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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

 

For the quarterly period ended September 30, 2017

 

Or

 

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

 

Commission file number:  1-4743

 

(Exact name of registrant as specified in its charter)

New York		11-1362020
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
37-18 Northern Blvd., Long Island City, N.Y.		11101
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

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

Yes ☑      No ☐

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

Yes ☑      No ☐

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

	Large Accelerated Filer ☑	Accelerated Filer ☐
	Non-Accelerated Filer    ☐	Smaller reporting company   ☐
	Emerging growth company    ☐      (Do not check if a smaller reporting 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 30, 2017, there were 22,618,211 outstanding shares of the registrant’s Common Stock, par value $2.00 per share.

 

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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

INDEX

PART I - FINANCIAL INFORMATION

 

		Page No.
Item 1.	Consolidated Financial Statements:
	Consolidated Statements of Operations (Unaudited) for the Three Months and Nine Months Ended September 30, 2017 and 2016	3
	Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months and Nine Months Ended September 30, 2017 and 2016	4
	Consolidated Balance Sheets as of September 30, 2017 (Unaudited) and December 31, 2016	5
	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2017 and 2016	6
	Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) for the Nine Months Ended September 30, 2017	7
	Notes to Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41

 

PART II – OTHER INFORMATION

 

Item 1.	Legal Proceedings	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 6.	Exhibits	43
Signatures		44

 

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)		2017				2016				2017				2016
		(Unaudited)								(Unaudited)
Net sales		$	281,058			$	300,795			$	876,165			$	828,683
Cost of sales			198,523				205,151				618,854				572,967
Gross profit			82,535				95,644				257,311				255,716
Selling, general and administrative expenses			54,800				61,277				172,236				169,033
Restructuring and integration expenses			1,132				1,115				3,914				2,127
Other income, net			316				322				946				881
Operating income			26,919				33,574				82,107				85,437
Other non-operating income, net			319				208				1,882				806
Interest expense			595				501				1,785				1,206
Earnings from continuing operations before taxes			26,643				33,281				82,204				85,037
Provision for income taxes			9,535				12,226				30,468				31,464
Earnings from continuing operations			17,108				21,055				51,736				53,573
Loss from discontinued operations, net of income taxes			(3,983	)			(425	)			(5,113	)			(1,495	)
Net earnings		$	13,125			$	20,630			$	46,623			$	52,078
Per Share Data:
Net earnings per common share – Basic:
Earnings from continuing operations		$	0.75			$	0.93			$	2.27			$	2.36
Discontinued operations			(0.17	)			(0.02	)			(0.22	)			(0.06	)
Net earnings per common share – Basic		$	0.58			$	0.91			$	2.05			$	2.30
Net earnings per common share – Diluted:
Earnings from continuing operations		$	0.74			$	0.91			$	2.22			$	2.32
Discontinued operations			(0.17	)			(0.02	)			(0.22	)			(0.06	)
Net earnings per common share – Diluted		$	0.57			$	0.89			$	2.00			$	2.26
Dividend declared per share		$	0.19			$	0.17			$	0.57			$	0.51
Average number of common shares			22,660,157				22,716,279				22,774,927				22,688,071
Average number of common shares and dilutive common shares			23,174,700				23,097,699				23,287,052				23,044,604

See accompanying notes to consolidated financial statements (unaudited).

 

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

		Three Months Ended September 30,								Nine Months Ended September 30,
(In thousands)		2017				2016				2017				2016
		(Unaudited)								(Unaudited)
Net earnings		$	13,125			$	20,630			$	46,623			$	52,078
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments			1,595				(188	)			7,051				(341	)
Pension and postretirement plans:
Amortization of:
Prior service benefit			—				(14	)			—				(41	)
Unrecognized (gain) loss			(165	)			194				(496	)			584
Unrecognized actuarial gains			—				—				472				301
Foreign currency exchange rate changes			—				—				—				4
Income tax related to pension and postretirement plans			66				(75	)			10				(347	)
Pension and postretirement plans, net of tax			(99	)			105				(14	)			501
Total other comprehensive income (loss), net of tax			1,496				(83	)			7,037				160
Comprehensive income		$	14,621			$	20,547			$	53,660			$	52,238

See accompanying notes to consolidated financial statements (unaudited).

 

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)		September 30, 2017				December 31, 2016
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	25,398			$	19,796
Accounts receivable, less allowances for discounts and doubtful accounts of $5,464 and $4,425 for 2017 and 2016, respectively			163,175				134,630
Inventories			332,601				312,477
Prepaid expenses and other current assets			12,703				7,318
Total current assets			533,877				474,221
Property, plant and equipment, net of accumulated depreciation of $192,937 and $191,551 for 2017 and 2016, respectively			86,738				78,499
Goodwill			67,451				67,231
Other intangibles, net			58,204				64,056
Deferred income taxes			50,575				51,127
Other assets			34,840				33,563
Total assets		$	831,685			$	768,697

 

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Notes payable		$	73,000			$	54,812
Current portion of long-term debt			47				43
Accounts payable			86,278				83,878
Sundry payables and accrued expenses			46,321				45,147
Accrued customer returns			45,074				40,176
Accrued rebates			36,416				29,127
Payroll and commissions			27,429				30,658
Total current liabilities			314,565				283,841
Long-term debt			90				120
Other accrued liabilities			13,881				12,380
Accrued asbestos liabilities			33,629				31,328
Total liabilities			362,165				327,669
Commitments and contingencies
Stockholders’ equity:
Common stock – par value $2.00 per share:
Authorized – 30,000,000 shares; issued 23,936,036 shares			47,872				47,872
Capital in excess of par value			102,173				96,850
Retained earnings			370,097				336,464
Accumulated other comprehensive income			(3,991	)			(11,028	)
Treasury stock – at cost (1,442,745 shares and 1,101,487 shares in2017 and 2016, respectively)			(46,631	)			(29,130	)
Total stockholders’ equity			469,520				441,028
Total liabilities and stockholders’ equity		$	831,685			$	768,697

See accompanying notes to consolidated financial statements (unaudited).

 

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)		Nine Months Ended September 30,
		2017				2016
		(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings		$	46,623			$	52,078
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			17,439				14,829
Amortization of deferred financing cost			258				260
Increase to allowance for doubtful accounts			889				266
Increase to inventory reserves			1,579				3,800
Amortization of deferred gain on sale of building			(786	)			(786	)
Equity income from joint ventures			(970	)			(735	)
Employee Stock Ownership Plan allocation			1,619				1,515
Stock-based compensation			5,663				4,104
Excess tax benefits related to exercise of  employee stock grants			—				(140	)
Decrease in deferred income taxes			700				802
Loss on discontinued operations, net of tax			5,113				1,495
Change in assets and liabilities:
Increase in accounts receivable			(27,753	)			(35,192	)
Increase in inventories			(18,746	)			(7,422	)
(Increase) decrease in prepaid expenses and other current assets			(4,805	)			5,426
Increase in accounts payable			90				9,900
Increase in sundry payables and accrued expenses			8,728				31,016
Net change in other assets and liabilities			1,120				1,752
Net cash provided by operating activities			36,761				82,968
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of and investments in businesses			—				(67,289	)
Capital expenditures			(17,710	)			(15,194	)
Other investing activities			6				191
Net cash used in investing activities			(17,704	)			(82,292	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under line-of-credit agreements			18,188				22,573
Net borrowings (payments) of long-term debt and capital lease obligations			(35	)			99
Purchase of treasury stock			(20,000	)			(377	)
Increase in overdraft balances			658				596
Excess tax benefits related to the exercise of employee stock grants			—				140
Dividends paid			(12,990	)			(11,566	)
Net cash provided by (used in) financing activities			(14,179	)			11,465
Effect of exchange rate changes on cash			724				(404	)
Net increase in cash and cash equivalents			5,602				11,737
CASH AND CASH EQUIVALENTS at beginning of period			19,796				18,800
CASH AND CASH EQUIVALENTS at end of period		$	25,398			$	30,537
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest		$	1,456			$	933
Income taxes		$	30,181			$	21,271

See accompanying notes to consolidated financial statements (unaudited).

 

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Nine Months Ended September 30, 2017

(Unaudited)

 

		Common Stock				Capital in Excess of Par Value				Retained Earnings				Accumulated Other Comprehensive Income (Loss)				Treasury Stock				Total
(In thousands)
Balance at December 31, 2016		$	47,872			$	96,850			$	336,464			$	(11,028	)		$	(29,130	)		$	441,028
Net earnings			—				—				46,623				—				—				46,623
Other comprehensive income (loss), net of tax			—				—				—				7,037				—				7,037
Cash dividends paid			—				—				(12,990	)			—				—				(12,990	)
Purchase of treasury stock			—				—				—				—				(20,000	)			(20,000	)
Stock-based compensation			—				4,309				—				—				1,354				5,663
Employee Stock Ownership Plan			—				1,014				—				—				1,145				2,159
Balance at September 30, 2017		$	47,872			$	102,173			$	370,097			$	(3,991	)		$	(46,631	)		$	469,520

 

See accompanying notes to consolidated financial statements (unaudited).

 

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1.

Basis of Presentation

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

 

The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016.  The unaudited consolidated financial statements include our accounts and all domestic and international companies in which we have more than a 50% equity ownership.  Our investments in unconsolidated affiliates are accounted for on the equity method, as we do not have a controlling financial interest but have the ability to exercise significant influence.  All significant inter-company items have been eliminated.

 

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

Reclassification

Certain prior period amounts in the accompanying consolidated financial statements and related notes have been reclassified to conform to the 2017 presentation.

 

Note 2.

Summary of Significant Accounting Policies

The preparation of consolidated annual and quarterly financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods.  We have made a number of estimates and assumptions in the preparation of these consolidated financial statements.  We can give no assurance that actual results will not differ from those estimates.  Some of the more significant estimates include allowances for doubtful accounts, realizability of inventory, goodwill and other intangible assets, depreciation and amortization of long-lived assets, product liability, other postretirement benefits, asbestos, environmental and litigation matters, the valuation of deferred tax assets and sales return allowances.

 

There have been no material changes to our critical accounting policies and estimates from the information provided in Note 1 of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016.

 

Recently Issued Accounting Pronouncements

Standard not yet adopted as of September 30, 2017

 

 

Standard		Description		Date of adoption		Effects on the financial statements or other significant matters
Standards that are not yet adopted as of September 30, 2017
ASU 2016-02, Leases		This standard outlines the need to recognize a right-of-use asset and a lease liability for virtually all leases (other than leases that meet the definition of a short-term lease).  For income statement purposes, the FASB retained the dual model, requiring leases to be classified as either operating or financing.  Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern.		January 1, 2019, with early adoption permitted		The new standard must be adopted utilizing a modified retrospective transition, and provides for certain expedients.  The new standard will require that we recognize all of our leases, including our current operating leases, on the balance sheet.  To date, we have taken an inventory of all of our operating leases, which consist primarily of real estate and auto leases, and are currently evaluating the appropriate discount rates to use in calculating the right to use asset.  We will be continuously assessing the impact of the new standard and the impact on our systems and processes through January 1, 2019, our planned date of adoption.
ASU 2016-15, Statement of Cash Flows		This standard is intended to reduce diversity in practice and to provide guidance as to how certain cash receipts and cash payments are presented and classified in the statement of cash flows.		January 1, 2018, with early adoption permitted		The new standard requires application using a retrospective transition method.  We do not anticipate that the adoption of this standard will have a material effect on our consolidated financial statements.
ASU 2017-04, Simplifying the Test for Goodwill Impairment		This standard is intended to simplify the accounting for goodwill impairment.  ASU 2017-04 removes Step 2 of the test, which requires a hypothetical purchase price allocation.  A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.		January 1, 2020, with early adoption permitted		The new standard should be applied prospectively.  We will consider the new standard when performing our annual impairment test and evaluate when we will adopt the new standard.
ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost		This standard requires employers that present operating income in their consolidated statement of operations to include only the service cost component of net periodic pension cost and net periodic postretirement benefit cost in operating expenses (together with other employee compensation costs).  The other components of net benefit cost, including amortization of prior service cost/credit, and settlement and curtailment effects, are to be included in other non-operating income (expense).  The new standard requires retrospective reclassification of the effects of the new standard on the statement of operations.		January 1, 2018, with early adopted permitted		The new standard will require that we retrospectively reclassify all components of net periodic pension cost and net periodic postretirement benefit cost, other than the service cost component, in our statement of operations from selling, general and administrated expenses, as presently reported, to other non-operating income (expense).

 

Standard		Description		Date of adoption		Effects on the financial statements or other significant matters
Standards that were adopted
ASU 2015-17, Balance Sheet Classification of Deferred Taxes		This standard requires entities with a classified balance sheet to present all deferred tax assets and liabilities as noncurrent. The new guidance requires entities to offset all deferred tax assets and liabilities (and valuation allowances) for each tax-paying jurisdiction within each tax-paying component.  The net deferred tax must be presented as a single noncurrent amount.		January 1, 2017		The adoption of the new standard resulted in the reclassification of deferred tax assets previously reported as current deferred tax assets to noncurrent deferred tax assets in our consolidated balance sheets.  We adopted the new standard retrospectively, and as such, all prior period current deferred tax assets in our consolidated balance sheets have also been reclassified to noncurrent deferred tax assets for comparative purposes.
ASU 2015-11, Simplifying the Measurement of Inventory		This standard changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value for entities that measure inventory using first-in, first-out or average cost.  In addition, this standard eliminates the requirement for these entities to consider replacement cost or net realizable value less an approximate normal profit margin when measuring inventory.		January 1, 2017		The prospective adoption of the new standard did not have a material effect on our consolidated financial statements.
ASU 2016-09, Improvements to Employee Share-Based Payment Accounting		This standard requires (1) that the tax effects related to share-based payments at settlement (or expiration) be recorded through the tax provision (benefit) in the income statement rather than in equity as permitted under prior guidance under certain circumstances; (2) that all tax-related cash flows resulting from share-based payments be reported as operating activities on the statement of cash flows, a change from the requirement to present windfall tax benefits as an inflow from financing activities and an outflow from operating activities; and (3) that when computing diluted earnings per share, the effect of “windfall” tax benefits be excluded from the hypothetical proceeds used to calculate the repurchase of shares under the treasury stock method.		January 1, 2017		We adopted the new standard prospectively.  The adoption of the new standard did not have a material effect on our consolidated financial statements for the three months and nine months ended September 30, 2017, and based upon the current price of our common stock, we do not expect that the adoption of the new standard will have a material effect on our consolidated financial statements for the year ended December 31, 2017.

 

Note 3.

Business Acquisitions and Investments

2016 Business Acquisitions

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

 

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

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

(1)

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

 

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

 

Incremental net sales from the acquisition included in our consolidated statements of operations were $38.4 million for the nine months ended September 30, 2017.

Note 4.

Restructuring and Integration Expenses

The aggregated liabilities included in “sundry payables and accrued expenses” and “other accrued liabilities” in the consolidated balance sheet relating to the restructuring and integration activities as of December 31, 2016 and September 30, 2017 and activity for the nine months ended September 30, 2017 consisted of the following (in thousands):

		Workforce Reduction				Other Exit Costs				Total
Exit activity liability at December 31, 2016		$	2,576			$	—			$	2,576
Restructuring and integration costs:
Amounts provided for during 2017			2,346				1,568				3,914
Cash payments			(1,597	)			(1,568	)			(3,165	)
Foreign Currency Exchange Rate Changes			76				—				76
Exit activity liability at September 30, 2017		$	3,401			$	—			$	3,401

Restructuring Costs

Plant Rationalization Program

In February 2016, in connection with our ongoing efforts to improve operating efficiencies and reduce costs, we finalized our intention to implement a plant rationalization initiative.  As part of the plant rationalization, certain production activities will be relocated from our Grapevine, Texas manufacturing facility to facilities in Greenville, South Carolina and Reynosa, Mexico, certain service functions will be relocated from Grapevine, Texas to our administrative offices in Lewisville, Texas, and our Grapevine, Texas facility will be closed.  As of September 30, 2017, a substantial amount of our Grapevine, Texas production activities have been relocated to facilities in Greenville, South Carolina and Reynosa, Mexico.  In addition, as part of the program, certain production activities were relocated from our Greenville, South Carolina manufacturing facility to our manufacturing facility in Bialystok, Poland.  Restructuring and integration expenses expected to be incurred throughout the program of approximately $5.7 million consists of employee severance and relocation of certain machinery and equipment.  Through September 30, 2017, total restructuring and integration expenses related to the program of $5.2 million were recognized.  We anticipate that the plant rationalization will be completed by the end of 2017.

 

Activity, by segment, for the nine months ended September 30, 2017 related to our plant rationalization program consisted of the following (in thousands):

		Engine Management				Temperature Control				Other				Total
Exit activity liability at December 31, 2016		$	11			$	2,043			$	—			$	2,054
Restructuring and integration costs:
Amounts provided for during 2017			629				1,381				—				2,010
Cash payments			(640	)			(1,526	)			—				(2,166	)
Exit activity liability at September 30, 2017		$	—			$	1,898			$	—			$	1,898

Orlando Plant Rationalization Program

In January 2017, to further our ongoing efforts to improve operating efficiencies and reduce costs, we finalized our intention to implement a plant rationalization initiative at our Orlando, Florida facility.  As part of the plant rationalization, we will relocate production activities from our Orlando, Florida manufacturing facility to Independence, Kansas, and close our Orlando, Florida facility.  In addition, certain production activities will be relocated from our Independence, Kansas manufacturing facility to our manufacturing facility in Reynosa, Mexico.  Restructuring and integration expenses expected to be incurred throughout the program of approximately $2.6 million consists of employee severance and relocation of certain machinery and equipment.  Through September 30, 2017, total restructuring and integration expenses related to the program of $1.1 million were recognized.  We anticipate that the Orlando plant rationalization will be completed by the end of the second quarter of 2018.

Activity, by segment, for the nine months ended September 30, 2017 related to our Orlando plant rationalization program consisted of the following (in thousands):

 

		Engine Management				Temperature Control				Other				Total
Exit activity liability at December 31, 2016		$	—			$	—			$	—			$	—
Restructuring and integration costs:
Amounts provided for during 2017			1,127				—				—				1,127
Cash payments			(311	)			—				—				(311	)
Exit activity liability at September 30, 2017		$	816			$	—			$	—			$	816

Integration Costs

Wire and Cable Relocation

In connection with our acquisition of the North American automotive ignition wire business of General Cable Corporation in May 2016, we incurred certain integration expenses, including costs incurred in connection with the consolidation of the General Cable Corporation Altoona, Pennsylvania wire distribution center into our existing wire distribution center in Edwardsville, Kansas and the relocation of certain machinery and equipment.  In October 2016, we further announced our plan to relocate all production from the acquired Nogales, Mexico wire set assembly operation to our existing wire assembly facility in Reynosa, Mexico and to close the Nogales, Mexico plant.  Integration expenses expected to be incurred related to the closure of the Nogales, Mexico plant include employee severance and the relocation of certain machinery and equipment.  Total integration expenses of $2.9 million are expected to be incurred related to the wire and cable relocation program.  Through September 30, 2017, integration expenses related to the program of $1.5 million were recognized.  We anticipate that the wire and cable relocation program will be completed by the end of the first quarter of 2018.

 

Activity, by segment, for the nine months ended September 30, 2017 related to our wire and cable relocation program consisted of the following (in thousands):

		Engine Management				Temperature Control				Other				Total
Exit activity liability at December 31, 2016		$	522			$	—			$	—			$	522
Restructuring and integration costs:
Amounts provided for during 2017			777				—				—				777
Cash payments			(688	)			—				—				(688	)
Foreign Currency Exchange Rate Changes			76				—				—				76
Exit activity liability at September 30, 2017		$	687			$	—			$	—			$	687

 

Note 5.

Sale of Receivables

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

 

Pursuant to these agreements, we sold $210.6 million and $614.6 million of receivables during the three months and nine months ended September 30, 2017, respectively, and $229.2 million and $596.8 million for the comparable periods in 2016.  A charge in the amount of $6 million and $17.6 million related to the sale of receivables is included in selling, general and administrative expense in our consolidated statements of operations for the three months and nine months ended September 30, 2017, respectively, and $6 million and $14.9 million for the comparable periods in 2016.  If we do not enter into these arrangements or if any of the financial institutions with which we enter into these arrangements were to experience financial difficulties or otherwise terminate these arrangements, our financial condition, results of operations and cash flows could be materially and adversely affected by delays or failures to collect future trade accounts receivable.

Note 6.

Inventories

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

		September 30, 2017				December 31, 2016
		(In thousands)
Finished goods		$	214,640			$	203,700
Work-in-process			7,708				6,823
Raw materials			110,253				101,954
Total inventories		$	332,601			$	312,477

 

Note 7.

Acquired Intangible Assets

Acquired identifiable intangible assets consist of the following:

		September 30, 2017				December 31, 2016
		(In thousands)
Customer relationships		$	87,376			$	87,070
Trademarks and trade names			6,800				6,800
Non-compete agreements			3,200				3,189
Patents			723				723
Supply agreements			800				800
Leaseholds			160				160
Total acquired intangible assets			99,059				98,742
Less accumulated amortization (1)			(41,945	)			(35,830	)
Net acquired intangible assets		$	57,114			$	62,912

(1)

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

Total amortization expense for acquired intangible assets was $1.9 million and $6.1 million for the three months and nine months ended September 30, 2017, respectively, and $2.2 million and $4.9 million for the comparable periods in 2016.  Based on the current estimated useful lives assigned to our acquired intangible assets, amortization expense is estimated to be $1.9 million for the remainder of 2017, $7.6 million in 2018, $6.3 million in 2019, $5.9 million in 2020 and $30.2 million in the aggregate for the years 2021 through 2031.

Note 8.

Credit Facilities and Long-Term Debt

Total debt outstanding is summarized as follows:

		September 30, 2017				December 31, 2016
		(In thousands)
Revolving credit facilities		$	73,000			$	54,812
Other			137				163
Total debt		$	73,137			$	54,975
Current maturities of debt		$	73,047			$	54,855
Long-term debt			90				120
Total debt		$	73,137			$	54,975

Revolving Credit Facility

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

 

Borrowings under the credit agreement are secured by substantially all of our assets, including accounts receivable, inventory and certain fixed assets, and those of certain of our subsidiaries.  Availability under the credit agreement is based on a formula of eligible accounts receivable, eligible inventory, eligible equipment and eligible fixed assets.  After taking into account outstanding borrowings under the credit agreement, there was an additional $170.2 million available for us to borrow pursuant to the formula at September 30, 2017.  Outstanding borrowings under the credit agreement, which are classified as current liabilities, were $73 million and $54.8 million at September 30, 2017 and December 31, 2016, respectively.  Borrowings under the credit agreement have been classified as current liabilities based upon the accounting rules and certain provisions in the agreement.

 

At September 30, 2017, the weighted average interest rate on our credit agreement was 2.5%, which consisted of $73 million in direct borrowings.  At December 31, 2016, the weighted average interest rate on our credit agreement was 2.3%, which consisted of $45 million in direct borrowings at 2% and an alternative base rate loan of $9.8 million at 4%.  During the nine months ended September 30, 2017, our average daily alternative base rate loan balance was $4.6 million, compared to a balance of $2.9 million for the nine months ended September 30, 2016, and a balance of $2.6 million for the year ended December 31, 2016.

 

At any time that our borrowing availability is less than the greater of either (a) $25 million, or 10% of the commitments if fixed assets are not included in the borrowing base, or (b) $31.25 million, or 12.5% of the commitments if fixed assets are included in the borrowing base, the terms of the credit agreement provide for, among other provisions, a financial covenant requiring us, on a consolidated basis, to maintain a fixed charge coverage ratio of 1:1 at the end of each fiscal quarter (rolling four quarters).  As of September 30, 2017, we were not subject to these covenants.  The credit agreement permits us to pay cash dividends of $20 million and make stock repurchases of $20 million in any fiscal year subject to a minimum availability of $25 million.  Provided specific conditions are met, the credit agreement also permits acquisitions, permissible debt financing, capital expenditures, and cash dividend payments and stock repurchases of greater than $20 million.

 

Deferred Financing Costs

We had deferred financing costs of $1 million and $1.3 million as of September 30, 2017 and December 31, 2016, respectively.  Deferred financing costs are related to our revolving credit facility.  Deferred financing costs as of September 30, 2017 are being amortized in the amounts of $0.1 million for the remainder of 2017, $0.3 million in 2018, $0.3 million in 2019 and $0.3 million in 2020.

 

Note 9.

Accumulated Other Comprehensive Income

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

		Three Months Ended September 30, 2017
		Foreign Currency Translation Adjustments				Unrecognized Postretirement Benefit Costs (Credit)				Total
Balance at June 30, 2017		$	(5,796	)		$	309			$	(5,487	)
Other comprehensive income before reclassifications			1,595				—				1,595
Amounts reclassified from accumulated other comprehensive income			—				(99	)			(99	)
Other comprehensive income, net			1,595				(99	)			1,496
Balance at September 30, 2017		$	(4,201	)		$	210			$	(3,991	)

		Nine Months Ended September 30, 2017
		Foreign Currency Translation Adjustments				Unrecognized Postretirement Benefit Costs (Credit)				Total
Balance at December 31, 2016		$	(11,252	)		$	224			$	(11,028	)
Other comprehensive income before reclassifications			7,051				283				7,334
Amounts reclassified from accumulated other comprehensive income			—				(297	)			(297	)
Other comprehensive income, net			7,051				(14	)			7,037
Balance at September 30, 2017		$	(4,201	)		$	210			$	(3,991	)

Reclassifications Out of Accumulated Other Comprehensive Income (in thousands)

Details About Accumulated Other Comprehensive Income Components		Three Months Ended September 30, 2017				Nine Months Ended September 30, 2017
Amortization of postretirement benefit plans:
Prior service benefit (1)		$	—			$	—
Unrecognized (gain) loss (1)			(165	)			(496	)
Total before income tax			(165	)			(496	)
Income tax expense			66				199
Total reclassifications for the period		$	(99	)		$	(297	)

 

(1)

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

Note 10.

Stock-Based Compensation Plans

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

 

Restricted and Performance Stock Grants

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

 

Our restricted and performance-based share activity was as follows for the nine months ended September 30, 2017:

		Shares				Weighted Average Grant Date Fair Value Per Share
Balance at December 31, 2016			822,848			$	30.46
Granted			8,450				42.83
Vested			(36,577	)			24.16
Forfeited			(5,925	)			36.41
Balance at September 30, 2017			788,796			$	30.84

We recorded compensation expense related to restricted shares and performance-based shares of $5.1 million ($3.2 million, net of tax) and $3.7 million ($2.3 million, net of tax) for the nine months ended September 30, 2017 and 2016, respectively. The unamortized compensation expense related to our restricted and performance-based shares was $11.1 million at September 30, 2017, and is expected to be recognized as they vest over a weighted average period of 4.9 years and 0.6 years for employees and directors, respectively.

Note 11.

Employee Benefits

We provided, and continue to provide, certain medical and dental care benefits to eligible retired U.S. and Canadian employees. Under the U.S. plan, for non-union employees, a Health Reimbursement Account (“HRA”) was established beginning January 1, 2009 for each qualified U.S. retiree.  Annually, and through the year ended December 31, 2016, a fixed amount was credited into the HRA to cover both medical and dental costs for all current and future eligible retirees.  Under the Canadian plan, retiree medical and dental benefits were funded using insurance contracts.  Premiums under the insurance contracts were funded on a pay-as-you-go basis.  The postretirement medical plans to substantially all eligible U.S. and Canadian employees terminated on December 31, 2016.  For U.S. plan participants, balances in the HRA accounts at December 31, 2016 will remain available for use until December 31, 2018.  Any remaining balance at December 31, 2018 will be forfeited.  Postretirement medical and dental benefits to eligible employees will continue to be provided to the 24 former union employees in the U.S.

 

The components of net periodic benefit cost for our postretirement benefit plans for the three months and nine months ended September 30, 2017 and 2016 were as follows (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
Postretirement benefits		2017				2016				2017				2016
Service cost		$	—			$	—			$	—			$	—
Interest cost			2				4				6				10
Amortization of prior service cost			—				(14	)			—				(41	)
Actuarial net loss			(165	)			194				(496	)			584
Net periodic benefit cost (credit)		$	(163	)		$	184			$	(490	)		$	553

We maintain a defined contribution Supplemental Executive Retirement Plan for key employees.  Under the plan, these employees may elect to defer a portion of their compensation and, in addition, we may at our discretion make contributions to the plan on behalf of the employees.  In March 2017, we made company contributions to the plan of $0.3 million related to calendar year 2016.

 

We also have an Employee Stock Ownership Plan and Trust for employees who are not covered by a collective bargaining agreement.  In connection therewith, we maintain an employee benefits trust to which we contribute shares of treasury stock.  We are authorized to instruct the trustees to distribute such shares toward the satisfaction of our future obligations under the plan. The shares held in trust are not considered outstanding for purposes of calculating earnings per share until they are committed to be released.  The trustees will vote the shares in accordance with their fiduciary duties.  During the nine months ended September 30, 2017, we contributed to the trust an additional 43,300 shares from our treasury and released 43,300 shares from the trust leaving 200 shares remaining in the trust as of September 30, 2017.

Note 12.

Fair Value Measurements

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

 

Note 13.

Earnings Per Share

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

		Three Months Ended September 30,								Nine Months Ended September 30,
		2017				2016				2017				2016
Basic Net Earnings Per Common Share:
Earnings from continuing operations		$	17,108			$	21,055			$	51,736			$	53,573
Loss from discontinued operations			(3,983	)			(425	)			(5,113	)			(1,495	)
Net earnings available to common stockholders		$	13,125			$	20,630			$	46,623			$	52,078
Weighted average common shares outstanding			22,660				22,716				22,775				22,688
Earnings from continuing operations per common share		$	0.75			$	0.93			$	2.27			$	2.36
Loss from discontinued operations per common share			(0.17	)			(0.02	)			(0.22	)			(0.06	)
Basic net earnings per common share		$	0.58			$	0.91			$	2.05			$	2.30
Diluted Net Earnings Per Common Share:
Earnings from continuing operations		$	17,108			$	21,055			$	51,736			$	53,573
Loss from discontinued operations			(3,983	)			(425	)			(5,113	)			(1,495	)
Net earnings available to common stockholders		$	13,125			$	20,630			$	46,623			$	52,078
Weighted average common shares outstanding			22,660				22,716				22,775				22,688
Plus incremental shares from assumed conversions:
Dilutive effect of restricted stock and performance-based stock			515				382				512				357
Weighted average common shares outstanding – Diluted			23,175				23,098				23,287				23,045
Earnings from continuing operations per common share		$	0.74			$	0.91			$	2.22			$	2.32
Loss from discontinued operations per common share			(0.17	)			(0.02	)			(0.22	)			(0.06	)
Diluted net earnings per common share		$	0.57			$	0.89			$	2.00			$	2.26

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

		Three Months Ended September 30,								Nine Months Ended September 30,
		2017				2016				2017				2016
Restricted and performance-based shares			218				297				232				326

 

Note 14.

Industry Segments

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

 

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

		Three Months Ended September 30,								Nine Months Ended September 30,
		2017				2016				2017				2016
Segment Net Sales (a)
Engine Management		$	196,776			$	200,782			$	631,439			$	580,311
Temperature Control			81,160				96,819				238,841				241,088
All Other			3,122				3,194				5,885				7,284
Consolidated		$	281,058			$	300,795			$	876,165			$	828,683
Intersegment Net Sales
Engine Management		$	6,207			$	5,189			$	19,350			$	15,878
Temperature Control			1,952				2,354				6,076				6,069
All Other			(8,159	)			(7,543	)			(25,426	)			(21,947	)
Consolidated		$	—			$	—			$	—			$	—
Product Line Net Sales (a)
Engine Management
Ignition, Emission and Fuel System Parts		$	155,544			$	157,108			$	498,802			$	477,242
Wire and Cable			41,232				43,674				132,637				103,069
Total Engine Management			196,776				200,782				631,439				580,311
Temperature Control
Compressors			44,733				53,941				132,278				130,941
Other Climate Control Parts			36,427				42,878				106,563				110,147
Total Temperature Control			81,160				96,819				238,841				241,088
All Other			3,122				3,194				5,885				7,284
Total		$	281,058			$	300,795			$	876,165			$	828,683
Operating Income
Engine Management		$	22,729			$	29,745			$	76,503			$	84,497
Temperature Control			7,714				9,283				19,943				17,097
All Other			(3,524	)			(5,454	)			(14,339	)			(16,157	)
Consolidated		$	26,919			$	33,574			$	82,107			$	85,437

(a)

Segment and product line net sales include intersegment sales in our Engine Management and Temperature Control segments.

 

Note 15.

Commitments and Contingencies

Asbestos

In 1986, we acquired a brake business, which we subsequently sold in March 1998 and which is accounted for as a discontinued operation. When we originally acquired this brake business, we assumed future liabilities relating to any alleged exposure to asbestos-containing products manufactured by the seller of the acquired brake business. In accordance with the related purchase agreement, we agreed to assume the liabilities for all new claims filed on or after September 2001. Our ultimate exposure will depend upon the number of claims filed against us on or after September 2001 and the amounts paid for indemnity and defense thereof.  At September 30, 2017, approximately 1,500 cases were outstanding for which we may be responsible for any related liabilities.  Since inception in September 2001 through September 30, 2017, the amounts paid for settled claims are approximately $23.5 million.

 

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

 

The most recent actuarial study was performed as of August 31, 2017.  The updated study has estimated an undiscounted liability for settlement payments, excluding legal costs and any potential recovery from insurance carriers, ranging from $35.2 million to $54 million for the period through 2060.  The change from the prior year study was a $4.2 million increase for the low end of the range and a $6.3 million increase for the high end of the range.  The increase in the estimated undiscounted liability from the prior year study at both the low end and high end of the range reflects our actual experience over the prior twelve months, our historical data and certain assumptions with respect to events that may occur in the future.  Based on the information contained in the actuarial study and all other available information considered by us, we have concluded that no amount within the range of settlement payments was more likely than any other and, therefore, in assessing our asbestos liability we compare the low end of the range to our recorded liability to determine if an adjustment is required.  Based upon the results of the August 31, 2017 actuarial study, in September 2017 we increased our asbestos liability to $35.2 million, the low end of the range, and recorded an incremental pre-tax provision of $6 million in earnings (loss) from discontinued operations in the accompanying statement of operations.  Future legal costs, which are expensed as incurred and reported in earnings (loss) from discontinued operations in the accompanying statement of operations, are estimated, according to the updated study, to range from $44.3 million to $79.6 million for the period through 2060.

 

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

 

Other Litigation

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

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, 2017 and 2016, we have accrued $24.8 million and $28.5 million, respectively, for estimated product warranty claims included in accrued customer returns.  The accrued product warranty costs are based primarily on historical experience of actual warranty claims.

 

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

		Three Months Ended September 30,								Nine Months Ended September 30,
		2017				2016				2017				2016
Balance, beginning of period		$	24,528			$	26,946			$	24,072			$	23,395
Liabilities accrued for current year sales			25,023				30,479				76,446				78,478
Settlements of warranty claims			(24,713	)			(28,921	)			(75,680	)			(73,369	)
Balance, end of period		$	24,838			$	28,504			$	24,838			$	28,504

 

ITEM 2.

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

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

Business Overview

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

 

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

 

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

Seasonality.  Historically, our operating results have fluctuated by quarter, with the greatest sales occurring in the second and third quarters of the year and revenues generally being recognized at the time of shipment. It is in these quarters that demand for our products is typically the highest, specifically in the Temperature Control Segment of our business.  In addition to this seasonality, the demand for our Temperature Control products during the second and third quarters of the year may vary significantly with the summer weather and customer inventories.  For example, a cool summer, as we experienced in 2017, may lessen the demand for our Temperature Control products, while a warm summer, as we experienced in 2016, may increase such demand.  As a result of this seasonality and variability in demand of our Temperature Control products, our working capital requirements typically peak near the end of the second quarter, as the inventory build‑up of air conditioning products is converted to sales and payments on the receivables associated with such sales have yet to be received. During this period, our working capital requirements are typically funded by borrowing from our revolving credit facility.

 

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

 

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

 

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

 

Interim Results of Operations:

Comparison of the Three Months Ended September 30, 2017 to the Three Months Ended September 30, 2016

Sales.  Consolidated net sales for the three months ended September 30, 2017 were $281.1 million, a decrease of $19.7 million, or 6.5%, compared to $300.8 million in the same period of 2016.  Consolidated net sales decreased due to the lower results achieved by both our Engine Management and Temperature Control Segments.

 

The following table summarizes consolidated net sales by segment and by major product group within each segment for the three months ended September 30, 2017 and 2016 (in thousands):

 

		Three Months Ended September 30,
		2017				2016
Engine Management:
Ignition, Emission and Fuel System Parts		$	155,544			$	157,108
Wire and Cable			41,232				43,674
Total Engine Management			196,776				200,782
Temperature Control:
Compressors			44,733				53,941
Other Climate Control Parts			36,427				42,878
Total Temperature Control			81,160				96,819
All Other			3,122				3,194
Total		$	281,058			$	300,795

Engine Management’s net sales decreased $4 million, or 2%, to $196.8 million for the three months ended September 30, 2017.  Net sales in the ignition, emissions and fuel systems parts product group for the three months ended September 30, 2017 were $155.5 million, a decrease of $1.6 million, or 1%, compared to $157.1 million in the same period of 2016.  Net sales in the wire and cable product group for the three months ended September 30, 2017 were $41.2 million, a decrease of $2.5 million, or 5.7%, compared to $43.7 million in the three months ended September 30, 2016.

 

Temperature Control’s net sales decreased $15.7 million, or 16.2%, to $81.2 million for the three months ended September 30, 2017.  Net sales in the compressors product group for the three months ended September 30, 2017 were $44.7 million, a decrease of $9.2 million, or 17%, compared to $53.9 million in the same period of 2016.  Net sales in the other climate control parts product group for the three months ended September 30, 2017 were $36.4 million, a decrease of $6.5 million, or 15%, compared to $42.9 million in the three months ended September 30, 2016.  Demand for our Temperature Control products decreased in the third quarter of 2017, as 2017 was a cool summer following a very warm 2016 and our customers focused on reducing their Temperature Control product inventories.  We anticipate a potential further decline in customer purchases in the fourth quarter of 2017, as our customers continue to adjust their inventories with anticipated demand.

Gross Margins.  Gross margins, as a percentage of consolidated net sales, decreased to 29.4% in the third quarter of 2017, compared to 31.8% in the third quarter of 2016.  The following table summarizes gross margins by segment for the three months ended September 30, 2017 and 2016, respectively (in thousands):

 

Three Months Ended September 30,		Engine Management				Temperature Control				Other				Total
2017
Net sales (a)		$	196,776			$	81,160			$	3,122			$	281,058
Gross margins			57,808				21,721				3,006				82,535
Gross margin percentage			29.4	%			26.8	%			—				29.4	%
2016
Net sales (a)		$	200,782			$	96,819			$	3,194			$	300,795
Gross margins			66,849				25,773				3,022				95,644
Gross margin percentage			33.3	%			26.6	%			—				31.8	%

 

(a)

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

Compared to the third quarter of 2016, gross margins at Engine Management decreased 3.9 percentage points from 33.3% to 29.4%, while gross margins at Temperature Control were essentially flat year-over-year.  The gross margin percentage decrease in Engine Management compared to the prior year reflects inefficiencies and redundant costs incurred during our various planned production moves.  The year-over-year gross margin benefit in Temperature Control resulting from the transfer of production manufacturing to our lower cost Reynosa, Mexico facility was partially offset by lower production volumes.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses (“SG&A”) decreased to $54.8 million, or 19.5% of consolidated net sales, in the third quarter of 2017, as compared to $61.3 million, or 20.4% of consolidated net sales, in the third quarter of 2016.  The $6.5 million decrease in SG&A expenses as compared to the third quarter of 2016 is principally due to lower selling, marketing and distribution expenses, all of which are associated with lower sales volumes, benefits from the General Cable integration, and lower incentive compensation expenses.

Restructuring and Integration Expenses.  Restructuring and integration expenses for both the third quarter of 2017 and 2016 were $1.1 million.  Restructuring and integration expenses relate to expenses incurred in connection with the plant rationalization program that commenced in February 2016, the wire and cable relocation program announced in October 2016, and the Orlando plant rationalization program that commenced in January 2017.

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

Operating Income.  Operating income decreased to $26.9 million in the third quarter of 2017, compared to $33.6 million in the third quarter of 2016.  The year-over year decrease in operating income of $6.7 million is the result of the impact of lower consolidated net sales, and lower gross margins as a percentage of consolidated net sales, which more than offset the impact of lower SG&A expenses.

Other Non-Operating Income, Net.  Other non-operating income, net was $0.3 million in the third quarter of 2017, compared to $0.2 million in the third quarter of 2016.  The favorable year-over-year impact of changes in foreign currency exchange rates more than offset the decrease in equity income from our joint ventures.

Interest Expense.  Interest expense increased slightly to $0.6 million in the third quarter of 2017, compared to $0.5 million in the third quarter of 2016.  The year-over-year increase in interest expense reflects the impact of higher year-over-year average interest rates on our revolving credit facility, which more than offset the impact of slightly lower average outstanding balances.

 

Income Tax Provision.  The income tax provision in the third quarter of 2017 was $9.5 million at an effective tax rate of 35.8% compared to $12.2 million at an effective tax rate of 36.7% for the same period in 2016.  The slightly lower year-over-year effective tax rate is primarily the result of slightly higher year-over-year tax credits and production deductions finalized in the third quarter of 2017 and 2016.

 

Loss from Discontinued Operations.  Loss from discontinued operations, net of income tax, reflects information contained in the most recent actuarial studies performed as of  August 31, 2017 and 2016, other information available and considered by us, and legal expenses associated with our asbestos-related liability.  During the third quarter of 2017 and 2016, we recorded a loss of $4 million and $0.4 million from discontinued operations, respectively.  The loss from discontinued operations for the third quarter of 2017 includes a $6 million pre-tax provision reflecting the impact of the results of the August 2017 actuarial study.  No adjustment was made in the third quarter of 2016 to our asbestos liability as the difference between the low end of the range in the August 2016 actuarial study and our recorded liability was not material.  As discussed more fully in Note 15 in the notes to our consolidated financial statements (unaudited), we are responsible for certain future liabilities relating to alleged exposure to asbestos containing products.

Comparison of the Nine Months Ended September 30, 2017 to the Nine Months Ended September 30, 2016

Sales.  Consolidated net sales for the nine months ended September 30, 2017 were $876.2 million, an increase of $47.5 million, or 5.7%, compared to $828.7 million in the same period of 2016.  Consolidated net sales increased due to the higher results achieved by our Engine Management Segment.

 

The following table summarizes consolidated net sales by segment and by major product group within each segment for the nine months ended September 30, 2017 and 2016 (in thousands):

		Nine months ended September 30,
		2017				2016
Engine Management:
Ignition, Emission and Fuel System Parts		$	498,802			$	477,242
Wire and Cable			132,637				103,069
Total Engine Management			631,439				580,311
Temperature Control:
Compressors			132,278				130,941
Other Climate Control Parts			106,563				110,147
Total Temperature Control			238,841				241,088
All Other			5,885				7,284
Total		$	876,165			$	828,683

Engine Management’s net sales increased $51.1 million, or 8.8%, to $631.4 million for the first nine months of 2017.  Net sales in the ignition, emissions and fuel systems parts product group for the nine months ended September 30, 2017 were $498.8 million, an increase of $21.6 million, or 4.5%, compared to $477.2 million in the same period of 2016.  Net sales in the wire and cable product group for the nine months ended September 30, 2017 were $132.6 million, an increase of $29.5 million, or 28.6%, compared to $103.1 million in the first nine months of 2016.  In May 2016, we acquired the North American automotive ignition wire business of General Cable Corporation.  Incremental net sales from the acquisition of $38.4 million were included in net sales of the wire and cable product group for the nine months ended September 30, 2017.  Excluding the incremental sales from the acquisition, net sales in the wire and cable product group declined $8.8 million, or 8.6%, and Engine Management net sales increased $12.7 million, or 2.2%, compared to the first nine months of 2016, in line with our expectations of low single digit organic growth.

 

Temperature Control’s net sales decreased $2.2 million, or 0.9%, to $238.8 million for the first nine months of 2017.  Net sales in the compressors product group for the nine months ended September 30, 2017 were $132.3 million, an increase of $1.4 million, or 1%, compared to $130.9 million in the same period of 2016.  Net sales in the other climate control parts product group for the nine months ended September 30, 2017 were $106.6 million, a decrease of $3.5 million, or 3.2%, compared to $110.1 million in the first nine months of 2016.  Temperature Control’s decrease in net sales for the first nine months of 2017 of 0.9% reflects the impact of a cool 2017 summer following a very warm 2016, and is slightly better than our customers’ reported year-to-date net sales decrease of 5%.  We anticipate a potential further decline in customer purchases in the fourth quarter of 2017, as our customers continue to adjust their inventories with anticipated demand.

Gross Margins.  Gross margins, as a percentage of consolidated net sales, decreased to 29.4% in the first nine months of 2017, compared to 30.9% during the same period in 2016.  The following table summarizes gross margins by segment for the nine months ended September 30, 2017 and 2016 (in thousands):

Nine Months Ended September 30,		Engine Management				Temperature Control				Other				Total
2017
Net sales (a)		$	631,439			$	238,841			$	5,885			$	876,165
Gross margins			187,531				62,539				7,241				257,311
Gross margin percentage			29.7	%			26.2	%			—				29.4	%
2016
Net sales (a)		$	580,311			$	241,088			$	7,284			$	828,683
Gross margins			187,956				60,447				7,313				255,716
Gross margin percentage			32.4	%			25.1	%			—				30.9	%