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, 1994
--------------
[ ] 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, 1994 Common Stock 13,218,226
- - -------------- ------------ ----------------------
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL AND OTHER INFORMATION
MARCH 31, 1994
PART I - FINANCIAL INFORMATION
------------------------------
Item 1 Page No.
- - ------ --------
CONSOLIDATED BALANCE SHEETS 2 & 3
March 31, 1994 and December 31, 1993
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS 4
AND RETAINED EARNINGS for the Three-Month periods ended
March 31, 1994 and 1993
CONSOLIDATED STATEMENTS OF CASH FLOWS 5 & 6
for the Three-Month periods ended March 31, 1994 and 1993
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 7 - 11
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 12
CONDITION AND RESULTS OF OPERATIONS.
PART II - OTHER INFORMATION
---------------------------
Item 5
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Other Information 13
Item 6
- - ------
Exhibits and Reports on Form 8K 13
Signature 13
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[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
------
<CAPTION>
March 31, December 31,
1994 1993
----------- ------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 8,028 $ 12,346
Marketable securities 6,236 11
Accounts and notes receivable, net of
allowance for doubtful accounts and
discounts of $6,758 (1993 - $5,536) 119,613 97,754
Inventories (Note 3) 164,024 164,150
Prepaid taxes based on earnings 186 974
Deferred income taxes (Note 9) 17,460 17,460
Prepaid expenses and other current assets 9,737 11,100
----------- ---------
Total current assets 325,284 303,795
Property, plant and equipment, net of
accumulated depreciation (Note 4) 102,228 103,004
Other assets:
Receivables due after one year 436 2,645
Sundry (Note 11) 14,183 13,893
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Total assets $ 442,131 $ 423,337
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----------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
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[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<CAPTION>
March 31, December 31,
1994 1993
----------- ------------
(Unaudited)
<S> <C> <C>
Current liabilities:
Notes payable - banks $ 36,500 $ 5,100
Current portion of long-term debt (Note 7) 4,940 4,935
Accounts payable 36,780 41,373
Sundry payables and accrued expenses 37,148 32,033
Taxes based on earnings 4,617
Taxes (other than those based on earnings) 750 1,332
Payroll and commissions 4,624 10,173
----------- ---------
Total current liablities 120,742 99,563
Long-term debt (Note 7) 126,655 130,514
Deferred income taxes (Note 9) 3,625 3,625
Postretirement benefits other than pensions (Note 9) 11,789 11,452
----------- ---------
Total liablities 262,811 245,154
Commitments and contingencies (Note 7)
Stockholders' equity (Notes 6, 7 and 8):
Common stock-par value $2.00 per share
Authorized - 30,000,000 shares
Issued - 13,324,476 shares in 1994
and 13,309,976 shares in 1993
(including 106,250 and 5,000 shares held as 26,649 26,620
treasury shares in 1994 and 1993, respectively)
Capital in excess of par value 2,220 2,120
Loan to E.S.O.P. (6,705) (8,385)
Minimum pension liability adjustment (581) (581)
Retained earnings 160,135 158,456
Foreign currency translation adjustment 19 69
----------- ---------
181,737 178,299
Less: treasury stock-at cost 2,417 116
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Total stockholders' equity 179,320 178,183
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Total liabilities and stock $ 442,131 $ 423,337
----------- ---------
----------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS
(Dollars in thousands, except for shares & per share data)
(Unaudited)
<CAPTION>
For the Three Months Ended
March 31,
---------------------------
1994 1993
---- ----
<S> <C> <C>
Net Sales $ 147,126 $ 127,755
Cost of sales 96,900 82,071
----------- --------
Gross profit on sales 50,226 45,684
Selling, general and
administrative expenses 43,651 38,807
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6,575 6,877
Other income (expense) - net 228 226
----------- --------
6,803 7,103
Interest expense 2,888 3,195
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Earnings before taxes and cumulative
effect of changes in accounting
principles 3,915 3,908
Taxes based on earnings (Note 5) 1,170 1,055
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Earnings before cumulative effect
of changes in accounting principles 2,745 2,853
Cumulative effect of changes in
accounting for postretirement
benefits and income taxes, net
(Note 9) (1,090)
----------- --------
Net earnings $ 2,745 $ 1,763
Retained earnings
at beginning of period 158,456 145,159
----------- --------
161,201 146,922
Less: dividends for period 1,066 1,049
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Retained earnings at end of period $ 160,135 $ 145,873
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Per share data:
- - ---------------
Earnings before cumulative effect
of changes in accounting principles $.21 $.22
Cumulative effect of changes in
accounting principles ( .09)
---- ----
Net earnings per share $.21 $.13
---- ----
---- ----
Dividends per common share $.08 $.08
---- ----
Average number of common and
common equivalent shares
(Note 8) 13,285,999 13,216,165
----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<CAPTION>
For The Three Months Ended
March 31,
--------------------------
1994 1993
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net Income $2,745 $1,763
------ ------
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Cumulative effect of changes in accounting
