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 June 30, 1995
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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
----------------- ------------------ ----------------------------
June 30, 1995 Common Stock 13,127,826
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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL AND OTHER INFORMATION
JUNE 30, 1995
PART 1 - FINANCIAL INFORMATION
------------------------------
Item 1 Page No.
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CONSOLIDATED BALANCE SHEETS
June 30, 1995 and December 31, 1994 2 & 3
CONSOLIDATED STATEMENTS OF EARNINGS AND
RETAINED EARNINGS for the Three-Month and 4
Six-Month periods ended June 30, 1995 and 1994
CONSOLIDATED STATEMENTS OF CASH FLOWS for the Six-Month
periods ended June 30, 1995 and 1994 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 4
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Submission of matters to a vote of Security Holders 11
Item 6
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Exhibits and Reports on Form 8K 11
Signature 12
- 1 -
[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
------
<CAPTION>
June 30, December 31,
1995 1994
----------- ------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 8,169 $ 2,796
Marketable securities (Note 2) 7,987 6,018
Accounts and notes receivable, net of
allowance for doubtful accounts and
discounts of $8,753 (1994 - $5,708) 167,828 109,966
Inventories (Note 3) 203,167 185,855
Deferred income taxes 20,111 20,111
Prepaid expenses and other current assets 7,114 4,131
------------ --------------
Total current assets 414,376 328,877
Property, plant and equipment, net of
accumulated depreciation (Note 4) 106,746 104,126
Other assets (Note 9) 35,071 29,348
------------ --------------
Total assets $ 556,193 $ 462,351
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------------ --------------
</TABLE>
See accompanying notes to consolidated financial statements.
-2-
[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except for shares and per share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<CAPTION>
June 30, December 31,
1995 1994
----------- --------------
(Unaudited)
<S> <C> <C>
Current liabilities:
Notes payable - banks $ 90,200 $ 6,600
Current portion of long-term debt (Note 7) 19,972 19,987
Accounts payable 37,331 40,517
Sundry payables and accrued expenses 69,694 62,066
Payroll and commissions 7,730 10,500
------------ --------------
Total current liabilities 224,927 139,670
Long-term debt (Note 7) 105,734 109,927
Deferred income taxes 4,865 4,863
Postretirement benefits other than pensions 13,510 12,802
------------ --------------
Total liabilities 349,036 267,262
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 1995 and 1994
(including 196,650 and 203,650 shares held as 26,649 26,649
treasury shares in 1995 and 1994, respectively)
Capital in excess of par value 2,526 2,555
Loan to Employee Stock Ownership Plan (ESOP) (5,025) (6,705)
Minimum pension liability adjustment (1,204) (1,204)
Retained earnings 188,000 177,904
Foreign currency translation adjustment 46 (139)
------------ --------------
210,992 199,060
Less: treasury stock-at cost 3,835 3,971
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Total stockholders' equity 207,157 195,089
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Total liabilities and stockholders' equity $ 556,193 $ 462,351
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</TABLE>
See accompanying notes to consolidated financial statements.
-3-
[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS
(Dollars in thousands, except for shares and per share data)
(Unaudited)
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 184,040 $ 187,645 $ 343,760 $ 334,771
Cost of sales 123,272 123,656 228,793 220,556
------------- -------------- ------------- --------------
Gross profit 60,768 63,989 114,967 114,215
Selling, general and
administrative expenses 46,676 49,105 92,761 92,756
------------- -------------- ------------- --------------
Operating Income 14,092 14,884 22,206 21,459
Other income (expense) - net 725 49 1,103 277
------------- -------------- ------------- --------------
14,817 14,933 23,309 21,736
Interest expense 3,864 3,212 7,022 6,100
------------- -------------- ------------- --------------
Earnings before taxes 10,953 11,721 16,287 15,636
Taxes based on earnings (Note 5) 2,652 3,505 4,092 4,675
------------- -------------- ------------- --------------
Net earnings $ 8,301 $ 8,216 $ 12,195 $ 10,961
Retained earnings
at beginning of period 180,748 160,135 177,904 158,456
------------- -------------- ------------- --------------
189,049 168,351 190,099 169,417
Less: cash dividends for period 1,049 1,052 2,099 2,118
------------- -------------- ------------- --------------
Retained earnings at end of period$ 188,000 $ 167,299 $ 188,000 $ 167,299
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
Per share data:
---------------
Net earnings per share $.63 $.62 $.93 $.83
---- ---- ---- ----
Dividends per common share $.08 $.08 $.16 $.16
---- ---- ---- ----
Weighted average number of common
