Standard Motor Products (SMP) 10-Q 2021 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2021

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission file number:  001-04743

Standard Motor Products, Inc.

(Exact name of registrant as specified in its charter)

New York	11-1362020
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

37-18 Northern Blvd., Long Island City, New York	11101
(Address of principal executive offices)	(Zip Code)

(718) 392-0200

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  ☑	Accelerated Filer ☐
Non-Accelerated Filer   ☐	Smaller reporting company   ☐
Emerging growth company    ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐     No ☑

As of the close of business on October 26, 2021, there were 21,999,003 outstanding shares of the registrant’s Common Stock, par value $2.00 per share.

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

INDEX

PART I - FINANCIAL INFORMATION

		Page No.
Item 1.	Consolidated Financial Statements:
	Consolidated Statements of Operations (Unaudited) for the Three Months and Nine Months Ended September 30, 2021 and 2020	3
	Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months and Nine Months Ended September 30, 2021 and 2020	4
	Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	5
	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2021 and 2020	6
	Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Three Months and Nine Months Ended September 30, 2021 and 2020	7
	Notes to Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 6.	Exhibits	42
Signatures		43

2

PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands, except share and per share data)	2021			2020			2021			2020
	(Unaudited)						(Unaudited)
Net sales	$	370,310		$	343,609		$	988,939		$	845,850
Cost of sales		265,105			235,861			700,678			603,349
Gross profit		105,205			107,748			288,261			242,501
Selling, general and administrative expenses		66,509			59,497			183,316			163,698
Restructuring and integration expenses		166			250			166			464
Other income (expense), net		8			(37	)		8			(31	)
Operating income		38,538			47,964			104,787			78,308
Other non-operating income, net		780			514			2,247			592
Interest expense		652			462			1,356			2,107
Earnings from continuing operations before taxes		38,666			48,016			105,678			76,793
Provision for income taxes		9,481			11,804			26,315			19,118
Earnings from continuing operations		29,185			36,212			79,363			57,675
Loss from discontinued operations, net of income taxes		(5,122	)		(7,587	)		(7,139	)		(9,456	)
Net earnings		24,063			28,625			72,224		$	48,219
Net earnings attributable to noncontrolling interest		13			0			32			0
Net earnings attributable to SMP (a)	$	24,050		$	28,625		$	72,192		$	48,219
Net earnings attributable to SMP
Earnings from continuing operations	$	29,172		$	36,212		$	79,331		$	57,675
Discontinued operations		(5,122	)		(7,587	)		(7,139	)		(9,456	)
Total	$	24,050		$	28,625		$	72,192		$	48,219
Per share data attributable to SMP
Net earnings per common share – Basic:
Earnings from continuing operations	$	1.32		$	1.62		$	3.57		$	2.58
Discontinued operations		(0.23	)		(0.34	)		(0.32	)		(0.42	)
Net earnings per common share – Basic	$	1.09		$	1.28		$	3.25		$	2.16
Net earnings per common share – Diluted:
Earnings from continuing operations	$	1.29		$	1.59		$	3.50		$	2.53
Discontinued operations		(0.22	)		(0.33	)		(0.32	)		(0.41	)
Net earnings per common share – Diluted	$	1.07		$	1.26		$	3.18		$	2.12
Dividend declared per share	$	0.25		$	0		$	0.75		$	0.25
Average number of common shares		22,090,195			22,349,093			22,201,398			22,372,466
Average number of common shares and dilutive common shares		22,543,781			22,758,458			22,678,114			22,795,426

(a) Throughout this Form 10-Q, “SMP” refers to Standard Motor Products, Inc. and subsidiaries.

See accompanying notes to consolidated financial statements (unaudited).

3

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2021			2020			2021			2020
	(Unaudited)						(Unaudited)
Net earnings	$	24,063		$	28,625		$	72,224		$	48,219
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(2,466	)		2,867			(1,905	)		(1,557	)
Pension and postretirement plans		(4	)		(5	)		(13	)		(13	)
Total other comprehensive income, net of tax		(2,470	)		2,862			(1,918	)		(1,570	)
Total Comprehensive income		21,593			31,487			70,306			46,649
Comprehensive income (loss) attributable to noncontrolling interest, net of tax:
Net earnings		13			0			32			0
Foreign currency translation adjustments		20			0			(2	)		0
Comprehensive income (loss) attributable to noncontrolling interest, net of tax		33			0			30			0
Comprehensive income attributable to SMP	$	21,560		$	31,487		$	70,276		$	46,649

See accompanying notes to consolidated financial statements (unaudited).

4

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)	September 30, 2021			December 31, 2020
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	33,144		$	19,488
Accounts receivable, less allowances for discounts and doubtful accounts of $6,645 and $5,822 for 2021 and 2020, respectively		224,421			198,039
Inventories		414,657			345,502
Unreturned customer inventories		23,367			19,632
Prepaid expenses and other current assets		15,268			15,875
Total current assets		710,857			598,536
Property, plant and equipment, net of accumulated depreciation of $224,091 and $214,394 for 2021 and 2020, respectively		100,787			89,105
Operating lease right-of-use assets		42,458			29,958
Goodwill		131,549			77,837
Other intangibles, net		108,312			54,004
Deferred income taxes		34,790			44,770
Investments in unconsolidated affiliates		42,123			40,507
Other assets		24,857			21,823
Total assets	$	1,195,733		$	956,540
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Notes payable	$	128,938		$	10,000
Current portion of other debt		2,941			135
Accounts payable		128,808			100,018
Sundry payables and accrued expenses		50,227			47,078
Accrued customer returns		59,972			40,982
Accrued core liability		23,650			22,014
Accrued rebates		43,110			46,437
Payroll and commissions		40,725			35,938
Total current liabilities		478,371			302,602
Long-term debt		68			97
Noncurrent operating lease liabilities		33,246			22,450
Other accrued liabilities		27,964			25,929
Accrued asbestos liabilities		57,532			55,226
Total liabilities		597,181			406,304
Commitments and contingencies		0			0
Stockholders’ equity:
Common stock – par value $2.00 per share:
Authorized – 30,000,000 shares; issued 23,936,036 shares		47,872			47,872
Capital in excess of par value		109,575			105,084
Retained earnings		519,126			463,612
Accumulated other comprehensive income		(7,592	)		(5,676	)
Treasury stock – at cost (2,067,592 shares and 1,586,923 shares in 2021 and 2020, respectively)		(81,963	)		(60,656	)
Total SMP stockholders’ equity		587,018			550,236
Noncontrolling interest		11,534			0
Total stockholders’ equity		598,552			550,236
Total liabilities and stockholders’ equity	$	1,195,733		$	956,540

See accompanying notes to consolidated financial statements (unaudited).

5

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)	Nine Months Ended September 30,
	2021			2020
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	72,224		$	48,219
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		20,160			19,313
Amortization of deferred financing cost		171			171
Increase to allowance for doubtful accounts		381			389
Increase (decrease) to inventory reserves		(443	)		4,624
Equity income from joint ventures		(2,419	)		(810	)
Employee stock ownership plan allocation		1,885			1,726
Stock-based compensation		7,189			6,067
(Increase) decrease in deferred income taxes		1			(2,525	)
Loss on discontinued operations, net of tax		7,139			9,456
Change in assets and liabilities:
(Increase) in accounts receivable		(15,343	)		(83,878	)
(Increase) decrease in inventories		(52,742	)		53,330
Decrease in prepaid expenses and other current assets		2,324			5,634
Increase (decrease) in accounts payable		24,228			(13,117	)
Increase in sundry payables and accrued expenses		18,905			31,725
Net change in other assets and liabilities		(4,522	)		(1,719	)
Net cash provided by operating activities		79,138			78,605
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of and investments in businesses		(124,663	)		0
Capital expenditures		(19,406	)		(13,170	)
Other investing activities		29			14
Net cash used in investing activities		(144,040	)		(13,156	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) under line-of-credit agreements		118,938			(44,044	)
Net borrowings (payments) of other debt and finance lease obligations		2,916			(808	)
Purchase of treasury stock		(26,518	)		(8,726	)
Increase in overdraft balances		455			86
Dividends paid		(16,678	)		(5,615	)
Net cash provided by (used in) financing activities		79,113			(59,107	)
Effect of exchange rate changes on cash		(555	)		67
Net increase in cash and cash equivalents		13,656			6,409
CASH AND CASH EQUIVALENTS at beginning of period		19,488			10,372
CASH AND CASH EQUIVALENTS at end of period	$	33,144		$	16,781
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	1,094		$	2,023
Income taxes	$	18,361		$	9,777

See accompanying notes to consolidated financial statements (unaudited).

6

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Three Months Ended September 30, 2021

(Unaudited)

(In thousands)	Common Stock		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total SMP			Non- Controlling Interest		Total
Balance at June 30, 2021	$	47,872	$	107,062	$	500,620		$	(5,102	)	$	(66,836	)	$	583,616		$	11,501	$	595,117
Net earnings		0		0		24,050			0			0			24,050			13		24,063
Other comprehensive income, net of tax		0		0		0			(2,490	)		0			(2,490	)		20		(2,470	)
Cash dividends paid		0		0		(5,544	)		0			0			(5,544	)		0		(5,544	)
Purchase of treasury stock		0		0		0			0			(15,422	)		(15,422	)		0		(15,422	)
Stock-based compensation		0		2,513		0			0			295			2,808			0		2,808
Balance at September 30, 2021	$	47,872	$	109,575	$	519,126		$	(7,592	)	$	(81,963	)	$	587,018		$	11,534	$	598,552

Three Months Ended September 30, 2020

(Unaudited)

(In thousands)	Common Stock		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total SMP		Non- Controlling Interest		Total
Balance at June 30, 2020	$	47,872	$	104,128	$	431,416	$	(13,021	)	$	(59,739	)	$	510,656	$	0	$	510,656
Net earnings		0		0		28,625		0			0			28,625		0		28,625
Other comprehensive income, net of tax		0		0		0		2,862			0			2,862		0		2,862
Stock-based compensation		0		2,448		0		0			313			2,761		0		2,761
Balance at September 30, 2020	$	47,872	$	106,576	$	460,041	$	(10,159	)	$	(59,426	)	$	544,904	$	0	$	544,904

See accompanying notes to consolidated financial statements (unaudited).

7

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Nine Months Ended September 30, 2021

(Unaudited)

(In thousands)	Common Stock		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total SMP			Non- Controlling Interest			Total
Balance at December 31, 2020	$	47,872	$	105,084	$	463,612		$	(5,676	)	$	(60,656	)	$	550,236		$	0		$	550,236
Noncontrolling interest in business acquired		0		0		0			0			0			0			11,504			11,504
Net earnings		0		0		72,192			0			0			72,192			32			72,224
Other comprehensive income, net of tax		0		0		0			(1,916	)		0			(1,916	)		(2	)		(1,918	)
Cash dividends paid		0		0		(16,678	)		0			0			(16,678	)		0			(16,678	)
Purchase of treasury stock		0		0		0			0			(26,518	)		(26,518	)		0			(26,518	)
Stock-based compensation		0		4,357		0			0			2,832			7,189			0			7,189
Employee Stock Ownership Plan		0		134		0			0			2,379			2,513			0			2,513
Balance at September 30, 2021	$	47,872	$	109,575	$	519,126		$	(7,592	)	$	(81,963	)	$	587,018		$	11,534		$	598,552

Nine Months Ended September 30, 2020

(Unaudited)

(In thousands)	Common Stock		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total SMP			Non- Controlling Interest		Total
Balance at December 31, 2019	$	47,872	$	102,742	$	417,437		$	(8,589	)	$	(55,234	)	$	504,228		$	0	$	504,228
Net earnings		0		0		48,219			0			0			48,219			0		48,219
Other comprehensive income, net of tax		0		0		0			(1,570	)		0			(1,570	)		0		(1,570	)
Cash dividends paid		0		0		(5,615	)		0			0			(5,615	)		0		(5,615	)
Purchase of treasury stock		0		0		0			0			(8,726	)		(8,726	)		0		(8,726	)
Stock-based compensation		0		3,204		0			0			2,863			6,067			0		6,067
Employee Stock Ownership Plan		0		630		0			0			1,671			2,301			0		2,301
Balance at September 30, 2020	$	47,872	$	106,576	$	460,041		$	(10,159	)	$	(59,426	)	$	544,904		$	0	$	544,904

See accompanying notes to consolidated financial statements (unaudited).

