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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 JUNE 30, 2003
OR
|_| 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.
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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)
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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes |X| No |_|
As of the close of business on July 31, 2003 there were 19,726,608 outstanding
shares of the Registrant's Common Stock, par value $2.00 per share.
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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I - FINANCIAL INFORMATION PAGE NO.
--------
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets
June 30, 2003 (Unaudited) and December 31, 2002 3
Consolidated Statements of Operations and Retained Earnings
(Unaudited) for the Three Months and Six Months Ended June 30, 2003 4
and 2002
Consolidated Statements of Cash Flows (Unaudited) for the Six Months
Ended June 30, 2003 and 2002 5
Notes to Consolidated Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 18
Item 3. Quantitative and Qualitative Disclosures about Market Risk 28
Item 4. Controls and Procedures 28
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 29
Item 4. Submission of Matters to a Vote of Security Holders 30
Item 6. Exhibits and Reports on Form 8-K 31
Signature 31
2
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except for shares and per share data)
---------------------------------
June 30, December 31,
2003 2002
------------- -------------
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 7,404 $ 9,690
Marketable securities 5,700 7,200
Accounts receivable, net of
allowance for doubtful accounts and
discounts of $9,268 (2002 - $4,882) (Note 7) 257,564 117,644
Inventories (Notes 5 and 7) 264,311 174,785
Deferred income taxes 12,048 12,213
Prepaid expenses and other current assets 6,965 6,828
------------- -------------
Total current assets 553,992 328,360
------------- -------------
Property, plant and equipment, net of
accumulated depreciation (Notes 6 and 7) 116,911 103,822
Goodwill, net (Notes 3 and 4) 79,867 16,683
Other assets 40,649 41,893
------------- -------------
Total assets $791,419 $490,758
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 3,643 $ 3,369
Current portion of long-term debt (Note 7) 3,958 4,108
Accounts payable 78,277 35,744
Sundry payables and accrued expenses (Note 4) 73,819 39,723
Accrued customer returns 35,607 16,341
Payroll and commissions 13,976 12,143
------------- -------------
Total current liabilities 209,280 111,428
------------- -------------
Long-term debt (Note 7) 272,931 169,440
Postretirement medical benefits
and other accrued liabilities 32,856 30,414
Restructuring accrual (Note 4) 20,200 -
Accrued asbestos liabilities (Note 14) 25,287 25,595
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Total liabilities 560,554 336,877
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Commitments and contingencies (Notes 4,7,8,10,12 and 14)
Stockholders' equity (Notes 4,7,8,9,10 and 12):
Common stock - par value $2.00 per share:
Authorized - 30,000,000 shares,
issued 20,453,236 and 13,324,476 shares
in 2003 and 2002, respectively) 40,906 26,649
Capital in excess of par value 58,139 1,764
Retained earnings 149,439 148,686
Accumulated other comprehensive income (loss) 1,765 (2,581)
Treasury stock - at cost (1,284,428 and 1,367,467
shares in 2003 and 2002, respectively) (19,384) (20,637)
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Total stockholders' equity 230,865 153,881
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Total liabilities and stockholders' equity $791,419 $490,758
============= =============
See accompanying notes to consolidated financial statements.
3
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(In thousands, except for shares and per share data)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------ ------------------------------
2003 2002 2003 2002
-------------- -------------- -------------- --------------
(Unaudited) (Unaudited)
Net sales $ 166,125 $ 180,629 $ 301,850 $ 306,950
Cost of sales 122,306 133,729 223,491 228,880
-------------- -------------- -------------- --------------
Gross profit 43,819 46,900 78,359 78,070
Selling, general and administrative expenses 33,279 34,519 65,491 65,582
-------------- -------------- -------------- --------------
Operating income 10,540 12,381 12,868 12,488
Other income (expense) - net (129) 88 (403) 756
Interest expense 3,188 3,809 6,206 7,271
-------------- -------------- -------------- --------------
Earnings from continuing operations before taxes 7,223 8,660 6,259 5,973
Income tax expense 2,923 2,393 2,566 1,627
-------------- -------------- -------------- --------------
Earnings from continuing operations 4,300 6,267 3,693 4,346
Loss from discontinued operation, net of tax (433) (806) (781) (1,125)
-------------- -------------- -------------- --------------
Earnings before cumulative effect of accounting change 3,867 5,461 2,912 3,221
Cumulative effect of accounting change, net of tax (Note 3) - - - (18,350)
-------------- -------------- -------------- --------------
Net earnings (loss) 3,867 5,461 2,912 (15,129)
Retained earnings at beginning of period 146,655 161,878 148,686 183,532
-------------- -------------- -------------- --------------
150,522 167,339 151,598 168,403
Less: cash dividends for period 1,083 1,074 2,159 2,138
-------------- -------------- -------------- --------------
Retained earnings at end of period $ 149,439 $ 166,265 $ 149,439 $ 166,265
============== ============== ============== ==============
Per share data:
Net earnings (loss) per common share - basic:
Earnings per share from continuing operations $ 0.34 $ 0.53 $ 0.30 $ 0.36
Discontinued operation (0.03) (0.07) (0.06) (0.09)
Cumulative effect of accounting change - - - (1.54)
-------------- -------------- -------------- --------------
Net earnings (loss) per common share - basic $ 0.31 $ 0.46 $ 0.24 $ (1.27)
============== ============== ============== ==============
Net earnings (loss) per common share - diluted:
Earnings per share from continuing operations $ 0.34 $ 0.48 $ 0.30 $ 0.36
Discontinued operation (0.03) (0.05) (0.06) (0.09)
Cumulative effect of accounting change - - - (1.53)
-------------- -------------- -------------- --------------
Net earnings (loss) per common share - diluted $ 0.31 $ 0.43 $ 0.24 $ (1.26)
============== ============== ============== ==============
Average number of common shares 12,493,796 11,918,439 12,234,764 11,873,288
============== ============== ============== ==============
Average number of common and dilutive shares 15,334,225 14,840,360 12,305,907 11,984,935
============== ============== ============== ==============
See accompanying notes to consolidated financial statements.
4
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
June 30,
---------------------------------
2003 2002
-------------- --------------
(Unaudited)
Cash flows from operating activities:
Net income (loss) $ 2,912 $ (15,129)
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation and amortization 8,028 7,872
Loss (gain) on sale of property, plant & equipment 134 (140)
Equity (income) loss from joint ventures 115 (263)
Employee stock ownership plan allocation 504 584
Loss from discontinued operation, net of tax 781 1,125
Cumulative effect of accounting change, net of tax - 18,350
Change in assets and liabilities, net of effects from acquisitions:
Increase in accounts receivable, net (75,786) (88,527)
(Increase) decrease in inventories (2,218) 10,290
Decrease (increase) in prepaid expenses and other current assets 971 (1,776)
Decrease in other assets 2,632 5,983
Increase in accounts payable 13,918 19,955
Increase in sundry payables and accrued expenses 1,044 8,228
Increase in other liabilities 2,252 7,129
-------------- --------------
Net cash used in operating activities (44,713) (26,319)
-------------- --------------
Cash flows from investing activities:
Proceeds from the sale of property, plant & equipment 77 513
Capital expenditures (3,617) (4,275)
Payments for acquisitions, net of cash acquired (129,586) (17,715)
-------------- --------------
Net cash used in investing activities (133,126) (21,477)
-------------- --------------
Cash flows from financing activities:
Net borrowings under line-of-credit agreements 81,972 40,004
Borrowings under new long term debt 25,125 5,419
Principal payments and retirement of long-term debt (3,482) (587)
Proceeds from the issuance of common stock 70,855 -
Proceeds from exercise of employee stock options 27 412
Dividends paid (2,159) (2,138)
-------------- --------------
Net cash provided by financing activities 172,338 43,110
-------------- --------------
Effect of exchange rate changes on cash 3,215 776
Net decrease in cash and cash equivalents (2,286) (3,910)
Cash and cash equivalents at beginning of the period 9,690 7,496
-------------- --------------
Cash and cash equivalents at end of the period $ 7,404 $ 3,586
============== ==============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 6,378 $ 7,266
============== ==============
Income taxes $ 1,990 $ 324
============== ==============
See accompanying notes to consolidated financial statements.
5
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
Standard Motor Products, Inc. (referred to hereinafter in these Notes to
Consolidated Financial Statements as "we," "us," or "our") is engaged in the
manufacture and distribution of replacement parts for motor vehicles in the
automotive aftermarket industry.
The accompanying unaudited financial information should be read in conjunction
with the audited consolidated financial statements and the notes thereto
included in our Annual Report on Form 10-K for the year ended December 31, 2002.
The unaudited consolidated financial statements include our accounts and all
domestic and international companies in which we have more than a 50% equity
ownership. Our investments in unconsolidated affiliates are accounted for on the
equity method. All significant intercompany 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 2002 have been reclassified to conform
with the 2003 presentation.
NOTE 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
No. 143, Accounting for Asset Retirement Obligations ("Statement No. 143"),
which addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and the associated asset
retirement costs. Statement No. 143 applies to legal obligations associated with
the retirement of long-lived assets that result from the acquisition,
construction, development and/or normal use of the asset. Statement No. 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. The fair value of the liability is added to the carrying
amount of the associated asset and this additional carrying amount is
depreciated over the life of the asset. The liability is accreted at the end of
each period through charges to operating expense. If the obligation is settled
for other than the carrying amount of the liability, we will recognize a gain or
loss on settlement. Effective January 1, 2003, we adopted Statement No. 143,
which did not have a material effect on our consolidated financial statements.
