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 MARCH 31, 1998
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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
--- ---
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
---- ----- ------------------
MARCH 31, 1998 COMMON STOCK 13,076,695
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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL AND OTHER INFORMATION
MARCH 31, 1998
PART 1 - FINANCIAL INFORMATION
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ITEM 1 PAGE NO.
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CONSOLIDATED BALANCE SHEETS
March 31, 1998 and December 31, 1997 3 & 4
CONSOLIDATED STATEMENTS OF EARNINGS AND
RETAINED EARNINGS for the Three-Month
period ended March 31, 1998 and 1997 5
CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME for the Three-Month period ended
March 31, 1998 and 1997 5
CONSOLIDATED STATEMENTS OF CASH FLOWS for the
Three-Month period ended March 31, 1998 and 1997 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7 - 9
ITEM 2
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 10 & 11
PART II - OTHER INFORMATION
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ITEM 6
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Exhibits and Reports on Form 8-K 12 - 13
Signature 14
-2-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
MARCH 31, DECEMBER 31,
1998 1997
- --------------------------------------------------------------------------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 7,548 $ 16,809
Accounts and notes receivable, net of
allowance for doubtful accounts and
discounts of $20,176 (1997 - $18,654) 164,723 151,026
Inventories (Note 2) 210,002 189,006
Deferred income taxes 22,005 22,005
Prepaid expenses and other current assets 12,802 11,630
-------- --------
Total current assets 417,080 390,476
Property, plant and equipment, net of
accumulated depreciation (Note 3) 119,316 126,024
Goodwill, net 30,031 30,674
Other assets (Note 8) 29,299 29,963
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Total assets $595,726 $577,137
======== ========
See accompanying notes to consolidated financial statements.
-3-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except for shares and per share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
MARCH 31, DECEMBER 31,
1998 1997
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(Unaudited)
Current liabilities:
Notes payable $ 66,156 $ 55,897
Current portion of long-term debt (Note 6) 20,696 24,373
Accounts payable 41,777 36,421
Sundry payables and accrued expenses 68,901 67,224
Accrued customer returns 18,562 17,955
Payroll and commissions 11,191 11,180
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Total current liabilities 227,283 213,050
Long-term debt (Note 6) 159,586 159,109
Deferred income taxes 3,186 3,124
Postretirement benefits other than pensions
and other accrued liabilities 18,051 18,436
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Total liabilities 408,106 393,719
Minority interest (246) (364)
Commitments and contingencies (Note 6)
Stockholders' equity (Notes 5 and 6):
Common stock-par value $2.00 per share
Authorized - 30,000,000 shares Issued
- 13,324,476 shares in 1998 and 1997
(including 247,781 shares held as treasury
shares in 1998 and 1997) 26,649 26,649
Capital in excess of par value 2,763 2,763
Loan to Employee Stock Ownership Plan (ESOP) 0 (1,665)
Retained earnings 164,167 161,514
Accumulated other comprehensive income (688) (454)
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192,891 188,807
Less: treasury stock-at cost 5,025 5,025
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Total stockholders' equity 187,866 183,782
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Total liabilities and stockholders' equity $ 595,726 $ 577,137
========= =========
See accompanying notes to consolidated financial statements.
-4-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(Dollars in thousands, except for shares and per share data)
(Unaudited)
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------
1998 1997
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Net sales $ 126,045 $ 137,734
Cost of sales 82,255 94,154
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Gross profit 43,790 43,580
Selling, general and administrative expenses 37,505 39,935
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Operating Income 6,285 3,645
Other income (expense) - net 232 533
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6,517 4,178
Interest expense 3,375 3,531
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Earnings from continuing operations
before taxes and minority interest 3,142 647
Minority interest (118) (146)
Income taxes (Note 4) 371 642
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Earnings from continuing operations 2,653 (141)
Income (loss) from operations
of discontinued Brake Group 0 (347)
Income (loss) from operations
of discontinued Service Line Group 0 (447)
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Earnings (loss) from discontinued operations 0 (794)
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Net earnings (loss) 2,653 (935)
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Retained earnings at beginning of period 161,514 200,235
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164,167 199,300
Less: cash dividends for period 0 1,050
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Retained earnings at end of period $ 164,167 $ 198,250
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PER SHARE DATA:
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Net earnings (loss) from continuing
operations per common share:
Basic $ 0.20 $ (0.01)
Diluted 0.20 (0.01)
Net earnings (loss) per common share:
Basic $ 0.20 $ (0.07)
Diluted 0.20 (0.07)
Dividends per common share $ 0.00 $ 0.08
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Average number of common shares 13,076,695 13,130,465
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Average number of common and dilutive
common shares 13,139,017 13,130,465
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STATEMENT OF COMPREHENSIVE INCOME
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Net earnings (loss) $ 2,653 $ (935)
Other Comprehensive income, net of tax
Foreign currency translation adjustment (234) 71
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Comprehensive income $ 2,419 $ (864)
============ ============
See accompanying notes to consolidated financial statements.
