-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WNQFPlBHX/+oGHogEUDnoYX5Pc63+GfFRSs+E+4oqLOnV6teIzsuyUcLdS8VYCKI w1Qr0WzuZN5/qJmOHhiIkg== 0000909012-04-000181.txt : 20040309 0000909012-04-000181.hdr.sgml : 20040309 20040309163216 ACCESSION NUMBER: 0000909012-04-000181 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040308 ITEM INFORMATION: FILED AS OF DATE: 20040309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD MOTOR PRODUCTS INC CENTRAL INDEX KEY: 0000093389 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 111362020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04743 FILM NUMBER: 04657802 BUSINESS ADDRESS: STREET 1: 37 18 NORTHERN BLVD CITY: LONG ISLAND CITY STATE: NY ZIP: 11101 BUSINESS PHONE: 7183920200 MAIL ADDRESS: STREET 1: 3718 NORTHERN BLVD CITY: LONG ISLAND CITY STATE: NY ZIP: 11101 8-K 1 t300893.txt STANDARD MOTOR PRODUCTS, INC. ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): MARCH 8, 2004 ------------- STANDARD MOTOR PRODUCTS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its chapter) NEW YORK 1-4743 11-1362020 - ----------------------------- ------------ ------------------- (State of other jurisdiction) (Commission (IRS Employer of incorporation) File Number) Identification No.) 37-18 NORTHERN BLVD., LONG ISLAND CITY, N.Y. 11101 -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (718) 392-0200 -------------- ================================================================================ ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On March 8, 2004, Standard Motor Products, Inc. issued a press release announcing its financial results for the three months ended and for the year ended December 31, 2003. A copy of such press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. The information in this Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. 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 hereunto duly authorized. STANDARD MOTOR PRODUCTS, INC. By:/S/ JAMES J. BURKE ----------------------------------------------- James J. Burke Vice President Finance, Chief Financial Officer Date: March 9, 2004 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release, dated March 8, 2004, announcing Standard Motor Products, Inc.'s financial results for the three months ended and for the year ended December 31, 2003. EX-99 3 ex99-1.txt PRESS RELEASE EXHIBIT 99.1 - PRESS RELEASE For: Standard Motor Products, Inc. From: Golin/Harris International Marlene Wechselblatt 212-373-6000 Standard Motor Products, Inc. Contact: James J. Burke, Chief Financial Officer 718-392-0200 STANDARD MOTOR PRODUCTS, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2003 RESULTS New York, NY, March 8, 2004......Standard Motor Products, Inc. (NYSE:SMP), an automotive replacement parts manufacturer and distributor, reported today its financial results for the three months and for the year ended December 31, 2003. Consolidated net sales for the fourth quarter of 2003 were $162.5 million, compared to consolidated net sales of $107.9 million during the comparable quarter in 2002. Losses from continuing operations for the fourth quarter of 2003 were $5.5 million or 29 cents per diluted share, compared to $8.1 million or 68 cents per diluted share in the fourth quarter of 2002. Consolidated net sales for 2003 were $678.8 million, compared to consolidated net sales of $598.4 million in 2002. Earnings from continuing operations for 2003 were $224,000 or 1 cent per diluted share, compared to $6.1 million or 51 cents per diluted share in 2002. 1 Commenting on the results, Mr. Lawrence Sills, Standard Motor Products Chairman and Chief Executive Officer, said, "The net sales increase in the fourth quarter of 2003 was related to the previously announced acquisition of Dana Corporation's Engine Management Division (DEM), effective as of June 30, 2003. Net sales generated in the fourth quarter and the second half of 2003 from DEM were $57.2 million and $115.5 million, respectively. Since the fourth quarter has the fewest selling days of any quarter and based on current expectations, we continue to forecast the DEM volume at approximately $250 million annually." "Our core Engine Management net sales, excluding DEM, were flat in the fourth quarter and down a modest 1.4% for the year. This decline would have been mitigated if we had implemented normal price level increases in 2003, and in early 2004 we have begun implementing price increases. In our Temperature Control business, net sales were down slightly for the fourth quarter and down $35.5 million or 13.9% for the year, the result of the loss of AutoZone's business and the very cool summer season. " Mr. Sills added, "Our operating margins were negatively impacted in the fourth quarter and year-to-date by the lower margins on the DEM acquisition and certain transition costs while reducing redundancies. Due to our reduced Temperature Control volume for the year, we provided an incremental $2 million inventory reserve in the fourth quarter based on our inventory agings. In addition, selling, general and administrative expenses in 2003 included $4.8 million of integration and restructuring costs for DEM and other SMP facilities." 