<PAGE> 1
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 MARCH 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to __________________
Commission file number: 1-2917
THE STANDARD PRODUCTS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-0549970
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
2401 SOUTH GULLEY ROAD
DEARBORN, MICHIGAN 48124
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (313) 561-1100
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.
---- ----
THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF MAY 2 , 1997 WAS
16,808,523 SHARES.
- --------------------------------------------------------------------------------
This report consists of 11 pages.
<PAGE> 2
THE STANDARD PRODUCTS COMPANY
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Statements of Operations .................................................. 3
Consolidated Balance Sheets ............................................................ 4
Consolidated Statements of Cash Flows .................................................. 5
Notes to Consolidated Financial Statements ............................................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations .. 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ...................................................................... 9
Item 2. Changes in Securities .................................................................. 9
Item 3. Defaults upon Senior Securities ........................................................ 10
Item 4. Submission of Matters to a Vote of Security-Holders .................................... 10
Item 5. Other Information ...................................................................... 10
Item 6. Exhibits and Reports on Form 8-K ....................................................... 10
SIGNATURES ...................................................................................... 11
</TABLE>
Unless otherwise indicated, references to "Company" mean The Standard Products
Company and its subsidiaries and reference to a fiscal year means the Company's
year ended June 30 of the same year (e.g., "fiscal 1997" refers to the period
beginning July 1, 1996 and ending June 30, 1997).
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE STANDARD PRODUCTS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED MARCH 31,
(UNAUDITED)
(THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net Sales......................................... $281,774 $277,274 $814,005 $780,781
Cost of Goods Sold:
Materials, wages and other manufacturing costs... 231,611 233,046 685,169 685,265
Research, engineering and development expenses... 11,402 10,349 33,087 30,462
-------- -------- -------- --------
243,013 243,395 718,256 715,727
-------- -------- -------- --------
Gross income..................................... 38,761 33,879 95,749 65,054
Selling, General and Administrative Expenses...... 17,569 19,290 51,773 53,181
Non-recurring Charge (Note 5)..................... 17,661 - 17,661 -
-------- -------- -------- --------
Operating Income.................................. 3,531 14,589 26,315 11,873
-------- -------- -------- --------
Other (Income) Expense:
Royalty and dividend income...................... (123) (318) (566) (557)
Interest expense................................. 3,024 3,604 9,752 11,579
Other, net....................................... 351 (839) (415) (1,650)
-------- -------- -------- --------
3,252 2,447 8,771 9,372
-------- -------- -------- --------
Income before Taxes on Income..................... 279 12,142 17,544 2,501
Provision for Taxes on Income (236) 4,859 9,289 3,457
-------- -------- -------- --------
Net Income (Loss)................................ $ 515 $ 7,283 $ 8,255 $ (956)
======== ======== ======== ========
Earnings (Loss) Per Common Share.................. $ 0.03 $ 0.43 $ 0.49 $ (0.06)
======== ======== ======== ========
Weighted average shares outstanding (in thousands) 16,808 16,755 16,802 16,752
======== ======== ======== ========
Dividends declared per share...................... $ 0.17 $ 0.17 $ 0.51 $ 0.51
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
THE STANDARD PRODUCTS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
(UNAUDITED)
MARCH 31, JUNE 30,
1997 1996
---------- ---------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents.............................................. $ 2,730 $ -
Receivables, less allowances of $3,214 at March 31 and
$2,958 at June 30 (Note 4)............................................. 162,442 180,787
Inventories............................................................. 67,814 60,377
Prepaid insurance, taxes, etc........................................... 29,753 19,680
--------- ---------
Total current assets................................................... 262,739 260,844
Property, Plant and Equipment, at cost.................................. 573,138 548,816
Less - Accumulated depreciation........................................ (276,935) (250,278)
--------- ---------
296,203 298,538
Goodwill, net........................................................... 67,841 71,653
Other Assets............................................................ 51,550 53,660
--------- ---------
$ 678,333 $ 684,695
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term notes payable............................................... $ 16,823 $1,198
Current maturities of long-term debt................................... 1,560 2,450
Accounts payable....................................................... 75,888 99,093