RESCISSION OF FASB STATEMENTS
In April 2002, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13 and Technical Corrections ("Statement No. 145"). Statement
No. 145 eliminates the automatic classification of gain or loss on
extinguishment of debt as an extraordinary item of income and requires that such
gain or loss be evaluated for extraordinary classification under the criteria of
Accounting Principles Board ("APB") No. 30, Reporting Results of Operations
("APB No. 30"). Statement No. 145 also requires sales-leaseback accounting for
lease modifications that have economic effects that are similar to
sales-leaseback transactions, and makes various other technical corrections to
existing pronouncements. Effective January 1, 2003,
6
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
we adopted Statement No. 145, which did not have a material effect on our
consolidated financial statements, however, Statement No. 145 will require prior
periods to be reclassified for any loss on extinguishment of debt not meeting
the criteria of APB No. 30.
ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT AND DISPOSAL ACTIVITIES
In July 2002, the FASB issued Statement No. 146, Accounting for Costs Associated
with Exit or Disposal Activities ("Statement No. 146"). Statement No. 146, which
is effective prospectively for exit or disposal activities initiated after
December 31, 2002, applies to costs associated with an exit activity, including
restructurings, or with a disposal of long-lived assets. Those activities can
include eliminating or reducing product lines, terminating employees and
contracts and relocating plant facilities or personnel. Statement No. 146
requires that exit or disposal costs are recorded as an operating expense when
the liability is incurred and can be measured at fair value. Commitment to an
exit plan or a plan of disposal by itself will not meet the requirement for
recognizing a liability and the related expense under Statement No. 146. The
adoption of Statement No. 146 did not have a material effect on our consolidated
financial statements.
ACCOUNTING FOR AND DISCLOSURES OF GUARANTEES
In November 2002, the FASB issued interpretation No. 45, Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others ("Interpretation No. 45"). Interpretation No. 45
elaborates on the existing disclosure requirements for most guarantees,
including loan guarantees such as standby letters of credit. Interpretation No.
45 also clarifies that at the time a company issues a guarantee, the company
must recognize an initial liability for the fair market value of the obligations
it assumes under that guarantee and must disclose that information in its
interim and annual financial statements. The initial recognition and measurement
provisions of Interpretation No. 45 apply on a prospective basis to guarantees
issued or modified after December 31, 2002. The adoption of Interpretation No.
45 did not have a material effect on our consolidated financial statements. See
Note 14 of Notes to Consolidated Financial Statements for discussion of product
warranty claims.
ACCOUNTING FOR STOCK-BASED COMPENSATION
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure, an amendment of FASB Statement No. 123
("Statement No. 148"). Statement No. 148 amends FASB Statement No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value method of accounting for
stock-based employee compensation. In addition, Statement No. 148 amends the
disclosure requirements of Statement No. 123 to require prominent disclosures in
both annual and interim financial statements. Certain of the disclosure
modifications are required for fiscal years ending after December 15, 2002.
Effective January 1, 2003, we adopted Statement No. 148 and have provided the
disclosures required under Statement No. 148 in Note 10 of Notes to Consolidated
Financial Statements.
CONSOLIDATION OF VARIABLE INTEREST ENTITIES
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51 ("Interpretation No.
46"). Interpretation No. 46 addresses the consolidation by business enterprises
of variable interest entities as defined in Interpretation No. 46.
Interpretation No. 46 applies immediately to variable interests in variable
interest entities obtained after January 31, 2003. For public enterprises with a
variable interest in a variable interest entity created before February 1, 2003,
Interpretation No. 46 applies to those enterprises no later than the beginning
of the first interim or annual reporting period beginning after June 15, 2003.
Interpretation No. 46 requires certain disclosures in financial statements
issued after January 31, 2003. We currently are evaluating the impact of
Interpretation No. 46 on our consolidated financial statements and related
disclosures.
7
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS
In May 2003, the FASB issued Statement No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity ("Statement No.
150"). Statement No. 150 requires issuers to classify as liabilities (or assets
in some circumstances) three classes of freestanding financial instruments that
embody obligations for the issuer. Generally, Statement No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, and is
otherwise effective at the beginning of the first interim period beginning after
June 15, 2003. Statement No. 150 is not expected to have a material adverse
effect on our consolidated financial statements.
NOTE 3. GOODWILL
Effective January 1, 2002, we adopted the provisions of Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets ("SFAS No.
142"). In accordance with SFAS No. 142, goodwill is no longer amortized, but
instead, is subject to an annual review for potential impairment. Using the
discounted cash flows method, based on our weighted average cost of capital and
market multiples, we reviewed the fair values of each of our reporting units.
The decline in economic and market conditions, higher integration costs than
anticipated and the general softness in the automotive aftermarket caused a
decrease in the fair values of certain of our reporting units. As a result, we
recorded an impairment loss on goodwill as a cumulative effect of accounting
change of $18.3 million, net of tax, or $1.55 per diluted share during the first
quarter of 2002. The impairment loss relates to our European Operation and
Temperature Control Segment for which we recorded a charge of $10.9 million and
$7.4 million, respectively.
During the fourth quarter of 2002, we completed our review of goodwill for
potential impairment. After consideration to 2002 losses and budgeted 2003
losses, we wrote-off the remaining goodwill associated with the Engine
Management reporting unit of our European Segment. The remaining goodwill
balance of our European Segment pertains to the Temperature Control reporting
unit.
NOTE 4. ACQUISITION AND RESTRUCTURING COSTS
ACQUISITION
On June 30, 2003, we completed the acquisition of substantially all of the
assets and assumed substantially all of the operating liabilities of Dana
Corporation's Engine Management Group ("Dana's EMG Business"). Prior to the
sale, Dana's EMG Business was a leading manufacturer of aftermarket parts in the
automotive industry focused exclusively on engine management. Dana's EMG
Business customers consist of many of the leading warehouse distributors, such
as NAPA Auto Parts, as well as many of the leading auto parts retail chains,
such as CSK Auto, O'Reilly Automotive and Pep Boys. Dana's EMG Business products
enjoy strong brand recognition with its many leading automotive product names,
including Echlin, Borg Warner and Niehoff, as well as with private labels
through NAPA Auto Parts. Dana's EMG Business currently includes nine operating
facilities employing approximately 1,900 people.
Under the terms of the acquisition, we paid Dana Corporation $91.3 million in
cash, issued an unsecured promissory note of $15.1 million, and issued 1,378,760
shares of our common stock valued at $15.1 million using an average market price
of $10.97 per share. The average market price was based on the average closing
price for a range of trading days preceding the closing date of the acquisition.
We also incurred an estimated $8.1 million in transaction costs.
8
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
In connection with the acquisition of Dana's EMG Business, we completed a public
equity offering of 5,750,000 shares of our common stock for net proceeds of
approximately $56.8 million. The net proceeds from this equity offering were
used to repay a portion of our outstanding indebtedness under our revolving
credit facility with General Electric Capital Corporation. On June 30, 2003, we
also completed an amendment to our revolving credit facility, which increased
the amount available under the credit facility by $80 million, to $305 million,
as discussed more fully in Note 7 of Notes to Consolidated Financial Statements.
We then financed the cash portion of the acquisition purchase price and the
costs associated with the acquisition by borrowing from our amended credit
facility.
We also issued to Dana Corporation an unsecured subordinated promissory note in
the aggregate principal amount of approximately $15.1 million. The promissory
note bears an interest rate of 9% per annum for the first year, with such
interest rate increasing by one-half of a percentage point (0.5%) on each
anniversary of the date of issuance. Accrued and unpaid interest is due
quarterly under the promissory note. The maturity date of the promissory note is
five and a half years from the date of issuance. The promissory note may be
prepaid in whole or in part at any time without penalty.
The preliminary purchase price of the acquisition is summarized as follows (in
thousands):
Value of common stock issued $ 15,125
Unsecured promissory note 15,125
Cash consideration 91,250
--------------------
Total consideration 121,500
Transaction costs 8,086
--------------------
Total purchase price $ 129,586
====================
The preliminary acquisition purchase price is subject to a final valuation of
consideration which primarily relates to a post-closing adjustment, based upon
the final book value of the acquired assets of Dana's EMG Business less the book
value of the assumed liabilities of Dana's EMG Business as of the close of
business on the closing date, subject to a maximum purchase price of $125
million.
The allocation of the total purchase price was as follows (in thousands):
Net tangible assets acquired $ 66,402
Goodwill 63,184
--------------------
Total purchase price $ 129,586
====================
The purchase price allocation is preliminary and is dependent on our final
analysis of the net assets acquired, which is expected to be completed within
the one-year period following the consummation of the acquisition, as provided
by accounting rules. The acquisition was accounted for as a purchase transaction
in accordance with SFAS No. 141, and accordingly, the net tangible assets
acquired were recorded at their fair value at the date of the acquisition. The
excess of the purchase price over the estimated fair values of the net assets
acquired was recorded as goodwill. Goodwill associated with this acquisition
will be deductible for tax purposes. The results of Dana's EMG Business will be
included in our statements of operations beginning the quarter ended September
30, 2003.
