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, that cannot be
recouped in product pricing; the performance of the aftermarket, heavy duty,
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
widespread public health crisis, including the novel coronavirus (COVID-19)
pandemic; 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



We are a leading automotive parts manufacturer and distributor for engine
management and temperature control systems of motor vehicles in the automotive
aftermarket industry with a complementary focus on the heavy duty, industrial
equipment and original equipment markets.

We are organized into two operating segments.  Each segment focuses on providing
our customers with full-line coverage of its products, and a full suite of
complementary services that are tailored to our customers' business needs and
driving end-user demand for our products.  We sell our products primarily to
automotive aftermarket retailers, program distribution groups, warehouse
distributors, original equipment manufacturers and original equipment service
part operations in the United States, Canada, Europe, Asia, Mexico and other
Latin American countries.

Seasonality

Historically, our operating results have fluctuated by quarter, with the
greatest sales occurring in the second and third quarters of the year and
revenues generally being recognized at the time of shipment. It is in these
quarters that demand for our products is typically the highest, specifically in
the Temperature Control Segment of our business.  In addition to this
seasonality, the demand for our temperature control products during the second
and third quarters of the year may vary significantly with the summer weather
and customer inventories.  Ordinarily, a warm summer, as we experienced in 2020,
would increase the demand for our temperature control products, while a somewhat
mild summer, as we experienced in 2019, may lessen such demand.  In 2020,
however, due to the impact of the COVID-19 pandemic, we initially experienced a
significant reduction in customer demand for our products in the second quarter,
with customer demand strengthening in the last half of the quarter and
continuing throughout the second half of the year. 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 build­up of air conditioning products is converted to sales and
payments on the receivables associated with such sales have yet to be received.
During this period, our working capital requirements are typically funded by
borrowing from our revolving credit facility.

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Inventory Management



We face inventory management issues as a result of overstock returns.  We permit
our customers to return new, undamaged products to us within customer-specific
limits (which are generally limited to a specified percentage of their annual
purchases from us) in the event that they have overstocked their inventories.
In addition, the seasonality of our Temperature Control Segment requires that we
increase our inventory during the winter season in preparation of the summer
selling season and customers purchasing such inventory have the right to make
returns.  We accrue for overstock returns as a percentage of sales after giving
consideration to recent returns history.

Discounts, Allowances, and Incentives



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

Environmental, Social and Governance (ESG) and Human Capital

Our Culture



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.  We believe that
our commitment to our Company, our employees and the communities within which we
operate has led to high employee satisfaction and low employee turnover, and our
commitment to our customers, suppliers and business partners has resulted in
high customer satisfaction, as evidenced by the customer awards that we
routinely win, and decades-long customer relationships.

We also take environmental and social issues seriously.  We believe that our
commitment to identifying and implementing positive environmental and social
related business practices strengthens our Company, improves our relationship
with our shareholders and better serves our customers, our communities and the
broader environment within which we conduct our business. To further our
commitment to these values, in 2020, we formed a multi-disciplinary leadership
team comprised of our Chief Executive Officer and other executive officers to
lead our efforts in this area, and we launched the SMPCaresTM initiative to put
our philanthropic plans into practice.

For further information regarding our Environmental, Social and Governance (ESG)
and Human Capital policies and practices, refer to Item 1 "Business" under the
heading "Environmental, Social and Governance (ESG) and Human Capital" of our
Annual Report on Form 10-K for the year ended December 31, 2020.

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Impact of the Novel Coronavirus ("COVID-19")



On an ongoing basis, we continue to monitor the impact, if any, of the novel
coronavirus ("COVID-19") on the global economy, our industry, business, and the
markets that we serve.  In response to the COVID-19 pandemic, in 2020, we
established a committee, comprised of our executive officers, to oversee the
Company's risk identification, management and mitigation strategies regarding
the impact of the pandemic on our business and operations.  The committee
continues to meet on a regular basis, monitoring events related to the pandemic,
and any appropriate actions to be taken.  Among the issues that are actively
being monitored by the committee are the general state of economic conditions,
governmental measures in response to the pandemic, and the enactment of policies
and practices to ensure the health and safety of our employees, contractors and
customers, as well as customer demand for our products and any potential
disruptions in our supply chain.

