STANDARD MOTOR PRODUCTS, INC. - Quarter Report: 2017 March (Form 10-Q)

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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, 2017

or

☐

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

Commission file number:  1-4743

 

(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, N.Y.		11101
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes ☑      No ☐

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

	Large Accelerated Filer ☑	Accelerated Filer ☐
	Non-Accelerated Filer    ☐ (Do not check if a smaller reporting company)	Smaller reporting company   ☐

 

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 May 1, 2017, there were 22,822,434 outstanding shares of the registrant’s Common Stock, par value $2.00 per share.

 

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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, 2017 and 2016	3
	Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2017 and 2016	4
	Consolidated Balance Sheets as of March 31, 2017 (Unaudited) and December 31, 2016	5
	Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2017 and 2016	6
	Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) for the Three Months Ended March 31, 2017	7
	Notes to Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4.	Controls and Procedures	37

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

 

PART I - FINANCIAL INFORMATION

 

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)		Three Months Ended March 31,
		2017				2016
		(Unaudited)
Net sales		$	282,378			$	238,911
Cost of sales			198,268				165,915
Gross profit			84,110				72,996
Selling, general and administrative expenses			57,360				52,998
Restructuring and integration expenses			1,547				241
Other income, net			316				262
Operating income			25,519				20,019
Other non-operating income, net			823				333
Interest expense			468				311
Earnings from continuing operations before taxes			25,874				20,041
Provision for income taxes			9,507				7,385
Earnings from continuing operations			16,367				12,656
Loss from discontinued operations, net of income taxes			(633	)			(452	)
Net earnings		$	15,734			$	12,204
Per Share Data:
Net earnings per common share – Basic:
Earnings from continuing operations		$	0.72			$	0.56
Discontinued operations			(0.03	)			(0.02	)
Net earnings per common share – Basic		$	0.69			$	0.54
Net earnings per common share – Diluted:
Earnings from continuing operations		$	0.70			$	0.55
Discontinued operations			(0.03	)			(0.02	)
Net earnings per common share – Diluted		$	0.67			$	0.53
Dividend declared per share		$	0.19			$	0.17
Average number of common shares			22,846,595				22,642,312
Average number of common shares and dilutive common shares			23,313,773				22,944,947

See accompanying notes to consolidated financial statements (unaudited).

 

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

		Three Months Ended March 31,
(In thousands)		2017				2016
		(Unaudited)
Net earnings		$	15,734			$	12,204
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments			2,723				1,785
Pension and postretirement plans:
Amortization of:
Prior service benefit			—				(13	)
Unrecognized (gain) loss			(59	)			275
Foreign currency exchange rate changes			—				4
Income tax expense (benefit) related to pension and postretirement plans			24				(108	)
Pension and postretirement plans, net of tax			(35	)			158
Total other comprehensive income, net of tax			2,688				1,943
Comprehensive income		$	18,422			$	14,147

See accompanying notes to consolidated financial statements (unaudited).

 

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)		March 31, 2017				December 31, 2016
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	15,581			$	19,796
Accounts receivable, less allowances for discounts and doubtful accounts of $5,101 and $4,425 for 2017 and 2016, respectively			180,156				134,630
Inventories			331,818				312,477
Prepaid expenses and other current assets			6,901				7,318
Total current assets			534,456				474,221
Property, plant and equipment, net of accumulated depreciation of $191,580 and $191,551 for 2017 and 2016, respectively			79,129				78,499
Goodwill			67,310				67,231
Other intangibles, net			62,007				64,056
Deferred income taxes			50,965				51,127
Other assets			35,518				33,563
Total assets		$	829,385			$	768,697
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Notes payable		$	82,045			$	54,812
Current portion of long-term debt			44				43
Accounts payable			101,989				83,878
Sundry payables and accrued expenses			43,036				45,147
Accrued customer returns			47,692				40,176
Accrued rebates			33,133				29,127
Payroll and commissions			19,945				30,658
Total current liabilities			327,884				283,841
Long-term debt			111				120
Other accrued liabilities			13,464				12,380
Accrued asbestos liabilities			30,353				31,328
Total liabilities			371,812				327,669
Commitments and contingencies
Stockholders’ equity:
Common stock – par value $2.00 per share:
Authorized – 30,000,000 shares; issued 23,936,036 shares			47,872				47,872
Capital in excess of par value			99,527				96,850
Retained earnings			347,860				336,464
Accumulated other comprehensive income			(8,340	)			(11,028	)
Treasury stock – at cost (1,083,059 shares and 1,101,487 shares in 2017 and 2016, respectively)			(29,346	)			(29,130	)
Total stockholders’ equity			457,573				441,028
Total liabilities and stockholders’ equity		$	829,385			$	768,697

See accompanying notes to consolidated financial statements (unaudited).

 

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)		Three Months Ended March 31,
		2017				2016
		(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings		$	15,734			$	12,204
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization			5,631				4,373
Amortization of deferred financing cost			86				84
Increase to allowance for doubtful accounts			534				357
Increase to inventory reserves			981				1,194
Amortization of deferred gain on sale of building			(262	)			(262	)
Equity income from joint ventures			(718	)			(530	)
Employee stock ownership plan allocation			540				505
Stock-based compensation			1,862				1,109
Excess tax benefits related to exercise of  employee stock grants			—				(124	)
Decrease in deferred income taxes			214				538
Loss on discontinued operations, net of tax			633				452
Change in assets and liabilities:
Increase in accounts receivable			(45,325	)			(19,281	)
Increase in inventories			(19,344	)			(14,621	)
Decrease in prepaid expenses and other current assets			2,065				5,064
Increase in accounts payable			13,664				11,431
Decrease in sundry payables and accrued expenses			(2,269	)			(5,002	)
Net changes in other assets and liabilities			(910	)			1,174
Net cash used in operating activities			(26,884	)			(1,335	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			(3,234	)			(4,099	)
Other investing activities			2				2
Net cash used in investing activities			(3,232	)			(4,097	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under line-of-credit agreements			27,234				2,028
Net borrowings (payments) of long-term debt and capital lease obligations			(10	)			120
Purchase of treasury stock			(1,267	)			(377	)
Increase in overdraft balances			3,650				1,715
Excess tax benefits related to the exercise of employee stock grants			—				124
Dividends paid			(4,338	)			(3,849	)
Net cash provided by (used in) financing activities			25,269				(239	)
Effect of exchange rate changes on cash			632				231
Net decrease in cash and cash equivalents			(4,215	)			(5,440	)
CASH AND CASH EQUIVALENTS at beginning of period			19,796				18,800
CASH AND CASH EQUIVALENTS at end of period		$	15,581			$	13,360
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest		$	328			$	225
Income taxes		$	1,407			$	1,578

See accompanying notes to consolidated financial statements (unaudited).

 

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Three Months Ended March 31, 2017

(Unaudited)

 

		Common Stock				Capital in Excess of Par Value				Retained Earnings				Accumulated Other Comprehensive Income (Loss)				Treasury Stock				Total
(In thousands)
Balance at December 31, 2016		$	47,872			$	96,850			$	336,464			$	(11,028	)		$	(29,130	)		$	441,028
Net earnings			—				—				15,734				—				—				15,734
Other comprehensive income, net of tax			—				—				—				2,688				—				2,688
Cash dividends paid			—				—				(4,338	)			—				—				(4,338	)
Purchase of treasury stock			—				—				—				—				(1,560	)			(1,560	)
Stock-based compensation			—				1,663				—				—				199				1,862
Employee Stock Ownership Plan			—				1,014				—				—				1,145				2,159
Balance at March 31, 2017		$	47,872			$	99,527			$	347,860			$	(8,340	)		$	(29,346	)		$	457,573

See accompanying notes to consolidated financial statements (unaudited).

 

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 as the “Company,” “we,” “us,” or “our”) is engaged in the manufacture and distribution of replacement parts for motor vehicles in the automotive aftermarket industry with a complementary focus on heavy duty, industrial equipment and the original equipment service market.

 

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, 2016.  The unaudited consolidated financial statements include our accounts and all domestic and international companies in which we have more than a 50% equity ownership.  Our 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 2017 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.  Some of the more significant estimates include allowances for doubtful accounts, realizability of inventory, goodwill and other intangible assets, depreciation and amortization of long-lived assets, product liability, other postretirement benefits, asbestos, environmental and litigation matters, the valuation of deferred tax assets and sales return allowances.

 

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, 2016.

 

Recently Issued Accounting Pronouncements

The following table provides a brief description of recent accounting pronouncements that could have a material effect on our financial statements:

	Standard		Description		Date of adoption		Effects on the financial statements or other significant matters
	Standards that are not yet adopted as of March 31, 2017
	Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers		This standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance.  Under the new guidance, “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.”		January 1, 2018, with early adoption permitted but not before January 1, 2017		The new standard provides entities the option of using either a full retrospective or a modified approach to adopt the guidance. To date we performed an assessment of the potential impacts of the pronouncement including certain contract reviews.  Based on our initial assessment we do not anticipate that the adoption of this standard will have a material effect on our consolidated financial statements.  We will be continuously assessing the new standard and reviewing contracts through January 1, 2018, the date of implementation.  We are currently evaluating the method of adoption.
	ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date		This standard defers by one year the mandatory effective date of its revenue recognition standard, and provides entities the option to adopt the standard as of the original effective date.
	ASU 2016-02, Leases		This standard outlines the need to recognize a right-of-use asset and a lease liability for virtually all leases (other than leases that meet the definition of a short-term lease).  For income statement purposes, the FASB retained the dual model, requiring leases to be classified as either operating or financing.  Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern.		January 1, 2019, with early adoption permitted		The new standard must be adopted utilizing a modified retrospective transition, and provides for certain expedients.  The new standard will require that we recognize all of our leases, including our current operating leases, on the balance sheet.  We are currently in the process of taking an inventory of our leases and are evaluating the impact the new standard will have on our consolidated financial statements, and when we will adopt the new standard.
	ASU 2016-15, Statement of Cash Flows		This standard is intended to reduce diversity in practice and to provide guidance as to how certain cash receipts and cash payments are presented and classified in the statement of cash flows.		January 1, 2018, with early adoption permitted		The new standard requires application using a retrospective transition method.  We do not anticipate that the adoption of this standard will have a material effect on our consolidated financial statements.