The following table summarizes the components of the net tangible assets
acquired (in thousands):
Accounts receivable $ 64,134
Inventories 87,308
Property, plant and equipment 17,165
Other assets 512
--------------------
Total assets acquired $ 169,119
====================
9
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Accounts payable $ 28,615
Sundry payables and accrued expenses 32,271
Accrued customer returns 17,122
Payroll and commissions 4,509
Other liabilities 20,200
--------------------
Total liabilities assumed 102,717
--------------------
Net tangible assets acquired $ 66,402
====================
The following table represents our unaudited pro forma consolidated statement of
operations for the three months and six months ended June 30, 2003 and 2002, as
if the acquisition of Dana's EMG Business had been completed at the beginning of
each period. The pro forma information is presented for comparative purposes
only and does not purport to be indicative of what would have occurred had the
acquisition actually been made at such date, nor is it necessarily indicative of
future operating results.
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- -------------------------------
2003 2002 2003 2002
---- ---- ---- ----
(in thousands)
Net sales $235,528 $255,302 $445,582 $449,197
Earnings (loss) before cumulative effect of
accounting change $986 $(2,826) $442 $(15,382)
Net income (loss) $986 $(2,826) $442 $(33,732)
Net earnings (loss) per common share:
Net earnings (loss) - Basic $0.05 $(0.15) $0.02 $(1.78)
Net earnings (loss) - Diluted $0.05 $(0.15) $0.02 $(1.78)
RESTRUCTURING COSTS
In connection with the acquisition, we have reviewed our operations and
implemented integration plans to restructure the operations of Dana's EMG
Business. We announced in a press release on July 8, 2003 that we will close
seven of the nine Dana Engine Management facilities. As part of the integration
and restructuring plans, we accrued an initial restructuring liability of
approximately $35 million at June 30, 2003. Such amounts were recognized as
liabilities assumed in the acquisition and included in the allocation of the
cost to acquire Dana's EMG Business. Accordingly, such amounts resulted in
additional goodwill being recorded in connection with the acquisition.
Of the total restructuring accrual, approximately $18 million related to work
force reductions and represented employee termination benefits. The accrual
amount primarily provides for severance costs relating to the involuntary
termination of approximately 1,400 employees, individually employed throughout
Dana's Engine Management facilities across a broad range of functions, including
managerial, professional, clerical, manufacturing and factory positions. Our
anticipated date of completion is within 18 months of the closing of the
acquisition.
The restructuring accrual also includes approximately $17 million associated
with exiting certain activities, primarily related to lease and contract
termination costs. Specifically, our plans are to consolidate certain of Dana's
EMG operations into existing Standard Motor Products plants. The restructuring
accrual associated with other exiting activities specifically includes
incremental costs and contractual termination obligations for items such as
leasehold termination payments and other facility exit costs incurred as a
direct result of these plans, which will not have future benefits.
10
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5. INVENTORIES
June 30, December 31,
2003 2002
(unaudited)
------------------- --------------------
(in thousands)
Finished Goods $ 194,305 $ 141,487
Work in Process 9,612 2,417
Raw Materials 60,394 30,881
------------------- --------------------
Total inventories $ 264,311 $ 174,785
=================== ====================
NOTE 6. PROPERTY, PLANT AND EQUIPMENT
June 30, December 31,
2003 2002
(unaudited)
--------------------- --------------------
(in thousands)
Land, buildings and improvements $ 71,806 $ 66,200
Machinery and equipment 131,367 120,655
Tools, dies and auxiliary equipment 21,460 19,962
Furniture and fixtures 26,194 25,831
Computer software 13,149 12,120
Leasehold improvements 7,164 7,164
Construction in progress 7,155 4,169
--------------------- --------------------
278,295 256,101
Less: accumulated depreciation and amortization 161,384 152,279
--------------------- --------------------
Total property, plant and equipment - net $ 116,911 $ 103,822
===================== ====================
NOTE 7. CREDIT FACILITIES AND LONG-TERM DEBT
June 30, December 31, 2002
2003
(unaudited)
--------------------- -- --------------------
Long Term Debt Consists of: (in thousands)
6.75% convertible subordinated debentures $ 90,000 $ 90,000
Revolving credit facility 157,947 76,249
Unsecured promissory note 15,125 -
Mortgage loan 10,000 -
Other 3,817 7,299
--------------------- --------------------
276,889 173,548
Less: current portion 3,958 4,108
--------------------- --------------------
Total non-current portion of
long-term debt $ 272,931 $ 169,440
===================== ====================
Effective April 27, 2001, we entered into an agreement with General Electric
Capital Corporation, as agent, and a syndicate of lenders for a secured
revolving credit facility. The term of the credit agreement was for a period of
five years and provided for a line of credit up to $225 million.
11
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
On June 30, 2003 we completed an amendment to our revolving credit facility to
provide for an additional $80 million commitment, in connection with our
acquisition of Dana's EMG Business. This additional commitment increases the
total amount available for borrowing under our revolving credit facility to $305
million from $225 million, which expires in 2008. Availability under our
revolving credit facility is based on a formula of eligible accounts receivable,
eligible inventory and eligible fixed assets, and includes the purchased assets
of Dana's EMG Business.
Direct borrowings under our revolving credit facility bear interest at the prime
rate plus the applicable margin (as defined) or the LIBOR rate plus the
applicable margin (as defined), at our option. Borrowings are collateralized by
substantially all of our assets, including accounts receivable, inventory and
fixed assets, and those of our domestic and Canadian subsidiaries. Our revolving
credit facility prior to the acquisition provides for certain financial
covenants limiting our capital expenditures and requiring us to maintain a
certain tangible net worth at the end of each fiscal quarter. Following our
acquisition of Dana's EMG Business, the terms of our revolving credit facility
provide for, among other provisions, new financial covenants requiring us, on a
consolidated basis, (1) to maintain specified levels of earnings before
interest, taxes, depreciation and amortization (EBITDA) at the end of each
fiscal quarter through December 31, 2004, (2) commencing September 30, 2004, to
maintain specified levels of fixed charge coverage at the end of each fiscal
quarter (rolling twelve months) through 2007, and (3) to limit capital
expenditure levels for each fiscal year through 2007.
In connection with our acquisition of Dana's EMG Business, we issued to Dana
Corporation an unsecured subordinated promissory note in the aggregate principal
amount of approximately $15.1 million. The promissory note bears an interest
rate of 9% per annum for the first year, with such interest rate increasing by
one-half of a percentage point (0.5%) on each anniversary of the date of
issuance. Accrued and unpaid interest is due quarterly under the promissory
note. The maturity date of the promissory note is five and a half years from the
date of issuance. The promissory note may be prepaid in whole or in part at any
time without penalty.
On June 27, 2003, we borrowed $10 million under a mortgage loan agreement. The
loan is payable in monthly installments. The loan bears interest at a fixed rate
of 5.50% maturing in July 2018. The mortgage loan is secured by a building and
related property.
On July 26, 1999, we completed a public offering of convertible subordinated
debentures amounting to $90 million. The convertible debentures carry an
interest rate of 6.75%, payable semi-annually, and will mature on July 15, 2009.
The convertible debentures are convertible into 2,796,120 shares of our common
stock.
NOTE 8. INTEREST RATE SWAP AGREEMENTS
We do not enter into financial instruments for trading or speculative purposes.
The principal financial instruments used for cash flow hedging purposes are
interest rate swaps.
In July 2001, we entered into interest rate swap agreements to manage our
exposure to interest rate changes. The swaps effectively convert a portion of
our variable rate debt under the revolving credit facility to a fixed rate,
without exchanging the notional principal amounts. At December 31, 2002, we had
two outstanding interest rate swap agreements (in an aggregate notional
principal amount of $75 million), one of which matured in January 2003 and one
of which is scheduled to mature in January 2004. Under
12
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
these agreements, we receive a floating rate based on the LIBOR interest rate,
and pay a fixed rate of 4.92% on a notional amount of $45 million and 4.37% on a
notional amount of $30 million (matured in January 2003). If, at any time, the
swaps are determined to be ineffective, in whole or in part, due to changes in
the interest rate swap agreements, the fair value of the portion of the interest
rate swap determined to be ineffective will be recognized as gain or loss in the
statement of operations for the applicable period.
NOTE 9. COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss), net of income tax expense is as follows:
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- -------------------------------
2003 2002 2003 2002
---- ---- ---- ----
(in thousands)
Net income (loss) as reported $ 3,867 $ 5,461 $2,912 $(15,129)
Foreign currency translation adjustments 3,276 1,912 3,733 1,706
Change in fair value of interest rate swap
agreements 289 (488) 613 498
------------ ------------ -------------- ------------
Total comprehensive income (loss),
net of taxes $ 7,432 $ 6,885 $7,258 $(12,925)
============ ============ ============== ============
NOTE 10. STOCK BASED COMPENSATION PLAN
Under Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation ("Statement No. 123"), we account for stock-based
compensation using the intrinsic value method in accordance with APB Opinion No.
25, Accounting for Stock Issued to Employees, and related interpretations. Stock
options granted during the three months and six months ended June 30, 2003 and
2002 were exercisable at prices equal to the fair market value of our common
stock on the dates the options were granted; therefore, no compensation cost has
been recognized for the stock options granted.