for postretirement benefits and income taxes, net 1,090
Depreciation and amortization 2,815 2,680
Loss on sale of property, plant & equipment 25
(Gain) on sale of marketable securities (121) (9)
Change in assets and liabilities:
(Increase) in accounts receivable, net (22,062) (11,615)
(Increase) decrease in inventories (210) 3,699
Decrease in prepaid taxes based on earnings 788 1,233
(Increase) decrease in other assets 1,824 (604)
Increase (decrease) in accounts payable (4,584) 6,882
(Decrease) in taxes based on earnings (4,617) (589)
(Decrease) in other current assets and liabilities (4,237) (3,422)
Increase in sundry payables and accrued expenses 5,524 2,226
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Total adjustments (24,855) 1,571
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Net cash provided by (used in) operating activities (22,110) 3,334
Cash flows from investing activities:
Proceeds from sales of marketable securities 402 2,539
Purchases of marketable securities (6,506) (7,244)
Capital expenditures (2,068) (2,211)
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Net cash (used in) investing activities (8,172) (6,916)
Cash flows from financing activities:
Net borrowings under line-of-credit agreements 31,400 5,000
Principal payments of long-term debt (3,854) (13,691)
Reduction of loan to E.S.O.P. 1,680 1,680
Proceeds from exercise of employee stock options 303
Purchase of treasury stock (2,475)
Dividends paid (1,066) (1,049)
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Net cash provided by (used in) financing activities 25,988 (8,060)
-------- ------
</TABLE>
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[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<CAPTION>
For The Three Months Ended
March 31,
--------------------------
1994 1993
---- ----
<S> <C> <C>
Effect of exchange rate changes on cash (24)
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Net (decrease) in cash (4,318) (11,642)
Cash and cash equivalents at beginning of the period 12,346 17,025
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Cash and cash equivalents at end of the period $8,028 $ 5,383
------ ------
------ ------
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 895 $ 1,348
Income taxes 4,999 411
</TABLE>
The accompanying notes are an integral part of these financial statements.
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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1
The accompanying financial information should be read in conjunction with the
financial statements, including the notes thereto, for the year ended
December 31, 1993.
Note 2
Management acknowledges its responsibility for the preparation of the
accompanying interim 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.
Note 3
Inventories
-----------
(In thousands)
March 31, December 31,
1994 1993
--------- ------------
Finished goods $103,898 $103,886
Work in process 18,386 18,249
Raw materials 41,740 42,015
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Total inventories $164,024 $164,150
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--------- ------------
Note 4
Property, Plant and Equipment
-----------------------------
(In thousands)
March 31, December 31,
1994 1993
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Land and buildings $ 67,470 $ 67,470
Machinery and equipment 55,932 55,341
Tools, dies and auxiliary equipment 6,526 6,526
Furniture and fixtures 13,753 13,756
Leasehold improvements 4,620 4,622
Construction in progress 9,541 8,147
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157,842 155,862
Less accumulated depreciation
and amortization 55,614 52,858
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Total property, plant and equipment, net $102,228 $103,004
--------- ------------
--------- ------------
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 $2,134,000 in 1994 and approximately $1,503,000 in 1993, are
exempt from United States income taxes and are partially exempt from Puerto
Rican income taxes. Income earned by foreign subsidiaries not eliminated in
consolidation amounted to approximately $22,000 and $368,000 for the three
months ended March 31, 1994 and 1993.
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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 6
At March 31, 1994 there were 60,250 shares of common stock reserved for the
exercise of stock options.
Note 7
Long Term Debt
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(In thousands)
March 31, December 31,
1994 1993
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Long term debt consists of:
7.85% senior notes payable $ 65,000 $ 65,000
11.25% - 11.50% senior notes payable 4,000 6,000
9.47% senior notes payable 30,000 30,000
6.01% senior notes payable 15,000 15,000
Credit Agreement 6,714 8,394
7.35% - 12.875% purchase obligations 9,695 9,862
Floating rate purchase obligation 1,100 1,100
9.50% mortgage payable 86 93
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131,595 135,449
Less current portion 4,940 4,935
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$126,655 $130,514
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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 $4,000,000 senior note agreement, the Company is
required to repay the remaining loan in equal annual installments in 1995 and
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 $15,000,000 senior note agreement, the Company is
required to repay the loan in full in 1995. The Company also entered into an
interest rate swap agreement. The swap agreement modifies the interest rate on
the $15,000,000 senior note agreement, adjusted favorably or unfavorably for
the spread between 5.66% and the 6-month reserve unadjusted London Interbank
Offering Rate ("LIBOR").
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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 7 (Continued)
The Credit Agreement matures in equal 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 $7,425,000 of 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.
The purchase obligations, due under agreements with municipalities, mature in
annual installments through 2003, and are secured by certain property, plant
and equipment.
The floating rate purchase obligation matures in annual installments through
1999, bears interest at sixty-five percent of prime, and is secured by certain
property, plant and equipment.
The mortgage payable is due in installments through 1995.
The 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. Effective March 31, 1994, the Company had unrestricted retained
earnings of $6,439,000.
Note 8
The average number of common and common equivalent shares used in the
computation of per share data is summarized as follows:
For The Three Months Ended
March 31,
--------------------------
1994 1993
---- ----
Weighted average
number of shares 13,271,090 13,121,526
Shares issuable
upon assumed exercise
of stock options
(Treasury stock method) 14,909 94,639
----------- ----------
Number of shares to
be used 13,285,999 13,216,165
----------- ----------
----------- ----------
The calculations on a primary and a fully diluted basis are not presented since
the alternative computation resulted in an insignificant change in the number
of shares and it did not result in any change in earnings per share.
-9-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 9
Effective January 1, 1993 the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions", and SFAS No. 109, "Accounting for Income Taxes". Prior
years' financial statements have not been restated to apply the provisions of
SFAS No. 106 or No. 109.
The Company provides certain medical and dental care benefits to eligible
retired employees. Salaried employees become eligible for retiree health care
benefits after reaching age 65 if they retire at age 65 or older with at least
15 years of continuous service. EIS Brake Parts unionized employees become
eligible after reaching age 65 if they retire at age 65 or older with at least
10 years of continuous service. Other unionized employees are covered under
union health care plans.
Generally, the health care plans pay a stated percentage of most health care
expenses reduced for any deductible and payments made by government programs
and other group coverage. The costs of providing most of these benefits has
been shared with retirees since 1991. Retiree annual contributions will
increase proportionally if the Company's health care payments increase. The
plans are unfunded.
SFAS No. 106 requires that the expected cost of these postretirement benefits
be charged to expense during the years that the employees render services.
SFAS No. 106 was adopted in 1993 using the immediate recognition transition
option; the accumulated postretirement benefit obligation of $10,225,000, and
related deferred tax benefit of $4,090,000 (net of $6,135,000), has been
included in "cumulative effect of changes in accounting for postretirement
benefits and income taxes, net" in the condensed consolidated statement of
earnings. On an ongoing basis, after the cumulative catch-up adjustment, the
change due to this new accounting standard resulted in an incremental annual
pre-tax expense of approximately $1,227,000 in 1993 and will result in an
incremental annual pre-tax expense of approximately $1,350,000 in 1994. This
new accounting method has no effect on the Company's cash outlays for retiree
benefits.
For measuring the expected postretirement benefit obligation, a 14 percent
annual rate of increase in the per capita claims cost was assumed for 1993.
This rate was assumed to decrease 1 percent per year to 7% in 2000, then 0.5
percent per year to 6 percent in 2002 and remain at that level thereafter. The
weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 8 percent at January 1, 1993.
Under SFAS No. 109, deferred tax balances are stated at tax rates expected to
be in effect when taxes are actually paid or recovered. The cumulative
catch-up adjustment resulted in a deferred tax benefit of $5,045,000, which has
been included in the condensed consolidated statements of earnings as
"cumulative effect of changes in accounting for postretirement benefits and
income taxes, net".
The following is a summary of the components of the net deferred tax asset and
liability accounts recognized in the accompanying consolidated balance sheets.
-10-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands)
March 31,
1994
---------
Differences between tax and book amounts:
Deferred tax assets:
Inventory $ 9,291
Allowance for customer returns 5,412
Postretirement benefits 4,581
Allowance for doubtful accounts 1,348
Accrued salaries 1,424
Restructuring charges 1,023
Other - net 408
---------
Total 23,487
---------
Deferred tax liabilities:
Depreciation 8,093
Promotional costs 728
Other 831
---------
Total 9,652
---------
Net deferred tax asset $13,835
---------
---------
Effective January 1, 1994 the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 112, "Employers' Accounting for Postemployment
Benefits". This standard requires that the cost of benefits provided to former
or inactive employees be recognized on the accrual basis of accounting. The
standard had an immaterial impact on the Company's financial position and
results of operations for the three months ended March 31, 1994.
