Edgar Filing: STONERIDGE INC

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended September 30, 2010

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

For the transition period from________to ________

Commission file number: 001-13337

STONERIDGE, INC.

(Exact name of registrant as specified in its charter)

Ohio		34-1598949
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

9400 East Market Street, Warren, Ohio		44484
(Address of principal executive offices)		(Zip Code)

(330) 856-2443

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. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No

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

Large accelerated filer ¨	Accelerated filer x	Non-accelerated filer ¨	Smaller reporting company ¨
		(Do not check if a smaller reporting company)

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

The number of Common Shares, without par value, outstanding as of October 22, 2010 was 25,974,765.

STONERIDGE, INC. AND SUBSIDIARIES

INDEX
		Page No.

PART I–FINANCIAL INFORMATION

Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets as of September 30, 2010 (Unaudited) and December 31, 2009	2
	Condensed Consolidated Statements of Operations (Unaudited) For the Three and Nine Months Ended September 30, 2010 and 2009	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended September 30, 2010 and 2009	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41

PART II–OTHER INFORMATION

Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults Upon Senior Securities	49
Item 4.	(Removed and Reserved)	49
Item 5.	Other Information	49
Item 6.	Exhibits	49

Signatures		50
Index to Exhibits		51
EX – 4.1
EX – 4.2
EX – 10.1
EX – 10.2
EX – 31.1
EX – 31.2
EX – 32.1
EX – 32.2

PART I–FINANCIAL INFORMATION

Item 1. Financial Statements.

STONERIDGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	September 30,			December 31,
	2010			2009
	(Unaudited)			(Audited)
ASSETS

Current Assets:
Cash and cash equivalents	$	84,894		$	91,907
Accounts receivable, less reserves of $1,589 and $2,350, respectively		109,780			81,272
Inventories, net		51,336			40,244
Prepaid expenses and other current assets		17,899			17,247
Total current assets		263,909			230,670

Long-Term Assets:
Property, plant and equipment, net		73,111			76,991
Investments and other long-term assets, net		63,035			54,864
Total long-term assets		136,146			131,855
Total Assets	$	400,055		$	362,525

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
Accounts payable	$	67,015		$	50,947
Accrued expenses and other current liabilities		51,895			36,827
Total current liabilities		118,910			87,774

Long-Term Liabilities:
Long-term debt		183,240			183,431
Other long-term liabilities		13,267			17,263
Total long-term liabilities		196,507			200,694

Shareholders' Equity
Preferred Shares, without par value, authorized 5,000 shares, none issued		-			-
Common Shares, without par value, authorized 60,000 shares, issued 25,975 and
25,301 shares and outstanding 25,443 and 25,000 shares, respectively,
with no stated value		-			-
Additional paid-in capital		160,784			158,748
Common Shares held in treasury, 532 and 301 shares, respectively, at cost		(413	)		(292	)
Accumulated deficit		(85,177	)		(91,560	)
Accumulated other comprehensive income		5,031			2,669
Total Stoneridge Inc. and Subsidiaries shareholders' equity		80,225			69,565
Noncontrolling interest		4,413			4,492
Total shareholders' equity		84,638			74,057
Total Liabilities and Shareholders' Equity	$	400,055		$	362,525

The accompanying notes are an integral part of these condensed consolidated financial statements.

STONERIDGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009

Net Sales	$	160,436		$	117,992		$	474,772		$	341,367

Costs and Expenses:
Cost of goods sold		124,406			90,909			365,595			281,413
Selling, general and administrative		31,011			24,449			92,026			80,373

Operating Income (Loss)		5,019			2,634			17,151			(20,419	)

Interest expense, net		5,720			5,559			16,956			16,594
Equity in earnings of investees		(3,884	)		(3,386	)		(6,186	)		(4,864	)
Other expense (income), net		559			(198	)		(1,140	)		447

Income (Loss) Before Income Taxes		2,624			659			7,521			(32,596	)

Provision (benefit) for income taxes		1,975			1,502			1,217			(409	)

Net Income (Loss)		649			(843	)		6,304			(32,187	)

Net Loss Attributable to Noncontrolling Interest		(35	)		-			(79	)		-

Net Income (Loss) Attributable to Stoneridge, Inc. and Subsidiaries	$	684		$	(843	)	$	6,383		$	(32,187	)

Basic Net Income (Loss) Per Share	$	0.03		$	(0.04	)	$	0.27		$	(1.37	)
Basic Weighted Average Shares Outstanding		23,972			23,761			23,939			23,580

Diluted Net Income (Loss) Per Share	$	0.03		$	(0.04	)	$	0.26		$	(1.37	)
Diluted Weighted Average Shares Outstanding		24,357			23,761			24,359			23,580

The accompanying notes are an integral part of these condensed consolidated financial statements.

STONERIDGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Nine Months Ended
	September 30,
	2010			2009
OPERATING ACTIVITIES:
Net income (loss)	$	6,304		$	(32,187	)
Adjustments to reconcile net income (loss) to net cash provided by
(used for) operating activities -
Depreciation		14,280			15,251
Amortization		876			733
Deferred income taxes		(184	)		(1,207	)
Earnings of equity method investees		(6,186	)		(4,864	)
(Gain) loss on sale of fixed assets		(12	)		292
Share-based compensation expense, net		1,607			854
Changes in operating assets and liabilities -
Accounts receivable, net		(28,163	)		11,228
Inventories, net		(11,024	)		18,272
Prepaid expenses and other		(179	)		(2,704	)
Accounts payable		15,425			(7,995	)
Accrued expenses and other		10,488			(251	)
Net cash provided by (used for) operating activities		3,232			(2,578	)

INVESTING ACTIVITIES:
Capital expenditures		(10,417	)		(8,779	)
Proceeds from sale of fixed assets		25			88
Net cash used for investing activities		(10,392	)		(8,691	)

FINANCING ACTIVITIES:
Share-based compensation activity, net		306			-
Revolving credit facility borrowings, net		438			-
Borrowings of debt, net		486			-
Other financing costs		-			(50	)
Net cash provided by (used for) financing activities		1,230			(50	)

Effect of exchange rate changes on cash and cash equivalents		(1,083	)		3,069

Net change in cash and cash equivalents		(7,013	)		(8,250	)

Cash and cash equivalents at beginning of period		91,907			92,692

Cash and cash equivalents at end of period	$	84,894		$	84,442

The accompanying notes are an integral part of these condensed consolidated financial statements.

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data, unless otherwise indicated)

(1) Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by Stoneridge, Inc. (the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission” or “SEC”). The information furnished in the condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to the Commission’s rules and regulations. The results of operations for the three and nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for the full year.

Although the Company believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2009.

(2) Inventories

Inventories are valued at the lower of cost or market. Cost is determined by the last-in, first-out (“LIFO”) method for approximately 72% and 69% of the Company’s inventories at September 30, 2010 and December 31, 2009, respectively, and by the first-in, first-out method for all other inventories. The Company adjusts its excess and obsolescence reserve at least on a quarterly basis. Excess inventories are quantities of items that exceed anticipated sales or usage for a reasonable period. The Company has guidelines for calculating provisions for excess inventories based on the number of months of inventories on hand compared to anticipated sales or usage. Management uses its judgment to forecast sales or usage and to determine what constitutes a reasonable period. Inventory cost includes material, labor and overhead. Inventories consist of the following at:

	September 30,			December 31,
	2010			2009

Raw materials	$	35,512		$	26,118
Work-in-progress		9,244			9,137
Finished goods		10,251			8,226
Total inventories		55,007			43,481
Less: LIFO reserve		(3,671	)		(3,237	)
Inventories, net	$	51,336		$	40,244

(3) Fair Value of Financial Instruments

Financial Instruments

A financial instrument is cash or a contract that imposes an obligation to deliver, or conveys a right to receive cash or another financial instrument. The carrying values of cash and cash equivalents, accounts receivable and accounts payable are considered to be representative of fair value because of the short maturity of these instruments. The estimated fair value of the Company’s senior notes (fixed rate debt) at September 30, 2010 and December 31, 2009, per quoted market sources, was $182.5 million and 180.3 million, respectively. The carrying value was $183.0 million as of September 30, 2010 and December 31, 2009.

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data, unless otherwise indicated)

Derivative Instruments and Hedging Activities

On September 30, 2010, the Company had open foreign currency forward contracts and commodity swaps. These contracts are used strictly for hedging and not for speculative purposes. Management believes that its use of these instruments to reduce risk is in the Company’s best interest. The counterparties to these financial instruments are financial institutions with strong credit ratings.

The Company conducts business internationally and therefore is exposed to foreign currency exchange rate risk. The Company uses derivative financial instruments as cash flow hedges to mitigate its exposure to fluctuations in foreign currency exchange rates by reducing the effect of such fluctuations on foreign currency denominated intercompany transactions and other foreign currency exposures. The currencies currently hedged by the Company include the Euro, Swedish krona and Mexican peso. In certain instances, the foreign currency forward contracts are marked to market, with gains and losses recognized in the Company’s condensed consolidated statement of operations as a component of other expense (income), net. The Company’s foreign currency forward contracts substantially offset gains and losses on the underlying foreign currency denominated transactions. As of September 30, 2010, the Company held foreign currency forward contracts to reduce the exposure related to the Company’s Euro-denominated and Swedish krona-denominated intercompany receivables. These contracts expire in November 2010. During the nine months ended September 30, 2010, the Company also held a foreign currency hedge contract to reduce the exposure related to the Company’s British pound-denominated intercompany receivables prior to their extinguishment. This contract expired in January 2010. For the nine months ended September 30, 2010, the Company recognized a $1,289 gain related to the Euro, British pound and Swedish krona contracts in the condensed consolidated statement of operations as a component of other expense (income), net. The Company also holds contracts intended to reduce exposure to the Mexican peso. These contracts were executed to hedge forecasted transactions, and therefore the contracts are accounted for as cash flow hedges. These Mexican peso-denominated foreign currency forward contracts expire monthly throughout 2010. The effective portion of the unrealized gain or loss is deferred and reported in the Company’s condensed consolidated balance sheets as a component of accumulated other comprehensive income. The Company’s expectation is that the cash flow hedges will be highly effective in the future. The effectiveness of the transactions has been and will be measured on an ongoing basis using regression analysis.

