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): November 7, 2008

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 2.02 Results of Operations and Financial Condition.

On November 7, 2008, Stoneridge, Inc. issued a press release announcing its financial results for the third quarter of 2008. 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: November 7, 2008	/s/ George E. Strickler
	George E. Strickler, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

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Exhibit Index

99.1 Press release dated November 7, 2008, announcing results for the third quarter ended September 30, 2008.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

STONERIDGE REPORTS THIRD-QUARTER 2008 RESULTS

· Net Sales Increase Year-over-Year; Restructuring Charges Result in Net Loss for Quarter

· Income Before Restructuring Charges Increases Year-over-Year

· Proactive Restructuring Efforts Continue

· Company Reaffirms Revised Full-Year Earnings Outlook of $0.40 to $0.46 Per Diluted Share

WARREN, Ohio - November 7, 2008 - Stoneridge, Inc. (NYSE: SRI) today announced net sales of $178.4 million and net loss of $0.4 million, or $(0.02) per diluted share, for the third quarter ended September 30, 2008. The earnings per share for the three months ended September 30, 2008 include $0.17 per share for expenses associated with previously announced restructuring initiatives.

Net sales increased $5.6 million, or 3.2 percent, to $178.4 million, compared with $172.8 million for the third quarter of 2007. The increase in net sales was primarily attributable to new electronics programs sales in North America, improvement in the Company’s European electronics business and the impact of foreign currency translation. Foreign currency translation increased third-quarter net sales by approximately $4.0 million compared with the same period in 2007. The sales increase was partially offset by rapid deterioration in the North American passenger car and light truck markets.

Net loss for the third quarter was $0.4 million, or $(0.02) per diluted share, compared with net income of $2.6 million, or $0.11 per diluted share, in the third quarter of 2007. The decrease in net income was due primarily to $4.8 million in pre-tax expenses related to the Company’s previously announced restructuring initiatives and the loss of overhead recoveries because of lower production volumes which were the result of restructuring inventories built in the first half of 2008. Partially offsetting these unfavorable impacts were strong commercial vehicle sales and higher joint-venture earnings due to continued improvement in the Company’s joint venture operations in Brazil and India.

“Our sales increase occurred despite a 23 percent drop in vehicle production at the traditional domestic light vehicle manufacturers,” said John C. Corey, president and chief executive officer. “Our management team’s proactive response to implement our manufacturing overhead rationalization starting last year will serve us well during the current slowdown.”

For the nine months ended September 30, 2008, net sales were $594.7 million, an increase of 9.8 percent compared with $541.6 million for the nine months ended September 30, 2007. Net income for the 2008 nine-month period was $10.9 million, or $0.46 per diluted share, compared with $10.2 million, or $0.43 per diluted share, in the comparable 2007 period. The earnings per share for the first nine months of 2008 include $0.37 per share for restructuring expenses.

Net cash provided by operating activities for the nine months ended September 30, 2008 was $30.7 million, compared with net cash provided of $7.9 million for the nine months ended September 30, 2007. The increase of $22.8 million in cash provided by operating activities was primarily due to lower accounts receivable balances in the current year. Stoneridge has approximately $90.0 million in cash at the end of the quarter available to support operations as needed. During this time of unprecedented economic uncertainty, the Company has taken steps to ensure that its financial assets are safeguarded and its liquidity protected. The Company’s asset backed credit facility remains undrawn and does not contain restrictive performance covenants.

Outlook

“As we announced on October 24, we expect full-year 2008 earnings of $0.40 to $0.46 per diluted share which includes $0.48 to $0.52 per share for restructuring charges,” Corey said. “We will continue to monitor the economic environment and take appropriate steps to navigate through this unprecedented period.”

Conference Call on the Web

A live Internet broadcast of Stoneridge’s conference call regarding 2008 third-quarter results can be accessed at 10 a.m. Eastern time on Friday November 7, 2008, at www.stoneridge.com, which will also offer a webcast replay.

About Stoneridge, Inc.

