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

Overview

With over 100 years in business, we are a leader in the industries we serve and a trusted partner for all of our stakeholders. We manufacture and distribute premium replacement parts for our customers in the automotive aftermarket, while providing customized solutions for vehicle control and thermal management products in diversified end markets represented by our Engineered Solutions segment. We are a global manufacturer with over 6,000 employees (inclusive of temporary and joint venture employees) across nearly 39 manufacturing, distribution and engineering facilities and offices located in North America, Europe and Asia. We sell our products primarily to automotive aftermarket retailers, warehouse distributors, original equipment manufacturers and original equipment service part operations in the United States, Canada, Europe, Asia, Mexico and other Latin American countries.

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

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



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

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

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

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

Operating Segments as of 2022 Operating Segments in 2023



Engine Management:                    Vehicle Control (Aftermarket):
                                           Engine Management (Ignition,

Ignition, Emissions, Fuel & Safety Emissions & Fuel Delivery)


 Wire and Cable                            Electrical & Safety
                                           Wire Sets & Other

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

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



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Overview of Financial Performance

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto. This discussion summarizes the significant factors affecting our results of operations and the financial condition of our business during the three months ended March 31, 2023 and 2022.



                                                                Three Months Ended
                                                                     March 31,
(In thousands, except per share data)                           2023          2022

Net sales                                                     $ 328,028     $ 322,831
Gross profit                                                     91,267        89,840
Gross profit %                                                     27.8 %        27.8 %
Operating income                                                 20,746        26,915
Operating income %                                                  6.3 %         8.3 %

Earnings from continuing operations before income taxes 17,109 27,559 Provision for income taxes

                                        4,372         7,005
Earnings from continuing operations                              12,737        20,554
Loss from discontinued operations, net of income taxes             (780 )      (1,116 )
Net earnings                                                     11,957        19,438
Net earnings (loss) attributable to noncontrolling interest          39            (8 )
Net earnings attributable to SMP                                 11,918        19,446
Per share data attributable to SMP - Diluted:
Earnings from continuing operations                           $    0.57     $    0.91
Discontinued operations                                           (0.03 )       (0.04 )
Net earnings per common share                                 $    0.54     $    0.87

Consolidated net sales for the three months ended March 31, 2023 were $328 million, an increase of $5.2 million, or 1.6%, compared to net sales of $322.8 million in the same period in 2022. Net sales in our Vehicle Control operating segment increased $7.3 million, or 4.1%, while net sales in both our Temperature Control and Engineered Solutions operating segments declined slightly when compared to the comparable period in the prior year.

The increase in net sales in our Vehicle Control operating segment reflects the continued strength in the demand of our Engine Management (Ignition, Emissions and Fuel Delivery) aftermarket product line and the impact of increased pricing. The increase in net sales in the Vehicle Control segment in the first quarter of 2023 is in line with our expected growth rate of low single digits in the automotive aftermarket.

Net sales in both our Temperature Control and Engineered Solutions operating segments declined slightly when compared to the comparable period in the prior year. Temperature Control's net sales for the first quarter of 2023 reflect the impact of the timing of pre-season customer orders in 2023, and are in line with the strong pre-season customer orders of the first quarter of 2022 when sales were up 30% and customers replenished their prior year inventory levels. Overall, full year results at Temperature Control will be dependent upon summer weather conditions and customer inventory levels. Engineered Solutions' net sales decreased slightly year-over-year due to a change in one customer's production schedule however, we continue to be optimistic about the long-term growth potential of the complementary markets served in our newly created Engineered Solutions operating segment.

Gross margins as a percentage of net sales were flat at 27.8% in both the first quarter of 2023 and 2022. Gross margins in the first three months of 2023 reflect the positive impact of higher net sales and increased pricing, which were offset by lower fixed cost absorption due to lower production levels than those achieved in the same period in 2022, as we continued to work down our inventory levels, and continued inflationary cost increases in certain raw materials, labor and transportation expense. While we anticipate continued margin pressure resulting from inflationary headwinds, we believe that our annual cost initiatives coupled with our ability to pass through higher prices to our customers should help to offset much of this impact to our margins.



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Operating margin as a percentage of net sales for the three months ended March 31, 2023 was 6.3% as compared to 8.3% for the same period in 2022. Included in our operating margin were selling, general and administrative expenses ("SG&A") of $69.6 million, or 21.2% of net sales for the three months ended March 31, 2023 compared to $62.9 million, or 19.5% of net sales, for the same period in 2022. The $6.7 million increase in SG&A expenses in the first quarter of 2023 as compared to the first quarter of 2022 is principally due to (1) higher interest rate related costs of $5.5 million incurred in our supply chain financing arrangements, and (2) higher distribution and freight costs related to higher sales.