As related to the performance of our business, we were declared an essential
business under national and regional shelter-in-place orders and, as such, our
business operations continued throughout 2020.  After a downturn in net sales
initially in the second quarter of 2020, customer orders strengthened in the
last half of the second quarter and continued throughout 2020, resulting in
strong net sales for the year ended December 31, 2020.  Net sales in the first
quarter of 2021 continued a trend back to normal, as we experienced demand for
our products that was more in line with years prior to 2020.

Regarding the health and welfare of our employees, contractors and customers, we
have implemented a number of policies and practices at all of our facilities.
We have provided personal protection equipment, including face masks and gloves,
to all our employees and require their usage while at work, have installed
Plexiglas partitions where appropriate, and require temperature checks for all
employees and visitors upon entering our facilities.  We have established
protocols for individuals who have tested positive, and for employees who have
symptoms or have been exposed to the virus.  All of our facilities are
thoroughly cleaned and sanitized daily, and all state mandated protocols are
followed as employees return to work. The health and safety of our employees,
vendors and visitors has always been and will continue to be our first priority.

Although our business remains strong and we continue to monitor the impact of
the pandemic, any uncertain future effect of the pandemic may have a material
adverse effect on our business, financial condition and results of operations.

Impact of Changes in U.S. Trade Policy



Changes in U.S. trade policy, particularly as it relates to China, as with much
of our industry, have resulted in the assessment of increased tariffs on goods
that we import into the United States.  Although our operating results in 2021
have been only slightly impacted by the tariff costs associated with Chinese
sourced products, we have taken, and continue to take, several actions to
mitigate the impact of the increased tariffs, including but not limited to,
price increases to our customers.  We do not anticipate that the increased
tariffs will have a significant impact on our future operating results.
Although we are confident that we will be able to pass along the impact of the
increased tariffs to our customers, there can be no assurances that we will be
able to pass on the entire increased costs imposed by the tariffs.

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Interim Results of Operations

Comparison of the Three Months Ended March 31, 2021 to the Three Months Ended March 31, 2020



Sales.  Consolidated net sales for the three months ended March 31, 2021 were
$276.6 million, an increase of $22.3 million, or 8.7%, compared to $254.3
million in the same period of 2020, with the majority of our net sales to
customers located in the United States.  Consolidated net sales increased in
both our Engine Management and Temperature Control Segments.

The following table summarizes consolidated net sales by segment and by major
product group within each segment for the three months ended March 31, 2021 and
2020 (in thousands):

                                                                  Three Months Ended March 31,
                                                                    2021                 2020

Engine Management: Ignition, Emission Control, Fuel and Safety Related System Products

$      173,666       $      164,526
Wire and Cable                                                         38,352               36,592
Total Engine Management                                               212,018              201,118
Temperature Control:
Compressors                                                            33,374               25,348
Other Climate Control Parts                                            29,099               26,094
Total Temperature Control                                              62,473               51,442

All Other                                                               2,062                1,742

Total                                                          $      276,553       $      254,302



Engine Management's net sales increased $10.9 million, or 5.4%, to $212 million
for the three months ended March 31, 2021.  Net sales in ignition, emission
control, fuel and safety related system products for the three months ended
March 31, 2021 were $173.6 million, an increase of $9.1 million, or 5.6%,
compared to $164.5 million in the same period of 2020.  Net sales in the wire
and cable product group for the three months ended March 31, 2021 were $38.4
million, an increase of $1.8 million, or 4.8%, compared to $36.6 million in the
three months ended March 31, 2020.  Engine Management's increase in net sales
for the first quarter of 2021 compared to the same period in 2020 reflects the
impact of continued strong customer POS sales, including increases in the double
digit range for many of our customers, and the favorable year-over-year impact
of having lower net sales in the second half of March 2020 due to the general
weakness in the economy caused by the COVID-19 pandemic. Both of these impacts
more than offset the impact of the lower net sales from the decision, in
December 31, 2020, of a large retail customer to pursue a private brand
strategy.  Although net sales to this customer continued in the first quarter of
2021, any additional net sales to this customer for the remainder of 2021 are
not anticipated to be significant.

