FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: September 30, 2001
Commission File Number: 1-9764
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE 11-2534306
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1101 PENNSYLVANIA AVENUE, NW WASHINGTON, D.C. 20004
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(Address of principal executive offices) (Zip code)
(202) 393-1101
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name, former address and former fiscal year, if
changed since last report)
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
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Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
31,998,530 shares of Common Stock, $.01 par value, at October 31, 2001.
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
September 30, 2001 and June 30, 2001 3
Condensed Consolidated Statements of Operations -
Three months ended September 30, 2001 and 2000 4
Condensed Consolidated Statements of Cash Flows -
Three months ended September 30, 2001 and 2000 5
Notes to Condensed Consolidated Financial Statements 6-12
Item 2. Management's Discussion and Analysis of the
Results of Operations and Financial Condition 13-16
Item 3. Quantitative and Qualitative Disclosure about
Market Risk 16
PART II. OTHER INFORMATION 17-18
SIGNATURES 19
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2001 AND JUNE 30, 2001
(000s omitted except per share amounts)
September 30, June 30,
2001 2000
------------ ------------
ASSETS
Current assets
Cash and cash equivalents $ 8,717 2,748
Receivables (less allowance for doubtful
accounts of $11,712 at September 30,
2001 and $11,457 at June 30, 2001) 305,871 315,817
Inventories 342,020 317,500
Other current assets 72,692 72,806
------------ ------------
Total current assets 729,300 708,871
------------ ------------
Property, plant and equipment, net 281,042 264,136
Excess of cost over fair value of assets
acquired, net 148,552 145,258
Other assets 52,800 44,120
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Total assets $ 1,211,694 1,162,385
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings $ 13,354 19,394
Current portion of long-term debt 78,528 5,544
Accounts payable 156,625 151,478
Accrued liabilities 160,971 173,739
------------ ------------
Total current liabilities 409,478 350,155
------------ ------------
Borrowings under revolving credit
facility 143,757 108,072
Senior long-term debt 165,669 235,750
Other non-current liabilities 48,004 44,537
Minority interest 977 929
Shareholders' equity
Common stock, $.01 par value 378 377
Additional paid-in capital 298,332 297,515
Accumulated other comprehensive income:
Unrealized gains on hedging derivatives 1,368 2,785
Foreign currency translation adjustment (72,984) (92,288)
Minimum pension liability adjustment (494) ----
Retained earnings 355,755 351,525
Less common stock held in treasury (138,546) (136,972)
------------ ------------
Total shareholders' equity 443,809 422,942
------------ ------------
Total liabilities and shareholders' equity $ 1,211,694 1,162,385
------------ ------------
See accompanying Notes to Condensed Consolidated Financial Statements.
3
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(000s omitted except per share amounts)
Three Months Ended
September 30,
2001 2000
-------------- --------------
Net sales $ 399,009 394,976
Cost of sales 295,288 285,266
-------------- --------------
Gross profit 103,721 109,710
Selling, general and
administrative expenses 90,377 93,567
-------------- --------------
Operating income 13,344 16,143
Other expense
Interest expense 6,092 5,730
Miscellaneous, net 165 203
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Income before income taxes 7,087 10,210
Income tax expense 2,056 2,965
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Net income $ 5,031 7,245
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Basic earnings per share $ 0.16 0.22
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Diluted earnings per share $ 0.15 0.21
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Weighted average shares
outstanding - basic 32,076 33,016
-------------- --------------
Weighted average shares
outstanding - diluted 33,655 34,462
-------------- --------------
See accompanying Notes to Condensed Consolidated Financial Statements.
