-----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, JWXp7Dz4cXGHs1IscOVVv4PwWB2FzCgKWbT9uCs1W/hU2z0iBfb4i6+74AIfs0+k Plw4EEBjR93aiROqXvtCSA== 0000909012-06-001139.txt : 20061101 0000909012-06-001139.hdr.sgml : 20061101 20061101095214 ACCESSION NUMBER: 0000909012-06-001139 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061020 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061101 DATE AS OF CHANGE: 20061101 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: 061177353 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 t302881.txt SMP -- 10/20/06 - -------------------------------------------------------------------------------- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): OCTOBER 26, 2006 STANDARD MOTOR PRODUCTS, INC. (Exact Name of Registrant as Specified in its Charter) NEW YORK 1-4743 11-1362020 (State or Other (Commission File Number) (I.R.S. Employee Jurisdiction of Incorporation) Identification Number) 37-18 NORTHERN BOULEVARD, LONG ISLAND CITY, NEW YORK 11101 (Address of Principal Executive Offices, including Zip Code) Registrant's Telephone Number, including Area Code: 718-392-0200 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) - -------------------------------------------------------------------------------- ================================================================================ 4 ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Executive Compensation Arrangements: (a) On October 26, 2006, the Board of Directors of Standard Motor Products, Inc. (the "Company") amended the Company's Supplemental Compensation Plan (the "Plan") to provide for in service distributions to the participants under the Plan in compliance with Section 409A of the Internal Revenue Code. The Plan is an unfunded supplemental retirement program for eligible employees. Currently, the only employees eligible under the Plan are John Gethin, the Company's President and Chief Operating Officer, and James Burke, the Company's Vice President Finance and Chief Financial Officer. The Plan provides that, upon attainment of a participant's normal retirement age (i.e., 60 years of age), the participant shall be entitled to 50% of such participant's highest average annual base salary plus bonus in three of the last five years of service. (b) On October 26, 2006, the Board also approved the entering into agreements with each of Messrs. Gethin and Burke (the "Officers") to provide among other things: (1) agreement by each Officer to remain an employee of the Company for a term of not less than three additional years after such Officer reaches the age of 60 (the "Extension Period"); (2) additional compensation to each Officer comprised of salary plus any applicable bonus (as determined at such time by the Company's Compensation and Management Development Committee) for each year of the Extension Period plus at the end of the Extension Period a payment (payable over 12 months following such Officer's retirement) of such Officer's then annual salary plus bonus payable at par; and (3) extension of the life insurance policies for each of the Officers during the Extension Period. The amended Plan and the above-referenced agreements in paragraph (b) shall be filed as exhibits to the Company's Form 10-K for the year ended December 31, 2006. ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On October 30, 2006, Standard Motor Products, Inc. (the "Company") issued a press release announcing its financial results for the three months and nine months ended September 30, 2006. 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. -2- ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Press release dated October 30, 2006 announcing Standard Motor Products, Inc.'s financial results for the three months and nine months ended September 30, 2006. 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: October 30, 2006 -3- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ---------- ----------------------------------------------------------------- 99.1 Press release dated October 30, 2006 announcing Standard Motor Products, Inc.'s financial results for the three months and nine months ended September 30, 2006. -4- EX-99.1 2 exh99-1.txt PRESS RELEASE 10/30/06 STANDARD (R) Standard Motor Products, Inc. FOR IMMEDIATE RELEASE For more information, contact: James J. Burke Standard Motor Products, Inc. (718) 392-0200 Jennifer Tio Maximum Marketing Services, Inc. (312) 226-4111 x2449 Jennifer.tio@maxmarketing.com STANDARD MOTOR PRODUCTS, INC. ANNOUNCES THIRD QUARTER 2006 RESULTS AND A QUARTERLY DIVIDEND New York, NY, October 30, 2006......Standard Motor Products, Inc. (NYSE: SMP), an automotive replacement parts manufacturer and distributor, reported today its consolidated financial results for the three months and nine months ended September 30, 2006. Consolidated net sales for the third quarter of 2006 were $203.8 million, compared to consolidated net sales of $224.4 million during the comparable quarter in 2005. Earnings from continuing operations for the third quarter of 2006 were $2.6 million or 14 cents per diluted share, compared to earnings of $4.2 million or 21 cents per diluted share in the third quarter of 2005. However the third quarter of 2005 benefited from a $3.8 million reduction in retiree medical expense, resulting in a $2.5 million pre-tax savings, or 8 cents per diluted share, compared to third quarter 2006. Adjusting for that, on a comparable basis, earnings