72.1 | 393.3 | (4.8 | ) | 610.9 | |||||||||||||||||||||||||||||
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 | 1,583.7 | — | 87.5 | — | 1,671.2 | ||||||||||||||||||||||||||||||
Pension and other long-term liabilities | Pension and other long-term liabilities | 68.6 | 52.2 | 146.1 | — | 266.9 | ||||||||||||||||||||||||||||||||||||
Deferred income taxes | Deferred income taxes | 18.5 | 28.5 | 68.6 | — | 115.6 | Deferred income taxes | — | — | 100.2 | — | 100.2 | ||||||||||||||||||||||||||||||
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 | — | — | 10.6 | — | 10.6 | ||||||||||||||||||||||||||||||
Parent loans | Parent loans | (61.9 | ) | 225.2 | (166.7 | ) | 3.4 | — | Parent loans | (276.5 | ) | 350.3 | (75.1 | ) | 1.3 | — | ||||||||||||||||||||||||||
Total liabilities | 1,510.9 | 464.9 | 604.4 | (22.3 | ) | 2,557.9 | Total liabilities | 1,526.1 | 474.6 | 662.6 | (3.5 | ) | 2,659.8 | |||||||||||||||||||||||||||||
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 | 237.1 | 120.8 | 1,061.0 | (1,181.8 | ) | 237.1 | ||||||||||||||||||||||||||||
Retained earnings (accumulated deficit) | Retained earnings (accumulated deficit) | (61.1 | ) | 124.7 | 124.4 | (130.0 | ) | 58.0 | Retained earnings (accumulated deficit) | 8.6 | 53.7 | 160.5 | (214.2 | ) | 8.6 | |||||||||||||||||||||||||||
Common stock in treasury at cost, 1,901,450 shares | Common stock in treasury at cost, 1,901,450 shares | (26.3 | ) | — | — | — | (26.3 | ) | ||||||||||||||||||||||||||||||||||
Accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) | 0.1 | — | (76.6 | ) | — | (76.5 | ) | Accumulated other comprehensive income (loss) | (78.0 | ) | — | (125.8 | ) | 125.8 | (78.0 | ) | |||||||||||||||||||||||||
Total stockholders’ equity | 191.2 | 233.4 | 1,053.7 | (1,259.4 | ) | 218.9 | Total stockholders’ equity | 141.7 | 174.5 | 1,095.7 | (1,270.2 | ) | 141.7 | |||||||||||||||||||||||||||||
Total liabilities and stockholder’s equity | $ | 1,702.1 | $ | 698.3 | $ | 1,658.1 | $ | (1,281.7 | ) | $ | 2,776.8 | Total liabilities and stockholders’ equity | $ | 1,667.8 | $ | 649.1 | $ | 1,758.3 | $ | (1,273.7 | ) | $ | 2,801.5 | |||||||||||||||||||
11
Notes to Consolidated Financial Statements — (Continued)
(10)
Condensed Consolidating Statement of Cash FlowsBalance Sheet
Guarantor | Nonguarantor | Consolidated | ||||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Total | ||||||||||||||||||
Cash flows provided by (used in) operating activities | $ | 10.2 | $ | (70.3 | ) | $ | (7.0 | ) | $ | — | $ | (67.1 | ) | |||||||||
Cash flows from investing activities: | ||||||||||||||||||||||
Acquisition of property, plant and equipment | (6.4 | ) | (13.8 | ) | (72.8 | ) | — | (93.0 | ) | |||||||||||||
Increased investment in majority-owned subsidiary | — | — | (7.3 | ) | — | (7.3 | ) | |||||||||||||||
Other, net | 12.7 | (6.9 | ) | 8.3 | — | 14.1 | ||||||||||||||||
Cash provided by (used in) investing activities | 6.3 | (20.7 | ) | (71.8 | ) | — | (86.2 | ) | ||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||
Net change in bank borrowings and revolver | 145.0 | — | 22.4 | — | 167.4 | |||||||||||||||||
Net proceeds from accounts receivable securitization | (25.0 | ) | — | — | — | (25.0 | ) | |||||||||||||||