To mitigate the risk of future price volatility and, consequently, fluctuations in gross margins, the Company entered into a fixed price commodity swap with a financial institution to fix the cost of a portion of the Company’s copper purchases. In June 2010, the Company entered into a fixed price swap contract for 0.5 million pounds of copper, which covers the period from August 2010 to December 2010. Because this contract was executed to hedge forecasted transactions, the contract is accounted for as a cash flow hedge. The unrealized gain or loss for the effective portion of the hedge is deferred and reported in the Company’s condensed consolidated balance sheets as a component of accumulated other comprehensive income. The Company deems this cash flow hedge to be highly effective. The Company’s expectation is that the cash flow hedge will be highly effective in the future. The effectiveness of the transactions has been and will be measured on an ongoing basis using regression analysis.

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data, unless otherwise indicated)

The notional amounts and fair values of derivative instruments in the condensed consolidated balance sheets were as follows:

					Prepaid expenses				Accrued expenses and
	Notional amounts1				and other current assets				other current liabilities
	September 30,		December 31,		Sepetember 30,		December 31,		September 30,		December 31,
	2010		2009		2010		2009		2010		2009
Derivatives designated as hedging instruments:
Forward currency contracts	$	10,582	$	43,877	$	1,256	$	1,710	$	-	$	-
Commodity contracts		848		-		178		-		-		-
		11,430		43,877		1,434		1,710		-		-

Derivatives not designated as hedging instruments:
Forward currency contracts		27,425		8,363		-		34		2,942		-
Total derivatives	$	38,855	$	52,240	$	1,434	$	1,744	$	2,942	$	-

1 - Notional amounts represent the gross contract / notional amount of the derivatives outstanding.

Amounts recorded in other comprehensive income in shareholders’ equity and in net income for the three months ended September 30, 2010 were as follows:

			Amount of gain
	Amount of gain		reclassified from		Location of gain
	recorded in other		other comprehensive		reclassified from other
	comprehensive		income into net		comprehensive income
	income		income		into net income
Derivatives designated as cash flow hedges:
Forward currency contracts	$	605	$	906	Cost of goods sold
Commodity contracts		230		119	Cost of goods sold
	$	835	$	1,025

Amounts recorded in other comprehensive income in shareholder’s equity and in net income for the nine months ended September 30, 2010 were as follows:

			Amount of gain
	Amount of gain		reclassified from		Location of gain
	recorded in other		other comprehensive		reclassified from other
	comprehensive		income into net		comprehensive income
	income		income		into net income
Derivatives designated as cash flow hedges:
Forward currency contracts	$	2,389	$	2,843	Cost of goods sold
Commodity contracts		297		119	Cost of goods sold
	$	2,686	$	2,962

These derivatives will be reclassified from other comprehensive income to the consolidated statement of operations over the next three months.

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data, unless otherwise indicated)

The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value.

	September 30, 2010						December 31,
			Fair Value Estimated Using				2009
	Fair Value		Level 1 inputs(1)		Level 2 inputs(2)		Fair Value

Financial assets carried at fair value

Available for sale security	$	276	$	276	$	-	$	261
Forward currency contracts		1,256		-		1,256		1,744
Commodity contracts		178		-		178		-

Total financial assets carried at fair value	$	1,710	$	276	$	1,434	$	2,005

Financial liabilities carried at fair value

Forward currency contracts	$	2,942	$	-	$	2,942	$	-

(1)

Fair values estimated using Level 1 inputs, which consist of quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The available for sale security is an equity security that is publically traded.

(2)

Fair values estimated using Level 2 inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly and include among other things, quoted prices for similar assets in markets that are active or inactive as well as inputs other than quoted prices that are observable. For forward currency and commodity contracts, inputs include foreign currency exchange rates and commodity indexes.

As discussed in Note 17, on October 4, 2010, the Company entered into a fixed-to-floating interest rate swap agreement (the “Swap”) with a notional amount of $45.0 million. Under the Swap, the Company pays a variable interest rate equal to the six-month London Interbank Offered Rate (“LIBOR”) plus 7.19% and it receives a fixed interest rate of 9.5%. The Swap requires semi-annual settlements beginning on April 15, 2011 and every April 15 and October 15 thereafter until the Swap’s expiration on October 15, 2017.

(4) Share-Based Compensation

Total compensation expense recognized in the condensed consolidated statements of operations for share-based compensation arrangements was $689 and $257 for the three months ended September 30, 2010 and 2009, respectively. For the nine months ended September 30, 2010 and 2009, total compensation expense recognized in the condensed consolidated statements of operations for share-based compensation arrangements was $1,913 and $854, respectively. Included within financing activities within the condensed consolidated statement of cash flows for the nine months ended September 30, 2010 is $306 of excess tax benefit expense related to the vesting of restricted common shares.

