STANDARD MOTOR PRODUCTS, INC. - Quarter Report: 2023 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☑

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

For the quarterly period ended September 30, 2023

☐

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

Commission file number: 001-04743

Standard Motor Products, Inc.

(Exact name of registrant as specified in its charter)

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

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

(718) 392-0200

(Registrant’s telephone number, including area code)

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

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

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

Yes ☑ No ☐

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

Yes ☑ No ☐

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

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

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

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

Yes ☐ No ☑

As of the close of business on October 24, 2023, there were 21,729,292 outstanding shares of the registrant’s Common Stock, par value $2.00 per share.

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

INDEX

PART I - FINANCIAL INFORMATION

		Page No.
Item 1.	Consolidated Financial Statements:	3

	Consolidated Statements of Operations (Unaudited) for the Three Months and Nine Months Ended September 30, 2023 and 2022	3

	Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months and Nine Months Ended September 30, 2023 and 2022	4

	Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	5

	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2023 and 2022	6

	Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Three Months and Nine Months Ended September 30, 2023 and 2022	7

	Notes to Consolidated Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45

Item 4.	Controls and Procedures	46

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	47

Item 6.	Exhibits	47

Signatures		48

Index

PART I - FINANCIAL INFORMATION

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands, except share and per share data)	2023			2022			2023			2022
	(Unaudited)						(Unaudited)
Net sales	$	386,413		$	381,373		$	1,067,516		$	1,063,616
Cost of sales		271,653			274,589			760,220			770,641
Gross profit		114,760			106,784			307,296			292,975
Selling, general and administrative expenses		79,781			73,199			223,257			204,551
Restructuring and integration expenses		177			—			1,383			44
Other income, net		4			30			74			43
Operating income		34,806			33,615			82,730			88,423
Other non-operating income, net		1,732			1,513			2,759			4,889
Interest expense		3,621			3,656			10,766			6,282
Earnings from continuing operations before taxes		32,917			31,472			74,723			87,030
Provision for income taxes		7,995			8,280			18,656			22,407
Earnings from continuing operations		24,922			23,192			56,067			64,623
Loss from discontinued operations, net of income taxes		(18,200	)		(14,294	)		(28,201	)		(17,076	)
Net earnings		6,722			8,898			27,866			47,547
Net earnings attributable to noncontrolling interest		63			52			152			129
Net earnings attributable to SMP (a)	$	6,659		$	8,846		$	27,714		$	47,418

Net earnings attributable to SMP
Earnings from continuing operations	$	24,859		$	23,140		$	55,915		$	64,494
Discontinued operations		(18,200	)		(14,294	)		(28,201	)		(17,076	)
Total	$	6,659		$	8,846		$	27,714		$	47,418

Per share data attributable to SMP
Net earnings per common share – Basic:
Earnings from continuing operations	$	1.14		$	1.08		$	2.58		$	2.97
Discontinued operations		(0.83	)		(0.67	)		(1.30	)		(0.79	)
Net earnings per common share – Basic	$	0.31		$	0.41		$	1.28		$	2.18

Net earnings per common share – Diluted:
Earnings from continuing operations	$	1.12		$	1.06		$	2.52		$	2.91
Discontinued operations		(0.82	)		(0.66	)		(1.27	)		(0.77	)
Net earnings per common share – Diluted	$	0.30		$	0.40		$	1.25		$	2.14

Dividend declared per share	$	0.29		$	0.27		$	0.87		$	0.81

Average number of common shares		21,727,119			21,427,393			21,675,699			21,719,281
Average number of common shares and dilutive common shares		22,253,723			21,847,602			22,198,131			22,153,348

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

See accompanying notes to consolidated financial statements (unaudited).

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2023			2022			2023			2022
	(Unaudited)						(Unaudited)

Net earnings	$	6,722		$	8,898		$	27,866		$	47,547
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(3,950	)		(8,279	)		36			(15,445	)
Derivative instruments		1,708			4,199			2,162			4,304
Pension and postretirement plans		(3	)		(2	)		(10	)		(11	)
Total other comprehensive income, net of tax		(2,245	)		(4,082	)		2,188			(11,152	)
Total Comprehensive income		4,477			4,816			30,054			36,395
Comprehensive income (loss) attributable to noncontrolling interest, net of tax:
Net earnings		63			52			152			129
Foreign currency translation adjustments		47			(115	)		(63	)		(176	)
Comprehensive income (loss) attributable to noncontrolling interest, net of tax		110			(63	)		89			(47	)
Comprehensive income attributable to SMP	$	4,367		$	4,879		$	29,965		$	36,442

See accompanying notes to consolidated financial statements (unaudited).

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)	September 30, 2023			December 31, 2022
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	28,485		$	21,150
Accounts receivable, less allowances for discounts and expected credit losses of $5,872 and $5,375 for 2023 and 2022, respectively		208,053			167,638
Inventories		479,788			528,715
Unreturned customer inventories		21,847			19,695
Prepaid expenses and other current assets		24,240			25,241
Total current assets		762,413			762,439

Property, plant and equipment, net of accumulated depreciation of $252,614 and $239,176 for 2023 and 2022, respectively		113,012			107,148
Operating lease right-of-use assets		99,067			49,838
Goodwill		134,382			132,087
Other intangibles, net		94,324			100,504
Deferred income taxes		36,455			33,658
Investments in unconsolidated affiliates		22,909			41,745
Other assets		37,368			27,510
Total assets	$	1,299,930		$	1,254,929

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of revolving credit facility	$	47,400		$	50,000
Current portion of term loan and other debt		5,026			5,031
Accounts payable		103,237			89,247
Sundry payables and accrued expenses		71,298			49,990
Accrued customer returns		48,556			37,169
Accrued core liability		19,778			22,952
Accrued rebates		46,329			37,381
Payroll and commissions		31,718			31,361
Total current liabilities		373,342			323,131

Long-term debt		95,170			184,589
Noncurrent operating lease liabilities		88,186			40,709
Other accrued liabilities		23,797			22,157
Accrued asbestos liabilities		73,962			63,305
Total liabilities		654,457			633,891
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		108,058			105,615
Retained earnings		573,110			564,242
Accumulated other comprehensive income		(10,219	)		(12,470	)
Treasury stock – at cost (2,208,069 shares and 2,350,377 shares in 2023 and 2022, respectively)		(89,473	)		(95,239	)
Total SMP stockholders’ equity		629,348			610,020
Noncontrolling interest		16,125			11,018
Total stockholders’ equity		645,473			621,038
Total liabilities and stockholders’ equity	$	1,299,930		$	1,254,929

See accompanying notes to consolidated financial statements (unaudited).

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)	Nine Months Ended September 30,
	2023			2022
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	27,866		$	47,547
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization		21,461			20,895
Amortization of deferred financing cost		370			294
Increase (decrease) to allowance for expected credit losses		333			(561	)
Increase to inventory reserves		2,010			4,354
Equity income from joint ventures		(2,181	)		(3,553	)
Employee stock ownership plan allocation		2,225			1,722
Stock-based compensation		5,243			6,327
(Increase) decrease in deferred income taxes		(3,299	)		245
Loss on discontinued operations, net of tax		28,201			17,076
Change in assets and liabilities:
(Increase) in accounts receivable		(38,850	)		(51,887	)
(Increase) decrease in inventories		54,286			(75,300	)
(Increase) decrease in prepaid expenses and other current assets		2,916			(6,270	)
Increase (decrease) in accounts payable		15,852			(31,844	)
Increase in sundry payables and accrued expenses		12,345			3,807
Net change in other assets and liabilities		4,115			(8,327	)
Net cash provided by (used in) operating activities		132,893			(75,475	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of and investment in businesses		(3,954	)		—
Cash acquired in step acquisition		6,779			—
Capital expenditures		(17,977	)		(19,499	)
Other investing activities		95			12
Net cash used in investing activities		(15,057	)		(19,487	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under the term loan		—			100,000
Repayments of term loan		(3,750	)		(1,250	)
Net borrowings (repayments) under revolving credit facilities		(88,350	)		44,452
Net repayments of other debt and lease obligations		(49	)		(1,745	)
Purchase of treasury stock		—			(29,656	)
Payments of debt issuance costs		—			(2,128	)
Increase (decrease) in overdraft balances		253			(54	)
Dividends paid		(18,846	)		(17,602	)
Dividends paid to noncontrolling interest		(255	)		—
Net cash provided by (used in) financing activities		(110,997	)		92,017
Effect of exchange rate changes on cash		496			(1,285	)
Net increase (decrease) in cash and cash equivalents		7,335			(4,230	)
CASH AND CASH EQUIVALENTS at beginning of period		21,150			21,755
CASH AND CASH EQUIVALENTS at end of period	$	28,485		$	17,525

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	11,749		$	5,828
Income taxes	$	11,352		$	21,837

See accompanying notes to consolidated financial statements (unaudited).

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Three Months Ended September 30, 2023

(Unaudited)

(In thousands)	Common Stock		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total SMP			Non- Controlling Interest		Total
Balance at June 30, 2023	$	47,872	$	106,529	$	572,753		$	(7,927	)	$	(89,554	)	$	629,673		$	10,742	$	640,415
Noncontrolling interest in step acquisition		—		—		—			—			—			—			5,273		5,273
Net earnings		—		—		6,659			—			—			6,659			63		6,722
Other comprehensive income, net of tax		—		—		—			(2,292	)		—			(2,292	)		47		(2,245	)
Cash dividends paid		—		—		(6,302	)		—			—			(6,302	)		—		(6,302	)
Stock-based compensation		—		1,529		—			—			81			1,610			—		1,610
Balance at September 30, 2023	$	47,872	$	108,058	$	573,110		$	(10,219	)	$	(89,473	)	$	629,348		$	16,125	$	645,473

Three Months Ended September 30, 2022

(Unaudited)

(In thousands)	Common Stock		Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total SMP			Non- Controlling Interest			Total
Balance at June 30, 2022	$	47,872	$	109,117		$	559,069		$	(15,178	)	$	(99,294	)	$	601,586		$	11,063		$	612,649
Net earnings		—		—			8,846			—			—			8,846			52			8,898
Other comprehensive income, net of tax		—		—			—			(3,967	)		—			(3,967	)		(115	)		(4,082	)
Cash dividends paid		—		—			(5,780	)		—			—			(5,780	)		—			(5,780	)
Purchase of treasury stock		—		—			—			—			(3,160	)		(3,160	)		—			(3,160	)
Stock-based compensation		—		(4,706	)		—			—			6,568			1,862			—			1,862
Balance at September 30, 2022	$	47,872	$	104,411		$	562,135		$	(19,145	)	$	(95,886	)	$	599,387		$	11,000		$	610,387

See accompanying notes to consolidated financial statements (unaudited).

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Nine Months Ended September 30, 2023

(Unaudited)

(In thousands)	Common Stock		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total SMP			Non- Controlling Interest			Total
Balance at December 31, 2022	$	47,872	$	105,615	$	564,242		$	(12,470	)	$	(95,239	)	$	610,020		$	11,018		$	621,038
Noncontrolling interest in step acquisition		—		—		—			—			—			—			5,273			5,273
Net earnings		—		—		27,714			—			—			27,714			152			27,866
Other comprehensive income, net of tax		—		—		—			2,251			—			2,251			(63	)		2,188
Cash dividends paid		—		—		(18,846	)		—			—			(18,846	)		—			(18,846	)
Dividends paid to noncontrolling interest		—		—		—			—			—			—			(255	)		(255	)
Stock-based compensation		—		2,427		—			—			2,816			5,243			—			5,243
Employee Stock Ownership Plan		—		16		—			—			2,950			2,966			—			2,966
Balance at September 30, 2023	$	47,872	$	108,058	$	573,110		$	(10,219	)	$	(89,473	)	$	629,348		$	16,125		$	645,473

Nine Months Ended September 30, 2022

(Unaudited)

(In thousands)	Common Stock		Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total SMP			Non- Controlling Interest			Total
Balance at December 31, 2021	$	47,872	$	105,377		$	532,319		$	(8,169	)	$	(75,819	)	$	601,580		$	11,047		$	612,627
Net earnings		—		—			47,418			—			—			47,418			129			47,547
Other comprehensive income, net of tax		—		—			—			(10,976	)		—			(10,976	)		(176	)		(11,152	)
Cash dividends paid		—		—			(17,602	)		—			—			(17,602	)		—			(17,602	)
Purchase of treasury stock		—		—			—			—			(29,656	)		(29,656	)		—			(29,656	)
Stock-based compensation		—		(1,335	)		—			—			7,662			6,327			—			6,327
Employee Stock Ownership Plan		—		369			—			—			1,927			2,296			—			2,296
Balance at September 30, 2022	$	47,872	$	104,411		$	562,135		$	(19,145	)	$	(95,886	)	$	599,387		$	11,000		$	610,387

See accompanying notes to consolidated financial statements (unaudited).