Cash provided by financing activities | 120.0 | — | 22.4 | — | 142.4 | |||||||||||||||||
Increase (decrease) in parent loans and advances | (135.7 | ) | 91.1 | 44.6 | — | — | ||||||||||||||||
Effect of exchange rates of cash and cash equivalents | — | — | 1.6 | — | 1.6 | |||||||||||||||||
Net increase (decrease) in cash and cash equivalents | 0.8 | 0.1 | (10.2 | ) | — | (9.3 | ) | |||||||||||||||
Cash and cash equivalents at beginning of period | 6.8 | 0.1 | 19.0 | — | 25.9 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 7.6 | $ | 0.2 | $ | 8.8 | $ | — | $ | 16.6 | ||||||||||||
Guarantor | Nonguarantor | Consolidated | |||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Total | |||||||||||||||||
Cash and cash equivalents | $ | (19.3 | ) | $ | 0.3 | $ | 19.0 | $ | — | $ | — | ||||||||||
Receivables | 100.3 | 8.8 | 161.0 | — | 270.1 | ||||||||||||||||
Inventories | 38.8 | 47.1 | 115.3 | — | 201.2 | ||||||||||||||||
Deferred tax assets | 5.0 | 6.4 | 32.4 | — | 43.8 | ||||||||||||||||
Prepaid expenses and other | 2.3 | 6.7 | 13.9 | (4.6 | ) | 18.3 | |||||||||||||||
Total current assets | 127.1 | 69.3 | 341.6 | (4.6 | ) | 533.4 | |||||||||||||||
Net property, plant and equipment | 148.3 | 279.1 | 711.6 | — | 1,139.0 | ||||||||||||||||
Goodwill and other assets | 1,428.4 | 301.3 | 715.3 | (1,306.3 | ) | 1,138.7 | |||||||||||||||
Total assets | $ | 1,703.8 | $ | 649.7 | $ | 1,768.5 | $ | (1,310.9 | ) | $ | 2,811.1 | ||||||||||
Bank borrowings | $ | — | $ | — | $ | 79.6 | $ | — | $ | 79.6 | |||||||||||
Current portion of long-term debt | 72.2 | — | 15.1 | — | 87.3 | ||||||||||||||||
Accounts payable and accrued liabilities | 68.3 | 100.9 | 310.8 | (3.3 | ) | 476.7 | |||||||||||||||
Total current liabilities | 140.5 | 100.9 | 405.5 | (3.3 | ) | 643.6 | |||||||||||||||
Long-term debt, net of current portion | 1,526.4 | — | 94.6 | — | 1,621.0 | ||||||||||||||||
Pension and other long-term liabilities | 67.0 | 53.1 | 158.2 | 278.3 | |||||||||||||||||
Deferred income taxes | — | — | 102.2 | — | 102.2 | ||||||||||||||||
Minority interest | — | — | 10.6 | — | 10.6 | ||||||||||||||||
Parent loans | (185.5 | ) | 310.2 | (120.3 | ) | (4.4 | ) | — | |||||||||||||
Total liabilities | 1,548.4 | 464.2 | 650.8 | (7.7 | ) | 2,655.7 | |||||||||||||||
Common stock | 0.3 | — | — | — | 0.3 | ||||||||||||||||
Additional paid-in capital | 237.1 | 120.8 | 1,061.0 | (1,181.8 | ) | 237.1 | |||||||||||||||
Retained earnings (accumulated deficit) | 16.2 | 64.7 | 155.7 | (220.4 | ) | 16.2 | |||||||||||||||
Common stock in treasury at cost, 1,901,450 shares | (26.3 | ) | — | — | — | (26.3 | ) | ||||||||||||||
Accumulated other comprehensive income (loss) | (71.9 | ) | — | (99.0 | ) | 99.0 | (71.9 | ) | |||||||||||||
Total stockholders’ equity | 155.4 | 185.5 | 1,117.7 | (1,303.2 | ) | 155.4 | |||||||||||||||
Total liabilities and stockholder’s equity | $ | 1,703.8 | $ | 649.7 | $ | 1,768.5 | $ | (1,310.9 | ) | $ | 2,811.1 | ||||||||||
12
Notes to Consolidated Financial Statements — (Continued)
(10)
Condensed Consolidating Statement of Cash Flows