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data, unless otherwise indicated)

(5) Comprehensive Income (Loss)

The components of comprehensive income (loss) attributable to Stoneridge, Inc. and subsidiaries, net of tax are as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009

Net income (loss)	$	649		$	(843	)	$	6,304		$	(32,187	)
Other comprehensive income (loss):
Currency translation adjustments		3,813			3,669			(2,461	)		5,563
Pension liability adjustments		-			61			5,089			(189	)
Unrealized gain (loss) on marketable securities		14			9			10			(10	)
Unrecognized gain (loss) on derivatives		(190	)		493			(276	)		4,667
Other comprehensive income		3,637			4,232			2,362			10,031
Consolidated comprehensive income (loss)		4,286			3,389			8,666			(22,156	)
Comprehensive loss attributable to noncontrolling interest		35			-			79			-
Comprehensive income (loss) attributable to Stoneridge, Inc. and subsidiaries	$	4,321		$	3,389		$	8,745		$	(22,156	)

Accumulated other comprehensive income, net of tax is comprised of the following:

	September 30,			December 31,
	2010			2009

Currency translation adjustments	$	3,611		$	6,072
Pension liability adjustments		-			(5,089	)
Unrealized loss on marketable securities		(14	)		(24	)
Unrecognized gain on derivatives		1,434			1,710
Accumulated other comprehensive income	$	5,031		$	2,669

(6) Long-Term Debt

Senior Notes

The Company had $183.0 million of senior notes outstanding at September 30, 2010 and December 31, 2009, respectively. The outstanding senior notes bear interest at an annual rate of 11.5% and mature on May 1, 2012. The senior notes are redeemable, at the Company’s option, at par until the maturity date. Interest is payable on May 1 and November 1 of each year. The senior notes do not contain restrictive financial performance covenants. The Company was in compliance with all non-financial covenants at September 30, 2010 and December 31, 2009.

On September 20, 2010, the Company commenced a tender offer to purchase for cash any and all of its 11.5% senior notes due May 1, 2012. The consent payment deadline was October 1, 2010 and the tender offer expired on October 18, 2010. For senior notes tendered before the consent payment deadline, the note holders received $1,002.50 for each $1,000.00 of principal amount of notes tendered. There was $109,733 of senior notes tendered prior to the consent payment deadline and an additional $154 tendered after the consent payment deadline but before the tender offer deadline. Holders tendering senior notes after the consent payment deadline were eligible to receive only the tender offer consideration of $1,000.00 per $1,000.00 principal amount of senior notes. On November 4, 2010 all senior notes which were not tendered will be redeemed by the Company at par.

As discussed in Note 17, on October 4, 2010, the Company issued $175.0 million of 9.5% senior secured notes due on October 15, 2017.

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data, unless otherwise indicated)

Credit Facilities

On November 2, 2007, the Company entered into an asset-based credit facility (the “credit facility”), which permits borrowing up to a maximum level of $100.0 million. At September 30, 2010 and December 31, 2009, there were no borrowings on the credit facility. The available borrowing capacity on the credit facility is based on eligible current assets less outstanding letters of credit, as defined. At September 30, 2010 and December 31, 2009, the Company had borrowing capacity of $72.4 million and $54.1 million, respectively, based on eligible current assets less outstanding letters of credit. The credit facility does not contain financial performance covenants which would constrain our borrowing capacity. However, restrictions do include limits on capital expenditures, operating leases, dividends and investment activities in a negative covenant which limits investment activities to $15.0 million minus certain guarantees and obligations. The credit facility requires a commitment fee of 0.375% on the unused balance. Interest is payable quarterly at either (i) the higher of the prime rate or the Federal Funds rate plus 0.50%, plus a margin of 0.00% to 0.25% or (ii) LIBOR plus a margin of 1.00% to 1.75%, depending upon the Company’s undrawn availability, as defined. The Company was in compliance with all covenants at September 30, 2010 and December 31, 2009.

As discussed in Note 17, on September 20, 2010, the Company entered into an Amended and Restated Credit and Security Agreement relating to the credit facility which became effective on October 4, 2010 and extended the expiration of the credit facility to November 1, 2012.

On October 13, 2009, the Company’s majority owned consolidated subsidiary, Bolton Conductive Systems, LLC (“BCS”) entered into a master revolving note (the “Revolver”), which permits borrowing up to a maximum level of $3.0 million. On September 29, 2010, BCS amended the Revolver to extend the maturity date to September 29, 2011 and reduced the interest rate margin to 2.0%. At September 30, 2010 and December 31, 2009, BCS had $1,126 and $688 in borrowings outstanding on the Revolver, respectively, which are included on the condensed consolidated balance sheets as a component of accrued expenses and other current liabilities. Interest is payable monthly at the prime referenced rate plus a 2.0% margin. At September 30, 2010 and December 31, 2009, the interest rate on the Revolver was 5.25% and 5.5%, respectively. The Company is a guarantor of BCS as it relates to the Revolver.

Other Debt

BCS has an installment note (“installment note”). Interest on the installment note is the prime referenced rate plus a 2.25% margin. At September 30, 2010 and December 31, 2009, the interest rate on the installment note was 5.5%. The installment note calls for monthly installment payments of principal and interest and matures in 2012. At September 30, 2010 and December 31, 2009, the principal amount due on the installment note was $366 and $483, respectively.

On August 20, 2010, the Company’s subsidiary located in Suzhou, China (“Suzhou”) entered into a term loan of 4,690 Chinese Yuan, which was approximately $700 at September 30, 2010 and is included on the condensed consolidated balance sheet as a component of accrued expenses and other current liabilities. The term loan matures on August 5, 2011. Interest is payable quarterly at the one-year lending rate published by The People’s Bank of China multiplied by 110.0%. At September 30, 2010, the interest rate on the term loan was 5.84%.

