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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, 2008
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.
(Exact name of registrant as specified in its charter)
NEW YORK 11-1362020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
37-18 NORTHERN BLVD., LONG ISLAND CITY, N.Y. 11101
-------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(718) 392-0200 (Registrant's
telephone number, including area code)
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 a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer |_| Accelerated Filer |X|
Non-Accelerated Filer |_| Smaller reporting company |_|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
As of the close of business on July 31, 2008, there were 18,694,123 outstanding
shares of the registrant's Common Stock, par value $2.00 per share.
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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION
PAGE NO.
Item 1. Consolidated Financial Statements:
Consolidated Statements of Operations (Unaudited)
for the Three Months and Six Months Ended June 30, 2008 and 2007... 3
Consolidated Balance Sheets
as of June 30, 2008 (Unaudited) and December 31, 2007.............. 4
Consolidated Statements of Cash Flows (Unaudited)
for the Six Months Ended June 30, 2008 and 2007.................... 5
Consolidated Statement of Changes in Stockholders' Equity (Unaudited)
for the Three Months and Six Months Ended June 30, 2008............ 6
Notes to Consolidated Financial Statements (Unaudited)............. 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations..............................................21
Item 3. Quantitative and Qualitative Disclosures about Market Risk.........32
Item 4. Controls and Procedures............................................33
PART II - OTHER INFORMATION
Item 1. Legal Proceedings..................................................34
Item 4. Submission of Matters to a Vote of Security Holders................35
Item 6. Exhibits...........................................................36
Signatures....................................................................36
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
(In thousands, except share and per share data) June 30, June 30,
---------------------------- ----------------------------
2008 2007 2008 2007
---- ---- ---- ----
(Unaudited) (Unaudited)
Net sales ............................................ $ 215,343 $ 216,950 $ 423,427 $ 416,765
Cost of sales ........................................ 166,714 160,261 323,574 308,201
---------------------------- ----------------------------
Gross profit ....................................... 48,629 56,689 99,853 108,564
Selling, general and administrative expenses ......... 42,724 43,324 86,786 86,055
Restructuring and integration expenses ............... 1,376 559 4,212 1,237
---------------------------- ----------------------------
Operating income ................................... 4,529 12,806 8,855 21,272
Other income, net .................................... 10 779 20,372 1,046
Interest expense ..................................... 3,388 4,795 7,319 9,336
---------------------------- ----------------------------
Earnings from continuing operations before taxes ... 1,151 8,790 21,908 12,982
Provision for income tax ............................. 1,923 3,134 9,333 4,390
---------------------------- ----------------------------
Earnings (loss) from continuing operations ......... (772) 5,656 12,575 8,592
Loss from discontinued operations, net of income taxes (323) (279) (649) (628)
---------------------------- ----------------------------
Net earnings (loss) ................................ $ (1,095) $ 5,377 $ 11,926 $ 7,964
============================ =============================
Per share data:
Net earnings (loss) per common share - Basic:
Earnings (loss) from continuing operations ......... $ (0.04) $ 0.30 $ 0.69 $ 0.46
Discontinued operation ............................. (0.02) (0.01) (0.04) (0.03)
---------------------------- ----------------------------
Net earnings (loss) per common share - Basic ......... $ (0.06) $ 0.29 $ 0.65 $ 0.43
============================ =============================
Net earnings (loss) per common share - Diluted:
Earnings (loss) from continuing operations ......... $ (0.04) $ 0.30 $ 0.68 $ 0.46
Discontinued operation ............................. (0.02) (0.02) (0.03) (0.04)
---------------------------- ----------------------------
Net earnings (loss) per common share - Diluted ....... $ (0.06) $ 0.28 $ 0.65 $ 0.42
============================ =============================
Average number of common shares ...................... 18,332,273 18,781,388 18,319,979 18,617,453
============================ =============================
Average number of common shares and dilutive
common shares ...................................... 18,384,840 18,940,962 21,157,672 18,774,430
============================ =============================
See accompanying notes to consolidated financial statements.
-3-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
(In thousands, except share and per share data) 2008 2007
--------- ---------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ............................................ $ 12,318 $ 13,261
Accounts receivable, less allowance for discounts and doubtful
accounts of $10,555 and $8,964 for 2008 and 2007, respectively ... 279,869 204,445
Inventories .......................................................... 244,252 252,277
Deferred income taxes ................................................ 13,897 17,003
Assets held for sale ................................................. 1,930 5,373
Prepaid expenses and other current assets ............................ 9,591 10,748
--------- ---------
Total current assets ............................................. 561,857 503,107
Property, plant and equipment, net .......................................... 68,766 71,775
Goodwill, net ............................................................... 41,403 41,566
Other intangibles, net ...................................................... 15,168 16,325
Other assets ................................................................ 30,650 45,319
--------- ---------
Total assets ..................................................... $ 717,844 $ 678,092
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable ........................................................ $ 183,330 $ 156,756
Current portion of long-term debt .................................... 119 8,021
Accounts payable ..................................................... 71,604 64,384
Sundry payables and accrued expenses ................................. 27,645 29,242
Accrued customer returns ............................................. 27,396 23,149
Accrued rebates ...................................................... 23,718 21,494
Payroll and commissions .............................................. 16,534 16,987
--------- ---------
Total current liabilities ..................................... 350,346 320,033
Long-term debt .............................................................. 90,425 90,534
Post-retirement medical benefits and other accrued liabilities .............. 42,346 56,510
Accrued asbestos liabilities ................................................ 22,434 22,651
--------- ---------
Total liabilities ............................................. 505,551 489,728
--------- ---------
Commitments and contingencies
Stockholders' equity:
Common stock - par value $2.00 per share:
Authorized - 30,000,000 shares; issued 20,486,036 shares ...... 40,972 40,972
Capital in excess of par value ....................................... 58,684 59,220
Retained earnings .................................................... 114,760 106,147
Accumulated other comprehensive income ............................... 18,609 5,546
Treasury stock - at cost 1,929,541 and 2,189,079 shares in
2008 and 2007, respectively
(20,732) (23,521)
--------- ---------
Total stockholders' equity ................................ 212,293 188,364
--------- ---------
Total liabilities and stockholders' equity ................ $ 717,844 $ 678,092
========= =========
See accompanying notes to consolidated financial statements.
-4-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) Six Months Ended
June 30,
--------------------
2008 2007
-------- --------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings .................................................................. $ 11,926 $ 7,964
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization ............................................... 6,958 7,472
Increase in allowance for doubtful accounts ................................. 407 209
Increase in inventory reserves .............................................. 1,379 2,229
Gain on sale of building .................................................... (21,321) --
Loss on disposal of property, plant and equipment ........................... 112 84
Loss from extinguishment of debt ............................................ 1,444 --
Equity (income) loss from joint ventures 128 (58)
Loss on impairment of assets ................................................ 355 --
Employee stock ownership plan allocation .................................... 799 934
Stock-based compensation .................................................... 658 336
Decrease in deferred income taxes ........................................... 15,334 1,969
Loss from discontinued operation, net of income tax ......................... 649 628
Change in assets and liabilities:
Increase in accounts receivable ............................................. (75,830) (65,332)
Decrease (increase) in inventories .......................................... 6,646 (12,032)
Decrease (increase) in prepaid expenses and other current assets ............ 1,592 (1,730)
Decrease (increase) in other assets 2,475 (79)
Increase in accounts payable ................................................ 4,100 10,843
Increase in sundry payables and accrued expenses ............................ 4,683 2,293
(Decrease) increase in other liabilities .................................... (11,687) 4,808
-------- --------
Net cash used in operating activities ................................... (49,193) (39,462)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of property, plant and equipment ....................... 24 29
Net cash received from the sale of building ................................... 37,341 --
Capital expenditures .......................................................... (5,347) (6,057)
-------- --------
Net cash provided by (used in) investing activities ..................... 32,018 (6,028)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under line-of-credit agreements ................................ 25,492 41,753
Defeasance of mortgage loan ................................................... (7,755) --
Net repayment of long-term debt ............................................... (256) (364)
Increase in overdraft balances ................................................ 3,121 486
Proceeds from exercise of employee stock options ............................. -- 4,175
Excess tax benefits related to the exercise of employee stock options ........ -- 491
Dividends paid ................................................................ (3,313) (3,348)
-------- --------
Net cash provided by financing activities ............................... 17,289 43,193
-------- --------
Effect of exchange rate changes on cash ........................................ (1,057) 1,516
-------- --------
Net decrease in cash and cash equivalents ...................................... (943) (781)
CASH AND CASH EQUIVALENTS at beginning of the period ........................... 13,261 22,348
-------- --------
CASH AND CASH EQUIVALENTS at end of the period ................................. $ 12,318 $ 21,567
======== ========
Supplemental disclosure of cash flow information: Cash paid during the period
for:
Interest ...................................................................... $ 7,493 $ 9,293
======== ========
Income taxes .................................................................. $ 2,014 $ 2,225
======== ========
See accompanying notes to consolidated financial statements.
