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PART I
In this Annual Report on Form 10-K, “Standard Motor Products,” “we,” “us,” “our” and the “Company” refer to Standard Motor Products, Inc. and its subsidiaries, unless the context requires otherwise. This Report, including the documents incorporated herein by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this Report are indicated by words such as “anticipates,” “expects,” “believes,” “intends,” “plans,” “estimates,” “projects,” “strategies” and similar expressions. These statements represent our expectations based on current information and assumptions and are inherently subject to risks and uncertainties. Our actual results could differ materially from those which are anticipated or projected as a result of certain risks and uncertainties, including, but not limited to, changes in business relationships with our major customers and in the timing, size and continuation of our customers’ programs; changes in our receivables factoringsupply chain financing arrangements, such as changes in terms, termination of contracts and/or the impact of rising interest rates; the ability of our customers to achieve their projected sales; competitive product and pricing pressures; increases in production or material costs, including procurement costs resulting from higher tariffs, that cannot be recouped in product pricing; the performance of the aftermarket, heavy duty, industrial equipment and original equipment markets; changes in the product mix and distribution channel mix; economic and market conditions; successful integration of acquired businesses; our ability to achieve benefits from our cost savings initiatives; product liability and environmental matters (including, without limitation, those related to asbestos-related contingent liabilities and remediation costs at certain properties); as well as other risks and uncertainties, such as those described under Risk Factors, Quantitative and Qualitative Disclosures About Market Risk and those detailed herein and from time to time in the filings of the Company with the SEC. Forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. In addition, historical information should not be considered as an indicator of future performance.
Overview
We are a leading independent manufacturer and distributor of premium replacement parts for the engine management and temperature control systems of motor vehicles in the automotive aftermarket industry with a complementary focus on the heavy duty, industrial equipment and the original equipment market. markets.
We are organized into two major operating segments, each of whichsegments. Each segment focuses on specific linesproviding our customers with full-line coverage of replacement parts. Our Engine Management Segment manufacturesits products, and remanufactures ignitiona full suite of complimentary services that are tailored to our customers’ business needs and emission parts, ignition wires, battery cables, fuel system parts and sensorsdriving end-user demand for vehicle systems. Our Temperature Control Segment manufactures and remanufactures air conditioning compressors, air conditioning and heating parts, engine cooling system parts, power window accessories, and windshield washer system parts.
our products. We sell our products primarily to large retail chains,automotive aftermarket retailers, program distribution groups, warehouse distributors, original equipment manufacturers and original equipment service part operations in the United States, Canada, Europe, Asia, Mexico and other Latin America,American countries.
Our Culture
Our Company was founded in 1919 on the values of ethics, integrity, common decency and Europe. Our customers consistrespect for others. These values continue to this day and are embodied in our Code of manyEthics, which has been adopted by the Board of Directors of the leading auto parts retail chains, suchCompany to serve as NAPA Auto Parts (National Automotive Parts Association, Inc.), Advance Auto Parts, Inc./CARQUEST Auto Parts, AutoZone, Inc., O’Reilly Automotive, Inc., Canadian Tire Corporation Limiteda statement of principles to guide our decision-making and The Pep Boys Manny, Moe & Jack,reinforce our commitment to these values in all aspects of our business. We believe that our commitment to our Company, our employees and the communities within which we operate has led to high employee satisfaction and low employee turnover, and our commitment to our customers, suppliers and business partners has resulted in high customer satisfaction, as well as national program distribution groups, such as Auto Valueevidenced by the customer awards that we routinely win, and All Pro/Bumperdecades-long customer relationships.
We also take environmental and social issues seriously. We believe that our commitment to Bumper (Aftermarket Auto Parts Alliance, Inc.), Automotive Distribution Network LLC, The National Pronto Association (“Pronto”), Federated Auto Parts Distributors, Inc. (“Federated”), Prontoidentifying and Federated’s affiliate,implementing positive environmental and social related business practices strengthens our Company, improves our relationship with our shareholders and better serves our customers, our communities and the Automotive Parts Services Group or The Group, Auto Plus and specialty market distributors. We distribute parts underbroader environment within which we conduct our own brand names, such as Standard®, Blue Streak®, BWD®, Select®, Intermotor®, GP Sorensen®, TechSmart®, Tech Expert®, OEM®, LockSmart®, Four Seasons®, EVERCO®, ACi® and Hayden® and through co-labels and private labels, such as CARQUEST®, Duralast®, Duralast Gold®, Import Direct®, Master Pro®, Omni-Spark®, Ultima Select®, Murray®, NAPA® Echlin®, NAPA Proformer™ Mileage Plus®, NAPA Temp Products™, NAPA® Belden®, Cold Power®, DriveworksTM and ToughOneTM .business.
The Automotive Aftermarket
The automotive aftermarket industry is comprised of a large number of diverse manufacturers varying in product specialization and size. In addition to manufacturing, aftermarket companies must allocate resources towards an efficient distribution process in order to maintain the flexibility and responsiveness on which their customers depend. Aftermarket manufacturers must be efficient producers of small lot sizes, and must distribute, with rapid turnaround times, products for nearly all domestic and import vehicles on the road today.
The automotive aftermarket replacement parts business differs substantially from the OEM parts business. Unlike the OEM parts business that primarily follows trends in new car production, the automotive aftermarket replacement parts business primarily tends to follow different trends, such as:
| ● | the number of vehicles on the road; |
| ● | the average age of vehicles on the road; and |
| ● | the total number of miles driven per year. |
Our Business Strategy
Our goalmission is to grow revenues and earnings and deliver returns in excess of our cost of capital by beingbe the best-in-class,best full-line, full-service supplier of premium products to the engine management and temperature control markets. products.
The key elements of our strategy are as follows:
Maintain Our Strong Competitive Position in |
To maintain our strong competitive position, in our markets, we remain committed to the following:
| providing our customers with full-line coverage of high quality engine management and temperature control products, supported by the highest level of value-added services; |
| continuing to maximize our production, supply chain and distribution efficiencies; |
| continuing to improve our cost position through increased global sourcing, increased manufacturing at our low-cost plants, and strategic transactions with manufacturers in low-cost regions; and |
| focusing on our engineering development efforts including a focus on bringing more product manufacturing |
Provide Superior Value-Added Services and Product Availability |
Expand Our Product |
Broaden Our Customer |
Improve Operating Efficiency and Cost |
We intend to continue to improve our operating efficiency and cost position by:
| increasing |
| focusing on integrated supply chain management, customer collaboration and vendor managed inventory initiatives; |
| evaluating additional opportunities to relocate manufacturing to our low-cost plants; |
| maintaining and improving our cost effectiveness and competitive responsiveness to better serve our customer base, including sourcing certain materials and products from low cost regions such as those in Asia without compromising product quality; |
| enhancing |
| focusing on |
Cash |
Year Ended December 31, | ||||||||||||||||||||||||
| 2017 | 2016 | 2015 | ||||||||||||||||||||||
| Amount | % of Total | Amount | % of Total | Amount | % of Total | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| Engine Management: | ||||||||||||||||||||||||
| Ignition, Emission and Fuel System Parts | $ | 657,287 | 58.9 | % | $ | 616,523 | 58.2 | % | $ | 598,161 | 61.6 | % | ||||||||||||
| Wires and Cables | 172,126 | 15.4 | % | 149,016 | 14.1 | % | 99,860 | 10.3 | % | |||||||||||||||
| Total Engine Management | 829,413 | 74.3 | % | 765,539 | 72.3 | % | 698,021 | 71.9 | % | |||||||||||||||
| Temperature Control: | ||||||||||||||||||||||||
| Compressors | 148,377 | 13.3 | % | 148,623 | 14 | % | 127,861 | 13.2 | % | |||||||||||||||
| Other Climate Control Parts | 130,750 | 11.7 | % | 135,117 | 12.8 | % | 136,617 | 14.1 | % | |||||||||||||||
| Total Temperature Control | 279,127 | 25.0 | % | 283,740 | 26.8 | % | 264,478 | 27.3 | % | |||||||||||||||
| All Other | 7,603 | 0.7 | % | 9,203 | 0.9 | % | 9,476 | 0.8 | % | |||||||||||||||
| Total | $ | 1,116,143 | 100 | % | $ | 1,058,482 | 100 | % | $ | 971,975 | 100 | % | ||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||
| 2017 | 2016 | 2015 | ||||||||||||||||||||||
Operating Income (Loss) | Identifiable Assets | Operating Income (Loss) | Identifiable Assets | Operating Income (Loss) | Identifiable Assets | |||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
| Engine Management | $ | 97,403 | $ | 527,200 | $ | 101,529 | $ | 506,625 | $ | 88,007 | $ | 413,102 | ||||||||||||
| Temperature Control | 19,609 | 177,006 | 17,563 | 171,136 | 6,382 | 177,201 | ||||||||||||||||||
| All Other | (18,838 | ) | 83,361 | (21,025 | ) | 90,936 | (18,529 | ) | 90,761 | |||||||||||||||
| Total | $ | 98,174 | $ | 787,567 | $ | 98,067 | $ | 768,697 | $ | 75,860 | $ | 681,064 | ||||||||||||
Engine Management Segment
We are a basic manufacturer of many of the engine management parts we market. Our strategy includes expandingcontinuously look to expand our product lines through strategic acquisitionsoffering to provide our customers with full-line coverage. We have more recently expanded our offering by adding late-model coverage for existing product categories, and new product categories in additionresponse to sourcing certain materialsnew and products from low cost regions such as those in Asia. In our Engine Management Segment, replacementevolving vehicle technologies, including diesel injectors, pumps and components, turbochargers, evaporation emission control system components, exhaust gas temperature sensors, active grill shutters, battery current sensors, and Advanced Driver Assistance Systems (ADAS) components, including blind spot detection sensors, cruise control distance sensors, lane departure sensor cameras and park assist backup cameras.
Ignition, Emission Control, Fuel & Safety Related System Products. Replacement parts for ignition, emission, controlfuel and fuelsafety related systems accounted for approximately 59%$706 million, or 62%, of our consolidated net sales in 2017, 58%2019, approximately $648.3 million, or 59%, of our consolidated net sales in 20162018, and 62%approximately $657.3 million, or 59%, of our consolidated net sales in 2015.2017.
In April 2019, we acquired certain assets and liabilities of the Pollak business of Stoneridge, Inc., a manufacturer and distributer of specialty engine management products including sensors, switches, and connectors for the OE/OES, heavy duty and commercial vehicle markets. The acquisition enhanced our growth opportunities in the OE/OES, heavy duty and commercial vehicle markets and added to our existing expertise in aftermarket distribution, product management and service. For additional information regarding this acquisition and our integration efforts related to the acquisition, refer to the information set forth under the caption “2019 Business Acquisition and Investment” appearing in Note 3, and “Integration Costs” appearing in Note 5 of the Notes to Consolidated Financial Statements in Item 8 of this Report.
Wire & Cable Products. Wire and cable parts accounted for approximately $143.2 million, or 13%, of our consolidated net sales in 2019, approximately $155.2 million, or 14%, of our consolidated net sales in 2018, and approximately $172.1 million, or 15%, of our consolidated net sales in 2017. These products include ignition (spark plug) wire sets, battery cables, pigtails, sockets and a wide range of electrical wire, terminals, connectors and tools for servicing an automobile’s electrical system.
Computer-Controlled Technology. Nearly allAll new vehicles are factory‑equippedfactory-equipped with computer‑controlled engine management systemsnumerous electronic control modules designed to monitor and control ignition,the internal combustion process and the emissions, fuel economy, transmission, safety and many other automotive systems. The on‑board computerscomfort systems of the vehicle. These control modules monitor inputs from many types of sensors, switches and actuators located throughout the vehicle, and control a myriadthe systems used to optimize vehicle performance and comfort features. Our sales of sensors, switches, actuators, valves, solenoids coils, switches and motorsrelated parts have increased as automobile manufacturers continue to manage engine and vehicle performance. Computer-controlledequip their cars with these more complex engine management systems enable the engine to operate with improved fuel efficiency and reduced levels of hazardous emissions.systems.
Government mandated emissions and fuel economy regulations have been implemented throughout the United States. The Clean Air Act imposes strict emissions control test standards on existing and new vehicles, and remains the preeminent legislation in the area of vehicle emissions.vehicles. As many states have implemented required inspection/maintenance tests, the Environmental Protection Agency, through its rulemaking ability, has also encouraged both manufacturers and drivers to reduce vehicle emissions. Automobiles must now comply with emissions standards from the time they were manufactured and, in most states, until the last day they are in use. This law and other government emissions laws and fuel economy regulations have had a positive impact on sales of our ignition, emissions control and fuel delivery parts since vehicles failing these laws may require repairs utilizing parts sold by us.
Safety, Driver Assistance and Collision Avoidance Systems.An increasing number of new vehicles are factory equippedfactory-equipped with government-mandated safety devices, such as anti-lock braking systems and air bags. As these systems mature, requiring servicing and repair, we anticipate increased sales opportunities for many of our products such as ABS sensors, tire pressure monitoring systems,TPMS sensors and traction control products. Newer automotive systems include Advanced Driver Assistance Systems and Collision Avoidance Systems to alert the driver to potential problems, or to avoid collisions by implementing safeguards. Many of these systems use on-board computers to monitor inputs from sensing devices located throughout the vehicle. As the use and complexity of these systems continue to develop and proliferate, we expect to identify and benefit from new sales opportunities within this category such as ultrasonic sensors.category.
Temperature Control Segment
Other Climate Control Segment continues to be a leaderParts. Other climate control parts accounted for approximately $117.9 million, or 10%, of our consolidated net sales in providing superior training to service dealers who require access to up-to-date knowledge2019, approximately $130 million, or 12%, of our consolidated net sales in proper maintenance2018, and repair for changing technologies utilizedapproximately $130.8 million, or 12%, of our consolidated net sales in today’s vehicles. We believe that our training module (Diagnosing and Repairing the Top Automotive HVAC Problems) remains one of the most sought-after training clinics in the industry and among professional service dealers.2017.
Financial Information about Our Foreignour Operating Segments
For additional information related to our operating segments, and Domestic Operations and Export Sales
Year Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| (In thousands) | ||||||||||||
| United States | $ | 996,433 | $ | 952,019 | $ | 881,206 | ||||||
| Canada | 56,575 | 53,324 | 48,072 | |||||||||
| Mexico | 24,521 | 24,429 | 14,707 | |||||||||
| Europe | 14,088 | 14,703 | 16,305 | |||||||||
| Other foreign | 24,526 | 14,007 | 11,685 | |||||||||
| Total | $ | 1,116,143 | $ | 1,058,482 | $ | 971,975 | ||||||
We believe that our brands are an important component of our value proposition, and serve to distinguish our premium engine management and temperature control products from those of our competitors. We market and distribute our products under our own brands, such as:
Engine Management Products |  |
Temperature Control Products |  |
We also distribute our long‑lived assets by geographic areaproducts to customers for resale under private labels and the three years ended December 31, 2017.following co-labels:
Engine Management |  |  |
We have also developed our product offering and brand strategies to support our customers’ initiatives to market a tiered product assortment designed to satisfy end-user preferences for quality and value. We believe that this alignment makes us an invaluable business partner to our customers.
Our Customers
We sell our products primarily to:
Year Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| (In thousands) | ||||||||||||
| United States | $ | 202,875 | $ | 204,592 | $ | 155,438 | ||||||
| Canada | 2,017 | 1,344 | 1,190 | |||||||||
| Mexico | 4,449 | 3,877 | 1,012 | |||||||||
| Europe | 18,530 | 13,612 | 12,324 | |||||||||
| Other foreign | 31,185 | 19,924 | 20,622 | |||||||||
| Total | $ | 259,056 | $ | 243,349 | $ | 190,586 | ||||||
| ● | Automotive aftermarket retailers, such as O’Reilly Automotive, Inc. (“O’Reilly”), Advance Auto Parts, Inc. (operating under the trade names Advance Auto Parts, Autopart International, Carquest and Worldpac) (“Advance”), AutoZone, Inc. (“AutoZone”), and Canadian Tire Corporation, Limited. |
| ● | Automotive aftermarket distributors, including warehouse distributors and program distribution groups, such as Genuine Parts Co. and National Automotive Parts Association (“NAPA”), Auto Value and All Pro/Bumper to Bumper (Aftermarket Auto Parts Alliance, Inc.), Automotive Distribution Network LLC, The National Pronto Association (“Pronto”), Federated Auto Parts Distributors, Inc. (“Federated”), Pronto and Federated’s affiliate, the Automotive Parts Services Group or The Group, and Icahn Automotive Group LLC (doing business as Pep Boys, Auto Plus, AAMCO and Precision Tune Auto Care). |
| ● | Original equipment manufacturers and original equipment service part operations, such as General Motors Co., FCA US LLC (formerly known as Chrysler Group LLC), Ford Motor Co., Woodward, Inc. and Red Dot Corporation. |
Our five largest individual customers accounted for approximately 69% of our consolidated net sales in 2019, and approximately 70% of our consolidated net sales in 2018 and 2017. During 2019, O’Reilly, Advance, NAPA, and AutoZone accounted for 22%, 16%, 15% and 11% of our consolidated net sales, respectively. Net sales from each of these customers were reported in both our Engine Management and Temperature Control Segments.