 

 

	Standard		Description		Date of adoption		Effects on the financial statements or other significant matters
	Standards that are not yet adopted as of March 31, 2017
	ASU 2017-04, Simplifying the Test for Goodwill Impairment		This standard is intended to simplify the accounting for goodwill impairment.  ASU 2017-04 removes Step 2 of the test, which requires a hypothetical purchase price allocation.  A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.		January 1, 2020, with early adoption permitted		The new standard should be applied prospectively.  We will consider the new standard when performing our annual impairment test and evaluate when we will adopt the new standard.
	ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost		This standard requires employers that present operating income in their consolidated statement of operations to include only the service cost component of net periodic pension cost and net periodic postretirement benefit cost in operating expenses (together with other employee compensation costs).  The other components of net benefit cost, including amortization of prior service cost/credit, and settlement and curtailment effects, are to be included in other non-operating income (expense).  The new standard requires retrospective reclassification of the effects of the new standard on the statement of operations.		January 1, 2018, with early adopted permitted		The new standard will require that we retrospectively reclassify all components of net periodic pension cost and net periodic postretirement benefit cost, other than the service cost component, in our statement of operations from selling, general and administrated expenses, as presently reported, to other non-operating income (expense).

 

	Standards that were adopted
	ASU 2015-17, Balance Sheet Classification of Deferred Taxes		This standard requires entities with a classified balance sheet to present all deferred tax assets and liabilities as noncurrent. The new guidance requires entities to offset all deferred tax assets and liabilities (and valuation allowances) for each tax-paying jurisdiction within each tax-paying component.  The net deferred tax must be presented as a single noncurrent amount.		January 1, 2017		The adoption of the new standard resulted in the reclassification of deferred tax assets previously reported as current deferred tax assets to noncurrent deferred tax assets in our consolidated balance sheets.  We adopted the new standard retrospectively, and as such, all prior period current deferred tax assets in our consolidated balance sheets have also been reclassified to noncurrent deferred tax assets for comparative purposes.

 

 

ASU 2015-11, Simplifying the Measurement of Inventory

This standard changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value for entities that measures inventory using first-in, first-out or average cost.  In addition, this standard eliminates the requirement for these entities to consider replacement cost or net realizable value less an approximate normal profit margin when measuring inventory.

January 1, 2017

The prospective adoption of the new standard did not have a material effect on our consolidated financial statements.

 

ASU 2016-09, Improvements to Employee Share-Based Payment Accounting

This standard requires (1) that the tax effects related to share-based payments at settlement (or expiration) be recorded through the tax provision (benefit) in the income statement rather than in equity as permitted under current guidance under certain circumstances; (2) that all tax-related cash flows resulting from share-based payments be reported as operating activities on the statement of cash flows, a change from the current requirement to present windfall tax benefits as an inflow from financing activities and an outflow from operating activities; and (3) that when computing diluted earnings per share, the effect of “windfall” tax benefits be excluded from the hypothetical proceeds used to calculate the repurchase of shares under the treasury stock method.

January 1, 2017

We adopted the new standard prospectively.  The adoption of the new standard did not have a material effect on our first quarter 2017 consolidated financial statements, and based upon the current price of our common stock, we do not expect that the adoption of the new standard will have a material effect on our consolidated financial statements for the year ended December 31, 2017.

 

Note 3.

Business Acquisitions and Investments

2016 Business Acquisitions

In May 2016, we acquired the North American automotive ignition wire business of General Cable Corporation for approximately $67.5 million.  The acquisition was paid for in cash funded by our revolving credit facility with JPMorgan Chase, as agent.  The acquisition includes the purchase of certain assets and the assumption of certain liabilities of General Cable Corporation’s (and certain of its affiliates) automotive ignition wire business in North America as well as 100% of the equity interests of a General Cable subsidiary in Nogales, Mexico.

 

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						$	67,451
Assets acquired and liabilities assumed:
Receivables		$	3,130
Inventory			12,567
Other current and noncurrent assets (1)			334
Property, plant and equipment, net			2,660
Intangible assets			42,440
Goodwill			12,746
Current liabilities			(6,426	)
Net assets acquired						$	67,451

(1)

Other current and noncurrent assets includes $0.2 million of cash acquired.

 

Intangible assets acquired of $42.4 million consists of customer relationships of $39.4 million that will be amortized on a straight-line basis over the estimated useful life of 15 years; a non-compete agreement of $2.2 million that will be amortized on a straight-line basis over the estimated useful life of 5 years; and a supply agreement of $0.8 million that will be amortized on a straight-line basis over the estimated useful life of 1 year.  Goodwill of $12.7 million was allocated to the Engine Management Segment and is deductible for income tax purposes.  The goodwill reflects relationships, business specific knowledge and the replacement cost of an assembled workforce associated with personal reputations, as well as the value of expected synergies.

 

Revenues included in our consolidated statements of operations for the acquisition was $23.4 million for the three months ended March 31, 2017.

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, including the plant rationalization program and the wire and cable relocation program as of December 31, 2016 and March 31, 2017 and activity for the three months ended March 31, 2017 consisted of the following (in thousands):

		Workforce Reduction				Other Exit Costs				Total
Exit activity liability at December 31, 2016		$	2,576			$	—			$	2,576
Restructuring and integration costs:
Amounts provided for during 2017			1,125				422				1,547
Cash payments			(553	)			(422	)			(975	)
Exit activity liability at March 31, 2017		$	3,148			$	—			$	3,148

Restructuring Costs

Plant Rationalization Program

In February 2016, in connection with our ongoing efforts to improve operating efficiencies and reduce costs, we finalized our intention to implement a plant rationalization initiative.  As part of the plant rationalization, certain production activities will be relocated from our Grapevine, Texas manufacturing facility to facilities in Greenville, South Carolina and Reynosa, Mexico, certain service functions will be relocated from Grapevine, Texas to our administrative offices in Lewisville, Texas, and our Grapevine, Texas facility will be closed.  In addition, certain production activities will be relocated from our Greenville, South Carolina manufacturing facility to our manufacturing facility in Bialystok, Poland.  Restructuring and integration expenses expected to be incurred related to the program of approximately $6 million, consisting of employee severance and relocation of certain machinery and equipment, will be recognized throughout the program.  Through March 31, 2017, total restructuring and integration expenses related to the program of $4.3 million were recognized.  We anticipate that the plant rationalization will be completed by the end of 2017.

 

 

Activity, by segment, for the three months ended March 31, 2017 related to our plant rationalization program consisted of the following (in thousands):

		Engine Management				Temperature Control				Other				Total
Exit activity liability at December 31, 2016		$	11			$	2,043			$	—			$	2,054
Restructuring and integration costs:
Amounts provided for during 2017			386				734				—				1,120
Cash payments			(397	)			(520	)			—				(917	)
Exit activity liability at March 31, 2017		$	—			$	2,257			$	—			$	2,257

Orlando Plant Rationalization Program

In January 2017, to further our ongoing efforts to improve operating efficiencies and reduce costs, we finalized our intention to implement another plant rationalization initiative at our Orlando, Florida facility.  As part of the plant rationalization, we plan to relocate production activities from our Orlando, Florida manufacturing facility to Independence, Kansas, and close our Orlando, Florida facility.  Restructuring and integration expenses expected to be incurred related to the program of approximately $3.1 million, consisting of employee severance and relocation of certain machinery and equipment, will be recognized throughout the program.  Through March 31, 2017, total restructuring and integration expenses related to the program of $0.3 million were recognized.  We anticipate that the Orlando plant rationalization will be completed within 12 to 24 months.

Activity, by segment, for the three months ended March 31, 2017 related to our Orlando plant rationalization program consisted of the following (in thousands):

		Engine Management				Temperature Control				Other				Total
Exit activity liability at December 31, 2016		$	—			$	—			$	—			$	—
Restructuring and integration costs:
Amounts provided for during 2017			306				—				—				306
Cash payments			(24	)			—				—				(24	)
Exit activity liability at March 31, 2017		$	282			$	—			$	—			$	282

Integration Costs

Wire and Cable Relocation

In connection with our acquisition of the North American automotive ignition wire business of General Cable Corporation in May 2016, we expect to incur certain integration expenses, including costs to be incurred in connection with the consolidation of the General Cable Corporation Altoona, Pennsylvania distribution center into our existing wire distribution center in Edwardsville, Kansas and the relocation of certain machinery and equipment.  In October 2016, we further announced our plan to relocate all production from the acquired Nogales, Mexico wire set assembly operation to our existing wire assembly facility in Reynosa, Mexico and to close the Nogales, Mexico plant.  Integration expenses expected to be incurred related to the closure of the Nogales, Mexico plant include employee severance and the relocation of certain machinery and equipment.  Total integration expenses of $2.9 million are expected to be incurred related to the program.  Through March 31, 2017, integration expenses related to the program of $0.8 million were recognized.  We anticipate that the wire and cable relocation program will be completed by the end of the first quarter of 2018.

