8-K

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): July 26, 2005

Stoneridge, Inc.

(Exact name of registrant as specified in its charter)

Ohio 0-13337 34-1598949

(State or other jurisdiction
of incorporation) (Commission
File Number) (IRS Employer
Identification No.)

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

Registrant’s telephone number, including area code: (330) 856-2443

(Former name or former address, if changed since last report.)

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 2.02 Results of Operations and Financial Condition.

On July 26, 2005, Stoneridge, Inc. issued a press release announcing second quarter 2005 earnings. A copy of the press release is attached hereto as Exhibit 99.1. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in 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.

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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:  July 26, 2005	/s/ Joseph M. Mallak
	Joseph M. Mallak, Vice President and Chief Financial
	Officer (Principal Financial and Accounting Officer)

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Exhibit Index

99.1 Press release dated July 26, 2005, announcing second quarter 2005 earnings.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

STONERIDGE REPORTS SECOND-QUARTER 2005 RESULTS
— Net income of $0.12 per diluted share —
— Reaffirms full-year 2005 outlook —

WARREN, Ohio — July 26, 2005 — Stoneridge, Inc. (NYSE: SRI) today announced net sales of $180.3 million and net income of $2.8 million, or $0.12 per diluted share, for the second quarter ended July 2, 2005.

Net sales increased $2.2 million, or 1 percent, to $180.3 million compared with $178.1 million for the second quarter of 2004. The increase in sales was primarily due to increased commercial vehicle production, which offset the decline in North American traditional domestic light vehicle production. The effect of foreign currency translation added approximately $1.4 million to second-quarter 2005 sales compared with the same period in 2004.

Net income for the second quarter of 2005 was $2.8 million, or $0.12 per diluted share, compared with $9.3 million, or $0.41 per diluted share, for the second quarter of 2004. The decrease in net income was primarily due to the Company’s previously disclosed restructuring activities and related operating inefficiencies, the decrease in North American traditional domestic light vehicle production, product price reductions and increased product development activities.

The Company recorded a pre-tax restructuring charge of $1.7 million in the second quarter of 2005, primarily related to severance costs, asset-related impairment charges, and facility closure costs associated with previously announced plant consolidations. These consolidations are part of the Company’s cost-reduction initiatives.

“Stoneridge’s North American automotive business continues to be faced with significant challenges,” said Gerald V. Pisani, president and chief executive officer. “As a result, we remain committed to our current restructuring plan and investment in product development, which will enable the Company to maintain its competitive position as we become a leaner, more flexible and more efficient organization.”

For the six months ended July 2, 2005, net sales were $361.1 million, an increase of 2 percent, compared with $354.1 million for the six months ended June 30, 2004. Net income for the first six months of 2005 was $7.2 million, or $0.31 per diluted share, compared with $18.5 million, or $0.81 per diluted share, in the comparable 2004 six-month period.

Net cash provided by operating activities for the six months ended July 2, 2005 was $5.0 million, compared with $19.4 million for the six months ended June 30, 2004. The decrease in cash provided by operating activities was primarily due to the decrease in net income and higher uses of cash for working capital requirements.

Outlook
Based on the current industry outlook, Stoneridge anticipates third-quarter 2005 net income per diluted share to be between negative $0.05 and positive $0.05 per diluted share, compared with $0.17 per diluted share for last year’s third quarter. The Company reaffirms its previously issued full-year 2005 outlook of $0.40 to $0.50 per diluted share.

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Conference Call on the Web
A live Internet broadcast of Stoneridge’s conference call regarding 2005 second-quarter results can be accessed at 11 a.m. Eastern Time on Tuesday, July 26, 2005, at www.stoneridge.com, which will also offer a webcast replay.

About Stoneridge, Inc.
Stoneridge, Inc., headquartered in Warren, Ohio, is a leading independent designer and manufacturer of highly engineered electrical and electronic components, modules and systems principally for the automotive, medium- and heavy-duty truck, agricultural and off-highway vehicle markets. Net sales in 2004 were approximately $682 million. Additional information about Stoneridge can be found at www.stoneridge.com.

