-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PAnlXerTE7HsuXclb6oDjelW2WA4eK32cwFNt6DqQrghB1lD6iHgRMDko0TddoeI y20DzbVZfnpw60EhHMIVsg== 0000935799-97-000025.txt : 19971126 0000935799-97-000025.hdr.sgml : 19971126 ACCESSION NUMBER: 0000935799-97-000025 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971125 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIMPSON INDUSTRIES INC CENTRAL INDEX KEY: 0000090588 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 381225111 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-06611 FILM NUMBER: 97727471 BUSINESS ADDRESS: STREET 1: 47603 HALYARD DR CITY: PLYMOUTH STATE: MI ZIP: 48170 BUSINESS PHONE: 3132076200 MAIL ADDRESS: STREET 1: 47603 HALYARD DR CITY: PLYMOUTH STATE: MI ZIP: 48170 10-Q/A 1 AMENDED QUARTERLY REPORT ON FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended September 30, 1997 Commission File Number 0-6611 SIMPSON INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Michigan 38-1225111 (State or other jurisdiction of IRS Employer Identification No.) incorporation or organization) 47603 Halyard Drive, Plymouth, Michigan 48170-2429 (Address of principal executive offices) (Zip Code) (313)207-6200 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) 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 and (2) has been subject to such filing requirements for the past 90 days. Yes X No At October 31, 1997 there were 18,131,212 outstanding shares of the registrant's common stock, $1.00 par value each. PAGE The registrant hereby amends Item I - Financial Statements of its Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, to correct a typographical error contained in the Consolidated Statements of Cash Flows in the line item "Proceeds (repayments) of long-term debt, net." Consolidated Balance Sheets (Unaudited) (In thousands) September 30, 1997 and December 31, 1996 Sept. 30 Dec. 31 ASSETS Current Assets Cash and cash equivalents $ 2,787 $ 28,902 Accounts receivable 68,302 41,032 Inventories 19,690 14,034 Customer tooling in process 6,274 4,002 Prepaid expenses and other current assets 6,362 6,256 Total Current Assets 103,415 94,226 Property, Plant and Equipment Cost 312,786 278,229 Less Allowance 140,307 126,152 Total Property, Plant and Equipment 172,479 152,077 Unallocated Purchase Cost 38,843 - Other Assets 15,315 2,653 $330,052 $248,956 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Notes payable $ 479 - Current installment of long-term debt 3,579 $ 3,579 Accounts payable 34,684 28,455 Compensation and amounts withheld 9,906 10,203 Taxes, other than income taxes 2,238 2,597 Other accrued expenses 12,805 4,354 Total Current Liabilities 63,691 49,188 Long-term debt, excluding current installment 121,209 58,643 Accrued Retirement Benefits 15,058 14,015 Deferred Income Taxes 13,848 11,118 Shareholders' Equity 116,246 115,992 $330,052 $248,956 PAGE Consolidated Statements of Operations (Unaudited) (Dollars in thousands, except per share amounts) Periods Ended September 30, 1997 and 1996 Nine Months Three Months 1997 1996 1997 1996 Net sales $328,475 $309,698 $112,327 $ 98,228 Costs and expenses: Cost of products sold 295,614 276,130 103,322 89,309 Administrative and selling 9,538 9,358 3,315 3,159 Provision for plant closing 8,769 - 8,769 - 313,921 285,488 115,406 92,468 Operating Earnings 14,554 24,210 (3,079) 5,760 Investment and other income, net 732 851 206 692 Interest expense (5,094) (4,045) (2,377) (1,321) Earnings Before Income Taxes 10,192 21,016 (5,250) 5,131 Income taxes 3,724 7,645 (1,913) 1,688 Net Earnings $ 6,468 $13,371 $(3,337) $ 3,443 Net Earnings Per Share $0.36 $0.74 $(0.18) $0.19 Cash dividends per share $0.30 $0.30 $0.10 $0.10 Average number of common equivalent shares 18,172,233 18,103,242 18,189,835 18,117,073 Consolidated Statements of Cash Flows (Unaudited) (In thousands) Nine Months Ended September 30, 1997 and 1996 1997 1996 OPERATING ACTIVITIES Net earnings $ 6,468 $13,371 Depreciation and amortization 17,032 15,343 Provision for deferred income taxes 2,185 689 Other 165 471 Changes in operating assets and liabilities, net of effects of acquisition of business (10,585) (376) Cash Provided By Operating Activities 15,265 29,498 INVESTING ACTIVITIES Acquisition of business, net of cash acquired (75,407) - Capital expenditures (22,373) (15,141) Proceeds from disposal of property and equipment 321 97 Cash Used In Investing Activities (97,459) (15,044) FINANCING ACTIVITIES Cash dividends paid (5,439) (5,424) Proceeds (repayments) of long-term debt, net 62,555 (1,933) Cash provided by stock transactions, net - 243 Cash Provided From (Used In) Financing Activities 57,116 (7,114) Effect of foreign currency exchange rate changes (1,037) 143 Increase (Decrease)In Cash and Cash Equivalents (26,115) 7,483 Cash and cash equivalents at beginning of period 28,902 13,490 Cash and Cash Equivalents at End of Period $ 2,787 $20,973 Supplemental Disclosures Cash paid during the year for: Interest $ 4,207 $ 4,045 Income