 

Activity, by segment, for the three months ended March 31, 2017 related to our wire and cable relocation program consisted of the following (in thousands):

		Engine Management				Temperature Control				Other				Total
Exit activity liability at December 31, 2016		$	522			$	—			$	—			$	522
Restructuring and integration costs:
Amounts provided for during 2017			121				—				—				121
Cash payments			(34	)			—				—				(34	)
Exit activity liability at March 31, 2017		$	609			$	—			$	—			$	609

Note 5.

Sale of Receivables

From time to time, we sell undivided interests in certain of our receivables to financial institutions.  We enter these agreements at our discretion when we determine that the cost of factoring is less than the cost of servicing our receivables with existing debt.  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 $179.7 million and $165.9 million of receivables during the three months ended March 31, 2017 and 2016, respectively.  A charge in the amount of $5.2 million and $4 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, 2017 and 2016, respectively.  If we do not enter into these arrangements or if any of the financial institutions with which we enter into these arrangements were to experience financial difficulties or otherwise terminate these arrangements, our financial condition, results of operations and cash flows could be materially and adversely affected by delays or failures to collect future trade accounts receivable.

Note 6.

Inventories

Inventories, which are stated at the lower of cost (determined by means of the first-in, first-out method) or market, consist of the following:

		March 31, 2017				December 31, 2016
		(In thousands)
Finished goods		$	217,220			$	203,700
Work in process			8,529				6,823
Raw materials			106,069				101,954
Total inventories		$	331,818			$	312,477

 

Note 7.

Acquired Intangible Assets

Acquired identifiable intangible assets consist of the following:

		March 31, 2017				December 31, 2016
		(In thousands)
Customer relationships		$	87,220			$	87,070
Trademarks and trade names			6,800				6,800
Non-compete agreements			3,194				3,189
Patents			723				723
Supply agreements			800				800
Leaseholds			160				160
Total acquired intangible assets			98,897				98,742
Less accumulated amortization (1)			(37,970	)			(35,830	)
Net acquired intangible assets		$	60,927			$	62,912

(1)

Applies to all intangible assets, except for trademarks and trade names totaling $5.2 million, which have indefinite useful lives and, as such, are not being amortized.

Total amortization expense for acquired intangible assets was $2.1 million and $1.2 million for the three months ended March 31, 2017 and 2016, respectively.  Based on the current estimated useful lives assigned to our intangible assets, amortization expense is estimated to be $5.9 million for the remainder of 2017, $7.5 million in 2018, $6.3 million in 2019, $5.9 million in 2020 and $30.1 million in the aggregate for the years 2021 through 2031.

Note 8.

Credit Facilities and Long-Term Debt

Total debt outstanding is summarized as follows:

		March 31, 2017				December 31, 2016
		(In thousands)
Revolving credit facilities		$	82,045			$	54,812
Other			155				163
Total debt		$	82,200			$	54,975
Current maturities of debt		$	82,089			$	54,855
Long-term debt			111				120
Total debt		$	82,200			$	54,975

Revolving Credit Facility

In October 2015, we entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as agent, and a syndicate of lenders for a senior secured revolving credit facility with a line of credit of up to $250 million (with an additional $50 million accordion feature) and a maturity date in October 2020.  The line of credit under the agreement also allows for a $10 million line of credit to Canada as part of the $250 million available for borrowing.  Direct borrowings under the credit agreement bear interest at LIBOR plus a margin ranging from 1.25% to 1.75% based on our borrowing availability, or floating at the alternate base rate plus a margin ranging from 0.25% to 0.75% based on our borrowing availability, at our option.  The credit agreement is guaranteed by certain of our subsidiaries and secured by certain of our assets.

 

Borrowings under the credit agreement are secured by substantially all of our assets, including accounts receivable, inventory and certain fixed assets, and those of certain of our subsidiaries.  Availability under the credit agreement is based on a formula of eligible accounts receivable, eligible inventory, eligible equipment and eligible fixed assets.  After taking into account outstanding borrowings under the credit agreement, there was an additional $149.2 million available for us to borrow pursuant to the formula at March 31, 2017.  Outstanding borrowings under the credit agreements, which are classified as current liabilities, were $82 million and $54.8 million at March 31, 2017 and December 31, 2016, respectively.  Borrowings under the restated credit agreement have been classified as current liabilities based upon the accounting rules and certain provisions in the agreement.

 

At March 31, 2017, the weighted average interest rate on our credit agreement was 2.3%, which consisted of $78 million in direct borrowings at 2.2% and an alternative base rate loan of $4 million at 4.3%.  At December 31, 2016, the weighted average interest rate on our credit agreement was 2.3%, which consisted of $45 million in direct borrowings at 2% and an alternative base rate loan of $9.8 million at 4%.  During the three months ended March 31, 2017, our average daily alternative base rate loan balance was $6.2 million compared to a balance of $3.2 million for the three months ended March 31, 2016 and a balance of $2.6 million for the year ended December 31, 2016.

 

At any time that our borrowing availability is less than the greater of either (a) $25 million, or 10% of the commitments if fixed assets are not included in the borrowing base, or (b) $31.25 million, or 12.5% of the commitments if fixed assets are included in the borrowing base, the terms of the credit agreement provide for, among other provisions, a financial covenant requiring us, on a consolidated basis, to maintain a fixed charge coverage ratio of 1:1 at the end of each fiscal quarter (rolling four quarters).  As of March 31, 2017, we were not subject to these covenants.  The credit agreement permits us to pay cash dividends of $20 million and make stock repurchases of $20 million in any fiscal year subject to a minimum availability of $25 million.  Provided specific conditions are met, the credit agreement also permits acquisitions, permissible debt financing, capital expenditures, and cash dividend payments and stock repurchases of greater than $20 million.

 

Deferred Financing Costs

We had deferred financing costs of $1.2 million and $1.3 million as of March 31, 2017 and December 31, 2016, respectively.  Deferred financing costs are related to our revolving credit facility.  Deferred financing costs as of March 31, 2017 are being amortized in the amounts of $0.3 million for the remainder of 2017, $0.3 million in 2018, $0.3 million in 2019, and $0.3 million in 2020.

 

Note 9.

Accumulated Other Comprehensive Income

Changes in Accumulated Other Comprehensive Income by Component (in thousands)

		Foreign Currency Translation Adjustments				Unrecognized Postretirement Benefit Costs (Credit)				Total
Balance at December 31, 2016		$	(11,252	)		$	224			$	(11,028	)
Other comprehensive income before reclassifications			2,723				—				2,723
Amounts reclassified from accumulated other comprehensive income			—				(35	)			(35	)
Other comprehensive income, net			2,723				(35	)			2,688
Balance at March 31, 2017		$	(8,529	)		$	189			$	(8,340	)

Reclassifications Out of Accumulated Other Comprehensive Income (in thousands)

Details About Accumulated Other Comprehensive Income Components		Three Months Ended March 31, 2017
Amortization of postretirement benefit plans:
Prior service benefit (1)		$	—
Unrecognized gain (1)			(59	)
Total before income tax			(59	)
Income tax expense			24
Total reclassifications for the period		$	(35	)

 

(1)

These accumulated other comprehensive income components are included in the computation of net periodic postretirement benefit costs, which are included in selling, general and administrative expenses in our consolidated statements of operations (see Note 11 for additional details).

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

As part of the 2016 Omnibus Incentive Plan, we currently grant shares of restricted stock to eligible employees and our independent directors and performance-based stock to eligible employees.  Selected executives and other key personnel are granted performance awards whose vesting is contingent upon meeting various performance measures with a retention feature.  Performance-based shares 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 on the third anniversary of the date of grant.  Each period we evaluate the probability of achieving the applicable targets, and we adjust our accrual accordingly.  Restricted shares granted to employees become fully vested upon the third anniversary of the date of grant; and for selected key executives, certain additional restricted share grants vest 25% upon the attainment of age 60, 25% upon the attainment of age 63 and become fully vested upon the attainment of age 65.  Restricted shares granted to directors become fully vested upon the first anniversary of the date of grant.  Commencing with the 2015 grants, restricted 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 three year vesting period.  Forfeitures on restricted stock grants are estimated at 5% for employees and 0% for executives and directors, respectively, based on our evaluation of historical and expected future turnover.

 

Our restricted and performance-based share activity was as follows for the three months ended March 31, 2017:

 

		Shares				Weighted Average Grant Date Fair Value Per Share
Balance at December 31, 2016			822,848			$	30.46
Granted			450				47.70
Vested			(6,659	)			24.76
Forfeited			(2,575	)			34.69
Balance at March 31, 2017			814,064			$	30.51

We recorded compensation expense related to restricted shares and performance-based shares of $1.8 million ($1.1 million, net of tax) and $1.1 million ($0.7 million, net of tax) for the three months ended March 31, 2017 and 2016, respectively. The unamortized compensation expense related to our restricted and performance-based shares was $14.2 million at March 31, 2017, and is expected to be recognized as they vest over a weighted average period of 5.5 years and 0.1 years for employees and directors, respectively.

Note 11.

Employee Benefits

We provided, and continue to provide, certain medical and dental care benefits to eligible retired U.S. and Canadian employees. Under the U.S. plan, for non-union employees, a Health Reimbursement Account (“HRA”) was established beginning January 1, 2009 for each qualified U.S. retiree.  Annually, and through the year ended December 31, 2016, a fixed amount was credited into the HRA to cover both medical and dental costs for all current and future eligible retirees.  Under the Canadian plan, retiree medical and dental benefits were funded using insurance contracts.  Premiums under the insurance contracts were funded on a pay-as-you-go basis.  The postretirement medical plans to substantially all eligible U.S. and Canadian employees terminated on December 31, 2016.  For U.S. plan participants, balances in the HRA accounts at December 31, 2016 will remain available for use until December 31, 2018.  Any remaining balance at December 31, 2018 will be forfeited.  Postretirement medical and dental benefits to eligible employees will continue to be provided to the 39 former union employees in the U.S.