-5-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
THREE MONTHS ENDED JUNE 30, 2008
(Unaudited)
ACCUMULATED
CAPITAL IN OTHER
COMMON EXCESS OF RETAINED COMPREHENSIVE TREASURY
(In thousands) STOCK PAR VALUE EARNINGS INCOME STOCK TOTAL
----- --------- -------- ------ ----- -----
Balance at March 31, 2008 ...... $ 40,972 $ 58,755 $ 117,520 $ 4,968 $ (21,250) $ 200,965
Comprehensive income:
Net loss ................... (1,095) (1,095)
Foreign currency translation
adjustment ............... (238) (238)
Pension and retiree medical
adjustment ............... 13,879 13,879
---------
Total comprehensive income . 12,546
Cash dividends paid ............ (1,665) (1,665)
Stock-based compensation ....... (71) 518 447
--------- --------- --------- --------- --------- ---------
Balance at June 30, 2008 ....... $ 40,972 $ 58,684 $ 114,760 $ 18,609 $ (20,732) $ 212,293
========= ========= ========= ========= ========= =========
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 2008
(Unaudited)
ACCUMULATED
CAPITAL IN OTHER
COMMON EXCESS OF RETAINED COMPREHENSIVE TREASURY
(In thousands) STOCK PAR VALUE EARNINGS INCOME STOCK TOTAL
----- --------- -------- ------ ----- -----
Balance at December 31, 2007 ... $ 40,972 $ 59,220 $106,147 $ 5,546 $(23,521) $188,364
Comprehensive income:
Net earnings ............... 11,926 11,926
Foreign currency translation
adjustment ............... (798) (798)
Pension and retiree medical
adjustment ............... 13,861 13,861
--------
Total comprehensive income . 24,989
Cash dividends paid ............ (3,313) (3,313)
Stock-based compensation ....... 12 645 657
Employee Stock Ownership Plan .. (548) 2,144 1,596
-------- -------- -------- -------- -------- --------
Balance at June 30, 2008 ....... $ 40,972 $ 58,684 $114,760 $ 18,609 $(20,732) $212,293
======== ======== ======== ======== ======== ========
See accompanying notes to consolidated financial statements.
-6-
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 the "Company," "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, 2007.
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 inter-company items have been eliminated.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. The results of operations for the interim periods are not
necessarily indicative of the results of operations for the entire year.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The preparation of consolidated annual and quarterly financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amount of assets and
liabilities, the 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 periods. We have made a number of estimates and
assumptions in the preparation of these consolidated financial statements. We
can give no assurance that actual results will not differ from those estimates.
Some of the more significant estimates include allowances for doubtful accounts,
realizability of inventory, goodwill and other intangible assets, depreciation
and amortization of long-lived assets, product liability, pensions and other
post-retirement benefits, asbestos and litigation matters, deferred tax asset
valuation allowance and sales return allowances.
The impact and any associated risks related to significant accounting 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. There have been no material
changes to our critical accounting policies and estimates from the information
provided in Note 1 of the notes to our consolidated financial statements in our
Annual Report on Form 10-K for the year ended December 31, 2007.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
FAIR VALUE MEASUREMENTS
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." SFAS
157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurement. This statement applies under other accounting
-7-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
pronouncements that require or permit fair value measurements and does not
require any new fair value measurements. SFAS 157 is effective for the fiscal
year beginning after November 15, 2007, which for us is the year ending December
31, 2008. As of January 1, 2008, we adopted SFAS 157. The adoption of SFAS 157
did not impact our consolidated financial statements in any material respect.
In December 2007, the FASB issued FSP FAS 157-b to defer SFAS 157's effective
date for all non-financial assets and liabilities, except those items recognized
or disclosed at fair value on an annual or more frequently recurring basis,
until years beginning after November 15, 2008. Derivatives measured at fair
value under FAS 133 were not deferred under FSP FAS 157-b. We are assessing the
impact, if any, which the adoption of FSP FAS 157-b will have on our
consolidated financial position, results of operations and cash flows.
FAIR VALUE OPTIONS FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS 159"), including an amendment
of FASB Statement No. 115. SFAS 159 permits an entity to measure certain
financial assets and financial liabilities at fair value. The Statement's
objective is to improve financial reporting by allowing entities to mitigate
volatility in reported earnings caused by the measurement of related assets and
liabilities using different attributes, without having to apply complex hedge
accounting provisions. Entities that elect the fair value option will report
unrealized gains and losses in earnings at each subsequent reporting date. The
new Statement establishes presentation and disclosure requirements to help
financial statement users understand the effect of the entity's election on its
earnings, but does not eliminate disclosure requirements of other accounting
standards. SFAS 159 is effective as of the beginning of the first fiscal year
that begins after November 15, 2007, and is effective for us as of January 1,
2008. The adoption of SFAS 159 did not impact our consolidated financial
statements in any material respect.
BUSINESS COMBINATIONS
In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations"
("SFAS 141R"). SFAS 141R establishes principles and requirements for how the
acquirer of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree. SFAS 141R also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. SFAS 141R is
effective for the fiscal year beginning after December 15, 2008, which for us is
the fiscal year beginning January 1, 2009. SFAS 141R will have an impact on the
manner in which we account for future acquisitions beginning in the fiscal year
2009.
NON-CONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS
In December 2007, the FASB issued SFAS No. 160, "Non-Controlling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51" ("SFAS 160").
SFAS 160 establishes accounting and reporting standards for the non-controlling
interest in a subsidiary and for the deconsolidation of a subsidiary. It
clarifies that a non-controlling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. SFAS 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008, which for us is the fiscal year beginning January 1, 2009. We are
assessing the impact, if any, which the adoption of SFAS 160 will have on our
consolidated financial position, results of operations and cash flows.
-8-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities" ("SFAS 161"). This Statement requires
enhanced disclosures about an entity's derivative and hedging activities and
thereby improves the transparency of financial reporting. This Statement is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, which for us is the fiscal year beginning
January 1, 2009. We are assessing the impact, if any, which the adoption of SFAS
161 will have on our financial statement disclosures.
CONVERTIBLE DEBT INSTRUMENTS
In May 2008, the FASB issued FASB Staff Position APB 14-1, "Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion" ("FSP
APB 14-1") which requires issuers of convertible debt that may be settled wholly
or partly in cash to account for the debt and equity components separately. This
FSP is effective for fiscal years beginning after December 15, 2008, which for
us is the fiscal year beginning January 1, 2009 and must be applied
retrospectively to all periods presented. We are assessing the impact, if any,
which the adoption of FSP APB 14-1 will have on our financial statements.
NOTE 3. RESTRUCTURING AND INTEGRATION COSTS
RESTRUCTURING COSTS
In connection with our acquisition of substantially all of the assets and the
assumption of substantially all of the operating liabilities of Dana
Corporation's Engine Management Group ("DEM") in June 2003, we established
restructuring accruals relating to the consolidation of DEM into our existing
operations. Of the original provision, we have a restructuring accrual of $0.8
million remaining as of June 30, 2008. The restructuring accrual relates to work
force reductions, employee termination benefits and contract termination costs.
INTEGRATION EXPENSES
Integration expenses relate primarily to the cost of moving and closing our
Puerto Rico production operations, the integration of operations in Mexico, the
closure of our Fort Worth, Texas and Long Island City, New York production
facilities, and the cost of consolidating our European production operations.
During 2008, we incurred integration expenses of $4.2 million, relating to
workforce reductions of $3.1 million primarily at our Long Island City, New York
and Puerto Rico production facilities and other exit costs of $1.1 million.
Other exit costs consist primarily of lease and contract termination costs and
the cost of upkeep at vacated facilities. Cash payments made during the first
six months of 2008 were $4.7 million and will continue related to our pension
plan withdrawal liability over a period which is not to exceed 20 years.
-9-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
Selected information relating to integration activities is as follows (in
thousands):
Workforce Other Exit
(in thousands) Reduction Costs Total
--------- ----- -----
Exit activity liability at December 31, 2007 .. $ 5,591 $ 2,507 $ 8,098
Amounts provided for during 2008 .............. 3,063 1,149 4,212
Adjustments ................................... (28) 135 107
Cash payments during 2008 ..................... (3,209) (1,536) (4,745)
------- ------- -------
Exit activity liability at June 30, 2008 ...... $ 5,417 $ 2,255 $ 7,672
------- ------- -------
As of June 30, 2008, in accordance with the requirements of FASB Statement No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets," we have
reported $2 million as assets held for sale on our consolidated balance sheet
related to the net book value of two buildings in our European Segment.
Following plant closures resulting from integration activities, these buildings
have been vacant and therefore a decision to solicit bids has been made. We
anticipate that a negotiated sale to a third-party will occur within the next
twelve months and will record any resulting gain in other income as appropriate.
NOTE 4. SALE OF LONG ISLAND CITY, NEW YORK PROPERTY
In March 2008, we completed the sale of the Long Island City, New York property
and entered into a Lease Agreement with the purchaser whereby we would lease
space at the property. The purchase price for the property was $40.6 million
with the proceeds used to reduce debt. The initial term of the lease is ten
years and contains four 5-year renewal options. During the first twelve months
of the lease term, we will make initial annual rent payments of approximately
$2.6 million. Thereafter, we expect to reduce our leased space to 1.5 floors,
and the annual rent payments will decrease to approximately $1.1 million. The
lease agreement provides that our rent payments will increase 3% per year for
the first twenty years of the lease; provided that in years 11 and 16, the rent
payment increase will be 10% and 5%, respectively.
The sale has been recorded as a sale and leaseback transaction. As our retention
rights to the property will be more than minor but less than substantially all,
a portion of the gain has been deferred. The total gain from the sale of the
property was $31.6 million, of which $21.1 million was recognized upon closing
with the balance of the gain deferred to be recognized over the initial term of
the lease of ten years. In connection with the closing, we have defeased the
existing mortgage loan on the property of $7.8 million which resulted in a loss
on the extinguishment of debt of $1.4 million, consisting of fees and expenses
of $1 million and the write-off of deferred finance costs of $0.4 million. The
gain on the sale of the property and the loss on extinguishment of debt are
included in other income, net in the consolidated statement of operations.
NOTE 5. SALE OF RECEIVABLES
In April 2008, we began to sell undivided interests in certain of our
receivables to financial institutions. We entered these agreements at our
discretion when we determined that the cost of factoring was less than the cost
of servicing our receivables with existing debt. Pursuant to these agreements,
we sold $28 million of receivables during the second quarter of 2008. Under the
terms of the agreements, we retain no rights or interest, have no obligations
with respect to the sold receivables, and do not service the receivables after
the sale. As such, these transactions are being accounted for as a sale in
accordance with SFAS No. 140, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities." A charge in the amount of
$0.3 million related to the sale of receivables is included in selling, general
and administrative expense in our consolidated statement of operations for the
three and six months ended June 30, 2008.