8

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1.  Basis of Presentation

Standard Motor Products, Inc. and subsidiaries (referred to hereinafter in these notes to the consolidated financial statements as “we,” “us,” “our,” “SMP,” or the “Company”) is a leading automotive parts manufacturer and distributor for engine management and temperature control systems of motor vehicles in the automotive aftermarket industry with a complementary focus on the heavy duty, industrial equipment and original equipment service markets.

The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020.  The unaudited consolidated financial statements include our accounts and all domestic and international companies in which we have more than a 50% equity ownership, except in instances where the minority shareholder maintains substantive participating rights, in which case we follow the equity method of accounting.  In instances where we have more than a 50% equity ownership and the minority shareholder does not maintain substantive participating rights, our consolidated financial statements include the accounts of the company on a consolidated basis with its net income and equity reported at amounts attributable to both our equity position and that of the noncontrolling interest.  Investments in unconsolidated affiliates are accounted for on the equity method, as we do not have a controlling financial interest but have the ability to exercise significant influence.  All significant inter-company items have been eliminated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.  The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year.

Reclassification

Certain prior period amounts in the accompanying consolidated financial statements and related notes have been reclassified to conform to the 2021 presentation.

Note 2.  Summary of Significant Accounting Policies

The preparation of consolidated annual and quarterly financial statements in conformity with generally accepted accounting principles requires management 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 have made a number of estimates and assumptions in the preparation of these consolidated financial statements.  We can give no assurance that actual results will not differ from those estimates.  Although we do not believe that there is a reasonable likelihood that there will be a material change in the future estimates, or in the assumptions that we use in calculating the estimates, the uncertain future effects, if any, of the COVID-19 pandemic, and other unforeseen changes in the industry, or business, could materially impact the estimates, and may have a material adverse effect on our business, financial condition and results of operations.  Some of the more significant estimates include allowances for doubtful accounts, cash discounts, valuation of inventory, valuation of long-lived assets, goodwill and other intangible assets, depreciation and amortization of long-lived assets, product liability exposures, asbestos, environmental and litigation matters, valuation of deferred tax assets, share based compensation and sales returns and other allowances.

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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

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, 2020.

Recently Issued Accounting Pronouncements

Standards that were adopted

Standard	Description	Date of adoption	Effects on the financial statements or other significant matters
ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes	This standard is intended to simplify the accounting for income taxes by removing certain ASC Topic 740 exceptions in performing intra-period tax allocations among income statement components, in calculating certain deferred tax liabilities related to outside basis differences, and in calculating income taxes in interim periods with year-to-date losses. In addition, this standard is also intended to improve consistency and add simplification by clarifying and amending the reporting of franchise taxes and other taxes partially based on income, the recognition of deferred income taxes related to the step-up in tax basis goodwill, and the reporting in interim periods of the recognition of the enactment of tax laws or rate changes.	January 1, 2021	The adoption of the technical clarifications in the standard did not materially impact our accounting for income taxes, our consolidated financial statements and related disclosures.

Standards that are not yet adopted as of September 30, 2021

The following table provides a brief description of recently issued accounting pronouncements that have not yet been adopted as of September 30, 2021, and that could have an impact on our financial statements:

Standard	Description	Date of adoption / Effective date	Effects on the financial statements or other significant matters
ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting	This standard is intended to provide optional guidance for a limited time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The new standard is applicable to contracts that reference LIBOR, or another reference rate, expected to be discontinued due to reference rate reform.	Effective March 12, 2020 through December 31, 2022	The  new standard may be applied as of the beginning of an interim period that includes March 12, 2020 through December 31, 2022.  As certain of our contracts reference LIBOR, including our revolving credit facility and supply chain financing arrangements, we are currently reviewing the optional guidance in the standard to determine its impact upon the discontinuance of LIBOR. At this time, we do not believe that the new guidance, nor the discontinuance of LIBOR, will have a material impact on our consolidated financial statements and related disclosures.

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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Note 3.  Business Acquisitions and Investments

2021 Business Acquisitions

Acquisition of Capital Stock of Stabil Operative Group GmbH (“Stabil”)

In September 2021, we acquired 100% of the capital stock of Stabil Operative Group GmbH, a German company (“Stabil”), for Euros 13.7 million, or US$16.3 million, subject to certain post-closing adjustments.  Stabil is a manufacturer and distributor of a variety of components, including electronic sensors, control units, and clamping devices to the European Original Equipment (“OE”) market, serving both commercial and light vehicle applications.  The acquired Stabil business was paid for with cash funded by borrowings under our revolving credit facility with JPMorgan Chase Bank, N.A., as agent, and is headquartered on the outskirts of Stuttgart, Germany with facilities in Germany and Hungary. The acquisition, to be reported as part of our Engine Management Segment, is an excellent fit for our strategy of expansion beyond our core aftermarket business into complementary areas, and gives us exposure to a diversified group of blue chip European commercial and light vehicle OE customers.

The preliminary allocation of purchase price to assets acquired and liabilities assumed is based upon estimates of fair values utilizing customary valuation procedures and techniques, as well as other information compiled by management. While we believe these preliminary estimates provide a reasonable basis for estimating the fair value of the assets acquired and liabilities assumed, and do not anticipate that any adjustments to these values will be significant, we will continue to evaluate available information prior to finalization of the amounts, particularly the amounts related to intangible assets, deferred income taxes and the final agreement of post-closing adjustments. The following table presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed (in thousands):

Purchase price				$	16,290
Assets acquired and liabilities assumed:
Receivables	$	2,852
Inventory		5,126
Other current assets (1)		1,628
Property, plant and equipment, net		1,810
Operating lease right-of-use assets		4,971
Intangible assets		5,471
Goodwill		4,827
Current liabilities		(4,190	)
Noncurrent operating lease liabilities		(4,454	)
Deferred income taxes		(1,751	)
Net assets acquired				$	16,290

(1) The other current assets balance includes $0.9 million of cash acquired.

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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Intangible assets acquired of $5.5 million consist of customer relationships that will be amortized on a straight-line basis over the estimated useful life of 20 years. Goodwill of $4.8 million was allocated to the Engine Management Segment.  The goodwill reflects relationships, business specific knowledge and the replacement cost of an assembled workforce associated with personal reputations.  The intangible assets and goodwill are not deductible for tax purposes.

Revenues from the acquired business included in our consolidated statement of operations from the acquisition date through September 30, 2021 were $2 million.

Acquisition of Capital Stock of Trumpet Holdings, Inc. (“Trombetta”)

In May 2021, we acquired 100% of the capital stock of Trumpet Holdings, Inc., a Delaware corporation, (more commonly known as “Trombetta”), for $111.7 million, subject to certain post-closing adjustments.  Trombetta is a leading provider of power switching and power management products to Original Equipment (“OE”) customers in various markets. The acquired Trombetta business was paid for in cash funded by borrowings under our revolving credit facility with JPMorgan Chase Bank, N.A., as agent, and has manufacturing facilities in Milwaukee, Wisconsin; Sheboygan Falls, Wisconsin; Tijuana, Mexico, as well as a 70% ownership in a joint venture in Hong Kong, with operations in Shanghai and Wuxi, China (“Trombetta Asia, Ltd.”). The acquisition, to be reported as part of our Engine Management Segment, is an excellent fit for our strategy of expansion into the OE heavy duty market. 

The preliminary allocation of purchase price to assets acquired and liabilities assumed is based upon estimates of fair values utilizing customary valuation procedures and techniques, as well as other information compiled by management. While we believe these preliminary estimates provide a reasonable basis for estimating the fair value of the assets acquired and liabilities assumed, and do not anticipate that any adjustments to these values will be significant, we will continue to evaluate available information prior to finalization of the amounts, particularly the amounts related to intangible assets, deferred income taxes, noncontrolling interests and the final agreement of post-closing adjustments. The following table presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed (in thousands):

Purchase price				$	111,741
Assets acquired and liabilities assumed:
Receivables	$	9,173
Inventory		12,460
Other current assets (1)		5,193
Property, plant and equipment, net		4,939
Operating lease right-of-use assets		3,847
Intangible assets		54,700
Goodwill		49,028
Current liabilities		(4,820	)
Noncurrent operating lease liabilities		(3,065	)
Deferred income taxes		(8,210	)
Subtotal					123,245
Fair value of acquired noncontrolling interest					(11,504	)
Net assets acquired				$	111,741

(1) The other current assets balance includes $4.6 million of cash acquired.

Intangible assets acquired of $54.7 million consist of customer relationships of $39.4 million that will be amortized on a straight-line basis over the estimated useful life of 20 years; developed technology of $13.4 million that will be amortized on a straight-line basis over the estimated useful life of 15 years; and a trade name of $1.9 million that will be amortized on a straight-line basis over the estimated useful life of 10 years.  Goodwill of $49 million was allocated to the Engine Management Segment.  The goodwill reflects relationships, business specific knowledge and the replacement cost of an assembled workforce associated with personal reputations.  The intangible assets and goodwill are not deductible for tax purposes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Revenues from the acquired business included in our consolidated statement of operations from the acquisition date through September 30, 2021 were $21.8 million.

Acquisition of Particulate Matter Sensor Business of Stoneridge, Inc. (“Soot Sensor”)

In March 2021, we agreed to acquire certain Soot Sensor product lines from Stoneridge, Inc. The product lines to be acquired manufacture sensors used in the exhaust and emission systems of diesel engines. The product lines are located in Stoneridge’s facilities in Lexington, Ohio and Tallinn, Estonia.  We are not acquiring these facilities, nor any of Stoneridge’s employees, and will be relocating the production lines to our engine management plants in Independence, Kansas and Bialystok, Poland, respectively.  The acquisition, to be reported as part of our Engine Management Segment, is an excellent fit for our strategy of expansion into the OE heavy duty market.  Customer relationships to be acquired include Volvo, CNHi and Hino.

The product lines located in Stoneridge’s facility in Lexington, Ohio were acquired in March 2021 for $2.1 million, and were paid for in cash funded by borrowings under our revolving credit facility with JPMorgan Chase Bank, N.A. The assets acquired include inventory, machinery & equipment and certain intangible assets.  The product lines at Stoneridge’s Tallinn, Estonia facility will be acquired at a future date for approximately $800,000.  Tallinn, Estonia assets to be acquired consist solely of machinery & equipment.

The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed through September 30, 2021, based on their fair values (in thousands):

Purchase Price			$	2,138
Assets acquired and liabilities assumed:
Inventory	$	1,032
Machinery and equipment, net		351
Intangible assets		755
Net assets acquired			$	2,138

Intangible assets acquired of approximately $0.8 million consist of customer relationships that will be amortized on a straight-line basis over the estimated useful life of 10 years.

Revenues from the acquired business included in our consolidated statement of operations from the acquisition date through September 30, 2021 were $6.2 million.