shares outstanding 13,125,189 13,156,433 13,123,925 13,219,584
---------- ---------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
-4-
[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<CAPTION>
For the Six Months Ended
June 30,
-------------------------
1995 1994
--------- -------
<S> <C> <C>
Cash flows from operating activities:
Net Earnings $ 12,195 $ 10,961
Adjustments to reconcile net earnings to net
cash used in operating activities:
Depreciation and amortization 6,359 5,623
(Gain) loss on sale of property,plant & equipment (63) 112
Proceeds from sales of trading securities 2,299
Purchases of trading securities (3,850)
Change in assets and liabilities:
(Increase) in accounts receivable, net (57,720) (52,231)
(Increase) decrease in inventories (17,116) 949
(Increase) decrease in other assets (5,657) 4,030
(Decrease) in accounts payable (3,196) (681)
(Decrease) in other current assets and liabilities (6,133) (2,038)
Increase in sundry payables and accrued expenses 8,284 13,523
---------- --------
Net cash (used in) operating activites (64,598) (19,752)
Cash flows from investing activities:
Purchases of held-to-maturity securities (213)
Proceeds from sales of marketable securities 2,826
Purchases of marketable securities (10,345)
Capital expenditures (8,903) (5,126)
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Net cash (used in) investing activities (9,116) (12,645)
Cash flows from financing activities:
Net borrowings under line-of-credit agreements 83,600 31,300
Principal payments of long-term debt (4,208) (4,193)
Reduction of loan to ESOP 1,680 1,680
Proceeds from exercise of employee stock options 107 303
Purchase of treasury stock (4,225)
Dividends paid (2,099) (2,118)
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Net cash provided by financing activities 79,080 22,747
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Effect of exchange rate changes on cash 7 (13)
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Net increase (decrease) in cash 5,373 (9,663)
Cash and cash equivalents at beginning of the period 2,796 12,346
---------- --------
Cash and cash equivalents at end of the period $ 8,169 $ 2,683
---------- --------
---------- --------
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 6,897 $ 6,210
Income taxes 4,392 3,146
</TABLE>
-5-
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, 1994.
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 1994 have been reclassified to
conform with the 1995 presentation.
Note 2
Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments
in Debt and Equity Securities". Prior years' financial statements have not
been restated to apply the provisions of SFAS No.115. The adoption of the
standard had an immaterial impact on the Company's financial position and
results of operations for the period ending June 30, 1995.
At June 30, 1995, held-to-maturity securities amounted to approximately
$11,003,000 and trading securities amounted to approximately $1,784,000.
Held-to-maturity securities consist primarily of U.S. Treasury Bills and
corporate debt securities which are reported at unamortized cost which
approximates fair value. As of June 30, 1995, $6,203,000 of the
held-to-maturity securities mature within one year and $4,800,000 mature
within five to ten years.
The first-in, first-out method is used in computing realized gains or losses.
Note 3
Inventories
-----------
(Dollars in thousands)
June 30, December 31,
1995 1994
------------- ------------
(Unaudited)
Finished goods $ 123,878 $ 114,021
Work in process 19,732 19,336
Raw materials 59,557 52,498
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Total inventories $ 203,167 $ 185,855
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Note 4
Property, Plant and Equipment
-----------------------------
(Dollars in thousands)
June 30, December 31,
1995 1994
------------- ------------
(Unaudited)
Land and buildings $ 68,162 $ 67,819
Machinery and equipment 70,139 65,146
Tools, dies and auxiliary equipment 7,596 7,244
Furniture and fixtures 15,663 15,025
Leasehold improvements 4,686 4,641
Construction in progress 10,088 7,481
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176,334 167,356
Less accumulated depreciation 69,588 63,230
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Total property, plant and equipment - net $ 106,746 $ 104,126
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- 6 -
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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
$5,716,000 and $4,063,000 for the six months ended June 30, 1995 and
1994, respectively, are exempt from United States income taxes and are
partially exempt from Puerto Rican income taxes.
Note 6
At June 30, 1995, 431,000 shares of authorized but unissued common
stock were reserved for issuance under the Company's stock option plans, of
which 281,000 shares were subject to outstanding options. 196,650 shares
held in treasury will be used to meet requirements for the Company's stock
option program.
93,500 outstanding options were vested at June 30, 1995. 62,500 of the
unvested outstanding options will become vested each May 2 through 1998.