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Basis of Presentation

Standard Motor Products, Inc. and its subsidiaries (referred to hereinafter in these notes to the consolidated financial statements as “we,” “us,” “our,” “SMP,” or the “Company”) is a leading manufacturer and distributor of premium replacement parts in the automotive aftermarket, and custom-engineered solutions for vehicle control and thermal management categories in diversified end markets. We sell our products primarily to automotive aftermarket retailers, warehouse distributors, original equipment manufacturers and original equipment service part operations in the United States, Canada, Europe, Asia, Mexico and other Latin American countries.

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, 2022. The unaudited consolidated financial statements include our accounts and all domestic and international companies in which we have more than a 50% equity ownership, except in instances where the minority shareholder maintains substantive participating rights, in which case we follow the equity method of accounting. In instances where we have more than a 50% equity ownership and the minority shareholder does not maintain substantive participating rights, our consolidated financial statements include the accounts of the company on a consolidated basis with its net income and equity reported at amounts attributable to both our equity position and that of the noncontrolling interest. Investments in unconsolidated affiliates are accounted for on the equity method, as we do not have a controlling financial interest but have the ability to exercise significant influence. All significant inter-company items have been eliminated.

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

Reclassification

Certain prior period amounts in the accompanying consolidated financial statements and related notes have been reclassified to conform to the 2023 presentation.

Reportable Segments

Beginning on January 1, 2023, we reorganized our business into three operating segments – Engineered Solutions, Vehicle Control and Temperature Control. The new operating segment structure provides clarity regarding the unique dynamics and margin profiles of the markets served by each segment, better aligns our operating segments with our strategic focus on diversification, and provides greater transparency into our positioning to capture growth opportunities in the future. Prior period segment results have been reclassified to conform to our operating segment reorganization. For additional information related to our segment reorganization, see Note 7, “Goodwill and Acquired Intangible Assets,” Note 16, “Industry Segments,” and Note 17, “Net Sales.”

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

Note 2. Summary of Significant Accounting Policies

The preparation of consolidated annual and quarterly financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. We have made a number of estimates and assumptions in the preparation of these consolidated financial statements. We can give no assurance that actual results will not differ from those estimates. Although we do not believe that there is a reasonable likelihood that there will be a material change in the future estimates, or in the assumptions that we use in calculating the estimates, the uncertain future effects, if any, of disruptions in the supply chain, Russia’s invasion of the Ukraine and resultant sanctions imposed by the U.S. and other governments, the geo-political impact of U.S. relations with China, future increases in interest rates, inflation, macroeconomic uncertainty, and other unforeseen changes in the industry, or business, could materially impact the estimates, and may have a material adverse effect on our business, financial condition and results of operations. Some of the more significant estimates include allowances for expected credit losses, cash discounts, valuation of inventory, valuation of long-lived assets, goodwill and other intangible assets, depreciation and amortization of long-lived assets, product liability exposures, asbestos, environmental and litigation matters, valuation of deferred tax assets, share based compensation and sales returns and other allowances.

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, 2022.

Recently Issued Accounting Pronouncements

Standards that are not yet adopted as of September 30, 2023

There are no recently issued accounting pronouncements that have not been adopted as of September 30, 2023 that could have a material impact on our financial statements.

Note 3. Business Acquisitions and Investments

2023 Increase in Equity Investment

Investment in Foshan GWO YNG SMP Vehicle Climate Control & Cooling Products Co. Ltd.

In April 2014, we formed Foshan GWO YNG SMP Vehicle Climate Control & Cooling Products Co. Ltd. (“Gwo Yng”), a 50/50 joint venture with Gwo Yng Enterprise Co., Ltd., a China-based manufacturer of air conditioner accumulators, filter driers, hose assemblies and switches. We acquired our 50% interest in the joint venture for approximately $14 million. In March 2018, we acquired an additional 15% equity interest in the joint venture for RMB 26,475,583 (approximately $4.2 million), thereby increasing our equity interest in the joint venture to 65%. While we increased our equity interest in the joint venture to 65%, the minority shareholder maintained substantive participating rights that allowed it to participate in certain significant financial and operating decisions that occur in the ordinary course of business. As a result, we continued to account for our investment in the joint venture under the equity method of accounting.

In July 2023, we acquired an additional 15% equity interest in the joint venture for RMB 27,378,290 (approximately $4 million), thereby increasing our equity interest in Gwo Yng to 80%. In connection with the transaction, we amended and restated the charter documents of Gwo Yng to remove all minority shareholder substantive participating rights, giving SMP control of Gwo Yng. As a result, as of the closing date of the transaction, Gwo Yng will be accounted for as a business combination achieved in stages (“a step acquisition”). Accordingly, commencing on the closing of the transaction, we will report the results of Gwo Yng on a consolidated basis with the minority ownership interest reported as a noncontrolling interest.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

The following table summarizes the allocation of the total step acquisition purchase consideration to the identifiable assets acquired and liabilities assumed based on their fair values (in thousands):

Total purchase consideration (1)				$	21,725
Assets acquired and liabilities assumed:
Cash and cash equivalents	$	6,779
Receivables		5,912
Inventory		5,945
Other current assets		528
Property, plant and equipment, net		2,924
Operating lease right-of-use assets		4,372
Intangible assets (2)		532
Goodwill		2,208
Long term investments and other assets		7,257
Current liabilities		(6,004	)
Noncurrent operating lease liabilities		(3,455	)
Subtotal					26,998
Fair value of acquired noncontrolling interest					(5,273	)
Total purchase consideration allocated to net assets acquired				$	21,725

(1)

Total purchase consideration is the sum of the fair value of the previously held equity investment interest in Gwo Yng of $17.7 million and the cash paid of $4 million for the acquisition of the additional 15% equity ownership interest.

(2)

Intangible assets consists of customer relationships of $0.4 million and capitalized software of $0.1 million.

Intangible assets of $0.4 million consisting of customer relationships will be amortized on a straight-line basis over the estimated useful life of 10 years. Goodwill of $2.2 million was allocated to the Temperature Control and Engineered Solutions segments in the amounts of $1.7 million and $0.5 million, respectively. The goodwill reflects relationships, business specific knowledge and the replacement cost of an assembled workforce associated with personal reputations.

Revenues from Gwo Yng included in our consolidated statement of operations from the closing date of our 15% equity increase in July 2023 through September 30, 2023 were not material.

2022 Increase in Equity Investment

Investment in Foshan Che Yijia New Energy Technology Co., Ltd.

In August 2019, we acquired an approximate 29% minority interest in Foshan Che Yijia New Energy Technology Co., Ltd. (“CYJ”) for approximately $5.1 million. CYJ is a manufacturer of automotive electric air conditioning compressors and is located in China. We determined that due to a lack of a voting majority and other qualitative factors, we do not control the operations of CYJ and accordingly, our investment in CYJ would be accounted for under the equity method of accounting.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

In October 2022, we acquired an additional 3.55% equity interest in CYJ for RMB 1.7 million (approximately $242,000), increasing our minority ownership interest in CYJ from an approximate interest of 29% to 33%. The additional acquired ownership interest in CYJ was paid for in cash funded by borrowings under our Credit Agreement with JPMorgan Chase Bank, N.A., as agent. We will continue to account for our minority interest in CYJ using the equity method of accounting.

2022 Business Acquisitions

Acquisition of Capital Stock of Kade Trading GmbH (“Kade”)

In October 2022, we acquired 100% of the capital stock of Kade Trading GmbH (“Kade”) headquartered in Glinde, Germany for Euros 2.7 million (approximately $2.7 million) plus a Euros 0.5 million (approximately $0.5 million) earn-out based upon Kade’s performance in 2024 and 2025. Kade is a supplier across Europe of mobile temperature control components to commercial vehicle, passenger car and specialty equipment markets and has been a distributor of products from our joint ventures including electric compressors, hose assemblies and receiver dryers, with annual sales of approximately $6 million. The acquired Kade business, reported as part of our Engineered Solutions segment, was paid for with cash.

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				$	3,176
Assets acquired and liabilities assumed:
Receivables	$	790
Inventory		829
Other current assets (1)		1,003
Property, plant and equipment, net		63
Operating lease right-of-use assets		401
Intangible assets		2,395
Goodwill		766
Current liabilities		(1,977	)
Noncurrent operating lease liabilities		(328	)
Deferred income taxes		(766	)
Net assets acquired				$	3,176

(1)

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

Intangible assets acquired of $2.4 million consist of customer relationships that will be amortized on a straight-line basis over the estimated useful life of 15 years.

Incremental revenues from the acquired Kade business included in our consolidated statement of operations for the three months and nine months ended September 30, 2023 were $1.6 million and $5 million, respectively.

Note 4. Restructuring and Integration Expenses

The aggregate liabilities included in “sundry payables and accrued expenses” and “other accrued liabilities” in the consolidated balance sheet relating to the restructuring and integration activities as of September 30, 2023 and December 31, 2022 and for the nine months ended September 30, 2023, consisted of the following (in thousands):

	Workforce Reduction			Other Exit Costs			Total
Exit activity liability at December 31, 2022	$	1,521		$	—		$	1,521
Restructuring and integration costs:
Amounts provided for during 2023 (1)		1,056			327			1,383
Cash payments		(1,285	)		(327	)		(1,612	)
Foreign currency exchange rate changes		(5	)		—			(5	)
Exit activity liability at September 30, 2023	$	1,287		$	—		$	1,287

(1)	Restructuring and integration expenses incurred during the nine months ended September 30, 2023 consist of $0.5 million in our Vehicle Control segment, $0.8 million in our Temperature Control segment and $0.1 million in our Engineered Solutions segment.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

Restructuring Costs

Cost Reduction Initiative

During the fourth quarter of 2022, to further our ongoing efforts to improve operating efficiencies and reduce costs, we announced plans for a reduction in our sales force, and initiated plans to relocate certain product lines from our Independence, Kansas manufacturing facility and from our St. Thomas, Canada manufacturing facility to our manufacturing facilities in Reynosa, Mexico.

Restructuring expenses related to the Cost Reduction Initiative of approximately $1.4 million were incurred during the nine months ended September 30, 2023 consisting of (1) expenses of approximately $1.1 million of employee severance and bonuses related to our product line relocations, and (2) expenses of approximately $0.3 million related to the relocation of machinery and equipment to our manufacturing facilities in Reynosa, Mexico. Cash payments made of approximately $1.6 million during the nine months ended September 30, 2023 consisted primarily of employee severance and bonus payments related to our product line relocations and sales force reduction. Additional restructuring costs related to the initiative, and expected to be incurred, are approximately $0.5 million. We anticipate that the Cost Reduction Initiative will be substantially completed by the end of 2023.

Note 5. Sale of Receivables

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

Pursuant to these agreements, we sold $260.4 million and $643 million of receivables during the three months and nine months ended September 30, 2023, respectively, and $236.3 million and $610.4 million for the comparable periods in 2022. Receivables presented at financial institutions and not yet collected as of September 30, 2023 were approximately $12.6 million and remained in our accounts receivable balance as of that date. There were no receivables presented at financial institutions and not yet collected as of December 31, 2022. All receivables sold were reflected as a reduction of accounts receivable in the consolidated balance sheet at the time of sale. A charge in the amount of $14.6 million and $36.1 million related to the sale of receivables was included in selling, general and administrative expense in our consolidated statements of operations for the three months and nine months ended September 30, 2023, respectively, and $10.6 million and $21.8 million for the comparable periods in 2022.

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

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

Note 6. Inventories

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

	September 30, 2023		December 31, 2022
	(In thousands)
Finished goods	$	283,002	$	324,362
Work in process		15,274		14,099
Raw materials		181,512		190,254
Subtotal		479,788		528,715
Unreturned customer inventories		21,847		19,695
Total inventories	$	501,635	$	548,410

Note 7. Goodwill and Acquired Intangible Assets

Goodwill

In connection with our operating segment reorganization, we reassessed our reporting units and reallocated goodwill from the reporting units that existed prior to the change to the new reporting units, using a relative fair value allocation approach similar to that used when a portion of a reporting unit is to be disposed of. We performed goodwill impairment tests as of January 1, 2023 on both the reporting units in place prior to the change and the new reporting units, and concluded that the estimated fair values of each of the reporting units exceeded their respective carrying amounts and, therefore, no impairment charge was necessary.

