The following tables show our net sales, intersegment revenue and operating income by our operating segments (in thousands):
For the disaggregation of our net sales from contracts with customers by geographic area, major product group and major sales channels for each of our segments, see Note 3, “Net Sales.”
In 1986, we acquired a brake business, which we subsequently sold in March 1998 and which is accounted for as a discontinued operation. 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 on or 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 indemnity and defense thereof. At March 31,June 30, 2018, approximately 1,5451,550 cases were outstanding for which we may be responsible for any related liabilities. Since inception in September 2001 through March 31,June 30, 2018, the amounts paid for settled claims are approximately $24.4$24.8 million.
In evaluating our potential asbestos-related liability, we have considered various factors including, among other things, an actuarial study of the asbestos related liabilities performed by an independent actuarial firm, our settlement amounts and whether there are any co-defendants, the jurisdiction in which lawsuits are filed, and the status and results of settlement discussions. As is our accounting policy, we consider the advice of actuarial consultants with experience in assessing asbestos-related liabilities to estimate our potential claim liability. The methodology used to project asbestos-related liabilities and costs in our actuarial study considered: (1) historical data available from publicly available studies; (2) an analysis of our recent claims history to estimate likely filing rates into the future; (3) an analysis of our currently pending claims; and (4) an analysis of our settlements to date in order to develop average settlement values.
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
The most recent actuarial study was 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. 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. Future legal costs, which are expensed as incurred and reported in loss from discontinued operations in the accompanying statement of operations, are estimated, according to the updated study, to range from $44.3 million to $79.6 million for the period through 2060.
We plan to perform an annual actuarial evaluation during the third quarter of each year for the foreseeable future. Given the uncertainties associated with projecting such matters into the future and other factors outside our control, we can give no assurance that additional provisions will not be required. We will continue to monitor the circumstances surrounding these potential liabilities in determining whether additional provisions may be necessary. At the present time, however, we do not believe that any additional provisions would be reasonably likely to have a material adverse effect on our liquidity or consolidated financial position.
Other Litigation
We are currently involved in various other legal claims and legal proceedings (some of which may involve substantial amounts), including claims related to commercial disputes, product liability, employment, and environmental. Although these legal claims and legal proceedings are subject to inherent uncertainties, based on our understanding and evaluation of the relevant facts and circumstances, we believe that the ultimate outcome of these matters will not, either individually or in the aggregate, have a material adverse effect on our business, financial condition or results of operations. We may at any time determine that settling any of these matters is in our best interests, which settlement may include substantial payments. Although we cannot currently predict the specific amount of any liability that may ultimately arise with respect to any of these matters, we will 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.
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
Warranties
We generally warrant our products against certain manufacturing and other defects. These product warranties are provided for specific periods of time of the product depending on the nature of the product. As of March 31,June 30, 2018 and 2017, we have accrued $20.6$21.7 million and $25.6$24.5 million, respectively, for estimated product warranty claims included in accrued customer returns. The accrued product warranty costs are based primarily on historical experience of actual warranty claims.
The following table provides the changes in our product warranties (in thousands):
| | | Three Months Ended March 31, | | |
| | | 2018 | | | 2017 | | | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | | | | | | | | 2018 | | | 2017 | | | 2018 | | | 2017 | |
| Balance, beginning of period | | $ | 20,929 | | | $ | 24,072 | | | $ | 20,560 | | | $ | 25,609 | | | $ | 20,929 | | | $ | 24,072 | |
| Liabilities accrued for current year sales | | | 21,242 | | | | 25,730 | | | | 23,136 | | | | 25,693 | | | | 44,378 | | | | 51,423 | |
| Settlements of warranty claims | | | (21,611 | ) | | | (24,193 | ) | | | (21,991 | ) | | | (26,774 | ) | | | (43,602 | ) | | | (50,967 | ) |
| Balance, end of period | | $ | 20,560 | | | $ | 25,609 | | | $ | 21,705 | | | $ | 24,528 | | | $ | 21,705 | | | $ | 24,528 | |
| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
This Report 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 factoring 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 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. The following discussion should be read in conjunction with the unaudited consolidated financial statements, including the notes thereto, included elsewhere in this Report.
Business Overview
We are a leading independent manufacturer and distributor of replacement parts for motor vehicles in the automotive aftermarket industry with a complementary focus on heavy duty, industrial equipment and the original equipment market. We are organized into two major operating segments, each of which focuses on specific lines of replacement parts. Our Engine Management Segment manufactures and remanufactures ignition and emission parts, ignition wires, battery cables, fuel system parts and sensors 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.
We sell our products primarily to large retail chains, warehouse distributors, original equipment manufacturers and original equipment service part operations in the United States, Canada, Latin America, and Europe. 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® Echlin®, NAPA Proformer™ Mileage Plus®, NAPA Temp Products™, NAPA® Belden®, Cold Power®, DriveworksTM and ToughOne.TM
Our goal is to grow revenues and earnings and deliver returns in excess of our cost of capital by being the best-in-class, full-line, full-service supplier of premium products to the engine management and temperature control markets. Our management places significant emphasis on improving our financial performance by achieving operating efficiencies and improving asset utilization, while maintaining product quality and high customer order fill rates. We intend to continue to improve our operating efficiency, customer satisfaction and cost position by increasing cost‑effective vertical integration in key product lines through internal development and improving our cost effectiveness and competitive responsiveness to better serve our customer base, including sourcing certain products from low cost regions such as those in Asia without compromising product quality.
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 cool 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.
Inventory Management. 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.
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.
Tax Cuts and Jobs Act
In December 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which included a broad range of tax reform affecting businesses, including the reduction of the federal corporate income tax rate from 35% to 21%, changes in the deductibility of certain business expenses, and the manner in which international operations are taxed in the U.S. Reflecting the impact of the Act on our quarterly income tax provision, the effective income tax rate infor the first quarter ofthree months and six months ended June 30, 2018 was 26.2%25.5% and 25.7%, respectively, as compared to an effective income tax rate of 36.7% in38.5% and 37.7% for the first quartercomparable periods of 2017.2017, respectively.
