form10q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
(Mark One)
þ           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2011
or
 
o           TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.

Commission file number:  1-4743
 
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, N.Y.
11101
(Address of principal executive offices)
(Zip Code)

(718) 392-0200
(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 þ      No o

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 þ      No o

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  o
Accelerated Filer þ
Non-Accelerated Filer    o  (Do not check if a smaller reporting company)
Smaller reporting company   o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o      No þ

As of the close of business on July 31, 2011, there were 22,891,731 outstanding shares of the registrant’s Common Stock, par value $2.00 per share.
 


 
1

 

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

INDEX

PART I - FINANCIAL INFORMATION

     
Page No.
Item 1.
   
       
   
3
       
   
4
       
   
5
       
   
6
       
   
7
       
Item 2.
 
23
       
Item 3.
 
38
       
Item 4.
 
39
       
PART II – OTHER INFORMATION
 
       
Item 1.
 
40
       
Item 6.
 
42
       
42

 
2


PART I - FINANCIAL INFORMATION

ITEM 1.
CONSOLIDATED FINANCIAL STATEMENTS

STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS


   
Three Months Ended
   
Six Months Ended
 
(In thousands, except share and per share data)
 
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
   
(Unaudited)
   
(Unaudited)
 
                         
Net sales
  $ 244,005     $ 231,048     $ 464,235     $ 410,399  
Cost of sales
    180,832       172,659       347,910       308,192  
Gross profit
    63,173       58,389       116,325       102,207  
Selling, general and administrative expenses
    40,016       41,803       80,656       78,468  
Restructuring and integration expenses
    125       1,289       468       2,042  
Other income, net
    262       136       531       516  
Operating income
    23,294       15,433       35,732       22,213  
Other non-operating income, net
    176       162       443       180  
Interest expense
    1,045       2,002       2,402       3,866  
Earnings from continuing operations before taxes
    22,425       13,593       33,773       18,527  
Provision for income taxes
    8,732       5,532       13,069       7,599  
Earnings from continuing operations
    13,693       8,061       20,704       10,928  
Loss from discontinued operations, net of income taxes
    (355 )     (372 )     (659 )     (868 )
Net earnings
  $ 13,338     $ 7,689     $ 20,045     $ 10,060  
                                 
Per share data:
                               
Net earnings per common share – Basic:
                         
Earnings from continuing operations
  $ 0.60     $ 0.36     $ 0.91     $ 0.49  
Discontinued operations
    (0.02 )     (0.02 )     (0.03 )     (0.04 )
Net earnings per common share – Basic
  $ 0.58     $ 0.34     $ 0.88     $ 0.45  
                                 
Net earnings per common share – Diluted:
                         
Earnings from continuing operations
  $ 0.59     $ 0.35     $ 0.90     $ 0.48  
Discontinued operations
    (0.01 )     (0.01 )     (0.03 )     (0.03 )
Net earnings per common share – Diluted
  $ 0.58     $ 0.34     $ 0.87     $ 0.45  
                                 
Dividends declared per share
  $ 0.07     $ 0.05     $ 0.07     $ 0.05  
                                 
Average number of common shares
    22,867,323       22,570,886       22,787,337       22,493,031  
Average number of common shares and dilutive common shares
    23,196,125       23,529,898       23,438,247       22,584,666  


See accompanying notes to consolidated financial statements.

 
3


STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)
 
June 30,
2011
   
December 31,
2010
 
   
(Unaudited)
       
ASSETS
 
CURRENT ASSETS:
           
Cash and cash equivalents
  $  13,094     $  12,135  
Accounts receivable, less allowance for discounts and doubtful accounts of $7,319 and $6,779 for 2011 and 2010, respectively
     152,619        104,986  
Inventories, net
     236,451        241,158  
Deferred income taxes
    15,729       18,135  
Assets held for sale
    216       216  
Prepaid expenses and other current assets
    8,350       8,076  
Total current assets
     426,459        384,706  
                 
Property, plant and equipment, net
     61,240        60,666  
Goodwill
     14,304        1,437  
Other intangibles, net
     17,075        11,050  
Deferred income taxes
     13,352        21,347  
Other assets
     12,577        13,595  
Total assets
  $  545,007     $  492,801  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
CURRENT LIABILITIES:
               
Notes payable
  $ 67,805     $ 52,887  
Current portion of long-term debt
    108       12,402  
Accounts payable
    74,421       49,919  
Sundry payables and accrued expenses
    29,590       29,280  
Accrued customer returns
    37,306       23,207  
Accrued rebates
    29,172       23,668  
Payroll and commissions
    19,441       23,468  
Total current liabilities
    257,843       214,831  
                 
Long-term debt
    258       307  
Accrued postretirement benefits
    5,946       21,044  
Other accrued liabilities
    18,301       21,944  
Accrued asbestos liabilities
    25,533       24,792  
Total liabilities
    307,881       282,918  
                 
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
    78,705       77,471  
Retained earnings
    114,394       97,535  
Accumulated other comprehensive income
    7,428       716  
Treasury stock – at cost 1,049,180 and 1,276,044 shares in 2011 and 2010, respectively
    (11,273 )     (13,711 )
Total stockholders’ equity
    237,126       209,883  
Total liabilities and stockholders’ equity
  $ 545,007     $ 492,801  
 
 
See accompanying notes to consolidated financial statements.
 
 
4

 
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS


(In thousands)
 
Six Months Ended
June 30,
 
   
2011
   
2010
 
   
(Unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net earnings
  $ 20,045     $ 10,060  
Adjustments to reconcile net earnings to net cash used in operating activities:
               
Depreciation and amortization
    7,044       6,673  
Increase to allowance for doubtful accounts
    94       804  
Increase to inventory reserves
    1,092       2,241  
Amortization of deferred gain on sale of building
    (524 )     (524 )
Gain on disposal of property, plant and equipment
    (7 )     (151 )
Equity loss (income) from joint ventures
    (187 )     19  
Employee stock ownership plan allocation
    1,257       817  
Stock-based compensation
    997       921  
Decrease in deferred income taxes
    10,401       3,475  
Loss on discontinued operations, net of tax
    659       868  
Change in assets and liabilities:
               
Increase in accounts receivable
    (45,783 )     (49,519 )
Decrease (increase) in inventories
    7,442       (19,769 )
Increase in prepaid expenses and other current assets
    (13 )     (406 )
Increase in accounts payable
    14,718       26,244  
Increase in sundry payables and accrued expenses
    15,257       16,983  
Net changes in other assets and liabilities
    (11,481 )     (1,744 )
Net cash provided by (used in) operating activities
    21,011       (3,008 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Proceeds from the sale of property, plant and equipment
    28       12  
Net cash received from the sale of land and buildings
          873  
Divestiture of joint ventures
    1,000       1,000  
European distribution business
    675        
Capital expenditures
    (4,557 )     (5,838 )
Acquisitions of businesses and assets
    (26,984 )     (2,024 )
Net cash used in investing activities
    (29,838 )     (5,977 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Net borrowings under line-of-credit agreements
    14,919       11,366  
Principal payments of long-term debt and capital lease obligations
    (12,344 )     (312 )
Increase in overdraft balances
    9,591       4,739  
Proceeds from exercise of employee stock options
    145        
Excess tax benefits related to the exercise of employee stock grants
    15        
Adjustment to costs related to issuance of common stock
          36  
Dividends paid
    (3,186 )     (2,246 )
Net cash provided by financing activities
    9,140       13,583  
Effect of exchange rate changes on cash
    646       (499 )
Net increase in cash and cash equivalents
    959       4,099  
CASH AND CASH EQUIVALENTS at beginning of period
    12,135       10,618  
CASH AND CASH EQUIVALENTS at end of period
  $ 13,094     $ 14,717  
                 
                 
Supplemental disclosure of cash flow information:
               
Cash paid during the year for:
               
Interest
  $ 1,962     $ 2,882  
Income taxes
  $ 6,616     $ 1,141  
 
 
See accompanying notes to consolidated financial statements.
 