-10-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
NOTE 6. INVENTORIES
Inventories consist of (in thousands):
June 30, December 31,
2008 2007
-------- ------------
Finished goods, net .......................... $169,096 $182,914
Work in process, net ......................... 9,474 5,850
Raw materials, net ........................... 65,682 63,513
-------- --------
Total inventories, net ................... $244,252 $252,277
======== ========
NOTE 7. CREDIT FACILITIES AND LONG-TERM DEBT
Total debt consists of (in thousands):
June 30, December 31,
2008 2007
--------- ---------
CURRENT
Revolving credit facilities (1) .................. $ 183,330 $ 156,756
Current portion of mortgage loan (2) ............. -- 7,891
Other ............................................ 119 130
--------- ---------
183,449 164,777
--------- ---------
LONG-TERM DEBT
6.75% convertible subordinated debentures (3) .... 90,000 90,000
Mortgage loan (2) ................................ -- 7,891
Other ............................................ 544 664
Less: current portion of long-term debt .......... (119) (8,021)
--------- ---------
90,425 90,534
--------- ---------
Total debt ................................... $ 273,874 $ 255,311
========= =========
(1) Consists of the revolving credit facility, the Canadian term loan and the
European revolving credit facility.
(2) The mortgage loan was secured by the Long Island City, New York property.
In March 2008 in connection with the sale of the property, we defeased the
mortgage loan.
(3) In July 2008, we repurchased $7.6 million principal amount of the 6.75%
convertible subordinated debentures. A gain on the repurchase of $0.6
million will be recorded in the third quarter of 2008.
We had deferred financing costs of $2.7 million as of December 31, 2007. These
costs related to our revolving credit facility, the convertible subordinated
debentures and the mortgage loan agreement. In March 2008 in connection with the
sale of the Long Island City, New York property, we defeased the mortgage loan
and deferred financing costs of $0.4 million were written off. Deferred
financing costs of $2 million as of June 30, 2008 are being amortized in the
amount of $0.4 million in 2008, $0.6 million in 2009, $0.4 million in 2010 and
$0.6 million for the period 2011-2018.
-11-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
REVOLVING CREDIT FACILITY
In March 2007, we entered into a Second Amended and Restated Credit Agreement
with General Electric Capital Corporation, as agent, and a syndicate of lenders
for a secured revolving credit facility. The restated credit agreement provides
for a line of credit of up to $275 million (inclusive of the Canadian term loan
described below) and expires in 2012. The restated credit agreement also
provides a $50 million accordion feature, which would allow us to expand the
facility. Direct borrowings under the restated credit agreement bear interest at
the LIBOR rate plus the applicable margin (as defined), or floating at the index
rate plus the applicable margin, at our option, and the interest rate may vary
depending upon our borrowing availability. The restated credit agreement is
guaranteed by certain of our subsidiaries.
Borrowings under the restated credit agreement are collateralized by
substantially all of our assets, including accounts receivable, inventory and
fixed assets, and those of certain of our subsidiaries. After taking into
account outstanding borrowings under the restated credit agreement, there was an
additional $97.3 million available for us to borrow pursuant to the formula at
June 30, 2008, of which $30 million is reserved for repayment, repurchase or
redemption, as the case may be, of the aggregate outstanding amount of our
convertible debentures. At June 30, 2008 and December 31, 2007, the interest
rate on our restated credit agreement was 3.7% and 6.4%, respectively.
Outstanding borrowings under the restated credit agreement (inclusive of the
Canadian term loan described below), which are classified as current
liabilities, were $174.3 million and $148.7 million at June 30, 2008 and
December 31, 2007, respectively.
At any time that our borrowing availability in the aggregate is less than $30
million and until such time that we have maintained an average borrowing
availability in the aggregate of $30 million or greater for a continuous period
of ninety (90) days, the terms of our restated credit agreement provide for,
among other provisions, financial covenants requiring us, on a consolidated
basis, (1) to maintain specified levels of fixed charge coverage at the end of
each fiscal quarter (rolling twelve months), and (2) to limit capital
expenditure levels. As of June 30, 2008, we were not subject to these covenants.
Availability under our restated credit agreement is based on a formula of
eligible accounts receivable, eligible inventory and eligible fixed assets. In
addition, the restated credit agreement provides that, beginning on January 15,
2008 and on a quarterly basis thereafter, $15 million of our borrowing
availability shall be reserved for the repayment, repurchase or redemption, as
the case may be, of the aggregate outstanding amount of our convertible
debentures. Our restated credit agreement also permits dividends and
distributions by us provided specific conditions are met.
CANADIAN TERM LOAN
In March 2007, we amended our credit agreement with GE Canada Finance Holding
Company, for itself and as agent for the lenders. The amended credit agreement
provides for a line of credit of up to $12 million, of which $7 million is
currently outstanding and which amount is part of the $275 million available for
borrowing under our restated credit agreement with General Electric Capital
Corporation (described above). The amended credit agreement is guaranteed and
secured by us and certain of our wholly-owned subsidiaries and expires in 2012.
Direct borrowings under the amended credit agreement bear interest at the same
rate as our restated credit agreement with General Electric Capital Corporation
(described above).
-12-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
REVOLVING CREDIT FACILITY--EUROPE
Our European subsidiary has revolving credit facilities which, at June 30, 2008,
provide for a line of credit up to $10.1 million. The amount of short-term bank
borrowings outstanding under these facilities was $9 million on June 30, 2008
and $8 million on December 31, 2007. The weighted average interest rate on these
borrowings on June 30, 2008 was 6.2% and December 31, 2007 was 6.7%.
SUBORDINATED DEBENTURES
In July 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 at the option of the holder. We may, at our option, redeem some or all of
the convertible debentures at any time on or after July 15, 2004, for a
redemption price equal to the issuance price plus accrued interest. In addition,
if a change in control, as defined in the agreement, occurs at the Company, we
will be required to make an offer to purchase the convertible debentures at a
purchase price equal to 101% of their aggregate principal amount, plus accrued
interest. The convertible debentures are subordinated in right of payment to all
of our existing and future senior indebtedness.
We may, from time to time, repurchase the debentures in the open market, or
through privately negotiated transactions, on terms that we believe to be
favorable with any gains or losses as a result of the difference between the net
carrying amount and the reacquisition price recognized in the period of
extinguishment. In July 2008, we repurchased $7.6 million principal amount of
the debentures resulting in a gain recorded on the repurchase of $0.6 million,
which will be recorded in the third quarter of 2008.
MORTGAGE LOAN AGREEMENT
In June 2003, we borrowed $10 million under a mortgage loan agreement. In
connection with the sale of the Long Island City, New York property in March
2008, we defeased the mortgage loan. We incurred fees and expenses in the
defeasance of approximately $1 million, and deferred finance costs capitalized
of $0.4 million were written off upon the defeasance.
NOTE 8. STOCK-BASED COMPENSATION PLANS
We account for our five stock-based compensation plans in accordance with the
provisions of FASB Statement No. 123R, "Share-Based Payment" ("FAS 123R"), which
requires that a company measure the cost of employee services received in
exchange for an award of equity instruments based on the grant-date fair value
of the award. That cost is recognized in the statement of operations over the
period during which an employee is required to provide service in exchange for
the award.
STOCK OPTION GRANTS
There were no stock options granted in the six months ended June 30, 2008 and
2007. We have recognized compensation expense for prior years' grants which vest
after January 1, 2006 based on the grant-date fair value, estimated in
accordance with SFAS 123 which was used in our prior pro forma disclosure. Our
policy was to calculate the compensation expense related to the stock-based
compensation granted to employees and directors on a straight-line basis over
the full vesting period of the grants. The expense for the six months ended June
30, 2008 and 2007 reflects our estimate of expected forfeitures which we
determine to be immaterial, based on history and remaining time until vesting of
the remaining options.
As of June 30, 2008, we have no unrecognized compensation cost related to stock
options and non-vested stock options.
-13-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
The following is a summary of the changes in outstanding stock options for the
six months ended June 30, 2008:
WEIGHTED WEIGHTED AVERAGE
AVERAGE REMAINING CONTRACTUAL
STOCK OPTIONS EXERCISE TERM (YRS)
------------- -------- ----------
Outstanding at January 1, 2008 ............. 607,620 $ 13.34 4.8
Exercised ............................... -- -- --
Expired ................................. (39,498) 11.92 --
Forfeited ............................... (1,500) 11.35 6.9
----------------------------------------------------------------------------------------------------
Outstanding at June 30, 2008 ............... 566,622 $ 13.44 4.6
----------------------------------------------------------------------------------------------------
At June 30, 2008, the aggregated intrinsic value of outstanding and exercisable
stock options was essentially zero. All outstanding stock options as of June 30,
2008 are exercisable.
RESTRICTED AND PERFORMANCE STOCK GRANTS
As part of the 2006 Omnibus Incentive Plan, we currently grant shares of
restricted and performance-based stock to eligible employees and directors.
Selected executives and other key personnel are granted performance awards whose
vesting is contingent upon meeting various performance measures with a retention
feature. This component of compensation is designed to encourage the long-term
retention of key executives and to tie executive compensation directly to
Company performance and the long-term enhancement of shareholder value. The
performance awards are earned at the end of the three year period provided that
the strategic three year plan is achieved. Each period we evaluate the
probability of achieving the applicable targets and we adjust our accrual
accordingly.