-5-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
FOR THE THREE MONTHS ENDED
MARCH 31,
-------------------------
1998 1997
---- ----
Cash flows from operating activities:
Net earnings(loss) $ 2,653 $ (935)
Adjustments to reconcile net earnings to net
cash used in operating activities:
Depreciation and amortization 4,984 4,886
Change in assets and liabilities, net of effects
from acquisitions:
(Increase) decrease in accounts receivable, net (13,710) (35,094)
(Increase) decrease in inventories (317) 2,917
(Increase) decrease in other assets (705) 312
Increase (decrease) in accounts payable 5,375 12,120
Increase (decrease) in other current assets and liabilities (1,459) (7,248)
Increase (decrease)in sundry payables and accrued expense (2,920) 6,627
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Net cash provided by (used in) operating activities (6,099) (16,415)
Cash flows from investing activities
Capital expenditures, net of effects from acquisitions (1,709) (3,889)
Payments for acquisitions, net of cash acquired -- (6,157)
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Net cash (used in) investing activities (1,709) (10,046)
Cash flows from financing activities:
Net borrowings (payments) under line-of-credit agreements 116 25,298
Principal payments of long-term debt (3,322) (1,731)
Reduction of loan to ESOP 1,665 1,680
Dividends paid -- (1,050)
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Net cash provided by (used in) financing activities (1,541) 24,197
Effect of exchange rate changes on cash 88 16
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Net (decrease) in cash (9,261) (2,248)
Cash and cash equivalents at beginning of the period 16,809 4,666
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Cash and cash equivalents at end of the period $ 7,548 $ 2,418
======== ========
Non-cash investing and financing activities:
Assets and liabilities assumed in
exchange transaction:
Current assets $ 62,800 $ --
Property, plant and equipment 24,200 --
Current liabilities (8,300) --
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Net assets assumed 78,700 --
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Assets and liabilities divested in exchange transaction:
Current assets 43,200 --
Property, plant and Equipment, net 28,500 --
Other assets 1,200 --
Current liabilities (4,200) --
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Net assets divested 68,700 --
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Note payable (excess net fair value of assets assumed) $ 10,000 $ --
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 2,925 $ 4,429
Income taxes $ 1,131 $ 853
-6-
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, 1997.
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 1997 have been reclassified to conform
with the 1998 presentation. Such reclassifications include amounts related to
the disposals of the Brake and Service Line business which have been accounted
for as discontinued operations and accordingly, their operating results are
segregated and reported separately in the accompanying consolidated statements
of operations.
The Company has adopted the provisions of SFAS No. 130, "Reporting Comprehensive
Income", which became effective in January of 1998. This statement requires the
presentation of comprehensive income and its components in financial statements.
Accordingly, the Consolidated Statement of Comprehensive Income has been
included in the accompanying financial statements.
NOTE 2
INVENTORIES
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(Dollars in thousands)
MARCH 31, DECEMBER 31,
1998 1997
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(Unaudited)
Finished goods $141,730 $124,224
Work in process 5,544 5,392
Raw materials 62,728 59,390
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Total inventories $210,002 $189,006
======== ========
NOTE 3
PROPERTY, PLANT AND EQUIPMENT
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(Dollars in thousands)
MARCH 31, DECEMBER 31,
1998 1997
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(Unaudited)
Land, buildings and improvements $ 58,319 $ 75,752
Machinery and equipment 107,570 104,178
Tools, dies and auxiliary equipment 9,003 10,029
Furniture and fixtures 21,012 22,841
Leasehold improvements 5,289 7,213
Construction in progress 8,204 8,840
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209,397 228,853
Less accumulated depreciation 90,081 102,829
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Total property, plant and equipment - net $119,316 $126,024
======== ========
-7-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4
The provision for taxes is less than the normal statutory rate primarily because
earnings of a subsidiary operating in Puerto Rico, amounting to approximately
$1,972,000 and $2,533,000 for the three months ended March 31, 1998 and 1997,
respectively, are exempt from United States income taxes and are partially
exempt from Puerto Rican income taxes.
NOTE 5
The Company granted 1,000 options in January 1997, 5,000 options in May 1997,
225,000 options in September 1997 and 248,500 options in February 1998, at the
stock's fair market value at the time of issuance.
At March 31, 1998, 1,060,000 shares of authorized but unissued common stock were
reserved for issuance under the Company's stock option plans, of which 882,000
shares were subject to outstanding options. 247,781 shares held in treasury will
be used to meet requirements for the Company's stock option program.
231,000 outstanding options were vested at March 31, 1998. 651,000 of the
unvested outstanding options will become vested starting April 4, 1998 through
September 18, 2001.
NOTE 6
LONG-TERM DEBT
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(Dollars in thousands)
March 31, December 31,
1998 1997
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(Unaudited)
Long-term debt consists of:
8.06% senior note payable $ 73,000 $ 73,000
9.10% senior note payable 46,429 46,429
10.72% senior note payable 30,000 30,000
Credit Facility ($20 Million Canadian) 14,112 13,935
5.0% Notes Payable - AlliedSignal 5,000 5,000
5.53% - 10.08% Intermotor Facilities 7,426 7,524
6.38% - 9.06% Purchase Obligations 3,333 4,840
Credit Agreement --- 1,674
Other 982 1,080
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180,282 183,482
Less current portion 20,696 24,373
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Total noncurrent portion of
long-term debt $ 159,586 $ 159,109
============= =============
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 $46,429,000 senior note agreement, the Company is
required to repay the loan in five equal annual installments from 1997 through
2002.
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.
-8-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 (CONTINUED)
Under the terms of the $20,000,000 CDN credit agreement, the Company is required
to repay the loan with three equal annual installments of $2,000,000 CDN
beginning in 1998 with a final payment of $14,000,000 CDN due in 2002. Subject
to certain restrictions, the Company can make prepayments without premium. The
credit agreement has various interest rate options.
Under the terms of the unsecured note agreement with AlliedSignal the remaining
$5,000,000 is to be repaid in two equal annual installments of $2,000,000
beginning in September 1998 with a final payment of $1,000,000 due in 2000.
The Company acquired a 73.4% equity interest in Intermotor Holdings Limited
during 1996. Intermotor has various existing credit facilities which mature by
2003.
The purchase obligations, due under agreements with municipalities, mature in
annual installments through 2003, and are secured by certain property, plant,
and equipment.
Certain loan agreements contain restrictive covenants which require the
maintenance, on a quarterly basis, of minimum working capital and tangible net
worth, as defined, and limit, among other items, investments, indebtedness and
distributions for the payment of dividends and the acquisition of capital stock.
NOTE 7
In October 1997, the Company signed a letter of intent to sell its Service Line
business to R & B, Inc. This anticipated transaction will involve the sale of
selected assets of Champ and APS Service Line and the Pik-A-Nut Fastener Line.
Closing on the sale, which is anticipated in mid-1998, is subject to reaching a
definitive Purchase Agreement.
On March 28, 1998, the Company completed the exchange of their Brake business
for the Moog Automotive Temperature Control business of Cooper Industries.
During the year ended December 31, 1997 the Company provided for estimated
losses on the disposal of these discontinued operations, which included
anticipated operating losses prior to disposal.
These businesses have been classified as discontinued operations in the
accompanying financial statements and as such the operating losses associated
with these businesses have been applied against the provisions for operating
losses established during 1997.
The accompanying financial statements reflect the disposition of selected assets
of the Brake business and the acquisition of selected assets of Moog Automotive
Temperature Control business. These amounts have been estimated based upon
currently available information. Such information may be revised at a later date
based upon the completion of post closing audits by both parties.
NOTE 8
Other assets primarily consist of deferred new customer acquisition costs,
certain held-to-maturity securities, unamortized customer supply agreements,
equity in joint ventures and pension assets.
-9-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As of March 31, 1998 the Company had stockholders' equity of $187,866,000 and
working capital of $189,797,000. The Company expects capital expenditures for
the remainder of 1998 to be approximately $14,000,000, primarily for new
machinery and equipment.
In the first quarter of 1998 the Company suspended the dividend due to losses
incurred in the fourth quarter of 1997. The Company has also decided to omit the
dividend in the second quarter of 1998, believing that it would be prudent to
conserve cash. The reinstatement of the dividend in succeeding quarters of 1998
will be reviewed based upon achieving targeted financial results.
On March 30, 1998, the Company entered into an agreement for a new $108,500,000
short term bank facility. The committed revolving bank credit, which has been
syndicated to a group of six banks expires on November 30, 1998. Prior to the
expiration of this facility, it is the Company's intent to enter into a
multi-year committed bank credit facility to meet its working capital
requirements and to raise additional capital to fund the future growth
opportunities of the Company.
In March 1998, the Company completed the exchange of their Brake business for
the Moog Automotive Temperature Control business of Cooper Industries. The fair
value of the assets received in this exchange exceeded the fair value of the
assets disposed of by approximately $10,000,000 and results in an equal amount
payable to Cooper Industries. This amount will be paid as the Company sells the
acquired finished goods inventory to third parties. Cooper Industries will
retain title to approximately $15,000,000 of such inventory, however, such
interest will decrease as payments under the note are made. The completion of
this exchange had no effect on the results of operations for the three month
period ended March 31, 1998 as it was completed on the final day of the period.
In addition, the Company received short-term financing of $22,500,000 from
Cooper Industries in April 1998 to fund part of the operations of the acquired
temperature control business for the first year. The repayment of the
$22,500,000 note payable is based on a proportional paydown formula related to
the banks paydown, under the new credit facility, with any outstanding balance
payable in July 1999.
During the three months ended March 31, 1998, total debt increased by
$7,059,000. This increase was a direct result of the additional $10,000,000 note
entered into as part of the exchange of the Brake business, offset by
approximately $3,200,000 in long term debt payments made during the first
quarter. During the three month period ended March 31, 1998 accounts receivable
increased by $13,697,000 and inventories increased by $20,996,000. The increase
in accounts receivable is primarily due to receivables associated with increased
sales versus the fourth quarter of 1997. The inventory increase was a direct
result of the completion of the exchange of the Brake business for Moog
Automotive Temperature Control business.
INTERIM RESULTS OF OPERATIONS
- -----------------------------
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 1998 TO THE THREE MONTHS ENDED
- -----------------------------------------------------------------------------
MARCH 31, 1997.
- ---------------
Net sales for the current quarter decreased by $11,689,000 or 8.5% from the
comparable period in 1997 primarily due to sales declines throughout all
divisions. These declines reflect the general softness in sales across the
entire aftermarket industry combined with an unusually mild winter which
effected engine management sales and the elimination of a pre-season stocking
program which reduced volume within temperature control.
-10-
INTERIM RESULTS OF OPERATIONS (CONTINUED)
- -----------------------------------------
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 1998 TO THE THREE MONTHS ENDED
- -----------------------------------------------------------------------------
MARCH 31, 1997.
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The gross margin percentage for the first quarter of 1998 of 34.7% was well
ahead of the 31.6% achieved during the first quarter of 1997. This significant
increase was a direct result of improved operating efficiencies, continued
favorable material purchase costs and our cost reduction program implemented
early in 1998.
Selling, general and administrative (S.G. & A.) expenses decreased by $2,430,000
over the comparable quarter in 1997, however, as a percent of net sales
increased by eight tenths of a percentage point (29.8% versus 29.0% in 1997).