Note 4.  Restructuring and Integration Expenses

The aggregated liabilities included in “sundry payables and accrued expenses” and “other accrued liabilities” in the consolidated balance sheet relating to the restructuring and integration activities as of December 31, 2020 and September 30, 2021 and for the nine months ended September 30, 2021, consisted of the following (in thousands):

	Workforce Reduction			Other Exit Costs			Total
Exit activity liability at December 31, 2020	$	179		$	0		$	179
Restructuring and integration costs:
Amounts provided for during 2021		0			166			166
Cash payments		(90	)		(166	)		(256	)
Exit activity liability at September 30, 2021	$	89		$	0		$	89

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Integration Costs

Particulate Matter Sensor (“Soot Sensor”) Product Line Relocation

In connection with our acquisition in March 2021 of certain soot sensor product lines from Stoneridge, Inc., we incurred certain integration expenses in connection with the relocation of certain inventory, machinery, and equipment from Stoneridge’s facility in Lexington, Ohio to our existing facility in Independence, Kansas.  Integration expenses recognized and cash payments made of $166,000, during the nine months ended September 30, 2021, related to these relocation activities in our Engine Management segment. Total relocation expenses of approximately $400,000 are expected to be incurred related to the relocation. We anticipate that the soot sensor product line relocation will be completed within 12 months.

Restructuring Costs

Plant Rationalization Programs

The 2016 Plant Rationalization Program, which included the shutdown and sale of our Grapevine, Texas facility, and the 2017 Orlando Plant Rationalization Program, which included the shutdown our Orlando Florida facility, have been substantially completed.  Cash payments made of $90,000 during the nine months ended September 30, 2021, and the remaining aggregate liability of $89,000 consists of severance payments to former employees terminated in connection with these programs.

Note 5.  Sale of Receivables

We are party to several supply chain financing arrangements, in which we may sell certain of our customers’ trade accounts receivable to such customers’ financial institutions.  We sell our undivided interests in certain of these receivables at our discretion when we determine that the cost of these arrangements is less than the cost of servicing our receivables with existing debt.  Under the terms of the agreements, we retain no rights or interest, have no obligations with respect to the sold receivables, and do not service the receivables after the sale.  As such, these transactions are being accounted for as a sale.

Pursuant to these agreements, we sold $232.5 million and $626.9 million of receivables during the three months and nine months ended September 30, 2021, respectively, and $213.3 million and $511.1 million for the comparable periods in 2020.  Receivables presented at financial institutions and not yet collected as of September 30, 2021 and December 31, 2020 were approximately $5.2 million and $50 million, respectively, and remained in our accounts receivable balance for those periods.  All receivables sold were reflected as a reduction of accounts receivable in the consolidated balance sheet at the time of sale.  A charge in the amount of $3 million and $8.7 million related to the sale of receivables was included in selling, general and administrative expense in our consolidated statements of operations for the three months and nine months ended September 30, 2021, respectively, and $3.5 million and $9.4 million for the comparable periods in 2020.

To the extent that these arrangements are terminated, our financial condition, results of operations, cash flows and liquidity could be adversely affected by extended payment terms, delays or failures in collecting trade accounts receivables.  The utility of the supply chain financing arrangements also depends upon the LIBOR rate, as it is a component of the discount rate applicable to each arrangement.  If the LIBOR rate increases significantly, we may be negatively impacted as we may not be able to pass these added costs on to our customers, which could have a material and adverse effect upon our financial condition, results of operations and cash flows.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Note 6.  Inventories

Inventories, which are stated at the lower of cost (determined by means of the first-in, first-out method) and net realizable value, consist of the following:

	September 30, 2021		December 31, 2020
	(In thousands)
Finished goods	$	279,147	$	225,523
Work in process		14,842		10,711
Raw materials		120,668		109,268
Subtotal		414,657		345,502
Unreturned customer inventories		23,367		19,632
Total inventories	$	438,024	$	365,134

Note 7.  Acquired Intangible Assets

Acquired identifiable intangible assets consist of the following:

	September 30, 2021			December 31, 2020
	(In thousands)
Customer relationships	$	157,119		$	111,701
Patents, developed technology and intellectual property		14,123			723
Trademarks and trade names		8,880			6,980
Non-compete agreements		3,280			3,272
Supply agreements		800			800
Leaseholds		160			160
Total acquired intangible assets		184,362			123,636
Less accumulated amortization (1)		(76,491	)		(70,221	)
Net acquired intangible assets	$	107,871		$	53,415

(1) Applies to all intangible assets, except for trademarks and trade names totaling $2.6 million, which have indefinite useful lives and, as such, are not being amortized.

Total amortization expense for acquired intangible assets was $2.4 million and $6.5 million for the three months and nine months ended September 30, 2021, respectively, and $2 million and $6.1 million for the comparable periods in 2020. Based on the current estimated useful lives assigned to our intangible assets, amortization expense is estimated to be $2.2 million for the remainder of 2021, $8.6 million in 2022, $8.3 million in 2023, $8.2 million in 2024 and $78 million in the aggregate for the years 2025 through 2041.

For information related to identified intangible assets acquired in the Stabil, Trombetta, and Soot Sensor acquisitions, see Note 3, “Business Acquisitions and Investments,” of the notes to our consolidated financial statements (unaudited).

Note 8.  Leases

We have operating and finance leases for our manufacturing facilities, warehouses, office space, automobiles, and certain equipment.  Our leases have remaining lease terms of up to ten years, some of which may include one or more five-year renewal options.  We have included the five-year renewal option for one of our leases in our operating lease payments as we concluded that it is reasonably certain that we will exercise the option.  Leases with an initial term of twelve months or less are not recorded on the balance sheet.  Operating lease expense is recognized on a straight-line basis over the lease term.  Finance leases are not material.

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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

The following tables provides quantitative disclosures related to our operating leases and includes all operating leases acquired in the Stabil and Trombetta acquisition from the date of acquisition (in thousands):

Balance Sheet Information	September 30, 2021			December 31, 2020
Assets
Operating lease right-of-use assets	$	42,458		$	29,958
Liabilities
Sundry payables and accrued expenses	$	10,476		$	8,719
Noncurrent operating lease liabilities		33,246			22,450
Total operating lease liabilities	$	43,722		$	31,169
Weighted Average Remaining Lease Term
Operating leases	5.4 Years			5 Years
Weighted Average Discount Rate
Operating leases		3.0	%		3.6	%

	Three Months Ended September 30,
Expense and Cash Flow Information	2021		2020
Lease Expense
Operating lease expense (a)	$	2,547	$	2,290

	Nine Months Ended September 30,
	2021		2020
Lease Expense
Operating lease expense (a)	$	7,324	$	6,906
Supplemental Cash Flow Information
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	7,271	$	6,810
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases	$	19,215	$	611

(a) Excludes expenses of approximately $0.3 million and $1.2 million for the three and nine months ended September 30, 2021, respectively, and approximately $0.7 million and $1.6 million for the comparable periods in 2020, respectively, related to non-lease components such as maintenance, property taxes, etc., and operating lease expense for leases with an initial term of 12 months or less which is not material.

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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Minimum Lease Payments

At September 30, 2021, we are obligated to make minimum lease payments through 2031, under operating leases, which are as follows (in thousands):

2021	$	2,723
2022		10,422
2023		9,441
2024		7,128
2025		5,802
Thereafter		11,664
Total lease payments	$	47,180
Less: Interest		(3,458	)
Present value of lease liabilities	$	43,722

Note 9.  Credit Facilities and Long-Term Debt

Total debt outstanding is summarized as follows:

	September 30, 2021		December 31, 2020
	(In thousands)
Revolving credit facilities	$	128,938	$	10,000
Other (1)		3,009		232
Total debt	$	131,947	$	10,232
Current maturities of debt	$	131,879	$	10,135
Long-term debt		68		97
Total debt	$	131,947	$	10,232

(1) Other includes borrowings under our Polish overdraft facility of Zloty 11.6 million (approximately $2.9 million) and Zloty 0.4 million (approximately $0.1 million) as of September 30, 2021 and December 31, 2020, respectively.

Revolving Credit Facility

In December 2018, we amended our Credit Agreement with JPMorgan Chase Bank, N.A., as agent, and a syndicate of lenders.  The amended credit agreement provides for a senior secured revolving credit facility with a line of credit of up to $250 million (with an additional $50 million accordion feature) and extends the maturity date to December 2023.  The line of credit under the amended credit agreement also allows for a $10 million line of credit to Canada as part of the $250 million available for borrowing.  Direct borrowings under the amended credit agreement bear interest at LIBOR plus a margin ranging from 1.25% to 1.75% based on our borrowing availability, or floating at the alternate base rate plus a margin ranging from 0.25% to 0.75% based on our borrowing availability, at our option.  The amended credit agreement is guaranteed by certain of our subsidiaries and secured by certain of our assets.

Borrowings under the amended credit agreement are secured by substantially all of our assets, including accounts receivable, inventory and certain fixed assets, and those of certain of our subsidiaries.  Availability under the amended credit agreement is based on a formula of eligible accounts receivable, eligible drafts presented to the banks under our supply chain financing arrangements and eligible inventory.  After taking into account outstanding borrowings under the amended credit agreement, there was an additional $118.4 million available for us to borrow pursuant to the formula at September 30, 2021.  The loss of business of one or more of our key customers or, a significant reduction in purchases of our products from any one of them, could adversely impact availability under our revolving credit facility.

Outstanding borrowings under the credit agreement, which are classified as current liabilities, were $128.9 million and $10 million at September 30, 2021 and December 31, 2020, respectively; while letters of credit outstanding under the credit agreement were $2.6 million and $2.8 million at September 30, 2021 and December 31, 2020, respectively.  Borrowings under the credit agreement have been classified as current liabilities based upon accounting rules and certain provisions in the agreement.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

At September 30, 2021, the weighted average interest rate on our amended credit agreement was 1.4%, which consisted of $125 million in direct borrowings at 1.3% and an alternative base rate loan of $3.9 million at 3.5%.  At December 31, 2020, the weighted average interest rate on our amended credit agreement was 1.4%, which consisted of $10 million in direct borrowings.  During the nine months ended September 30, 2021, our average daily alternative base rate loan balance was $1 million, compared to a balance of $1.3 million for the nine months ended September 30, 2020 and a balance of $1.5 million for the year ended December 31, 2020.

At any time that our borrowing availability is less than the greater of either (a) $25 million, or 10% of the commitments if fixed assets are not included in the borrowing base, or (b) $31.25 million, or 12.5% of the commitments if fixed assets are included in the borrowing base, the terms of the amended credit agreement provide for, among other provisions, a financial covenant requiring us, on a consolidated basis, to maintain a fixed charge coverage ratio of 1:1 at the end of each fiscal quarter (rolling four quarters).  As of September 30, 2021, we were not subject to these covenants.  The amended credit agreement permits us to pay cash dividends of $20 million and make stock repurchases of $20 million in any fiscal year subject to a minimum availability of $25 million.  Provided specific conditions are met, the amended credit agreement also permits acquisitions, permissible debt financing, capital expenditures, and cash dividend payments and stock repurchases of greater than $20 million.

Polish Overdraft Facility

Our Polish subsidiary, SMP Poland sp. z.o.o., has entered into an overdraft facility with HSBC France (Spolka Akcyjna) Oddzial w Polsce, formerly HSBC Bank Polska S.A., for Zloty 30 million (approximately $7.5 million).  The facility, as amended, expires in December 2021.  Borrowings under the overdraft facility will bear interest at a rate equal to WIBOR + 1.5% and are guaranteed by Standard Motor Products, Inc., the ultimate parent company.  At September 30, 2021 and December 31, 2020, borrowings under the overdraft facility were Zloty 11.6 million (approximately $2.9 million) and Zloty 0.4 million (approximately $0.1 million), respectively.