Accrued payrolls....................................................... 28,365 26,651
Accrued expenses....................................................... 89,457 74,565
Dividend payable....................................................... 2,857 2,853
--------- ---------
Total current liabilities.............................................. 214,950 206,810
--------- ---------
Long-term Debt, net of current maturities............................... 128,385 143,041
Other Postretirement Benefits........................................... 27,260 26,023
Deferred Income Taxes and Other Credits................................. 53,548 50,056
Commitments and Contingent Liabilities (Note 3)
Shareholders' Equity:
Serial preferred shares, without par value, authorized 6,000,000 voting
and 6,000,000 non-voting shares, none issued.......................... - -
Common shares, par value $1 per share; authorized 50,000,000 shares,
issued and outstanding, 16,808,123 shares at March 31 and
16,784,867 at June 30................................................. 16,808 16,785
Paid-in capital........................................................ 98,156 96,906
Retained earnings...................................................... 154,203 154,669
Foreign currency translation adjustments............................... (11,707) (6,318)
Minimum pension liability.............................................. (3,270) (3,277)
--------- ---------
Total shareholders' equity............................................. 254,190 258,765
--------- ---------
$ 678,333 $ 684,695
========= =========
</TABLE>
The accompanying notes are an integral part of these statements
4
<PAGE> 5
THE STANDARD PRODUCTS COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED MARCH 31,
------------------------------
1997 1996
-------------- --------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss)................................................................................. $ 8,255 $ (956)
Adjustments to reconcile net income to net cash provided by (used for)
operating activities:
Depreciation and amortization.................................................................... 45,461 39,167
Deferred taxes and other credits................................................................. 1,775 (1,178)
Effect of changes in foreign currency............................................................ (955) (240)
Other............................................................................................ 130 (5,532)
Net changes in assets and liabilities:
Receivables (Note 4)............................................................................ 18,345 52,162
Inventories..................................................................................... (7,331) (1,727)
Accounts payable and accrued expenses........................................................... (6,099) 1,543
Other current assets and liabilities............................................................ (10,069) (2,509)
-------- --------
Net cash provided by operating activities...................................................... 49,512 80,730
Cash Flows from Investing Activities:
Purchase of property, plant and equipment, net................................................... (39,573) (52,481)
Investment in nonconsolidated entities........................................................... (150) (266)
-------- --------
Net cash used by investing activities........................................................... (39,723) (52,747)
Cash Flows from Financing Activities:
Proceeds of long-term borrowings................................................................. 18,005 38,862
Repayment of long-term borrowings (Note 4)....................................................... (32,533) (69,413)
Net increase (decrease) in short-term borrowings................................................. 15,625 (3,448)
Cash dividends................................................................................... (8,721) (8,546)
-------- --------
Net cash used by financing activities........................................................... (7,624) (42,545)
Effect of exchange rate changes on cash........................................................... 565 512
-------- --------
Net increase (decrease) in cash and cash equivalents.............................................. 2,730 (14,050)
Cash and cash equivalents at the beginning of the period.......................................... 0 19,546
-------- --------
Cash and cash equivalents at the end of the period................................................ $ 2,730 $ 5,496
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
THE STANDARD PRODUCTS COMPANY AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(AMOUNTS IN THOUSANDS)
(1) BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared by
management and, in the opinion of management, contain all adjustments,
consisting of normal recurring adjustments, necessary to present fairly the
financial position of the Company as of March 31, 1997 and June 30, 1996, and
the results of its operations for the three and nine months ended March 31,
1997 and 1996 and cash flows for the nine months ended March 31, 1997 and 1996.
The consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1996. Results
for interim periods are not necessarily indicative of those to be expected for
the year. Certain reclassifications have been made to prior year amounts to
conform with current year presentation.