Guarantor | Nonguarantor | Consolidated | Guarantor | Nonguarantor | Consolidated | |||||||||||||||||||||||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Total | Parent | Subsidiaries | Subsidiaries | Eliminations | Total | |||||||||||||||||||||||||||||||||||
Cash flows provided by (used in) operating activities | $ | (0.5 | ) | $ | (19.1 | ) | $ | 38.7 | $ | — | $ | 19.1 | ||||||||||||||||||||||||||||||||
Cash flows used for operating activities | Cash flows used for operating activities | $ | (0.2 | ) | $ | (38.0 | ) | $ | (17.2 | ) | $ | — | $ | (55.4 | ) | |||||||||||||||||||||||||||||
Cash flows from investing activities: | Cash flows from investing activities: | Cash flows from investing activities: | ||||||||||||||||||||||||||||||||||||||||||
Acquisition of property, plant and equipment | (16.7 | ) | (22.8 | ) | (39.9 | ) | — | (79.4 | ) | Acquisition of property, plant and equipment | (0.4 | ) | (1.2 | ) | (28.3 | ) | — | (29.9 | ) | |||||||||||||||||||||||||
Acquisition of tooling | (6.2 | ) | — | — | — | (6.2 | ) | Tooling expenditures | (0.6 | ) | (0.6 | ) | — | — | (1.2 | ) | ||||||||||||||||||||||||||||
Purchase of businesses, net of cash | (605.0 | ) | — | (14.6 | ) | — | (619.6 | ) | Other, net | (4.1 | ) | (0.4 | ) | 3.2 | — | (1.3 | ) | |||||||||||||||||||||||||||
Proceeds from sale of business | — | 2.6 | 37.4 | — | 40.0 | |||||||||||||||||||||||||||||||||||||||
Other, net | 20.9 | (7.2 | ) | (21.8 | ) | — | (8.1 | ) | Cash used for investing activities | (5.1 | ) | (2.2 | ) | (25.1 | ) | — | (32.4 | ) | ||||||||||||||||||||||||||
Cash used in investing activities | (607.0 | ) | (27.4 | ) | (38.9 | ) | — | (673.3 | ) | |||||||||||||||||||||||||||||||||||
Cash flows from financing activities: | Cash flows from financing activities: | Cash flows from financing activities: | ||||||||||||||||||||||||||||||||||||||||||
Net change in bank borrowings and revolver | 513.9 | — | 71.9 | — | 585.8 | |||||||||||||||||||||||||||||||||||||||
Fees paid to issue long term debt | (15.0 | ) | — | — | — | (15.0 | ) | Increase in bank borrowings and revolver | 67.3 | — | 5.8 | — | 73.1 | |||||||||||||||||||||||||||||||
Stock options exercised | 0.1 | — | — | — | 0.1 | Proceeds from accounts receivable securitization | 47.6 | — | — | — | 47.6 | |||||||||||||||||||||||||||||||||
Net proceeds from accounts receivable securitization | 76.8 | — | — | — | 76.8 | Financing fees | (2.3 | ) | — | — | — | (2.3 | ) | |||||||||||||||||||||||||||||||
Cash provided by financing activities | 575.8 | — | 71.9 | — | 647.7 | Cash provided by financing activities | 112.6 | — | 5.8 | — | 118.4 | |||||||||||||||||||||||||||||||||
Increase (decrease) in parent loans and advances | Increase (decrease) in parent loans and advances | 12.2 | 46.5 | (58.7 | ) | — | — | Increase (decrease) in parent loans and advances | (85.2 | ) | 40.1 | 45.1 | — | — | ||||||||||||||||||||||||||||||
Effect of exchange rates of cash and cash equivalents | Effect of exchange rates of cash and cash equivalents | — | — | (3.9 | ) | — | (3.9 | ) | Effect of exchange rates of cash and cash equivalents | — | — | (1.7 | ) | — | (1.7 | ) | ||||||||||||||||||||||||||||
