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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended MARCH 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
------------------ ----------------------
Commission file number: 1-2917
THE STANDARD PRODUCTS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-0549970
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
2401 SOUTH GULLEY ROAD
DEARBORN, MICHIGAN 48124
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (313) 561-1100
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. |_|
THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF MAY 5, 1999 WAS
16,063,842 SHARES.
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This report consists of 14 pages.
<PAGE> 2
THE STANDARD PRODUCTS COMPANY
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C>
Item 1. Financial Statements
Consolidated Statements of Operations.............................................................. 3
Consolidated Balance Sheets........................................................................ 4
Consolidated Statements of Cash Flows.............................................................. 5
Notes to Consolidated Financial Statements......................................................... 6
Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................................................................. 12
Item 2. Changes in Securities.............................................................................. 12
Item 3. Defaults upon Senior Securities.................................................................... 12
Item 4. Submission of Matters to a Vote of Security-Holders................................................ 12
Item 5. Other Information.................................................................................. 13
Item 6. Exhibits and Reports on Form 8-K................................................................... 13
SIGNATURES ............................................................................................... 14
</TABLE>
Unless otherwise indicated, references to "Company" mean The Standard Products
Company and its subsidiaries and reference to a fiscal year means the Company's
year ended June 30 of the same year (e.g., "fiscal 1999" refers to the period
beginning July 1, 1998 and ending June 30, 1999).
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE STANDARD PRODUCTS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED MARCH 31,
(UNAUDITED)
(THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
------------------------------ ----------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales ......................................... $ 269,958 $ 277,942 $ 778,010 $ 806,660
Cost of Goods Sold:
Materials, wages and other manufacturing costs . 219,179 220,429 651,903 661,141
Research, engineering and development expenses . 12,022 11,425 34,540 32,889
--------- --------- --------- ---------
231,201 231,854 686,443 694,030
--------- --------- --------- ---------
Gross income ................................. 38,757 46,088 91,567 112,630
Selling, General and Administrative Expenses ...... 19,340 19,723 57,422 56,879
--------- --------- --------- ---------
Operating Income .............................. 19,417 26,365 34,145 55,751
--------- --------- --------- ---------
Other (Income) Expense:
Royalty and dividend income .................... (7) (146) (427) (405)
Interest expense ............................... 3,858 3,169 10,419 9,327
Other, net ..................................... 4,355 1,997 4,806 6,063
--------- --------- --------- ---------
8,206 5,020 14,798 14,985
--------- --------- --------- ---------
Income before Taxes on Income ..................... 11,211 21,345 19,347 40,766
Provision for Taxes on Income ..................... 4,891 7,786 7,739 15,635
--------- --------- --------- ---------
Net Income ..................................... $ 6,320 $ 13,559 $ 11,608 $ 25,131
========= ========= ========= =========
Earnings Per Common Share:
Basic .......................................... $ 0.39 $ 0.80 $ 0.71 $ 1.49
========= ========= ========= =========
Diluted ........................................ $ 0.39 $ 0.80 $ 0.71 $ 1.48
========= ========= ========= =========
Weighted average shares outstanding (in thousands):
Basic .......................................... 16,076 16,854 16,283 16,843
========= ========= ========= =========
Diluted ........................................ 16,081 16,987 16,293 16,943
========= ========= ========= =========
Dividends declared per share ...................... $ 0.18 $ 0.17 $ 0.53 $ 0.51
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
THE STANDARD PRODUCTS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
(UNAUDITED)
MARCH 31, JUNE 30,
1999 1998
---------------- -----------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents .................................................. $ 9,987 $ 1,625
Receivables, less allowances of $3,981 at March 31 and
$3,949 at June 30 (Note 4) ............................................... 148,605 151,535
Inventories (Note 2) ....................................................... 58,335 61,139
Prepaid insurance, taxes, etc .............................................. 33,009 25,319
--------- ---------
Total current assets .................................................... 249,936 239,618
Property, Plant and Equipment, at cost ........................................ 665,903 624,188
Less - Accumulated depreciation ............................................. (317,699) (293,836)
