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, 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
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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, 1995 Common Stock 13,127,826
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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL AND OTHER INFORMATION
SEPTEMBER 30, 1995
PART 1 - FINANCIAL INFORMATION
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Item 1 Page No.
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CONSOLIDATED BALANCE SHEETS
September 30, 1995 and December 31, 1994 2 & 3
CONSOLIDATED STATEMENTS OF EARNINGS AND
RETAINED EARNINGS for the Three-Month and 4
Nine-Month periods ended September 30, 1995 and 1994
CONSOLIDATED STATEMENTS OF CASH FLOWS for the Nine-Month
periods ended September 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 6
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Exhibits and Reports on Form 8K 11
Signature 11
- 1 -
[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
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<CAPTION>
September 30, December 31,
1995 1994
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(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 13,882 $ 2,796
Marketable securities (Note 2) 7,167 6,018
Accounts and notes receivable, net of
allowance for doubtful accounts and
discounts of $8,680 (1994 - $5,708) 152,996 109,966
Inventories (Note 3) 199,046 185,855
Deferred income taxes 20,111 20,111
Prepaid expenses and other current assets 7,614 4,131
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Total current assets 400,816 328,877
Property, plant and equipment, net of
accumulated depreciation (Note 4) 107,510 104,126
Other assets (Note 9) 37,418 29,348
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Total assets $ 545,744 $ 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>
September 30, December 31,
1995 1994
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(Unaudited)
<S> <C> <C>
Current liabilities:
Notes payable - banks $ 78,000 $ 6,600
Current portion of long-term debt (Note 7) 19,969 19,987
Accounts payable 39,794 40,517
Sundry payables and accrued expenses 66,627 62,066
Payroll and commissions 7,812 10,500
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Total current liabilities 212,202 139,670
Long-term debt (Note 7) 105,387 109,927
Deferred income taxes 4,867 4,863
Postretirement benefits other than pensions 13,865 12,802
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Total liabilities 336,321 267,262
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 190,076 177,904
Foreign currency translation adjustment 236 (139)
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213,258 199,060
Less: treasury stock-at cost 3,835 3,971
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Total stockholders' equity 209,423 195,089
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Total liabilities and stockholders' equity $ 545,744 $ 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 Nine Months Ended
September 30, September 30,
------------------------------ ------------------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 178,251 $ 168,291 $ 522,011 $ 503,062
Cost of sales 123,653 109,466 352,446 330,022
----------- ----------- ----------- ------------
Gross profit 54,598 58,825 169,565 173,040
Selling, general and
administrative expenses 47,287 44,396 140,048 137,152
----------- ----------- ----------- ------------
Operating Income 7,311 14,429 29,517 35,888
Other income (expense) - net 492 444 1,595 721
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7,803 14,873 31,112 36,609
Interest expense 4,068 3,165 11,090 9,265
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Earnings before taxes 3,735 11,708 20,022 27,344
Taxes based on earnings (Note 5) 608 3,978 4,700 8,653
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Net earnings $ 3,127 $ 7,730 $ 15,322 $ 18,691
Retained earnings
at beginning of period 188,000 167,299 177,904 158,456
----------- ----------- ----------- ------------
191,127 175,029 193,226 177,147
Less: cash dividends for period 1,051 1,050 3,150 3,168
----------- ----------- ----------- ------------
Retained earnings at end of period $ 190,076 $ 173,979 $ 190,076 $ 173,979
----------- ----------- ----------- ------------
----------- ----------- ----------- ------------
Per share data:
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Net earnings per share $.24 $.59 $ 1.17 $ 1.42
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Dividends per common share $.08 $ .08 $.24 $.24
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Average number of common and
common equivalent shares 13,127,826 13,121,932 13,125,240 13,184,576
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</TABLE>
See accompanying notes to consolidated financial statements.
