þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
95-2594729
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
26600 Telegraph Road, Suite 400
|
|
|
Southfield, Michigan
|
|
48033
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
TABLE OF CONTENTS
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
PART I
|
-
|
FINANCIAL INFORMATION
|
|
|
||
|
|
|
|
|
|
|
|
|
Item 1
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated
Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Comprehensive
Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
Item 2
|
-
|
|
||
|
|
|
|
|
|
|
|
|
Item 3
|
-
|
|
||
|
|
|
|
|
|
|
|
|
Item 4
|
-
|
|
||
|
|
|
|
|
|
|
PART II
|
-
|
OTHER INFORMATION
|
|
|
||
|
|
|
|
|
|
|
|
|
Item 1
|
-
|
|
||
|
|
|
|
|
|
|
|
|
Item 1A
|
-
|
|
||
|
|
|
|
|
|
|
|
|
Item 2
|
-
|
|
||
|
|
|
|
|
|
|
|
|
Item 6
|
-
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
|
June 26,
2016 |
|
June 28,
2015 |
|
June 26,
2016 |
|
June 28,
2015 |
||||||||
NET SALES
|
|
$
|
182,709
|
|
|
$
|
183,940
|
|
|
$
|
368,774
|
|
|
$
|
357,669
|
|
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of sales
|
|
153,012
|
|
|
162,455
|
|
|
311,332
|
|
|
323,089
|
|
||||
Restructuring costs (Note 3)
|
|
157
|
|
|
1,565
|
|
|
187
|
|
|
3,438
|
|
||||
|
|
153,169
|
|
|
164,020
|
|
|
311,519
|
|
|
326,527
|
|
||||
GROSS PROFIT
|
|
29,540
|
|
|
19,920
|
|
|
57,255
|
|
|
31,142
|
|
||||
Selling, general and administrative expenses
|
|
10,000
|
|
|
8,881
|
|
|
18,993
|
|
|
16,433
|
|
||||
INCOME FROM OPERATIONS
|
|
19,540
|
|
|
11,039
|
|
|
38,262
|
|
|
14,709
|
|
||||
Interest income, net
|
|
79
|
|
|
57
|
|
|
111
|
|
|
142
|
|
||||
Other expenses, net
|
|
(372
|
)
|
|
(362
|
)
|
|
(105
|
)
|
|
(544
|
)
|
||||
INCOME BEFORE INCOME TAXES
|
|
19,247
|
|
|
10,734
|
|
|
38,268
|
|
|
14,307
|
|
||||
Income tax provision
|
|
(6,082
|
)
|
|
(4,200
|
)
|
|
(10,640
|
)
|
|
(3,439
|
)
|
||||
NET INCOME
|
|
$
|
13,165
|
|
|
$
|
6,534
|
|
|
$
|
27,628
|
|
|
$
|
10,868
|
|
EARNINGS PER SHARE - BASIC
|
|
$
|
0.52
|
|
|
$
|
0.24
|
|
|
$
|
1.08
|
|
|
$
|
0.41
|
|
EARNINGS PER SHARE - DILUTED
|
|
$
|
0.52
|
|
|
$
|
0.24
|
|
|
$
|
1.08
|
|
|
$
|
0.40
|
|
DIVIDENDS DECLARED PER SHARE
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
$
|
0.36
|
|
|
$
|
0.36
|
|
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
June 26, 2016
|
|
June 28, 2015
|
|
June 26, 2016
|
|
June 28, 2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
13,165
|
|
|
$
|
6,534
|
|
|
$
|
27,628
|
|
|
$
|
10,868
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation loss, net of tax
|
(6,821
|
)
|
|
(2,311
|
)
|
|
(8,666
|
)
|
|
(6,036
|
)
|
||||
Change in unrecognized (losses) gains on derivative instruments:
|
|
|
|
|
|
|
|
||||||||
Change in fair value of derivatives
|
(6,734
|
)
|
|
(928
|
)
|
|
(5,416
|
)
|
|
(3,020
|
)
|
||||
Tax benefit (provision)
|
—
|
|
|
1,216
|
|
|
(266
|
)
|
|
2,210
|
|
||||
Change in unrecognized (losses) gains on derivative instruments, net of tax
|
(6,734
|
)
|
|
288
|
|
|
(5,682
|
)
|
|
(810
|
)
|
||||
Defined benefit pension plan:
|
|
|
|
|
|
|
|
||||||||
Actuarial gains on pension obligation, net of curtailments and amortization
|
84
|
|
|
134
|
|
|
168
|
|
|
268
|
|
||||
Tax provision
|
(30
|
)
|
|
(50
|
)
|
|
(62
|
)
|
|
(100
|
)
|
||||
Pension changes, net of tax
|
54
|
|
|
84
|
|
|
106
|
|
|
168
|
|
||||
Other comprehensive loss, net of tax
|
(13,501
|
)
|
|
(1,939
|
)
|
|
(14,242
|
)
|
|
(6,678
|
)
|
||||
Comprehensive (loss) income
|
$
|
(336
|
)
|
|
$
|
4,595
|
|
|
$
|
13,386
|
|
|
$
|
4,190
|
|
|
June 26, 2016
|
|
December 27, 2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
37,475
|
|
|
$
|
52,036
|
|
Short-term investments
|
750
|
|
|
950
|
|
||
Accounts receivable, net
|
112,366
|
|
|
112,588
|
|
||
Inventories
|
73,920
|
|
|
61,769
|
|
||
Income taxes receivable
|
610
|
|
|
1,104
|
|
||
Other current assets
|
25,674
|
|
|
14,476
|
|
||
Assets held for sale
|
2,897
|
|
|
2,897
|
|
||
Total current assets
|
253,692
|
|
|
245,820
|
|
||
Property, plant and equipment, net
|
223,871
|
|
|
234,646
|
|
||
Investment in unconsolidated affiliate
|
2,000
|
|
|
2,000
|
|
||
Non-current deferred income taxes, net
|
25,269
|
|
|
25,598
|
|
||
Other non-current assets
|
33,005
|
|
|
31,865
|
|
||
Total assets
|
$
|
537,837
|
|
|
$
|
539,929
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
20,982
|
|
|
$
|
20,913
|
|
Accrued expenses
|
44,664
|
|
|
46,214
|
|
||
Income taxes payable
|
3,585
|
|
|
6,735
|
|
||
Total current liabilities
|
69,231
|
|
|
73,862
|
|
||
|
|
|
|
||||
Non-current income tax liabilities
|
4,842
|
|
|
4,510
|
|
||
Non-current deferred income tax liabilities, net
|
7,417
|
|
|
8,094
|
|
||
Other non-current liabilities
|
48,189
|
|
|
39,551
|
|
||
Commitments and contingencies (Note 15)
|
—
|
|
|
—
|
|
||
Shareholders' equity:
|
|
|
|
|
|
||
Preferred stock, $0.01 par value
|
|
|
|
|
|
||
Authorized - 1,000,000 shares
|
|
|
|
|
|
||
Issued - none
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value
|
|
|
|
|
|
||
Authorized - 100,000,000 shares
|
|
|
|
|
|
||
Issued and outstanding - 25,425,691 shares
|
|
|
|
||||
(26,098,895 shares at December 27, 2015)
|
88,906
|
|
|
88,108
|
|
||
Accumulated other comprehensive loss
|
(115,955
|
)
|
|
(101,713
|
)
|
||
Retained earnings
|
435,207
|
|
|
427,517
|
|
||
Total shareholders' equity
|
408,158
|
|
|
413,912
|
|
||
Total liabilities and shareholders' equity
|
$
|
537,837
|
|
|
$
|
539,929
|
|
|
Twenty-six Weeks Ended
|
||||||
|
June 26, 2016
|
|
June 28, 2015
|
||||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
$
|
24,522
|
|
|
$
|
25,208
|
|
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Additions to property, plant and equipment
|
(17,692
|
)
|
|
(23,335
|
)
|
||
Proceeds from sales and maturities of investments
|
200
|
|
|
2,600
|
|
||
Proceeds from sale of property, plant and equipment
|
1
|
|
|
1,758
|
|
||
Other
|
—
|
|
|
315
|
|
||
NET CASH USED IN INVESTING ACTIVITIES
|
(17,491
|
)
|
|
(18,662
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Cash dividends paid
|
(9,232
|
)
|
|
(9,589
|
)
|
||
Cash paid for common stock repurchase
