Standard Motor Products (SMP) 10-Q 2022 Q1 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 March 31, 2022

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 April 29, 2022, there were 21,830,348 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 Ended March 31, 2022 and 2021	3
	Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2022 and 2021	4
	Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	5
	Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2022 and 2021	6
	Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Three Months Ended March 31, 2022 and 2021	7
	Notes to Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 4.	Controls and Procedures	36

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 6.	Exhibits	38
Signatures		39

2

PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended March 31,
(In thousands, except share and per share data)	2022			2021
	(Unaudited)
Net sales	$	322,831		$	276,553
Cost of sales		232,991			192,769
Gross profit		89,840			83,784
Selling, general and administrative expenses		62,884			54,460
Restructuring and integration expenses		41			0
Operating income		26,915			29,324
Other non-operating income, net		1,449			635
Interest expense		805			209
Earnings from continuing operations before income taxes		27,559			29,750
Provision for income taxes		7,005			7,586
Earnings from continuing operations		20,554			22,164
Loss from discontinued operations, net of income taxes		(1,116	)		(1,164	)
Net earnings		19,438			21,000
Net earnings (loss) attributable to noncontrolling interest		(8	)		0
Net earnings attributable to SMP (a)	$	19,446		$	21,000
Net earnings attributable to SMP
Earnings from continuing operations	$	20,562		$	22,164
Discontinued operations		(1,116	)		(1,164	)
Total	$	19,446		$	21,000
Per share data attributable to SMP
Net earnings per common share – Basic:
Earnings from continuing operations	$	0.94		$	0.99
Discontinued operations		(0.06	)		(0.05	)
Net earnings per common share – Basic	$	0.88		$	0.94
Net earnings per common share – Diluted:
Earnings from continuing operations	$	0.91		$	0.97
Discontinued operations		(0.04	)		(0.05	)
Net earnings per common share – Diluted	$	0.87		$	0.92
Dividend declared per share	$	0.27		$	0.25
Average number of common shares		21,978,507			22,317,959
Average number of common shares and dilutive common shares		22,477,819			22,765,508

(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 March 31,
(In thousands)	2022			2021
	(Unaudited)
Net earnings	$	19,438		$	21,000
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(638	)		(1,916	)
Pension and postretirement plans		(5	)		(5	)
Total other comprehensive income (loss), net of tax		(643	)		(1,921	)
Total comprehensive income		18,795			19,079
Comprehensive income (loss) attributable to noncontrolling interest, net of tax:
Net earnings (loss)		(8	)		0
Foreign currency translation adjustments		3			0
Comprehensive income (loss) attributable to noncontrolling interest, net of tax		(5	)		0
Comprehensive income attributable to SMP	$	18,800		$	19,079

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)	March 31, 2022			December 31, 2021
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	19,999		$	21,755
Accounts receivable, less allowances for discounts and expected credit losses of $6,660 and $6,170 in 2022 and 2021, respectively		225,303			180,604
Inventories		534,421			468,755
Unreturned customer inventories		22,221			22,268
Prepaid expenses and other current assets		17,471			17,823
Total current assets		819,415			711,205
Property, plant and equipment, net of accumulated depreciation of $232,112 and $227,788 for 2022 and 2021, respectively		102,984			102,786
Operating lease right-of-use assets		42,116			40,469
Goodwill		131,538			131,652
Other intangibles, net		104,344			106,234
Deferred income taxes		35,964			36,126
Investments in unconsolidated affiliates		45,518			44,087
Other assets		28,530			25,402
Total assets	$	1,310,409		$	1,197,961
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Notes payable	$	245,450		$	125,298
Current portion of other debt		3,235			3,117
Accounts payable		139,392			137,167
Sundry payables and accrued expenses		45,875			57,182
Accrued customer returns		46,085			42,412
Accrued core liability		23,513			23,663
Accrued rebates		42,606			42,472
Payroll and commissions		31,972			45,058
Total current liabilities		578,128			476,369
Long-term debt		0			21
Noncurrent operating lease liabilities		32,281			31,206
Other accrued liabilities		25,178			25,040
Accrued asbestos liabilities		51,909			52,698
Total liabilities		687,496			585,334
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		107,606			105,377
Retained earnings		545,830			532,319
Accumulated other comprehensive income		(8,815	)		(8,169	)
Treasury stock – at cost (2,011,019 shares and 1,911,792 shares in 2022 and 2021, respectively)		(80,622	)		(75,819	)
Total SMP stockholders’ equity		611,871			601,580
Noncontrolling interest		11,042			11,047
Total stockholders’ equity		622,913			612,627
Total liabilities and stockholders’ equity	$	1,310,409		$	1,197,961

See accompanying notes to consolidated financial statements (unaudited).

5

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)	Three Months Ended March 31,
	2022			2021
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	19,438		$	21,000
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization		6,952			6,514
Amortization of deferred financing cost		67			57
Increase to allowance for expected credit losses		200			81
Increase to inventory reserves		1,188			47
Equity income from joint ventures		(939	)		(363	)
Employee Stock Ownership Plan allocation		574			628
Stock-based compensation		1,980			1,796
Decrease in deferred income taxes		188			1,065
Loss on discontinued operations, net of tax		1,116			1,164
Change in assets and liabilities:
(Increase) decrease in accounts receivable		(44,706	)		23,533
Increase in inventories		(67,662	)		(46,255	)
Decrease in prepaid expenses and other current assets		2,171			3,753
Increase in accounts payable		1,942			8,419
Decrease in sundry payables and accrued expenses		(21,226	)		(29,549	)
Net changes in other assets and liabilities		(5,245	)		(3,288	)
Net cash used in operating activities		(103,962	)		(11,398	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of and investments in businesses, net of cash acquired		0			(2,081	)
Capital expenditures		(6,449	)		(4,966	)
Other investing activities		0			2
Net cash used in investing activities		(6,449	)		(7,045	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under line-of-credit agreements		120,152			30,968
Net borrowings of other debt and lease obligations		188			1,440
Purchase of treasury stock		(6,517	)		(11,096	)
Increase in overdraft balances		444			373
Dividends paid		(5,935	)		(5,588	)
Net cash provided by financing activities		108,332			16,097
Effect of exchange rate changes on cash		323			(42	)
Net decrease in cash and cash equivalents		(1,756	)		(2,388	)
CASH AND CASH EQUIVALENTS at beginning of period		21,755			19,488
CASH AND CASH EQUIVALENTS at end of period	$	19,999		$	17,100
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	644		$	147
Income taxes	$	3,793		$	1,666

See accompanying notes to consolidated financial statements (unaudited).