 
5

 
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
Six Months Ended June 30, 2011
(Unaudited)
 
 
(In thousands)
 
 
Common Stock
   
Capital in Excess of Par Value
   
Retained Earnings
   
Accumulated Other Comprehensive Income
   
Treasury
Stock
   
Total
 
                                     
Balance at December 31, 2010
  $ 47,872     $ 77,471     $ 97,535     $ 716     $ (13,711 )   $ 209,883  
Comprehensive income:
                                               
Net income
                    20,045                       20,045  
Foreign currency translation adjustment
                            935               935  
Pension and retiree medical adjustment, net of tax
                            5,777               5,777  
Total comprehensive income
                                            26,757  
Cash dividends paid
                    (3,186 )                     (3,186 )
Stock-based compensation and related tax benefits
            671                       342       1,013  
Stock options and related tax benefits
            15                       130       145  
Employee Stock Ownership Plan
            548                       1,966       2,514  
                                                 
Balance at June 30, 2011
  $ 47,872     $ 78,705     $ 114,394     $ 7,428     $ (11,273 )   $ 237,126  


 See accompanying notes to consolidated financial statements.
 
 
6


STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Note 1.  Basis of Presentation

Standard Motor Products, Inc. (referred to hereinafter in these notes to consolidated financial statements 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 an increasing focus on 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, 2010.  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.  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.

Immaterial Correction Related to Prior Periods
 
During the year ended December 31, 2010, we identified an immaterial correction related to our classification in the consolidated statements of operations of gains/losses on the sale of long-lived assets.As a result, we have adjusted certain prior period amounts within continuing operations on the consolidated statements of operations for the three and six months ended June 30, 2010.  Such correction was limited to classification within continuing operations on the consolidated statements of operations and did not impact the consolidated balance sheet, consolidated statements of cash flows or the consolidated statements of changes in stockholders’ equity and comprehensive income.   See Note 1 of the notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2010 for additional information.

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, pensions and other postretirement benefits, asbestos, environmental and litigation matters, the valuation of deferred tax assets and sales return allowances.

The impact and any associated risks related to significant accounting policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” where such policies affect our reported and expected financial results.  There have been no material changes to our critical accounting policies and estimates from the information provided in Note 1 of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2010.

 
7


STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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


Recently Issued Accounting Pronouncements

Presentation of Comprehensive Income

In June 2011, the FASB amended Accounting Standard Codification (“ASC”) 220, Comprehensive Income.  The amendment eliminates the current option to report other comprehensive income and its components in the statement of changes in stockholders’ equity.  In accordance with the amendment an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income in one continuous statement or in two separate, but consecutive, statements.  Additionally, reclassification adjustments from other comprehensive income to net income will be presented on the face of the financial statements.  The amendment is effective for annual reporting periods beginning after December 15, 2011, which for us is January 1, 2012 with full retrospective application required.  As a result, the adoption of this standard will change how we present other comprehensive income, as it is currently presented as part of our consolidated statement of changes in stockholders’ equity.

Goodwill Impairment Testing

Goodwill is tested for impairment using a two-step approach.  Initially, the fair value of a reporting unit is compared to its carrying amount.  To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit; a second step of comparing the carrying amount to its implied fair value is required, as this is an indication that the reporting unit goodwill may be impaired.  The new standard sets forth a requirement that the second step test must be performed in circumstances where a reporting unit has a zero or negative carrying amount and there are qualitative factors, such as those used to determine whether a triggering event would require an interim goodwill impairment test, which indicate that it is more likely than not that an impairment exists.  The new standard is effective for annual reporting periods beginning after December 15, 2010, which for us was January 1, 2011.  Currently, none of our reporting units have a zero or negative carrying amount.  As a result, the adoption of this standard will not have an immediate impact on the manner in which we conduct our impairment testing.

Revenue Arrangements with Multiple Deliverables

In October 2009, the FASB issued ASU 2009-13, which will update ASC 605, Revenue Recognition, and changes the accounting for certain revenue arrangements.  The new standard sets forth requirements that must be met for an entity to recognize revenue from the sale of a delivered item that is part of a multiple-element arrangement when other items have not yet been delivered and requires the allocation of arrangement consideration to each deliverable to be based on the relative selling price.   ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in the fiscal years beginning on or after June 15, 2010, which for us was January 1, 2011.  The adoption of these provisions did not have a material impact on our consolidated financial position, results of operations and cash flows.

Note 3.  Engine Controls Acquisition

In April 2011, we acquired the Engine Controls business of BLD Products, Ltd., a subsidiary of Qualitor Inc., for $27 million in cash funded by our revolving line of credit.  As part of the acquisition, we acquired certain assets and assumed certain liabilities of BLD’s Engine Controls business in Holland, Michigan, and acquired 100% of the equity of Novo Products Inc. located in Ocala, Florida.  The acquired business is a manufacturer of a range of products including fuel pressure regulators, air by-pass valves, idle air control valves, and PCV valves.  Revenues generated from the acquired business were approximately $18 million for the year-ended December 31, 2010, of which approximately 40% of the volume was sold to us.

 
8


STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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


In connection with the purchase, $7.2 million was allocated to customer relationships and will be amortized on a straight line basis over the estimated useful life of 10 years.  Goodwill of $12.9 million was allocated to the Engine Management Segment and is deductible for income tax purposes.  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
        $ 26,984  
Assets acquired and liabilities assumed:
             
Inventory
    3,826          
Other Current Assets
    1,947          
Property, plant and equipment, net
    1,965          
Intangible Assets
    7,200          
Goodwill
    12,867          
Current Liabilities
    (821 )        
Net assets acquired
          $ 26,984  

Note 4.  Restructuring and Integration Costs

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, 2010 and June 30, 2011 and activity for the six months ended June 30, 2011 consisted of the following (in thousands):

   
Workforce Reduction
   
Other Exit Costs
   
Total
 
Exit activity liability at December 31, 2010
  $ 6,220     $ 2,435     $ 8,655  
Restructuring and integration costs:
                       
Amounts provided for during 2011
    175       293       468  
Non-cash usage, including asset write-downs
          (343 )     (343 )
Cash payments
    (4,241 )     (367 )     (4,608 )
Exit activity liability at June 30, 2011
  $ 2,154     $ 2,018     $ 4,172  

Restructuring Costs

Voluntary Separation Program

During 2008 as part of an initiative to improve the effectiveness and efficiency of operations, and to reduce costs in light of economic conditions, we implemented certain organizational changes and offered eligible employees a voluntary separation package.  The restructuring accrual relates to severance and other retiree benefit enhancements to be paid through 2015.  Of the original restructuring charge of $8 million, we have $1.8 million remaining as of June 30, 2011 that is expected to be paid in the amounts of $0.6 million in 2011, $0.5 million in 2012 and $0.7 million for the period 2013-2015.