(2) INVENTORIES
Inventories are stated at the lower of cost or market. The majority of
domestic inventories are valued using the last-in, first-out (LIFO) method and
the remaining inventories are valued using the first-in, first-out (FIFO)
method. The major components of inventory are as follows:
<TABLE>
<CAPTION>
March 31, 1997 June 30, 1996
-------------- -------------
<S> <C> <C>
Raw materials..................... $28,360 $27,186
Work-in-process and finished goods 39,454 33,191
------- -------
Totals........................... $67,814 $60,377
======= =======
</TABLE>
(3) COMMITMENTS AND CONTINGENCIES
At March 31, 1997, the Company was in compliance with its various
financial covenants. Under the most restrictive of the revised covenants of the
Company's various loan agreements, principally the Revolving Credit Agreement,
$58,804 of retained earnings were not restricted at March 31, 1997 for the
payment of dividends. Management expects that the Company will remain in
compliance with its financial covenants through the period ending March 31,
1998.
The Company and its subsidiaries are involved in certain legal actions and
claims. In the opinion of management, any liability which may ultimately be
incurred would not materially affect the financial position or results of
operations of the Company.
(4) ACCOUNTS RECEIVABLE SECURITIZATION
In September 1995, the Company and certain of its U.S. subsidiaries
entered into an agreement to sell, on an ongoing basis, all of their accounts
receivable to The Standard Products Funding Corporation (Funding Co.), a wholly
owned subsidiary of the Company. Accordingly, the Company and those
subsidiaries, irrevocably and without recourse, transferred all of their U.S.
dollar denominated trade accounts receivable (principally representing amounts
owed by original equipment customers in the U.S. automotive and related
industries) to the Funding Co. The Funding Co. has sold and, subject to certain
conditions, may from time to time sell an undivided interest in those
receivables to the Clipper Receivables Corporation. The Funding Co. is
permitted to receive advances of up to $50,000 for the sale of such undivided
interest. At March 31, 1997, $50,000 had been advanced to the Funding Company.
Unless extended by amendment, the agreement expires in September 1998.
6
<PAGE> 7
Proceeds from the sales of receivables have been used to reduce
outstanding borrowings under the Company's Revolving Credit Agreement and are
reflected as operating cash flows in the accompanying consolidated statement of
cash flows. Costs of the program, which primarily consist of the purchasers'
financing and administrative costs, have been classified as Selling, General
and Administrative Expenses in the accompanying consolidated statement of
income.
The Company maintains an allowance for accounts receivable ($3,214 and
$2,958 at March 31, 1997 and June 30, 1996, respectively) based on the expected
collectibility of all trade accounts receivable, including receivables sold.
(5) NON-RECURRING CHARGE
During the third quarter, the Company announced it's intention to
permanently close two automotive parts plants in Schenectady, New York and
Lexington, Kentucky and recorded a non-recurring charge of $17,661 or $0.63 per
share of common stock, after tax. The closures are being undertaken to reduce
overcapacity, which will allow the Company to improve customer service, reduce
operating costs, improve productivity and asset utilization. The closures,
which are expected to be completed by December 1997, will result in the
reduction of approximately 500 employees.
The Company's provision consists of a $12,500 accrual to recognize
severance, benefits and other employee costs and $5,200 for asset writedowns
and building razing costs. At March 31, 1997, approximately $575 in costs have
been charged against these reserves. These reserves are reflected as a current
liability in accrued expenses on the accompanying consolidated balance sheet.
The Company anticipates that approximately $2,500 in incremental costs
associated with the transfer of operations will be incurred through calendar
1997. These costs will benefit future operations and do not qualify for accrual
in the current period. Examples include, costs to move machinery, equipment and
inventory, equipment set-up and relocation of employees retained by the
Company. Approximately $792 of the expected amount was incurred during the
third quarter.
(6) NEW ACCOUNTING STANDARDS
The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards (SFAS) No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This standard
requires that long-lived assets held by and used by an entity may be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. SFAS No. 121 also requires
that long-lived assets to be disposed of be reported at the lower of carrying
amount or fair value less costs to sell.