6

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Three Months Ended March 31, 2022

(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, 2021	$	47,872	$	105,377	$	532,319		$	(8,169	)	$	(75,819	)	$	601,580		$	11,047		$	612,627
Net earnings (loss)		0		0		19,446			0			0			19,446			(8	)		19,438
Other comprehensive income, net of tax		0		0		0			(646	)		0			(646	)		3			(643	)
Cash dividends paid		0		0		(5,935	)		0			0			(5,935	)		0			(5,935	)
Purchase of treasury stock		0		0		0			0			(6,850	)		(6,850	)		0			(6,850	)
Stock-based compensation		0		1,860		0			0			120			1,980			0			1,980
Employee Stock Ownership Plan		0		369		0			0			1,927			2,296			0			2,296
Balance at March 31, 2022	$	47,872	$	107,606	$	545,830		$	(8,815	)	$	(80,622	)	$	611,871		$	11,042		$	622,913

Three Months Ended March 31, 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
Net earnings		0		0		21,000			0			0			21,000			0		21,000
Other comprehensive income, net of tax		0		0		0			(1,921	)		0			(1,921	)		0		(1,921	)
Cash dividends paid		0		0		(5,588	)		0			0			(5,588	)		0		(5,588	)
Purchase of treasury stock		0		0		0			0			(11,096	)		(11,096	)		0		(11,096	)
Stock-based compensation		0		1,148		0			0			648			1,796			0		1,796
Employee Stock Ownership Plan		0		134		0			0			2,379			2,513			0		2,513
Balance at March 31, 2021	$	47,872	$	106,366	$	479,024		$	(7,597	)	$	(68,725	)	$	556,940		$	0	$	556,940

See accompanying notes to consolidated financial statements (unaudited).

7

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 manufacturer and distributor of premium replacement parts utilized in the maintenance, repair and service of vehicles in the automotive aftermarket industry along with a complementary focus on specialized original equipment parts for manufacturers across multiple industries around the world.

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, 2021.  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 2022 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 disruptions in the supply chain caused by the COVID-19 pandemic, Russia’s invasion of the Ukraine and resultant sanctions imposed by the U.S. and other governments, and the recent lockdowns in China, 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 expected credit losses, 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.

8

Index

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, 2021.

Recently Issued Accounting Pronouncements

Standards not yet adopted as of March 31, 2022.

The following table provides a brief description of recently issued accounting pronouncements that have not yet been adopted as of March 31, 2022, 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 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.

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 $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, reported as part of our Engine Management Segment, aligns with 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.

9

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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed based on their fair values, subject to final agreement of post-closing adjustments, which we do anticipate will be significant (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.

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.

Incremental revenues from the acquired Stabil business included in our consolidated statement of operations for the three months ended March 31, 2022 were $5.8 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. 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, aligns with our strategy of expansion into the OE heavy duty market. 

The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed based on their fair values, subject to finalization of amounts related to deferred income taxes, which we do not anticipate will be significant (in thousands):

Purchase price				$	111,711
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		49,250
Current liabilities		(5,072	)
Noncurrent operating lease liabilities		(3,065	)
Deferred income taxes		(8,210	)
Subtotal					123,215
Fair value of acquired noncontrolling interest					(11,504	)
Net assets acquired				$	111,711

(1) The other current assets balance includes $4.6 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 $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 $49.3 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.

Incremental revenues from the acquired Trombetta business included in our consolidated statement of operations for the three months ended March 31, 2022 were $16.6 million.

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

In March 2021 and November 2021, we finalized the acquisitions of certain Soot Sensor product lines from Stoneridge, Inc. for $2.9 million. The acquired product lines were paid for with cash funded by borrowings under our revolving credit facility with JPMorgan Chase Bank, N.A.  The assets acquired include inventory, machinery, and equipment and certain intangible assets.

The product lines acquired were used to manufacture sensors used in the exhaust and emission systems of diesel engines. The acquired product lines were located in Stoneridge’s facilities in Lexington, Ohio and Tallinn, Estonia.  We did not acquire these facilities, nor any of Stoneridge’s employees, and are in the process of completing the relocation of the acquired inventory and machinery & equipment related to the product lines to our engine management plants in Independence, Kansas and Bialystok, Poland.  The acquisition, reported as part of our Engine Management Segment, aligns with our strategy of expansion into the heavy duty parts market.  Customer relationships acquired include Volvo, CNHi and Hino.

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

Purchase Price			$	2,924
Assets acquired and liabilities assumed:
Inventory	$	1,032
Machinery and equipment, net		1,137
Intangible assets		755
Net assets acquired			$	2,924

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.

Incremental revenues from the acquired Soot Sensor business included in our consolidated statement of operations for the three months ended March 31, 2022 were $2.3 million.

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

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 March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022, consisted of the following (in thousands):

	Workforce Reduction			Other Exit Costs			Total
Exit activity liability at December 31, 2021	$	79		$	0		$	79
Restructuring and integration costs:
Amounts provided for during 2022		0			41			41
Cash payments		(6	)		(41	)		(47	)
Exit activity liability at March 31, 2022	$	73		$	0		$	73

Integration Costs

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

In connection with our acquisitions in March 2021 and November 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 facilities in Lexington, Ohio and Tallinn, Estonia to our existing facilities in Independence, Kansas and Bialystok, Poland, respectively.  Integration expenses recognized and cash payments made of $41,000, during the three months ended March 31, 2022, related to these relocation activities in our Engine Management segment.  Additional relocation expenses of approximately $150,000 are expected to be incurred related to the relocations. We anticipate that the soot sensor product line relocation will be completed by the end of the second quarter of 2022.

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 of our Orlando, Florida facility, have been substantially completed.  Cash payments made of $6,000 during the three months ended March 31, 2022, and the remaining aggregate liability of $73,000 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 $155.7 million and $191.4 million of receivables during the three months ended March 31, 2022 and 2021, respectively.  Receivables presented at financial institutions and not yet collected as of March 31, 2022 and December 31, 2021 were approximately $9.6 million and $1.3 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 $3.5 million and $2.7 million related to the sale of receivables is included in selling, general and administrative expense in our consolidated statements of operations for the three months ended March 31, 2022 and 2021, respectively.

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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

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, or an alternative benchmark reference rate, as it is a component of the discount rate applicable to each arrangement.  If the LIBOR rate, or alternative benchmark reference 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.

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:

	March 31, 2022		December 31, 2021
	(In thousands)
Finished goods	$	333,350	$	296,739
Work in process		17,826		16,010
Raw materials		183,245		156,006
Subtotal		534,421		468,755
Unreturned customer inventories		22,221		22,268
Total inventories	$	556,642	$	491,023

Note 7.  Acquired Intangible Assets

Acquired identifiable intangible assets consist of the following:

	March 31, 2022			December 31, 2021
	(In thousands)
Customer relationships	$	156,894		$	157,020
Patents, developed technology and intellectual property		14,123			14,123
Trademarks and trade names		8,880			8,880
Non-compete agreements		3,282			3,280
Supply agreements		800			800
Leaseholds		160			160
Total acquired intangible assets		184,139			184,263
Less accumulated amortization (1)		(81,058	)		(78,932	)
Net acquired intangible assets	$	103,081		$	105,331

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

Total amortization expense for acquired intangible assets was $2.1 million for both the three months ended March 31, 2022 and 2021.  Based on the current estimated useful lives assigned to our intangible assets, amortization expense is estimated to be $6.5 million for the remainder of 2022, $8.3 million in 2023, $8.3 million in 2024, $8.3 million in 2025 and $69.1 million in the aggregate for the years 2026 through 2041.