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

Impact of Russia's Invasion of the Ukraine

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

Impact of Global Supply Chain Disruption and Inflation

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

Environmental, Social, & Governance ("ESG")

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



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

Interim Results of Operations

Comparison of the Three Months Ended March 31, 2023 to the Three Months Ended March 31, 2022

Sales. Consolidated net sales for the three months ended March 31, 2023 were $328 million, an increase of $5.2 million, or 1.6%, compared to $322.8 million in the same period of 2022, with the majority of our net sales to customers located in the United States. Net sales in our Vehicle Control operating segment increased $7.3 million, or 4.1%, while net sales in both our Temperature Control and Engineered Solutions operating segments declined slightly when compared to the comparable period in the prior year.



The following table summarizes consolidated net sales by segment and by major
product group within each segment for the three months ended March 31, 2023 and
2022 (in thousands):

                                                              Three Months Ended
                                                                   March 31,
                                                              2023          2022
Vehicle Control
Engine Management (Ignition, Emissions and Fuel Delivery)   $ 116,083     $ 109,149
Electrical and Safety                                          51,804        52,257
Wire Sets and Other                                            16,690        15,858
Total Vehicle Control                                         184,577       177,264

Temperature Control
AC System Components                                           45,752        47,374
Other Thermal Components                                       26,654        25,684
Total Temperature Control                                      72,406        73,058

Engineered Solutions
Commercial Vehicle                                             19,857        21,451
Construction/Agriculture                                       12,795        10,984
Light Vehicle                                                  22,966        26,075
All Other                                                      15,427        13,999
Total Engineered Solutions                                     71,045        72,509

Other                                                               -             -

Total                                                       $ 328,028     $ 322,831

Vehicle Control's net sales for the three months ended March 31, 2023 increased $7.3 million, or 4.1%, to $184.6 million compared to $177.3 million in the same period of 2022. Net sales in the engine management (ignition, emissions, and fuel delivery) product group for the three months ended March 31, 2023 were $116.1 million, an increase of $7 million, or 6.4%, compared to $109.1 million in the same period of 2022. Net sales in the electrical and safety product group for the three months ended March 31, 2023 were $51.8 million, a decrease of $0.5 million, or 1%, compared to $52.3 million in the three months ended March 31, 2022. Net sales in the wire sets and other product group for the three months ended March 31, 2023 were $16.7 million, an increase of $0.8 million, or 5.2%, compared to $15.9 million in the three months ended March 31, 2022. Demand in the Vehicle Control aftermarket segment remains relatively strong and our net sales performance in the first quarter of 2023 is in line with our expected growth rate of low single digits in the automotive aftermarket.




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Temperature Control's net sales for the three months ended March 31, 2023 were essentially flat at $72.4 million compared to $73.1 million in the same period of 2022. Net sales in the AC systems components product group for the three months ended March 31, 2023 were $45.8 million, a decrease of $1.6 million, or 3.4%, compared to $47.4 million in the same period of 2022. Net sales in the other thermal components product group for the three months ended March 31, 2023 were $26.7 million, an increase of $1 million, or 3.8%, compared to $25.7 million in the three months ended March 31, 2022. Temperature Control's net sales for the first quarter of 2023 reflect the impact of the timing of pre-season customer orders in 2023, and are in line with the strong pre-season customer orders of the first quarter of 2022 when sales were up 30% and customers replenished their prior year inventory levels. Overall, full year results at Temperature Control will be dependent upon summer weather conditions and customer inventory levels.

Engineered Solutions' net sales for the three months ended March 31, 2023 decreased $1.5 million, or 2%, to $71 million compared to $72.5 million in the same period of 2022. Net sales in the commercial vehicle product group for the three months ended March 31, 2023 were $19.9 million, a decrease of $1.6 million, or 7.4%, compared to $21.5 million in the same period of 2022. Net sales in the construction and agriculture product group for the three months ended March 31, 2023 were $12.8 million, an increase of $1.8 million, or 16.4%, when compared to $11 million in the three months ended March 31, 2022. Net sales in the light vehicle product group for the three months ended March 31, 2023 were $23 million, a decrease of $3.1 million, or 11.9%, when compared to $26.1 million in the three months ended March 31, 2022. Net sales in the all other product group for the three months ended March 31, 2023 were $15.4 million, an increase of $1.4 million, or 10%, when compared to $14 million in the three months ended March 31, 2022. Although Engineered Solutions net sales decreased slightly year-over-year due to a change in one customer's production schedule however, we continue to be optimistic about the long-term growth potential of the complementary markets served in our newly created Engineered Solutions operating segment.