4
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
($000s omitted)
Three Months Ended
September 30,
2001 2000
---------- ----------
Cash flows from operating activities:
Net income $ 5,031 7,245
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation 14,386 15,319
Amortization of intangible assets 4,579 3,106
Changes in assets and liabilities:
(Increase) decrease in:
Receivables 18,857 (12,279)
Inventories (13,622) (28,726)
Other current assets 3,366 (2,856)
(Decrease) increase in:
Accounts payable 587 (13,630)
Accrued liabilities and income taxes payable (17,715) (5,838)
Other operating activities 1,059 (102)
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Net cash provided by (used in) operating activities $ 16,528 (37,761)
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Cash flows from investing activities:
Capital expenditures, net of dispositions $ (23,596) (16,989)
Purchased and capitalized software development (5,963) (2,699)
Other items, net 27 1,564
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Net cash used in investing activities $ (29,532) (18,124)
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Cash flows from financing activities:
Borrowings (repayments)under lines of credit $ (7,088) 688
Proceeds from issuance of long-term debt 27,527 108,566
Repurchase of common stock (1,574) (52,806)
Dividends paid to shareholders (801) (817)
Proceeds from exercise of stock options 818 1,256
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Net cash provided by financing activities $ 18,882 56,887
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Exchange effect on cash $ 91 (626)
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Net increase in cash and cash equivalents 5,969 376
Cash and cash equivalents
at beginning of period 2,748 4,365
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Cash and cash equivalents at end of period $ 8,717 4,741
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Supplemental disclosures of cash flow information:
Interest paid $ 8,105 6,851
Income taxes paid $ 157 7,130
See accompanying Notes to Condensed Consolidated Financial Statements.
5
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE A - BASIS OF PRESENTATION
The Company's Condensed Consolidated Financial Statements as of
September 30, 2001, and for the three months ended September 30,
2001 and 2000, have not been audited by the Company's independent
auditors; however, in the opinion of management, the accompanying
unaudited Condensed Consolidated Financial Statements contain all
adjustments (consisting of only normal recurring accruals) necessary
to present fairly the consolidated financial position of the
Company and subsidiaries as of September 30, 2001 and the results
of their operations and their cash flows for the periods presented.
Where necessary, prior years' information has been reclassified
to conform to the current year consolidated financial statement
presentation.
These financial statements should be read in conjunction with the
consolidated financial statements and related notes thereto included
in the Company's Annual Report on Form 10-K for the year ended June
30, 2001.
The results of operations for the three months ended September 30,
2001, are not necessarily indicative of the results to be expected
for the full year.
NOTE B - COMPREHENSIVE INCOME
Comprehensive income and its components for the three months ended
September 30, 2001 and 2000 are presented below.
Three Months Ended
September 30,
(Dollars in thousands) 2001 2000
---------- ----------
Net income $ 5,031 7,245
Other comprehensive income (loss):
Foreign currency translation adjustments 19,304 (20,773)
Unrealized gains (losses) on hedging derivatives (1,417) 2,079
Minimum pension liability adjustment (494) ---
---------- ----------
Total other comprehensive income (loss) $ 22,424 (11,449)
---------- ----------
6
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE B - COMPREHENSIVE INCOME (continued)
The components of accumulated other comprehensive income as of
September 30, 2001 and June 30, 2001 and the activity for the three
months ended September 30, 2001 are presented below.
Cumulative Hedging Minimun Other
Translation Derivative Pension Comprehensive
Adjustment Gain/(Loss) Liability income(loss)
------------ ------------ ---------- --------------
June 30, 2001 $ (92,288) $ 2,785 $ -- $ (89,503)
Foreign currency
translation
adjustments 19,304 -- -- 19,304
Change in fair
value of foreign
currency cash
flow hedges -- (1,417) -- (1,417)
Pension liability
Adjustment -- -- (494) (494)
------------ ------------ ---------- --------------
September 30, 2001 $ (72,984) $ 1,368 $ (494) $ (72,110)
------------ ------------ ---------- --------------
NOTE C - EARNINGS PER SHARE INFORMATION
Three Months Ended September 30,
2001 2000
----------------- -----------------
(000's omitted except per share amounts) Basic Diluted Basic Diluted
-------- -------- -------- --------
Net income $ 5,031 5,031 7,245 7,245
-------- -------- -------- --------
Weighted average shares
outstanding 32,076 32,076 33,016 33,016
Employee stock options -- 1,579 -- 1,446
-------- -------- -------- --------
Total weighted average
shares outstanding 32,076 33,655 33,016 34,462
-------- -------- -------- --------
Earnings per share $ 0.16 0.15 0.22 0.21
-------- -------- -------- --------
7
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE C - EARNINGS PER SHARE INFORMATION (continued)
During the quarter ended September 30, 2001, the difference between
basic and diluted earnings per share was due to the potential dilutive
impact of options to purchase common stock. Options to purchase
19,880 shares of common stock at prices ranging from $37.78 to $45.00
per share during the first quarter of 2001 were not included in the
computation of diluted earnings per share because the exercise prices
were greater than the average market price of the common stock and
therefore such options would be antidilutive.