Deferred Financing Costs

We have deferred financing costs of approximately $0.5 million and $0.7 million as of September 30, 2021 and December 31, 2020, respectively.  Deferred financing costs are related to our revolving credit facility.  Deferred financing costs as of September 30, 2021 are being amortized in the amounts of $0.1 million for the remainder of 2021, $0.2 million in 2022, and $0.2 million in 2023.

Note 10.  Stock-Based Compensation Plans

We account for our stock-based compensation plans in accordance with the provisions of FASB ASC 718, Stock Compensation, which requires that a company measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.  The cost is recognized in the consolidated statement of operations over the period during which an employee is required to provide service in exchange for the award.

Restricted and Performance Stock Grants

In May 2021, our Board of Directors and Shareholders approved an amendment and restatement to the 2016 Omnibus Incentive Plan (the “Plan”).  The Plan, as amended and restated (1) increased the number of shares available for issuance under the Plan by 950,000 shares (from 1,100,000 shares to 2,050,000 shares); (2) increased the number of shares available for issuance to nonemployee directors by 100,000 (from 250,000 shares to 350,000 shares); and (3) revised the Plan in response to certain changes made in applicable federal tax laws.  The restated and amended 2016 Omnibus Incentive Plan terminates in May 2026.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Under the revised and amended 2016 Omnibus Incentive Plan, we are authorized to issue, among other things, shares of restricted and performance-based stock to eligible employees and restricted stock to directors of up to 2,050,000 shares.  Shares issued under the Plan that are cancelled, forfeited or expire by their terms are eligible to be granted again under the Plan.

As part of the Plan, we currently grant shares of restricted stock to eligible employees and our independent directors and performance-based shares to eligible employees.  We grant eligible employees 2 types of restricted stock (standard restricted shares and long-term retention restricted shares).  Standard restricted shares granted to employees become fully vested no earlier than three years after the date of grant.  Long-term retention restricted shares granted to selected executives vest at a 25% rate on or within approximately two months of an executive reaching the ages 60 and 63, and become fully vested on or within approximately two months of an executive reaching the age 65.  Restricted shares granted to directors become fully vested upon the first anniversary of the date of grant.

Performance-based shares issued to eligible employees are subject to a three-year measuring period and the achievement of performance targets and, depending upon the achievement of such performance targets, they may become vested no earlier than three years after the date of grant.  Each period we evaluate the probability of achieving the applicable targets, and we adjust our accrual accordingly.  Restricted shares (other than long-term retention restricted shares) and performance shares issued to certain key executives and directors are subject to a one or two-year holding period upon the lapse of the vesting period.  Forfeitures on stock grants are estimated at 5% for employees and 0% for executives and directors based on our evaluation of historical and expected future turnover.

Our restricted and performance-based share activity was as follows for the nine months ended September 30, 2021:

	Shares			Weighted Average Grant Date Fair Value Per Share
Balance at December 31, 2020		839,686		$	34.77
Granted		211,375			38.49
Vested		(64,298	)		31.60
Forfeited		(12,125	)		39.21
Balance at September 30, 2021		974,638		$	35.61

We recorded compensation expense related to restricted shares and performance-based shares of $6.8 million ($5.1 million, net of tax) and $5.7 million ($4.3 million, net of tax) for the nine months ended September 30, 2021 and 2020, respectively. The unamortized compensation expense related to our restricted and performance-based shares was $18.3 million at September 30, 2021, and is expected to be recognized as they vest over a weighted average period of 3.9 years and 0.6 years for employees and directors, respectively.

Note 11.  Employee Benefits

We provide certain medical and dental care benefits to 16 former U.S. union employees.  The postretirement medical and dental benefit obligation to the former union employees as of September 30, 2021, and the related net periodic benefit cost for the plan for the three and nine months ended September 30, 2021 and 2020 were not material.

We maintain a defined contribution Supplemental Executive Retirement Plan for key employees.  Under the plan, these employees may elect to defer a portion of their compensation and, in addition, we may at our discretion make contributions to the plan on behalf of the employees.  In March 2021, we made company contributions to the plan of $0.5 million related to calendar year 2020.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

We also have an Employee Stock Ownership Plan and Trust for employees who are not covered by a collective bargaining agreement.  In connection therewith, we maintain an employee benefits trust to which we contribute shares of treasury stock.  We are authorized to instruct the trustees to distribute such shares toward the satisfaction of our future obligations under the plan. The shares held in trust are not considered outstanding for purposes of calculating earnings per share until they are committed to be released.  The trustees will vote the shares in accordance with their fiduciary duties.  During the nine months ended September 30, 2021, we contributed to the trust an additional 61,800 shares from our treasury and released 61,800 shares from the trust leaving 200 shares remaining in the trust as of September 30, 2021.

Note 12.  Earnings Per Share

The following are reconciliations of the net earnings attributable to SMP and the shares used in calculating basic and dilutive net earnings per common share attributable to SMP (in thousands, except per share data):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Net Earnings Attributable to SMP -
Earnings from continuing operations	$	29,172		$	36,212		$	79,331		$	57,675
Loss from discontinued operations		(5,122	)		(7,587	)		(7,139	)		(9,456	)
Net earnings attributable to SMP	$	24,050		$	28,625		$	72,192		$	48,219
Basic Net Earnings Per Common Share Attributable to SMP -
Earnings from continuing operations per common share	$	1.32		$	1.62		$	3.57		$	2.58
Loss from discontinued operations per common share		(0.23	)		(0.34	)		(0.32	)		(0.42	)
Net earnings per common share attributable to SMP	$	1.09		$	1.28		$	3.25		$	2.16
Weighted average common shares outstanding		22,090			22,349			22,201			22,372
Diluted Net Earnings Per Common Share Attributable to SMP -
Earnings from continuing operations per common share	$	1.29		$	1.59		$	3.50		$	2.53
Loss from discontinued operations per common share		(0.22	)		(0.33	)		(0.32	)		(0.41	)
Net earnings per common share attributable to SMP	$	1.07		$	1.26		$	3.18		$	2.12
Weighted average common shares outstanding		22,090			22,349			22,201			22,372
Plus incremental shares from assumed conversions:
Dilutive effect of restricted stock and performance-based stock		454			409			477			423
Weighted average common shares outstanding – Diluted		22,544			22,758			22,678			22,795

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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

The shares listed below were not included in the computation of diluted net earnings per common share attributable to SMP because to do so would have been anti-dilutive for the periods presented or because they were excluded under the treasury method (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Restricted and performance-based shares		291		268		277		271

Note 13.  Fair Value Measurements

The carrying value of our financial instruments consisting of cash and cash equivalents, deferred compensation, and short term borrowings approximate their fair value.  In each instance, fair value is determined after considering Level 1 inputs under the three-level fair value hierarchy.  For fair value purposes, the carrying value of cash and cash equivalents approximates fair value due to the short maturity of those investments.  The fair value of the assets held by the deferred compensation plan are based on the quoted market prices of the underlying funds which are held in registered investment companies. The carrying value of our revolving credit facilities, classified as short term borrowings, equals fair market value because the interest rate reflects current market rates.

Note 14.  Industry Segments

We have 2 major reportable operating segments, each of which focuses on a specific line of automotive parts in the automotive aftermarket with a complementary focus on the heavy duty, industrial equipment and original equipment service markets.  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.

The following tables show our net sales, intersegment revenue and operating income for each reportable segment (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Net Sales (a)
Engine Management	$	247,151		$	229,554		$	692,385		$	603,825
Temperature Control		119,075			110,393			288,019			234,227
All Other		4,084			3,662			8,535			7,798
Consolidated	$	370,310		$	343,609		$	988,939		$	845,850
Intersegment Revenue (a)
Engine Management	$	7,278		$	4,725		$	17,822		$	11,405
Temperature Control		2,254			1,784			7,226			4,562
All Other		(9,532	)		(6,509	)		(25,048	)		(15,967	)
Consolidated	$	0		$	0		$	0		$	0
Operating Income
Engine Management	$	27,854		$	36,409		$	89,352		$	74,564
Temperature Control		16,695			16,641			33,516			20,260
All Other		(6,011	)		(5,086	)		(18,081	)		(16,516	)
Consolidated	$	38,538		$	47,964		$	104,787		$	78,308

(a) Segment net sales include intersegment sales in our Engine Management and Temperature Control segments.

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 15, “Net Sales.”

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Note 15.  Net Sales

Disaggregation of Net Sales

We disaggregate our net sales from contracts with customers by geographic area, major product group, and major sales channels for each of our segments, as we believe it best depicts how the nature, amount, timing and uncertainty of our net sales are affected by economic factors.

The following tables provide disaggregation of net sales information for the three months and nine months ended September 30, 2021 and 2020 (in thousands):

Three months ended September 30, 2021 (a)	Engine Management		Temperature Control		Other (b)			Total
Geographic Area:
United States	$	210,639	$	114,059	$	0		$	324,698
Canada		9,731		4,566		4,084			18,381
Asia		12,269		35		0			12,304
Mexico		6,381		100		0			6,481
Europe		6,900		114		0			7,014
Other foreign		1,231		201		0			1,432
Total	$	247,151	$	119,075	$	4,084		$	370,310
Major Product Group:
Ignition, emission control, fuel and safety  related system products	$	208,443	$	0	$	2,249		$	210,692
Wire and cable		38,708		0		(42	)		38,666
Compressors		0		75,080		1,184			76,264
Other climate control parts		0		43,995		693			44,688
Total	$	247,151	$	119,075	$	4,084		$	370,310
Major Sales Channel:
Aftermarket	$	178,181	$	110,393	$	4,084		$	292,658
OE/OES		62,043		8,200		0			70,243
Export		6,927		482		0			7,409
Total	$	247,151	$	119,075	$	4,084		$	370,310

Three months ended September 30, 2020 (a)	Engine Management		Temperature Control		Other (b)		Total
Geographic Area:
United States	$	204,537	$	106,738	$	0	$	311,275
Canada		7,860		3,216		3,662		14,738
Asia		8,116		1		0		8,117
Mexico		5,016		92		0		5,108
Europe		2,634		67		0		2,701
Other foreign		1,391		279		0		1,670
Total	$	229,554	$	110,393	$	3,662	$	343,609

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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Three months ended September 30, 2020 (a)	Engine Management			Temperature Control		Other (b)		Total
Major Product Group:
Ignition, emission control, fuel and safety  related system products	$	190,891		$	0	$	2,045	$	192,936
Wire and cable		38,663			0		138		38,801
Compressors		0			70,785		678		71,463
Other climate control parts		0			39,608		801		40,409
Total	$	229,554		$	110,393	$	3,662	$	343,609
Major Sales Channel:
Aftermarket	$	191,844		$	103,488	$	3,662	$	298,994
OE/OES		33,369	��		6,622		0		39,991
Export		4,341			283		0		4,624
Total	$	229,554		$	110,393	$	3,662	$	343,609

Nine months ended September 30, 2021 (a)	Engine Management		Temperature Control		Other (b)			Total
Geographic Area:
United States	$	594,014	$	274,035	$	0		$	868,049
Canada		25,738		12,524		8,535			46,797
Asia		31,351		179		0			31,530
Mexico		18,988		281		0			19,269
Europe		17,301		331		0			17,632
Other foreign		4,993		669		0			5,662
Total	$	692,385	$	288,019	$	8,535		$	988,939
Major Product Group:
Ignition, emission control, fuel and safety  related system products	$	574,595	$	0	$	5,750		$	580,345
Wire and cable		117,790		0		(177	)		117,613
Compressors		0		178,031		1,588			179,619
Other climate control parts		0		109,988		1,374			111,362
Total	$	692,385	$	288,019	$	8,535		$	988,939
Major Sales Channel:
Aftermarket	$	520,183	$	263,841	$	8,535		$	792,559
OE/OES		152,171		22,684		0			174,855
Export		20,031		1,494		0			21,525
Total	$	692,385	$	288,019	$	8,535		$	988,939

Nine Months ended September 30, 2020 (a)	Engine Management		Temperature Control		Other (b)		Total
Geographic Area:
United States	$	532,807	$	224,384	$	0	$	757,191
Canada		18,974		8,613		7,798		35,385
Asia		25,791		140		0		25,931
Mexico		14,539		192		0		14,731
Europe		8,508		265		0		8,773
Other foreign		3,206		633		0		3,839
Total	$	603,825	$	234,227	$	7,798	$	845,850

23

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Nine Months ended September 30, 2020 (a)	Engine Management		Temperature Control		Other (b)		Total
Major Product Group:
Ignition, emission control, fuel and safety  related system products	$	498,204	$	0	$	5,370	$	503,574
Wire and cable		105,621		0		130		105,751
Compressors		0		141,011		1,029		142,040
Other climate control parts		0		93,216		1,269		94,485
Total	$	603,825	$	234,227	$	7,798	$	845,850
Major Sales Channel:
Aftermarket	$	493,903	$	214,319	$	7,798	$	716,020
OE/OES		96,840		19,097		0		115,937
Export		13,082		811		0		13,893
Total	$	603,825	$	234,227	$	7,798	$	845,850

(a) Segment net sales include intersegment sales in our Engine Management and Temperature Control segments.

(b) Other consists of the elimination of intersegment sales from our Engine Management and Temperature Control segments as well as sales from our Canadian business unit that does not meet the criteria of a reportable operating segment. Intersegment wire and cable sales for the three months and nine months ended September 30, 2021 exceeded third party sales from our Canadian business unit.

Geographic Area

We sell our line of products primarily in the United States, with additional sales in Canada, Mexico, Europe, Asia and Latin America.  Sales are attributed to countries based upon the location of the customer.  Our sales are substantially denominated in U.S. dollars.

Major Product Group

The Engine Management segment of the Company principally generates revenue from the sale of automotive engine parts in the automotive aftermarket including ignition, emission control, fuel and safety related system products, and wire and cable parts.  The Temperature Control segment of the Company principally generates revenue from the sale of automotive temperature control systems parts in the automotive aftermarket including air conditioning compressors and other climate control parts.

Major Sales Channel

In the aftermarket channel, we sell our products to warehouse distributors and retailers.  Our customers buy directly from us and sell directly to jobber stores, professional technicians and to “do-it-yourselfers” who perform automotive repairs on their personal vehicles.  In the OE and Original Equipment Service (“OES”) channel, we sell our products to original equipment manufacturers who redistribute our products within their distribution network, independent dealerships and service dealer technicians.  Lastly, in the Export channel, our domestic entities sell to customers outside the United States.

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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Note 16.  Commitments and Contingencies

Asbestos

In 1986, we acquired a brake business, which we subsequently sold in March 1998 and which is accounted for as a discontinued operation in the accompanying statement of operations.  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 settlements, awards of asbestos-related damages, and defense of such claims.  At September 30, 2021, approximately 1,585 cases were outstanding for which we may be responsible for any related liabilities.  Since inception in September 2001 through September 30, 2021, the amounts paid for settled claims and awards of asbestos-related damages, including interest, were approximately $53.4 million.  We do not have insurance coverage for the indemnity and defense costs associated with the claims we face.

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 such claims.  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; and perform an actuarial evaluation in the third quarter of each year and whenever events or changes in circumstances indicate that additional provisions may be necessary. 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 and awards of asbestos-related damages to date; and (5) an analysis of closed with pay ratios and lag patterns in order to develop average future settlement values. 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 and awards of asbestos-related damages 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.

In accordance with our policy to perform an annual actuarial evaluation in the third quarter of each year, an updated actuarial study was performed as of August 31, 2021.  The results of the August 31, 2021 study included an estimate of our undiscounted liability for settlement payments and awards of asbestos-related damages, excluding legal costs and any potential recovery from insurance carriers, ranging from $60.9 million to $100.2 million for the period through 2065.  The change from the updated prior year study, which was performed in December of 2020, was a $2.1 million decrease for the low end of the range and a $1.1 million increase for the high end of the range.  The change in the estimated undiscounted liability from the updated prior year study at both the low end and high end of the range reflects our actual experience, our historical data and certain assumptions with respect to events that may occur in the future.  Based upon the results of the August 31, 2021 actuarial study, in September 2021, we increased our asbestos liability to $60.9 million, the low end of the range, and recorded an incremental pre-tax provision of $5.3 million in earnings (loss) from discontinued operations in the accompanying statement of operations. Future legal costs, which are expensed as incurred and reported in earnings (loss) from discontinued operations in the accompanying statement of operations, are estimated, according to the August 2021 study, to range from $49.4 million to $99.3 million for the period through 2065.  Total operating cash outflows related to discontinued operations, which include settlements, awards of asbestos-related damages and legal costs, net of taxes, were $7.3 million and $4.7 million for the nine months ended September 30, 2021 and 2020, respectively.

We plan to perform an annual actuarial evaluation during the third quarter of each year for the foreseeable future and whenever events or changes in circumstances indicate that additional provisions may be necessary. 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 events and changes in circumstances surrounding these potential liabilities in determining whether to perform additional actuarial evaluations and 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.

25

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

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.

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 September 30, 2021 and 2020, we have accrued $18.9 million and $20.5 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						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Balance, beginning of period	$	18,213		$	17,760		$	17,663		$	17,175
Liabilities accrued for current year sales		27,381			26,954			72,720			71,816
Settlements of warranty claims		(26,730	)		(24,195	)		(71,519	)		(68,472	)
Balance, end of period	$	18,864		$	20,519		$	18,864		$	20,519

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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 or loss in business relationships with our major customers and in the timing, size and continuation of our customers’ programs; changes in our supply chain financing arrangements, such as changes in terms, termination of contracts and/or the impact of rising interest rates; the ability of our customers to achieve their projected sales; competitive product and pricing pressures; increases in production or material costs, including procurement costs resulting from higher tariffs, that cannot be recouped in product pricing; the performance of the aftermarket, heavy duty, industrial equipment and original equipment markets; changes in the product mix and distribution channel mix; economic and market conditions; successful integration of acquired businesses; our ability to achieve benefits from our cost savings initiatives; product liability and environmental matters (including, without limitation, those related to asbestos-related contingent liabilities and remediation costs at certain properties); the effects of widespread public health crises, including the coronavirus (COVID-19) pandemic; 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.

Overview

We are a leading automotive parts manufacturer and distributor for engine management and temperature control systems of motor vehicles in the automotive aftermarket industry with a complementary focus on the heavy duty, industrial equipment and original equipment markets.

We are organized into two operating segments.  Each segment focuses on providing our customers with full-line coverage of its products, and a full suite of complementary services that are tailored to our customers’ business needs and driving end-user demand for our products.  We sell our products primarily to automotive aftermarket retailers, program distribution groups, warehouse distributors, original equipment manufacturers and original equipment service part operations in the United States, Canada, Europe, Asia, Mexico and other Latin American countries.

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.  Ordinarily, a warm summer, as we experienced in 2020, would increase the demand for our temperature control products, while a somewhat mild summer, as we experienced in 2019, may lessen such demand.  While the COVID-19 pandemic caused large shifts in sales demand between quarters in 2020, our business has returned to a more normalized pattern of seasonality and variability in demand of our Temperature Control products in 2021. As such, our working capital requirements are expected to have peaked 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.

27

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.

Environmental, Social and Governance (ESG) and Human Capital

Our Company was founded in 1919 on the values of integrity, common decency and respect for others.  These values continue to this day and are embodied in our Code of Ethics, which has been adopted by the Board of Directors of the Company to serve as a statement of principles to guide our decision-making and reinforce our commitment to these values in all aspects of our business.  We believe that our commitment to our Company, our employees and the communities within which we operate has led to high employee satisfaction and low employee turnover, and our commitment to our customers, suppliers and business partners has resulted in high customer satisfaction, as evidenced by the customer awards that we routinely win, and decades-long customer relationships.

We also take environmental and social issues seriously.  We believe that our commitment to identifying and implementing positive environmental and social related business practices strengthens our Company, improves our relationship with our shareholders and better serves our customers, our communities and the broader environment within which we conduct our business. To further our commitment to these values, in 2020, we formed a multi-disciplinary leadership team comprised of our Chief Executive Officer and other executive officers to lead our efforts in this area, and we launched the SMPCares^TM initiative to put our philanthropic plans into practice.  Additionally, in 2021, we established a committee to drive diversity, equity and inclusion initiatives throughout our company.

For further information regarding our Environmental, Social and Governance (ESG) and Human Capital policies and practices, refer to Item 1 “Business” under the heading “Environmental, Social and Governance (ESG) and Human Capital” of our Annual Report on Form 10-K for the year ended December 31, 2020.

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Impact of the Coronavirus (“COVID-19”)

On an ongoing basis, we continue to monitor the impact, if any, of COVID-19 on the global economy, our industry, business, and the markets that we serve.  In response to the COVID-19 pandemic, in 2020, we established a committee, comprised of our executive officers, to oversee the Company’s risk identification, management and mitigation strategies regarding the impact of the pandemic on our business and operations.  The committee continues to meet on a regular basis, monitoring events related to the pandemic and any appropriate actions to be taken.  Among the issues that are actively being monitored by the committee are the general state of economic conditions, governmental measures in response to the pandemic, the spread of the Delta variant, and the enactment of policies and practices to ensure the health and safety of our employees, contractors and customers, as well as customer demand for our products and any potential disruptions in our supply chain.

As related to the performance of our business, we were declared an essential business under national and regional shelter-in-place orders and, as such, our business operations continued throughout 2020.  After a downturn in net sales initially in the second quarter of 2020, customer orders strengthened in the last half of the second quarter and continued throughout 2020, resulting in strong net sales for the year ended December 31, 2020.  Net sales during 2021 continued back to a more normalized level, as we experienced strong demand for our products, and a seasonal trend that was more in line with years prior to 2020.

Regarding the health and welfare of our employees, contractors and customers, we have implemented a number of policies and practices at all of our facilities.  We have established protocols for individuals who have tested positive, and for employees who have symptoms, or have been exposed to the virus.  All of our facilities are thoroughly cleaned and sanitized daily, and all state mandated protocols are followed. We actively monitor vaccination rates at all of our facilities and closely follow government mandates in establishing work policies and practices.  The health and safety of our employees, vendors and visitors has always been and will continue to be our first priority.

Although our business remains strong and we continue to monitor the impact of the pandemic, any uncertain future effect of the pandemic may have a material adverse effect on our business, financial condition and results of operations.

Impact of Global Supply Chain Disruption and Inflation

Disruptions in the global economy in 2020 and the lingering impacts into 2021 have impeded global supply chains, resulted in longer lead times and delays in procuring component parts and raw materials, and resulted in inflationary cost increases in certain raw materials, labor and transportation.  In response to the global supply chain volatility and inflationary cost increases, we have taken, and continue to take, several actions to mitigate the impact by working closely with our suppliers and customers to minimize any potential adverse impacts on our business, including initiating cost savings initiatives and the pass through of higher costs to our customers which will begin in the fourth quarter of 2021.  We expect these inflationary trends to continue for some time, and while we believe that we will be able to somewhat offset the impact, there can be no assurances that unforeseen future events in the global supply chain, and inflationary pressures, will not have a material adverse effect on our business, financial condition and results of operations.