As related to the deemed repatriation of earnings of foreign subsidiaries, the Act includes a mandatory one-time tax on accumulated earnings of foreign subsidiaries. As a result, all previously unremitted earnings for which no U.S. deferred tax liability had been accrued are now subject to U.S. tax. In accordance with the guidelines provided in the Act, in the fourth quarteras of December 31, 2017 we have aggregated the estimated untaxed foreign earnings and profits, and utilized participating exemption deductions and available foreign tax credits. The gross repatriation tax was $2.3 million, which was offset by $0.9 million of foreign tax credits in deriving an estimatedfor a net repatriation tax charge of $1.4 million. The net repatriation tax of $1.4 million repatriation tax, which was recorded in the fourth quarter of 20172017. During the second quarter of 2018, we updated our estimate of the gross repatriation tax to $2.5 million, which was paid in full to the U.S. Treasury and will be payable currently in 2018. Although we believe that the estimatewhich has been properly computed, there may be an adjustment requiredreflected in the coming quarters as the relevant authorities provide further guidance on the impacts of the Act.second quarter 2018 tax provision. Notwithstanding the U.S. taxation of these amounts, we intend to continue to invest most or all of these earnings indefinitely outside of the U.S., and do not expect to incur any significant additional taxes related to such amounts.
Interim Results of Operations:
Comparison of the Three Months Ended March 31,June 30, 2018 to the Three Months Ended March 31,June 30, 2017
Sales. Consolidated net sales for the three months ended March 31,June 30, 2018 were $261.8$286.6 million, a decrease of $20.6$26.1 million, or 7.3%8.3%, compared to $282.4$312.7 million in the same period of 2017. Consolidated net sales decreased in both our Engine Management and Temperature Control Segments.
The following table summarizes consolidated net sales by segment and by major product group within each segment for the three months ended March 31,June 30, 2018 and 2017 (in thousands):
| | | Three Months Ended March 31, | | | Three Months Ended June 30, | |
| | | 2018 | | | 2017 | | | 2018 | | | 2017 | |
| Engine Management: | | | | | | | | | | | | |
| Ignition, Emission and Fuel System Parts | | $ | 160,732 | | | $ | 165,153 | | | $ | 162,462 | | | $ | 178,105 | |
| Wire and Cable | | | 38,756 | | | | 46,161 | | | | 40,967 | | | | 45,244 | |
| Total Engine Management | | | 199,488 | | | | 211,314 | | | | 203,429 | | | | 223,349 | |
| | | | | | | | | | | | | | | | | |
Temperature Control: | | | | | | | | | | | | | | | | |
| Compressors | | | 29,898 | | | | 37,922 | | | | 46,940 | | | | 49,644 | |
| Other Climate Control Parts | | | 30,333 | | | | 32,368 | | | | 33,430 | | | | 37,747 | |
| Total Temperature Control | | | 60,231 | | | | 70,290 | | | | 80,370 | | | | 87,391 | |
| | | | | | | | | | | | | | | | | |
| All Other | | | 2,107 | | | | 774 | | | | 2,837 | | | | 1,989 | |
| | | | | | | | | | | | | | | | | |
| Total | | $ | 261,826 | | | $ | 282,378 | | | $ | 286,636 | | | $ | 312,729 | |
Engine Management’s net sales decreased $11.8$19.9 million, or 5.6%8.9%, to $199.5$203.4 million for the three months ended March 31,June 30, 2018. Net sales in the ignition, emissions and fuel systems parts product group for the three months ended March 31,June 30, 2018 were $160.7$162.5 million, a decrease of $4.4$15.6 million, or 2.7%8.8%, compared to $165.1$178.1 million in the same period of 2017. Net sales in the wire and cable product group for the three months ended March 31,June 30, 2018 were $38.8$41 million, a decrease of $7.4$4.3 million, or 16%9.5%, compared to $46.2$45.2 million in the three months ended March 31,June 30, 2017. Engine Management’s decrease in net sales for the firstsecond quarter of 2018 compared to the same period in 2017 reflects the impact of a strong firstsecond quarter in 2017 driven by pipeline orders from certain customers, who were in the process of increasing the breadth and depth of their inventories. In addition, Engine Management’s year-over-year decrease in net sales reflects the impact of the generalgradual decline in our wire and cable business, which is an older technology used on fewer cars, and due to the product lifecycle which will continue to reduce overall Engine Management net sales. Overall,Excluding the impact of the prior year pipeline orders and the decline in the wire and cable business, our customers reported a sales increase in Engine Management business experienced increases in the low single digits, during the three months ended March 31, 2018, in line with our long-term forecasts.long term forecast for the division. Furthermore, our customers are reporting increases in Engine Management sell-through, showing sequential improvement over the last few quarters.
Temperature Control’s net sales decreased $10.1$7 million, or 14.3%8%, to $60.2$80.4 million for the three months ended March 31,June 30, 2018. Net sales in the compressors product group for the three months ended March 31,June 30, 2018 were $29.9$46.9 million, a decrease of $8$2.7 million, or 21.2%5.4%, compared to $37.9$49.6 million in the same period of 2017. Net sales in the other climate control parts product group for the three months ended March 31,June 30, 2018 were $30.3$33.4 million, a decrease of $2.1$4.3 million, or 6.3%11.4%, compared to $32.4$37.7 million in the three months ended March 31,June 30, 2017. Temperature Control’s decrease in net sales for the for firstsecond quarter of 2018 compared to the same period in 2017 reflects the impact of a very strong first quarter in 2017 as our customers rebuilt their inventories after a hot 2016 summer season, as compared to a mild 2017 summer leaving our customers with higher than normal inventory levels going into 2018.2018, and a cool early spring. As such, 2018 pre-season orders were significantly lower than 2017. OurHowever, in mid-May, the weather finally turned warm, and we began to see a large influx of orders in June. A portion of these were shipped in June, with the balance carrying over into July. Due to the continuing warm weather, our customers are experiencing substantial POS increases over 2017. As such, incoming business remains robust, and we anticipate healthy Temperature Control net sales forin the balance of the year will be dependent on how warm a summer season we experience.third quarter.