Forward-Looking Statements
Statements in this release that are not historical fact are forward-looking statements, which involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied in this release. Things that may cause actual results to differ materially from those in the forward-looking statements include, among other factors, the loss or bankruptcy of a major customer; the costs and timing of facility closures, business realignment, or similar actions; a significant change in automotive, medium- and heavy-duty truck or agricultural and off-highway vehicle production; a significant change in general economic conditions in any of the various countries in which the Company operates; labor disruptions at the Company’s facilities or at any of the Company’s significant customers or suppliers; the ability of the Company’s suppliers to supply the Company with parts and components at competitive prices on a timely basis; customer acceptance of new products; and the successful integration of any acquired businesses. In addition, this release contains time-sensitive information that reflects management’s best analysis only as of the date of this release. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Further information concerning issues that could materially affect financial performance related to forward-looking statements contained in this release can be found in the Company’s periodic filings with the Securities and Exchange Commission.

For more information, contact:

Joseph Mallak, Vice President and Chief Financial Officer
Greg Fritz, Director of Corporate Finance and Investor Relations

330/856-2443

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STONERIDGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

(in thousands except for per share data)

	For the Three Months						For the Six Months
	Ended						Ended
	July 2, 2005			June 30, 2004			July 2, 2005			June 30, 2004
NET SALES	$	180,307		$	178,056		$	361,134		$	354,079
COSTS AND EXPENSES:
Cost of goods sold		138,492			132,428			274,083			260,635
Selling, general and administrative		31,128			25,848			61,517			53,909
Restructuring charges		1,678			205			3,804			205
OPERATING INCOME		9,009			19,575			21,730			39,330
Interest expense, net		6,048			6,245			12,037			12,497
Other income, net		(1,669	)		(124	)		(2,598	)		(400	)
INCOME BEFORE INCOME TAXES		4,630			13,454			12,291			27,233
Provision for income taxes		1,815			4,172			5,107			8,733
NET INCOME	$	2,815		$	9,282		$	7,184		$	18,500
BASIC NET INCOME PER SHARE	$	0.12		$	0.41		$	0.32		$	0.82
BASIC WEIGHTED-AVERAGE SHARES OUTSTANDING		22,695			22,604			22,689			22,584
DILUTED NET INCOME PER SHARE	$	0.12		$	0.41		$	0.31		$	0.81
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING		22,985			22,873			22,933			22,849

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STONERIDGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	July 2,		December 31,
	2005		2004
	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	44,570	$	52,332
Accounts receivable, net		114,812		100,615
Inventories, net		57,977		56,397
Prepaid expenses and other		16,133		11,416
Deferred income taxes		9,196		13,282
Total current assets		242,688		234,042
PROPERTY, PLANT AND EQUIPMENT, net		109,682		114,004
OTHER ASSETS:
Goodwill		65,176		65,176
Investments and other, net		26,776		24,979
Deferred income taxes		36,100		34,800
TOTAL ASSETS	$	480,422	$	473,001
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	46	$	109
Accounts payable		63,153		57,709
Accrued expenses and other		50,719		52,907
Total current liabilities		113,918		110,725
LONG-TERM LIABILITIES:
Long-term debt, net of current portion		200,044		200,052
Other liabilities		6,415		6,619
Total long-term liabilities		206,459		206,671
SHAREHOLDERS’ EQUITY:
Preferred shares, without par value, 5,000 authorized, none issued		—		—
Common shares, without par value, 60,000 authorized, 23,212 (net of 12 treasury shares) and 22,780 (net of 8 treasury shares) issued and outstanding at July 2, 2005 and December 31, 2004, respectively, with no stated value		—		—
Additional paid-in capital		146,508		145,764
Retained earnings		13,439		6,255
Accumulated other comprehensive income		98		3,586
Total shareholders’ equity		160,045		155,605
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	480,422	$	473,001

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STONERIDGE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

(in thousands)

	For the Six Months Ended
	July 2,			June 30,
	2005			2004
OPERATING ACTIVITIES:
Net cash provided by operating activities	$	4,954		$	19,396
INVESTING ACTIVITIES:
Capital expenditures		(12,366	)		(11,428	)
Proceeds from sale of fixed assets		1,654			—
Net cash used by investing activities		(10,712	)		(11,428	)
FINANCING ACTIVITIES:
Repayments of long-term debt		(71	)		(263	)
Share-based compensation activity		55			(432	)
Net cash used by financing activities		(16	)		(695	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		(1,988	)		(80	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(7,762	)		7,193
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		52,332			24,142
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	44,570		$	31,335

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