8-K/A - SMP - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2024

STANDARD MOTOR PRODUCTS, INC.

(Exact Name of Registrant as Specified in its Charter)

New York	001-04743	11-1362020
(State or Other<br><br>Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employee<br><br>Identification Number)

37-18 Northern Boulevard, Long Island City, New York 11101

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: 718-392-0200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $2.00 per share	SMP	New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Explanatory Note

On November 1, 2024, Standard Motor Products, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) reporting the completion of the Company’s previously-disclosed acquisition (the “Acquisition”) of 100% of SMP Nissens III ApS (formerly known as AX V Nissens III ApS) and its direct and indirect subsidiaries (“Nissens Automotive”).

The Company is filing this Current Report on Form 8-K/A (this “Amendment”) for the sole purpose of amending the Original Form 8-K to include the audited consolidated financial statements of Nissens Automotive and the unaudited pro forma combined financial information of the Company and Nissens Automotive required by Items 9.01(a) and 9.01(b) of Form 8-K. In reliance of the instructions to such items, the Company had previously indicated in the Original Form 8-K that such financial statements and pro forma financial information would be provided no later than 71 days from the date on which the Original Form 8-K was required to be filed.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited consolidated financial statements of Nissens Automotive for the fiscal years ended April 30, 2024 and 2023 are attached to this Amendment as Exhibit 99.1 and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma combined balance sheet as of September 30, 2024, and the unaudited pro forma combined statements of operations for the nine months ended September 30, 2024 and for the year ended December 31, 2023, and the accompanying notes thereto, which give effect to the Acquisition, are attached to this Amendment as Exhibit 99.2 and incorporated herein by reference.

(d) Exhibits.

23.1	Consent of EY Godkendt Revisionspartnerselskab, Independent Auditors.
99.1	Audited consolidated financial statements of Nissens Automotive for the fiscal years ended April 30, 2024 and 2023.
99.2	Unaudited pro forma combined balance sheet as of September 30, 2024, and unaudited pro forma combined statements of operations for the nine months ended September 30, 2024 and for the year ended December 31, 2023, and the accompanying notes thereto.
104	Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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 hereunto duly authorized.

STANDARD MOTOR PRODUCTS, INC.
By:	/s/ Nathan R. Iles
	Nathan R. Iles
	Chief Financial Officer

Date: January 17, 2025

Exhibit Index

Exhibit No.	Description
23.1	Consent of EY Godkendt Revisionspartnerselskab, Independent Auditors.
99.1	Audited consolidated financial statements of Nissens Automotive for the fiscal years ended April 30, 2024 and 2023.
99.2	Unaudited pro forma combined balance sheet as of September 30, 2024, and unaudited pro forma combined statements of operations for the nine months ended September 30, 2024 and for the year ended December 31, 2023, and the accompanying notes thereto.
104	Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.

Document

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-256362, No. 333-211461, No. 333-174330, and No. 333-134239) of Standard Motor Products, Inc. of our report dated January 17, 2025, relating to the consolidated financial statements of SMP Nissens III ApS as of and for the years ended April 30, 2024 and 2023 appearing in this Current Report on Form 8-K/A of Standard Motor Products, Inc.

/s/ EY Godkendt Revisionspartnerselskab

Copenhagen, Denmark

January 17, 2025

EX-99.1 - SMP Nissens III ApS Historical Financials 2023-2024 Exhibit 99.1

SMP Nissens III ApS

Ormhøjgårdvej 9, 8700 Horsens

Contents

Report of Independent Auditors1

Consolidated financial statements2

Income statement2

Statement of other comprehensive income3

Balance sheet4

Cash flow statement5

Statement of changes in equity6

Overview of notes to the consolidated financial statements8

Notes9

Report of Independent Auditors

To the Board of Directors of SMP Nissens III ApS

Opinion

We have audited the consolidated financial statements of SMP Nissens III ApS and subsidiaries (the Group), which comprise the consolidated

balance sheets as of 30 April 2024 and 2023, and the related consolidated statements of income, other comprehensive income, changes in equity

and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Group at 30 April 2024

and 2023, and the results of its operations and its cash flows for the years then ended in accordance with International Financial Reporting

Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities

under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We

are required to be independent of the Group and to meet our other ethical responsibilities in accordance with the relevant ethical requirements

relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Restatement of Financial Statements

As discussed in notes 1, 2, and 34 to these consolidated financial statements, the previously issued local Danish consolidated financial statements

have been restated. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS as issued by the IASB,

and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements

that are free of material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate,

that raise substantial doubt about the Group’s ability to continue as a going concern for one year after the date that the financial statements are

available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether

due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not

absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement

when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may

involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if

there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the

financial statements.

In performing an audit in accordance with GAAS, we:

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform

audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and

disclosures in the financial statements.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Accordingly, no

such opinion is expressed.

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by

management, as well as evaluate the overall presentation of the financial statements.

•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the

Group’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,

significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ EY Godkendt Revisionspartnerselskab

Copenhagen, Denmark

17 January 2025

Consolidated financial statements

Income statement

For the year 1 May - 30 April

Note	DKK’000		2023/2024
4	Revenue	1,814,486		1,730,427
	Cost of raw materials and consumables		-1,001,417	-1,180,733
	Changes in inventories of finished goods and work in progress		-53,386	45,859
	Other operating income	6,214		8,877
	Other external costs		-267,180	-268,735
5	Staff costs		-213,159	-209,207
	Operating profit before depreciation and amortisation		285,558	126,488
7	Depreciation and amortisation		-89,198	-90,423
	Operating profit before interest		196,360	36,065
8	Finance income		7,713	2,178
8	Finance expenses		-20,292	-18,105
	Result before tax		183,780	20,138
9	Tax		-39,938	-1,718
	Result for the year		143,842	18,420
	Attributed to:
	Equity holders of the parent		104,989	13,404
	Non-controlling interests		38,853	5,016
			143,842	18,420

Consolidated financial statements

Statement of other comprehensive income

For the year 1 May - 30 April

DKK’000	2023/2024	2022/2023
Result for the year	143,842	18,420
Other comprehensive income
Other comprehensive income to be reclassified to profit or loss in<br><br>subsequent periods:
Exchange differences on translation of foreign operations	4,527	-3,015
Other comprehensive income/(loss) for the year, net of tax	4,527	-3,015
Total comprehensive income	148,369	15,405
Attributed to:
Equity holders of the parent	108,294	11,200
Non-controlling interests	40,075	4,205
	148,369	15,405

Consolidated financial statements

Balance sheet

Note	DKK’000	30 April 2024	30 April 2023
	ASSETS		(As restated – note<br><br>34
	Non-current assets
10	Intangible assets	820,843	852,023
12	Property, plant and equipment	196,822	222,252
15	Other financial assets	2,446	2,422
9	Deferred tax assets	15,894	11,302
	Deposits	2,840	3,779
	Total non-current assets	1,038,845	1,091,778
	Current assets
16	Inventory	542,459	604,812
17	Trade and other receivables and prepayments	351,584	323,070
9	Income tax receivable	1,654	10,806
	Cash and cash equivalents	97,098	66,281
	Total current assets	992,795	1,004,969
	TOTAL ASSETS	2,031,640	2,096,747
	EQUITY AND LIABILITIES
	Equity
19	Share capital	715	715
	Foreign currency translation reserve	10,902	7,597
	Retained earnings	840,657	735,685
	Equity attributable to equity holders of the parent	852,274	743,997
20	Non-controlling interests	315,098	275,204
	Total equity	1,167,371	1,019,201
	Non-current liabilities
22	Borrowings	184,847	308,410
13	Lease liabilities	31,622	63,913
9	Deferred tax liabilities	68,648	72,497
21	Provisions	1,704	2,000
24	Other payables	9,217	8,719
	Total non-current liabilities	296,038	455,539
	Current liabilities
18	Contract liabilities	7,097	5,199
23	Loan from related party	0	64,776
13	Lease liabilities	36,645	30,008
24	Trade and other payables	463,399	414,049
9	Income tax payable	30,412	5,309
21	Provisions	3,073	2,016
22	Bank loan	27,605	100,650
	Total current liabilities	568,231	622,008
	Total liabilities	864,269	1,077,547
	TOTAL EQUITY AND LIABILITIES	2,031,640	2,096,747

Consolidated financial statements

Cash flow statement

For the year 1 May - 30 April

Note	DKK’000	30 April 2024	30 April 2023
		(As restated – note<br><br>34	(As restated – note<br><br>34
	Result before tax	183,781	20,138
8	Finance income	-7,780	-2,178
8	Finance expenses	20,358	18,105
25	Changes in working capital	92,899	-74,372
26	Non-cash operating items	90,440	91,053
	Net cash flows from operating activities before interest	379,698	52,746
8	Finance income, received	4,658	-1,066
9	Income tax paid	-14,683	-21,897
	Net cash flows from operating activities	369,673	29,783
	Investing activities
10	Purchase of intangible assets	-9,466	0
10	Development expenditures capitalized	-4,004	-4,121
12	Purchase of property, plant and equipment	-13,822	-21,394
12	Proceeds from sale of property, plant and equipment	100	0
	Change in deposits etc.	744	-464
15	Investments in other financial assets	-409	-244
	Net cash flows used in investing activities	-26,857	-26,223
	Financing activities
23	Repayment of loan from related party	-64,776	0
29	Repayment of borrowings	-125,000	0
29	Change in short term bank facilities	-73,042	-29,642
8	Net interest paid, borrowings	-16,360	-12,603
13	Payment of principal portion of lease liabilities	-32,821	-31,763
	Net cash flows from financing activities	-311,999	-74,008
	Cash flow for the year	30,817	-70,448
	Cash and cash equivalents at 1 May	66,281	136,729
	Cash and cash equivalents at 30 April	97,098	66,281

Consolidated financial statements

Statement of changes in equity

For the year 1 May 2023 - 30 April 2024

DKK’000	Share<br><br>capital	Foreign currency<br><br>translation<br><br>reserve	Retained<br><br>earnings	Total	Non-controlling<br><br>interest	Total equity
Equity 1 May 2023 (restated)	715	7,597	735,685	743,997	275,204	1,019,201
Comprehensive income 2023/24
Result for the year	0	0	104,989	104,989	38,853	143,842
Other comprehensive income
Exchange differences on translation of foreign<br><br>operations	0	3,305	0	3,305	1,222	4,527
Total other comprehensive income	0	3,305	0	3,305	1,222	4,527
Total comprehensive income for the year	0	3,305	104,989	108,294	40,075	148,369
Transactions with owners
Share buy-back	0	0	-17	-17	-180	-197
Total transactions with owners	0	0	-17	-17	-180	-197
Equity 30 April 2024	715	10,902	840,657	852,274	315,098	1,167,371

Consolidated financial statements

Statement of changes in equity

For the year 1 May 2022 - 30 April 2023

DKK’000	Share<br><br>capital	Foreign currency<br><br>translation<br><br>reserve	Retained<br><br>earnings	Total	Non-controlling<br><br>interest	Total equity
Equity 1 May 2022 (restated)	715	9,799	722,282	732,796	270,998	1,003,794
Comprehensive income 2022/23
Result for the year	0	0	13,402	13,402	5,018	18,420
Other comprehensive income
Exchange differences on translation of foreign<br><br>operations	0	-2,202	0	-2,202	-813	-3,015
Total other comprehensive income	0	-2,202	0	-2,202	-813	-3,015
Total comprehensive income for the year	0	-2,202	13,402	11,200	4,205	15,405
Transactions with owners
Equity-settled share-based payments	0	0	1	1	1	2
Total transactions with owners	0	0	1	1	1	2
Equity 30 April 2023 (restated)	715	7,597	735,685	743,997	275,204	1,019,201

Consolidated financial statements

Overview of notes to the consolidated financial statements

Note
1	Business information
2	Material accounting policies
3	Significant accounting judgements, estimates and assumptions
4	Revenue
5	Staff costs
6	Share-based payments
7	Amortisation and depreciation
8	Net finance costs
9	Income tax
10	Intangible assets
11	Impairment test
12	Property, plant and equipment
13	Leases
14	Investments in subsidiaries
15	Other financial assets
16	Inventory
17	Trade and other receivables
18	Contract assets and liabilities
19	Equity
20	Non-controlling subsidiaries
21	Provisions
22	Borrowings
23	Loans from related parties
24	Trade and other payables
25	Change in working capital
26	Non-cash operating items
27	Pledges, collateral and contingencies etc.
28	Financial risk and financial instruments
29	Changes in liabilities arising from financing activities
30	Other contingent liabilities
31	Related party disclosures
32	Events after the reporting period
33	Standards issued but not yet effective
34	Restatements to the previously reported Consolidated<br><br>Financial Statements

Consolidated financial statements

Notes

1Business information

SMP Nissens III ApS (until 1 November 2024 known as AX V Nissens III ApS) is a private limited company

registered in Denmark and is headquartered at Ormhøjgårdvej 9, 8700 Horsens. The SMP Nissens Group

(or “Nissens” or “the Group” or “the company”) are specialized in production and supply of products within

engine cooling, climate systems and engine efficiency within the European, Asian and American

automotive aftermarket. Nissens are marketed under the Nissens, AVA and Highway brands.

Nissens has 27 subsidiaries across three continents with activities within sales, production and distribution.

At 30 April 2024, Nissens employs 529 FTE’s, of which 178 are located in Slovakia, 158 are located in

Denmark, 31 are located in China and 162 are employed in other countries.

The company has since 2018 issued consolidated financial statements which have been prepared in

accordance with IFRS Accounting Standards as adopted by the EU and additional Danish disclosures.

The latest Annual Accounts were issued for the accounting year 1 May 2023 to 30 April 2024 on 24 June

2024 and audited in accordance with International Standards of Audit (ISA). The Annual Report was

presented and approved at the Annual General Meeting on the 28 June 2024.

Subsequently, on 1 November 2024, Standard Motor Products, Inc., (SMP), completed its acquisition of

100% of Nissens. The acquisition was completed pursuant to a Share Sale and Purchase Agreement,

dated as of 5 July 2024.

As a consequence of the acquisition, consolidated financial statements as of and for the years ended 30

April 2024 and 2023 have to be prepared in accordance with International Financial Reporting Standards

(IFRS)as issued by the International Accounting Standards Board (IASB) and audited in accordance with

auditing standards generally accepted in the United States of America.

Please refer to note 34 for a description of differences between previous issued local Danish consolidated

financial statements and these consolidated financial statements and note 32 for a description of

subsequent events.

These consolidated financial statements as of and for the years ended 30 April 2024 and 2023, prepared in

accordance with International Financial Reporting Standards (IFRS) as issued by the International

Accounting Standards Board, were approved by the Board of Directors on 17 January 2025.

Consolidated financial statements

Notes

2Material accounting policies

The consolidated financial statements for SMP Nissens III ApS as of and for the years ended 30 April 2024

and 2023 are prepared for the purpose of Standard Motor Products, Inc.’s Current Report on Form 8-K/A in

relation to Standard Motor Products, Inc. purchasing SMP Nissens III Aps.

Compliance with IFRS

The consolidated financial statements are prepared in accordance with International Financial Reporting

Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

These consolidated financial statements for the years ended 30 April 2024 and 2023 are the first set of

consolidated financial statements prepared in accordance with International Financial Reporting Standards

(IFRS) as issued by International Accounting Standards Board (IASB). There are no differences in the

accounting principles applied to the previous reported consolidated financial statement in accordance with

IFRS Accounting Standards as adopted by the EU.

Refer to note 34, for a description of restatements between the previous issued local Danish consolidated

financial statements as described in note 1 and these consolidated financial statements.

A third statement of financial position as at 1 May 2022 has been omitted as the only effect on the

statement of position as at 1 May 2023 is a reclassification of DKK 64,6 million from Equity (Non-controlling

interests) to non-current financial liability as explained in note 34.

