UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarterly Period Ended JUNE 30, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission file number 1-4743 ------ STANDARD MOTOR PRODUCTS, INC. ----------------------------- (Exact name of registrant as specified in its charter) NEW YORK 11-1362020 ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 37-18 NORTHERN BLVD., LONG ISLAND CITY, N.Y. 11101 -------------------------------------------------- (Address of principal executive offices) (Zip Code) (718) 392-0200 -------------- (Registrant's telephone number, including area code) NONE ---- (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 COMMON STOCK PAR JULY 31, 2001 VALUE $2.00 PER SHARE 12,474,312 ------------- --------------------- ---------- 1
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES INDEX TO FINANCIAL AND OTHER INFORMATION JUNE 30, 2001 PART 1 - FINANCIAL INFORMATION ------------------------------ ITEM 1 PAGE NO. - ------ -------- CONSOLIDATED BALANCE SHEETS June 30, 2001 and December 31, 2000 3 & 4 CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS for the three-month and six-month periods ended June 30, 2001 and 2000 5 CONSOLIDATED STATEMENTS OF CASH FLOWS for the six-month periods ended June 30, 2001 and 2000 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7 - 11 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 12 - 15 ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 15 PART II - OTHER INFORMATION --------------------------- ITEM 1 Legal Proceedings 16 ITEM 4 Submission of Matters to a Vote of Security Holders 16 ITEM 6 Exhibits and Reports on Form 8-K 17 Signature 17 2
<TABLE> <CAPTION> STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands) ASSETS ------ June 30, December 31, 2001 2000 - -------------------------------------------------------------------------------------------------- (Unaudited) Current assets: <S> <C> <C> Cash and cash equivalents $ 3,124 $ 7,699 Accounts and notes receivable, net of allowance for doubtful accounts and discounts of $6,045 (2000 - $4,577) (Notes 4 and 6) 239,415 106,261 Inventories (Notes 2 and 4) 186,887 234,257 Deferred income taxes 12,478 12,482 Prepaid expenses and other current assets 12,989 12,060 ----------- ----------- Total current assets 454,893 372,759 ----------- ----------- Property, plant and equipment, net of accumulated depreciation (Notes 3 and 4) 105,232 104,536 Goodwill, net 39,871 40,685 Other assets 35,784 31,416 ----------- ----------- Total assets $ 635,780 $ 549,396 =========== =========== </TABLE> See accompanying notes to consolidated financial statements. 3
<TABLE> <CAPTION> STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except for shares and per share data) LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ June 30, December 31, 2001 2000 - -------------------------------------------------------------------------------------------------- (Unaudited) Current liabilites: <S> <C> <C> Notes payable (Note 4) $ 4,049 $ 38,930 Current portion of long-term debt (Note 5) 1,772 13,643 Accounts payable 46,670 56,612 Sundry payables and accrued expenses 48,520 49,671 Accrued customer returns 23,444 17,693 Payroll and commissions 9,367 8,119 ----------- ----------- Total current liabilites 133,822 184,668 ----------- ----------- Long-term debt (Note 5) 287,526 150,018 Postretirement benefits other than pensions and other accrued liabilities 21,358 20,405 ----------- ----------- Total liabilities 442,706 355,091 ----------- ----------- Commitments and contingencies (Notes 4, 5, 8, 10 and 12) Stockholders' equity (Notes 5, 7, 8, 9 and 10): Common stock - par value $2.00 per share Authorized - 30,000,000 shares Issued - 13,324,476 shares in 2001 and 2000 (including 1,526,498 and 1,629,297 shares held as treasury shares in 2001 and 2000, respectively) 26,649 26,649 Capital in excess of par value 1,979 2,541 Retained earnings 188,239 190,253 Accumulated other comprehensive income (795) (591) ----------- ----------- 216,072 218,852 Less: treasury stock - at cost 22,998 24,547 ----------- ----------- Total stockholders' equity 193,074 194,305 ----------- ----------- Total liabilities and stockholders' equity $ 635,780 $ 549,396 =========== =========== </TABLE> See accompanying notes to consolidated financial statements. 4