Taxes 4,662 4,381 Note 1. Significant Accounting Principles The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the period ended September 30, 1997 are not necessarily indicative of the results to be expected for the year ending December 31, 1997. Goodwill, arising from the acquisition of the Vibration Attenuation division (see below), is amortized on a straight-line basis over 40 years. Specific intangibles are amortized on a straight-line basis over the estimated periods benefited with periods ranging from 5 to 20 years. For further information regarding the Company's accounting policies, refer to the Consolidated Financial Statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. Note 2. Holset VA Acquisition On June 27, the Company through a wholly owned subsidiary purchased the Vibration Attenuation division of Holset Engineering Company Limited ("Holset VA") from Cummins Engine Company. The aggregate purchase cost for the acquisition of the Holset VA Business was $76.6 million. Funds for the Holset VA Business acquisition, net of cash received, were provided by cash and borrowings of $60 million under the Credit Agreements as described in Note 4. The Holset VA Business has operations in the United Kingdom, France, Spain, Mexico, Korea, Brazil, and the United States. The Holset VA Business is also a minority partner in a joint venture in India. Holset VA manufactures rubber and viscous dampers and supplies three main markets including heavy truck, light truck and automotive and industrial. The acquisition was accounted for as a purchase transaction. The purchase cost of $76.6 million has been allocated to assets acquired and liabilities assumed based upon their preliminary estimated fair values at the acquisition date. The excess of the purchase price over the estimated values for assets and liabilities has been reflected as unallocated purchase cost which is being amortized over 40 years. The final allocation of the purchase costs to assets and liabilities will depend on the final results of appraisals that are not yet complete. Therefore, the final allocation will probably differ from the estimated allocation, possibly by substantial amounts. The preliminary allocation at June 27, 1997 of the $76.6 million purchase cost is summarized as follows: (In thousands) Current assets $17,748 Property, plant and equipment 15,806 Unallocated purchase cost, principally goodwill 38,843 Intangible assets 12,728 Other noncurrent assets 841 Current liabilities (9,346) Total purchase cost $76,620 NOTE 3. Pro Forma Information The following pro forma unaudited financial data is presented to illustrate the estimated effects of (i) the Holset VA acquisition and (ii) the completion of the new credit agreements (Note 4) as if the transactions had occurred as of January 1 of each year presented (in thousands, except per share data). ________________________________________________________________________ Three Months Ended Nine Months Ended Sept 30 Sept 30 Sept 30 Sept 30 1997 1996 1997 1996 Net sales 125,605 111,345 377,516 358,145 Net income (4,150) (2,866) 6,078 13,531 Net income per share $(.23) $.16 $0.33 $0.75 ________________________________________________________________________ The pro forma information above does not purport to be indicative of the results that actually would have been achieved if the transactions had occurred prior to the years presented, and is not intended to be a projection of future results or trends. Note 4. Debt On August 1, 1997 the Company issued and sold $35 million of its 7.03% Senior Notes, Series A and $15 million of its 6.96% Senior Notes, Series B. Notes of both series are due August 1, 2012. The proceeds of the Notes were used to pay down and permanently reduce the 364-Day and five-year Credit Agreements discussed below. In June 1997, the Company entered into revolving credit agreements to allow for borrowings of up to $50 million under a five-year agreement and up to $50 million under a 364-day agreement. In August 1997 these agreements were permanently reduced to $25 million each. At September 30, 1997, borrowings outstanding under the 364-day agreement were $17.5 million at interest rates ranging from 6.32 % to 8.5%. There were no borrowings outstanding under the five-year agreement. The 364-day agreement is classified as long-term based on management's intent to maintain this level of borrowing for a period in excess of one year and the Company's ability to transfer the borrowings to its five-year line. Borrowings under the credit agreements bear interest, at the election of the Company, at a floating rate of interest equal to (a) the higher of ABN AMRO's prime lending rate and the federal funds rate plus .5% or (b) the Eurodollar rate plus the applicable borrowing margin. 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. SIMPSON INDUSTRIES, INC. Registrant /S/ VINOD M. KHILNANI November 21, 1997 Vinod M. Khilnani Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----