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[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<CAPTION>
For the Nine Months Ended
September 30,
----------------------------
1995 1994
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<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 15,322 $ 18,691
Adjustments to reconcile net earnings to net
cash used in operating activities:
Depreciation and amortization 10,688 9,383
(Gain) loss on sale of property,plant & equipment (64) 118
Proceeds from sales of trading securities 7,273
Purchases of trading securities (7,974)
Change in assets and liabilities net of effects
from acquisitions:
(Increase) in accounts receivable, net (40,454) (33,508)
(Increase) in inventories (10,344) (4,514)
(Increase) decrease in other assets (2,843) 5,081
(Decrease) in accounts payable (2,269) (7,681)
Increase (decrease) in other current assets and liabil (6,767) 2,304
Increase in sundry payables and accrued expenses 5,415 9,976
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Net cash (used in) operating activites (32,017) (150)
Cash flows from investing activities:
Purchases of held-to-maturity securities (2,721)
Proceeds from sales of marketable securities 4,453
Purchases of marketable securities (12,727)
Capital expenditures net of effects from acquisitions (11,849) (8,146)
Payments for acquisitions, net of cash acquired (7,835)
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Net cash (used in) investing activities (22,405) (16,420)
Cash flows from financing activities:
Net borrowings under line-of-credit agreements 71,400 17,900
Principal payments of long-term debt (4,558) (5,121)
Reduction of loan to ESOP 1,680 1,680
Proceeds from exercise of employee stock options 107 538
Purchase of treasury stock (4,301)
Dividends paid (3,150) (3,168)
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Net cash provided by financing activities 65,479 7,528
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Effect of exchange rate changes on cash 29 (3)
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Net increase (decrease) in cash 11,086 (9,045)
Cash and cash equivalents at beginning of the period 2,796 12,346
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Cash and cash equivalents at end of the period $ 13,882 $ 3,301
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Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 8,725 $ 7,212
Income taxes 6,869 10,806
</TABLE>
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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, 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
At September 30, 1995, held-to-maturity securities amounted to approximately
$13,512,000 and trading securities amounted to approximately $855,000.
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 September 30, 1995, $6,312,000 of the
held-to-maturity securities mature within one year and $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,
1995 1994
-------------- -------------
(Unaudited)
Finished goods $ 121,441 $ 114,021
Work in process 16,252 19,336
Raw materials 61,353 52,498
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Total inventories $ 199,046 $ 185,855
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Note 4
Property, Plant and Equipment
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(Dollars in thousands)
September 30, December 31,
1995 1994
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(Unaudited)
Land and buildings $ 68,862 $ 67,819
Machinery and equipment 73,012 65,146
Tools, dies and auxiliary equipment 7,649 7,244
Furniture and fixtures 15,930 15,025
Leasehold improvements 5,228 4,641
Construction in progress 9,631 7,481
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180,312 167,356
Less accumulated depreciation 72,802 63,230
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Total property, plant and equipment - net $ 107,510 $ 104,126
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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
$7,428,000 and $5,555,000 for the nine months ended September 30, 1995
and 1994, respectively, are exempt from United States income taxes and
are partially exempt from Puerto Rican income taxes.
Note 6
At September 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 September 30, 1995. 62,500 of the
unvested outstanding options will become vested each May 2 through 1998.
Note 7
Long-Term Debt
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(Dollars in thousands)
September 30, December 31,
1995 1994
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(Unaudited)
Long-term debt consists of:
7.85% senior note payable $ 65,000 $ 65,000
9.75% - 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 7,530 8,200
Floating rate purchase obligation 780 950
9.50% mortgage payable 12 50
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125,356 129,914
Less current portion 19,969 19,987
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Total noncurrent portion of
long-term debt $ 105,387 $ 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 $5,400,000 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 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 September 30, 1995, the Company had unrestricted retained
earnings of $16,841,000.
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 nine months ended September 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
nine months ended September 30, 1995.
Note 9
Other assets consist of deferred charges, long-term investments, unamortized
customer supply agreements, 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 September 30, 1995, the Company was in a liquid position with
stockholders' equity of $209,423,000 and working capital of $188,614,000. The
Company expects capital expenditures to be approximately $5,000,000 for new
machinery and equipment for the remainder of 1995. At September 30, 1995, the
Company had unused lines of credit aggregating approximately $37,000,000
which will be used as a source of funding working capital requirements, capital
expenditures and, in the short term, new acquisitions. This amount includes a
line of credit increase of $10,000,000 in 1995. The Company anticipates that
its present sources of funds under the expanded credit lines will continue to
be adequate to meet its needs.
During the nine months ended September 30, 1995, accounts receivable have
increased $43,030,000. This has mainly been due to seasonal sales increases,
primarily in the Temperature Control Systems Division, an increase in days sales
outstanding during this period primarily as a result of the company's continued
expansion into retail markets, which have longer terms, and the impact of a
major new customer.