The FASB also issued SFAS No. 123, "Accounting for Stock-Based
Compensation" which was effective for the Company beginning July 1, 1996. SFAS
No. 123 requires expanded disclosures of stock-based compensation arrangements
with employees and encourages (but does not require) compensation cost to be
measured based on the fair value of the equity instrument awarded. Companies
are permitted, however, to continue to apply APB Opinion No. 25, which
recognizes compensation cost based on the intrinsic value of the equity
instrument awarded. The Company will continue to apply APB Opinion No. 25 to
its stock based compensation awards to employees and will disclose the required
pro forma effect on net income and earnings per share.
The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards (SFAS) No. 128 "Earnings per Share." This
statement establishes standards for computing and presenting earnings per share
and applies to entities with publicly held common stock or potential common
stock. This statement is effective for financial statements issued for periods
ending after December 15, 1997. Earlier application is not permitted.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(1) RESULTS OF OPERATIONS
The Company's net sales for the third quarter of fiscal 1997 increased by
1.6%, or $4.5 million, to $281.7 million compared to the third quarter of
fiscal year 1996. Sales for the Company's Transportation Equipment segment
totaled $251.7 million for the third quarter of fiscal 1997 compared with
$244.0 million for the same period last year. Sales of the Company's North
American automotive operations increased $3.6 million, or 2.4%, due primarily
to higher volumes on Chrysler minivans and Jeep sport-utility vehicles as well
as several General Motors models which include several new product launches.
Automotive sales in Europe declined $3.2 million, or 5.0%, due primarily to
currency translations from the weakened French franc and lower unit volume in
France. This decline was partially offset by a strengthened British pound.
Current quarter results include sales of $14.7 million from our Brazilian
subsidiaries, a 98.2% increase over the third quarter of last year, when
operations at our new Brazilian plant commenced. The Company's sales in Brazil
are primarily attributable to the Fiat Palio which has nearly reached projected
volumes. The Company believes that excellent opportunities to add additional
business in Brazil exist as other automobile manufacturers are commencing or
increasing operations in the country. Sales for the Company's Tread Rubber
segment decreased 9.4% to $30.1 million, reflecting lower specialty mixing
sales and the impact of equipment sales to our new customer Treadco, Inc. in
the third quarter of fiscal 1996.
Based on published industry data, management believes that car and light
truck production for the United States and Canada increased by approximately 7%
during the quarter when compared to the same period in the prior year. Car
production increased by just under 7%, while light truck production increased
over 8%. Vehicles for which the Company supplies components that had
particularly strong sales during the quarter included the Chrysler minivan,
Cirrus, and Jeep sport-utility vehicle and GM Lumina and Ford Windstar.
For the first nine months of fiscal 1997, sales of the Transportation
Equipment segment were $715.3 million or 4.2% greater than the same period of
fiscal 1996. Chrysler minivan and Cirrus and Ford Taurus sales were especially
strong in the first nine months of the year and our new plant in Brazil
commenced production in the third quarter of fiscal 1996. Year-to-date sales
from Brazil have increased by $19.8 million over prior year levels. Sales in
the Tread Rubber segment for the first nine months of fiscal 1997 were $98.7
million, up $4.3 million from the same period in fiscal 1996. The 4.6% sales
gain is attributable to the increased sales levels from the Treadco contract
noted above.
Gross income for the third quarter of fiscal 1997 increased $4.9 million
to $38.8 million, or 13.8% of net sales, from $33.9 million, or 12.2% of net
sales for the same period in fiscal 1996. Principal factors affecting the
improvement were a reduction in raw material costs, and continued benefit from
cost reduction and process improvement programs. This continued improvement
brought gross income as a percentage of sales to a year-to-date rate of 11.8%.
This compares to 8.3% for the first nine months of fiscal 1996.