 
9


STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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


Activity, by segment, for the six months ended June 30, 2011 related to the voluntary separation program, consisted of the following (in thousands):

   
Engine Management
   
Temperature Control
   
Other
   
Total
 
Exit activity liability at December 31, 2010
  $ 970     $ 321     $ 915     $ 2,206  
Restructuring costs:
                               
Amounts provided for during 2011
                       
Cash payments
    (118 )     (38 )     (213 )     (369 )
Exit activity liability at June 30, 2011
  $ 852     $ 283     $ 702     $ 1,837  

Integration Expenses

Overhead Cost Reduction Program

Beginning in 2007 in connection with our efforts to improve our operating efficiency and reduce costs, we announced our intention to focus on company-wide overhead and operating expense cost reduction activities, such as closing excess facilities and reducing redundancies.  Integration expenses remaining under this program to date relate primarily to the closure of our production operations in Corona, California and Edwardsville, Kansas.  We expect that all payments related to the current liability will be made within twelve months.

Activity for the six months ended June 30, 2011 related to our overhead cost reduction program, consisted of the following (in thousands):

   
Workforce Reduction
   
Other Exit Costs
   
Total
 
Exit activity liability at December 31, 2010
  $ 853     $ 686     $ 1,539  
Integration costs:
                       
Amounts provided for during 2011
    130       220       350  
Non-cash usage, including asset write-downs
          (343 )     (343 )
Cash payments
    (747 )     (194 )     (941 )
Exit activity liability at June 30, 2011
  $ 236     $ 369     $ 605  

Reynosa Integration Program

During 2008, we closed our Long Island City, New York and Puerto Rico manufacturing facilities and integrated these operations in Reynosa, Mexico.  In connection with the shutdown of the manufacturing operations at Long Island City, we incurred severance costs and costs associated with equipment removal, capital expenditures and environmental clean-up.  As of June 30, 2011, the reserve balance related to environmental clean-up at Long Island City of $1.7 million is included in other exit costs.

In connection with the shutdown of the manufacturing operations at Long Island City, we entered into an agreement with the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America and its Local 365 (“UAW”).  As part of the agreement, we incurred a withdrawal liability from a multi-employer plan.  The pension plan withdrawal liability is related to trust asset under-performance in a plan that covers our former UAW employees at the Long Island City facility and is payable quarterly for 20 years at $0.3 million per year, which commenced in December 2008.  In June 2011, we agreed to settle our pension withdrawal liability for $2.8 million and recorded a gain of $0.3 million in connection with the settlement.

 
10


STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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


Activity for the six months ended June 30, 2011 related to the Reynosa integration program, consisted of the following (in thousands):
 
   
Workforce Reduction
   
Other Exit Costs
   
Total
 
Exit activity liability at December 31, 2010
  $ 3,161     $ 1,749     $ 4,910  
Integration costs:
                       
Amounts provided for during 2011
    (225 )     43       (182 )
Cash payments
    (2,936 )     (143 )     (3,079 )
Exit activity liability at June 30, 2011
  $     $ 1,649     $ 1,649  

Engine Controls Relocation

During April 2011, we acquired the Engine Controls business of BLD Products, Ltd., a subsidiary of Qualitor Inc.  As a result of our acquisition, we will incur integration costs within our Engine Management Segment related to employee severance and the relocation of certain machinery and equipment to our Reynosa, Mexico manufacturing facility.  We expect that all related payments will be made within twelve months.

Activity for the six months ended June 30, 2011 related to the engine controls relocation program, consisted of the following (in thousands):

   
Workforce Reduction
   
Other Exit Costs
   
Total
 
Exit activity liability at December 31, 2010
  $     $     $  
Integration costs:
                       
Amounts provided for during 2011
    270       30       300  
Cash payments
    (189 )     (30 )     (219 )
Exit activity liability at June 30, 2011
  $ 81     $     $ 81  

Integration activity, by segment, for the six months ended June 30, 2011 related to our aggregate integration programs consisted of the following (in thousands):

   
Engine Management
   
Temperature Control
   
Total
 
Exit activity liability at December 31, 2010
  $ 5,580     $ 869     $ 6,449  
Integration costs:
                       
Amounts provided for during 2011
    504       (36 )     468  
Non-cash usage, including asset write-downs
    (343 )           (343 )
Cash payments
    (3,428 )     (811 )     (4,239 )
Exit activity liability at June 30, 2011
  $ 2,313     $ 22     $ 2,335  

Assets Held for Sale

As of June 30, 2011, we have reported $0.2 million as assets held for sale on our consolidated balance sheet related to the net book value of vacant land located in the U.K.  Following plant closures resulting from integration activities, this facility had been vacant, and in July 2011, we signed an agreement to sell the property pending the procurement of satisfactory planning permission.  We expect there will be a gain on the sale of the property and will record the resulting gain in other income (expense), net included in operating income (loss) in the consolidated statement of operations, upon completion of such sale.

 
11


STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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


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.  Pursuant to these agreements, we sold $164.7 million and $291.1 million of receivables during the three months and six months ended June 30, 2011, respectively.  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.  A charge in the amount of $2.3 million and $4.1 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 six months ended June 30, 2011, respectively, and $1.7 million and $2.9 million for the comparable periods in 2010.

Note 6. Inventories, net

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

   
June 30,
2011
   
December 31,
2010
 
   
(In thousands)
 
Finished goods, net
  $ 153,609     $ 162,885  
Work in process, net
    6,502       5,672  
Raw materials, net
    76,340       72,601  
Total inventories, net
  $ 236,451     $ 241,158  

Note 7. Credit Facilities and Long-Term Debt

Total debt outstanding is summarized as follows:

 
 
June 30,
2011
   
December 31,
2010
 
   
(In thousands)
 
             
Revolving credit facilities
  $ 67,805     $ 52,887  
15% convertible subordinated debentures (1)
          12,300  
Other
    366       409  
Total debt
  $ 68,171     $ 65,596  
                 
                 
Current maturities of debt
  $ 67,913     $ 65,289  
Long-term debt
    258       307  
Total debt
  $ 68,171     $ 65,596  

 
(1)
On April 15, 2011, we settled at maturity the $12.3 million principal amount of our 15% convertible subordinated debentures with funds from our revolving credit facility.

 
12


STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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


Deferred Financing Costs

We had deferred financing cost of $4.1 million and $4.9 million as of June 30, 2011 and December 31, 2010, respectively.  Deferred financing costs are related to our revolving credit facility and 15% convertible subordinated debentures.  Deferred financing costs as of June 30, 2011 are being amortized, assuming no further prepayments of principal, in the amount of $0.7 million in 2011, $1.5 million in 2012, $1.5 million in 2013 and $0.4 million in 2014.