<TABLE> <CAPTION> STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (Dollars in thousands, except for shares and per share data) (Unaudited) For Three-Months Ended For Six-Months Ended June 30, June 30, 2001 2000 2001 2000 -------------- --------------- --------------- -------------- <S> <C> <C> <C> <C> Net sales $186,911 $175,112 $342,456 $321,317 Cost of sales 137,999 118,618 248,579 218,058 -------------- --------------- --------------- -------------- Gross profit 48,912 56,494 93,877 103,259 Selling, general and administrative expenses 40,762 41,843 80,774 84,472 -------------- --------------- --------------- -------------- Operating income 8,150 14,651 13,103 18,787 Other income (expense) - net 220 88 300 473 Interest expense 5,040 4,747 9,167 8,654 -------------- --------------- --------------- -------------- Earnings before taxes and extraordinary item 3,330 9,992 4,236 10,606 Income taxes 1,055 2,956 1,342 3,185 -------------- --------------- --------------- -------------- Earnings before extraordinary item 2,275 7,036 2,894 7,421 Extraordinary loss on early extinguishment of debt, net of tax benefits of $975 and $364, respectively (2,797) - (2,797) (501) -------------- --------------- --------------- -------------- Net (loss) earnings (522) 7,036 97 6,920 Retained earnings at beginning of period 189,820 183,627 190,253 184,848 -------------- --------------- --------------- -------------- 189,298 190,663 190,350 191,768 Less: cash dividends for period 1,059 1,113 2,111 2,218 -------------- --------------- --------------- -------------- Retained earnings at end of period $188,239 $189,550 $188,239 $189,550 ============== =============== =============== ============== Per share data: Net earnings per common share - basic: Earnings per share before extraordinary item $0.19 $0.59 $0.25 $0.61 Extraordinary loss on early extinguishment of debt (0.24) - (0.24) (0.04) -------------- --------------- --------------- -------------- Net (loss) earnings per common share - basic ($0.05) $0.59 $0.01 $0.57 ============== =============== =============== ============== Net earnings per common share - diluted: Earnings per share before extraordinary item $0.19 $0.54 $0.25 $0.61 Extraordinary loss on early extinguishment of debt (0.24) - (0.24) (0.04) -------------- --------------- --------------- -------------- Net (loss) earnings per common share - diluted ($0.05) $0.54 $0.01 $0.57 ============== =============== =============== ============== Average number of common shares 11,781,383 11,937,798 11,748,050 12,173,673 ============== =============== =============== ============== Average number of common and dilutive shares 11,850,421 14,756,196 11,782,444 12,254,753 ============== =============== =============== ============== </TABLE> See accompanying notes to consolidated financial statements. 5
<TABLE> <CAPTION> STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) For the Six-Months Ended June 30, ------------------------------ 2001 2000 ------------- ----------- <S> <C> <C> Cash flows from operating activities: Net earnings $ 97 $ 6,920 Adjustments to reconcile net earnings to net cash used in operating activities: Depreciation and amortization 9,570 9,251 Equity income from joint ventures (233) (343) Employee Stock Ownership Plan Allocation 352 487 Extraordinary Loss on repayment of debt 3,772 865 Change in assets and liabilities, net of effects from acquisitions: Increase in accounts receivable, net (108,154) (73,957) Decrease (Increase) in inventories 47,370 (32,905) Increase in other current assets (568) (1,523) (Increase) Decrease in other assets (7,694) 3,939 (Decrease) Increase in accounts payable (9,942) 20,771 Decrease in sundry payables and accrued expenses (1,151) (7,845) Increase in other liabilities 7,952 5,672 ------------- ----------- Net cash used in operating activities (58,629) (68,668) ------------- ----------- Cash flows from investing activities: Proceeds from the sale of property, plant & equipment - 657 Capital expenditures, net of effects from acquisitions (8,691) (8,473) Payments for acquisitions, net of cash acquired (1,069) (1,353) ------------- ----------- Net cash used in investing activities (9,760) (9,169) ------------- ----------- Cash flows from financing activities: Net (payments) borrowings under line-of-credit agreements 159,983 85,112 Principal payments and retirement of other long-term debt (94,227) (25,766) Purchase of treasury stock - (13,842) Dividends paid (2,111) (2,218) Proceeds from exercise of employee stock options 216 - ------------- ----------- Net cash provided by financing activities 63,861 43,286 ------------- ----------- Effect of exchange rate changes on cash (47) 252 ------------- ----------- Net decrease in cash (4,575) (34,299) Cash and cash equivalents at beginning of the period 7,699 40,380 ------------- ----------- Cash and cash equivalents at end of the period $ 3,124 $ 6,081 ============= =========== Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 7,745 $ 7,691 ============= =========== Income taxes $ 1,236 $ 944 ============= =========== </TABLE> See accompanying notes to consolidated financial statements. 6