Note 7
Long-Term Debt
--------------
(Dollars in thousands)
June 30, December 31,
1995 1994
------------- ------------
(Unaudited)
Long-term debt consists of:
7.85% senior note payable $ 65,000 $ 65,000
10.00% - 10.50% senior note payable 2,000 4,000
9.47% senior note payable 30,000 30,000
6.01% senior note payable 15,000 15,000
Credit Agreement 5,034 6,714
7.50% - 10.50% purchase obligations 7,697 8,200
Floating rate purchase obligation 950 950
9.50% mortgage payable 25 50
------------- ------------
125,706 129,914
Less current portion 19,972 19,987
Total noncurrent portion of ------------- ------------
long-term debt $ 105,734 $ 109,927
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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 $2,000,000 senior note agreement, the Company is
required to repay the remaining loan in one final installment 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 $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").
- 7 -
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7 (Continued)
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 $5,737,500 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 Company is exposed to credit loss in the event of nonperformance by the
other parties to the interest rate swap agreements. However, the Company
does not anticipate nonperformance by the counterparties.
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.
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 June 30, 1995, the Company had unrestricted retained earnings of
$16,329,000.
Note 8
In February 1995 the Company acquired, for approximately $3,900,000, the
assets and certain liabilities of PIK-A-NUT Corporation. Located in
Huntington, Indiana, PIK-A-NUT Corporation distributes a complete line of
general fasteners, brass fittings, expansion plugs and clamps primarily to the
automotive aftermarket. This acquisition will expand the capability of
Standard's Champ Service Line Division to supply a full line of service products
to the automotive aftermarket. The acquisition had an immaterial effect on
consolidated net earnings for the six months ended June 30, 1995.
In June 1995, the Company acquired, for approximately $4,000,000, the assets
and certain liabilities of Automotive Dryers, Inc. and Air Parts, Inc.
Automotive Dryers, Inc. manufactures and distributes receiver filter dryers and
accumulators for mobile air conditioning systems. Air Parts, Inc. is a
distributor of parts for mobile air conditioning systems. These acquisitions,
located in Cumming, Georgia, expand the manufacturing and distribution
capabilities of Standard's Four Seasons Temperature Control Systems Division.
The acquisition had an immaterial effect on consolidated net earnings for the
six months ended June 30, 1995.
Note 9
Other assets consist of deferred charges, unamortized customer supply
agreements, long-term investments, unamortized goodwill, equity in joint
ventures, pension assets, security deposits and receivables due after one year.
- 8 -
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
As of June 30, 1995, the Company was in a liquid position with stockholders'
equity of $207,157,000 and working capital of $189,449,000. The Company
expects capital expenditures to be approximately $9,000,000 for new machinery
and equipment for the remainder of 1995. At June 30, 1995, the Company had
unused lines of credit aggregating approximately $19,000,000 which will be used
as a source of funding working capital requirements and capital expenditures.
This amount includes a line of credit increase of $5,000,000 in June 1995. In
July 1995, the Company further expanded its credit lines by an additional
$5,000,000. The Company anticipates that its present sources of funds under
the expanded credit lines will continue to be adequate to meet its needs.
As part of an ongoing operating strategy, the Company is reviewing potential
acquisition candidates in related automotive component businesses. If such
an acquisition is made, additional sources of capital could be required. It
presently is anticipated that any such acquisition could be funded in the
short term by presently available lines of credit with new long term financing
to follow.
INTERIM RESULTS OF OPERATIONS
-----------------------------
Comparison of the three months ended June 30, 1995 to the three months
----------------------------------------------------------------------
ended June 30, 1994.
--------------------
Net sales for the current quarter decreased $3,605,000 or 1.9% from the
comparable quarter in 1994. Sales decreases in most divisions were offset by a
sales increase in the Temperature Control Systems division and new sales from
1995 acquisitions. Sales decreases were mainly due to customers carrying
relatively large inventories into the second quarter, partially due to the mild
winter.
The gross margin percentage for the second quarter of 1995 of 33.0% was below
the 34.1% during the comparable quarter in 1994. This increase in cost of goods
sold as a percentage of net sales primarily reflects the Company's continued
expansion into non-traditional markets, which generally have lower gross
margins, but require less selling, general and administrative support expense.
Partially offsetting this factor was the Company's continuing cost reduction
programs.
Selling, general and administrative (S.G. & A.) expenses decreased by
$2,429,000 over the comparable quarter in 1994. This decrease was primarily
due to lower new customer acquisition costs, lower commission fees, variable
distribution expenses and marketing cooperative programs due to decreased
sales and the Company's continuing cost reduction programs. As a percentage of
net sales, S.G.& A expenses declined to 25.4% in 1995 compared to 26.2% in 1994.