Our restricted and performance-based share activity was as follows for the six
months ended June 30, 2008:
WEIGHTED AVERAGE
GRANT DATE FAIR VALUE
SHARES PER SHARE
----------- ------------------
Outstanding at January 1, 2008 ...................... 193,200 $ 7.25
Granted .......................................... 6,000 7.94
Vested ........................................... (7,650) 12.46
Forfeited ........................................ (750) 6.92
----------------------------------------------------------------------------------------
Outstanding at June 30, 2008 ........................ 190,800 $ 7.12
----------------------------------------------------------------------------------------
We recorded compensation expense related to restricted shares and
performance-based shares of $223,550 ($128,319 net of tax) and $123,400 ($76,900
net of tax) for the six months ended June 30, 2008 and 2007, respectively. The
unamortized compensation expense related to our restricted and performance-based
shares were $597,930 at June 30, 2008 and are expected to be recognized as they
vest over a weighted average period of 1.6 and 0.7 years for employees and
directors, respectively.
-14-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
NOTE 9. EMPLOYEE BENEFITS
In 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 2008, we contributed to the trust an additional 137,023 shares
from our treasury and released 199,471 shares from the trust leaving 529 shares
remaining in the trust as of June 30, 2008.
In August 1994, we established an unfunded Supplemental Executive Retirement
Plan (SERP) for key employees. Under the plan, these employees may elect to
defer a portion of their compensation and, in addition, we may at our discretion
make contributions to the plan on behalf of the employees. In March 2008 and
2007, contributions of $113,500 and $83,000 were made related to calendar years
2007 and 2006, respectively.
In October 2001, we adopted a second unfunded SERP. The SERP, as amended, is a
defined benefit plan pursuant to which we will pay supplemental pension benefits
to certain key employees upon the attainment of a contractual participants
payment date based upon the employees' years of service and compensation. On
June 15, 2008, a participant in the unfunded SERP reached his participant's
payment date. In connection therewith, we recorded a settlement loss of $0.6
million in June of 2008. The corresponding distribution of $5 million was made
in July 2008. We use a January 1 measurement date for this plan.
Our UK pension plan is comprised of a defined benefit plan and a defined
contribution plan. The defined contribution benefit plan is closed to new
entrants and existing active members ceased accruing any further benefits.
In December 2007, we entered into an agreement with the International Union,
United Automobile, Aerospace and Agricultural Implement Workers of America and
its Local 365 regarding the shut down of our manufacturing operations at Long
Island City, New York, which operations were transferred to other facilities. As
part of the agreement, effective January 5, 2008, we agreed to withdraw from the
multi-employer pension plan covering our UAW employees at the Long Island City
facility. As a result, we incurred a withdrawal liability. The pension plan
withdrawal liability is related to trust asset under-performance and is payable
in a lump sum or over a period which is not to exceed 20 years. In December
2007, we recorded a charge of $3.3 million, which is our best estimate of the
withdrawal liability based upon information received from a third party actuary.
We provide certain medical and dental care benefits to eligible retired
employees. Eligibility of employees who can participate in this program is
limited to employees hired before 1996. On May 30, 2008, we announced that in
lieu of the current retiree medical and dental plans previously funded on a
pay-as-you-go basis, a Health Reimbursement Account ("HRA") will be established
beginning January 1, 2009 for each qualified retiree. The plan amendment will
effectively reduce benefits attributed to employee services already rendered and
credit a fixed amount into an HRA to cover both medical and dental costs for all
current and future eligible retirees. The remeasurement of the postretirement
welfare benefit plan as a result of these benefit modifications generated a
$24.5 million reduction in the accumulated postretirement benefit obligation on
June 1, 2008 which will be amortized on a straight-line basis and recognized as
a reduction in benefit costs over the remaining service to full eligibility (3.8
years). The annual reduction to expense over the amortization period will be
$6.4 million commencing on June 1, 2008.
-15-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
The components of net periodic benefit cost for our North America and European
defined benefit plans and post retirement benefit plans for the three months and
six months ended June 30, 2008 and 2007 were as follows (in thousands):
Three months Six months
ended June 30, Ended June 30,
PENSION BENEFITS 2008 2007 2008 2007
------- ------- ------- -------
Service cost ........................ $ (61) $ 98 $ 46 $ 196
Interest cost ....................... 144 114 279 228
Amortization of prior service cost .. 27 28 55 56
Actuarial net (gain) loss ........... 521 (28) 525 (56)
------- ------- ------- -------
Net periodic benefit cost ........... $ 631 $ 212 $ 905 $ 424
======= ======= ======= =======
Three months Six months
ended June 30, Ended June 30,
POSTRETIREMENT BENEFITS 2008 2007 2008 2007
------- ------- ------- -------
Service cost ........................ $ 188 $ 203 $ 400 $ 406
Interest cost ....................... 551 541 1,135 1,082
Amortization of prior service credit (1,246) (713) (1,959) (1,426)
Amortization of unrecognized loss ... 1 1 2 2
Actuarial net loss .................. 405 288 698 576
------- ------- ------- -------
Net periodic benefit cost ........... $ (101) $ 320 $ 276 $ 640
======= ======= ======= =======
-16-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
NOTE 10. EARNINGS PER SHARE
The following are reconciliations of the earnings available to common
stockholders and the shares used in calculating basic and dilutive net earnings
per common share (in thousands, except per share data):
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------------------------
2008 2007 2008 2007
-------- -------- -------- --------
BASIC NET EARNINGS (LOSS) PER COMMON SHARE:
Earnings (loss) from continuing operations ................. $ (772) $ 5,656 $ 12,575 $ 8,592
Loss from discontinued operation ........................... (323) (279) (649) (628)
-------- -------- -------- --------
Net earnings (loss) available to common
stockholders ........................................... $ (1,095) $ 5,377 $ 11,926 $ 7,964
======== ======== ======== ========
Weighted average common shares outstanding ............ 18,332 18,781 18,320 18,617
Net earnings (loss) from continuing operations per common
share ................................................. $ (0.04) $ 0.30 $ 0.69 $ 0.46
Loss from discontinued operations per common share ......... (0.02) (0.01) (0.04) (0.03)
-------- -------- -------- --------
Basic net earnings (loss) per common share ................. $ (0.06) $ 0.29 $ 0.65 $ 0.43
======== ======== ======== ========
DILUTED NET EARNINGS (LOSS) PER COMMON SHARE:
Earnings (loss) from continuing operations ................. $ (772) $ 5,656 $ 12,575 $ 8,592
Interest income on debenture conversions (increase is net of
income tax expense) .................................... -- -- 1,822 --
-------- -------- -------- --------
Earnings (loss) from continuing operations plus assumed
conversions ............................................ (772) 5,656 14,397 8,592
Loss from discontinued operation ........................... (323) (279) (649) (628)
-------- -------- -------- --------
Net earnings (loss) available to common stockholders plus
assumed conversions .................................... $ (1,095) $ 5,377 $ 13,748 $ 7,964
======== ======== ======== ========
Weighted average common shares outstanding - Basic .... 18,332 18,781 18,320 18,617
PLUS INCREMENTAL SHARES FROM ASSUMED CONVERSIONS:
Dilutive effect of restricted stock ................... 53 65 42 65
Dilutive effect of stock options ...................... -- 95 -- 92
Dilutive effect of convertible debentures ............. -- -- 2,796 --
-------- -------- -------- --------
Weighted average common shares outstanding - Diluted .. 18,385 18,941 21,158 18,774
======== ======== ======== ========
Net earnings (loss) from continuing operations per common
share ................................................ $ (0.04) $ 0.30 $ 0.68 $ 0.46
Loss from discontinued operations per common share ......... (0.02) (0.02) (0.03) (0.04)
-------- -------- -------- --------
Diluted net earnings (loss) per common share ............... $ (0.06) $ 0.28 $ 0.65 $ 0.42
======== ======== ======== ========
-17-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
The shares listed below were not included in the computation of diluted earnings
per share because to do so would have been anti-dilutive for the periods
presented (in thousands).
Three Months Ended Six Months Ended
June 30, June 30,
-----------------------------------
2008 2007 2008 2007
---- ---- ---- ----
Stock options............................... 567 6 567 6
Convertible debentures..................... 2,796 2,796 -- 2,796
NOTE 11. COMPREHENSIVE INCOME
Comprehensive income, net of income tax expense is as follows (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
2008 2007 2008 2007
-------- -------- -------- --------
Net earnings (loss) as reported ................. $ (1,095) $ 5,377 $ 11,926 $ 7,964
Foreign currency translation adjustment ......... (238) 1,612 (798) 1,761
Postretirement benefit plans:
Plan amendment adjustment .................... 14,708 -- 14,708 --
Reclassification adjustment for recognition of
prior period amounts ..................... (318) -- (336) --
Unrecognized amounts ......................... (511) -- (511) (1)
-------- -------- -------- --------
Total comprehensive income ...................... $ 12,546 $ 6,989 $ 24,989 $ 9,724
======== ======== ======== ========
NOTE 12. INDUSTRY SEGMENTS
The following tables show our net sales and operating income by our operating
segments (in thousands):
Three Months Ended June 30,
-----------------------------------------------------------
2008 2007
---------------------------- -----------------------------
OPERATING INCOME OPERATING INCOME
NET SALES (LOSS) NET SALES (LOSS)
---------- ---------------- ----------- ----------------
Engine Management ........ $138,482 $ 4,024 $138,096 $ 12,833
Temperature Control ...... 61,489 3,172 63,612 3,667
Europe ................... 12,563 373 11,196 595
All Other ................ 2,809 (3,040) 4,046 (4,289)
-------- -------- -------- --------
Consolidated ............. $215,343 $ 4,529 $216,950 $ 12,806
======== ======== ======== ========
-18-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
Six Months Ended June 30,
-----------------------------------------------------------
2008 2007
---------------------------- -----------------------------
OPERATING INCOME OPERATING INCOME
NET SALES (LOSS) NET SALES (LOSS)
---------- ---------------- ----------- ----------------
Engine Management ........ $281,844 $ 13,214 $275,526 $ 23,930
Temperature Control ...... 111,062 2,368 114,138 5,626
Europe ................... 23,807 869 21,689 1,379
All Other ................ 6,714 (7,596) 5,412 (9,663)
-------- -------- -------- --------
Consolidated ............. $423,427 $ 8,855 $416,765 $ 21,272
======== ======== ======== ========
NOTE 13. COMMITMENTS AND CONTINGENCIES
ASBESTOS. In 1986, we acquired a brake business, which we subsequently sold in
March 1998 and which is accounted for as a discontinued operation. 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 June 30, 2008, approximately 3,560 cases were
outstanding for which we were responsible for any related liabilities. We expect
the outstanding cases to increase gradually due to legislation in certain states
mandating minimum medical criteria before a case can be heard. Since inception
in September 2001 through June 30, 2008, the amounts paid for settled claims are
approximately $6.5 million. In September 2007, we entered into an agreement with
an insurance carrier to provide us with limited insurance coverage for the
defense and indemnity costs associated with certain asbestos-related claims. We
have submitted various asbestos-related claims to the insurance carrier for
coverage under this agreement.