(7) Net Income (Loss) Per Share

Basic net income (loss) per share was computed by dividing net income (loss) by the weighted-average number of Common Shares outstanding for each respective period. Diluted net income per share was calculated by dividing net income by the weighted-average of all potentially dilutive Common Shares that were outstanding during the periods presented. For all periods in which the Company recognized a net loss the Company has recognized zero dilutive effect from securities as no anti-dilution is permitted.

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data, unless otherwise indicated)

Actual weighted-average shares outstanding used in calculating basic and diluted net income (loss) per share are as follows:

	Three Months Ended				Nine Months Ended
	September, 30				September, 30
	2010		2009		2010		2009

Basic weighted-average shares outstanding		23,972,045		23,761,019		23,938,839		23,580,024
Effect of dilutive securities		384,482		-		420,110		-
Diluted weighted-average shares outstanding		24,356,527		23,761,019		24,358,949		23,580,024

Options not included in the computation of diluted net income (loss) per share to purchase 113,250 and 180,250 Common Shares at an average price of $12.89 and $9.57, respectively, per share were outstanding at September 30, 2010 and 2009, respectively. These outstanding options were not included in the computation of diluted net income (loss) per share because their respective exercise prices were greater than the average market price of the Common Shares. These options were excluded from the computation of diluted earnings per share under the treasury stock method.

As of September 30, 2010, 455,400 performance-based restricted shares were outstanding. These shares were not included in the computation of diluted net income per share because not all vesting conditions were achieved as of September 30, 2010. These shares may or may not become dilutive based on the Company’s ability to meet or exceed future earnings performance targets.

(8) Restructuring

On October 29, 2007, the Company announced restructuring initiatives to improve manufacturing efficiency and cost position by ceasing manufacturing operations at its Sarasota, Florida and Mitcheldean, United Kingdom locations. During 2008, the Company began additional restructuring initiatives in its Canton, Massachusetts, Orebro, Sweden and Tallinn, Estonia locations. In response to the depressed conditions in the North American and European commercial and automotive vehicle markets, the Company also began restructuring initiatives in its Juarez, Monclova and Chihuahua, Mexico, Orebro and Bromma, Sweden, Tallinn, Estonia, Dundee, Scotland, Lexington, Ohio and Canton, Massachusetts locations during 2009. In addition, during 2009, as part of the Company’s continuing overall restructuring initiatives, the Company consolidated certain management positions at its Lexington, Ohio and Canton, Massachusetts facilities. During the first nine months of 2010, the Company continued the restructuring initiative in Dundee, Scotland which began in 2009 and recorded amounts related to its cancelled lease in Mitcheldean, United Kingdom. In connection with these initiatives, the Company recorded restructuring charges of $1,310 in the Company’s condensed consolidated statement of operations for the quarter ended September 30, 2009, as a component of selling, general and administrative. There were no restructuring charges for the quarter ended September 30, 2010.. Restructuring charges for the nine months ended September 30, 2010 and 2009 were $304 and $3,843, respectively. Restructuring expenses that were general and administrative in nature of $304 and $3,818 for the nine months ended September 30, 2010 and 2009, respectively, were included in the Company’s condensed consolidated statement of operations as part of selling, general and administrative, while the remaining restructuring related charges were included in cost of goods sold.

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data, unless otherwise indicated)

The expenses related to the restructuring initiatives that belong to the Electronics reportable segment included the following:

				Contract
	Severance			Termination			Other Exit
	Costs			Costs			Costs			Total
Total expected restructuring charges	$	5,718		$	2,337		$	2,504		$	10,559

2007 charge to expense	$	468		$	-		$	103		$	571
Cash payments		-			-			(103	)		(103	)

Accrued balance at December 31, 2007		468			-			-			468

2008 charge to expense		2,830			1,305			2,401			6,536
Cash payments		(2,767	)		-			(2,221	)		(4,988	)

Accrued balance at December 31, 2008		531			1,305			180			2,016

2009 charge to expense		2,237			374			-			2,611
Foreign currency translation effect		-			400			-			400
Cash payments		(2,641	)		(656	)		(180	)		(3,477	)

Accrued balance at December 31, 2009		127			1,423			-			1,550

First quarter 2010 charge to expense		81			-			-			81
Second quarter 2010 charge to expense		102			121			-			223
Foreign currency translation effect		-			137			-			137
Cash payments		(272	)		(491	)		-			(763	)

Accrued balance at September 30, 2010	$	38		$	1,190		$	-		$	1,228

The expenses related to the restructuring initiatives that belong to the Control Devices reportable segment included the following:

	Severance			Other Exit
	Costs			Costs			Total
Total expected restructuring charges	$	3,912		$	6,447		$	10,359

2007 charge to expense	$	357		$	99		$	456

Accrued balance at December 31, 2007		357			99			456

2008 charge to expense		2,521			6,325			8,846
Cash payments		(1,410	)		(6,024	)		(7,434	)

Accrued balance at December 31, 2008		1,468			400			1,868

2009 charge to expense		1,034			23			1,057
Cash payments		(2,463	)		(164	)		(2,627	)

Accrued Balance at December 31, 2009		39			259			298

Cash payments		(39	)		-			(39	)

Accrued balance at September 30, 2010	$	-		$	259		$	259

All restructuring charges, except for asset-related charges, result in cash outflows. Severance costs relate to a reduction in workforce. Contract termination costs represent costs associated with long-term lease obligations that were cancelled as part of the restructuring initiatives. Other exit costs include premium direct labor, inventory and equipment move costs, relocation expense, increased inventory carrying cost and miscellaneous expenditures associated with exiting business activities. No fixed-asset impairment charges were incurred because assets were transferred to other locations for continued production.