per share for the third quarter of 2006 were slightly ahead of 2005. - -------------------------------------------------------------------------------- 37-18 Northern Blvd., Long Island City, NY 11101 (718) 392-0200 www.smpcorp.com Consolidated net sales for the nine month period ended September 30, 2006 were $643 million, compared to consolidated net sales of $658.3 million during the comparable period in 2005. Earnings from continuing operations for the nine month period ended September 30, 2006 were $10.6 million or 58 cents per diluted share, compared to earnings of $3.9 million or 20 cents per diluted share in the comparable period of 2005. Mr. Lawrence Sills, Standard Motor Products' Chairman and Chief Executive Officer, commented, "After a strong first six months, we were disappointed in our sales in the third quarter. In Engine Management, several of our large accounts focused on inventory reduction, and so while their sales to their customers were essentially flat, their net purchases from us were down. Year to date, however, Engine Management sales are essentially equal to 2005. In Temperature Control, sales were down from a very strong 2005, one of the hottest summers in history, and were further inhibited, we believe, by the high energy prices. "On the other hand, we continue to make progress in gross margin. In Engine Management, our third quarter gross margin was negatively impacted by higher than average customer returns, but despite that we are running well ahead of last year. We are ahead of plan in both purchase cost reduction and make vs. buy, and we began implementing price increases at the tail end of the third quarter. This should benefit the fourth quarter and into 2007. "Gross margins in Temperature Control, despite the lower sales, are running slightly ahead of 2005, thanks to improved costs. "Significantly, we announced the closing of our Puerto Rican facility. Over the next 24 months, the production lines will be shifted to facilities in Independence, Kansas and Reynosa, Mexico. We have been manufacturing in Puerto Rico for nearly 40 years, with an excellent and highly motivated work force, but the demise of the 936 tax incentive made Puerto Rico an expensive place to do business. We estimate one time costs of roughly $6 million and annual savings, once the moves are fully implemented, of over $7 million. "We have received our first new OES order, though small, and are in discussions for additional product groups. We will advise when we receive firm orders. "One final area of improvement is inventory reduction. Since January, we have reduced Engine Management inventory by approximately $16 million. While this has negatively impacted our gross margin, with less overhead absorption, it has contributed to our overall cash flow improvement." The Board of Directors has approved payment of a quarterly dividend of nine cents per share on the common stock outstanding. The dividend will be paid on December 1, 2006 to stockholders of record on November 15, 2006. Standard Motor Products, Inc. will hold a conference call at 11:00 AM, Eastern Time, on Monday, October 30, 2006. The dial in number is 877-707-9628 (domestic) or 785-832-2041 (international). The playback number is 800-753-5479 (domestic) or 402-220-2675 international), and the ID # is STANDARD. 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 ARE THOSE 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. ###
STANDARD MOTOR PRODUCTS, INC. Consolidated Statements of Operations (Dollars in thousands, except per share amounts) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2006 2005 2006 2005 ----------- ------------ ------------ ------------ NET SALES $ 203,755 $ 224,438 $ 643,005 $ 658,276 COST OF SALES 154,423 175,301 483,736 511,794 ------------ ------------ ------------ ------------ GROSS PROFIT 49,332 49,137 159,269 146,482 SELLING, GENERAL & ADMINISTRATIVE EXPENSES 40,039 39,134 126,822 124,915 INTEGRATION EXPENSES 598 218 828 4,620 ------------ ------------ ------------ ------------ OPERATING INCOME 8,695 9,785 31,619 16,947 OTHER INCOME , NET 820 67 1,980 1,046 INTEREST EXPENSE 5,118 4,552 14,826 12,617 ------------ ------------ ------------ ------------ EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES 4,397 5,300 18,773 5,376 INCOME TAX EXPENSE 1,814 1,137 8,137 1,441 ------------ ------------ ------------ ------------ EARNINGS FROM CONTINUING OPERATIONS 2,583 4,163 10,636 3,935 DISCONTINUED OPERATION, NET OF TAX 1,656 (449) 603 (1,240) ------------ ------------ ------------ ------------ NET INCOME $ 4,239 $ 3,714 $ 11,239 $ 2,695 ============ ============ ============ ============ NET EARNINGS PER COMMON SHARE: BASIC EARNINGS FROM CONTINUING OPERATIONS $ 0.14 $ 0.21 $ 0.58 $ 0.20 DISCONTINUED OPERATION 0.09 (0.02) 0.03 (0.06) ------------ ------------ ------------ ------------ NET INCOME PER COMMON SHARE - BASIC $ 0.23 $ 0.19 $ 0.61 $ 0.14 ============ ============ ============ ============ DILUTED EARNINGS FROM CONTINUING OPERATIONS $ 0.14 $ 0.21 $ 0.58 $ 0.20 DISCONTINUED OPERATION 0.09 (0.02) 0.03 (0.06) ------------ ------------ ------------ ------------ NET INCOME PER COMMON SHARE - DILUTED $ 0.23 $ 0.19 $ 0.61 $ 0.14 ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES 18,306,178 19,547,319 18,265,784 19,509,040 WEIGHTED AVERAGE NUMBER OF COMMON AND DILUTIVE SHARES 18,371,435 19,577,972 18,297,979 19,546,261
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