--------- ---------
348,204 330,352
Goodwill, net ................................................................. 76,748 63,617
Other Assets .................................................................. 55,561 50,659
--------- ---------
$ 730,449 $ 684,246
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities:
Short-term notes payable .................................................... $ 28,354 $ 14,994
Current maturities of long-term debt ........................................ 38,791 14,031
Accounts payable and accrued expenses ....................................... 154,163 183,646
Dividend payable ............................................................ 2,891 2,869
--------- ---------
Total current liabilities .................................................. 224,199 215,540
Long-term Debt, net of current maturities ..................................... 144,499 92,457
Other Postretirement Benefits ................................................. 26,341 24,362
Deferred Income Taxes and Other Credits ....................................... 55,815 51,715
Commitments and Contingent Liabilities (Note 3)
Shareholders' Equity:
Serial preferred shares, without par value, authorized 6,000,000 voting
And 6,000,000 non-voting shares, none issued ............................. -- --
Common shares, par value $1 per share; authorized 50,000,000 shares,
16,921,892 shares issued and 16,063,842 shares outstanding at March 31 and
16,877,693 shares issued and outstanding
At June 30 ............................................................... 16,922 16,878
Paid-in capital ............................................................ 100,147 99,462
Common stock held in Treasury, 858,050 shares at cost ...................... (20,383) --
Retained earnings .......................................................... 205,688 202,599
Accumulated other comprehensive income ..................................... (22,779) (18,767)
--------- ---------
Total shareholders' equity ................................................ 279,595 300,172
--------- ---------
$ 730,449 $ 684,246
========= =========
</TABLE>
The accompanying notes are an integral part of these statements
4
<PAGE> 5
THE STANDARD PRODUCTS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED MARCH 31,
--------------------------------------
1999 1998
---------------- ----------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income ................................................................ $ 11,608 $ 25,131
Adjustments to reconcile net income to net cash provided by (used for)
Operating activities:
Depreciation and amortization........................................... 41,662 43,455
Deferred taxes and other credits........................................ 116 1,064
Effect of changes in foreign currency................................... 890 (914)
Other .................................................................. (264) (2,177)
Net changes in assets and liabilities:
Receivables......................................................... 5,823 28,541
Inventories......................................................... 3,164 2,456
Accounts payable and accrued expenses............................... (31,561) (13,262)
Other current assets and liabilities................................ (9,044) (7,370)
------------- --------------
Net cash provided by operating activities...................... 22,394 76,924
Cash Flows from Investing Activities:
Purchase of property, plant and equipment, net.......................... (52,767) (49,674)
Investment in affiliates and nonconsolidated entities.................. (2,568) (1,307)
Cash paid for acquisitions.............................................. (19,450) --
------------- -------------
Net cash used by investing activities............................. (74,785) (50,981)
Cash Flows from Financing Activities:
Proceeds of long-term borrowings........................................ 90,487 12,418
Repayment of long-term borrowings ...................................... (14,015) (28,666)
Net increase in short-term borrowings................................... 13,854 3,534
Stock repurchase........................................................ (20,383) --
Cash dividends.......................................................... (8,519) (8,595)
------------- --------------
Net cash provided by (used by) financing activities............... 61,424 (21,309)
Effect of exchange rate changes on cash.................................... (671) 150
------------- -------------
Net increase in cash and cash equivalents.................................. 8,362 4,784
Cash and cash equivalents at the beginning of the period................... 1,625 6,972
------------- -------------
Cash and cash equivalents at the end of the period......................... $ 9,987 $ 11,756
============= =============
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
THE STANDARD PRODUCTS COMPANY AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
(1) BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared
by management and, in the opinion of management, contain all adjustments,
consisting of normal recurring adjustments, necessary to present fairly the
financial position of the Company as of March 31, 1999 and June 30, 1998, and
the results of its operations for the nine months ended March 31, 1999 and 1998
and cash flows for the nine months ended March 31, 1999 and 1998. The
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1998. Results for
interim periods are not necessarily indicative of those to be expected for the
year.