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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

Note 8.  Leases

Quantitative Lease Disclosures

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.

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

Balance Sheet Information	March 31, 2022			December 31, 2021
Assets
Operating lease right-of-use assets	$	42,116		$	40,469
Liabilities
Sundry payables and accrued expenses	$	11,140		$	10,544
Noncurrent operating lease liabilities		32,281			31,206
Total operating lease liabilities	$	43,421		$	41,750
Balance Sheet Information		March 31, 2022			December 31, 2021
Weighted Average Remaining Lease Term
Operating leases	5.1 Years			5.3 Years
Weighted Average Discount Rate
Operating leases		3.1	%		3	%

Expense and Cash Flow Information	Three Months Ended March 31,
	2022		2021
Lease Expense
Operating lease expense (a)	$	2,830	$	2,336
Supplemental Cash Flow Information
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,760	$	2,302
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases	$	3,866	$	3,603

(a) Excludes expenses of approximately $0.4 million and $0.7 million for the three months ended March 31, 2022 and 2021, 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Minimum Lease Payments

At March 31, 2022, we are obligated to make minimum lease payments through 2031, under operating leases, which are as follows (in thousands):

2022	$	8,403
2023		10,076
2024		7,789
2025		6,529
2026		5,810
Thereafter		6,988
Total lease payments	$	45,595
Less: Interest		(2,174	)
Present value of lease liabilities	$	43,421

Note 9.  Credit Facilities and Long-Term Debt

Total debt outstanding is summarized as follows:

	March 31, 2022		December 31, 2021
	(In thousands)
Revolving credit facilities	$	245,450	$	125,298
Other (1)		3,235		3,138
Total debt	$	248,685	$	128,436
Current maturities of debt	$	248,685	$	128,415
Long-term debt		0		21
Total debt	$	248,685	$	128,436

(1) Other includes borrowings under our Polish overdraft facility of Zloty 13.2 million (approximately $3.2 million) and Zloty 12.3 million (approximately $3 million) as of March 31, 2022 and December 31, 2021, respectively.

Revolving Credit Facility

In March 2022, the Company and its wholly owned subsidiaries, SMP Motor Products Ltd. and Trumpet Holdings, Inc., entered into an amendment to our Credit Agreement, dated as of October 28, 2015 (as amended by the First Amendment to Credit Agreement, dated as of December 10, 2018), with JP Morgan Chase Bank, N.A., as agent, and a syndicate of lenders for our senior secured revolving credit facility. The amendment provides for the drawdown of an additional $50 million from the agreement’s accordion feature to increase the line of credit under the revolving credit facility from $250 million to $300 million, and updates the benchmark provisions to replace LIBOR with Term SOFR as the reference rate.  The amended credit agreement has a maturity date of December 10, 2023, and allows for a $10 million line of credit to Canada as part of the $300 million available for borrowing.

Direct borrowings under the amended credit agreement bear interest at SOFR for the selected term (adjusted to include a 0.10% credit spread adjustment) 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.

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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

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 $52 million available for us to borrow pursuant to the formula at March 31, 2022.  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 amended revolving credit facility.

Outstanding borrowings under the credit agreement, which are classified as current liabilities, were $245.5 million and $125.3 million at March 31, 2022 and December 31, 2021, respectively; while letters of credit outstanding under the credit agreement were $2.6 million at both March 31, 2022 and December 31, 2021, respectively.  Borrowings under the credit agreement have been classified as current liabilities based upon accounting rules and certain provisions in the agreement.

At March 31, 2022, the weighted average interest rate on our amended credit agreement was 1.8%, which consisted of $230 million in direct borrowings at 1.5% and an alternative base rate loan of $15.5 million at 3.75%.  At December 31, 2021, the weighted average interest rate on our amended credit agreement was 1.4%, which consisted of $125 million in direct borrowings at 1.4% and an alternative base rate loan of $0.3 million at 3.5%. During the three months ended March 31, 2022, our average daily alternative base rate loan balance was $2.6 million compared to a balance of $1.2 million for the three months ended March 31, 2021 and a balance of $1.1 million for the year ended December 31, 2021.

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 March 31, 2022, we were not subject to these covenants.  Additionally, the amended credit agreement permits us to pay cash dividends of $25 million in any fiscal year, so long as after giving effect to the payment (a) our borrowing availability is greater than, or equal to, the greater of $25 million or 10% of the commitments, or (b) our borrowing availability is greater than $15 million and our fixed charge coverage ratio is at least 1.15 to 1; and to make stock repurchases of $20 million in any fiscal year, so long as after giving effect to the repurchases our borrowing availability is greater than, or equal to, the greater of $25 million or 10% of the commitments.  Provided specific conditions are met, the amended credit agreement also permits acquisitions, permissible debt financing, capital expenditures, cash dividend payments greater than $25 million, and stock repurchases of greater than $20 million.

Polish Overdraft Facility

In February 2022, our Polish subsidiary, SMP Poland sp. z.o.o., amended its overdraft facility with HSBC Continental Europe (Spolka Akcyjna) Oddzial w Polsce, formerly HSBC France (Spolka Akcyjna) Oddzial w Polsce.  The amended overdraft facility provides for borrowings of up to Zloty 30 million (approximately $7.2 million).  Availability under the amended facility commences in March 2022 and ends in June 2022, with automatic three-month renewals until June 2027, subject to cancellation by either party, at its sole discretion, at least 30 days prior to the commencement of the three-month renewal period.  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 March 31, 2022 and December 31, 2021, borrowings under the overdraft facility were Zloty 13.2 million (approximately $3.2 million) and Zloty 12.3 million (approximately $3 million), respectively.

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

Deferred Financing Costs

We have deferred financing costs of approximately $0.6 million and $0.4 million as of March 31, 2022 and December 31, 2021, respectively.  Deferred financing costs as of March 31, 2022 are related to our amended revolving credit facility.  In connection with the amendment to our Credit Agreement with JPMorgan Chase Bank, N.A., as agent, entered into in March 2022, we incurred and capitalized approximately $0.2 million of financing costs related to bank, legal and other professional fees which are being amortized, along with the preexisting deferred financing costs, through 2023, the term of the amended agreement.  Deferred financing costs as of March 31, 2022 are being amortized in the amounts of $0.3 million for the remainder of 2022, and $0.3 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

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 under the Amended and Restated  2016 Omnibus Incentive Plan (“Plan”).  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.