Revolving Credit Facility

In November 2010, we entered into a Third Amended and Restated Credit Agreement with General Electric Capital Corporation, as agent, and a syndicate of lenders for a secured revolving credit facility.  This restated credit agreement replaces our prior credit facility (as amended through June 2009) with General Electric Capital Corporation.  The restated credit agreement provides for a line of credit of up to $200 million (inclusive of the Canadian revolving credit facility described below) and expires in March 2014.  Direct borrowings under the restated credit agreement bear interest at the LIBOR rate plus the applicable margin (as defined), or floating at the index rate plus the applicable margin, at our option. The interest rate may vary depending upon our borrowing availability. The restated credit agreement is guaranteed by certain of our subsidiaries and secured by certain of our assets.

Borrowings under the restated credit agreement are collateralized by substantially all of our assets, including accounts receivable, inventory and fixed assets, and those of certain of our subsidiaries. After taking into account outstanding borrowings under the restated credit agreement, there was an additional $115.9 million available for us to borrow pursuant to the formula at June 30, 2011.  Outstanding borrowings under the restated credit agreement (inclusive of the Canadian revolving credit facility described below), which are classified as current liabilities, were $67.8 million and $52.9 million at June 30, 2011 and December 31, 2010, respectively.  At June 30, 2011, the weighted average interest rate on our restated credit agreement was 3.1%, which consisted of $65 million in direct borrowings at 3% and an index loan of $2.8 million at 4.5%.  At December 31, 2010, the weighted average interest rate on our restated credit agreement was 3.1%, which consisted of $52 million at 3.1% and an index loan of $0.9 million at 4.5%.  During the six months ended June 30, 2011 our average daily index loan balance was $4.9 million compared to $6.8 million for the six months ended June 30, 2010 and $7.1 million for the year ended December 31, 2010.

At any time that our average borrowing availability over the previous thirty days is less than $30 million or if our borrowing availability is $20 million or less, and until such time that we have maintained an average borrowing availability of $30 million or greater for a continuous period of ninety days, the terms of our restated credit agreement provide for, among other provisions, financial covenants requiring us, on a consolidated basis, (1) to maintain specified levels of fixed charge coverage at the end of each fiscal quarter (rolling twelve months), and (2) to limit capital expenditure levels. As of June 30, 2011, we were not subject to these covenants.  Availability under our restated credit agreement is based on a formula of eligible accounts receivable, eligible inventory and eligible fixed assets.  Our restated credit agreement also permits dividends and distributions by us provided specific conditions are met.

Canadian Revolving Credit Facility

In May 2010, we amended our Canadian Credit Agreement with GE Canada Finance Holding Company, for itself and as agent for the lenders.  The amended Canadian Credit Agreement provided for the conversion of the then existing $10 million line of credit into a revolving credit facility.   The Canadian $10 million line of credit is part of the $200 million available for borrowing under our restated credit agreement with General Electric Capital Corporation.

 
13


STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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


In November 2010, we further amended our Canadian Credit Agreement to extend the maturity date of the agreement to March 2014 and modify certain provisions, including interest rates, to parallel the revolving credit provisions of the restated credit agreement (see above).  The amended credit agreement is guaranteed and secured by us and certain of our wholly-owned subsidiaries.  Direct borrowings under the amended credit agreement bear interest at the same rate as our restated credit agreement with General Electric Capital Corporation.  As of June 30, 2011, we have no outstanding borrowings under the Canadian line of credit.

Subordinated Debentures

In May 2009, we exchanged $12.3 million aggregate principal amount of our outstanding 6.75% convertible subordinated debentures due 2009 for a like principal amount of newly issued 15% convertible subordinated debentures due 2011.  The convertible subordinated debentures were subordinated in right of payment to all of our existing and future senior indebtedness.  On April 15, 2011, we settled at maturity the $12.3 million outstanding principal amount of the 15% convertible subordinated debentures with funds from our revolving credit facility.

Capital Leases

During 2010 and 2009, we entered into capital lease obligations related to certain equipment for use in our operations of $0.2 million and $0.4 million, respectively.  As of June 30, 2011, our remaining capital lease obligations totaled $0.4 million.  Assets held under capitalized leases are included in property, plant and equipment and depreciated over the lives of the respective leases or over their economic useful lives, whichever is less.

Note 8.  Stock-Based Compensation Plans

We account for our stock-based compensation plans in accordance with the provisions of Accounting Standards Codification 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. That cost is recognized in the statement of operations over the period during which an employee is required to provide service in exchange for the award.

Stock Option Grants

The following is a summary of the changes in outstanding stock options for the six months ended June 30, 2011:
 
   
Shares
   
Weighted
Average Exercise
Price
   
Weighted Average
Remaining
Contractual
Term (Years)
 
                   
Outstanding at December 31, 2010
    312,024     $ 13.12       3.2  
Expired
    (49,324 )   $ 15.74        
Exercised
    (12,125 )   $ 11.99        
Forfeited, other
    (1,500 )   $ 14.23       3.0  
Outstanding and exercisable at June 30, 2011
    249,075     $ 12.65       3.6  

 
14


STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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


The aggregate intrinsic value of all outstanding stock options as of June 30, 2011 was $0.6 million.  All outstanding stock options as of June 30, 2011 are fully vested and exercisable.  The total intrinsic value of options exercised was $24,085 for the six months ended June 30, 2011.  There were no options granted in the six months ended June 30, 2011.

Restricted and Performance Stock Grants

As part of the 2006 Omnibus Incentive Plan, we currently grant shares of restricted and performance-based stock to eligible employees and directors.  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 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.  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 six months ended June 30, 2011:

   
Shares
   
Weighted Average Grant Date Fair Value Per Share
 
Balance at December 31, 2010
    364,800     $ 10.68  
Granted
    18,600     $ 13.55  
Vested
    (6,975 )   $ 8.26  
Forfeited
    (6,725 )   $ 10.70  
Balance at June 30, 2011
    369,700     $ 10.87  

We recorded compensation expense related to restricted shares and performance-based shares of $631,250 ($386,950 net of tax) and $551,000 ($320,100 net of tax) for the six months ended June 30, 2011 and 2010, respectively. The unamortized compensation expense related to our restricted and performance-based shares was $2.3 million at June 30, 2011, and is expected to be recognized as they vest over a weighted average period of 3.2 and 0.8 years for employees and directors, respectively.

Note 9.  Employee Benefits

During the second quarter of 2011, we announced that our postretirement medical benefit plans to substantially all eligible U.S. and Canadian employees will terminate on December 31, 2016.  There will be no change to the eligibility or plan provided to the 64 former union employees.  The remeasurement of the postretirement welfare benefit plan as a result of these benefit modifications generated a $14.4 million reduction in the accumulated postretirement benefit obligation and a $3.6 million curtailment gain.  The remaining unrecognized prior service cost is being amortized on a straight-line basis over the remaining term of the plan.  The $3.6 million curtailment gain is included in selling, general and administrative expenses in the consolidated statement of operations.

 
15


STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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


The discount rate assumptions used to determine the remeasurement of the costs and benefit obligation related to our U.S. and Canadian postretirement plans were 1.87% and 3.75%, respectively.  These rates reflect the shorter duration of our obligation as a result of the negative plan amendments.

The components of net periodic benefit cost for our defined benefit plans and post retirement benefit plans for the three months and six months ended June 30, 2011 and 2010 were as follows (in thousands):

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
Pension Benefits
 
2011
   
2010
   
2011
   
2010
 
Service cost
  $ 37     $ 22     $ 74     $ 45  
Interest cost
    60       36       120       73  
Amortization of prior service cost
    27       40       54       80  
Actuarial net (gain) loss
    92             184        
Net periodic benefit cost
  $ 216     $ 98     $ 432     $ 198  
                                 
Postretirement Benefits
                               
Service cost
  $ 20     $ 41     $ 74     $ 96  
Interest cost
    163       330       462       613  
Amortization of prior service cost
    (1,615 )     (2,257 )     (3,231 )     (4,515 )
Amortization of transition obligation
    1       1       2       2  
Actuarial net loss
    425       368       770       687  
Curtailment gain
    (3,647 )           (3,647 )      
Net periodic benefit cost
  $ (4,653 )   $ (1,517 )   $ (5,570 )   $ (3,117 )

For the six months ended June 30, 2011, we made employee benefit contributions of $0.5 million related to our postretirement plans.  Based on current actuarial estimates, we believe we will be required to make approximately $1.1 million in contributions for 2011.

In August 1994, we established a Supplemental Executive Retirement Plan (SERP) 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 2011, contributions of $0.2 million were made related to calendar year 2010.

In 2000, we created an employee benefits trust to which we contributed 750,000 shares of treasury stock. We are authorized to instruct the trustees to distribute such shares toward the satisfaction of our future obligations under employee benefit plans. 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 2011, we contributed to the trust an additional 180,000 shares from our treasury and released 183,000 shares from the trust leaving 3,930 shares remaining in the trust as of June 30, 2011.
 
Note 10. 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.

 
16


STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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


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.

The following is a summary of the carrying amounts and estimated fair values of our financial instruments at June 30, 2011 and December 31, 2010 (in thousands):

   
June 30, 2011
   
December 31, 2010
 
   
Carrying Amount
   
Fair Value
   
Carrying Amount
   
Fair Value
 
                         
Cash and cash equivalents
  $ 13,094     $ 13,094     $ 12,135     $ 12,135  
Deferred compensation
    6,106       6,106       5,978       5,978  
Short term borrowings
    67,913       67,913       65,289       65,289  
Long-term debt
    258       258       307       307  

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 underlying assets held by the deferred compensation plan are based on the quoted market prices of the funds in registered investment companies, which are considered Level 1 inputs.  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.  The fair value of our 15% convertible subordinated debentures, classified as current borrowings, is based upon the quoted market price, which is considered a Level 1 input.

 
17


STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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


Note 11.  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
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Basic Net Earnings per Common Shares:
                       
Earnings from continuing operations
  $ 13,693     $ 8,061     $ 20,704     $ 10,928  
Loss from discontinued operations
    (355 )     (372 )     (659 )     (868 )
Net earnings available to common stockholders
  $ 13,338     $ 7,689     $ 20,045     $ 10,060  
                                 
Weighted average common shares outstanding
    22,867       22,571       22,787       22,493  
                                 
Net earnings from continuing operations per common share
  $ 0.60     $ 0.36     $ 0.91     $ 0.49  
Loss from discontinued operations per common share
    (0.02 )     (0.02 )     (0.03 )     (0.04 )
Basic net earnings per common share
  $ 0.58     $ 0.34     $ 0.88     $ 0.45  
                                 
Diluted Net Earnings per Common Share:
                               
Earnings from continuing operations
  $ 13,693     $ 8,061     $ 20,704     $ 10,928  
Interest income on debenture conversions (net of income tax expense)
    40       277       317        
Earnings from continuing operations plus assumed conversions
    13,733       8,338       21,021       10,928  
Loss from discontinued operations
    (355 )     (372 )     (659 )     (868 )
Net earnings available to common stockholders plus assumed conversions
  $ 13,378     $ 7,966     $ 20,362     $ 10,060  
                                 
Weighted average common shares outstanding
    22,867       22,571       22,787       22,493  
Plus incremental shares from assumed conversions:
                               
Dilutive effect of restricted stock and performance stock
    189       139       167       92  
Dilutive effect of stock options
    14             13        
Dilutive effect of convertible debentures
    126       820       471        
Weighted average common shares outstanding – Diluted
    23,196       23,530       23,438       22,585  
                                 
Net earnings from continuing operations per common share
  $ 0.59     $ 0.35     $ 0.90     $ 0.48  
Loss from discontinued operations per common share
    (0.01 )     (0.01 )     (0.03 )     (0.03 )
Diluted net earnings per common share
  $ 0.58     $ 0.34     $ 0.87     $ 0.45  

 
18


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 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
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Stock options
    235       317       236       317  
Restricted shares
    153       61       159       108  
15% convertible subordinated debentures
                      820  

Note 12.  Comprehensive Income

Comprehensive income, net of income tax expense is as follows (in thousands):

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Net earnings as reported
  $ 13,338     $ 7,689     $ 20,045     $ 10,060  
Foreign currency translation adjustment
          (1,119 )     935       (723 )
Postretirement benefit plans:
                               
Plan amendment adjustment
    8,654             8,654        
Reclassification adjustment for recognition of prior period amounts
    (2,446 )     (1,356 )     (3,449 )     (2,699 )
Unrecognized amounts
    310       221       572       412  
Total comprehensive income
  $ 19,856     $ 5,435     $ 26,757     $ 7,050  

Note 13.  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 distributes ignition and emission parts, ignition wires, battery cables and fuel system parts.  Our Temperature Control Segment manufactures and remanufactures air conditioning compressors, air conditioning and heating parts, engine cooling system parts, power window accessories and windshield washer system parts.

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

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Net Sales
                       
Engine Management
  $ 159,919     $ 152,815     $ 324,123     $ 289,912  
Temperature Control
    79,715       73,926       133,794       113,941  
All Other
    4,371       4,307       6,318       6,546  
Consolidated
  $ 244,005     $ 231,048     $ 464,235     $ 410,399  
                                 
Intersegment Revenue
                               
Engine Management
  $ 4,907     $ 4,576     $ 10,468     $ 9,008  
Temperature Control
    1,342       1,004       2,623       1,923  
All Other
    (6,249 )     (5,580 )     (13,091 )     (10,931 )
Consolidated
  $     $     $     $  

 
19

 
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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


   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Operating Profit
           
Engine Management
  $ 13,443     $ 10,213     $ 28,263     $ 19,709  
Temperature Control
    8,944       7,282       10,197       7,304  
All Other
    907       (2,062 )     (2,728 )     (4,800 )
Consolidated
  $ 23,294     $ 15,433     $ 35,732     $ 22,213  
 
Note 14.  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 June 30, 2011, approximately 2,110 cases were outstanding for which we may be responsible for any related liabilities.  The increase in the number of outstanding cases as compared to the prior period primarily relates to the unbundling of previously outstanding consolidated cases.  Since inception in September 2001 through June 30, 2011, the amounts paid for settled claims are approximately $11.7 million.  In September 2007, we entered into an agreement with an insurance carrier to provide us with limited insurance coverage for the defense and indemnity costs associated with certain asbestos-related claims. We submitted various asbestos-related claims for coverage under this agreement, receiving approximately $2.9 million in reimbursement for settlement claims and defense costs, and this agreement has now expired.  In addition, in May 2010 we entered into an agreement with an excess insurance carrier to provide us with limited insurance coverage for defense and indemnity costs associated with asbestos-related claims. We have submitted claims to this carrier and have received $0.8 million in reimbursement for settlement claims and defense costs.