These fluctuations represent reductions in most areas of our businesses,
however, these reductions were out paced by declines in sales. As the year
progresses it is anticipated that the full effect of our cost reduction program
will take effect and that synergies will begin to develop as we consolidate the
Moog Automotive Temperature Control business within our existing temperature
control business.
Interest expense decreased by $156,000 as compared to 1997, due primarily to
lower average borrowings for the period offset slightly by higher average
interest rates.
Taxes based on earnings decreased by $271,000 as compared to 1997 (See note 4).
Income (loss) from discontinued operations improved as a direct result of
provisions established, in the prior year, as part of the loss on the disposal
of these businesses. The operating losses associated with these businesses for
the first quarter of 1998 were applied against these reserves and as such did
not effect net income for the period ended March 31, 1998.
-11-
PART II - OTHER INFORMATION
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) EXHIBIT(S)
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METHOD OF
NUMBER DESCRIPTION FILING
------ ----------- ------
2.1 Asset Exchange Agreement dated as of March 28, *
1998 among SMP Motor Products, LTD., Standard
Motor Products, Inc., Cooper Industries (Canada)
Inc., Moog Automotive Company and Moog
Automotive Products, Inc., without exhibits and
schedules to said agreement filed as an Exhibit of
Registrant's Current Report on Form 8-K dated
March 28, 1998, is incorporated herein by reference.
10.17 Override and Amendment Agreement of March 27, 1998 *
amending the Note Agreement between the Registrant and the
American United Life Insurance Company, the Great
American Life Insurance Company, the Jefferson-Pilot
Life Insurance Company, the Ohio National Life Insurance
Company, the Crown Insurance Company, the Great-
West Life Insurance Company, the Security Mutual Life
Insurance Company, Woodmen Accident and Life Insurance Company
and Nomura Holding America, Inc. dated October 15, 1989 filed
as an Exhibit of Registrant's Current Report on Form 8-K dated
March 28, 1998 is incorporated herein by reference.
10.18 Override and Amendment Agreement of March 27, 1998 amending *
the Note Agreement between the Registrant and Kemper
Investors Life Insurance Company, Federal Kemper Life
Assurance Company, Lumbermens Mutual Casualty Company,
Fidelity Life Association, American Motorists Insurance
Company, American Manufacturers Mutual Insurance
Company, Allstate Life Insurance Company, Teachers
Insurance & Annuity Association of America, and
Phoenix Home Life Mutual Insurance Company dated
November 15, 1992 filed as an Exhibit of Registrant's
Current Report on Form 8-K dated March 28, 1998 is
incorporated herein by reference.
-12-
METHOD OF
NUMBER DESCRIPTION FILING
------ ----------- ------
10.19 Override and Amendment Agreement of March 27, 1998 *
amending the Note Agreement between the Registrant
Life and Metropolitan Insurance Company, the Travelers
Insurance Company, Connecticut Life Insurance Company,
CIGNA Property and Casualty Insurance Company, Life
Insurance Company of North America and American United
Life Insurance Company dated December 1, 1995 filed as an
Exhibit of Registrant's Current Report on Form 8-K
dated March 28, 1998 is incorporated herein by reference.
10.20 Revolving Credit and Guarantee Agreement dated March 30, *
1998 among Standard Motor Products, Inc., Reno Standard
Incorporated, Mardevco Credit Corp., Stanric, Inc., The Chase
Manhattan Bank, The Bank of New York, Fleet Bank, National
Association, NBD Bank, Canadian Imperial Bank of Commerce and
Comerica Bank filed as an Exhibit of Registrant's Current
Report on Form 8-K dated March 28, 1998 is incorporated herein
by reference.
27 Financial Data Schedule Filed with
this Document
* INCORPORATED HEREIN BY REFERENCE
(b) REPORTS ON FORM 8-K
-------------------
(1) A Current Report on Form 8-K, dated March 28, 1998, was filed for
the acquisition and disposition of a significant amount of assets
and for certain other events.
(2) A Current Report on Form 8-K, dated May 14, 1998, amended the
previously filed Form 8-K dated March 28, 1998, to include pro
forma financial information as required.
-13-
SIGNATURE
---------
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)
MAY 15, 1998 /s/ JAMES J. BURKE
- ------------ ----------------------------
(Date) Director of Finance,
Chief Accounting Officer