Impact of Changes in U.S. Trade Policy

Changes in U.S. trade policy, particularly as it relates to China, as with much of our industry, have resulted in the assessment of increased tariffs on goods that we import into the United States.  Although our operating results in 2021 have been only slightly impacted by the tariff costs associated with Chinese sourced products, we have taken, and continue to take, several actions to mitigate the impact of the increased tariffs, including but not limited to, price increases to our customers.  We do not anticipate that the increased tariffs will have a significant impact on our future operating results.  Although we are confident that we will be able to pass along the impact of the increased tariffs to our customers, there can be no assurances that we will be able to pass on the entire increased costs imposed by the tariffs.

29

Interim Results of Operations:

Comparison of the Three Months Ended September 30, 2021 to the Three Months Ended September 30, 2020

Sales.  Consolidated net sales for the three months ended September 30, 2021 were $370.3 million, an increase of $26.7 million, or 7.8%, compared to $343.6 million in a very strong same period of 2020, when business was surging as we emerged from the pandemic related lockdowns.  Consolidated net sales increased in both our Engine Management and Temperature Control Segments, with the majority of our net sales to customers located in the United States.

The following table summarizes consolidated net sales by segment and by major product group within each segment for the three months ended September 30, 2021 and 2020 (in thousands):

	Three Months Ended September 30,
	2021		2020
Engine Management:
Ignition, Emission Control, Fuel and Safety Related System Products	$	208,443	$	190,891
Wire and Cable		38,708		38,663
Total Engine Management		247,151		229,554
Temperature Control:
Compressors		75,080		70,785
Other Climate Control Parts		43,995		39,608
Total Temperature Control		119,075		110,393
All Other		4,084		3,662
Total	$	370,310	$	343,609

Engine Management’s net sales increased $17.6 million, or 7.7%, to $247.2 million for the three months ended September 30, 2021.  Net sales in ignition, emission control, fuel and safety related system products for the three months ended September 30, 2021 were $208.4 million, an increase of $17.5 million, or 9.2%, compared to $190.9 million in the same period of 2020.  Net sales in the wire and cable product group for the three months ended September 30, 2021 were $38.7 million, essentially flat when compared to the three months ended September 30, 2020.  Engine Management’s net sales increased in the third quarter of 2021 when compared to the same period in 2020, reflecting the impact of successful customer initiatives in the marketplace, new business wins, and continued strong customer demand, along with incremental net sales from our soot sensor, Trombetta and Stabil acquisitions.  These impacts more than offset the impact of the lower net sales from the decision, in December 2020, of a large retail customer to pursue a private brand strategy.

Incremental net sales from our soot sensor, Trombetta and Stabil acquisitions of $20.5 million were included in the net sales of the ignition, emission control, fuel and safety related system products market from the date of acquisition through September 30, 2021.  Compared to the third quarter of 2020, excluding the incremental net sales from the acquisitions, net sales in the ignition, emission control, fuel and safety related products market decreased $3 million, or 1.6%, and Engine Management net sales decreased $2.9 million, or 1.3%, as the aforementioned sales efforts almost completely overcame the loss of a customer.

Temperature Control’s net sales increased $8.7 million, or 7.9%, to $119.1 million for the three months ended September 30, 2021.  Net sales in the compressors product group for the three months ended September 30, 2021 were $75.1 million, an increase of $4.3 million, or 6.1%, compared to $70.8 million in the same period of 2020.  Net sales in the other climate control parts product group for the three months ended September 30, 2021 were $44 million, an increase of $4.4 million, or 11.1%, compared to $39.6 million in the three months ended September 30, 2020.  Temperature Control’s increase in net sales for the third quarter of 2021 compared to the same period in 2020 reflects the impact of continued strong customer demand stemming from the impact of very warm summer weather conditions and the replenishment of customer inventory levels.  Demand for our Temperature Control products may vary significantly with summer weather conditions and customer inventory levels.

30

Gross Margins.  Gross margins, as a percentage of consolidated net sales, decreased to 28.4% in the third quarter of 2021, compared to 31.4% in the third quarter of 2020.  The following table summarizes gross margins by segment for the three months ended September 30, 2021 and 2020, respectively (in thousands):

Three Months Ended September 30,	Engine Management			Temperature Control			Other		Total
2021
Net sales	$	247,151		$	119,075		$	4,084	$	370,310
Gross margins		66,714			33,815			4,676		105,205
Gross margin percentage		27	%		28.4	%		—		28.4	%
2020
Net sales	$	229,554		$	110,393		$	3,662	$	343,609
Gross margins		72,361			32,212			3,175		107,748
Gross margin percentage		31.5	%		29.2	%		—		31.4	%

Compared to the third quarter of 2020, gross margins at Engine Management decreased 4.5 percentage points from 31.5% to 27%, while gross margins at Temperature Control decreased 0.8 percentage points from 29.2% to 28.4%. The gross margin percentage decrease in Engine Management compared to the prior year reflects primarily the unfavorable impact of lower fixed cost absorption due to more normalized production levels, inflationary cost increases in certain raw materials, labor and transportation, and a higher mix of heavy duty OE sales from recent acquisitions, which has a different margin profile than our aftermarket business with lower gross margins but comparable operating margins.  Unusually high production volumes in the third quarter of 2020, as we rebuilt inventories in response to strong customer demand, fueled by the overall recovery from the COVID-19 pandemic, favorably impacted Engine Management gross margins during the third quarter of 2020.

The slight gross margin percentage decrease in gross margin at Temperature Control compared to the prior year reflects the impact of inflationary cost increases in certain raw materials, labor and transportation, in spite of the continued strong year-over-year production volumes.  While we anticipate continued margin pressures at both Engine Management and Temperature Control resulting from inflationary cost increases, we believe that our annual cost savings initiatives, and our ability to pass through higher prices to our customers, will help to offset the impact of the anticipated inflationary increases on our margins.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses (“SG&A”) were $66.5 million, or 18% of consolidated net sales, in the third quarter of 2021, as compared to $59.5 million, or 17.3% of consolidated net sales, in the third quarter of 2020.  The $7 million increase in SG&A expenses as compared to the third quarter of 2020 is principally due to (1) higher distribution costs associated with higher sales volumes and the impact of an increase in freight costs, (2) higher selling, marketing and employee compensation costs, and (3) the impact of incremental expenses of $3 million from our soot sensor, Trombetta and Stabil acquisitions, including amortization of intangible assets acquired.  The lower than historical SG&A expense percentage of consolidated net sales achieved in the third quarter of 2021 reflects the impact of discretionary cost reduction measures implemented in 2020 and carried over into 2021, along with better expense leverage given the higher sales volumes.

Restructuring and Integration Expenses.  Restructuring and integration expenses for the third quarter of 2021 were $0.2 million compared to restructuring and integration expenses of $0.3 million for the third quarter of 2020.  Restructuring and integration expenses incurred in the third quarter of 2021 relate to the relocation in our Engine Management Segment of certain inventory, machinery, and equipment acquired in our March 2021 soot sensor acquisition; while restructuring and integration expenses incurred in the third quarter of 2020 relate to the increase in environmental cleanup costs for ongoing monitoring and remediation in connection with the prior closure of our manufacturing operations at our Long Island City, New York location.

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Operating Income.  Operating income decreased to $38.5 million, or 10.4% of consolidated net sales, in the third quarter of 2021, compared to $48 million, or 14% of consolidated net sales, in the third quarter of 2020.  The year-over-year decrease in operating income of $9.5 million is the result of the impact of lower gross margins as a percentage of consolidated net sales and higher SG&A expenses, which more than offset the impact of higher consolidated net sales. Operating income of 10.4% of consolidated net sales achieved in the third quarter of 2021 is in line with historical third quarter operating margin percentages achieved.

Other Non-Operating Income, Net.  Other non-operating income, net was $0.8 million in the third quarter of 2021, compared to $0.5 million in the third quarter of 2020.  The year-over-year increase in other non-operating income, net results primarily from the increase in year-over-year equity income from our joint ventures, partially offset by the unfavorable impact of changes in foreign currency exchange rates.

Interest Expense.  Interest expense increased to $0.7 million in the third quarter of 2021, compared to $0.5 million in the third quarter of 2020.  The year-over-year increase in interest expense reflects the impact of higher average outstanding borrowings under our revolving credit facility in 2021 when compared to 2020 offset, in part, by the impact of lower year-over-year average interest rates.

Income Tax Provision.  The income tax provision in the third quarter of 2021 was $9.5 million at an effective tax rate of 24.5% compared to $11.8 million at an effective tax rate of 24.6% for the same period in 2020.  The effective tax rate was essentially flat year-over-year.

Loss from Discontinued Operations.  Loss from discontinued operations, net of income tax, during the third quarter of 2021 and 2020, reflects information contained in the actuarial studies performed as of August 31, 2021 and 2020, other information available and considered by us, and legal expenses associated with our asbestos related liability.  During the third quarter of 2021 and 2020, we recorded a loss of $5.1 million and $7.6 million from discontinued operations, respectively. The loss from discontinued operations for the third quarter of 2021 and 2020 includes a $5.3 million and an $8.7 million pre-tax provision, respectively, to increase our indemnity liability in line with the August 31, 2021 and 2020 actuarial studies.  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.

Net Earnings Attributable to Noncontrolling Interest.  In May 2021, we acquired the Trombetta business for $111.7 million, subject to certain post-closing adjustments.  As part of the acquisition, we acquired a 70% ownership in a joint venture in Hong Kong, with operations in Shanghai and Wuxi, China (“Trombetta Asia, Ltd.”).  Net earnings attributable to the noncontrolling interest of $13,000 during the third quarter of 2021 represents 30% of the net earnings of Trombetta Asia, Ltd. during the three months ended September 30, 2021.

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Comparison of the Nine Months Ended September 30, 2021 to the Nine Months Ended September 30, 2020

Sales.  Consolidated net sales for the nine months ended September 30, 2021 were $988.9 million, an increase of $143 million, or 16.9%, compared to $845.9 million in the same period of 2020, which was adversely impacted in the first half of 2020 by the pandemic.  Consolidated net sales increased in both our Engine Management and Temperature Control Segments, with the majority of our net sales to customers in the United States.

The following table summarizes consolidated net sales by segment and by major product group within each segment for the nine months ended September 30, 2021 and 2020 (in thousands):

	Nine Months Ended September 30,
	2021		2020
Engine Management:
Ignition, Emission Control, Fuel and Safety Related System Products	$	574,595	$	498,204
Wire and Cable		117,790		105,621
Total Engine Management		692,385		603,825
Temperature Control:
Compressors		178,031		141,011
Other Climate Control Parts		109,988		93,216
Total Temperature Control		288,019		234,227
All Other		8,535		7,798
Total	$	988,939	$	845,850

Engine Management’s net sales increased $88.6 million, or 14.7%, to $692.4 million for the first nine months of 2021.  Net sales in ignition, emission control, fuel and safety related system products for the nine months ended September 30, 2021 were $574.6 million, an increase of $76.4 million, or 15.3%, compared to $498.2 million in the same period of 2020.  Net sales in the wire and cable product group for the nine months ended September 30, 2021 were $117.8 million, an increase of $12.2 million, or 11.5%, compared to $105.6 million in the nine months ended September 30, 2020.  Engine Management’s increase in net sales for the first nine months of 2021 compared to the same period in 2020 reflects the impact of successful customer initiatives in the marketplace, new business wins, continued strong customer demand, and incremental net sales from our soot sensor, Trombetta and Stabil acquisitions, along with the favorable year-over-year impact of having lower net sales in the first nine months of 2020 due to the general weakness in the economy caused by the COVID-19 pandemic.  The favorable net sales results achieved by Engine Management in the first nine months of 2021 more than offset the impact of the lower net sales from the decision, in December 2020, of a large retail customer to pursue a private brand strategy.