The components of net periodic benefit cost for our postretirement benefit plans for the three months ended March 31, 2017 and 2016 were as follows (in thousands):

		Three Months Ended March 31,
Postretirement benefits		2017				2016
Service cost		$	—			$	—
Interest cost			2				3
Amortization of prior service cost			—				(13	)
Actuarial net (gain) loss			(59	)			275
Net periodic benefit cost (credit)		$	(57	)		$	265

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 2017, we made company contributions to the plan of $0.3 million related to calendar year 2016.

 

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, 2017, we contributed to the trust an additional 43,300 shares from our treasury and released 43,300 shares from the trust leaving 200 shares remaining in the trust as of March 31, 2017.

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.

 

Note 13.

Earnings Per Share

The following are reconciliations of the earnings available to common stockholders 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,
Basic Net Earnings Per Common Share:		2017				2016
Earnings from continuing operations		$	16,367			$	12,656
Loss from discontinued operations			(633	)			(452	)
Net earnings available to common stockholders		$	15,734			$	12,204
Weighted average common shares outstanding			22,847				22,642
Earnings from continuing operations per common share		$	0.72			$	0.56
Loss from discontinued operations per common share			(0.03	)			(0.02	)
Basic net earnings per common share		$	0.69			$	0.54
Diluted Net Earnings Per Common Share:
Earnings from continuing operations		$	16,367			$	12,656
Loss from discontinued operations			(633	)			(452	)
Net earnings available to common stockholders		$	15,734			$	12,204
Weighted average common shares outstanding			22,847				22,642
Plus incremental shares from assumed conversions:
Dilutive effect of restricted stock and performance stock			467				303
Weighted average common shares outstanding – Diluted			23,314				22,945
Earnings from continuing operations per common share		$	0.70			$	0.55
Loss from discontinued operations per common share			(0.03	)			(0.02	)
Diluted net earnings per common share		$	0.67			$	0.53

 

The shares listed below were not included in the computation of diluted earnings per share 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,
		2017				2016
Restricted and performance shares			249				358

Note 14.

Industry Segments

We have two major reportable operating segments, each of which focuses on a specific line of replacement parts.  Our Engine Management Segment manufactures and remanufactures ignition and emission parts, ignition wires, battery cables, fuel system parts and sensors for vehicle systems.  Our Temperature Control Segment manufactures and remanufactures air conditioning compressors, air conditioning and heating parts, engine cooling system parts, power window accessories and windshield washer system parts.

 

The following tables show our net sales, intersegment revenue and operating income by our operating segments (in thousands):

		Three Months Ended March 31,
		2017				2016
Net Sales
Engine Management		$	211,314			$	180,681
Temperature Control			70,290				56,766
All Other			774				1,464
Consolidated		$	282,378			$	238,911
Intersegment Revenue
Engine Management		$	7,312			$	4,872
Temperature Control			2,029				1,594
All Other			(9,341	)			(6,466	)
Consolidated		$	—			$	—
Operating Income
Engine Management		$	27,285			$	24,204
Temperature Control			3,967				2,167
All Other			(5,733	)			(6,352	)
Consolidated		$	25,519			$	20,019

 

Note 15.

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. When we originally acquired this brake business, we assumed future liabilities relating to any alleged exposure to asbestos-containing products manufactured by the seller of the acquired brake business. In accordance with the related purchase agreement, we agreed to assume the liabilities for all new claims filed on or after September 2001. Our ultimate exposure will depend upon the number of claims filed against us on or after September 2001 and the amounts paid for indemnity and defense thereof.  At March 31, 2017, approximately 1,580 cases were outstanding for which we may be responsible for any related liabilities.  Since inception in September 2001 through March 31, 2017, the amounts paid for settled claims are approximately $21.1 million.

 

In evaluating our potential asbestos-related liability, we have considered various factors including, among other things, an actuarial study of the asbestos related liabilities performed by an independent actuarial firm, our settlement amounts and whether there are any co-defendants, the jurisdiction in which lawsuits are filed, and the status and results of settlement discussions.  As is our accounting policy, we consider the advice of actuarial consultants with experience in assessing asbestos-related liabilities to estimate our potential claim liability.  The methodology used to project asbestos-related liabilities and costs in our actuarial study considered: (1) historical data available from publicly available studies; (2) an analysis of our recent claims history to estimate likely filing rates into the future; (3) an analysis of our currently pending claims; and (4) an analysis of our settlements to date in order to develop average settlement values.

 

The most recent actuarial study was performed as of August 31, 2016.  The updated study has estimated an undiscounted liability for settlement payments, excluding legal costs and any potential recovery from insurance carriers, ranging from $31 million to $47.7 million for the period through 2059. The change from the prior year study was a $2.3 million decrease for the low end of the range and a $3.4 million decrease for the high end of the range.  The decrease in the estimated undiscounted liability from the prior year study at both the low end and high end of the range reflects our actual experience over the prior twelve months, our historical data and certain assumptions with respect to events that may occur in the future.  Based on the information contained in the actuarial study and all other available information considered by us, we have concluded that no amount within the range of settlement payments was more likely than any other and, therefore, in assessing our asbestos liability we compare the low end of the range to our recorded liability to determine if an adjustment is required.  Based upon the results of the August 31, 2016 actuarial study, a favorable adjustment to the asbestos liability was not recorded in our consolidated financial statements as the difference between our recorded liability and the liability in the actuarial report at the low end of the range was not material.  Future legal costs, which are expensed as incurred and reported in loss from discontinued operations in the accompanying statement of operations, are estimated, according to the updated study, to range from $42.7 million to $78.6 million for the period through 2059.

 

We plan to perform an annual actuarial evaluation during the third quarter of each year for the foreseeable future. Given the uncertainties associated with projecting such matters into the future and other factors outside our control, we can give no assurance that additional provisions will not be required. We will continue to monitor the circumstances surrounding these potential liabilities in determining whether additional provisions may be necessary.  At the present time, however, we do not believe that any additional provisions would be reasonably likely to have a material adverse effect on our liquidity or consolidated financial position.

Other Litigation

We are currently involved in various other legal claims and legal proceedings (some of which may involve substantial amounts), including claims related to commercial disputes, product liability, employment, and environmental.  Although these legal claims and legal proceedings are subject to inherent uncertainties, based on our understanding and evaluation of the relevant facts and circumstances, we believe that the ultimate outcome of these matters will not, either individually or in the aggregate, have a material adverse effect on our business, financial condition or results of operations.  We may at any time determine that settling any of these matters is in our best interests, which settlement may include substantial payments.  Although we cannot currently predict the specific amount of any liability that may ultimately arise with respect to any of these matters, we will record provisions when the liability is considered probable and reasonably estimable.  Significant judgment is required in both the determination of probability and the determination as to whether an exposure can be reasonably estimated.  As additional information becomes available, we reassess our potential liability related to these matters. Such revisions of the potential liabilities could have a material adverse effect on our business, financial condition or results of operations.

 

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, 2017 and 2016, we have accrued $25.6 million and $26.4 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,
		2017				2016
Balance, beginning of period		$	24,072			$	23,395
Liabilities accrued for current year sales			25,730				22,581
Settlements of warranty claims			(24,193	)			(19,572	)
Balance, end of period		$	25,609			$	26,404

 

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements in this Report are indicated by words such as “anticipates,” “expects,” “believes,” “intends,” “plans,” “estimates,” “projects,” “strategies” and similar expressions. These statements represent our expectations based on current information and assumptions and are inherently subject to risks and uncertainties.  Our actual results could differ materially from those which are anticipated or projected as a result of certain risks and uncertainties, including, but not limited to, changes in business relationships with our major customers and in the timing, size and continuation of our customers’ programs; changes in our receivables factoring arrangements; the ability of our customers to achieve their projected sales; competitive product and pricing pressures; increases in production or material costs that cannot be recouped in product pricing; the performance of the aftermarket, heavy duty, industrial equipment and original equipment service markets; changes in the product mix and distribution channel mix; economic and market conditions; successful integration of acquired businesses; our ability to achieve benefits from our cost savings initiatives; product liability and environmental matters (including, without limitation, those related to asbestos-related contingent liabilities and remediation costs at certain properties); as well as other risks and uncertainties, such as those described under Risk Factors, Quantitative and Qualitative Disclosures About Market Risk and those detailed herein and from time to time in the filings of the Company with the SEC.  Forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. In addition, historical information should not be considered as an indicator of future performance.  The following discussion should be read in conjunction with the unaudited consolidated financial statements, including the notes thereto, included elsewhere in this Report.

Business Overview

We are a leading independent manufacturer and distributor of replacement parts for motor vehicles in the automotive aftermarket industry with a complementary focus on heavy duty, industrial equipment and the original equipment service market.  We are organized into two major operating segments, each of which focuses on specific lines of replacement parts.  Our Engine Management Segment manufactures and remanufactures ignition and emission parts, ignition wires, battery cables, fuel system parts and sensors for vehicle systems.  Our Temperature Control Segment manufactures and remanufactures air conditioning compressors, air conditioning and heating parts, engine cooling system parts, power window accessories, and windshield washer system parts.