Net increase (decrease) in cash and cash equivalents | (19.5 | ) | — | 9.1 | — | (10.4 | ) | Net increase (decrease) in cash and cash equivalents | 22.1 | (0.1 | ) | 6.9 | — | 28.9 | ||||||||||||||||||||||||||||||
Cash and cash equivalents at beginning of period | Cash and cash equivalents at beginning of period | 23.3 | 0.1 | 27.9 | — | 51.3 | Cash and cash equivalents at beginning of period | (19.3 | ) | 0.3 | 19.0 | — | — | |||||||||||||||||||||||||||||||
Cash and cash equivalents at end of period | Cash and cash equivalents at end of period | $ | 3.8 | $ | 0.1 | $ | 37.0 | $ | — | $ | 40.9 | Cash and cash equivalents at end of period | $ | 2.8 | $ | 0.2 | $ | 25.9 | $ | — | $ | 28.9 | ||||||||||||||||||||||
13
Notes to Consolidated Financial Statements — (Continued)
Condensed Consolidating Statement of Cash Flows
Guarantor | Nonguarantor | Consolidated | ||||||||||||||||||||
Parent | Subsidiaries | Subsidiaries | Eliminations | Total | ||||||||||||||||||
Cash flows used for operating activities | $ | (19.6 | ) | $ | (71.6 | ) | $ | (27.5 | ) | $ | — | $ | (118.7 | ) | ||||||||
Cash flows from investing activities: | ||||||||||||||||||||||
Acquisition of property, plant and equipment | (14.7 | ) | (5.8 | ) | (21.4 | ) | — | (41.9 | ) | |||||||||||||
Tooling expenditures | — | — | — | — | — | |||||||||||||||||
Other, net | (13.7 | ) | (0.3 | ) | 18.6 | — | 4.6 | |||||||||||||||
Cash used for investing activities | (28.4 | ) | (6.1 | ) | (2.8 | ) | — | (37.3 | ) | |||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||
Increase in bank borrowings and revolver | 137.5 | — | 22.4 | — | 159.9 | |||||||||||||||||
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 | |||||||||||
14
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Results of Operations
Three Months Ended July 31, 2000April 30, 2001 Compared to Three Months Ended July 31, 1999April 30, 2000
The Company’s net sales for the secondfirst quarter of fiscal 20002001 were $542.8$541.4 million, a decrease of 9.0% as compared to net sales of $544.4$594.8 million for the secondfirst quarter of fiscal 1999. Higher2000. The decrease in sales was primarily due to lower light vehicle and heavy truck production in North America, which was partially offset by higher volumes in the North American and European Wheel Groups were offset byGroup. In addition, lower sales in the North American Commercial Highway business due to softening market conditions. Additionally, sales were negatively impacted due toresulted from the Euro weakening against the Dollar by approximately 11%7.0% in the secondfirst quarter of fiscal 20002001 as compared to the secondfirst quarter of fiscal 1999.2000.
The Company’s gross profit margin for the secondfirst quarter of fiscal 20002001 decreased to $84.4$71.9 million or 15.5%13.3% of net sales as compared to $94.1$101.9 million or 17.3%17.1% of net sales for the secondfirst quarter of fiscal 1999.2000. The Company’s second quarterdecrease in gross profit margin was negatively impacted by the reductionas a percent of sales principally reflects lower light vehicle and heavy truck production in the North American Commercial Highway sales, the weakening Euro against the DollarAmerica and launch costs related to new model production start-up.higher energy costs.
