UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 27, 2015

 

 

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

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

  

ITEM 2.02Results of Operations and Financial Condition.

 

On February 27, 2015, Stoneridge, Inc. (the “Company”) issued a press release announcing its results for the fourth quarter and year ended December 31, 2014.  A copy of the press release is attached hereto as Exhibit 99.1. On February 27, 2015, members of the Company’s management held a fourth quarter 2014 earnings conference call discussing financial results and the presentation furnished herewith as Exhibit 99.2, accompanied management’s comments.

 

The press release contains certain non-GAAP financial measures including (i) Adjusted Net Income attributable to Stoneridge, Inc. (“Adjusted Net Income”) and (ii) Adjusted Earnings per Share from Continuing Operations attributable to Stoneridge, Inc. (“Adjusted EPS”). Management believes that presentation of the non-GAAP financial measures used in the press release are useful to both management and investors in their analysis of the Company’s financial position, results of operations and expected results of operations because the Adjusted Net Income and Adjusted EPS facilitates a period to period comparison of operating results by excluding unusual items in the fourth quarter of 2014 related to the PST goodwill impairment and costs associated with the Company’s debt refinancing. These non-GAAP measures, however, should not be considered in isolation or as a substitute for the most comparable GAAP measures. Investors are cautioned that non-GAAP financial measures utilized by the Company may not be comparable to non-GAAP financial measures used by other companies. Adjusted Net Income and Adjusted EPS should not be considered a substitute for net income (loss) or earnings (loss) per share prepared in accordance with GAAP.

 

ITEM 7.01Regulation FD Disclosure.

 

The information set forth in Item 2.02 above is hereby incorporated herein by reference.

 

The information in this report, including the press release and presentation furnished as Exhibits 99.1 and 99.2 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. In addition, the exhibits furnished herewith contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibits.

 

 

ITEM 9.01Financial Statements and Exhibits.

 

(d)           Exhibits

 

Exhibit No.Description

 

99.1Press release dated February 27, 2015, announcing results for the fourth quarter and year ended December 31, 2014.

 

99.2Fourth quarter 2014 conference call presentation dated February 27, 2015.

  

 
 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Stoneridge, Inc.
     
Date: February 27, 2015   /s/ George E. Strickler
   

George E. Strickler, Executive Vice President,

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

 

 
 

  

Exhibit Index

 

99.1Press release dated February 27, 2015, announcing results for the fourth quarter and year ended December 31, 2014.

 

99.2Fourth quarter 2014 conference call presentation dated February 27, 2015.