Temperature Control's net sales increased $11 million, or 21.4%, to $62.5
million for the three months ended March 31, 2021.  Net sales in the compressors
product group for the three months ended March 31, 2021 were $33.4 million, an
increase of $8 million, or 31.7%, compared to $25.4 million in the same period
of 2020.  Net sales in the other climate control parts product group for the
three months ended March 31, 2021 were $29.1 million, an increase of $3 million,
or 11.5%, compared to $26.1 million in the three months ended March 31, 2020.
Temperature Control's increase in net sales for the first quarter of 2021
compared to the same period in 2020 reflects the impact of strong pre-season
orders in the first quarter of 2021 that did not occur in the first quarter of
2020, and the favorable year-over-year impact of having lower net sales in the
second half of March 2020 due to the general weakness in the economy caused by
the COVID-19 pandemic.  Our pre-season orders continue to be strong in the
second quarter of 2021 as our customers replenish their shelves from a warm 2020
summer, however, full year results will be dependent upon upcoming summer
weather conditions and customer inventory levels.

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Gross Margins.  Gross margins, as a percentage of consolidated net sales,
increased to 30.3% in the first quarter of 2021, compared to 27.7% in the first
quarter of 2020.  The following table summarizes gross margins by segment for
the three months ended March 31, 2021 and 2020, respectively (in thousands):

  Three Months Ended         Engine         Temperature
       March 31,           Management         Control         Other        Total
2021
Net sales                 $    212,018     $      62,473     $ 2,062     $ 276,553
Gross margins                   65,070            15,995       2,719        83,784
Gross margin percentage           30.7 %            25.6 %         -          30.3 %

2020
Net sales                 $    201,118     $      51,442     $ 1,742     $ 254,302
Gross margins                   56,705            12,096       1,594        70,395
Gross margin percentage           28.2 %            23.5 %         -          27.7 %



Compared to the first three months of 2020, gross margins at Engine Management
increased 2.5 percentage points from 28.2% to 30.7%, while gross margins at
Temperature Control increased 2.1 percentage points from 23.5% to 25.6%.  The
gross margin percentage increase in Engine Management compared to the prior year
mainly reflects higher year-over-year absorption due to higher production
volumes and the favorable impact of year-over-year production variances carried
over from the prior year. Additionally, the increase reflects to a lesser extent
the impact of net sales made without the usual customer discounts, rebates, and
allowances for overstock returns to the large retail customer that decided to
pursue a private brand strategy in December 2020.  The gross margin percentage
increase in Temperature Control compared to the prior year reflects higher
year-over-year absorption due to higher production volumes, and the favorable
impact of year-over-year production variances carried over from the prior year.
The higher production volumes at both Engine Management and Temperature Control
is reflective of our effort to rebuild inventory in response to the continued
strong customer POS sales and the timing of customer purchases. While we
anticipate the ongoing benefit of high production levels, we expect some
offsetting inflationary cost increases in labor, certain raw materials and
transportation.

Selling, General and Administrative Expenses.  Selling, general and
administrative expenses ("SG&A") decreased to $54.5 million, or 19.7% of
consolidated net sales, in the first quarter of 2021, as compared to $55.9
million, or 22% of consolidated net sales in the first quarter of 2020.  The
$1.4 million decrease in SG&A expenses in the first quarter of 2021 as compared
to the first quarter of 2020 is principally due to lower selling and marketing
expenses, which more than offset the higher distribution costs associated with
higher sales volumes and the impact of an increase in freight costs.  The lower
year-over-year selling and marketing expenses reflects the ongoing impact of
discretionary cost reduction measures implemented in 2020 and carried over into
2021.

Operating Income.  Operating income increased to $29.3 million in the first
quarter of 2021, compared to $14.3 million in the first quarter of 2020.  The
increase of $15 million is the result of the impact of higher consolidated net
sales, higher gross margins as a percentage of consolidated net sales, and lower
SG&A expenses.