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data, unless otherwise indicated)

(9) Commitments and Contingencies

In the ordinary course of business, the Company is involved in various legal proceedings, workers’ compensation and product liability disputes. The Company is of the opinion that the ultimate resolution of these matters will not have a material adverse effect on the results of operations, cash flows or the financial position of the Company.

On October 13, 2009, the Company acquired 51% membership interest in BCS. The purchase agreement provides that the Company may be required to make additional payments to the previous owners of BCS for its 51% membership interest based on BCS achieving financial performance targets as defined by the purchase agreement. The maximum amount of additional payments to the prior owners of BCS is $3,200 per year in 2011, 2012 and 2013 and is contingent upon BCS achieving profitability targets based on earnings before interest, income taxes, depreciation and amortization in each of the years 2010, 2011 and 2012. In addition, the Company may be required to make additional payments to BCS of approximately $450 in 2011 and $500 in 2012 based on BCS achieving annual revenue targets in 2010 and 2011, respectively. The Company recorded $893, which represents the fair value of the estimated future additional payments to the prior owners of BCS as of the acquisition date, December 31, 2009 and September 30, 2010 on the condensed consolidated balance sheets as a component of other long-term liabilities. The purchase agreement provides the Company with the option to purchase the remaining 49% interest in BCS in 2013 at a price determined in accordance with the purchase agreement. If the Company does not exercise this option the minority owners of BCS have the option in 2014 to purchase the Company’s 51% interest in BCS at a price determined in accordance with the purchase agreement or to jointly market BCS for sale.

Product Warranty and Recall

Amounts accrued for product warranty and recall claims are established based on the Company’s best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet dates. These accruals are based on several factors including past experience, production changes, industry developments and other considerations. The Company can provide no assurances that it will not experience material claims in the future or that it will not incur significant costs to defend or settle such claims beyond the amounts accrued or beyond what the Company may recover from its suppliers. Product warranty and recall is included as a component of accrued expenses and other current liabilities on the condensed consolidated balance sheets.

The following provides a reconciliation of changes in product warranty and recall liability for the nine months ended September 30, 2010 and 2009:

	2010			2009
Product warranty and recall at beginning of period	$	4,764		$	5,527
Accruals for products shipped during period		2,545			1,747
Aggregate changes in pre-existing liabilities due to claim developments		4			440
Settlements made during the period (in cash or in kind)		(2,730	)		(4,053	)
Product warranty and recall at end of period	$	4,583		$	3,661

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data, unless otherwise indicated)

(10) Employee Benefit Plans

The Company had a single defined benefit pension plan that covered certain former employees in the United Kingdom. As a result of placing Stoneridge Pollak Limited (“SPL”) into administration during the nine months ended September 30, 2010, as described in Note 12, the Company settled the defined benefit pension plan. The components of net periodic cost under the defined benefit pension plan are as follows:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2010		2009			2010			2009

Service cost	$	-	$	14		$	-		$	42
Interest cost		-		219			163			657
Expected return on plan assets		-		(165	)		(126	)		(495	)
Amortization of actuarial loss		-		43			62			129
Settlement loss		-		-			33			-
Net periodic cost	$	-	$	111		$	132		$	333

The Company made contributions of approximately $16 during the nine months ended September 30, 2010, prior to placing SPL into administration.

In March 2009, the Company adopted the Stoneridge, Inc. Long-Term Cash Incentive Plan (“LTCIP”) and granted awards to certain officers and key employees. Awards under the LTCIP provide recipients with the right to receive cash three years from the date of grant depending on the Company’s actual earnings per share performance for a performance period comprised of three fiscal years from the date of grant. The Company will record an accrual for an award to be paid in the period earned based on anticipated achievement of the performance goal. If the participant voluntarily terminates employment or is discharged for cause, as defined in the LTCIP, the award will be forfeited. In May 2009, the LTCIP was approved by the Company’s shareholders. The Company has recorded an accrual of $61 for awards granted under the LTCIP at September 30, 2010 which is included on the condensed consolidated balance sheet as a component of other long-term liabilities.

(11) Income Taxes

The Company recognized a provision for income taxes of $1,975, or 75.3% and $1,502, or 227.9% of pretax income, for federal, state and foreign income taxes for the three months ended September 30, 2010 and 2009, respectively. The Company recognized a provision for income taxes of $1,217 or 16.2% of pre-tax income, and a benefit of $409 or 1.3% of pre-tax loss, for federal, state and foreign income taxes for the nine months ended September 30, 2010 and 2009, respectively. As reported at December 31, 2009, the Company is in a cumulative loss position and provides a valuation allowance offsetting federal, state and certain foreign deferred tax assets. The increase in tax expense for the three months and nine months ended September 30, 2010 compared to those same periods for 2009, was primarily attributable to the improved financial performance in the U.S. and most foreign locations as well as the improved financial performance of the PST joint venture. That increase in tax expense was partially offset with a tax benefit related to our United Kingdom operations. As a result of placing SPL into administration, as described in Note 12, the Company recognized a tax benefit of $1,170 during the nine months ended September 30, 2010, from the reversal of deferred tax liabilities, primarily employee benefit related, that were previously included as a component of accumulated other comprehensive income within shareholders’ equity.