NOTE D - SEGMENTATION
The Company is engaged in the design, manufacture and marketing of
high fidelity audio products. Our businesses are organized based
on the end-user markets served - consumer and professional.
The Consumer Systems Group manufactures loudspeakers and
electronics for high fidelity audio reproduction in the home,
in vehicles and with computers. Home applications include two
channel audio, multi-channel audio/video and personal computer
audio. Vehicle applications include audio, video, and
infotainment encompassing navigation, telematics, multimedia
and wireless internet. Consumer products are marketed under
brand names including JBL, Infinity, Harman Kardon, Lexicon,
Becker, Mark Levinson, Proceed, Revel and AudioAccess.
The Professional Group manufactures loudspeakers and electronics
used by audio professionals in concert halls, recording, broadcast
and cinema applications. Professional products are marketed worldwide
under brand names including JBL Professional, Soundcraft, Crown,
DOD, Digitech, dbx, AKG, BSS, and Studer.
8
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE D - SEGMENTATION (continued)
The following table reports external sales and operating income (loss)
by segment:
Three Months Ended
September 30,
($000s omitted) 2001 2000
------------ ------------
Net sales:
Consumer Systems Group $ 294,051 285,359
Professional Group 104,958 107,154
Other -- 2,463
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Total $ 399,009 394,976
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Operating income (loss):
Consumer Systems Group $ 17,460 23,423
Professional Group 4,402 3,869
Other (8,518) (11,149)
------------ ------------
Total $ 13,344 16,143
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Other operating income (loss) is primarily comprised of corporate
expenses net of subsidiary allocations and discontinued operations.
NOTE E - INVENTORIES
Inventories consist of the following:
September 30, June 30,
($000's omitted) 2001 2001
-------------- --------------
Finished goods and inventory
purchased for resale $ 151,821 145,349
Work in process 42,529 38,572
Raw materials and supplies 147,670 133,579
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Total inventories $ 342,020 317,500
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9
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE F - DERIVATIVES
The Company uses foreign currency forward contracts to hedge a
portion of its forecasted transactions. These forward contracts
are designated as foreign currency cash flow hedges and recorded
at fair value in the statement of financial position. The recorded
fair value is balanced by an entry to other comprehensive income
(loss) in the statement of financial position until the underlying
forecasted foreign currency transaction occurs. When the transaction
occurs, the gain or loss from the derivative designated as a hedge
of the transaction is reclassified from accumulated other comprehensive
income (loss) to the same income statement line item in which the
foreign currency gain or loss on the underlying hedged transaction
is recorded. If the underlying forecasted transaction does not occur,
the amount recorded in accumulated other comprehensive income (loss)
is reclassified to the miscellaneous, net line of the income statement
in the then-current period.
Because the amounts and the maturities of the derivatives approximate
those of the forecasted exposures, changes in the fair value of the
derivatives are highly effective in offsetting changes in the cash flows
of the hedged items. Any ineffective portion of the derivatives is
recognized in current earnings. The ineffective portion of the
derivatives, which was immaterial for all periods presented, primarily
results from discounts or premiums on forward contracts.
As of September 30, 2001, the Company had contracts maturing
through June 2002 to purchase and sell the equivalent of approximately
$14.7 million of various currencies to hedge future foreign currency
purchases and sales. The Company recorded approximately $38,000
thousand dollars in net losses from cash flow hedges related to
forecasted foreign currency transactions in the three months ended
September 30, 2001. These losses were offset by equivalent gains on
the underlying hedged items. The amount as of September 30, 2001,
that will be reclassified from accumulated other comprehensive income
(loss) to earnings within the next twelve months that is associated
with these hedges is a gain of approximately $0.2 million.