2 Looking forward, Mr. Sills added, "The DEM acquisition in 2003 was strategic and continues to be our primary focus entering 2004. The critical goals we established for a successful integration were to (a) maintain the DEM customer base, (b) reduce excess capacity by closing seven of the nine acquired facilities in a 12 to 18 month timeframe (c) complete the transition for $30-35 million during this period in restructuring and integration costs, and (d) achieve $50-55 million in estimated annual savings. I am pleased to report we are on target for meeting all of these goals. Based on our current expectations, we believe that the benefits from the above savings will materialize as we progress throughout 2004 and the full extent of the anticipated $40-45 million operating profit should be achieved in 2005." Standard Motor Products will hold a conference call at 11:00 AM Eastern Time, on Monday, March 8, 2004. The dial in number is 800-362-0571 and the ID number is STANDARD. A replay of the call will be available on March 8 through March 15 at 12:00 midnight. The playback number is 888-276-5302 (toll free) and the international number is 402-220-2331. UNDER THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, STANDARD MOTOR PRODUCTS CAUTIONS INVESTORS THAT ANY FORWARD-LOOKING STATEMENTS MADE BY THE COMPANY, INCLUDING THOSE THAT MAY BE MADE IN THIS PRESS RELEASE, ARE BASED ON MANAGEMENT'S EXPECTATIONS AT THE TIME THEY ARE MADE, BUT THEY ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS, EVENTS OR PERFORMANCE TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS, EVENTS OR PERFORMANCE TO DIFFER MATERIALLY FROM THOSE RISKS AND UNCERTAINTIES DISCUSSED IN THIS PRESS RELEASE, AND DETAILED FROM TIME-TO-TIME IN PRIOR PRESS RELEASES AND IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE COMPANY'S ANNUAL REPORT ON FORM 10-K AND QUARTERLY REPORTS ON FORM 10-Q. BY MAKING THESE FORWARD LOOKING STATEMENTS, STANDARD MOTOR PRODUCTS UNDERTAKES NO OBLIGATION OR INTENTION TO UPDATE THESE STATEMENTS AFTER THE DATE OF THIS RELEASE. ### 3 STANDARD MOTOR PRODUCTS CONDENSED CONSOLIDATING BALANCE SHEETS (Dollars in thousands) ASSETS
December 31, December 31, 2003 2002 -------- -------- Cash $ 19,647 $ 9,690 Marketable securities -- 7,200 Accounts receivable, gross 180,182 122,526 Allowance for doubtful accounts 5,009 4,882 -------- -------- Accounts receivable, net 175,173 117,644 Inventories 254,904 174,785 Other current assets 19,400 19,041 -------- -------- Total current assets 469,124 328,360 -------- -------- Property, plant and equipment, net 112,549 103,822 Goodwill 68,921 16,683 Other assets 43,109 41,893 -------- -------- Total assets $693,703 $490,758 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Notes payable $ 99,699 $ 79,618 Current portion of long term debt 3,354 4,108 Accounts payable trade 58,029 35,744 Accrued customer returns 24,115 16,341 Restructuring accrual 16,000 -- Other current liabilities 74,819 51,866 -------- -------- Total current liabilities 276,016 187,677 -------- -------- Long-term debt 114,757 93,191 Accrued asbestos liabilities 24,426 25,595 Restructuring accrual 15,615 -- Postretirement & other liabilities 36,848 30,414 -------- -------- Total liabilities 467,662 336,877 -------- -------- Total stockholders' equity 226,041 153,881 -------- -------- Total liabilities and stockholders' equity $693,703 $490,758 ======== ========
4 STANDARD MOTOR PRODUCTS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, 2003 2002 2003 2002 ------------ ------------ ------------ ----------- NET SALES $ 162,454 $ 107,856 $ 678,783 $ 598,437 COST OF SALES 124,329 78,729 504,011 440,893 ------------ ------------ ------------ ------------ GROSS PROFIT 38,125 29,127 174,772 157,544 SELLING, GENERAL & ADMINISTRATIVE EXPENSES 42,584 33,639 158,147 132,476 ------------ ------------ ------------ ------------ OPERATING INCOME (LOSS) (4,459) (4,512) 16,625 25,068 OTHER INCOME (EXPENSE), NET (199) 1,462 (1,287) 3,187 INTEREST EXPENSE 3,631 3,367 13,907 14,244 ------------ ------------ ------------ ------------ EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES (8,289) (6,417) 1,431 14,011 INCOME TAX EXPENSE (2,778) 1,670 1,207 7,920 ------------ ------------ ------------ ------------ EARNINGS (LOSS) FROM CONTINUING OPERATIONS (5,511) (8,087) 224 6,091 LOSS FROM DISCONTINUED OPERATION, NET OF TAX (370) (254) (1,742) (18,297) ------------ ------------ ------------ ------------ LOSS BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE (5,881) (8,341) (1,518) (12,206) CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX -- -- -- (18,350) ------------ ------------ ------------ ------------ NET LOSS $ (5,881) $ (8,341) $ (1,518) $ (30,556) ============ ============ ============ ============ NET EARNING (LOSS) PER COMMON SHARE: BASIC EARNINGS (LOSS) FROM CONTINUING OPERATIONS $ (0.29) $ (0.68) $ 0.01 $ 0.51 DISCONTINUED OPERATION (0.02) (0.02) (0.11) (1.54) CUMULATIVE EFFECT OF ACCOUNTING CHANGE -- -- -- (1.54) ------------ ------------ ------------ ------------ NET LOSS PER COMMON SHARE - BASIC $ (0.31) $ (0.70) $ (0.10) $ (2.57) ============ ============ ============ ============ DILUTED EARNINGS (LOSS) FROM CONTINUING OPERATIONS $ (0.29) $ (0.68) $ 0.01 $ 0.51 DISCONTINUED OPERATION (0.02) (0.02) (0.11) (1.52) CUMULATIVE EFFECT OF ACCOUNTING CHANGE -- -- -- (1.53) ------------ ------------ ------------ ------------ NET LOSS PER COMMON SHARE - DILUTED $ (0.31) $ (0.70) $ (0.10) $ (2.54) ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES 19,201,608 11,957,009 15,744,930 11,914,968 WEIGHTED AVERAGE NUMBER OF COMMON SHARES AND DILUTIVE SHARES 19,201,608 11,957,009 15,793,008 12,008,496
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