FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the Quarterly Period Ended September 30, 1996
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
Commission file number 1-4743
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Standard Motor Products, Inc.
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(Exact name of registrant as specified in its charter)
New York 11-1362020
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
37-18 Northern Blvd., Long Island City, N.Y. 11101
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(Address of principal executive offices) (Zip Code)
(718) 392-0200
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(Registrant's telephone number, including area code)
None
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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 issuer's classes
of common stock, as of the latest practicable date:
Date Class Shares Outstanding
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September 30, 1996 Common Stock 13,129,106
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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL AND OTHER INFORMATION
SEPTEMBER 30, 1996
PART 1 - FINANCIAL INFORMATION
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Item 1 Page No.
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CONSOLIDATED BALANCE SHEETS
September 30, 1996 and December 31, 1995 2 & 3
CONSOLIDATED STATEMENTS OF EARNINGS AND
RETAINED EARNINGS for the Three-Month and 4
Nine-month periods ended September 30, 1996 and 1995
CONSOLIDATED STATEMENTS OF CASH FLOWS for the
Nine-month periods ended September 30, 1996 and 1995 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6 - 8
Item 2
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 9 & 10
CONDITION AND RESULTS OF OPERATIONS
PART II - OTHER INFORMATION
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Item 6
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Exhibits and Reports on Form 8K 11
Signature 11
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[CAPTION]
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
September 30, December 31,
1996 1995
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(Unaudited)
Current assets:
Cash and cash equivalents $ 2,428 $ 10,856
Marketable securities (Note 2) 1,947 6,672
Accounts and notes receivable, net of
allowance for doubtful accounts and
discounts of $9,261 (1995 - $5,907) 195,305 121,516
Inventories (Note 3) 217,316 206,279
Deferred income taxes 22,647 22,647
Prepaid expenses and other current assets 6,712 6,569
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Total current assets 446,355 374,539
Property, plant and equipment, net of
accumulated depreciation (Note 4) 122,171 109,537
Other assets (Note 9) 75,347 37,154
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Total assets $ 643,873 $ 521,230
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See accompanying notes to consolidated financial statements.
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[CAPTION]
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except for shares and per share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
1996 1995
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(Unaudited)
Current liabilities:
Notes payable - banks $ 78,259 $ 10,200
Current portion of long-term debt (Note 7) 17,403 14,262
Accounts payable 24,815 24,625
Sundry payables and accrued expenses 70,343 69,502
Accrued customer returns 13,711 13,446
Payroll and commissions 11,132 10,331
Total current liabilities 215,663 142,366
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Long-term debt (Note 7) 181,949 148,665
Deferred income taxes 6,235 5,730
Postretirement benefits other than pensions
and other accrued liabilities 17,594 14,069
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Total liabilities 421,441 310,830
Minority Interest (378) --
Commitments and contingencies (Note 7)
Stockholders' equity (Notes 6 and 7):
Common stock-par value $2.00 per share
Authorized - 30,000,000 shares
Issued - 13,324,476 shares in 1996 and 1995
(including 195,370 and 196,650 shares held as 26,649 26,649
treasury shares in 1996 and 1995, respectively)
Capital in excess of par value 2,599 2,651
Loan to Employee Stock Ownership Plan (ESOP) (3,345) (5,025)
Minimum pension liability adjustment (27) (27)
Retained earnings 200,614 189,837
Foreign currency translation adjustment 82 150
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226,572 214,235
Less: treasury stock-at cost 3,762 3,835
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Total stockholders' equity 222,810 210,400
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Total liabilities and stockholders' equity $ 643,873 $ 521,230
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See accompanying notes to consolidated financial statements.