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. As is our accounting policy, we engage actuarial consultants with
experience in assessing asbestos-related liabilities 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 into the future; (3) an analysis of our currently pending
claims; and (4) an analysis of our settlements to date in order to develop
average settlement values.
The most recent actuarial study was performed as of August 31, 2007. The updated
study has estimated an undiscounted liability for settlement payments, excluding
legal costs, ranging from $23.8 million to $55.2 million for the period through
2050. The change from the prior year study was a $1.7 million increase for the
low end of the range and a $1.3 million increase for the high end of the range.
Based on the information contained in the actuarial study and all other
available information considered by us, 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 2050 in our consolidated financial statements.
Accordingly, an incremental $2.8 million provision in our discontinued operation
was added to the asbestos accrual in September 2007 increasing the reserve to
approximately $23.8 million. According to the updated study, legal costs, which
are expensed as incurred and reported in earnings (loss) from discontinued
operation in the accompanying statement of operations, are estimated to range
from $18.7 million to $32.6 million during the same period.
-19-
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
We plan to perform an annual actuarial evaluation during the third quarter of
each year for the foreseeable future. Given the uncertainties associated with
projecting such matters into the future and other factors outside our control,
we can give no assurance that additional provisions will not be required. We
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.
ANTITRUST LITIGATION. In November 2004, we were served with a summons and
complaint in the U.S. District Court for the Southern District of New York by
The Coalition For A Level Playing Field, which is an organization comprised of a
large number of auto parts retailers. The complaint alleges antitrust violations
by us and a number of other auto parts manufacturers and retailers and seeks
injunctive relief and unspecified monetary damages. In August 2005, we filed a
motion to dismiss the complaint, following which the plaintiff filed an amended
complaint dropping, among other things, all claims under the Sherman Act. The
remaining claims allege violations of the Robinson-Patman Act. Motions to
dismiss those claims were filed by us in February 2006. Plaintiff filed
opposition to our motions, and we subsequently filed replies in June 2006. Oral
arguments were originally scheduled for September 2006, however the court
adjourned these proceedings until a later date to be determined. Subsequently,
the judge initially assigned to the case recused himself, and a new judge has
been assigned before whom further preliminary proceedings have been held.
Although we cannot predict the ultimate outcome of this case or estimate the
range of any potential loss that may be incurred in the litigation, we believe
that the lawsuit is without merit, deny all of the plaintiff's allegations of
wrongdoing and believe we have meritorious defenses to the plaintiff's claims.
We intend to defend vigorously this lawsuit.
OTHER LITIGATION. 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.
WARRANTIES. 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, 2008
and 2007, we have accrued $13.1 million and $14.7 million, respectively, for
estimated product warranty claims included in accrued customer returns. The
accrued product warranty costs are based primarily on historical experience of
actual warranty claims.
The following table provides the changes in our product warranties (in
thousands):
---------------------------------- ----------
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------------------------
2008 2007 2008 2007
-------- -------- -------- --------
Balance, beginning of period ............. $ 11,141 $ 11,904 $ 11,317 $ 11,704
Liabilities accrued for current year sales 13,372 13,860 23,914 26,398
Settlements of warranty claims ........... (11,398) (11,049) (22,116) (23,387)
-------- -------- -------- --------
Balance, end of period ................... $ 13,115 $ 14,715 $ 13,115 $ 14,715
======== ======== ======== ========
-20-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS MADE PURSUANT TO THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
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 AND 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, 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;
CHANGES IN THE PRODUCT MIX AND DISTRIBUTION CHANNEL MIX; 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 AND
ENVIRONMENTAL LIABILITY MATTERS (INCLUDING, WITHOUT LIMITATION, THOSE RELATED TO
ASBESTOS-RELATED CONTINGENT LIABILITIES OR ENVIRONMENTAL REMEDIATION
LIABILITIES); AS WELL AS OTHER RISKS AND UNCERTAINTIES, SUCH AS THOSE DESCRIBED
UNDER RISK FACTORS, QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
AND THOSE DETAILED HEREIN AND FROM TIME TO TIME IN THE FILINGS OF THE COMPANY
WITH THE SEC. FORWARD-LOOKING STATEMENTS ARE MADE ONLY AS OF THE DATE HEREOF,
AND THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE THE FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
IN ADDITION, HISTORICAL INFORMATION SHOULD NOT BE CONSIDERED AS AN INDICATOR OF
FUTURE PERFORMANCE. THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH
THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO,
INCLUDED ELSEWHERE IN THIS REPORT.
BUSINESS OVERVIEW
We are 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 place significant emphasis on improving our financial performance by
achieving operating efficiencies and improving asset utilization, while
maintaining product quality and high customer order fill rates. We intend to
continue to improve our operating efficiency and cost position by focusing on
company-wide overhead and operating expense cost reduction programs, such as
closing excess facilities and consolidating redundant functions. In that regard,
we are closing our Puerto Rico manufacturing facility, integrating operations in
Mexico, and have closed our Fort Worth, Texas and Long Island City, New York
manufacturing operations.
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
and customer inventories. 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.
-21-
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 have traditionally
offered a pre-season selling program, known as our "Spring Promotion," in which
customers are offered longer payment terms.
INVENTORY MANAGEMENT. 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 (which are
generally limited to a specified percentage of their annual purchases from us)
in the event that they have overstocked their inventories. We accrue for
overstock returns as a percentage of sales, after giving consideration to recent
returns history.
In order to better control warranty and overstock return levels, 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. Despite the additional
controls, in the fourth quarter of 2007, we experienced significant overstock
returns as customers reduced their working capital levels in response to a
difficult economic climate. During 2008, we are establishing reserves for
overstock returns which reflect the impact of the significant returns
experienced in the fourth quarter of 2007. 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 provide acceptable proof that complete AC system repair was
performed.
DISCOUNTS, ALLOWANCES AND INCENTIVES. In connection with our sales activities,
we offer a variety of usual customer discounts, allowances and incentives.
First, we offer cash discounts for paying invoices in accordance with the
specified discounted terms of the invoice. Second, we offer pricing discounts
based on volume and different product lines purchased from us. These discounts
are principally in the form of "off-invoice" discounts and are immediately
deducted from sales at the time of sale. For those customers that choose to
receive a payment on a quarterly basis instead of "off-invoice," we accrue for
such payments as the related sales are made and reduce sales accordingly.
Finally, rebates and discounts are provided to customers as advertising and
sales force allowances, and allowances for warranty and overstock returns are
also provided. 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. We account for these discounts and
allowances as a reduction to revenues, and record them when sales are recorded.
INTERIM RESULTS OF OPERATIONS:
COMPARISON OF THREE MONTHS ENDED JUNE 30, 2008 TO THREE MONTHS ENDED
JUNE 30, 2007
SALES. Consolidated net sales for the three months ended June 30, 2008 were
$215.3 million, a decrease of $1.7 million, or 0.7%, compared to $217 million in
the same period of 2007. The decrease in consolidated net sales resulted
primarily from decreases in net sales of $2.1 million in our Temperature Control
Segment and $1.2 million in our Other Operating Segment, which consists
primarily of our Canadian operations, partially offset by growth in our European
Operations which recorded an increase in net sales of $1.4 million or 12.2% as a
result of increased sales volumes due to new product introductions. The decline
in Temperature Control and the Other Operating Segment net sales was the result
of further price reductions initiated in 2008 to compete against low cost
Chinese imports of new compressors partially offset by a favorable change in
foreign currency exchange rates in our Canadian operations as compared to the
second quarter of 2007.
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GROSS MARGINS. Gross margins, as a percentage of consolidated net sales,
decreased to 22.6% in the second quarter of 2008, compared to 26.1% in the
second quarter of 2007. The decrease resulted primarily from decreases in Engine
Management margins of 5.2 percentage points and Temperature Control margins of
1.1 percentage points. The decrease in the Engine Management margin was
primarily due to unabsorbed overhead during our planned closure of two
manufacturing facilities, start up and training costs at our new Mexico
facility, and an increase in sales from our OES customers with lower margins.
The Temperature Control Segment's 1.1 percentage point decrease resulted
primarily from price reductions initiated in 2008 to compete against low cost
Chinese imports.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses (SG&A) decreased by $0.6 million to $42.7 million in the
second quarter of 2008, as compared to $43.3 million in the second quarter of
2007. As a percentage of net sales, SG&A expenses decreased to 19.8% in the
second quarter of 2008 as compared to 20% in the comparable period in 2007.
RESTRUCTURING AND INTEGRATION EXPENSES. Restructuring and integration expenses
increased to $1.4 million in the second quarter of 2008, compared to $0.6
million in the second quarter of 2007. The 2008 expenses related primarily to
charges incurred for severance and related costs in connection with the shutdown
of our Long Island City, New York manufacturing operations. Restructuring and
integration expense for the second quarter of 2007 related primarily to charges
in connection with the closure of our Puerto Rico manufacturing operations.