Incremental net sales from our soot sensor, Trombetta and Stabil acquisitions of $30 million were included in the net sales of the ignition, emission control, fuel and safety related system products market from the date of acquisition through September 30, 2021.  Compared to the first nine months of 2020, excluding the incremental net sales from the acquisitions, net sales in the ignition, emission control, fuel and safety related products market increased $46.4 million, or 9.3%, and Engine Management net sales increased $58.6 million, or 9.7%.

Temperature Control’s net sales increased $53.8 million, or 23%, to $288 million for the first nine months of 2021.  Net sales in the compressors product group for the nine months ended September 30, 2021 were $178 million, an increase of $37 million, or 26.2%, compared to $141 million in the same period of 2020.  Net sales in the other climate control parts product group for the nine months ended September 30, 2021 were $110 million, an increase of $16.8 million, or 18%, compared to $93.2 million in the nine months ended September 30, 2020.  Temperature Control’s increase in net sales for the first nine months of 2021 compared to the same period in 2020 reflects the impact of continued strong customer demand stemming from the impact of very warm summer weather conditions and the replenishment of customer inventory levels, along with the favorable year-over-year impact of having lower net sales in the first nine months of 2020 due to the general weakness in the economy caused by the COVID-19 pandemic.  Demand for our Temperature Control products may vary significantly with summer weather conditions and customer inventory levels.

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Gross Margins.  Gross margins, as a percentage of consolidated net sales, increased to 29.1% in the first nine months of 2021, compared to 28.7% during the same period in 2020.  The following table summarizes gross margins by segment for the nine months ended September 30, 2021 and 2020, respectively (in thousands):

Nine Months Ended September 30,	Engine Management			Temperature Control			Other		Total
2021
Net sales	$	692,385		$	288,019		$	8,535	$	988,939
Gross margins		199,231			78,468			10,562		288,261
Gross margin percentage		28.8	%		27.2	%		—		29.1	%
2020
Net sales	$	603,825		$	234,227		$	7,798	$	845,850
Gross margins		175,296			60,828			6,377		242,501
Gross margin percentage		29	%		26	%		—		28.7	%

Compared to the first nine months of 2020, gross margins at Engine Management decreased 0.2 percentage points from 29% to 28.8%, while gross margins at Temperature Control increased 1.2 percentage points from 26% to 27.2%.  The gross margin percentage decrease in Engine Management compared to the prior year reflects the impact of the lower gross margins achieved in the third quarter of 2021 compared to the third quarter of 2020, resulting from lower fixed cost absorption due to more normalized production levels, inflationary cost increases in certain raw materials, labor and transportation, which began in the second quarter of 2021, and a higher mix of heavy duty OE sales from recent acquisitions, which has a different margin profile than our aftermarket business with lower gross margins but comparable operating margins.  Engine Management gross margins in the first half of 2021 were favorably impacted by higher year-over-year absorption due to higher production volumes to build inventory levels, and the impact of year-over-year production variances carried over from the prior year, both of which did not recur in the third quarter of 2021.

The gross margin percentage increase in Temperature Control compared to the prior year reflects the favorable impact during the first nine months of 2021 of higher year-over-year absorption due to higher production volumes, which more than offset the unfavorable impact in the third quarter of 2021 of inflationary cost increases in certain raw materials, labor and transportation.  While we anticipate continued margin pressures at both Engine Management and Temperature Control resulting from inflationary cost increases, we believe that our annual cost initiatives, and our ability to pass through higher prices to our customers, will help to offset the impact of the inflationary increases on our margins.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses (“SG&A”) were $183.3 million, or 18.5% of consolidated net sales, in the first nine months of 2021, as compared to $163.7 million, or 19.4% of consolidated net sales in the first nine months of 2020.  The $19.6 million increase in SG&A expenses as compared to the first nine months of 2020 is principally due to (1) higher distribution costs associated with higher sales volumes and the impact of an increase in freight costs, (2) higher selling, marketing and employee compensation costs, and (3) the impact of incremental expenses of $4.2 million from our soot sensor, Trombetta and Stabil acquisitions, including amortization of intangible assets acquired.  The lower year-over-year SG&A expense percentage of consolidated net sales reflects the impact of discretionary cost reduction measures implemented in 2020 and carried over into 2021, and higher year-over-year sales volumes.

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Restructuring and Integration Expenses.  Restructuring and integration expenses for the nine months ended September 30, 2021 were $0.2 million compared to restructuring and integration expenses of $0.5 million in the same period of 2020.  Restructuring and integration expenses incurred in the first nine months  of 2021 relate to the relocation in our Engine Management Segment of certain inventory, machinery, and equipment acquired in our March 2021 soot sensor acquisition; while restructuring and integration expenses incurred in the first nine months of 2020 relate to (1) the increase in environmental cleanup costs for ongoing monitoring and remediation in connection with the prior closure of our manufacturing operations at our Long Island City, New York location, and (2) costs related to the residual relocation activities in our Engine Management segment in connection with our integration of the Pollak business of Stoneridge, Inc., acquired in April 2019.

Operating Income.  Operating income was $104.8 million, or 10.6% of consolidated net sales, in the first nine months of 2021, compared to $78.3 million, or 9.3% of consolidated net sales, for the same period in 2020.  The year-over-year increase in operating income of $26.5 million is the result of the impact of higher consolidated net sales, and higher gross margins as a percentage of consolidated net sales, which more than offset the impact of higher SG&A expenses.  Operating income of 10.6% of consolidated net sales achieved in the first nine months of 2021 is in line historical operating margin percentages achieved.

Other Non-Operating Income, Net.  Other non-operating income, net was $2.2 million in the first nine months of 2021, compared to $0.6 million in the first nine months of 2020.  The year-over-year increase in other non-operating income, net results primarily from the increase in year-over-year equity income from our joint ventures, partially offset by the unfavorable impact of changes in foreign currency exchange rates.  During the first quarter of 2020, our joint ventures in China experienced temporary shutdowns due to the impact of the COVID-19 pandemic, resulting in significantly lower equity income.  In March 2020, the joint ventures reopened and resumed manufacturing and distribution.

Interest Expense.  Interest expense decreased to $1.4 million in the first nine months of 2021, compared to $2.1 million for the same period in 2020.  The year-over-year decrease in interest expense reflects the impact of lower average outstanding borrowings in the first nine months of 2021 when compared to first nine months of 2020, and lower year-over-year average interest rates on our revolving credit facility.

Income Tax Provision.  The income tax provision for the nine months ended September 30, 2021 was $26.3 million at an effective tax rate of 24.9%, compared to $19.1 million at an effective tax rate of 24.9% for the same period in 2020. The effective tax rate was essentially flat year-over-year.

Loss from Discontinued Operations.  Loss from discontinued operations, net of income tax, during the nine months ended September 30, 2021 and 2020, reflects information contained in the actuarial studies performed as of August 31, 2021 and 2020, other information available and considered by us, and legal expenses associated with our asbestos related liability.  During the first nine months of 2021 and 2020, we recorded a loss of $7.1 million and $9.5 million from discontinued operations, respectively.  The loss from discontinued operations for the nine months ended September 30, 2021 and 2020 includes a $5.3 million and $8.7 million pre-tax provision, respectively, to increase our indemnity liability in line with the August 31, 2021 and 2020 actuarial studies.  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.

Net Earnings Attributable to Noncontrolling Interest.  In May 2021, we acquired the Trombetta business for $111.7 million, subject to certain post-closing adjustments.  As part of the acquisition, we acquired a 70% ownership in a joint venture in Hong Kong, with operations in Shanghai and Wuxi, China (“Trombetta Asia, Ltd.”).  Net earnings attributable to the noncontrolling interest of $32,000 during the nine months ended September 30, 2021 represents 30% of the net earnings of Trombetta Asia, Ltd. from the date of acquisition through September 30, 2021.

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Restructuring and Integration Programs

In connection with our soot sensor acquisition in March 2021, we incurred integration expenses of $0.2 million during the third quarter of 2021, in our Engine Management segment, relating to the relocation of certain inventory, machinery, and equipment to our facility in Independence, Kansas.  We anticipate total relocation expenses to approximate $0.4 million and expect the relocation to be completed within 12 months.

All of our other restructuring and integration programs are substantially completed.  For a detailed discussion of restructuring and integration costs, see Note 4, “Restructuring and Integration Expenses,” of the notes to our consolidated financial statements (unaudited).

Liquidity and Capital Resources

Operating Activities. During the first nine months of 2021, cash provided by operating activities was $79.1 million compared to cash provided by operating activities of $78.6 million in the same period of 2020. The increase in cash provided by operating activities resulted primarily from the increase in net earnings, the smaller year-over-year increase in accounts receivable, and the increase in accounts payable compared to a decrease in accounts payable in the prior year, partially offset by the increase in inventories compared to the decrease in inventories in the prior year, the smaller year-over-year increase in sundry payables and accrued expenses, and the smaller year-over-year decrease in prepaid expenses and other current assets.

Net earnings during the first nine months of 2021 were $72.2 million compared to $48.2 million in the first nine months of 2020.  During the first nine months of 2021, (1) the increase in accounts receivable was $15.3 million compared to the year-over-year increase in accounts receivable of $83.9 million in 2020; (2) the increase in inventories was $52.7 million compared to the year-over-year decrease in inventories of $53.3 million in 2020; (3) the increase in accounts payable was $24.2 million compared to the year-over-year decrease in accounts payable of $13.1 million in 2020; (4) the decrease in prepaid expenses and other current assets was $2.3 million compared to the year-over-year decrease in prepaid expenses and other current assets of $5.6 million in 2020; and (5) the increase in sundry payables and accrued expenses was $18.9 million compared to the year-over-year increase in sundry payables of $31.7 million in 2020.  The increase in inventories during the first nine months of 2021 reflects actions taken to meet continued strong customer demand, to replenish stock levels, which were depleted after record sales in the last half of 2020, and to serve as a hedge against the global disruptions in the supply chain.  We continue to actively manage our working capital to maximize our operating cash flow.

Investing Activities.  Cash used in investing activities was $144 million in the first nine months of 2021, compared to $13.2 million in the same period of 2020.  Investing activities during the first nine months of 2021 consisted of (1) the payment of $15.4 million, net of $0.9 million of cash acquired, for our acquisition of 100% of the capital stock of Stabil Operative Group GmbH, a German company, (“Stabil”); (2) the payment of $107.1 million, net of $4.6 million of cash acquired, for our acquisition of 100% of the capital stock of Trumpet Holdings, Inc., a Delaware corporation, (“Trombetta”); (3) the payment of $2.1 million for our acquisition of certain assets of the soot sensor product lines from Stoneridge, Inc.; and (4) capital expenditures of $19.4 million.  Investing activities during the first nine months of 2020 consisted of capital expenditures of $13.2 million.

Financing Activities.  Cash provided by financing activities was $79.1 million in the first nine months of 2021 as compared to cash used in financing activities of $59.1 million in the same period of 2020.  During the first nine months of 2021, we (1) increased our borrowings under our revolving credit facility by $118.9 million; (2) increased our borrowings under lease obligations and our Polish overdraft facility by $2.9 million; (3) made cash payments for the repurchase of shares of our common stock of $26.5 million; and (4) paid dividends of $16.7 million.  Cash provided by operating activities, along with borrowings under our revolving credit agreement, lease obligations and Polish overdraft facility were used to fund our investing activities, purchase shares of our common stock and pay dividends.