If we accounted for stock-based compensation using the fair value method of
Statement No. 123, as amended by Statement No. 148, the effect on net income
(loss) and basic and diluted earnings (loss) per share would have been as
follows:
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------- -----------------------------
2003 2002 2003 2002
---- ---- ---- ----
(in thousands, except per share amounts)
Net income (loss), as reported $ 3,867 $ 5,461 $ 2,912 $ (15,129)
Less: Total stock-based employee compensation
expense determined
under fair value method for all awards, net
of related tax effects (34) (59) (68) (118)
--------------- ------------- ---------- -------------
Pro forma net income (loss) $ 3,833 $ 5,402 $ 2,844 $ (15,247)
=============== ============= ========== =============
Income (loss) per share:
Basic - as reported $ 0.31 $ 0.46 $ 0.24 $ (1.27)
=============== ============= ========== =============
Basic - pro forma $ 0.31 $ 0.45 $ 0.23 $ (1.28)
=============== ============= ========== =============
Diluted - as reported $ 0.31 $ 0.43 $ 0.24 $ (1.26)
=============== ============= ========== =============
Diluted - pro forma $ 0.31 $ 0.43 $ 0.23 $ (1.27)
=============== ============= ========== =============
13
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
At June 30, 2003, in aggregate 1,262,774 shares of authorized but unissued
common stock were reserved for issuance under our stock option plans.
NOTE 11. EARNINGS (LOSS) PER SHARE
Following are reconciliations of the earnings (loss) available to common
stockholders and the shares used in calculating basic and dilutive net earnings
(loss) per common share:
Three Months Ended Six Months Ended
June 30, June 30,
(Unaudited) (Unaudited)
----------------------------------- --------------------------------
2003 2002 2003 2002
---- ---- ---- ----
(in thousands, except per share amounts)
Earnings from continuing operations $ 4,300 $ 6,267 $ 3,693 $ 4,346
Loss from discontinued operations (433) (806) (781) (1,125)
Cumulative effect of
accounting change - - - (18,350)
---------------- --------------- -------------- ---------------
Earnings available to common
stockholders 3,867 5,461 2,912 (15,129)
Effect of convertible debentures 911 911 - -
---------------- --------------- -------------- ---------------
Net income (loss) available to
common stockholders $ 4,778 $ 6,372 $ 2,912 $ (15,129)
================ =============== ============== ===============
Weighted average common shares
outstanding - basic 12,493,796 11,918,439 12,234,764 11,873,288
Effect of convertible debentures 2,796,120 2,796,120 - -
Dilutive effect of stock options 44,309 125,801 71,143 111,647
-------------- ---------------
---------------- ---------------
Weighted average common shares
outstanding - diluted 15,334,225 14,840,360 12,305,907 11,984,935
================ =============== ============== ===============
The average shares listed below were not included in the computation of diluted
earnings (loss) per share because to do so would have been anti-dilutive for the
periods presented.
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------------- ----------------------------------
2003 2002 2003 2002
---- ---- ---- ----
Stock options 885,408 566,574 878,408 566,574
Convertible debentures - - 2,796,120 2,796,120
================ ============= ============== ================
NOTE 12. EMPLOYEE BENEFITS
In fiscal 2000, we created an employee benefits trust to which we contributed
750,000 shares of treasury stock. We are authorized to instruct the trustees to
distribute such shares toward the satisfaction of our 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 2003, we committed 75,000 shares to be released leaving
525,000 shares remaining in the trust.
14
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 13. INDUSTRY SEGMENTS
Our three reportable operating segments are Engine Management, Temperature
Control and Europe.
Three Months Ended June 30,
-------------------------------------------------------------------------------
2003 2002
----------------------------------------- -------------------------------------
OPERATING INCOME OPERATING INCOME
NET SALES (LOSS) NET SALES (LOSS)
(in thousands)
Engine Management $ 76,265 $ 9,601 $ 82,975 $ 13,132
Temperature Control 76,216 4,217 86,099 3,935
Europe 11,413 (322) 10,164 111
All Other 2,231 (2,956) 1,391 (4,797)
----------------- ---------------- -------------- -------------------
Consolidated $ 166,125 $ 10,540 $ 180,629 $ 12,381
================= ================ ============== ===================
Six Months Ended June 30,
-------------------------------------------------------------------------------
2003 2002
----------------------------------------- -------------------------------------
OPERATING INCOME OPERATING INCOME
NET SALES (LOSS) NET SALES (LOSS)
(in thousands)
Engine Management $ 155,071 $ 19,253 $150,954 $ 20,272
Temperature Control 121,978 2,024 135,424 1,787
Europe 21,953 (808) 18,266 328
All Other 2,848 (7,601) 2,306 (9,899)
----------------- ---------------- -------------- -------------------
Consolidated $ 301,850 $ 12,868 $306,950 $ 12,488
================= ================ ============== ===================
All other consists of items pertaining to Canadian operations and the corporate
headquarters function, which do not meet the criteria of a reportable operating
segment.
The carrying value of goodwill for our segments as of June 30, 2003 are as
follows:
(in thousands)
Engine Management $ 73,674
Temperature Control 4,822
Europe 1,371
-------------------
Goodwill, net $ 79,867
===================
NOTE 14. COMMITMENTS AND CONTINGENCIES
On January 28, 2000, a former significant customer of ours, which is currently
undergoing a Chapter 7 liquidation in U.S. Bankruptcy Court, filed claims
against a number of its former suppliers, including us. The claim against us
alleged $0.5 million of preferential payments in the 90 days prior to the
related Chapter 11 bankruptcy petition. The claim pertaining to the preferential
payments was settled for an immaterial amount during the second quarter of 2002.
In addition, this former customer seeks $9.4 million from us 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. We have purchased insurance with respect to the actions. On August
22, 2002, the court dismissed the antitrust claims. On July 8, 2003, the
remaining claims were settled without any material financial effect on our
business, financial condition or results of operations.
15
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
In 1986, we acquired a brake business, which we subsequently sold in March 1998
and which is accounted for as a discontinued operation in the accompanying
consolidated financial statements. When we originally acquired this brake
business, we assumed future liabilities relating to any alleged exposure to
asbestos-containing products manufactured by the seller of the acquired brake
business. In accordance with the related purchase agreement, we agreed to assume
the liabilities for all new claims filed on or after September 1, 2001. Our
ultimate exposure to us will depend upon the number of claims filed against us
on or after September 1, 2001 and the amounts paid for indemnity and defense
thereof. At December 31, 2001, approximately 100 cases were outstanding for
which we were responsible for any related liabilities. At December 31, 2002, the
number of cases outstanding for which we were responsible for related
liabilities increased to approximately 2,500, which include approximately 1,600
cases filed in December 2002 in Mississippi. We believe that these Mississippi
cases filed against us in December 2002 were due in large part to potential
plaintiffs accelerating the filing of their claims prior to the effective date
of Mississippi's tort reform statue in January 2003, which statute eliminated
the ability of plaintiffs to file consolidated cases. At June 30, 2003,
approximately 2,900 cases were outstanding for which we were responsible for any
related liabilities. To date, the amounts paid for settled claims have been
immaterial. We do not have insurance coverage for the defense and indemnity
costs associated with these claims.
In evaluating our potential asbestos-related liability, we have considered
various factors including, among other things, an actuarial study performed by a
leading actuarial firm with expertise in assessing asbestos-related liabilities,
our settlement amounts and whether there are any co-defendants, the jurisdiction
in which lawsuits are filed, and the status and results of settlement
discussions. Actuarial consultants with experience in assessing asbestos-related
liabilities completed a study in September 2002 to estimate our potential claim
liability. The methodology used to project asbestos-related liabilities and
costs in the study considered: (1) historical data available from publicly
available studies; (2) an analysis of our recent claims history to estimate
likely filing rates for the remainder of 2002 through 2052; (3) an analysis of
our currently pending claims; and (4) an analysis of our settlements to date in
order to develop average settlement values. Based upon all the information
considered by the actuarial firm, the actuarial study estimated an undiscounted
liability for settlement payments, excluding legal costs, ranging from $27.3
million to $58 million for the period through 2052.
Accordingly, based on the information contained in the actuarial study and all
other available information considered by us, we recorded an after tax charge of
$16.9 million as a loss from discontinued operation during the third quarter of
2002 to reflect such liability, excluding legal costs. We concluded that no
amount within the range of settlement payments was more likely than any other
and, therefore, recorded the low end of the range as the liability associated
with future settlement payments through 2052 in our consolidated financial
statements, in accordance with generally accepted accounting principles. We plan
on performing a similar annual actuarial analysis during the third quarter of
each year for the foreseeable future. Given the uncertainties associated with
projecting such matters into the future, the short period of time that we have
been responsible for defending these claims, and other factors outside our
control, we can give no assurance that additional provisions will not be
required. Management will continue to monitor the circumstances surrounding
these potential liabilities in determining whether additional provisions may be
necessary. At the present time, however, we do not believe that any additional
provisions would be reasonably likely to have a material adverse effect on our
liquidity or consolidated financial position.
We are involved in various other litigation and product liability matters
arising in the ordinary course of business. Although the final outcome of any
asbestos-related matters or any other litigation or product liability matter
cannot be determined, based on our understanding and evaluation of the relevant
facts and circumstances, it is our opinion that the final outcome of these
matters will not have a material adverse effect on our business, financial
condition or results of operations.
16
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
We generally warrant our products against certain manufacturing and other
defects. These product warranties are provided for specific periods of time of
the product depending on the nature of the product. As of June 30, 2003 and
2002, we have accrued $15.5 million and $17.6 million, respectively, for
estimated product warranty claims. The accrued product warranty costs are based
primarily on historical experience of actual warranty claims. Warranty claims
expense for the three months ended June 30, 2003 and 2002, were $13.5 million
and $15.1 million, respectively, and $23.6 million and $26.7 million for the six
months ended June 30, 2003 and 2002, respectively.