In evaluating our potential asbestos-related liability, we have considered various factors including, among other things, an actuarial study performed by an independent actuarial firm with expertise in assessing asbestos-related liabilities, 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 engage 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 the 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, 2010.  The updated study has estimated an undiscounted liability for settlement payments, excluding legal costs and any potential recovery from insurance carriers, ranging from $25.7 million to $66.9 million for the period through 2059. The change from the prior year study was a $0.9 million decrease for the low end of the range and a $0.6 million increase for the high end of the range.  Based on the information contained in the actuarial study and all other available information considered by us, we concluded that no amount within the range of settlement payments was more likely than any other and, therefore, recorded the low end of the range as the liability associated with future settlement payments through 2059 in our consolidated financial statements.  Accordingly, an incremental $1.8 million provision in our discontinued operation was added to the asbestos accrual in September 2010 increasing the reserve to approximately $25.7 million. According to the updated study, legal costs, which are expensed as incurred and reported in earnings (loss) from discontinued operation in the accompanying statement of operations, are estimated to range from $20.3 million to $61.3 million during the same period.

 
20


STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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


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.

Antitrust Litigation.  In November 2004, we were served with a summons and complaint in the U.S. District Court for the Southern District of New York by The Coalition for a Level Playing Field, which is an organization comprised of a large number of auto parts retailers. The complaint alleges antitrust violations by us and a number of other auto parts manufacturers and retailers and seeks injunctive relief and unspecified monetary damages.  In August 2005, we filed a motion to dismiss the complaint, following which the plaintiff filed an amended complaint dropping, among other things, all claims under the Sherman Act. The remaining claims allege violations of the Robinson-Patman Act.  Motions to dismiss those claims were filed by us in February 2006. Plaintiff filed opposition to our motions, and we subsequently filed replies in June 2006.  Oral arguments were originally scheduled for September 2006, however the court adjourned these proceedings until a later date to be determined. Subsequently, the judge initially assigned to the case recused himself, and a new judge has been assigned before whom further preliminary proceedings have been held culminating in a decision and order dated September 16, 2010 granting the motion to dismiss and, in view of an intervening change in pleading standards, deferring decision on whether to grant plaintiff leave to amend to allow an opportunity to propose curative amendments. On October 18, 2010, the plaintiff filed an amended complaint changing certain alleged claims relating to the Robinson-Patman Act.  By Order dated October 26, 2010, the court directed that the Third Amended Complaint be deemed withdrawn and gave plaintiffs until November 9, 2010 to file a motion for leave to amend identifying the curative amendments to the Second Amended Complaint setting forth why the amendments accord with the rules.  The motion was timely filed, opposed on December 9, 2010, which opposition was replied to on December 24, 2010 and awaits oral argument or a decision.  Although we cannot predict the ultimate outcome of this case or estimate the range of any potential loss that may be incurred in the litigation, we believe that the lawsuit is without merit, deny all of the plaintiff’s allegations of wrongdoing and believe we have meritorious defenses to the plaintiff’s claims. We intend to defend this lawsuit vigorously.

Other Litigation.  We are involved in various other litigation and product liability matters arising in the ordinary course of business. Although the final outcome of any asbestos-related matters or any other litigation or product liability matter cannot be determined, based on our understanding and evaluation of the relevant facts and circumstances, it is our opinion that the final outcome of these matters will not 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 June 30, 2011 and 2010, we have accrued $15.5 million and $13.8 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.

 
21


STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES

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


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

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Balance, beginning of period
  $ 12,641     $ 10,565     $ 12,153     $ 10,476  
Liabilities accrued for current year sales
    18,481       14,077       32,337       24,604  
Settlements of warranty claims
    (15,663 )     (10,819 )     (29,031 )     (21,257 )
Balance, end of period
  $ 15,459     $ 13,823     $ 15,459     $ 13,823  
 
 
22

 
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Report are indicated by words such as “anticipates,” “expects,” “believes,” “intends,” “plans,” “estimates,” “projects” 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, our significant leverage; economic and market conditions (including access to credit and financial markets); the performance of the aftermarket and original equipment service markets; changes in business relationships with our major customers and in the timing, size and continuation of our customers’ programs; changes in the product mix and distribution channel mix; 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; successful integration of acquired businesses; our ability to achieve cost savings from our restructuring 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 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 an increasing focus on the original equipment service market.  We are organized into two major operating segments, each of which focuses on a specific line of replacement parts.  Our Engine Management Segment manufactures ignition and emission parts, ignition wires, battery cables and fuel system parts.  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 and Latin America. Our customers consist of many of the leading warehouse distributors, such as CARQUEST and NAPA Auto Parts, as well as many of the leading auto parts retail chains, such as Advance Auto Parts, AutoZone, O’Reilly Automotive, Canadian Tire and Pep Boys. Our customers also include national program distribution groups and specialty market distributors. We distribute parts under our own brand names, such as Standard, BWD, Intermotor, Four Seasons, Factory Air, ACi, Imperial and Hayden and through private labels, such as CARQUEST, NAPA Echlin, NAPA Temp Products and NAPA Belden.

Our goal is to grow revenues and earnings and deliver returns in excess of our cost of capital by providing high quality original equipment and replacement 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 countries such as those in Asia.

 
23



Seasonality.  Historically, our operating results have fluctuated by quarter, with the greatest sales occurring in the second and third quarters of the year, with 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 may lessen the demand for our Temperature Control products, while a hot summer 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 borrowings 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. In addition to warranty returns, we also permit our customers to return 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. We accrue for overstock returns as a percentage of sales, after giving consideration to recent returns history.

In order to better control warranty and overstock return levels, we have in place procedures for authorized warranty returns, 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.

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

 
24


Interim Results of Operations:

Comparison of Three Months Ended June 30, 2011 to Three Months Ended June 30, 2010

Sales.  Consolidated net sales for the three months ended June 30, 2011 were $244 million, an increase of $13 million, or 5.6%, compared to $231 million in the same period of 2010.  Net sales increased primarily due to higher traditional and retail market sales in both our Engine Management and Temperature Control segments.  Revenues remained strong in the quarter as our customers have increased purchases to meet demand as drivers have continued to maintain their primary vehicles for a longer period of time.  In addition, Temperature Control revenues in the quarter have been positively impacted by above average temperatures.

The following table summarizes net sales by segment for the quarters ended June 30, 2011 and 2010, respectively:

Three Months Ended
June 30,
 
Engine Management
   
Temperature Control
   
Other
   
Total
 
2011
                       
Net sales
  $ 159,919     $ 79,715     $ 4,371     $ 244,005  
Gross margins
    40,012       19,646       3,515       63,173  
Gross margin percentage
    25 %     24.6 %           25.9 %
                                 
2010
                               
Net sales
  $ 152,815     $ 73,926     $ 4,307     $ 231,048  
Gross margins
    37,488       17,707       3,194       58,389  
Gross margin percentage
    24.5 %     24 %           25.3 %

Engine Management’s net sales increased $7.1 million, or 4.6%, to $159.9 million for the second quarter of 2011.  The sales growth was driven primarily by stronger sales in the traditional and retail markets compared to the prior period and incremental sales of $2.1 million from our acquisition of the Engine Controls business of BLD Products, Ltd., which began shipping in May 2011.

Temperature Control’s net sales increased $5.8 million, or 7.8%, to $79.7 million for the second quarter of 2011.  The increased sales in both the retail and traditional markets are primarily the result of strong demand driven by continued warm weather trends and our increased production and manufacturing efficiency to meet these sales demands.

Gross margins.  Gross margins, as a percentage of consolidated net sales, increased to 25.9% in the second quarter of 2011, compared to 25.3% in the second quarter of 2010.  The increase resulted from improvements in margins in Engine Management of 0.5 percentage points and in Temperature Control of 0.6 percentage points.  The Engine Management gross margin percentage was positively impacted by higher sales volumes including $2.1 million of incremental sales related to the acquisition of the BLD Engine Controls business which began shipping in May 2011.  The gross margin percentage increase in Temperature Control compared to the prior year was primarily the result of increased sales volumes and production improving fixed overhead absorption.

Selling, general and administrative expenses.  Selling, general and administrative expenses (SG&A) decreased by $1.8 million to $40 million or 16.4% of consolidated net sales, in the second quarter of 2011, as compared to $41.8 million or 18.1%  of consolidated net sales in the second quarter of 2010.  The decrease in SG&A expenses is principally due to a $3.6 million curtailment gain related to changes made to our domestic and Canadian postretirement plans offset, in part, by sales volume related increases in selling, marketing and distribution expenses and an increase in discount fees related to the sale of receivables.

 
25


Restructuring and integration expenses.  Restructuring and integration expenses decreased to $0.1 million in the second quarter of 2011, compared to $1.3 million in the second quarter of 2010.  The 2011 expense related primarily to employee severance and integration costs related to the acquisition of the Engine Controls business of BLD Products, Ltd.  The 2010 expense related primarily to severance costs incurred in connection with the announced closures of our Corona, California and Hong Kong, China manufacturing facilities and a charge related to the closure of our Long Island City building.

Components of our restructuring and integration accruals, by segment, were as follows (in thousands):

   
Engine Management
   
Temperature Control
   
Other
   
Total
 
Exit activity liability at March  31, 2011
  $ 6,347     $ 495     $ 812     $ 7,654  
Restructuring and integration costs:
                               
Amounts provided for during 2011
    134       (9 )           125  
Non-cash usage, including asset write-downs
    (70 )                 (70 )
Cash payments
    (3,246 )     (181 )     (110 )     (3,537 )
Exit activity liability at June 30, 2011
  $ 3,165     $ 305     $ 702     $ 4,172  

Other income, net. Other income, net increased to $0.3 million in the second quarter of 2011 compared to $0.1 million in the same period in 2010.  During 2011 and 2010, we recognized $0.3 million of deferred gain related to the sale-leaseback of our Long Island City, New York facility and in 2010, we recorded a $0.2 million loss on the sale of vacant land at one of our locations and the disposal of equipment.

Operating income.  Operating income was $23.3 million in the second quarter of 2011, compared to $15.4 million in the second quarter of 2010.  The increase of $7.9 million was due to higher sales volumes, the increase in gross margins as a percentage of net sales, lower restructuring and integration expenses, and the $3.6 million curtailment gain recorded as a result of our postretirement plan amendments.

Interest expense.  Interest expense decreased by $1 million in the second quarter of 2011 compared to the same period in 2010 as average borrowings declined $16.9 million.  This decrease includes the impact of the April 2011 maturity of the $12.3 million principal amount of the 15% convertible subordinated debentures and the July 2010 prepayment of the remaining $5.1 million outstanding principal amount of the 15% unsecured promissory notes.

Income tax provision.  The income tax provision in the second quarter of 2011 was $8.7 million at an effective tax rate of 38.9% compared to $5.5 million at an effective tax rate of 40.7% for the same period in 2010.  For further information, see Accounting for Income Taxes in the Summary of Significant Accounting Policies of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Loss from discontinued operation.  Loss from discontinued operation, net of tax, reflects legal expenses associated with our asbestos related liability. We recorded $0.4 million as a loss from discontinued operations for the second quarter of 2011 and 2010.  As discussed more fully in Note 14 in the notes to our consolidated financial statements, we are responsible for certain future liabilities relating to alleged exposure to asbestos containing products.

Comparison of Six Months Ended June 30, 2011 to Six Months Ended June 30, 2010

Sales.  Consolidated net sales for the six months ended June 30, 2011 were $464.2 million, an increase of $53.8 million, or 13.1%, compared to $410.4 million in the same period of 2010.  Net sales increased primarily due to higher traditional and retail market sales in both our Engine Management and Temperature Control segments.  Revenues remained strong in the quarter as our customers have increased purchases to meet demand as drivers have continued to maintain their primary vehicles for a longer period of time.

 
26


The following table summarizes net sales and gross margins by segment for the six months ended June 30, 2011 and 2010, respectively:

Six Months Ended
June 30,
 
Engine Management
   
Temperature Control
   
Other
   
Total
 
2011
                       
Net sales
  $ 324,123     $ 133,794     $ 6,318     $ 464,235  
Gross margins
    80,016       29,926       6,383       116,325  
Gross margin percentage
    24.7 %     22.4 %           25.1 %

Six Months Ended
June 30,
 
Engine Management
   
Temperature Control
   
Other
   
Total
 
2010
                       
Net sales
  $ 289,912     $ 113,941     $ 6,546     $ 410,399  
Gross margins
    70,622       25,960       5,625       102,207  
Gross margin percentage
    24.4 %     22.8 %           24.9 %

Engine Management’s net sales increased $34.2 million, or 11.8%, to $324.1 million for the first six months of 2011.  Engine Management’s revenue growth was driven by overall strong demand for our products across all market channels.  In addition, incremental sales from our acquisition of the Engine Controls business of BLD Products, Ltd., which began shipping in May 2011, contributed to the increase in our traditional sales volumes.

Temperature Control’s net sales increased $19.9 million, or 17.4%, to $133.8 million for the first six months of 2011.  The increase in sales primarily reflects inventory increases on the part of several customers due to warm weather trends in our retail and traditional markets.

Gross margins.  Gross margins, as a percentage of consolidated net sales, for the six months ended June 30, 2011 increased to 25.1% compared to 24.9% the same period of 2010.  The increase resulted from a 0.3 percentage point increase in Engine Management margins offset, in part, by a decrease in Temperature Control margins of 0.4 percentage points.  The gross margin percentage decrease in Temperature Control compared to the prior year was primarily the result of product mix as sales of new compressors outpaced re-engineered compressors.  The increase in the Engine Management margins was the result of a higher sales volumes and improving fixed overhead absorption resulting from increased production.

Selling, general and administrative expenses.  Selling, general and administrative expenses (SG&A) increased by $2.2 million to $80.7 million or 17.4% of consolidated net sales, in the six months ended June 30, 2011, as compared to $78.5 million or 19.1% of consolidated net sales in like period of 2010.  The increase in SG&A expenses is due primarily to sales volume related increases to selling, marketing and distribution expenses and a $1.2 million increase in expenses related to the sale of receivables partially offset by a $3.6 million curtailment gain related to changes made to our domestic and Canadian postretirement plans.