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[CAPTION]
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS
(Dollars in thousands, except for shares and per share data)
(Unaudited) (Unaudited)
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
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1996 1995 1996 1995
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Net sales $ 187,792 $ 178,251 $ 567,484 $ 522,011
Cost of sales 127,022 123,653 384,643 352,446
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Gross profit 60,770 54,598 182,841 169,565
Selling, general and
administrative expenses 50,867 47,287 151,447 140,048
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Operating Income 9,903 7,311 31,394 29,517
Other income (expense) - net 251 492 1,567 1,595
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Earnings before interest, taxes
and minority interest 10,154 7,803 32,961 31,112
Interest expense 5,251 4,068 13,818 11,090
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Earnings before taxes and
minority interest 4,903 3,735 19,143 20,022
Taxes based on earnings (Note 5) 1,324 608 5,169 4,700
Minority Interest (45) -- (45) --
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Net earnings $ 3,534 $ 3,127 $ 13,929 $ 15,322
Retained earnings
at beginning of period 198,130 188,000 189,837 177,904
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201,664 191,127 203,766 193,226
Less: cash dividends for period 1,050 1,051 3,152 3,150
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Retained earnings at end of period $ 200,614 $ 190,076 $ 200,614 $ 190,076
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Per share data:
Net earnings per share $0.27 $0.24 $1.06 $1.17
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Dividends per common share $0.08 $0.08 $0.24 $0.24
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Average number of common shares 13,131,863 13,127,826 13,131,612 13,125,240
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See accompanying notes to consolidated financial statements.
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[CAPTION]
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
For the Nine Months Ended
September 30,
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1996 1995
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Cash flows from operating activities:
Net earnings $ 13,929 $ 15,322
Adjustments to reconcile net earnings to net
cash used in operating activities:
Depreciation and amortization 12,109 10,688
(Gain) on disposal of property,plant & equipment (511) (64)
Proceeds from sales of trading securities 5,269 7,273
Purchases of trading securities (6,503) (7,974)
Change in assets and liabilities, net of effects
from acquisitions:
(Increase) in accounts receivable, net (64,494) (47,935)
(Increase) in inventories (2,130) (10,344)
(Increase) in other assets (1,853) (2,843)
(Decrease) in accounts payable (5,024) (7,488)
Increase (decrease) in other current assets and liabilities 613 (6,767)
Increase in sundry payables and accrued expenses 1,696 18,115
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Net cash (used in) operating activites (46,899) (32,017)
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Cash flows from investing activities:
Proceeds from held-to-maturity securities 6,252 --
Purchases of held-to-maturity securities (163) (2,721)
Capital expenditures, net of effects from acquisitions (14,952) (11,849)
Payments for acquisitions, net of cash acquired (42,408) (7,835)
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Net cash (used in) investing activities (51,271) (22,405)
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Cash flows from financing activities:
Net borrowings under line-of-credit agreements 62,316 71,400
Proceeds from issuance of long-term debt 35,558 --
Principal payments of long-term debt (6,664) (4,558)
Reduction of loan to ESOP 1,680 1,680
Proceeds from exercise of employee stock options 168 107
Purchase of treasury stock (147) --
Dividends paid (3,152) (3,150)
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Net cash provided by financing activities 89,759 65,479
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Effect of exchange rate changes on cash (17) 29
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Net Increase (decrease) in cash (8,428) 11,086
Cash and cash equivalents at beginning of the period 10,856 2,796
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Cash and cash equivalents at end of the period $ 2,428 $ 13,882
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Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 11,334 $ 8,725
Income taxes 4,686 6,869
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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1
The accompanying unaudited financial information should be read in conjunction
with the consolidated financial statements, including the notes thereto, for
the year ended December 31, 1995.
The consolidated financial statements include the accounts of the Company and
all domestic and international companies in which the Company has more than a
50% equity ownership. The Company's investments in unconsolidated affiliates
are accounted for on the equity method. All significant inter-company items
have been eliminated.
Management acknowledges its responsibility for the preparation of the
accompanying interim consolidated financial statements which reflect all
adjustments considered necessary, in the opinion of management, for a fair
statement of the results of interim periods presented. The results of
operations for the interim periods are not necessarily indicative of the
results of operations for the entire year.
Where appropriate, certain amounts in 1995 have been reclassified to conform
with the 1996 presentation.
Note 2
At September 30, 1996, held-to-maturity securities amounted to approximately
$7,200,000 and trading securities amounted to approximately $1,947,000.
Held-to-maturity securities consist primarily of corporate debt securities
which are reported at unamortized cost which approximates fair value. As of
September 30, 1996, $7,200,000 mature within five to ten years.
The first-in, first-out method is used in computing realized gains or losses.
Note 3
Inventories
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(Dollars in thousands)
September 30, December 31,
1996 1995
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(Unaudited)
Finished goods $ 141,489 $ 133,035
Work in process 3,478 3,550
Raw materials 72,349 69,694
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Total inventories $ 217,316 $ 206,279
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Note 4
Property, Plant and Equipment
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(Dollars in thousands)
September 30, December 31,
1996 1995
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(Unaudited)
Land, buildings and improvements $ 71,940 $ 70,159
Machinery and equipment 90,260 76,263
Tools, dies and auxiliary equipment 8,212 7,766
Furniture and fixtures 18,941 17,339
Leasehold improvements 6,476 5,486
Construction in progress 15,517 7,527
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211,346 184,540
Less accumulated depreciation 89,175 75,003
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Total property, plant and equipment - net $ 122,171 $ 109,537
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Note 5
The provision for taxes is less than the normal statutory rate primarily
because earnings of a subsidiary operating in Puerto Rico, amounting to
approximately $8,934,000 and $7,428,000 for the nine months ended September 30,
1996 and 1995, respectively, are exempt from United States income taxes and are
partially exempt from Puerto Rican income taxes.
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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 6
On January 17, 1996, the Board of Directors adopted a Shareholder Rights Plan
(Plan). Under the Plan, the Board declared a dividend of one Preferred Share
Purchase Right (Right) for each outstanding common share of the Company. The
dividend was paid on March 1, 1996 to the shareholders of record as of February
15, 1996. The Rights are attached to and automatically trade with the
outstanding shares of the Company's common stock.
The Rights will become exercisable only in the event that any person or group
of affiliated persons becomes a holder of 20% or more of the Company's
outstanding common shares, or commences a tender or exchange offer which, if
consummated, would result in that person or group of affiliated persons owning
at least 20% of the Company's outstanding common shares. Once the Rights
become exercisable they entitle all other shareholders to purchase, by payment
of an $80.00 exercise price, one one-thousandth of a share of Series A
Participating Preferred Stock, subject to adjustment, with a value of twice the
exercise price. In addition, at any time after a 20% position is acquired and
prior to the acquisition of a 50% position, the Board of Directors may require,
in whole or in part, each outstanding Right (other than Rights held by the
acquiring person or group of affiliated persons) to be exchanged for one share
of common stock or one one-thousandth of a share of Series A Preferred Stock.
The Rights may be redeemed at a price of $0.001 per Right at any time prior to
their expiration on February 28, 2006.
On May 23, 1996 the Shareholders approved the Company's Independent Outside
Directors' Stock Option Plan which reserved 50,000 shares of the Company's
common stock for issuance under the Plan. The Company granted 4,000 options in
May 1996 and 1,000 options in July 1996 at the stock's fair market value at the
time of issuance.
At September 30, 1996, 471,195 shares of authorized but unissued common stock
were reserved for issuance under the Company's stock option plans, of which
425,195 shares were subject to outstanding options. 195,370 shares held in
treasury will be used to meet requirements for the Company's stock option
program.
143,195 outstanding options were vested at September 30, 1996. 282,000 of the
unvested outstanding options will become vested starting April 4, 1997 through
April 4, 2000.
Note 7
Long-Term Debt
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(Dollars in thousands)
September 30, December 31,
1996 1995
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(Unaudited)
Long-term debt consists of:
6.81% senior note payable $ 73,000 $ 53,000
7.85% senior note payable 65,000 65,000
9.47% senior note payable 30,000 30,000
Credit Facility ($20 Million Canadian) 14,674 --
7.88% - 10.50% purchase obligations 6,433 7,113
Intermotor Facilities 5,214 --
Credit Agreement 3,354 5,034
Capitalized lease & other 1,077 --
Floating rate purchase obligation 600 780
9.75% senior note payable -- 2,000
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199,352 162,927
Less current portion 17,403 14,262
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Total noncurrent portion of
long-term debt $ 181,949 $ 148,665
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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7 (Continued)
Under the terms of the $73,000,000 senior note agreement, the Company is
required to repay the loan in seven equal annual installments beginning in 2000.
Under the terms of the $65,000,000 senior note agreement, the Company is
required to repay the loan in seven equal annual installments beginning in 1996.
Under the terms of the $30,000,000 senior note agreement, the Company is
required to repay the loan in seven varying annual installments beginning in
1998. Subject to certain restrictions, the Company may make prepayments
without premium beginning in 1998.
Under the terms of the $20,000,000 CDN credit agreement, the Company is
required to repay the loan with four (4) equal annual installments of
$2,000,000 CDN beginning in August, 1998 with a final payment of $12,000,000
CDN due in August, 2002. Subject to certain restrictions, the Company can make
prepayments without premium. The credit agreement has various interest rate
options.
The purchase obligations, due under agreements with municipalities, mature in
annual installments through 2003, and are secured by certain property, plant,
and equipment.
The Company acquired a 72.9% equity interest in Intermotor Holdings Limited
assuming various existing credit facilities which mature by 2001.
The Credit Agreement matures in varying annual installments through 1998 and
bears interest at the lower of 91% of prime rate, or 91% of the "LIBOR" plus
1.092%. The Company also entered into an interest rate swap agreement to
reduce the impact of changes in interest rates on its Credit Agreement. The
swap agreement modifies the interest rate on the Credit Agreement, adjusted
favorably or unfavorably for the spread between 77.52% of the 3-month reserve
unadjusted "LIBOR" and 7.69%. The proceeds of such note were loaned to the
Company's Employee Stock Ownership Plan (ESOP) to purchase 1,000,000 shares of
the Company's common stock to be distributed in accordance with the terms of
the ESOP established in 1989.
Certain loan agreements require the maintenance of a specified amount of
working capital and limit, among other items, investments, leases, indebtedness
and distributions for the payment of dividends and the acquisition of capital
stock. At September 30, 1996, the Company had unrestricted retained earnings
of $36,672,000.
Note 8
In February 1996, the Company acquired substantially all of the assets and
certain liabilities of Federal Parts Corporation for approximately $13,400,000
plus contingent payments based on performance. Located in Dallas, Texas,
Federal Parts assembles and distributes ignition wire sets and battery cables.
The acquisition had an immaterial effect on consolidated net earnings for the
nine months ending September 30, 1996.
In July 1996, the Company acquired a 72.9% equity interest in Intermotor
Holdings Limited for approximately $14,050,000 with the option to acquire a
100% interest in the future. Located in Nottingham England, Intermotor
manufactures and distributes, primarily to customers in Europe, a broad line of
engine management products. The acquisition had an immaterial effect on
consolidated net earnings for the nine months ended September 30, 1996.
Also in July 1996, the Company acquired the assets and assumed certain
liabilities of Fibro Friction, Inc. for approximately $14,000,000 and certain
future performance incentives. Fibro Friction, located in Anjou, Quebec,
Canada is a leading formulator of friction materials and a major supplier of
integrally molded brake pads. The acquisition had an immaterial effect on
consolidated net earnings for the nine months ended September 30, 1996.
In August 1996, the Company acquired certain assets and liabilities of the
distribution operations of the Hayden Division of the Equion Corporation for
approximately $2,600,000. A planned second closing comprising the acquisition
of the manufacturing operations is scheduled for December 1996.
Note 9
Other assets consist of unamortized goodwill, deferred charges, long-term
investments, unamortized customer supply agreements, equity in joint ventures,
pension assets, security deposits and receivables due after one year.
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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
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CONDITION AND RESULTS OF OPERATIONS
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LIQUIDITY AND CAPITAL RESOURCES
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As of September 30, 1996, the Company was in a liquid position with
stockholders' equity of $222,810,000 and working capital of $230,692,000. The
Company expects capital expenditures to be approximately $6,000,000 primarily
for new machinery and equipment for the remainder of 1996. At September 30,
1996, the Company had unused lines of credit aggregating approximately
$46,000,000. The Company secured an additional $20,000,000 (Canadian) of
long-term financing in July 1996 which was used to acquire Fibro Friction. The
Company utilized additional funds from its lines of credit to acquire Hayden
and a 72.9% equity interest in Intermotor Holdings during the third quarter of
1996. Unused lines of credit will be used as a source of funding working
capital requirements and capital expenditures. The Company anticipates that its
present sources of funds under the credit lines and the additional long-term
debt referred to above will continue to be adequate to meet its current needs.
During the nine months ended September 30, 1996, total debt increased by
$104,484,000. This was primarily due to an increase in accounts receivable and
payments for acquisitions.
During the three month period ended September 30, 1996, accounts receivable
decreased by $30,578,000 due to the maturity of seasonal dating programs.
During the nine months ended September 30, 1996, accounts receivable increased
by $73,789,000. This was primarily due to extended sales terms granted to
customers, receivables associated with increased sales and the accounts
receivable associated with recent acquisitions.
As part of an ongoing operating strategy, the Company is reviewing potential
acquisition candidates in related automotive businesses. If any such
acquisitions are made, they would be funded in the short term by presently
available lines of credit. See Note 8 for details of the Company's recent
acquisitions.
INTERIM RESULTS OF OPERATIONS
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Comparison of the three months ended September 30, 1996 to the three months
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ended September 30, 1995.
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Net sales for the current quarter increased $9,541,000 or 5.4% from the
comparable period in 1995 primarily due to sales increases at the Standard
Division and sales resulting from recent acquisitions. Excluding the revenues
from 1996 acquisitions, net sales decreased in the third quarter of 1996 by
1.8%.
The gross margin percentage for the third quarter of 1996 of 32.4% was above
the 30.6% during the comparable quarter in 1995, primarily reflecting improved
margins within the Four Seasons Division and higher margins earned by recent
acquisitions.
Selling, general and administrative (S.G. & A.) expenses increased by $3,580,000
over the comparable quarter in 1995. This increase was primarily due to
S.G. & A. costs associated with new acquisitions, including goodwill
amortization expenses, higher new business expenses and selling and distribution
expenses due to increased sales. As a percentage of net sales, S.G.&A.
increased by 0.6 percentage points (27.1% versus 26.5%).
Other income - net decreased by $241,000 primarily due to lower earnings in
joint ventures which are accounted for under the equity method and a lower
return on investments.
Interest expense increased by $1,183,000 as compared to 1995 due primarily to
higher average borrowings needed to finance recent acquisitions and to support
higher accounts receivable.
Taxes based on earnings increased by $716,000 primarily due to both higher
earnings and a higher effective tax rate in 1996 of 27.0% as compared to 16.3%
in 1995. The 1995 rate of 16.3% for the quarter reflected an adjustment to
reduce the year-to-date September 1995 rate to a lower forecast tax rate for the
year. The tax rate for 1996 has increased, as the Company is not able to fully
utilize this year a tax loss in Canada. The tax loss will be carried forward
and applied against future income in Canada.
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INTERIM RESULTS OF OPERATIONS
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Comparison of nine months ended September 30, 1996 to the nine months
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ended September 30, 1995.
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Net sales for the nine months increased $45,473,000 or 8.7% from the comparable
period in 1995 primarily due to significant sales increases at the Standard and
Four Seasons Divisions and sales from recent acquisitions. Excluding the
revenues from new acquisitions, net sales increased in 1996 by 5.4%
The gross margin percentage for the nine months period in 1996 of 32.2% was
slightly below the 32.5% for the comparable period in 1995.
Selling, general and administrative (S.G. & A.) expenses increased $11,399,000
versus the comparable period in 1995. This increase was primarily due to S.G.
& A. costs associated with new acquisitions, including goodwill amortization
expenses, higher new business expenses and higher variable selling and
distribution expenses due to increased sales. S.G. & A. expenses as a
percentage of net sales was virtually unchanged at 26.7%.
Other income - net decreased by $28,000 primarily due to a lower return on
investments, lower earnings in joint ventures, partially offset by a reduction
in the loss on sale of accounts receivable.
Interest expense increased by $2,728,000 due primarily to higher average
borrowings needed to finance recent acquisitions and to support higher accounts
receivable, partially offset by a lower average effective borrowing rate.
Taxes based on earnings increased by $469,000 primarily due to a higher
effective tax rate of 27.0% in 1996 as compared to 23.5% in 1995. The increase
in the effective tax rate for 1996 versus 1995 is due to the Company incurring
losses during 1996 at a Canadian subsidiary for which no deferred tax benefit
could be recognized. The Company is amalgamating its Canadian subsidiaries to
allow the Company to utilize the loss carryforwards.
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PART II - OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibit
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Number Description Method of Filing
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27 Financial Data Schedule Filed with this Document
(b) Reports on Form 8-K
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There were no reports on Form 8-K filed for this quarter.
SIGNATURE
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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.
STANDARD MOTOR PRODUCTS, INC.
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(Registrant)
September 30, 1996 Michael J. Bailey
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(Date) Vice President Finance,
Chief Financial Officer
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