|
(13,098
|
)
|
|
(7,547
|
)
|
||
Proceeds from exercise of stock options
|
898
|
|
|
6,484
|
|
||
Excess tax benefits from exercise of stock options
|
—
|
|
|
6
|
|
||
NET CASH USED IN FINANCING ACTIVITIES
|
(21,432
|
)
|
|
(10,646
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
(160
|
)
|
|
(1,010
|
)
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(14,561
|
)
|
|
(5,110
|
)
|
||
|
|
|
|
||||
Cash and cash equivalents at the beginning of the period
|
52,036
|
|
|
62,451
|
|
||
|
|
|
|
||||
Cash and cash equivalents at the end of the period
|
$
|
37,475
|
|
|
$
|
57,341
|
|
|
Common Stock
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
|
|
|
|||||||||||||||||||
|
Number of Shares
|
|
Amount
|
|
Unrecognized (Losses) Gains on Derivative Instruments
|
|
Pension Obligations
|
|
Cumulative Translation Adjustment
|
|
Retained Earnings
|
|
Total
|
|||||||||||||
Balance at December 27, 2015
|
26,098,895
|
|
|
$
|
88,108
|
|
|
$
|
(9,289
|
)
|
|
$
|
(4,140
|
)
|
|
$
|
(88,284
|
)
|
|
$
|
427,517
|
|
|
$
|
413,912
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
27,628
|
|
|
27,628
|
|
|||||||||||
Change in unrecognized (losses) gains on derivative instruments, net of tax
|
|
|
|
|
(5,682
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,682
|
)
|
||||||||
Change in employee benefit plans, net of taxes
|
|
|
|
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|||||||||
Net foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
—
|
|
|
(8,666
|
)
|
|
—
|
|
|
(8,666
|
)
|
|||||||
Stock options exercised
|
48,908
|
|
|
898
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
898
|
|
|||||||
Restricted stock awards granted, net of forfeitures
|
1,557
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation expense
|
—
|
|
|
2,314
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,314
|
|
|||||||
Common stock repurchased
|
(723,669
|
)
|
|
(2,414
|
)
|
|
|
|
—
|
|
|
—
|
|
|
(10,684
|
)
|
|
(13,098
|
)
|
|||||||
Cash dividends declared ($0.36 per share)
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(9,254
|
)
|
|
(9,254
|
)
|
|||||||
Balance at June 26, 2016
|
25,425,691
|
|
|
$
|
88,906
|
|
|
$
|
(14,971
|
)
|
|
$
|
(4,034
|
)
|
|
$
|
(96,950
|
)
|
|
$
|
435,207
|
|
|
$
|
408,158
|
|
(Dollars in thousands)
|
Costs Incurred Through December 27, 2015
|
|
Costs Incurred During the Twenty-six Week Period Ended June 26, 2016
|
|
Costs Remaining
|
|
Total Expected Costs
|
|
Classification
|
||||||||
Accelerated and other depreciation of assets idled
|
$
|
7,006
|
|
|
$
|
156
|
|
|
$
|
619
|
|
|
$
|
7,781
|
|
|
Cost of sales, Restructuring costs
|
Severance costs
|
2,011
|
|
|
—
|
|
|
—
|
|
|
2,011
|
|
|
Cost of sales, Restructuring costs
|
||||
Equipment removal and impairment, inventory written-down, lease termination and other costs
|
5,424
|
|
|
31
|
|
|
347
|
|
|
5,802
|
|
|
Cost of sales, Restructuring costs
|
||||
|
$
|
14,441
|
|
|
$
|
187
|
|
|
$
|
966
|
|
|
$
|
15,594
|
|
|
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||
|
|
|
Quoted Prices
|
|
Significant Other