The consolidated financial statements have been presented in Danish kroner (DKK), rounded to the

nearest thousand.

The accounting policies have been applied consistently in the financial year and for the comparative

figures.

Impact of new accounting standards

Effective 1 May 2023, the Group has implemented the following amended standards and interpretations:

► IFRS 17 Insurance Contracts including amendments to IFRS 17 Amendments to IFRS 17: initial

application of IFRS 17 Insurance Contracts and IFRS 9 Financial instruments – Comparative information.

► Amendments to 1 Presentation of Financial Statements and IFRS practice Statement 2: Disclosure of

accounting policies.

► Amendments to IAS 8 Accounting Policies, changes in Accounting Estimates and Errors: Definition of

Accounting Estimates

► Amendments to IAS 12 Income Taxes: Deferred Tax Related to Assets and Liabilities Arising from a

Single Transaction.

► Amendments to IAS 12 Income taxes: International Tax Reform – Pillar Two Model Rules

The changes have not had any impact on recognition and measurement in the consolidated financial

statements.

Consolidated financial statements

The consolidated financial statements comprise of SMP Nissens III ApS (the parent) and the subsidiaries

controlled by the parent. The Group controls an entity if the Group directly or indirectly owns more than

50% of the voting rights, or when the Group in one way or another has the ability to have a controlling

influence. Please refer to the overview of the Nissens Group in Note 14.

Consolidated financial statements

Notes

2Material accounting policies (continued)

Business combinations and goodwill

The acquisition method is applied to acquisitions of new businesses over which SMP Nissens III ApS

obtains control. The acquired businesses’ identifiable assets and liabilities are measured at fair value at the

acquisition date. Deferred tax related to the fair value adjustments that have been identified are

recognised.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred

and the amount recognised for non-controlling interests and any previous interest held over the net

identifiable assets acquired and liabilities assumed. After initial recognition, goodwill is measured at cost,

less any accumulated impairment losses.

Foreign currency translation

On initial recognition, foreign currency transactions are translated at the exchange rate at the transaction

date. Foreign exchange differences arising between the rate at the transaction date and the rate at the

date of payment are recognised in profit or loss as financial income or financial expenses.

When companies with a functional currency other than Danish kroner are included in the consolidated

financial statements, the income statement and other comprehensive income are translated at the

exchange rate valid on the transaction date and the balance sheet items are translated at the exchange

rates valid on the balance sheet date. The average rate for the individual months is used as the rate for the

transaction date to the extent that this does not result in a significant difference.

Exchange differences, arising from the translation of these companies’ equity at the start of the year to

exchange rates at the balance sheet date and on translation comprehensive income from the exchange

rate at the date of transaction to exchange rates at the balance sheet date, are recognised in other

comprehensive income in a separate currency translation reserve under equity.

Revenue

Revenue is measured at fair value of the agreed consideration excluding value-added taxes (VAT) and

taxes charged on behalf of third parties. All discounts granted are recognised in revenue.

The variable part of the total consideration is not recognised in revenue until it is highly probable that it will

not be reversed in subsequent periods.

Sale of finished goods is recognised when control over the individual identifiable performance obligation in

the sales agreement is transferred to the customer. In general, this is considered to occur at the time of

physical delivery.

The buyer has, in some cases, a right to return. The Group recognises revenue for this at the time of the

physical delivery to the buyer to the extent that it can be reliably measured how much of the delivery, after

the balance sheet date, that is expected to be returned. The portion of the delivery that is expected to be

returned is not recognised as revenue but is recognised as a contract liability in the balance sheet.

Consolidated financial statements

Notes

2Material accounting policies (continued)

Payment terms in the Group's sales agreements

The payment terms in the Group's sales agreements with customers are dependent partly on the

underlying customer relationship and partly on the market segment.

The Group’s standard terms of payments are normally between 30-90 days.

The Group receives prepayments for some sales agreements. The prepayments do not necessarily reflect

the work performed and do not affect the time of the recognition of revenue. Prepayments are recognised

as contract liabilities until delivery of the goods.

Other operating income

Other operating income comprises income that is not product-related. This includes income from

government grants, sale of assets and other income of a secondary nature in relation to the main activities

of the Group.

Other external costs

Other external costs include expenses related to the Company’s principal activities arising during the year.

This includes expenses for sales, advertisement, administration, office buildings, expected credit losses,

etc.

Staff costs

Staff costs include wages and salaries, including holiday pay and retirement benefits, as well as other

expenses for social security, etc. for the Group’s employees.

Share-based payments

Employees (including senior executives) of the Group receive remuneration in the form of share-based

payments.

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the grant date using an

appropriate valuation model.

The cost is recognised in staff costs together with a corresponding increase in equity (other capital

reserves) over the year in which the service, and, where applicable, the performance conditions, are

fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each

reporting date until the vesting date reflects the extent to which the vesting period has expired and the

Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or income

in the statement of profit or loss for a year represents the movement in cumulative expense recognised at

the beginning and end of that year.

Consolidated financial statements

Notes

2Material accounting policies (continued)

Depreciation and amortisation

Depreciation and amortisation are provided on a straight-line basis over the expected useful lives of the

assets/components. The expected useful lives are as follows:

Development projects	3-5 years
Brand	15 years
Rights and acquired intangible assets	2-10 years
Buildings	20-25 years
Plant and machinery	5-10 years
Other fixtures and fittings, tools and equipment	2-7 years
Right-of-use assets	Over the term of the lease contract

Land is not depreciated.

Depreciation is calculated on the basis of the cost price of the asset/component less the residual value, if

any. The depreciation period and the residual value are determined at the acquisition date and are

reassessed annually. If the residual value exceeds the carrying amount, depreciation is discontinued.

Gains and losses on sale of property, plant and equipment are calculated as the difference between the

sales price less the sales expenses and the carrying amount at the date of sale. Gains or losses are

recognised in the income statement within other operating income and other operating expenses,

respectively.

Finance income and expenses

Finance income and expenses are recognised in the income statement in the period for which they are

related to. Finance income and expenses comprise interest income and expenses, exchange gains and

losses on transactions denominated in foreign currencies etc., as well as surcharges, gain/loss on foreign

exchange instruments and allowances under the on-account tax scheme, etc.

Income tax

Current income tax

SMP Nissens III ApS is jointly taxed with all its Danish affiliated companies and subsidiaries. The

subsidiaries are included in the joint taxation from the date which they are included in the consolidation

until the date which they are excluded from the consolidation.

The Company is the ultimate parent company and administrative company for the joint taxation and settles

the payments of the joint taxation with the taxation authorities.

The actual corporation tax is distributed by settling joint taxation contributions between the jointly taxed

companies relative to their income. The companies with a tax deficit receive a joint tax contribution from

the companies which have been able to apply the deficit for reducing their own taxable surplus.

Current income tax assets and liabilities are measured at the amount expected to be recovered from or

paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are

enacted or substantively enacted at the reporting date in the countries where the Group operates and

generates taxable income.

Consolidated financial statements

Notes

2Material accounting policies (continued)

Deferred tax

Deferred tax is measured using the balance sheet liability method on all temporary differences between the

carrying amount and the tax base of assets and liabilities. However, deferred tax is not recognised on

temporary differences relating to assets and liabilities without affecting either the profit or loss for the year

or the taxable income.

Adjustments are made to deferred tax resulting from the elimination of unrealized intra-group profits and

losses.

Deferred tax is measured according to the tax rules and at the tax rates applicable in the respective

countries at the balance sheet date when the deferred tax is expected to crystallise as current tax.

Deferred tax assets are recognised at the expected value of their utilisation; either as a set-off against tax

on future income or as a set-off against deferred tax liabilities in the same legal tax entity and jurisdiction.

Balance sheet

Goodwill

Goodwill is measured in the balance sheet at cost in connection with initial recognition. Subsequently,

goodwill is measured at cost less accumulated impairment losses. Goodwill is allocated to the cash-

generating units as defined by management. The determination of cash-generating units complies with the

managerial structure and the internal control and reporting in the Group.

Other intangible assets

The useful lives of intangible assets are assessed as either finite or indefinite.

Only assets, for which the Group exercise control, are capitalised. Assets where in substance the Group

does not exercise control, i.e., cloud arrangements, where the Group does not possess a right to transfer

the software from the supplier, is expensed in the income statement under Other external costs.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment

whenever there is an indication that the intangible asset may be impaired. The useful lives and

amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each

reporting year.

Rights and development projects

Development projects that are clearly defined and identifiable, where the technical feasibility, sufficient

resources and a potential future market or development opportunities are demonstrated, and where the

Group intends to complete and use the individual project, are recognised as intangible assets provided that

the cost can be measured reliably and that there is sufficient assurance that future earnings or the net

selling price can cover production costs, selling and administrative expenses and development costs.

Other development costs are recognised under Other External Costs in the income statement as incurred.

Rights and development projects are measured at cost less accumulated amortisation and impairment.

Following the completion of development projects, development costs are amortized on a straight-line

basis over the estimated useful life from the date when the asset is available for use.

Consolidated financial statements

Notes

2Material accounting policies (continued)

Property, plant and equipment

Land and buildings, plant and machinery and other fixtures and fittings are measured at cost less

accumulated depreciation and impairment losses. Cost comprises the purchase price and any costs

directly attributable to the acquisition until the date when the asset is available for use.

The cost for a total asset is split into separate components, which are depreciated separately, if the useful

life of each of the components differ.

Leases

The right-of-use asset and corresponding lease liability are recognised at the commencement date, i.e.,

the date the underlying asset is ready for use and when the Group obtains the right to obtain the economic

benefits from the use of it.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liabilities

adjusted for any lease payments made at or before the commencement date, plus any initial costs

incurred.

The lease liabilities are initially measured at the present value of the lease payments that are not paid at

the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be

readily determined, an incremental borrowing rate.

Lease payments included in the measurement of the lease liabilities comprise the following:

•Fixed payments from commencement date

•Variable lease payments that depend on an index or a rate, initially measured using the index or

rate at the commencement date

•The exercise price of a purchase option if it is reasonably certain to exercise the options

•Amount expected to be payable under residual value guarantees

The lease liabilities are subsequently measured at amortised cost using the effective interest method. The

lease liabilities are adjusted when there is a change in future lease payments, typically due to a change in

index or rate on property leases, or if there is a reassessment of whether an extension or termination

option will be exercised.

When the lease liabilities are adjusted in this way, a corresponding adjustment is made to the carrying

amount of the right-of-use assets, or is recorded in profit or loss if the carrying amount of the right-of-use

assets has been reduced to zero.

Subsequently, the asset is measured at cost less accumulated depreciation and impairment losses. The

right-of-use assets are depreciated from the commencement date over the shorter period of the lease term

and useful life of the underlying asset. When it is reasonably certain that the Group will obtain ownership of

the leased asset after the lease period, the asset is depreciated over the useful life.

Depreciation is provided on a straight-line basis over the expected lease period.

The Group has chosen not to recognize low value lease assets and short-term leasing contracts in the

balance sheet. Lease payments on short-term leases and low-value assets are recognised as expenses on

a straight-line basis according to the lease contract.

The right-of-use assets are presented in property, plant and equipment and the lease liabilities in

borrowings.

Consolidated financial statements

Notes

2Material accounting policies (continued)

Other financial assets

Other financial assets, which comprise non-listed equity investments, are classified upon initial recognition

as equity instruments designated at fair value through other comprehensive income (OCI) when they meet

the definition of equity under International Accounting Standard (IAS) 32, Financial Instruments:

Presentation and are not held for trading.

Gains and losses on these financial assets are never reclassified to the income statement. Dividends are

recognised as other income in the income statement when the right of payment has been established,

except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset,

in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are

not subject to impairment assessment.

Impairment of non-current assets

Goodwill is tested annually for impairment, initially before the end of the year of acquisition.

The carrying amount of goodwill is tested for impairment, along with the other non-current assets in the

cash-generating unit or group of cash-generating units to which goodwill and brands are allocated and

written down to recoverable amount through the income statement if the carrying amount is higher. The

recoverable amount is generally measured as the present value of expected future net cash flow from the

business or activity (cash-generating unit) to which goodwill and brands relate.

For other non-current assets, if there is an indication of impairment, the carrying amount of intangible

assets and property, plant and equipment is tested for evidence of impairment.

When there is evidence that assets may be impaired, an impairment test is performed for each of the

assets/group of assets. An impairment is recognised at the recoverable amount, if this is lower than the

carrying amount.

The recoverable amount is the higher of the value in use or fair value less costs of disposal.

During the period of development, development costs are tested annually for impairment.

Inventory

Inventory is measured at cost according to the FIFO method. If the net realisable value is lower than the

cost, then they are impaired to the lower value.

Cost of goods for resale as well as raw materials and consumables include the purchase price plus the

delivery cost, as well as direct wages and indirect production expenses in terms of leaflets and packaging

of goods for resale.

The net realisable value of inventories is determined as the selling price less costs of completion and costs

incurred to effectuate the sale, and taking into account marketability, obsolescence and developments in

the expected selling price.

Consolidated financial statements

Notes

2Material accounting policies (continued)

Trade and other receivables

Receivables are measured at amortised cost. Write-down for bad and doubtful debts is made in

accordance with the simplified expected credit loss model according to which the total loss is recognised

immediately in the income statement at the same time as the receivable is recognised in the balance sheet

based on the expected loss in the useful life of the receivable.

Trade receivables are monitored continuously according to the Group's risk management until realisation.

Write-downs are calculated based on the expected loss ratio, which is estimated based on historical data,

adjusted for estimates of the effect of expected changes in relevant parameters such as financial

development, political risks, etc., in the relevant market.

Factoring arrangements

For factoring arrangements, where the Group’s involvement in receivables sold under these programs is

limited to administration and financial costs related to delayed payments, and thus only carries an

immaterial risk on these receivables, the receivables are derecognised upon receipt of payment from the

third party finance provider.

Equity

Non-controlling interests

On initial recognition, non-controlling interests are measured at the fair value of the non-controlling

interests' ownership share or at the non-controlling interests' proportionate share of the fair value of the

acquired business' identifiable assets, liabilities, contingent liabilities and with full recognition of non-

controlling share of goodwill.

Other provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a

past event and it is probable that an outflow of resources embodying economic benefits will be required to

settle the obligation and a reliable estimate can be made of the amount of the obligation.

Warranty provisions

Provisions for warranty-related costs are recognised when the product is sold to the customer. Initial

recognition is based on historical experience. The initial estimate of warranty-related costs is revised

annually.

The standard terms is a 12-month warranty period.

Trade and other payables

The Group’s financial liabilities include trade and other payables. Trade payables are non-interest bearing

and are settled on normal market terms. Other payables are non-interest bearing.

Contract liabilities

Contract liabilities include prepayments from customers and other liabilities where the Group has a future

commitment to deliver goods or to accept a return commitment. Contractual liabilities are reduced when

the related goods or service items are invoiced, either fully or partially.

Consolidated financial statements

Notes

2Material accounting policies (continued)

Liabilities

Financial liabilities, including preference shares with contingent settlement provisions which are regarded

as outside the control of the issuing entity, are recognised at the date of borrowing at fair value less directly

attributable transaction costs paid. On subsequent recognition, financial liabilities are measured at

amortized cost, corresponding to the capitalized value using the effective interest rate. Accordingly, the

difference between the proceeds and the nominal value is recognised in the income statement over the

term of the loan. Non-financial liabilities are measured at net realisable value.

Derivatives

The Group uses derivative financial instruments in the form of forward currency contracts and interest rate

swaps to hedge its foreign currency risks and interest rate risks, respectively. Such derivative financial

instruments are initially recognised at fair value on the date on which a derivative contract is entered into

and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair

value is positive and as financial liabilities when the fair value is negative.

Subsequently, fair value adjustments are accounted for as follows:

Forward currency contracts: Not designated as a hedge for accounting. Any gains or losses arising from

changes in the fair value of forward currency contracts are recognised in the profit or loss statement.

Interest rate swaps: Designated as an effective hedge for accounting. Any gains or losses arising from

changes in the fair value of interest rate swaps are recognised directly in other comprehensive income.

Fair value

Fair value measurements are based on the principal market. If no principal market exists, the

measurement is based on the most advantageous market, i.e. the market that maximises the price of the

asset or liability less transaction and/or transport costs.

All assets and liabilities which are measured at fair value, or whose fair value is disclosed, are classified

based on the fair value hierarchy, see below:

Level 1:Value in an active market for similar assets/liabilities

Level 2:Value based on recognised valuation methods on the basis of observable market

information

Level 3:Value based on recognised valuation methods and reasonable estimates (non-observable

market information)

Consolidated financial statements

Notes

2Material accounting policies (continued)

Cash flow statement

The cash flow statement shows the Group's cash flows from operating, investing and financing activities for

the year, the year’s changes in cash and cash equivalents as well as the Group's cash and cash

equivalents at the beginning and end of the year.

The cash flow effect of acquisitions and disposals of entities is shown separately in cash flows from

investing activities. Cash flows from corporate acquisitions are recognised in the cash flow statement from

the date of acquisition. Cash flows from disposals of entities are recognised up until the date of disposal.

Cash flows from operating activities

Cash flows from operating activities are calculated as the Group's profit/loss before taxes adjusted for non-

cash operating items, interest received, changes in working capital and income taxes paid.

Cash flows from investing activities

Cash flows from investing activities comprise payments in connection with acquisitions and disposals of

entities, activities and intangible assets, property, plant and equipment and financial assets.

Cash flows from financing activities

Cash flows from financing activities comprise changes in the size or composition of the Group's share

capital and related costs as well as the raising of loans, repayment of interest-bearing debt, paid interest

on interest-bearing debts, and payment of dividend to shareholders.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances.

Consolidated financial statements

Notes

3Significant accounting judgements, estimates and assumptions

Impairment tests for goodwill

Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate that

the carrying amount of goodwill has been impaired, for example due to a changed business climate. In

order to determine if the value of goodwill has been impaired, the cash-generating unit to which goodwill

has been allocated must be valued using present value techniques. When applying this valuation

technique, the Company relies on a number of factors, including historical results, business plans,

forecasts and market data.

This is further described in note 11.

Receivables

Estimates are used in determining the level of receivables that cannot be collected according to

management. When evaluating the adequacy of the allowance for doubtful receivables, management

analyses trade receivables and examines changes in customer creditworthiness, reports from credit

insurance companies, customer payment patterns and current economic trends. Refer to note 17.

Inventory

Inventories are measured at the lower of cost and net realisable value. Uncertainty in estimation for

inventory relate to write-downs to net realisable value.

The valuation of inventory is according to the Group policy including assessment of provision for slow

moving and/or obsolete inventory.

For a specification of inventory, see note 16.

Estimating the incremental borrowing rate of leases

The Group cannot readily determine the interest rate implicit in the leases, therefore, the Group uses its

incremental borrowing rate to measure lease liabilities. The incremental borrowing rate is the rate of

interest which the Group would have to pay to borrow over a similar term and with a similar security, the

funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic

environment. The incremental borrowing rate therefore reflects what the Group ‘would have to pay’, which

requires estimation when no observable rates are available or when they need to be adjusted to reflect the

terms and conditions of the lease. The Group estimates the incremental borrowing rate using observable

inputs when available and is required to make certain entity-specific estimates.

Determining the lease term of contracts with renewal and termination options

The Group determines the lease term as the non-cancellable term of the lease, together with any periods

covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered

by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Group has several lease contracts that include extension and termination options. The Group applies

judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or

terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to

exercise either the renewal or termination. After the commencement date, the Group reassesses the lease

term if there is a significant event or change in circumstances that is within its control and affects its ability

to exercise or not to exercise the option to renew or to terminate.

The Group included the renewal period for buildings as part of the lease term for leases of right-of-use

assets with shorter non-cancellable period unless there are specific plans to terminate the lease.

Consolidated financial statements

Notes

3Significant accounting judgements, estimates and assumptions (continued)

The renewal periods for leases of right-of-use assets with longer non-cancellable periods are not included

as part of the lease term as these are not assessed as reasonably certain to be exercised. Furthermore,

the periods covered by termination options are included as part of the lease term only when they are

reasonably certain not to be exercised. Refer to note 13 for information on potential future rental payments

relating to periods following the exercise date of extension and termination options that are not included in

the lease term.

Climate change

In preparing the consolidated financial statements, the Group has considered climate change, including

climate change scenarios and the Group’s goals, on the estimates and judgements used in preparing the

consolidated financial statements.

For the year end 30 April 2024, no material impact on financial reporting judgement and estimates arising

from climate change were identified, as a result the valuation of assets or liabilities have not been

significantly impacted by climate change risks.

Consolidated financial statements

Notes

4Revenue

Brands and product groups

| DKKDKK’000 | 1 May 2023 – 30 April 2024 | 1 May 2022 – 30 April 2023 | | --- | --- | --- || Revenue from external customers | | | | --- | --- | --- | | Nissens, hereof | | | | Engine cooling | 646,404 | 650,926 | | Climate | 580,431 | 560,264 | | Efficiency & emissions | 242,276 | 194,043 | | AVA | 168,085 | 169,405 | | Highway | 177,290 | 155,789 | | Total | 1,814,486 | 1,730,427 |

Geographical Markets

| DKKDKK’000 | 1 May 2023 – 30 April 2024 | 1 May 2022 – 30 April 2023 | | --- | --- | --- || Revenue from external customers | | | | --- | --- | --- | | Europe | 1,641,095 | 1,532,854 | | America | 89,765 | 100,319 | | Asia & Pacific | 65,956 | 89,084 | | Other | 17,670 | 8,170 | | Total | 1,814,486 | 1,730,427 |

Consolidated financial statements

Notes

5Staff costs

DKK’000	1 May 2023 –<br><br>30 April 2024	1 May 2022 –<br><br>30 April 2023
Wages and salaries	199,845	198,386
Pensions, defined contribution plans	8,148	6,661
Employee benefits/other remunerations	5,166	4,158
Share-based payments	0	2
Total employee benefit expense	213,159	209,207
Average number of full-time employees	540	551

Remuneration to board of directors is paid out from SMP Nissens ApS. The executive board does not

receive remuneration.

Consolidated financial statements

Notes

6Share-based payments

No warrants have been granted in the financial years 2022/2023 and 2023/2024.

The Board of Directors and other employees were granted warrants to purchase shares in SMP Nissens II

ApS at a given exercise price. The warrants vested on 30 June 2023. The warrant programs are contingent

on continued employment in the Group unless assessed as a “good leaver”.

The fair value of the granted warrants is estimated using the Black-Scholes Model. The value is calculated

applying the following assumptions:

Estimated volatility (based on a selected peer-group)30%

Risk free interest rate-0.43%

Market value per shareDKK 10

Dividend yield0%

Every warrant grants the right to buy one share in SMP Nissens II ApS at a nominal value of DKK 0.01 at

an exercise price of DKK 10 plus 8% per year.

The fair value per warrant at grant dates was estimated to be DKK 1.10 – 1.19.

Estimating fair value for share-based payment transactions requires a determination of the most

appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also

requires a determination of the most appropriate inputs to the valuation model, including the expected life

of the share option or appreciation right, volatility and dividend yield and making assumptions about them.

The fair values of awards granted were determined using the Black-Scholes Model that takes into account

factors specific to the share incentive plans, such as the vesting period.

The inputs used for the valuation model include, among others, the exercise price of the award, the

expected life of the option, the expected volatility, the expected dividend yield and the risk-free interest

rate.

Specification of outstanding share warrants

	Board of directors<br><br>of the parent<br><br>company	Other employees	Total<br><br>number
Outstanding at 1 May 2022	1,320,000	8,799,450	10,119,450
Outstanding at 30 April 2023	1,320,000	8,799,450	10,119,450
Outstanding at 1 May 2023	1,320,000	8,799,450	10,119,450
Cancelled	0	-49,500	-49,500
Outstanding at 30 April 2024	1,320,000	8,749,950	10,069,950

Of total warrants, none are exercisable at 30 April 2024.

In the financial year, there was no expense in regard to share-based payments (2022/2023: 2 thousand

DKK).

Consolidated financial statements

Notes

7Amortisation and depreciation

DKK’000	1 May 2023 -<br><br>30 April 2024	1 May 2022 -<br><br>30 April 2023
Amortisation, intangible assets	44,650	44,260
Depreciation, property, plant and equipment	44,548	46,163
	89,198	90,423

8Net finance costs

Finance income	1 May 2023 –<br><br>30 April 2024	1 May 2022 –<br><br>30 April 2023
DKK’000
Interest – bank deposits etc.	4,593	1,024
Foreign exchange gains	2,774	1,154
Dividend from investments	346	0
Total finance income	7,713	2,178
Interest on financial assets measured at amortized cost	4,642	1,024

Consolidated financial statements

Notes

8Net finance costs (continued)

Finance expenses	1 May 2023 –<br><br>30 April 2024	1 May 2022 –<br><br>30 April 2023
DKK’000
Interest – borrowings	3,281	8,384
Interest – bank loans and other liabilities	12,962	5,153
Interest on lease liabilities	1,938	1,973
Amortisation borrowings	1,438	2,034
Other finance costs	673	561
Total finance expenses	20,292	18,105
Interest on financial liabilities measured at amortized cost	18,181	15,510

9Income tax

Income statement

DKK’000	1 May 2023 –<br><br>30 April 2024	1 May 2022 –<br><br>30 April 2023
Tax for the current year can be specified as follows:
Tax on the result for the year	39,938	1,718
	39,938	1,718	DKK’000	1 May 2023 –<br><br>30 April 2024	1 May 2022 –<br><br>30 April 2023
---	---	---
Tax for the current year can be specified as follows:
Current income tax charge	48,719	13,967
Change in provision for deferred tax	-7,863	-13,402
Adjustments to prior year	-918	1,153
	39,938	1,718

Consolidated financial statements

Notes

9Income tax (continued)

Tax on the result for the year can be explained as follows:

	1 May 2023 –<br><br>30 April 2024	1 May 2022 –<br><br>30 April 2023
Accounting profit before income tax
Calculated 22% tax on result for the year	40,392	4,430
Difference in the tax rate in foreign subsidiaries relative to 22%	1,127	-536
Tax effect of:
Dividend payment from investments	-23	0
Non-deductible interest	12	0
Other non-deductible expenses	65	93
Utilization of tax losses not recognised prior year	-717	-3,422
Tax adjustments to prior year	-918	1,153
	39,938	1,718
Effective tax (%)	21.7%	8.5%

Tax on other comprehensive income

	1 May 2023 – 30 April 2024
DKK’000	Before tax	Tax	After tax
Exchange differences on the translation of foreign<br><br>operations	4,527	0	4,527
	4,527	0	4,527
	1 May 2022 – 30 April 2023
DKK’000	Before tax	Tax	After tax
Exchange differences on the translation of foreign<br><br>operations	-3,015	0	-3,015
	-3,015	0	-3,015

Consolidated financial statements

Notes

9Income tax (continued)

Deferred tax

DKK’000	30 April 2024	30 April 2023
Deferred tax 1 May	61,195	75,369
Deferred tax for the year recognised in profit for the year	-7,863	-13,402
Deferred tax utilisation and adjustment regarding previous year	-578	-1,062
Currency translation	0	290
Deferred tax 30 April	52,754	61,195
Reflected in the statement of financial position as follows:
Deferred tax assets	15,894	11,302
Deferred tax liabilities	68,648	72,497
Deferred tax 30 April, net	52,754	61,195	DKK’000	30 April 2024	30 April 2023
---	---	---
Deferred tax relates to:
Intangible assets	55,952	62,571
Property, plant and equipment	12,004	13,524
Trade and other receivables	772	863
Inventory	-10,384	-8,708
Borrowings	-226	-373
Provisions and other liabilities	-3,129	-1,491
Tax loss	-2,235	-5,191
	52,754	61,195

In addition to the tax loss recognised in the balance sheet, the Group has total unrecognised tax losses of

8.4 million DKK (taxable value) which, due to the uncertainty of the future utilization, has not been

recognised in the balance sheet. The tax losses can be carried forward as follow:

DKK’000	30 April 2024	30 April 2023
Unlimited	8,352	9,166
Unrecognised tax loss to be carried forward 30 April	8,352	9,166

The Group has a subsidiary in China for which future dividend payments will be subject to withholding tax

in the range of 5 – 10%. The potential withholding tax amounts to 2.2 – 4.4 million DKK.

The withholding tax has not been recognised in the balance sheet as there are no current plans for

dividend payments from the subsidiary in China.

Consolidated financial statements

Notes

9Income tax (continued)

Income tax payable, net

DKK’000	30 April 2024	30 April 2023
Income tax payable 1 May	-5,497	217
Currency adjustment	0	3
Adjustment to current tax prior year	-5,426	0
Current tax for the year	48,719	13,967
Corporation tax paid during the year	-14,683	-21,897
Adjustment to prior year	5,645	2,213
Income tax payable 30 April	28,758	-5,497

Consolidated financial statements

Notes

10 Intangible Assets

DKK’000	Goodwill	Brand	Acquired<br><br>intangible assets	Rights	Development<br><br>projects	Development in<br><br>progress	Total
Cost 1 May 2023	572,005	289,173	200,977	19,440	5,644	5,659	1,092,898
Currency translation	0	0	0	-7	0	0	-7
Additions	0	0	0	166	0	13,304	13,470
Transfer	0	0	0	423	925	-1,348	0
Cost 30 April 2024	572,005	289,173	200,977	20,022	6,569	17,615	1,106,361
Amortisation and impairment 1 May 2023	0	108,444	117,237	14,459	735	0	240,875
Currency translation	0	0	0	-7	0	0	-7
Amortisation	0	19,191	20,098	4,046	1,315	0	44,650
Amortisation and impairment 30 April 2024	0	127,635	137,335	18,498	2,050	0	285,518
Carrying amount 30 April 2024	572,005	161,538	63,642	1,524	4,519	17,615	820,843

Consolidated financial statements

Notes

10Intangible assets

DKK’000	Goodwill	Brand	Acquired<br><br>intangible assets	Rights	Development<br><br>projects	Development in<br><br>progress	Total
Cost 1 May 2022	572,005	289,173	200,977	19,638	884	6,005	1,088,682
Currency translation	0	0	0	-17	0	0	-17
Additions	0	0	0	0	0	4,414	4,414
Disposals	0	0	0	-181	0	0	-181
Transfer	0	0	0	0	4,760	-4,760	0
Cost 30 April 2023	572,005	289,173	200,977	19,440	5,644	5.659	1,092,898
Amortisation and impairment 1 May 2022	0	89,166	97,139	10,064	265	0	196,634
Currency translation	0	0	0	-19	0	0	-19
Amortisation	0	19,278	20,098	4,414	470	0	44,260
Disposals	0	0	0	0	0	0	0
Amortisation and impairment 30 April 2023	0	108,444	117,237	14,459	735	0	240,875
Carrying amount 30 April 2023	572,005	180,729	83,740	4,981	4,909	5,659	852,023

Apart from goodwill of 572.0 million DKK (30 April 2023: 572.0 million DKK) all intangible assets have finite useful lives.

Acquired intangible assets consist primarily of customers and technology with carrying amounts of 43.5 million DKK (30 April 2023: 57.3 million DKK) and 20.1 million

DKK (30 April 2023: 26.5 million DKK) respectively and with remaining lives of 7 years.

Total costs related to research and development activities amount to 25.4 million DKK for the year 1 May 2023 – 30 April 2024 (2022/2023: 25.9 million DKK) of which

4.0 million DKK (2022/2023: 3.9 million DKK) has been capitalized.

Consolidated financial statements

Notes

11Impairment test

For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely

independent cash inflows (cash-generating units). As a result, some assets are tested individually for

impairment and some are tested at cash-generating unit level.

All individual assets or cash-generating units are tested for impairment in circumstances in which indicators

of impairment are identified and therefore, the carrying amount may not be recoverable.

The carrying amount of goodwill is as follows:

millions DKK	2023/2024	2022/2023
Automotive	572	572

Goodwill is tested for impairment once a year and in the case of impairment indicators. Impairment test in

2023/2024 performed as of 31 March 2024 indicates headroom of 1,661 million DKK. No indication of

impairment was identified on the long-term forecast.

The recoverable amount is based on the value in use, which is calculated by means of expected net cash-

flows based on forecasts for 2024/2025 – 2028/2029 agreed by the Executive Board.

The forecasts are based on the expected market developments, including growth in market and expected

price levels.

Amongst other things, the Automotive sales volume is driven by increased product offering, markets shares

and the overall development in the car park in markets where Nissens is present.

The key assumptions underlying the calculation of recoverable amounts and the tolerable sensitivities

hereon are:

	2023/2024		2022/2023
	Used	Sensitivity*	Used	Sensitivity*
Growth rates	8.1%	15.9%	4.7%	10.8%
Growth rate in terminal period	2.0%	32.0%	2.0%	6.3%
Discount rate (WACC) – after tax	10.5%	9.6%	9.5%	3.0%

*Allowed individual change in used rates, assuming other rates kept unchanged, before an impairment loss

incurs.

Consolidated financial statements

Notes

12Property, plant and equipment

DKK’000	Land and<br><br>buildings	Plant and<br><br>machinery	Other fixtures<br><br>and fittings	Construction in<br><br>progress	Right-of-use<br><br>assets	Total
Cost 1 May 2023	144,900	72,309	13,486	18,327	151,823	400,845
Currency translation	-19	-9	4	0	0	-24
Additions	164	9,680	1,644	2,334	13,248	27,070
Transfer	0	15,754	0	-15,754	0	0
Disposals	-313	-18	-292	0	-21,406	-22,029
Cost 30 April 2024	144,732	97,716	14,842	4,907	143,665	405,862
Depreciation and impairment 1 May 2023	46,780	60,848	9,811	0	61,154	178,593
Currency translation	-7	7	8	0	0	8
Depreciation	6,724	4,152	1,673	0	31,999	44,548
Disposal	-308	-18	-134	0	-13,649	-14,110
Depreciation and impairment 30 April 2024	53,189	64,989	11,358	0	79,504	209,039
Carrying amount 30 April 2024	91,543	32,727	3,484	4,907	64,162	196,822

Consolidated financial statements

Notes

12Property, plant and equipment

DKK’000	Land and<br><br>buildings	Plant and<br><br>machinery	Other fixtures<br><br>and fittings	Construction in<br><br>progress	Right-of-use<br><br>assets	Total
Cost 1 May 2022	143,753	75,272	10,665	5,633	138,211	373,534
Currency translation	-88	-60	-45	-29	-0	-222
Additions	1,392	3,901	3,378	12,723	28,190	49,584
Disposals	-157	-6,804	-512	0	-14,578	-22,051
Cost 30 April 2023	144,900	72,309	13,486	18,327	151,823	400,845
Depreciation and impairment 1 May 2022	39,647	60,916	7,228	0	43,980	151,771
Currency translation	-29	-49	-45	0	0	-123
Depreciation	7,162	5,055	2,644	0	31,302	46,163
Disposal	0	-5,074	-16	0	-14,128	-19,218
						32
Depreciation and impairment 30 April 2023	46,780	60,848	9,811	0	61,154	178,593
Carrying amount 30 April 2023	98,120	11,461	3,675	18,327	90,669	222,252

Consolidated financial statements

Notes

13Leases

Amounts recognised in the balance sheet

The balance sheet shows the following amounts relating to leases:

Right-of-use assets

DKK’000	30 April 2024	30 April 2023
Buildings	55,734	81,868
Plant and machinery	8,299	6,340
Other fixtures and fittings	129	2,461
	64,162	90,669

Further specification of right-of-use assets is disclosed in note 12.

Lease liabilities

DKK’000	30 April 2024	30 April 2023
Current	36,645	30,009
Non-current	31,622	63,913
	68,267	93,921

Further information about maturity is disclosed in note 28.

Amounts recognized in the statement of profit or loss

The statement of profit or loss shows the following amounts relating to leases:

Depreciation charge of right-of-use assets

DKK’000	30 April 2024	30 April 2023
Buildings	27,791	27,995
Plant and machinery	4,111	1,523
Other fixtures and fittings	97	1,784
Total depreciation charge of right-of-use assets	31,999	31,302	Interest expense (included in finance expenses)	1,938	1,973
---	---	---
Expense related to short-term leases (included in other external cost)	1,936	1,536
Expense related to low-value leases (included in other external cost)	325	300
The total cash outflow for leases in the year	37,020	35,572

Estimates and assumptions related to leases are described in note 3.

The Group’s leasing activities

The Group leases various offices, warehouses, equipment and vehicles. Rental contracts are typically

made for fixed periods of 12 months to 6 years, but may have extension options as described below.

Consolidated financial statements

Notes

13Leases (continued)

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be

readily determined, which is generally the case for leases in the Group, the lease’s incremental borrowing

rate is used. The incremental borrowing rates used are 2% for buildings and 3.5% for plant and machinery

and other fixtures and fittings.

A not insignificant proportion of the Company’s building leases contains options to extend the lease period

between 1-3 years. To the extent Management found it reasonably certain that these leases will be

exercised, the period of the option is recognized as part of the lease. Extension options are recognized

based on a specific contract-to-contract assessment. As of 30 April 2024, extension options are recognized

with a value of 16.4 million DKK (2022/2023: 19.2 million DKK) as they are exercised with reasonable

certainty. No extension options exceed 5 years. As of 30 April 2024 and 2023, there are no extension

options that with reasonable certainty are not exercised. Management exercises significant judgement in

determining whether these extension and termination options are reasonably certain to be exercised, see

note 3.

Consolidated financial statements

Notes

14Investments in subsidiaries

Name	Legal form	Registered office	Ownership 30 April 2024
SMP Nissens II ApS	ApS	Horsens, Denmark	73.0%
Subsidiaries of SMP Nissens II ApS
SMP Nissens I ApS	ApS	Horsens, Denmark	100%
Subsidiaries of SMP Nissens I ApS
SMP Nissens ApS	ApS	Horsens, Denmark	100%
Subsidiaries of SMP Nissens ApS
K. Nissen International A/S	A/S	Horsens, Denmark	100%
Subsidiaries of K. Nissen International A/S
Nissens (Shanghai) Auto Parts Trading Ltd.	Ltd.	China	100%
NA International A/S	A/S	Denmark	100%
Subsidiaries of NA International A/S
Nissens Automotive A/S	A/S	Horsens, Denmark	100%
Nissens UK Ltd	Ltd	England	100%
Nissen France EURL	EURL	France	100%
Nissens Iberia S.A.	S.A	Spain	100%
Nissens Sverige A.B.	A.B	Sweden	100%
Nissens Schweiz A.G.	A.G	Switzerland	100%
Nissens Portugal LDA	Lda.	Portugal	100%
Chlodnice Nissens Polska Sp. z o.o.	Sp. z o.o	Poland	100%
Nissens Belgium S.A.	S.A	Belgium	100%
Nissens Hungaria Jarmuhuto Kft.	Ktf.	Hungary	100%
Nissens Italia S.R.L.	S.r.l	Italy	100%
Nissens Finland OY	OY	Finland	100%
Nissens North America Inc.	Inc.	USA	100%
Nissens Ukraine Ltd	Ltd.	Ukraine	100%
Nissens Deutschland GmbH	GmbH	Germany	100%
Nissens Automotive SK S.R.O.	S.r.o.	Slovakia	100%
AVA Benelux BV	BV	Netherland	100%
Highway Automotive Sp. z o.o.	Sp. z o.o	Poland	100%
AVA Cooling UK Ltd	Ltd	England	100%
AVA Cooling France	SAS	France	100%
Selskabet af 29. April 2022 A/S	A/S	Danmark	100%
Nissens Automotive Service A/S	A/S	Danmark	100%
Anpartsselskabet af 10. maj 2022 ApS	ApS	Denmark	100%
NA Properties ApS	ApS	Denmark	100%	Name	Legal form	Registered office	Ownership 30 April 2024
---	---	---	---
SMP Nissens II ApS	ApS	Horsens, Denmark	73.0%
Subsidiaries of SMP Nissens II ApS
SMP Nissens I ApS	ApS	Horsens, Denmark	100%
Subsidiaries of SMP Nissens I ApS
SMP Nissens ApS	ApS	Horsens, Denmark	100%
Subsidiaries of SMP Nissens ApS
K. Nissen International A/S	A/S	Horsens, Denmark	100%
Subsidiaries of K. Nissen International A/S
Nissens (Shanghai) Auto Parts Trading Ltd.	Ltd.	China	100%
NA International A/S	A/S	Denmark	100%
Subsidiaries of NA International A/S
Nissens Automotive A/S	A/S	Horsens, Denmark	100%
Nissens UK Ltd	Ltd	England	100%
Nissen France EURL	EURL	France	100%
Nissens Iberia S.A.	S.A	Spain	100%
Nissens Sverige A.B.	A.B	Sweden	100%
Nissens Schweiz A.G.	A.G	Switzerland	100%
Nissens Portugal LDA	Lda.	Portugal	100%
Chlodnice Nissens Polska Sp. z o.o.	Sp. z o.o	Poland	100%
Nissens Belgium S.A.	S.A	Belgium	100%
Nissens Hungaria Jarmuhuto Kft.	Ktf.	Hungary	100%
Nissens Italia S.R.L.	S.r.l	Italy	100%
Nissens Finland OY	OY	Finland	100%
Nissens North America Inc.	Inc.	USA	100%
Nissens Ukraine Ltd	Ltd.	Ukraine	100%
Nissens Deutschland GmbH	GmbH	Germany	100%
Nissens Automotive SK S.R.O.	S.r.o.	Slovakia	100%
AVA Benelux BV	BV	Netherland	100%
Highway Automotive Sp. z o.o.	Sp. z o.o	Poland	100%
AVA Cooling UK Ltd	Ltd	England	100%
AVA Cooling France	SAS	France	100%
Selskabet af 29. April 2022 A/S	A/S	Danmark	100%
Nissens Automotive Service A/S	A/S	Danmark	100%
Anpartsselskabet af 10. maj 2022 ApS	ApS	Denmark	100%
NA Properties ApS	ApS	Denmark	100%

Consolidated financial statements

Notes

15Other financial assets

DKK’000	30 April 2024	30 April 2023
Mobilion Ventures	2,446	2,422
	2,446	2,422

For related fair value disclosures refer to note 28.

16Inventory

DKK’000	30 April 2024	30 April 2023
Raw materials and consumables	35,634	44,601
Work in progress	18,672	18,752
Finished goods	488,153	541,459
	542,459	604,812

Inventory is reported net of allowances for obsolescence, analyses of which is as follows:

DKK’000	30 April 2024	30 April 2023
1 May	23,063	18,144
Addition in year	9,587	7,042
Utilised	-4,758	-2,123
30 April	27,892	23,063
1

The net realisable value of inventories is calculated as selling price less costs of completion and costs

necessary to make the sale. The Group has implemented consistent procedures to calculate obsolescence

on inventory.

17Trade and other receivables and prepayments

DKK’000	30 April 2024	30 April 2023
Receivables from sales	301,914	282,110
Market value of foreign exchange contracts	339	0
Other receivables	38,386	34,078
Prepayments	10,945	6,882
	351,584	323,070

Consolidated financial statements

Notes

17Trade and other receivables and prepayments (continued)

Ageing of trade receivables are specified as following

DKK’000	30 April 2024	30 April 2023
Not due	278,146	244,680
Overdue by 0 – 30 days	12,192	29,762
Overdue by 31 - 90 days	7,679	3,050
Overdue more than 90 days	3,897	4,618
	301,914	282,110

Provision for bad debts is specified as following

DKK’000	30 April 2024	30 April 2023
1 May	5,052	7,439
Currency translation	-23	-3
Addition in year	975	700
Reversed during the year	-844	-1,785
Utilised	-141	-1,299
	5,019	5,052

The Group’s usual terms of payments are between 0 (prepayments) – 90 days, depending on the

customer, however for customers under factoring arrangements, this may be up to 360 days.

Consolidated financial statements

Notes

18Contract assets and liabilities

DKKDKK’000	30 April 2024	30 April 2023
Contract assets:
Receivables from revenue according to note 17	301,914	282,110
	301,914	282,110	DKK’000	30 April 2024	30 April 2023
---	---	---
Contract liabilities:
Return obligations	3,708	2,480
Prepayments	3,389	2,719
	7,097	5,199
Current	7,097	5,199
Non-current	0	0

Prepayments from customers at 30 April 2024 amount to 3.4 million DKK (30 April 2023: 2.7 million DKK).

Delivery of goods related to prepayments are expected in the first quarter of the following financial year.

Revenue recognised as prepayments from customer in the income statement is in line with revenue

recognition under accounting policies. Return obligations depend on the customer’s contracts and are in

general within 12 months.

Performance obligations related to the Group’s order backlog at 30 April 2024 is expected to be delivered

within 12 months. As such, the value of the Groups order backlog is not disclosed.

Consolidated financial statements

Notes

19Equity

Capital management

On a regular basis, the Executive Board assesses whether the Group has an adequate capital structure,

just as the board of Directors regularly evaluates whether the Group’s capital structure is in line with the

best interests of the Group and its stakeholders.

	Issued shares
	Number	Number	Nominal value	Nominal value
	30 April 2024	30 April 2023	30 April 2024	30 April 2023
1 May	71,500,000	71,500,000	715,000	715,000
30 April – fully paid	71,500,000	71,500,000	715,000	715,000

The share capital consists of 29,000,000 A-shares, 42,075,000 B-shares and 425,000 C-shares all with a

nominal value of 0,01 DKK each. The share classes have separate rights in terms of dividend distribution.

According to the current policy, SMP Nissens III ApS does not distribute dividends.

20Non-controlling interests

Subsidiary with non-controlling interests comprise SMP Nissens II ApS (Horsens, Denmark).

Consolidated key financial figures for SMP Nissens II ApS:

In DKK millions, except for per share data	1 May 2023 –<br><br>30 April 2024	1 May 2022 –<br><br>30 April 2023
Non-controlling interest proportion of ownership	26.98%	27.02%
Non-controlling interest proportion of voting rights	26.99%	26.99%
Key figures
Revenue	1,814.5	1,730.4
Operating profit before depreciations and amortisation	285.8	126.7
Operating profit before interests	196.6	36.3
Net finance costs	-12.6	-15.9
Result before tax	184.0	20.3
Result for the year	144.0	18.6
Non-current assets	1,038.8	1,091.8
Current assets	993.3	1,005.4
Total assets	2,032.2	2,097.2
Equity	1,167.8	1,019.2
Non-current liabilities	296.0	455.5
Current liabilities	568.3	622.4
Cash flows from operating activities	368.4	30.0
Cash flow from investing activities	-26.7	-26.2
Cash flow from investments in fixed assets	-13.7	-21.4
Cash flows from financing activities	-311,1	-74.0
Total cash flows	30.6	-70.4

Consolidated financial statements

Notes

20Non-controlling interests (continued)

Transactions with non-controlling owners

In 2023/24 purchase of non-controlling shares relates to buy-back of shares in SMP Nissens ApS II:

DKK’000	2023/24
Purchase price	-197
Reduction of non-controlling interests	180
Change in the parent company’s shareholder’s share of the total equity of the Group	-17

21Provisions

DKK’000	Warranties<br><br>and claims	Other
At 1 May 2023	2,016	2,000
Arising during the year	2,523	779
Utilised	-2,016	-525
At 30 April 2024	2,523	2,254
Current	2,523	550
Non-current	0	1,704

Provisions comprise anticipated expenses relating to warranty commitments, pending disputes. For further

disclosure on commitments related to disputes, refer to note 27.