Competition
We compete primarily on the basis of product quality, product availability, value-added services, product coverage, order turn-around time, order fill rate, technical support and price. We believe we differentiate ourselves from our competitors primarily through:
| ● | a value-added, knowledgeable sales force; |
| ● | extensive product coverage in conjunction with market leading brands; |
| ● | rigorous product qualification standards to ensure that our parts meet or exceed exacting performance specifications; |
| ● | sophisticated parts cataloging systems, including catalogs available online through our website and our mobile application; |
| ● | inventory levels and logistical systems sufficient to meet the rapid delivery requirements of customers; |
| ● | breadth of manufacturing capabilities; and |
| ● | award-winning marketing programs, sales support and technical training. |
We are one of the leading independent manufacturers and distributors serving North America and other geographic areas in our core businesses of Engine Management and Temperature Control. In the Engine Management Segment, we compete with: ACDelco, Delphi Technologies PLC, Denso Corporation, Continental AG, Hitachi, Ltd., Motorcraft, Robert Bosch GmbH, Visteon Corporation, NGK Spark Plug Co., Ltd., Dorman Products, Inc. and several privately-owned companies primarily importing products from Asia. In the Temperature Control Segment, we compete with: ACDelco, MAHLE GmbH, Behr Hella Service GmbH, Denso Corporation, Motorcraft, Sanden International, Inc., Continental AG, Dorman Products, Inc., and several privately-owned companies.
The automotive aftermarket is highly competitive, and we face substantial competition in all markets that we serve. Our success in the marketplace depends on our ability to execute the key elements of our business strategy discussed above. Some of our competitors may have greater financial, marketing and other resources than we do. In addition, we face competition from automobile manufacturers who supply many of the replacement parts sold by us, although these manufacturers generally supply parts only for cars they sell through OE dealerships.
Sales and Distribution
In the traditionalaftermarket channel, we sell our products to warehouse distributors who supply auto partsand retailers. Our customers buy directly from us and sell directly to jobber stores. Jobbers in turn sell tostores, professional technicians and to “do-it-yourselfers” who perform automotive repairs on their personal vehicles. In recent years, warehouse distributors have consolidated with other distributors, and an increasing number of distributors own their jobber stores or sell down channel to professional technicians. In the retail channel, customers buy directly from us and sell directly to professional technicians and “do-it-yourselfers” through their own stores. Retailers are also consolidating with other retailers and have begun to increase their efforts to sell to professional technicians adding additional competition in the “do-it-for-me,” or the professional technician segment of our industry.
As automotive parts and systems become more complex, “do-it-yourselfers” are less likely to service their own vehicles and may become more reliant on automotiveprofessional technicians.
In the original equipment and original equipment service channel, we sell our products to original equipment manufacturers (“OEMs”) for use in the production of vehicles or for distribution within their network to independent dealerships and independent service dealer technicians. In addition to new car sales, automotive dealerships sell OE brand parts and service vehicles. TheWe also sell our products available throughto Tier 1 suppliers of OEMs.
In the dealersheavy duty and industrial markets, we sell our products to warehouse distributors and retailers, who buy directly from us and sell directly to fleet operators for use in the maintenance of medium to heavy duty fleet vehicles and owners and operators of heavy duty and industrial equipment. We also sell our products to OEMs for use in production and service of medium to heavy duty vehicles as well as construction, agricultural and specialty vehicles and equipment.
We sell our products primarily in the United States, with additional sales in Canada, Europe, Asia, Mexicoand other Latin American countries. Our sales are purchased through the original equipment service (“OES”) network. Traditionally, the parts manufacturers of OEMs have supplied a majoritysubstantially denominated in U.S. dollars. For information on revenues and long-lived assets by geographic area, see Note 20 “Industry Segment and Geographic Data” of the OES network. However, certain parts manufacturers have become independent and are no longer affiliated with OEMs. In addition, many Tier 1 OEM suppliers are disinterestedNotes to Consolidated Financial Statements in providing service parts requirements for up to 15 years after the OE model has gone outItem 8 of production. As a result of these factors, there are additional opportunities for independent automotive aftermarket manufacturers like us to supply the OES network.this report.
Our sales force is structured to meet the unique needs of our traditional and retail customers across the distribution channel, allowing us to provide value-added services that we believe are unmatched by our competitors. We also believe that our sales force is the premier direct sales force for our product lines due to our concentration of highly‑qualified, well‑trainedhighly-qualified, well-trained sales personnel. We focus our recruitment efforts on candidates who have technical backgrounds as well as strong sales experience, and we provide our sales personnel extensive instruction and continuing education at our training facility in Irving, Texas, and provide an extensive continuing education program thatwhich allows our sales force to stay current on troubleshooting and repair techniques. The continuing education courses along with monthly supplemental web-based training are an integral part of our sales force development strategy.
We offer a variety of strategic customer discounts, allowances and incentives to increase customer purchases of our products. For example, we offer cash discounts for paying invoices in accordance with the specified discounted terms of the invoice, and we offer pricing discounts based on volume purchased from us and participation in our cost reduction initiatives.invoice. We also offer rebates and discounts to customers as advertising and sales force allowances, and allowances for warranty and overstock returns are also provided. We believe these discounts, allowances and incentives are a common practice throughout the automotive aftermarket industry, and we intend to continue to offer them in response to competitive pressures and to strategically support the growth of all our products.
Seasonality
Historically, our operating results have fluctuated by quarter, with the greatest sales occurring in the second and third quarters of the year and revenues generally being recognized at the time of shipment. It is in these quarters that demand for our products is typically the highest, specifically in the Temperature Control Segment of our business. In addition to this seasonality, the demand for our Temperature Controltemperature control products during the second and third quarters of the year may vary significantly with the summer weather and customer inventories. For example, a coolwarm summer, as we experienced in 2018, may increase the demand for our temperature control products, while a mild summer, as we experienced in 2017, may lessen the demand for our Temperature Control products, while a warm summer, as we experienced in 2016, may increase such demand. As a result of this seasonality and variability in demand of our Temperature Control products, our working capital requirements typically peak near the end of the second quarter, as the inventory build‑up of air conditioning products is converted to sales and payments on the receivables associated with such sales have yet to be received. During this period, our working capital requirements are typically funded by borrowing from our revolving credit facility.
Working Capital and Inventory Management
Automotive aftermarket companies have been under increasing pressure to provide broad SKU (stock keeping unit) coverage due to parts and brand proliferation. In response to this, we have made, and continue to make, changes to our inventory management system designed to reduce inventory requirements. We have a pack‑to‑orderpack-to-order distribution system, which permits us to retain slow moving items in a bulk storage state until an order for a specific branded part is received. This system reduces the volume of a given part in inventory. We also expanded our inventory management system to improve inventory deployment, enhance our collaboration with customers on forecasts and inventory assortments, and further integrate our supply chain both to customers and suppliers.
We face inventory management issues as a result of overstock returns. We permit our customers to return new, undamaged products to us within customer-specific limits (which are generally limited to a specified percentage of their annual purchases from us) in the event that they have overstocked their inventories. In addition, the seasonality of our Temperature Control Segment requires that we increase our inventory during the winter season in preparation of the summer selling season and customers purchasing such inventory have the right to make returns. We accrue for overstock returns as a percentage of sales after giving consideration to recent returns history.
Our profitability and working capital requirements are seasonal due to our sales mix of Temperature Controltemperature control products. Our working capital requirements peak near the end of the second quarter, as the inventory build‑upbuild-up of air conditioning products is converted to sales and payments on the receivables associated with such sales have yet to be received. These increased working capital requirements are funded by borrowings from our revolving credit facility.
Production and Engineering
An important component of our business strategy is to invest the resources necessary to expand our technical capabilities and bring more product manufacturing in-house. We engineer, tool and manufacture many of the products that we offer for sale and the components used in the assembly of those products, and we continue to evaluate opportunities to bring new product categories in-house. For example, we perform our own plastic molding operations, stamping and machining operations, wire extrusion, automated electronics assembly and a wide variety of other processes. In the case of remanufactured components, we conduct our own teardown, diagnostics and rebuilding for air conditioning compressors, diesel injectors, and diesel pumps. We have found this level of vertical integration, in combination with our manufacturing footprint in low cost regions, provides advantages in terms of cost, quality and availability.
Suppliers
We source materials through a global network of suppliers to ensure a consistent, high quality and low cost supply of materials and key components for our product lines. As a result of the breadth of our product offering, we are not dependent on any single raw material.
The principal raw materials purchased by us consist of brass, electronic components, fabricated copper (primarily in the form of magnet and insulated cable), steel magnets, laminations, tubes and shafts, stamped steel parts, copper wire, stainless steel coils and rods, aluminum coils, fittings, rods, cast aluminum parts, lead, steel roller bearings, rubber molding compound, thermo‑setthermo-set and thermo plastic molding powders, and chemicals. Additionally, we use components and cores (used parts) in our remanufacturing processes for air conditioning compressors, diesel injectors, diesel pumps, and diesel pumps.turbo chargers.
We believe there is an adequate supply of primary raw materials and cores. In order to ensure a consistent, high quality and low cost supply of key components for each product line, we continue to develop our own sources. We are not dependent on any single commodity,cores; however, there can be no assurance over the long term that the availability of materials and components or increases in commodity prices will not materially affect our business or results of operations.
11
Employees
As of December 31, 2017,2019, we employed approximately 4,200 people, with 1,9001,800 people in the United States and 2,3002,400 people in Mexico, Canada, Poland, the U.K., Hong Kong and Taiwan. Of the 4,200 people employed, approximately 2,1002,200 people are production employees. We operate primarily in non‑unionnon-union facilities and have binding labor agreements with employees at other unionized facilities. We have approximately 9076 production employees in Edwardsville, Kansas who are covered by a contract with The International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (“UAW”) that expires in April 2019. We expect to renew this agreement with the UAW upon mutually agreeable terms.August 2022. We also have approximately 1,1001,200 employees in Mexico who are covered under union agreements negotiated at various intervals. For clarification, the employee numbers described above exclude the employees of our joint venture operations.
We believe that our facilities are in favorable labor markets with ready access to adequate numbers of skilled and unskilled workers, and we believe our relations with our union and non‑unionnon-union employees are good. Our employees share our corporate values of ethics, integrity, common decency and respect of others, values which have been established since our company was founded in 1919.founded.
Available Information
We are a New York corporation founded in 1919. Our principal executive offices are located at 37‑1837-18 Northern Boulevard, Long Island City, New York 11101, and our main telephone number at that location is (718) 392‑0200.392-0200. Our Internet address is www.smpcorp.com. We provide a link to reports that we have filed with the SEC. However, for those persons that make a request in writing or by e-mail (financial@smpcorp.com), we will provide free of charge our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. These reports and other information are also available, free of charge, at www.sec.gov.
You should carefully consider the risks described below. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us or other factors not perceived by us to present significant risks to our business at this time also may impair our business and results of operations. If any of the stated risks actually occur, they could materially and adversely affect our business, financial condition or operating results.
Risks Related to Our Operations
We depend on a limited number of key customers, and the loss of any such customer, or a significant reduction in purchases by such customer, could have a material adverse effect on our business, financial condition and results of operations.
Our five largest individual customers accounted for approximately 69% of our consolidated net sales in 2019, and approximately 70% of our consolidated net sales in 20172018 and 2016, and approximately 68% of our consolidated net sales in 2015.2017. During 2017,2019, O’Reilly, Automotive, Inc., Advance, Auto Parts, Inc., NAPA, Auto Parts, and AutoZone Inc. accounted for 21%, 17%22%, 16%, 15% and 10%11% of our consolidated net sales, respectively. The loss of one or more of these customers or, a significant reduction in purchases of our products from any one of them, could have a materially adverse impact on our business, financial condition and results of operations. In addition, any consolidation among our key customers such as Advance Auto’s acquisition of CarQuest in 2014, may further exacerbateincrease our customer concentration risk.
Also, we do not typically enter into long-term agreements with any of our customers. Instead, we enter into a number of purchase order commitments with our customers, based on their current or projected needs. We have in the past, and may in the future, lose customers or lose a particular product line of a customer due to the highly competitive conditions in the automotive aftermarket industry, including pricing pressures, consolidation of customers, customer initiatives to buy direct from foreign suppliers or other business considerations. A decision by any significant customer, whether motivated by competitive conditions, financial difficulties or otherwise, to materially decrease the amount of products purchased from us, to change their manner of doing business with us, or to stop doing business with us, including a decision to source products directly from a low cost region such as Asia, could have a material adverse effect on our business, financial condition and results of operations.
Because our sales are concentrated, and the market in which we operate is very competitive, we are under ongoing pressure from our customers to offer lower prices, extend payment terms, increase marketing allowances and other terms more favorable to these customers. These customer demands have put continued pressure on our operating margins and profitability, resulted in periodic contract renegotiation to provide more favorable prices and terms to these customers, and significantly increased our working capital needs.
Our industry is highly competitive, and our success depends on our ability to compete with suppliers of automotive aftermarket products, some of which may have substantially greater financial, marketing and other resources than we do.
The automotive aftermarket industry is highly competitive, and our success depends on our ability to compete with domestic and international suppliers of automotive aftermarket products. In the Engine Management Segment, our competitors includewe compete with: ACDelco, Delphi Technologies PLC, Denso Corporation, Continental AG, Hitachi, Ltd., Motorcraft, Robert Bosch GmbH, Visteon Corporation, NGK Spark Plug Co., LTD., Dorman Products, Inc. and several privately-owned companies primarily importing products from Asia. In the Temperature Control Segment, we compete withwith: ACDelco, MAHLE GmbH, Behr Hella Service GmbH, Denso Corporation, Motorcraft, Sanden International, Inc., Continental AG, Dorman Products, Inc., and several privately-owned companies. In addition, automobile manufacturers supply many of the replacement parts we sell.
Some of our competitors may have larger customer bases and significantly greater financial, technical and marketing resources than we do. These factors may allow our competitors to:
| respond more quickly than we can to new or emerging technologies and changes in customer requirements by devoting greater resources than we can to the development, promotion and sale of automotive aftermarket products and services; |
| engage in more extensive research and development; |
| sell products at a lower price than we do; |
| undertake more extensive marketing campaigns; and |
| make more attractive offers to existing and potential customers and strategic partners. |
We cannot assure you that our competitors will not develop products or services that are equal or superior to our products or that achieve greater market acceptance than our products or that in the future other companies involved in the automotive aftermarket industry will not expand their operations into product lines produced and sold by us. We also cannot assure you that additional entrants will not enter the automotive aftermarket industry or that companies in the aftermarket industry will not consolidate. Any such competitive pressures could cause us to lose market share or could result in significant price decreases and could have a material adverse effect upon our business, financial condition and results of operations.
There is substantial price competition in our industry, and our success and profitability will depend on our ability to maintain a competitive cost and price structure.
There is substantial price competition in our industry, and our success and profitability will depend on our ability to maintain a competitive cost and price structure. This is the result of a number of industry trends, including the impact of offshore suppliers in the marketplace (particularly in China) which suppliers do not have the same infrastructure costs as we do, the consolidated purchasing power of large customers, and actions taken by some of our competitors in an effort to ‘‘win over’’ new business. We have in the past reduced prices to remain competitive and may have to do so again in the future. Price reductions have impacted our sales and profit margins and are expected to do so in the future. Our future profitability will depend in part upon our ability to respond to changes in product and distribution channel mix, to continue to improve our manufacturing efficiencies, to generate cost reductions, including reductions in the cost of components purchased from outside suppliers, and to maintain a cost structure that will enable us to offer competitive prices. Our inability to maintain a competitive cost structure could have a material adverse effect on our business, financial condition and results of operations.
Our business is seasonal and is subject to substantial quarterly fluctuations, which impact our quarterly performance and working capital requirements.
Historically, our operating results have fluctuated by quarter, with the greatest sales occurring in the second and third quarters of the year and with revenues generally being recognized at the time of shipment. It is in these quarters that demand for our products is typically the highest, specifically in the Temperature Control Segment of our business. In addition to this seasonality, the demand for our Temperature Control products during the second and third quarters of the year may vary significantly with the summer weather and customer inventories. For example, a coolwarm summer, as we experienced in 2018, may increase the demand for our temperature control products, while a mild summer, as we experienced in 2017, may lessen the demand for our Temperature Control products, while a warm summer, as we experienced in 2016, may increase such demand. As a result of this seasonality and variability in demand of our Temperature Control products, our working capital requirements peak near the end of the second quarter, as the inventory build-up of air conditioning products is converted to sales and payments on the receivables associated with such sales have yet to be received. During this period, our working capital requirements are typically funded by borrowing from our revolving credit facility.
We may incur material losses and significant costs as a result of warranty-related returns by our customers in excess of anticipated amounts.
Our products are required to meet rigorous standards imposed by our customers and our industry. Many of our products carry a warranty ranging from a 90-day limited warranty to a lifetime limited warranty, which generally covers defects in materials or workmanship, failure to meet industry published specifications and/or the result of installation error. In the event that there are material deficiencies or defects in the design and manufacture of our products and/or installation error, the affected products may be subject to warranty returns and/or product recalls. Although we maintain a comprehensive quality control program, we cannot give any assurance that our products will not suffer from defects or other deficiencies or that we will not experience material warranty returns or product recalls in the future.
We accrue for warranty returns as a percentage of sales, after giving consideration to recent historical returns. While we believe that we make reasonable estimates for warranty returns in accordance with our revenue recognition policies, actual returns may differ from our estimates. We have in the past incurred, and may in the future incur, material losses and significant costs as a result of our customers returning products to us for warranty-related issues in excess of anticipated amounts. Deficiencies or defects in our products in the future may result in warranty returns and product recalls in excess of anticipated amounts and may have a material adverse effect on our business, financial condition and results of operations.
Our profitability may be materially adversely affected as a result of overstock inventory-related returns by our customers in excess of anticipated amounts.
We permit overstock returns of inventory that may be either new or non-defective or non-obsolete but that we believe we can re-sell. Customers are generally limited to returning overstocked inventory according to a specified percentage of their annual purchases from us. In addition, a customer’s annual allowance cannot be carried forward to the upcoming year.
We accrue for overstock returns as a percentage of sales, after giving consideration to recent historical returns. While we believe that we make reasonable estimates for overstock returns in accordance with our revenue recognition policies, actual returns may differ from our estimates. To the extent that overstocked returns are materially in excess of our projections, our business, financial condition and results of operations may be materially adversely affected.