|
|
Significant
|
||||||||
|
|
|
in Active Markets
|
|
Observable
|
|
Unobservable
|
||||||||
|
|
|
for Identical Assets
|
|
Inputs
|
|
Inputs
|
||||||||
June 26, 2016
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
$
|
750
|
|
|
$
|
—
|
|
|
$
|
750
|
|
|
$
|
—
|
|
Cash surrender value
|
7,101
|
|
|
—
|
|
|
7,101
|
|
|
—
|
|
||||
Derivative contracts
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
||||
Total
|
$
|
7,872
|
|
|
$
|
—
|
|
|
$
|
7,872
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative contracts
|
$
|
20,123
|
|
|
$
|
—
|
|
|
$
|
20,123
|
|
|
$
|
—
|
|
Total
|
$
|
20,123
|
|
|
$
|
—
|
|
|
$
|
20,123
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||
|
|
|
Quoted Prices
|
|
Significant Other
|
|
Significant
|
||||||||
|
|
|
in Active Markets
|
|
Observable
|
|
Unobservable
|
||||||||
|
|
|
for Identical Assets
|
|
Inputs
|
|
Inputs
|
||||||||
December 27, 2015
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
$
|
950
|
|
|
$
|
—
|
|
|
$
|
950
|
|
|
$
|
—
|
|
Cash surrender value
|
6,923
|
|
|
—
|
|
|
6,923
|
|
|
—
|
|
||||
Derivative contracts
|
113
|
|
|
—
|
|
|
113
|
|
|
—
|
|
||||
Total
|
$
|
7,986
|
|
|
$
|
—
|
|
|
$
|
7,986
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative contracts
|
$
|
14,159
|
|
|
$
|
—
|
|
|
$
|
14,159
|
|
|
$
|
—
|
|
Total
|
$
|
14,159
|
|
|
$
|
—
|
|
|
$
|
14,159
|
|
|
$
|
—
|
|
|
June 26, 2016
|
|
December 27, 2015
|
||||||||||||||||||||
(Dollars in thousands)
|
Other Non-current Assets
|
|
Accrued Liabilities
|
|
Other Non-current Liabilities
|
|
Other Non-current Assets
|
|
Accrued Liabilities
|
|
Other Non-current Liabilities
|
||||||||||||
Foreign exchange forward contracts and collars designated as hedging instruments
|
$
|
21
|
|
|
$
|
10,466
|
|
|
$
|
9,657
|
|
|
$
|
113
|
|
|
$
|
9,629
|
|
|
$
|
4,530
|
|
Total derivative instruments
|
$
|
21
|
|
|
$
|
10,466
|
|
|
$
|
9,657
|
|
|
$
|
113
|
|
|
$
|
9,629
|
|
|
$
|
4,530
|
|
|
June 26, 2016
|
|
December 27, 2015
|
|||||||||||||
(Dollars in thousands)
|
|
U.S. Dollar Notional Amount
|
|
Fair Value
|
|
U.S. Dollar Notional Amount
|
|
Fair Value
|
||||||||
Foreign exchange forward contracts and collars designated as hedging instruments
|
|
$
|
152,914
|
|
|
$
|
20,102
|
|
|
$
|
162,590
|
|
|
$
|
14,046
|
|
Total derivative financial instruments
|
|
$
|
152,914
|
|
|
$
|
20,102
|
|
|
$
|
162,590
|
|
|
$
|
14,046
|
|
Twenty-six Week Period Ended June 26, 2016
|
|
Amount of Gain or (Loss) Recognized in AOCI on Derivatives (Effective Portion)
|
|
Amount of Pre-tax Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)
|
|
Amount of Pre-tax Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
||||||
(Dollars in thousands)
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts and collars
|
|
$
|
(5,682
|
)
|
|
$
|
(6,412
|
)
|
|
$
|
(74
|
)
|
Total
|
|
$
|
(5,682
|
)
|
|
$
|
(6,412
|
)
|
|
$
|
(74
|
)
|
(Dollars in thousands)
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
Net sales:
|
June 26,
2016 |
|
June 28,
2015 |
|
June 26,
2016 |
|
June 28,
2015 |
||||||||
U.S.
