UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Amendment to Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange act of 1934
Date of Report (Date of earliest event reported) MARCH 28, 1998
STANDARD MOTOR PRODUCTS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK I-4743 11-1362020
- ---------------------------- ------------------------ --------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
incorporated) Identification Number
37-18 NORTHERN BLVD. LONG ISLAND CITY, N.Y. 11101
- ------------------------------------------- ---------
(address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code (718) 392-0200
--------------
AMENDMENT NO. 1
The Registrant hereby amends its Current Report dated March 28, 1998 to include
Item 7 (b), the Pro Forma Financial Statements for the Registrant and Moog
Automotive Temperature Control.
<PAGE>
7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements and Exhibits:
(1) None
(b) Pro forma financial information:
(1) Combined statement of income for the fiscal year ended
December 31, 1997.
(2) Combined balance sheet as of December 31, 1997.
<PAGE>
STANDARD MOTOR PRODUCTS, INC.
INTRODUCTION TO THE PRO FORMA COMBINED
CONDENSED FINANCIAL INFORMATION
(UNAUDITED)
The unaudited Pro Forma Combined Condensed Income Statement for the year ended
December 31, 1997 reflects the exchange of the Registrant's Brake business for
the Moog Automotive Temperature Control business of Cooper Industries, as if the
exchange had occurred as of January 1, 1997. The Registrant's historical income
statement reflects the divestiture of the Brake business as a discontinued
operation and as such includes all adjustments to properly reflect the
Registrant's continuing operations prior to the inclusion of the Moog Automotive
Temperature Control business. It is anticipated that significant synergies,
which are not included in these pro forma financial statements, will develop
over the next several years as the Moog Automotive Temperature Control business
is consolidated within the Company's existing Temperature Control business.
The unaudited Pro Forma Combined Condensed Balance Sheet as of December 31, 1997
assumes that the exchange of selected assets and liabilities of the Registrants
Brake business for selected assets and liabilities of the Moog Automotive
Temperature Control business of Cooper Industries occurred on December 31, 1997.
The Registrants historical balance sheet includes the assets and liabilities of
the Brake business and as such needs to be adjusted in order to properly present
the divestiture.
The pro forma information does not purport to be indicative of the results of
operations or the financial position which would have actually been attained if
the exchange had been consummated on the dates indicated. In addition, the pro
forma financial information does not purport to be indicative of future results
of operations or financial position.
The pro forma financial information has been prepared by the Company and all
calculations have been made based upon assumptions deemed appropriate. Certain
of these assumptions are set forth in the notes to the pro forma combined
condensed financial information. As of this filing date, the company has
reasonably completed its quantification of the preliminary accounting for the
exchange based upon currently available information. Such information may be
revised at a later date based upon additional information.
The pro forma financial information should be read in conjunction with the
Company's historical consolidated financial statements and notes thereto in the
1997 Annual Report on Form 10-K.
<PAGE>
STANDARD MOTOR PRODUCTS, INC. AND MOOG AUTOMOTIVE TEMPERATURE CONTROL
PRO FORMA COMBINED STATEMENTS OF INCOME (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
SMP PRO FORMA ADJUSTMENTS PRO FORMA
----------------------
HISTORICAL MOOG OTHER COMBINED
--------------------------------------------
YEAR ENDED DECEMBER 31, 1997
- ----------------------------
<S> <C> <C> <C> <C>
Net sales 559,823 123,047 2,700 C 685,570
Cost of sales 380,335 100,856 481,191
--------------------------------------------
Gross profit 179,488 22,191 2,700 204,379
Selling, general and administrative expenses 170,033 21,581 2,700 C 194,314
--------------------------------------------
Operating income 9,455 610 0 10,065
Other income (expense) 998 70 1,068
--------------------------------------------
10,453 680 0 11,133
Interest expense 14,158 0 3,900 A 18,058
--------------------------------------------
Earnings (loss) from continuing operations
before taxes and minority interest (3,705) 680 (3,900) (6,925)
Minority interest (332) 0 (332)
Taxes based on earnings (2,417) 272 (272) B (2,417)
--------------------------------------------
Earnings (loss) from continuing operations (1,620) 408 (3,628) (4,840)
============================================
Earnings from continuing operations -
per common share
Basic (0.12) (0.37)
=========== ===========
Diluted (0.12) (0.37)
=========== ===========
Weighted average number of common
shares outstanding 13,119,404 13,119,404
=========== ===========
Weighted average number of common
shares and dilutive common shares 13,119,404 13,119,404
=========== ===========
</TABLE>
See accompanying notes to pro forma combined financial information.