Other Non-Operating Income (Expense), Net.  Other non-operating income, net was
$0.6 million in the first quarter of 2021, compared to other non-operating
expense, net of $0.5 million in the first quarter of 2020.  The year-over-year
increase in other non-operating income (expense), net results from the increase
in year-over-year equity income from our joint ventures and the favorable impact
of changes in foreign currency exchange rates.  During the first quarter of
2020, our joint ventures in China experienced temporary shutdowns due to the
impact of the COVID-19 pandemic, resulting in significantly lower equity
income.  In March 2020, the joint ventures reopened and resumed manufacturing
and distribution.

Interest Expense.  Interest expense decreased to $0.2 million in the first
quarter of 2021 compared to $0.9 million in the same period of 2020.  The
year-over-year decrease in interest expense reflects the impact of lower average
outstanding borrowings in the first quarter of 2021 when compared to the first
quarter of 2020, and lower year-over-year average interest rates on our
revolving credit facility.

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Income Tax Provision. The income tax provision in the first quarter of 2021 was
$7.6 million at an effective tax rate of 25.5% compared to $3.3 million at an
effective tax rate of 25.6% for the same period in 2020.  The effective tax rate
was essentially flat year-over-year.

Loss from Discontinued Operations.  During the first quarter of 2021 and 2020,
the loss from discontinued operations, net of tax was $1.2 million and $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 16, "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.

Restructuring and Integration Programs

All of our restructuring and integration programs have been substantially completed. 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 2021, cash used in
operating activities was $11.4 million compared to $32.8 million in the same
period of 2020.  The decrease in cash used in operating activities resulted
primarily from the increase in net earnings, the decrease in accounts receivable
compared to an increase in accounts receivable in the prior year, the increase
in accounts payable compared to a decrease in accounts payable in the prior
year, and the larger year-over-year decrease in prepaid expenses and other
current assets, partially offset by the larger year-over-year increase in
inventories, and the larger year-over-year decrease in sundry payables and
accrued expenses.

Net earnings during the first quarter of 2021 were $21 million compared to $8.6
million in the first quarter of 2020.  During the first three months of 2021,
(1) the decrease in accounts receivable was $23.5 million compared to the
year-over-year increase in accounts receivable of $28.1 million in 2020; (2) the
increase in inventories was $46.3 million compared to the year-over-year
increase in inventories of $5.3 million in 2020; (3) the increase in accounts
payable was $8.4 million compared to the year-over-year decrease in accounts
payable of $11.9 million in 2020; (4) the decrease in prepaid expenses and other
current assets was $3.8 million compared to the year-over-year decrease in
prepaid expenses and other current assets of $1.3 million in 2020; and (5) the
decrease in sundry payables and accrued expenses was $29.5 million compared to
the year-over-year decrease in sundry payables of $7.3 million in 2020.  The
increase in inventories during the first quarter of 2021 reflects the actions we
took to replenish stock levels which were depleted after record sales in the
last half of 2020, and the timing of inventory purchases at our Temperature
Control segment in anticipation of the summer selling season.  We continue to
actively manage our working capital to maximize our operating cash flow.

Investing Activities.  Cash used in investing activities was $7 million in the
first three months of 2021, compared to $4.4 million in the same period of
2020.  Investing activities during the first three months of 2021 consisted of
the payment of $2.1 million for our acquisition of certain assets of the soot
sensor product lines from Stoneridge, Inc., and capital expenditures of $4.9
million; while investing activities during the first three months of 2020
consisted of capital expenditures of $4.4 million.

Financing Activities.  Cash provided by financing activities was $16.1 million
in the first three months of 2021 as compared to $40 million in the same period
of 2020.  During the first three months of 2021, (1) we increased borrowings
under our revolving credit facility by $31 million as compared to the increase
in borrowings under our revolving credit facility of $52.5 million in 2020; (2)
we made cash payments in the first three months of 2021 for the repurchase of
shares of our common stock of $11.1 million as compared to $8.7 million in 2020;
and (3) we paid dividends of $5.6 million in each of the first three months of
2021 and 2020.

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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 secured
revolving credit facility (as detailed below).

In December 2018, we amended our Credit Agreement with JPMorgan Chase Bank,
N.A., as agent, and a syndicate of lenders.  The amended credit agreement
provides for a senior secured revolving credit facility with a line of credit of
up to $250 million (with an additional $50 million accordion feature) and
extends the maturity date to December 2023.  The line of credit under the
amended agreement also allows for a $10 million line of credit to Canada as part
of the $250 million available for borrowing.  Direct borrowings under the
amended credit agreement bear interest at LIBOR plus a margin ranging from 1.25%
to 1.75% based on our borrowing availability, or floating at the alternate base
rate plus a margin ranging from 0.25% to 0.75% based on our borrowing
availability, at our option.  The amended credit agreement is guaranteed by
certain of our subsidiaries and secured by certain of our assets.

Borrowings under the amended credit agreement are secured by substantially all
of our assets, including accounts receivable, inventory and certain fixed
assets, and those of certain of our subsidiaries.  Availability under the
amended credit agreement is based on a formula of eligible accounts receivable,
eligible drafts presented to the banks under our supply chain financing
arrangements and eligible inventory.  After taking into account outstanding
borrowings under the amended credit agreement, there was an additional $206.3
million available for us to borrow pursuant to the formula at March 31, 2021.
The loss of business of one or more of our key customers or, a significant
reduction in purchases of our products from any one of them, could adversely
impact availability under our revolving credit facility.

Outstanding borrowings under the amended credit agreement, which are classified
as current liabilities, were $41 million and $10 million at March 31, 2021 and
December 31, 2020, respectively; while letters of credit outstanding under the
credit agreement were $2.6 million and $2.8 million at March 31, 2021 and
December 31, 2020, respectively.  Borrowings under the amended credit agreement
have been classified as current liabilities based upon accounting rules and
certain provisions in the agreement.

At March 31, 2021, the weighted average interest rate on our amended credit
agreement was 1.8%, which consisted of $33 million in direct borrowings at 1.4%
and an alternative base rate loan of $8 million at 3.5%.  At December 31, 2020,
the weighted average interest rate on our amended credit agreement was 1.4%,
which consisted of $10 million in direct borrowings.  During the three months
ended March 31, 2021, our average daily alternative base rate loan balance was
$1.2 million compared to a balance of $2.5 million for the three months ended
March 31, 2020 and a balance of $1.5 million for the year ended December 31,
2020.

At any time that our borrowing availability is less than the greater of either
(a) $25 million, or 10% of the commitments if fixed assets are not included in
the borrowing base, or (b) $31.25 million, or 12.5% of the commitments if fixed
assets are included in the borrowing base, the terms of the amended credit
agreement provide for, among other provisions, a financial covenant requiring
us, on a consolidated basis, to maintain a fixed  charge coverage ratio of 1:1
at the end of each fiscal quarter (rolling four quarters).  As of March 31,
2021, we were not subject to these covenants.  The amended credit agreement
permits us to pay cash dividends of $20 million and make stock repurchases of
$20 million in any fiscal year subject to a minimum availability of $25
million.  Provided specific conditions are met, the amended credit agreement
also permits acquisitions, permissible debt financing, capital expenditures, and
cash dividend payments and stock repurchases of greater than $20 million.

Our Polish subsidiary, SMP Poland sp. z.o.o., has entered into an overdraft
facility with HSBC France (Spolka Akcyjna) Oddzial w Polsce, formerly HSBC Bank
Polska S.A., for Zloty 30 million (approximately $7.6 million).  The facility,
as amended, expires in December 2021.  Borrowings under the overdraft facility
will bear interest at a rate equal to WIBOR + 1.5% and are guaranteed by
Standard Motor Products, Inc., the ultimate parent company.  At March 31, 2021
and December 31, 2020, borrowings under the overdraft facility were Zloty 5.9
million (approximately $1.5 million) and Zloty 0.4 million (approximately $0.1
million), respectively.