Marketing, general and administrative expenses were consistent for the comparative quarters at $24.0increased to $25.1 million or 4.4%4.6% of net sales for the secondfirst quarter of fiscal 2000 as compared to $24.42001 from $24.5 million or 4.5%4.1% of net sales for the secondfirst quarter of fiscal 1999.2000. The increase as a percent of sales, principally reflects lower sales volumes in the first quarter of fiscal 2001 compared to the same period in fiscal 2000.
Engineering and product development costsexpenses were $3.2$5.9 million or 0.6%1.1% of net sales for the secondfirst quarter of fiscal 20002001 as compared to $5.0$6.2 million or 0.9%1.0% of net sales for the secondfirst quarter of fiscal 1999. This improvement principally reflects2000 reflecting the timing associated withof recovery of engineering and development costs from our customers.
Other income was $2.5$0.2 million for the secondfirst fiscal quarter of 2001 compared to $2.4 million in the first quarter of fiscal 2000. In the first quarter of fiscal 2000, a decrease of $1.6 million from $4.1 million for the same periodEuropean Wheel Group realized certain rebates and tooling sales not realized in fiscal 1999. In the second quarter of fiscal 1999, other income included gains on the sale of a joint venture interest and other assets.current period.
Equity in losses (earnings) of unconsolidated subsidiaries decreased $1.2$1.5 million to $0.6$0.4 million of losses for the secondfirst quarter of fiscal 20002001 as compared to $0.6$1.1 million of earnings for the same period in fiscal 1999. The majority of this2000. This decrease was due toreflects market conditions impacting the Company’s Mexico joint venture which is a 40% owned joint venture producing both steel and aluminum wheels forreduced sales volume and profit associated with the light vehicle marketCompany’s interest in North America.Reynolds-Lemmerz Industries, Canada.
Interest expense was $40.0 million for the second quarter of fiscal 2000, an increase of $1.5 million over $38.5 million for the same period of fiscal 1999. This increase was due primarily to the increase in interest rates.
Six Months Ended July 31, 2000 Compared to Six Months Ended July 31, 1999
The Company’s net sales for the first half of fiscal 2000 were $1,137.6 million, an increase of 0.5%, as compared to net sales of $1,132.3$45.6 million for the first halfquarter of fiscal 1999. This increase was due to higher sales in the North American and European Wheel Groups offset by lower sales in the North American Commercial Highway business due to softening marketing conditions and the weakening of the Euro against the Dollar by approximately 11%.
The Company’s gross profit for the first half of fiscal 2000 decreased to $186.3 million or 16.4% of net sales as2001 compared to $200.2 million or 17.7% of net sales for the first half of fiscal 1999. This decrease reflects the negative impact of soft market conditions in the North American Commercial Highway business and the devaluation of the Euro against the Dollar.
Engineering and product development costs were $9.4 million or 0.8% of net sales for the first half of fiscal 2000 as compared to $11.2 million or 1.0% of net sales for the first half of fiscal 1999. The improvement results principally from the timing of engineering and development cost recoveries.
14
Equity in earnings of unconsolidated subsidiaries was $0.5$38.8 million for the first halfquarter of fiscal 2000, a $0.2 million2000. This increase over the first half of fiscal 1999. The increase is due to earnings from the Company’s Mexico joint venture, which is a 40% owned joint venture producing both steelreflects higher outstanding borrowings and aluminum wheels for the light vehicle market in North America.increased interest rates.
Financial Condition, Liquidity and Capital Resources
The Company’s operations used $67.1$55.4 million in cash in the first halfquarter of fiscal 2000, an increase2001 compared to a use of $86.2$118.7 million overin the same periodfirst quarter of fiscal 1999.2000. This increase was due primarily to timing ofimprovement principally reflects lower inventory levels and supplier payments to suppliers and higher inventories.consistent with lower sales volumes.
Capital expenditures for the first six monthsquarter of fiscal 20002001 were $93.0$29.9 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 20002001 will be approximately $190.0$125.0 million relating primarily to new vehicle platforms, capacity increases worldwide to meet the growing demand for the Company’s products,and maintenance and cost reduction programs and the funding of new programs associated with the acquisition of CMI International, Inc.programs.