Consolidated financial statements

Notes

22Borrowings

Borrowings is due as follows:

DKK’000	30 April 2024	30 April 2023
0-1 years	64,250	195,434
1-3 years	103,497	244,553
3-5 years	33,090	39,494
>5 years	79,882	88,276
	280,719	567,757

Debt included in the balance sheet includes borrowing expenses, amortized over the maturity of the loan

by 2.3 million DKK (2022/2023: 4.6 million DKK). Total borrowing expenses capitalized during the financial

year amount to 0.0 million DKK (2022/2023: 0.0 million DKK).

30 April 2024
DKK’000	Average interest<br><br>rate	Currency	Interest<br><br>Period	Balance
Mortgage	1.0%	DKK	4 year	110,066
Bank loan, long term	5.2%	DKK	3 month	74,781
Bank loan, short term	5.2%	Various	3 month	27,605
Leasing debt	2.5%	Various	Depend on each<br><br>contract	68,267	30 A30 April 2023
---	---	---	---	---
DKK’000	Average interest	Currency	Interest<br><br>Period	Balance
Mortgage	1.0%	DKK	4 year	109,998
Bank loan, long<br><br>term	3.3%	DKK	3 month	198,412
Bank loan, short<br><br>term	3.3%	Various	3 month	100,650
Leasing debt	2.4%	Various	Depend on each contract	93,921
Loans from related<br><br>party	6.0%	DKK	NA, fixed rate	64,776

Consolidated financial statements

Notes

23Loan from related party

Loan from related party relates to preference shares in SMP Nissens ApS II with a preferred right to

dividend held by a related party, that matures upon a change of control of the group. As the event that

triggers the loan falling due is out of the Group Management’s control, the preference shares are classified

as a financial liability.

The loan has a fixed annual index rate at 6.0 %. Group Management has the option to pay a dividend on

the shares at any time. During 2023/24 the loan was fully paid by way of dividend distribution.

24Trade and other payables

DKK’000	30 April 2024	30 April 2023
Trade payables	398,534	350,607
VAT payables	18,735	12,437
Holiday pay payable and other employee related costs	32,209	43,283
Market value of interest rate swap	0	1,807
Other payable expenses	23,138	14,634
	472,616	422,768
Current	463,399	414,049
		8,
Non-current	9,217	8,719

25Change in working capital

DKK’000	30 April 2024	30 April 2023
Change in inventory	70,167	-48,394
Change in receivables	-28,399	-8,710
Change in trade payables, etc.	49,293	-17,246
Change in contract liabilities	1,838	-22
	92,899	-74,372	DKK’000	30 April 2024	30 April 2023
---	---	---
Depreciation and amortisation	89,198	90,423
Other change in non-cash operating items	1,242	630
	90,440	91,053

26Non-cash operating items

DKK’000	30 April 2024	30 April 2023
Depreciation and amortisation	89,198	90,423
Other change in non-cash operating items	1,242	630
	90,440	91,053

Consolidated financial statements

Notes

27Pledges, collateral, contingencies and commitments

Danish Group entities are jointly taxed with SMP Nissens III ApS, which acts as a management company,

and are jointly and severally liable with several other jointly taxed group entities for the payment of income

taxes as well as withholding taxes on interest, royalties and dividends. The liabilities have been estimated

at 30.4 million DKK at 30 April 2024 (30 April 2023: 0 million DKK).

The Group is party to a minor number of pending disputes. The outcome of these cases is not expected to

have any material impact on the financial position of the Group, neither individually nor in the aggregate.

Commitments

The Group has entered into lease agreements related to cars, plant and computers, with lease terms

between 0 and 6 years. Detailed information related to other contractual commitments in note 30 and

leases in note 13.

Collateral

Land and buildings with a carrying amount of 91.5 million DKK have been pledged as security for mortgage

debt of 110.0 million DKK.

Shares in AX V Nissens ApS, held by the parent company AX V Nissens I ApS in the following subsidiaries

K. Nissen International A/S, NA International A/S, Nissens Automotive A/S, Highway Automotive Sp. z o.o.,

and Nissens Automotive SK S.r.o. have been pledged as security for a revolving credit facility (RCF) and

other facilities with a total commitment of 325 million DKK.

28Financial risk and financial instruments

Risk management policy

The Group’s principal financial liabilities, other than trade payables, are mortgage loans and revolving

credit facilities (RCF). The main purpose of these financial liabilities is to finance the Group’s operations

and acquisitions of assets. The Group’s principal financial assets include accounts receivable. The Group

also enters into derivative transactions. Financial instruments applied by the Group include forward

contracts on exchange rate exposures and interest rate hedging.

The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management

oversees the management of these risks. The Board of Directors reviews and agrees on policies for

managing each of these risks, which are described below.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because

of changes in market prices. Market prices comprise three types of risk: interest rate risk, currency risk and

other price risks such as equity price risk and commodity price risk. The Group applies the following

derivative financial instruments to mitigate market risks: interest rate swaps and forward currency

contracts.

Consolidated financial statements

Notes

28Financial risk and financial instruments (continued)

Currency risk

The majority of Nissens' activities implies currency risks in connection with the purchase and sale of goods

and services in foreign currencies. The largest exposure for purchases relates to the Chinese yuan (CNY),

euro (EUR) and U.S. dollar (USD) whereas largest invoicing currencies are EUR, Polish zloty (PLN), USD

and British pound (GBP). Currency risks are handled within the limitations of the policy approved by the

Board of Directors. The policy recommends the use of layered hedging, but it does not set a minimum

share of the expected future cash-flow which should be secured by financial instruments.

All changes in financial instruments related to foreign currency risk are recognised as financial income or

financial expenses in the income statement.

At the balance sheet date, the Group has the following exposures towards net-monetary positions on

current receivables and total liabilities.

	Increase in<br><br>rates against<br><br>DKK	2023/2024<br><br>Gain/loss<br><br>(million DKK)	2022/2023<br><br>Gain/loss<br><br>(million DKK)
EUR – current receivables and current liabilities	0.1%	0.1	0.2
PLN	5.0%	2.9	2.0
GBP	5.0%	0.6	0.9
USD	5.0%	1.4	0.1
CNY	5.0%	-5.6	-3.7
Forward exchange contracts of 85 million CNY (2022/2023: 70 million CNY) have been executed to<br><br>cover the expected two months need.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate

because of changes in market interest rates. The Group’s exposure to the risk of changes in the market

interest rates relates primarily to the Group’s mortgage and RCF loans. The interest applied to the RCF

loan is variable on 3-months terms whereas the mortgage interest rate is fixed until March 2025.

An increase in the interest rate by one percentage point in comparison to the interest rate at the balance

sheet date would, all other things being equal, affect the Group’s profit or loss by -1.0 million DKK

(2022/2023: -2.9 million DKK) and equity after tax by -0.8 million DKK (2022/2023: -2.3 million DKK).

Financial instruments

To minimize the interest exposure on the RCF loan, the Group has entered into a cap on the interest rate

on 150 million DKK of the RCF loan. The base interest, 3-month CIBOR, has been capped to 4.5% with a

floor of 1.5% with a maturity date 28 November 2025. The fair value at 30 April 2024 is immaterial. The

contract was settled on 18 May 2024 at a fair value of 0.4 million DKK (liability).

Consolidated financial statements

Notes

28Financial risk and financial instruments (continued)

Pricing risk

The Group is affected by the volatility of primarily aluminium prices. The outlook for aluminium prices is

continuously monitored and decisions on securing expected consumption are made in accordance with

policies hereon. The annual direct consumption of aluminium is approx. 1,800 ton. A 5% change in the

London Metals Exchange reference aluminium price will affect the Group’s profit or loss by 1.6 million DKK

(2022/2023: 1.5 million DKK).

The Group is also affected by the volatility of other raw material prices directly and indirectly.

Due to sourcing activities in China the Group is also exposed to the development in the global freight rates.

In the short to medium term the development in material prices and freight rates may impact earnings until

mitigations can be implemented.

Liquidity risk

The purpose of the Group’s cash management procedures is to ensure that the Group at all times has

sufficient and flexible financial resources at its disposal and is able to honour its obligations when due. The

Group’s liquidity reserves consist of credit balances and fixed overdraft facilities.

Loan facilities

Besides net cash of DKK 69.5 million DKK (2022/2023: -45.1 million DKK), the Group had undrawn credit

facilities of 97 million DKK (2022/2023: 75 million DKK) at 30 April 2024.

In addition to the credit facilities, the Group has the following loans:

Maturity analysis

DKK’000	Contractual<br><br>cash flow	< 1 year	1 - 3 years	3 to 5 years	>5 years
RCF Loan (75 million DKK)	85,114	3,915	81,199	0	0
Mortgage loan	144,876	1,178	8,846	38,377	96,476
Leasing debt	69,670	37,393	28,967	3,300	0
Trade payables	398,417	398,417	0	0	0
30 April 2024	698,077	440,903	119,012	41,677	96,476	DKK’000	Contractual<br><br>cash flow	< 1 year	1 - 3 years	3 to 5 years	>5 years
---	---	---	---	---	---
RCF Loan (200 million DKK)	226,970	10,440	216,530	0	0
Mortgage loan	119,725	1,096	2,138	24,452	92.039
Leasing debt	97,289	31,625	47,867	17,224	573
Trade payables	350,607	350,607	0	0	0
30 April 2023	794,591	393,768	266,535	41,676	92,612

The contractual cash flows are based on the non-discounted cash flows, including down-payments and

calculated interest based on current interest rates.

Consolidated financial statements

Notes

28Financial risk and financial instruments (continued)

Apart from the above, the Group has bank loans of 27.6 million DKK related to an overdraft facility that is

part of an overall finance arrangement. The finance arrangement is due for renegotiation in November

2025.

Loans (preference shares) from related party does not carry any specific maturity date but may mature

upon a change of control within the Group. Refer to note 23.

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or a

customer contract, leading to a financial loss. The Group is exposed to credit risk from its trade receivables

and from its financing activities, including deposits with banks and financial institutions (to the extent the

balance is in surplus of the Group), foreign exchange transactions and other financial instruments. The

credit risk incurred from trade receivables is generally managed by continuous credit evaluation of the

customers and trading partners. In addition, credit risks on counterparties other than banks are minimized

through the use of prepayments and credit insurance. From a historical perspective, losses on receivables

are at a low level.

The maximum credit risk related to trade receivables equals the carrying amount of the trade receivables.

The allowance for expected credit losses for trade receivables is calculated at an individual level when

there is an indication of impairment. For receivables with no indication of impairment, the expected credit

losses are based on the historical credit loss. In 2023/2024, credit losses recognised in the income

statement are less than 0.3% of total revenue, corresponding to historic level. In 2022/2023, credit losses

recognised in the income statement accounted for less than 0.3% of total revenue.

Selected customers offer supply chain financing programs, which the Group utilized to sell certain

receivables, for which the Group only carries an immaterial risk. The profit and loss impact from these

programs is limited to an interest payment on the payments. At the balance sheet date, the nominal value

of receivables sold amounts to 29.0 million DKK (2022/2023: 38.1 million DKK). Payment terms on

receivables sold are up to 360 days.

Consolidated financial statements

Notes

28Financial risk and financial instruments (continued)

Categories of financial instruments

	Carrying<br><br>amount	Fair value
DKK’000	30 April 2024	30 April 2024
Financial assets at amortized cost
Trade receivables	303,223	303,223
Cash and cash equivalents	97,098	97,098
	400,321	400,321
Financial liabilities at amortized cost
Borrowings	-110,066	-110,066
Bank loan	-74,781	-74,781
Lease obligations	-72,036	-72,036
Trade payables	-398,417	-398,417
	-655,300	-655,300
Financial asset at fair value recognised through profit and loss (hedging)	339	339
Financial asset at fair value recognised through other comprehensive income<br><br>(Other financial assets)	2,446	2,446
Derivative financial instruments, net	2,785	2,785
	-252,194	-252,194

Consolidated financial statements

Notes

28Financial risk and financial instruments (continued)

Categories of financial instruments

	Carrying<br><br>amount	Fair value
DKK’000	30 April 2023	30 April 2023
Financial assets at amortized cost
Trade receivables	277,645	277,645
Cash and cash equivalent	66,280	66,280
	343,925	343,925
Financial liabilities at amortized cost
Borrowings	-109,998	-109,998
Bank loan	-198,412	-198,412
Lease obligations	-93,921	-93,921
Trade payables	-368,628	-368,628
Loans from related parties	-64,776	-64,776
	-835,735	-835,735
Financial asset at fair value recognised through profit and loss (hedging)	-1,807	-1,807
Financial asset at fair value recognised through other comprehensive income<br><br>(Other financial assets)	2,422	2,422
Derivative financial instruments, net	615	615
	-491,195	-491,195

Fair value hierarchy of financial instruments measured at fair value

30 April 2024
DKK’000	Quoted prices<br><br>(Level 1)	Observable<br><br>input (Level 2)	Other financial<br><br>assets (Level 3)	Total
Forward contracts	0	339	0	339
Shares in venture fund	0	0	2,446	2,446
Financial liabilities, net	0	339	2,446	2,785
30 April 2023
DKK’000	Quoted prices<br><br>(Level 1)	Observable<br><br>input (Level 2)	Other financial<br><br>assets (Level 3)	Total
Forward contracts	0	-1,807	0	-1,807
Shares in venture fund	0	0	2,422	2,422
Financial liabilities, net	0	-1,807	2,422	615

Consolidated financial statements

Notes

28Financial risk and financial instruments (continued)

Methods and assumptions for calculating fair value

The determined fair value of derivative financial instruments is based on observable market data such as

yield curves or forward rates.

Other financial assets, measured at level 3, include shares in a venture capital fund. For this fund, fair

value is based on information of valuation from the fund themselves based on quarterly reports. The fair

value of the underlying assets in the fund, which comprise non-listed investments, is calculated based on

non-observable inputs, including independent capital activity, operating performance and financial

conditions around the portfolio.

Consolidated financial statements

Notes

29Changes in liabilities arising from financing activities

Reconciliation of movements in cash flows to changes in financing liabilities:

2023/2024		Cash changes	Non-cash changes
DKK’000	1 May	Cash flows	Additions	Fair value<br><br>changes and<br><br>amortisation	30 April
Revolving credit facility (RCF)	198,412	-125,000	0	1,368	74,780
Mortgage debt	109,997	0	0	947	110,944
Leasing debt	93,921	-32,821	9,261	1,675	72,036
Short term bank facilities	100,650	-73,045	0	0	27,605
Loans from related party	64,776	-64,776	0	0	0
Total liabilities from financing activities	567,756	-295,642	9,261	3,990	285,365	2022/2023	Cash changes	Non-cash changes
---	---	---	---	---	---
DKK’000	1 May	Cash flows	Additions	Fair value<br><br>changes and<br><br>amortisation	30 April
Revolving credit facility (RCF)	197,409	0	0	1,003	198,412
Mortgage debt	108,966	0	0	1,031	109,997
Leasing debt	96,487	-31,763	27,690	1,507	93,921
Short term bank facilities	130,292	-29,642	0	0	100,650
Loans from related party	64,776	0	0	0	64,776
Total liabilities from financing activities	597,930	-61,405	27,690	3,541	567,756

Consolidated financial statements

Notes

30Other contingent liabilities

Other contractual commitments

DKK’000	30 April 2024	30 April 2023
0-1 years	11,700	7,395
1-5 years	30,042	24,717
> 5 years	6,951	0
	48,693	32,112

Other contractual commitments primarily relate to minimum payments under handling and storage

agreements with third parties.

