UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 001-13657
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form N-SAR
For Period Ended: December 31, 2001
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
STANDARD AUTOMOTIVE CORPORATION
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Full Name of Registrant
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Former Name if Applicable
280 PARK AVENUE, 21ST FLOOR WEST
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Address of Principal Executive Office (Street and Number)
NEW YORK, NEW YORK 10017
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
|X| (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K
or Form N-SAR, or portion thereof, will be filed
on or before the fifteenth calendar day
following the prescribed due date; or the
subject quarterly report or transition report on
Form 10-Q, or portion thereof will be filed on
or before the fifth calendar day following the
prescribed due date; and
|_| (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if
applicable.
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PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report, or portion thereof, could not be filed within
the prescribed time period.
On February 11, 2002, Standard Automotive Corporation ("we" or "our")
announced that our Board of Directors (the "Board") had appointed director John
E. Elliott II as Chairman of the Board and Chief Restructuring Officer. We also
announced that James F. O'Crowley, III was no longer our Chief Executive Officer
and President. In addition, the following directors have resigned from our
Board: Karl M. Massaro, Steven J. Merker, William C. Needham, Jr. (a member of
our Board's Audit Committee) and Joseph Spinella.
Because of the changes in our senior management, our Board and the Audit
Committee of our Board, we do not have sufficient time and resources to complete
and file our Quarterly Report on Form 10-Q for the fiscal quarter ended December
31, 2001 (the "10-Q") by the prescribed due date.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John E. Elliott II, Chief Restructuring Officer (212) 286-1300
Matthew B. Burris, Chief Financial Officer (212) 286-1300
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Sections 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
|X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof? |X| Yes |_| No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
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In the 10-Q, we expect to report a net loss of approximately $5.8 million for
the three months ended December 31, 2001, as compared to a net loss of
approximately $1.9 million for the same period in 2000. We expect to report net
revenues of $18.2 million for the three months ended December 31, 2001, a
decrease of 43.7% from net revenues of $32.3 million, as restated, for the same
period in 2000. We expect to report that net revenues for our Truck Body/Trailer
Division decreased to approximately $8.9 million for the three months ended
December 31, 2001 from approximately $21.4 million, as restated, for the same
period in 2000, a decrease of 58%. The decrease in net revenues is primarily
attributable to the significant downturn in the truck body and trailer
industries. We expect to report that as a result of the downturn in our Truck
Body/Trailer Division, our Critical Components Division contributed 51.0% of
revenues for the three months ended December 31, 2001 versus 33.8% for the same
period in 2000. We expect to report that our Critical Components Division
experienced an overall net revenue decrease of 14.7%, to $9.3 million for the
three months ended December 31, 2001, compared to $10.9 million for the same
period in 2000. We expect to report that selling, general & administrative
expenses ("SG&A") were $5.3 million during the three months ended December 31,
2001, a decrease of $0.1 million from $5.4 million incurred, as restated, during
the comparable period in 2000. SG&A, as a percentage of net revenues, increased
to 29.1% of net revenues, up from 16.7% for the comparable period in 2000. The
percentage increase reflects the lower revenues in 2001 while we incurred
professional fees associated with our efforts to restructure our Term Loan and
Revolving Credit Facility (the "Credit Facility") and obtain forbearance from
the senior lenders under the Credit Facility.
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STANDARD AUTOMOTIVE CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date February 14, 2002 By /s/ MATTHEW B. BURRIS
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MATTHEW B. BURRIS
Chief Financial Officer,
Treasurer, Vice President
and Secretary
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S. Code 1001).