On February 3, 1999, the Company entered into a third amended and restated credit agreement (the “Third Amended and Restated(“the Credit Agreement”). 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 in substantially all of the properties and assets of the Company and its material domestic subsidiaries, now owned or 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 ourthe Company’s existing and future foreign subsidiaries. As of July 31, 2000April 30, 2001 there was $420$362.3 million outstanding under the
15
On July 12, 2000, the Company entered into a first amendment to the Credit Agreement. Pursuant to such first amendment, the Company was permitted to repurchase shares of its common stock and the limitation on capital expenditures was deleted. The changes in the first amendment have been superseded by subsequent amendments to the Credit Agreement. On December 8, 2000, the Company entered into a second amendment to the Credit Agreement. Pursuant to such second amendment, financial covenants regarding the leverage ratio, the interest coverage ratio and the fixed charge coverage ratio were modified and a financial covenant regarding the senior leverage ratio was added. In addition, an annual limit on capital expenditures was added, the stock repurchase authority was deleted, a cumulative limit on acquisitions was deleted and the interest rate was increased based on changes in the leverage ratio. On March 9, 2001, the Company entered into a third amendment to the Credit Agreement. Pursuant to such third amendment, financial covenants regarding the leverage ratio were amended and the interest rate was increased based on changes in the leverage ratio. On April 20, 2001, the Company entered into a fourth amendment to the Credit Agreement. Pursuant to such fourth amendment, financial covenants regarding the leverage ratio, the interest coverage ratio, the fixed charge coverage ratio and the senior leverage ratio were amended. In addition, certain limits on indebtedness under the revolving credit facility were deleted, the covenant on use of proceeds from asset sales was amended, the capital expenditure limits were amended and monthly reporting was added.
In April 1998, the Company entered into a three-year trade securitization agreement pursuant to which the Company and certain of its subsidiaries sold, and will continuecontinued 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 willcontinued to transfer substantially all of their U.S. dollar denominated trade accounts receivable to Funding Co. Funding Co. then sold and willcontinued to 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 April 30, 2001 total $119.2 million.
During the second quarter, the Board of Directors approved the repurchase of up to an aggregate of $30.0 million of the Company’s outstanding common stock. Through August 31, 2000,This trade securitization agreement expired on May 1, 2001. At that time, the Company has repurchased approximately 1.3financed the amount of receivables sold totaling $119.2 million shareswith its revolving credit facility. On May 10, 2001, the Company signed a commitment letter for a replacement trade securitization program and is currently in the process of its common stock for an aggregate purchase price of approximately $18.1 million.reviewing the proposed arrangement.
At July 31, 2000,April 30, 2001, management believes that the Company was in compliance with the various covenants under the amended agreements pursuant to which it has borrowed or may borrow money. Management expects that the Company will remain in compliance with these covenants in all material respects through the period ending July 31, 2001.April 30, 2002.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For the period ended July 31, 2000,April 30, 2001, 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, 2000.2001.
1516
None
None
None
The Company held its Annual Meeting of Stockholders on August 3, 2000. At the Annual Meeting, the following matters were proposed and voted upon by the Company’s stockholders (including the number of votes cast for, against or withheld, as well as the number of abstentions for each such matter):
Nominee | For | Withheld | ||||||
Anthony Grillo | 22,606,441 | 1,139,511 | ||||||
Horst Kukwa-Lemmerz | 23,326,642 | 419,310 | ||||||
Jeffrey Lightcap | 23,365,906 | 380,046 |
For: 23,341,109 Against: 376,911 Abstain: 27,932
For: 22,248,347 Against: 1,466,521 Abstain: 31,084
For: 23,684,902 Against: 36,817 Abstain: 24,233
There were no broker held non-voted shares represented at the Annual Meeting with respect to any of the foregoing matters.
None
16
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Number | Description | |||
(b) Reports on Form 8-K
During the fiscal quarter ended April 30, 2001, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission on March 9, 2001. |
17
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. | |
And Chief Accounting Officer |
September 13, 2000June 12, 2001
18
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