Gross Margins. Gross margins, as a percentage of consolidated net sales, decreased to 27.7%28.4% in the firstsecond quarter of 2018, compared to 29.8%29% in the firstsecond quarter of 2017. The following table summarizes gross margins by segment for the three months ended March 31,June 30, 2018 and 2017, respectively (in thousands):
Three Months Ended March 31, | | Engine Management | | | Temperature Control | | | Other | | | Total | | |
Three Months Ended June 30, | | | Engine Management | | | Temperature Control | | | Other | | | Total | |
2018 | | | | | | | | | | | | | | | | | | | | | | | | |
| Net sales | | $ | 199,488 | | | $ | 60,231 | | | $ | 2,107 | | | $ | 261,826 | | | $ | 203,429 | | | $ | 80,370 | | | $ | 2,837 | | | $ | 286,636 | |
| Gross margins | | | 56,470 | | | | 13,667 | | | | 2,452 | | | | 72,589 | | | | 57,782 | | | | 20,800 | | | | 2,707 | | | | 81,289 | |
| Gross margin percentage | | | 28.3 | % | | | 22.7 | % | | | — | | | | 27.7 | % | | | 28.4 | % | | | 25.9 | % | | | — | | | | 28.4 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net sales | | $ | 211,314 | | | $ | 70,290 | | | $ | 774 | | | $ | 282,378 | | | $ | 223,349 | | | $ | 87,391 | | | $ | 1,989 | | | $ | 312,729 | |
| Gross margins | | | 64,124 | | | | 17,707 | | | | 2,279 | | | | 84,110 | | | | 65,599 | | | | 23,111 | | | | 1,956 | | | | 90,666 | |
| Gross margin percentage | | | 30.3 | % | | | 25.2 | % | | | — | | | | 29.8 | % | | | 29.4 | % | | | 26.4 | % | | | — | | | | 29 | % |
Compared to the first three monthssecond quarter of 2017, gross margins at Engine Management decreased 21 percentage points from 30.3%29.4% to 28.3%28.4%, while gross margins at Temperature Control decreased 2.50.5 percentage points from 25.2%26.4% to 22.7%25.9%. The gross margin percentage decrease in Engine Management compared to the prior year reflects a year-over-year increase in inefficiencies and redundant costs incurred during our various planned production moves, as well as the lowera decline in production volumes. The gross margin percentage decrease in Temperature Control compared to the prior year resulted primarily from lower production volumes following a mild 2017 summer season, resulting in lower customer pre-season orders in the first three months of 2018.season.
Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) increased slightly to $57.7were $57.8 million, or 22%20.1% of consolidated net sales, in the firstsecond quarter of 2018, as compared to $57.4$60.3 million, or 20.3%19.3% of consolidated net sales, in the firstsecond quarter of 2017. The $2.5 million decrease in SG&A expenses were essentially flat whenas compared to the firstsecond quarter of 2017 as the higher costs incurred in our accounts receivable factoring program were offset byis principally due to lower selling and marketing expenses, and lower other general and administrative expenses. The higher costs incurredwhich are associated with our decline in our accounts receivable factoring program reflect the impact of higher discount fees resulting from the year-over-year increase in interest rates.sales volumes.
Restructuring and Integration Expenses. Restructuring and integration expenses for the first three monthssecond quarter of 2018 were $2.8$0.2 million compared to restructuring and integration expenses of $1.5$1.2 million for the first three monthssecond quarter of 2017. RestructuringThe $1 million year-over-year decrease in restructuring and integration expenses relate toreflects the impact of lower expenses incurred in connection with the plant rationalization program that commenced in February 2016, the wire and cable relocation program announced in October 2016, and the Orlando plant rationalization program that commenced in January 2017. The year-over-year increase in restructuring and integration expenses in the first three months2017, all of 2018 compared to the first three months of 2017 reflects the impact of higher expenses incurred in wire and cable relocation program and the Orlando plant rationalization program, which more than offset the lower expenses incurred in the plant rationalization program. The plant rationalization program iswere substantially completed as of March 31, 2018. We anticipate that the remaining programs will be completed by the end of the second half ofJune 30, 2018.
Other Income, Net. Other income, net was $42,000 in the second quarter of 2018, compared to $0.3 million in both the firstsecond quarter of 2018 and 2017. During the firstsecond quarter of 2018 and 2017, we recognized a deferred gain of $0.2 million and $0.3 million respectively, 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 decreased to $12.3$23.4 million in the firstsecond quarter of 2018, compared to $25.5$29.4 million in the firstsecond quarter of 2017. The year-over-year decrease in operating income of $13.2$6 million is the result of the impact of lower consolidated net sales and lower gross margins as a percentage of consolidated net sales, higherwhich more than offset the impact of lower SG&A expenses and lower restructuring and integration expenses, and slightly higher SG&A expenses.
Other Non-Operating Income, Net.Other non-operating expense,income, net was $31,000$0.5 million in the firstsecond quarter of 2018, compared to other non-operating income, net of $0.8$1 million in the firstsecond quarter of 2017. The year-over-year decline in other non-operating income, (expense), net resultsresulted primarily from lower year-over-year equity income from our joint ventures. ventures, the unfavorable impact of changes in foreign currency exchange rates, and the year-over-year decline in the actuarial net gain related to our postretirement medical benefit plans. Our postretirement medical benefit plans to substantially all eligible U.S. and Canadian employees terminated on December 31, 2016.
Interest Expense. Interest expense increased to $0.6$1.3 million in the firstsecond quarter of 2018, compared to $0.5$0.7 million in the same periodsecond quarter of 2017. The year-over-year increase in interest expense reflects the impact of both higher average outstanding borrowings in 2018 when compared to 2017, and higher year-over-year average interest rates on our revolving credit facility.
Income Tax Provision. The income tax provision in the firstsecond quarter of 2018 was $3$5.8 million at an effective tax rate of 26.2%25.5% compared to $9.5$11.4 million at an effective tax rate of 36.7%38.5% for the same period in 2017. The lower effective tax rate in the firstsecond quarter of 2018 compared to the firstsecond quarter of 2017 reflects the impact of the Tax Cuts and Jobs Act enacted in the U.S. in December 2017, which included a broad range of tax reform affecting businesses, including the reduction of the federal corporate tax rate from 35% to 21%, changes in the deductibility of certain business expenses, and the manner in which international operations are taxed in the U.S.
Loss from Discontinued Operations. Loss from discontinued operations, net of tax, reflects legal expenses associated with our asbestos relatedasbestos-related liability. We recorded $0.9 million and $0.5 million as a $0.6 million loss from discontinued operations for the second quarter of 2018 and 2017, respectively. As discussed more fully in Note 16, “Commitments and Contingencies” in the notes to our consolidated financial statements (unaudited), we are responsible for certain future liabilities relating to alleged exposure to asbestos containing products.
Comparison of the Six Months Ended June 30, 2018 to the Six Months Ended June 30, 2017
Sales. Consolidated net sales for the six months ended June 30, 2018 were $548.5 million, a decrease of $46.6 million, or 7.8%, compared to $595.1 million in the same period of 2017. Consolidated net sales decreased in both our Engine Management and Temperature Control Segments.
