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SEC FILE NUMBER
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CUSIP NUMBER
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 001-13657
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NOTIFICATION OF LATE FILING
(Check One):
|X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR
For Period Ended: March 31, 2001
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Standard Automotive Corporation
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Full name of registrant
Not applicable
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Former name if applicable
321 Valley Road
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Address of principal executive office (Street and number)
Hillsborough, NJ 08844-4056
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City, state and zip code
PART II
RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
|X| | (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
|
|X| | (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
| on or before the 15th calendar day following the prescribed due date;
| or the subject quarterly report or transition report on Form 10-Q, or
| portion thereof will be filed on or before the fifth calendar day
| following the prescribed due date; and
|
|_| | (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
| has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
We are currently in the process of preparing our financial statements, including
all of the required footnote disclosures. Certain information necessary for the
completion of our year-end financial statements was not available in sufficient
time to complete the audit of those financial statements and to file them by the
original due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Joseph Spinella 908 874-7778
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
|X| Yes |_| No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
When filed, our Form 10-K for the fiscal year ended March 31, 2001
is expected to report a net loss of approximately $8.4 million, as
compared to net income of approximately $5.4 million for the fiscal year
ended March 31, 2000. Our net loss was attributable largely to a
significant slowdown in our Truck Body/Trailer Division, as well as
increased interest expense. Net revenues in fiscal 2001 are expected to be
approximately $129 million, a decrease of approximately 19% from fiscal
2000 revenues of approximately $159.5 million. Net revenues for our Truck
Body/Trailer Division are expected to have decreased from approximately
$139.8 million to approximately $86 million, a decrease of 39%. The
decrease in net revenues was primarily attributable to the significant
downturn in the truck body and trailer industries, which was in turn
attributable to higher interest rates and increased fuel prices. The
decrease in net revenues in our Truck Body/Trailer Division was partially
offset by higher net revenues in our Critical Components Division due to
the inclusion of revenues from operations which were acquired during the
fiscal year. Interest expense is expected to show an increase to
approximately $11.0 million in fiscal 2001 from approximately $5.0 million
during fiscal 2000. This increase reflects a combination of higher debt
incurred to finance the acquisitions of operating units, the effect of
increased interest rates and the inclusion of approximately $1.3 million
of interest expense relating to delinquent federal excise taxes. The
foregoing results may change, perhaps materially, based upon the outcome
of various year-end adjustments.
Our cash position as of June 28, 2001 was approximately $1.4
million. Excluding payment obligations in respect of indebtedness,
preferred stock and earn-out payments relating to acquired businesses, as
discussed below, we believe that cash on hand, together with cash provided
from operations would be sufficient to fund our operations through March
31, 2002. Our existing cash, together with cash generated from our
operations will not be sufficient to fund our current obligations in
respect of our senior indebtedness, preferred stock dividends and payment
obligations under earn-out arrangements relating to acquired businesses.
We are currently in default under our credit facility and are unable to
borrow thereunder to fund our operations and other obligations.
We are currently in default of certain financial covenants under our
senior secured credit facility. In addition, we failed to make scheduled
interest and principal payments totaling approximately $2.7 million under
the credit facility on March 31, 2001, which constituted additional events
of default thereunder. We expect to be unable to pay additional principal
and interest payments totaling approximately $4.2 on the next payment date
of July 2, 2001. We are currently operating under the terms of a
forbearance agreement pursuant to which the lenders under our credit
facility have agreed to forbear enforcing their rights under the credit
facility for a period ending on July 17, 2001. Under the terms of the
forbearance agreement, we have agreed with our lenders, among other
things, that, in exchange for their forbearance, we will not request any
additional loans under the credit facility, pay any dividends on our
preferred stock or pay any principal or interest on our subordinated debt.
As a result of our defaults under the credit facility, as of June 30,
2001, interest on the entire unpaid principal and interest of $95.1
million is accruing at default rates having a weighted average of
approximately 10.75% per annum.
While we believe that we are currently in compliance with the
terms of our credit agreement, as modified by the forbearance agreement,
failure to observe or perform one or more covenants not covered by the
forbearance agreement, or failure to observe or perform the covenants of
the forbearance agreement itself, at any given time will require us to
obtain a waiver or consent from the lenders, or refinance our credit
facility. In addition, the forbearance agreement only prohibits the
lenders from exercising their rights in respect of specified defaults for
a period ending on July 16, 2001. If we are unable after the term of the
forbearance agreement to comply with the covenants of the credit facility,
including bringing our payment obligations thereunder current, our failure
to so comply could constitute an event of default under the credit
facility and we would be required to obtain a waiver or consent from the
lenders, or refinance the credit facility. Such a waiver, consent or
refinancing may not be available to us on reasonable terms. Upon the
occurrence of an event of default under our credit facility, the lenders
could elect to declare all amounts outstanding under our credit facility,
together with our accrued interest and certain expenses, to be immediately
due and payable and could begin to foreclose on our assets. Our failure to
comply with any of these covenants or restrictions could also limit our
ability to obtain future financings.
We are currently unable to meet our payment obligations under the
credit facilities and will be unable to achieve compliance with the terms
of the credit facility absent additional equity or debt financing,
restructuring of the terms of the credit facility or a combination of such
financing and restructuring. We have engaged an investment banking firm to
assist us in obtaining additional financing, although we can give no
assurance that our efforts to obtain additional financing or restructure
our existing indebtedness will be successful.
(Standard Automotive Corporation)
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date July 2, 2001 By /s/ JOSEPH SPINELLA
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Chief Financial Officer,
Secretary and Director
Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall
be filed with the form.
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