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

Pursuant to these agreements, we sold $191.4 million and $150.2 million of
receivables during the three months ended March 31, 2021 and 2020, respectively,
which was reflected as a reduction of accounts receivable in the consolidated
balance at the time of sale.  A charge in the amount of $2.7 million and $2.8
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, 2021 and 2020, 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, delays or failures in collecting trade accounts
receivables.  The utility of the supply chain financing arrangements also
depends upon the LIBOR rate, as it is a component of the discount rate
applicable to each arrangement.  If the LIBOR rate increases significantly, we
may be negatively impacted as we may not be able to pass these added costs on to
our customers, which could have a material and adverse effect upon our financial
condition, results of operations and cash flows.

In March 2020, our Board of Directors authorized the purchase of up to $20
million of our common stock under a stock repurchase program.  As of December
31, 2020, there was approximately $6.5 million available for future stock
purchases under the program.  During the three months ended March 31, 2021, we
repurchased 150,273 shares of our common stock at a total cost of $6.5 million,
thereby completing the 2020 Board of Directors authorization.

In February 2021, our Board of Directors authorized the purchase of up to an
additional $20 million of our common stock under a new stock repurchase
program.  Stock will be purchased from time to time, in the open market or
through private transactions, as market conditions warrant.  Under this program,
during the three months ended March 31, 2021, we repurchased 105,353 shares of
our common stock at a total cost of $4.6 million.  As of March 31, 2021, there
was approximately $15.4 million available for future stock purchases under the
program.  There have been no additional common stock repurchases under the
program.

We anticipate that our cash flow from operations, available cash and available
borrowings under our revolving credit facility will be adequate to meet our
future liquidity needs for at least the next twelve months.  Significant
assumptions underlie this belief, including, among other things, that we will be
able to mitigate the future impact, if any, of the COVID-19 pandemic and the
decision of a large retail customer to pursue a private brand strategy for its
engine management product line on our business and operating cash flow by
managing our inventories and production levels to align with customer demand for
our products, and effectively managing our costs and expenses, 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 revolving credit facility in amounts sufficient to enable us to pay the
principal and interest on our indebtedness, or to fund our other liquidity
needs.  In addition, if we default on any of our indebtedness, or breach any
financial covenant in our revolving credit facility, our business could be
adversely affected.

For further information regarding the risks of our business, refer to Item 1A
"Risk Factors" of our Annual Report on Form 10-K for the year ended December 31,
2020.

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The following table summarizes our contractual commitments as of March 31, 2021 and expiration dates of commitments through 2028 (a):



                                                                                        2026-
(In thousands)            2021         2022        2023        2024        2025         2028       Total
Operating lease
obligations             $  6,853     $  7,940     $ 6,468     $ 4,416     $ 3,364     $ 6,084     $ 35,125
Postretirement
benefits                      24           29          25          25          25          25          153
Severance payments
related to
restructuring and
integration                   89           40           1           -           -           -          130
Total commitments       $  6,966     $  8,009     $ 6,494     $ 4,441     $ 3,389     $ 6,109     $ 35,408

(a) Indebtedness under our revolving credit facility is not included in the table

above as it is reported as a current liability in our consolidated balance

sheets. As of March 31, 2021, amounts outstanding under our revolving credit

facilities were $41 million.

Critical Accounting Policies



We have identified several accounting policies as critical to our business
operations and the understanding of our results of operations.  The impact and
any associated risks related to these policies on our business operations is
discussed throughout "Management's Discussion and Analysis of Financial
Condition and Results of Operations," where such policies affect our reported
and expected financial results. There have been no material changes to our
critical accounting policies and estimates from the information provided in Note
1 of the notes to our consolidated financial statements in our Annual Report on
Form 10-K for the year ended December 31, 2020.

You should be aware that preparation of our consolidated quarterly financial
statements in this Report requires us to make estimates and assumptions that
affect the reported amount of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of our consolidated financial
statements, and the reported amounts of revenue and expenses during the
reporting periods. We can give no assurances that actual results will not differ
from those estimates.  Although we do not believe that there is a reasonable
likelihood that there will be a material change in the future estimates, or in
the assumptions that we use in calculating the estimates, the uncertain future
effects, if any, of the COVID-19 pandemic, and other unforeseen changes in the
industry, or business, could materially impact the estimates, and may have a
material adverse effect on our business, financial condition and results of
operations.

Recently Issued Accounting Pronouncements

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


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