Gross Margins. Gross margins, as a percentage of consolidated net sales, were flat at 27.8% in both the first quarter of 2023 and 2022. The following table summarizes gross margins by segment for the three months ended March 31, 2023 and 2022, respectively (in thousands):



  Three Months Ended       Vehicle       Temperature       Engineered
       March 31,           Control         Control         Solutions        Other        Total
2023
Net sales                 $ 184,577     $      72,406     $     71,045     $     -     $ 328,028
Gross margins                58,472            19,155           13,640           -        91,267
Gross margin percentage        31.7 %            26.5 %           19.2 %         -          27.8 %

2022
Net sales                 $ 177,264     $      73,058     $     72,509     $     -     $ 322,831
Gross margins                55,424            19,488           14,928           -        89,840
Gross margin percentage        31.3 %            26.7 %           20.6 %         -          27.8 %


Compared to the first three months of 2022, gross margins at Vehicle Control increased 0.4 percentage points from 31.3% to 31.7%. Gross margins at Temperature Control decreased 0.2 percentage points from 26.7% to 26.5%, and gross margins at Engineered Solutions decreased 1.4 percentage points from 20.6% to 19.2%. Engineered Solutions gross margin as a percentage of sales is lower than that achieved in our Vehicle Control and Temperature Control aftermarket segments due to the different business profile with lower gross margins but comparable operating margins.

Gross margins in the first three months of 2023 reflect the positive impact of higher net sales and increased pricing, which were offset by lower fixed cost absorption due to lower production levels than those achieved in the same period in 2022, as we continued to work down our inventory levels, and continued inflationary cost increases in certain raw materials, labor and transportation expense. While we anticipate continued margin pressure resulting from inflationary headwinds, we believe that our annual cost initiatives coupled with our ability to pass through higher prices to our customers should help to offset much of this impact to our margins.



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Selling, General and Administrative Expenses. Selling, general and administrative expenses ("SG&A") increased to $69.6 million, or 21.2% of consolidated net sales, in the first quarter of 2023, as compared to $62.9 million, or 19.5% of consolidated net sales in the first quarter of 2022. The $6.7 million increase in SG&A expenses in the first quarter of 2023 as compared to the first quarter of 2022 is principally due to (1) higher interest rate related costs of $5.5 million incurred in our supply chain financing arrangements, and (2) higher distribution and freight costs related to higher sales. Excluding the impact of the incremental interest rate costs incurred in our supply chain financing arrangements, SG&A expenses in the first quarter of 2023 were 19.5% of consolidated net sales, matching the percentage in the comparable prior year period.

Restructuring and Integration Expenses. Restructuring and integration expenses were $0.9 million in first three months of 2023 compared to $41,000 in the same period of 2022. Restructuring and integration expenses incurred in the first three months of 2023 relate to product line relocations from our Independence, Kansas manufacturing facility and from our St. Thomas, Canada manufacturing facility to our manufacturing facilities in Reynosa, Mexico, as part of our Cost Reduction Initiative announced during the fourth quarter of 2022. Total restructuring expenses incurred during the three months ended March 31, 2023 related to the initiative of $0.9 million consisted of (1) expenses of approximately $0.8 million consisting of employee severance related to our product line relocations, and (2) expenses of approximately $0.1 million related to the relocation of machinery and equipment to our manufacturing facilities in Reynosa, Mexico. Additional restructuring costs related to the initiative, and expected to be incurred, are approximately $1.9 million. We anticipate that the Cost Reduction Initiative will be completed by the end of 2023.

Operating Income. Operating income was $20.7 million, or 6.3% of consolidated net sales, in the first quarter of 2023 compared to $26.9 million, or 8.3% of consolidated net sales, in the first quarter of 2022. The year-over-year decrease in operating income of $6.2 million is primarily the result of the impact of higher interest rate related costs of $5.5 million incurred in our supply chain financing arrangements included in SG&A expenses offset, in part, by higher consolidated net sales.

Other Non-Operating Income (Expense), Net. Other non-operating income, net was $0.2 million in the first quarter of 2023, compared to other non-operating income, net of $1.4 million in the first quarter of 2022. The year-over-year decrease in other non-operating income (expense), net results from the decrease in year-over-year equity income from our joint ventures, due in part to lower production related to inventory reduction plans, and the unfavorable impact of changes in foreign currency exchange rates.