Research, engineering and development expenses for the quarter increased
$1.1 million, or 10.1% to $11.4 million over the same period in fiscal 1996.
Year-to-date amounts increased $2.6 million or 8.6% to $33.1 million. The
increases relate primarily to the Company's effort to introduce a significantly
improved vehicle sealing system that will have cosmetic, weight and performance
characteristics that are superior to current products as well as allow for
cycle time improvements in production. Even when completed, use of this process
and product in production will be dependent on customers' acceptance of its
benefits. Development is expected to continue through calendar 1997. The
Company also incurred increased costs from the addition of engineering staff
for Brazilian operations.
Selling, general and administrative expenses for the third quarter
decreased $1.7 million to $17.6 million compared to $19.3 million for the same
period in fiscal 1996. Year-to-date amounts have decreased by $1.4 million to
$51.8 million. The decreases are primarily attributable to third quarter fiscal
1996 start-up costs associated with bringing the new Brazilian plant on-line.
As discussed in Note 5, the Company incurred a charge of $17.7 million for
the closure of two manufacturing facilities in North America. These closures
were deemed necessary by management to reduce overcapacity. The Company
continually reviews capacity as part of its business planning process.
8
<PAGE> 9
Other income and expense for the current quarter were $3.3 million in
expense, an increase of $.8 million over the same period a year ago. This
increase is primarily attributable to a reduction in earnings at NISCO, our
joint venture with Nishikawa Rubber Company of Japan. This reduction was
partially offset by lower interest expense as a result of lower borrowing
levels compared to the same quarter a year ago. Year-to-date other income and
deductions were $8.8 million in expense, a decrease of $.6 from the prior year.
The reduction is primarily the result of lower interest expense due to reduced
borrowings as a result of the Company's improved operations and lower capital
expenditures compared to the prior year, when construction of the new Brazilian
plant was at its peak.
The Company's tax provision for the third quarter of fiscal 1997 reflects
a tax credit of $.2 million. This is attributable to a lower effective state
income tax rate. The year-to-date effective rate is 52.9%. This high effective
rate is the result of the Company's inability to utilize net operating losses
generated in certain of its foreign operations, principally Brazil. This rate
shows continued improvement from prior quarters in the current year as these
operations become profitable and tax loss carryforwards can be utilized.
(2) FINANCIAL CONDITION
Cash provided by operations for the first nine months of fiscal 1997 was
$49.5 million. This represents a decrease from the same period in fiscal 1996
of $31.2 million. The major factor resulting in the net decline is the $50.0
million accounts receivable transaction described in Note 4 that took place in
fiscal 1996. In addition, the Company experienced an increase of $7.3 million
in inventory over the prior period, the majority of which is attributable to
the requirements of the new Brazilian plant. This was partially offset by
improved operating results, higher depreciation and amortization and the
one-time benefit of a change in payment terms with a major customer.
Capital spending for the first nine months of fiscal 1997 totaled $39.6
million compared to $52.5 million for the same period last year. The total
capital spending for fiscal 1996 was $79.7 million. The Company expects capital
spending for fiscal 1997 to approximate $65.0 million. This includes capital
required in connection with the start-up of an operation in Mexico.
Construction has started on this project and it is estimated the current phase
of construction will be completed in the fall of calendar year 1997. This
operation is owned 70% by the Company and 30% by Nishikawa Rubber Company of
Japan.
Cash utilized by financing activities resulted in a net outflow of $7.6
million for the first nine months of the fiscal year. The payment of regular
quarterly dividends accounted for the majority of this fund utilization. The
Company has reduced long term debt levels by $14.7 million at March 31 and has
replaced it with short term notes. At March 31, 1997, debt represented 36.6% of
total capitalization compared with 36.2% at June 30, 1996.