During the nine months ended September 30, 1995, Notes payable - banks has
increased $71,400,000. This has mainly been due to an increase in accounts
receivable and inventories, and payments for acquisitions. In order to reduce
inventory levels, inventory production plans have been significantly reduced,
trimming inventories approximately $4,000,000 in the third quarter.
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 followed by new long-term financing.
INTERIM RESULTS OF OPERATIONS
- -----------------------------
Comparison of the three months ended September 30, 1995 to the three months
- ---------------------------------------------------------------------------
ended September 30, 1994.
- -------------------------
Net sales for the current quarter increased $9,960,000 or 5.9% from the
comparable period in 1994 primarily due to a significant sales increase at the
Temperature Control Systems Division and sales resulting from 1995 acquisitions
(See Note 8).
The gross margin percentage for the second quarter of 1995 of 30.6% was below
the 35.0% 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, pressure for second line (economy) pricing, an increase in sales
deductions related to customer returns and rebates, and an inventory reduction
effort which has decreased the absorption of manufacturing overhead.
Selling, general and administrative (S.G. & A.) expenses increased by
$2,891,000 over the comparable quarter in 1994. This increase was primarily
due to costs relating to a major new retail account, costs to support new
acquisitions and higher variable distribution expenses and marketing cooperative
programs due to increased sales. As a percentage of net sales, S.G.& A
expenses were virtually unchanged.
Other income - net increased $48,000 primarily due to higher earnings at Blue
Streak Electronics, Inc., our Canadian joint venture that rebuilds automotive
computers, partially offset by an increase in the loss on sale of accounts
receivable.
Interest expense increased by $903,000 due primarily to higher average
borrowings.
Taxes based on earnings decreased by $3,370,000 due to both lower earnings
and a lower effective tax rate of 16.3% in 1995 as compared to 34.0% 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.
- 9 -
INTERIM RESULTS OF OPERATIONS
- -----------------------------
Comparison of the nine months ended September 30, 1995 to the nine months
- -------------------------------------------------------------------------
ended September 30, 1994.
- -------------------------
Net sales for the nine months increased $18,949,000 or 3.8% from the
comparable period in 1994 primarily due to a significant sales increase at the
Temperature Control Systems Division and sales resulting from 1995 acquisitions
(See Note 8).
The gross margin percentage for the nine month period in 1995 of 32.5% was
below the 34.4% of the comparable period in 1994. The lower gross margin as a
percentage of net sales reflects the Company's continued expansion into
non-traditional markets, which generally have lower gross margins, pressure for
second line (economy) pricing and an increase in sales deductions related to
customer returns and rebates.
Selling, general and administrative (S.G. & A.) expenses increased $2,896,000
versus the comparable period in 1994. As a percentage of net sales, S.G.& A.
expenses declined to 26.8% in 1995 compared to 27.3% 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. The
dollar increase was primarily due to higher variable distribution expenses and
marketing cooperative programs resulting from the increased sales.
Other income - net increased $874,000 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 $1,825,000 due primarily to higher average
borrowings and a slightly higher average effective borrowing rate on those
borrowings.
Taxes based on earnings decreased by $3,953,000 due to both lower earnings
and a lower effective tax rate of 23.5% in 1995 as compared to 31.6% 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.
- 10 -
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K
- ------------------------------------------
There were no reports on Form 8-K filed for this quarter.
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)
November 13, 1995 Michael J. Bailey
- ----------------- -----------------------------
(Date) Vice President Finance,
Chief Financial Officer
- 11 -
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 13882
<SECURITIES> 7167
<RECEIVABLES> 161676
<ALLOWANCES> 8680
<INVENTORY> 199046
<CURRENT-ASSETS> 400816
<PP&E> 180312
<DEPRECIATION> 72802
<TOTAL-ASSETS> 545744
<CURRENT-LIABILITIES> 212202
<BONDS> 105387
<COMMON> 26649
0
0
<OTHER-SE> 182774
<TOTAL-LIABILITY-AND-EQUITY> 545744
<SALES> 522011
<TOTAL-REVENUES> 522011
<CGS> 352446
<TOTAL-COSTS> 352446
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1982
<INTEREST-EXPENSE> 11090
<INCOME-PRETAX> 20022
<INCOME-TAX> 4700
<INCOME-CONTINUING> 15322
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15322
<EPS-PRIMARY> 1.17
<EPS-DILUTED> 1.17
</TABLE>