OPERATING INCOME. Operating income, was $4.5 million in the second quarter of
2008, compared to $12.8 million in the second quarter of 2007. The decrease of
$8.3 million was due primarily to lower gross margins as a percentage of sales
driven by higher manufacturing costs from unabsorbed overhead during our planned
transition to new manufacturing facilities and higher restructuring and
integration expenses.
OTHER INCOME, NET. Other income, net in the second quarter of 2008 was $0.8
million lower than other income, net in the same period in 2007. Other income,
net in the second quarter of 2008 included recognition of the deferred gain on
the sale of our Long Island City, New York property and foreign exchange gains,
which gains were offset by losses from our joint ventures and from the disposal
of certain of our fixed assets.
INTEREST EXPENSE. Interest expense decreased by $1.4 million in the second
quarter 2008 compared to the same period in 2007 mainly due to lower borrowing
costs as a result of the interest rate benefit on our restated credit agreement
entered into in March 2007.
INCOME TAX PROVISION. The income tax provision was $1.9 million in the second
quarter of 2008 compared to $3.1 million for the same period in 2007. The income
tax provision in the second quarter of 2008 includes the tax impact of the
non-deductibility of a portion of the $5 million distribution to a participant
in the unfunded supplemental executive retirement plan and a tollgate tax on our
operations in Puerto Rico. The effective tax rate for the second quarter of 2007
was 35.7%
LOSS FROM DISCONTINUED OPERATION. Loss from discontinued operation, net of tax,
reflects legal expenses associated with our asbestos related liability. We
recorded $0.3 million as a loss from discontinued operation for the second
quarter of 2008 and 2007. As discussed more fully in Note 13 in the notes to our
consolidated financial statements, we are responsible for certain future
liabilities relating to alleged exposure to asbestos containing products.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 2008 TO SIX MONTHS ENDED JUNE 30, 2007
SALES. Consolidated net sales for the six months ended June 30, 2008 were $423.4
million, an increase of $6.6 million, or 1.6%, compared to $416.8 million in the
same period of 2007. The increase in consolidated net sales resulted primarily
from growth in Engine Management net sales which increased $6.3 million or 2.3%,
an increase of $2.1 million in our European Segment and $1.3 million in our
Other Operating Segment, which consists primarily of our Canadian operations,
-23-
partially offset by a decrease in net sales of $3.1 million or 2.7% in our
Temperature Control Segment. The Engine Management sales growth was mainly due
to continued sales volume increases from our OES customers. The European Segment
witnessed increased sales volumes due to new product introductions and our Other
Operating Segment benefited from increased volumes and a favorable change in
foreign currency exchange rates as compared to 2007 in our Canadian business.
The decline in Temperature Control net sales is the result of further price
reductions initiated in 2008 to compete against low cost Chinese imports.
GROSS MARGINS. Gross margins, as a percentage of consolidated net sales,
decreased to 23.6% for the six months ended June 30, 2008 compared to 26% in the
same period of 2007. The lower gross margin resulted from decreases in Engine
Management margins of 3 percentage points, Temperature Control margins of 3.1
percentage points offset, in part, by a 0.6 percentage point increase in margin
in our European Segment. The decrease in the Engine Management margin was
primarily due to unabsorbed fixed costs in our planned closure of the Puerto
Rico and Long Island City, New York manufacturing plants, start up and training
costs at our new Mexico plant, and an increase in sales from our OES customers
with lower margins. Temperature Control's gross margin decrease resulted
primarily from price reductions initiated in 2008 and changes in product mix
where sales of lower margin products have increased. Europe's increase in gross
margin was due to increased volumes, higher margin sales from our Kerr Nelson
acquisition, and a shift in raw material procurements from Asia.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses (SG&A) increased by $0.7 million to $86.8 million in the
first six months of 2008, as compared to $86.1 million for the six months ended
June 30, 2007. As a percentage of net sales, SG&A expenses decreased to 20.5% in
the first six months of 2008 as compared to 20.6% in the comparable period in
2007.
RESTRUCTURING AND INTEGRATION EXPENSES. Restructuring and integration expenses
increased to $4.2 million for the six months ended June 30, 2008, compared to
$1.2 million in the same period of 2007. The 2008 expenses related primarily to
charges incurred for severance and related costs in connection with the shutdown
of our Long Island City, New York manufacturing operations. Restructuring and
integration expense for 2007 related primarily to charges in connection with the
closure of our Puerto Rico manufacturing operations.
OPERATING INCOME. Operating income was $8.9 million in the first six months of
2008, compared to $21.3 million in 2007. The decrease of $12.4 million was due
primarily to lower gross margins as a percentage of sales driven by higher cost
of goods sold due to unabsorbed fixed costs during our planned transition to new
manufacturing facilities, and increased restructuring and integration expenses
which more than offset the increase in consolidated net sales.
OTHER INCOME, NET. Other income, net increased to $20.4 million for the six
months ended June 30, 2008, compared to $1 million in the same period of 2007.
During 2008, we completed the sale of our Long Island City, New York property
for a purchase price of $40.6 million resulting in a recognized gain in 2008 of
$21.3 million, offset partially by a $1.4 million charge related to the
defeasance of our mortgage on the property.
INTEREST EXPENSE. Interest expense decreased by $2 million in the six months
ended June 30, 2008, compared to the same period in 2007 mainly due to lower
borrowing costs as a result of a reduction in the interest rate on our restated
credit agreement entered into in March 2007.
INCOME TAX PROVISION. The income tax provision was $9.3 million for the six
months ended June 30, 2008, compared to $4.4 million for the same period in
2007. The increase was due to higher earnings and a higher effective tax rate
for the six months of 2008, which is 42.6% in 2008 compared to 33.8% in the same
period of 2007. The 2008 rate was higher primarily due to the differences in the
mix of domestic and foreign earnings as a result of the gain on the sale of the
Long Island City, New York property, the tax impact of the non-deductibility of
a portion of the $5 million distribution to a participant in the unfunded
supplemental executive retirement plan, and a tollgate tax on our operations in
Puerto Rico. The 2007 rate was reduced by a benefit from discreet items.
-24-
LOSS FROM DISCONTINUED OPERATION. Loss from discontinued operation, net of tax,
reflects legal expenses associated with our asbestos related liability. We
recorded $0.6 million as a loss from discontinued operation for the six months
ended 2008 and 2007. As discussed more fully in Note 13 in the notes to our
consolidated financial statements, we are responsible for certain future
liabilities relating to alleged exposure to asbestos containing products.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES. During the first six months of 2008, cash used in
operations amounted to $49.2 million compared to cash used in operations of
$39.5 million in the same period of 2007. The year-over- year increase in cash
used in operations is primarily the result of an increase in operating working
capital. Due to the seasonality in our business, operating working capital tends
to build during the first half of the year before peaking near the end of the
second quarter which is reflected by the increase in accounts receivable. This
was partially offset by the reduction in inventory levels built up in
preparation for our production facility moves.
INVESTING ACTIVITIES. Cash provided by investing activities was $32 million in
the first six months of 2008, compared to cash used in investing activities of
$6 million in the first six months of 2007. Cash provided by investing
activities in 2008 includes $37.3 million in net cash proceeds from the sale of
the Long Island City, New York property. Capital expenditures in the first six
months of 2008 were $5.3 million compared to $6.1 million in the comparable
period last year.
FINANCING ACTIVITIES. Cash provided by financing activities was $17.3 million in
the first six months of 2008, compared to cash provided by financing activities
of $43.2 million in the same period of 2007. The decrease is primarily due to
the reduction in borrowings under our line of credit reflecting the impact of
the net cash proceeds received from the sale of the Long Island City, New York
property, of which a portion was used to defease the remaining $7.8 million
mortgage loan on the property and to repay debt. In addition, there was no
exercise activity in employee stock options during the first six months of 2008
compared to 2007 activity for the same period that resulted in $4.2 million of
proceeds.
In March 2007, we entered into a Second Amended and Restated Credit Agreement
with General Electric Capital Corporation, as agent, and a syndicate of lenders
for a secured revolving credit facility. The restated credit agreement provides
for a line of credit of up to $275 million (inclusive of the Canadian term loan
described below) and expires in 2012. The restated credit agreement also
provides a $50 million accordion feature, which would allow us to expand the
facility. Direct borrowings under the restated credit agreement bear interest at
the LIBOR rate plus the applicable margin (as defined), or floating at the index
rate plus the applicable margin, at our option. The interest rate may vary
depending upon our borrowing availability. The restated credit agreement is
guaranteed by certain of our subsidiaries.
Borrowings under the restated credit agreement are collateralized by
substantially all of our assets, including accounts receivable, inventory and
fixed assets, and those of certain of our subsidiaries. After taking into
account outstanding borrowings under the restated credit agreement, there was an
additional $97.3 million available for us to borrow pursuant to the formula at
June 30, 2008, of which $30 million is reserved for repayment, repurchase or
redemption, as the case may be, of the aggregate outstanding amount of our
convertible debentures. At June 30, 2008 and December 31, 2007, the interest
rate on our restated credit agreement was 3.7% and 6.4%, respectively.
Outstanding borrowings under the restated credit agreement (inclusive of the
Canadian term loan described below), which are classified as current
liabilities, were $174.3 million and $148.7 million at June 30, 2008 and
December 31, 2007, respectively.
At any time our borrowing availability in the aggregate is less than $30 million
and until such time that we have maintained an average borrowing availability in
the aggregate of $30 million or greater for a continuous period of 90 days, the
terms of our restated credit agreement provide for, among other provisions,
financial covenants requiring us, on a consolidated basis, (1) to maintain
specified levels of fixed charge coverage at the end of each fiscal quarter
(rolling twelve months), and (2) to limit capital expenditure levels. As of June
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30, 2008, we were not subject to these covenants. Availability under our
restated credit agreement is based on a formula of eligible accounts receivable,
eligible inventory and eligible fixed assets. In addition, the restated credit
agreement provides that, beginning on January 15, 2008 and on a quarterly basis
thereafter, $15 million of our borrowing availability shall be reserved for the
repayment, repurchase or redemption, as the case may be, of the aggregate
outstanding amount of our convertible debentures. Our restated credit agreement
also permits dividends and distributions by us provided specific conditions are
met.