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data, unless otherwise indicated)

(12) SPL Administration

On February 23, 2010, the Company placed its wholly-owned subsidiary, SPL into administration (a structured bankruptcy) in the United Kingdom. The Company had previously ceased manufacturing operations at the facility as of December 2008 as part of the restructuring initiatives announced on October 29, 2007, as described in Note 8. All SPL customer contracts were transferred to other subsidiaries of the Company at the time that SPL filed for administration. As a result of placing SPL into administration the Company recognized a net gain of $3,423 during the nine months ended September 30, 2010. This gain was primarily related to the reversal of the cumulative translation adjustment account (“CTA”) and deferred tax liabilities, which had previously been included as a component of accumulated other comprehensive income within shareholders’ equity. The net gain of $2,253, primarily due to reversing the CTA balance, is included as a component of other expense (income), net on the condensed consolidated statement of operations. The benefit from reversing the deferred tax liabilities, primarily employee benefit related of $1,170, is included as a component of provision (benefit) for income taxes on the condensed consolidated statement of operations, as described in Note 11.

(13) Segment Reporting

Operating segments are defined as components of an enterprise that are evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the president and chief executive officer.

The Company has two reportable segments: Electronics and Control Devices. The Company’s operating segments are aggregated based on sharing similar economic characteristics. Other aggregation factors include the nature of the products offered and management and oversight responsibilities. The Electronics reportable segment produces electronic instrument clusters, electronic control units, driver information systems and electrical distribution systems, primarily wiring harnesses and connectors for electrical power and signal distribution. The Control Devices reportable segment produces electronic and electromechanical switches and control actuation devices and sensors.

The accounting policies of the Company’s reportable segments are the same as those described in Note 2, “Summary of Significant Accounting Policies” of the Company’s December 31, 2009 Form 10-K. The Company’s management evaluates the performance of its reportable segments based primarily on net sales from external customers, capital expenditures and income (loss) before income taxes. Inter-segment sales are accounted for on terms similar to those to third parties and are eliminated upon consolidation.

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data, unless otherwise indicated)

A summary of financial information by reportable segment is as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Net Sales
Electronics	$	99,912		$	70,165		$	296,477		$	218,830
Inter-Segment sales		5,023			2,734			11,487			6,531
Electronics net sales		104,935			72,899			307,964			225,361

Control Devices		60,524			47,827			178,295			122,537
Inter-Segment sales		742			852			2,526			2,237
Control Devices net sales		61,266			48,679			180,821			124,774

Eliminations		(5,765	)		(3,586	)		(14,013	)		(8,768	)
Total consolidated net sales	$	160,436		$	117,992		$	474,772		$	341,367

Income (Loss) Before Income Taxes
Electronics (A)	$	1,369		$	(348	)	$	40,122		$	(11,508	)
Control Devices (A)		3,600			2,035			11,886			(10,393	)
Other corporate activities (A)		2,989			4,459			(28,744	)		5,775
Corporate interest expense		(5,334	)		(5,487	)		(15,743	)		(16,470	)
Total consolidated income (loss) before income taxes	$	2,624		$	659		$	7,521		$	(32,596	)

Depreciation and Amortization
Electronics	$	2,201		$	2,179		$	6,726		$	6,704
Control Devices		2,463			2,725			7,489			8,343
Other corporate activities		50			80			222			204
Total consolidated depreciation and amortization (B)	$	4,714		$	4,984		$	14,437		$	15,251

(A)

During the nine months ended September 30, 2010, the Company placed SPL into administration. As a result of placing SPL into administration the Company recognized a gain within the Electronics reportable segment of $35,512 and losses within other corporate activities and within the Control Devices reportable segment of $32,039 and $473, respectively. These results were primarily due to eliminating SPL’s intercompany debt and equity structure.

(B)

These amounts represent depreciation and amortization on fixed and certain intangible assets.

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data, unless otherwise indicated)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2010		2009			2010			2009
Interest Expense (Income), net
Electronics	$	376	$	73		$	1,197		$	127
Control Devices		10		(1	)		16			(3	)
Corporate activities		5,334		5,487			15,743			16,470
Total consolidated interest expense, net	$	5,720	$	5,559		$	16,956		$	16,594

Capital Expenditures
Electronics	$	1,517	$	900		$	6,303		$	3,314
Control Devices		1,834		989			4,158			4,665
Corporate activities		3		148			(44	)		800
Total consolidated capital expenditures	$	3,354	$	2,037		$	10,417		$	8,779

	September 30,			December 31,
	2010			2009
Total Assets
Electronics	$	195,275		$	163,414
Control Devices		97,345			91,631
Corporate (C)		227,003			236,110
Eliminations		(119,568	)		(128,630	)
Total consolidated assets	$	400,055		$	362,525