 

We sell our products primarily to warehouse distributors, large retail chains, original equipment manufacturers and original equipment service part operations in the United States, Canada, Latin America, and Europe.  Our customers consist of many of the leading warehouse distributors and auto parts retail chains, such as NAPA Auto Parts (National Automotive Parts Association, Inc.), Advance Auto Parts, Inc./CARQUEST Auto Parts, AutoZone, Inc., O’Reilly Automotive, Inc., Canadian Tire Corporation Limited and The Pep Boys Manny, Moe & Jack, as well as national program distribution groups, such as Auto Value and All Pro/Bumper to Bumper (Aftermarket Auto Parts Alliance, Inc.), Automotive Distribution Network LLC, The National Pronto Association (“Pronto”), Federated Auto Parts Distributors, Inc. (“Federated”), Pronto and Federated’s affiliate, the Automotive Parts Services Group or The Group, Auto Plus and specialty market distributors. We distribute parts under our own brand names, such as Standard®, Blue Streak®, BWD®, Select®, Intermotor®, GP Sorensen®, TechSmart®, Tech Expert®, OEM®, LockSmart®, Four Seasons®, EVERCO®, ACi®, COMPRESSORWORKS® and Hayden® and through co-labels and private labels, such as CARQUEST®, Duralast®, Duralast Gold®, Import Direct®, Master Pro®, Omni-Spark®, Ultima Select®, Murray®, NAPA® Echlin®, NAPA Proformer™ Mileage Plus®, NAPA Temp Products™, NAPA® Belden®, Cold Power®, Driveworks^TM and ToughOne^TM.

 

Our goal is to grow revenues and earnings and deliver returns in excess of our cost of capital by being the best-in-class, full-line, full-service supplier of premium products to the engine management and temperature control markets. Our management places significant emphasis on improving our financial performance by achieving operating efficiencies and improving asset utilization, while maintaining product quality and high customer order fill rates.  We intend to continue to improve our operating efficiency, customer satisfaction and cost position by increasing cost‑effective vertical integration in key product lines through internal development and improving our cost effectiveness and competitive responsiveness to better serve our customer base, including sourcing certain products from low cost regions such as those in Asia without compromising product quality.

Seasonality.  Historically, our operating results have fluctuated by quarter, with the greatest sales occurring in the second and third quarters of the year and revenues generally being recognized at the time of shipment. It is in these quarters that demand for our products is typically the highest, specifically in the Temperature Control Segment of our business.  In addition to this seasonality, the demand for our Temperature Control products during the second and third quarters of the year may vary significantly with the summer weather and customer inventories. For example, a cool summer, as we experienced in both 2014 and 2013, may lessen the demand for our Temperature Control products, while a warm summer, as we experienced in 2016, may increase such demand.  As a result of this seasonality and variability in demand of our Temperature Control products, our working capital requirements typically peak near the end of the second quarter, as the inventory build‑up of air conditioning products is converted to sales and payments on the receivables associated with such sales have yet to be received. During this period, our working capital requirements are typically funded by borrowing from our revolving credit facility.

Inventory Management.  We face inventory management issues as a result of warranty and overstock returns. Many of our products carry a warranty ranging from a 90-day limited warranty to a lifetime limited warranty, which generally covers defects in materials or workmanship and failure to meet industry published specifications and/or the result of installation error.  In addition to warranty returns, we also permit our customers to return new, undamaged products to us within customer-specific limits (which are generally limited to a specified percentage of their annual purchases from us) in the event that they have overstocked their inventories.  In addition, the seasonality of our Temperature Control Segment requires that we increase our inventory during the winter season in preparation of the summer selling season and customers purchasing such inventory have the right to make returns.

 

In order to better control warranty and overstock return levels, we have in place procedures for authorized warranty returns, including for warranty returns which result from installation error, placed restrictions on the amounts customers can return and instituted a program to better estimate potential future product returns.  In addition, with respect to our air conditioning compressors, which are our most significant customer product warranty returns, we established procedures whereby a warranty will be voided if a customer does not provide acceptable proof that complete air conditioning system repair was performed in accordance with approved procedures.

 

Discounts, Allowances and Incentives.  We offer a variety of usual customer discounts, allowances and incentives.  First, we offer cash discounts for paying invoices in accordance with the specified discount terms of the invoice.  Second, we offer pricing discounts based on volume purchased from us and participation in our cost reduction initiatives.  These discounts are principally in the form of “off-invoice” discounts and are immediately deducted from sales at the time of sale. For those customers that choose to receive a payment on a quarterly basis instead of “off-invoice,” we accrue for such payments as the related sales are made and reduce sales accordingly.  Finally, rebates and discounts are provided to customers as advertising and sales force allowances, and allowances for warranty and overstock returns are also provided.  Management analyzes historical returns, current economic trends, and changes in customer demand when evaluating the adequacy of the sales returns and other allowances. Significant management judgments and estimates must be made and used in connection with establishing the sales returns and other allowances in any accounting period.  We account for these discounts and allowances as a reduction to revenues, and record them when sales are recorded.

 

Interim Results of Operations:

Comparison of the Three Months Ended March 31, 2017 to the Three Months Ended March 31, 2016

Sales.  Consolidated net sales for the three months ended March 31, 2017 were $282.4 million, an increase of $43.5 million, or 18.2%, compared to $238.9 million in the same period of 2016.  Consolidated net sales increased due to the higher results achieved by 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, 2017 and 2016 (in thousands):

 

		Three Months Ended March 31,
		2017				2016
Engine Management:
Ignition, Emission and Fuel System Parts		$	165,153			$	154,107
Wire and Cable			46,161				26,574
Total Engine Management			211,314				180,681
Temperature Control:
Compressors			37,922				27,258
Other Climate Control Parts			32,368				29,508
Total Temperature Control			70,290				56,766
All Other			774				1,464
Total		$	282,378			$	238,911

Engine Management’s net sales increased $30.6 million, or 17%, to $211.3 million for the three months ended March 31, 2017.  Net sales in the ignition, emissions and fuel systems parts product group for the three months ended March 31, 2017 were $165.1 million, an increase of $11 million, or 7.1%, compared to $154.1 million in the same period of 2016.  Net sales in the wire and cable product group for the three months ended March 31, 2017 were $46.2 million, an increase of $19.6 million, or 73.7%, compared to $26.6 million in the three months ended March 31, 2016.  In May 2016, we acquired the North American automotive ignition wire business of General Cable Corporation.  Incremental net sales from the acquisition of $23.4 million were included in net sales of the wire and cable product group for the three months ended March 31, 2017.  Excluding the incremental sales from the acquisition, Engine Management net sales increased $7.2 million, or 4%, compared to the same period of 2016.

 

Temperature Control’s net sales increased $13.5 million, or 23.8%, to $70.3 million for the three months ended March 31, 2017.  Net sales in the compressors product group for the three months ended March 31, 2017 were $37.9 million, an increase of $10.6 million, or 38.8%, compared to $27.3 million in the same period of 2016.  Net sales in the other climate control parts product group for the three months ended March 31, 2017 were $32.4 million, an increase of $2.9 million, or 9.8%, compared to $29.5 million in the three months ended March 31, 2016.  Demand for our Temperature Control products may vary significantly with summer weather conditions and customer inventories.

 

Gross Margins.  Gross margins, as a percentage of consolidated net sales, decreased to 29.8% in the first quarter of 2017, compared to 30.6% in the first quarter of 2016.  The following table summarizes gross margins by segment for the three months ended March 31, 2017 and 2016, respectively (in thousands):

Three Months Ended March 31,		Engine Management				Temperature Control				Other				Total
2017
Net sales		$	211,314			$	70,290			$	774			$	282,378
Gross margins			64,124				17,707				2,279				84,110
Gross margin percentage			30.3	%			25.2	%			—				29.8	%
2016
Net sales		$	180,681			$	56,766			$	1,464			$	238,911
Gross margins			57,276				14,090				1,630				72,996
Gross margin percentage			31.7	%			24.8	%			—				30.6	%

Compared to the first three months of 2016, gross margins at Engine Management decreased 1.4 percentage points from 31.7% to 30.3%, while gross margins at Temperature Control increased 0.4 percentage points from 24.8% to 25.2%.  The gross margin percentage decrease in Engine Management compared to the prior year reflects the impact of the slightly lower margins at the newly acquired North American automotive ignition wire business of General Cable Corporation, which was acquired in May of 2016.  The gross margin percentage increase in Temperature Control compared to the prior year resulted primarily from higher production volumes.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses (“SG&A”) increased to $57.4 million, or 20.3% of consolidated net sales, in the first quarter of 2017, as compared to $53 million, or 22.2% of consolidated net sales in the first quarter of 2016.  The $4.4 million increase in SG&A expenses as compared to the first quarter of 2016 is principally due to (1) incremental expenses from our acquisition of the North American automotive ignition wire business of General Cable Corporation, including amortization of intangible assets acquired; and (2) higher selling and marketing costs, higher distribution expenses, and higher costs incurred in our accounts receivable factoring program, all associated with increased sales volumes.

Restructuring and Integration Expenses.  Restructuring and integration expenses for the first three months of 2017 were $1.5 million compared to restructuring and integration expenses of $0.2 million for the first three months of 2016.  The $1.3 million year-over-year increase in restructuring and integration expenses reflects the impact of the plant rationalization program that commenced in February 2016, the wire and cable relocation program announced in October 2016, and the Orlando plant rationalization program that commenced in January 2017.

Other Income, Net. Other income, net was $0.3 million in both the first quarter of 2017 and 2016.  During the first quarter of 2017 and 2016, we recognized $0.3 million of deferred gain related to the sale-leaseback of our Long Island City, New York facility.

Operating Income.  Operating income increased to $25.5 million in the first quarter of 2017, compared to $20 million in the first quarter of 2016.  The increase of $5.5 million is the result of the impact of higher consolidated net sales offset, in part, by lower gross margins as a percentage of consolidated net sales, higher SG&A expenses and higher restructuring and integration expenses.