The Company has also purchased forward contracts to hedge future
cash flows due from foreign consolidated subsidiaries under operating
lease agreements. As of September 30, 2001, the Company had such
10
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE F - DERIVATIVES (continued)
contracts in place to purchase and sell the equivalent of approximately
$44.8 million of various currencies to hedge quarterly lease
commitments through March 2006. The Company recorded $0.1
million in net gains from cash flow hedges related to the purchase of
these forward contracts in the three months ended September 30, 2001.
The amount as of September 30, 2001 that will be reclassified from
accumulated other comprehensive income (loss) to earnings within the
next twelve months that is associated with these hedges is a gain of
$0.3 million.
The Company entered into a swap agreement in August 2001 to convert
interest on $75 million of its $150 million, 7.32% Senior Notes due
July 1, 2007, from a fixed rate to a variable rate. The objective
of the swap agreement is to offset interest rate risk and associated
changes in the fair value of the Company's fixed rate debt. The swap
agreement terms match the interest payment terms and the maturity terms
of the underlying bonds. The swap agreement is accounted for as a
fair value hedge.
NOTE G - LEGAL PROCEEDINGS
The Company is a defendant in a lawsuit entitled Bose Corporation v.
JBL, Inc., and Infinity Systems, Inc., United States District Court,
District of Massachusetts. On February 3, 1998 Bose sued JBL and
Infinity for infringement of a U.S. patent owned by Bose relating
to the use of elliptical ports in loudspeaker cabinets.
On September 1, 2000, the trial court issued a judgment in favor of
Bose in the amount of $5.7 million. In addition, the court initially
issued a permanent injunction prohibiting JBL and Infinity from the
manufacture and sale of loudspeakers in the United States utilizing
elliptical ports. The judgment was increased to $7.2 million, plus
interest, to account for sales for the five months preceding the trial
court's judgment and for sales made from JBL and Infinity inventory
between September 27, 2000 and November 26, 2000 as permitted by the
trial court's September 27, 2000 modification of its permanent
injunction. Management believes the trial court erred in its ruling
and is appealing the decision, and that the Company should be
successful in its appeal. However, if the Company is unsuccessful
in its appeal and must pay $7.2 million plus interest in accordance
with the trial court's judgment, this would have a material adverse
effect on the results of operations in the period in which the award
would be required to be paid.
11
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE G - LEGAL PROCEEDINGS (continued)
There are various other legal claims pending against the Company and
its subsidiaries, but, in the opinion of management, liabilities, if
any, arising from such claims will not have a material effect upon
the consolidated financial condition or results of operations of
the Company.
NOTE H - RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141 ("SFAS 141"),
"Business Combinations," and Statement of Financial Accounting
Standards No. 142 ("SFAS 142"), "Goodwill and Other Intanbigle Assets."
SFAS 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001. SFAS 141
also specifies criteria intangible assets acquired in a purchase
method business combination must meet to be recognized and reported
apart from goodwill, noting that any purchase price allocable to an
assembled workforce may not be accounted for separately. SFAS 142
requires that goodwill and intangible assets with indefinite
useful lives no longer be amortized to earnings, but instead be
tested for impairment at least annually in accordance with the
provisions of SFAS 142. The amortization of goodwill ceases upon
adoption of SFAS 142 which is effective for fiscal years starting
after December 15, 2001. The Company has elected not to early
adopt the provisions of Statement 142. Because of the extensive
effort needed to comply with adopting the Statement, it is not
practicable to reasonably estimate the impact of adopting this Statement
on the Company's financial statements at the date of this report,
including whether any transitional impairment losses will be required
to be recognized as the cumulative effect of a change in accounting
principle.
In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or
Disposal of Long-Lived Assets," which addresses financial accounting
and reporting for the impairment or disposal of long-lived assets.
While SFAS 144 supersedes SFAS 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
it retains many of the fundamental provisions of that statement. The
standard is effective for fiscal years beginning after December 15,
2001.
12
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
-------------------------------------
COMPARISON OF THE THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2001 AND 2000
Net sales for the first quarter ended September 30, 2001 were $399.0
million. Sales in the first quarter last year totaled $395.0 million.
The Consumer Systems Group reported sales of $294 million for the
quarter, an increase of 3 percent over the same period last year.