Interest Expense. Interest expense increased to $3.9 million in the first quarter of 2023 compared to $0.8 million in the same period of 2022. The year-over-year increase in interest expense reflects the impact of higher year-over-year average interest rates on our credit facilities, and the impact of higher average outstanding borrowings in the first quarter of 2023 when compared to the first quarter of 2022.

Income Tax Provision. The income tax provision in the first quarter of 2023 was $4.4 million at an effective tax rate of 25.6% compared to $7 million at an effective tax rate of 25.4% for the same period in 2022. The effective tax rate was essentially flat year-over-year.

Loss from Discontinued Operations. During the first quarter of 2023 and 2022, the loss from discontinued operations, net of tax was $0.8 million and $1.1 million, respectively. The loss from discontinued operations, net of tax, reflects legal expenses associated with our asbestos-related liability. As discussed more fully in Note 18, "Commitments and Contingencies" in the notes to our consolidated financial statements (unaudited), we are responsible for certain future liabilities relating to alleged exposure to asbestos containing products.



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Net Earnings (Loss) Attributable to Noncontrolling Interest. Net earnings (loss) attributable to noncontrolling interest relates to our 70% ownership in a joint venture in Hong Kong, with operations in Shanghai and Wuxi, China ("Trombetta Asia, Ltd."). Net earnings attributable to the noncontrolling interest of $39,000 during the three months ended March 31, 2023 and the net loss attributable to the noncontrolling interest of $8,000 during the three months ended March 31, 2022 represents 30% of the net earnings (loss) of Trombetta Asia, Ltd.

Restructuring and Integration Programs

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

Liquidity and Capital Resources

Operating Activities. During the first three months of 2023, cash used in operating activities was $20.4 million compared to $104 million in the same period of 2022. The decrease in cash used in operating activities resulted primarily from the smaller year-over-year increase in accounts receivable, the decrease in inventories compared to an increase in inventories in the prior year, the larger year-over-year increase in accounts payable, and the smaller year-over-year decrease in sundry payables and accrued expenses, partially offset by the decrease in net earnings, and the smaller year-over-year decrease in prepaid expenses and other current assets.

Net earnings during the first quarter of 2023 were $12 million compared to $19.4 million in the first quarter of 2022. During the first three months of 2023, (1) the increase in accounts receivable was $42.6 million compared to the year-over-year increase in accounts receivable of $44.7 million in 2022; (2) the decrease in inventories was $6.2 million compared to the year-over-year increase in inventories of $67.7 million in 2022; (3) the increase in accounts payable was $4.8 million compared to the year-over-year increase in accounts payable of $1.9 million in 2022; (4) the decrease in prepaid expenses and other current assets was $1.2 million compared to the year-over-year decrease in prepaid expenses and other current assets of $2.2 million in 2022; and (5) the decrease in sundry payables and accrued expenses was $10.7 million compared to the year-over-year decrease in sundry payables of $21.2 million in 2022. The $66.7 million increase in inventories during the first quarter of 2022 reflects actions taken to meet continued strong customer demand, the timing of inventory purchases at our Temperature Control segment in anticipation of the upcoming summer selling season, and to serve as a hedge against the continuing disruptions in the supply chain. Inventories during the first quarter of 2023 decreased $6.2 million, as we continue to actively manage our working capital to maximize our operating cash flow. We anticipate further inventory decreases during 2023 as we reach more normalized inventory levels.

Investing Activities. Cash used in investing activities was $4.4 million in the first three months of 2023 compared to $6.4 million in the same period of 2022. Investing activities during the first three months of 2023 and 2022 consisted of capital expenditures of $4.4 million and $6.4 million, respectively.

Financing Activities. Cash provided by financing activities was $27.3 million in the first three months of 2023 as compared to $108.3 million in the same period of 2022. During the first three months of 2023, (1) we increased borrowings under our Credit Agreement by $33.5 million; and (2) we paid dividends of $6.3 million. Cash provided by borrowings under our Credit Agreement in the three months ended March 31, 2023 was used to fund our operating activities, investing activities, and pay dividends.

During the first three months of 2022, (1) we increased borrowings under our revolving credit facility by $120.2 million, (2) we made cash payments for the repurchase of shares of our common stock of $6.5 million; and (2) we paid dividends of $5.9 million. Cash provided by borrowings under our revolving credit facility in the three months ended March 31, 2022 was used to fund our operating activities, investing activities, purchase shares of our common stock, and pay dividends.

Dividends of $6.3 million and $5.9 million were paid in 2023 and 2022, respectively. In February 2023, our Board of Directors voted to increase our quarterly dividend from $0.27 per share in 2022 to $0.29 per share in 2023.




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Liquidity.

Our primary cash requirements include working capital, capital expenditures, regular quarterly dividends, stock repurchases, principal and interest payments on indebtedness and acquisitions. Our primary sources of funds are ongoing net cash flows from operating activities and availability under our Credit Agreement (as detailed below).

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

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

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

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

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

Outstanding borrowings at March 31, 2023 under the Credit Agreement were $273 million, consisting of current borrowings of $57.6 million and long-term debt of $215.4 million; while outstanding borrowings at December 31, 2022 were $239.5 million, consisting of current borrowings of $55 million and long-term debt of $184.5 million. Letters of credit outstanding under the Credit Agreement were $2.4 million at both March 31, 2023 and December 31, 2022.




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At March 31, 2023, the weighted average interest rate under our Credit Agreement was 5.6%, which consisted of $273 million in borrowings under Term SOFR, adjusted for the impact of the interest rate swap agreement on $100 million of borrowings. At December 31, 2022, the weighted average interest rate under our Credit Agreement was 5.2%, which consisted of $237 million in borrowings at 5.2% under Term SOFR, adjusted for the impact of the interest rate swap agreement on $100 million of borrowings, and an alternative base rate borrowing of $2.5 million at 8%. During the three months ended March 31, 2023, our average daily alternative base rate loan balance was $0.3 million, compared to a balance of $2.6 million for the three months ended March 31, 2022 and a balance of $5.6 million for the year ended December 31, 2022.

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

In October 2022, our Polish subsidiary, SMP Poland sp. z.o.o., amended its overdraft facility with HSBC Continental Europe (Spolka Akcyjna) Oddzial w Polsce to provide for borrowings under the facility in Euros and U.S. Dollars. Under the amended terms, the overdraft facility provides for borrowings of up to Zloty 30 million (approximately $7 million) if borrowings are solely in Zloty, or up to 85% of the Zloty 30 million limit (approximately $5.9 million) if borrowings are in Euros and/or U.S. Dollars. The overdraft facility has an initial maturity date in December 2022, with automatic three-month renewals until June 2027, subject to cancellation by either party, at its sole discretion, at least 30 days prior to the commencement of the three-month renewal period. Borrowings under the amended overdraft facility will bear interest at a rate equal to (1) the one month Warsaw Interbank Offered Rate ("WIBOR") + 1.5% for borrowings in Polish Zloty, (2) the one month Euro Interbank Offered Rate ("EURIBOR") + 1.5% for borrowings in Euros, and (3) the Mid-Point of the Fed Target Range + 1.75% for borrowings in U.S Dollars. Borrowings under the overdraft facility are guaranteed by Standard Motor Products, Inc., the ultimate parent company. There were no borrowings outstanding under the overdraft facility at both March 31, 2023 and December 31, 2022.

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

Pursuant to these agreements, we sold $170.9 million and $155.7 million of receivables during the three months ended March 31, 2023 and 2022, respectively. Receivables presented at financial institutions and not yet collected as of March 31, 2023 were approximately $2.6 million and remained in our accounts receivable balance as of that date. There were no receivables presented at financial institutions and not yet collected as of December 31, 2022. All receivables sold were reflected as a reduction of accounts receivable in the consolidated balance sheet at the time of sale. A charge in the amount of $9 million and $3.5 million related to the sale of receivables is included in selling, general and administrative expense in our consolidated statements of operations for the three months ended March 31, 2023 and 2022, respectively.

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




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In July 2022, our Board of Directors authorized the purchase of up to $30 million of our common stock under a stock repurchase program. Stock will be purchased from time to time in the open market, or through private transactions, as market conditions warrant. To date, there have been no repurchases of our common stock under the program.

Material Cash Commitments

Material cash commitments as of March 31, 2023 consist of required cash payments to service our outstanding borrowings of $273 million under our Credit Agreement with JPMorgan Chase Bank, N.A., as agent, the future minimum cash requirements of $94.2 million through 2034 under operating leases, and future cash payments relating to our restructuring activities of $2 million. All of our other cash commitments as of March 31, 2023 are not material. For additional information related to our material cash commitments, see Note 4, "Restructuring and Integration Expenses", Note 8, "Leases," and Note 9, "Credit Facilities and Long-Term Debt," in the notes to our consolidated financial statements (unaudited).

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

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

Critical Accounting Policies and Estimates

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

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



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Recently Issued Accounting Pronouncements

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

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