The following table provides the changes in our product warranties:
(in thousands)
Balance at January 1, 2003 $ 10,360
Liabilities accrued for current year sales 23,639
Settlements of warranty claims (18,454)
-----------------
Balance at June 30, 2003 $ 15,545
=================
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THIS REPORT ON FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING
STATEMENTS IN THIS REPORT ARE INDICATED BY WORDS SUCH AS "ANTICIPATES,"
"EXPECTS," "BELIEVES," "INTENDS," "PLANS," "ESTIMATES," "PROJECTS" AND SIMILAR
EXPRESSIONS. THESE STATEMENTS REPRESENT OUR EXPECTATIONS BASED ON CURRENT
INFORMATION AND ASSUMPTIONS. FORWARD-LOOKING STATEMENTS ARE INHERENTLY SUBJECT
TO RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE WHICH ARE ANTICIPATED OR PROJECTED AS A RESULT OF CERTAIN RISKS AND
UNCERTAINTIES, INCLUDING, BUT NOT LIMITED TO A NUMBER OF FACTORS, SUCH AS
ECONOMIC AND MARKET CONDITIONS; THE PERFORMANCE OF THE AFTERMARKET SECTOR;
CHANGES IN BUSINESS RELATIONSHIPS WITH OUR MAJOR CUSTOMERS AND IN THE TIMING,
SIZE AND CONTINUATION OF OUR CUSTOMERS' PROGRAMS; THE ABILITY OF OUR CUSTOMERS
TO ACHIEVE THEIR PROJECTED SALES; COMPETITIVE PRODUCT AND PRICING PRESSURES;
INCREASES IN PRODUCTION OR MATERIAL COSTS THAT CANNOT BE RECOUPED IN PRODUCT
PRICING; SUCCESSFUL INTEGRATION OF ACQUIRED BUSINESSES; PRODUCT LIABILITY
(INCLUDING, WITHOUT LIMITATION, THOSE RELATED TO ESTIMATES TO ASBESTOS-RELATED
CONTINGENT LIABILITIES) MATTERS; AS WELL AS OTHER RISKS AND UNCERTAINTIES, SUCH
AS THOSE DESCRIBED UNDER QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK AND THOSE DETAILED HEREIN AND FROM TIME TO TIME IN OUR FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION. THOSE FORWARD-LOOKING STATEMENTS ARE MADE
ONLY AS OF THE DATE HEREOF, AND WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE
THE FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE. THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH
THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES
THERETO, INCLUDED ELSEWHERE IN THIS FORM 10-Q.
BUSINESS OVERVIEW
Standard Motor Products, Inc. (referred to hereinafter as "we," "us," and "our")
is a leading independent manufacturer and distributor of replacement parts for
motor vehicles in the automotive aftermarket industry. We are organized into two
major operating segments, each of which focuses on a specific segment of
replacement parts. Our Engine Management Segment manufactures ignition and
emission parts, on-board computers, ignition wires, battery cables and fuel
system parts. Our Temperature Control Segment manufactures and remanufactures
air conditioning compressors, and other air conditioning and heating parts. We
sell our products primarily in the United States, Canada and Latin America. We
also sell our products in Europe through our European Segment. We distribute our
products through a variety of distribution channels, including wholesale
distributors, retail chains, service chains and original equipment dealers.
ACQUISITION. On June 30, 2003, we completed the acquisition of substantially all
of the assets and assumed substantially all of the operating liabilities of Dana
Corporation's Engine Management Group ("Dana's EMG Business"). Dana's EMG
Business was a leading manufacturer of aftermarket parts in the automotive
industry focusing exclusively on engine management. Dana's EMG Business
customers consist of many of the leading warehouse distributors, such as NAPA
Auto Parts, as well as many of the leading auto parts retail chains, such as CSK
Auto, O'Reilly Automotive and Pep Boys. Dana's EMG Business products enjoy
strong brand recognition with its many leading automotive product names,
including Echlin, Borg Warner and Niehoff, as well as with private labels
through NAPA Auto Parts. Dana's EMG Business currently includes nine operating
facilities employing approximately 1,900 people. We intend to integrate Dana's
EMG Business into our existing Engine Management Segment within 18 months of the
closing of the acquisition as discussed more fully in Note 4 of Notes to
Consolidated Financial Statements.
Under the terms of the acquisition, we paid Dana Corporation $91.3 million in
cash, an unsecured subordinated promissory note of $15.1 million, and issued to
Dana Corporation 1,378,760 shares of our common stock valued at $15.1 million.
We also incurred an estimated $8.1 million in transaction costs. In aggregate,
approximately $129.6 million was incurred in connection with the acquisition.
18
In connection with the acquisition of Dana's EMG Business, we completed a public
equity offering of 5,750,000 shares of our common stock for gross proceeds of
approximately $60.4 million. The net proceeds from this equity offering were
used to repay a portion of our outstanding indebtedness under our revolving
credit facility with General Electric Capital Corporation, as agent. On June 30,
2003, we also completed an amendment to our revolving credit facility, which
increased the amount available under the credit facility by $80 million, to $305
million as discussed more fully in Note 7 of Notes to Consolidated Financial
Statements. We then financed the cash portion of the acquisition purchase price
and the costs associated with the acquisition by borrowing from our amended
credit facility.
SEASONALITY. Historically, our operating results have fluctuated by quarter,
with the greatest sales occurring in the second and third quarters of the year
and revenues generally being recognized at the time of shipment. It is in these
quarters that demand for our products is typically the highest, specifically in
the Temperature Control Segment of our business. In addition to this
seasonality, the demand for our Temperature Control products during the second
and third quarters of the year may vary significantly with the summer weather.
For example, a cool summer may lessen the demand for our Temperature Control
products, while a hot summer may increase such demand. As a result of this
seasonality and variability in demand of our Temperature Control products, our
working capital requirements 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 have yet to be received.
During this period, our working capital requirements are typically funded by
borrowing from our revolving credit facility.
The seasonality of our business offers significant operational challenges in our
manufacturing and distribution functions. To limit these challenges and to
provide a rapid turnaround time of customer orders, we traditionally offer a
pre-season selling program, known as our "Spring Promotion", in which customers
are offered a choice of a price discount or longer payment terms.
INVENTORY MANAGEMENT. We instituted an aggressive inventory reduction campaign
initiated in 2001. We targeted a minimum $30 million inventory reduction in
2001, but exceeded our goal by reducing inventory by $57 million that year.
Importantly, while reducing inventory levels, we maintained customer service
fill rate levels of approximately 93%. In 2002, we further reduced inventory by
additional $8 million.
We face inventory management issues as a result of warranty and overstock
returns. Many of our products carry a warranty ranging from a 90-day limited
warranty to a lifetime limited warranty, which generally covers defects in
materials or workmanship and failure to meet industry published specifications.
In addition to warranty returns, we also permit our customers to return products
to us within customer-specific limits in the event that they have overstocked
their inventories. In particular, the seasonality of our Temperature Control
Segment requires that we increase our inventory during the winter season in
preparation of the summer selling season and customers purchasing such inventory
have the right to make returns.
In order to better control warranty and overstock return levels, beginning in
2000, we tightened the rules for authorized warranty returns, placed further
restrictions on the amounts customers can return and instituted a program so
that our management can better estimate potential future product returns. In
addition, with respect to our air conditioning compressors, our most significant
customer product warranty returns, we established procedures whereby a warranty
will be voided if a customer does not follow a twelve step warranty return
process.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES. During the first six months of 2003, cash used in
operations amounted to $44.7 million, compared to $26.3 million in the same
period of 2002. The increase is primarily attributable to increased levels of
inventories, payments in accounts payable and reductions in accrued expenses and
other liabilities. This increase was partially offset by lower increases in
accounts receivable.
19
INVESTING ACTIVITIES. Cash used in investing activities was $133.1 million in
the first six months of 2003, compared to $21.5 million in the same period of
2002. The increase is primarily due to the acquisition of Dana's EMG Business as
discussed more fully in Note 4 of Notes to Consolidated Financial Statements.
FINANCING ACTIVITIES. Cash provided by financing activities was $172.3 million
in the first six months of 2003, compared to $43.1 million in the same period of
2002. The increase is primarily due to increased borrowings under our revolving
credit facility and issuance of our common stock, both used to finance the
acquisition of Dana's EMG Business.
Effective April 27, 2001, we entered into an agreement with General Electric
Capital Corporation, as agent, and a syndicate of lenders for a secured
revolving credit facility. The term of the credit agreement was for a period of
five years and provided for a line of credit up to $225 million.
On June 30, 2003 we completed an amendment to our revolving credit facility to
provide for an additional $80 million commitment, in connection with our
acquisition of Dana's EMG Business. This additional commitment increases the
total amount available for borrowing under our revolving credit facility to $305
million from $225 million, which now expires in 2008. Availability under our
revolving credit facility is based on a formula of eligible accounts receivable,
eligible inventory and eligible fixed assets, and includes the purchased assets
of Dana's EMG Business. We expect such availability under the revolving credit
facility, following the initial draw down at the acquisition closing, to be
sufficient to meet our ongoing operating and integration costs.
Direct borrowings under our revolving credit facility bear interest at the prime
rate plus the applicable margin (as defined) or the LIBOR rate plus the
applicable margin (as defined), at our option. Borrowings are collateralized by
substantially all of our assets, including accounts receivable, inventory and
fixed assets, and those of our domestic and Canadian subsidiaries. Our revolving
credit facility prior to the acquisition provided for certain financial
covenants limiting our capital expenditures and requiring us to maintain a
certain tangible net worth at the end of each fiscal quarter. Following our
acquisition of Dana's EMG Business, the terms of our revolving credit facility
provide for, among other provisions, new financial covenants requiring us, on a
consolidated basis, (1) to maintain specified levels of EBITDA at the end of
each fiscal quarter through December 31, 2004, (2) commencing September 30,
2004, to maintain specified levels of fixed charge coverage at the end of each
fiscal quarter (rolling twelve months) through 2007, and (3) to limit capital
expenditure levels for each fiscal year through 2007.
In addition, in order to facilitate the aggregate financing of the acquisition,
we completed a public equity offering of 5,750,000 shares of our common stock
for net proceeds of approximately $56.8 million and issued to Dana Corporation
1,378,760 shares of our common stock valued at approximately $15.1 million.
In connection with our acquisition of Dana's EMG Business, we issued to Dana
Corporation an unsecured subordinated promissory note in the aggregate principal
amount of approximately $15.1 million. The promissory note bears an interest
rate of 9% per annum for the first year, with such interest rate increasing by
one-half of a percentage point (0.5%) on each anniversary of the date of
issuance. Accrued and unpaid interest is due quarterly under the promissory
note. The maturity date of the promissory note is five and a half years from the
date of issuance. The promissory note may be prepaid in whole or in part at any
time without penalty.
On June 27, 2003, we borrowed $10 million under a mortgage loan agreement. The
loan is payable in monthly installments. The loan bears interest at a fixed rate
of 5.50% maturing in July 2018. The mortgage loan is secured by a building and
related property.
Our profitability and working capital requirements have become more seasonal
with the 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. We anticipate
that our present sources of funds will continue to be adequate to meet our near
term needs.
20
In July 2001, we entered into interest rate swap agreements to manage our
exposure to interest rate changes. The swaps effectively convert a portion of
our variable rate debt under the revolving credit facility to a fixed rate,
without exchanging the notional principal amounts. At December 31, 2002, we had
two outstanding interest rate swap agreements (in an aggregate notional
principal amount of $75 million), one of which matured in January 2003 and one
of which is scheduled to mature in January 2004. Under these agreements, we
receive a floating rate based on the LIBOR interest rate, and pay a fixed rate
of 4.92% on a notional amount of $45 million and 4.37% on a notional amount of
$30 million (matured in January 2003). If, at any time, the swaps are determined
to be ineffective, in whole or in part, due to changes in the interest rate swap
agreements, the fair value of the portion of the interest rate swap determined
to be ineffective will be recognized as gain or loss in the statement of
operations for the applicable period.
On July 26, 1999, we issued our convertible debentures, payable semi-annually,
in the aggregate principal amount of $90 million. The debentures are convertible
into 2,796,120 shares of our common stock, and mature on July 15, 2009. The
proceeds from the sale of the debentures were used to prepay an 8.6% senior
note, reduce short term bank borrowings and repurchase a portion of our common
stock.
During the years 1998 through 2000, the Board of Directors authorized multiple
repurchase programs under which we could repurchase shares of our common stock.
During such years, $26.7 million (in the aggregate) of common stock has been
repurchased to meet present and future requirements of our stock option programs
and to fund our ESOP. As of June 30, 2003, we have Board authorization to
repurchase additional shares at a maximum cost of $1.7 million. During the first
six months of 2003 and 2002, we did not repurchase any shares of our common
stock.
The following is a summary of our contractual commitments associated with our
debt and lease obligations, inclusive of our acquisition of Dana's EMG Business,
as of June 30, 2003:
-------------------------------------------------------------
(IN THOUSANDS) 2003 2004 2005 2006 2007 THEREAFTER TOTAL
--------- -------- -------- --------- -------- ------------ ----------
Principal payments of long
term debt ..................... $ 1,249 $3,265 $581 $610 $632 $270,552 $276,889
Operating leases ............. 6,649 10,686 8,232 5,284 3,789 22,006 56,646
Interest rate swap agreements . - 1,086 - - - - 1,086
--------- -------- -------- --------- -------- ------------ ----------
Total commitments $7,898 $15,037 $8,813 $5,894 $4,421 $292,558 $334,621
========= ======== ======== ========= ======== ============ ==========
INTERIM RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED JUNE 30, 2003 TO THE THREE MONTHS ENDED
JUNE 30, 2002
SALES. Consolidated net sales in the second quarter of 2003 were $166.1 million,
a decrease of $14.5 million, or 8.0%, compared to $180.6 million in the second
quarter of 2002. Contributing to the sales decline was Engine Management and
Temperature Control, which accounted for $6.7 million and $9.9 million,
respectively. The decrease of net sales in Temperature Control was primarily due
to the loss of the AutoZone business, a retail customer, and the very cool and
wet weather conditions existing in the spring and early summer. AutoZone's
decision to move their Temperature Control business to other suppliers is
estimated to reduce our consolidated net sales by approximately $25 million in
2003 versus 2002. The decrease was partially offset by an increase of $1.2
million of net sales in our European Operation.
GROSS MARGINS. Overall gross margins for the second quarter reflected a slight
improvement to 26.4% from 26.0%. Cost cutting measures have been implemented to
mitigate lower production levels due to reduced net sales.
21
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased by $1.2 million to $33.3 million in the second
quarter of 2003, compared to $34.5 million in the second quarter of 2002. This
decrease was primarily due to lower distribution expenses on reduced sales
volume and cost reduction efforts in administrative expenses.
OPERATING INCOME. Operating income decreased by $1.9 million to $10.5 million in
the second quarter of 2003, compared to $12.4 million in the first quarter of
2002. This decrease was primarily due to the overall decrease in consolidated
net sales as discussed above.
OTHER INCOME (EXPENSE), NET. Other income, net, decreased primarily due to
unfavorable foreign exchange losses.
INTEREST EXPENSE. Interest expense decreased by $0.6 million in the second
quarter of 2003 compared to the same period in 2002, due to lower average
borrowings and lower interest rates.
INCOME TAX PROVISION. The effective tax rate for continuing operations was 41%
for the second quarter of 2003 and 28% for second quarter of 2002. The increase
was primarily due to a mix of lower earnings in our domestic and foreign
operations and operating losses in our European segment for which no income tax
benefit has been recorded. The 41% effective tax rate reflects our anticipated
effective tax rate for the balance of the year. However, significant changes in
the mix of earnings in our domestic or foreign operations and changes in
operating results in our European segment could have a significant impact on our
effective tax rate.
LOSS FROM DISCONTINUED OPERATION. Loss from discontinued operation reflects the
charges associated with asbestos, including legal expenses. We recorded $0.4
million and $0.8 million as a loss from discontinued operations for the quarters
ended June 30, 2003 and 2002, respectively. As discussed in Note 14 of the notes
to the consolidated financial statements, we are responsible for certain future
liabilities relating to alleged exposure to asbestos containing products. Based
on the information contained in the September 2002 actuarial study, which
estimated an undiscounted liability for settlement payments ranging from $27.3
million to $58 million, and all other available information considered by us,
and as further set forth in such Note 14, we recorded an after tax charge of
$16.9 million as a loss from discontinued operation during the third quarter of
2002 to reflect such liability, excluding legal costs. We concluded that no
amount within the range of settlement payments was more likely than any other
and, therefore, recorded the low end of the range as the liability associated
with future settlement payments through 2052 in our consolidated financial
statements, in accordance with generally accepted accounting principles.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 2003 TO THE SIX MONTHS ENDED
JUNE 30, 2002
SALES. On a consolidated basis, net sales for the six months ended June 30, 2003
were $301.9 million, a decrease of $5.1 million, or 1.7%, compared to $307
million in the same period of 2002. Engine Management net sales were ahead $4.1
million in the first half of 2003 compared to the same period in 2002. The
Temperature Control net sales decrease of $13.4 million was primarily due to the
loss of business with AutoZone and the very cool and wet weather conditions
existing in the spring and early summer.
GROSS MARGINS. Gross margins, as a percentage of consolidated net sales,
increased slightly by 0.6 percentage points to 26.0% for the six months ended
June 30, 2003 from 25.4% in the same period of 2002. The loss in business in
Temperature Control noted above has negatively effected our overhead absorption
with decreased volumes. However, cost cutting measures have been implemented to
mitigate such loss, at the operating earnings level.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased to $65.5 million for the six months ended June
30, 2003, compared to $65.6 million in the same period of 2002. The decrease is
attributable to the decline in net sales offset by increases to insurance and
employee benefit costs.
22
GOODWILL. Effective January 1, 2002, we adopted the provisions of Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets
("SFAS No. 142"). In accordance with SFAS No. 142, goodwill is no longer
amortized, but instead, is subject to an annual review for potential impairment.
Using the discounted cash flows method, based on our weighted average cost of
capital and market multiples, we reviewed the fair values of each of our
reporting units. The decline in economic and market conditions, higher
integration costs than anticipated and the general softness in the automotive
aftermarket caused a decrease in the fair values of certain of our reporting
units. As a result, we recorded an impairment loss on goodwill as a cumulative
effect of accounting change of $18.3 million, net of tax, or $1.55 per diluted
share during the first quarter of 2002. The impairment loss relates to goodwill
pertaining to certain of our reporting units within our European Operations and
within our Temperature Control Segment and we recorded a charge of $10.9 million
related to our European Operation and $7.4 million related to our Temperature
Control Segment.
OPERATING INCOME. Operating income increased by $0.4 million for the six months
ended June 30, 2003, compared to the same period in 2002, primarily due to our
continued cost reduction activities.
OTHER INCOME (EXPENSE), NET. Other income, net, decreased primarily due to
unfavorable foreign exchange losses and lower income from joint ventures.
INTEREST EXPENSE. Interest expense decreased by $1.1 million for the six months
ended June 30, 2003 compared to the same period in 2002, due to lower average
borrowings and lower interest rates.
INCOME TAX PROVISION. The effective tax rate for continuing operations was 41%
for the first six months of 2003 and 27% for the first six months of 2002. The
increase was primarily due to a mix of lower earnings in our domestic and
foreign operations and operating losses in our European segment for which no
income tax benefit has being recorded. The 41% current effective tax rate
reflects our anticipated effective tax rate for the balance of the year.
However, significant changes in the mix of earnings in our domestic or foreign
operations and changes in operating results in our European segment could have a
significant impact on our effective tax rate.
LOSS FROM DISCONTINUED OPERATION. Loss from discontinued operation reflects the
charges associated with asbestos, including legal expenses. We recorded $0.8
million and $1.1 million as a loss from discontinued operations for the six
months ended June 30, 2003 and 2002, respectively. As discussed in Note 14 of
the notes to the consolidated financial statements, we are responsible for
certain future liabilities relating to alleged exposure to asbestos containing
products. Based on the information contained in the September 2002 actuarial
study, which estimated an undiscounted liability for settlement payments ranging
from $27.3 million to $58 million, and all other available information
considered by us, and as further set forth in such Note 14, we recorded an after
tax charge of $16.9 million as a loss from discontinued operation during the
third quarter of 2002 to reflect such liability, excluding legal costs. We
concluded that no amount within the range of settlement payments was more likely
than any other and, therefore, recorded the low end of the range as the
liability associated with future settlement payments through 2052 in our
consolidated financial statements, in accordance with generally accepted
accounting principles.
CRITICAL ACCOUNTING POLICIES
We have identified the policies below as critical to our business operations and
the understanding of our results of operations. The impact and any associated
risks related to these policies on our business operations is discussed
throughout "Management's Discussion and Analysis of Financial Condition and
Results of Operations," where such policies affect our reported and expected
financial results. For a detailed discussion on the application of these and
other accounting policies, see Note 1 in the Notes to the Consolidated Financial
Statements of our Annual Report on Form 10-K for the year ended December 31,
2002. Note that our preparation of this Quarterly Report on Form 10-Q requires
us to make estimates and assumptions that affect the reported amount of assets
and liabilities, disclosure of contingent assets and liabilities at the date of
our consolidated financial statements, and the reported amounts of revenue and
expenses during the reporting period. There can be no assurance that actual
results will not differ from those estimates.
23
REVENUE RECOGNITION. We derive our revenue primarily from sales of replacement
parts for motor vehicles, from both our Engine Management and Temperature
Control Segments. We recognize revenue from product sales upon shipment to
customers. As described below, significant management judgments and estimates
must be made and used in connection with the revenue recognized in any
accounting period.
INVENTORY VALUATION. Inventories are valued at the lower of cost or market. Cost
is generally determined on the first-in, first-out basis. Where appropriate,
standard cost systems are utilized for purposes of determining cost; the
standards are adjusted as necessary to ensure they approximate actual costs.
Estimates of lower of cost or market value of inventory are determined at the
reporting unit level and are based upon the inventory at that location taken as
a whole. These estimates are based upon current economic conditions, historical
sales quantities and patterns and, in some cases, the specific risk of loss on
specifically identified inventories.
We also evaluate inventories on a regular basis to identify inventory on hand
that may be obsolete or in excess of current and future projected market demand.
For inventory deemed to be obsolete, we provide a reserve on the full value of
the inventory. Inventory that is in excess of current and projected use is
reduced by an allowance to a level that approximates our estimate of future
demand.
SALES RETURNS AND OTHER ALLOWANCES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS. The
preparation of financial statements requires our management to make estimates
and assumptions that affect the reported amount of assets and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period.
Specifically, our management must make estimates of potential future product
returns related to current period product revenue. Management analyzes
historical returns, current economic trends, and changes in customer demand when
evaluating the adequacy of the sales returns and other allowances. Significant
management judgments and estimates must be made and used in connection with
establishing the sales returns and other allowances in any accounting period. At
June 30, 2003, the allowance for sales returns totaled $35.6 million. Similarly,
our management must make estimates of the uncollectability of our accounts
receivables. Management specifically analyzes accounts receivable and analyzes
historical bad debts, customer concentrations, customer credit-worthiness,
current economic trends and changes in our customer payment terms when
evaluating the adequacy of the allowance for doubtful accounts. At June 30,
2003, the allowance for doubtful accounts and for discounts totaled $9.3
million.
ACCOUNTING FOR INCOME TAXES. As part of the process of preparing our
consolidated financial statements, we are required to estimate our income taxes
in each of the jurisdictions in which we operate. This process involves
estimating our actual current tax exposure together with assessing temporary
differences resulting from differing treatment of items for tax and accounting
purposes. These differences result in deferred tax assets and liabilities, which
are included within our consolidated balance sheet. We must then assess the
likelihood that our deferred tax assets will be recovered from future taxable
income, and to the extent we believe that recovery is not likely, we must
establish a valuation allowance. To the extent we establish a valuation
allowance or increase this allowance in a period, we must include an expense
within the tax provision in the statement of operations.
Significant management judgment is required in determining our provision for
income taxes, our deferred tax assets and liabilities and any valuation
allowance recorded against our net deferred tax assets. At June 30, 2003, we had
a valuation allowance of approximately $22 million, due to uncertainties related
to our ability to utilize some of our deferred tax assets. The valuation
allowance is based on our estimates of taxable income by jurisdiction in which
we operate and the period over which our deferred tax assets will be
recoverable.
24
In the event that actual results differ from these estimates, or we adjust these
estimates in future periods, we may need to establish an additional valuation
allowance which could materially impact our business, financial condition and
results of operations.
VALUATION OF LONG-LIVED AND INTANGIBLE ASSETS AND GOODWILL. We assess the
impairment of identifiable intangibles and long-lived assets whenever events or
changes in circumstances indicate that the carrying value may not be
recoverable. Factors we consider important, which could trigger an impairment
review, include the following: significant underperformance relative to expected
historical or projected future operating results; significant changes in the
manner of our use of the acquired assets or the strategy for our overall
business; and significant negative industry or economic trends. With respect to
goodwill, if necessary, we will test for potential impairment in the fourth
quarter of each year as part of our annual budgeting process. We review the fair
values of each of our reporting units using the discounted cash flows method and
market multiples.
RETIREMENT AND POSTRETIREMENT MEDICAL BENEFITS. Each year we calculate the costs
of providing retiree benefits under the provisions of SFAS 87 and SFAS 106. The
key assumptions used in making these calculations are disclosed in Notes 12 and
13 of our Annual Report on Form 10-K for the year ended December 31, 2002. The
most significant of these assumptions are the discount rate used to value the
future obligation, expected return on plan assets and health care cost trend
rates. We select discount rates commensurate with current market interest rates
on high-quality, fixed rate debt securities. The expected return on assets is
based on our current review of the long-term returns on assets held by the
plans, which is influenced by historical averages. The medical cost trend rate
is based on our actual medical claims and future projections of medical cost
trends.
ASBESTOS RESERVE. We are responsible for certain future liabilities relating to
alleged exposure to asbestos-containing products. A September 2002 actuarial
study estimated a liability for settlement payments ranging from $27.3 million
to $58 million. We concluded that no amount within the range of settlement
payments was more likely than any other and, therefore, recorded the low end of
the range as the liability associated with future settlement payments through
2052 in our consolidated financial statements, in accordance with generally
accepted accounting principles. We plan on performing a similar annual actuarial
analysis during the third quarter of each year for the foreseeable future. Based
on this analysis and all other available information, we will reassess the
recorded liability, and if deemed necessary, record an adjustment to the
reserve, which will be reflected as a loss or gain from discontinued operations.
Legal expenses associated with asbestos-related matters are expensed as incurred
and recorded as a loss from discontinued operations in the statement of
operations.
OTHER LOSS RESERVES. We have numerous other loss exposures, such as
environmental claims, product liability and litigation. Establishing loss
reserves for these matters requires the use of estimates and judgment of risk
exposure and ultimate liability. We estimate losses using consistent and
appropriate methods; however, changes to our assumptions could materially affect
our recorded liabilities for loss.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
No. 143, Accounting for Asset Retirement Obligations ("Statement No. 143"),
which addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and the associated asset
retirement costs. Statement No. 143 applies to legal obligations associated with
the retirement of long-lived assets that result from the acquisition,
construction, development and/or normal use of the asset. Statement No. 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. The fair value of the liability is added to the carrying
amount of the associated asset and this additional carrying amount is
depreciated over the life of the asset. The liability is accreted at the end of
each period through charges to operating expense. If the obligation is settled
for other than the carrying amount of the liability, we will recognize a gain or
loss on settlement. Effective January 1, 2003, we adopted Statement No. 143,
which did not have a material effect on our consolidated financial statements.
25
RESCISSION OF FASB STATEMENTS
In April 2002, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13 and Technical Corrections ("Statement No. 145"). Statement
No. 145 eliminates the automatic classification of gain or loss on
extinguishment of debt as an extraordinary item of income and requires that such
gain or loss be evaluated for extraordinary classification under the criteria of
Accounting Principles Board ("APB") No. 30, Reporting Results of Operations
("APB No. 30"). Statement No. 145 also requires sales-leaseback accounting for
lease modifications that have economic effects that are similar to
sales-leaseback transactions, and makes various other technical corrections to
existing pronouncements. Effective January 1, 2003, we adopted Statement No.
145, which did not have a material effect on our consolidated financial
statements, however, Statement No. 145 will require prior periods to be
reclassified for any loss on extinguishment of debt not meeting the criteria of
APB No. 30.
ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT AND DISPOSAL ACTIVITIES
In July 2002, the FASB issued Statement No. 146, Accounting for Costs Associates
with Exit or Disposal Activities ("Statement No. 146"). Statement No. 146, which
is effective prospectively for exit or disposal activities initiated after
December 31, 2002, applies to costs associated with an exit activity, including
restructurings, or with a disposal of long-lived assets. Those activities can
include eliminating or reducing product lines, terminating employees and
contracts and relocating plant facilities or personnel. Statement No. 146
requires that exit or disposal costs are recorded as an operating expense when
the liability is incurred and can be measured at fair value. Commitment to an
exit plan or a plan of disposal by itself will not meet the requirement for
recognizing a liability and the related expense under Statement No. 146. The
adoption of Statement No. 146 did not have a material effect on our consolidated
financial statements.
ACCOUNTING FOR AND DISCLOSURES OF GUARANTEES
In November 2002, the FASB issued interpretation No. 45, Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others ("Interpretation No. 45"). Interpretation No. 45
elaborates on the existing disclosure requirements for most guarantees,
including loan guarantees such as standby letters of credit. Interpretation No.
45 also clarifies that at the time a company issues a guarantee, the company
must recognize an initial liability for the fair market value of the obligations
it assumes under that guarantee and must disclose that information in its
interim and annual financial statements. The initial recognition and measurement
provisions of Interpretation No. 45 apply on a prospective basis to guarantees
issued or modified after December 31, 2002. The adoption of Interpretation No.
45 did not have a material effect on our consolidated financial statements. See
Note 14 of Notes to Consolidated Financial Statements for discussion of product
warranty claims.
ACCOUNTING FOR STOCK-BASED COMPENSATION
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure, an amendment of FASB Statement No. 123
("Statement No. 148"). Statement No. 148 amends FASB Statement No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value method of accounting for
stock-based employee compensation. In addition, Statement No. 148 amends the
disclosure requirements of Statement No. 123 to require prominent disclosures in
both annual and interim financial statements. Certain of the disclosure
modifications are required for fiscal years ending after December 15, 2002.
Effective January 1, 2003, we adopted Statement No. 148 and have provided the
disclosures required under Statement No. 148 in Note 10 of Notes to Consolidated
Financial Statements.
26
CONSOLIDATION OF VARIABLE INTEREST ENTITIES
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51 ("Interpretation No.
46"). Interpretation No. 46 addresses the consolidation by business enterprises
of variable interest entities as defined in Interpretation No. 46.
Interpretation No. 46 applies immediately to variable interests in variable
interest entities obtained after January 31, 2003. For public enterprises with a
variable interest in a variable interest entity created before February 1, 2003,
Interpretation No. 46 applies to that enterprises no later than the beginning of
the first interim or annual reporting period beginning after June 15, 2003.
Interpretation No. 46 requires certain disclosures in financial statements
issued after January 31, 2003. We currently are evaluating the impact of
Interpretation No. 46 on our consolidated financial statements and related
disclosures.
ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS
In May 2003, the FASB issued Statement No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity ("Statement No.
150"). Statement No. 150 requires issuers to classify as liabilities (or assets
in some circumstances) three classes of freestanding financial instruments that
embody obligations for the issuer. Generally, Statement No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, and is
otherwise effective at the beginning of the first interim period beginning after
June 15, 2003. Statement No. 150 is not expected to have a material adverse
effect on our consolidated financial statements.
27
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk, primarily related to foreign currency exchange
and interest rates. These exposures are actively monitored by management. We
have exchange rate exposure primarily with respect to the Canadian Dollar and
the British Pound. Our exposure to foreign exchange rate risk is due to certain
costs, revenues and borrowings being denominated in currencies other than a
subsidiary's functional currency. Similarly, we are exposed to market risk as
the result of changes in interest rates which may affect the cost of our
financing. It is our policy and practice to use derivative financial instruments
only to the extent necessary to manage exposures. We do not hold or issue
derivative financial instruments for trading or speculative purposes.
We manage our exposure to interest rate risk through the proportion of fixed
rate debt and variable rate debt in our debt portfolio. To manage a portion of
our exposure to interest rate changes, we entered into interest rate swap
agreements, see Note 8 of Notes to Consolidated Financial Statements. We invest
our excess cash in highly liquid short-term investments. Our percentage of
variable rate debt to total debt is 46% at December 31, 2002 and 57% at June 30,
2003.
Other than the aforementioned, there have been no significant changes to the
information presented in Item 7A (Market Risk) of our Annual Report on Form 10-K
for the year ended December 31, 2002.
ITEM 4. CONTROLS AND PROCEDURES
(a) Under the supervision and with the participation of our management,
including our principal executive officer and principal financial
officer, we conducted an evaluation of our disclosure controls and
procedures, as such term is defined under Rule 13a-14(c) promulgated
under the Securities Exchange Act of 1934, within 90 days of the filing
date of this report. Based on their evaluation, our principal executive
officer and principal financial officer concluded that our disclosure
controls and procedures are effective.
(b) There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our
internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation referenced in
paragraph (a) above.
28
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On January 28, 2000, a former significant customer of ours which is currently
undergoing a Chapter 7 liquidation in U.S. Bankruptcy Court filed claims against
a number of its former suppliers, including us. The claim against us alleged
$0.5 million of preferential payments in the 90 days prior to the related
Chapter 11 bankruptcy petition. The claim pertaining to the preferential
payments was settled for an immaterial amount during the second quarter of 2002.
In addition, this former customer seeks $9.4 million from us 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. We have purchased insurance with respect to the actions. On August
22, 2002, the court dismissed the antitrust claims. On July 8, 2003 the
remaining claims were settled without any material financial effect on our
business, financial condition or results of operations.
In 1986, we acquired a brake business, which we subsequently sold in March 1998
and which is accounted for as a discontinued operation in the accompanying
consolidated financial statements. When we originally acquired this brake
business, we assumed future liabilities relating to any alleged exposure to
asbestos-containing products manufactured by the seller of the acquired brake
business. In accordance with the related purchase agreement, we agreed to assume
the liabilities for all new claims filed on or after September 1, 2001. Our
ultimate exposure will depend upon the number of claims filed against us on or
after September 1, 2001 and the amounts paid for indemnity and defense thereof.
At December 31, 2001, approximately 100 cases were outstanding for which we were
responsible for any related liabilities. At December 31, 2002, the number of
cases outstanding for which we were responsible for related liabilities
increased to approximately 2,500, which include approximately 1,600 cases filed
in December 2002 in Mississippi. We believe that these Mississippi cases filed
against us in December 2002 were due in large part to potential plaintiffs
accelerating the filing of their claims prior to the effective date of
Mississippi's tort reform statute in January 2003, which statute eliminated the
ability of plaintiffs to file consolidated cases. At June 30, 2003,
approximately 2,900 cases were outstanding for which we were responsible for any
related liabilities. To date, the amounts paid for settled claims have been
immaterial. We do not have insurance coverage for the defense and indemnity
costs associated with these claims. We recorded a liability associated with
future settlements through 2052 and recorded an after tax charge of $16.9
million as a loss from a discontinued operation during the third quarter of 2002
to reflect such liability.
We are involved in various other litigation and product liability matters
arising in the ordinary course of business. Although the final outcome of any
asbestos-related matters or any other litigation or product liability matter
cannot be determined, based on our understanding and evaluation of the relevant
facts and circumstances, it is our opinion that the final outcome of these
matters will not have a material adverse effect on our business, financial
condition or results of operations.
29
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) May 22, 2003 Annual Meeting
(b) Directors Elected -- Lawrence I. Sills
Arthur D. Davis
Susan F. Davis
William H. Turner
John L. Kelsey
Frederick D. Sturdivant
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 11,065,648 271,057
Arthur D. Davis 11,073,963 262,742
Susan F. Davis 11,291,205 45,500
William H. Turner 11,299,601 37,104
John L. Kelsey 11,299,605 37,100
Frederick D. Sturdivant 11,299,605 37,100
Marilyn F. Cragin 11,299,557 37,148
Arthur S. Sills 11,299,315 37,390
Peter J. Sills 11,299,605 37,100
Robert M. Gerrity 11,299,605 37,100
Kenneth A. Lehman 11,065,563 271,142
30
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT(S) DESCRIPTION
31.1 Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, furnished under
Exhibit 32 of Item 601 of Regulation S-K.
32.2 Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, furnished under
Exhibit 32 of Item 601 of Regulation S-K.
(b) REPORTS ON FORM 8-K
On April 28, 2003, we filed a current report on Form 8-K reporting under
Item 9 - Regulation FD Disclosure (Information furnished pursuant to
Item 12 - Results of Operations and Financial Condition) that Standard
Motor Products, Inc. issued a press release announcing its financial
results for the quarter ended March 31, 2003 and a quarterly dividend. A
copy of the press release was filed as an exhibit to such Form 8-K.
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)
(Date): August 14, 2003 /S/ JAMES J. BURKE
--------------------------------
Vice President Finance,
Chief Financial Officer
(Principal Financial and Accounting
Officer)
31