|
$
|
30,673
|
|
|
$
|
41,708
|
|
|
$
|
68,069
|
|
|
$
|
85,327
|
|
Mexico
|
152,036
|
|
|
142,232
|
|
|
300,705
|
|
|
272,342
|
|
||||
Consolidated net sales
|
$
|
182,709
|
|
|
$
|
183,940
|
|
|
$
|
368,774
|
|
|
$
|
357,669
|
|
Long Lived Assets
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||
Long-lived assets includes property, plant and equipment, net, by geographic location as follows:
|
|
|
|||||||||
Property, plant and equipment, net:
|
|
|
|
|
June 26,
2016 |
|
December 27,
2015 |
||||
U.S.
|
|
|
|
|
$
|
41,829
|
|
|
$
|
44,274
|
|
Mexico
|
|
|
|
|
182,042
|
|
|
190,372
|
|
||
Consolidated property, plant and equipment, net
|
|
|
|
|
$
|
223,871
|
|
|
$
|
234,646
|
|
(Dollars in thousands)
|
|
|
|
||||
|
June 26, 2016
|
|
December 27, 2015
|
||||
Raw materials
|
$
|
35,345
|
|
|
$
|
19,148
|
|
Work in process
|
17,011
|
|
|
21,063
|
|
||
Finished goods
|
21,564
|
|
|
21,558
|
|
||
Inventories
|
$
|
73,920
|
|
|
$
|
61,769
|
|
(Dollars in thousands)
|
|
|
|
||||
|
June 26, 2016
|
|
December 27, 2015
|
||||
Land and buildings
|
$
|
70,173
|
|
|
$
|
73,803
|
|
Machinery and equipment
|
486,234
|
|
|
486,612
|
|
||
Leasehold improvements and others
|
4,619
|
|
|
4,204
|
|
||
Construction in progress
|
20,146
|
|
|
20,455
|
|
||
|
581,172
|
|
|
585,074
|
|
||
Accumulated depreciation
|
(357,301
|
)
|
|
(350,428
|
)
|
||
Property, plant and equipment, net
|
$
|
223,871
|
|
|
$
|
234,646
|
|
(Dollars in Thousands)
|
|
June 26, 2016
|
|
December 27, 2015
|
||||
Unamortized Preproduction Costs
|
|
|
|
|
||||
Preproduction costs
|
|
$
|
76,788
|
|
|
$
|
73,095
|
|
Accumulated amortization
|
|
(61,601
|
)
|
|
(58,632
|
)
|
||
Net preproduction costs
|
|
$
|
15,187
|
|
|
$
|
14,463
|
|
|
|
|
|
|
||||
Deferred Tooling Revenues
|
|
|
|
|
||||
Accrued expenses
|
|
$
|
3,524
|
|
|
$
|
2,908
|
|
Other non-current liabilities
|
|
4,707
|
|
|
1,266
|
|
||
Total deferred tooling revenues
|
|
$
|
8,231
|
|
|
$
|
4,174
|
|
(Dollars in thousands, except per share amounts)
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
June 26,
2016 |
|
June 28,
2015 |
|
June 26,
2016 |
|
June 28,
2015 |
||||||||
Basic Income Per Share:
|
|
|
|
|
|
|
|
||||||||
Reported net income
|
$
|
13,165
|
|
|
$
|
6,534
|
|
|
$
|
27,628
|
|
|
$
|
10,868
|
|
Basic income per share
|
$
|
0.52
|
|
|
$
|
0.24
|
|
|
$
|
1.08
|
|
|
$
|
0.41
|
|
Weighted average shares outstanding - Basic
|
25,430
|
|
|
26,719
|
|
|
25,512
|
|
|
26,788
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted Income Per Share:
|
|
|
|
|
|
|
|
||||||||
Reported net income
|
$
|
13,165
|
|
|
$
|
6,534
|
|
|
$
|
27,628
|
|
|
$
|
10,868
|
|
Diluted income per share
|
$
|
0.52
|
|
|
$
|
0.24
|
|
|
$
|
1.08
|
|
|
$
|
0.40
|
|
Weighted average shares outstanding
|
25,430
|
|
|
26,719
|
|
|
25,512
|
|
|
26,788
|
|
||||
Weighted average dilutive stock options and restricted stock units
|
113
|
|
|
47
|
|
|
75
|
|
|
48
|
|
||||
Weighted average shares outstanding - Diluted
|
25,543
|
|
|
26,766
|
|
|
25,587
|
|
|
26,836
|
|
(Dollars in thousands)
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
June 26, 2016
|
|
June 28, 2015
|
|
June 26, 2016
|
|
June 28, 2015
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
22
|
|
Interest cost
|
304
|
|
|
307
|
|
|
608
|
|
|
615
|
|
||||
Net amortization
|
84
|
|
|
134
|
|
|
168
|
|
|
267
|
|
||||
Net periodic pension cost
|
$
|
388
|
|
|
$
|
452
|
|
|
$
|
776
|
|
|
$
|
904
|
|
•
|
40
% of the PSUs vest upon certain Return on Invested Capital targets for 2016 and 2015 units
|
•
|
40
% of the PSUs vest upon certain Cumulative EPS targets for 2016 units
|
•
|
40
% of the PSUs vest upon certain EBITDA margin targets for 2015 units
|
•
|
20
% of the PSUs vest upon certain market based Shareholder Return targets for 2016 and 2015 units.