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During the first nine months of 2020, we (1) reduced our borrowings under our revolving credit facility by $44 million; (2) reduced our borrowings under lease obligations and our Polish overdraft facility by $0.8 million; (3) made cash payments for the repurchase of shares of our common stock of $8.7 million; and (4) paid dividends of $5.6 million.  Cash provided by operating activities was used to reduce our borrowings under our revolving credit agreement, lease obligations and Polish overdraft facility, and to fund our investing activities, purchase shares of our common stock and pay dividends.

Dividends of $16.7 million and $5.6 million were paid in 2021 and 2020, respectively.  In January 2020, our Board of Directors voted to increase our quarterly dividend from $0.23 per share in 2019 to $0.25 per share in 2020.  In April 2020, in response to the impact of the COVID-19 pandemic on our business, our Board of Directors approved to temporarily suspend our quarterly cash dividend payments.  In October 2020, our Board of Directors approved the reinstatement of our quarterly cash dividend of $0.25 per share, and in February 2021, our Board of Directors voted to maintain our quarterly dividend at $0.25 per share in 2021.

Liquidity.

Our primary cash requirements include working capital, capital expenditures, regular quarterly dividends, stock repurchases, principal and interest payments on indebtedness and acquisitions.  Our primary sources of funds are ongoing net cash flows from operating activities and availability under our secured revolving credit facility (as detailed below).

In December 2018, we amended our Credit Agreement with JPMorgan Chase Bank, N.A., as agent, and a syndicate of lenders.  The amended credit agreement provides for a senior secured revolving credit facility with a line of credit of up to $250 million (with an additional $50 million accordion feature) and extends the maturity date to December 2023.  The line of credit under the amended credit agreement also allows for a $10 million line of credit to Canada as part of the $250 million available for borrowing.  Direct borrowings under the amended credit agreement bear interest at LIBOR plus a margin ranging from 1.25% to 1.75% based on our borrowing availability, or floating at the alternate base rate plus a margin ranging from 0.25% to 0.75% based on our borrowing availability, at our option.  The amended credit agreement is guaranteed by certain of our subsidiaries and secured by certain of our assets.

Borrowings under the amended credit agreement are secured by substantially all of our assets, including accounts receivable, inventory and certain fixed assets, and those of certain of our subsidiaries.  Availability under the amended credit agreement is based on a formula of eligible accounts receivable, eligible drafts presented to the banks under our supply chain financing arrangements and eligible inventory.  After taking into account outstanding borrowings under the amended credit agreement, there was an additional $118.4 million available for us to borrow pursuant to the formula at September 30, 2021.  The loss of business of one or more of our key customers or, a significant reduction in purchases of our products from any one of them, could adversely impact availability under our revolving credit facility.

Outstanding borrowings under the amended credit agreement, which are classified as current liabilities, were $128.9 million and $10 million at September 30, 2021 and December 31, 2020, respectively; while letters of credit outstanding under the amended credit agreement were $2.6 million and $2.8 million at September 30, 2021 and December 31, 2020, respectively.  Borrowings under the credit agreement have been classified as current liabilities based upon accounting rules and certain provisions in the agreement.

At September 30, 2021, the weighted average interest rate on our amended credit agreement was 1.4%, which consisted of $125 million in direct borrowings at 1.3% and an alternative base rate loan of $3.9 million at 3.5%.  At December 31, 2020, the weighted average interest rate on our amended credit agreement was 1.4%, which consisted of $10 million in direct borrowings.  During the nine months ended September 30, 2021, our average daily alternative base rate loan balance was $1 million, compared to a balance of $1.3 million for the nine months ended September 30, 2020, and a balance of $1.5 million for the year ended December 31, 2020.

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At any time that our borrowing availability is less than the greater of either (a) $25 million, or 10% of the commitments if fixed assets are not included in the borrowing base, or (b) $31.25 million, or 12.5% of the commitments if fixed assets are included in the borrowing base, the terms of the amended credit agreement provide for, among other provisions, a financial covenant requiring us, on a consolidated basis, to maintain a fixed charge coverage ratio of 1:1 at the end of each fiscal quarter (rolling four quarters).  As of September 30, 2021, we were not subject to these covenants.  The amended credit agreement permits us to pay cash dividends of $20 million and make stock repurchases of $20 million in any fiscal year subject to a minimum availability of $25 million.  Provided specific conditions are met, the amended credit agreement also permits acquisitions, permissible debt financing, capital expenditures, and cash dividend payments and stock repurchases of greater than $20 million.

Our Polish subsidiary, SMP Poland sp. z.o.o., has entered into an overdraft facility with HSBC France (Spolka Akcyjna) Oddzial w Polsce, formerly HSBC Bank Polska S.A., for Zloty 30 million (approximately $7.5 million).  The facility, as amended, expires in December 2021.  Borrowings under the overdraft facility will bear interest at a rate equal to WIBOR + 1.5% and are guaranteed by Standard Motor Products, Inc., the ultimate parent company.  At September 30, 2021 and December 31, 2020, borrowings under the overdraft facility were Zloty 11.6 million (approximately $2.9 million) and Zloty 0.4 million (approximately $0.1 million), respectively.

In order to reduce our accounts receivable balances and improve our cash flow, we are party to several supply chain financing arrangements, in which we may sell certain of our customers’ trade accounts receivable to such customers’ financial institutions.  We sell our undivided interests in certain of these receivables at our discretion when we determine that the cost of these arrangements is less than the cost of servicing our receivables with existing debt.  Under the terms of the agreements, we retain no rights or interest, have no obligations with respect to the sold receivables, and do not service the receivables after the sale.  As such, these transactions are being accounted for as a sale.

Pursuant to these agreements, we sold $232.5 million and $626.9 million of receivables during the three months and nine months ended September 30, 2021, respectively, and $213.3 million and $511.1 million for the comparable periods in 2020.  Receivables presented at financial institutions and not yet collected as of September 30, 2021 and December 31, 2020 were approximately $5.2 million and $50 million, respectively, and remained in our accounts receivable balance for those periods.  All receivables sold were reflected as a reduction of accounts receivable in the consolidated balance sheet at the time of sale.  A charge in the amount of $3 million and $8.7 million related to the sale of receivables was included in selling, general and administrative expense in our consolidated statements of operations for the three months and nine months ended September 30, 2021, respectively, and $3.5 million and $9.4 million for the comparable periods in 2020.

To the extent that these arrangements are terminated, our financial condition, results of operations, cash flows and liquidity could be adversely affected by extended payment terms, delays or failures in collecting trade accounts receivables.  The utility of the supply chain financing arrangements also depends upon the LIBOR rate, as it is a component of the discount rate applicable to each arrangement.  If the LIBOR rate increases significantly, we may be negatively impacted as we may not be able to pass these added costs on to our customers, which could have a material and adverse effect upon our financial condition, results of operations and cash flows.

In March 2020, our Board of Directors authorized the purchase of up to $20 million of our common stock under a stock repurchase program.  As of December 31, 2020, there was approximately $6.5 million available for future stock purchases under the program.  During the three months ended March 31, 2021, we repurchased 150,273 shares of our common stock at a total cost of $6.5 million, thereby completing the 2020 Board of Directors authorization.

In February 2021, our Board of Directors authorized the purchase of up to $20 million of our common stock under a stock repurchase program.  Under this program, during the three months and nine months ended September 30, 2021, we repurchased 359,639 and 464,992 shares of our common stock, respectively, at a total cost of $15.4 million and $20 million, respectively, thereby completing the 2021 Board of Directors authorization.

In October 2021, our Board of Directors authorized the purchase of up to an additional $30 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.

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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 we will be able to mitigate the future impact, if any, of the COVID-19 pandemic, disruptions in the supply chain, and the impact of the decision of a large retail customer to pursue a private brand strategy for its engine management product line on our business and operating cash flow, by managing our inventories and production levels to align with customer demand for our products, and effectively managing our costs and expenses, and 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, refer to Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ending December 31, 2020.

The following table summarizes our contractual commitments as of September 30, 2021 and expiration dates of commitments through 2031 (a)

(In thousands)	2021		2022		2023			2024		2025			2026-2031	Total
Operating lease obligations	$	2,723	$	10,422	$	9,441		$	7,128	$	5,802	$	11,664	$	47,180
Postretirement benefits		8		29		25			25		25		25		137
Severance payments related to restructuring and integration		56		32		1	��		—		—		—		89
Total commitments	$	2,787	$	10,483	$	9,467		$	7,153	$	5,827	$	11,689	$	47,406

(a) Indebtedness under our revolving credit facility is not included in the table above as it is reported as a current liability in our consolidated balance sheets.  As of September 30, 2021, amounts outstanding under our revolving credit facilities were $128.9 million.

Critical Accounting Policies

We have identified several accounting policies 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, 2020.

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 estimates, or in the assumptions that we use in calculating the estimates, the uncertain future effects, if any, of the COVID-19 pandemic, and other unforeseen changes in the industry, or business, could materially impact the estimates, and may have a material adverse effect on our business, financial condition and 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).

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ITEM 3. 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 September 30, 2021, 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 Hungarian Forint, the Mexican Peso, the Taiwan Dollar, the Chinese Yuan Renminbi and the Hong Kong Dollar.  As of September 30, 2021 and December 31, 2020, 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 September 30, 2021 and December 31, 2020.

In addition, we are party to several supply chain financing arrangements, in which we may sell certain of our customers’ trade accounts receivable to such customers’ financial institutions.  We sell our undivided interests in certain of these receivables at our discretion when we determine that the cost of these arrangements is less than the cost of servicing our receivables with existing debt.  During the three months and nine months ended September 30, 2021, we sold $232.5 million and $626.9 million of 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 $2.3 million and $6.3 million negative impact on our earnings or cash flows during the three months and nine months ended September 30, 2021, 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, 2020.

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ITEM 4. CONTROLS AND PROCEDURES

(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 September 30, 2021, 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.  Additionally, during the nine months ended September 30, 2021, we completed the stock acquisitions of Stabil and Trombetta, and are in the process of integrating the acquired companies and evaluating their internal controls over financial 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

ITEM 1. LEGAL PROCEEDINGS

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).

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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 third quarter of 2021:

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)
July 1 – 31, 2021		—	$	—		—	$	—
August 1 – 31, 2021		202,850		43.30		202,850		6,639,228
September 1 – 30, 2021		156,789		42.34		156,789		—
Total		359,639	$	42.88		359,639	$	—

(1) All shares were purchased through the publicly announced stock repurchase program in open-market transactions.

(2) In February 2021, our Board of Directors authorized the purchase of up to $20 million of our common stock under a stock repurchase program.  Under this program, during the three months and nine months ended September 30, 2021, we repurchased 359,639 and 464,992 shares of our common stock, respectively, at a total cost of $15.4 million and $20 million, respectively, thereby completing the 2021 Board of Directors authorization. In October 2021, our Board of Directors authorized the purchase of up to an additional $30 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.

ITEM 6. EXHIBITS

Exhibit Number
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH**	Inline XBRL Taxonomy Extension Schema Document.
101.CAL**	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB**	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF**	Inline XBRL Taxonomy Extension Definition Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

** 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.”

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	STANDARD MOTOR PRODUCTS, INC.
	(Registrant)
Date: October 29, 2021	/s/ Nathan R. Iles
	Nathan R. Iles
	Chief Financial Officer
	(Principal Financial and
	Accounting Officer)

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