Acquired Intangible Assets

Acquired identifiable intangible assets consist of the following:

	September 30, 2023			December 31, 2022
	(In thousands)

Customer relationships	$	159,805		$	158,717
Patents, developed technology and intellectual property		14,123			14,123
Trademarks and trade names		8,880			8,880
Non-compete agreements		3,291			3,282
Supply agreements		800			800
Leaseholds		160			160
Total acquired intangible assets		187,059			185,962
Less accumulated amortization (1)		(94,016	)		(86,945	)
Net acquired intangible assets	$	93,043		$	99,017

(1)

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

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

Total amortization expense for acquired intangible assets was $2.1 million and $6.4 million for each of the three months and nine months ended September 30, 2023 and 2022, respectively. Based on the current estimated useful lives assigned to our intangible assets, amortization expense is estimated to be $2.1 million for the remainder of 2023, $8.5 million in 2024, $8.5 million in 2025, $8.5 million in 2026 and $62.8 million in the aggregate for the years 2027 through 2041.

For information related to identified intangible assets acquired in the Gwo Yng step acquisition and Kade acquisition, see Note 3, “Business Acquisitions and Investments,” of the notes to our consolidated financial statements.

Note 8. Leases

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

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

Balance Sheet Information	September 30, 2023			December 31, 2022
Assets
Operating lease right-of-use assets	$	99,067		$	49,838

Liabilities
Sundry payables and accrued expenses	$	15,819		$	10,763
Noncurrent operating lease liabilities		88,186			40,709
Total operating lease liabilities	$	104,005		$	51,472

Weighted Average Remaining Lease Term
Operating leases	8.5 Years			7 Years

Weighted Average Discount Rate
Operating leases		4.7	%		3.7	%

Expense and Cash Flow Information	Three Months Ended September 30,
	2023		2022
Lease Expense
Operating lease expense (a)	$	4,762	$	2,817

	Nine Months Ended September 30,
	2023		2022
Lease Expense
Operating lease expense (a)	$	11,647	$	8,358

Supplemental Cash Flow Information
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	8,212	$	8,188
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases (b)	$	61,929	$	26,206

(a)

Excludes expenses of approximately $1.3 million and $2.6 million for the three and nine months ended September 30, 2023, respectively, and approximately $0.8 million and $1.9 million for the comparable periods in 2022, respectively, related to non-lease components such as maintenance, property taxes, etc., and operating lease expense for leases with an initial term of 12 months or less, which is not material.

(b)

Includes $27.8 million of right-of-use assets related to the lease modification and extension for our distribution center and office in Lewisville, Texas; $26.1 million of right-of-use assets related to the new distribution center in Shawnee, Kansas; and $4.4 million of right-of-use assets obtained in Gwo Yng step-acquisition during the nine months ended September 30, 2023.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

Minimum Lease Payments

At September 30, 2023, we are obligated to make minimum lease payments through 2034, under operating leases, which are as follows (in thousands):

2023	$	3,697
2024		16,850
2025		15,257
2026		14,021
2027		12,982
Thereafter		66,854
Total lease payments	$	129,661
Less: Interest		(25,656	)
Present value of lease liabilities	$	104,005

Note 9. Credit Facilities and Long-Term Debt

Total debt outstanding is summarized as follows:

	September 30, 2023		December 31, 2022
	(In thousands)
Credit facility – term loan due 2027	$	93,750	$	97,500
Credit facility – revolver due 2027		53,650		142,000
Other		196		120
Total debt	$	147,596	$	239,620

Current maturities of debt	$	52,426	$	55,031
Long-term debt		95,170		184,589
Total debt	$	147,596	$	239,620

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

Term Loan and Revolving Credit Facility

In June 2022, the Company entered into a new Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and a syndicate of lenders (the “Credit Agreement”). The Credit Agreement provides for a $500 million credit facility comprised of a $100 million term loan facility (the “term loan”) and a $400 million multi-currency revolving credit facility available in U.S. Dollars, Euros, Sterling, Swiss Francs, Canadian Dollars and other currencies as agreed to by the administrative agent and the lenders (the “revolving facility”). The Credit Agreement replaces and refinances the 2015 Credit Agreement.

Borrowings under the Credit Agreement were used to repay all outstanding borrowings under the 2015 Credit Agreement, and pay certain fees and expenses incurred in connection with the Credit Agreement, with future borrowings used for other general corporate purposes of the Company and its subsidiaries. The term loan amortizes in quarterly installments of 1.25% in each of the first four years, and quarterly installments of 2.5% in the fifth year of the Credit Agreement. The revolving facility has a $25 million sub-limit for the issuance of letters of credit and a $25 million sub-limit for the borrowing of swingline loans. The maturity date is June 1, 2027. The Company may request up to two one-year extensions of the maturity date.

The Company may, upon the agreement of one or more then existing lenders or of additional financial institutions not currently party to the Credit Agreement, increase the revolving facility commitments or obtain incremental term loans by an aggregate amount not to exceed (x) the greater of (i) $168 million or (ii) 100% of consolidated EBITDA (as defined in the Credit Agreement) for the four fiscal quarters ended most recently before such date, plus (y) the amount of any voluntary prepayment of term loans, plus (z) an unlimited amount so long as, immediately after giving effect thereto, the pro forma First Lien Net Leverage Ratio (as defined in the Credit Agreement) does not exceed 2.5 to 1.0.

Term loan and revolver facility borrowings in U.S. Dollars bear interest, at the Company’s election, at a rate per annum equal to Term SOFR plus 0.10% plus an applicable margin, or an alternate base rate plus an applicable margin, where the alternate base rate is the greater of the prime rate, the federal funds effective rate plus 0.50%, and one-month Term SOFR plus 0.10% plus 1.00%. Term loan borrowings were made at one-month Term SOFR. The applicable margin for the term benchmark borrowings ranges from 1.0% to 2.0%, and the applicable margin for alternate base rate borrowings ranges from 0% to 1.0%, in each case, based on the total net leverage ratio of the Company and its restricted subsidiaries. The Company may select interest periods of one, three or nine months for Term SOFR borrowings. Interest is payable at the end of the selected interest period, but no less frequently than quarterly.

The Company’s obligations under the Credit Agreement are guaranteed by its material domestic subsidiaries (each, a “Guarantor”), and secured by a first priority perfected security interest in substantially all of the existing and future personal property of the Company and each Guarantor, subject to certain exceptions. The collateral security described above also secures certain banking services obligations and interest rate swaps and currency or other hedging obligations of the Company owing to any of the then existing lenders or any affiliates thereof. Concurrently with the Company’s entry into the Credit Agreement, the Company also entered into a seven year interest rate swap agreement with Wells Fargo Bank, N.A., Co-Syndication Agent and lender under the Credit Agreement, on $100 million of borrowings under the Credit Agreement. The interest rate swap agreement matures in May 2029.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

Outstanding borrowings at September 30, 2023 under the Credit Agreement were $147.4 million, consisting of current borrowings of $52.4 million and long-term debt of $95 million; while outstanding borrowings at December 31, 2022 were $239.5 million, consisting of current borrowings of $55 million and long-term debt of $184.5 million. Letters of credit outstanding under the Credit Agreement were $2.4 million at both September 30, 2023 and December 31, 2022.

At September 30, 2023, the weighted average interest rate under our Credit Agreement was 5.2%, which consisted of $146 million in borrowings at 5.1% under Term SOFR, adjusted for the impact of the interest rate swap agreement on $100 million of borrowings, and an alternative base rate borrowing of $1.4 million at 9%. At December 31, 2022, the weighted average interest rate under our Credit Agreement was 5.2%, which consisted of $237 million in borrowings at 5.2% under Term SOFR, adjusted for the impact of the interest rate swap agreement on $100 million of borrowings, and an alternative base rate borrowing of $2.5 million at 8%. During the nine months ended September 30, 2023, our average daily alternative base rate loan balance was $0.1 million, compared to a balance of $7.5 million for the nine months ended September 30, 2022 and a balance of $5.6 million for the year ended December 31, 2022.

The Credit Agreement contains customary covenants limiting, among other things, the incurrence of additional indebtedness, the creation of liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other payments in respect of equity interests, acquisitions, investments, loans and guarantees, subject, in each case, to customary exceptions, thresholds and baskets. The Credit Agreement also contains customary events of default.

Polish Overdraft Facility

In October 2022, our Polish subsidiary, SMP Poland sp. z.o.o., amended its overdraft facility with HSBC Continental Europe (Spolka Akcyjna) Oddzial w Polsce to provide for borrowings under the facility in Euros and U.S. Dollars. Under the amended terms, the overdraft facility provides for borrowings of up to Zloty 30 million (approximately $6.9 million) if borrowings are solely in Zloty, or up to 85% of the Zloty 30 million limit (approximately $5.8 million) if borrowings are in Euros and/or U.S. Dollars. The overdraft facility has an initial maturity date in December 2022, with automatic three-month renewals until June 2027, subject to cancellation by either party, at its sole discretion, at least 30 days prior to the commencement of the three-month renewal period. Borrowings under the amended overdraft facility will bear interest at a rate equal to (1) the one month Warsaw Interbank Offered Rate (“WIBOR”) + 1.5% for borrowings in Polish Zloty, (2) the one month Euro Interbank Offered Rate (“EURIBOR”) + 1.5% for borrowings in Euros, and (3) the Mid-Point of the Fed Target Range + 1.75% for borrowings in U.S. Dollars. Borrowings under the overdraft facility are guaranteed by Standard Motor Products, Inc., the ultimate parent company. There were no borrowings outstanding under the overdraft facility at both September 30, 2023 and December 31, 2022.

Maturities of Debt

As of September 30, 2023, maturities of debt through 2027, assuming no prepayments, are as follows (in thousands):

	Revolving Credit Facility			Term Loan Facility			Polish Overdraft Facility and Other Debt			Total
Remainder of 2023	$	—		$	1,250		$	7		$	1,257
2024		—			5,000			25			5,025
2025		—			5,000			28			5,028
2026		—			7,500			44			7,544
2027		53,650			75,000			92			128,742
Total	$	53,650		$	93,750		$	196		$	147,596
Less: current maturities		(47,400	)		(5,000	)		(26	)		(52,426	)
Long-term debt	$	6,250		$	88,750		$	170		$	95,170

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

Deferred Financing Costs

We have deferred financing costs of approximately $1.7 million and $2.1 million as of September 30, 2023 and December 31, 2022, respectively. Deferred financing costs are related to our term loan and revolving credit facilities. Deferred financing costs as of September 30, 2023, assuming no prepayments, are being amortized in the amounts of $0.1 million for the remainder of 2023, $0.5 million in 2024, $0.5 million in 2025, $0.5 million in 2026 and $0.1 million in 2027.

Note 10. Accumulated Other Comprehensive Income

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

	Three Months Ended September 30, 2023
	Foreign Currency Translation			Unrecognized Postretirement Benefit Costs (Credit)			Unrealized derivative gains (losses)			Total
Balance at June 30, 2023 attributable to SMP	$	(12,234	)	$	30		$	4,277		$	(7,927	)
Other comprehensive income before reclassifications		(3,997	)		—			2,194	⁽¹⁾		(1,803	)
Amounts reclassified from accumulated other comprehensive income		—			(3	)		(486	)		(489	)
Other comprehensive income, net		(3,997	)		(3	)		1,708			(2,292	)
Balance at September 30, 2023 attributable to SMP	$	(16,231	)	$	27		$	5,985		$	(10,219	)

	Nine Months Ended September 30, 2023
	Foreign Currency Translation			Unrecognized Postretirement Benefit Costs (Credit)			Unrealized derivative gains (losses)			Total
Balance at December 31, 2022 attributable to SMP	$	(16,330	)	$	37		$	3,823		$	(12,470	)
Other comprehensive income before reclassifications		99			—			3,417	⁽¹⁾		3,516
Amounts reclassified from accumulated other comprehensive income		—			(10	)		(1,255	)		(1,265	)
Other comprehensive income, net		99			(10	)		2,162			2,251
Balance at September 30, 2023 attributable to SMP	$	(16,231	)	$	27		$	5,985		$	(10,219	)

(1)

Consists of the unrecognized gain relating to the change in fair value of the cash flow interest rate hedge of $2.3 million ($1.7 million, net of tax) and $3 million ($2.2 million, net of tax) in the three months and nine months ended September 30, 2023, respectively, plus cash receipts of $0.6 million ($0.5 million, net of tax) and $1.7 million ($1.2 million, net of tax) in the three months and nine months ended September 30, 2023, respectively.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

Reclassifications Out of Accumulated Other Comprehensive Income (in thousands)

	Three Months Ended			Nine Months Ended
Details About Accumulated Other Comprehensive Income Components	September 30, 2023			September 30, 2023
Derivative cash flow hedge:
Unrecognized gain (loss) (1)	$	(657	)	$	(1,696	)
Postretirement Benefit Plans:
Unrecognized gain (loss) (2)		(5	)		(16	)
Total before income tax		(662	)		(1,712	)
Income tax expense		(173	)		(447	)
Total reclassifications attributable to SMP	$	(489	)	$	(1,265	)

(1)

Unrecognized accumulated other comprehensive income (loss) related to the cash flow interest rate hedge is reclassified to earnings and reported as part of interest expense in our consolidated statements of operations when the interest payments on the underlying borrowings are recognized.

(2)

Unrecognized accumulated other comprehensive income (loss) related to our post retirement plans is reclassified to earnings and included in the computation of net periodic postretirement benefit costs, which are included in other non-operating income, net in our consolidated statements of operations (see Note 12, “Employee Benefits,” for additional information).

Note 11. Stock-Based Compensation Plans

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

Restricted and Performance Stock Grants

We are authorized to issue, among other things, shares of restricted and performance-based stock to eligible employees and restricted stock to directors of up to 2,050,000 shares under the Amended and Restated 2016 Omnibus Incentive Plan (“Plan”). Shares issued under the Plan that are cancelled, forfeited or expire by their terms are eligible to be granted again under the Plan.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

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

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

Our restricted and performance-based share activity was as follows for the nine months ended September 30, 2023:

	Shares			Weighted Average Grant Date Fair Value Per Share
Balance at December 31, 2022		880,829		$	31.79
Granted		6,000			31.63
Vested		(58,978	)		32.49
Forfeited		(5,200	)		36.63
Balance at September 30, 2023		822,651		$	31.74

We recorded compensation expense related to restricted shares and performance-based shares of $4.9 million ($3.7 million, net of tax) and $5.7 million ($4.2 million, net of tax) for the nine months ended September 30, 2023 and 2022, respectively. The unamortized compensation expense related to our restricted and performance-based shares was $9.6 million at September 30, 2023, and is expected to be recognized as they vest over a weighted average period of 3.79 years and 0.58 years for employees and directors, respectively.

Note 12. Employee Benefits

We provide certain medical and dental care benefits to 14 former U.S. union employees. The postretirement medical and dental benefit obligation to the former union employees as of September 30, 2023, and the related net periodic benefit cost for the plan for the three and nine months ended September 30, 2023 and 2022 were not material.

We maintain a defined contribution Supplemental Executive Retirement Plan for key employees. Under the plan, these employees may elect to defer a portion of their compensation and, in addition, we may at our discretion make contributions to the plan on behalf of the employees. In March 2023, we made company contributions to the plan of $0.8 million related to calendar year 2022.

We also have an Employee Stock Ownership Plan for employees who are not covered by a collective bargaining agreement. In connection therewith, we maintain an employee benefits trust to which we contribute shares of treasury stock. We are authorized to instruct the trustees to distribute such shares toward the satisfaction of our future obligations under the plan. The shares held in trust are not considered outstanding for purposes of calculating earnings per share until they are committed to be released. The trustees will vote the shares in accordance with their fiduciary duties. During the nine months ended September 30, 2023, we contributed to the trust an additional 72,800 shares from our treasury and released 72,800 shares from the trust leaving 200 shares remaining in the trust as of September 30, 2023.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

Note 13. Derivative Financial Instruments

Interest Rate Swap Agreements

We occasionally use derivative financial instruments to reduce our market risk for changes in interest rates on our variable rate borrowings. The principal financial instruments used for cash flow hedging purposes are interest rate swap agreements. The interest rate swaps effectively convert a portion of our variable rate borrowings under our existing facilities to a fixed rate based upon determined notional amount. We do not enter into interest rate swap agreements, or other financial instruments, for trading or speculative purposes.

In June 2022, we entered into a seven year interest rate swap agreement with a notional amount of $100 million that is to mature in May 2029. The interest rate swap agreement has been designated as a cash flow hedge of interest payments on $100 million of borrowings under our Credit Agreement. Under the terms of the swap agreement, we will receive monthly variable interest payments based on one month Term SOFR and will pay interest based upon a fixed rate of 2.683% per annum, adjusted upward for the credit spread adjustment in the Credit Agreement of 0.10% and the loan margin in the Credit Agreement of 1.50% at September 30, 2023.

The fair value of the interest rate swap agreement as of September 30, 2023 and December 31, 2022 was an asset of $8.1 million and $5.2 million, respectively, which has been deferred and recorded in accumulated other comprehensive income, net of income taxes, in our consolidated balance sheet. When the interest expense on the underlying borrowing is recognized, the deferred gain/loss in accumulated other comprehensive income is recorded in earnings as interest expense in the consolidated statements of operations. We plan to perform quarterly hedge effectiveness assessments, and anticipate that the interest rate swap will be highly effective throughout its term.

Note 14. Fair Value Measurements

We follow a three-level fair value hierarchy that prioritizes the inputs to measure fair value. This hierarchy requires entities to maximize the use of “observable inputs” and minimize the use of “unobservable inputs.” The three levels of inputs used to measure fair value are as follows:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect assumptions that market participants would use in pricing an asset or liability.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

The following is a summary of the estimated fair values, carrying amounts, and classification under the fair value hierarchy of our financial instruments at September 30, 2023 and December 31, 2022 (in thousands):

		September 30, 2023				December 31, 2022
	Fair Value Hierarchy	Fair Value		Carrying Amount		Fair Value		Carrying Amount

Cash and cash equivalents (a)	LEVEL 1/2	$	28,485	$	28,485	$	21,150	$	21,150
Deferred compensation	LEVEL 1		22,088		22,088		20,190		20,190
Short term borrowings	LEVEL 1		52,426		52,426		55,031		55,031
Long-term debt	LEVEL 1		95,170		95,170		184,589		184,589
Cash flow interest rate swap	LEVEL 2		8,102		8,102		5,174		5,174
Long-term investments	LEVEL 2		7,048		7,048		—		—

(a)

As of September 30, 2023 cash and cash equivalents consist of cash of $25.5 million and cash equivalents of $3 million, which are classified as Level 1 and Level 2, respectively, under the fair value hierarchy. Cash and cash equivalents at December 31, 2022 consists solely of cash of $21.2 million, which is classified as Level 1 under the fair value hierarchy.

Cash equivalents consist of certificates of deposit with original maturities of 3 months, or less. These securities are accounted for as held-to-maturity and recorded at amortized cost, which approximates their fair values at September 30, 2023. The fair value of the underlying assets held by the deferred compensation plan are based on the quoted market prices of the underlying funds which are held by registered investment companies. The carrying value of our variable rate short-term borrowings and long-term debt under our credit facilities approximates fair value as the variable interest rates in the facilities reflect current market rates. The fair value of our cash flow interest rate swap agreement is obtained from an independent third party, is based upon market quotes, and represents the net amount required to terminate the interest rate swap, taking into consideration market rates and counterparty credit risk. Long-term investments consist of certificates of deposit with original maturities in excess of 3 months. These securities are accounted for as held-to-maturity and recorded at amortized cost, which approximates their fair values at September 30, 2023.

Note 15. Earnings Per Share

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net Earnings Attributable to SMP -
Earnings from continuing operations	$	24,859		$	23,140		$	55,915		$	64,494
Loss from discontinued operations		(18,200	)		(14,294	)		(28,201	)		(17,076	)
Net earnings attributable to SMP	$	6,659		$	8,846		$	27,714		$	47,418

Basic Net Earnings Per Common Share Attributable to SMP -
Earnings from continuing operations per common share	$	1.14		$	1.08		$	2.58		$	2.97
Loss from discontinued operations per common share		(0.83	)		(0.67	)		(1.30	)		(0.79	)
Net earnings per common share attributable to SMP	$	0.31		$	0.41		$	1.28		$	2.18

Weighted average common shares outstanding		21,727			21,427			21,676			21,719

Diluted Net Earnings Per Common Share Attributable to SMP -
Earnings from continuing operations per common share	$	1.12		$	1.06		$	2.52		$	2.91
Loss from discontinued operations per common share		(0.82	)		(0.66	)		(1.27	)		(0.77	)
Net earnings per common share attributable to SMP	$	0.30		$	0.40		$	1.25		$	2.14

Weighted average common shares outstanding		21,727			21,427			21,676			21,719
Plus incremental shares from assumed conversions:
Dilutive effect of restricted stock and performance-based stock		527			421			522			434
Weighted average common shares outstanding – Diluted		22,254			21,848			22,198			22,153

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Restricted and performance-based shares		242		299		273		281

Note 16. Industry Segments

Engineered Solutions is a new operating segment created by carving out all non-aftermarket business from our prior Engine Management and Temperature Control operating segments. Our Engineered Solutions segment supplies custom-engineered solutions to vehicle and equipment manufacturers in highly diversified global end-markets such as commercial and light vehicles, construction, agriculture, power sports and marine.

Vehicle Control is the new name for our Engine Management operating segment. It includes our core aftermarket business after carving out all non-aftermarket business to our Engineered Solutions operating segment. The Vehicle Control operating segment includes sales from ignition, emissions, and fuel delivery, electrical and safety, and wire sets and other product categories.

Temperature Control is our ongoing operating segment, after the carve out of all non-aftermarket business to our Engineered Solutions operating segment, that derives its sales from air conditioning system components and other thermal product categories. Our Temperature Control operating segment is poised to benefit from the broader adoption of air conditioning and other thermal systems.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
Net Sales (a)
Vehicle Control	$	190,937		$	197,699		$	559,303		$	560,734
Temperature Control		123,643			117,421			293,123			296,116
Engineered Solutions		71,833			66,253			215,090			206,766
Other		—			—			—			—
Consolidated	$	386,413		$	381,373		$	1,067,516		$	1,063,616

Operating Income
Vehicle Control	$	18,071		$	21,151		$	54,719		$	57,554
Temperature Control		13,054			13,389			20,938			28,074
Engineered Solutions		7,254			3,302			19,064			14,699
Other		(3,573	)		(4,227	)		(11,991	)		(11,904	)
Consolidated	$	34,806		$	33,615		$	82,730		$	88,423

(b)

There are no intersegment sales among our Vehicle Control, Temperature Control and Engineered Solutions operating segments.

For the disaggregation of our net sales from contracts with customers by major product group and geographic area within each of our operating segments, see Note 17, “Net Sales.”

Note 17. Net Sales

Disaggregation of Net Sales

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

Major Product Group

The Vehicle Control operating segment generates its revenues from core aftermarket sales of ignition, emissions, and fuel delivery, electrical and safety, and wire sets and other product categories. The Temperature Control operating segment generates its revenue from aftermarket sales of air conditioning system components and other thermal products. The Engineered Solutions operating segment generates revenues from custom-engineered products to vehicle and equipment manufacturers in highly diversified global end-markets such as commercial and light vehicles, construction, agriculture, power sports and marine.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

The following table summarizes consolidated net sales by major product group within each operating segment for the three months and nine months ended September 30, 2023 and 2022 (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Vehicle Control
Engine Management (Ignition, Emissions and Fuel Delivery)	$	113,188	$	117,750	$	342,860	$	338,480
Electrical and Safety		62,049		63,867		166,720		173,178
Wire Sets and Other		15,700		16,082		49,723		49,076
Total Vehicle Control		190,937		197,699		559,303		560,734

Temperature Control
AC System Components		96,794		90,341		216,995		219,323
Other Thermal Components		26,849		27,080		76,128		76,793
Total Temperature Control		123,643		117,421		293,123		296,116

Engineered Solutions
Commercial Vehicle		16,253		19,299		62,852		60,253
Construction/Agriculture		13,643		10,971		34,541		33,177
Light Vehicle		24,667		21,409		71,181		70,523
All Other		17,270		14,574		46,516		42,813
Total Engineered Solutions		71,833		66,253		215,090		206,766

Other		—		—		—		—

Total	$	386,413	$	381,373	$	1,067,516	$	1,063,616

Geographic Area

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

The following tables provide disaggregation of net sales information by geographic area within each operating segment for the three months and nine months ended September 30, 2023 and 2022 (in thousands):

Three months ended September 30, 2023	Vehicle Control		Temperature Control		Engineered Solutions		Other		Total
Geographic Area:
United States	$	171,188	$	116,684	$	41,835	$	—	$	329,707
Canada		9,440		6,501		8,586		—		24,527
Europe		174		—		14,971		—		15,145
Mexico		8,968		29		1,311		—		10,308
Asia		132		367		4,416		—		4,915
Other foreign		1,035		62		714		—		1,811
Total	$	190,937	$	123,643	$	71,833	$	—	$	386,413

Three months ended September 30, 2022	Vehicle Control		Temperature Control		Engineered Solutions		Other		Total
Geographic Area:
United States	$	180,323	$	112,387	$	47,628	$	—	$	340,338
Canada		10,342		4,763		5,105		—		20,210
Europe		94		9		9,304		—		9,407
Mexico		6,154		114		1,109		—		7,377
Asia		56		—		2,432		—		2,488
Other foreign		730		148		675		—		1,553
Total	$	197,699	$	117,421	$	66,253	$	—	$	381,373

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

Nine months ended September 30, 2023	Vehicle Control		Temperature Control		Engineered Solutions		Other		Total
Geographic Area:
United States	$	502,798	$	278,354	$	130,606	$	—	$	911,758
Canada		26,604		14,182		19,950		—		60,736
Europe		620		—		44,969		—		45,589
Mexico		25,734		47		5,117		—		30,898
Asia		282		387		12,743		—		13,412
Other foreign		3,265		153		1,705		—		5,123
Total	$	559,303	$	293,123	$	215,090	$	—	$	1,067,516

Nine months ended September 30, 2022	Vehicle Control		Temperature Control		Engineered Solutions		Other		Total
Geographic Area:
United States	$	512,477	$	282,903	$	144,828	$	—	$	940,208
Canada		26,255		12,351		12,550		—		51,156
Europe		462		44		30,885		—		31,391
Mexico		18,237		303		3,399		—		21,939
Asia		214		43		13,398		—		13,655
Other foreign		3,089		472		1,706		—		5,267
Total	$	560,734	$	296,116	$	206,766	$	—	$	1,063,616

Note 18. Commitments and Contingencies

Asbestos

In 1986, we acquired a brake business, which we subsequently sold in March 1998 and which is accounted for as a discontinued operation in the accompanying statement of operations. When we originally acquired this brake business, we assumed future liabilities relating to any alleged exposure to asbestos-containing products manufactured by the seller of the acquired brake business. In accordance with the related purchase agreement, we agreed to assume the liabilities for all new claims filed on or after September 2001. Our ultimate exposure will depend upon the number of claims filed against us on or after September 2001, and the amounts paid for settlements, awards of asbestos-related damages, and defense of such claims. At September 30, 2023, approximately 1,430 cases were outstanding for which we may be responsible for any related liabilities. Since inception in September 2001 through September 30, 2023, the amounts paid for settled claims and awards of asbestos-related damages, including interest, were approximately $72.7 million. We do not have insurance coverage for the indemnity and defense costs associated with the claims we face.

In evaluating our potential asbestos-related liability, we have considered various factors including, among other things, an actuarial study of the asbestos related liabilities performed by an independent actuarial firm, our settlement amounts and whether there are any co-defendants, the jurisdiction in which lawsuits are filed, and the status and results of such claims. As is our accounting policy, we consider the advice of actuarial consultants with experience in assessing asbestos-related liabilities to estimate our potential claim liability; and perform an actuarial evaluation in the third quarter of each year and whenever events or changes in circumstances indicate that additional provisions may be necessary. The methodology used to project asbestos-related liabilities and costs in our actuarial study considered: (1) historical data available from publicly available studies; (2) an analysis of our recent claims history to estimate likely filing rates into the future; (3) an analysis of our currently pending claims; (4) an analysis of our settlements and awards of asbestos-related damages to date; and (5) an analysis of closed claims with pay ratios and lag patterns in order to develop average future settlement values. Based on the information contained in the actuarial study and all other available information considered by us, we have concluded that no amount within the range of settlement payments and awards of asbestos-related damages was more likely than any other and, therefore, in assessing our asbestos liability we compare the low end of the range to our recorded liability to determine if an adjustment is required.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

In accordance with our policy to perform an annual actuarial evaluation in the third quarter of each year, an actuarial study was performed as of August 31, 2023. The results of the August 31, 2023 study included an estimate of our undiscounted liability for settlement payments and awards of asbestos-related damages, excluding legal costs, ranging from $84 million to $135.3 million for the period through 2065. The change from the prior year study, which was as of August 31,2022, was a $15.2 million increase for the low end of the range and a $23.7 million increase for the high end of the range. The increase in the estimated undiscounted liability from the prior year study at both the low end and high end of the range reflects our actual experience, our historical data and certain assumptions with respect to events that may occur in the future.

Based upon the results of the August 31, 2023 actuarial study, in September 2023 we increased our asbestos liability to $84 million, the low end of the range, and recorded an incremental pre-tax provision of $23.8 million in earnings (loss) from discontinued operations in the accompanying statement of operations. Future legal costs, which are expensed as incurred and reported in earnings (loss) from discontinued operations in the accompanying statement of operations, are estimated, according to the August 31, 2023 study, to range from $53.1 million to $105.2 million for the period through 2065. Total operating cash outflows related to discontinued operations, which include settlements, awards of asbestos-related damages and legal costs, net of taxes, were $8.7 million and $11 million for the nine months ended September 30, 2023 and 2022, respectively.

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

Other Litigation

In connection with the aforementioned former brake business, we were subject to a legal proceeding alleging a breach of contract claim of the related purchase agreement. In May 2023, we were found liable for approximately $11 million and, as such, in the second quarter of 2023 we recorded a pre-tax provision of such amount in earnings (loss) from discontinued operations in the accompanying statement of operations. However, in August 2023, we reached a final settlement of the legal proceeding, in which we reduced our liability to $10.5 million. In connection therewith, we reduced the pre-tax provision to $10.5 million and recorded a $0.5 million credit in earnings (loss) from discontinued operations in the accompanying statement of operations. Payment of such claim was made in early October 2023.

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.

Index

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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

Warranties

We generally warrant our products against certain manufacturing and other defects. These product warranties are provided for specific periods of time of the product depending on the nature of the product. As of September 30, 2023 and 2022, we have accrued $23.5 million and $30 million, respectively, for estimated product warranty claims included in accrued customer returns. The accrued product warranty costs are based primarily on historical experience of actual warranty claims.

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
Balance, beginning of period	$	23,586		$	23,766		$	19,667		$	17,463
Liabilities accrued for current year sales		36,844			35,450			92,684			88,371
Settlements of warranty claims		(36,905	)		(29,235	)		(88,826	)		(75,853	)
Balance, end of period	$	23,525		$	29,981		$	23,525		$	29,981

Index

ITEM 2.

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

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this Report are indicated by words such as “anticipates,” “expects,” “believes,” “intends,” “plans,” “estimates,” “projects,” “strategies” and similar expressions. These statements represent our expectations based on current information and assumptions and are inherently subject to risks and uncertainties. Our actual results could differ materially from those which are anticipated or projected as a result of certain risks and uncertainties, including, but not limited to, changes or loss in business relationships with our major customers and in the timing, size and continuation of our customers’ programs; changes in our supply chain financing arrangements, such as changes in terms, termination of contracts and/or the impact of rising interest rates; the ability of our customers to achieve their projected sales; competitive product and pricing pressures; increases in production or material costs, including procurement costs resulting from higher tariffs, and inflationary cost increases in raw materials, labor and transportation, that cannot be recouped in product pricing; the performance of the aftermarket, non-aftermarket, industrial equipment and original equipment markets; changes in the product mix and distribution channel mix; economic and market conditions; successful integration of acquired businesses; our ability to achieve benefits from our cost savings initiatives; product liability and environmental matters (including, without limitation, those related to asbestos-related contingent liabilities and remediation costs at certain properties); the effects of a widespread public health crisis, including the coronavirus (COVID-19) pandemic; the effects of disruptions in the supply chain; Russia’s invasion of the Ukraine and resultant sanctions imposed by the U.S. and other governments; the geo-political impact of U.S. relations with China; climate-related risks, such as physical and transition risks; as well as other risks and uncertainties, such as those described under Risk Factors, Quantitative and Qualitative Disclosures About Market Risk and those detailed herein and from time to time in the filings of the Company with the SEC. Forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. In addition, historical information should not be considered as an indicator of future performance. The following discussion should be read in conjunction with the unaudited consolidated financial statements, including the notes thereto, included elsewhere in this Report.

Overview

With over 100 years in business, we are a leader in the industries we serve and a trusted partner for all of our stakeholders. We manufacture and distribute premium replacement parts for our customers in the automotive aftermarket, and custom-engineered solutions for vehicle control and thermal management products in diversified end markets represented by our Engineered Solutions segment. We are a global manufacturer with over 6,000 employees (inclusive of temporary and joint venture employees) across 40 manufacturing, distribution and engineering facilities and offices located in North America, Europe and Asia. We sell our products primarily to automotive aftermarket retailers, warehouse distributors, original equipment manufacturers and original equipment service part operations in the United States, Canada, Europe, Asia, Mexico and other Latin American countries.

Beginning on January 1, 2023, we reorganized our business into three operating segments – Engineered Solutions, Vehicle Control and Temperature Control.

Engineered Solutions is a new operating segment created by carving out all non-aftermarket business from our prior Engine Management and Temperature Control operating segments, which will now solely reflect parts sales to aftermarket channels. Our Engineered Solutions segment supplies custom-engineered solutions to vehicle and equipment manufacturers in highly diversified global end-markets such as commercial and light vehicles, construction, agriculture, power sports and marine, and is expected to provide a platform for growth. Segment offerings include product categories from both of our legacy operating segments, and offer a broad array of conventional and future-oriented technologies, including those that are specific to vehicle electrification as well as those that are powertrain-neutral.

Index

Vehicle Control is the new name for our Engine Management operating segment. It includes our core aftermarket business after carving out all non-aftermarket business, which moved to our Engineered Solutions operating segment. The Vehicle Control segment includes sales from three new major product groups – (1) Ignition, Emissions & Fuel Delivery, which includes the traditional internal combustion engine (ICE) dependent categories; (2) Electrical & Safety, which includes powertrain-neutral vehicle technologies such as electrical switches/relays, safety related products such as anti-lock brake and vehicle speed sensors, tire pressure monitoring, park assist sensors, and advanced driver assistance components; and (3) Wire Sets & Other, which includes spark plug wire sets and other related products, and are product categories we have noted to be in secular decline based upon product life cycle.

Our Temperature Control operating segment remains substantially unchanged, as only a small portion of its business moved to Engineered Solutions, and this legacy aftermarket business segment is poised to benefit from the broader adoption of more complex air conditioning and other thermal systems. These systems will provide passenger comfort regardless of the vehicles’ powertrain, and are being developed to cool batteries and other products used on electric vehicles. Segment offerings include sales from thermal products in the aftermarket business under two major product groups – (1) AC System Components, which includes compressors, connecting lines, heat exchangers, and expansion devices; and (2) Other Thermal Components, which includes parts that provide engine, transmission, electric drive motor, and battery temperature management.

The reorganization of our operating segments provides clarity regarding the unique dynamics and margin profiles of the markets served by each segment, better aligns with our strategic focus on diversification, and provides greater transparency into how we are positioned to capture growth opportunities of the future.

The following table summarizes the reorganization of our operating segments, and provides a comparison of our operating segments during 2022 and in 2023:

Operating Segments as of 2022		Operating Segments in 2023

Engine Management:		Vehicle Control (Aftermarket):
Ignition, Emissions, Fuel & Safety		Engine Management (Ignition, Emissions & Fuel Delivery)
Wire and Cable		Electrical & Safety
		Wire Sets & Other

Temperature Control:		Temperature Control (Aftermarket):
Compressors		AC System Components
Other Climate Control Parts		Other Thermal Components

		Engineered Solutions (non-Aftermarket):
		Commercial Vehicle
		Light Vehicle
		Construction & Agriculture
		All Other

Index

Overview of Financial Performance

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto. This discussion summarizes the significant factors affecting our results of operations and the financial condition of our business during the three months ended September 30, 2023 and 2022.

	Three Months Ended
	September 30,
(In thousands, except per share data)	2023			2022

Net sales	$	386,413		$	381,373
Gross profit		114,760			106,784
Gross profit %		29.7	%		28	%
Operating income		34,806			33,615
Operating income %		9.0	%		8.8	%
Earnings from continuing operations before income taxes		32,917			31,472
Provision for income taxes		7,995			8,280
Earnings from continuing operations		24,922			23,192
Loss from discontinued operations, net of income taxes		(18,200	)		(14,294	)
Net earnings		6,722			8,898
Net earnings attributable to noncontrolling interest		63			52
Net earnings attributable to SMP		6,659			8,846
Per share data attributable to SMP – Diluted:
Earnings from continuing operations	$	1.12		$	1.06
Discontinued operations		(0.82	)		(0.66	)
Net earnings per common share	$	0.30		$	0.40

Consolidated net sales for the three months ended September 30, 2023 were $386.4 million, an increase of $5 million, or 1.3%, compared to net sales of $381.4 million in the same period in 2022. Net sales increased in our Temperature Control and Engineered Solutions operating segments, while net sales in our Vehicle Control operating segment decreased when compared to the comparable period in the prior year.

Vehicle Control’s net sales for the three months ended September 30, 2023 decreased $6.8 million, or 3.4%, to $190.9 million; while Temperature Control’s net sales increased $6.2 million, or 5.3%, to $123.6 million. The decrease in net sales in our Vehicle Control segment reflects the impact of lower sales to a customer that filed for bankruptcy in the first quarter of 2023, as well as the negative impact in 2023 of customer pipeline orders in the third quarter of 2022 that did not recur in the third quarter of 2023. Net sales in our Temperature Control segment increased in the third quarter of 2023 as compared to the comparable period in 2022 reflecting the impact of the timing of customer orders. Customer orders in the first half of 2023 were lower than orders in the same period of 2022, resulting from lower customer demand caused by a rainy spring and cool early summer temperatures across key markets. As summer temperatures increased, customer demand increased significantly in the third quarter of 2023 resulting in strong third quarter 2023 sales.

Net sales in our Engineered Solutions segment for the three months ended September 30, 2023 increased $5.5 million, or 8.4%, to $71.8 million. The year-over-year improvement reflects the impact of strong demand and new business wins, and we continue to be optimistic about the long-term growth potential of the complementary markets served in our newly created Engineered Solutions operating segment.

Gross margins as a percentage of net sales increased to 29.7% in the third quarter of 2023 compared to 28% in the third quarter of 2022. The gross margin percentages increased year-over-year in each of our Vehicle Control, Temperature Control and Engineered Solutions operating segments. Overall, the consolidated gross margin percentage increase reflects the impact of increased pricing, improved operating performance, higher sales volumes in Temperature Control, and favorable sales mix in Engineered Solutions, which more than offset the lower fixed cost absorption due to lower production levels as we work down our inventory balances, and the weakening of the U.S. dollar on our international operations. Although all of our operating segments were negatively impacted by ongoing inflationary cost increases in certain raw materials, labor and transportation expenses, we anticipate that our annual cost savings initiatives and ability to pass through higher prices to our customers should continue to offset much of the impact on our gross margins.

Index

Operating margin as a percentage of net sales for the three months ended September 30, 2023 increased slightly to 9% when compared to 8.8% for the same period in 2022. Included in our operating margin were selling, general and administrative expenses (“SG&A”) of $79.8 million, or 20.6% of net sales for the three months ended September 30, 2023 compared to $73.2 million, or 19.2% of net sales, for the same period in 2022. The $6.6 million increase in SG&A expenses in the third quarter of 2023 as compared to the third quarter of 2022 is principally due to higher interest rate related costs of $4 million incurred in our supply chain financing arrangements. Excluding the impact of the incremental interest rate costs incurred in our supply chain financing arrangements, SG&A expenses in the third quarter of 2023 were 19.6% of consolidated net sales, slightly higher than the percentage in the comparable prior year period.

Overall, our core automotive aftermarket business remains strong, and we continue to be optimistic about the long-term growth potential of the complementary markets served in our Engineered Solutions operating segment.

New Distribution Facility in Shawnee, Kansas

In May 2023, we signed a lease for a new distribution facility in Shawnee, Kansas with a lease commencement date of July 1, 2023. The new facility will expand our total distribution network square footage to meet our growing demands in the automotive aftermarket industry. The new 575,000 square foot facility will replace our current 363,000 square foot facility in Edwardsville, Kansas, and integrate state-of-the-art technologies to deliver improved logistics capabilities, operational efficiencies, as well as enhanced employee, customer and supplier experiences. The new facility is located just five miles away from our Edwardsville facility, enabling us to retain our existing workforce avoiding the additional costs of hiring and training. The facility will have a phased opening beginning in early 2025. We will incur additional costs in 2023 and 2024 during the phase-in period while we operate the two facilities.

Impact of Russia’s Invasion of the Ukraine

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

Impact of Global Supply Chain Disruption and Inflation

Disruptions in the global economy have impeded global supply chains, resulted in longer lead times and delays in procuring component parts and raw materials, and resulted in inflationary cost increases in certain raw materials, labor and transportation. In response to the global supply chain volatility and inflationary cost increases, we have taken, and continue to take, several actions to mitigate the impact by working closely with our suppliers and customers to minimize any potential adverse impacts on our business, including implementing cost savings initiatives and the pass through of higher costs to our customers in the form of price increases, and maintaining inventory at levels to minimize potential disruptions from out-of-stock raw materials and components to ensure higher fill rates with our customers. We believe that we have also benefited from our geographically diversified manufacturing footprint and our strategy to bring more product manufacturing in-house, especially with respect to product availability and fill rates. We expect these inflationary trends to continue for some time, and while we believe that we will be able to somewhat offset the impact, there can be no assurances that unforeseen future events in the global supply chain affecting the availability of materials and components, and/or increasing commodity pricing, will not have an adverse effect on our business, financial condition and results of operations.

Index

Environmental, Social, & Governance (“ESG”)

Our Company was founded in 1919 on the values of integrity, common decency and respect for others. These values continue to this day and are embodied in our Code of Ethics, which has been adopted by the Board of Directors of the Company to serve as a statement of principles to guide our decision-making and reinforce our commitment to these values in all aspects of our business. These values also serve as the foundation for our increased focus on many important environmental, social and governance issues, such as environmental stewardship and our efforts to identify and implement practices that reduce our environmental impact while achieving our business goals; our attention to diversity, equity and inclusion, employee development, retention, and health and safety; and our community engagement initiatives, to name a few.

We have made significant strides with respect to our ESG initiatives, building awareness of the environmental impact of our operations, and challenging ourselves to reduce our impact by reducing our usage of energy and water, reducing our generation of waste, increasing our recycling efforts and reducing our greenhouse gas emissions (“GHG”), with the ambition of achieving net-zero total Scope 1 and Scope 2 GHG emissions by 2050. With each year, we intend to further our commitment to improving our environmental stewardship and finding ways to give back to our communities. Additional information on our ESG initiatives can be found on our corporate website at smpcorp.com under “Sustainability” (including our most recent sustainability report) and at smpcares.smpcorp.com. Information on our corporate websites regarding our ESG initiatives are referenced for general information only and are not incorporated by reference in this Report.

Index

Interim Results of Operations

Comparison of the Three Months Ended September 30, 2023 to the Three Months Ended September 30, 2022

Sales. Consolidated net sales for the three months ended September 30, 2023 were $386.4 million, an increase of $5 million, or 1.3%, compared to $381.4 million in the same period of 2022, with the majority of our net sales to customers located in the United States. Net sales increased in our Temperature Control and Engineered Solutions operating segments, while net sales in our Vehicle Control operating segment decreased when compared to the comparable period in the prior year.

The following table summarizes consolidated net sales by segment and by major product group within each segment for the three months ended September 30, 2023 and 2022 (in thousands):

	Three Months Ended
	September 30,
	2023		2022
Vehicle Control
Engine Management (Ignition, Emissions and Fuel Delivery)	$	113,188	$	117,750
Electrical and Safety		62,049		63,867
Wire Sets and Other		15,700		16,082
Total Vehicle Control		190,937		197,699

Temperature Control
AC System Components		96,794		90,341
Other Thermal Components		26,849		27,080
Total Temperature Control		123,643		117,421

Engineered Solutions
Commercial Vehicle		16,253		19,299
Construction/Agriculture		13,643		10,971
Light Vehicle		24,667		21,409
All Other		17,270		14,574
Total Engineered Solutions		71,833		66,253

Other		—		—

Total	$	386,413	$	381,373

Vehicle Control’s net sales for the three months ended September 30, 2023 decreased $6.8 million, or 3.4%, to $190.9 million compared to $197.7 million in the same period of 2022. The decrease in net sales in our Vehicle Control operating segment reflects the impact of lower sales to a customer that filed for bankruptcy in the first quarter of 2023, as well as the negative impact in 2023 of customer pipeline orders in the third quarter of 2022 that did not recur in the third quarter of 2023.

Temperature Control’s net sales for the three months ended September 30, 2023 increased $6.2 million, or 5.3%, to $123.6 million compared to $117.4 million in the same period of 2022. The increase in net sales in our Temperature Control segment reflects the impact of the timing of customer orders. Customer orders in the first half of 2023 were lower than orders in the same period of 2022, resulting from lower customer demand caused by a rainy spring and cool early summer temperatures across key markets. As summer temperatures increased, customer demand increased significantly in the third quarter of 2023 resulting in strong third quarter 2023 sales. Overall, full year results at Temperature Control is dependent upon ongoing weather conditions and customer inventory levels.

Engineered Solutions’ net sales for the three months ended September 30, 2023 increased $5.5 million, or 8.4%, to $71.8 million compared to $66.3 million in the same period of 2022. Overall, net sales in our Engineered Solutions operating segment showed year-over-year improvement driven by strong demand and new business wins, and we continue to be optimistic about the long-term growth potential of the complementary markets served in our newly created Engineered Solutions operating segment.

Index

Gross Margins. Gross margins, as a percentage of consolidated net sales, increased to 29.7% in the third quarter of 2023, compared to 28% in the third quarter of 2022. The following table summarizes gross margins by segment for the three months ended September 30, 2023 and 2022, respectively (in thousands):

Three Months Ended September 30,	Vehicle Control			Temperature Control			Engineered Solutions			Other		Total
2023
Net sales	$	190,937		$	123,643		$	71,833		$	—	$	386,413
Gross margins		60,865			37,785			16,110			—		114,760
Gross margin percentage		31.9	%		30.6	%		22.4	%		—		29.7	%

2022
Net sales	$	197,699		$	117,421		$	66,253		$	—	$	381,373
Gross margins		60,350			35,105			11,329			—		106,784
Gross margin percentage		30.5	%		29.9	%		17.1	%		—		28	%

Compared to the third quarter of 2022, gross margins at Vehicle Control increased 1.4 percentage points from 30.5% to 31.9%. Gross margins at Temperature Control increased 0.7 percentage points from 29.9% to 30.6%, and gross margins at Engineered Solutions increased 5.3 percentage points from 17.1% to 22.4%.

The gross margin percentage increase in our Vehicle Control operating segment reflects the positive impact of increased pricing and operating performance, which more than offset higher material and labor costs, as well as the lower fixed cost absorption due to lower production levels than those achieved in the same period in 2022. The gross margin percentage increase in our Temperature Control operating segment reflects the impact of increased pricing and higher sales volumes; while the gross margin percentage increase at our Engineered Solutions operating segment is driven primarily by favorable customer sales mix and increased pricing. All of our operating segments were negatively impacted by the ongoing inflationary cost increases in certain raw materials, labor and transportation expenses. While we anticipate continued margin pressure resulting from inflationary headwinds, we believe that our annual cost savings initiatives coupled with our ability to pass through higher prices to our customers should help to offset much of this impact to our gross margins.

Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) were $79.8 million, or 20.6% of consolidated net sales, in the third quarter of 2023, as compared to $73.2 million, or 19.2% of consolidated net sales, in the third quarter of 2022. The $6.6 million increase in SG&A expenses as compared to the third quarter of 2022 is principally due to (1) higher interest rate related costs of $4 million incurred in our supply chain financing arrangements, and (2) higher distribution costs. Excluding the impact of the incremental interest rate costs incurred in our supply chain financing arrangements, SG&A expenses in the third quarter of 2023 were 19.6% of consolidated net sales, slightly higher than the percentage in the comparable prior year period, primarily due to lower sales volume.

Restructuring and Integration Expenses. Restructuring and integration expenses were $0.2 million for the three months ended September 30, 2023. Restructuring and integration expenses incurred in the third quarter of 2023 relate to product line relocations from our Independence, Kansas manufacturing facility and from our St. Thomas, Canada manufacturing facility to our manufacturing facilities in Reynosa, Mexico, as part of our Cost Reduction Initiative announced during the fourth quarter of 2022. Total restructuring expenses incurred during the three months ended September 30, 2023 related to the initiative of $0.2 million consisted of (1) expenses of approximately $0.1 million consisting of employee severance and bonuses related to our product line relocations, and (2) expenses of approximately $0.1 million related to the relocation of machinery and equipment to our manufacturing facilities in Reynosa, Mexico. Additional restructuring costs related to the initiative, and expected to be incurred, are approximately $0.5 million. We anticipate that the Cost Reduction Initiative will be substantially completed by the end of 2023.

Index

Operating Income. Operating income was $34.8 million, or 9% of consolidated net sales, in the third quarter of 2023, compared to $33.6 million, or 8.8% of consolidated net sales, in the third quarter of 2022. The year-over-year increase in operating income of $1.2 million is the result of higher net sales and gross margins as a percentage of sales offset, in part, by higher SG&A expenses, consisting primarily of higher interest rate related costs of $4 million incurred in our supply chain financing arrangements, and slightly higher restructuring and integration expenses.

Other Non-Operating Income (Expense), Net. Other non-operating income, net was $1.7 million in the third quarter of 2023, compared to $1.5 million in the third quarter of 2022. The year-over-year increase in other non-operating income, net results from the increase in year-over-year equity income from our Foshan FGD SMP Automotive Compressor Co., Ltd. (“FGD”) joint venture, which more than offset the lower year-over-year equity income achieved in our joint ventures other than FGD. The decline in equity income from our joint ventures other than FGD is due, in part, to lower production levels related to inventory reduction plans, and the impact of our acquisition of an additional 15% equity interest in Gwo Yng. Commencing in July 2023, on the date of our 15% increase equity interest, the financial results of Gwo Yng were no longer accounted for under the equity method of accounting. Instead, Gwo Yng’s financial results were reported on a consolidated basis, resulting in lower joint venture equity income.

Interest Expense. Interest expense is essentially flat at $3.6 million in the third quarter of 2023, compared to $3.7 million in the third quarter of 2022. Interest expense reflects the impact of higher year-over-year average interest rates on our credit facilities offset by the impact of lower average outstanding borrowings in the third quarter of 2023 when compared to the third quarter of 2022.

Income Tax Provision. The income tax provision in the third quarter of 2023 was $8 million at an effective tax rate of 24.3% compared to $8.3 million at an effective tax rate of 26.3% for the same period in 2022. The lower effective tax rate in the third quarter of 2023 compared to the comparable period in 2022 results primarily from the income tax provision impact in 2022 related to the exercise of restricted stock. The exercise of annual restricted stock grants will occur in the fourth quarter of 2023 rather than in the third quarter as was the case in 2022.

Loss from Discontinued Operations. Loss from discontinued operations, net of income tax, during the third quarter of 2023 and 2022, reflects information contained in the actuarial studies performed as of August 31, 2023 and 2022, other information available and considered by us, and legal expenses associated with our asbestos related liability. During the third quarter of 2023 and 2022, the loss from discontinued operations, net of tax was $18.2 million and $14.3 million, respectively. The loss from discontinued operations for the third quarter of 2023 and 2022 includes (1) a $23.8 million and $18.5 million pre-tax provision, respectively, to increase our indemnity liability in line with the August 31, 2023 and 2022 actuarial studies; (2) legal and other administrative expenses, before taxes, of $1.3 million and $0.8 million in the third quarter of 2023 and 2022, respectively, and; (3) a $0.5 million credit, before taxes, in the third quarter of 2023 related the final settlement of a breach of contract legal proceeding. As discussed more fully in Note 18, “Commitments and Contingencies” in the notes to our consolidated financial statements (unaudited), we are responsible for certain future liabilities relating to alleged exposure to asbestos containing products.

Net Earnings Attributable to Noncontrolling Interest. Net earnings (loss) attributable to noncontrolling interest relates to the minority shareholders’ interest in our 70% owned joint venture in Hong Kong, with operations in Shanghai and Wuxi, China (“Trombetta Asia, Ltd.”) and, in our 80% ownership in Gwo Yng, commencing in July 2023 upon the completion of our step acquisition. Net earnings attributable to the noncontrolling interest was $63,000 and $52,000 during the three months ended September 30, 2023 and 2022, respectively. For additional information on the Gwo Yng step acquisition, see Note 3, “Business Acquisitions and Investments,” in the notes to our consolidated financial statements (unaudited).

Index

Comparison of the Nine Months Ended September 30, 2023 to the Nine Months Ended September 30, 2022

Sales. Consolidated net sales for the nine months ended September 30, 2023 were $1,067.5 million, an increase of $3.9 million, compared to $1,063.6 million in the same period of 2022, with the majority of our net sales to customers in the United States. Net sales increased in our Engineered Solutions operating segment, while net sales in our Vehicle Control and Temperature Control operating segments decreased when compared to the comparable period in the prior year.

The following table summarizes consolidated net sales by segment and by major product group within each segment for the nine months ended September 30, 2023 and 2022 (in thousands):

	Nine Months Ended
	September 30,
	2023		2022
Vehicle Control
Engine Management (Ignition, Emissions and Fuel Delivery)	$	342,860	$	338,480
Electrical and Safety		166,720		173,178
Wire Sets and Other		49,723		49,076
Total Vehicle Control		559,303		560,734

Temperature Control
AC System Components		216,995		219,323
Other Thermal Components		76,128		76,793
Total Temperature Control		293,123		296,116

Engineered Solutions
Commercial Vehicle		62,852		60,253
Construction/Agriculture		34,541		33,177
Light Vehicle		71,181		70,523
All Other		46,516		42,813
Total Engineered Solutions		215,090		206,766

Other		—		—

Total	$	1,067,516	$	1,063,616

Vehicle Control’s net sales for the nine months ended September 30, 2023 decreased slightly to $559.3 million compared to $560.7 million in the same period of 2022. Overall, the decrease in net sales in our Vehicle Control operating segment reflects the impact of lower sales to a customer that filed for bankruptcy in the first quarter of 2023, as well as the negative impact in 2023 of customer pipeline orders that occurred in the third quarter of 2022 that did not recur in the third quarter of 2023.

Temperature Control’s net sales for the nine months ended September 30, 2023 decreased slightly to $293.1 million compared to $296.1 million in the same period of 2022. The lower year-over-year Temperature Control net sales reflects the impact of a slow start to the season caused by a rainy spring and cool early summer temperatures across key markets which negatively impacted first and second quarter 2023 net sales. After the slow start to the season, demand increased significantly in the third quarter of 2023 as summer temperatures increased. The result was strong third quarter 2023 net sales, which somewhat offset the lower year-over-year first half 2023 results. Overall, full year results at Temperature Control is dependent upon ongoing weather conditions and customer inventory levels.

Engineered Solutions’ net sales for the nine months ended September 30, 2023 increased $8.3 million, or 4%, to $215.1 million compared to $206.8 million in the same period of 2022. Overall, net sales in our Engineered Solutions operating segment showed a year-over-year improvement driven by strong demand and new business wins, and we continue to be optimistic about the long-term growth potential of the complementary markets served in our newly created Engineered Solutions operating segment.

Index

Gross Margins. Gross margins, as a percentage of consolidated net sales, increased to 28.8% in the first nine months of 2023, compared to 27.5% during the same period in 2022. The following table summarizes gross margins by segment for the nine months ended September 30, 2023 and 2022, respectively (in thousands):

Nine Months Ended September 30,	Vehicle Control			Temperature Control			Engineered Solutions			Other		Total
2023
Net sales	$	559,303		$	293,123		$	215,090		$	—	$	1,067,516
Gross margins		179,446			83,452			44,398			—		307,296
Gross margin percentage		32.1	%		28.5	%		20.6	%		—		28.8	%

2022
Net sales	$	560,734		$	296,116		$	206,766		$	—	$	1,063,616
Gross margins		169,502			83,908			39,565			—		292,975
Gross margin percentage		30.2	%		28.3	%		19.1	%		—		27.5	%

Compared to the first nine months of 2022, gross margins at Vehicle Control increased 1.9 percentage points from 30.2% to 32.1%. Gross margins at Temperature Control increased 0.2 percentage points from 28.3% to 28.5%, and gross margins at Engineered Solutions increased 1.5 percentage points from 19.1% to 20.6%.

The gross margin percentage increase in our Vehicle Control operating segment reflects the positive impact of increased pricing and operating performance, which more than offset increases in material and labor costs, as well as the lower fixed cost absorption due to lower production levels than those achieved in the same period in 2022. The gross margin percentage increase in our Temperature Control operating segment reflects the impact increased pricing and the higher sales volumes in the third quarter of 2023; while the gross margin percentage increase at our Engineered Solutions operating segment is driven primarily by favorable customer sales mix and increased pricing. All of our operating segments were negatively impacted by the ongoing inflationary cost increases in certain raw materials, labor and transportation expenses. While we anticipate continued margin pressure resulting from inflationary headwinds, we believe that our annual cost savings initiatives coupled with our ability to pass through higher prices to our customers should help to offset much of this impact to our gross margins.

Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) were $223.3 million, or 20.9% of consolidated net sales, in the first nine months of 2023, as compared to $204.6 million, or 19.2% of consolidated net sales in the first nine months of 2022. The $18.7 million increase in SG&A expenses as compared to the first nine months of 2022 is principally due to (1) higher interest rate related costs of $14.3 million incurred in our supply chain financing arrangements, and (2) higher distribution costs. Excluding the impact of the incremental interest rate costs incurred in our supply chain financing arrangements, SG&A expenses in the nine months of 2023 were 19.6% of consolidated net sales, slightly higher than the percentage in the comparable prior year period.

Restructuring and Integration Expenses. Restructuring and integration expenses were $1.4 million in nine months ended September 30, 2023 compared to $44,000 in the comparable period of 2022. Restructuring and integration expenses incurred in the first nine months of 2023 relate to product line relocations from our Independence, Kansas manufacturing facility and from our St. Thomas, Canada manufacturing facility to our manufacturing facilities in Reynosa, Mexico, as part of our Cost Reduction Initiative announced during the fourth quarter of 2022. Total restructuring expenses incurred during the nine months ended September 30, 2023 related to the initiative of $1.4 million consisted of (1) expenses of approximately $1.1 million consisting of employee severance and bonuses related to our product line relocations, and (2) expenses of approximately $0.3 million related to the relocation of machinery and equipment to our manufacturing facilities in Reynosa, Mexico. Additional restructuring costs related to the initiative and expected to be incurred, are approximately $0.5 million. We anticipate that the Cost Reduction Initiative will be substantially completed by the end of 2023.

Index

Operating Income. Operating income was $82.7 million, or 7.7% of consolidated net sales, in the nine months ended September 30, 2023, compared to $88.4 million, or 8.3% of consolidated net sales, in the nine months ended September 30, 2022. The year-over-year decrease in operating income of $5.7 million is the result of higher SG&A expenses, consisting primarily of higher interest rate related costs of $14.3 million incurred in our supply chain financing arrangements, and higher restructuring and integration expenses offset, in part, by higher net sales and gross margins as a percentage of sales.

Other Non-Operating Income (Expense), Net. Other non-operating income, net was $2.8 million in the first nine months of 2023, compared to $4.9 million in the first nine months of 2022. The year-over-year decrease in other non-operating income, net results from the decrease in year-over-year equity income from our joint ventures, and the unfavorable impact of changes in foreign currency exchange rates. The decline in equity income from our joint ventures is due, in part, to lower production levels related to inventory reduction plans, and the impact of our acquisition of an additional 15% equity interest in Gwo Yng. Commencing in July 2023, on the date of our 15% increase equity interest, the financial results of Gwo Yng were no longer accounted for under the equity method of accounting. Instead, Gwo Yng’s financial results were reported on a consolidated basis, resulting in lower joint venture equity income.

Interest Expense. Interest expense increased to $10.8 million in the first nine months of 2023, compared to $6.3 million for the same period in 2022. The year-over-year increase in interest expense reflects the impact of higher year-over-year average interest rates on our credit facilities when compared to the first nine months of 2022.

Income Tax Provision. The income tax provision for the nine months ended September 30, 2023 was $18.7 million at an effective tax rate of 25%, compared to $22.4 million at an effective tax rate of 25.7% for the same period in 2022. The lower effective tax rate in the nine months ended September 30, 2023 compared to the comparable period in 2022 results primarily from the income tax provision impact in 2022 related to the exercise of restricted stock in the third quarter of 2022. The exercise of annual restricted stock grants will occur in the fourth quarter of 2023 rather than in the third quarter as was the case in 2022.

Loss from Discontinued Operations. Loss from discontinued operations, net of income tax, during the nine months ended September 30, 2023 and 2022, reflects information contained in the actuarial studies performed as of August 31, 2023 and 2022, other information available and considered by us, and legal expenses associated with our asbestos related liability. During the first nine months of 2023 and 2022, the loss from discontinued operations, net of tax was $28.2 million and $17.1 million, respectively. The loss from discontinued operations for the nine months ended September 30, 2023 and 2022 includes (1) a $23.8 million and $18.5 million pre-tax provision, respectively, to increase our indemnity liability in line with the August 31, 2023 and 2022 actuarial studies; (2) legal and other administrative expenses, before taxes, of $3.8 million and $4.6 million for the nine months ended September 30, 2023 and 2022, respectively, and; (3) a $10.5 million pre-tax provision for the nine months ended September 30, 2023 related to a breach of contract legal proceeding. As discussed more fully in Note 18, “Commitments and Contingencies” in the notes to our consolidated financial statements (unaudited), we are responsible for certain future liabilities relating to alleged exposure to asbestos containing products.

Net Earnings Attributable to Noncontrolling Interest. Net earnings (loss) attributable to noncontrolling interest relates to the minority shareholders’ interest in our 70% owned joint venture in Hong Kong, with operations in Shanghai and Wuxi, China (“Trombetta Asia, Ltd.”) and, in our 80% ownership in Gwo Yng, commencing in July 2023 upon the completion of our step acquisition. Net earnings attributable to the noncontrolling interest was $152,000 and $129,000 during the nine months ended September 30, 2023 and 2022, respectively. For additional information on the Gwo Yng step acquisition, see Note 3, “Business Acquisitions and Investments,” in the notes to our consolidated financial statements (unaudited).

Index

Restructuring and Integration Programs

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

Liquidity and Capital Resources

Our primary cash requirements include working capital, capital expenditures, regular quarterly dividends, stock repurchases, principal and interest payments on indebtedness and acquisitions. The following table summarizes our primary sources of funds including ongoing net cash flows from operating activities and availability under our Credit Agreement.

	September 30,					December 31,
(In thousands)	2023		2022			2022

Operating cash flows	$	132,893	$	(75,475	)
Total debt	$	147,596	$	269,536		$	239,620
Cash and cash equivalents		28,485		17,525			21,150
Net debt	$	119,111	$	252,011		$	218,470
Remaining borrowing capacity	$	343,981	$	227,881		$	255,631
Total liquidity		372,466		245,406			276,781

Operating Activities. During the first nine months of 2023, cash provided by operating activities was $132.9 million compared to cash used in operating activities of $75.5 million in the same period of 2022. The increase in cash provided by operating activities resulted primarily from the smaller year-over-year increase in accounts receivable, the decrease in inventories compared to an increase in inventories in the prior year, the increase in accounts payable compared to a decrease in accounts payable in the prior year, the decrease in prepaid expenses and other current assets compared to an increase in prepaid expenses and other current assets in the prior year, and the larger year-over-year increase in sundry payables and accrued expenses offset, in part, by the decrease in net earnings.

Net earnings during the first nine months of 2023 were $27.9 million compared to $47.5 million in the first nine months of 2022. During the first nine months of 2023, (1) the increase in accounts receivable was $38.9 million compared to the year-over-year increase in accounts receivable of $51.9 million in 2022; (2) the decrease in inventories was $54.3 million compared to the year-over-year increase in inventories of $75.3 million in 2022; (3) the increase in accounts payable was $15.9 million compared to the year-over-year decrease in accounts payable of $31.8 million in 2022; (4) the decrease in prepaid expenses and other current assets was $2.9 million compared to the year-over-year increase in prepaid expenses and other current assets of $6.3 million in 2022; and (5) the increase in sundry payables and accrued expenses was $12.3 million compared to the year-over-year increase in sundry payables and accrued expenses of $3.8 million in 2022.

During the third quarter and first nine months of 2023, we generated operating cash flow of $93.5 million and $132.9 million, respectively, by reducing our inventory to more normalized levels while actively managing our accounts receivable and accounts payable. We will continue to manage our working capital to maximize our operating cash flow.

Investing Activities. Cash used in investing activities was $15.1 million in the first nine months of 2023, compared to $19.5 million in the same period of 2022. Investing activities during the first nine months of 2023 consisted of (1) the payment of $4 million for our acquisition of an additional 15% equity interest in Foshan GWO YNG SMP Vehicle Climate Control & Cooling Products Co., Ltd. (“Gwo Yng”) and (2) capital expenditures of $18 million offset, in part, by cash acquired of $6.8 million in the Gwo Yng step acquisition. Investing activities during the first nine months of 2022 consisted of capital expenditures of $19.5 million.

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Financing Activities. Cash used in financing activities was $111 million in the first nine months of 2023 as compared to cash provided by financing activities of $92 million in the same period of 2022. During the first nine months of 2023, we (1) reduced our borrowings under our Credit Agreement by $92.1 million; and (2) paid dividends of $18.8 million. Cash provided by our operating activities was used to reduce our borrowings under our Credit Agreement, fund our investing activities and pay dividends.

In June 2022, we entered into a new credit agreement with JPMorgan Chase Bank, N.A., as agent. The new credit agreement provides for a $500 million credit facility comprised of a $100 million term loan facility and a $400 million revolving credit facility. During the first nine months of 2022, we (1) increased our borrowings under our credit facilities by $143.2 million; (2) repaid $1.7 million of other debt and lease obligations: (3) made cash payments of $2.1 million for debt issuance costs in connection with our refinancing; (4) made cash payments for the repurchase of shares of our common stock of $29.7 million; and (5) paid dividends of $17.6 million. Cash provided by borrowings under our credit facilities were used to fund our operating activities, investing activities, payment of debt issuance costs, purchase shares of our common stock and pay dividends.

Dividends of $18.8 million and $17.6 million were paid in 2023 and 2022, respectively. In February 2023, our Board of Directors voted to increase our quarterly dividend from $0.27 per share in 2022 to $0.29 per share in 2023.

Liquidity.

Our primary sources of funds are ongoing net cash flows from operating activities and availability under our Credit Agreement (as detailed below).

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

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

In July 2022, our Board of Directors authorized the purchase of up to $30 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. To date, there have been no repurchases of our common stock under the program.

Material Cash Commitments

Material cash commitments as of September 30, 2023 consist of required cash payments to service our outstanding borrowings of $147.4 million under our Credit Agreement with JPMorgan Chase Bank, N.A., as agent, and the future minimum cash requirements of $129.7 million through 2034 under operating leases. All of our other cash commitments as of September 30, 2023 are not material. For additional information related to our material cash commitments, see Note 8, “Leases,” and Note 9, “Credit Facilities and Long-Term Debt,” in the notes to our consolidated financial statements (unaudited).

We anticipate that our cash flow from operations, available cash, and available borrowings under our Credit Agreement will be adequate to meet our future liquidity needs for at least the next twelve months. Significant assumptions underlie this belief, including, among other things, that we will be able to mitigate the future impact, if any, of disruptions in the supply chain, Russia’s invasion of the Ukraine and resultant sanctions imposed by the U.S. and other governments, the geo-political impact of U.S. relations with China, future increases in interest rates, and significant inflationary cost increases in raw materials, labor and transportation that we are unable to pass through our customers, macroeconomic uncertainty, and that there will be no material adverse developments in our business, liquidity or capital requirements. If material adverse developments were to occur in any of these areas, there can be no assurance that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our Credit Agreement 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 Credit Agreement, our business could be adversely affected.

For further information regarding the risks in our business, refer to Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022.

Critical Accounting Policies

We have identified the accounting policies and estimates surrounding the “Valuation of Long-Lived and Intangible Assets and Goodwill,” and “Asbestos Litigation” as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies and estimates on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” where such policies and estimates affect our reported and expected financial results. There have been no material changes to these and other accounting policies and estimates from the information provided in Note 1 of the Notes to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022.

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You should be aware that preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. We can give no assurances that actual results will not differ from those estimates. Although we do not believe that there is a reasonable likelihood that there will be a material change in the future estimates, or in the assumptions that we use in calculating the estimates, the uncertain future effects, if any, of the disruptions in the supply chain, Russia’s invasion of the Ukraine and resultant sanctions imposed by the U.S. and other governments, the geo-political impact of U.S. relations with China, future increases in interest rates, inflation, macroeconomic uncertainty, and other unforeseen changes in the industry, or business, could materially impact the estimates, and may have a material adverse effect on our business, financial condition and results of operations.

Recently Issued Accounting Pronouncements

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

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.

Exchange Rate Risk

We have exchange rate exposure primarily with respect to the Canadian Dollar, the Euro, the British Pound, the Polish Zloty, the Hungarian Forint, the Mexican Peso, the Taiwan Dollar, the Chinese Yuan Renminbi and the Hong Kong Dollar. As of September 30, 2023 and December 31, 2022, 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 reduce our market risk to changes in interest rates on our variable rate borrowings, and to manage a portion of our exposure to changes in interest rates, we occasionally enter into interest rate swap agreements.

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As of September 30, 2023, we had approximately $147.4 million of outstanding borrowings under our Credit Agreement, of which approximately $47.4 million bears interest at variable rates of interest and $100 million bears interest at fixed rates, after consideration of the interest rate swap agreement entered into in June 2022. Additionally, we invest our excess cash in highly liquid short-term investments. Based upon our current level of borrowings under our facilities and our excess cash, the effect of a hypothetical, instantaneous and unfavorable change of 100 basis points in the interest rate may have an approximate $0.2 million annualized negative impact on our earnings or cash flows.

In addition, we are party to several supply chain financing arrangements, in which we may sell certain of our customers’ trade accounts receivable to such customers’ financial institutions. We sell our undivided interests in certain of these receivables at our discretion when we determine that the cost of these arrangements is less than the cost of servicing our receivables with existing debt. During the three months and nine months ended September 30, 2023, we sold $260.4 million and $643 million of receivables, respectively. Depending upon the level of sales of receivables pursuant these agreements, the effect of a hypothetical, instantaneous and unfavorable change of 100 basis points in the margin rate may have an approximate $2.6 million and $6.4 million negative impact on our earnings or cash flows during the three months and nine months ended September 30, 2023, respectively. The charge related to the sale of receivables is included in selling, general and administrative expenses in our consolidated statements of operations.

Other than the aforementioned, there have been no significant changes to the information presented in Item 7A (Market Risk) of our Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 4.

CONTROLS AND PROCEDURES

(a)	Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, as of the end of the period covered by this Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.

(b)	Changes in Internal Control Over Financial Reporting.

During the quarter ended September 30, 2023, 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.

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PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

The information required by this Item is incorporated herein by reference to the information set forth in Item 1, “Consolidated Financial Statements” of this Report under the caption “Asbestos” appearing in Note 18, “Commitments and Contingencies,” of the notes to our consolidated financial statements (unaudited).

ITEM 6.

EXHIBITS

Exhibit
Number

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

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

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SIGNATURES

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

	STANDARD MOTOR PRODUCTS, INC.
	(Registrant)

Date: October 27, 2023	/s/ Nathan R. Iles
	Nathan R. Iles
	Chief Financial Officer
	(Principal Financial and
	Accounting Officer)