(3) CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR" UNDER THE PRIVATE
SECURITIES REFORM ACT OF 1995
This document may include projections, forecasts and other forward-looking
statements about the Company, the industry in which it competes and the markets
it serves. The achievement of such projections, forecasts and other
forward-looking statements is subject to certain risks and uncertainties, fully
detailed in the "Cautionary Statements for Purposes of "Safe Harbor" Under the
Private Securities Reform Act of 1995" in the Company's Annual Report on Form
10-K for the year ended June 30, 1996, which is on file with the Securities and
Exchange Commission.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
9
<PAGE> 10
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No.
Under Reg. S-K Form 10-Q
Item 601 Exhibit No. Description
-------------- ----------- -----------
<S> <C> <C>
4 4e Agreement of Amendment, dated as of April 30, 1994 among The Standard
Products Company, as Borrower, and National
City Bank, Society National Bank, Comerica Bank and NBD
Bank, N.A. and National City Bank, as Agent
27 27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
None.
10
<PAGE> 11
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.
THE STANDARD PRODUCTS COMPANY
Dated: May 9, 1997 by /s/ Donald R. Sheley, Jr.
----------------------------
Donald R. Sheley, Jr.
Vice President, Finance
Chief Financial Officer
/s/ Bernard J. Theisen
----------------------------
Bernard J. Theisen
Corporate Controller
Principal Accounting Officer
11
<PAGE> 1
EXHIBIT-4e
AGREEMENT OF AMENDMENT
This Agreement of Amendment ("Amendment") is executed at Cleveland, Ohio
as of April 30, 1994 by and among THE STANDARD PRODUCTS COMPANY (the
"Borrower") and NATIONAL CITY BANK ("NCB"), as agent (the "Agent") for itself,
SOCIETY NATIONAL BANK ("Society"), COMERICA BANK ("Comerica"), and NBD BANK,
N.A. ("NBD") (hereinafter collectively referred to as "Banks").
WHEREAS, Borrower, Banks and Agent entered into a credit agreement dated
as of January 19, 1993 (the "Agreement") wherein Banks agreed to make revolving
loans to Borrower, under certain terms and conditions, aggregating not more
than the principal amount of One Hundred Seventy-Five Million Dollars
($175,000,000), which amount was reduced on June 30, 1993 to One Hundred
Twenty-Five Million Dollars ($125,000,000) and which may be reduced from time
to time under the Agreement; and
WHEREAS, Borrower, Banks and Agent want to make certain changes in and to
the Agreement;
NOW, THEREFORE, Borrower, Banks and Agent agree as follows:
1. Subsection 2.03(a) of the Agreement (captioned "CONVERSION TO TERM
LOANS") is hereby amended in its entirety to read as follows:
2.03(a) CONVERSION TO TERM LOANS - Subject to the terms and
conditions hereof, each Bank agrees that, upon the Borrower's
satisfaction of the conditions set forth in Section 3.02, the
Borrower may, at its option and at any time during the life of the
facility, request that up to Fifty Million Dollars ($50,000,000),
but not less than Five Million Dollars ($5,000,000) (or the
equivalent thereof in the Alternate Currency) in the aggregate of
the Banks' then outstanding Revolving Credit Loans be converted to
Term Loans as of the first Business Day of any calendar month. On
the Term Loan Conversion Date, the proceeds of each Bank's Term
Loans shall be applied to the payment of each Bank's then
outstanding Revolving Credit Loans and the Revolving Credit
Commitment of each Bank shall be permanently reduced by the
aggregate amount of such Bank's Term Loans.
2. Subsection 2.03(d) (captioned "AMORTIZATION AND MATURITY OF TERM
LOANS") is hereby amended in its entirety to read as follows:
2.03(d) AMORTIZATION AND MATURITY OF TERM LOANS - The outstanding
principal amount of each Bank's Term Loans will be payable in
equal quarterly installments of principal commencing on the first
Repayment Date which occurs after the Term Loan Conversion Date,
with the final quarterly installment due no later than five (5)
years after the Term Loan Conversion Date.
3. Subsection 2.05(c) (captioned "REDUCTION FEE") is hereby deleted in
its entirety.