In March 2007, we amended our credit agreement with GE Canada Finance Holding
Company, for itself and as agent for the lenders. The amended credit agreement
provides for a line of credit of up to $12 million, of which $7 million is
currently outstanding and which amount is part of the $275 million available for
borrowing under our restated credit agreement with General Electric Capital
Corporation (described above). The amended credit agreement is guaranteed and
secured by us and certain of our wholly-owned subsidiaries and expires in 2012.
Direct borrowings under the amended credit agreement bear interest at the same
rate as our restated credit agreement with General Electric Capital Corporation
(described above).
Our European subsidiary has revolving credit facilities which, at June 30, 2008,
provide for a line of credit up to $10.1 million. The amount of short-term bank
borrowings outstanding under these facilities was $9 million on June 30, 2008
and $8 million on December 31, 2007. The weighted average interest rate on these
borrowings on June 30, 2008 was 6.2% and December 31, 2007 was 6.7%.
In July 1999, we issued convertible debentures, payable semi-annually, in the
aggregate principal amount of $90 million. The debentures carry an interest rate
of 6.75%, payable semi-annually. The debentures are convertible into 2,796,120
shares of our common stock, and mature on July 15, 2009. We may, from time to
time, repurchase the debentures in the open market, or through privately
negotiated transactions, on terms that we believe to be favorable with any gains
or losses as a result of the difference between the net carrying amount and the
reacquisition price recognized in the period of extinguishment. We intend to
fund any such purchases from available cash and cash flows. Any such settlements
may be suspended or discontinued at any time. In July 2008, we repurchased $7.6
million principal amount of the debentures resulting in a gain recorded on the
repurchase of $0.6 million, which will be recorded in the third quarter of 2008.
In order to reduce our accounts receivable balances and improve our cash flow,
we sold undivided interests in certain of our receivables to financial
institutions. We entered these agreements at our discretion when we determined
that the cost of factoring was less than the cost of servicing our receivables
with existing debt. Pursuant to these agreements, we sold $28 million of
receivables during the second quarter of 2008. Under the terms of the
agreements, we retain no rights or interest, have no obligations with respect to
the sold receivables and do not service the receivables after the sale. As such,
these transactions are being accounted for as a sale in accordance with SFAS No.
140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities." A loss in the amount of $0.3 million related to
the sale of receivables is included in selling, general and administrative
expense in our consolidated statement of operations for the three and six months
ended June 30, 2008.
Our profitability and working capital requirements are seasonal due to the sales
mix of Temperature Control products. Our 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
financing needs over the next twelve months. We continue to evaluate alternative
sources to further improve the liquidity of our business and to fund the
repayment, repurchase or redemption, as the case may be, of the aggregate
outstanding amount of our convertible debentures.
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The following is an updated summary of our contractual commitments as of
December 31, 2007 to reflect the defeasance of our mortgage loan and new lease
agreement relating to our Long Island City, New York facility:
--------------------------------------------------------------------------
IN THOUSANDS) 2008 2009 2010 2011 2012 2013-2022 TOTAL
----------------------------------------------------------------------------------------------------------
Principal payments of
long term debt (1) ........ $ 130 $ 90,149 $ 126 $ 119 $ 119 $ 21 $ 90,664
Operating leases (1) ........ 10,272 9,392 6,770 5,731 5,178 21,977 59,320
Post retirement benefits .... 5,764 1,021 1,059 1,076 1,110 11,253 21,283
Severance payments related
to restructuring and
integration 2,219 739 311 311 280 1,975 5,835
-------- -------- -------- -------- -------- -------- --------
Total commitments.. $ 18,385 $101,301 $ 8,266 $ 7,237 $ 6,687 $ 35,226 $177,102
======== ======== ======== ======== ======== ======== ========
(1) In March 2008, in connection with the closing of the sale of our Long
Island City, New York property the remaining balance of the $7.8 million
mortgage loan was defeased and we entered into a lease agreement with the
purchaser whereby we would lease space at the property. The initial term of
the lease is ten years and contains four 5-year renewal options. During
approximately the first twelve months of the lease term, we will make
initial annual rent payments of approximately $2.6 million. Thereafter, we
expect to reduce our leased space to 1.5 floors, and the annual rent
payments will decrease to approximately $1.1 million. Refer to Note 4 in
the notes to our consolidated financial statements for further details.
SUMMARY OF SIGNIFICANT 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. There have been no material changes to our critical
accounting policies and estimates from the information provided in Note 1 of the
notes to our consolidated financial statements in our Annual Report on Form 10-K
for the year ended December 31, 2007. You should be aware that preparation of
our consolidated quarterly financial statements in this Report requires us to
make estimates and assumptions that affect the reported amount of assets and
liabilities, the 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 periods. We can give no assurances that actual
results will not differ from those estimates.
REVENUE RECOGNITION - Revenue is recognized when products are shipped and title
has been transferred to a customer, the sales price is fixed and determinable,
and collection is reasonably assured. For some of our sales of remanufactured
products, we also charge our customers a deposit for the return of a used core
component which we can use in our future remanufacturing activities. Such
deposit is not recognized as revenue but rather carried as a core liability. The
liability is extinguished when a core is actually returned to us. We estimate
and record provisions for cash discounts, quantity rebates, sales returns and
warranties in the period the sale is recorded, based upon our prior experience
and current trends. As described below, significant management judgments and
estimates must be made and used in estimating sales returns and allowances
relating to revenue recognized in any accounting period.
INVENTORY VALUATION - Inventories are valued at the lower of cost or market.
Cost is 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.
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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.
We utilize cores (used parts) in our remanufacturing processes for air
conditioning compressors. The production of air conditioning compressors
involves the rebuilding of used cores, which we acquire generally either in
outright purchases or from returns pursuant to an exchange program with
customers. Under such exchange programs, we reduce our inventory, through a
charge to cost of sales, when we sell a finished good compressor, and put back
to inventory at standard cost through a credit to cost of sales the used core
exchanged at the time it is eventually received from the customer.
SALES RETURNS AND OTHER ALLOWANCES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS -
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, 2008, the
allowance for sales returns was $27.4 million. Similarly, management must make
estimates of the collectability 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, 2008, the allowance for doubtful
accounts and for discounts was $10.6 million.
NEW CUSTOMER ACQUISITION COSTS - New customer acquisition costs refer to
arrangements pursuant to which we incur change-over costs to induce a new
customer to switch from a competitor's brand. In addition, change-over costs
include the costs related to removing the new customer's inventory and replacing
it with our inventory commonly referred to as a stocklift. New customer
acquisition costs are recorded as a reduction to revenue when incurred.
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 expense 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 it is more likely than not that the
deferred tax assets will not be recovered, we must establish a valuation
allowance. To the extent we establish a valuation allowance or increase or
decrease this allowance in a period, we must include an expense or recovery,
respectively, within the tax provision in the statement of operations.
Significant management judgment is required in determining the adequacy of 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,
2008, we had a valuation allowance of $26.8 million, due to uncertainties
related to our ability to utilize some of our deferred tax assets. The
assessment of the adequacy of our 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.
In the event that actual results differ from these estimates, or we adjust these
estimates in future periods for current trends or expected changes in our
estimating assumptions, we may need to modify the level of valuation allowance
which could materially impact our business, financial condition and results of
operations.
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In accordance with the provisions of SFAS Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes, an Interpretation of FASB Statement No.109," we
recognize in our financial statements only those tax positions that meet the
more-likely-than-not-recognition threshold. We establish tax reserves for
uncertain tax positions that do not meet this threshold. Interest and penalties
associated with income tax matters are included in the provision for income
taxes in our consolidated statement 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. With respect to goodwill, we test for impairment at least annually
in the fourth quarter of each year as part of our annual budgeting process.
Factors we consider important, which could trigger an impairment review, include
the following: (a) significant underperformance relative to expected historical
or projected future operating results; (b) significant changes in the manner of
our use of the acquired assets or the strategy for our overall business; and (c)
significant negative industry or economic trends. We review the fair values of
each of our reporting units using the discounted cash flows method and market
multiples.
In the event our planning assumptions were modified resulting in impairment to
our assets, we would be required to include an expense in our statement of
operations, which could materially impact our business, financial condition and
results of operations.
RETIREMENT AND POST-RETIREMENT MEDICAL BENEFITS - Each year, we calculate the
costs of providing retiree benefits under the provisions of SFAS 87, "Employers'
Accounting for Pensions" and SFAS 106, "Employers' Accounting for
Post-Retirement Benefits Other than Pensions." The key assumptions used in
making these calculations are the eligibility criteria of participants, the
discount rate used to value the future obligation, and expected return on plan
assets. 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. Under SFAS Staff Position
No.106-2, "Accounting and Disclosure Requirements Related to the Medicare
Prescription Drug, Improvement and Modernization Act of 2003," we have concluded
that our post-retirement plan is actuarially equivalent to the Medicare Part D
benefit and accordingly we recognize subsidies from the federal government in
the measurement of the accumulated post-retirement benefit obligation pursuant
to the requirements of SFAS 106, "Employers' Accounting for Post-Retirement
Benefits Other Than Pensions."
ENVIRONMENTAL RESERVES - We are subject to various U.S. federal and state and
local environmental laws and regulations and are involved in certain
environmental remediation efforts. We estimate and accrue our liabilities
resulting from such matters based upon a variety of factors including the
assessments of environmental engineers and consultants who provide estimates of
potential liabilities and remediation costs.