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

Our restricted and performance-based share activity was as follows for the three months ended March 31, 2022:

	Shares			Weighted Average Grant Date Fair Value Per Share
Balance at December 31, 2021		807,019		$	34.92
Granted		0			0
Vested		(3,000	)		42.12
Forfeited		(4,000	)		42.83
Balance at March 31, 2022		800,019		$	34.86

We recorded compensation expense related to restricted shares and performance-based shares of $2 million ($1.5 million, net of tax) and $1.8 million ($1.3 million, net of tax) for the three months ended March 31, 2022 and 2021, respectively. The unamortized compensation expense related to our restricted and performance-based shares was $15.1 million at March 31, 2022, and is expected to be recognized as they vest over a weighted average period of 4.4 years and 0.12 years for employees and directors, respectively.

Note 11.  Employee Benefits

We provide certain medical and dental care benefits to 14 former U.S. union employees.  The postretirement medical and dental benefit obligation to the former union employees as of March 31, 2022, and the related net periodic benefit cost for the plan for the three months ended March 31, 2022 and 2021 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 2022, we made company contributions to the plan of $0.8 million related to calendar year 2021.

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 three months ended March 31, 2022, we contributed to the trust an additional 48,200 shares from our treasury and released 48,200 shares from the trust leaving 200 shares remaining in the trust as of March 31, 2022.

Note 12.  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.

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

Note 13. 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 (in thousands, except per share data):

	Three Months Ended March 31,
	2022			2021
Net Earnings Attributable to SMP -
Earnings from continuing operations	$	20,562		$	22,164
Loss from discontinued operations		(1,116	)		(1,164	)
Net earnings attributable to SMP	$	19,446		$	21,000
Basic Net Earnings Per Common Share Attributable to SMP -
Earnings from continuing operations per common share	$	0.94		$	0.99
Loss from discontinued operations per common share		(0.06	)		(0.05	)
Net earnings per common share attributable to SMP	$	0.88		$	0.94
Weighted average common shares outstanding		21,979			22,318
Diluted Net Earnings Per Common Share Attributable to SMP -
Earnings from continuing operations per common share	$	0.91		$	0.97
Loss from discontinued operations per common share		(0.04	)		(0.05	)
Net earnings per common share attributable to SMP	$	0.87		$	0.92
Weighted average common shares outstanding		21,979			22,318
Plus incremental shares from assumed conversions:
Dilutive effect of restricted stock and performance-based stock		499			448
Weighted average common shares outstanding – Diluted		22,478			22,766

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 March 31,
	2022		2021
Restricted and performance-based shares		259		272

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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

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 March 31,
	2022			2021
Net Sales (a)
Engine Management	$	239,257		$	212,018
Temperature Control		81,321			62,473
All Other		2,253			2,062
Consolidated	$	322,831		$	276,553
Intersegment Revenue (a)
Engine Management	$	5,789		$	5,359
Temperature Control		3,216			1,847
All Other		(9,005	)		(7,206	)
Consolidated	$	0		$	0
Operating Income (Loss)
Engine Management	$	26,716		$	31,114
Temperature Control		5,218			3,592
All Other		(5,019	)		(5,382	)
Consolidated	$	26,915		$	29,324

(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.”

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.

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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

The following tables provide disaggregation of net sales information for the three months ended March 31, 2022 and 2021 (in thousands):

Three months ended March 31, 2022 (a)	Engine Management		Temperature Control		Other (b)			Total
Geographic Area:
United States	$	201,823	$	75,449	$	0		$	277,272
Canada		8,140		5,316		2,253			15,709
Europe		11,492		45		0			11,537
Asia		8,341		162		0			8,503
Mexico		7,707		84		0			7,791
Other foreign		1,754		265		0			2,019
Total	$	239,257	$	81,321	$	2,253		$	322,831
Major Product Group:
Ignition, emission control, fuel and safety related system products	$	200,354	$	0	$	2,320		$	202,674
Wire and cable		38,903		0		(83	)		38,820
Compressors		0		43,277		(51	)		43,226
Other climate control parts		0		38,044		67			38,111
Total	$	239,257	$	81,321	$	2,253		$	322,831
Major Sales Channel:
Aftermarket	$	165,125	$	72,279	$	2,253		$	239,657
Specialized OE/OES		66,557		8,494		0			75,051
Export		7,575		548		0			8,123
Total	$	239,257	$	81,321	$	2,253		$	322,831

Three months ended March 31, 2021 (a)	Engine Management		Temperature Control		Other (b)		Total
Geographic Area:
United States	$	181,101	$	58,736	$	0	$	239,837
Canada		8,574		3,326		2,062		13,962
Europe		5,149		56		0		5,205
Asia		9,635		76		0		9,711
Mexico		6,147		65		0		6,212
Other foreign		1,412		214		0		1,626
Total	$	212,018	$	62,473	$	2,062	$	276,553
Major Product Group:
Ignition, emission control, fuel and safety related system products	$	173,666	$	0	$	1,669	$	175,335
Wire and cable		38,352		0		7		38,359
Compressors		0		33,374		18		33,392
Other climate control parts		0		29,099		368		29,467
Total	$	212,018	$	62,473	$	2,062	$	276,553
Major Sales Channel:
Aftermarket	$	164,633	$	55,685	$	2,062	$	222,380
Specialized OE/OES		41,045		6,380		0		47,425
Export		6,340		408		0		6,748
Total	$	212,018	$	62,473	$	2,062	$	276,553

(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 and compressor sales for the three months ended March 31, 2022 exceeded third party sales from our Canadian business unit.

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

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 Specialized Original Equipment (“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.

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 March 31, 2022, 1,584 cases were outstanding for which we may be responsible for any related liabilities.  Since inception in September 2001 through March 31, 2022, the amounts paid for settled claims and awards of asbestos-related damages, including interest, were approximately $59.2 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; (4) an analysis of our settlements and awards of asbestos-related damages to date; and (5) an analysis of closed claims 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.

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Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

In accordance with our policy to perform an annual actuarial evaluation in the third quarter of each year, an 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 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 the 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 31, 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 $5 million and $3.3 million for the three months ended March 31, 2022 and 2021, 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.

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.

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Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

Warranties

We generally warrant our products against certain manufacturing and other defects. These product warranties are provided for specific periods of time of the product depending on the nature of the product.  As of March 31, 2022 and 2021, we have accrued  $20.7 million and $16.9 million, respectively, for estimated product warranty claims included in accrued customer returns. The accrued product warranty costs are based primarily on historical experience of actual warranty claims.