4. Schedule 2.06(b) is hereby amended in its entirety to read as follows:
<PAGE> 2
<TABLE>
<CAPTION>
SCHEDULE 2.06(b)
Reduction IF the AND the THEN the
Standard Leverage EBIT Ratio Eurocurrency
Applicable is is Margin is
- ---------- -------- ---------- -----------
<S> <C> <C> <C>
I Greater than or equal to Greater than 3.0 to 1.0 1.125%
55%
II Greater than or equal to Greater than 3.0 to 1.0 0.875%
45% but less than 55%
III Greater than or equal to Greater than 3.0 to 1.0 0.625%
35% but less than 45%
IV Greater than or equal to Less than 3.0 to 1.0 1.0%
45% but less than 55%
V Greater than or equal to Less than 3.0 to 1.0 0.75%
35% but less than 45%
VI Less than 35% Greater than 3.0 to 1.0 0.50%
VII Less than 35% Less than 3.0 to 1.0 0.625%
</TABLE>
5. Subsection 2.06(c) (captioned "INCREASED INTEREST RATING") is hereby
deleted in its entirety.
6. Subsection 2.08(d) (captioned "LETTER OF CREDIT FEES AND COMMISSIONS")
is hereby amended such that the Letter of Credit commission rate is
reduced from one percent (1%) per annum to three-quarters of one percent
(3/4%) per annum.
7. Subsection 5.04(b) (captioned "CREDIT EXTENSIONS") is hereby amended
in its entirety to read as follows:
5.04(b) CREDIT EXTENSIONS - The Borrower shall not and shall not
permit any of its Subsidiaries to make or keep any investment in
any notes, bonds or other obligations of any kind for the payment
of money or make or have outstanding at any time any advance or
loan to anyone; provided, however, that this subsection shall not
apply to
(A) any existing or future advance, commission or
relocation payment, or other loan or advance made to any
employee in the ordinary course of business and consistent
with past practice or to a director or officer of any
Company; provided, however, that the aggregate made to all
directors and officers shall not exceed Five Hundred
Thousand Dollars ($500,000) (or the equivalent thereof in
any other currency) at any one time outstanding,
(B) any existing or future investment in any such notes,
bonds or other obligations consisting of Acceptable
Marketable Securities,
(C) any Letter of Credit,
2
<PAGE> 3
(D) any existing investment, advance or loan fully
disclosed in the Borrower's June 28, 1992 audited financial
statements or in the Supplemental Schedule or the Revised
Supplemental Schedule, or
(E) any endorsement of a check or other medium of payment
for deposit or collection, or any similar transaction in
the normal course of business.
8. Subsection 5.04(c) (captioned "INDEBTEDNESS") is hereby amended in its
entirety to read as follows:
5.04(c) INDEBTEDNESS - The Borrower shall not and shall not permit
any of its Subsidiaries to create, assume or have outstanding at
any time any Indebtedness of any kind; provided, however, that
this Subsection shall not apply to (i) the Obligations, (ii) any
Indebtedness owing by a Company to a Company, (iii) short term
Indebtedness denominated in Dollars or in a currency other than
Dollars in the aggregate amount not to exceed Twenty-Five Million
Dollars ($25,000,000) (or the Dollar equivalent thereof to the
extent such Indebtedness is not denominated in Dollars), (iv) any
existing or future Indebtedness secured by a Purchase Money
Security Interest permitted by Subsection 5.04(d) so long as the
aggregate unpaid principal balance of all such Indebtedness does
not exceed Twenty-Five Million Dollars ($25,000,000) (or the
Dollar equivalent thereof) at any one time outstanding, (v) any
existing Indebtedness that is fully disclosed in the Borrower's
June 28, 1992 audited financial statements or in the Supplemental
Schedule or the Revised Supplemental Schedule, or any renewal or
extension thereof (without any increase) in whole or in part, (vi)
publicly or privately issued Funded Indebtedness or equity of the
Borrower in the aggregate amount of up to One Hundred Fifty
Million Dollars ($150,000,000) or (vii) private Indebtedness or
other Indebtedness not otherwise permitted hereby so long as said
Indebtedness does not exceed an amount equal to ten percent (10%)
of stockholders' equity.