Stoneridge, Inc., headquartered in Warren, Ohio, is an 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 2007 were approximately $727 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:

Kenneth A. Kure, Corporate Treasurer and Director of Finance

330/856-2443

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STONERIDGE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Net Sales	$	178,434		$	172,814		$	594,733		$	541,644
Costs and Expenses:
Cost of goods sold		143,089			134,944			458,217			422,045
Selling, general and administrative		31,855			32,405			104,876			99,135
(Gain) Loss on sale of property, plant and equipment, net		(187	)		223			(42	)		(1,465	)
Restructuring charges		2,742			2			5,877			74
Operating Income		935			5,240			25,805			21,855
Interest expense, net		5,049			5,467			15,301			16,570
Equity in earnings of investees		(4,371	)		(3,506	)		(11,206	)		(7,924	)
Loss on early extinguishment of debt		-			-			770			-
Other expense (income), net		(234	)		273			44			785
Income Before Income Taxes		491			3,006			20,896			12,424
Provision for income taxes		855			381			10,029			2,234
Net Income (Loss)	$	(364	)	$	2,625		$	10,867		$	10,190
Basic net income (loss) per share	$	(0.02	)	$	0.11		$	0.47		$	0.44
Basic weighted average shares outstanding		23,405			23,213			23,353			23,106
Diluted net income (loss) per share	$	(0.02	)	$	0.11		$	0.46		$	0.43
Diluted weighted average shares outstanding		23,405			23,694			23,728			23,656

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STONERIDGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands)

	September 30,			December 31,
	2008			2007
ASSETS
Current Assets:
Cash and cash equivalents	$	89,611		$	95,924
Accounts receivable, less reserves of $5,029 and $4,736, respectively		115,324			122,288
Inventories, net		67,543			57,392
Prepaid expenses and other		16,812			15,926
Deferred income taxes		10,150			9,829
Total current assets		299,440			301,359
Long-Term Assets:
Property, plant and equipment, net		88,882			92,752
Other Assets:
Goodwill		65,656			65,176
Investments and other, net		46,435			39,454
Deferred income taxes		21,714			29,028
Total long-term assets		222,687			226,410
Total Assets	$	522,127		$	527,769
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	66,465		$	69,373
Accrued expenses and other		53,864			47,198
Total current liabilities		120,329			116,571
Long-Term Liabilities:
Long-term debt		183,000			200,000
Deferred income taxes		2,521			2,665
Other liabilities		1,926			2,344
Total long-term liabilities		187,447			205,009
Shareholders' Equity:
Preferred Shares, without par value, authorized 5,000 shares, none issued		-			-
Common Shares, without par value, authorized 60,000 shares, issued 24,772 and 24,601
shares and outstanding 24,668 and 24,209 shares, respectively, with no stated value		-			-
Additional paid-in capital		157,281			154,173
Common Shares held in treasury, 104 and 373 shares, respectively, at cost		(129	)		(383	)
Retained earnings		49,239			38,372
Accumulated other comprehensive income		7,960			14,027
Total shareholders’ equity		214,351			206,189
Total Liabilities and Shareholders' Equity	$	522,127		$	527,769

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STONERIDGE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Nine Months Ended
	September 30,
	2008			2007
OPERATING ACTIVITIES:
Net cash provided by operating activities	$	30,668		$	7,909
INVESTING ACTIVITIES:
Capital expenditures		(17,956	)		(14,259	)
Proceeds from sale of property, plant and equipment		435			5,042
Business acquisitions and other		(980	)		-
Net cash used for investing activities		(18,501	)		(9,217	)
FINANCING ACTIVITIES:
Repayments of long-term debt		(17,000	)		-
Share-based compensation activity, net		1,305			1,956
Premiums related to early extinguishment of debt		(553	)		-
Net cash provided by (used for) financing activities		(16,248	)		1,956
Effect of exchange rate changes on cash and cash equivalents		(2,232	)		1,119
Net change in cash and cash equivalents		(6,313	)		1,767
Cash and cash equivalents at beginning of period		95,924			65,882
Cash and cash equivalents at end of period	$	89,611		$	67,649

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