At 30 April 2024 36.1 million DKK (30 April 2023: 27.7 million DKK) was recognised as an expense

regarding other contractual commitments.

31Related party disclosures

SMP Nissens III ApS’ related parties include the following:

Name	Registered<br><br>office	Basis for controlling<br><br>influence	Indirect<br><br>ownership<br><br>shares	Indirect<br><br>share of<br><br>votes
Axcel V K/S	Copenhagen	Immediate parent	54.2%	54.2%
AFVJ Holding ApS	Horsens	Participating interest in<br><br>subsidiary and right to<br><br>appoint board member	NA	NA

During the year, a dividend was distributed to a related party to repay a preferred right to dividends

including interest on preference shares. Refer to note 23.

Wages and salaries paid to the Board of Directors and the Executive Board is disclosed in note 5.

32Events after the reporting period

In July 2024, the Group repaid the long-term bank loan of 75.0 million DKK.

On 1 November 2024, (SMP, completed its acquisition of 100% of the Company and its direct and indirect

subsidiaries. The acquisition was completed pursuant to a Share Sale and Purchase Agreement, dated as

of 5 July 2024.

Subsequent to closing, the Company’s registered name was changed to SMP Nissens III ApS.

As part of the transaction all outstanding warrants under the share-based payments program were settled

in cash with a payment of 96.0 million DKK.

Financing arrangements with current finance providers terminated upon the change of control, including

the short-term bank loan and the available credit facility. The change of control clause for termination of the

mortgage debt was waived by the bank. After closing, a multi-currency revolving credit facility of 10.0

million USD became available to the Group from SMP’s five-year credit agreement.

Consolidated financial statements

Notes

33Standards issued but not yet effective

At the time of publication of this annual report, the IASB has issued the following new accounting

standards and interpretations that are not mandatory for SMP Nissens III ApS' preparation of the 2023/24

annual report:

► IFRS 18 Presentation and Disclosure in Financial Statements

► Amendments to IAS 1 Presentation of financial statements

-Classification of liabilities as current or non-current

-Non-current liabilities with covenants

► Amendment to IFRS 16 Leases: Lease liability in a sale and leaseback

► Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures:

Supplier Finance Arrangements

► Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of exchangeability

► Amendments to IFRS 9 and IFRS 7 Contracts referencing Nature-dependent Electricity

The approved standards and interpretations not in force will be implemented as they become mandatory

for SMP Nissens III ApS. None of the above standards and interpretations are considered to have an

impact on recognition and measurement for SMP Nissens III ApS.

Consolidated financial statements

Notes

34Restatements to the previously reported Consolidated Financial Statements

Compared to the previously reported consolidated financial statements included in the local Danish Annual

Report dated 28 June 2024 as mentioned in note 1, the company has made certain reclassifications and

adjustments in the balance sheet and the cash flow statement. The result of the year is not affected.

Furthermore, the Company has made some editorial changes to the Accounting Policy section without any

impact on recognition and measurement in the consolidated financial statements and made some

additional explanations and descriptions in the notes.

The impact of the material adjustments can be summarised as follows:

Balance sheet – Equity and Liabilities

The loan (preference shares), as described in note 23, was reclassified from equity to liabilities. The loan

from related party was repaid in the period 1 May 2023 - 30 April 2024, and accordingly, neither total equity

nor total liabilities as of 30 April 2024 are impacted by the adjustment.

As of 30 April 2023, the effect is a reduction of the total equity with DKK 64.8 million and an increase of

total liabilities of the same amount as shown below. Total equity and liabilities are not affected.

1 May 2022 – 30 April 2023
DKK’000	As previously<br><br>reported	Adjustment	Restated
Equity attributable to equity holders of the<br><br>parent	752,520	-8,523	743,997
Non-controlling interest	331,457	-56,253	275,204
Equity (total)	1,083,977	-64,776	1,019,201
Current liabilities:
Loan from related party	0	64,776	64,776

Cash flow statement

The above-mentioned reclassification of repayment of preference shares from dividend payment to

repayment of loan from related party has no impact on the Net cash flow from financing activities.

A short-term bank facility is adjusted from cash and cash equivalents to a separate line item in net cash

flows from financing activities named change in short term bank facilities” as follows:

1 May 2023 – 30 April 2024
DKK’000	As previously<br><br>reported	Adjustment	Restated
Change in short term bank facilities	-	-73,042	-73,042
Net cash flows from financing activities	-238,957	-73,042	-311,999
Cash flow for the year	103,859	-73,042	30,817
Cash and cash equivalents at 1 May	-34,369	100,650	66,281
Cash and cash equivalents at 30 April	69,493	27,605	97,098

Consolidated financial statements

Notes

1 May 2022 – 30 April 2023
DKK’000	As previously<br><br>reported	Adjustment	Restated
Change in short term bank facilities	-	-29,642	-29,642
Net cash flows from financing activities	-44,366	-29,642	-74,008
Cash flow for the year	-40,806	-29,642	-70,488
Cash and cash equivalents at 1 May	6,437	130,292	136,729
Cash and cash equivalents at 30 April	-34,369	100,650	66,281

Document

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Introduction

On November 1, 2024 (the "closing date"), Standard Motor Products, Inc. (“Standard Motor Products,” “SMP,” or the “Company”) completed its previously announced acquisition (the “Acquisition”) of SMP Nissens III ApS (formerly known as AX V Nissens III ApS) and its direct and indirect subsidiaries (“Nissens Automotive”), pursuant to the terms of a Share Sale and Purchase Agreement (the “Purchase Agreement”), dated as of July 5, 2024, by and among the Company, the sellers party thereto, and Axcel V K/S, as the sellers’ representative. Pursuant to the Purchase Agreement, the Company acquired the entire share capital of Nissens Automotive for €366 million ($397 million), after closing adjustments.

The unaudited pro forma combined balance sheet as of September 30, 2024 gives effect to the Acquisition, as if this transaction had been completed on September 30, 2024 and combines the unaudited consolidated balance sheet of Standard Motor Products as of September 30, 2024 with Nissens Automotive’s unaudited consolidated balance sheet as of September 30, 2024. The unaudited pro forma combined statements of operations for the nine months ended September 30, 2024 and for the year ended December 31, 2023 were prepared as if the Acquisition had been completed on January 1, 2023. These unaudited pro forma combined balance sheet and unaudited pro forma combined income statements are collectively referred to as the pro forma financial information. The pro forma financial information has been derived from the historical consolidated financial statements of Standard Motor Products and Nissens Automotive.

The unaudited pro forma combined financial information should be read in conjunction with:

●The accompanying notes to the unaudited pro forma combined financial information;

●The separate audited consolidated financial statements of Standard Motor Products as of and for the year ended December 31, 2023 and the related notes, included in Standard Motor Products' Annual Report on Form 10-K for the fiscal year ended December 31, 2023;

●The separate unaudited consolidated financial statements of Standard Motor Products as of and for the nine months ended September 30, 2024 and the related notes, included in Standard Motor Products' Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2024;

●The separate historical audited consolidated financial statements of Nissens Automotive as of and for the fiscal year ended April 30, 2024, and the related notes, included in Nissens Automotive’s financial statements and audit report for the fiscal year ended April 30, 2024.

The following unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” as adopted by the SEC on May 20, 2020. Article 11 permits presentation of reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments and is only presenting transaction accounting adjustments in the unaudited pro forma combined financial statements.

Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma combined financial statements are described in the accompanying notes. The unaudited pro forma combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Acquisition and the other related transactions occurred on the dates indicated. Further, the unaudited pro forma combined financial information does not purport to project the future operating results or financial position of Standard Motor Products following the completion of the Acquisition and the other related transactions. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma combined financial statements and are subject to change as additional information becomes available and analyses are performed. The pro forma financial information does not include adjustments to reflect any potential revenue, synergies or dis-synergies, or cost savings that may be achievable in connection with the Acquisition, or the associated costs that may be necessary to achieve such revenues, synergies, or cost savings.

Accounting for the Acquisition

The Acquisition is being accounted for as a business combination using the acquisition method, with Standard Motor Products as the accounting acquirer, in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). Under this method of accounting, the aggregate purchase consideration will be allocated to Nissens Automotive’s assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the Acquisition. The process of valuing the net assets of Nissens Automotive immediately prior to the Acquisition, as well as evaluating accounting policies for conformity, is preliminary. Accordingly, the aggregate purchase consideration allocation and related adjustments reflected in this unaudited pro forma combined financial information are preliminary and subject to revision based on a final determination of fair value. Refer to Note 2 - Basis of Presentation for more information.

Standard Motor Products financed the Acquisition primarily with borrowings under a new five-year credit agreement entered into on September 16, 2024, with JPMorgan Chase Bank N.A., as administrative agent and a syndicate of lenders (the "2024 Credit Agreement") as well as with cash from the combined company balance sheets. Refer to Notes 6(g) and 7(c) for more information.

Standard Motor Products' financial statements were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") while Nissens Automotive’s financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board ("IASB"). The accounting policies used in the preparation of the pro forma financial information are those set out in Standard Motor Products' audited financial statements as of and for the year ended December 31, 2023. The conformation of Nissens Automotive’s accounting policies along with Standard Motor Products' accounting policies is described below in Note 3.

The transaction accounting adjustments are preliminary, based upon available information as of the date of filing the Current Report on Form 8-K/A to which this pro forma financial information is included as an Exhibit, and prepared solely for the purpose of this pro forma financial information. These adjustments are based on preliminary estimates and will be different from the adjustments that may be determined based on final acquisition accounting, and these differences could be material. The transaction accounting adjustments are based on the consideration paid for the Acquisition, cash on hand and indebtedness adjustments, and the fair values of assets acquired and liabilities assumed. This assessment will not be completed until Standard Motor Products reports its results for the year ended December 31, 2024 and through the measurement period. The estimated fair values assigned in this pro forma financial information are preliminary and represent Standard Motor Products' current best estimate of fair value and are subject to revision.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

As of September 30, 2024

(All amounts expressed in U.S. dollars in thousands unless otherwise noted)

		Nissens Automotive<br>(Historical Reclassified & Aligned)<br>(DKK)	Nissens Automotive<br>(Historical Reclassified & Aligned)		Pro Forma Transaction Adjustments		Notes	Pro Forma Financing Adjustments		Notes	Pro Forma Combined
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	26,348	122,741	$	18,377	$	(395,736)	(6a)	$	439,571	(6a)	$	88,560
Accounts receivable, less allowances for discounts and expected credit losses		383,447	57,410		—			—			274,540
Inventories		534,407	80,012		9,417		(6b)	—			592,444
Unreturned customer inventories		—	—		—			—			17,843
Prepaid expenses and other current assets		4,247	636		(996)		(6j)	—			28,513
Total current assets		1,044,842	156,435		(387,315)			439,571			1,001,900
Property, plant and equipment, net		127,556	19,098		9,950		(6c)	—			167,538
Operating lease right-of-use assets		61,355	9,186		—			—			105,225
Goodwill		572,006	85,641		43,637		(6e)	—			264,003
Other intangibles, net		225,545	33,769		193,331		(6d)	—			312,937
Deferred income taxes		13,134	1,966		—			—			47,281
Investments in unconsolidated affiliates		—	—		—			—			23,914
Other assets		2,589	385		—			1,415		(6g)	34,812
Total assets	1,350,541	2,047,027	$	306,480	$	(140,397)		$	440,986		1,957,610
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of term loan and other debt	2,685	—	$	—	$	—		$	15,615	(6g)	$	18,300
Accounts payable		238,364	35,686		—			—			148,090
Sundry payables and accrued expenses		145,673	21,812		5,009		(6h)	—			96,487
Accrued customer returns		6,892	1,032		—			—			63,358
Accrued core liability		—	—		—			—			15,226
Accrued rebates		153,341	22,958		—			—			76,121
Payroll and commissions		22,824	3,417		—			—			40,467
Total current liabilities		567,094	84,905		5,009			15,615			458,049
Long-term debt		110,067	16,479		—			425,371		(6g)	582,013
Noncurrent operating lease liabilities		41,223	6,172		—			—			92,431
Other accrued liabilities		9,413	1,409		—			—			30,020
Deferred tax liabilities		62,615	9,375		46,890		(6f)	—			56,265
Accrued asbestos liabilities		—	—		—			—			89,544
Total liabilities		790,412	118,340		51,899			440,986			1,308,322
Commitments and contingencies
Stockholders' equity:
Common stock - par value 2.00 per share:
Authorized - 30,000,000 shares; issued 23,936,036 shares		615	92		(92)		(6i)	—			47,872
Capital in excess of par value		714,950	107,042		(107,042)		(6i)	—			103,818
Retained earnings		185,991	27,847		(32,003)		(6i)	—			579,763
Accumulated other comprehensive income		15,773	2,361		(2,361)		(6i)	—			(9,574)
Treasury stock - at cost (2,215,186 shares)		—	—		—			—			(87,202)
Total SMP stockholders' equity		917,329	137,342		(141,498)			—			634,677
Noncontrolling interest		339,286	50,798		(50,798)		(6i)	—			14,611
Total stockholders' equity		1,256,615	188,140		(192,296)			—			649,288
Total liabilities and stockholders’ equity	1,350,541	2,047,027	$	306,480	$	(140,397)		$	440,986		$	1,957,610

All values are in US Dollars.