The following table summarizes consolidated net sales by segment and by major product group within each segment for the six months ended June 30, 2018 and 2017 (in thousands):
| | | Six Months Ended June 30, | |
| | | 2018 | | | 2017 | |
| Engine Management: | | | | | | |
| Ignition, Emission and Fuel System Parts | | $ | 323,539 | | | $ | 343,258 | |
| Wire and Cable | | | 79,378 | | | | 91,405 | |
| Total Engine Management | | | 402,917 | | | | 434,663 | |
| | | | | | | | | |
| Temperature Control: | | | | | | | | |
| Compressors | | | 76,838 | | | | 87,545 | |
| Other Climate Control Parts | | | 63,763 | | | | 70,136 | |
| Total Temperature Control | | | 140,601 | | | | 157,681 | |
| | | | | | | | | |
| All Other | | | 4,944 | | | | 2,763 | |
| | | | | | | | | |
| Total | | $ | 548,462 | | | $ | 595,107 | |
Engine Management’s net sales decreased $31.7 million, or 7.3%, to $402.9 million for the first six months of 2018. Net sales in the ignition, emissions and fuel systems parts product group for the six months ended June 30, 2018 were $323.5 million, a decrease of $19.8 million, or 5.8%, compared to $343.3 million in the same period of 2017. Net sales in the wire and cable product group for the six months ended June 30, 2018 were $79.4 million, a decrease of $12 million, or 13.2%, compared to $91.4 million in the first six months of 2017. Engine Management’s decrease in net sales for the first six months of 2018 compared to the same period in 2017 reflects the impact of the strong first six months of 2017 driven by pipeline orders from certain customers, who were in the process of increasing the breadth and depth of their inventories. In addition, Engine Management’s year-over-year decrease in net sales reflects the impact of the gradual decline in our wire and cable business, which is an older technology used on fewer cars, and due to the product lifecycle will continue to reduce overall Engine Management net sales. Excluding the impact of the prior year pipeline orders and the decline in the wire and cable business, our Engine Management business experienced increases in the low single digits, in line with our long term forecast for the division. Furthermore, our customers are reporting increases in Engine Management sell-through, showing sequential improvement over the last few quarters.
Temperature Control’s net sales decreased $17.1 million, or 10.8%, to $140.6 million for the first six months of 2018. Net sales in the compressors product group for the six months ended June 30, 2018 were $76.8 million, a decrease of $10.7 million, or 12.2%, compared to $87.5 million in the same period of 2017. Net sales in the other climate control parts product group for the six months ended June 30, 2018 were $63.8 million, a decrease of $6.3 million, or 9%, compared to $70.1 million in the first six months of 2017. Temperature Control’s decrease in net sales for the first six months of 2018 compared to the same period in 2017 reflects the impact of a mild 2017 summer leaving our customers with higher than normal inventory levels going into 2018, and a cool early spring. As such, 2018 pre-season orders were significantly lower than 2017. However, in mid-May, the weather finally turned warm, and we began to see a large influx of orders in June. A portion of these were shipped in June, with the balance carrying over into July. Due to the continuing warm weather, our customers are experiencing substantial POS increases over 2017. As such, incoming business remains robust, and we anticipate healthy Temperature Control sales in the third quarter.
Gross Margins. Gross margins, as a percentage of consolidated net sales, decreased to 28.1% in the first six months of 2018, compared to 29.4% during the same period in 2017. The following table summarizes gross margins by segment for the six months ended June 30, 2018 and 2017, respectively (in thousands):
Six Months Ended June 30, | | Engine Management | | | Temperature Control | | | Other | | | Total | |
2018 | | | | | | | | | | | | |
| Net sales | | $ | 402,917 | | | $ | 140,601 | | | $ | 4,944 | | | $ | 548,462 | |
| Gross margins | | | 114,252 | | | | 34,467 | | | | 5,159 | | | | 153,878 | |
| Gross margin percentage | | | 28.4 | % | | | 24.5 | % | | | — | | | | 28.1 | % |
| | | | | | | | | | | | | | | | | |
2017 | | | | | | | | | | | | | | | | |
| Net sales | | $ | 434,663 | | | $ | 157,681 | | | $ | 2,763 | | | $ | 595,107 | |
| Gross margins | | | 129,723 | | | | 40,818 | | | | 4,235 | | | | 174,776 | |
| Gross margin percentage | | | 29.8 | % | | | 25.9 | % | | | — | | | | 29.4 | % |
Compared to the first six months of 2017, gross margins at Engine Management decreased 1.4 percentage points from 29.8% to 28.4%, and gross margins at Temperature Control decreased 1.4 percentage points from 25.9% to 24.5%. The gross margin percentage decrease in Engine Management compared to the prior year reflects a year-over-year increase in inefficiencies and redundant costs incurred during our various planned production moves, as well as the lower production volumes. The gross margin percentage decrease in Temperature Control compared to the prior year resulted primarily from lower production volumes following a mild 2017 summer season.
Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) decreased to $115.5 million, or 21.1% of consolidated net sales, in the six months ended June 30, 2018, as compared to $117.8 million, or 19.8% of consolidated net sales, in the same period of 2017. The $2.3 million decrease in SG&A expenses as compared to the first six months of 2017 is principally due to lower selling and marketing expenses which are associated with our decline in sales volumes.
Restructuring and Integration Expenses. Restructuring and integration expenses for the six months ended June 30, 2018 were $3.1 million compared to restructuring and integration expenses of $2.8 million in the same period of 2017. The year-over-year increase in restructuring and integration expenses in the first six months of 2018 compared to the first six months of 2017 reflects the impact of higher expenses incurred in wire and cable relocation program announced in October 2016 and the Orlando plant rationalization program that commenced in January 2017, which more than offset the lower expenses incurred in the plant rationalization program that commenced in February 2016. All of the restructuring and integration programs were substantially completed as of June 30, 2018.
Other Income, Net. Other income, net was $0.3 million and $0.6 million in the six months ended June 30, 2018 and 2017, respectively. During 2018 and 2017, we recognized $0.2 million and $0.5 million, respectively, of 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 $35.7 million in the first six months of 2018, compared to $54.9 million for the same period in 2017. The year-over-year decrease in operating income of $19.2 million is the result of lower consolidated net sales, lower gross margins as a percentage of consolidated net sales, slightly higher restructuring and integration expenses, which more than offset the impact of lower SG&A expenses.
Other Non-Operating Income, Net. Other non-operating income, net was $0.4 million in the first six months of 2018, compared to other non-operating income, net of $1.9 million in the first six months of 2017. The year-over-year decline in other non-operating income, net resulted primarily from lower year-over-year equity income from our joint ventures, the unfavorable impact of changes in foreign currency exchange rates, and the year-over-year decline in the actuarial net gain related to our postretirement medical benefit plans. Our postretirement medical benefit plans to substantially all eligible U.S. and Canadian employees terminated on December 31, 2016.