We may be materially adversely affected by asbestos claims arising from products sold by our former brake business, as well as by other product liability claims.
In 1986, we acquired a brake business, which we subsequently sold in March 1998. When we originally acquired this brake business, we assumed future liabilities relating to any alleged exposure to asbestos-containing products manufactured by the seller of the acquired brake business. In accordance with the related purchase agreement, we agreed to assume the liabilities for all new claims filed after September 2001. Our ultimate exposure will depend upon the number of claims filed against us on or after September 2001, and the amounts paid for indemnitysettlements, awards of asbestos-related damages, and defense of such claims. We do not have insurance coverage for the indemnity and defense costs associated with the claims we face.
In accordance with experienceour policy to perform an annual actuarial evaluation in assessing asbestos-related liabilities conducted athe third quarter of each year, and whenever events or changes in circumstances indicate that additional provisions may be necessary, an actuarial study to estimate our potential claim liabilitywas performed as of August 31, 2017. The updated study has estimated an undiscounted liability for settlement payments, excluding legal costs and any potential recovery from insurance carriers, ranging from $35.2 million to $54 million for the period through 2060. The change from the prior year study was a $4.2 million increase for the low end of the range and a $6.3 million increase for the high end of the range. The increase in the estimated undiscounted liability from the prior year study at both the low end and high end of the range reflects our actual experience over the prior twelve months, our historical data and certain assumptions with respect to events that may occur in the future. Based on the information contained in the actuarial study and all other available information considered by us, we have concluded that no amount within the range of settlement payments was more likely than any other and, therefore, in assessing our asbestos liability we compare the low end of the range to our recorded liability to determine if an adjustment is required.2019. Based upon the results of the August 31, 20172019 actuarial study, in September 2017 we increased our asbestos liability to $35.2$52 million, the low end of the range, and recorded an incremental pre-tax provision of $6$9.7 million in earnings (loss) from discontinued operations in the accompanying statement of operations. The results of the August 31, 2019 study included an estimate of our undiscounted liability for settlement payments and awards of asbestos-related damages, excluding legal costs and any potential recovery from insurance carriers ranging from $52 million to $90.6 million for the period through 2064. Future legal costs, which are expensed as incurred and reported in earnings (loss) from discontinued operations in the accompanying statement of operations, are estimated, according to the updated study, to range from $44.3$50.6 million to $79.6 million for the period through 2060.
Given the uncertainties associated with projecting asbestos-related matters into the future and other factors outside our control, we cannot give any assurance that significant increases in the number of claims filed against us will not occur, that awards of asbestos-related damages or settlement awards will not exceed the amount we have in reserve, or that additional provisions will not be required. Management will continue to monitor the circumstances surrounding these potential liabilities in determining whether additional reserves and provisions may be necessary. We plan on performing a similaran annual actuarial analysis during the third quarter of each year for the foreseeable future.future, and whenever events or changes in circumstances indicate that additional provisions may be necessary.
In addition to asbestos-related claims, our product sales entail the risk of involvement in other product liability actions. We maintain product liability insurance coverage, but we cannot give any assurance that current or future policy limits will be sufficient to cover all possible liabilities. Further, we can give no assurance that adequate product liability insurance will continue to be available to us in the future or that such insurance may be maintained at a reasonable cost to us. In the event of a successful product liability claim against us, a lack or insufficiency of insurance coverage could have a material adverse effect on our business, financial condition and results of operations.
We may not be able to achieve the benefits that we expect from our cost savings initiatives.
We continueexpect to implement a number ofrealize cost savings programsas a result of various recently completed initiatives, including the closing of our Grapevine, Texas facility,facility; the closing of our recently acquired wire set assembly operation in Nogales, Mexico,Mexico; the closing of our Orlando, Florida facilityfacility; and the moving some USof production to other facilities, both domesticallyour domestic and to ourinternational facilities in Mexico and Poland. We are also integratingDue to factors outside our control, such as the adoption or modification of domestic and transferring acquired assets and businesses to company facilities. Although we expect to realize cost savings as a result of these initiatives,foreign laws, regulations or policies, we may not be able to achieve the level of benefits that we expect to realize in these initiatives, or we may not be able to realize these benefits within the time frames we currently expect. Our ability to achieve any anticipated cost savings could be affected by a number of factors such as changes in the amount, timing and character of charges related to such initiatives, and failure to complete or a substantial delay in completingthe completion of such initiatives. Failure to achieve the benefits of our cost saving initiatives could have a material adverse effect on us. Our cost savings is also predicated upon maintaining our sales levels.
Severe weather, natural disasters and other disruptions could adversely impact our operations at our manufacturing and distribution facilities.
Severe weather conditions and natural disasters, such as hurricanes, floods and tornados, could damage our properties and effect our operations, particularly our major manufacturing and distribution operations at foreign facilities in Canada, Mexico and Poland, and at our domestic facilities in Florida, Indiana, Kansas, South Carolina, Texas, and Virginia. In addition, our business and operations could be materially adversely affected in the event of other serious disruptions at these facilities due to fire, electrical blackouts, power losses, telecommunications failures, terrorist attack or similar events. Any of these occurrences could impair our ability to adequately manufacture or supply our customers due to all or a significant portion of our equipment or inventory being damaged. We may not be able to effectively shift the manufacture or delivery of products to our customers if one or more of our manufacturing or distribution facilities are significantly disrupted.
Our operations would be materially and adversely affected if we are unable to purchase raw materials, manufactured components or equipment from our suppliers.
Because we purchase various types of raw materials, finished goods, equipment, and component parts from suppliers, we may be materially and adversely affected by the failure of those suppliers to perform as expected. This non-performance may consist of delivery delays or failures caused by production issues or delivery of non-conforming products. The risk of non-performance may also result from the insolvency or bankruptcy of one or more of our suppliers. Our suppliers’ ability to supply products to us is also subject to a number of risks, including the availability and cost of raw materials, the destruction of their facilities, or work stoppages.stoppages, or other limitations on their business operations, which could be caused by any number of factors, such as labor disruptions, financial distress, severe weather conditions and natural disasters, social unrest, economic and political instability, and public health crises, including the occurrence of a contagious disease or illness, such as the novel coronavirus, war, terrorism or other catastrophic events. In addition, our failure to promptly pay, or order sufficient quantities of inventory from our suppliers may increase the cost of products we purchase or may lead to suppliers refusing to sell products to us at all. Our efforts to protect against and to minimize these risks may not always be effective.
Our operations could be adversely affected by interruptions or breaches in the security of our computer and information technology systems.
We rely on information technology systems throughout our organization to conduct day-to-day business operations, including the management of our supply chain and our purchasing, receiving and distribution functions. We also routinely use our information technology systems to send, receive, store, access and use sensitive data relating to our Company and its employees, customers, suppliers, and business partners, including intellectual property, proprietary business information, and other sensitive materials. Our information technology systems have been subject to cyber threats, including attempts to hack into our network and computer viruses. Such hacking attempts and computer viruses have not significantly impacted or interrupted our business operations. While we implement security measures designed to prevent and mitigate the risk of cyber attacks, our information technology systems, and those functions that we may outsource,the systems of our customers, suppliers and business partners, may continue to be vulnerable to computer viruses, attacks by hackers, or unauthorized access caused by employee error or malfeasance. The exploitation of any such vulnerability in our information technology systems, or those functions that we may outsource, could unexpectedly compromise our information security, or the information security of our customers, suppliers and other business partners. Furthermore, because the techniques used to carry out cyber attacks change frequently and in many instances are not recognized until after they are used against a target, we may be unable to anticipate these changes or implement adequate preventative measures. If our information technology systems, or the systems of our customers, suppliers or business partners, are subject to cyber attacks, such as those involving significant or extensive system interruptions, sabotage, computer viruses or unauthorized access, we could experience disruptions to our business operations and incur substantial remediation costs, which could have a material adverse effect on our business, financial condition or results of operations.
Failure to maintain the value of our brands could have an adverse effect on our reputation, cause us to incur significant costs and negatively impact our business.
Our brands are an important component of our value proposition, and serve to distinguish our premium engine management and temperature control products from those of our competitors. We believe that our success depends, in part, on maintaining and enhancing the value of our brands and executing our brand strategies, which are designed to drive end-user demand for our products and make us a valued business partner to our customers through the support of their marketing initiatives. A decline in the reputation of our brands as a result of events, such as deficiencies or defects in the design or manufacture of our products, or from legal proceedings, product recalls or warranty claims resulting from such deficiencies or defects, may harm our reputation as a manufacturer and distributor of premium automotive parts, reduce demand for our products and adversely affect our business.
Risks Related to Liquidity
We are exposed to risks related to our receivables factoringsupply chain financing arrangements.
We have entered into factoringare party to several supply chain financing arrangements, with financial institutions toin which we may sell certain of our customers’ trade accounts receivable without recourse. If we do not enter intorecourse to such customers’ financial institutions. To the extent that these factoring arrangements are terminated, our financial condition, results of operations, and cash flows and liquidity could be materially and adversely affected by extended payment terms, delays or failures in collecting trade accounts receivables. In addition, if any of the financial institutions with which we have factoring arrangements experience financial difficulties or otherwise terminate our factoring arrangements, we may experience material and adverse economic losses due to the loss of such factoring arrangements and the impact of such loss on our liquidity, which could have a material and adverse effect upon our financial condition, results of operations and cash flows. The utility of our factoringthe supply chain financing arrangements also depends upon the LIBOR rate, as it is a component of the discount rate applicable to each arrangement. If the LIBOR rate increases such that the cost of factoring becomes more than the cost of servicing our receivables with existing debt,significantly, we may be negatively impacted as we may not be able to relypass these added costs on such factoring arrangements,to our customers, which could have a material and adverse effect upon our financial condition, results of operations and cash flows.
Increasing our indebtedness could negatively affect our financial health.
We have an existing revolving bank credit facility of $250 million with JPMorgan Chase Bank, N.A., as agent, and a syndicate of lenders, which we refer to throughout this Report as our revolving credit facility. As of December 31, 2017,2019, our total outstanding indebtedness was $61.8$57 million, of which amount $57$52.5 million of outstanding indebtedness and approximately $142.9$194.3 million of availability was attributable to this revolving credit facility. Any significant increase in our indebtedness could increase our vulnerability to general adverse economic and industry conditions and limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate.
In addition, we have granted the lenders under our revolving credit facility a first priority security interest in substantially all of our currently ownedassets, including accounts receivable, inventory and future acquired personal propertycertain fixed assets, and other assets.those of certain of our subsidiaries. We have also pledged shares of stock in our subsidiaries to those lenders. If we default on any of our indebtedness, or if we are unable to obtain necessary liquidity, our business could be adversely affected.
We may not be able to generate the significant amount of cash needed to service our indebtedness and fund our future operations.
Our ability either to make payments on or to refinance our indebtedness, or to fund planned capital expenditures and research and development efforts, will depend on our ability to generate cash in the future. Our ability to generate cash is in part subject to:
| general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control; |
| the ability of our customers to pay timely the amounts we have billed; and |
| our ability to |
The occurrence of any of the foregoing factors could result in reduced cash flow, which could have a material adverse effect on us.
Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under our revolving credit facility will be adequate to meet our future liquidity needs for at least the next twelve months. Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity or capital requirements. If we are unable to service our indebtedness, we will be forced to adopt an alternative strategy that may include actions such as:
| deferring, reducing or eliminating future cash dividends; |
| reducing or delaying capital expenditures or restructuring activities; |
| reducing or delaying research and development efforts; |
| selling assets; |
| deferring or refraining from pursuing certain strategic initiatives and acquisitions; |
| refinancing our indebtedness; and |
| seeking additional funding. |
We cannot assure you that, if material adverse developments in our business, liquidity or capital requirements should occur, our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our revolving credit facility in amounts sufficient to enable us to pay the principal and interest on our indebtedness, or to fund our other liquidity needs. In addition, if we default on any of our indebtedness, or breach any financial covenant in our revolving credit facility, our business could be adversely affected.
The proposed phase-out of the London Interbank Offered Rate (LIBOR) could materially impact our borrowing costs under our secured revolving credit facility or the utility of our supply chain financing arrangements.
Our secured revolving credit facility and certain of our supply chain financing arrangements utilize LIBOR for the purpose of determining the interest rate on certain borrowings or the discount rate on the sale of trade accounts receivable, respectively. In July 2017, the U.K. Financial Conduct Authority, which regulates LIBOR, announced that, after the end of 2021, it would no longer compel contributing banks to make rate submissions for the purposes of setting LIBOR. As a result, it is possible that commencing in 2022, LIBOR may cease to be available or may cease to be deemed an appropriate reference rate, and we may need to amend our credit agreement and supply chain financing arrangements to utilize an alternative reference rate based on the then prevailing market convention at the time. Although we do not believe that the proposed phase-out of LIBOR will materially impact our business, financial condition or results of operations, we can provide no assurances that any such alternative reference rate will be similar to LIBOR, or produce the same value or economic equivalence of LIBOR, or have the same volume or liquidity as LIBOR prior to its discontinuance.
Risks Related to External Factors
We conduct our manufacturing and distribution operations on a worldwide basis and are subject to risks associated with doing business outside the United States.
We have manufacturing and distribution facilities in many countries, including Canada, Poland, Mexico and China, and increasing our manufacturing footprint in low cost regions is an important element of our strategy. There are a number of risks associated with doing business internationally, including: (a) exposure to local economic and political conditions; (b) social unrest such as risks of terrorism or other hostilities; (c) currency exchange rate fluctuations and currency controls; (d) the effect of potential changes in U.S. trade policy;policy and international trade agreements; and (e) the potential for shortages of trained labor.
In particular, there has been social unrest in Hong Kong and Mexico and any increased violence in or around our manufacturing facilities in Mexicosuch countries could impactbe disruptive to our business by disrupting our supply chain, the delivery of products to customers, and the reluctance of our customers to visit our Mexican facilities. In addition, the increased violence inoperations at such facilities, or around our manufacturing facilities in Mexico could present several risks to our employees who may be directly affected by the violence and may result in a decision by them to relocate from the area, or make it difficult for us to recruit or retain talented employees at our Mexicansuch facilities.
Furthermore, changes in U.S. trade policy, particularly as it relates to MexicoChina, have resulted in the assessment of increased tariffs on goods that we import into the United States, and China,have caused uncertainty about the future of free trade generally. We benefit from free trade agreements, such as the North American Free Trade Agreement (NAFTA) and its successor agreement, the U.S.-Mexico-Canada Agreement (USMCA). The repeal or modification of NAFTA or the USMCA or further increases to tariffs on goods imported into the United States could impose increased taxes on us or could impact the classificationincrease our costs to source materials, component parts and treatment of our products for the purpose of assessing duties.finished goods from other countries. The likelihood of such occurrences and their potential effect on us is unpredictable and may vary from country to country. Any such occurrences could be harmful to our business and our financial results.
We may incur liabilities under government regulations and environmental laws, which may have a material adverse effect on our business, financial condition and results of operations.
Domestic and foreign political developments and government regulations and policies directly affect automotive consumer products in the United States and abroad. Regulations and policies relating to over-the-highway vehicles include standards established by the United States Department of Transportation for motor vehicle safety and emissions. The modification of existing laws, regulations or policies, or the adoption of new laws, regulations or policies could have a material adverse effect on our business, financial condition and results of operations.
Our operations and properties are subject to a wide variety of increasingly complex and stringent federal, state, local and international laws and regulations, including those governing the use, storage, handling, generation, treatment, emission, release, discharge and disposal of materials, substances and wastes, the remediation of contaminated soil and groundwater and the health and safety of employees. Such environmental laws, including but not limited to those under the Comprehensive Environmental Response Compensation & Liability Act, may impose joint and several liability and may apply to conditions at properties presently or formerly owned or operated by an entity or its predecessors, as well as to conditions at properties at which wastes or other contamination attributable to an entity or its predecessors have been sent or otherwise come to be located.
The nature of our operations exposes us to the risk of claims with respect to such matters, and we can give no assurance that violations of such laws have not occurred or will not occur or that material costs or liabilities will not be incurred in connection with such claims. We are currently monitoring our environmental remediation efforts at one of our facilities and our reserve balance related to the environmental clean-up at this facility is $0.6$1.7 million at December 31, 2017.2019. The environmental testing and any remediation costs at such facility may be covered by several insurance policies, although we can give no assurance that our insurance will cover any environmental remediation claims. We also maintain insurance to cover our existing U.S. and Canadian facilities. We can give no assurance that the future cost of compliance with existing environmental laws and the liability for known environmental claims pursuant to such environmental laws will not give rise to additional significant expenditures or liabilities that would be material to us. In addition, future events, such as new information, changes in existing environmental laws or their interpretation, and more vigorous enforcement policies of federal, state or local regulatory agencies, may have a material adverse effect on our business, financial condition and results of operations.
Our future performance may be materially adversely affected by changes in technologies and improvements in the quality of new vehicle parts.
Changes in automotive technologies, such as vehicles powered by fuel cells or electricity, could negatively affect sales to our aftermarket customers. These factors could result in less demand for our products thereby causing a decline in our results of operations or deterioration in our business and financial condition and may have a material adverse effect on our long-term performance.
In addition, the size of the automobile replacement parts market depends, in part, upon the growth in number of vehicles on the road, increase in average vehicle age, change in total miles driven per year, new or modified environmental and vehicle safety regulations, including fuel-efficiency and emissions reduction standards, increase in pricing of new cars and new car quality and related warranties. The automobile replacement parts market has been negatively impacted by the fact that the quality of more recent automotive vehicles and their component parts (and related warranties) has improved, thereby lengthening the repair cycle. Generally, if parts last longer, there will be less demand for our products and the average useful life of automobile parts has been steadily increasing in recent years due to innovations in products and technology. In addition, the introduction by original equipment manufacturers of increased warranty and maintenance initiatives has the potential to decrease the demand for our products. When proper maintenance and repair procedures are followed, newer ACair conditioning (A/C) systems in particular are less prone to leak resulting in fewer ACA/C system repairs. These factors could have a material adverse effect on our business, financial condition and results of operations.