Other Non-Operating Income, Net.  Other non-operating income, net was $0.8 million in the first quarter of 2017, compared to other non-operating income, net of $0.3 million in the first quarter of 2016.  The year-over-year improvement in other non-operating income, net results primarily from the improved equity income from our joint ventures and the favorable impact of changes in foreign currency exchange rates.

 

Interest Expense.  Interest expense increased to $0.5 million in the first quarter of 2017 compared to $0.3 million in the same period of 2016.  The year-over-year increase in interest expense reflects the impact of higher average outstanding borrowings in 2017 when compared to 2016, and the slightly higher year-over-year average interest rates on our revolving credit facility.  The year-over-year increase in our average outstanding borrowings resulted primarily from our May 2016 acquisition of the North American automotive ignition wire business of General Cable Corporation for approximately $67.5 million, which was funded by our revolving credit facility.

Income Tax Provision.  The income tax provision in the first quarter of 2017 was $9.5 million at an effective tax rate of 36.7% compared to $7.4 million at an effective tax rate of 36.8% for the same period in 2016.

Loss from Discontinued Operations.  Loss from discontinued operations, net of tax, reflects legal expenses associated with our asbestos related liability.  We recorded a $0.6 million and $0.5 million loss from discontinued operations for the first quarter of 2017 and 2016, respectively.  As discussed more fully in Note 15 in the notes to our consolidated financial statements (unaudited), we are responsible for certain future liabilities relating to alleged exposure to asbestos containing products.

Restructuring and Integration Programs

Plant Rationalization Program

In February 2016, in connection with our ongoing efforts to improve operating efficiencies and reduce costs, we finalized our intention to implement a plant rationalization initiative.  As part of the plant rationalization, certain production activities will be relocated from our Grapevine, Texas manufacturing facility to facilities in Greenville, South Carolina and Reynosa, Mexico, certain service functions will be relocated from Grapevine, Texas to our administrative offices in Lewisville, Texas, and our Grapevine, Texas facility will be closed.  In addition, certain production activities will be relocated from our Greenville, South Carolina manufacturing facility to our manufacturing facility in Bialystok, Poland.  The following table summarizes the Plant Rationalization Program’s forecast and the amounts incurred through March 31, 2017:

		Forecast				Amounts Incurred Through March 31, 2017
		(In thousands)
Restructuring and integration expense		$	6,000			$	4,325
Capital expenditures			3,600				3,232
Temporary incremental operating expense			1,400				850
Total		$	11,000			$	8,407

Temporary incremental operating expense consists of labor and overhead inefficiencies during the program resulting from running duplicate facilities.

Wire and Cable Relocation

In connection with our acquisition of the North American automotive ignition wire business of General Cable Corporation in May 2016, we expect to incur certain integration expenses, including costs to be incurred in connection with the consolidation of the General Cable Corporation Altoona, Pennsylvania distribution center into our existing wire distribution center in Edwardsville, Kansas and the relocation of certain machinery and equipment.  In October 2016, we further announced our plan to relocate all production from the acquired Nogales, Mexico wire set assembly operation to our existing wire assembly facility in Reynosa, Mexico and to close the Nogales, Mexico plant.

 

The following table summarizes the Wire and Cable Relocation Program’s forecast and the amounts incurred through March 31, 2017:

		Forecast				Amounts Incurred Through March 31, 2017
		(In thousands)
Restructuring and integration expense		$	2,900			$	835
Capital expenditures			1,000				534
Total		$	3,900			$	1,369

Orlando Plant Rationalization Program

In January 2017, to further our ongoing efforts to improve operating efficiencies and reduce costs, we finalized our intention to implement another plant rationalization initiative at our Orlando, Florida facility.  As part of the plant rationalization, we plan to relocate production activities from our Orlando, Florida manufacturing facility to Independence, Kansas, and close our Orlando, Florida facility.  The following table summarizes the Plant Rationalization Program’s forecast and the amounts incurred through March 31, 2017:

		Forecast				Amounts Incurred Through March 31, 2017
		(In thousands)
Restructuring and integration expense		$	3,100			$	306
Capital expenditures			600				95
Total		$	3,700			$	401

Liquidity and Capital Resources

Operating Activities. During the first three months of 2017, cash used in operating activities was $26.9 million compared to cash used in operating activities of $1.3 million in the same period of 2016.  The increase in cash used in operating activities resulted primarily from the larger year-over-year increase in accounts receivable, the larger year-over-year increase in inventories and the smaller year-over-year decrease in prepaid expenses and other current assets, partially offset by an increase in net earnings, a larger year-over-year increase in accounts payable and a smaller year-over-year decrease in sundry payables and accrued expenses.

Net earnings during the first quarter of 2017 were $15.7 million compared to $12.2 million in the first quarter of 2016.  During the first three months of 2017, (1) the increase in accounts receivable was $45.3 million compared to the year-over-year increase in accounts receivable of $19.3 million in 2016; (2) the increase in inventories was $19.3 million compared to the year-over-year increase in inventories of $14.6 million in 2016; (3) the decrease in prepaid expenses and other current assets was $2.1 million compared to the year-over-year decrease in prepaid expenses and other current assets of $5.1 million in 2016; (4) the increase in accounts payable was $13.7 million compared to the year-over-year increase in accounts payable of $11.4 million in 2016; and (5) the decrease in sundry payables and accrued expenses was $2.3 million compared to the year-over-year decrease in sundry payables and accrued expenses of $5 million in 2016.  The higher year-over-year increase in receivables as compared to 2016 reflects the impact of the higher year-over-year net sales, while the comparative increase in inventories is the result of “safety stock” built in connection with our restructuring and integration programs.  We continue to actively manage our working capital to maximize our operating cash flow.

 

Investing Activities.  Cash used in investing activities was $3.2 million in the first three months of 2017, compared to $4.1 million in the same period of 2016.  Investing activities during the first quarter of 2017 and 2016 consisted of capital expenditures of $3.2 million and $4.1 million, respectively.

Financing Activities.  Cash provided by financing activities was $25.3 million in the first three months of 2017 compared to cash used in financing activities of $0.2 million in the same period of 2016.  During the first three months of 2017, (1) we increased borrowings under our revolving credit facility by $27.2 million as compared to the increase in borrowings under our revolving credit facility of $2 million in 2016; (2) we made cash payments in the first three months of 2017 for the repurchase of shares of our common stock of $1.3 million as compared to $0.4 million in 2016; and (3) we paid dividends of $4.3 million in the first three months of 2017 as compared to $3.8 million in the comparable period last year.  In January 2017, our Board of Directors voted to increase our quarterly dividend from $0.17 per share in 2016 to $0.19 per share in 2017.

 

In October 2015, we entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as agent, and a syndicate of lenders for a senior secured revolving credit facility with a line of credit of up to $250 million (with an additional $50 million accordion feature) and a maturity date in October 2020.  The line of credit under the agreement also allows for a $10 million line of credit to Canada as part of the $250 million available for borrowing.  Direct borrowings under the credit agreement bear interest at LIBOR plus a margin ranging from 1.25% to 1.75% based on our borrowing availability, or floating at the alternate base rate plus a margin ranging from 0.25% to 0.75% based on our borrowing availability, at our option.  The credit agreement is guaranteed by certain of our subsidiaries and secured by certain of our assets.

 

Borrowings under the credit agreement are secured by substantially all of our assets, including accounts receivable, inventory and certain fixed assets, and those of certain of our subsidiaries.  Availability under the credit agreement is based on a formula of eligible accounts receivable, eligible inventory, eligible equipment and eligible fixed assets.  After taking into account outstanding borrowings under the credit agreement, there was an additional $149.2 million available for us to borrow pursuant to the formula at March 31, 2017.  Outstanding borrowings under the credit agreements, which are classified as current liabilities, were $82 million and $54.8 million at March 31, 2017 and December 31, 2016, respectively.  Borrowings under the restated credit agreement have been classified as current liabilities based upon the accounting rules and certain provisions in the agreement.

 

At March 31, 2017, the weighted average interest rate on our credit agreement was 2.3%, which consisted of $78 million in direct borrowings at 2.2% and an alternative base rate loan of $4 million at 4.3%.  At December 31, 2016, the weighted average interest rate on our credit agreement was 2.3%, which consisted of $45 million in direct borrowings at 2% and an alternative base rate loan of $9.8 million at 4%.  During the three months ended March 31, 2017, our average daily alternative base rate loan balance was $6.2 million compared to a balance of $3.2 million for the three months ended March 31, 2016 and our average daily alternative base rate loan balance of $2.6 million for the year ended December 31, 2016.

 

At any time that our borrowing availability is less than the greater of either (a) $25 million, or 10% of the commitments if fixed assets are not included in the borrowing base, or (b) $31.25 million, or 12.5% of the commitments if fixed assets are included in the borrowing base, the terms of the credit agreement provide for, among other provisions, a financial covenant requiring us, on a consolidated basis, to maintain a fixed charge coverage ratio of 1:1 at the end of each fiscal quarter (rolling four quarters).  As of March 31, 2017, we were not subject to these covenants.  The credit agreement permits us to pay cash dividends of $20 million and make stock repurchases of $20 million in any fiscal year subject to a minimum availability of $25 million.  Provided specific conditions are met, the credit agreement also permits acquisitions, permissible debt financing, capital expenditures, and cash dividend payments and stock repurchases of greater than $20 million.

 

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

 

Pursuant to these agreements, we sold $179.7 million and $165.9 million of receivables during the three months ended March 31, 2017 and 2016, respectively.  A charge in the amount of $5.2 million and $4 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, 2017 and 2016, respectively.  If we do not enter into these arrangements or if any of the financial institutions with which we enter into these arrangements were to experience financial difficulties or otherwise terminate these arrangements, our financial condition, results of operations and cash flows could be materially and adversely affected by delays or failures to collect future trade accounts receivable.

 

In February 2017, our Board of Directors authorized the purchase of up to $20 million of our common stock under a stock repurchase program.  Stock will be purchased from time to time, in the open market or through private transactions, as market conditions warrant.  Under this program, during the three months ended March 31, 2017, we repurchased 32,367 shares of our common stock at a total cost of $1.6 million.  As of March 31, 2017, there was approximately $18.4 million available for future repurchases under the program.  In April 2017, we repurchased an additional 30,543 shares of our common stock under the program at a total cost of $1.4 million, thereby reducing the amount available for future stock repurchases under the Board of Directors authorization to $17 million.

 

In February 2016, in connection with our ongoing efforts to improve operating efficiencies and reduce costs, we finalized our intention to implement a plant rationalization initiative.  As part of the plant rationalization, certain production activities will be relocated from our Grapevine, Texas manufacturing facility to facilities in Greenville, South Carolina and Reynosa, Mexico, certain service functions will be relocated from Grapevine, Texas to our administrative offices in Lewisville, Texas, and our Grapevine, Texas facility will be closed.  In addition, certain production activities will be relocated from our Greenville, South Carolina manufacturing facility to our manufacturing facility in Bialystok, Poland.  One-time plant rationalization costs of approximately $11 million are expected to be incurred, consisting of restructuring and integration expenses of approximately $6 million related to employee severance and relocation of certain machinery and equipment; capital expenditures of approximately $3.6 million; and temporary incremental operating expenses of approximately $1.4 million, which consists of labor and overhead inefficiencies during the program resulting from running duplicate facilities.  Substantially all of the one-time plant rationalization costs are expected to result in future cash expenditures and will be recognized throughout the program.  As of March 31, 2017, cash expenditures of approximately $6.1 million have been made related to the program.   We anticipate that the plant rationalization will be completed by the end of 2017.

 

In connection with our acquisition of the North American automotive ignition wire business of General Cable Corporation in May 2016, we expect to incur certain integration expenses, including costs to be incurred in connection with the consolidation of the General Cable Corporation Altoona, Pennsylvania distribution center into our existing wire distribution center in Edwardsville, Kansas and the relocation of certain machinery and equipment.  In October 2016, we further announced our plan to relocate all production from the acquired Nogales, Mexico wire set assembly operation to our existing wire assembly facility in Reynosa, Mexico and to close the Nogales, Mexico plant.  Integration expenses expected to be incurred related to the closure of the Nogales, Mexico plant include employee severance and the relocation of certain machinery and equipment.  One-time plant rationalization costs related to the program of approximately $3.9 million are expected to be incurred, consisting of restructuring and integration expenses of approximately $2.9 million and capital expenditures of $1 million.  Substantially all of the one-time rationalization costs are expected to result in future cash expenditures and will be recognized throughout the program.  As of March 31, 2017, cash expenditures of approximately $0.8 million have been made related to the program.  We anticipate that the wire and cable relocation program will be completed by the end of the first quarter of 2018.

 

In January 2017, to further our ongoing efforts to improve operating efficiencies and reduce costs, we finalized our intention to implement another plant rationalization initiative at our Orlando, Florida facility.  As part of the plant rationalization, we plan to relocate production activities from our Orlando, Florida manufacturing facility to Independence, Kansas, and close our Orlando, Florida facility. One-time plant rationalization costs related to the program of approximately $3.7 million are expected to be incurred, consisting of restructuring and integration expenses of approximately $3.1 million and capital expenditures of $0.6 million.  Substantially all of the one-time rationalization costs are expected to result in future cash expenditures and will be recognized throughout the program.  As of March 31, 2017, cash expenditures of approximately $0.1 million have been made related to the program.  We anticipate that the Orlando plant rationalization program will be completed by the end of 2018.

 

We anticipate that our cash flow from operations, available cash and available borrowings under our revolving credit facility will be adequate to meet our future liquidity needs for at least the next twelve months.  Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity or capital requirements.  If material adverse developments were to occur in any of these areas, there can be no assurance that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our revolving credit facility in amounts sufficient to enable us to pay the principal and interest on our indebtedness, or to fund our other liquidity needs.  In addition, if we default on any of our indebtedness, or breach any financial covenant in our revolving credit facility, our business could be adversely affected. For further information regarding the risks of our business, please refer to the Risk Factors section of our Annual Report on Form 10-K for the year ending December 31, 2016.

The following table summarizes our contractual commitments as of March 31, 2017 and expiration dates of commitments through 2026 (a) (b):

(In thousands)		2017				2018				2019				2020				2021					2022-2026			Total
Lease obligations		$	6,510			$	7,278			$	5,078			$	3,942			$	3,734			$	6,103			$	32,645
Postretirement benefits			930				56				51				46				41				133				1,257
Severance payments related to restructuring and integration			1,697				1,275				133				43				—				—				3,148
Total commitments		$	9,137			$	8,609			$	5,262			$	4,031			$	3,775			$	6,236			$	37,050

 

(a)

Indebtedness under our revolving credit facilities is not included in the table above as it is reported as a current liability in our consolidated balance sheets.  As of March 31, 2017, amounts outstanding under our revolving credit facilities were $82 million.

(b)

We anticipate total aggregate future severance payments of approximately $5.5 million related to the plant rationalization program, the wire and cable relocation program and the Orlando plant rationalization program.  Amounts accrued at March 31, 2017 approximate $3.1 million, with the balance of $2.4 million to be accrued over the remaining implementation period of the programs.  All programs are expected to be completed by the end of 2018.

Critical Accounting Policies

We have identified the policies below as critical to our business operations and the understanding of our results of operations.  The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” where such policies affect our reported and expected financial results. There have been no material changes to our critical accounting policies and estimates from the information provided in Note 1 of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016.  You should be aware that preparation of our consolidated quarterly financial statements in this Report requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods.  We can give no assurances that actual results will not differ from those estimates.  Although we do not believe that there is a reasonable likelihood that there will be a material change in the future estimate or in the assumptions that we use in calculating the estimate, unforeseen changes in the industry, or business could materially impact the estimate and may have a material adverse effect on our business, financial condition and results of operations.

 

Revenue Recognition.  We derive our revenue primarily from sales of replacement parts for motor vehicles from both our Engine Management and Temperature Control Segments.  We recognize revenues when products are shipped and title has been transferred to a customer, the sales price is fixed and determinable, and collection is reasonably assured.  For certain of our sales of remanufactured products, we also charge our customers a deposit for the return of a used core component which we can use in our future remanufacturing activities.  Such deposit is not recognized as revenue but rather carried as a core liability.  The liability is extinguished when a core is actually returned to us.  We estimate and record provisions for cash discounts, quantity rebates, sales returns and warranties in the period the sale is recorded, based upon our prior experience and current trends.  As described below, significant management judgments and estimates must be made and used in estimating sales returns and allowances relating to revenue recognized in any accounting period.

Inventory Valuation.  Inventories are valued at the lower of cost and net realizable value.  Cost is determined on the first-in, first-out basis.  Where appropriate, standard cost systems are utilized for purposes of determining cost; the standards are adjusted as necessary to ensure they approximate actual costs.  Estimates of lower of cost and net realizable value of inventory are determined by comparing the actual cost of the product to the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation of the inventory.

 

We also evaluate inventories on a regular basis to identify inventory on hand that may be obsolete or in excess of current and future projected market demand.  For inventory deemed to be obsolete, we provide a reserve on the full value of the inventory. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates our estimate of future demand.  Future projected demand requires management judgment and is based upon (a) our review of historical trends and (b) our estimate of projected customer specific buying patterns and trends in the industry and markets in which we do business.  Using rolling twelve month historical information, we estimate future demand on a continuous basis.  As such, the historical volatility of such estimates has been minimal.

 

We utilize cores (used parts) in our remanufacturing processes for air conditioning compressors, diesel injectors, diesel pumps and turbo charges.  The production of air conditioning compressors, diesel injectors, diesel pumps and turbo charges involves the rebuilding of used cores, which we acquire either in outright purchases from used parts brokers or from returns pursuant to an exchange program with customers.  Under such exchange programs, we reduce our inventory, through a charge to cost of sales, when we sell a finished good compressor, diesel injector, diesel pump or turbo charger and put back to inventory the used core exchanged at standard cost through a credit to cost of sales when it is actually received from the customer.

Sales Returns and Other Allowances and Allowance for Doubtful Accounts.  We must make estimates of potential future product returns related to current period product revenue. We analyze historical returns, current economic trends, and changes in customer demand when evaluating the adequacy of the sales returns and other allowances. Significant judgments and estimates must be made and used in connection with establishing the sales returns and other allowances in any accounting period.  At March 31, 2017, the allowance for sales returns was $47.7 million.

Similarly, we must make estimates of the uncollectability of our accounts receivable. We specifically analyze accounts receivable and analyze historical bad debts, customer concentrations, customer credit‑worthiness, current economic trends and changes in our customer payment terms when evaluating the adequacy of the allowance for doubtful accounts.  At March 31, 2017, the allowance for doubtful accounts and for discounts was $5.1 million.

New Customer Acquisition Costs.  New customer acquisition costs refer to arrangements pursuant to which we incur change-over costs to induce a new customer to switch from a competitor’s brand.  In addition, change-over costs include the costs related to removing the new customer’s inventory and replacing it with Standard Motor Products inventory commonly referred to as a stocklift.  New customer acquisition costs are recorded as a reduction to revenue when incurred.

 

Accounting for Income Taxes.  As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax expense together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent we believe that it is more likely than not that the deferred tax assets will not be recovered, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase or decrease this allowance in a period, we must include an expense or recovery, respectively, within the tax provision in the statement of operations.

 

We maintain valuation allowances when it is more likely than not that all or a portion of a deferred asset will not be realized.  In determining whether a valuation allowance is warranted, we evaluate factors such as prior earnings history, expected future earnings, carryback and carryforward periods and tax strategies. We consider all positive and negative evidence to estimate if sufficient future taxable income will be generated to realize the deferred tax asset. We consider cumulative losses in recent years as well as the impact of one-time events in assessing our pre-tax earnings.  Assumptions regarding future taxable income require significant judgment. Our assumptions are consistent with estimates and plans used to manage our business which includes restructuring and integration initiatives that are expected to generate significant savings in future periods.

 

The valuation allowance of $0.5 million as of March 31, 2017 is intended to provide for the uncertainty regarding the ultimate realization of our U.S. foreign tax credit carryovers and foreign net operating loss carryovers. The assessment of the adequacy of our valuation allowance is based on our estimates of taxable income in these jurisdictions and the period over which our deferred tax assets will be recoverable.

 

In the event that actual results differ from these estimates, or we adjust these estimates in future periods for current trends or expected changes in our estimating assumptions, we may need to modify the level of the valuation allowance which could materially impact our business, financial condition and results of operations.

 

In accordance with generally accepted accounting practices, we recognize in our financial statements only those tax positions that meet the more-likely-than-not-recognition threshold. We establish tax reserves for uncertain tax positions that do not meet this threshold.  As of March 31, 2017, we do not believe there is a need to establish a liability for uncertain tax positions.  Penalties and interest associated with income tax matters are included in the provision for income taxes in our consolidated statement of operations.

Valuation of Long‑Lived and Intangible Assets and Goodwill.  At acquisition, we estimate and record the fair value of purchased intangible assets, which primarily consists of customer relationships, trademarks and trade names, patents and non-compete agreements.  The fair values of these intangible assets are estimated based on our assessment.  Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations.  Goodwill and certain other intangible assets having indefinite lives are not amortized to earnings, but instead are subject to periodic testing for impairment.  Intangible assets determined to have definite lives are amortized over their remaining useful lives.

 

We assess the impairment of long‑lived assets, identifiable intangibles assets and goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  With respect to goodwill and identifiable intangible assets having indefinite lives, we test for impairment on an annual basis or in interim periods if an event occurs or circumstances change that may indicate the fair value is below its carrying amount.  Factors we consider important, which could trigger an impairment review, include the following: (a) significant underperformance relative to expected historical or projected future operating results; (b) significant changes in the manner of our use of the acquired assets or the strategy for our overall business; and (c) significant negative industry or economic trends.  We review the fair values using the discounted cash flows method and market multiples.

 

When performing our evaluation of goodwill for impairment, if we conclude qualitatively that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, than the two-step impairment test is not required.  If we are unable to reach this conclusion, then we would perform the two-step impairment test.  Initially, the fair value of the reporting unit is compared to its carrying amount.  To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit; we are required to perform a second step, as this is an indication that the reporting unit goodwill may be impaired.  In this step, we compare the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill and recognize a charge for impairment to the extent the carrying value exceeds the implied fair value. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill.  In addition, identifiable intangible assets having indefinite lives are reviewed for impairment on an annual basis using a methodology consistent with that used to evaluate goodwill.

 

Intangible assets having definite lives and other long-lived assets are reviewed for impairment whenever events such as product discontinuance, plant closures, product dispositions or other changes in circumstances indicate that the carrying amount may not be recoverable.  In reviewing for impairment, we compare the carrying value of such assets to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition.  When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the assets fair value and their carrying value.

 

There are inherent assumptions and estimates used in developing future cash flows requiring our judgment in applying these assumptions and estimates to the analysis of identifiable intangibles and long‑lived asset impairment including projecting revenues, interest rates, tax rates and the cost of capital.  Many of the factors used in assessing fair value are outside our control and it is reasonably likely that assumptions and estimates will change in future periods.  These changes can result in future impairments.  In the event our planning assumptions were modified resulting in impairment to our assets, we would be required to include an expense in our statement of operations, which could materially impact our business, financial condition and results of operations.

Postretirement Medical Benefits.  Each year, we calculate the costs of providing retiree benefits under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 712, Nonretirement Postemployment Benefits.  The determination of postretirement plan obligations and their associated costs requires the use of actuarial computations to estimate participant plan benefits the employees will be entitled to.  The key assumptions used in making these calculations are the eligibility criteria of participants and the discount rate used to value the future obligation.  The discount rate reflects the yields available on high-quality, fixed-rate debt securities.

Share-Based Compensation.  The provisions of FASB ASC 718, Stock Compensation, require the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on estimated fair values on the grant date.  The value of the portion of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service periods in our consolidated statement of operations.  Forfeitures are estimated at the time of grant based on historical trends in order to estimate the amount of share-based awards that will ultimately vest.  We monitor actual forfeitures for any subsequent adjustment to forfeiture rates.

Environmental Reserves.  We are subject to various U.S. Federal, state and local environmental laws and regulations and are involved in certain environmental remediation efforts. We estimate and accrue our liabilities resulting from such matters based upon a variety of factors including the assessments of environmental engineers and consultants who provide estimates of potential liabilities and remediation costs. Such estimates are not discounted to reflect the time value of money due to the uncertainty in estimating the timing of the expenditures, which may extend over several years.  Potential recoveries from insurers or other third parties of environmental remediation liabilities are recognized independently from the recorded liability, and any asset related to the recovery will be recognized only when the realization of the claim for recovery is deemed probable.

 

Asbestos Litigation.  We are responsible for certain future liabilities relating to alleged exposure to asbestos-containing products.  In accordance with our accounting policy, our most recent actuarial study as of August 31, 2016 estimated an undiscounted liability for settlement payments, excluding legal costs and any potential recovery from insurance carriers, ranging from $31 million to $47.7 million for the period through 2059.  Based on the information contained in the actuarial study and all other available information considered by us, we have concluded that no amount within the range of settlement payments was more likely than any other and, therefore, in assessing our asbestos liability we compare the low end of the range to our recorded liability to determine if an adjustment is required.  Based upon the results of the August 31, 2016 actuarial study, a favorable adjustment to the asbestos liability was not recorded in our consolidated financial statements as the difference between our recorded liability and the liability in the actuarial report at the low end of the range was not material.  In addition, according to the updated study, future legal costs, which are expensed as incurred and reported in loss from discontinued operations in the accompanying statement of operations, are estimated to range from $42.7 million to $78.6 million for the period through 2059.  We will continue to perform an annual actuarial analysis during the third quarter of each year for the foreseeable future.  Based on this analysis and all other available information, we will continue to reassess the recorded liability and, if deemed necessary, record an adjustment to the reserve, which will be reflected as a loss or gain from discontinued operations.

Other Loss Reserves.  We have other loss exposures, for such matters as legal claims and legal proceedings.  Establishing loss reserves for these matters requires estimates, judgment of risk exposure, and ultimate liability.  We record provisions when the liability is considered probable and reasonably estimable.  Significant judgment is required in both the determination of probability and the determination as to whether an exposure can be reasonably estimated.  As additional information becomes available, we reassess our potential liability related to these matters.  Such revisions of the potential liabilities could have a material adverse effect on our business, financial condition or results of operations.

Recently Issued Accounting Pronouncements

For a detailed discussion on recently issued accounting pronouncements and their impact on our consolidated financial statements, see Note 2, “Summary of Significant Accounting Policies” of the notes to our consolidated financial statements (unaudited).

 

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, 2017, we do not have any derivative financial instruments.

Exchange Rate Risk

We have exchange rate exposure, primarily, with respect to the Canadian Dollar, the Euro, the British Pound, the Polish Zloty, the Mexican Peso, the Taiwan Dollar, the Chinese Yuan Renminbi and the Hong Kong Dollar.  As of March 31, 2017 and December 31, 2016, 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, 2017 and December 31, 2016.

 

In addition, from time to time, we sell undivided interests in certain of our receivables to financial institutions.  We enter these agreements at our discretion when we determine that the cost of factoring is less than the cost of servicing our receivables with existing debt.  During the three months ended March 31, 2017, we sold $179.7 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 $1.8 million negative impact on our earnings or cash flows during the three months ended March 31, 2017.  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, 2016.

 

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, 2017, 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.

 

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.

 

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 15, “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 2017:

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, 2017			—				—				—				—
February 1 – 28, 2017			—			$	—				—			$	20,000,000
March 1 – 31, 2017			32,367				48.18				32,367				18,440,425
Total			32,367			$	48.18				32,367			$	18,440,425

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

(2)

In February 2017, our Board of Directors authorized the purchase of up to $20 million of our common stock under a stock repurchase program.  Stock will be purchased from time to time, in the open market or through private transactions, as market conditions warrant.  Under this program, during the three months ended March 31, 2017, we repurchased 32,367 shares of our common stock at a total cost of $1.6 million.  As of March 31, 2017, there was approximately $18.4 million available for future stock purchases under the program.  In April 2017, we repurchased an additional 30,543 shares of our common stock under the program at a total cost of $1.4 million, thereby reducing the amount available for future stock repurchases under the Board of Directors authorization to $17 million.

 

ITEM 6.

EXHIBITS

 

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.

 

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, 2017	/s/ James J. Burke
	James J. Burke
	Executive Vice President Finance,
	Chief Financial Officer
	(Principal Financial and
	Accounting Officer)

 

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

 

EXHIBIT INDEX

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**	XBRL Instance Document
	101.SCH**	XBRL Taxonomy Extension Schema Document
	101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
	101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
	101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document
	101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document

**	In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to the Original Filing shall be deemed to be “furnished” and not “filed.”

 

 

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