(2) INVENTORIES
Inventories are stated at the lower of cost or market. The majority of
domestic inventories are valued using the last-in, first-out (LIFO) method and
the remaining inventories are valued using the first-in, first-out (FIFO)
method. The major components of inventory are as follows:
<TABLE>
<CAPTION>
March 31, 1999 June 30, 1998
-------------- -------------
<S> <C> <C>
Raw materials............................................. $ 22,703 $ 24,898
Work-in-process and finished goods........................ 35,632 36,241
------------- -------------
Totals................................................ $ 58,335 $ 61,139
============= =============
</TABLE>
(3) COMMITMENTS AND CONTINGENCIES
At March 31, 1999, the Company was in compliance with its various
financial covenants. Under the most restrictive of the revised covenants of the
Company's various loan agreements, principally the Nationwide Senior Notes,
$29,325 of retained earnings were not restricted at March 31, 1999 for the
payment of dividends. Management expects that the Company will remain in
compliance with these financial covenants through the period ending March 31,
2000.
The Company and its subsidiaries are involved in certain legal actions
and claims. In the opinion of management, any liability that may ultimately be
incurred would not materially affect the financial position or results of
operations of the Company.
(4) ACCOUNTS RECEIVABLE SECURITIZATION
In September 1995, the Company and certain of its U.S. subsidiaries
entered into an agreement to sell, on an ongoing basis, all of their accounts
receivable to The Standard Products Funding Corporation (Funding Co.), a wholly
owned subsidiary of the Company. Accordingly, the Company and those
subsidiaries, irrevocably and without recourse, transferred all of their U.S.
dollar denominated trade accounts receivable (principally representing amounts
owed by original equipment customers in the U.S. automotive and related
industries) to the Funding Co. The Funding Co. has sold and, subject to certain
conditions, may from time to time sell an undivided interest in those
receivables to the Clipper Receivables Corporation. The Funding Co. is permitted
to receive advances of up to $50,000 for the sale of such undivided interest. At
March 31, 1999, $50,000 had been advanced to the Funding Company. This agreement
has been extended to November 2000.
6
<PAGE> 7
Proceeds from the sales of receivables have been used to reduce
outstanding borrowings under the Company's Revolving Credit Agreement and are
reflected as operating cash flows in the accompanying consolidated statement of
cash flows. Costs of the program, which primarily consist of the purchasers'
financing and administrative costs, have been classified as Selling, General and
Administrative Expenses in the accompanying consolidated statement of income.
The Company maintains an allowance for accounts receivable ($3,981 and
$3,949 at March 31, 1999 and June 30, 1998, respectively) based on the expected
collectibility of all trade accounts receivable, including receivables sold.
(5) NEW ACCOUNTING STANDARDS
The FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." This standard requires extensive disclosure
of operating segments based on the "management approach." This approach
organizes segments within a company for making operating decisions and assessing
performance. Reportable segments can be based on products and services,
geography, legal structure or any other manner in which management disaggregates
the company. This Statement requires reporting segment profit or loss, certain
specific revenue and expense items and segment assets. It also requires
reconciliations of total segment revenues, total segment profit or loss, total
segment assets and other amounts disclosed for segments to corresponding amounts
reported in the Consolidated Financial Statements. Restatement of comparative
information for earlier periods presented is required in the initial year of
application. Interim information is not required until the second year of
application, at which time comparative information is required.
The FASB has also issued SFAS No. 132, "Employer's Disclosures about
Pensions and Other Postretirement Benefits." This standard revises employers'
disclosures on pension and other postretirement benefit plans. The objective of
the statement is to standardize the disclosure requirements and report
additional information on changes in the benefit obligations and fair value of
plan assets.
SFAS Nos. 131 and 132 are effective for fiscal years beginning after
December 15, 1997.
The FASB also issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This standard provides a comprehensive and
consistent standard for the recognition and measurement of derivatives and
hedging activities. This standard is effective for fiscal years beginning after
June 15, 1999.
The Company has not determined the impact that the adoption of these
new standards will have on its Consolidated Financial Statements or disclosures.