Sales to the automakers increased 8 percent, offsetting declines of
10 percent in sales to the PC makers and 6 percent to the consumer
electronics market. In North America and Asia, audio system shipments
to Toyota and Lexus were substantially above last year's levels while
sales to Chrysler decreased. In Europe, Harman/Becker reported
increased sales of aftermarket navigation systems and robust sales to
Mercedes and BMW.
The Professional Group reported sales of $105 million, essentially flat
year to year after a robust first quarter a year ago. JBL Professional
reported increased sales in the United States offset by lower
international sales, particularly in Europe. AKG microphone shipments
to automakers were higher than the same period last year but were
offset by lower sales to mobile phone manufacturers.
The gross profit margin for the quarter ended September 30, 2001 was
26.0 percent ($103.7 million) compared to 27.8 percent ($109.7 million)
in the same period last year. Gross profit margins were lower due to
higher fixed overhead relating to our new facilities in Kentucky,
Mexico and China.
Selling, general and administrative costs were 22.7 percent of sales
($90.4 million) for the three months ended September 30, 2001,
compared to 23.7 percent ($93.6 million) for the same period last
year. Selling and administrative expenses decreased due to cost
savings generated from the Company's cost reduction program institued
in fiscal 2001.
13
Operating income as a percentage of sales was 3.3 percent ($13.3
million) for the quarter ended September 30, 2001, compared to 4.1
percent ($16.1 million) for the same period in the prior year.
Operating income decreased due to lower margins.
Interest expense for the three months ended September 30, 2001 was
$6.1 million compared to $5.7 million in the same quarter last year.
Interest expense increased due to an increase in debt, offsetting
slightly lower interest rates. The weighted average interest rate
on borrowings for the quarter ended September 30, 2001 decreased to
6.3 percent, compared to 6.7 percent in the same period last year.
Rates decreased due to market conditions and a larger percentage of
borrowings in U.S. dollars. Average borrowings outstanding were
$389.1 million for the first quarter of fiscal 2002 compared to
last year's average for the same period of $342.7 million.
Income before income taxes for the first quarter was $7.1 million,
compared to $10.2 million in the same period last year.
The effective tax rate for the first quarter of fiscal 2002 was
29.0 percent, the same as the period a year ago. The effective
tax rates were below the U.S. statutory rate due to utilization of
tax credits, realization of certain tax benefits for United States
exports and the utilization of tax loss carryforwards at certain
foreign subsidiaries. The Company calculates its effective tax
rate based upon its current estimate of annual results.
Net income for the three months ended September 30, 2001 was $5.0
million, compared to $7.2 million reported for the same period
last year.
Basic earnings per share for the three months ended September 30, 2001
were $0.16, and diluted earnings per share were $0.15. In the same
period last year, basic earnings per share were $0.22, and diluted
earnings per share were $0.21.
FINANCIAL CONDITION
---------------------------------
Net working capital at September 30, 2001 was $319.8 million,
compared with $358.7 million at June 30, 2001 and $365.8 million at
September 30, 2000. Working capital decreased in the quarter due to
the reclassification of a portion of the Company's debt from non-current
to current, offset by higher inventories associated with seasonal sales
patterns and increased automotive buffer stocks.
In the quarter, the company reclassed its term-loan due August 30, 2002
from non-current to current. The Company plans to refinance the term-
loan prior to its maturity.
14
In the quarter, the Company acquired and placed in treasury 50,000
shares of its common stock at a total cost of $1.6 million.
Borrowings under the revolving credit facility at September 30, 2001
were $144.9 million, comprised of swing line borrowings of $1.1
million, which were included in short term borrowings, and competitive
advance borrowings and revolving credit borrowings of $143.8 million.
Borrowings under the revolving credit facility at June 30, 2001 were
$111.6 million, comprised of swing line borrowings of $3.5 million and
competitive advance borrowings and revolving credit borrowings of
$108.1 million. Borrowings under the revolving credit facility
increased due to capital expenditures. The Company plans to
refinance its revolving credit facility prior to its maturity on
September 30, 2002. In the quarter ending December 31, 2001,
borrowings under this facility will be reclassed from non-current to
current.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
There have been no material changes in the Company's market risk
exposures since June 30, 2001.
FORWARD-LOOKING STATEMENTS
---------------------------
This report, contains forward-looking statements within the
meaning of Section 27A of the Securities Act and 21E of the Exchange
Act of 1934. You should not place undue reliance on these statements.