None.
We maintain our executive offices in Long Island City, New York. The table below describes our principal facilities as of December 31, 2017.2019.
| Location | State or Country | Principal Business Activity | Approx. Square Feet | Owned or Expiration Date of Lease | ||||
| Engine Management | ||||||||
| Ft. Lauderdale | FL | Distribution | 23,300 | Owned | ||||
| Ft. Lauderdale | FL | Distribution | 30,000 | Owned | ||||
| Mishawaka | IN | Manufacturing | 153,100 | Owned | ||||
| Edwardsville | KS | Distribution | 363,500 | Owned | ||||
| Independence | KS | Manufacturing | 337,400 | Owned | ||||
| Long Island City | NY | Administration | 75,800 | 2023 | ||||
| Greenville | SC | Manufacturing | 184,500 | Owned | ||||
| Disputanta | VA | Distribution | 411,000 | Owned | ||||
| Reynosa | Mexico | Manufacturing | 175,000 | 2025 | ||||
| Reynosa | Mexico | Manufacturing | 153,000 | 2023 | ||||
| Bialystok | Poland | Manufacturing | 108,300 | 2022 | ||||
| Temperature Control | ||||||||
| Lewisville | TX | Administration and Distribution | 415,000 | 2024 | ||||
| St. Thomas | Canada | Manufacturing | 40,000 | Owned | ||||
| Reynosa | Mexico | Manufacturing | 82,000 | 2024 | ||||
| Reynosa | Mexico | Manufacturing | 118,000 | 2021 | ||||
| Other | ||||||||
| Mississauga | Canada | Administration and Distribution | 82,400 | 2023 | ||||
| Irving | TX | Training Center | 13,400 | 2021 |
| Location | State or Country | Principal Business Activity | Approx. Square Feet | Owned or Expiration Date of Lease | ||||
| Engine Management | ||||||||
| Orlando | FL | Manufacturing | 50,600 | 2019 | ||||
| Ft. Lauderdale | FL | Distribution | 23,300 | Owned | ||||
| Ft. Lauderdale | FL | Distribution | 30,000 | Owned | ||||
| Mishawaka | IN | Manufacturing | 153,100 | Owned | ||||
| Edwardsville | KS | Distribution | 363,500 | Owned | ||||
| Independence | KS | Manufacturing | 337,400 | Owned | ||||
| Long Island City | NY | Administration | 75,800 | 2023 | ||||
| Greenville | SC | Manufacturing | 184,500 | Owned | ||||
| Disputanta | VA | Distribution | 411,000 | Owned | ||||
| Nogales | Mexico | Manufacturing | 67,200 | 2019 | ||||
| Reynosa | Mexico | Manufacturing | 175,000 | 2024 | ||||
| Reynosa | Mexico | Manufacturing | 153,000 | 2018 | ||||
| Bialystok | Poland | Manufacturing | 108,400 | 2022 | ||||
| Temperature Control | ||||||||
| Lewisville | TX | Administration and Distribution | 415,000 | 2024 | ||||
| Grapevine (a) | TX | Manufacturing | 180,000 | Owned | ||||
| St. Thomas | Canada | Manufacturing | 40,000 | Owned | ||||
| Reynosa | Mexico | Manufacturing | 82,000 | 2019 | ||||
| Reynosa | Mexico | Manufacturing | 118,000 | 2021 | ||||
| Other | ||||||||
| Mississauga | Canada | Administration and Distribution | 128,400 | 2023 | ||||
| Irving | TX | Training Center | 13,400 | 2021 | ||||
The information required by this Item is incorporated herein by reference to the information set forth in Item 8, “Financial Statements and Supplementary Data” of this Report under the captions “Asbestos” and “Other Litigation” appearing in Note 19,22, “Commitments and Contingencies” of the notesNotes to our consolidated financial statements.Consolidated Financial Statements.
Not applicable.
PART II
Our common stock trades publicly on the New York Stock Exchange (“NYSE”) under the trading symbol “SMP.” The following table shows the high and low sales prices per share of our common stock as reported by the NYSE and the dividends declared per share for the periods indicated:
| High | Low | Dividend | ||||||||||
| Fiscal Year ended December 31, 2017: | ||||||||||||
| First Quarter | $ | 54.36 | $ | 46.23 | $ | 0.19 | ||||||
| Second Quarter | 53.82 | 46.93 | 0.19 | |||||||||
| Third Quarter | 54.73 | 43.29 | 0.19 | |||||||||
| Fourth Quarter | 49.66 | 40.56 | 0.19 | |||||||||
| Fiscal Year ended December 31, 2016: | ||||||||||||
| First Quarter | $ | 38.30 | $ | 26.69 | $ | 0.17 | ||||||
| Second Quarter | 39.79 | 32.66 | 0.17 | |||||||||
| Third Quarter | 48.00 | 39.15 | 0.17 | |||||||||
| Fourth Quarter | 55.37 | 45.84 | 0.17 | |||||||||
Dividends are declared and paid on the common stock at the discretion of our Board of Directors (the “Board”) and depend on our profitability, financial condition, capital needs, future prospects, and other factors deemed relevant by our Board. Our current practice is to pay dividends on a quarterly basis. In February 2018, our Board voted to increase our quarterly dividend from $0.19 per share in 2017 to $0.21 per share in 2018. Our revolving credit facility permits dividends and distributions by us provided specific conditions are met. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” for a further discussion ofFor information related to our revolving credit facility.facility, see Note 12, “Credit Facilities and Long-Term Debt,” of the Notes to Consolidated Financial Statements in Item 8 of this Report.
There have been no unregistered offerings of our common stock during the fourth quarter of 2017.2019.
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Plans or Programs (2) | ||||||||||||
| October 1-31, 2017 | — | $ | — | — | $ | 10,000,045 | ||||||||||
| November 1-30, 2017 | 19,300 | 43.87 | 19,300 | 9,153,395 | ||||||||||||
| December 1-31, 2017 | 88,519 | 44.42 | 88,519 | 5,221,477 | ||||||||||||
| Total | 107,819 | $ | 44.32 | 107,819 | $ | 5,221,477 | ||||||||||
Stock Performance Graph
The following graph compares the five year cumulative total return on the Company’s Common Stock to the total returns on the Standard & Poor’s 500 Stock Index and the S&P 1500 Auto Parts & Equipment Index, which is a combination of automotive parts and equipment companies within the S&P 400, the S&P 500 and the S&P 600. The graph shows the change in value of a $100 investment in the Company’s Common Stock and each of the above indices on December 31, 20122014 and the reinvestment of all dividends. The comparisons in this table are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of possible future performance of the Company’s Common Stock or the referenced indices.
| SMP | S&P 500 | S&P 1500 Auto Parts & Equipment Index | |||
| 2014 | 100 | 100 | 100 | ||
| 2015 | 101 | 101 | 93 | ||
| 2016 | 144 | 114 | 99 | ||
| 2017 | 124 | 138 | 130 | ||
| 2018 | 136 | 132 | 89 | ||
| 2019 | 152 | 174 | 119 |
| SMP | S&P 500 | S&P 1500 Auto Parts & Equipment Index | ||||||||||
| 2012 | 100 | 100 | 100 | |||||||||
| 2013 | 168 | 132 | 165 | |||||||||
| 2014 | 176 | 151 | 171 | |||||||||
| 2015 | 179 | 153 | 160 | |||||||||
| 2016 | 255 | 171 | 168 | |||||||||
| 2017 | 218 | 208 | 222 | |||||||||
* Source: S&P Capital IQ
The following table sets forth selected consolidated financial data for the five years ended December 31, 2017.2019. This selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the notes thereto included elsewhere in this Form 10-K. Certain prior period amounts have been reclassified to conform to the 20172019 presentation.
Year Ended December 31, | ||||||||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||
| Statement of Operations Data: | ||||||||||||||||||||
| Net sales | $ | 1,137,913 | $ | 1,092,051 | $ | 1,116,143 | $ | 1,058,482 | $ | 971,975 | ||||||||||
| Gross profit | 331,800 | 312,787 | 326,656 | 322,487 | 280,988 | |||||||||||||||
| Operating income (1) | 94,495 | 81,268 | 97,521 | 98,789 | 79,764 | |||||||||||||||
| Earnings from continuing operations (2) | 69,051 | 56,854 | 43,630 | 62,412 | 48,120 | |||||||||||||||
| Loss from discontinued operations, net of income tax benefit (3) | (11,134 | ) | (13,851 | ) | (5,654 | ) | (1,982 | ) | (2,102 | ) | ||||||||||
| Net earnings (2) (3) | 57,917 | 43,003 | 37,976 | 60,430 | 46,018 | |||||||||||||||
| Per Share Data: | ||||||||||||||||||||
| Earnings from continuing operations (2): | ||||||||||||||||||||
| Basic | $ | 3.09 | $ | 2.53 | $ | 1.92 | $ | 2.75 | $ | 2.11 | ||||||||||
| Diluted | 3.03 | 2.48 | 1.88 | 2.70 | 2.08 | |||||||||||||||
| Earnings per common share (2) (3): | ||||||||||||||||||||
| Basic | 2.59 | 1.91 | 1.67 | 2.66 | 2.02 | |||||||||||||||
| Diluted | 2.54 | 1.88 | 1.64 | 2.62 | 1.99 | |||||||||||||||
| Cash dividends per common share | 0.92 | 0.84 | 0.76 | 0.68 | 0.60 | |||||||||||||||
| Other Data: | ||||||||||||||||||||
| Depreciation and amortization | $ | 25,809 | $ | 24,104 | $ | 23,916 | $ | 20,457 | $ | 17,637 | ||||||||||
| Capital expenditures | 16,185 | 20,141 | 24,442 | 20,921 | 18,047 | |||||||||||||||
| Dividends | 20,593 | 18,854 | 17,287 | 15,447 | 13,697 | |||||||||||||||
| Cash Flows Provided By (Used In): | ||||||||||||||||||||
| Operating activities | $ | 76,928 | $ | 70,258 | $ | 64,617 | $ | 97,805 | $ | 65,171 | ||||||||||
| Investing activities | (54,812 | ) | (29,886 | ) | (31,228 | ) | (88,018 | ) | (18,011 | ) | ||||||||||
| Financing activities | (23,378 | ) | (46,121 | ) | (35,944 | ) | (7,756 | ) | (41,155 | ) | ||||||||||
| Balance Sheet Data (at period end): | ||||||||||||||||||||
| Cash and cash equivalents | $ | 10,372 | $ | 11,138 | $ | 17,323 | $ | 19,796 | $ | 18,800 | ||||||||||
| Working capital | 239,969 | 233,638 | 210,194 | 190,380 | 195,198 | |||||||||||||||
| Total assets (4) | 912,730 | 843,132 | 787,567 | 768,697 | 681,064 | |||||||||||||||
| Total debt | 57,045 | 49,219 | 61,778 | 54,975 | 47,505 | |||||||||||||||
| Long-term debt (excluding current portion) | 129 | 153 | 79 | 120 | 62 | |||||||||||||||
| Stockholders’ equity | 504,228 | 467,201 | 453,654 | 441,028 | 391,979 | |||||||||||||||
Year Ended December 31, | ||||||||||||||||||||
| 2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||
| Statement of Operations Data: | ||||||||||||||||||||
| Net sales | $ | 1,116,143 | $ | 1,058,482 | $ | 971,975 | $ | 980,392 | $ | 983,704 | ||||||||||
| Gross profit | 326,656 | 322,487 | 280,988 | 289,630 | 290,454 | |||||||||||||||
| Litigation charge (1) | — | — | — | 10,650 | — | |||||||||||||||
| Operating income | 98,174 | 98,067 | 75,860 | 85,338 | 86,863 | |||||||||||||||
| Earnings from continuing operations (2) | 43,630 | 62,412 | 48,120 | 52,899 | 53,043 | |||||||||||||||
| Loss from discontinued operations, net of tax | (5,654 | ) | (1,982 | ) | (2,102 | ) | (9,870 | ) | (1,593 | ) | ||||||||||
| Net earnings (3) | 37,976 | 60,430 | 46,018 | 43,029 | 51,450 | |||||||||||||||
| Per Share Data: | ||||||||||||||||||||
| Earnings from continuing operations (2): | ||||||||||||||||||||
| Basic | $ | 1.92 | $ | 2.75 | $ | 2.11 | $ | 2.31 | $ | 2.31 | ||||||||||
| Diluted | 1.88 | 2.70 | 2.08 | 2.28 | 2.28 | |||||||||||||||
| Earnings per common share (2) (3): | ||||||||||||||||||||
| Basic | 1.67 | 2.66 | 2.02 | 1.88 | 2.24 | |||||||||||||||
| Diluted | 1.64 | 2.62 | 1.99 | 1.85 | 2.21 | |||||||||||||||
| Cash dividends per common share | 0.76 | 0.68 | 0.60 | 0.52 | 0.44 | |||||||||||||||
| Other Data: | ||||||||||||||||||||
| Depreciation and amortization | $ | 23,916 | $ | 20,457 | $ | 17,637 | $ | 17,295 | $ | 17,595 | ||||||||||
| Capital expenditures | 24,442 | 20,921 | 18,047 | 13,904 | 11,410 | |||||||||||||||
| Dividends | 17,287 | 15,447 | 13,697 | 11,905 | 10,107 | |||||||||||||||
| Cash Flows Provided By (Used In): | ||||||||||||||||||||
| Operating activities | $ | 64,617 | $ | 97,805 | $ | 65,171 | $ | 46,987 | $ | 57,616 | ||||||||||
| Investing activities | (31,228 | ) | (88,018 | ) | (18,011 | ) | (51,200 | ) | (24,762 | ) | ||||||||||
| Financing activities | (35,944 | ) | (7,756 | ) | (41,155 | ) | 15,316 | (39,295 | ) | |||||||||||
| Balance Sheet Data (at period end): | ||||||||||||||||||||
| Cash and cash equivalents | $ | 17,323 | $ | 19,796 | $ | 18,800 | $ | 13,728 | $ | 5,559 | ||||||||||
| Working capital | 210,194 | 190,380 | 195,198 | 178,670 | 190,128 | |||||||||||||||
| Total assets | 787,567 | 768,697 | 681,064 | 673,551 | 615,523 | |||||||||||||||
| Total debt | 61,778 | 54,975 | 47,505 | 56,816 | 21,481 | |||||||||||||||
| Long‑term debt (excluding current portion) | 79 | 120 | 62 | 83 | 16 | |||||||||||||||
| Stockholders’ equity | 453,654 | 441,028 | 391,979 | 374,153 | 349,432 | |||||||||||||||
Notes to Selected Financial Data
| (1) | On January 1, 2018, we |
| (2) | During 2017, we recorded an increase of $17.5 million to the provision for income taxes resulting from the remeasurement of our deferred tax assets, and the tax on deemed repatriated earnings of our foreign subsidiaries as a result of the enactment of the Tax Cuts and Jobs Act. |
| (3) | We recorded an after tax charge of $11.1 million, $13.9 million, $5.7 million, $2 million, |
| (4) | As of January 1, 2019 we adopted ASU 2016-02, Leases, which resulted in the recording of operating lease right-of-use assets and operating lease liabilities on our consolidated balance sheet. For information related to our adoption of ASU 2016-02, see Note 1 “Summary of Significant Accounting Policies” and Note 2 “Leases” of the notes to our consolidated financial statements. |
The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto. This discussion summarizes the significant factors affecting our results of operations and the financial condition of our business during each of the fiscal years in the three-year period ended December 31, 2017.2019.
Overview
We are a leading independent manufacturer and distributor of premium replacement parts for the engine management and temperature control systems of motor vehicles in the automotive aftermarket industry with a complementary focus on the heavy duty, industrial equipment and the original equipment market. markets.
We are organized into two major operating segments, each of whichsegments. Each segment focuses on specific linesproviding our customers with full-line coverage of replacement parts. Our Engine Management Segment manufacturesits products, and remanufactures ignitiona full suite of complimentary services that are tailored to our customers’ business needs and emission parts, ignition wires, battery cables, fuel system parts and sensorsdriving end-user demand for vehicle systems. Our Temperature Control Segment manufactures and remanufactures air conditioning compressors, air conditioning and heating parts, engine cooling system parts, power window accessories, and windshield washer system parts.
our products. We sell our products primarily to large retail chains,automotive aftermarket retailers, program distribution groups, warehouse distributors, original equipment manufacturers and original equipment service part operations in the United States, Canada, Europe, Asia, Mexico and other Latin America, and Europe. American countries.
Our customers consist of many of the leading auto parts retail chains, such as NAPA Auto Parts (National Automotive Parts Association, Inc.), Advance Auto Parts, Inc./CARQUEST Auto Parts, AutoZone, Inc., O’Reilly Automotive, Inc., Canadian Tire Corporation Limited and The Pep Boys Manny, Moe & Jack, as well as national program distribution groups, such as Auto Value and All Pro/Bumper to Bumper (Aftermarket Auto Parts Alliance, Inc.), Automotive Distribution Network LLC, The National Pronto Association (“Pronto”), Federated Auto Parts Distributors, Inc. (“Federated”), Pronto and Federated’s affiliate, the Automotive Parts Services Group or The Group, Auto Plus and specialty market distributors. We distribute parts under our own brand names, such as Standard®, Blue Streak®, BWD®, Select®, Intermotor®, GP Sorensen®, TechSmart®, Tech Expert®, OEM®, LockSmart®, Four Seasons®, EVERCO®, ACi® and Hayden® and through co-labels and private labels, such as CARQUEST®, Duralast®, Duralast Gold®, Import Direct®, Master Pro®, Omni-Spark®, Ultima Select®, Murray®, NAPA®, NAPA® Echlin®, NAPA Proformer™ Mileage Plus®, NAPA Temp Products™, NAPA® Belden®, Cold Power®, DriveworksTM and ToughOneTM.