(6) EARNINGS PER SHARE
The Company has adopted the provisions of SFAS No. 128, "Earnings per
Share." The information required by this pronouncement is presented on the face
of the Company's "Consolidated Statements of Operations" found on page 3 of this
document. A reconciliation of the numerators and denominators of the basic and
diluted earnings per share are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MAR. 31, NINE MONTHS ENDED MAR. 31,
----------------------------------- ----------------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Income $ 6,320 $ 13,559 $ 11,608 $ 25,131
------------- ------------- ------------- -------------
Basic:
Basic Shares 16,076 16,854 16,283 16,843
------------- ------------- ------------- -------------
Basic EPS $ 0.39 $ 0.80 $ 0.71 $ 1.49
============= ============= ============= =============
Diluted:
Basic Shares 16,076 16,854 16,283 16,843
Stock Options 5 133 10 100
------------- ------------- ------------- -------------
16,081 16,987 16,293 16,943
------------- ------------- ------------- -------------
Diluted EPS $ 0.39 $ 0.80 $ 0.71 $ 1.48
============= ============= ============= =============
</TABLE>
7
<PAGE> 8
(7) COMPREHENSIVE INCOME
Effective July 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income," which establishes standards for the display of
comprehensive income for financial statement purposes. Comprehensive income is
defined as all changes in a company's net assets except changes resulting from
transactions with shareholders. It differs from traditionally defined net income
in that certain items recorded in shareholders' equity become part of
comprehensive income.
Comprehensive income consists of the following:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
--------------------------- ---------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Income ................................. $ 6,320 $ 13,559 $ 11,608 $ 25,131
-------- -------- -------- --------
Other comprehensive income:
Foreign currency translation adjustment (4,536) (1,350) (4,012) (1,495)
Minimum pension liability adjustment .. -- -- -- --
-------- -------- -------- --------
Other comprehensive income ................. (4,536) (1,350) (4,012) (1,495)
-------- -------- -------- --------
Comprehensive income ....................... $ 1,784 $ 12,209 $ 7,596 $ 23,636
======== ======== ======== ========
</TABLE>
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(1) RESULTS OF OPERATIONS
The Company's net sales for the third quarter of fiscal year 1999 were
$270.0 million, a decrease of $8.0 million, or 2.9%, compared to the third
quarter of fiscal year 1998. Sales for the Company's Transportation Equipment
segment totaled $236.8 million for the third quarter of fiscal 1999, compared
with $247.0 million for the same period last year. This represents a decrease of
$10.2 million, or 4.1%. The reduction was primarily attributable to the current
economic conditions in Brazil, currency translations on a weakened Canadian
dollar and lower volumes in North American automotive operations due to the
expiration of production contracts for certain models. Sales for the Company's
Tread Rubber segment increased 6.7% to $33.2 million. The increase is primarily
due to additional revenue of $1.7 million from an agreement with Michelin North
America, Inc. This agreement calls for the Company to provide Michelin with
treads for its retreading operations.
Third quarter sales for the Company's North American automotive
operations decreased to $140.3 million, a reduction of 4.4%, or $6.4 million,
from the same period last year. The reduction was mainly due to volume decreases
on key platforms on which the Company had substantial content, including the GM
Lumina/Monte Carlo and Ford Taurus platforms, as well as the loss of certain
programs, such as the Jeep(R) Grand Cherokee. Volume decreases on the platforms
listed totaled $7.4 million from prior year levels. Translation losses related
to a weaker Canadian dollar accounted for an additional $3.2 million. These
reductions were partially offset by volume increases of $4.5 million on Ford's
Crown Victoria and General Motors' Silverado light truck platform.
Based on published industry data, management believes that car and
light truck production in the United States and Canada increased by
approximately 8.2% during the quarter from the same period in the prior year.
Car production increased by 4.0%, while light truck production increased by
approximately 12.1%. Certain key vehicles for which the Company supplies
components, such as the Plymouth/Dodge Neon, Jeep Wrangler and Ford Taurus, had
significantly reduced build rates during the quarter, while others, such as the
Ford Cougar and Mustang, experienced substantial increases. Year-to-date, car
and light truck production in the United States and Canada increased by
approximately 3.1% from prior year levels with car production showing a 2.7%
increase, and light truck production increasing by 3.5%.
The Company's Brazilian subsidiary reported a third quarter sales
decrease of $10.7 million, or 60.7% over the prior year period. The decrease is
the result of the downturn in the Brazilian economy which has resulted in
significantly reduced production by South American original equipment automobile
manufacturers (OEMs). While the Brazilian economy has shown signs of
stabilizing, the Company presently anticipates a continuation of current sales
volumes and earnings levels from its Brazilian subsidiary in the fourth quarter.
The Company's third quarter automotive sales in Europe decreased by
$1.5 million, or 2.5%, to $58.1 million. The decrease was due primarily to lower
sales volumes in France, principally on the Ford Fiesta and Renault Megane,
which totaled $4.1 million. These decreases were partially offset by the new
Volvo and Fiat platform revenues of $2.1 million. The Company also benefited
from currency translations as a stronger French franc increased U.S. dollar
sales by $1.5 million. Sales in the third quarter at the Company's Holm
Industries subsidiary were up 28.8% to $34.1 million, from the same period last
year. The increase is primarily due to the addition of OEM/Miller, which
increased sales by $6.2 million.
For the first nine months of fiscal year 1999, sales of the
Transportation Equipment segment decreased from prior year levels $32.4 million
to $676.6 million, or 4.6%. Sales for the Company's North American automotive
operations decreased to $388.0 million, a reduction of 7.8%, or $32.7 million.
The reduction was the result of volume decreases of $26.3 million, on platforms
on which the Company had significant content, including, the Plymouth/Dodge
Neon, General Motors' Lumina/Monte Carlo, and the Ford Taurus and Escort, and
the loss of the Jeep(R) Grand Cherokee. Translation losses related to a weakened
Canadian dollar accounted for $12.9 million of the decrease, while price
reductions accounted for an additional $1.1 million of the decline. Volume
increases of $9.5 million on the Ford Cougar and Crown Victoria models partially
offset the above declines.
9
<PAGE> 10
Year-to-date, South American sales have decreased $30.0 million, to
$28.2 million, due to the Brazilian economic problems noted above. These
reductions were partially offset by sales increases in the European automotive
operations and at Holm Industries. Sales in Europe were up $7.0 million to
$172.0 million, an increase of 4.2% from prior year levels. The improvement was
due to new business totaling $13.6 million and currency exchange gains of $4.8
million resulting from a strengthened French franc and British pound. These
gains were partially offset by volume declines of $7.8 million on the Ford
Fiesta and Renault Megane and price reductions of $1.9 million on existing
business. Sales at Holm Industries grew 31.5%, to $97.3 million, as a result of
the OEM/Miller acquisition and strong demand from existing customers in the
appliance industry.
Sales for the Company's Tread Rubber segment increased 3.7% to $101.4
million. This increase is primarily attributable to additional revenue from an
agreement with Michelin North America, Inc. to provide for the extrusion and
pressing of tread rubber for resale.
Gross income for the Company's third quarter of fiscal year 1999
decreased $7.3 million to $38.8 million, or 14.4% of net sales, from $46.1
million, or 16.6% of net sales, for the same period in fiscal year 1998. Several
factors led to the decline in operating margins. The most significant of these
were the impact of the severe decline of the Brazilian economy and launch costs
on new platforms. While the Brazilian operations generated a small operating
profit for the quarter, the amount was significantly below prior year levels.
Launch and other related costs on new product lines and platforms in the United
Kingdom and North America increased by approximately $3.0 million. The Company
also recorded costs related to a voluntary workforce reduction program, which
totaled $2.6 million. Cost of sales included $1.2 million of this charge. While
the Company's low cost producer initiatives have helped to improve efficiencies
in Europe, social regulations there have made it difficult for the Company to
react as quickly as it needs to adapt its cost structures to the current pricing
reduction requirements of European OEMs. Year-to-date, gross income is $91.6
million, a decrease of $21.1 million from fiscal 1998. This represents 11.8% of
net sales, compared to 14.0% a year earlier. The Brazilian economic downturn and
North America and European operating difficulties related to product launches
and manufacturing inefficiencies are the primary factors in the decline.
Research, engineering and development expenses for the third quarter
increased $0.6 million, or 5.2% to $12.0 million from the same period in fiscal
1998. The increase is primarily attributable to costs related to the Company's
voluntary workforce reduction program. The portion included in this cost
category was $0.5 million. Year-to-date, expenses have increased by $1.7 million
over the prior year to $34.5 million, or 4.4% of net sales. The increase is due
to several factors including the previously mentioned workforce reduction
program.
Selling, general and administrative expenses for the third quarter
decreased $0.4 million, or 1.9%, to $19.3 million when compared to the same
period a year ago. The decrease is the result of $1.1 million in decreased
personnel costs in the Company's European operations and a favorable legal
settlement that had been previously reserved at an amount higher than the
settlement figure. These were partially offset by costs related to the Company's
voluntary workforce reduction program of $0.9 million and costs added by the
acquisition of OEM/Miller of $0.6 million. Year-to-date selling, general and
administrative costs have increased $0.5 million, to $57.4 million. OEM/Miller
costs of $1.4 million and costs for the voluntary workforce reduction of $0.9
million were partially offset by lower personnel costs.
Other income and expense totaled $4.4 million in expense for the third
quarter of fiscal 1999, an increase of $2.4 million over the same period a year
ago. Significant factors contributing to this increase included interest charges
on an excise tax settlement in Brazil. These were offset by improved earnings at
the Company's NISCO joint venture and currency translation gains in Brazil.
Year-to-date, the $4.8 million in expense represents a $1.3 million decrease
from the same period last year. Approximately $4.2 million of this improvement
is attributable to earnings at NISCO, the Company's joint venture with Nishikawa
Rubber Company of Japan. The Company's share of NISCO's third quarter earnings
totaled $0.6 million. The year-to-date profit at NISCO is $0.2 million, compared
to a loss of $4.0 million a year ago. This improvement was offset by charges
related to a settlement of an excise tax obligation in Brazil in the third
quarter.
10
<PAGE> 11
The Company also experienced increased interest expense, as
year-to-date costs have increased by $1.1 million due to increased borrowing
levels in North America. The increased borrowing results largely from the
Company's stock repurchase program and its acquisition of OEM/Miller.
The Company's tax provision for the third quarter of fiscal year 1999
reflects a tax rate of 43.6%. This increase from the prior quarter is primarily
attributable to the inability of the Company to recognize the income tax benefit
related to its Brazilian net operating losses. The year-to-date effective tax
provision reflects a rate of 40.0%. This is also the anticipated rate for the
full year of fiscal 1999. The prior year's effective tax rate for the first nine
months was 38.4% and 36.6% for the year.
(2) FINANCIAL CONDITION
Cash provided by operations for the first nine months of fiscal 1999
totaled $22.4 million. This represents a decrease from the same period in fiscal
1998 of $54.5 million. This decrease is the result of several factors, including
a reduction in net income, a decline in sales levels and its related impact on
accounts receivable and timing of payments with suppliers.
Capital spending for the first nine months of fiscal 1999 totaled $52.8
million, an increase of $3.1 million over the same period last year. The Company
now believes capital spending in fiscal 1999 will approach $75.0 million. This
includes expenditures required at the Company's Mexican facility, which is
ramping up to full production for the fall of 1999, as well as the start of its
new plant in Poland. The Company has also invested $19.5 million for
acquisitions in the first half of the current year and $2.6 million in its
nonconsolidated affiliates.
Cash generated from financing activities resulted in a net inflow of
$61.4 million for the nine months of the fiscal year. The funds came primarily
from borrowings under the Company's Revolving Credit Agreement and other
short-term credit lines. These funds were used to fund an acquisition, reacquire
shares of the Company's stock, provide for working capital, and pay dividends.
At March 31, 1999, debt represented 43.1% of total capitalization compared with
28.8% at June 30, 1998.
The Company has determined that the functional currency of its
Brazilian and Mexican subsidiaries is the U.S. dollar. Accordingly, the results
for these operations have been translated utilizing a remeasurement process
prescribed by Statement of Financial Accounting Standard ("SFAS") No. 52. The
criteria for determining highly inflationary status and the functional currency
of an operation are detailed in SFAS No. 52. The Company will continue to
translate its results using the remeasurement process until the criteria
supporting an U.S. dollar functional currency are no longer met. Based on the
Company's preliminary operating forecast for next year, it is anticipated that
the criteria for remeasurement will no longer be met and that the functional
currency for Brazil will be changed to the Real for fiscal year 2000. This
change will result in unrealized gains and losses being recorded as a component
of shareholders' equity.
(3) YEAR 2000
The "Year 2000" problem relates to computer systems that have time and
date-sensitive programs that were designed to read years beginning with "19,"
but may not properly recognize the year 2000. If a computer system or software
application used by the Company or a third party dealing with the Company fails
because of the inability of the system or application to properly read the year
"2000," the results could conceivably have a material adverse effect on the
Company.
The Company provided an extensive description of its Year 2000 plans
and progress to date as part of its Management Discussion and Analysis ("MD&A")
in its Form 10-K for the fiscal year ended June 30, 1998, which was filed in
September 1998. The Company continues to make progress on its plan in accordance
with the timetable described in that MD&A. Based on this progress, management
believes that a comprehensive contingency plan with respect to all of its
information technology and production processes is not necessary at this time.
However, as specific issues arise or fall slightly behind schedule, contingency
plans are being developed to solve these particular areas. Examples of potential
solutions include: stockpiling or re-sourcing of components
11
<PAGE> 12
and materials, manual work arounds or flexible staffing arrangements. The
Company has not encountered any specific problems with any of its suppliers that
would require development of a contingency plan, but is continuing to carefully
monitor their compliance efforts, to determine whether any particular
contingency plan is appropriate.
The Company believes that its program to monitor the compliance of its
suppliers with Year 2000 requirements will minimize the risks associated with
noncompliance. Management believes that the cost of Year 2000 compliance for its
information and production systems will not be material to its consolidated
results of operations and financial position.
Although the Company has made progress in identifying its Year 2000
problems, and does not currently believe that this issue is likely to pose a
significant problem for it, there can be no absolute assurance that the Company
and all of its vendors and suppliers will identify and remediate in a timely
fashion all potential Year 2000 issues.
(4) CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR" UNDER THE PRIVATE
SECURITIES REFORM ACT OF 1995
Certain statements in this Management's Discussion and Analysis, the
attached Consolidated Financial Statements, in the Company's press releases and
in oral statements made by or with the approval of an authorized executive
officer of the Company, constitute "forward-looking statements," as that term is
defined under the Private Securities Litigation Reform Act of 1995. These may
include statements projecting, forecasting or estimating Company performance and
industry trends. The achievement of the projections, forecasts or estimates is
subject to certain risks and uncertainties. Actual results and events may differ
materially from those projected, forecasted or estimated. The applicable risks
and uncertainties include general economic and industry conditions that affect
all international businesses, as well as matters that are specific to the
Company and the markets it serves. In addition, please see the "Year 2000"
section for a description of the risks and uncertainties associated with this
issue.
General risks that may impact the achievement of such forecasts include
compliance with new laws and regulations; significant raw material price
fluctuations; currency exchange rate fluctuations; limits on repatriation of
funds; and political uncertainties. Specific risks to the Company include risk
of recession in the economies in which its products are sold, especially in
emerging markets where recent currency weakness may lead to recessionary
conditions; the concentration of a substantial percentage of the Company's sales
with a few major OEM customers; labor relations at the Company, its customers
and its suppliers; competition in pricing and new product development from
larger companies with substantial resources; and continued globalization of the
automotive supply base resulting in new competition in certain locations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
12
<PAGE> 13
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No.
Under Reg. S-K Form 10-Q
Item 601 Exhibit No. Description
-------- ----------- ------------------------
27 27 Financial Data Schedule
(b) Reports on Form 8-K
None.
13
<PAGE> 14
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.
THE STANDARD PRODUCTS COMPANY
Dated: May 14, 1999 by /s/ Donald R. Sheley, Jr.
-------------------------------------
Donald R. Sheley, Jr.
Vice President, Finance
Chief Financial Officer
/s/ Bernard J. Theisen
-------------------------------------
Bernard J. Theisen
Corporate Controller
Principal Accounting Officer
14
<PAGE> 15
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 9,987
<SECURITIES> 0
<RECEIVABLES> 152,586
<ALLOWANCES> 3,981
<INVENTORY> 58,335
<CURRENT-ASSETS> 249,936
<PP&E> 665,903
<DEPRECIATION> 317,699
<TOTAL-ASSETS> 730,499
<CURRENT-LIABILITIES> 224,199
<BONDS> 144,499
0
0
<COMMON> 16,922
<OTHER-SE> 262,673
<TOTAL-LIABILITY-AND-EQUITY> 730,449
<SALES> 269,958
<TOTAL-REVENUES> 269,958
<CGS> 231,201
<TOTAL-COSTS> 250,541
<OTHER-EXPENSES> 4,348
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,858
<INCOME-PRETAX> 11,211
<INCOME-TAX> 4,891
<INCOME-CONTINUING> 6,320
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,855
<EPS-PRIMARY> 0.39
<EPS-DILUTED> 0.39
</TABLE>