The following table provides the changes in our product warranties (in thousands):

	Three Months Ended March 31,
	2022			2021
Balance, beginning of period	$	17,463		$	17,663
Liabilities accrued for current year sales		22,626			20,177
Settlements of warranty claims		(19,378	)		(20,892	)
Balance, end of period	$	20,711		$	16,948

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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, and inflationary cost increases in raw materials, labor and transportation, 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 a widespread public health crisis, including the coronavirus (COVID-19) pandemic; the effects of disruptions in the supply chain caused by the COVID-19 pandemic, Russia’s invasion of the Ukraine and resultant sanctions imposed by the U.S. and other governments and the recent lockdowns in China; climate-related risks, such as physical and transition risks; 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 manufacturer and distributor of premium replacement parts utilized in the maintenance, repair and service of vehicles in the automotive aftermarket industry. In addition, we continue to increase our supplier capabilities with a complementary focus on specialized original equipment parts for manufacturers across multiple industries such as agriculture, heavy duty, and construction equipment. We believe that our extensive design and engineering capabilities have afforded us opportunities to expand our product coverage in our aftermarket business and enter newer specialized markets that require application-specific knowledge, such as those mentioned above.

We are organized into two operating segments.  Each segment is focused on different product categories and with providing our customers with full-line coverage of its products, a full suite of complementary services that are tailored to our customers’ business needs, and with 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.

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Overview of Financial Performance

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto. This discussion summarizes the significant factors affecting our results of operations and the financial condition of our business during the three months ended March 31, 2022 and 2021.

	Three Months Ended March 31,
(In thousands, except per share data)	2022			2021
Net sales	$	322,831		$	276,553
Gross profit		89,840			83,784
Gross profit %		27.8	%		30.3	%
Operating income		26,915			29,324
Operating income %		8.3	%		10.6	%
Earnings from continuing operations before income taxes		27,559			29,750
Provision for income taxes		7,005			7,586
Earnings from continuing operations		20,554			22,164
Loss from discontinued operations, net of income taxes		(1,116	)		(1,164	)
Net earnings		19,438			21,000
Net earnings (loss) attributable to noncontrolling interest		(8	)	��	—
Net earnings attributable to SMP		19,446			21,000
Per share data attributable to SMP – Diluted:
Earnings from continuing operations	$	0.91		$	0.97
Discontinued operations		(0.04	)		(0.05	)
Net earnings per common share	$	0.87		$	0.92

Consolidated net sales for the three months ended March 31, 2022 were $322.8 million, an increase of $46.2 million, or 16.7% compared to net sales of $276.6 million in the same period in 2021.  Consolidated net sales increased in both our Engine Management and Temperature Control Segments.

The increase in net sales in the three months ended March 31, 2022 when compared to the comparable period in the prior year reflects the favorable impact of multiple factors including:

• incremental net sales from our soot sensor, Trombetta and Stabil acquisitions,

• continued momentum from the strong 2021 net sales resulting from successful customer initiatives in the marketplace and new customer business wins,

• continued strong customer demand fueled by the replenishment of customer inventory levels, and

• the impact of price increases designed to pass through inflationary cost increases in raw materials, freight and labor.

Gross margin as a percentage of net sales for the three months ended March 31, 2022 was 27.8% as compared to 30.3% for the same period in 2021. Gross margins in the first three months of 2022 were negatively impacted by lower fixed cost absorption due to lower, and more normalized, production levels than those achieved in the same period in 2021, the higher mix of heavy duty parts sales from our recent acquisitions, which have a different margin profile than our aftermarket business with lower gross margins but comparable operating margin, and inflationary cost increases in certain raw materials, labor and transportation expense, which were somewhat offset by increased pricing. While we anticipate continued margin pressure resulting from inflationary headwinds, we believe that our annual cost initiatives coupled with our ability to pass through higher prices to our customers should help to offset much of this impact to our margins.

Operating margin as a percentage of net sales for the three months ended March 31, 2022 was 8.3% as compared to 10.6% for the same period in 2021. Included in our operating margin were selling, general and administrative expenses (“SG&A”) of $62.9 million, or 19.5% of net sales for the three months ended March 31, 2022 compared to $54.5 million, or 19.7% of net sales, for the same period in 2021. The higher SG&A expenses in 2022 resulted principally from elevated costs associated with higher sales volumes, as well as the impact of increased freight costs, higher costs incurred in our supply chain financing arrangements, and incremental expenses from our soot sensor, Trombetta and Stabil acquisitions.

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Overall, continuing the momentum from a strong 2021, we posted strong net sales during the first three months of 2022, reflecting the impact of acquisitions made in 2021, continued strong customer demand, and the impact of successful initiatives in the marketplace, new customer business wins and the impact of price increases. Our core automotive aftermarket business remains strong and we continue to make major strides into new complementary markets with upside potential.

Impact of Russia’s Invasion of the Ukraine

Russia’s invasion of the Ukraine, and the resultant sanctions imposed by the U.S. and other governments, have created risks, uncertainties and disruptions impacting business continuity, liquidity and asset values not only in the Ukraine and Russia, but in markets worldwide. Significant price increases have occurred in gas and energy markets, as well as in other commodities. Although we have no facilities or business operations in either the Ukraine or Russia, have historically had only minor sales to customers in Russia, which we have subsequently discontinued, and have not experienced additional significant disruptions in the supply chain, the inherent risks and uncertainties surrounding the invasion are being closely monitored. We have manufacturing and distribution facilities in Bialystok, Poland and Pecel, Hungary. Our facility in Bialystok, Poland does not use natural gas in its production process, or for heating, and, as such, is not impacted by Russia’s decision to halt the export of all natural gas to Poland and Bulgaria. While we have not been impacted by the war to date, there can be no assurances that any escalation of the invasion will not have an adverse impact on our business, financial condition and results of operations.

Impact of Global Supply Chain Disruption and Inflation

Disruptions in the global economy 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 implementing cost savings initiatives and the pass through of higher costs to our customers in the form of price increases, and increasing inventory levels to minimize the obvious disruptions from out-of-stock raw materials and components to ensure higher fill rates with our customers.  We believe that we have also benefited from our geographically diversified manufacturing footprint and our strategy to bring more product manufacturing in-house, especially with respect to product availability and fill rates.  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 affecting the availability of materials and components, and/or increasing commodity pricing, will not have an 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, as with much of our industry, import into the United States.  Although our operating results in the three months ended March 31, 2022 have been only slightly impacted by the tariff costs associated with Chinese sourced products (due to our diversified manufacturing and distribution footprint), 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.

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Environmental, Social, & Governance (“ESG”)

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.  These values also serve as the foundation for our increased focus on many important environmental, social and governance issues, such as environmental stewardship and our efforts to identify and implement practices that reduce our environmental impact while achieving our business goals; our attention to diversity, equity and inclusion, employee development, retention, and health and safety; and our community engagement initiatives, to name a few.