Other income - net increased $676,000 primarily due to higher earnings at Blue
Streak Electronics, Inc., our Canadian joint venture that rebuilds automotive
computers, and a higher rate of return on investments, partially offset by an
increase in the loss on sale of accounts receivable.
Interest expense increased by $652,000 due primarily to higher average
borrowings and secondarily to a slightly higher average borrowing rate on
total borrowings.
Taxes based on earnings decreased by $853,000 due to a lower effective tax
rate of 24.2% in 1995 as compared to 29.9% in 1994 and lower earnings.
The lower effective tax rate in 1995 was primarily due to the higher relative
earnings of the Company's Puerto Rican and Hong Kong subsidiaries.
- 9 -
INTERIM RESULTS OF OPERATIONS
-----------------------------
Comparison of the six months ended June 30, 1995 to the six months
------------------------------------------------------------------
ended June 30, 1994.
--------------------
Net sales for the six months increased $8,989,000 or 2.7% from the comparable
period in 1994. A significant sales increase at the Temperature Control Systems
Division and sales from 1995 acquisitions were partially offset by slight sales
decreases at each of the remaining divisions.
The gross margin percentage for the six months period in 1995 of 33.4% was
below the 34.1% during the comparable period in 1994. This increase in cost of
goods sold as a percentage of net sales reflects the Company's continued
expansion into non-traditional markets, which generally have lower gross
margins, but require less selling, general and administrative support expense.
Partially offsetting this factor was the Company's continuing cost reduction
programs.
Selling, general and administrative (S.G. & A.) expenses were virtually
unchanged versus the comparable period in 1994. As a percentage of net sales,
S.G.& A. expenses declined to 27.0% in 1995 compared to 27.7% in 1994. This
percentage decrease was due in part to the continued expansion into
non-traditional markets which require less selling, general and administrative
support expense, and the Company's continuing cost reduction programs.
Other income - net increased $826,000 primarily due to higher earnings at Blue
Streak Electronics, Inc., our Canadian joint venture that rebuilds automotive
computers and a higher rate of return on investments, partially offset by an
increase in the loss on sale of accounts receivable.
Interest expense increased by $922,000 due primarily to higher average
borrowings and a slightly higher average effective borrowing rate on total
borrowings.
Taxes based on earnings decreased by $583,000 due to a lower effective tax
rate of 25.1% in 1995 as compared to 29.9% in 1994. The lower effective
tax rate in 1995 was primarily due to the higher relative earnings of the
Company's Puerto Rican and Hong Kong subsidiaries. The impact on taxes
of the lower effective tax rate was partially offset by higher earnings.
- 10 -
PART II - OTHER INFORMATION
---------------------------
Item 4. Submission of matters to a vote of Security Holders
-------------------------------------------------------------
a) May 25, 1995, Annual Meeting
b) Directors Elected - Bernard Fife
Nathaniel L. Sills
Arlene R. Fife
Ruth F. Sills
John L. Kelsey
Robert J. Swartz
William H. Turner
Lawrence I. Sills
Arthur D. Davis
c) Proposals voted upon:
(i) Election of Directors:
For: 10,630,634
Against: 15,803
Withheld: 111,710
Item 6. Exhibits and Reports on Form 8-K
------------------------------------------
There were no reports on Form 8-K filed for this quarter.
- 11 -
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.
-------------------------------
(Registrant)
August 14, 1995 David Kerner
--------------- -------------------------------
(Date) Treasurer
- 12 -
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> QTR-2
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 8169
<SECURITIES> 7987
<RECEIVABLES> 176581
<ALLOWANCES> 8753
<INVENTORY> 203167
<CURRENT-ASSETS> 414376
<PP&E> 176334
<DEPRECIATION> 69588
<TOTAL-ASSETS> 556193
<CURRENT-LIABILITIES> 224927
<BONDS> 105734
<COMMON> 26649
0
0
<OTHER-SE> 180508
<TOTAL-LIABILITY-AND-EQUITY> 556193
<SALES> 343760
<TOTAL-REVENUES> 343760
<CGS> 228793
<TOTAL-COSTS> 228793
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1836
<INTEREST-EXPENSE> 7022
<INCOME-PRETAX> 16287
<INCOME-TAX> 4092
<INCOME-CONTINUING> 12195
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12195
<EPS-PRIMARY> .93
<EPS-DILUTED> .93
</TABLE>