See the accompanying notes to the Unaudited Pro Forma Combined Financial Information.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2024

(All amounts expressed in U.S. dollars in thousands, except share and per share data, unless otherwise noted)

	Standard Motor Products<br><br>(Historical)		Nissens Automotive<br>(Historical Reclassified & Aligned)<br>(DKK)	Nissens Automotive<br>(Historical Reclassified & Aligned)		Pro Forma Transaction Adjustments		Notes	Pro Forma Financing Adjustments		Notes	Pro Forma Combined
Net sales	$	1,120,497	1,515,408	$	220,861	$	—		$	—		$	1,341,358
Cost of sales	798,162		914,972	133,351		—			—			931,513
Gross profit	322,335		600,436	87,510		—			—			409,845
Selling, general, and administrative expenses	239,822		384,592	55,792		3,106		(7b)	—			298,720
Restructuring and integration expenses	5,774		—	—		—			—			5,774
Other income, net	5		13	2		—			—			7
Operating income	76,744		215,857	31,720		(3,106)			—			105,358
Other non-operating income, net	5,147		4,591	669		—			—			5,816
Interest expense	7,964		10,247	1,754		—			13,104		(7c)	22,821
Earnings from continuing operations before income taxes	73,927		210,201	30,635		(3,106)			(13,104)			88,353
Provision for income taxes	18,718		44,695	6,514		(683)		(7d)	(3,310)		(7d)	21,239
Earnings from continuing operations	55,209		165,506	24,121		(2,423)			(9,794)			67,114
Loss from discontinued operations, net of income tax	(24,727)		—	—		—			—			(24,727)
Net earnings	30,482		165,506	24,121		(2,423)			(9,794)			42,387
Net earnings attributable to noncontrolling interest	785		44,687	6,513		(6,513)		(6i)	—			785
Net earnings attributable to SMP	$	29,697	120,819	$	17,608	$	4,090		$	(9,794)		$	41,602
Net earnings (loss) attributable to SMP
Continuing operations	$	54,424										$	66,329
Discontinued operations	(24,727)											(24,727)
Net earnings attributable to SMP	$	29,697										$	41,602
Per common share data
Basic:
Continuing operations	$	2.50										$	3.04
Discontinued operations	(1.14)											(1.14)
Net earnings attributable to SMP per common share	$	1.36										$	1.90
Diluted:
Continuing operations	$	2.45										$	2.98
Discontinued operations	(1.11)											(1.11)
Net earnings attributable to SMP per common share	$	1.34										$	1.87
Dividend declared per common share	$	0.87										$	0.87
Weighted average number of common shares, basic	21,802,164											21,802,164
Weighted average number of common shares, diluted	22,225,444											22,225,444

See the accompanying notes to the Unaudited Pro Forma Combined Financial Information.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2023

(All amounts expressed in U.S. dollars in thousands, except share and per share data, unless otherwise noted)

	Standard Motor Products<br><br>(Historical)		Nissens Automotive<br>(Historical Reclassified & Aligned)<br>(DKK)	Nissens Automotive<br>(Historical Reclassified & Aligned)		Pro Forma Transaction Adjustments		Notes	Pro Forma Financing Adjustments		Notes	Pro Forma Combined
Net sales	$	1,358,272	1,768,959	$	256,838	$	—		$	—		$	1,615,110
Cost of sales	969,446		1,173,710	170,413		9,417		(7a)	—			1,149,276
Gross profit	388,826		595,249	86,425		(9,417)			—			465,834
Selling, general, and administrative expenses	293,583		493,052	71,587		10,045		(7b)	—			375,215
Restructuring and integration expenses	2,642		—	—		—			—			2,642
Other income, net	76		4,438	644		—			—			720
Operating income	92,677		106,635	15,482		(19,462)			—			88,697
Other non-operating income, net	2,326		10,306	1,496		—			—			3,822
Interest expense	13,287		18,198	2,642		—			18,196		(7c)	34,125
Earnings from continuing operations before income taxes	81,716		98,743	14,337		(19,462)			(18,196)			58,395
Provision for income taxes	18,368		18,498	2,686		(4,018)		(7d)	(4,596)		(7d)	12,440
Earnings from continuing operations	63,348		80,245	11,651		(15,444)			(13,600)			45,955
Loss from discontinued operations, net of income taxes	(28,996)		—	—		—			—			(28,996)
Net earnings	34,352		80,245	11,651		(15,444)			(13,600)			16,959
Net earnings attributable to noncontrolling interest	204		21,666	3,146		(3,146)		(6i)	—			204
Net earnings attributable to SMP	34,148		58,579	8,505		$	(12,298)		$	(13,600)		16,755
Net earnings (loss) attributable to SMP
Continuing operations	$	63,144										$	45,751
Discontinued operations	(28,996)											(28,996)
Net earnings attributable to SMP	$	34,148										$	16,755
Per common share data
Basic:
Continuing operations	$	2.91										$	2.11
Discontinued operations	(1.34)											(1.34)
Net earnings attributable to SMP per common share	$	1.57										$	0.77
Diluted:
Continuing operations	$	2.85										$	2.06
Discontinued operations	(1.31)											(1.31)
Net earnings attributable to SMP per common share	$	1.54										$	0.75
Dividend declared per common share	$	1.16										$	1.16
Weighted average number of common shares, basic	21,716,177											21,716,177
Weighted average number of common shares, diluted	22,161,341											22,161,341

See the accompanying notes to the Unaudited Pro Forma Combined Financial Information.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

(All amounts expressed in U.S. dollars unless otherwise noted)

Note 1 – Description of Transaction

On July 5, 2024, Standard Motor Products entered into an agreement to acquire Nissens Automotive, a leading European automotive parts manufacturer and distributor of aftermarket engine cooling and air conditioning products. The transaction closed on November 1, 2024. Pursuant to the terms of the Purchase Agreement, SMP acquired all of the issued and outstanding shares of Nissens Automotive. The preliminary fair value of consideration transferred was €366 million ($397 million), after closing adjustments.

In connection with the execution of the Purchase Agreement, the Company entered into a credit agreement on September 16, 2024 with JPMorgan Chase Bank, N.A., as administrative agent, and a syndicate of lenders (the “2024 Credit Agreement") which provides for borrowings of approximately $750 million consisting of:

•$430 million multi-currency revolving credit facility;

•$10 million multi-currency revolving credit facility which will be available to wholly-owned Danish subsidiaries of the Company;

•$200 million delayed draw term loan facility; and

•€100 million delayed draw term loan facility.

Borrowings under the 2024 Credit Agreement were used to finance the Company’s acquisition of Nissens Automotive and related transaction costs.

Note 2 - Basis of Presentation

The pro forma combined balance sheet was prepared using the historical unaudited balance sheets of Standard Motor Products and Nissens Automotive as of September 30, 2024. Standard Motor Products' most recent fiscal year ended on December 31, 2023, and Nissens Automotive's most recent fiscal year ended on April 30, 2024. The unaudited pro forma combined statements of operations were prepared using the historical:

•audited consolidated statement of operations of Standard Motor Products for the year ended December 31, 2023;

•unaudited consolidated statement of operations of Standard Motor Products for the nine months ended September 30, 2024; and

•unaudited consolidated statements of operations of Nissens Automotive, which were derived from the general ledger data for the nine months ended September 30, 2024 and for the year ended December 31, 2023.

The pro forma financial information reflects transaction accounting adjustments that management believes are necessary to present fairly Standard Motor Products' pro forma results of operations and financial position following the closing of the Acquisition as of and for the periods indicated. The transaction accounting adjustments are based on currently available information and assumptions management believes are, under the circumstances and given the information available at this time, reasonable, and reflective of adjustments necessary to report Standard Motor Products' financial condition and results of operations as if the Acquisition was completed on January 1, 2023 for purposes of the unaudited pro forma combined statements of operations and September 30, 2024 for purposes of the unaudited pro forma combined balance sheet.

The initial allocation of the preliminary estimated consideration in this pro forma financial information is based upon the estimated fair value of the consideration as of the Acquisition closing date on November 1, 2024.

Goodwill represents the excess of the estimated purchase price over the estimated fair value of Nissens Automotive’s identifiable assets and liabilities, including the fair value of the estimated identifiable indefinite-lived and finite-lived intangible assets. Goodwill will not be amortized but will be subject to periodic impairment testing. The goodwill balance shown in the pro forma financial information is preliminary and subject to change as a result of the same factors affecting both the estimated consideration and the estimated fair value of identifiable assets and liabilities acquired. The goodwill balance represents the combined company’s expectations of the strategic opportunities available to it as a result of the Acquisition, as well as business specific knowledge and the replacement cost of an assembled workforce that may be derived from the Acquisition.

Upon completion of the final valuation, the estimated fair value of the acquired assets and liabilities will be updated and allocation of the excess purchase price, if any, will be recorded to goodwill. The calculation of goodwill could be materially impacted by measurement period adjustments. Under ASC 805, costs related to the transaction are expensed in the period they are incurred. Total transaction-related costs incurred by Standard Motor Products in connection with the Acquisition are estimated to be $9.5 million. The total amount is reflected as an expense in the unaudited combined statement of operations for the year ended December 31, 2023.

For purposes of preparing the pro forma financial information, the historical financial information of Nissens Automotive and related pro forma adjustments were translated from Danish kroner ("DKK") to U.S. dollars ("USD") using the following historical exchange rates:

Closing exchange rate as of September 30, 2024	0.14972
Average exchange rate for the nine months ended September 30, 2024	0.14574
Average exchange rate for the year ended December 31, 2023	0.14519

These exchange rates may differ from future exchange rates which would have an impact on the pro forma financial information and would also impact purchase accounting.

Note 3 - Significant Accounting Policies

Standard Motor Products' financial statements were prepared in accordance with U.S. GAAP while Nissens Automotive's financial statements were prepared in accordance with IFRS as issued by the IASB. The accounting policies used in the preparation of the pro forma financial information are those set out in Standard Motor Products' audited financial statements as of and for the year ended December 31, 2023.

Certain adjustments were made to conform the IFRS presentation to U.S. GAAP presentation in alignment with Standard Motor Products' presentation of U.S. GAAP as specified in Note 4. These adjustments and reclassifications have no effect on previously reported total assets, total liabilities and stockholders’ equity, or net income or

loss of Standard Motor Products or Nissens Automotive. Accounting policy differences and additional reclassification adjustments may be identified as Standard Motor Products completes its acquisition accounting in accordance with ASC 805.

At the time of filing the Current Report on Form 8-K/A to which this pro forma financial information is included as an Exhibit, except U.S. GAAP and reclassification adjustments specified in Note 4 related to certain balances presented in the historical financial statements of Nissens Automotive, Standard Motor Products is not aware of any material differences between the accounting policies of the two entities that would continue to exist subsequent to the application of acquisition accounting.

The estimated income tax impacts of the pre-tax adjustments that are reflected in the unaudited combined pro forma financial information are calculated using an estimated blended statutory rate, which is based on preliminary assumptions related to the jurisdictions in which the income (expense) adjustments will be recorded. The estimated blended statutory rate and the effective tax rate of the combined company could be significantly different depending on the post-transaction activities and geographical composition of profit or loss before taxes.

Note 4 – Reclassifications and U.S. GAAP Adjustments

The unaudited combined pro forma financial information has been adjusted to reflect certain reclassifications in the presentation in Nissens Automotive's financial statements to conform to Standard Motor Products' financial statement presentation. In addition, management reviewed the historical Nissens Automotive accounting policies to conform to those of Standard Motor Products. At the current time, the Company is not aware of any differences in accounting policies that would have a material impact on the pro forma financial information.

The Company will conduct a further review of Nissens Automotive’s accounting policies during its post-acquisition integration to determine if there are any additional differences that require adjustment of Nissens Automotive’s revenues, expenses, assets, or liabilities to conform accounting policies and classifications. As a result of that review, the Company may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on the pro forma financial information.

Unaudited Pro Forma Combined Balance Sheet Reclassification Adjustments Along With U.S. GAAP Conversion Adjustments

As of September 30, 2024

(All amounts in the reclassification tables and related footnotes below are expressed in DKK in thousands unless otherwise noted)

Refer to the table below for a summary of adjustments made to present Nissens Automotive’s balance sheet as of September 30, 2024, to conform with that of Standard Motor Products.

Standard Motor Products Historical Consolidated Balance Sheet Line Items	Nissens Automotive Historical Consolidated Balance Sheet Line Items	Nissens Automotive Historical Balances	Reclassification		U.S. GAAP Alignment		Nissens Automotive Reclassified & Aligned
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	Cash and cash equivalents	122,741	—		—		122,741
Accounts receivable, less allowances for discounts and expected credit losses	Trade and other receivables and prepayments	357,530	25,917	(a), (b)	—		383,447
Inventories	Inventory	534,407	—		—		534,407
Prepaid expenses and other current assets		—	4,247	(a), (b), (c)	—		4,247
Total current assets		1,014,678	30,164		—		1,044,842
Property, plant and equipment, net	Property, plant and equipment	178,364	(50,808)	(g)	—		127,556
Operating lease right-of-use assets		—	50,808	(g)	10,547	(k)	61,355
Goodwill		—	572,006	(h)	—		572,006
Other intangibles, net	Intangible assets	797,551	(572,006)	(h)	—		225,545
Deferred income taxes	Deferred tax assets	13,134	—		—		13,134
Other assets	Other financial assets	5,475	(2,886)	(c)	—		2,589
Total assets		2,009,202	27,278		10,547		2,047,027
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	Trade and other payables	450,319	(211,955)	(a)	—		238,364
	Income tax payable	54,342	(54,342)	(d)	—		—
Sundry payables and accrued expenses		—	167,717	(a), (d), (e), (f)	(22,044)	(k)	145,673
	Provisions	4,786	(4,786)	(e)	—		—
	Lease liabilities, current	45,236	(45,236)	(f)	—		—
	Contract liabilities	7,374	(7,374)	(i)	—		—
	Deferred tax liabilities	62,615			(62,615)	(l)	—
Accrued customer returns		—	6,892	(e), (i)	—		6,892
Accrued rebates		—	153,341	(a)	—		153,341
Payroll and commissions		—	22,824	(a)	—		22,824
Total current liabilities		624,672	27,081		(84,659)		567,094
Long-term debt	Borrowings	110,067	—		—		110,067
Noncurrent operating lease liabilities	Lease liabilities	9,695	—		31,528	(k)	41,223
Other accrued liabilities	Other payables	9,216	197	(e)	—		9,413
Deferred tax liabilities		—	—		62,615	(l)	62,615
Total liabilities		753,650	27,278		9,484		790,412
Stockholders' equity:
Common stock - par value $2.00 per share: Authorized - 30,000,000 shares; issued 23,936,036 shares	Share capital	615	—		—		615
Capital in excess of par value		—	714,950	(j)	—		714,950
Retained earnings	Retained earnings	900,941	(714,950)	(j)	—		185,991
Accumulated other comprehensive income	Foreign currency translation reserve	14,710	—		1,063	(k)	15,773
Treasury stock - at cost (2,215,186 shares)		—	—		—		—
Total SMP stockholders' equity		916,266	—		1,063		917,329
Noncontrolling interest		339,286	—		—		339,286
Total stockholders' equity		1,255,552	—		1,063		1,256,615
Total liabilities and stockholders' equity		2,009,202	27,278		10,547		2,047,027

(a) Reclassify trade and other payables of 63,328 to sundry payables and accrued expenses; 153,341 to accrued rebates; 22,824 to payroll and commissions; 4,472 to prepaid expenses and other current assets; and 32,011 to increase accounts receivable, less allowances for discounts and expected credit losses

(b) Reclassify trade and other receivables and prepayments of 5,835 to prepaid expenses and other current assets; 284 to sundry payables and accrued expenses; and 25 to accrued customer returns

(d) Reclassify income tax payable of 54,342 to sundry payables and accrued expenses

(e) Reclassify provisions of 1,406 to sundry payables and accrued expenses; 3,184 to accrued customer returns; and 196 to other accrued liabilities

(f) Reclassify lease liabilities, current of 45,326 to sundry payables and accrued expenses

(g) Reclassify property, plant and equipment of 50,808 to operating lease right-of-use assets

(h) Reclassify intangible assets of 572,006 to goodwill

(i) Reclassify contract liabilities of 3,691 to sundry payables and accrued expenses; and 3,683 to accrued customer returns

(j) Reclassify retained earnings of 714,950 to capital in excess of par value

(k) Adjustment of lease expense to convert from IFRS 16 - Leases to ASC 842, Leases in accordance with SMP accounting policy under U.S. GAAP

(l) Reclassify deferred tax liabilities from current to non-current to align with ASC 740, Income Taxes

Unaudited Pro Forma Combined Statement of Operations Reclassification Adjustments Along With U.S. GAAP Conversion Adjustments

For the nine months ended September 30, 2024 and December 31, 2023

(All amounts in the reclassification tables and related footnotes below are expressed in DKK in thousands unless otherwise noted)

Refer to the table below for a summary of adjustments made to present Nissens Automotive’s statement of operations for the nine months ended September 30, 2024, to conform with that of Standard Motor Products.