The following table presents net sales and non-current assets for each of the geographic areas in which the Company operates:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
Net Sales
North America	$	131,611	$	95,212	$	388,103	$	277,517
Europe and Other		28,825		22,780		86,669		63,850
Total consolidated net sales	$	160,436	$	117,992	$	474,772	$	341,367

	September 30,		December 31,
	2010		2009
Non-Current Assets
North America	$	123,538	$	121,149
Europe and Other		12,608		10,706
Total non-current assets	$	136,146	$	131,855

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data, unless otherwise indicated)

(14) Investments

In June 2009, the Financial Accounting Standards Board (“FASB”) revised the authoritative guidance for determining the primary beneficiary of a variable interest entity (“VIE”). In December 2009, the FASB issued Accounting Standards Update No. 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities, which provides amendments to Accounting Standards Codification Topic No. 810, Consolidation (“ASC 810”) to reflect the revised guidance. Among other things, the new guidance requires a qualitative rather than a quantitative assessment to determine the primary beneficiary of a VIE based on whether the entity (1) has the power to direct matters that most significantly impact the activities of the VIE and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. In addition, the amended guidance requires an ongoing reconsideration of the primary beneficiary. The provisions of this new guidance were effective as of January 1, 2010, and the adoption did not have an impact on the Company’s financial statements. The Company analyzed its joint ventures in accordance with ASC 810 to determine whether they are VIE’s and, if so, whether the Company is the primary beneficiary. Both of the Company’s joint ventures at September 30, 2010 were determined under the provisions of ASC 810 to be unconsolidated joint ventures and were accounted for under the equity method of accounting.

PST Eletrônica S.A.

The Company has a 50% equity interest in PST Eletrônica S.A. (“PST”), a Brazilian electronic system provider focused on security and convenience applications primarily for the automotive vehicle and motorcycle industry. The investment is accounted for under the equity method of accounting. The Company’s investment in PST was $41,964 and $35,824 at September 30, 2010 and December 31, 2009, respectively.

Condensed financial information for PST is as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010		2009

Revenues	$	49,520	$	38,596	$	123,642	$	90,584
Cost of sales	$	24,695	$	19,231	$	63,861	$	46,229

Total pre-tax income	$	8,965	$	6,018	$	13,588	$	9,324
The Company's share of pre-tax income	$	4,483	$	3,009	$	6,794	$	4,662

Equity in earnings of PST included in the condensed consolidated statements of operations was $3,711 and $3,241 for the three months ended September 30, 2010 and 2009, respectively. For the nine months ended September 30, 2010 and 2009, equity in earnings of PST was $5,544 and $4,629, respectively.

Minda Stoneridge Instruments Ltd.

The Company has a 49% interest in Minda Stoneridge Instruments Ltd. (“Minda”), a company based in India that manufactures electronics and instrumentation equipment for the motorcycle, automotive vehicle and commercial vehicle market. The Company’s investment in Minda was $6,096 and $5,220 at September 30, 2010 and December 31, 2009, respectively. Equity in earnings of Minda included in the condensed consolidated statements of operations was $172 and $145, for the three months ended September 30, 2010 and 2009, respectively. For the nine months ended September 30, 2010 and 2009, equity in earnings of Minda was $642 and $235, respectively.

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data, unless otherwise indicated)

(15) Guarantor Financial Information

The senior notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company’s existing and future domestic wholly owned subsidiaries (Guarantor Subsidiaries). The Company’s non-U.S. subsidiaries and non-wholly owned domestic subsidiaries do not guarantee the senior notes (Non-Guarantor Subsidiaries).

Presented below are summarized consolidating financial statements of the Parent (which includes certain of the Company’s operating units), the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries and the Company on a condensed consolidated basis, as of September 30, 2010 and December 31, 2009 and for each of the three and nine months ended September 30, 2010 and 2009.

These summarized condensed consolidating financial statements are prepared under the equity method. Separate financial statements for the Guarantor Subsidiaries are not presented based on management’s determination that they do not provide additional information that is material to investors. Therefore, the Guarantor Subsidiaries are combined in the presentations on the subsequent pages.

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data, unless otherwise indicated)

	September 30, 2010
						Non-
				Guarantor		Guarantor
	Parent			Subsidiaries		Subsidiaries		Eliminations			Consolidated

ASSETS

Current Assets:
Cash and cash equivalents	$	49,331		$	19	$	35,544	$	-		$	84,894
Accounts receivable, net		58,439			22,441		28,900		-			109,780
Inventories, net		27,583			8,991		14,762		-			51,336
Prepaid expenses and other current assets		(310,444	)		317,256		11,087		-			17,899
Total current assets		(175,091	)		348,707		90,293		-			263,909

Long-Term Assets:
Property, plant and equipment, net		43,274			17,225		12,612		-			73,111
Investments and other long-term assets, net		50,709			280		12,046		-			63,035
Investment in subsidiaries		414,915			-		-		(414,915	)		-
Total long-term assets		508,898			17,505		24,658		(414,915	)		136,146
Total Assets	$	333,807		$	366,212	$	114,951	$	(414,915	)	$	400,055

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities: