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): May 2, 2006

STONERIDGE, INC.

(Exact name of registrant as specified in its charter)

Ohio	001-13337	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 May 2, 2006, Stoneridge, Inc. issued a press release announcing first quarter of 2006 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 expressed 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: May 2, 2006	/s/ George E. Strickler
	George E. Strickler, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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Exhibit Index

99.1 Press release dated May 2, 2006, announcing first quarter of 2006 earnings.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

STONERIDGE REPORTS FIRST-QUARTER 2006 RESULTS

WARREN, Ohio — May 2, 2006 — Stoneridge, Inc. (NYSE: SRI) today announced net sales of $179.6 million and net income of $3.8 million, or $0.16 per diluted share, for the first quarter ended April 1, 2006.

Net sales decreased $1.2 million, or 0.7 percent, to $179.6 million, compared with $180.8 million for the first quarter of 2005. The decrease in sales was primarily due to the impact of foreign currency translation, unfavorable North American light vehicle production mix and product price reductions, slightly offset by an increase in production by the Company’s commercial vehicle customers. The effect of foreign currency translation reduced first-quarter net sales by approximately $4.0 million compared with the same period in 2005.

Net income for the first quarter was $3.8 million, or $0.16 per diluted share, compared with net income of $4.4 million, or $0.19 per diluted share, in the first quarter of 2005. The decrease in net income was primarily attributable to unfavorable material price variances resulting from raw material price increases, continued operating inefficiencies at some of the Company’s facilities in Mexico, and product price reductions. These factors were largely mitigated by lower restructuring expenses, an asset sale gain, and increased equity earnings from the Company’s PST joint venture.

“Our first-quarter results represent progress toward our goal of operational excellence. First-quarter earnings showed sequential improvement from our results for the second half of 2005,” said John C. Corey, president and chief executive officer. “We are not satisfied with our current performance levels and will continue to work diligently to build upon our first-quarter progress. Our focus for 2006 is to continue the pursuit of bringing Stoneridge back to operational and financial excellence.”

Net cash provided by operating activities for the quarter ended April 1, 2006 was $6.2 million, compared with net cash use of $(5.3) million for the quarter ended April 2, 2005. The increase of $11.5 million in cash provided by operating activities was primarily due to improvements in working capital management in the areas of accounts payable and accrued expenses. The cash provided from accounts payable resulted from better matching of the Company’s accounts receivable and accounts payable in the quarter compared with the prior year.

Outlook
“The rapid pace of change in the North American automotive industry continues to accelerate. Our response to this challenge is to remain committed to improving our financial performance in 2006 through focused operational efforts and improved working capital management,” Corey said. “Our current expectation is that robust demand in the global commercial vehicle market will mitigate the softness in the North American light vehicle market in 2006.”

Based on the current industry outlook, the Company reaffirms its previously issued full-year 2006 earnings outlook of $0.30 to $0.40 per diluted share.

Conference Call on the Web
A live Internet broadcast of Stoneridge’s conference call regarding 2006 first-quarter results can be accessed at 11 a.m. Eastern time on Tuesday, May 2, 2006, at www.stoneridge.com, which will also offer a webcast replay.

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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 2005 were approximately $672 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 of a major customer; 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 failure to achieve successful integration of any acquired company or business. 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:

Greg Fritz, Director of Corporate Finance and Investor Relations
330/856-2443

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STONERIDGE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	(Unaudited)
	For the Thirteen Weeks Ended
	April 1,			April 2,
	2006			2005
Net Sales	$	179,634		$	180,827
Costs and Expenses:
Cost of goods sold		138,942			135,592
Selling, general and administrative		31,240			30,372
Provision for doubtful accounts		355			16
Gain on sale of fixed assets		(1,489	)		—
Restructuring charges		224			2,126
Operating Income		10,362			12,721
Interest expense, net		5,919			5,989
Equity in earnings of investees		(1,416	)		(732	)
Other (income) loss, net		7			(197	)
Income Before Income Taxes		5,852			7,661
Provision for income taxes		2,085			3,292
Net Income	$	3,767		$	4,369
Basic net income per share	$	0.17		$	0.19
Basic weighted average shares outstanding		22,766			22,683
Diluted net income per share	$	0.16		$	0.19
Diluted weighted average shares outstanding		22,884			22,891

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STONERIDGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	April 1,		December 31,
	2006		2005
	(Unaudited)		(Audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	41,774	$	40,784
Accounts receivable		121,434		100,362
Inventories, net		55,139		53,791
Prepaid expenses and other		14,842		14,490
Deferred income taxes		9,352		9,253
Total current assets		242,541		218,680
Property, Plant and Equipment, net		113,170		113,478
Other Assets:
Goodwill		65,176		65,176
Investments and other, net		29,372		26,491
Deferred income taxes		38,600		39,213
Total Assets	$	488,859	$	463,038
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current portion of long-term debt	$	—	$	44
Accounts payable		68,788		55,344
Accrued expenses and other		53,016		46,603
Total current liabilities		121,804		101,991
Long-Term Liabilities:
Long-term debt, net of current portion		200,000		200,000
Other liabilities		7,693		7,056
Total long-term liabilities		207,693		207,056
Total shareholders’ equity		159,362		153,991
Total Liabilities and Shareholders’ Equity	$	488,859	$	463,038

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STONERIDGE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	(Unaudited)
	For the Thirteen Weeks Ended
	April 1,			April 2,
	2006			2005
OPERATING ACTIVITIES:
Net cash provided (used) by operating activities	$	6,221		$	(5,335	)
INVESTING ACTIVITIES:
Capital expenditures		(6,563	)		(4,054	)
Proceeds from sale of fixed assets		2,266			—
Business acquisitions and other		(1,034	)		—
Net cash used by investing activities		(5,331	)		(4,054	)
FINANCING ACTIVITIES:
Repayments of long-term debt		(44	)		(37	)
Share-based compensation activity		(69	)		42
Other financing costs		(150	)		—
Net cash (used) provided by financing activities		(263	)		5
Effect of exchange rate changes on cash and cash equivalents		363			(631	)
Net change in cash and cash equivalents		990			(10,015	)
Cash and cash equivalents at beginning of period		40,784			52,332
Cash and cash equivalents at end of period	$	41,774		$	42,317

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