We have made significant strides with respect to our ESG initiatives, building awareness of the environmental impact of our operations, and challenging ourselves to reduce our impact by reducing our usage of energy and water, reducing our generation of waste, increasing our recycling efforts and reducing our greenhouse gas emissions (“GHG”), with the ambition of achieving net-zero GHG emissions by 2050.  With each year, we intend to further our commitment to improving our environmental stewardship and finding ways to give back to our communities. Information on our ESG initiatives can be found on our corporate website at ir.smpcorp.com under “Environmental & Social Responsibility” and at smpcares.smpcorp.com. Information on our corporate websites regarding our ESG initiatives are referenced for general information only and are not incorporated by reference in this Report.

Interim Results of Operations

Comparison of the Three Months Ended March 31, 2022 to the Three Months Ended March 31, 2021

Sales.  Consolidated net sales for the three months ended March 31, 2022 were $322.8 million, an increase of $46.2 million, or 16.7%, compared to $276.6 million in the same period of 2021, with the majority of our net sales to customers located in the United States.  Consolidated net sales increased in both our Engine Management and Temperature Control Segments.

The following table summarizes consolidated net sales by segment and by major product group within each segment for the three months ended March 31, 2022 and 2021 (in thousands):

	Three Months Ended March 31,
	2022		2021
Engine Management:
Ignition, Emission Control, Fuel and Safety Related System Products	$	200,354	$	173,666
Wire and Cable		38,903		38,352
Total Engine Management		239,257		212,018
Temperature Control:
Compressors		43,277		33,374
Other Climate Control Parts		38,044		29,099
Total Temperature Control		81,321		62,473
All Other		2,253		2,062
Total	$	322,831	$	276,553

Engine Management’s net sales increased $27.2 million, or 12.8%, to $239.3 million for the three months ended March 31, 2022.  Net sales in ignition, emission control, fuel and safety related system products for the three months ended March 31, 2022 were $200.4 million, an increase of $26.7 million, or 15.4%, compared to $173.7 million in the same period of 2021.  Net sales in the wire and cable product group for the three months ended March 31, 2022 were essentially flat at $38.9 million, when compared to $38.4 million in the three months ended March 31, 2021.  Engine Management’s increase in net sales for the first quarter of 2022 compared to the same period in 2021 reflects the impact of incremental net sales from our soot sensor, Trombetta and Stabil acquisitions, the continued momentum from the strong 2021 net sales resulting from successful initiatives in the marketplace and new customer business wins, along with continued strong customer demand, and the impact of price increases, which were implemented to pass through inflationary increases in raw materials, freight and labor costs.

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Incremental net sales from our soot sensor, Trombetta and Stabil acquisitions of $24.7 million were included in the net sales of the ignition, emission control, fuel and safety related system product group for the three months ended March 31, 2022.  Compared to the three months ended March 31, 2021, excluding the incremental net sales from the acquisitions, net sales in the ignition, emission control, fuel and safety related product group increased $2 million, or 1.2%, and Engine Management net sales increased $2.5 million, or 1.2%.

Temperature Control’s net sales increased $18.8 million, or 30.1%, to $81.3 million for the three months ended March 31, 2022.  Net sales in the compressors product group for the three months ended March 31, 2022 were $43.3 million, an increase of $9.9 million, or 29.7%, compared to $33.4 million in the same period of 2021.  Net sales in the other climate control parts product group for the three months ended March 31, 2022 were $38 million, an increase of $8.9 million, or 30.7%, compared to $29.1 million in the three months ended March 31, 2021.  Temperature Control’s increase in net sales for the first quarter of 2022 compared to the same period in 2021 reflects the impact of strong pre-season orders in the first quarter of 2022 as customers replenished their inventory levels after very warm summer weather conditions in 2021.  Although we experienced strong first quarter 2022 customer demand for our Temperature Control products, full year results will be dependent upon upcoming summer weather conditions and customer inventory levels.

Gross Margins.  Gross margins, as a percentage of consolidated net sales, decreased to 27.8% in the first quarter of 2022, compared to 30.3% in the first quarter of 2021.  The following table summarizes gross margins by segment for the three months ended March 31, 2022 and 2021, respectively (in thousands):

Three Months Ended March 31,	Engine Management			Temperature Control			Other		Total
2022
Net sales	$	239,257		$	81,321		$	2,253	$	322,831
Gross margins		65,535			19,986			4,319		89,840
Gross margin percentage		27.4	%		24.6	%		—		27.8	%
2021
Net sales	$	212,018		$	62,473		$	2,062	$	276,553
Gross margins		65,070			15,995			2,719		83,784
Gross margin percentage		30.7	%		25.6	%		—		30.3	%

Compared to the first three months of 2021, gross margins at Engine Management decreased 3.3 percentage points from 30.7% to 27.4%, while gross margins at Temperature Control decreased 1 percentage point from 25.6% to 24.6%.  The gross margin percentage decrease in Engine Management compared to the prior year reflects the impact of lower fixed cost absorption due to lower, and more normalized, production levels than those achieved in the first three months of 2021, inflationary cost increases in raw materials, labor and transportation, which were somewhat offset by increased pricing, and the higher mix of heavy duty parts sales from recent acquisitions, which have a different profile than our aftermarket business with lower gross margins but comparable operating margins.  The higher production volumes at Engine Management in the first three months of 2021 was reflective of our effort to rebuild finished goods inventory in response to strong customer demand after the uneven impact of the COVID-19 pandemic on net sales in 2020, whereas inventory increases in 2022 mainly reflect both the cost of materials inflation and higher safety stocks of raw materials given the volatility in the supply chain.

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The gross margin percentage decrease in Temperature Control in the first three months of 2022, compared to the prior year, reflects the impact of inflationary cost increases in raw materials, labor and transportation, which were somewhat offset by increased pricing, and net year-over-year unfavorable production variances, as we no longer had the enhanced production benefit resulting from the sales surge occurring from the post-COVID lockdowns.  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”) increased to $62.9 million, or 19.5% of consolidated net sales, in the first quarter of 2022, as compared to $54.5 million, or 19.7% of consolidated net sales in the first quarter of 2021. The $8.4 million increase in SG&A expenses in the first quarter of 2022 as compared to the first quarter of 2021 is principally due to (1) higher costs associated with higher sales volumes and the impact of an increase in freight costs, (2) higher costs incurred in our supply chain financing arrangements, and (3) the impact of incremental expenses of $3.6 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 higher year-over-year sales volumes, and the higher mix of heavy duty parts sales from recent acquisitions, which have a different profile than our aftermarket business with lower SG&A expenses as a percentage of net sales.

Restructuring and Integration Expenses.  Restructuring and integration expenses were $41,000 in first three months of 2022.  Restructuring and integration expenses incurred in the first three months of 2022 relate to the relocation, in our Engine Management Segment, of certain inventory, machinery, and equipment acquired in our March 2021 soot sensor acquisition.  We anticipate that the soot sensor product line relocation will be completed by the end of the second quarter of 2022.

Operating Income.  Operating income was $26.9 million, or 8.3% of consolidated net sales, in the first quarter of 2022 compared to $29.3 million, or 10.6% of consolidated net sales, in the first quarter of 2021.  The year-over-year decrease in operating income of $2.4 million is the result of the impact of lower gross margins as a percentage of consolidated net sales, and higher SG&A expenses offset, in part, by higher consolidated net sales.

Other Non-Operating Income (Expense), Net.  Other non-operating income, net was $1.4 million in the first quarter of 2022, compared to other non-operating income, net of $0.6 million in the first quarter of 2021.  The year-over-year increase in other non-operating income (expense), net results from the increase in year-over-year equity income from our joint ventures and the favorable impact of changes in foreign currency exchange rates.

Interest Expense.  Interest expense increased to $0.8 million in the first quarter of 2022 compared to $0.2 million in the same period of 2021.  The year-over-year increase in interest expense reflects the impact of higher average outstanding borrowings in the first quarter of 2022 when compared to the first quarter of 2021, and slightly higher year-over-year average interest rates on our revolving credit facility.

Income Tax Provision.  The income tax provision in the first quarter of 2022 was $7 million at an effective tax rate of 25.4% compared to $7.6 million at an effective tax rate of 25.5% for the same period in 2021.  The effective tax rate was flat year-over-year.

Loss from Discontinued Operations.  During the first quarter of 2022 and 2021, the loss from discontinued operations, net of tax was $1.1 million and $1.2 million, respectively.  The loss from discontinued operations, net of tax, reflects legal expenses associated with our asbestos-related liability.  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.

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Net Earnings (Loss) Attributable to Noncontrolling Interest.  In May 2021, we acquired the Trombetta business for $111.7 million.  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 loss attributable to the noncontrolling interest of $8,000 during the three months ended March 31, 2022 represents 30% of the net loss of Trombetta Asia, Ltd.

Restructuring and Integration Programs

For a detailed discussion on the 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 three months of 2022, cash used in operating activities was $104.1 million compared to $11.4 million in the same period of 2021.  The increase in cash used in operating activities resulted primarily from the increase in accounts receivable compared to a decrease in accounts receivable in the prior year, the larger year-over-year increase in inventories, the smaller year-over-year increase in accounts payable, the smaller year-over-year decrease in prepaid expenses and other current assets and, the decrease in net earnings, partially offset by the smaller year-over-year decrease in sundry payables and accrued expenses.

Net earnings during the first quarter of 2022 were $19.4 million compared to $21 million in the first quarter of 2021.  During the first three months of 2022, (1) the increase in accounts receivable was $44.7 million compared to the year-over-year decrease in accounts receivable of $23.5 million in 2021; (2) the increase in inventories was $67.7 million compared to the year-over-year increase in inventories of $46.3 million in 2021; (3) the increase in accounts payable was $1.9 million compared to the year-over-year increase in accounts payable of $8.4 million in 2021; (4) the decrease in prepaid expenses and other current assets was $2.2 million compared to the year-over-year decrease in prepaid expenses and other current assets of $3.8 million in 2021; and (5) the decrease in sundry payables and accrued expenses was $21.2 million compared to the year-over-year decrease in sundry payables of $29.5 million in 2021.  The increase in inventories during the first quarter of 2022 reflects actions taken to meet continued strong customer demand, the timing of inventory purchases at our Temperature Control segment in anticipation of the upcoming summer selling season, and to serve as a hedge against the continuing 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 $6.4 million in the first three months of 2022, compared to $7 million in the same period of 2021.  Investing activities during the first three months of 2022 consisted of capital expenditures of $6.4 million; while investing activities during the first three months of 2021 consisted of the payment of $2.1 million for our acquisition of certain assets of the soot sensor product lines from Stoneridge, Inc. and capital expenditures of $4.9 million.

Financing Activities.  Cash provided by financing activities was $108.3 million in the first three months of 2022 as compared to $16.1 million in the same period of 2021.  During the first three months of 2022, (1) we increased borrowings under our revolving credit facility by $120.2 million as compared to the increase in borrowings under our revolving credit facility of $31 million in 2021; (2) we made cash payments in the first three months of 2022 for the repurchase of shares of our common stock of $6.5 million as compared to $11.1 million in 2021; and (3) we paid dividends of $5.9 million in the first three months of 2022 as compared to $5.6 million in 2021.  Cash provided by borrowings under our revolving credit facility in the three months ended March 31, 2022 and 2021 were used to fund our operating activities, investing activities, purchase of our common shares and pay dividends.  In February 2022, our Board of Directors voted to increase our quarterly dividend from $0.25 per share in 2021 to $0.27 per share in 2022.

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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 amended secured revolving credit facility (as detailed below).

In March 2022, the Company and its wholly owned subsidiaries, SMP Motor Products Ltd. and Trumpet Holdings, Inc., entered into an amendment to our Credit Agreement, dated as of October 28, 2015 (as amended by the First Amendment to Credit Agreement, dated as of December 10, 2018), with JP Morgan Chase Bank, N.A., as agent, and a syndicate of lenders for our senior secured revolving credit facility. The amendment provides for the drawdown of an additional $50 million from the agreement’s accordion feature to increase the line of credit under the revolving credit facility from $250 million to $300 million, and updates the benchmark provisions to replace LIBOR with Term SOFR as the reference rate.  The amended credit agreement has a maturity date of December 10, 2023, and allows for a $10 million line of credit to Canada as part of the $300 million available for borrowing.

Direct borrowings under the amended credit agreement bear interest at SOFR for the selected term (adjusted to include a 0.10% credit spread adjustment) 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 $52 million available for us to borrow pursuant to the formula at March 31, 2022.  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 amended revolving credit facility.

Outstanding borrowings under the credit agreement, which are classified as current liabilities, were $245.5 million and $125.3 million at March 31, 2022 and December 31, 2021, respectively; while letters of credit outstanding under the credit agreement were $2.6 million at both March 31, 2022 and December 31, 2021, respectively.  Borrowings under the credit agreement have been classified as current liabilities based upon accounting rules and certain provisions in the agreement.

At March 31, 2022, the weighted average interest rate on our amended credit agreement was 1.8%, which consisted of $230 million in direct borrowings at 1.5% and an alternative base rate loan of $15.5 million at 3.75%.  At December 31, 2021, the weighted average interest rate on our amended credit agreement was 1.4%, which consisted of $125 million in direct borrowings at 1.4% and an alternative base rate loan of $0.3 million at 3.5%. During the three months ended March 31, 2022, our average daily alternative base rate loan balance was $2.6 million compared to a balance of $1.2 million for the three months ended March 31, 2021 and a balance of $1.1 million for the year ended December 31, 2021.

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 March 31, 2022, we were not subject to these covenants.  Additionally, the amended credit agreement permits us to pay cash dividends of $25 million in any fiscal year, so long as after giving effect to the payment (a) our borrowing availability is greater than, or equal to, the greater of $25 million or 10% of the commitments, or (b) our borrowing availability is greater than $15 million and our fixed charge coverage ratio is at least 1.15 to 1; and to make stock repurchases of $20 million in any fiscal year, so long as after giving effect to the repurchases our borrowing availability is greater than, or equal to, the greater of $25 million or 10% of the commitments.  Provided specific conditions are met, the amended credit agreement also permits acquisitions, permissible debt financing, capital expenditures, cash dividend payments greater than $25 million, and stock repurchases of greater than $20 million.

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In February 2022, our Polish subsidiary, SMP Poland sp. z.o.o., amended its overdraft facility with HSBC Continental Europe (Spolka Akcyjna) Oddzial w Polsce, formerly HSBC France (Spolka Akcyjna) Oddzial w Polsce.  The amended overdraft facility provides for borrowings of up to Zloty 30 million (approximately $7.2 million).  Availability under the amended facility commences in March 2022 and ends in June 2022, with automatic three-month renewals until June 2027, subject to cancellation by either party, at its sole discretion, at least 30 days prior to the commencement of the three-month renewal period.  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 March 31, 2022 and December 31, 2021, borrowings under the overdraft facility were Zloty 13.2 million (approximately $3.2 million) and Zloty 12.3 million (approximately $3 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 $155.7 million and $191.4 million of receivables during the three months ended March 31, 2022 and 2021, respectively.  Receivables presented at financial institutions and not yet collected as of March 31, 2022 and December 31, 2021 were approximately $9.6 million and $1.3 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 $3.5 million and $2.7 million related to the sale of receivables is included in selling, general and administrative expense in our consolidated statements of operations for the three months ended March 31, 2022 and 2021, respectively.

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, or an alternative benchmark reference rate, as it is a component of the discount rate applicable to each arrangement.  If the LIBOR rate, or alternative benchmark reference 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 October 2021, our Board of Directors authorized the purchase of up to $30 million of our common stock under a stock repurchase program.  Stock repurchases under this program, during the three months ended March 31, 2022 and year ended December 31, 2021 were 150,427 shares and 7,000 shares of our common stock, respectively, at a total cost of $6.9 million and $0.3 million, respectively.  As of March 31, 2022, there was approximately $22.8 million available for future stock purchases under the program.  During the period from April 1, 2022 through April 29, 2022, we have repurchased an additional 96,028 shares of our common stock at a total cost of $4.1 million, thereby reducing the availability under the program to $18.7 million.  Stock will be purchased under the program from time to time, in the open market or through private transactions, as market conditions warrant.

Material Cash Commitments

Material cash commitments as of March 31, 2022 consist of required cash payments to service our outstanding borrowings of $245.5 million under our amended revolving credit agreement with JPMorgan Chase Bank, N.A., as agent, and the future minimum cash requirements of $45.6 million through 2031 under operating leases.  All of our other cash commitments as of March 31, 2022 are not material.  For additional information related to our material cash commitments, see Note 8, “Leases,” and Note 9, “Credit Facilities and Long-Term Debt,” in the notes to our consolidated financial statements (unaudited).

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We anticipate that our cash flow from operations, available cash, and available borrowings under our amended 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 disruptions in the supply chain caused by the COVID-19 pandemic, Russia’s invasion of the Ukraine and resultant sanctions imposed by the U.S. and other governments and the recent lockdowns in China, and significant inflationary cost increases in raw materials, labor and transportation that we are unable to pass through to our customers, 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 amended 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 amended revolving credit facility, our business could be adversely affected.

For further information regarding the risks in our business, refer to Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021.

Critical Accounting Policies and Estimates

We have identified the accounting policies and estimates surrounding the “Valuation of Long-Lived and Intangible Assets and Goodwill,” and “Asbestos Litigation” as critical to our business operations and the understanding of our results of operations.  The impact and any associated risks related to these policies and estimates on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” where such policies and estimates affect our reported and expected financial results. There have been no material changes to these and other 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, 2021.

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 disruptions in the supply chain caused by the COVID-19 pandemic, Russia’s invasion of the Ukraine and resultant sanctions imposed by the U.S. and other governments, and the recent lockdowns in China, 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 March 31, 2022, 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 March 31, 2022 and December 31, 2021, our monetary assets and liabilities which are subject to this exposure are immaterial, therefore, the potential immediate loss to us that would result from a hypothetical 10% change in foreign currency exchange rates would not be expected to have a material impact on our earnings or cash flows.  This sensitivity analysis assumes an unfavorable 10% fluctuation in the exchange rates affecting the foreign currencies in which monetary assets and liabilities are denominated and does not take into account the incremental effect of such a change on our foreign currency denominated revenues.

Interest Rate Risk

We manage our exposure to interest rate risk through the proportion of fixed rate debt and variable rate debt in our debt portfolio. To manage a portion of our exposure to interest rate changes, we have in the past entered into interest rate swap agreements.  We invest our excess cash in highly liquid short-term investments.  Substantially all of our debt is variable rate debt as of March 31, 2022 and December 31, 2021.  Based upon our current level of borrowings under our revolving credit facility and our Poland overdraft facility, and our excess cash, the effect of a hypothetical, instantaneous and unfavorable change of 100 basis points in the interest rate may have an approximate $2.3 million annualized negative impact on our earnings or cash flows.

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 ended March 31, 2022, we sold $155.7 million of receivables.  Depending upon the level of sales of receivables pursuant these agreements, the effect of a hypothetical, instantaneous and unfavorable change of 100 basis points in the margin rate may have an approximate $1.6 million annualized negative impact on our earnings or cash flows based upon receivables sold in the three months ended March 31, 2022.  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, 2021.

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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 March 31, 2022, 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 year ended December 31, 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.

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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).

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 first quarter of 2022:

Period	Total Number of Shares Purchased (1)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Plans or Programs (2)
January 1 – 31, 2022		27,543	$	46.95		27,543	$	28,362,897
February 1 – 28, 2022		66,284		46.06		66,284		25,309,836
March 1 – 31, 2022		56,600		44.25		56,600		22,805,553
Total		150,427	$	45.54		150,427	$	22,805,553

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

(2) In October 2021, our Board of Directors authorized the purchase of up to $30 million of our common stock under a stock repurchase program.  Stock repurchases under this program, during the three months ended March 31, 2022 and year ended December 31, 2021 were 150,427 shares and 7,000 shares of our common stock, respectively, at a total cost of $6.9 million and $0.3 million, respectively.  As of March 31, 2022, there was approximately $22.8 million available for future stock purchases under the program.  During the period from April 1, 2022 through April 29, 2022, we have repurchased an additional 96,028 shares of our common stock at a total cost of $4.1 million, thereby reducing the availability under the program to $18.7 million.  Stock will be purchased under the program from time to time, in the open market or through private transactions, as market conditions warrant.

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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: May 4, 2022	/s/ Nathan R. Iles
	Nathan R. Iles
	Chief Financial Officer
	(Principal Financial and
	Accounting Officer)

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