Interest Expense. Interest expense increased to $1.9 million in the first six months of 2018, compared to $1.2 million for the same period in 2017. The year-over-year increase reflects the impact of both higher average outstanding borrowings during the first six months of 2018 when compared to the same period in 2017, and the higher year-over-year average interest rates on our revolving credit facility.
Income Tax Provision. The income tax provision for the six months ended June 30, 2018 was $8.8 million at an effective tax rate of 25.7%, compared to $20.9 million at an effective tax rate of 37.7% for the same period in 2017. The lower effective tax rate in the first six months of 2018 compared to the first six months of 2017 reflects the impact of the Tax Cuts and Jobs Act enacted in the U.S. in December 2017, which included a broad range of tax reform affecting businesses, including the reduction of the federal corporate tax rate from 35% to 21%, changes in the deductibility of certain business expenses, and the manner in which international operations are taxed in the U.S.
Loss from Discontinued Operations. Loss from discontinued operations, net of tax, reflects legal expenses associated with our asbestos-related liability. We recorded $1.5 million and $1.1 million as a loss from discontinued operations for the six months ended June 30, 2018 and 2017, respectively. As discussed more fully in Note 16, “Commitments and Contingencies” in the notes to our consolidated financial statements (unaudited), we are responsible for certain future liabilities relating to alleged exposure to asbestos containing products.
Restructuring and Integration Programs
Plant Rationalization Program
In February 2016, in connection with our ongoing efforts to improve operating efficiencies and reduce costs, we finalized our intention to implement a plant rationalization initiative. As part of the plant rationalization, all of our Grapevine, Texas production activities have been relocated to facilities in Greenville, South Carolina and Reynosa, Mexico, and certain production activities were relocated from our Greenville, South Carolina manufacturing facility to our manufacturing facility in Bialystok, Poland. In addition, certain service functions were relocated from Grapevine, Texas to our administrative offices in Lewisville, Texas and our Grapevine, Texas facility was closed. As of March 31,June 30, 2018, the plant rationalization program isthat commenced in February 2016, the wire and cable relocation program announced in October 2016, and the Orlando plant rationalization program that commenced in January 2017 are all substantially completed.
Wire and Cable Relocation
In connection with our acquisition of the North American automotive ignition wire business of General Cable Corporation in May 2016, we incurred certain integration expenses, including costs incurred in connection with the consolidation of the General Cable Corporation Altoona, Pennsylvania wire distribution center into our existing wire distribution center in Edwardsville, Kansas and the relocation of certain machinery and equipment. In October 2016, we further announced our plan to relocate all production from the acquired Nogales, Mexico wire set assembly operation to our existing wire assembly facility in Reynosa, Mexico and to close the Nogales, Mexico plant.
The following table summarizes the Wire and Cable Relocation Program’s current forecast estimate through the end of the program, and the amounts incurred through March 31, 2018:
| | | Forecast | | | Amounts Incurred Through March 31, 2018 | |
| | | (In thousands) | |
| Restructuring and integration expense | | $ | 4,000 | | | $ | 3,831 | |
| Capital expenditures | | | 700 | | | | 550 | |
| Temporary incremental operating expense | | | 7,300 | | | | 6,806 | |
| Total | | $ | 12,000 | | | $ | 11,187 | |
Temporary incremental operating expense consists of labor and overhead inefficiencies during the program resulting from running duplicate facilities.
Orlando Plant Rationalization Program
In January 2017, to further our ongoing efforts to improve operating efficiencies and reduce costs, we finalized our intention to implement a plant rationalization initiative at our Orlando, Florida facility. As part of the plant rationalization, we will relocate production activities from our Orlando, Florida manufacturing facility to Independence, Kansas, and close our Orlando, Florida facility. In addition, certain production activities will be relocated from our Independence, Kansas manufacturing facility to our manufacturing facility in Reynosa, Mexico. The following table summarizes the Plant Rationalization Program’s current forecast estimate through the end of the program, and the amounts incurred through March 31, 2018:
| | | Forecast | | | Amounts Incurred Through March 31, 2018 | |
| | | (In thousands) | |
| Restructuring and integration expense | | $ | 3,300 | | | $ | 3,229 | |
| Capital expenditures | | | 700 | | | | 586 | |
| Temporary incremental operating expense | | | 800 | | | | 745 | |
| Total | | $ | 4,800 | | | $ | 4,560 | |
Temporary incremental operating expense consists of labor and overhead inefficiencies during the program resulting from running duplicate facilities.
For a detailed discussion on the restructuring and integration costs, see Note 5, “Restructuring and Integration Expenses,” of the notes to our consolidated financial statements (unaudited).
Liquidity and Capital Resources
Operating Activities. During the first threesix months of 2018, cash used inprovided by operating activities was $6.2$4.2 million compared to cash used in operating activities of $26.9$6.8 million in the same period of 2017. The decrease in cash usedyear-over-year increase in operating activities resultedcash flow is primarily fromthe result of the smaller year-over-year increase in accounts receivable, and the smaller year-over-year increase in inventories, partially offset, in part, by athe decrease in net earnings, a smallerand the larger year-over-year increase in accounts payable, a largerprepaid expenses and other current assets, and the year-over-year decrease in sundry payables and accrued expenses compared the year-over-year increase in sundry payables and a smaller year-over-year decreaseaccrued expenses in prepaid expenses and other current assets.the same period of 2017.
Net earnings during the first quartersix months of 2018 were $8$23.9 million compared to $15.7$33.5 million in the first quartersix months of 2017. During the first threesix months of 2018, (1) the increase in accounts receivable was $20.4$34.5 million compared to the year-over-year increase in accounts receivable of $45.3$53.1 million in 2017; (2) the increase in inventories was $3.4$6.7 million compared to the year-over-year increase in inventories of $19.3$27 million in 2017; (3) the decreaseincrease in prepaid expenses and other current assets was $1.6$3 million compared to the year-over-year decreaseincrease in prepaid expenses and other current assets of $2.1 million in 2017; (4) the increase in accounts payable was $10.7 million compared to the year-over-year increase in accounts payable of $13.7$0.9 million in 2017; and (5)(4) the decrease in sundry payables and accrued expenses was $13$9.1 million compared to the year-over-year decreaseincrease in sundry payables and accrued expenses of $2.3$5.7 million in 2017. We continue to actively manage our working capital to maximize our operating cash flow.