<PAGE>
STANDARD MOTOR PRODUCTS, INC. AND MOOG AUTOMOTIVE TEMPERATURE CONTROL
PRO FORMA COMBINED BALANCE SHEET (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------------------------------------------------
SMP PRO FORMA ADJUSTMENTS PRO FORMA
--------------------------------
HISTORICAL EIS MOOG ADJUSTMENTS COMBINED
-----------------------------------------------------------
ASSETS
- ------
<S> <C> <C> <C> <C> <C>
Cash and investments 16,809 16,809
Accounts receivable, gross 169,680 (1,232) 378 168,826
Allowance for doubtful accounts 18,654 18,654
-----------------------------------------------------------
Accounts receivable, net 151,026 (1,232) 378 0 150,172
Inventories 189,006 (43,718) 60,830 206,118
Other current assets 33,635 (156) 66 33,545
-----------------------------------------------------------
Total current assets 390,476 (45,106) 61,274 0 406,644
-----------------------------------------------------------
Property, plant and equipment, net 126,024 (28,487) 24,218 121,755
Goodwill 30,674 30,674
Other assets 29,963 (1,202) 28,761
-----------------------------------------------------------
Total assets 577,137 (74,795) 85,492 0 587,834
===========================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Notes payable 55,897 6,479 D 62,376
Current portion of long term debt 24,373 24,373
Accounts payable trade 36,421 36,421
Accrued customer returns 17,955 (2,965) 2,752 17,742
Other current liabilities 78,404 (1,121) 5,552 82,835
-----------------------------------------------------------
Total current liabilities 213,050 (4,086) 8,304 6,479 223,747
-----------------------------------------------------------
Long-term debt 159,109 159,109
Postretirement & other L.T. liabilities 21,560 21,560
Exchange holding account 0 (70,709) 77,188 (6,479)D 0
-----------------------------------------------------------
Total liabilities 393,719 (74,795) 85,492 0 404,416
-----------------------------------------------------------
Minority Interest (364) (364)
Total stockholders' equity 183,782 183,782
-----------------------------------------------------------
Total liabilities and stockholders' equity 577,137 (74,795) 85,492 0 587,834
===========================================================
</TABLE>
See accompanying notes to pro forma combined financial information.
<PAGE>
STANDARD MOTOR PRODUCTS, INC.
NOTES TO PRO FORMA COMBINED CONDENSED
FINANCIAL INFORMATION
(A) To allocate interest to Moog Automotive Temperature Control. This
allocation does not represent additional interest on a consolidated
basis as the Brake business divested as part of the exchange, was also
allocated interest.
(B) To eliminate the taxes based upon earnings of Moog Automotive
Temperature Control business. The Moog taxable income is offset by losses
from the other pro forma adjustments, however on a combined basis no
additional tax benefit is recognized as the benefits will be utilized as
future domestic earnings materialize.
(C) Reclassify Moog expenses to conform to Standard Motor Product's basis
of presentation.
(D) To record note payable due to Cooper Industries for the difference
between the fair value of the assets disposed of and the fair value of the
assets acquired as of December 31, 1997. Based upon currently available
information this amount is estimated to be approximately $10,000,000 as of
March 28, 1998, the closing date.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) o the Securities Exchange
Act of 1934, the Registrant has only caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.
STANDARD MOTOR PRODUCTS, INC.
(Michael J. Bailey)
By:/s/
----------------------------------
Michael J. Bailey
Senior Vice President, Administration and Finance
Chief Financial Officer
Dated as of May 14, 1998