Our aggregate environmental related accrual as of June 30, 2008 of $2.2 million
declined $0.2 million from an accrual of $2.4 million as of March 31, 2008
reflecting the impact of cash payments made during the quarter. The
environmental related accrual relates primarily to the Long Island City, New
York property. Such estimates may or may not include potential recoveries from
insurers or other third parties and are not discounted to reflect the time value
of money due to the uncertainty in estimating the timing of the expenditures,
which may extend over several years. We did not incur any environmental
remediation expense for the quarter ended June 30, 2008.
ASBESTOS RESERVE - We are responsible for certain future liabilities relating to
alleged exposure to asbestos-containing products. In accordance with our
accounting policy, our most recent actuarial study as of August 31, 2007
estimated an undiscounted liability for settlement payments, excluding legal
costs, ranging from $23.8 million to $55.2 million for the period through 2050.
As a result, in September 2007 an incremental $2.8 million provision in our
discontinued operation was added to the asbestos accrual increasing the reserve
to approximately $23.8 million as of that date. Based on the information
contained in the actuarial study and all other available information considered
by us, we concluded that no amount within the range of settlement payments was
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more likely than any other and, therefore, recorded the low end of the range as
the liability associated with future settlement payments through 2050 in our
consolidated financial statements. In addition, according to the updated study,
legal costs, which are expensed as incurred and reported in earnings (loss) from
discontinued operation, are estimated to range from $18.7 million to $32.6
million during the same period. We plan to perform an 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 continue to 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 operation.
The aforementioned estimated settlement payments and legal costs do not reflect
any limited coverage that we may obtain pursuant to an agreement with an
insurance carrier for certain asbestos-related claims. See Note 13 of notes to
our consolidated financial statements.
OTHER LOSS RESERVES - We have 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
FAIR VALUE MEASUREMENTS
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." SFAS
157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurement. This statement applies under other accounting pronouncements
that require or permit fair value measurements and does not require any new fair
value measurements. SFAS 157 is effective for the fiscal year beginning after
November 15, 2007, which for us is the year ending December 31, 2008. As of
January 1, 2008, we adopted SFAS 157. The adoption of SFAS 157 did not impact
our consolidated financial statements in any material respect.
In December 2007, the FASB issued FSP FAS 157-b to defer SFAS 157's effective
date for all non-financial assets and liabilities, except those items recognized
or disclosed at fair value on an annual or more frequently recurring basis,
until years beginning after November 15, 2008. Derivatives measured at fair
value under FAS 133 were not deferred under FSP FAS 157-b. We are assessing the
impact, if any, which the adoption of FSP FAS 157-b will have on our
consolidated financial position, results of operations and cash flows.
FAIR VALUE OPTIONS FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS 159"), including an amendment
of FASB Statement No. 115. SFAS 159 permits an entity to measure certain
financial assets and financial liabilities at fair value. The Statement's
objective is to improve financial reporting by allowing entities to mitigate
volatility in reported earnings caused by the measurement of related assets and
liabilities using different attributes, without having to apply complex hedge
accounting provisions. Entities that elect the fair value option will report
unrealized gains and losses in earnings at each subsequent reporting date. The
new Statement establishes presentation and disclosure requirements to help
financial statement users understand the effect of the entity's election on its
earnings, but does not eliminate disclosure requirements of other accounting
standards. SFAS 159 is effective as of the beginning of the first fiscal year
that begins after November 15, 2007, and is effective for us as of January 1,
2008. The adoption of SFAS 159 did not impact our consolidated financial
statements in any material respect.
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BUSINESS COMBINATIONS
In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations"
("SFAS 141R"). SFAS 141R establishes principles and requirements for how the
acquirer of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree. SFAS 141R also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. SFAS 141R is
effective for the fiscal year beginning after December 15, 2008, which for us is
the fiscal year beginning January 1, 2009. SFAS 141R will have an impact on the
manner in which we account for future acquisitions beginning in the fiscal year
2009.
NON-CONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS
In December 2007, the FASB issued SFAS No. 160, "Non-Controlling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51" ("SFAS 160").
SFAS 160 establishes accounting and reporting standards for the non-controlling
interest in a subsidiary and for the deconsolidation of a subsidiary. It
clarifies that a non-controlling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. SFAS 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008, which for us is the fiscal year beginning January 1, 2009. We are
assessing the impact, if any, which the adoption of SFAS 160 will have on our
consolidated financial position, results of operations and cash flows.
DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities," ("SFAS 161"). This Statement requires
enhanced disclosures about an entity's derivative and hedging activities and
thereby improves the transparency of financial reporting. This Statement is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, which for us is the fiscal year beginning
January 1, 2009. We are assessing the impact, if any, which the adoption of SFAS
161 will have on our financial statement disclosures.
CONVERTIBLE DEBT INSTRUMENTS
In May 2008, the FASB issued FASB Staff Position APB 14-1, "Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion" ("FSP
APB 14-1") which requires issuers of convertible debt that may be settled wholly
or partly in cash to account for the debt and equity components separately. This
FSP is effective for fiscal years beginning after December 15, 2008, which for
us is the fiscal year beginning January 1, 2009 and must be applied
retrospectively to all periods presented. We are assessing the impact, if any,
which the adoption of FSP APB 14-1 will have on our financial statements.
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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. Our
exposure to foreign exchange rate risk is due to certain costs, revenues and
borrowings being denominated in currencies other than one of our 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 have exchange rate exposure, primarily, with respect to the Canadian dollar,
the British Pound, the Euro and the Hong Kong dollar. As of June 30, 2008 and
December 31, 2007, our monetary assets and liabilities which are subject to this
exposure are immaterial, therefore the potential immediate loss to us that would
result from a hypothetical 10% change in foreign currency exchange rates would
not be expected to have a material impact on our earnings or cash flows. This
sensitivity analysis assumes an unfavorable 10% fluctuation in the exchange
rates affecting the foreign currencies in which monetary assets and liabilities
are denominated and does not take into account the offsetting effect of such a
change on our foreign-currency denominated revenues.
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 have in the past entered into interest
rate swap agreements. We invest our excess cash in highly liquid short-term
investments. Our percentage of variable rate debt to total debt was 67.1% at
June 30, 2008 and 61.7% at December 31, 2007.
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, 2007.
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ITEM 4. CONTROLS AND PROCEDURES
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in reports we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.
Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, as
of the end of the period covered by this Report. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this Report.
(b) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
During the quarter ended June 30, 2008, we have not made any changes in the
Company's internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
We continue to review, document and test our internal control over financial
reporting, and may from time to time make changes aimed at enhancing their
effectiveness and to ensure that our systems evolve with our business. These
efforts will lead to various changes in our internal control over financial
reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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 June 30, 2008, approximately 3,560 cases were outstanding for which we were
responsible for any related liabilities. We expect the outstanding cases to
increase gradually due to recent legislation in certain states mandating minimum
medical criteria before a case can be heard. Since inception in September 2001
through June 30, 2008, the amounts paid for settled claims are approximately
$6.5 million. In September 2007, we entered into an agreement with an insurance
carrier to provide us with limited insurance coverage for the defense and
indemnity costs associated with certain asbestos-related claims. We have
submitted various asbestos-related claims to the insurance carrier for coverage
under this agreement.
In November 2004, the Company was served with a summons and complaint in the
U.S. District Court for the Southern District of New York by The Coalition For A
Level Playing Field, which is an organization comprised of a large number of
auto parts retailers. The complaint alleges antitrust violations by the Company
and a number of other auto parts manufacturers and retailers and seeks
injunctive relief and unspecified monetary damages. In August 2005, we filed a
motion to dismiss the complaint, following which the plaintiff filed an amended
complaint dropping, among other things, all claims under the Sherman Act. The
remaining claims allege violations of the Robinson-Patman Act. Motions to
dismiss those claims were filed by us in February 2006. Plaintiff filed
opposition to our motions, and we subsequently filed replies in June 2006. Oral
arguments were originally scheduled for September 2006, however the court
adjourned these proceedings until a later date to be determined. Subsequently,
the judge initially assigned to the case recused himself, and a new judge has
been assigned. Although we cannot predict the ultimate outcome of this case or
estimate the range of any potential loss that may be incurred in the litigation,
we believe that the lawsuit is without merit, deny all of the plaintiff's
allegations of wrongdoing and believe we have meritorious defenses to the
plaintiff's claims. We intend to defend vigorously this lawsuit.
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.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) Our 2008 Annual Meeting of Stockholders was held on May 15, 2008.
(b) The following person were elected as our directors:
Robert M. Gerrity
Pamela Forbes Lieberman
Arthur S. Sills
Lawrence I. Sills
Peter J. Sills
Frederick D. Sturdivant
William H. Turner
Richard S. Ward
Roger M. Widmann
(c) The following names were voted upon at the Annual Meeting:
(1) Election of Directors:
VOTES FOR VOTES WITHHELD
--------- --------------
Robert M. Gerrity 14,437,677 1,580,360
Pamela Forbes Lieberman 14,497,535 1,520,502
Arthur S. Sills 14,673,111 1,344,926
Lawrence I. Sills 14,629,209 1,388,828
Peter J. Sills 14,671,911 1,346,126
Frederick D. Sturdivant 14,497,520 1,520,517
William H. Turner 14,446,357 1,571,680
Richard S. Ward 14,507,955 1,510,082
Roger M. Widmann 14,507,953 1,510,084
(2) Ratification of Appointment of Grant Thornton LLP as the Company's
Registered Public Accounting Firm:
VOTES FOR VOTES AGAINST VOTES ABSTAINED
--------- ------------- ---------------
15,882,125 105,016 30,896
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ITEM 6. EXHIBITS
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 furnished pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer furnished pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
STANDARD MOTOR PRODUCTS, INC.
(Registrant)
Date: August 6, 2008 /S/ JAMES J. BURKE
------------------
James J. Burke
Vice President Finance,
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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STANDARD MOTOR PRODUCTS, INC.
EXHIBIT INDEX
EXHIBIT
NUMBER
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 furnished pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer furnished pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
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