Standard Motor Products Historical Consolidated Statement of Operations Line Items	Nissens Automotive Historical Consolidated Statement of Operations Line Items	Nissens Automotive Historical Consolidated Balances	Reclassification		U.S. GAAP Alignment		Nissens Automotive Reclassified & Aligned
Net sales	Revenue	1,517,205	(1,797)	(a)	—		1,515,408
Cost of sales			914,972	(a) - (d)	—		914,972
	Cost of raw materials and consumables	892,941	(892,941)	(g)			—
	Changes in inventories of finished goods and work in progress	(27,160)	27,160	(g)	—		—
Gross profit		651,424	(50,988)		—		600,436
Selling, general and administrative expenses		—	362,467	(a) - (e)	22,125	(f)	384,592
	Other external costs	215,023	(215,023)	(a)	—		—
	Depreciation and amortisation	67,442	(37,386)	(b)	(30,056)	(f)	—
	Other operating income	(4,022)	4,022	(c)	—		—
	Staff costs	164,393	(164,393)	(d)	—		—
Restructuring and integration expenses		—	—		—		—
Other income, net		—	13		—		13
Operating income		208,588	(662)		7,931		215,857
Other non-operating income, net	Financial income	3,827	764	(e)	—		4,591
Interest expense	Financial expenses	11,930	102	(e)	(1,785)	(f)	10,247
Earnings from continuing operations before income taxes		200,485	—		9,716		210,201
Provision for income taxes	Tax	42,556	—		2,139		44,695
Earnings from continuing operations		157,929	—		7,577		165,506
Loss from discontinued operations, net of income taxes		—	—		—		—
Net earnings		157,929	—		7,577		165,506
Net earnings attributable to noncontrolling interest		44,687	—		—		44,687
Net earnings attributable to SMP		113,242	—		7,577		120,819

(a) Reclassify other external costs of 198,452 to selling, general and administrative expense; 1,797 to net sales; and 14,774 to cost of sales

(b) Reclassify depreciation and amortisation of 33,470 to selling, general and administrative expense and 3,916 to cost of sales

(c) Reclassify other operating income of 3,275 to cost of sales; 733 to selling, general and administrative expense; and 13 to other income, net

(d) Reclassify staff costs of 130,617 to selling, general and administrative expenses; and 33,776 to cost of sales

(e) Reclassify financial income of 764 to other non-operating income, net; and financial expense of 662 to selling, general and administrative expenses

(f) Adjustment of lease expense to convert from IFRS 16 - Leases to ASC 842, Leases in accordance with SMP accounting policy under U.S. GAAP

(g) Reclassify cost of raw materials and consumables and changes in inventories of finished goods and work in progress to cost of sales

Refer to the table below for a summary of adjustments made to present Nissens Automotive’s statement of operations for the year ended December 31, 2023 to conform with that of Standard Motor Products.

Standard Motor Products Historical Consolidated Statement of Operations Line Items	Nissens Automotive Historical Consolidated Statement of Operations Line Items	Nissens Automotive Historical Consolidated Balances	Reclassification		U.S. GAAP Alignment		Nissens Automotive Reclassified & Aligned
Net sales	Revenue	1,769,825	(866)	(a)	—		1,768,959
Cost of sales			1,173,710	(a), (b), (d)	—		1,173,710
	Cost of raw materials and consumables	939,395	(939,395)	(g)			—
	Changes in inventories of finished goods and work in progress	156,937	(156,937)	(g)	—		—
Gross profit		673,493	(78,244)		—		595,249
Selling, general and administrative expenses		—	464,932	(a) - (e)	28,120	(f)	493,052
	Other external costs	257,047	(257,047)	(a)	—		—
	Depreciation and amortisation	90,148	(65,442)	(b)	(24,706)	(f)	—
	Other operating income	(5,593)	5,593	(c)	—		—
	Staff costs	220,486	(220,486)	(d)	—		—
Restructuring and integration expenses		—	—		—		—
Other income, net		—	4,438	(c)	—		4,438
Operating income		111,405	(1,356)		(3,414)		106,635
Other non-operating income, net	Financial income	3,969	6,337	(c), (e)			10,306
Interest expense	Financial expenses	14,489	4,981	(e)	(1,272)	(f)	18,198
Earnings from continuing operations before income taxes		100,885	—		(2,142)		98,743
Provision for income taxes	Tax	18,970	—		(472)		18,498
Earnings from continuing operations		81,915	—		(1,670)		80,245
Loss from discontinued operations, net of income taxes		—	—		—		—
Net earnings		81,915	—		(1,670)		80,245
Net earnings attributable to noncontrolling interest		21,666	—		—		21,666
Net earnings attributable to SMP		60,249	—		(1,670)		58,579

(a) Reclassify other external costs of 236,875 to selling, general and administrative expense; 19,328 to cost of sales; and 844 to net sales

(b) Reclassify depreciation and amortisation expense of 62,622 to selling, general and administrative expense; and 2,820 to cost of sales

(d) Reclassify staff costs of 165,233 to selling, general and administrative expenses; and 55,253 to cost of sales

(e) Reclassify financial income of 5,182 to other non-operating income; and financial expenses of 202 to selling, general and administrative expenses

(f) Adjustment of lease expense to convert from IFRS 16 - Leases to ASC 842, Leases in accordance with SMP accounting policy under U.S. GAAP

(g) Reclassify cost of raw materials and consumables and changes in inventories of finished goods and work in progress to cost of sales

Note 5 – Preliminary purchase consideration and purchase price allocation

The accounting for the Acquisition, including the preliminary aggregate purchase consideration, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities is based upon the preliminary estimate of fair values. For the preliminary estimate of fair values of assets acquired and liabilities assumed of Nissens Automotive, Standard Motor Products used management's forecasted cash flows, publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. Standard Motor

Products is expected to use widely accepted income-based, market-based, and cost-based valuation approaches upon finalization of purchase accounting for the Acquisition. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma combined financial information. The unaudited pro forma adjustments are based upon available information and certain assumptions that Standard Motor Products believes are reasonable under the circumstances.

The following table summarizes the fair value of consideration transferred and the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the Acquisition:

(in 000's USD)	Preliminary estimated amount
Total estimated purchase consideration	$	396,732
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	18,377
Accounts receivable, less allowances for discounts and expected credit losses	57,410
Inventories	89,429
Prepaid expenses and other current assets	636
Property, plant and equipment, net	29,048
Operating lease right-of-use assets	9,186
Other intangibles, net	227,100
Deferred income taxes	1,966
Other assets	385
Total assets acquired	433,538
Accounts payable	35,686
Sundry payables and accrued expenses	22,664
Accrued customer returns	1,032
Accrued rebates	22,958
Payroll and commissions	3,417
Long-term debt	16,479
Noncurrent operating lease liabilities	6,172
Other accrued liabilities	1,409
Deferred tax liabilities	56,265
Total liabilities assumed	166,083
Net assets acquired	267,456
Goodwill	$	129,277

(i) The unaudited pro forma combined balance sheet has been adjusted to record Nissens Automotive’s inventories at a preliminary fair value of approximately $89.4 million, an increase of $9.4 million from the carrying value. The unaudited pro forma combined statement of operations for the year ended December 31, 2023 has been adjusted to recognize additional cost of sales related to the increased basis based on Nissens Automotive's average historical inventory turnover.

(ii) Preliminary identifiable intangible assets in the unaudited pro forma combined financial information consists of the following:

(in 000's USD)	Preliminary Fair Value		Estimated Useful Life
Tradenames - Nissens	$	73,300	Indefinite
Tradenames - AVA	2,300		Indefinite
Tradenames - Highway	1,100		15.0
Customer relationships	150,400		16.0
Intangible assets acquired	$	227,100

A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $0.3 million for the nine months ended September 30, 2024 and $0.4 million for the year ended December 31, 2023. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Acquisition may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.

(iii) The unaudited pro forma combined balance sheet has been adjusted to record Nissens Automotive’s property, plant and equipment (consisting of land, buildings and improvements, equipment, furniture and fixtures, and leasehold improvements) at a preliminary fair value of approximately $29.0 million, an increase of $9.9 million from the carrying value. The unaudited pro forma combined statements of operations have been adjusted to recognize additional depreciation expense related to the increased basis in selling, general and administrative expenses. The additional depreciation expense is computed with the assumption that the related assets will be depreciated over a useful life of 25 years on a straight-line basis.

Note 6 – Adjustments to the Unaudited Pro Forma Combined Balance Sheet

(a) Reflects adjustments to cash and cash equivalents:

(in 000's USD)	Amount
Pro forma transaction adjustments:
Cash paid for outstanding Nissens Automotive common stock	$	(396,732)
Cash received for settlement of forward foreign exchange contract to convert USD to euros	996
Net pro forma transaction adjustment to cash and cash equivalents	$	(395,736)
Pro forma financing adjustments:
Cash from borrowings, net of debt issuance costs	$	439,571
Net pro forma financing adjustment to cash and cash equivalents	$	439,571

(b) Reflects the preliminary purchase accounting adjustment for inventories based on the acquisition method of accounting.

(in 000's USD)	Amount
Pro forma transaction adjustments:
Elimination of Nissens Automotive’s inventories - carrying value	$	(80,012)
Preliminary fair value of acquired inventories	89,429
Net pro forma transaction adjustment to inventories	$	9,417

Represents the adjustment of acquired inventories to its preliminary estimated fair value. After the closing, the step up in inventories to fair value will increase cost of sales as the inventories are sold, which for purposes of these pro forma financial statements is assumed to occur within the first six months after the Acquisition.

(c) Reflects the preliminary purchase accounting adjustment for the estimated fair value of property, plant and equipment based on the acquisition method of accounting.

(in 000's USD)	Amount
Pro forma transaction adjustments:
Elimination of Nissens Automotive’s historical net book value of property, plant and equipment	$	(19,098)
Preliminary fair value of acquired property, plant and equipment	29,048
Net pro forma transaction adjustment to property, plant and equipment, net	$	9,950

(d) Reflects the preliminary purchase accounting adjustment for the estimated fair value of acquired intangibles based on the acquisition method of accounting. Refer to Note 5 above for additional information on the acquired intangible assets expected to be recognized.

(in 000's USD)	Amount
Pro forma transaction adjustments:
Elimination of Nissens Automotive’s historical net book value of intangible assets	$	(33,769)
Preliminary fair value of acquired intangibles	227,100
Net pro forma transaction adjustment to other intangibles, net	$	193,331

(e) Reflects the preliminary purchase accounting adjustment for goodwill which represents the excess of the estimated aggregate purchase consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed.

(in 000's USD)	Amount
Pro forma transaction adjustments:
Elimination of Nissens Automotive’s historical goodwill	$	(85,641)
Goodwill per purchase price allocation (Note 5)	129,277
Net pro forma transaction adjustment to goodwill	$	43,636

(f) Reflects the estimated deferred taxes resulting from pro forma fair value adjustments of the acquired assets and assumed liabilities based on the statutory tax rate of 22% and preliminary purchase price allocations. The tax rates used for the pro forma financial information are estimated and could vary from the actual rate in periods after completion of the Acquisition. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

(g) Reflects borrowings, net of unamortized debt issuance costs, to fund the Acquisition and related transaction costs. Standard Motor Products drew down $442 million from the lenders under the 2024 Credit Agreement. The adjustment to current and long-term debt is comprised of the following items:

(in 000's USD)	Amount
Pro forma financing adjustments:
Current portion of term loan and other debt	$	15,615
Long-term debt	425,371
Deferred financing costs	(1,415)
Net proceeds from new debt borrowings	$	439,571

(h) Reflects the preliminary purchase accounting adjustment for sundry payables and accrued expenses with the offset to retained earnings.

(in 000's USD)	Amount
Pro forma transaction adjustments:
Accrual for exit bonuses payable to Nissens's Automotive employees by Nissens Automotive	$	852
Accrual for SMP transaction costs	4,157
Net pro forma transaction adjustment to sundry payables and accrued expenses	$	5,009

(i) Reflects adjustments related to the acquisition of all of the issued and outstanding shares of Nissens Automotive, including noncontrolling interest and the elimination of Nissens Automotive’s historical stockholders' equity balances in accordance with the acquisition method of accounting.

(j) Forward foreign exchange contracts to purchase a certain amount of euros that were executed in connection with the transaction.

Note 7 – Adjustments to the Pro Forma Unaudited Combined Statements of Operations

Adjustments included in the pro forma transaction adjustments column and pro forma financing adjustments column in the accompanying unaudited pro forma combined statements of operations for the nine months ended September 30, 2024 and for the year ended December 31, 2023 are as follows:

(a) Reflects the adjustments to cost of sales, including the preliminary estimated fair value of inventories recognized through cost of sales during the first year after the Acquisition.

(in 000's USD)	Nine Months Ended September 30, 2024		Year Ended<br><br>December 31, 2023
Pro forma transaction adjustments:
Inventory step-up flowing through cost of sales	$	—	$	9,417
Net pro forma transaction adjustment to cost of sales	$	—	$	9,417

Represents $9.4 million additional cost of sales recognized in connection with the step-up of inventories to fair value. SMP will recognize the increased value of inventories in cost of sales as the inventory is sold, which for purposes of this pro forma combined financial information is assumed to occur within the pro forma period, based on Nissens Automotive’s average historical inventory turnover

(b) Reflects the adjustments to selling, general and administrative expenses including the amortization of the estimated fair value of intangibles and the estimated transaction costs expensed.

(in 000's USD)	Nine Months Ended September 30, 2024		Year Ended<br><br>December 31, 2023
Pro forma transaction adjustments:
Employee retention bonus expenses	$	—	$	1,761
Amortization of intangible assets step-up	2,827		3,756
Depreciation of property, plant, and equipment step-up	279		371
Expected transaction costs	—		4,157
Net pro forma transaction adjustment to selling, general and administrative expenses	$	3,106	$	10,045

(c) Reflects the expense related to borrowings to fund the Acquisition and related transaction costs and the amortization of financing costs:

(in 000's USD)	Nine Months Ended September 30, 2024		Year Ended<br><br>December 31, 2023
Pro forma financing adjustments:
New interest expense on transaction financing:
Borrowings denominated in U.S. dollars	$	9,086	$	12,626
Borrowings denominated in euros	4,018		5,570
Net pro forma financing adjustments to interest expense	$	13,104	$	18,196

The new interest expense financing adjustments included in the unaudited pro forma combined statements of operations reflects the interest expense and amortization of debt issuance costs associated with borrowings to fund the Acquisition and related transaction costs. Interest was recognized for borrowings denominated in U.S. dollars using Adjusted Term SOFR of 4.70% plus 2.00% per annum. Interest expense was recognized for borrowings denominated in euros using Euribor rate of 3.15% plus 1.5% per annum. The costs incurred to secure the 2024 Credit Agreement are amortized on a straight-line basis over the five year term of the commitment.

A sensitivity analysis on interest expense for the year ended December 31, 2023, and the nine months ended September 30, 2024 has been performed to assess the effect of a 12.5 basis point change of the hypothetical interest on the debt borrowings. The following table shows the change in the interest expense for the financing transaction described above:

(in 000's USD)	Nine Months Ended September 30, 2024		Year Ended December 31, 2023
Interest expense assuming:
Increase of 0.125%	$	100	$	140
Decrease of 0.125%	$	(449)	$	(623)

(d) To record the income tax impact of the pro forma adjustments for the year ended December 31, 2023 and for the nine months ended September 30, 2024, the tax impact of pro forma adjustments was computed using estimated statutory income tax rates for the relevant jurisdictions. The estimated income tax rates generally range between 22% and 25%. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-acquisition activities, including cash needs, the geographical mix of income and changes in tax law.

Note 8 – Earnings Per Share

The following table set forth the computation of pro forma basic and diluted earnings per share for the nine months ended September 30, 2024 and the year ended December 31, 2023:

(in 000's USD, except share and per share data)	Nine Months Ended September 30, 2024		Year Ended December 31, 2023
Net earnings (loss) attributable to SMP
Continuing operations	$	66,329	$	45,751
Discontinued operations	(24,727)		(28,996)
Net earnings attributable to SMP	$	41,602	$	16,755
Per common share data
Basic:
Continuing operations	$	3.04	$	2.11
Discontinued operations	(1.14)		(1.34)
Net earnings attributable to SMP per common share	$	1.90	$	0.77
Diluted:
Continuing operations	$	2.98	$	2.06
Discontinued operations	(1.11)		(1.31)
Net earnings attributable to SMP per common share	$	1.87	$	0.75
Dividend declared per common share	$	0.87	$	1.16
Weighted average number of common shares, basic	21,802,164		21,716,177
Weighted average number of common shares, diluted	22,225,444		22,161,341