Business Strategy
Our goalmission is to grow revenues and earnings and deliver returns in excess of our cost of capital by beingbe the best-in-class,best full-line, full-service supplier of premium products to the engine management and temperature control markets. products.
The key elements of our strategy are as follows:
Maintain Our Strong Competitive Position in |
To maintain our strong competitive position, in our markets, we remain committed to the following:
| providing our customers with full-line coverage of high quality engine management and temperature control products, supported by the highest level of value-added services; |
| continuing to maximize our production, supply chain and distribution efficiencies; |
| continuing to improve our cost position through increased global sourcing, increased manufacturing at our low-cost plants, and strategic transactions with manufacturers in low-cost regions; and |
| focusing on our engineering development efforts including a focus on bringing more product manufacturing |
Provide Superior Value-Added Services and Product Availability |
Expand Our Product |
Broaden Our Customer |
Improve Operating Efficiency and Cost |
We intend to continue to improve our operating efficiency and cost position by:
| increasing |
| focusing on integrated supply chain management, customer collaboration and vendor managed inventory initiatives; |
| evaluating additional opportunities to relocate manufacturing to our low-cost plants; |
| maintaining and improving our cost effectiveness and competitive responsiveness to better serve our customer base, including sourcing certain materials and products from low cost regions such as those in Asia without compromising product quality; |
| enhancing |
| focusing on |
Cash |
The Automotive Aftermarket
The automotive aftermarket industry is comprised of a large number of diverse manufacturers varying in product specialization and size. In addition to manufacturing, aftermarket companies must allocate resources towards an efficient distribution process and product engineering in order to maintain the flexibility and responsiveness on which their customers depend. Aftermarket manufacturers must be efficient producers of small lot sizes, and do not have to provide systems engineering support. Aftermarket manufacturers also must distribute, with rapid turnaround times, products for a full range ofnearly all domestic and import vehicles on the road. The primary customers of the automotive aftermarket manufacturers are large retail chains, national and regional warehouse distributors, automotive repair chains and the dealer service networks of original equipment manufacturers (“OEMs”).road today.
The automotive aftermarket industryreplacement parts business differs substantially from the OEM supplyparts business. Unlike the OEM supplyparts business that primarily follows trends in new car production, the automotive aftermarket industry’s performancereplacement parts business primarily tends to follow different trends, such as:
| ● | the total number of miles driven per |
Seasonality. Historically, our operating results have fluctuated by quarter, with the greatest sales occurring in the second and third quarters of the year and revenues generally being recognized at the time of shipment. It is in these quarters that demand for our products is typically the highest, specifically in the Temperature Control Segment of our business. In addition to this seasonality, the demand for our Temperature Control products during the second and third quarters of the year may vary significantly with the summer weather and customer inventories. For example, a coolwarm summer, as we experienced in 2018, may increase the demand for our temperature control products, while a mild summer, as we experienced in 2017, may lessen the demand for our Temperature Control products, while a warm summer, as we experienced in 2016, may increase such demand. As a result of this seasonality and variability in demand of our Temperature Control products, our working capital requirements typically peak near the end of the second quarter, as the inventory build‑upbuild-up of air conditioning products is converted to sales and payments on the receivables associated with such sales have yet to be received. During this period, our working capital requirements are typically funded by borrowing from our revolving credit facility.
Inventory Management. We face inventory management issues as a result of overstock returns. We also permit our customers to return new, undamaged products to us within customer-specific limits (which are generally limited to a specified percentage of their annual purchases from us) in the event that they have overstocked their inventories. In addition, the seasonality of our Temperature Control Segment requires that we increase our inventory during the winter season in preparation of the summer selling season and customers purchasing such inventory have the right to make returns. We accrue for overstock returns as a percentage of sales after giving consideration to recent returns history.
Discounts, Allowances, and Incentives. We offer a variety of usual customer discounts, allowances and incentives. First, we offer cash discounts for paying invoices in accordance with the specified discount terms of the invoice. Second, we offer pricing discounts based on volume purchased from us and participation in our cost reduction initiatives. These discounts are principally in the form of “off-invoice” discounts and are immediately deducted from sales at the time of sale. For those customers that choose to receive a payment on a quarterly basis instead of “off-invoice,” we accrue for such payments as the related sales are made and reduce sales accordingly. Finally, rebates and discounts are provided to customers as advertising and sales force allowances, and allowances for warranty and overstock returns are also provided. Management analyzes historical returns, current economic trends, and changes in customer demand when evaluating the adequacy of the sales returns and other allowances. Significant management judgments and estimates must be made and used in connection with establishing the sales returns and other allowances in any accounting period. We account for these discounts and allowances as a reduction to revenues, and record them when sales are recorded.
Comparison of Results of Operations For Fiscal Years 20172019 and 20162018
Sales. Consolidated net sales for 20172019 were $1,116.1$1,137.9 million, an increase of $57.6$45.8 million, or 5.4%4.2%, compared to $1,058.5$1,092.1 million in the same period of 2016.2018, with the majority of our net sales to customers located in the United States. Consolidated net sales increased due to the higher results achieved byin our Engine Management Segment and were essentially flat year-over-year in our Temperature Control Segment.
The following table summarizes consolidated net sales by segment and by major product group within each segment for the years ended December 31, 20172019 and 20162018 (in thousands):
| Year Ended December 31, | ||||||||
| 2019 | 2018 | |||||||
| Engine Management: | ||||||||
| Ignition, Emission Control, Fuel & Safety Related System Products | $ | 705,994 | $ | 648,270 | ||||
| Wire and Cable | 143,167 | 155,217 | ||||||
| Total Engine Management | 849,161 | 803,487 | ||||||
| Temperature Control: | ||||||||
| Compressors | 160,485 | 148,416 | ||||||
| Other Climate Control Parts | 117,870 | 130,040 | ||||||
| Total Temperature Control | 278,355 | 278,456 | ||||||
| All Other | 10,397 | 10,108 | ||||||
| Total | $ | 1,137,913 | $ | 1,092,051 | ||||
| Year Ended December 31, | ||||||||
| 2017 | 2016 | |||||||
| Engine Management: | ||||||||
| Ignition, Emission and Fuel System Parts | $ | 657,287 | $ | 616,523 | ||||
| Wire and Cable | 172,126 | 149,016 | ||||||
| Total Engine Management | 829,413 | 765,539 | ||||||
| Temperature Control: | ||||||||
| Compressors | 148,377 | 148,623 | ||||||
| Other Climate Control Parts | 130,750 | 135,117 | ||||||
| Total Temperature Control | 279,127 | 283,740 | ||||||
| All Other | 7,603 | 9,203 | ||||||
| Total | $ | 1,116,143 | $ | 1,058,482 | ||||
Engine Management’s net sales increased $63.9$45.7 million, or 8.3%5.7%, to $829.4$849.2 million for the year ended December 31, 2017.2019. Net sales in the ignition, emissionsemission control, fuel and fuel systems parts product groupsafety related system products for the year ended December 31, 20172019 were $657.3$706 million, an increase of $40.8$57.7 million, or 6.6%8.9%, compared to $616.5$648.3 million in the same period of 2016.2018. Net sales in the wire and cable product group for the year ended December 31, 20172019 were $172.1$143.2 million, an increasea decrease of $23.1$12 million, or 15.5%7.7%, compared to $149$155.2 million in the same period of 2016. In May 2016, we acquired the North American automotive ignition wire business of General Cable Corporation. Incremental net sales from the acquisition of $38.4 million were included2018. Engine Management’s increase in net sales of the wire and cable product group for the year ended December 31, 2017. Excluding2019 compared to the same period in 2018 primarily reflects the impact of incremental sales from our April 2019 acquisition of certain assets and liabilities of the Pollak business of Stoneridge, Inc., as well as pipeline orders from several customers, general price increases, tariff costs passed on to customers, and low single digit organic growth. Engine Management’s year-over-year increase in net sales was offset, in part, by the general decline in our wire and cable business due to its product lifecycle. Incremental sales from our acquisition of the Pollak business of $28.2 million were included in the net sales of the ignition, emission control, fuel and safety related system products market from the date of acquisition through December 31, 2019. Compared to the year ended December 31, 2018, excluding the incremental net sales from the acquisition, net sales in the wireignition, emission control, fuel and cable product group declined $15.3safety related system products market increased $29.5 million, or 10.3%4.6%, and Engine Management net sales increased $25.5$17.5 million, or 3.3%, compared to the year ended December 31, 2016, in line with our expectations of low single digit organic growth.2.2%.
Temperature Control’s net sales decreased $4.6 million, or 1.6%, to $279.1of $278.4 million for the year ended December 31, 2017.2019 were essentially flat when compared to the same period in 2018. Net sales in the compressors product group for the year ended December 31, 20172019 were $148.4$160.5 million, a decreasean increase of $0.2$12.1 million, or 0.2%8.1%, compared to $148.6$148.4 million in the same period of 2016.2018. Net sales in the other climate control parts group for the year ended December 31, 2019 were $117.9 million, a decrease of $12.1 million, or 9.3%, compared to $130 million for the year ended December 31, 2018. Temperature Control’s net sales for the year ending December 31, 2019 when compared to the same period in 2018, reflect the impact of (1) increased year-over-year net sales during the first six months of 2019 due to strong pre-season orders as customers rebuilt their inventory levels after a very strong 2018 selling season; (2) lower year-over-year net sales during the second half of 2019 as customer ordering patterns normalized in 2019 as compared to the same period in 2018, when customer orders strengthened in June and continued throughout the second half of 2018 after a slow start to the 2018 season; and (3) to a lesser extent incremental pricing for tariff costs passed on to customers. In addition, the decline in net sales in the other climate control parts product group for the year ended December 31, 2017 were $130.8 million, a decrease of $4.4 million, or 3.2%, compared to $135.1 million for the year ended December 31, 2016. Temperature Control’s decrease in net sales for the year ended December 31, 2017 of 1.6% reflectsresults from the impact of the introduction of air conditioner repair kits, which are sold as a cool 2017 summer followingcomplete repair kit inclusive of the compressor and other climate control parts. These air conditioner repair kits are classified as sales under the compressor product group, resulting in a very warm 2016, and is slightly better than our customers’shift in reported year-to-date net sales decrease of 4%.from the other climate control parts product group into the compressor product group. Demand for our Temperature Control products may vary significantly with summer weather conditions and customer inventories.inventory levels.
Year Ended December 31, | Engine Management | Temperature Control | Other | Total | ||||||||||||
| 2019 | ||||||||||||||||
| Net sales (a) | $ | 849,161 | $ | 278,355 | $ | 10,397 | $ | 1,137,913 | ||||||||
| Gross margins | 251,560 | 70,064 | 10,176 | 331,800 | ||||||||||||
| Gross margin percentage | 29.6 | % | 25.2 | % | — | % | 29.2 | % | ||||||||
| 2018 | ||||||||||||||||
| Net sales (a) | $ | 803,487 | $ | 278,456 | $ | 10,108 | $ | 1,092,051 | ||||||||
| Gross margins | 229,949 | 70,561 | 12,277 | 312,787 | ||||||||||||
| Gross margin percentage | 28.6 | % | 25.3 | % | — | % | 28.6 | % | ||||||||
Year Ended December 31, | Engine Management | Temperature Control | Other | Total | ||||||||||||
2017 | ||||||||||||||||
| Net sales (a) | $ | 829,413 | $ | 279,127 | $ | 7,603 | $ | 1,116,143 | ||||||||
| Gross margins | 243,791 | 73,254 | 9,611 | 326,656 | ||||||||||||
| Gross margin percentage | 29.4 | % | 26.2 | % | — | % | 29.3 | % | ||||||||
2016 | ||||||||||||||||
| Net sales (a) | $ | 765,539 | $ | 283,740 | $ | 9,203 | $ | 1,058,482 | ||||||||
| Gross margins | 239,710 | 72,547 | 10,230 | 322,487 | ||||||||||||
| Gross margin percentage | 31.3 | % | 25.6 | % | — | % | 30.5 | % | ||||||||
| (a) | Segment net sales include intersegment sales in our Engine Management and Temperature Control segments. |
Compared to 2016,2018, gross margins at Engine Management decreased 1.9increased 1 percentage pointspoint from 31.3%28.6% to 29.4%29.6%, andwhile gross margins at Temperature Control increased 0.6decreased 0.1 percentage pointspoint from 25.6%25.3% to 26.2%25.2%. The gross margin percentage decreaseincrease in Engine Management compared to the prior year reflects inefficiencies and redundantour return to historical productivity in our Reynosa, Mexico wire plant after the lengthy integration of the General Cable wire business, a continued emphasis on cost reductions, as well as certain pricing actions, which more than offset the negative impact of tariff costs incurred during our various planned production moves.passed on to customers without any markup. The gross margin percentage increasedecrease in Temperature Control compared to the prior year resulted primarily from transferring production manufacturingthe negative impact of tariffs passed on to our lower cost Reynosa, Mexico facility.customers without any markup.
Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A expenses&A”) increased to $223.6$234.7 million, or 20%20.6% of consolidated net sales in 2017,2019, as compared to $221.7$231.3 million, or 20.9%21.2% of consolidated net sales in 2016.2018. The $1.9$3.4 million increase in SG&A expenses as compared to 2016 is principally due to2018 reflects the impact of (1) incremental expenses of $4.3 million from our acquisition of certain assets and liabilities of the Pollak business of Stoneridge, Inc., including amortization of intangible assets acquired; and (2) higher selling and marketing expenses, and other general and administrative costs, which were offset by lower distribution expenses primarily at Temperature Control and higherlower costs incurred inrelated to our accounts receivable factoring program, bothsupply chain financing arrangements. Higher than usual distribution expenses at Temperature Control in 2018 were due to a combination of which are associated with increasedsignificant additional labor costs to meet the surge in sales volumes offset, in part, by the benefits fromthird and fourth quarters of 2018, as well as start-up costs related to the installation of a new automation project in our General Cable integration and lower incentive compensation expenses.distribution center. The automation project has yielded significant savings in 2019 compared to 2018.
Restructuring and Integration Expenses. Restructuring and integration expenses were $6.2$2.6 million in 20172019 compared to restructuring and integration expenses of $4$4.5 million in 2016. The2018. Restructuring and integration expenses incurred in 2019 of $2.6 million consisted of $2.2 million year-over-yearof expenses related to relocation of certain inventory, machinery and equipment acquired in our April 2019 acquisition of the Pollak business of Stoneridge, Inc. to our existing facilities and the $0.4 million increase in environmental cleanup costs for the ongoing monitoring and remediation at our Long Island City, New York former manufacturing facility; while restructuring and integration expenses reflectsincurred in 2018 of $4.5 million consisted of $3.2 million of expenses related to the impact of the plant rationalization programPlant Rationalization Program that commenced in February 2016, the Orlando Plant Rationalization Program that commenced in January 2017, and the wire and cable relocation program announced in October 2016, all of which were substantially completed as of December 31, 2018, and the Orlando plant rationalization program that commenced$1.3 million increase in January 2017.environmental cleanup costs for the ongoing monitoring and remediation in connection at our Long Island City, New York former manufacturing facility.
Other Income (Expense), Net. Other expense, net was $5,000 in 2019 compared to other income, net was $1.3of $4.3 million in 2017 compared to $1.2 million in 2016.2018. During 2017 and 2016,the year ended December 31, 2018, we recognized $1a $3.9 million gain on the sale of our property located in Grapevine, Texas, and a $0.2 million deferred gain related to the sale-leaseback of our Long Island City, New York facility. The recognition of the deferred gain related to the sale-leaseback of our Long Island City, New York facility ended in the first quarter of 2018 upon the termination of the initial 10-year lease term for the facility.
Operating Income. Operating income was $98.2$94.5 million in 2017,2019, compared to $98.1$81.3 million in 2016.2018. The year-over-year increase in operating income of $0.1$13.2 million reflectsis the result of the impact of higher consolidated net sales, offset, in part, by lowerhigher gross margins as a percentage of consolidated net sales, and lower restructuring and integration expenses offset, in part, by higher SG&A expenses and higher restructuring and integration expenses.lower other income (expense), net.
Other Non-Operating Income (Expense), Net. Other non-operating income, net was $0.6$2.6 million in 2017,2019, compared to other non-operating income,expense, net of $2.1$0.4 million in 2016.2018. Included in other non-operating income,expense, net in 20172018 is a noncash impairment charge of approximately $1.8$1.7 million related to our minority interest investment in Orange Electronics Co., Ltd. Excluding the year-over-year impact of the noncash impairment charge, the year-over-year increase in other non-operating income (expense), net of $1.3 million resulted primarily from the increase in year-over-year equity income from our joint ventures offset, in part, by the unfavorable impact of changes in foreign currency exchange rates.
Interest Expense. Interest expense was $2.3$5.3 million in 20172019 compared to $1.6$4 million in 2016.2018. The year-over-year increase in interest expense reflects the impact of both higher average outstanding borrowings during 2019 when compared to 2018, and the higher year-over-year average interest rates on our revolving credit facility, andfacility. The higher year-over-year average outstanding borrowings during 2017 when compared to 2016.2019 resulted primarily from the timing of the acquisition of the Pollak business of Stoneridge, Inc.