Forward-looking statements include information concerning possible or
assumed future results of operations, capital expenditures, the outcome
of pending legal proceedings and claims, including environmental matters,
goals and objectives for future operations, including descriptions of
our business strategies and purchase commitments from customers,
among other things. These statements are typically identified by words
such as "believe," "anticipate," "expect," "plan," "intend," "estimate"
and similar expressions. We base these statements on particular
assumptions that we have made in light of our industry experience, as
well as our perception of historical trends, current conditions, expected
future developments and other factors that we believe are appropriate
under the circumstances. As you read and consider the information in
this report, you should understand that these statements are not guarantees
of performance or results. They involve risks, uncertainties and
assumptions.
Although we believe that these forward-looking statements are based on
reasonable assumptions, you should be aware that many factors could affect
our actual financial results or results of operations and could cause
actual results to differ materially from those expressed in the
forward-looking statements. These factors include, among other things:
changes in consumer confidence and spending, including as
a result of uncertainty arising out of the events of
September 11, 2001;
automobile industry sales and production rates and the
willingness of automobile purchasers to pay for the
option of a premium branded automotive audio system;
15
model-year changeovers in the automotive industry;
our ability to satisfy contract performance criteria,
including technical specifications and due dates;
competition in the consumer and/or professional product
markets in which we operate;
the outcome of pending or future litigation and
administrative claims, including patent and environmental
matters;
work stoppages at one or more of our facilities or at a
facility of one of our significant customers;
the loss of one or more significant customers, including
our automotive manufacturer customers;
our ability to adapt to technological advances and innovation
on a cost-effective and timely basis; and
general economic conditions.
In light of these risks and uncertainties, there can be no assurance
that the results and events contemplated by the forward-looking
statements contained in, or incorporated by reference into, this
report will in fact transpire.
16
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a defendant in a lawsuit entitled Bose Corporation v.
JBL, Inc., and Infinity Systems, Inc., United States District Court,
District of Massachusetts. On February 28, 1998 Bose sued JBL and
Infinity for infringement of a U.S. patent owned by Bose relating to
the use of elliptical ports in loudspeaker cabinets.
On September 1, 2000, the trial court issued a judgment in favor of
Bose in the amount of $5.7 million. In addition, the court initially
issued a permanent injunction prohibiting JBL and Infinity from the
manufacture and sale of loudspeakers in the United States utilizing
elliptical ports. The judgment was increased to $7.2 million, plus
interest, to account for sales for the five months preceding the trial
court's judgment and for sales made from JBL and Infinity inventory
between September 27, 2000 and November 26, 2000 as permitted by
the trial court's September 27, 2000 modification of its permanent
injunction. Management believes the trial court erred in its ruling
and is appealing the decision, and that the Company should be successful
in its appeal. However, if the Company is unsuccessful in its appeal
and must pay $7.2 million plus interest in accordance with the trial
court's judgment, this would have a material adverse effect on the
result of operations in the period in which the award would be required
to be paid.
There are various other legal claims pending against the Company and its
subsidiaries, but, in the opinion of management, liabilities, if any,
arising from such claims will not have a material effect upon the
consolidated financial condition or results of operations of the Company.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The date of the annual meeting of stockholders
was November 5, 2001.
(b) Mr. Bernard Girod was re-elected as a director
of the Company with 25,405,055 affirmative votes
and 3,450,321 votes withholding authority. Mr.
Girod will serve a three-year term expiring at
the 2004 Annual Meeting of Stockholders.
(c) Ms. Ann McLaughlin was re-elected as a director
of the Company with 28,437,460 affirmative votes
and 417,916 votes withholding authority. Ms.
McLaughlin will serve a three-year term expiring
at the 2004 Annual Meeting of Stockholders.
17
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
PART II - OTHER INFORMATION (continued)
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 of Regulation S-K
None.
(b) Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(Registrant)
DATE: November 14, 2001 BY: /s/ Bernard A. Girod
---------------------------
Bernard A. Girod
Vice Chairman and Chief
Executive Officer
DATE: November 14, 2001 BY: /s/ Frank Meredith
---------------------------
Frank Meredith
Executive Vice President
and Chief Financial Officer
19