Investing Activities. Cash used in investing activities was $13.4$19.9 million in the first threesix months of 2018, compared to $3.2$8.8 million in the same period of 2017. Investing activities during the first quartersix months of 2018 consisted of (1) the payment of the third and final contribution of $5.8 million for our November 2017 acquisition of a 50% interest in a joint venture with Foshan Guangdong Automotive Air Conditioning Co., Ltd., a China-based manufacturer of air conditioning compressors for the automotive aftermarket and the Chinese OE market; (2) the payment of the first installmentinitial installments of $0.7$2.8 million for our 15% increase in equity ownership in an joint venture with Gwo Yng Enterprise Co., Ltd., a China-based manufacturer of air conditioner accumulators, filter driers, hose assemblies and switches for the automotive aftermarket and OEM/OES markets; and (3) capital expenditures of $6.9$11.3 million. Investing activities during the first quartersix months of 2017 consisted of capital expenditures of $3.2$8.8 million.
Financing Activities. Cash provided by financing activities was $28$17.2 million in the first threesix months of 2018 as compared to $25.3$11.8 million in the same period of 2017. During the first threesix months of 2018, (1) we increased borrowings under our revolving credit facility by $33$31.5 million as compared to the increase in borrowings under our revolving credit facility of $27.2$24.1 million in 2017; (2) we made cash payments in the first threesix months of 2018 for the repurchase of shares of our common stock of $3.2$7.6 million as compared to $1.3$5.2 million in 2017; and (3) we paid dividends of $4.7$9.4 million in the first threesix months of 2018 as compared to $4.3$8.7 million in the comparable period last year. In February 2018, our Board of Directors voted to increase our quarterly dividend from $0.19 per share in 2017 to $0.21 per share in 2018.
In October 2015, we entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as agent, and a syndicate of lenders 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 a maturity date in October 2020. The line of credit under the 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 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 credit agreement is guaranteed by certain of our subsidiaries and secured by certain of our assets.
Borrowings under the 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 credit agreement is based on a formula of eligible accounts receivable, eligible inventory, eligible equipment and eligible fixed assets. After taking into account outstanding borrowings under the credit agreement, there was an additional $120.8$158.3 million available for us to borrow pursuant to the formula at March 31,June 30, 2018. Outstanding borrowings under the credit agreements, which are classified as current liabilities, were $90$88.5 million and $57 million at March 31,June 30, 2018 and December 31, 2017, respectively. Borrowings under the restated credit agreement have been classified as current liabilities based upon the accounting rules and certain provisions in the agreement.
At March 31,June 30, 2018, the weighted average interest rate on our credit agreement was 3%3.5%, which consisted of $90$80 million in direct borrowings.borrowings at 3.3% and an alternative base rate loan of $8.5 million at 5.3%. At December 31, 2017, the weighted average interest rate on our credit agreement was 2.7%, which consisted of $57 million in direct borrowings. During the threesix months ended March 31,June 30, 2018, our average daily alternative base rate loan balance was $1.2$1.9 million, compared to a balance of $6.2$5.2 million for the threesix months ended March 31,June 30, 2017 and our average daily alternative base rate loan balance of $3.8 million for the year ended December 31, 2017.
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 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 March 31,June 30, 2018, we were not subject to these covenants. The 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 credit agreement also permits acquisitions, permissible debt financing, capital expenditures, and cash dividend payments and stock repurchases of greater than $20 million.
In December 2017, our Polish subsidiary, SMP Poland sp.z.o.o., entered into an overdraft facility with HSBC Bank Polska S.A. (“HSBC Poland”) for Zloty 30 million (approximately $8.8$8 million). The facility expires on December 2018. Borrowings under the overdraft facility will bear interest at a rate equal to WIBOR + 0.75% and are guaranteed by Standard Motor Products, Inc., the ultimate parent company. At March 31,June 30, 2018, borrowings under the overdraft facility were Zloty 19.819.1 million (approximately $5.8$5.1 million).
In order to reduce our accounts receivable balances and improve our cash flow, we sell undivided interests in certain of our receivables to financial institutions. We enter these agreements at our discretion when we determine that the cost of factoring 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 $157.5$184.1 million and $179.7$341.6 million of receivables during the three months and six months ended MarchJune 31, 30, 2018, respectively, and 2017, respectively.$224.3 million and $404.1 million for the comparable periods in 2017. A charge in the amount of $5.4$6.3 million and $5.2$11.7 million related to the sale of receivables is included in selling, general and administrative expense in our consolidated statements of operations for the three months and six months ended March 31,June 30, 2018, respectively, and 2017, respectively.$6.4 million and $11.6 million for the comparable periods in 2017. If we do not enter into these arrangements or if any of the financial institutions with which we enter into these arrangements were to experience financial difficulties or otherwise terminate these arrangements, 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.
During 2017, our Board of Directors authorized the purchase of up to $30 million of our common stock under stock repurchase programs. Under these programs, during the year ended December 31, 2017 and the three months ended March 31, 2018, we repurchased 539,760 and 61,756 shares of our common stock, respectively, at a total cost of $24.8 million and $2.9 million, respectively. Additionally, in April 2018 and May 2018, we repurchased 20,900 and 29,651 shares of our common stock, respectively, at a total cost of $1 million and $1.3 million, respectively, thereby completing the 2017 Board of Directors’ authorizations.
In May 2018, our Board of Directors authorized the purchase of up to an additional $20 million of our common stock under a new stock repurchase program. Stock will be purchased from time to time, in the open market or through private transactions, as market conditions warrant. Under these programs, during the year ended December 31, 2017,this program, in May 2018 and June 2018, we repurchased 539,76029,604 and 16,360 shares of our common stock, respectively, at a total cost of $24.8 million. Additionally, during the three months ended March 31, 2018, we repurchased 61,756 shares of our common stock under the programs at a total cost of $2.9 million.$1.3 million and $0.8 million, respectively. As of March 31,June 30, 2018, there was approximately $2.3$17.9 million available for future stock repurchases under the programs. In Aprilprogram. During the period from July 1, 2018 through July 27, 2018, we repurchased an additional 1720,900,390 shares of our common stock under the programsprogram at a total cost of $10.8 million, thereby reducing the amount available for future stock repurchases under the 2018 Board of Directors authorizationsauthorization to $1.317.1 million.