|
•
|
26,841
time value based RSUs with a grant date fair value of
$22.82
per unit
|
•
|
32,051
time value based RSUs with a grant date fair value of
$18.72
per unit
|
•
|
20,629
time value based RSUs with a grant date fair value of
$25.45
per unit
|
•
|
42,946
PSUs with an initial grant date fair value of
$22.82
per unit
|
•
|
51,282
PSUs with an initial grant date fair value of
$18.72
per unit
|
•
|
10,736
market based PSUs with a grant date fair value of
$22.82
per unit
|
•
|
12,821
market based PSUs with a grant date fair value of
$18.72
per unit
|
•
|
44,503
time value based RSUs with a grant date fair value of
$18.78
per unit
|
•
|
82,770
PSUs with an initial grant date fair value of
$18.78
per unit
|
•
|
20,692
market based PSUs with a grant date fair value of
$24.81
per unit.
|
(Dollars in thousands)
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
June 26,
2016 |
|
June 28,
2015 |
|
June 26,
2016 |
|
June 28,
2015 |
||||||||
Cost of sales
|
$
|
282
|
|
|
$
|
102
|
|
|
$
|
358
|
|
|
$
|
194
|
|
Selling, general and administrative expenses
|
1,476
|
|
|
656
|
|
|
1,956
|
|
|
1,122
|
|
||||
Stock-based compensation expense before income taxes
|
1,758
|
|
|
758
|
|
|
2,314
|
|
|
1,316
|
|
||||
Income tax benefit
|
(515
|
)
|
|
(284
|
)
|
|
(648
|
)
|
|
(494
|
)
|
||||
Total stock-based compensation expense after income taxes
|
$
|
1,243
|
|
|
$
|
474
|
|
|
$
|
1,666
|
|
|
$
|
822
|
|
(Dollars in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Thirteen Weeks Ended
|
|
|
Twenty-six Weeks Ended
|
|
||||||||||||||||
Selected data
|
|
June 26,
2016 |
|
June 28,
2015 |
|
Change
|
June 26,
2016 |
|
June 28,
2015 |
Change
|
||||||||||||
Net sales
|
|
$
|
182,709
|
|
|
$
|
183,940
|
|
|
$
|
(1,231
|
)
|
$
|
368,774
|
|
|
$
|
357,669
|
|
$
|
11,105
|
|
Value added sales
(1)
|
|
$
|
101,190
|
|
|
$
|
87,633
|
|
|
$
|
13,557
|
|
$
|
203,529
|
|
|
$
|
169,896
|
|
$
|
33,633
|
|
Gross profit
|
|
$
|
29,540
|
|
|
$
|
19,920
|
|
|
$
|
9,620
|
|
$
|
57,255
|
|
|
$
|
31,142
|
|
$
|
26,113
|
|
Percentage of net sales
|
|
16.2
|
%
|
|
10.8
|
%
|
|
5.4
|
%
|
15.5
|
%
|
|
8.7
|
%
|
6.8
|
%
|
||||||
Income from operations
|
|
$
|
19,540
|
|
|
$
|
11,039
|
|
|
$
|
8,501
|
|
$
|
38,262
|
|
|
$
|
14,709
|
|
$
|
23,553
|
|
Percentage of net sales
|
|
10.7
|
%
|
|
6.0
|
%
|
|
4.7
|
%
|
10.4
|
%
|
|
4.1
|
%
|
6.3
|
%
|
||||||
Adjusted EBITDA
(2)
|
|
$
|
27,948
|
|
|
$
|
20,307
|
|
|
$
|
7,641
|
|
$
|
56,047
|
|
|
$
|
33,677
|
|
$
|
22,370
|
|
Percentage of net sales
(3)
|
|
15.3
|
%
|
|
11.0
|
%
|
|
4.3
|
%
|
15.2
|
%
|
|
9.4
|
%
|
5.8
|
%
|
||||||
Percentage of value added sales
(4)
|
|
27.6
|
%
|
|
23.2
|
%
|
|
4.4
|
%
|
27.5
|
%
|
|
19.8
|
%
|
7.7
|
%
|
||||||
Net income
|
|
$
|
13,165
|
|
|
$
|
6,534
|
|
|
$
|
6,631
|
|
$
|
27,628
|
|
|
$
|
10,868
|
|
$
|
16,760
|
|
Percentage of net sales
|
|
7.2
|
%
|
|
3.6
|
%
|
|
3.6
|
%
|
7.5
|
%
|
|
3.0
|
%
|
4.5
|
%
|
||||||
Diluted income per share
|