Income Tax Provision. The income tax provision for 20172019 was $52.8$22.7 million at an effective tax rate of 54.8%24.8%, compared to $36.2$20 million at an effective tax rate of 36.7%26% in 2016. During 2017, we recorded an increase of $17.5 million to the income tax provision resulting from the remeasurement of our net deferred tax assets, and the tax on deemed repatriated earnings of our foreign subsidiaries as a result of the enactment of the Tax Cuts and Jobs Act. Excluding the impact of the Tax Cuts and Jobs Act, the income tax provision for 2017 was $35.3 million at an2018. The lower effective tax rate in 2019 compared to 2018 results primarily from a change in the mix of 36.6%.U.S. and foreign income.
Loss from Discontinued Operations. Loss from discontinued operations, net of income tax, reflects information contained in the most recent actuarial studies performed as of August 31, 20172019, and 2016,as of August 31, 2018 (which was revised to reflect the events occurring through November 30, 2018), other information available and considered by us, and legal expenses and other costs associated with our asbestos-related liability. During 2017the years ended December 31, 2019 and 2016,2018, we recorded a net loss of $5.7$11.1 million and $2$13.9 million from discontinued operations, respectively. The loss from discontinued operations for 2017the year ended December 31, 2019 and 2018 includes a $6$9.7 million and $13.6 million pre-tax provision, reflectingrespectively, to increase our indemnity liability in line with the impact2019 and 2018 actuarial studies; and legal expenses, before taxes, of the results of the August 2017 actuarial study. No adjustment was made in 2016 to our asbestos liability as the difference between the low end of the range in the August 2016 actuarial study$4.7 million and our recorded liability was not material.$5.1 million during 2019 and 2018, respectively. As discussed more fully in Note 1922 “Commitments and Contingencies” in the notes to our consolidated financial statements, we are responsible for certain future liabilities relating to alleged exposure to asbestos containing products.
Comparison of Results of Operations For Fiscal Years 20162018 and 20152017
For a detailed discussion on the comparison of $86.5 million comparedfiscal year 2018 to $972 millionfiscal year 2017, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the same period of 2015. Consolidated net sales increased due to the higher net sales achieved by both our Engine Management and Temperature Control Segments.
| Year Ended December 31, | ||||||||
| 2016 | 2015 | |||||||
| Engine Management: | ||||||||
| Ignition, Emission and Fuel System Parts | $ | 616,523 | $ | 598,161 | ||||
| Wire and Cable | 149,016 | 99,860 | ||||||
| Total Engine Management | 765,539 | 698,021 | ||||||
| Temperature Control: | ||||||||
| Compressors | 148,623 | 127,861 | ||||||
| Other Climate Control Parts | 135,117 | 136,617 | ||||||
| Total Temperature Control | 283,740 | 264,478 | ||||||
| All Other | 9,203 | 9,476 | ||||||
| Total | $ | 1,058,482 | $ | 971,975 | ||||
Year Ended December 31, | Engine Management | Temperature Control | Other | Total | ||||||||||||
2016 | ||||||||||||||||
| Net sales | $ | 765,539 | $ | 283,740 | $ | 9,203 | $ | 1,058,482 | ||||||||
| Gross margins | 239,710 | 72,547 | 10,230 | 322,487 | ||||||||||||
| Gross margin percentage | 31.3 | % | 25.6 | % | — | % | 30.5 | % | ||||||||
2015 | ||||||||||||||||
| Net sales | $ | 698,021 | $ | 264,478 | $ | 9,476 | $ | 971,975 | ||||||||
| Gross margins | 212,021 | 57,977 | 10,990 | 280,988 | ||||||||||||
| Gross margin percentage | 30.4 | % | 21.9 | % | — | % | 28.9 | % | ||||||||
Restructuring and Integration Expenses (Income). Restructuring and integration expenses were $4 million in 2016 compared to restructuring and integration income of $0.1 million in 2015. Programs
The $4.1 million year-over-year increase in restructuring and integration expenses reflects primarily the impact of the plant rationalization programPlant Rationalization Program that commenced in February 2016, and the wire and cable relocation program announced in October 2016.
| Forecast | Amounts Incurred Through December 31, 2017 | |||||||
| (In thousands) | ||||||||
| Restructuring and integration expense | $ | 5,800 | $ | 5,610 | ||||
| Capital expenditures | 3,900 | 3,900 | ||||||
| Temporary incremental operating expense | 3,100 | 3,082 | ||||||
| Total | $ | 12,800 | $ | 12,592 | ||||
| Forecast | Amounts Incurred Through December 31, 2017 | |||||||
| (In thousands) | ||||||||
| Restructuring and integration expense | $ | 4,100 | $ | 2,473 | ||||
| Capital expenditures | 700 | 550 | ||||||
| Temporary incremental operating expense | 5,900 | 4,189 | ||||||
| Total | $ | 10,700 | $ | 7,212 | ||||
| Forecast | Amounts Incurred Through December 31, 2017 | |||||||
| (In thousands) | ||||||||
| Restructuring and integration expense | $ | 2,900 | $ | 1,758 | ||||
| Capital expenditures | 800 | 530 | ||||||
| Temporary incremental operating expense | 300 | 158 | ||||||
| Total | $ | 4,000 | $ | 2,446 | ||||
For a detailed discussion on the restructuring and integration costs, see Note 3,5, “Restructuring and Integration Expense, (Income),” of the notes to our consolidated financial statements.
Liquidity and Capital Resources
Operating Activities. During 2017,2019, cash provided by operationsoperating activities was $64.6$76.9 million compared to $97.8$70.3 million in 2016. During 2017, the2018. The year-over-year decreaseincrease in operating cash flow is primarily the result of (1) lowerthe increase in net earnings, which was offset, in part, by the decrease in deferred tax assets as a result of the enactment of the Tax Cuts and Jobs Act; (2) the year-over-year decrease in accounts payablereceivable compared to the year-over-year increase in accounts payablereceivable in 2018, and the same period of 2016; (3) the year-over-year decrease in sundry payables and accrued expenses compared to thesmaller year-over-year increase in sundry payables and accrued expensesinventories, offset, in the same period of 2016; and (4)part, by the year-over-year increase in prepaid expenses and other current assets compared to the year-over-year decrease in prepaid expenses and other current assets in the same period of 2016. Partially offsetting the unfavorable result in operating cash flow was (1) the smaller year-over-year increase in accounts receivable; and (2) the smaller year-over-year increase in inventories.
Net earnings during 2019, were $57.9 million compared to $43 million in 2016;2018. During 2019, (1) the decrease in accounts receivable was $17.9 million compared to the year-over-year increase in accounts receivable of $13.7 million in 2018; (2) the increase in inventories was $17.9 million compared to the year-over-year increase in inventories of $30.2 million in 2018; (3) the year-over-year increase in prepaid expenses and other current assets was $4.9$8.3 million compared to the year-over-year decrease in prepaid expenses and other current assets of $3.5$4.9 million in 2016;2018; (4) the year-over-year increasedecrease in receivablesaccounts payable was $5.1$2 million compared to the year-over-year increase in receivablesaccounts payable of $8.8$16.9 million in 2016;2018; and (5) the year-over-year increasedecrease in inventoriessundry payables and accrued expenses was $13.9$18.1 million compared to the year-over-year increase in inventoriessundry payables and accrued expenses of $20.2$8.4 million in 2016.2018. The decreasecash impact of the changes in sundry payables and accrued expenses reflectsrelates primarily to the impacttiming of lower year-over-year incentive compensation expenses.defective and overstock customer returns, and customer core returns used in our future remanufacturing activities. We continue to actively manage our working capital to maximize our operating cash flow.
Investing Activities. Cash used in investing activities was $31.2$54.8 million in 2017,2019 compared to $88$29.9 million in 2016 and $18 million in 2015.2018. Investing activities in 20172019 consisted of (1) net cash proceeds of $4.8 million received in January 2019 from the December 2018 sale of our property in Grapevine, Texas; (2) the payment of $38.4 million for our acquisition of certain assets and liabilities of the Pollak business of Stoneridge, Inc.; (3) the payment of $5.1 million for our acquisition of an approximate 29% minority interest in Jiangsu Che Yijia New Energy Technology Co., Ltd.; and (4) capital expenditures of $16.2 million.
Investing activities in 2018 consisted of (1) the payment $6.8 million representing the first two contributions of the approximate $12.5third and final contribution of $5.7 million for our November 2017 acquisition of a 50% interest in a joint venture with Foshan GuangdongFGD SMP Automotive Air ConditioningCompressor Co., Ltd., a China-based manufacturer ofjoint venture that manufactures air conditioning compressors for the automotive aftermarket and the Chinese OE marketmarket; (2) the payment of $4.2 million for our 15% increase in equity ownership in Foshan GWO YNG SMP Vehicle Climate Control & Cooling Products Co. Ltd., a China-based joint venture that manufactures air conditioner accumulators, filter driers, hose assemblies and (2)switches for the automotive aftermarket and OEM/OES markets; and (3) capital expenditures of $24.4$20.1 million.
Financing Activities. Cash used in financing activities was $35.9$23.4 million in 2017,2019 compared to $7.8$46.1 million in 2016, and $41.2 million in 2015.2018. During 2017,2019, (1) we increased borrowings under our revolving credit facility by $8.8 million; (2) we made cash payments for the repurchase of shares of our common stock of $10.7 million; and (3) we paid dividends of $20.6 million. Borrowings under our Polish overdraftrevolving credit facility in 2019, along with cash provided by operating activities, were used to fund the first two contributions of our acquisition of a 50% interest in a joint venture with Foshan Guangdong Automotive Air Conditioning Co., Ltd.,investing activities, purchase shares of our common stock and pay dividends and fund our capital expenditures.dividends.
Cash used by finance activities was $46.1 million in 2018. During 2017,2018, (1) we increased borrowings under our revolving credit facility by $2.2 million; borrowed $4.1 millionborrowings under the Polish overdraft facility, net of payments under our capital lease obligations; andobligations of $1.1 million; (2) we paid down borrowings under our revolving credit facility of $13.3 million; (3) we made cash payments of $24.4$14.9 million for the repurchase of our common stock.
stock; and (4) we paid dividends of $18.9 million. Cash used by finance activities was $7.8 million in 2016. Borrowings under our revolving credit facility, along with cash provided by operating activities, along with borrowings under our Polish overdraft facility, net of payments under our capital lease obligations, were used to fund the acquisition of the North American automotive ignition business of General Cable Corporation, purchase shares of our common stock,investing activities, pay dividends and fund capital expenditures. During 2016, we increaseddown borrowings under our revolving credit facility, by $7.4 million and made cash payments of $0.4 million for the repurchase of our common stock.
Dividends of $17.3 million, $15.4$20.6 million and $13.7$18.9 million were paid in 2017, 20162019 and 2015,2018, respectively. Quarterly dividends were paid at a rate of $0.19$0.23 per share in 2017, $0.172019 and $0.21 per share in 2016 and $0.15 per share in 2015.2018. In February 2018,January 2020, our Board of Directors voted to increase our quarterly dividend from $0.19$0.23 per share in 20172019 to $0.21$0.25 per share in 2020.
Comparison of Liquidity and Capital Resources For Fiscal Years 2018 and 2017
For a detailed discussion of our Liquidity and Capital Resources comparison of fiscal year 2018 to fiscal year 2017, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
Liquidity
Our primary cash requirements include working capital, capital expenditures, regular quarterly dividends, stock repurchases, principal and interest payments on indebtedness and acquisitions. Our primary sources of funds are ongoing net cash flows from operating activities and availability under our secured revolving credit facility (as detailed below).
In October 2015,December 2018, we entered into aamended our Credit Agreement with JPMorgan Chase Bank, N.A., as agent, and a syndicate of lenderslenders. The amended credit agreement provides for a senior secured revolving credit facility with a line of credit of up to $250 million (with an additional $50 million accordion feature) and aextends the maturity date in October 2020.to December 2023. The line of credit under the amended agreement also allows for a $10 million line of credit to Canada as part of the $250 million available for borrowing. Direct borrowings under the amended credit agreement bear interest at LIBOR plus a margin ranging from 1.25% to 1.75% based on our borrowing availability, or floating at the alternate base rate plus a margin ranging from 0.25% to 0.75% based on our borrowing availability, at our option. The amended credit agreement is guaranteed by certain of our subsidiaries and secured by certain of our assets.
Borrowings under the amended credit agreement are secured by substantially all of our assets, including accounts receivable, inventory and certain fixed assets, and those of certain of our subsidiaries. Availability under the amended credit agreement is based on a formula of eligible accounts receivable, eligible drafts presented to the banks under our supply chain financing arrangements, eligible inventory, eligible equipment and eligible fixed assets. After taking into account outstanding borrowings under the amended credit agreement, there was an additional $142.9$194.3 million available for us to borrow pursuant to the formula at December 31, 2017.2019. Outstanding borrowings under the credit agreement, which are classified as current liabilities, were $57$52.5 million and $54.8$43.7 million at December 31, 20172019 and 2016, respectively.2018, respectively; while letters of credit outstanding under the credit agreement were $3.1 million at both December 31, 2019 and 2018. Borrowings under the credit agreement have been classified as current liabilities based upon the accounting rules and certain provisions in the agreement.
At December 31, 2017,2019, the weighted average interest rate on our amended credit agreement was 2.7%3.5%, which consisted of $57$40 million in direct borrowings.borrowings at 2.3% and an alternative base rate loan of $12.5 million at 5%. At December 31, 2016,2018, the weighted average interest rate on our amended credit agreement was 2.3%3.9%, which consisted of $45$40 million in direct borrowings at 2%3.4% and an alternative base rate loan of $9.8$3.7 million at 4%5.8%. Our average daily alternative base rate/indexrate loan balance was $3.8$1.7 million and $2.6$1.8 million during 20172019 and 2016,2018, respectively.
At any time that our borrowing availability is less than the greater of either (a) $25 million, or 10% of the commitments if fixed assets are not included in the borrowing base, or (b) $31.25 million, or 12.5% of the commitments if fixed assets are included in the borrowing base, the terms of the amended credit agreement provide for, among other provisions, a financial covenant requiring us, on a consolidated basis, to maintain a fixed charge coverage ratio of 1:1 at the end of each fiscal quarter (rolling four quarters). As of December 31, 2017,2019, we were not subject to these covenants. The amended credit agreement permits us to pay cash dividends of $20 million and make stock repurchases of $20 million in any fiscal year subject to a minimum availability of $25 million. Provided specific conditions are met, the amended credit agreement also permits acquisitions, permissible debt financing, capital expenditures, and cash dividend payments and stock repurchases of greater than $20 million.
In order to reduce our accounts receivable balances and improve our cash flow, we are party to several supply chain financing arrangements, in which we may sell certain of our customers’ trade accounts receivable to such customers’ financial institutions. We sell our undivided interests in certain of ourthese receivables to financial institutions. We enter these agreements at our discretion when we determine that the cost of factoringthese arrangements is less than the cost of servicing our receivables with existing debt. Under the terms of the agreements, we retain no rights or interest, have no obligations with respect to the sold receivables, and do not service the receivables after the sale. As such, these transactions are being accounted for as a sale.
Pursuant to these agreements, we sold $780.5$719 million and $759.2$720 million of receivables for the years ended December 31, 20172019 and 2016, respectively.2018, respectively, which was reflected as a reduction of accounts receivable in the consolidated balance sheet at the time of sale. A charge in the amount of $22.6$22 million, $19.3$24.4 million and $14.3$22.6 million related to the sale of receivables is included in selling, general and administrative expenses in our consolidated statements of operations for the years ended December 31, 2019, 2018 and 2017, 2016 and 2015, respectively. If we do not enter into
To the extent that these arrangements are terminated, our financial condition, results of operations, cash flows and liquidity could be adversely affected by extended payment terms, delays or if anyfailures in collecting trade accounts receivables. The utility of the financial institutions withsupply chain financing arrangements also depends upon the LIBOR rate, as it is a component of the discount rate applicable to each arrangement. If the LIBOR rate increases significantly, we may be negatively impacted as we may not be able to pass these added costs on to our customers, which we enter into these arrangements were to experience financial difficulties or otherwise terminate these arrangements,could have a material and adverse effect upon our financial condition, results of operations and cash flows could be materially and adversely affected by delays or failures to collect future trade accounts receivable.flows.
In July 2015,May 2018, our Board of Directors authorized the purchase of up to an additional $10 million of our common stock under another stock repurchase program. Under these programs, during the year ended December 31, 2015, we repurchased 551,791 shares of our common stock at a total cost of $19.6 million. As of December 31, 2015, there was approximately $0.4 million available for future stock repurchases under the programs. In January 2016, we repurchased an additional 10,135 shares of our common stock under the programs at a total cost of $0.4 million, thereby completing the 2015 Board of Directors authorizations. Our Board of Directors did not authorize a stock repurchase program in 2016.
We anticipate that our cash flow from operations, available cash and available borrowings under our revolving credit facility will be adequate to meet our future liquidity needs for at least the next twelve months. Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity or capital requirements. If material adverse developments were to occur in any of these areas, there can be no assurance that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our revolving credit facility in amounts sufficient to enable us to pay the principal and interest on our indebtedness, or to fund our other liquidity needs. In addition, if we default on any of our indebtedness, or breach any financial covenant in our revolving credit facility, our business could be adversely affected.