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, 2000. The consolidated financial statements include the accounts of the Company and all domestic and international companies in which the Company has more than a 50% equity ownership. The Company's investments in unconsolidated affiliates are accounted for on the equity method. All significant inter-company items have been eliminated. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. 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 2000 have been reclassified to conform with the 2001 presentation. In June 1998 and June 2000, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities." These statements establish accounting and reporting standards requiring that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value. Adoption of these pronouncements on January 1, 2001 had no effect on the Company's consolidated financial statements taken as a whole. NOTE 2 <TABLE> <CAPTION> INVENTORIES ----------- (Dollars in Thousands) June 30, 2001 December 31, 2000 ------------- ----------------- (unaudited) <S> <C> <C> Finished Goods $142,670 $165,381 Work in Process 2,851 3,552 Raw Materials 41,366 65,324 ------ ------ Total inventories $186,887 $234,257 ======== ======== NOTE 3 PROPERTY, PLANT AND EQUIPMENT ----------------------------- (Dollars in thousands) June 30, 2001 December 31, 2000 ------------- ----------------- (unaudited) Land, buildings and improvements $60,527 $60,345 Machinery and equipment 103,075 101,538 Tools, dies and auxiliary equipment 12,692 12,035 Furniture and fixtures 32,390 32,345 Leasehold improvements 7,484 7,475 Construction in progress 17,899 12,328 ------ ------ 234,067 226,066 Less: accumulated depreciation and amortization 128,835 121,530 ------- ------- Total property, plant and equipment - net $105,232 $104,536 ======== ======== </TABLE> 7
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 On November 30, 1998, the Company entered into a three-year revolving credit facility with eight lending institutions, providing for an unsecured line of credit of $110,000,000. The facility allowed the Company to select from two interest rate options, one based on a spread over the prime rate and the other based on a spread over LIBOR. The spread above each interest rate option was determined by the Company's ratio of consolidated debt to earnings before interest, taxes, depreciation and amortization. With the revolving credit facility set to expire on November 30, 2001, the Company, effective April 27, 2001 entered into an agreement with GE Capital Corp. and a syndicate of lenders for a new revolving credit facility. The term of the new credit agreement is for a period of five years and provides for a line of credit up to $225,000,000. The initial proceeds have been used to refinance approximately $97 million of the outstanding indebtedness under the Company's aforementioned existing bank line of credit, the 7.56% senior note of $52 million, a $25 million accounts receivable sales arrangement and a Canadian Credit Facility of $5 million. The Company recorded an extraordinary loss of approximately $2.8 million, net of taxes, in the second quarter of 2001, for a prepayment penalty and write-off of unamortized fees for the retirement of the above related debt. Availability under the new credit facility is based on a formula of eligible accounts receivable and eligible inventory. Direct borrowings bear interest at the Prime Rate plus the applicable margin (as defined) or the LIBOR Rate plus the applicable margin (as defined), at the option of the Company. Borrowings are collateralized by accounts receivable, inventory and fixed assets of the Company and its subsidiaries. The terms of the new revolving credit facility contain, among other provisions, requirements of maintaining defined levels of tangible net worth and specific limits or restrictions on additional indebtedness, capital expenditures, liens and acquisitions. NOTE 5 <TABLE> <CAPTION> LONG-TERM DEBT -------------- (Dollars in thousands) June 30, 2001 December 31, 2000 (unaudited) ------------------- ----------------------- Long Term Debt Consists of: <S> <C> <C> 6.75% convertible subordinated debentures $ 90,000 $ 90,000 Revolving credit facility 194,865 - 7.56% senior note payable - 62,571 Canadian Credit Facility - 5,335 Other 4,433 5,755 ------------------- ----------------------- 289,298 163,661 Less: current portion 1,772 13,643 ------------------- ----------------------- Total non-current portion of Long-term debt: $287,526 $ 150,018 =================== ======================= </TABLE> On July 26, 1999, the Company completed a public offering of convertible subordinated debentures amounting to $90,000,000. The Convertible Debentures carry an interest rate of 6.75%, payable semi-annually, and will mature on July 15, 2009. The Debentures are convertible into 2,796,000 shares of the Company's common stock. Under the terms of the 7.56% senior note agreement, the Company was required to repay the loan in seven equal annual installments beginning in 2000. As noted above, this senior note was paid off as part of the new revolving credit facility described in Note 4. 8
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 (CONTINUED) Under the terms of a Canadian (CDN) credit agreement, the Company was required to repay the loan as follows: $2,000,000 CDN in 2001 and a final payment of $6,000,000 CDN in 2002. The credit agreement had various interest rate options. As noted above, this credit agreement was paid off as part of the new revolving credit facility described in Note 4. NOTE 6 The Company sold certain accounts receivable to an independent financial institution, through its wholly owned subsidiary, SMP Credit Corp., a qualifying special-purpose corporation. In May 1999 SMP Credit Corp. entered into a three year agreement whereby it could sell up to a $25 million undivided ownership interest in a designated pool of certain of these eligible receivables. As noted above, this agreement was terminated as part of the new revolving credit facility described in Note 4. NOTE 7 Total comprehensive income (loss) was $213,000 and $6,783,000 for the three-month periods ended June 30, 2001 and 2000, respectively, and $(107,000) and $6,873,000 for the six-month periods ended June 30, 2001 and 2000, respectively. NOTE 8 During the six-month period ended June 30, 2001, 23,202 stock options were exercised. At June 30, 2001, in aggregate 1,345,952 shares of authorized but unissued common stock were reserved for issuance under the Company's stock option plans, of which 1,055,372 shares were subject to outstanding options. 651,563 shares of these outstanding options were vested at June 30, 2001. 9
NOTE 9 Following are reconciliations of the earnings available to common stockholders and the shares used in calculating basic and dilutive net earnings per common share: <TABLE> <CAPTION> For Three-Months Ended For Six-Months Ended June 30, June 30, -------------------------- -------------------------- 2001 2000 2001 2000 ---- ---- ---- ---- <S> <C> <C> <C> <C> Earnings before extraordinary item $ 2,275,000 $ 7,036,000 $ 2,894,000 $ 7,421,000 Extraordinary item (2,797,000) -- (2,797,000) (501,000) ------------ ----------- ------------ ------------ Earnings available to common stockholders (522,000) 7,036,000 97,000 6,920,000 Effect of convertible debentures -- 911,000 -- -- ------------ ----------- ------------ ------------ Net earnings available to common stockholders assuming dilution ($ 522,000) $ 7,947,000 $ 97,000 $ 6,920,000 ============ =========== ============ ============ Weighted average common shares 11,781,383 11,937,798 11,748,050 12,173,673 Effect of convertible debentures -- 2,796,000 -- -- Effect of stock options 69,038 22,398 34,394 81,080 ------------ ----------- ------------ ------------ Weighted average common equivalent shares outstanding assuming dilution 11,850,421 14,756,196 11,782,444 12,254,753 ============ =========== ============ ============ </TABLE> The average shares listed below were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the periods presented. <TABLE> <CAPTION> For Three-Months Ended For Six-Months Ended June 30, June 30, -------------------------- -------------------------- 2001 2000 2001 2000 ---- ---- ---- ---- <S> <C> <C> <C> <C> Stock options 634,074 911,979 762,229 777,825 Convertible debentures 2,796,000 -- 2,796,000 2,796,000 ========= ============= ============= ============== </TABLE> NOTE 10 In fiscal 2000, the Company created an employee benefits trust to which it contributed 750,000 shares of treasury stock. The Company is authorized to instruct the trustees to distribute such shares toward the satisfaction of the Company's future obligations under Employee Benefit Plans. The shares held in trust are not considered outstanding for purposes of calculating earnings per share until they are committed to be released. The trustees will vote the shares in accordance with its fiduciary duties. During March of 2001, the Company committed 75,000 shares to be released. NOTE 11 The Company's two reportable operating segments are Engine Management and Temperature Control. <TABLE> <CAPTION> Industry Segment (Dollars in thousands) For the three-months ended June 30, ----------------------------------------------------------------------- 2001 2000 ----------------------------------------------------------------------- OPERATING OPERATING NET SALES INCOME NET SALES INCOME --------- ------ --------- ------ <S> <C> <C> <C> <C> Engine Management $77,498 $5,617 $72,867 $10,000 Temperature Control 99,059 5,428 91,505 10,169 All Other 10,354 (2,895) 10,740 (5,518) --------------- -------------- --------------- -------------- Consolidated $186,911 $8,150 $175,112 $14,651 =============== ============== =============== ============== </TABLE> 10
NOTE 11 (CONTINUED) <TABLE> <CAPTION> Industry Segment (Dollars in thousands) For the six-months ended June 30, ----------------------------------------------------------------------- 2001 2000 ----------------------------------------------------------------------- OPERATING OPERATING NET SALES INCOME NET SALES INCOME --------- ------ --------- ------ <S> <C> <C> <C> <C> Engine Management $152,508 $12,339 $146,022 $17,574 Temperature Control 170,017 6,143 152,993 10,907 All Other 19,931 (5,379) 22,302 (9,694) --------------- -------------- --------------- -------------- Consolidated $342,456 $13,103 $321,317 $18,787 =============== ============== =============== ============== </TABLE> All other consists of items pertaining to European and Canadian operations and the corporate headquarters function, which do not meet the criteria of a reportable operating segment. The following table reconciles the measure of profit used in the previous disclosure to the Company's consolidated Earnings before taxes and extraordinary item: <TABLE> <CAPTION> For Three-Months Ended For Six-Months Ended June 30, June 30, ----------------------------------- ---------------------------------- 2001 2000 2001 2000 ---- ---- ---- ---- <S> <C> <C> <C> <C> Operating income $8,150 $14,651 $13,103 $18,787 Other income (expense) - net 220 88 300 473 Interest expense 5,040 4,747 9,167 8,654 --------------- -------------- -------------- --------------- Earnings before taxes and extraordinary item $3,330 $9,992 $4,236 $10,606 =============== =============== =============== ============== </TABLE> NOTE 12 On January 28, 2000, a former significant customer of the Company currently undergoing a Chapter 7 liquidation in U.S. Bankruptcy Court, filed claims against a number of its former suppliers, including the Company. The claim against the Company alleges $500,000 (formerly $19,759,000) of preferential payments in the 90 days prior to the related Chapter 11 bankruptcy petition. In addition, this former customer seeks $10,500,000 from the Company for a variety of claims including antitrust, breach of contract, breach of warranty and conversion. These latter claims arise out of allegations that this customer was entitled to various discounts, rebates and credits after it filed for bankruptcy. The Company has purchased insurance with respect to the two actions. The Company believes this matter will not have a material effect on the Company's consolidated financial position or results of operations. The Company is involved in various other litigation and product liability matters arising in the ordinary course of business. Although the final outcome of these matters cannot be determined, it is management's opinion that the final resolution of these matters will not have a material effect on the Company's consolidated financial statements taken as a whole. 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ========================================================= CONDITION AND RESULTS OF OPERATIONS =================================== THIS MANAGEMENT'S DISCUSSION AND ANALYSIS CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, INCLUDED ELSEWHERE IN THIS FORM 10-Q. LIQUIDITY AND CAPITAL RESOURCES =============================== During the first six months of 2001, cash used in operations amounted to $58.6 million, as compared to $68.7 million in the same period of 2000. The improvement is primarily attributable to the Company's efforts to reduce inventory levels from their elevated levels at December 31, 2000. This improvement was offset by higher accounts receivable primarily due to an increase in net sales and a reduction in accounts payable. In connection with inventories and their $47.4 million decrease, this reflects the Company's commitment to its inventory reduction programs, previously discussed, which have resulted from increased sales, reduced production, and where needed, temporarily closing manufacturing facilities. The reductions have effected both the Engine Management and Temperature Control segments. Inventory turnover was 1.9x in 2001 vs. 2.1x in 2000, on a rolling twelve month basis, reflecting the high inventory levels at December 31, 2000, as previously discussed, and should improve as a result of the inventory reduction efforts. Cash used in investing activities was $9.8 million in the first six months of 2001, as compared to $9.2 million in the same period of 2000. The increase is primarily due to capital expenditures. Cash provided by financing activities was $63.9 million in the first six months of 2001, as compared to $43.3 million in the same period of 2000. The change is primarily due to the seasonal working capital needs of our Temperature Control segment where accounts receivable levels have increased primarily due to the increase in net sales. During the years 1998 through 2000, the Board of Directors authorized multiple repurchase programs under which the Company could repurchase shares of its common stock. During such years, $26.7 million (in the aggregate) of common stock has been repurchased to meet present and future requirements of the Company's stock option programs and to fund the Company's ESOP. As of June 30, 2001, the Company has Board authorization to repurchase additional shares at a maximum cost of $1.7 million. During the six months of 2001, the Company did not repurchase any shares of its common stock. During the first six months of 2000, the Company repurchased approximately 1.1 million shares at a cost of approximately $13.8 million. On November 30, 1998, the Company entered into a three-year revolving credit facility with eight lending institutions, providing for an $110,000,000 unsecured line of credit. The facility allowed the Company to select from two interest rate options, one based on a spread over the prime rate and the other based on a spread over LIBOR. The spread above each interest rate option was determined by the Company's ratio of consolidated debt to earnings before interest, taxes, depreciation and amortization. 12
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED) ========================================== With the revolving credit facility set to expire on November 30, 2001, the Company, effective April 27, 2001 entered into an agreement with GE Capital Corp. and a syndicate of lenders for a new revolving credit facility. The term of the new credit agreement is for a period of five years and provides for a line of credit up to $225,000,000. The initial proceeds have been used to refinance approximately $97 million of the outstanding indebtedness under the Company's aforementioned existing bank line of credit, the 7.56% senior note of $52 million, a $25 million accounts receivable sale arrangement and the Canadian Credit Facility of $5 million. The Company recorded an extraordinary loss of approximately $2.8 million, net of taxes, in the second quarter of 2001, for a prepayment penalty and write-off of unamortized fees for the retirement of the above related debt. Availability under the new credit facility is based on a formula of eligible accounts receivable and eligible inventory. Direct borrowings will bear interest at the Prime Rate plus the applicable margin (as defined) or the LIBOR Rate plus the applicable margin (as defined), at the option of the Company. Borrowings will be collateralized by accounts receivable, inventory and fixed assets of the Company and its subsidiaries. The terms of the new revolving credit facility contain, among other provisions, requirements of maintaining defined levels of tangible net worth and specific limits or restrictions on additional indebtedness, capital expenditures, liens and acquisitions. The Company's profitability and its working capital requirements have become more seasonal with the increased sales mix of temperature control products. Working capital requirements usually peak near the end of the second quarter, as the inventory build-up of air conditioning products is converted to sales and payments on the receivables associated with such sales begin to be received. These increased working capital requirements are funded by borrowings from our lines of credit. The Company anticipates that its present sources of funds will continue to be adequate to meet its near term needs. INTERIM RESULTS OF OPERATIONS ============================= COMPARISON OF THE THREE-MONTHS ENDED JUNE 30, 2001 TO THE THREE-MONTHS ======================================================================= ENDED JUNE 30, 2000 =================== On a consolidated basis, net sales in the second quarter of 2001 were $186.9 million, an increase of $11.8 million, or 6.7%, higher than net sales of $175.1 million in the second quarter of 2000. The increase resulted primarily from sales to new accounts in both the Engine Management and Temperature Control divisions. Gross margins, as a percentage of net sales, decreased to 26.2% in the second quarter of 2001, from 32.3% in the second quarter of 2000. The overall decrease in gross margins was primarily due to inventory reduction programs. The reduction in gross margins was across all product lines as the Company targets a minimum $40 million inventory reduction during 2001. These changes reflect the impact of underabsorbed overhead costs as a result of cutting production and temporarily closing manufacturing facilities. Selling, general and administrative expenses decreased by $1.1 million to $40.8 million in the second quarter of 2001, as compared to $41.8 million in the second quarter of 2000. This decrease reflects the focus on the Company's cost reduction efforts with benefits primarily in the marketing and distribution areas. Operating income decreased by $6.5 million in the second quarter of 2001, as compared to the second quarter of 2000, primarily due to the lower gross margins, as discussed above. The effective tax rate increased from 30% in the second quarter of 2000 to 32% in the second quarter of 2001, due to a decrease in earnings from the Company's foreign subsidiaries. The 32% current effective tax rate reflects the Company's anticipated tax rate for the balance of the year. 13
INTERIM RESULTS OF OPERATIONS ============================= COMPARISON OF THE SIX-MONTHS ENDED JUNE 30, 2001 TO THE SIX-MONTHS ================================================================== ENDED JUNE 30, 2000 =================== On a consolidated basis, net sales for the six-month period ended June 30, 2001 were $342.5 million, an increase of $21.1 million, or 6.6%, as compared to the same period in 2000. The increase resulted primarily from sales to new accounts in both the Engine Management and Temperature Control divisions. Gross margins, as a percentage of net sales, decreased to 27.4% for the six-months ended June 30, 2001 from 32.1% in the same period of 2000. The overall decrease in gross margins was primarily due to inventory reduction programs. The reduction in gross margins was across all product lines as the Company targets a minimum $40 million inventory reduction during 2001. These changes reflect the impact of underabsorbed overhead costs as a result of cutting production and temporarily closing manufacturing facilities. Selling, general and administrative expenses decreased by $3.7 million to $80.8 million for the six-month period ended June 30, 2001, as compared to $84.5 million in the same period of 2000. This decrease reflects the focus on the Company's cost reduction efforts with benefits primarily in the marketing and distribution areas. Operating income decreased by $5.7 million for the six-month period ended June 30, 2001, as compared to the same period of 2000, primarily due to the lower gross margins, as discussed above. Interest expense increased $0.5 million for the six-month period ended June 30, 2001 as compared to the same period in 2000, due to higher average borrowings. The effective tax rate increased from 30% for the first six-months of 2000 to 32% for the first six-months of 2001, due to a decrease in earnings from the Company's foreign subsidiaries. The 32% current effective tax rate reflects the Company's anticipated tax rate for the balance of the year. RECENTLY ISSUED ACCOUNTING STANDARDS ==================================== In May 2000 and April 2001, the FASB Emerging Issues Task Force (the "EITF") issued new guidelines entitled "Accounting for Certain Sales Incentives" and "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products", respectively, (the Guidelines"). These Guidelines address when sales incentives and discounts should be recognized and the accounting for certain costs incurred by a vendor on behalf of a customer, as well as where the related revenues and expenses should be classified in the financial statements. The Guidelines, as amended, are now effective beginning January 1, 2002 and would be applied retroactively for purposes of comparability. The adoption of these guidelines is not expected to have a significant effect on the Company's consolidated financial statements. In July 2001, the FASB issued Statement No. 141, BUSINESS COMBINATIONS, and Statement No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS. Statement 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001. Statement 141 also specifies criteria intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill, noting that any purchase price allocable to an assembled workforce may not be accounted for separately. Statement 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of Statement 142. Statement 142 will also require that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF. The Company is required to adopt the provisions of Statement 141 immediately, and Statement 142 effective January 1, 2002. Furthermore, any goodwill and any intangible asset determined to have an indefinite useful life that are acquired in a purchase business combination completed after June 30, 2001 will not be amortized, but will continue to be evaluated for impairment in accordance with the appropriate pre-Statement 142 accounting literature. Goodwill and intangible assets acquired in business combinations completed before July 1, 2001 will continue to be amortized prior to the adoption of Statement 142. Statement 141 will require upon adoption of Statement 142, that the Company evaluate its existing intangible assets and goodwill that were acquired in a prior purchase business combination, and to make any necessary reclassifications in order to conform with the new criteria in Statement 141 for recognition apart from goodwill. Upon adoption of Statement 142, the Company will be required to reassess the useful lives and residual values of all intangible assets acquired in purchase business combinations, and make any necessary amortization period 14
adjustments by the end of the first interim period after adoption. In addition, to the extent an intangible asset is identified as having an indefinite useful life, the Company will be required to test the intangible asset for impairment in accordance with the provisions of Statement 142 within the first interim period. Any impairment loss will be measured as of the date of adoption and recognized as the cumulative effect of a change in accounting principle in the first interim period. In connection with the transitional goodwill impairment evaluation, Statement 142 will require the Company to perform an assessment of whether there is an indication that goodwill is impaired as of the date of adoption. To accomplish this the Company must identify its reporting units and determine the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of the date of adoption. The Company will then have up to six months from the date of adoption to determine the fair value of each reporting unit and compare it to the reporting unit's carrying amount. To the extent a reporting unit's carrying amount exceeds its fair value, an indication exists that the reporting unit's goodwill may be impaired and the Company must perform the second step of the transitional impairment test. In the second step, the Company must compare the implied fair value of the reporting unit's goodwill, determined by allocating the reporting unit's fair value to all of its assets (recognized and unrecognized) and liabilities in a manner similar to a purchase price allocation in accordance with Statement 141, to its carrying amount, both of which would be measured as of the date of adoption. This second step is required to be completed as soon as possible, but no later than the end of the year of adoption. Any transitional impairment loss will be recognized as the cumulative effect of a change in accounting principle in the Company's statement of earnings. As of the date of adoption, the Company expects to have unamortized goodwill in the amount of approximately $38,000,000 all of which will be subject to the transition provisions of Statements 141 and 142. Amortization expense related to goodwill was $3,504,000 and $1,786,000 for the year ended December 31, 2000 and the six months ended June 30, 2001, respectively. Because of the extensive effort needed to comply with adopting Statements 141 and 142, it is not practicable to reasonably estimate the impact of adopting these Statements on the Company's financial statements at the date of this report, including whether any transitional impairment losses will be required to be recognized as the cumulative effect of a change in accounting principle. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ================================================================== As a result of the Company's refinancing agreement during the second quarter 2001, as described in note 4, the Company's percentage of variable rate debt to total debt has increased from 23% at December 31, 2000 to 68% at June 30, 2001. Other than the aforementioned, there have been no significant changes to the information presented in Item 7A (Market Risk) of the Company's Annual Report on Form 10-K for the year ended December 31, 2000. 15
PART II - OTHER INFORMATION =========================== ITEM 1. LEGAL PROCEEDINGS ========================= On January 28, 2000, a former significant customer of the Company currently undergoing a Chapter 7 liquidation in U.S. Bankruptcy Court, filed claims against a number of its former suppliers, including the Company. The claim against the Company alleges $500,000 (formerly $19,759,000) of preferential payments in the 90 days prior to the related Chapter 11 bankruptcy petition. In addition, this former customer seeks $10,500,000 from the Company for a variety of claims including antitrust, breach of contract, breach of warranty and conversion. These latter claims arise out of allegations that this customer was entitled to various discounts, rebates and credits after it filed for bankruptcy. The Company has purchased insurance with respect to the two actions. The Company believes that these matters will not have a material effect on the Company's consolidated financial statements taken as a whole. The Company is involved in various other litigation and product liability matters arising in the ordinary course of business. Although the final outcome of these matters cannot be determined, it is management's opinion that the final resolution of these matters will not have a material effect on the Company's consolidated financial statements taken as a whole. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ============================================================= (a) May 17, 2001 Annual Meeting (b) Directors Elected -- Lawrence I. Sills Arthur D. Davis Susan F. Davis William H. Turner John L. Kelsey Robert J. Swartz Marilyn F. Cragin Arthur S. Sills Peter J. Sills Robert M. Gerrity Kenneth A. Lehman (c) Proposals voted upon: (1) Election of Directors: VOTES FOR VOTES WITHHELD ========= ============== Lawrence I. Sills 8,509,789 3,112,976 Arthur D. Davis 8,510,006 3,112,759 Susan F. Davis 8,508,805 3,113,960 William H. Turner 8,511,020 3,111,745 John L. Kelsey 8,509,458 3,113,307 Robert J. Swartz 8,511,020 3,111,745 Marilyn F. Cragin 8,510,018 3,112,747 Arthur S. Sills 8,509,839 3,112,926 Peter J. Sills 8,508,726 3,114,039 Robert M. Gerrity 8,510,020 3,112,745 Kenneth A. Lehman 8,510,020 3,112,745 (2) Shareholder Proposal Concerning Preferred Share Purchase Rights VOTED FOR VOTED AGAINST ABSTAINED ========= ============= ========= 4,081,687 6,112,534 51,428 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ========================================== (a) EXHIBIT(S) ---------- <TABLE> <CAPTION> NUMBER DESCRIPTION METHOD OF FILING - ------ ----------- ---------------- <S> <C> <C> 10.25 The 1994 Omnibus Stock Option Plan of Standard Incorporated by reference Motor Products, Inc. as amended and restated, is filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8 (33359524), dated April 25, 2001. (b) REPORTS ON FORM 8-K There were no reports on Form 8-K filed for this period. </TABLE> 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, 2001 JAMES J. BURKE - --------------- ----------------------------- (Date) Vice President Finance, Chief Financial Officer 17