Note 10
In April 1993, the Company acquired, for approximately $9,000,000,
substantially all of the general service line inventory and certain other
related assets of APS, Inc., a national distributor of automotive parts, along
with a ten-year agreement to supply this product line to APS, Inc. on an
exclusive basis. This acquisition has been accounted for as a purchase. The
acquisition increased consolidated net sales by approximately $3,600,000 for
the three months ended March 31, 1994 and had a minor impact on consolidated
net earnings.
As of January 1994, the Company entered into a Joint Venture Agreement for the
remanufacture of calipers and other brake related items. The Company's initial
investment was approximately $250,000. The joint venture had an immaterial
effect on consolidated net earnings for the three months ended March 31, 1994.
Note 11
Other assets - sundry consists of unamortized customer supply agreements,
long-term investments, pension assets, equity in joint ventures and deferred
charges.
-11-
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, 1994, the Company was in a liquid position with stockholders'
equity of $179,320,000 and working capital of $204,542,000. The Company
expects capital expenditures for 1994 to be approximately $15,000,000 primarily
for new machinery and equipment. At March 31, 1994, the Company had unused
lines of credit aggregating approximately $69,000,000 which will be used as a
source of funding working capital requirements and capital expenditures. The
Company anticipates that its present sources of funds will continue to be
adequate to meet its needs.
Interim Results of Operations
- - -----------------------------
Comparison of the three months ended March 31, 1994 to the three months ended
- - -----------------------------------------------------------------------------
March 31, 1993.
- - ---------------
Net sales for the current quarter increased $19,371,000 or 15.2% from the
comparable quarter in 1993. Sales increases greater than 10% were evident in
all divisions except for the EIS Brake Parts Division's 3% sales increase. The
largest percentage increases were at the Champ Service Line Division due to the
acquisition of a new product line in the second quarter of 1993 (see Note 10)
and the Temperature Control Systems Division. Excluding the sales resulting
from the APS Service Line acquisition, revenues for the quarter increased by
12.3% from the comparable quarter in 1993.
Cost of goods sold as a percentage of net sales for the first quarter of 1994
of 65.9% was higher than the 64.2% during the comparable quarter in 1993. The
increase reflects the required price reductions implemented early in the
quarter to respond to competitive actions. Although the Company is
aggressively implementing cost reduction programs to offset these lower prices,
many of these programs will not achieve their full impact on gross margins
until later this year. The cost of goods sold percentage was slightly impacted
by lower gross margins related to the new product line acquired by the Champ
Service Line Division and by foreign currency translation of the weakening
Canadian dollar.
Selling, general and administrative (S.G.&A.) expenses increased by $4,844,000
over the comparable period in 1993. As a percentage of net sales, S.G.&A.
expenses were 29.7% in 1994 as compared to 30.4% in 1993. The expense increase
was primarily due to a $2,446,000 increase in new customer acquisition costs
associated with gaining significant new business in 1993, costs which did not
exist in the comparable period a year ago. These costs will decrease later
this year. In addition, higher variable costs due to increased sales and costs
to support the service line expansion also attributed to the expense increase.
Interest expense decreased by $307,000 primarily due to a lower average
effective borrowing rate.
Taxes based on earnings increased by $115,000 primarily due to a higher
effective tax rate of 29.9% in 1994 as compared to 27% in 1993. The higher
effective tax rate in 1994 was primarily due to an increase in tax rates
resulting from the Omnibus Budget Reconciliation Act of 1993.
Cumulative effect of changes in accounting for postretirement benefits and
income taxes, net is the result of the Company adopting, as of January 1, 1993,
two changes in accounting principles, Statement of Financial Accounting
Standards (SFAS) No. 106 - "Employers' Accounting for Postretirement Benefits
Other Than Pensions" and SFAS No. 109 - "Accounting for Income Taxes". The
aftertax charge for SFAS No. 106 of $6,135,000 (after an income tax benefit of
$4,090,000), combined with the tax benefit for SFAS No. 109 of $5,045,000
reduced net earnings by $1,090,000 in the first quarter of 1993.
-12-
PART II - OTHER INFORMATION
---------------------------
Item 5. Other Information
- - ---------------------------
The Company announced on April 20, 1994 that the Board of Directors has
authorized the repurchase by the Company of up to 200,000 shares of its common
stock to be used to meet present and future requirements of its stock option
program. The repurchase of shares will be made from time to time in the open
market over the next twelve months.
Item 6. Exhibits and Reports on Form 8-K
There were no reports on Form 8-K filed for this quarter.
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.
STANDARD MOTOR PRODUCTS, INC.
-----------------------------
(Registrant)
May 13, 1994 Michael J. Bailey
- - ------------ -----------------------
(Date) Vice President Finance,
Chief Financial Officer
-13-