The following table summarizes our contractual commitments as of December 31, 20172019 and expiration dates of commitments through 2026(a)2028 (a) (b):
| (In thousands) | 2020 | 2021 | 2022 | 2023 | 2024 | 2025–2028 | Total | |||||||||||||||||||||
| Operating lease obligations | $ | 8,994 | $ | 8,245 | $ | 6,882 | $ | 5,682 | $ | 3,881 | $ | 7,844 | $ | 41,528 | ||||||||||||||
| Postretirement benefits | 36 | 32 | 29 | 25 | 25 | 50 | 197 | |||||||||||||||||||||
| Severance payments related to restructuring and integration | 205 | 106 | 25 | — | — | — | 336 | |||||||||||||||||||||
| Total commitments | $ | 9,235 | $ | 8,383 | $ | 6,936 | $ | 5,707 | $ | 3,906 | $ | 7,894 | $ | 42,061 | ||||||||||||||
(In thousands) | 2018 | 2019 | 2020 | 2021 | 2022 | 2023- 2026 | Total | |||||||||||||||||||||
| Lease obligations | $ | 9,485 | $ | 8,078 | $ | 6,990 | $ | 6,355 | $ | 5,364 | $ | 3,932 | $ | 40,204 | ||||||||||||||
| Postretirement | 440 | 42 | 38 | 33 | 29 | 91 | 673 | |||||||||||||||||||||
| Severance payments related to restructuring and integration | 2,413 | 209 | 163 | 56 | 13 | — | 2,854 | |||||||||||||||||||||
| Total commitments | $ | 12,338 | $ | 8,329 | $ | 7,191 | $ | 6,444 | $ | 5,406 | $ | 4,023 | $ | 43,731 | ||||||||||||||
| (a) | Indebtedness under our revolving credit facilities is not included in the table above as it is reported as a current liability in our consolidated balance sheets. As of December 31, |
| (b) |
Critical Accounting Policies
We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 1 of the notes to our consolidated financial statements. You should be aware that preparation of our consolidated annual and quarterly financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. We can give no assurance that actual results will not differ from those estimates. Although we do not believe that there is a reasonable likelihood that there will be a material change in the future estimate or in the assumptions that we use in calculating the estimate, unforeseen changes in the industry, or business could materially impact the estimate and may have a material adverse effect on our business, financial condition and results of operations.
Revenue Recognition. We derive our revenue primarily from sales of replacement parts for motor vehicles from both our Engine Management and Temperature Control Segments. We recognize revenues when products are shippedour performance obligation has been satisfied and titlethe control of products has been transferred to a customer which typically occurs upon shipment. Revenue is measured as the sales price is fixedamount of consideration we expect to receive in exchange for the transfer of goods or providing services. The amount of consideration we receive and determinable,revenue we recognize depends on the marketing incentives, product warranty and collection is reasonably assured.overstock returns we offer to our customers. For certain of our sales of remanufactured products, we also charge our customers a deposit for the return of a used core component which we can use in our future remanufacturing activities. Such deposit is not recognized as revenue at the time of the sale but rather carried as a core liability. At the same time, we estimate the core expected to be returned from the customer and record the estimated return as unreturned customer inventory. The liability is extinguished when a core is actually returned to us.us, or at period end when we estimate and recognize revenue for the core deposits not expected to be returned. We estimate and record provisions for cash discounts, quantity rebates, sales returns and warranties in the period the sale is recorded, based upon our prior experience and current trends. As described below, significantSignificant management judgments and estimates must be made and used in estimating sales returns and allowances relating to revenue recognized in any accounting period.
Sales Returns and Other Allowances and Allowance for Doubtful Accounts. Many of our products carry a warranty ranging from a 90-day limited warranty to a lifetime limited warranty, which generally covers defects in materials or workmanship and failure to meet industry published specifications and/or the result of installation error. In addition to warranty returns, we also permit our customers to return new, undamaged products to us within customer-specific limits (which are generally limited to a specified percentage of their annual purchases from us) in the event that they have overstocked their inventories. At the time products are sold, we accrue a liability for product warranties and overstock returns as a percentage of sales based upon estimates established using historical information on the nature, frequency and average cost of the claim and the probability of the customer return. At the same time, we record an estimate of anticipated customer returns as unreturned customer inventory. Significant judgments and estimates must be made and used in connection with establishing the sales returns and other allowances in any accounting period. Revision to these estimates is made when necessary, based upon changes in these factors. We regularly study trends of such claims. At December 31, 2019 and 2018, the allowance for sales returns was $44.1 million and $57.4 million, respectively.
Similarly, we must make estimates of the uncollectability of our accounts receivable. We specifically analyze accounts receivable and analyze historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. At December 31, 2019, the allowance for doubtful accounts and for discounts was $5.2 million.
New Customer Acquisition Costs. New customer acquisition costs refer to arrangements pursuant to which we incur change-over costs to induce a new customer to switch from a competitor’s brand. In addition, change-over costs include the costs related to removing the new customer’s inventory and replacing it with our inventory commonly referred to as a stocklift. New customer acquisition costs are recorded as a reduction to revenue when incurred.
Inventory Valuation. Inventories are valued at the lower of cost and net realizable value. Cost is determined on the first-in, first-out basis. Where appropriate, standard cost systems are utilized for purposes of determining cost; the standards are adjusted as necessary to ensure they approximate actual costs. Estimates of lower of cost and net realizable value of inventory are determined by comparing the actual cost of the product to the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation of the inventory.
We also evaluate inventories on a regular basis to identify inventory on hand that may be obsolete or in excess of current and future projected market demand. For inventory deemed to be obsolete, we provide a reserve on the full value of the inventory. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates our estimate of future demand. Future projected demand requires management judgment and is based upon (a) our review of historical trends and (b) our estimate of projected customer specific buying patterns and trends in the industry and markets in which we do business. Using rolling twelve month historical information, we estimate future demand on a continuous basis. As such, the historical volatility of such estimates has been minimal.
We utilize cores (used parts) in our remanufacturing processes for air conditioning compressors, diesel injectors, and diesel pumps. The production of air conditioning compressors, diesel injectors, and diesel pumps involves the rebuilding of used cores, which we acquire either in outright purchases from used parts brokers or from returns pursuant to an exchange program with customers. Under such exchange programs, at the time of sale of air conditioning compressors, diesel injectors, and diesel pumps, we reduceestimate the core expected to be returned from the customer and record the estimated return as unreturned customer inventory.
In addition, many of our customers can return inventory throughto us based upon customer warranty and overstock arrangements within customer specific limits. At the time products are sold, we accrue a charge to costliability for product warranties and overstock returns and record as unreturned customer inventory our estimate of sales, when we sell a finished good compressor, diesel injector, or diesel pumpanticipated customer returns. Estimates are based upon historical information on the nature, frequency and put back toprobability of the customer return. Unreturned core, warranty and overstock customer inventory the used core exchangedis recorded at standard cost through a creditcost. Revision to cost of salesthese estimates is made when it is actually received from the customer.
36
Accounting for Income Taxes. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax expense together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent we believe that it is more likely than not that the deferred tax assets will not be recovered, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase or decrease this allowance in a period, we must include an expense or recovery, respectively, within the tax provision in the statement of operations.
We maintain valuation allowances when it is more likely than not that all or a portion of a deferred tax asset will not be realized. In determining whether a valuation allowance is warranted, we evaluate factors such as prior earnings history, expected future earnings, carryback and carryforward periods and tax strategies. We consider all positive and negative evidence to estimate if sufficient future taxable income will be generated to realize the deferred tax asset. We consider cumulative losses in recent years as well as the impact of one-time events in assessing our pre-tax earnings. Assumptions regarding future taxable income require significant judgment. Our assumptions are consistent with estimates and plans used to manage our business, which includes restructuring and integration initiatives that are expected to generate significant savings in future periods.
The valuation allowance of $0.4$0.8 million as of December 31, 20172019 is intended to provide for the uncertainty regarding the ultimate realization of our U.S. foreign tax credit carryovers and foreign net operating loss carryovers. The assessment of the adequacy of our valuation allowance is based on our estimates of taxable income in these jurisdictions and the period over which our deferred tax assets will be recoverable. Based on these considerations, we believe it is more likely than not that we will realize the benefit of the net deferred tax asset of $32.4$37.3 million as of December 31, 2017,2019, which is net of the remaining valuation allowance.
In the event that actual results differ from these estimates, or we adjust these estimates in future periods for current trends or expected changes in our estimating assumptions, we may need to modify the level of the valuation allowance which could materially impact our business, financial condition and results of operations.
In accordance with generally accepted accounting practices, we recognize in our financial statements only those tax positions that meet the more-likely-than-not recognition threshold. We establish tax reserves for uncertain tax positions that do not meet this threshold. As ofDuring the years ended December 31, 2019, 2018 and 2017, we dodid not believe there is a need to establish a liability for uncertain tax positions. Penalties and interest associated with income tax matters are included in the provision for income taxes in our consolidated statement of operations.
Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the notestotal lease payments over the lease term. Our ROU assets represent the right to use an underlying leased asset over the existing lease term, and the corresponding lease liabilities represent our consolidated financial statements.obligation to make lease payments arising from the lease agreement. As most of our leases do not provide for an implicit rate, we use our secured incremental borrowing rate based on the information available when determining the present value of our lease payments. Our lease terms may include options to terminate, or extend, our lease when it is reasonably certain that we will execute the option. Lease agreements may contain lease and non-lease components, which are generally accounted for separately. Operating lease expense is recognized on a straight-line basis over the lease term.
Valuation of Long‑LivedLong-Lived and Intangible Assets and Goodwill. At acquisition, we estimate and record the fair value of purchased intangible assets, which primarily consistsconsist of customer relationships, trademarks and trade names, patents and non-compete agreements. The fair values of these intangible assets are estimated based on our assessment. Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill and certain other intangible assets having indefinite lives are not amortized to earnings, but instead are subject to periodic testing for impairment. Intangible assets determined to have definite lives are amortized over their remaining useful lives.
We assess the impairment of long‑livedlong-lived assets, identifiable intangibles assets and goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. With respect to goodwill and identifiable intangible assets having indefinite lives, we test for impairment on an annual basis or in interim periods if an event occurs or circumstances change that may indicate the fair value is below its carrying amount. Factors we consider important, which could trigger an impairment review, include the following: (a) significant underperformance relative to expected historical or projected future operating results; (b) significant changes in the manner of our use of the acquired assets or the strategy for our overall business; and (c) significant negative industry or economic trends. We review the fair values using the discounted cash flows method and market multiples.
When performing our evaluation of goodwill for impairment, if we conclude qualitatively that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, than the two-step impairment test is not required. If we are unable to reach this conclusion, then we would perform the two-step impairment test. Initially, the fair value of the reporting unit is compared to its carrying amount. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit; we are required to perform a second step, as this is an indication that the reporting unit goodwill may be impaired. In this step, we compare the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill and recognize a charge for impairment to the extent the carrying value exceeds the implied fair value. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. In addition, identifiableOn January 1, 2020, we will adopt Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 removes the second step of the impairment test, which requires a hypothetical purchase price allocation to determine the implied fair value of the reporting unit goodwill. Instead, under ASU 2017-04, goodwill impairment is the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 will be applied prospectively.
Identifiable intangible assets having indefinite lives are reviewed for impairment on an annual basis using a methodology consistentsimilar with that used to evaluate goodwill.
Intangible assets having definite lives and other long-lived assets are reviewed for impairment whenever events such as product discontinuance, plant closures, product dispositions or other changes in circumstances indicate that the carrying amount may not be recoverable. In reviewing for impairment, we compare the carrying value of such assets to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the assets fair value and their carrying value.
There are inherent assumptions and estimates used in developing future cash flows requiring our judgment in applying these assumptions and estimates to the analysis of identifiable intangibles and long‑livedlong-lived asset impairment including projecting revenues, interest rates, tax rates and the cost of capital. Many of the factors used in assessing fair value are outside our control and it is reasonably likely that assumptions and estimates will change in future periods. These changes can result in future impairments. In the event our planning assumptions were modified resulting in impairment to our assets, we would be required to include an expense in our statement of operations, which could materially impact our business, financial condition and results of operations.
38
Share-Based Compensation. The provisions of FASB ASC 718, Stock Compensation, require the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on estimated fair values on the grant date. The value of the portion of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service periods in our condensed consolidated statement of operations. Forfeitures are estimated at the time of grant based on historical trends in order to estimate the amount of share-based awards that will ultimately vest. We monitor actual forfeitures for any subsequent adjustment to forfeiture rates.
Environmental Reserves. We are subject to various U.S. Federal, state and local environmental laws and regulations and are involved in certain environmental remediation efforts. We estimate and accrue our liabilities resulting from such matters based upon a variety of factors including the assessments of environmental engineers and consultants who provide estimates of potential liabilities and remediation costs. Such estimates are not discounted to reflect the time value of money due to the uncertainty in estimating the timing of the expenditures, which may extend over several years. Potential recoveries from insurers or other third parties of environmental remediation liabilities are recognized independently from the recorded liability, and any asset related to the recovery will be recognized only when the realization of the claim for recovery is deemed probable.
Asbestos Litigation. We are responsible for certain future liabilities relating to alleged exposure to asbestos-containing products. In accordance withevaluating our accounting policy, our most recentpotential asbestos-related liability, we use an actuarial study asthat is prepared by a leading actuarial firm with expertise in assessing asbestos-related liabilities. We evaluate the estimate of August 31, 2017 estimated anthe range of undiscounted liability for settlement payments, excluding legal costs and any potential recovery from insurance carriers, ranging from $35.2 million to $54 million for the period through 2060.determine which amount to accrue. Based on the information contained in the actuarial study and all other available information considered by us, we have concluded that no amount within the range of settlement payments was more likely than any other and, therefore, in assessing our asbestos liability we compare the low end of the range to our recorded liability to determine if an adjustment is required. Based upon the results of the August 31, 2017 actuarial study, in September 2017 we increased our asbestos liability to $35.2 million, the low end of the range, and recorded an incremental pre-tax provision of $6 million in earnings (loss) from discontinued operations in the accompanying statement of operations. In addition, according to the updated study, future legalLegal costs which are expensed as incurred and reported in earnings (loss) from discontinued operations in the accompanying statement of operations, are estimated to range from $44.3 million to $79.6 million for the period through 2060.incurred. We will continue to perform an annual actuarial analysis during the third quarter of each year for the foreseeable future.future, and whenever events or changes in circumstances indicate that additional provisions may be necessary. Based on this analysisthe actuarial studies and all other available information, we will continue to reassess the recorded liability and, if deemed necessary, record an adjustment to the reserve, which will be reflected as a loss or gain from discontinued operations. See Note 22, “Commitments and Contingencies,” of the Notes to Consolidated Financial Statements in Item 8 of this Report for additional information.
Other Loss Reserves. We have other loss exposures, for such matters as legal claims and legal proceedings. Establishing loss reserves for these matters requires estimates, judgment of risk exposure, and ultimate liability. We record provisions when the liability is considered probable and reasonably estimable. Significant judgment is required in both the determination of probability and the determination as to whether an exposure can be reasonably estimated. As additional information becomes available, we reassess our potential liability related to these matters. Such revisions of the potential liabilities could have a material adverse effect on our business, financial condition or results of operations.
Recently Issued Accounting Pronouncements
For a detailed discussion on recently issued accounting pronouncements and their impact on our consolidated financial statements, see Note 1, “Summary of Significant Accounting Policies” of the notesNotes to our consolidated financial statements.Consolidated Financial Statements in Item 8 of this Report.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk, primarily related to foreign currency exchange and interest rates. These exposures are actively monitored by management. Our exposure to foreign exchange rate risk is due to certain costs, revenues and borrowings being denominated in currencies other than one of our subsidiary’s functional currency. Similarly, we are exposed to market risk as the result of changes in interest rates, which may affect the cost of our financing. It is our policy and practice to use derivative financial instruments only to the extent necessary to manage exposures. We do not hold or issue derivative financial instruments for trading or speculative purposes. As of December 31, 2017,2019, we did not have any derivative financial instruments.
Exchange Rate Risk
We have exchange rate exposure, primarily, with respect to the Canadian Dollar, the Euro, the British Pound, the Polish Zloty, the Mexican Peso, the Taiwan Dollar, the Chinese Yuan Renminbi and the Hong Kong Dollar. As of December 31, 2017,2019, our monetary assets and liabilities which are subject to this exposure are immaterial, therefore, the potential immediate loss to us that would result from a hypothetical 10% change in foreign currency exchange rates would not be expected to have a material impact on our earnings or cash flows. This sensitivity analysis assumes an unfavorable 10% fluctuation in the exchange rates affecting the foreign currencies in which monetary assets and liabilities are denominated and does not take into account the incremental effect of such a change on our foreign currency denominated revenues.
Interest Rate Risk
We manage our exposure to interest rate risk through the proportion of fixed rate debt and variable rate debt in our debt portfolio. To manage a portion of our exposure to interest rate changes, we have in the past entered into interest rate swap agreements. We invest our excess cash in highly liquid short-term investments. Substantially all of our debt is variable rate debt as of December 31, 20172019 and 2016.2018. Depending upon the level of borrowings under our revolving credit facility and our Polish overdraft facility, and our excess cash, the effect of a hypothetical, instantaneous and unfavorable change of 100 basis points in the interest rate may have an approximate $0.8$0.7 million negative impact on our earnings or cash flows.
In addition, from timewe are party to time,several supply chain financing arrangements, in which we may sell certain of our customers’ trade accounts receivable to such customers’ financial institutions. We sell our undivided interests in certain of ourthese receivables to financial institutions. We enter these agreements at our discretion when we determine that the cost of factoringthese arrangements is less than the cost of servicing our receivables with existing debt. During the year ended December 31, 2017,2019, we sold $780.5$719 million of receivables. Depending upon the level of sales of receivables pursuant these agreements, the effect of a hypothetical, instantaneous and unfavorable change of 100 basis points in the margin rate may have an approximate $7.8$7.2 million negative impact on our earnings or cash flows. The charge related to the sale of receivables is included in selling, general and administrative expenses in our consolidated statements of operations.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page No. | |
| Management’s Report on Internal Control over Financial Reporting | |
| Report of Independent Registered Public Accounting Firm—Internal Control Over Financial Reporting | |
| Report of Independent Registered Public Accounting Firm—Consolidated Financial Statements | |
| Consolidated Statements of Operations for the years ended December 31, | |
| Consolidated Statements of Comprehensive Income for the years ended December 31, | |
| Consolidated Balance Sheets as of December 31, | |
| Consolidated Statements of Cash Flows for the years ended December 31, | |
| Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, | |
| Notes to Consolidated Financial Statements |
MANAGEMENT’S REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING
To the Stockholders of
Standard Motor Products, Inc. and Subsidiaries:
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act). Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Because of these inherent limitations, internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation, and may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.2019. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control - Integrated Framework. Based on our assessment using those criteria, we concluded that, as of December 31, 2017,2019, our internal control over financial reporting is effective.
Our independent registered public accounting firm, KPMG LLP, has audited our consolidated financial statements as of and for the year ended December 31, 20172019 and has also audited the effectiveness of our internal control over financial reporting as of December 31, 2017.2019. KPMG’s report appears on the following pages of this “Item 8. Financial Statements and Supplementary Data.”
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM –
INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Stockholders and Board of Directors
Standard Motor Products, Inc. and Subsidiaries:
Opinion on Internal Control Over Financial Reporting
We have audited Standard Motor Products, Inc.’s and subsidiaries (the “Company”) internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 20172019 and 2016,2018, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017,2019, and the related notes and financial statement Schedule II, Valuation and Qualifying Accounts (collectively, the “consolidatedconsolidated financial statements”)statements), and our report dated February 22, 201820, 2020 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
New York, New York
February 22, 201820, 2020
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM –
CONSOLIDATED FINANCIAL STATEMENTS
To the Stockholders and Board of Directors
Standard Motor Products, Inc. andInc.and Subsidiaries:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Standard Motor Products, Inc. and subsidiaries (the “Company”) as of December 31, 20172019 and 2016,2018, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three‑yearthree-year period ended December 31, 2017,2019, and the related notes and financial statement Schedule II, Valuation and Qualifying Accounts (collectively,(collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172019 and 2016,2018, and the results of its operations and its cash flows for each of the years in the three‑yearthree-year period ended December 31, 2017,2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 22, 201820, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Assessment of Asbestos Liability and Litigation
As discussed in Notes 1 and 22 to the consolidated financial statements, the Company is involved in asbestos litigation and has potential asbestos liability. The Company’s asbestos liability represents the actuarially determined estimate of the undiscounted liability for settlement payments and awards of asbestos-related damages, excluding legal costs and any potential recovery from insurance carriers. The Company’s asbestos liability includes key assumptions regarding disease distribution, future claim filings, payment rates, settlement values, large claims, and ratios of allocated loss adjustment expense (ALAE) to indemnity.
We identified the assessment of the asbestos liability recorded and related disclosure for these legal proceedings as a critical audit matter. This required subjective auditor judgment, due to the nature of the estimate and assumptions, including the applicability of those assumptions to the current facts and circumstances, as well as judgments about future events and uncertainties. Specialized skills were needed to evaluate the Company’s key assumptions. Minor changes to these key assumptions could have a significant effect on the Company’s assessment of the accrual for the asbestos liability.
The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s asbestos liability and asbestos litigation process, including controls related to the key assumptions and the underlying data utilized in the process, and the potential need for an updated actuarial evaluation. We read letters received directly from the Company’s external and internal legal counsel confirming the asbestos related legal cases settled during the year and the number of open cases as of year-end. We involved an actuarial professional with specialized skills and knowledge, who:
| ● | assessed the actuarial model used by the Company’s asbestos actuary in preparing their annual report which contained an analysis of the Company’s asbestos exposure; |
| ● | assessed the annual report prepared by the Company’s asbestos actuary for consistency with generally accepted actuarial standards; and |
| ● | evaluated the key assumptions and judgments, including consideration of changes of assumptions from those used in the prior year, underlying the actuarial estimates contained within the Company’s asbestos report prepared by the Company’s asbestos actuary. |
We tested a sample of claims data used in the actuarial model by comparing the sampled items to underlying claims documentation. We evaluated the activity of legal claims since the most recent actuarial evaluation to determine if an updated actuarial evaluation is necessary. We compared the Company’s related disclosure to the data utilized in the process and the Company’s asbestos report.
Initial measurement of the customer relationship intangible assets acquired in the Pollak business combination
As discussed in Notes 3 and 9 to the consolidated financial statements, on April 1, 2019, the Company acquired the Pollak business from Stoneridge, Inc. (Pollak) in a business combination. As a result of the transaction, the Company acquired customer relationship intangible assets associated with the generation of future income from Pollak’s existing customers. The acquisition-date fair value for the customer relationship assets was $24.4 million.
We identified the evaluation of the initial measurement of the customer relationship intangible assets acquired in the Pollak transaction as a critical audit matter. There was a high degree of subjectivity in evaluating the multi-period excess earnings method (a form of the income approach) used to calculate the acquisition-date fair value of the customer relationship assets. The multi-period excess earnings method included the following internally-developed assumptions for which there was limited observable market information, and the calculated fair value of such assets was sensitive to possible changes to these assumptions:
| ● | Forecasted revenues attributable to existing customers |
| ● | Estimated annual attrition |
| ● | Forecasted earnings before interest, and taxes (EBIT) margins for the acquired business |
| ● | Discount rates |
The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s process to develop the key acquisition-date assumptions. We compared the Company’s year one forecasted revenues attributable to existing customers to the acquired business’s historical information. We evaluated the Company’s forecasted revenues attributable to existing customers and EBIT margins by comparing these forecasted assumptions to historical Company information. In addition, valuation professionals with specialized skills and knowledge, assisted us to:
| ● | evaluate the Company’s discount rates by comparing these rates against a discount rate range that was independently developed using publicly available market data for comparable companies, |
| ● | evaluate the estimated annual attrition rate by comparing the selected attrition rates against the realized range of attrition rates in prior company specific acquisitions, and |
| ● | compare the Company’s fair value estimate of the customer relationship assets acquired, using the significant assumptions utilized by the Company and our independently developed discount rate range, to an independent calculation of the multi-period excess earnings model. |
/s/ KPMG LLP
We have served as the Company’s auditor since 2010.
New York, New York
February 22, 201820, 2020
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| Year Ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
(Dollars in thousands, except share and per share data) | ||||||||||||
| Net sales | $ | 1,137,913 | $ | 1,092,051 | $ | 1,116,143 | ||||||
| Cost of sales | 806,113 | 779,264 | 789,487 | |||||||||
| Gross profit | 331,800 | 312,787 | 326,656 | |||||||||
| Selling, general and administrative expenses | 234,715 | 231,336 | 224,237 | |||||||||
| Restructuring and integration expenses | 2,585 | 4,510 | 6,173 | |||||||||
| Other income (expense), net | (5 | ) | 4,327 | 1,275 | ||||||||
| Operating income | 94,495 | 81,268 | 97,521 | |||||||||
| Other non-operating income (expense), net | 2,587 | (411 | ) | 1,250 | ||||||||
| Interest expense | 5,286 | 4,026 | 2,329 | |||||||||
| Earnings from continuing operations before taxes | 91,796 | 76,831 | 96,442 | |||||||||
| Provision for income taxes | 22,745 | 19,977 | 52,812 | |||||||||
| Earnings from continuing operations | 69,051 | 56,854 | 43,630 | |||||||||
| Loss from discontinued operations, net of income tax benefit of $3,912, $4,866 and $3,769 | (11,134 | ) | (13,851 | ) | (5,654 | ) | ||||||
| Net earnings | $ | 57,917 | $ | 43,003 | $ | 37,976 | ||||||
| Net earnings per common share – Basic: | ||||||||||||
| Earnings from continuing operations | $ | 3.09 | $ | 2.53 | $ | 1.92 | ||||||
| Discontinued operations | (0.50 | ) | (0.62 | ) | (0.25 | ) | ||||||
| Net earnings per common share – Basic | $ | 2.59 | $ | 1.91 | $ | 1.67 | ||||||
| Net earnings per common share – Diluted: | ||||||||||||
| Earnings from continuing operations | $ | 3.03 | $ | 2.48 | $ | 1.88 | ||||||
| Discontinued operations | (0.49 | ) | (0.60 | ) | (0.24 | ) | ||||||
| Net earnings per common share – Diluted | $ | 2.54 | $ | 1.88 | $ | 1.64 | ||||||
| Dividends declared per share | $ | 0.92 | $ | 0.84 | $ | 0.76 | ||||||
| Average number of common shares | 22,378,414 | 22,456,480 | 22,726,491 | |||||||||
| Average number of common shares and dilutive common shares | 22,818,451 | 22,931,723 | 23,198,392 | |||||||||
| Year Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
(Dollars in thousands, except share and per share data) | ||||||||||||
| Net sales | $ | 1,116,143 | $ | 1,058,482 | $ | 971,975 | ||||||
| Cost of sales | 789,487 | 735,995 | 690,987 | |||||||||
| Gross profit | 326,656 | 322,487 | 280,988 | |||||||||
| Selling, general and administrative expenses | 223,584 | 221,658 | 206,287 | |||||||||
| Restructuring and integration expense (income) | 6,173 | 3,957 | (134 | ) | ||||||||
| Other income, net | 1,275 | 1,195 | 1,025 | |||||||||
| Operating income | 98,174 | 98,067 | 75,860 | |||||||||
| Other non-operating income (expense), net | 597 | 2,059 | (220 | ) | ||||||||
| Interest expense | 2,329 | 1,556 | 1,537 | |||||||||
| Earnings from continuing operations before taxes | 96,442 | 98,570 | 74,103 | |||||||||
| Provision for income taxes | 52,812 | 36,158 | 25,983 | |||||||||
| Earnings from continuing operations | 43,630 | 62,412 | 48,120 | |||||||||
| Loss from discontinued operations, net of income tax benefit of $3,769, $1,322 and $1,401 | (5,654 | ) | (1,982 | ) | (2,102 | ) | ||||||
| Net earnings | $ | 37,976 | $ | 60,430 | $ | 46,018 | ||||||
| Net earnings per common share – Basic: | ||||||||||||
| Earnings from continuing operations | $ | 1.92 | $ | 2.75 | $ | 2.11 | ||||||
| Discontinued operations | (0.25 | ) | (0.09 | ) | (0.09 | ) | ||||||
| Net earnings per common share – Basic | $ | 1.67 | $ | 2.66 | $ | 2.02 | ||||||
| Net earnings per common share – Diluted: | ||||||||||||
| Earnings from continuing operations | $ | 1.88 | $ | 2.70 | $ | 2.08 | ||||||
| Discontinued operations | (0.24 | ) | (0.08 | ) | (0.09 | ) | ||||||
| Net earnings per common share – Diluted | $ | 1.64 | $ | 2.62 | $ | 1.99 | ||||||
| Dividends declared per share | $ | 0.76 | $ | 0.68 | $ | 0.60 | ||||||
| Average number of common shares | 22,726,491 | 22,722,517 | 22,811,862 | |||||||||
| Average number of common shares and dilutive common shares | 23,198,392 | 23,082,578 | 23,142,394 | |||||||||
See accompanying notes to consolidated financial statements.
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Year Ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
| (In thousands) | ||||||||||||
| Net earnings | $ | 57,917 | $ | 43,003 | $ | 37,976 | ||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||
| Foreign currency translation adjustments | 1,024 | (5,473 | ) | 7,027 | ||||||||
| Pension and postretirement plans | (19 | ) | (12 | ) | (108 | ) | ||||||
| Total other comprehensive income (loss), net of tax | 1,005 | (5,485 | ) | 6,919 | ||||||||
| Comprehensive income | $ | 58,922 | $ | 37,518 | $ | 44,895 | ||||||
Year Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| (In thousands) | ||||||||||||
| Net earnings | $ | 37,976 | $ | 60,430 | $ | 46,018 | ||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||
| Foreign currency translation adjustments | 7,027 | (5,294 | ) | (5,739 | ) | |||||||
| Pension and postretirement plans: | ||||||||||||
| Amortization of: | ||||||||||||
| Prior service benefit | — | (54 | ) | (112 | ) | |||||||
Unrecognized (gain) loss | (661 | ) | 763 | 2,261 | ||||||||
| Unrecognized actuarial gains | 481 | 542 | 462 | |||||||||
| Plan settlement | — | — | 654 | |||||||||
| Foreign currency exchange rate changes | — | 3 | (23 | ) | ||||||||
| Income tax related to pension and postretirement plans | 72 | (514 | ) | (1,325 | ) | |||||||
| Pension and postretirement plans, net of tax | (108 | ) | 740 | 1,917 | ||||||||
| Total other comprehensive income (loss), net of tax | 6,919 | (4,554 | ) | (3,822 | ) | |||||||
| Comprehensive income | $ | 44,895 | $ | 55,876 | $ | 42,196 | ||||||
See accompanying notes to consolidated financial statements.
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31, | ||||||||
| 2019 | 2018 | |||||||
(Dollars in thousands, except share data) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 10,372 | $ | 11,138 | ||||
| Accounts receivable, less allowances for discounts and doubtful accounts of $5,212 and $5,687 in 2019 and 2018, respectively | 135,516 | 157,535 | ||||||
| Inventories | 368,221 | 349,811 | ||||||
| Unreturned customer inventories | 19,722 | 20,484 | ||||||
| Prepaid expenses and other current assets | 15,602 | 7,256 | ||||||
| Total current assets | 549,433 | 546,224 | ||||||
| Property, plant and equipment, net | 89,649 | 90,754 | ||||||
| Operating lease right-of-use assets | 36,020 | — | ||||||
| Goodwill | 77,802 | 67,321 | ||||||
| Other intangibles, net | 64,861 | 48,411 | ||||||
| Deferred incomes taxes | 37,272 | 42,334 | ||||||
| Investments in unconsolidated affiliates | 38,858 | 32,469 | ||||||
| Other assets | 18,835 | 15,619 | ||||||
| Total assets | $ | 912,730 | $ | 843,132 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Notes payable | $ | 52,460 | $ | 43,689 | ||||
| Current portion of other debt | 4,456 | 5,377 | ||||||
| Accounts payable | 92,535 | 94,357 | ||||||
| Sundry payables and accrued expenses | 38,819 | 31,033 | ||||||
| Accrued customer returns | 44,116 | 57,433 | ||||||
| Accrued core liability | 24,357 | 31,263 | ||||||
| Accrued rebates | 26,072 | 28,870 | ||||||
| Payroll and commissions | 26,649 | 20,564 | ||||||
| Total current liabilities | 309,464 | 312,586 | ||||||
| Long-term debt | 129 | 153 | ||||||
| Noncurrent operating lease liabilities | 28,376 | — | ||||||
| Other accrued liabilities | 20,837 | 18,075 | ||||||
| Accrued asbestos liabilities | 49,696 | 45,117 | ||||||
| Total liabilities | 408,502 | 375,931 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Common Stock - par value $2.00 per share: | ||||||||
| Authorized 30,000,000 shares, issued 23,936,036 shares | 47,872 | 47,872 | ||||||
| Capital in excess of par value | 102,742 | 102,470 | ||||||
| Retained earnings | 417,437 | 380,113 | ||||||
| Accumulated other comprehensive income | (8,589 | ) | (9,594 | ) | ||||
| Treasury stock - at cost (1,477,594 shares and 1,503,284 shares in 2019 and 2018, respectively) | (55,234 | ) | (53,660 | ) | ||||
| Total stockholders’ equity | 504,228 | 467,201 | ||||||
| Total liabilities and stockholders’ equity | $ | 912,730 | $ | 843,132 | ||||
| December 31, | ||||||||
| 2017 | 2016 | |||||||
(Dollars in thousands, except share data) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 17,323 | $ | 19,796 | ||||
| Accounts receivable, less allowances for discounts and doubtful accounts of $4,967 and $4,425 in 2017 and 2016, respectively | 140,057 | 134,630 | ||||||
| Inventories | 326,411 | 312,477 | ||||||
| Prepaid expenses and other current assets | 12,300 | 7,318 | ||||||
| Total current assets | 496,091 | 474,221 | ||||||
| Property, plant and equipment, net | 89,103 | 78,499 | ||||||
| Goodwill | 67,413 | 67,231 | ||||||
| Other intangibles, net | 56,261 | 64,056 | ||||||
| Deferred incomes taxes | 32,420 | 51,127 | ||||||
| Other assets | 46,279 | 33,563 | ||||||
| Total assets | $ | 787,567 | $ | 768,697 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Notes payable | $ | 57,000 | $ | 54,812 | ||||
| Current portion of other debt | 4,699 | 43 | ||||||
| Accounts payable | 77,990 | 83,878 | ||||||
| Sundry payables and accrued expenses | 51,911 | 45,147 | ||||||
| Accrued customer returns | 35,916 | 40,176 | ||||||
| Accrued rebates | 35,346 | 29,127 | ||||||
| Payroll and commissions | 23,035 | 30,658 | ||||||
| Total current liabilities | 285,897 | 283,841 | ||||||
| Long-term debt | 79 | 120 | ||||||
| Other accrued liabilities | 14,561 | 12,380 | ||||||
| Accrued asbestos liabilities | 33,376 | 31,328 | ||||||
| Total liabilities | 333,913 | 327,669 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Common Stock - par value $2.00 per share: | ||||||||
| Authorized 30,000,000 shares, issued 23,936,036 shares | 47,872 | 47,872 | ||||||
| Capital in excess of par value | 100,057 | 96,850 | ||||||
| Retained earnings | 357,153 | 336,464 | ||||||
| Accumulated other comprehensive income | (4,109 | ) | (11,028 | ) | ||||
| Treasury stock - at cost (1,424,025 shares and 1,101,487 shares in 2017 and 2016, respectively) | (47,319 | ) | (29,130 | ) | ||||
| Total stockholders’ equity | 453,654 | 441,028 | ||||||
| Total liabilities and stockholders’ equity | $ | 787,567 | $ | 768,697 | ||||
See accompanying notes to consolidated financial statements.