|
$
|
0.52
|
|
|
$
|
0.24
|
|
|
$
|
0.28
|
|
$
|
1.08
|
|
|
$
|
0.40
|
|
$
|
0.68
|
|
(Dollars in thousands)
|
|
Twenty-six Weeks Ended
|
||||||||||
|
|
June 26, 2016
|
|
June 28, 2015
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
24,522
|
|
|
$
|
25,208
|
|
|
$
|
(686
|
)
|
Net cash used in investing activities
|
|
(17,491
|
)
|
|
(18,662
|
)
|
|
1,171
|
|
|||
Net cash used in financing activities
|
|
(21,432
|
)
|
|
(10,646
|
)
|
|
(10,786
|
)
|
|||
Effect of exchange rate changes on cash
|
|
(160
|
)
|
|
(1,010
|
)
|
|
850
|
|
|||
Net decrease in cash and cash equivalents
|
|
$
|
(14,561
|
)
|
|
$
|
(5,110
|
)
|
|
$
|
(9,451
|
)
|
(Dollars in thousands)
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
June 26, 2016
|
|
June 28, 2015
|
|
June 26, 2016
|
|
June 28, 2015
|
||||||||
Net Sales
|
$
|
182,709
|
|
|
$
|
183,940
|
|
|
$
|
368,774
|
|
|
$
|
357,669
|
|
Less, aluminum value and outside service provider costs
|
(81,519
|
)
|
|
(96,307
|
)
|
|
(165,245
|
)
|
|
(187,773
|
)
|
||||
Value added sales
|
$
|
101,190
|
|
|
$
|
87,633
|
|
|
$
|
203,529
|
|
|
$
|
169,896
|
|
(Dollars in thousands)
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
June 26, 2016
|
|
June 28, 2015
|
|
June 26, 2016
|
|
June 28, 2015
|
||||||||
Net income
|
$
|
13,165
|
|
|
$
|
6,534
|
|
|
$
|
27,628
|
|
|
$
|
10,868
|
|
Interest (income), net
|
(79
|
)
|
|
(57
|
)
|
|
(111
|
)
|
|
(142
|
)
|
||||
Income tax provision (benefit)
|
6,082
|
|
|
4,200
|
|
|
10,640
|
|
|
3,439
|
|
||||
Depreciation
|
8,637
|
|
|
8,497
|
|
|
17,281
|
|
|
17,024
|
|
||||
Closure costs (excluding accelerated depreciation)
|
143
|
|
|
1,133
|
|
|
609
|
|
|
2,488
|
|
||||
Adjusted EBITDA
|
$
|
27,948
|
|
|
$
|
20,307
|
|
|
$
|
56,047
|
|
|
$
|
33,677
|
|
Adjusted EBITDA as a percentage of net sales
|
15.3
|
%
|
|
11.0
|
%
|
|
15.2
|
%
|
|
9.4
|
%
|
||||
Adjusted EBITDA as a percentage of value added sales
|
27.6
|
%
|
|
23.2
|
%
|
|
27.5
|
%
|
|
19.8
|
%
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans and Programs
|
|
Maximum Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs
|
||||||
(Thousands of dollars, except per share amounts)
|
|
|
|
|
|
|
|
||||||
March 28, 2016 - April 24, 2016
|
39,556
|
|
|
$
|
21.96
|
|
|
39,556
|
|
|
|
||
May 23, 2016 - June 26, 2016
|
11,630
|
|
|
$
|
25.84
|
|
|
11,630
|
|
|
|
||
Total
|
51,186
|
|
|
|
|
51,186
|
|
|
$
|
47,176
|
|
10.1
|
|
Form of Non-Employee Director Restricted Stock Unit Agreement under the Superior Industries International, Inc. Amended and Restated 2008 Equity Incentive Plan*
|
31.1
|
|
Certification of Donald J. Stebbins, Chief Executive Officer and President, Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
31.2
|
|
Certification of Kerry A. Shiba, Executive Vice President and Chief Financial Officer, Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
32.1
|
|