In February 2016, in connection with our ongoing efforts to improve operating efficiencies and reduce costs, we finalized our intention to implement a plant rationalization initiative. As part of the plant rationalization, all of our Grapevine, Texas production activities have been relocated to facilities in Greenville, South Carolina and Reynosa, Mexico, and certain production activities were relocated from our Greenville, South Carolina manufacturing facility to our manufacturing facility in Bialystok, Poland. In addition, certain service functions were relocated from Grapevine, Texas to our administrative offices in Lewisville, Texas and our Grapevine, Texas facility was closed. As of March 31, 2018, the plant rationalization program is substantially completed.
In connection with our acquisition of the North American automotive ignition wire business of General Cable Corporation in May 2016, we incurred certain integration expenses, including costs incurred in connection with the consolidation of the General Cable Corporation Altoona, Pennsylvania wire distribution center into our existing wire distribution center in Edwardsville, Kansas and the relocation of certain machinery and equipment. In October 2016, we further announced our plan to relocate all production from the acquired Nogales, Mexico wire set assembly operation to our existing wire assembly facility in Reynosa, Mexico and to close the Nogales, Mexico plant. One-time plant rationalization costs related to the program of approximately $12 million are expected to be incurred, consisting of restructuring and integration expenses of approximately $4 million related to employee severance and relocation of certain machinery and equipment; capital expenditures of approximately $0.7 million; and temporary incremental operating expenses of approximately $7.3 million, which consists of labor and overhead inefficiencies during the program resulting from running duplicate facilities. Substantially all of the one-time rationalization costs are expected to result in future cash expenditures and will be recognized throughout the program. As of March 31, 2018, cash expenditures of approximately $10.8 million have been made related to the program. We anticipate that the wire and cable relocation program will be completed by the end of the second half of 2018.
In January 2017, to further our ongoing efforts to improve operating efficiencies and reduce costs, we finalized our intention to implement a plant rationalization initiative at our Orlando, Florida facility. As part of the plant rationalization, we will relocate production activities from our Orlando, Florida manufacturing facility to Independence, Kansas, and close our Orlando, Florida facility. In addition, certain production activities will be relocated from our Independence, Kansas manufacturing facility to our manufacturing facility in Reynosa, Mexico. One-time plant rationalization costs related to the program of approximately $4.8 million are expected to be incurred, consisting of restructuring and integration expenses of approximately $3.3 million related to employee severance and relocation of certain machinery and equipment; capital expenditures of approximately $0.7 million; and temporary incremental operating expenses of approximately $0.8 million, which consists of labor and overhead inefficiencies during the program resulting from running duplicate facilities. Substantially all of the one-time rationalization costs are expected to result in future cash expenditures and will be recognized throughout the program. As of March 31, 2018, cash expenditures of approximately $3.6 million have been made related to the program. We anticipate that the Orlando plant rationalization program will be completed by the end of the second half of 2018.
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. For further information regarding the risks of our business, please refer to the Risk Factors section of our Annual Report on Form 10-K for the year ending December 31, 2017.
The following table summarizes our contractual commitments as of March 31,June 30, 2018 and expiration dates of commitments through 20262028 (a) (b):
(In thousands) | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | | 2023-2028 | | | Total | |
| Lease obligations | | $ | 4,743 | | | $ | 8,078 | | | $ | 6,990 | | | $ | 6,355 | | | $ | 5,364 | | | $ | 3,932 | | | $ | 35,462 | |
| Postretirement benefits | | | 317 | | | | 39 | | | | 36 | | | | 32 | | | | 29 | | | | 101 | | | | 554 | |
| Severance payments related to restructuring and integration | | | 512 | | | | 413 | | | | 183 | | | | 72 | | | | 2 | | | | — | | | | 1,182 | |
| Total commitments | | $ | 5,572 | | | $ | 8,530 | | | $ | 7,209 | | | $ | 6,459 | | | $ | 5,395 | | | $ | 4,033 | | | $ | 37,198 | |
(In thousands) | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | | 2023- 2026 | | | Total | |
| Lease obligations | | $ | 7,114 | | | $ | 8,078 | | | $ | 6,990 | | | $ | 6,355 | | | $ | 5,364 | | | $ | 3,932 | | | $ | 37,833 | |
| Postretirement benefits | | | 330 | | | | 42 | | | | 38 | | | | 33 | | | | 29 | | | | 91 | | | | 563 | |
| Severance payments related to restructuring and integration | | | 1,415 | | | | 405 | | | | 170 | | | | 71 | | | | 2 | | | | — | | | | 2,063 | |
| Total commitments | | $ | 8,859 | | | $ | 8,525 | | | $ | 7,198 | | | $ | 6,459 | | | $ | 5,395 | | | $ | 4,023 | | | $ | 40,459 | |
| (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 March 31,June 30, 2018, amounts outstanding under our revolving credit facilities were $90$88.5 million. |
| (b) | We anticipate total aggregate future severance payments of approximately $2.1$1.2 million related to the plant rationalization program, the wire and cable relocation program and the Orlando plant rationalization program. All programs are expected to besubstantially completed by the endas of the second half ofJune 30, 2018. |
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. There have been no material changes to our critical accounting policies and estimates from the information provided in Note 1 of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2017, except for changes made as a result of the adoption of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, described under the heading, “Recently Issued Accounting Pronouncements” in Note 2 and in Note 3, “Net Sales,” of the notes to our consolidated financial statements (unaudited).
You should be aware that preparation of our consolidated quarterly financial statements in this Report requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, the 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 assurances 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. The amount of consideration we receive and revenue we recognize depends on the marketing incentives, product warranty and 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, or at period end when we estimate and recognize revenue for 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, significant management judgments and estimates must be made and used in estimating sales returns and allowances relating to revenue recognized in any accounting period.
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 estimate 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 to us based upon customer warranty and overstock arrangements within customer specific limits. At the time products are sold, we accrue a liability for product warranties and overstock returns and record as unrecorded customer inventory our estimate of anticipated customer returns. Estimates are based upon historical information on the nature, frequency and probability of the customer return. Unreturned core, warranty and overstock customer inventory is recorded at standard cost. Revision to these estimates is made when necessary, based upon changes in these factors. We regularly study trends of such claims.
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 March 31,June 30, 2018, the allowance for sales returns was $43$42.5 million.
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 March 31,June 30, 2018, the allowance for doubtful accounts and for discounts was $5.2$5.5 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 Standard Motor Products inventory commonly referred to as a stocklift. New customer acquisition costs are recorded as a reduction to revenue when incurred.
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 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 million as of March 31,June 30, 2018 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.