9. Clause (M) of subsection 5.04(d) (captioned "LIENS, LEASES") is hereby
amended in its entirety to read as follows:
5.04(d)(M) LIENS, LEASES - any lien or encumbrance which is not
otherwise permitted hereunder so long as the Indebtedness secured
thereby does not exceed an amount equal to ten percent (10%) of
stockholders' equity at any one time outstanding, or
10. Subsection 5.05(c) (captioned "INTEREST COVERAGE") is hereby amended
in its entirety to read as follows:
5.05(c) INTEREST COVERAGE - If the Borrower suffers or permits its
Leverage to exceed 45%, then, at the end of each Fiscal Quarter,
the EBIT Ratio of the Borrower and its Subsidiaries on a
consolidated basis for the period consisting of the immediately
preceding four Fiscal Quarters shall not be less than 2.0 to 1.0.
11. Pursuant to subsection 2.02(k) (captioned "EXTENSION OF REVOLVING
CREDIT TERMINATION DATE") the Revolving Credit Termination Date is hereby
extended one year from January 19, 1996 to January 19, 1997.
12. Section 1.01 (captioned "CERTAIN DEFINED TERMS") is hereby amended
such that the definitions of "Acceptable Market Securities" and
"Alternate Currency" shall now read as follows:
3
<PAGE> 4
"Acceptable Market Securities" means securities that are direct
obligations of the United States of America or any agency thereof,
or certificates of deposit issued by any Bank, or any other
money-market investment if it carries the highest quality of
rating of any nationally-recognized rating agency including,
without limitation, the Rating Agency; provided, however, that no
such security shall mature more than one (1) year after that date
when made.
"Alternative Currency" means the currency of Canada, France, or
England, as the case may be.
13. In all other respects the credit agreement shall remain in full
effect.
14. Upon the execution and delivery of this Amendment, the Borrower will
not be in default under the Agreement as so Amended.
4
<PAGE> 5
IN WITNESS WHEREOF, borrowers, banks and Agent have executed this
Agreement of Amendment at the time and place first above mentioned.
THE STANDARD PRODUCTS COMPANY
By: /s/ Aubrey E. Arndt
-----------------------------------
Title: VP-Finance
--------------------------------
NATIONAL CITY BANK, AS AGENT
By:
/s/ Paul Harris
-----------------------------------
Title:
Vice President
--------------------------------
NATIONAL CITY BANK
By: /s/ Paul Harris
-----------------------------------
Title: Vice President
--------------------------------
SOCIETY NATIONAL BANK
By: W. J. Kysela
-----------------------------------
Title: Vice President
--------------------------------
COMERICA BANK
By: Ian Hogan
-----------------------------------
Title: Vice President
--------------------------------
NBD BANK, N.A.
By: Frederick J. Crawford
--------------------------------
Title: Second Vice President
--------------------------------
5
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 2730
<SECURITIES> 0
<RECEIVABLES> 165,656
<ALLOWANCES> 3214
<INVENTORY> 67,814
<CURRENT-ASSETS> 262,739
<PP&E> 573,138
<DEPRECIATION> 276,935
<TOTAL-ASSETS> 678,333
<CURRENT-LIABILITIES> 214,950
<BONDS> 128,385
0
0
<COMMON> 16,808
<OTHER-SE> 237,382
<TOTAL-LIABILITY-AND-EQUITY> 678,333
<SALES> 281,774
<TOTAL-REVENUES> 281,774
<CGS> 243,013
<TOTAL-COSTS> 278,243
<OTHER-EXPENSES> 228
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3024
<INCOME-PRETAX> 279
<INCOME-TAX> (236)
<INCOME-CONTINUING> 515
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 515
<EPS-PRIMARY> 0.03
<EPS-DILUTED> 0.03
</TABLE>