Certification of Donald J. Stebbins, Chief Executive Officer and President, and Kerry A. Shiba, Executive Vice President and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
101
|
|
Interactive data file (furnished electronically herewith pursuant to Rule 406T of Regulation S-T).
|
Date:
|
July 29, 2016
|
|
/s/ Donald J. Stebbins
|
|
|
|
|
Donald J. Stebbins
Chief Executive Officer and President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
July 29, 2016
|
|
/s/ Kerry A. Shiba
|
|
|
|
|
Kerry A. Shiba
Executive Vice President and Chief Financial Officer
|
|
Participant:
|
|
|
Number of Restricted Stock Units Granted:
|
|
|
Grant Date:
|
April 26, 2016
|
|
Vesting Schedule:
|
Vesting Date
|
Vesting Percentage
|
April 26, 2017
|
100%
|
|
|
AGREED AND ACCEPTED:
|
|
Signature:
|
|
Print Name:
|
|
Notice Address:
|
|
|
|
1
|
|
I have reviewed this Quarterly Report on Form 10-Q of Superior Industries International, Inc.;
|
|
|
|
2
|
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
|
3
|
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
4
|
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
|
b)
|
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
|
c)
|
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by the report based on such evaluation; and
|
|
|
|
|
|
d)
|
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5
|
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
a)
|
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
|
|
|
|
b)
|
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
|
|
|
|
Date:
|
July 29, 2016
|
|
/s/ Donald J. Stebbins
|
|
|
|
Donald J. Stebbins
Chief Executive Officer and President
|
|
|
|
|
1
|
|
I have reviewed this Quarterly Report on Form 10-Q of Superior Industries International, Inc.;
|
|
|
|
2
|
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
|
3
|
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
4
|
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
|
b)
|
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
|
c)
|
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by the report based on such evaluation; and
|
|
|
|
|
|
d)
|
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5
|
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
a)
|
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
|
|
|
|
b)
|
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
Date:
|
July 29, 2016
|
|
/s/ Kerry A. Shiba
|
|
|
|
Kerry A. Shiba
|
|
|
|
Executive Vice President and Chief Financial Officer
|
•
|
The Quarterly Report of the company on Form 10-Q for the period ended
June 26, 2016
as filed with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
•
|
The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the company.
|
|
|
|
|
|
|
|
|
|
|
Dated:
|
July 29, 2016
|
/s/ Donald J. Stebbins
|
||
|
|
Name:
|
Donald J. Stebbins
|
|
|
|
Title:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Kerry A. Shiba
|
||
|
|
Name:
|
Kerry A. Shiba
|
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|