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 of March 31,June 30, 2018, we do 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.
Valuation of Long‑Lived and Intangible Assets and Goodwill. At acquisition, we estimate and record the fair value of purchased intangible assets, which primarily consists 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‑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, identifiable intangible assets having indefinite lives are reviewed for impairment on an annual basis using a methodology consistent 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‑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.
Postretirement Medical Benefits. Each year, we calculate the costs of providing retiree benefits under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 712, Nonretirement Postemployment Benefits.Benefits. The determination of postretirement plan obligations and their associated costs requires the use of actuarial computations to estimate participant plan benefits the employees will be entitled to. The key assumptions used in making these calculations are the eligibility criteria of participants and the discount rate used to value the future obligation. The discount rate reflects the yields available on high-quality, fixed-rate debt securities.
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 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 with our accounting policy, our most recent actuarial study as of August 31, 2017 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. 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 loss from discontinued operations in the accompanying statement of operations. In addition, according to the updated study, future legal costs, which are expensed as incurred and reported in 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. We will continue to perform an annual actuarial analysis during the third quarter of each year for the foreseeable future. Based on this analysis 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.
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 2, “Summary of Significant Accounting Policies” of the notes to our consolidated financial statements (unaudited).
| QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Quantitative and Qualitative Disclosure 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 March 31,June 30, 2018, we do 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 March 31,June 30, 2018 and December 31, 2017, 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 March 31,June 30, 2018 and December 31, 2017.
In addition, from time to time, we sell undivided interests in certain of our receivables to financial institutions. We enter these agreements at our discretion when we determine that the cost of factoring is less than the cost of servicing our receivables with existing debt. During the three months and six months ended March 31,June 30, 2018, we sold $157.5$184.1 million and $341.6 million of receivables.receivables, respectively. 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 $1.6$1.8 million and $3.4 million negative impact on our earnings or cash flows during the three months and six months ended March 31, 2018.June 30, 2018, respectively. The charge related to the sale of receivables is included in selling, general and administrative expenses in our consolidated statements of operations.
Other than the aforementioned, there have been no significant changes to the information presented in Item 7A (Market Risk) of our Annual Report on Form 10-K for the year ended December 31, 2017.
| (a) | Evaluation of Disclosure Controls and Procedures. |
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, as of the end of the period covered by this Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.
| (b) | Changes in Internal Control Over Financial Reporting. |
During the quarter ended March 31,June 30, 2018, we have not made any changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, other than the changes implemented to our processes and controls related to the adoption on January 1, 2018 of ASU 2014-09, Revenue from Contracts with Customers.reporting.
We review, document and test our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control – Integrated Framework. We may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business. These efforts may lead to various changes in our internal control over financial reporting.
PART II – OTHER INFORMATION
The information required by this Item is incorporated herein by reference to the information set forth in Item 1, “Consolidated Financial Statements” of this Report under the captions “Asbestos” and “Other Litigation” appearing in Note 16, “Commitments and Contingencies,” of the notes to our consolidated financial statements (unaudited).
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
The following table provides information relating to the Company’s purchases of its common stock for the firstsecond quarter of 2018:
| 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) | |
| | | | | | | | | | | | | |
| January 1 – 31, 2018 | | | 23,756 | | | $ | 46.18 | | | | 23,756 | | | $ | 4,124,435 | |
| February 1 – 28, 2018 | | | 17,000 | | | | 47.97 | | | | 17,000 | | | | 3,308,953 | |
| March 1 – 31, 2018 | | | 21,000 | | | | 47.59 | | | | 21,000 | | | | 2,309,600 | |
| Total | | | 61,756 | | | $ | 47.15 | | | | 61,756 | | | $ | 2,309,600 | |
| 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) | |
| | | | | | | | | | | | | |
| April 1 – 30, 2018 | | | 20,900 | | | $ | 47.96 | | | | 20,900 | | | $ | 1,307,351 | |
| May 1 – 31, 2018 | | | 59,255 | | | | 44.34 | | | | 59,255 | | | | 18,679,954 | |
| June 1 – 30, 2018 | | | 16,360 | | | | 47.87 | | | | 16,360 | | | | 17,896,821 | |
| Total | | | 96,515 | | | $ | 45.72 | | | | 96,515 | | | $ | 17,896,821 | |
| (1) | All shares were purchased through the publicly announced stock repurchase programs in open-market transactions. |
| (2) | During 2017, our Board of Directors authorized the purchase of up to $30 million of our common stock under stock repurchase programs. Stock will be purchased from time to time, in the open market or through private transactions, as market conditions warrant. Under these programs, during the year ended December 31, 2017 we repurchased 539,760 shares of our common stock at a total cost of $24.8 million. Additionally, during theand three months ended March 31, 2018, we repurchased 539,760 and 61,756 shares of our common stock, respectively, at a total cost of $24.8 million and $2.9 million. As of March 31,million, respectively. Additionally, in April 2018 there was approximately $2.3 million available for future stock purchases under the programs. In Apriland May 2018, we repurchased an additional 20,900 and 29,651 shares of our common stock, under the programsrespectively, at a total cost of $1$1 million, and $1.3 million, respectively, thereby reducingcompleting the amount available for future stock repurchases under the2017 Board of Directors authorizations to $1.3 million. Directors’ authorizations. |
In May 2018, our Board of Directors authorized the purchase of up to an additional $20 million of our common stock under a new stock repurchase program. Stock will be purchased from time to time, in the open market or through private transactions, as market conditions warrant. Under this program, in May 2018 and June 2018, we repurchased 29,604 and 16,360 shares of our common stock, respectively, at a total cost of $1.3 million and $0.8 million, respectively. As of June 30, 2018, there was approximately $17.9 million available for future stock purchases under the program. During the period from July 1, 2018 through July 27, 2018, we repurchased an additional 17,390 shares of our common stock under the program at a total cost of $0.8 million, thereby reducing the amount available for future stock repurchases under the Board of Directors authorization to $17.1 million.
| | |
| 101.INS** | XBRL Instance Document |
| 101.SCH** | XBRL Taxonomy Extension Schema Document |
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document |
| ** | In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to the Original Filing shall be deemed to be “furnished” and not “filed.” |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| STANDARD MOTOR PRODUCTS, INC. |
| (Registrant) |
| | |
| | (Registrant) | |
| |
DateDate: : May 4July 31, 2018
| /s/ James J. Burke |
| James J. Burke |
| Executive Vice President Finance, |
| Chief Financial Officer |
| (Principal Financial and |
| Accounting Officer) |
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