Restructuring and integration expenses.  Restructuring and integration expenses decreased to $0.5 million for the six months ended June 30, 2011, compared to $2 million in the same period of 2010.  The 2011 expense related primarily to employee severance and integration costs related to the acquisition of the Engine Controls business of BLD Products, Ltd. and integration expenses related to the wire and cable business.  The 2010 expense related primarily to severance costs incurred in connection with the announced closures of our Corona, California and Hong Kong, China manufacturing facilities and a charge related to the closure of our Long Island City building.

 
27


Other income, net. Other income, net was $0.5 million for the six months ended June 30, 2011 and 2010 primarily resulting from the recognition in both 2011 and 2010 of a deferred gain related to the sale-leaseback of our Long Island City, New York facility.

Operating income.  Operating income was $35.7 million in the first six months of 2011, compared to $22.2 million in 2010. The increase of $13.5 million was due primarily to stronger sales across all markets within our Engine Management and Temperature Control Segments, the increase in gross margins as a percentage of net sales, lower restructuring and integration expenses, and the $3.6 million curtailment gain recorded as a result of our postretirement plan amendments offset, in part, by sales volume related increases to selling, marketing and distribution expenses.

Interest expense.  Interest expense decreased by $1.5 million to $2.4 million in the six months ended June 30, 2011, compared to $3.9 million in the same period in 2010 as average borrowings declined $20.6 million.  This decrease includes the impact of the April 2011 maturity of the $12.3 million principal amount of the 15% convertible subordinated debentures and the July 2010 prepayment of the remaining $5.1 million outstanding principal amount of the 15% unsecured promissory notes.

Income tax provision.  The income tax provision in the six months ended June 30, 2011 was $13.1 million at an effective tax rate of 38.7%, compared to $7.6 million and an effective tax rate of 41% for the same period in 2010.  For further information, see Accounting for Income Taxes in the Summary of Significant Accounting Policies of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Loss from discontinued operation.  Loss from discontinued operation, net of tax, reflects legal expenses associated with our asbestos related liability. We recorded $0.7 million and $0.9 million as a loss from discontinued operation for the six months ended June 30, 2011 and 2010, respectively.  As discussed more fully in Note 14 in the notes to our consolidated financial statements, we are responsible for certain future liabilities relating to alleged exposure to asbestos containing products.

Restructuring and Integration Costs

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, 2010 and June 30, 2011 and activity for the six months ended June 30, 2011 consisted of the following (in thousands):

   
Workforce Reduction
   
Other Exit Costs
   
Total
 
Exit activity liability at December 31, 2010
  $ 6,220     $ 2,435     $ 8,655  
Restructuring and integration costs:
                       
Amounts provided for during 2011
    175       293       468  
Non-cash usage, including asset write-downs
          (343 )     (343 )
Cash payments
    (4,241 )     (367 )     (4,608 )
Exit activity liability at June 30, 2011
  $ 2,154     $ 2,018     $ 4,172  

Restructuring Costs

Voluntary Separation Program

During 2008 as part of an initiative to improve the effectiveness and efficiency of operations, and to reduce costs in light of economic conditions, we implemented certain organizational changes and offered eligible employees a voluntary separation package.  The restructuring accrual relates to severance and other retiree benefit enhancements to be paid through 2015.  Of the original restructuring charge of $8 million, we have $1.8 million remaining as of June 30, 2011 that is expected to be paid in the amounts of $0.6 million in 2011, $0.5 million in 2012 and $0.7 million for the period 2013-2015.

 
28


Activity, by segment, for the six months ended June 30, 2011 related to the voluntary separation program, consisted of the following (in thousands):

   
Engine Management
   
Temperature Control
   
Other
   
Total
 
Exit activity liability at December 31, 2010
  $ 970     $ 321     $ 915     $ 2,206  
Restructuring costs:
                               
Amounts provided for during 2011
                       
Cash payments
    (118 )     (38 )     (213 )     (369 )
Exit activity liability at June 30, 2011
  $ 852     $ 283     $ 702     $ 1,837  

Integration Expenses

Overhead Cost Reduction Program

Beginning in 2007 in connection with our efforts to improve our operating efficiency and reduce costs, we announced our intention to focus on company-wide overhead and operating expense cost reduction activities, such as closing excess facilities and reducing redundancies.  Integration expenses remaining under this program to date relate primarily to the closure of our production operations in Corona, California and Edwardsville, Kansas.  We expect that all payments related to the current liability will be made within twelve months.

Activity for the six months ended June 30, 2011 related to our overhead cost reduction program, consisted of the following (in thousands):

   
Workforce Reduction
   
Other Exit Costs
   
Total
 
Exit activity liability at December 31, 2010
  $ 853     $ 686     $ 1,539  
Integration costs:
                       
Amounts provided for during 2011
    130       220       350  
Non-cash usage, including asset write-downs
          (343 )     (343 )
Cash payments
    (747 )     (194 )     (941 )
Exit activity liability at June 30, 2011
  $ 236     $ 369     $ 605  

Reynosa Integration Program

During 2008, we closed our Long Island City, New York and Puerto Rico manufacturing facilities and integrated these operations in Reynosa, Mexico.  In connection with the shutdown of the manufacturing operations at Long Island City, we incurred severance costs and costs associated with equipment removal, capital expenditures and environmental clean-up.  As of June 30, 2011, the reserve balance related to environmental clean-up at Long Island City of $1.7 million is included in other exit costs.

In connection with the shutdown of the manufacturing operations at Long Island City, we entered into an agreement with the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America and its Local 365 (“UAW”).  As part of the agreement, we incurred a withdrawal liability from a multi-employer plan.  The pension plan withdrawal liability is related to trust asset under-performance in a plan that covers our former UAW employees at the Long Island City facility and is payable quarterly for 20 years at $0.3 million per year, which commenced in December 2008.  In June 2011, we agreed to settle our pension withdrawal liability for $2.8 million and recorded a gain of $0.3 million in connection with the settlement.

 
29


Activity for the six months ended June 30, 2011 related to the Reynosa integration program, consisted of the following (in thousands):
 
   
Workforce Reduction
   
Other Exit Costs
   
Total
 
Exit activity liability at December 31, 2010
  $ 3,161     $ 1,749     $ 4,910  
Integration costs:
                       
Amounts provided for during 2011
    (225 )     43       (182 )
Cash payments
    (2,936 )     (143 )     (3,079 )
Exit activity liability at June 30, 2011
  $     $ 1,649     $ 1,649  

Engine Controls Relocation

During April 2011, we acquired the Engine Controls business of BLD Products, Ltd., a subsidiary of Qualitor Inc.  As a result of our acquisition, we will incur integration costs within our Engine Management Segment related to employee severance and the relocation of certain machinery and equipment to our Reynosa, Mexico manufacturing facility.  We expect that all related payments will be made within twelve months.

Activity for the six months ended June 30, 2011 related to the engine controls relocation program, consisted of the following (in thousands):

   
Workforce Reduction
   
Other Exit Costs
   
Total
 
Exit activity liability at December 31, 2010
  $     $     $  
Integration costs: